AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 2004
REGISTRATION NO. 333-117522
================================================================================

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

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AMENDMENT NO. 2 TO
FORM SB-2

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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LocatePLUS Holdings Corporation
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)

Delaware 7379 04-3332304
--------------- ----------------- ----------------
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification
Incorporation or Classification Number)
Organization) Code Number)

100 Cummings Center
Suite 235M
Beverly, Massachusetts 01915
(978) 921-2727
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(Address and telephone number of principal executive offices
and principal place of business)

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

Jon R. Latorella
President and Chief Executive Officer
LocatePLUS Holdings Corporation
100 Cummings Center
Suite 235M
Beverly, Massachusetts 01915
(978) 921-2727
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(Name, Address, and Telephone Number of Agent for Service)

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

Copy to:
Michael A. Hickey, Esq. Geoffrey T. Chalmers, Esq.
Kirkpatrick & Lockhart LLP 33 Broad Street
75 State Street Suite 1100
Boston, Massachusetts 02109 Boston, Massachusetts 02109

Approximate date of commencement of proposed sale to the public:
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As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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CALCULATION OF REGISTRATION FEE

===========================================================================================================
PROPOSED
TITLE OF EACH PROPOSED MAXIMUM
CLASS OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES AMOUNT TO OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED BE REGISTERED(1) PER SHARE(2) PRICE(2) FEE(2)
===========================================================================================================

Class A Voting Common Stock,
$.01 par value per share 12,820,000 shares $0.33 $4,230,600 $536.02
===========================================================================================================

(1) Includes (A) 7,500,000 shares issuable upon conversion of a promissory note
issued in a private placement that concluded in June 17, 2004, (B)
1,320,000 shares underlying a currently exercisable common stock purchase
warrant; and (C) 4,000,000 shares of common stock owned by a current
shareholder. Pursuant to Rule 416 under the Securities Act, this
Registration Statement also covers such additional number of shares of
common stock as may be issuable upon a stock split, stock dividend or
similar transaction.

(2) The offering price is estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c), using the average of the
closing bid and ask prices of the Registrant's common stock as reported on
the OTCBB on July 16, 2004, which was approximately $0.33 per share.

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

DATED SEPTEMBER 23, 2004

[LOGO] LOCATEPLUS HOLDINGS CORPORATION
LPHC
LocatePLUS Holdings Corporation PROSPECTUS

The information contained in this prospectus is not complete and may be changed.
These securities may not be sold until the registration statement containing
this prospectus, which was filed with the Securities and Exchange Commission, is
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 23, 2004

LOCATEPLUS HOLDINGS CORPORATION

12,820,000 Shares of Class A Voting Common Stock
$.01 par value

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This prospectus relates to the offer and sale from time to time of up to
4,000,000 shares of our outstanding Class A Voting Common Stock, 7,500,000
shares of our Class A Voting Common Stock issuable upon conversion of a term
note, and 1,320,000 shares of our Class A Voting Common Stock issuable upon the
exercise of a currently exercisable common stock purchase warrant, which are
held by certain selling stockholders named in this prospectus.

The prices at which such stockholders may sell the shares in this offering will
be determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any of the proceeds from the sale of the
shares.

Our Class A Voting Common Stock is listed on the Over the Counter Bulletin Board
under the symbol "LPLHA.OB." On September 21, 2004, the last reported sale price
of our common stock was $0.29 per share.

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

INVESTING IN THESE SECURITIES INVOLVES SIGNIFICANT RISKS. YOU SHOULD
CAREFULLY REVIEW THE SECTION OF THIS PROSPECTUS TITLED "RISK FACTORS", WHICH
BEGINS ON PAGE 4, BEFORE YOU MAKE AN INVESTMENT DECISION.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
AUTHORITY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR THEIR OFFER OR
SALE, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This prospectus is dated September 23, 2004.

NOTICE TO RESIDENTS OF THE STATE OF CALIFORNIA

Because of our current unprofitability and certain restrictions imposed on
us by California securities laws and regulations, each purchaser of our
securities in California, and each transferee thereof, must meet, along with
their spouses, one of the following suitability standards: (I) a net worth
(excluding home, furnishings and automobiles) of $250,000 or more and gross
annual income during 2003 and estimated during 2004 of $65,000 from all sources;
or (II) a net worth (excluding home, furnishings and automobiles) of $500,000 or
more; or (III) a net worth (inclusive of home, furnishings and automobiles) of
$1,000,000 or more; or (IV) gross annual income during 2003 and estimated during
2004 of $200,000 or more from all sources. Each California resident purchasing
securities hereby will be deemed to represent that he, she or it comes within
one of the aforementioned categories. Purchasers in the State of California
should note that the exemption from registration set forth in California
Corporations Code Section 25104(h) (relating to public resales and secondary
trading of securities) will not be available to purchasers of our securities in
this offering. Other exemptions from registration may be available to purchasers
of our securities in this offering, which may permit purchasers of our
securities in the State of California to resell their securities. For example,
an exemption may be available to purchasers permitting, without registration, a
private sale by a BONA FIDE owner for his or her or its own account without
advertising and without being effected by or through a broker-dealer in a public
offering.

* * *

NOTICE TO RESIDENTS OF THE STATE OF FLORIDA

This offering has not been registered with the Division of Securities and
Finance of the State of Florida, and is being made pursuant to an exemption from
registration under the securities laws of that state. In the State of Florida,
this offering is limited to corporations with assets in excess of $500,000 that
purchase more than $50,000 in our securities in this offering, unless another
exemption from registration is available. Prior to purchasing our securities in
this offering, a prospective purchaser in the State of Florida will be required
to execute investment documents confirming that it (I) is a corporation; (II)
has greater than $500,000 in assets; and (III) is purchasing more than $50,000
of our securities in this offering.

* * *

NOTICE TO RESIDENTS OF THE COMMONWEALTH OF MASSACHUSETTS

This offering has not been registered in the Commonwealth of
Massachusetts, and is being offered pursuant to an exemption from registration
under the securities laws of that state. Unless another exemption from
registration is available, this offering is limited to banks, savings
institutions, insurance companies, investment companies, pension and
profit-sharing trusts, other financial institutions and institutional buyers,
and broker-dealers, whether purchasing for themselves or in a fiduciary
capacity. Each prospective Massachusetts investor must execute a subscription
agreement that includes a representation that it comes within one of the
aforementioned categories prior to purchasing any of our securities.

* * *

NOTICE TO RESIDENTS OF THE STATE OF NEW HAMPSHIRE

Because of certain restrictions imposed by New Hampshire securities laws
and regulations, each purchaser of our securities must meet the following
suitability standards: (I) a minimum annual taxable income of $50,000 and a
minimum net worth (excluding home, home furnishings and automobiles) of
$125,000; or (II) a minimum net worth (excluding home, home furnishings and
automobiles) of $250,000. Each New Hampshire resident must execute a
subscription agreement that includes a representation that he, she or it comes
within one of the aforementioned categories prior to purchasing any of our
securities.

* * *

NOTICE TO RESIDENTS OF THE COMMONWEALTH OF VIRGINIA

Because of certain restrictions imposed by Virginia securities laws and
regulations, each purchaser of our securities in Virginia must meet one of the
following suitability standards: (I) a net worth (inclusive of home, furnishings
and automobiles) of $1,000,000 or more; or (II) gross annual income during each
of 2002 and 2003 and estimated during 2004 of $200,000 or more from all sources.
Each Virginia resident must execute a subscription agreement that includes a
representation that he, she or it comes within one of the aforementioned
categories prior to purchasing any of our securities.

* * *

NOTICE TO RESIDENTS OF THE STATE OF WASHINGTON

This offering has not been registered in the State of Washington, and is
being offered pursuant to an exemption from registration under the securities
laws of that state. Unless another exemption from registration is available,
this offering is limited to banks, savings institutions, insurance companies,
investment companies, pension and profit-sharing trusts, other financial
institutions and institutional buyers, and broker-dealers, whether purchasing
for themselves or in a fiduciary capacity. Each prospective Washington investor
must execute a subscription agreement that includes a representation that it
comes within one of the aforementioned categories prior to purchasing any of our
securities.

* * *

NOTICE TO RESIDENTS OF THE STATE OF WISCONSIN

This offering has not been registered in the State of Wisconsin, and is
being offered pursuant to an exemption from registration under the securities
laws of that state. This offering is limited to accredited individuals, unless
another exemption from registration is available. Each purchaser of Units in
Wisconsin must meet one of the following suitability standards: (I) a net worth
(inclusive of home, furnishings and automobiles) of $1,000,000 or more; or (II)
individually, gross annual income during each of 2002 and 2003 and estimated
during 2004 of $200,000 or more from all sources; or (iii) with his or her
spouse, gross annual income during each of 2002 and 2003 and estimated during
2004 of $300,000 or more from all sources. Each Wisconsin resident must execute
a subscription agreement that includes a representation that he or she comes
within one of the aforementioned categories prior to purchasing any of our
Units.

* * *

TABLE OF CONTENTS
-----------------

PAGE
----

Prospectus Summary......................................................... 1

Risk Factors............................................................... 4

Forward-Looking Statements................................................. 11

Use of Proceeds............................................................ 11

Dividend Policy............................................................ 11

Selling Security Holders................................................... 11

Plan of Distribution....................................................... 12

Capitalization............................................................. 14

Selected Consolidated Financial Data....................................... 15

Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................. 16

Business................................................................... 22

Executive Officers and Directors........................................... 29

Organization Within the Past Five Years.................................... 36

Certain Relationships and Related Transactions............................. 37

Market for Common Equity .................................................. 41

Principal Stockholders..................................................... 41

Description of Capital Stock............................................... 44

Shares Eligible for Future Sale............................................ 46

Transfer Agent and Registrar............................................... 47

Legal Matters.............................................................. 47

Experts.................................................................... 47

Additional Information..................................................... 47

Index to Financial Statements.............................................. F

* * *

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PROSPECTUS SUMMARY

YOU SHOULD READ THE FOLLOWING SUMMARY TOGETHER WITH THE MORE DETAILED
INFORMATION IN THIS PROSPECTUS REGARDING US AND THE RISKS ASSOCIATED WITH
PURCHASING OUR SECURITIES.

OUR COMPANY
-----------

We are a provider of public information via our proprietary data
integration solutions through our wholly-owned subsidiaries, LocatePLUS
Corporation, Worldwide Information, Inc., Certifion Corporation (d/b/a
Entersect), Dataphant, Inc., and Metrigenics, Inc. (together with LocatePLUS
Holdings Corporation, we refer to these companies collectively as the
"LocatePLUS Group").

Since 1996, we have sold a CD-ROM-based product, which we refer to as
Worldwide Information(TM), that enables users to search certain motor vehicle
records and drivers' license information in multiple states through a dynamic
search engine, using complete or partial information.

Since March 1, 2000, we have maintained a database that is accessible
through the Internet known as LocatePLUS(TM). Our LocatePLUS(TM) database
contains searchable and cross-referenced public information about individuals
throughout the United States, including individuals' names, addresses, dates of
birth, bankruptcies, social security numbers, prior residences and probable
acquaintances (such as neighbors and other individuals sharing a residence) and,
in certain circumstances, real estate holdings, liens, judgments, drivers'
license information and motor vehicle records. Information in our LocatePLUS(TM)
database is integrated in a manner that allows users to access it rapidly and
efficiently. During December 2002, we launched another version of our
LocatePLUS(TM) database that is accessible using certain wireless devices
manufactured by third parties, such as personal digital assistants and e-mail
capable pagers. We refer to that product as LocatePLUS AnyWhere(TM).

Since September 1, 2003, our wholly-owned subsidiary, Certifion
Corporation (D/B/A Entersect), has offered on-line self-certification products.

PLAN OF DISTRIBUTION
--------------------

All of the 12,820,000 shares of our Class A Voting Common Stock offered by
this prospectus may be offered and sold, from time to time, by the selling
security holders identified in this prospectus. We will not receive any of the
proceeds from the sale of shares by the selling security holders. We will pay
the expenses of preparing this prospectus and the related registration
statement.

The selling security holders have not advised us of any specific plan for
distribution of the shares offered hereby, but it is anticipated that the shares
will be sold from time to time by the selling security holders or by pledgees,
donees, transferees or other successors in interest on a best efforts basis
without an underwriter. Such sales may be made on the OTC Bulletin Board or any
national securities exchange upon which our shares may trade in the future,
over-the-counter, or otherwise, at prices and at terms then prevailing or at
prices related to the then current market price, or in negotiated transactions.
The shares may be sold by one or more of the following, without limitation:

o a block trade in which the broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
o purchases by a broker or dealer for its account pursuant to this
prospectus;
o ordinary brokerage transactions and transactions in which the broker
solicits purchases;
o through options, swaps or derivatives;
o in privately negotiated transactions;
o in transactions to cover short sales;
o through a combination of any such methods of sale; or
o in accordance with Rule 144 under the Securities Act, rather than
pursuant to this prospectus.

with a selling security holder to sell a specified number of shares at a
stipulated price per share, and, to the extent the broker-dealer is unable to do
so acting as agent for a selling security holder, to purchase as principal any
unsold shares at the price required to fulfill the broker-dealer commitment to a
selling security holder. Broker-dealers who acquire shares as principal may
thereafter resell the shares from time to time in transactions, which may
involve block transactions and sales to and through other broker-dealers,
including transactions of the nature described above, in the over-the counter
market or otherwise at prices and on terms then prevailing at the time of sale,
at prices then related to the then-current market price or in negotiated
transactions. In connection with resales of the shares, broker-dealers may pay
to or receive from the purchasers of shares commissions as described above.

Each selling security holder and any broker-dealers or agents that
participate with a selling security holder in the sale of the shares may be
deemed to be an "underwriter" within the meaning of the Securities Act. In that
event, any commissions received by broker-dealers or agents and any profit on
the resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.

From time to time the selling security holders may engage in short sales,
short sales against the box, puts and calls and other hedging transactions in
our securities, and may sell and deliver the shares in connection with such
transactions or in settlement of securities loans. These transactions may be
entered into with broker-dealers or other financial institutions. In addition,
from time to time, a selling security holder may pledge its shares pursuant to
the margin provisions of its customer agreements with its broker-dealer. Upon
delivery of the shares or a default by a selling security holder, the
broker-dealer or financial institution may offer and sell the pledged shares
from time to time.

HOW TO CONTACT US
-----------------

Our executive offices are located at 100 Cummings Center, Suite 235M,
Beverly, Massachusetts 01915. Our phone number is (978) 921-2727. Our website is
http://www.locateplus.com. Information on our website is not intended to be
incorporated into this prospectus.

2
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IMPORTANT NOTE CONCERNING OUR FINANCIAL CONDITION
-------------------------------------------------

Our financial statements were prepared on the assumption that we will
continue as a going concern, and our independent accountants have expressed
doubt as to that assumption. Our management estimates that our projected cash
flow from operations, plus our cash reserves, will be sufficient to permit us to
continue our current level of operations for at least twelve months from the
date of this prospectus. However, we plan to increase our sales and marketing,
product development, and administrative expenses. We intend to use the proceeds
from the exercise of our Public Warrants, if any, to fund our activities,
although there can be no assurance the funds will be available from the exercise
of our Public Warrants in the amounts or at the times that we require. For more
information on this matter, you should review our financial statements, which
begin on page SF-1 of this prospectus, as well as the section of this prospectus
titled "Management's Discussion and Analysis of Financial Condition and Results
of Operations".

