UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest reported): December 12, 2007

LATTICE INCORPORATED
(Exact name of registrant as specified in charter)
 
Delaware
000-10690
22-2011859
(State or Other Jurisdiction of
Incorporation or Organization)
(Commission File Number)
(IRS Employer
Identification No.)
 
7150 N. Pennsauken, Suite 500, New Jersey 08109
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (856) 910-1166

Copies to:
Gregory Sichenzia, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Compensatory Arrangements of Certain Officers
 
On December 12, 2007, Thomas F. Gillett resigned from the Board of Lattice Incorporated (the “Company”) and its audit and compensation committees. Mr. Gillett expressed no disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LATTICE INCORPORATED
     
 
 
 
 
 
 
Date: December 17, 2007 By:   /s/ Paul Burgess
 
Name: Paul Burgess
  Chief Executive Officer