UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
(Amendment
No. 2)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of
1934
Date
of
Report (Date of earliest reported): September 19, 2006
LATTICE
CORPORATION
(Exact
name of registrant as specified in charter)
|
Delaware
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000-10690
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22-2011859
|
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
7150
N. Park Drive, Suite 500 Pennsauken, 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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY
NOTE: On September 25, 2006, Lattice Incorporated, formerly known as Science
Dynamics Corporation, filed a current report on Form 8-K, as amended on June
13,
2007, to report that it had entered into a stock purchase agreement with
Ricciardi Technologies Inc. (“RTI”). This Form 8-K/A is being filed to provide
RTI’s audited financial statements for the year ended March 31, 2006 as well as
their interim financial statements for the quarter ended June 30, 2006 has
been provided. In addition, revised pro forma financial information of
Lattice Incorporated and its subsidiaries has been provided.
Item
9.01. Financial
Statements and Exhibits
(a)
Financial statements of business acquired
Ricciardi
Technologies Inc. - Audited Financial Statements for the year ended March 31,
2006 and 2005 and Notes to the Financial Statements, are attached hereto as
Exhibit 99.1 and are incorporated by reference in their entirety herein by
reference.
Ricciardi
Technologies Inc. - Unaudited Interim Balance Sheet for the period ended June
30, 2006 and Unaudited Interim Statement of Operations for the three months
ended June 30, 2006, are attached hereto as Exhibit 99.2 and are incorporated
by
reference in their entirety herein by reference.
(b)
Pro
Forma Financial information
Science
Dynamics Corp. and Subsidiaries Unaudited combined Pro Forma Statement of
Operations for the year ended December 31, 2005; and the nine months ended
September 30, 2006 are attached hereto as Exhibit 99.3 and are incorporated
by
reference in their entirety herein by reference.
(c)
Exhibits
The
following exhibits are filed herewith.
Exhibit
No. Description
|
99.1.1
|
Audited
Financial Statements for the year ended March 31, 2006 and 2005 and
Notes
to the Financial Statements of Ricciardi Technologies,
Inc.
|
|
99.2
|
Unaudited
Interim Balance Sheet for the period ended June 30, 2006 and Unaudited
Interim Statement of Operations for the three months ended June 30,
2006
of Ricciardi Technologies, Inc.
|
|
99.3
|
Unaudited
combined Pro Forma Statement of Operations for the year ended December
31,
2006 and December 31, 2005;
|
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 |
|
|
| |
|
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| BY: |
/s/ Joe Noto |
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|
| |
Joe
Noto |
|
|
|
|
Chief
Financial Officer and Principal
Accounting
Officer
|
|
|
| |
|
|
|
| DATED: September
12, 2007 |
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|