UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25


                           NOTIFICATION OF LATE FILING

       (Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
                          |_| Form N-SAR |_| Form N-CSR

                         For Period Ended: June 30, 2009

                       |_| Transition Report on Form 10-K
                       |_| Transition Report on Form 20-F
                       |_| Transition Report on Form 11-K
                       |_| Transition Report on Form 10-Q
                       |_| Transition Report on Form N-SAR

                        For the Transition Period Ended:

  Read Instruction (on back page) Before Preparing Form. Please Print or Type.
      Nothing in this form shall be construed to imply that the Commission
                 has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:

                         PART I - REGISTRANT INFORMATION

                              LATTICE INCORPORATED
                             Full name of Registrant

                                       N/A
                            Former Name if Applicable

                          7150 N. Park Drive, Suite 500
            Address of Principal Executive Office (Street and Number)

                              Pennsauken, NJ 08109
                            City, State and Zip Code



                        PART II - RULE 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)

      (a)   The reasons described in reasonable detail in Part III of this form
            could not be eliminated without unreasonable effort or expense;
      (b)   The subject annual report, semi-annual report, transition report on
            Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or Form N-CSR, or
|X|         portion thereof, will be filed on or before the fifteenth calendar
            day following the prescribed due date; or the subject quarterly
            report or transition report on Form 10-Q, or portion thereof will be
            filed on or before the fifth calendar day following the prescribed
            due date; and
      (c)   The accountant's statement or other exhibit required by Rule
            12b-25(c) has been attached if applicable.

                              PART III - NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)

            The  compilation,   dissemination  and  review  of  the  information
required to be presented  in the Form 10-Q for the  relevant  period has imposed
time constraints that have rendered timely filing of the Form 10-Q impracticable
without undue hardship and expense to the registrant.  The registrant undertakes
the  responsibility  to file  such  report no later  than  five  days  after its
original prescribed due date.

                           PART IV - OTHER INFORMATION

(1)   Name  and  telephone  number  of  person  to  contact  in  regard  to this
      notification

                    Joe Noto               (856)             910-1166
                    --------               -----             --------
                     (Name)             (Area Code)      (Telephone Number)

(2)   Have all other periodic  reports required under Section 13 or 15(d) of the
      Securities  Exchange Act of 1934 or Section 30 of the  Investment  Company
      Act of 1940 during the preceding 12 months or for such shorter period that
      the  registrant  was required to file such  report(s)  been filed?  If the
      answer is no, identify report(s). Yes |X| No |_|

(3)   Is it  anticipated  that any  significant  change in results of operations
      from the  corresponding  period for the last fiscal year will be reflected
      by the earnings statements to be included in the subject report or portion
      thereof? Yes |_| No |X|

      If so: attach an explanation of the anticipated  change,  both narratively
      and  quantitatively,   and,  if  appropriate,  state  the  reasons  why  a
      reasonable estimate of the results cannot be made.


- --------------------------------------------------------------------------------




                              LATTICE INCORPORATED
                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date: August 14, 2009             By: /s/ Joe Noto
      ---------------                 -----------------------
                                      Joe Noto
                                      Chief Financial Officer


INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.