OUR CAPITAL STRUCTURE AND SHARES ELIGIBLE FOR FUTURE SALE
---------------------------------------------------------

The following table outlines our capital stock as of July 31, 2004:

Shares of Class A Voting Common Stock outstanding...........90,766,428(1)
Shares of Class B Non-voting Common Stock outstanding.......72,898,596(2)
Total shares of both classes of Common Stock outstanding...163,655,024(1)(2)

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

(1) Assuming no exercise or conversion of:

o warrants to purchase 16,624,989 shares of Class A Voting Common Stock
outstanding as of July 31, 2004;

o options to purchase up to 12,048,700 shares of Class A Voting Common
Stock pursuant to our 1999 Incentive and Non-qualified Stock Option
Plan;

o a put option which permits us to sell up to $1,575,288 in shares of
Class A Voting Common Stock as of July 31, 2004;

o options to purchase up to 25,000,000 shares of Class A Voting Common
Stock pursuant to our 2003 Stock Plan;

o debt convertible into 44,444 shares of Class A Voting Common Stock at
the election of one debtholder; or

o debt convertible into 7,500,000 shares of Class A Voting Common Stock
at the election of one debt holder.

(2) Assuming no exercise or conversion of:

o warrants and options to purchase up to 10,683,249 shares of Class B
Non-voting Common Stock outstanding as of July 31, 2004; or

o options to purchase up to 25,000,000 shares of Class B Non-Voting
Common Stock pursuant to our 2003 Stock Plan.

* * *

3
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RISK FACTORS

ANY INVESTMENT IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND ALL OF THE INFORMATION
CONTAINED IN THIS PROSPECTUS BEFORE DECIDING WHETHER TO EXERCISE OUR PUBLIC
WARRANTS OR OTHERWISE PURCHASE ANY OF OUR SECURITIES. WE HAVE NOT ATTEMPTED TO
RANK THE FOLLOWING RISKS IN ORDER OF THEIR LIKELIHOOD.

RISKS RELATED TO OUR BUSINESS
-----------------------------

OUR FINANCIAL STATEMENTS WERE PREPARED ON THE ASSUMPTION THAT WE WILL CONTINUE
AS A GOING CONCERN, AND OUR INDEPENDENT ACCOUNTANTS HAVE EXPRESSED DOUBT AS TO
THAT ASSUMPTION.

Our financial statements were prepared on the assumption that we will
continue as a going concern, and our independent accountants have expressed
doubt as to that assumption. If sufficient capital is not available, we would
likely be required to reduce or discontinue our operations. We plan to increase
our sales and marketing, product development, and administrative expenses. We
intend to use the proceeds from the exercise of our Public Warrants (if any) to
fund our activities, although there can be no assurance the funds will be
available from the exercise of our Public Warrants in the amounts or at the
times we require. As a result, we may be required to raise additional capital,
which may not be available to us on favorable terms, if at all. If we are unable
to generate sufficient cash from operations and we are unable to raise
additional capital, we will be forced to discontinue some or all of our
operations, reduce the development of some or all of our products, or reduce our
workforce, all of which would materially adversely affect our business.

WE HAVE A HISTORY OF LOSSES, EXPECT FUTURE LOSSES AND CANNOT ASSURE YOU THAT WE
WILL ACHIEVE PROFITABILITY.

We have incurred significant net losses since our inception. We incurred
net losses of approximately $4.0 million in 2002 and $4.4 million in 2003. Our
accumulated deficit as of June 30, 2004 was approximately $27.0 million. We
anticipate that our expenses relating to our sales and marketing and product
development, as well as our general and administrative expenses, will increase
during the foreseeable future. To achieve profitability, we must generate
substantially more revenue than we have in prior years. Even if we ultimately
achieve profitability, we may not be able to sustain or increase our
profitability. If our revenue grows more slowly than we anticipate, or if our
operating expenses exceed our expectations, our operating results and financial
condition will be adversely affected. For more information on our history of
losses, you should review our financial statements, which are included in this
prospectus beginning on page SF-1.

OUR RIGHT TO USE CERTAIN THIRD PARTY DATA IS SUBJECT TO TERMINATION BY OUR
CURRENT DATA PROVIDERS. ANY SUCH TERMINATION COULD DISRUPT OUR BUSINESS.

We obtain our data from a variety of sources. Some of our data providers
may terminate our right to use their data in their sole discretion and without
any recourse to us. If our access to certain data sources is restricted, there
can be no assurance that we would be able to obtain and integrate replacement
data on a timely basis. In such an event, our products would likely be less
attractive to current and potential customers and our revenue would likely
decrease.

A SUBSTANTIAL PORTION OF OUR ASSETS CONSISTS OF AN AMOUNT DUE TO US FROM A THIRD
PARTY. IF THIS AMOUNT IS NOT REPAID, OUR FINANCIAL CONDITION COULD BE HARMED.

As of June 30, 2004, approximately $603,500 was owed to us by an
unaffiliated, privately-held leasing company, pursuant to a demand note that
bears interest at the rate of 11% per annum. We cannot guarantee the timing of
this repayment or that this amount will be repaid at all. In the event that this
amount is not repaid, our financial condition would be materially harmed.

OUR FUTURE QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY, WHICH COULD
ADVERSELY AFFECT THE PRICE OF OUR SECURITIES.

You should not rely on quarter-to-quarter comparisons of our historical
results as an indication of our future performance. If our quarterly operating
results do not meet the expectations of our investors, the market price of our
securities will likely decline. Our future quarterly results may fluctuate as a
result of many factors, some of which are outside our control, including:

o legal and regulatory developments that may adversely affect our
ability to collect or disseminate data;

o the timing, introduction and commercialization of our new products and
services (including the integration of additional datasets into our
databases);

o increased unemployment in the United States, which may result in
reduced use of our products by human resources personnel;

o the potential costs of protecting our intellectual property rights;

o the operating costs and capital expenditures related to the expansion
of our business operations and infrastructure, including the retention
of key personnel, the addition of new employees and the acquisition
and integration of new datasets;

o the introduction of similar or substitute databases by our
competitors; and

o the timing and establishment of our marketing and channel partnership
arrangements.

WE HAVE LIMITED PRODUCT OFFERINGS, AND IF DEMAND FOR THESE PRODUCTS DECLINES OR
FAILS TO DEVELOP AS WE EXPECT, OUR REVENUE WILL DECLINE.

We derive the majority of our current consolidated net revenue from two
products. Specifically, in the year ended December 31, 2003, and in the six
months ended June 30, 2004, we derived substantially all of our recurring
consolidated revenue from our CD-ROM-based Worldwide Information(TM) and
Internet-based LocatePLUS(TM) products. We expect that revenue from our
Internet-based and CD-ROM-based products will continue to account for a
significant portion of our total revenue for the foreseeable future. As a
result, continued and widespread market acceptance of our existing products is
critical to our future success. We cannot assure you that our current products
will achieve market acceptance at the rates at which we expect, or that demand
for our products will continue to grow. If our products do not achieve
increasing market acceptance, our revenue would most likely decline and our
financial condition would be adversely affected.

WE OBTAIN DATA FROM A VARIETY OF SOURCES. IF WE ARE UNABLE TO OBTAIN NECESSARY
DATA, OUR PRODUCTS MAY NOT BE ATTRACTIVE TO OUR TARGET CUSTOMERS.

Sources of our data include both private and government data providers,
including federal, state and local government agencies. From time to time,
certain sources of publicly available data, such as state motor vehicle
registries, have refused to release data to us. As a result, we have, on
occasion, been forced to obtain such data through the exercise of our rights
under the Freedom of Information Act. Such efforts can be costly and time
consuming, and we cannot guarantee that we will be able to successfully acquire
such data on a consistent basis. From time to time, we may also be required to
license or purchase additional data to expand our product offerings or maintain
our databases. We cannot assure you that such third-party licenses will be
available to us on commercially reasonable terms, or at all. Our inability to
maintain or obtain any third-party license required to sell or develop our
products or product enhancements could require us to obtain substitute, possibly
less current data, which would likely be less attractive to our current and
prospective customers.

IF WE CANNOT INTEGRATE, UPDATE AND IMPROVE OUR PRODUCTS, OUR PRODUCTS MAY BE
LESS ATTRACTIVE TO OUR TARGET MARKET, WHICH WOULD ADVERSELY AFFECT OUR REVENUES
AND FINANCIAL CONDITION.

We must continuously update our databases so that we may provide datasets
to customers that are accurate and current. We must also integrate additional
datasets for our products to remain competitive. Updating our databases and
integrating additional datasets are time-consuming processes and often require
extensive resources, as we often obtain public documents in a form that is not
suitable for use in any of our products. For example, we often receive "raw
data" on electronic tape media from state motor vehicle licensing agencies that
must be modified so that it can be searched rapidly based upon partial
information. We can give no assurance that we will have adequate resources to
update our datasets or to integrate new datasets. If we are unable to update our
datasets or integrate new datasets, our products are likely to be less desirable
to our target market than those of our competitors, and our sales and financial
condition would be adversely affected.

THE MARKET FOR DATABASE PRODUCTS AND SERVICES IS HIGHLY COMPETITIVE, AND WE MAY
NOT BE ABLE TO EFFECTIVELY COMPETE IN THIS MARKET.

Our industry is intensely competitive and we expect competition to
continue to increase from both existing competitors and new market entrants.
Many of the companies that currently compete with us, as well as other companies
with whom we may compete in the future, are national or international in scope
and have greater resources than we do. Those resources could enable those
companies to initiate price cuts or take other measures in an effort to gain
market share in our target markets. We may have inadequate resources to compete
against such businesses.

For example, our LocatePLUS(TM) product competes with products offered by:

o Accurint;

o ChoicePoint;

o Confi-chek.com;

o FlatRateInfo.com; and

o Lexis-Nexis.

Our Worldwide Information(TM) product primarily competes with the
registries of motor vehicles of various states that sell their data to screened
users. These state agencies generally provide data in "raw form" without the
search capabilities that we provide in our Worldwide Information(TM) product.

We cannot assure you that we will be able to compete successfully against
these or other current and future participants in our markets or against
alternative technologies, nor can we assure you that the competitive pressures
that we face will not adversely affect our business.

WE FACE RISKS ASSOCIATED WITH OUR STRATEGIC ALLIANCES, WHICH COULD LIMIT OUR
ABILITY TO INCREASE OUR MARKET SHARE.

From time to time, we enter into "channel partner" arrangements and
similar strategic alliances, through which we license access to our databases to
third parties in exchange for royalties. We can give no assurance that we will
be able to identify and secure appropriate channel partners or that any channel
partner arrangements will be profitable. If we are unable to enter into
appropriate channel partner arrangements, use of our database may not grow
sufficiently to meet our business objectives. Disruptions in our relations with
our channel partners may adversely effect our financial condition and the
results of our operations.

TO INCREASE OUR REVENUE, WE MUST INCREASE OUR SALES FORCE AND EXPAND OUR
DISTRIBUTION CHANNELS. WE CAN NOT ASSURE YOU THAT WE WILL BE SUCCESSFUL IN THESE
EFFORTS.

To date, we have sold our products primarily through our direct sales and
tele-sales force. Our future revenue growth will depend in large part on
recruiting and training additional direct sales and tele-sales personnel and
expanding our distribution channels. We may experience difficulty recruiting
qualified sales and support personnel and establishing third-party distribution
relationships such as channel partner arrangements. We may not be able to
successfully expand our tele-sales force or other distribution channels, and any
such expansion, if achieved, may not result in increased revenue or profits.

WE MAY NOT BE ABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY, AND WE MAY
BE SUBJECT TO INFRINGEMENT CLAIMS THAT MAY ADVERSELY AFFECT OUR BUSINESS AND
FINANCIAL CONDITION.

Our products consist of publicly available data that we organize to permit
rapid and effective computerized searches. Because our datasets consist of
publicly available data, we cannot prevent competitors from developing
equivalent databases. We anticipate that our success will depend, in part, on
our proprietary data integration and linking methodologies. We have not
obtained, and do not anticipate that we will obtain, patent protection for these
methodologies. We rely on trade secret rights, confidentiality agreements and
procedures and licensing arrangements to establish and protect our proprietary
rights with respect to our data integration methodologies. Despite our efforts,
third parties could attempt to copy or otherwise obtain and make unauthorized
use of our products or independently develop similar products.

WE FACE SIGNIFICANT SECURITY RISKS RELATED TO OUR ELECTRONIC TRANSMISSION OF
CONFIDENTIAL INFORMATION. IF WE ARE UNABLE TO ADEQUATELY PROTECT CERTAIN
CONFIDENTIAL INFORMATION, OUR REPUTATION AND BUSINESS WOULD BE ADVERSELY
AFFECTED, AND WE COULD BE SUBJECT TO LIABILITY IN CERTAIN JURISDICTIONS.

We rely on commercially available encryption software and other
technologies to provide system security and to effect secure transmission of
confidential information, such as credit card numbers. Advances in computer
capabilities, new discoveries in the field of cryptography, or other events or
developments may result in a compromise or breach of the security measures used
by us to protect customer transaction data. If our security systems were to be
compromised, it could have a material adverse effect on our reputation and
business and, under the laws of certain jurisdictions, we may be subject to
significant liabilities and reporting obligations. A party who is able to
circumvent our security measures could misappropriate our information, cause
interruptions in our operations, damage our reputation and customers'
willingness to use our products and subject us to possible liability under
applicable states' privacy laws. We may be required to expend significant
capital and other resources to protect against these security breaches or to
alleviate problems caused by these breaches.

OUR PRODUCTS MAY HAVE UNKNOWN DEFECTS WHICH COULD HAVE ADVERSE EFFECTS ON OUR
CUSTOMER RELATIONS AND FINANCIAL RESULTS.

Datasets as complex as those that we develop may contain undetected
defects or errors. For example, our products may contain unknown defects due to
errors in the data that we purchase from our data providers. Despite testing,
defects or errors may occur in our existing or new products, which could make
them less attractive to our target markets. As a result, defects and errors in
our datasets could result in loss of revenue or market share, failure to achieve
market acceptance, diversion of development resources, injury to our reputation
and an adverse effect on our business, financial condition and results of
operation.

DEFECTS OR ERRORS COULD RESULT IN PRODUCT LIABILITY CLAIMS THAT MAY NOT BE
COVERED BY OUR INSURANCE.

Our datasets may contain errors, which may give rise to claims against us.
We generally disclaim all warranties on the data we include in our products.
However, our disclaimers may not be enforceable. In such an event, or if
liabilities arise that are not contractually limited, our business could be
adversely affected. We currently do not maintain professional liability
insurance, and our general liability insurance may not cover claims of this
nature.

WE MAY ENCOUNTER DIFFICULTIES MANAGING OUR PLANNED GROWTH.

We intend to expand our customer base and develop new products. To manage
our anticipated growth, we must continue to improve our operational and
financial systems and expand, train, retain and manage our employee base. Any
growth of our business may place a strain on our managerial and financial
resources.

IF WE ARE NOT ABLE TO HIRE, INTEGRATE OR RETAIN QUALIFIED PERSONNEL, WE MAY NOT
BE ABLE TO CONTINUE OUR BUSINESS AS PRESENTLY CONDUCTED.

The recent growth in our business has resulted in an increase in the
responsibilities of our personnel. Several of our personnel are presently
serving in more than one capacity. Competition for experienced and qualified
personnel in our industry is intense. We may not be able to retain our current
key employees, or attract, integrate or retain other qualified personnel in the
future. If we do not succeed in attracting new personnel or in integrating,
retaining and motivating our current personnel, our business could be harmed.

WE DEPEND ON OUR KEY EMPLOYEES FOR OUR FUTURE SUCCESS; THE LOSS OF ANY OF OUR
KEY EMPLOYEES COULD DELAY OUR PLANNED GROWTH AND LIMIT OUR ABILITY TO ACHIEVE
PROFITABILITY.

Our success depends to a significant extent on the performance and
continued service of our senior management and other key employees, and
particularly those of our President and Chief Executive Officer, Mr. Jon R.
Latorella. We have no employment agreements with any of our employees. The loss
of the services of any of our senior management or any of our other key
employees would disrupt our operations and would delay our planned growth while
we worked to replace those employees. We do not maintain "key man" life
insurance on any of our employees. As a result, if any of our key employees were
to die or become unable to provide services for us, our operations would be
disrupted and we would have no means of recovering any resulting losses.

THERE IS NO ASSURANCE THAT WE WILL PAY DIVIDENDS IN THE FUTURE.

We have never declared or paid a dividend. At this time, we do not
anticipate paying any dividends in the future. We are under no legal or
contractual obligation to declare or to pay dividends, and the timing and amount
of any future dividends and distributions is at the discretion of our Board of
Directors and will depend, among other things, on our future after-tax earnings,
operations, capital requirements, borrowing capacity, financial condition and
general business conditions. We plan to retain any earnings for use in the
operation of our business. You should not purchase our securities on the
expectation of future dividends.

RISKS RELATED TO OUR INDUSTRY
-----------------------------

EXISTING GOVERNMENT REGULATIONS AND INDUSTRY STANDARDS MAY LIMIT OUR ABILITY TO
ACQUIRE OR DISSEMINATE DATA. IF OUR ABILITY TO ACQUIRE OR DISSEMINATE DATA IS
LIMITED, OUR REVENUES WILL DECREASE AND OUR FINANCIAL CONDITION WILL BE
ADVERSELY AFFECTED. WE MAY ALSO BE SUBJECT TO LIABILITY ARISING FROM SUCH
REGULATIONS.

Much of the data we provide is subject to regulation by the Federal Trade
Commission under the Federal Fair Credit Reporting Act and Title V of the
Financial Services Modernization Act (which is also referred to as the
"Gramm-Leach-Bliley Act"), and by various other federal, state and local
regulatory authorities pursuant to a variety of laws. These laws and regulations
are designed to protect individuals from the misuse of their personal
information.

We have not engaged counsel or any other third party to review our
activity in light of these laws and regulations, although we believe that our
activities do not violate any law specifically applicable to the dissemination
of data concerning individuals. However, our belief may be incorrect, and we may
be in violation of laws governing the dissemination of data. In such a case, we
may be subject to enforcement action by regulatory agencies and claims against
us by individuals (to the extent such laws permit private rights of action). Any
such claims could significantly disrupt our business and operations. We do not
currently maintain liability insurance to cover such claims.

FUTURE GOVERNMENT REGULATION MAY FURTHER LIMIT OUR ABILITY TO PROVIDE OUR
PRODUCTS TO CUSTOMERS AND CAUSE US TO LOSE REVENUE.

Future laws or regulations that further restrict the use of personal or
public record information could disrupt our business and could cause us to lose
revenue. For example, if laws were enacted that restricted our use of Social
Security numbers, our ability to provide meaningful data to our customers would
be adversely affected. If we are unable to respond to regulatory or industry
standards effectively, our business, financial condition and results of
operation would be adversely affected. Our future success will depend, in part,
on our ability to enhance and improve the responsiveness, functionality and
features of our products and services in accordance with newly-imposed
regulatory or industry standards, of which we can give no assurance.

WE COULD FACE LIABILITY BASED ON THE NATURE OF OUR SERVICES AND THE CONTENT OF
THE MATERIALS THAT WE PROVIDE.

We may face potential liability from individuals, government agencies or
businesses for defamation, invasion of privacy, negligence, copyright, patent or
trademark infringement and other claims based on the nature and content of the
data contained in our products. Although we carry a limited amount of general
liability insurance, our insurance may not cover claims of these types and may
not be adequate to indemnify us for liability that may be imposed. Any
imposition of liability, particularly liability that is not covered by insurance
or which is in excess of our insurance coverage, would negatively affect our
reputation, business, financial condition and results of operations.

RISKS ASSOCIATED WITH AN INVESTMENT IN OUR SECURITIES
-----------------------------------------------------

WE HAVE A LARGE NUMBER OF SECURITIES THAT ARE AVAILABLE FOR RESALE. SALES OF
THESE SECURITIES COULD CAUSE THE PRICE OF OUR SECURITIES TO DECLINE.

Sales of a large number of shares of our securities in the public markets,
or the potential for such sales, could decrease the trading price of our
securities and could impair our ability to raise capital through future sales of
our securities. As of July 31, 2004, we had 90,766,428 shares of Class A Voting
Common Stock issued and outstanding and 72,898,596 shares of Class B Non-voting
Common Stock issued and outstanding. If all of our options, put rights, warrants
and convertible securities issued as of July 31, 2004 were exercised as of that
date, we

would have had 142,822,327 shares of Class A Voting Common Stock issued and
outstanding and 85,531,845 shares of Class B Non-voting Common Stock issued and
outstanding.

WE HAVE ISSUED A SUBSTANTIAL NUMBER OF WARRANTS AND OTHER CONVERTIBLE
SECURITIES. OUR WARRANTS AND CONVERTIBLE SECURITIES MAY CAUSE THE TRADING PRICE
OF OUR SECURITIES TO DECLINE, AND MAY LIMIT OUR ABILITY TO RAISE CAPITAL FROM
OTHER SOURCES.

As of July 31, 2004, there were 16,624,989 shares of Class A Voting Common
Stock issuable upon the exercise of warrants. As of that date, there also were
44,444 shares of Class A Voting Common Stock issuable upon conversion of a
certain $10,000 convertible promissory note, 7,500,000 shares of Class A Voting
Common Stock issuable upon conversion of a certain $3,000,000 convertible term
note (discussed below), and we had reserved 12,048,700 shares of our Class A
Voting Common Stock for issuance pursuant to our 1999 Incentive and
Non-Qualified Stock Option Plan and 25,000,000 shares of our Class A Voting
Common Stock reserved for issuance pursuant to our 2003 Stock Plan.

As of July 31, 2004, there were 10,683,249 shares of Class B Non-voting
Common Stock issuable upon the exercise of warrants, and 25,000,000 shares of
Class B Non-voting Common Stock reserved for issuance pursuant to our 2003 Stock
Plan.

While these securities are outstanding, the holders will have the
opportunity to profit from a rise in the price of our securities with a
resulting dilution (upon exercise or conversion) in the value of the interests
of our other security holders. Our ability to obtain additional financing during
the period these convertible securities are outstanding may be adversely
affected and their existence may have a negative effect on the price of our
securities. The holders of these securities are likely to exercise them at a
time when we would, in all likelihood, be able to obtain any needed capital by a
new offering of securities on terms more favorable to us than those of the
outstanding warrants and convertible promissory notes.

EXISTING STOCKHOLDERS MAY EXPERIENCE SIGNIFICANT DILUTION FROM THE SALE OF
SECURITIES PURSUANT TO OUR INVESTMENT AGREEMENT WITH DUTCHESS.

In August 2003, we entered into an Investment Agreement with Dutchess
Private Equities Fund, L.P., pursuant to which we issued a "put" right to
Dutchess. Under the Investment Agreement, also referred to as an "equity line of
credit," we may put shares of our Class A Voting Common Stock to Dutchess under
certain circumstances, at a 5% discount to the lowest closing bid price for the
ten days immediately following our notice to Dutchess of our election to
exercise our put right. These discounted sales could cause the price of our
Class A Voting Common Stock to decline. The sale of those shares under the
equity line of credit will have a dilutive impact on our stockholders. As a
result, our net income per share could decrease in future periods, and the
market price of our Class A Voting Common Stock could also decline. In addition,
the lower our stock price at the time we exercise our put option, the more
shares we will have to issue to Dutchess to draw down on the full equity line.
If our stock price decreases, our existing stockholders would experience greater
dilution.

EXISTING STOCKHOLDERS MAY EXPERIENCE SIGNIFICANT DILUTION FROM THE SALE OF
SECURITIES PURSUANT TO OUR INVESTMENT AGREEMENT WITH LAURUS FUNDS.

On June 17, 2004 we entered into a Securities Purchase Agreement with
Laurus Master Fund, Ltd., a Cayman Islands company, relating to the private
placement of a convertible term note issued by the Company in the principal
amount of $3,000,000 due June 17, 2007 (the "Note"), and a common stock purchase
warrant (the "Warrant"). We also entered into related security documents and a
Registration Rights Agreement. The Note is convertible into 7,500,000 shares of
our Class A Voting Common Stock at a fixed conversion rate of $0.40 per share
and the Warrant provides for the purchase of up to 1,320,000 shares of Class A
Common Stock at a price of $0.45 each, subject to customary adjustments, until
June 17, 2009. Therefore, an aggregate of 8,820,000 shares of Class A Common
Stock are issuable upon conversion of the Note and exercise of the Warrant.

OUR SECURITIES HAVE BEEN THINLY TRADED ON THE OVER-THE-COUNTER BULLETIN BOARD,
WHICH MAY NOT PROVIDE LIQUIDITY FOR OUR INVESTORS.

Our securities are quoted on the Over-the-Counter Bulletin Board. The
Over-the-Counter Bulletin Board is an inter-dealer, over-the-counter market that
provides significantly less liquidity than the NASDAQ Stock Market or

national or regional exchanges. Securities traded on the Over-the-Counter
Bulletin Board are usually thinly traded, highly volatile, have fewer market
makers and are not followed by analysts. The Securities and Exchange
Commission's order handling rules, which apply to NASDAQ-listed securities, do
not apply to securities quoted on the Over-the-Counter Bulletin Board. Quotes
for stocks included on the Over-the-Counter Bulletin Board are not listed in
newspapers. Therefore, prices for securities traded solely on the
Over-the-Counter Bulletin Board may be difficult to obtain and holders of our
securities may be unable to resell their securities at or near their original
acquisition price, or at any price.

OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER CURRENTLY OWNS A SUBSTANTIAL PORTION
OF OUR VOTING SECURITIES. THEREFORE, HE HAS SUBSTANTIAL CONTROL OVER APPROVING
CERTAIN TRANSACTIONS AND MATTERS PRESENTED TO OUR STOCKHOLDERS.

Mr. Jon R. Latorella, our President and Chief Executive Officer, currently
controls approximately 39% of our voting securities. He will continue to hold a
substantial portion of our voting securities even if all of the convertible
securities exercisable for shares of Class A Voting Common Stock (including the
Public Warrants) are exercised. Mr. Latorella's holdings may delay, deter or
prevent transactions, such as tender offers, that could benefit other investors.

"PENNY STOCK" RULES MAY MAKE BUYING OR SELLING OUR SECURITIES DIFFICULT.

Trading in our securities is subject to the Securities and Exchange
Commission's "penny stock" rules and it is anticipated that trading in our
securities will continue to be subject to the penny stock rules for the
foreseeable future. The Securities and Exchange Commission has adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00 per share, subject to certain exceptions.
These rules require that any broker-dealer who recommends our securities to
persons other than prior customers and accredited investors must, prior to the
sale, make a special written suitability determination for the purchaser and
receive the purchaser's written agreement to execute the transaction. Unless an
exception is available, the regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure schedule explaining the
penny stock market and the risks associated with trading in the penny stock
market. In addition, broker-dealers must disclose commissions payable to both
the broker-dealer and the registered representative and current quotations for
the securities they offer. The additional burdens imposed upon broker-dealers by
such requirements may discourage broker-dealers from recommending transactions
in our securities, which could severely limit the liquidity of our securities
and consequently adversely affect the market price for our securities.

WE MAY SELL ADDITIONAL SHARES IN THE FUTURE, WHICH COULD CAUSE THE PRICE OF OUR
SECURITIES TO DECLINE.

We currently have 150,000,000 shares of Class A Voting Common Stock and
250,000,000 shares of Class B Non-voting Common Stock authorized. As a result,
we have substantial amounts of authorized but unissued capital stock. Our Second
Amended and Restated Certificate of Incorporation and applicable provisions of
Delaware law provide that we may issue authorized capital stock at the approval
of our Board of Directors, and no stockholder vote or other form of stockholder
approval is required for us to issue such capital stock. Consequently, we could
issue shares of either class of our common stock in connection with future
financings or acquisitions or in conjunction with equity compensation
arrangements. The offering prices in connection with those future issuances
could be less than the current sales prices of our securities. Any future
issuances of any of our securities could cause the trading price of our
securities to decline.

INVESTORS MUST CONTACT A BROKER-DEALER TO TRADE OVER-THE-COUNTER BULLETIN BOARD
SECURITIES. AS A RESULT, YOU MAY NOT BE ABLE TO BUY OR SELL OUR SECURITIES AT
THE TIMES THAT YOU MAY WISH.

Even though our securities are quoted on the Over-the-Counter Bulletin
Board, the Over-the-Counter Bulletin Board may not permit our investors to sell
securities when and in the manner that they wish. Because there are no automated
systems for negotiating trades on the Over-the-Counter Bulletin Board, they are
conducted via telephone. In times of heavy market volume, the limitations of
this process may result in a significant increase in the time it takes to
execute investor orders. Therefore, when investors place market orders - an
order to buy or sell a specific number of shares at the current market price -
it is possible for the price of a stock to go up or down significantly during
the lapse of time between placing a market order and its execution.

FORWARD-LOOKING STATEMENTS

Some of the statements under "Prospectus Summary," "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Business" and elsewhere in this prospectus constitute
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
statements involve known and unknown risks, uncertainties, and other factors
that may cause our or our industry's actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by these
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "expects," "plans,"
"anticipates," "believes," "estimates," "predicts," "potential," "continue" or
the negative of these terms or other comparable terminology. Although we believe
that the assumptions underlying our forward-looking statements are reasonable,
we cannot guarantee future results, levels of activity, performance or
achievements.

USE OF PROCEEDS

This prospectus relates to the resale of shares of our Class A Voting
Common Stock owned by NFC Corporation, a current stockholder and by Laurus
Master Fund, Ltd., which will become a stockholder upon the exercise of a common
stock purchase warrant or upon the conversion of a convertible term note. We
will not receive any of the proceeds from the resale of the shares of Class A
Voting Common Stock owned by either of the selling security holders.

DIVIDEND POLICY

We have never declared or paid a cash dividend. At this time, we do not
anticipate paying dividends in the future. We are under no legal or contractual
obligation to declare or to pay dividends, and the timing and amount of any
future cash dividends or distributions is at the discretion of our Board of
Directors and will depend, among other things, on our future after-tax earnings,
operations, capital requirements, borrowing capacity, financial condition and
general business conditions. We plan to retain any earnings for use in the
operation of our business and to fund future growth. You should not purchase any
of our securities on the expectation of future dividends.

SELLING SECURITY HOLDERS

This prospectus relates to the resale from time to time of up to a total
of 12,820,000 shares of our Class A Voting Common Stock by the selling
stockholders, comprising:

o 4,000,000 shares of Class A Voting Common Stock;
o 1,320,000 shares of Class A Voting Common Stock issuable upon exercise
of a warrant with an exercise price of $0.45per share;
o 7,500,000 shares of Class A Voting Common Stock issuable upon the
conversion of a term note with a fixed conversion rate of $0.40 per
share; and

On June 17, 2004 we entered into a Securities Purchase Agreement with
Laurus Master Fund, Ltd., a Cayman Islands company and, in a private placement
exempt from the registration requirements of the Securities Act, we issued a
convertible term note in the principal amount of $3,000,000 due June 17, 2007
(the "Note"), and a common stock purchase warrant (the "Warrant"). We also
entered into related security documents and a Registration Rights Agreement
whereby, among other things, we agreed to file a registration statement, of
which this prospectus is a part, with the SEC, to register the resale of the
shares of our Class A Common Stock that we will issue upon exercise of Warrant
and upon conversion of the Note. We agreed to keep the registration statement
effective until the date when all of the shares registered hereunder are sold or
the date on which the shares registered hereunder can be sold without
registration and without restriction as to the number of shares that may be
sold. The Note is convertible into 7,500,000 shares of our Class A Voting Common
Stock at a fixed conversion rate of $0.40 per share and the Warrant provides for
the purchase of up to 1,320,000 shares of Class A Common Stock at a price of
$0.45 each, subject to customary adjustments, until June 17, 2009.

On June 8, 2004, we issued 4,000,000 shares of our Class A Voting Common
Stock to NFC Corporation in a private placement exempt from the registration
provisions of the Securities Act in exchange for certain investor relations
services to be performed by NFC Corporation. At that time, we agreed to file a
registration statement, of which this prospectus is a part, with the SEC, to
register the resale of the 4,000,000 issued and outstanding shares of our Class
A Common Stock included in this prospectus. We expect NFC Corporation to
complete its work no later than June 30, 2005.

The offers and sales of securities set forth above were made in reliance
on Section 4(2) of the Securities Act and Rule 506 promulgated thereunder. We
received representations from each of Laurus Master Fund, Ltd. and NFC
Corporation that, at the time of the offer and sale, each was an accredited
investor as such term is defined in Rule 501(a) of Regulation D. In addition,
each represented that the securities were acquired for their own account for
investment purposes only and without a view toward or for resale in connection
with their distribution and no general solicitation was undertaken. Each of the
selling security holders has represented to us that it is neither a registered
broker-dealer nor an affiliate thereof.

The selling security holders may offer their shares of common stock for
sale from time to time at market prices prevailing at the time of sale or at
negotiated prices, and without payment of any underwriting discounts or
commissions except for usual and customary selling commissions paid to brokers
or dealers.

The following table sets forth, as of September 1, 2004, the number of
shares being held of record or beneficially by the selling security holders. All
of the data presented is based upon information currently available to the
company.

BENEFICIAL OWNERSHIP OF BENEFICIAL OWNERSHIP OF
SELLING SECURITY HOLDER SHARES
PRIOR TO OFFERING(4) AFTER OFFERING(5)
-------------------------------- ----------------------
NUMBER PERCENT NUMBER OF
SHARES
OFFERED
NAME OF SELLING SECURITY HOLDER HEREBY(5) NUMBER PERCENT

Laurus Master Fund, Ltd.(1)(2) 8,820,000 8.9 8,820,000 - *
NFC Corporation(3) 4,000,000 4.4 4,000,000 - *

________________

* Less than one percent of outstanding shares of class.

(1) Includes 7,500,000 shares (to be acquired during the effectiveness of this
registration statement, but not within 60 days of July 31, 2004) issuable upon
conversion of the Note and 1320,000 shares issuable upon exercise of the
Warrant.
(2) Laurus Master Fund, Ltd. exercises dispositive and voting control with
respect to the securities to be offered for resale. Laurus Capital Management,
L.L.C. controls Laurus Master Fund, Ltd. Eugene Grin and David Grin are the sole
members of Laurus Capital Management, L.L.C.
(3) Geoffrey J. Eiten, President of NFC Corporation exercises dispositive and
voting control with respect to the securities to be offered for resale.
(4) Except as stated in Note 1 above, applicable percentage of ownership is
based on 90,766,428 shares of Class A Voting Common Stock outstanding as of July
31, 2004, plus any securities held by such holder for or convertible into Class
A Voting Common Stock within sixty (60 days) of July 31, 2004.
(5) Assumes that all shares are sold pursuant to this offering and that no
other shares of common stock are acquired or disposed of by the selling security
holders prior to the termination of this offering. Because the selling security
holders may sell all, some or none of their shares or may acquire or dispose of
other shares of common stock, we cannot estimate the aggregate number of shares
which will be sold in this offering or the number or percentage of shares of
common stock that each selling security holder will own upon completion of this
offering.

PLAN OF DISTRIBUTION

o a block trade in which the broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
o purchases by a broker or dealer for its account pursuant to this
prospectus;
o ordinary brokerage transactions and transactions in which the broker
solicits purchases;
o through options, swaps or derivatives;
o in privately negotiated transactions;
o in transactions to cover short sales;
o through a combination of any such methods of sale; or
o through a combination of any such methods of sale; or
o in accordance with Rule 144 under the Securities Act, rather than
pursuant to this prospectus.

Each of the selling security holders may sell its shares directly to
purchasers or may use brokers, dealers, underwriters or agents to sell its
shares. Brokers or dealers engaged by the selling security holders may arrange
for other brokers or dealers to participate. Brokers or dealers may receive
commissions, discounts or concessions from a selling security holder, or, if any
such broker-dealer acts as agent for the purchaser of shares, from the purchaser
in amounts to be negotiated immediately prior to the sale. The compensation
received by brokers or dealers may, but is not expected to, exceed that which is
customary for the types of transactions involved. Broker-dealers may agree with
a selling security holder to sell a specified number of shares at a stipulated
price per share, and, to the extent the broker-dealer is unable to do so acting
as agent for a selling security holder, to purchase as principal any unsold
shares at the price required to fulfill the broker-dealer commitment to a
selling security holder. Broker-dealers who acquire shares as principal may
thereafter resell the shares from time to time in transactions, which may
involve block transactions and sales to and through other broker-dealers,
including transactions of the nature described above, in the over-the counter
market or otherwise at prices and on terms then prevailing at the time of sale,
at prices then related to the then-current market price or in negotiated
transactions. In connection with resales of the shares, broker-dealers may pay
to or receive from the purchasers of shares commissions as described above.

CAPITALIZATION

The table below sets forth our capitalization as of June 30, 2004.

You should read this table in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations", and our
consolidated financial statements and the related notes beginning on page SF-1
of this prospectus.

JUNE 30,
2004
--------------
(IN THOUSANDS)
DEBT:
Current portion of notes, convertible debt and capital
lease obligations......................................... $ 2,043
=========
Capital lease obligations and notes, net of current
portion................................................... 3,755
=========
13

STOCKHOLDERS' EQUITY:
Common Stock, par value $0.01 per share:
Class A Voting Common Stock, 150,000,000 shares
authorized; 90,458,607 shares issued and outstanding..... 905
Class B Non-voting Common Stock, 250,000,000 shares
authorized; 72,898,596 shares issued and outstanding..... 729
Additional paid-in capital................................... 24,610
Warrants..................................................... 2,237
Common stock subscriptions receivable ....................... (500)
Accumulated deficit.......................................... (26,612)
---------
TOTAL STOCKHOLDERS' EQUITY................................... 1,369
---------
TOTAL CAPITALIZATION......................................... $ 7,167
=========

SELECTED CONSOLIDATED FINANCIAL DATA

You should read the selected financial data set forth below in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our consolidated financial statements and the related notes
included elsewhere in this prospectus. The statement of operations data set
forth on the following page for the years ended December 31, 2002 and 2003 and
the balance sheet data as of December 31, 2003 have been derived from our
audited consolidated financial statements included elsewhere in this prospectus.
The statement of operations data set forth on the following page for the six
months ended June 30, 2003 and 2004 and the balance sheet data as of June 30,
2004 have been derived from our unaudited consolidated financial statements
included elsewhere in this prospectus. These historical results are not
necessarily indicative of results to be expected for any future period.

STATEMENTS OF OPERATIONS DATA:
SIX MONTHS ENDED JUNE 30, YEAR ENDED DECEMBER 31,
----------------------------------- -----------------------------------
2004 2003 2003 2002
------------- ------------- ------------- -------------
(UNAUDITED)

REVENUES:
Information Sales
-CD Rom $ 298,894 $ 232,068 $ 478,278 $ 345,003
-Online 1,860,777 1,143,496 2,543,581 1,471,188
-Channel Partner 376,198 95,165 263,834 32,284
-Wireless 3,128 2,970 7,417 1,980
Engineering services 47,200 96,167 105,667 53,333
----------------------------------- -----------------------------------
Total revenues 2,586,197 1,569,866 3,398,777 1,903,786
----------------------------------- -----------------------------------

COSTS AND EXPENSES:
Costs of revenues:
-CD Rom 45,643 40,856 91,775 90,397
-Online and Channel Partner 1,902,073 1,088,778 2,606,875 1,217,809
-Engineering services 0 23,339 2,749 1,100
-Wireless 871 1,375 26,025 9,297
Selling and marketing 594,999 415,154 1,049,381 1,001,529
General and administrative 3,432,506 1,732,455 3,804,200 3,257,546
Research & Development 164,074 0 0 0
----------------------------------- -----------------------------------
Total operating expenses 6,140,796 3,301,957 7,581,005 5,577,678
----------------------------------- -----------------------------------

OPERATING LOSS (3,554,599) (1,732,091) (4,182,228) (3,673,890)

OTHER INCOME (EXPENSE):
Interest income 45,595 67,365 137,253 53,835
Interest expense (428,330) (251,795) (686,315) (397,674)
Other income, net 15,744 304,978 283,500 21,122
----------------------------------- -----------------------------------
Net loss $ (3,921,590) $ (1,611,543) $ (4,407,185) $ (3,996,607)
=================================== ===================================

BASIC AND DILUTED NET LOSS PER SHARE $ (0.02) $ (0.01) $ (0.03) $ (0.04)

SHARES USED IN COMPUTING BASIC AND
DILUTED NET LOSS PER SHARE 157,150,404 127,617,401 130,299,353 111,798,301

AS OF
BALANCE SHEET DATA: JUNE 30, 2004 AS OF
(UNAUDITED) DECEMBER 31, 2003
----------- -----------
Cash and cash equivalents $ 3,268,207 $ 1,522,922
Total current assets 5,252,303 4,003,217
Total assets 8,804,174 7,214,166
Total current liabilities 3,679,437 4,648,013
Total stockholders' equity 1,369,305 2,004,486

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

YOU SHOULD READ THE FOLLOWING DISCUSSION AND ANALYSIS OF OUR CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS TOGETHER WITH OUR UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS
REPORT. THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21 E OF THE SECURITIES
EXCHANGE ACT OF 1934, EACH AS AMENDED. SUCH FORWARD-LOOKING STATEMENTS ARE BASED
ON CURRENT INFORMATION AND EXPECTATIONS AND ARE SUBJECT TO CERTAIN RISKS AND
UNCERTAINTIES THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
DESCRIBED. FACTORS THAT MAY CAUSE SUCH DIFFERENCES INCLUDE BUT ARE NOT LIMITED
TO, UNCERTAINTIES RELATING TO OUR ABILITY TO SUCCESSFULLY COMPETE IN OUR
INDUSTRY, UNCERTAINTIES REGARDING OUR ABILITY TO OBTAIN FINANCIAL AND OTHER
RESOURCES FOR OUR PRODUCT DEVELOPMENT AND COMMERCIAL ACTIVITIES, AND
UNCERTAINTIES RELATING TO PRIVACY REGULATIONS. THESE FACTORS, AND OTHERS, ARE
DISCUSSED FROM TIME TO TIME IN THE COMPANY'S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION. YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE
FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE THEY ARE MADE. WE
UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE OR REVISE THESE FORWARD-LOOKING
STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE THEY ARE MADE.
FURTHER DISCUSSION OF RISK FACTORS IS ALSO AVAILABLE IN OUR REGISTRATION
STATEMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

OVERVIEW

We provide public information via our proprietary data integration
solutions. Since 1996, we have sold a CD-ROM-based product, which we refer to as
Worldwide Information(TM), that enables users to search certain motor vehicle
records and driver's license information in multiple states through a dynamic
search engine, using complete or partial information. Since March 1, 2000, we
have maintained a database that is accessible through the Internet, known as
LocatePLUS(TM). Our LocatePLUS(TM) product contains searchable and
cross-referenced public information on individuals throughout the United States,
including individuals' names, addresses, dates of birth, Social Security
numbers, prior residences, and, in certain circumstances, real estate holdings,
recorded bankruptcies, liens, judgments, drivers' license information and motor
vehicle records. Since September 2003, we have offered personal information for
self-certification purposes through our Entersect(TM) product.

We distribute our content both directly (through the Internet in the case
of our LocatePLUS(TM) product and through the mail in the case of our Worldwide
Information(TM) CD-ROM) and through "channel partner" arrangements, by which
third-party database providers obtain access to our databases in consideration
for a royalty (such as in connection with Internet-based job search and on-line
dating sites, in the case of our Entersect(TM) product).

On September 1, 2003, through our newly formed wholly-owned subsidiary
Certifion Corporation, we acquired all of the assets of Project Entersect
Corporation in consideration for $62,662. The acquisition was accounted for as a
purchase and has been recorded and reflected with our operations from the time
of purchase. That wholly-owned subsidiary operates under the trade name
Entersect. Entersect provides a self-identification and validation service for
Internet-based online job search and dating sites.

On October 17, 2003, through a merger with our newly formed wholly-owned
subsidiary, Dataphant, Inc., we acquired Voice Power Technologies, Inc., a
Texas-based provider of data technology. In connection with this acquisition,
Voice Power Technologies merged with and into Dataphant. As consideration for
the merger, shareholders of Voice Power Technologies received an aggregate of
2,500,000 shares of LocatePLUS Class B Non-voting Common Stock. As a result of
this acquisition, we obtained information concerning virtually all land-line
phone numbers in the United States and approximately 25% of the United
States-based cell phone numbers. This data has been integrated into our
LocatePLUS(TM), Worldwide Information(TM) and Entersect(TM) product lines via
licenses of Dataphant's intellectual property.

On January 6, 2004 we formed Metrigenics, Inc., a wholly owned subsidiary.
Metrigenics, Inc. was formed to develop a new technology that we can utilize in
its existing product line. Through June 30, 2004 approximately $160,000 has been
expensed relating to this new subsidiary and $21,000 remains in prepaid
expenses.

Although our products generally consist primarily of publicly available -
and therefore non-proprietary - information, we integrate data in our products
in a proprietary manner that allows users to access data rapidly and
efficiently. In addition, our LocatePLUS(TM) product utilizes proprietary
methodologies to link data from different sources associated with a given
individual to a single background report, even though the sources of data with

respect to a given individual may be incomplete or contain only partial
information. We have sought patent protection with respect to certain aspects of
our marking and search technology (referred to as our "Bull's Eye" feature) and
aspects of our CareerScan(TM) and TrustmeID(TM) products, both of which are
marketed in connection with our Entersect(TM) product.

Revenue associated with our Worldwide Information(TM) product is
recognized upon delivery to the customer of a CD-ROM, provided that no
significant obligations remain, evidence of the arrangement exists, the fee is
fixed or determinable and collectibility is reasonably assured. Information in
our Worldwide Information(TM) product is updated and released either quarterly
or twice a year. In the case of our LocatePLUS(TM) product, we charge a fee to
customers, that varies based upon the type and quantity of information
requested. Revenue from our LocatePLUS(TM) product is recognized when requested
information is downloaded, there is evidence of an arrangement, the fee is fixed
or determinable, and collectability is reasonably assured. We charge our fees to
customers' credit cards (approximately 60% of our current LocatePLUS(TM)
customer base) or invoice customers for such fees on a monthly basis
(approximately 40% of our current customer base). In the case of our
Entersect(TM) products, we charge a fee to customers that varies based upon the
type of certification requested. Revenue from our Entersect(TM) product is
recognized when certifications are purchased online (and paid for via credit
card) and collectibility is reasonably assured. In the case of Dataphant
subsidiary, all sales have been made to our other wholly owned subsidiaries and,
as a result have been eliminated on consolidation.

Our costs of revenue consist primarily of our costs to obtain data and
software maintenance expenses, which consist primarily of payroll and related
expenses for information technology personnel, Internet access and hosting
charges, and expenses relating to Web content and design. We obtain our data
from multiple sources and we have entered into various license agreements with
the related data providers. In 2003 and 2002, we recorded $1,738,849 and
$665,366, respectively, in costs related to these agreements. In the six months
ended June 30, 2004 and 2003, we recorded $1,673,932 and $793,914 respectively,
in costs related to these agreements. In the event that any of our primary
sources of data became unavailable to us, we believe that we would be able to
integrate alternate sources of data without significant disruption to our
business or operations, as there are currently a number of providers of such
data.

Our selling and marketing expenses consist of salaries and commissions
paid to sales representatives for the products that we offer, as well as direct
mail advertising campaigns and magazine and Internet-banner advertisements.

General and administrative expenses consist of payroll and related
expenses for non-sales, non-research and development and executive and
administrative personnel, facilities expenses, insurance, professional services
expenses, travel and other miscellaneous expenses.

Interest income consists of earnings on our cash, cash equivalents and
short term investments. Interest expense is primarily attributable to various
notes issued through the year ended December 31, 2003. As of June 30, 2004, we
had notes payable (current and long-term) totaling $4,997,400.

We have incurred significant net losses since our inception. We incurred
net losses of approximately $3.9 million in 2002, $4.4 million in 2003 and $3.9
million in the six months ended June 30, 2004. Our accumulated deficit as of
June 30, 2004 was approximately $26.6 million. We raised approximately $2.4
million from sales of our equity securities during 2003 and $3.3 million from
the sale of equity and debt instruments during the six months ended June 30,
2004. In June we entered into a Securities Purchase Agreement with Laurus Master
Fund, Ltd., a Cayman Islands company, relating to the private placement of a
convertible term note issued by the Company in the principal amount of
$3,000,000 due June 2007. We believe our current sources of liquidity, funding,
and customer demand are adequate to sustain our current level of operations 12
months from the date hereof. However, we anticipate that we will increase our
sales and marketing, product development and general and administrative expenses
during 2004 and for the foreseeable future. To achieve our business objectives,
we must raise additional capital, which may consist of future debt or equity
offerings. Any such financings may be dilutive to existing investors.

During August 2003, we issued a put to one investor that provides us,
subject to certain limitations, the right to sell, at our discretion, up to $5
million in shares of our Class A Voting Common Stock to the investor at a
purchase price equal to 95% of the lowest closing bid price for our Class A
Voting Common Stock during a ten-day pricing period. The number of shares that
we may sell to that investor is limited by the trading volume of our Class A

Voting Common Stock and certain customary closing conditions. Pursuant to this
put, through December 31, 2003, we sold 2,708,637 shares of Class A Voting
Common Stock, resulting in $651,068 in net proceeds to us. Through June 30,
2004, we have issued 9,003,850 shares of Class A Voting Common Stock in
connection with our exercise of the put, resulting in net proceeds of $3,340,731
to us. The value of shares of Class A Voting Common Stock available under the
put as of June 30, 2004 was $1,659,269.

RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2004 COMPARED TO SIX MONTHS ENDED JUNE 30, 2003

REVENUES. Revenues from our Worldwide InformationTM CD-ROM product
increased to $298,894 for the six months ended June 30, 2004 from $232,068 for
the six months ended June 30, 2003, an increase of 29%. This increase was the
result of increased unit sales and the release of a new phone CD-ROM product.
Revenues from our Internet-based product, LocatePLUS(TM), increased to
$1,860,777 for the six months ended June 30, 2004, as compared to $1,143,496 for
the six months ended June 30, 2003, an increase of 63%. This increase is
attributable to an increase in customers and usage. The number of users of our
Internet-based product increased to 15,851 at June 30, 2004 from 12,459 at June
30, 2003, an increase of 27%. Revenue from channel partners increased to
$376,198 from $95,165 an increase of 295%. The increase is attributable to
gaining greater acceptance by partners for streaming XML (a distribution method
for our data). The number of channel partners has increased from four at June
30, 2003 to nine at June 30, 2004. Revenues from our wireless product,
LocatePLUS AnyWhere(TM), were $3,128 during the six months ended June 30, 2004
as compared to $2,970 during the six months ended June 30, 2003, an increase of
5%. We also realized $47,200 of engineering services revenue during the six
months ended June 30, 2004 as compared to $96,167 during the six months ended
June 30, 2003, a decrease of 51%.

COSTS OF REVENUES. For the six months ended June 30, 2004, costs of
revenues for Worldwide InformationTM were $45,643 as compared to $40,856 for the
six months ended June 30, 2003, an increase of 12%. The increase is attributable
to a higher number of CD-ROM releases produced during 2004 than in 2003. For the
six months ended June 30, 2004, our costs of revenues associated with
LocatePLUS(TM) online and channel were $1,902,703 as compared to $1,088,778 for
the six months ended June 30, 2003, an increase of 75%. The increase in cost is
attributable to the cost of acquiring additional data sets. Costs of revenue
associated with LocatePLUS(TM) are not expected to increase significantly over
the next twelve months as we have acquired most of the data planned for that
product. Costs of revenues for LocatePLUS Anywhere(TM) were $871 and we expect
this cost to decrease in the future as we sell this product through our
Earthlink partnership. It is anticipated that the partnership will generate a
royalty stream to us with limited associated costs of revenues.

SELLING AND MARKETING EXPENSES. Selling and marketing expenses for the six
months ended June 30, 2004 were $594,999 as compared to $415,154 for the six
months ended June 30, 2003, an increase of 43%. This increase is attributable to
an increase in the headcount of our sales staff and an increase in our marketing
efforts.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
for the six months ended June 30, 2004 were $3,432,506 as compared to $1,732,455
for the six months ended June 30, 2003, an increase of 98%. This increase is
attributable primarily to an increase in costs associated with investor
relations activities, employee related expenses, and amortization of costs
associated with the acquisitions. Investor relation activities are typically
discretionary expenses incurred as a result of increased communication with
shareholders and may or may not continue into the future.

INTEREST INCOME. Interest income decreased to $45,595 for the six months
ended June 30, 2004, from $67,365 for the six months ended June 30, 2003. This
decrease is attributable to a decrease in the outstanding principal balance of
notes receivable from 2003.

INTEREST EXPENSE. Interest expense increased to $428,330 for the six
months ended June 30, 2004, from $251,795 for the six months ended June 30,
2003. This increase is primarily attributable to interest on notes payable
issued in late 2003.

OTHER INCOME. Other income decreased to $15,744 for the six months ended
June 30, 2004, from $21,478 for the six months ended June 30, 2003. This
decrease is attributable to lower income recorded for the payment of previously
written off receivables.

YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002

REVENUES. Revenues from our Worldwide InformationTM CD-ROM product
increased to $478,278 for the year ended December 31, 2003 from $345,003 for the
year ended December 31, 2002, an increase of 39%. The increase was due to an
increase in the number of customers for that product in 2003 relative to 2002.
Revenues from our LocatePLUS(TM) and Entersect(TM) products increased to
$2,543,581 for the year ended December 31, 2003, as compared to $1,471,188 for
the year ended December 31, 2002, an increase of 73%. This increase is
attributable to an increase in the number of customers for and per customer
usage of our LocatePLUSTM product and the launch of certain new product
offerings. The number of users of our LocatePLUS(TM) and Entersect(TM) products
increased to 14,184 at December 31, 2003 from 10,966 at December 31, 2002, an
increase of 29%. In 2003, we launched criminal records searches, corporate
record searches, and our enhanced phone number search. In 2003, we began
substantial delivery of our LocatePLUS(TM) and Entersect(TM) products through
channel partnerships. Revenues from our channel partners increased to $263,834
for the year ended December 31, 2003 as compared to $32,284 for the year ended
December 31, 2002 an increase of 717%. As part of our channel partner
agreements, we occasionally provide engineering services. In 2003, we recognized
$105,667 in engineering revenue as compared to $53,333 recognized in 2002, an
increase of 98%. These services are not recurring and are dependent on our
customers needs. In 2002, we launched our LocatePLUS Anywhere(TM) wireless
product. We recognized revenues of $7,417 in 2003, as compared to $1,980 in
2002, an increase of 275%. We expect our online, wireless, and channel revenues
to increase and our CD-ROM revenue to be stable during the next twelve months.

COSTS OF REVENUES. For the year ended December 31, 2003, our costs of
revenues for our Worldwide InformationTM products were $91,775 as compared to
$90,397 for the year ended December 31, 2002, an increase of 2%. Our data costs
for WorldWide InformationTM are generally fixed and do not increase as revenues
increase. For the year ended December 31, 2003, our costs of revenues associated
with our LocatePLUS(TM) and channel partner sales (including Entersect(TM)) were
$2,606,875, as compared to $1,217,809 for the year ended December 31, 2002, an
increase of 114%. This increase is primarily attributable to the acquisition of
new data sets. Costs of revenues for our LocatePLUS(TM) and channel partner
sales are expected to stabilize at approximately $3.5 million per annum, as that
amount represents the current cost of the required data sets. As our revenues
increase, costs of revenues are not expected to increase proportionately. Costs
of engineering services were allocated based on time spent for engineering
services. Costs of wireless revenues are primarily the cost of wireless
connectivity and the amortized cost of devices sold to end users.

SELLING AND MARKETING EXPENSES. Selling and marketing expenses for the
year ended December 31, 2003 were $1,049,381, as compared to $1,001,529 for the
year ended December 31, 2002, an increase of approximately 5%. This increase in
expenses is attributable primarily to an increase in our sales force and
commissions associated with increased sales volume. We expect selling and
marketing expenses to increase over the next twelve months as we focus resources
on increasing revenues.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
for the year ended December 31, 2003 were $3,804,200 as compared to $3,257,546
for the year ended December 31, 2002, a increase of 17%. This increase is
attributable primarily to an increase in the costs associated with investor
relations activities. We anticipate general and administrative expenses to
increase over the next twelve months.

INTEREST INCOME. Interest income increased to $137,253 for the year ended
December 31, 2003, from $53,835 for the year ended December 31, 2002, an
increase of 155%. This increase is attributable to interest earned on a certain
$1,000,000 note issued to us in 2002, of which $838,508 of principal remained
outstanding as of December 31, 2003.

INTEREST EXPENSE. Interest expense increased to $686,315 for the year
ended December 31, 2003, from $397,674 for the year ended December 31, 2002, an
increase of 73%. This increase is attributable to notes payable issued in 2003.

OTHER INCOME. Other income increased to $40,605 for the year ended
December 31, 2003, from $21,122 for the year ended December 31, 2002, an
increase of 92%. This increase is attributable to miscellaneous sales and to
income recorded for the repayment of previously written off debt.

LIQUIDITY AND CAPITAL RESOURCES

From our incorporation in 1996 through December 31, 2003, we raised
approximately $19.9 million through a series of private and public placements of
equity and convertible debt to fund marketing and sales efforts and develop our
products and services. During 2003, our financing activities provided
approximately $4.8 million of cash, principally through the sale of Units in our
initial public offering and a private placement of Class B Non-voting Common
Stock. As of June 30, 2004, our cash and investments totaled $3,268,207.

During the six months ended June 30, 2004 and 2003, we used approximately
$3.0 million and $1.7 million, respectively, in operating activities principally
to fund our net losses.

During 2001, we loaned $1.0 million and in 2002, we loaned an additional
$1.0 million to Andover Secure Resources, Inc, an unaffiliated third party
leasing company, due to the favorable terms of those loan. These loans are
payable upon our demand and bear interest at 10% and 11% per annum,
respectively. As of June 30, 2004, approximately $604,000 remains outstanding on
these loans.

In December 2002, we issued a one-year term note for $250,000 with
ten-year, fully vested detachable warrants to an individual who, as a condition
of his investment, required that he be appointed to the Board of Directors of
the Company. The note bears interest at the rate of 10% per annum and is payable
in a lump sum at maturity. The detachable warrants provide for the purchase of
250,000 shares of our Class B Non-Voting Common Stock with an exercise price of
$0.22 per share. This note was repaid in January 2004.

During 2003, we received $1.6 million, net of issuance costs, by issuing
subordinated promissory notes bearing simple interest ranging from 10% to 12%
per annum. In conjunction with the issuance of these notes, warrants to purchase
2,500,000 shares of Class B Non-Voting Common stock with a weighted average
exercise price of $0.14 were also issued.

We raised approximately $2.4 million of equity during 2003 and $3.3
million during the six months ended June 30, 2004. We believe that our current
sources of cash are sufficient to maintain our current level of operations.
However, to execute our current planned expansion of operations, additional
financing would be necessary for such expansion.

In August 2003, issued a put with an investor which that provided that the
Company, subject to certain limitations, may sell up to $5 million in shares of
Class A Voting Common Stock. Under this put, we sold 2,708,637 shares for a
total $651,068 in net proceeds through December 31, 2003. The remaining balance
available under the put at December 31, 2003 was $4,348,932. Through June 30,
2004, we have issued 9,003,850 shares of Class A Voting Common Stock in
connection with our exercise of the put, resulting in net proceeds of
$3,340,731. Management's plans include increasing sales, expanding
infrastructure, and hiring additional staff. To accomplish this, we intend to
identify and secure sources of additional capital.

During June 2004, the company paid $500,000 to NFC Corporation, in the
form of 4,000,000 restricted shares of the Company's Class A Voting Common
Stock, for future investor relation services. These additional shares were
valued at $0.13 per share, a discount to market for restricted shares based on
the agreed upon contract value.

COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

We lease office space and equipment under various operating lease
agreements which terminate on various dates through 2008. Rent expense amounted
to $579,419 and $494,466 during 2003 and 2002, respectively. As of June 30, 2004
future minimum payments under our non-cancelable operating leases total
$1,225,226.

CAPITAL LEASES

We have entered into certain long-term equipment lease agreements that are
classified as capital leases and expire in 2007. At June 30, 2004, future
minimum lease payments under our non-cancelable capital leases total $879,641.

LICENSE AGREEMENTS

We have entered into various data acquisition agreements under which we
are required to make minimum payments totaling $1,808,294 through 2006.

The following represents the contractual obligation and commercial
commitments as of December 31, 2003.

PAYMENTS DUE BY PERIOD

LESS THAN 1-3 3-5 MORE THAN
CONTRACTUAL OBLIGATIONS TOTAL 1 YEAR YEARS YEARS 5 YEARS
---------- ---------- ---------- ---------- ----------

Long-Term Debt including current $2,157,328 $1,931,819 $ 225,509 $ -- $ --
Capital Leases 1,381,502 1,023,457 358,045 -- --
Operating Leases 609,032 522,027 87,005 -- --
License Agreements 2,750,992 2,051,427 699,565 -- --
---------- ---------- ---------- ---------- ----------
Total $6,898,854 $5,528,730 $1,370,124 $ -- $ --
========== ========== ========== ========== ==========

CRITICAL ACCOUNTING POLICIES

We have identified the policies identified in the following paragraph as
critical to our business operations and the understanding of our results of
operations. The impact and any associated risks related to these policies on our
business operations are discussed throughout this section where such policies
affect our reported and expected financial results. For a detailed discussion on
the application of these and other accounting policies, see Note 2 in the notes
to the consolidated financial statements included elsewhere in this prospectus.
Note that our preparation of our consolidated financial statements requires us
to make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of our
financial statements, and the reported amounts of revenue and expenses during
the reporting period. There can be no assurance that actual results will not
differ from those estimates.

Our accounting policies that are the most important to the portrayal of
our financial condition and results, and which require the highest degree of
management judgment relate to revenue recognition and the provision for
uncollectible accounts receivable. We estimate the likelihood of customer
payment based principally on a customer's credit history and our general credit
experience. To the extent our estimates differ materially from actual results,
the timing and amount of revenues recognized or bad debt expense recorded may be
materially misstated during a reporting period.

CERTAIN RELATED PARTY TRANSACTIONS

LOANS FROM DIRECTORS

In December 2002, we issued a one-year term note for $250,000 with
ten-year, fully-vested detachable warrants to Robert Kite. As a condition of his
investment, Mr. Kite required that he be appointed to our Board of Directors.
The note bears interest at the rate of 10% per annum and is payable in one lump
sum at maturity. The detachable warrants provide for the purchase of 250,000
shares of our Class B Non-Voting Common Stock with an exercise price of $0.22
per share. This note was repaid January 2004.

USE OF OUR ASSETS

Certain of our executives are allowed use of company cars for both
business and personal purposes. These cars have been capitalized as assets of
the Company, totaling $113,369 as of June 30, 2004.

NOTES RECEIVABLE FROM RELATED PARTIES

During 2000, we issued cash loans of $400,000 and received, in exchange,
promissory notes from two of our officers, Messrs. Jon Latorella and Robert A.
Goddard. Although the notes were due January 3, 2010, each of the notes' terms
provided that, if, as of January 3, 2003, the officers were still employed by
us, then the obligations and debt evidenced by the notes were to be canceled
without further action, and we are to pay to the officers, no later than
February 29, 2004, an amount in cash sufficient to fulfill the officers' tax
liabilities attributable to the cancellation of the notes. As such, we expensed
the principal of the notes on a monthly basis, and, in 2003 and 2002, recognized
$9,722 and $133,000 of amortization expense respectively on notes receivable
from related parties. Additionally, we accrued approximately $6,701 in 2003 and
$71,480 in 2002 ($215,929 cumulative through December 31, 2003) relating to an
estimate of Messrs. Latorella's and Goddard's tax liability to be reimbursed by
us.

As of January 3, 2003, both Mr. Latorella and Mr. Goddard were employed by
us and, accordingly, the notes were cancelled as of that date. Mr. Goddard
ceased employment with us on March 31, 2003.

For more information on these matters, see the section titled "Certain
Transactions", below.

OFF-BALANCE-SHEET ARRANGEMENTS

We have no off-balance-sheet arrangements currently in effect or in effect
during the year ended December 31, 2003, including but not limited to any
guarantee contracts that have the characteristics defined in paragraph 3 of FASB
Interpretation No. 45 (November 2002), as amended; any retained or contingent
interest in assets transferred to an unconsolidated entity or similar
arrangement; any obligation that could be accounted for as a derivative
instrument; or any obligation arising out of a variable interest (as referenced
in FASB Interpretation No. 46, as amended).

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December 2002, the FASB issued SFAS 148, "Accounting for Stock-based
Compensation and Disclosure - an amendment of FASB Statement No.123" (SAS 148).
This statement amends SFAS 123, "Accounting for Stock-Based Compensation," to
provide alternative transition methods for a voluntary change to fair value
accounting for stock-based employee compensation. In addition, this Statement
amends the disclosure requirements of SFAS 123 to require more prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. We have not adopted the fair value recognition
principles of SFAS 123; therefore this Statement has had no effect upon our
consolidated financial condition or results of operations. We have provided the
additional disclosure required by SFAS 148.

BUSINESS

OVERVIEW

LocatePLUS Holdings Corporation, through itself and its wholly-owned
subsidiaries LocatePLUS Corporation, Worldwide Information, Inc. and Certifion
Corporation (D/B/A Entersect) (collectively referred to as the "LocatePLUS
Group") provider public information VIA our proprietary data integration
solutions. Since 1996, we have sold a CD-ROM-based product, which we refer to as
Worldwide Information(TM), which enables users to search certain motor vehicle
records and driver's license information in multiple states. Since March 1,
2000, we have maintained a database that is accessible through the Internet,
known as LocatePLUS(TM). Our LocatePLUS(TM) product contains searchable and
cross-referenced public information on individuals throughout the United States,
including individuals' names, addresses, dates of birth, Social Security
numbers, prior residences, and, in certain circumstances, real estate holdings,
recorded bankruptcies, liens, judgments, drivers' license information, and motor
vehicle records. On September 1, 2003, our newly formed wholly-owned subsidiary,
Certifion Corporation, acquired all of the assets of Project Entersect
Corporation, a provider of data technology. Certifion provides on-line
self-screening services for Internet-based jobs search resume and online dating
services. In October 2003, the Company merged Voice Power Technology into its
newly formed wholly owned subsidiary Dataphant, Inc. There were no assets
acquired in this acquisition and the Company issued 2,500,000 shares of its
Class B Non-Voting common stock to the stock holders of Voice Power Technology
in consideration for a two year non-competition

agreement with these stockholders. The Company formed Metrigenics, Inc., a
wholly owned subsidiary on January 6, 2004. Metrigenics, Inc. was formed to
develop a new technology that the Company can utilize in its existing product
line. Through June 30, 2004 approximately $160,000 has been expensed relating to
this new subsidiary and $21,000 remains in prepaid expenses. The prepaid
expenses are to fund the salary of the principal scientist (a related party to
the CEO) through July 2004 and other expenses through an oral agreement with a
foundation. All intercompany accounts and transactions are eliminated in
consolidation.

INDUSTRY BACKGROUND

We are a background information provider. Users of background information
have historically included law enforcement, other government agencies, law
firms, investigation companies, private investigators and insurance companies.
Information is used by those entities for various activities ranging from legal
discovery to employment screening to the detection of fraud and the prevention
of crime and terrorism. Additional users, such as large businesses, have
increasingly availed themselves of background information services in connection
with their human resource functions and other business decisions.
Non-traditional users, such as individuals using Internet job search and on-line
dating service sites, have also begun to avail themselves of background
information in response to concerns about identity theft.

A considerable amount of background information about individuals in the
United States is publicly available. Examples of such public data include:

o names and addresses o property ownership

o aliases o bankruptcies

o nationwide court records o certain criminal records

The sources of these types of public data, however, are often fragmented
and geographically dispersed. In addition, the reliability of this information
and the data provided by various sources may not be consistent. In this
environment, users of public information are faced with the time-consuming,
costly and difficult task of gathering data from numerous locations and sources,
verifying the information acquired and organizing it into a useful format. While
services and technologies have developed to enable remote access to certain
information sources, there have historically been few comprehensive access
points for information available about individuals. Traditional sources of
information, including credit reporting services and other database services,
make available only limited types of information for specific purposes, such as
verifying credit worthiness. Such services may also be limited by applicable law
to specified uses and users. Almost none of those sources is integrated in a
manner that allows easy and rapid access to data.

BUSINESS STRATEGY

Our business plan is to provide an entire suite of information products
and services for professionals in law enforcement agencies, human resources, law
firms, insurance underwriting, fraud investigation, private equity funds,
private investigation and financial institutions. We believe that we will be
able to compete with competitive services based upon the pricing of our products
and services and based upon certain technical advantages incorporated in our
systems (such as our Bull's-EyeTM data integration methodologies and our ability
to provide certain otherwise "unlisted" telephone information).

OUR TARGET MARKET AND SCREENING OF USERS

Historically our products were been marketed and sold to federal, state
and local government agencies (including law enforcement agencies), private
investigators, human resource professionals and the legal profession. Our
products have been used in:

o crime and terrorism investigation (E.G., in conjunction with federal
and state investigations in the aftermath of the September 11th
terrorist attacks and the subsequent anthrax incidents);

o detection of fraud;

o "skip tracking" (I.E., the location of debtors and individuals in
violation of parole or bail restrictions);

o background checks;

o legal due diligence; and

o risk management.

In addition to these government and business uses of our products, our
EntersectTM product is offered to the public in connection with
self-certification for Internet job search and dating services.

Our LocatePLUS(TM) and Worldwide Information(TM) products are generally
marketed and sold only to pre-screened business and government end users. Before
obtaining access to our LocatePLUS(TM) database or our Worldwide Information(TM)
product, we generally require commercial customers to provide background
information about their business need for data and about themselves, such as
business licenses, bar admission cards or private investigator licenses.
Individuals involved in law enforcement must provide similar evidence of their
authority.

In an attempt to prevent the misuse of data in our LocatePLUS(TM) and
Worldwide Information(TM) products, we have adopted a three-tier security schema
for those products.

========== ====================== ==============================================
LEVEL INDUSTRY USERS SAMPLE DATASETS AVAILABLE TO USERS
========== ====================== ==============================================
I General Business Names, Addresses and Phone Numbers
Past Residences, Neighbors and Affiliates
Real Property
========== ====================== ==============================================
Private Investigators
Insurance Level I Data, PLUS:
II Attorneys/Law Firms Liens and Judgments
Government Drivers' Records
Corporate Security Certain Motor Vehicle Records
========== ====================== ==============================================
III Law Enforcement Level I and II Data, PLUS:
Comprehensive Criminal Records
Restricted Motor Vehicle Records
Certain Credit Reporting Data
========== ====================== ==============================================

LOCATEPLUS(TM)

We launched our LocatePLUS(TM) Internet site in March 2000. Our
LocatePLUS(TM) database contains searchable and cross-referenced public
information on individuals throughout the United States. Information is
presented in a dynamic, hyper-linked fashion, permitting users to rapidly
identify and obtain personal information relating to individuals and their
associated residences, possible acquaintances, and a variety of other types of
data. Our LocatePLUS(TM) database consists of approximately five billion
individual data entries. According to our estimates, we have data entries
relating to approximately 205 million adult individuals in the United States (or
approximately 98% of the adult population of the United States, based on the
2000 United States Census).

As of June 30, 2004, there were approximately 15,850 pre-screened users of
our LocatePLUS(TM) database.

Datasets currently integrated in our LocatePLUS(TM) product include
nationwide records relating to:

o names and addresses o real estate records

o aliases o prior residences

o dates of birth o recorded bankruptcies

o Social Security numbers o liens

o driver's license information o motor vehicle records

o residential address information o certain death records
(including dates of residence)
o phone numbers
o certain criminal arrest, conviction
and incarceration records o vessel registrations

We intend to continue integration of datasets into our LocatePLUS(TM)
product, including:

o certain hunting and fishing o certain professional licenses
licenses
o certain fingerprint files
o certain facial image files
o Federal Aviation
o certain gun licenses Administration records

We can currently give no assurance as to the timing of integration of such
datasets, however, or whether these new datasets will be integrated with our
LocatePLUS(TM) product at all.

We believe that one of the significant advantages of our LocatePLUS(TM)
product, in comparison with many products with which it competes, is the ability
of LocatePLUS(TM) to "tie" data associated with a given individual to produce a
single report through our Bull's-EyeTM technology. Our Bull's-EyeTM system uses
a proprietary methodology to associate data in a manner that generally results
in a matching of data entries across diverse data sources, allowing users to
obtain a single, comprehensive data report about an individual, even when there
is no single element that ties data entries together (such as a Social Security
number). This comprehensive data report is itself linked to other data
potentially relevant to a business or government agency researching an
individual, such as names and addresses of possible acquaintances, relatives and
neighbors of that individual.

LOCATEPLUS ANYWHERE(TM)

We also offer a version of our LocatePLUS(TM) product that is accessible
through wireless personal digital assistants and e-mail capable pagers, which we
refer to as LocatePLUS AnyWhere(TM). LocatePLUS AnyWhere(TM) was commercially
launched in mid-December 2002. This product is being marketed primarily to law
enforcement. It is sold on a subscription fee basis, permitting unlimited access
to our LocatePLUS(TM) database for a flat monthly fee provided that that the
user agrees to a fixed term commitment.

ENTERSECT(TM)

On September 1, 2003, our newly formed wholly-owned subsidiary, Certifion
Corporation, acquired all of the assets of Project Entersect Corporation a
provider of data technology. Certifion operates under the trade name of
"Entersect," and provides self-screening for both resume and online dating
services.

WORLDWIDE INFORMATION(TM)

Since 1996, we have produced CD-ROM products that enable users to quickly
search motor vehicle records in multiple states through a dynamic search engine,
known as Worldwide Information(TM). Our Worldwide Information(TM) product
enables users to search certain motor vehicle records and drivers' license
information in multiple states through a dynamic search engine. Unlike many
competing products, our Worldwide Information(TM) product enables users to
rapidly identify vehicles or drivers using complete or partial search criteria.
We believe that this ability to search partial data is a valuable tool in
circumstances in which incomplete information is available, as is often the case
in criminal investigations. Unlike data provided by Internet-based services,
searches on our CD-ROM product are confidential and unavailable to any person
other than the user of our CD-ROM product. We believe that the confidential
nature of this CD-ROM product makes it particularly attractive to law
enforcement agencies, which must often conduct criminal investigations in strict
secrecy.

As of December 31, 2003, there were approximately 2,000 pre-screened
purchasers of our Worldwide Information(TM) CD-ROM product.

SOURCES OF OUR DATA

Our operations depend upon information derived from a wide variety of
automated and manual sources. External sources of data include public records
information companies, governmental authorities and on-line search systems. We
license or otherwise obtain our data from five primary sources, as well as over
twenty other ancillary sources (including both private and government sources).

In the event that any of our primary sources of data were no longer
available to us, we believe that we would be able to integrate alternate sources
of data without significant disruption to our business or operations, as we
believe there are currently a number of equivalent providers of such data.

REGULATORY RESTRICTIONS ON OUR BUSINESS

Both federal and state law regulates the sale of data. Recently, consumer
advocates and federal regulators have voiced concerns regarding public access
to, or commercial use of, personal information. As a result, increased pressure
has been placed upon federal and state legislators to regulate the dissemination
or commercial use of personal information.

One such legislative enactment that has had an effect on our business was
the Financial Services Modernization Act of 2000, also known as the
"Gramm-Leach-Bliley Act". Among other things, this law restricts the collection,
use, and transfer of certain data that includes "credit header" information,
which had historically functioned as the backbone of our data resources.
Implementation of this law's restrictions by the Federal Trade Commission
significantly limited the availability of certain data for our database, but we
have subsequently developed datasets that function independently of "credit
header" information. Although we have not engaged counsel to review this matter
or the conduct of our operations generally, we believe that our operations are
currently unaffected by the Gramm-Leach-Bliley Act or any law specifically
applicable to the dissemination of data concerning individuals. Any further
restriction on our use of personal information, however, could limit the
usefulness and have a material adverse affect on operations, our products,
including our LocatePLUS(TM) product, and our operations.

Federal and state law prohibits us from selling information about minors.
Our products have been designed to prevent the dissemination of such data.

DISTRIBUTION OF OUR PRODUCTS

We distribute our content both directly (though the Internet in the case
of our LocatePLUS(TM) product and through the mail in the case of our Worldwide
Information(TM) CD-ROM) and through "channel partner" arrangements, by which
third parties access our databases in consideration for a royalty (such as
through online job search and dating sites, in the case of our Entersect(TM)
product). We also, from time to time, provide certain consulting services to
third party database providers on the integration and assimilation of public
data. To date, our efforts to license data have resulted in seven channel
partnerships.

COMPETITION

Current competitors for our LocatePLUS(TM) and Entersect(TM) products
include Accurint, ChoicePoint, Confi-chek.com, and Lexis-Nexis. Many of the
companies that currently compete with this product, as well as other companies
with whom we may compete in the future, are national or international in scope
and have greater resources than we do. Those resources could enable those
companies to initiate price cuts or take other measures in an effort to gain
market share in our target markets.

EMPLOYEES

As of June 30, 2004, the LocatePLUS Group had 70 employees. We believe
that our relations with our employees are good.

FACILITIES

LocatePLUS Holdings Corporation and LocatePLUS Corporation are presently
headquartered in Beverly, Massachusetts, where we lease approximately 32,000
square feet. The lease on that facility expires on February 28, 2007, and our
annual lease obligation is approximately $432,000.

Worldwide Information, Inc., is presently located in Byfield,
Massachusetts, where it leases approximately 2,700 square feet. The lease on the
Byfield facility expired on May 1, 2004, and we are currently a tenant-at-will
in this facility. Our annual lease payments on that facility in 2003 were
approximately $25,000. We are currently operating on a month to month basis.

Dataphant, Inc., is located in Austin, Texas, where it leases
approximately 3,000 square feet pursuant to a month-to-month lease (which
includes the use of office equipment), with current monthly rental obligations
of $3,680.

Certifion Corporation (which does business under the name "Entersect") is
located in Santa Ana, California, where it leases approximately 700 square feet
pursuant to a month-to-month lease, with current monthly rental obligations of
$1,700.

Metrigenics, Inc., is located in Geneseo, New York.

We also lease a storage facility in Georgetown, Massachusetts pursuant to
a month-to-month lease, with current monthly rental obligations of $500.

We believe that our facilities are sufficient for our projected needs.

INTELLECTUAL PROPERTY

Publicly available data concerning individuals is generally
non-proprietary. As a result, our intellectual property consists largely of
certain trade secrets and know-how associated with the integration of databases
and our ability to link diverse datasets. We rely on a combination of
confidentiality agreements, restrictions on access to our proprietary systems,
and contractual provisions (such as in our user agreements) to protect our
intellectual property.

We have registered LOCATEPLUS.COM(R) as a trademark with the United States
Patent and Trademark Office. We maintain LOCATEPLUS(TM), WORLDWIDE
INFORMATION(TM), ENTERSECT(TM), CAREERSCAN(TM), and TRUSTMEID(TM) as
unregistered trademarks relating to our products. We may, from time to time,
claim certain other rights under trademark law, however, we currently have no
other marks registered or pending with the United States Patent and Trademark
Office or the equivalent agency of any other country.

In 2003, we filed for patent protection covering certain aspects of two of
our products. We have filed for patent protection covering certain aspects of
our search product, Bull's-Eye(TM), that electronically matches database
information with current public phone and utility information to identify
current information. We also filed for patent protection covering certain
aspects of our self-validation products Career Screen(TM) and TrustmeID(TM).

LEGAL PROCEEDINGS

We are not currently involved in any material legal proceedings, although
claims may arise from time to time in the conduct of our operations. There can
be no assurance at this time that any claims that may arise in connection with
the conduct of our business will not materially adversely affect our business or
operations, or divert our critical resources.

* * *

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth specific information regarding our executive
officers and directors as of June 30, 2004.

EXECUTIVE OFFICERS
AND DIRECTORS AGE POSITIONS
- --------------------- --- ---------
Jon R. Latorella 40 Chairman of the Board, President and Chief
Executive Officer
Sonia P. Bejjani 35 Director; President-Worldwide Information, Inc.
James C. Fields 37 Vice President of Finance, Treasurer and
Secretary, Acting Chief Financial Officer

Mark H. Ettinger 39 Vice President of Sales
Thomas Garlock(1) 47 Director
John P. Houlihan (1) 58 Director
Robert H. Kite(1) 49 Director
Thomas E. Murphy(2) 45 Director
Gerard Scalley(2) 48 Director

(1) Member of our Compensation Committee.
(2) Member of our Audit Committee.

CURRENT DIRECTORS AND OFFICERS

JON R. LATORELLA co-founded our business in 1991 and has been our Chief
Executive Officer since we commenced our activities. Mr. Latorella is also the
Chairman of our Board of Directors. Before founding our business, Mr. Latorella
served as a consultant to various local and state law enforcement agencies. Mr.
Latorella holds a Bachelor of Science/Bachelor of Arts from the University of
Massachusetts, which he received in 1994.

SONIA P. BEJJANI co-founded our business in 1991 and has been a member of
our Board of Directors and employed by us in various capacities since we
commenced our activities. For the five years ending August 1, 2001, Ms. Bejjani
was our Vice President - Sales and Customer Service. Since August 1, 2001, Ms.
Bejjani has been the President of Worldwide Information, Inc., our wholly-owned
subsidiary.

JAMES C. FIELDS was appointed our Vice President of Finance, Treasurer,
Secretary and Acting Chief Financial Officer on March 31, 2003. Prior to that,
Mr. Fields served as our Director of Finance since February 2001. Prior to
joining us, Mr. Fields was the Controller and Vice President of operations at CO
Space, a carrier neutral collocation company. Mr. Fields is a certified public
accountant and holds a Bachelor of Arts in Accounting from the College of St.
Scholastica, which he received in 1992, and a Masters of Business Administration
from Babson College, which he received in 1999.

MARK H. ETTINGER became our Vice President of Sales in April 2004. Prior
to joining us, he was the Director of the Legal Translation Center since May
2003. Prior to joining the Legal Translation Center, he was the Vice President
of National Practice Institute since August 1996, where his primary
responsibilities included establishing and overseeing relationships with key law
schools and state, county and metro bar associations. Mr. Ettinger holds a
Bachelor of Arts from University of Minnesota, which he received in 1987, and a
Masters of Business Administration from University of St. Thomas, which he
received in 1992.

THOMAS GARLOCK has provided organizational and merger and acquisition
consulting services to technology companies in the computer hardware/software
and wireless telecommunications industry since 1980. Mr. Garlock has been the
principal in a variety of communications license-based ventures that have
developed cellular telephone systems in 55 "metropolitan statistical areas" in
the United States. He is the co-founder and Chairman of In Sync Interactive
Corporation, the nation's largest owner of interactive video data service
licenses issued by the Federal Communications Commission. In October 2001, In
Sync filed for bankruptcy protection with respect to 29 of its 42 subsidiaries.
Mr. Garlock

attended Kent State University, the University of California at Los Angeles, and
the Otis Parsons School of Design. Mr. Garlock joined our Board of Directors in
October 1996, and is currently a member of our Audit Committee.

JOHN P. HOULIHAN has been President and owner of Zalkin, Inc., a worldwide
exporter of used clothing with offices in Council Bluffs, Iowa and Brownsville,
Texas, since 1979. Before that, Mr. Houlihan owned Goodrich Dairy, a chain of 47
retail stores, and Riekes Equipment, a material handling and forklift company.
Mr. Houlihan holds a Bachelor of Arts from Creighton University, which he
received in 1968, and a Juris Doctorate from Creighton University, which he
received in 1971. Mr. Houlihan joined our Board of Directors in January 2001,
and he is currently the Chairman of the Compensation Committee of our Board of
Directors.

ROBERT H. KITE has been President of KFC, Inc., the managing entity of
KFC, LLLP, a private investment entity, since 1981. Mr. Kite has also served on
the Board of National Energy, Inc., a publicly traded energy exploration and
exploitation company, since 1987. National Energy, Inc. filed for Chapter 11
bankruptcy in 1999, and was subsequently reorganized. Mr. Kite is also on the
Board of Directors of the FBI Citizens' Academy (Charter Academy) of Phoenix,
Arizona, and Child Health U.S.A. of Scottsdale, Arizona. Mr. Kite holds a
Bachelor of Science in Political Science and Psychology which he received from
Southern Methodist University 1977. Mr. Kite joined our Board of Directors in
December 2002, and is currently a member of the Compensation Committee of the
Board of Directors.

THOMAS E. MURPHY joined Jesup & Lamont Securities Corporation as a Senior
Vice President in 2004. Prior to this, Mr. Murphy was employed by Oftring &
Company, Inc., a registered broker-dealer located in Worcester, Massachusetts,
since 1989, where he held the title of Senior Vice President. Mr. Murphy holds a
Bachelors of the Arts in Investments from Babson College, which he received in
1981. Mr. Murphy joined our Board of Directors on March 28, 2003, and he is
currently the Chairman of the Audit Committee of our Board of Directors.

GERARD SCALLEY has been employed by the Woburn, Massachusetts Police
Department for the past 22 years, where he currently holds the rank of
Lieutenant. His current responsibilities include supervision of that
department's detective bureau and its Drug Abuse Resistance Education (DARE)
program. He has also worked as a crime prevention officer and as commander of
the North Eastern Massachusetts Law Enforcement Council Regional Drug Task
Force. Mr. Scalley has been affiliated with numerous law enforcement related
organizations during his career, including the National Technical Investigator's
Association, the Narcotic Enforcement Officer's Association, the National DARE
Officer's Association and the Irish American Police Officer's Association. Mr.
Scalley also lectures at the University of Massachusetts at Lowell on criminal
justice matters. Mr. Scalley received a Bachelor of Arts in Criminal Justice
from Salem State College in 1998, and a Master of Arts in Criminal Justice from
the University of Massachusetts at Lowell in 2000. Mr. Scalley joined our Board
of Directors in June 2002, and is currently a member of our Audit Committee.

Each of the directors holds such his or her office until his or her
successor is duly chosen and qualified, or until his or her earlier resignation
or removal. The Company is not aware of any family relationships between any of
the officers and any of the Company's directors. Each of the officers holds such
office until his or her successor shall have been duly chosen and shall have
been qualified, or until his earlier resignation or removal. We do not have any
employment agreements with any of our employees.

FORMER DIRECTORS AND OFFICERS

Dr. Richard B. Yules, a former member of our Board of Directors, resigned
from the Board on March 12, 2003.

Mr. Robert A. Goddard, our former Chief Financial Officer, Treasurer, and
Secretary, ceased employment with us on March 31, 2003.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors is responsible for the
appointment, compensation and oversight of our independent auditors, reviews the
scope of the audit services provided by our independent accountants, and reviews
our accounting practices and internal accounting controls. Currently, the
members of the Audit Committee are Messrs. Murphy and Scalley. There is one
vacancy on the Audit Committee of the Board of Directors.

Mr. Murphy serves as the Chairman of the Audit Committee. The Board has
determined that Mr. Murphy is a financial expert for the purposes of the
Securities Exchange Act of 1934, as amended.

COMPENSATION COMMITTEE

The Compensation Committee of the Board of Directors reviews and
recommends to the Board of Directors the salaries, benefits and stock option
grants of all employees, consultants, directors and other individuals
compensated by us. The Compensation Committee also administers our equity
compensation plan and other employee benefits plans that we may adopt from time
to time. Currently, the members of the Compensation Committee are Messrs.
Garlock, Houlihan and Kite.

Mr. Houlihan serves as the Chairman of the Compensation Committee.

CODE OF ETHICS

The Company adopted a Code of Ethics at the meeting of the Board of
Directors heldon May 19, 2004.

EXECUTIVE COMPENSATION

The following table sets forth, for 2003, 2002 and 2001, certain
compensation paid by us, including salary, bonuses and certain other
compensation, to our Chief Executive Officer and all other executive officers
whose annual compensation for the years ended December 31, 2003, 2002 and 2001
exceeded $100,000 (the "Named Executive Officers").

SECURITIES
NAME AND UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION
($) ($) (#) ($)

JON R. LATORELLA 2003 58,209(1) - 9,350,000(2) 13,200(3)
President and 2002 50,100(1) - - 13,200(3)
Chief Executive Officer 2001 48,850(1) - - 13,200(3)

JAMES C. FIELDS(4) 2003 112,901 - 1,250,000(5) -
Acting Chief Financial 2002 104,160 - - -
Officer, Treasurer and 2001 86,673 - 500,000 -
Secretary

ROBERT A. GODDARD(6) 2003 61,539 - - -
Former Chief Financial 2002 123,658 - - 8,079(7)
Officer, Treasurer and 2001 123,802 - - 8,079(7)
Secretary

(1) Mr. Latorella elected to reduce his annual salary to $50,100 in
September 2000. On June 17, 2002, the Board of Directors voted to
return Mr. Latorella's salary to his pre-reduction salary of $150,000
per annum. Notwithstanding the Board's vote, Mr. Latorella decided to
forego the increase and, as a result, his salary was not modified in
2002. Mr. Latorella's salary was increased to $250,000 per annum in
June 2004.

(2) On December 18, 2003, Mr. Latorella was granted incentive stock
options to purchase 4,250,000 and 5,000,000 Class A Voting Common
Stock, and on November 3, 2003, 100,000 Class B Non-voting Common
Stock, with exercise prices of $0.25, $1.00, and $0.20 per share,
respectively.

(3) Mr. Latorella and his family are allowed use of two company cars, the
value of which is approximately $1,100 per month to Mr. Latorella.

(4) On December 18, 2003, Mr. Fields commenced his employment with us in
2001. Mr. Fields became an executive officer on March 31, 2003.

(5) On December 18, 2003, Mr. Fields was granted an incentive stock option
to purchase 750,000 shares of

Class A Voting Common Stock, with an exercise price of $0.25 per
share.

(6) Mr. Goddard ceased employment with us on March 31, 2003. As part of a
severance arrangement that we entered into with Mr. Goddard, an
incentive stock option to purchase 1,000,000 shares of Class A Voting
Common Stock owned by Mr. Goddard was cancelled and, in lieu of that
option, Mr. Goddard was issued a fully vested non-qualified stock
option to purchase 250,000 shares of Class A Voting Common Stock with
an exercise price of $0.15 per share.

(7) Mr. Goddard received a monthly automobile allowance of $523 and a fuel
allowance as part of his compensation and severance. This benefit
terminated on June 30, 2003.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SARS
OPTIONS/SARS GRANTED TO EXERCISE OF
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#) FISCAL YEAR ($/SH) DATE
---- --- ----------- ------ ----

JON R. LATORELLA 4,250,000(1) 38% $0.25 December 18, 2008
President and Chief Executive 5,000,000(1) 44% $1.00 December 18, 2008
Officer 100,000(2) 2% $0.20 November 3, 2008

JAMES C. FIELDS 500,000(1) 4% $0.15 March 31, 2013
Acting Chief Financial Officer 750,000(1) 6% $0.25 December 18, 2013

(1) Class A Voting Common Stock.
(2) Class B Non-voting Common Stock.

DIRECTORS' COMPENSATION

On February 1, 2002, we adopted a Non-employee Director Stock Option
Policy. Under the Non-employee Director Stock Option Policy, as originally
adopted, we would make annual grants (beginning on the date of adoption of the
policy or the first day that a director is elected to our Board of Directors, if
later) to our non-employee directors of warrants to purchase 35,000 shares of
our Class B Non-voting Common Stock as compensation for service on our Board of
Directors (and any committees). Each of these warrants is immediately
exercisable and will have an exercise price that is equal to the fair market
value of our Class B Non-voting Common Stock as of the date of grant. On May 19,
2004, our Board of Directors modified the Non-employee Directors' Stock Option
Policy (now named the Non-employee Directors' Stock Option and Compensation
Policy) to provide an option to purchase 1,000,000 shares of our Class A Voting
Common Stock as compensation for service on our Board of Directors (and any
committees). No separate compensation is provided to directors for service on
either of our two committees.

Directors who are also employees of LocatePLUS Holdings Corporation or any
of its subsidiaries (currently, Mr. Latorella and Ms. Bejjani) are not paid any
compensation for their service as directors.

We also reimburse our directors for out-of-pocket costs associated with
their activities on the Board of Directors.

Pursuant to the Non-employee Directors Stock Option Policy:

o On February 1, 2002, Messrs. Garlock and Houlihan were each issued a
warrant to purchase 35,000 shares of our Class B Non-voting Common
Stock for $0.15 per share.

o On August 27, 2002, Dr. Richard B. Yules, a former member of our
Board of Directors, was issued a warrant to purchase 35,000 shares of
our Class B Non-voting Common Stock for $0.22 per share.

o On August 27, 2002, Mr. Scalley was issued a warrant to purchase
35,000 shares of our Class B Non-voting Common Stock for $0.22 per
share.

o On March 28, 2003, Messrs. Garlock, Houlihan, and Kite were each
issued a warrant to purchase 35,000 shares of our Class B Non-voting
Common Stock for $0.15 per share.

o On November 3, 2003, Messrs. Scalley, Murphy, Kite, Houlihan, and
Garlock were each granted an option to purchase 100,000 shares of
Class B Non-voting Common Stock with an exercise price of $0.20 per
share.

o On May 19, 2004, Messrs. Scalley, Murphy, Kite, Houlihan, and Garlock
were each granted an option to purchase 1,000,000 shares of Class A
Voting Common Stock with an exercise price of $1.50 per share.

BENEFIT PLANS

1999 STOCK OPTION PLAN

On November 16, 1999, our Board of Directors ratified and adopted an
Incentive and Non-Qualified Stock Option Plan, which we refer to as the "1999
Stock Option Plan". The 1999 Stock Option Plan set aside 15,000,000 shares of
our Class A Voting Common Stock (then referred to as our "Common Stock") for
issuance pursuant to the exercise of incentive and non-qualified stock options
to be awarded to our employees, officers and directors at the recommendation of
the equity compensation plan's administrator and subject to the approval of our
Board of Directors. We strongly believe in the concept of each employee having
some form of equity participation as an incentive toward excellence in
individual performance and our further success.

In June 2000, our 1999 Stock Option Plan was amended and restated to
provide greater flexibility to the equity compensation plan's administrator in
the granting of various forms of equity compensation. As of December 31, 2003,
9,849,750 incentive stock options and 2,426,016 non-qualified stock options were
outstanding under the 1999 Stock Option Plan. The weighted average exercise
price of all options granted under the equity compensation plan was $0.21 per
share as of December 31, 2003. As of December 31, 2003, options to purchase
1,419,450 shares of Class A Voting Common Stock had been exercised. The 1999
Stock Option Plan is administered by the Compensation Committee of the Board of
Directors.

2003 STOCK PLAN

On March 28, 2003, the Board of Directors adopted the 2003 Stock Plan, an
equity compensation plan which will allow us to grant awards of incentive and
non-qualified (also referred to as "non-statutory") stock options, rights to
acquire stock subject to forfeiture (I.E., restricted stock), and shares of
stock not subject to forfeiture (I.E., stock bonuses) to our employees and
consultants in consideration for services rendered for us.

By means of the 2003 Stock Plan, we seek to retain the services of
eligible recipients and to provide incentives for eligible recipients to exert
efforts for our success, with the goal of maximizing shareholder value. We
anticipate that we will file a registration statement on Form S-8 with respect
to the shares available for issuance under that plan within 30 days of this
prospectus.

A total of 25,000,000 shares of Class A Voting Common Stock, and
25,000,000 shares of Class B Non-voting Common Stock, are available under the
2003 Stock Plan. If there is a change of the number or kind of shares issuable
under the 2003 Stock Plan as a result of declaration of stock dividend, stock
split, combination, exchange, merger, consolidation, reclassification or any
similar extraordinary event affecting either class of our Common Stock, an
adjustment will be made in the maximum aggregate number of shares that will be
subject to the 2003 Stock Plan, as well as in the number of shares subject to
outstanding options and the exercise price of options granted under the 2003
Stock Plan. The Compensation Committee of the Board of Directors is authorized
to determine the employees, officers, directors and consultants to whom awards
will be granted and the number of shares subject to each award. The Compensation
Committee also interprets the 2003 Stock Plan and the awards granted under that
plan and is authorized to adopt, amend or rescind the rules and regulations and
make all other determinations necessary or advisable for the administration of
the 2003 Stock Plan. The Board may amend the

2003 Stock Plan at any time, although certain amendments would require
stockholder approval, the approval of award recipients, or both.

Among other things, the Compensation Committee of the Board of Directors
has the discretion to determine the extent to which an option may be exercised
in part and the extent to which any part may or may not be exercised prior to
expiration of specified periods of time after the grant. However, no option will
be exercisable to any extent after the expiration of ten years (five years in
the case of an incentive stock option granted to a greater than 10%
stockholder). The exercise price of incentive stock options granted under the
2003 Stock Plan must be at least equal to the fair market value of our Common
Stock on the date of grant. The exercise price of incentive stock options
granted to an option recipient who is a 10% or greater stockholder must equal at
least 110% of the fair market value of the Common Stock on the date of grant.
The exercise price of non-qualified stock options must be at least 85% of the
fair market value of our Common Stock on the date of grant. As of June 30, 2004,
20,000,000 Class A and 5,700,000 Class B incentive stock options were
outstanding under the 2003 Stock Option Plan. The weighted average exercise
price of Class A and Class B options granted under the equity compensation plan
were $0.91 and $0.20 per share respectively as of June 30, 2004. As of June 30,
2004, no options to purchase shares of Common Stock had been exercised under the
2003 Stock Option Plan.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table reflects equity compensation granted or issued by us
as of July 31, 2004, to employees and non-employees (such as directors,
consultants, advisors, vendors, customers, suppliers and lenders) in exchange
for consideration in the form of goods or services.

NUMBER OF SECURITIES TO BE WEIGHTED-AVERAGE EXERCISE NUMBER OF SECURITIES
ISSUED UPON EXERCISE OF PRICE OF OUTSTANDING REMAINING AVAILABLE FOR
OUTSTANDING OPTIONS, OPTIONS, WARRANTS AND FUTURE ISSUANCE UNDER EQUITY
WARRANTS AND RIGHTS RIGHTS COMPENSATION PLANS(1)
------------------- ------ ------------------

EQUITY COMPENSATION PLANS APPROVED BY
SECURITY HOLDERS:
Class A Voting
Common Stock 31,030,166 $0.67 6,021,784
- -----------------------------------------------------------------------------------------------------------------------------------
Class B Non-voting
Common Stock 5,700,000 0.20 19,300,000

EQUITY COMPENSATION PLANS NOT APPROVED
BY SECURITY HOLDERS:
Class A Voting
Common Stock 4,625,989 0.33 N/A
- -----------------------------------------------------------------------------------------------------------------------------------
Class B Non-voting
Common Stock 10,983,249 0.20 N/A

TOTAL:
Class A Voting
Common Stock 35,656,155 0.63 N/A
- -----------------------------------------------------------------------------------------------------------------------------------
Class B Non-voting
Common Stock 16,683,249 0.20 N/A

(1) Excludes securities reflected in column titled "Number of securities
to be issued upon exercise of outstanding options, warrants and
rights".

401(K) PLAN

We sponsor a defined contribution plan under the provisions of Section
401(k) of the Internal Revenue Code, which covers substantially all of our
employees. We may make discretionary matching contributions up to 1% of annual
employee contributions. Employees are eligible to participate in the 401(k) Plan
after one year of service. Our matching contributions vest ratably over a
five-year period. We pay the administrative expenses of this plan.

ADVISORY BOARD

On December 2, 1999, our Board of Directors authorized the formation of an
Advisory Board, consisting of up to eight members, to provide ongoing advice and
consultation to the Board of Directors to enhance the development and operation
of our LocatePLUS(TM) product. The Advisory Board members (none of whom will be
employees or directors) are selected by the Board of Directors based on each
candidate's experience, accomplishments and national recognition in the fields
encompassed by our target markets. Compensation for members of our advisory
board consists of expense reimbursement and a grant of a fully vested
non-qualified stock option or immediately exercisable warrant. The Advisory
Board meets informally from time to time with management.

DALE C. JENKINS, JR.

On December 2, 1999, we appointed Dale C. Jenkins, Jr., as the first
member of our Advisory Board. In 1999, Mr. Jenkins was appointed to the position
of Special Assistant for Law Enforcement and Public Safety to the Chancellor of
Higher Education of the Commonwealth of Massachusetts. Mr. Jenkins was also
appointed to the Advisory Board of the U.S. Commission on Civil Rights and the
Massachusetts Governor's Crime Watch Committee and was a consultant to the U.S.
Department of Justice. In addition, Mr. Jenkins directed the Lead Advanced
Security Team for Presidents Ronald Reagan and George H. W. Bush and acted as
Deputy Director of Inaugural Security for then President-Elect George H. W.
Bush. On November 17, 1999, our Board of Directors granted a ten-year option to
Mr. Jenkins to purchase 25,000 shares of our Class A Voting Common Stock with an
exercise price of $0.20 per share as compensation for his services on the
Advisory Board.

JAMES A. CORRY

On July 20, 2000, our Board of Directors appointed James A. Corry as the
second member of our Advisory Board. Since July 2001, Mr. Corry has been the
Chief Operating Officer of Abel Telecom, Inc., based in Scottsdale, Arizona.
Prior to that, Mr. Corry was a criminal investigation and security expert for
the United States Secret Service. During his more than twenty years with that
agency, Mr. Corry worked on security issues globally, conducting criminal and
fraud investigations and managing the security of political personnel, including
President George H. W. Bush. On June 1, 2001, the Board of Directors issued to
Mr. Corry a ten-year option to purchase 25,000 shares of our Class A Voting
Common Stock with an exercise price of $0.20 per share as compensation for his
services on the Advisory Board.

WILLIAM H. SHAHEEN

On October 1, 2001, our Board of Directors appointed William H. Shaheen to
our Advisory Board. Mr. Shaheen is currently the Managing Partner of the law
firm of Shaheen and Cohen, with offices in Concord and Dover, New Hampshire. Mr.
Shaheen served as U.S. Attorney for the District of New Hampshire from 1976 to
1981. In 1981, he was appointed a New Hampshire District Court Judge in Durham,
New Hampshire. Mr. Shaheen resigned his judgeship in 1997 upon the election of
his wife as Governor of the State of New Hampshire. On October 12, 2001 in
consideration for his services on the Advisory Board, Mr. Shaheen received a
ten-year warrant to purchase 25,000 shares of our Class B Non-voting Common
Stock, with an exercise price of $0.20.

DAVID G. DUCHESNEAU

On October 1, 2001, our Board of Directors also appointed David G.
Duchesneau to our Advisory Board. From 1991 to the present, Mr. Duchesneau has
been General Manager of Standa, Inc., a full service private investigative
agency and consulting firm. From 1971 to 1991, Mr. Duchesneau was the Commander
and Senior Officer of the Organized Crime Unit and Fugitive Apprehensive Unit of
the New Hampshire State Police. On October 12, 2001 Mr. Duchesneau was issued a
ten-year warrant to purchase 25,000 shares of our Class B Non-voting Common
Stock, with an exercise price of $0.20 per share in consideration for his
services on the Advisory Board.

CHARLES LYONS

On November 20, 2001, our Board of Director appointed Charles Lyons to the
Advisory Board. Mr. Lyons is the Superintendent Director of the Shawsheen Valley
Technical School District located in Billerica, Massachusetts. He is also the
Chairman of the Arlington, Massachusetts Board of Selectmen. On that date, our
Board of Directors granted a ten-year warrant to Mr. Lyons to purchase 12,500
shares of our Class B Non-voting Common Stock with an exercise price of $0.20
per share as compensation for his services on the Advisory Board.

ORGANIZATION WITHIN THE PAST FIVE YEARS

We were incorporated in Massachusetts in 1996 as Worldwide Information,
Inc. In July 1999, we reincorporated in Delaware to take advantage of certain
favorable corporate excise tax rates relative to Massachusetts as well as
Delaware's well-established corporate law. As part of that re-incorporation, we
changed our name to LocatePLUS.com, Inc.

On August 1, 2001, we changed our name from LocatePLUS.com, Inc. to
LocatePLUS Holdings Corporation as part of a corporate restructuring. In
conjunction with that corporate restructuring, we created two wholly-owned
subsidiaries, LocatePLUS Corporation, a Delaware corporation, and Worldwide
Information, Inc., a Delaware corporation. We capitalized LocatePLUS Corporation
with all of our Internet-based LocatePLUS(TM) business, in consideration for all
of its equity, 100 shares of common stock, par value $0.01. We capitalized
Worldwide Information, Inc. with all of our CD-ROM-based Worldwide
Information(TM) business, in consideration for all of its equity, 100 shares of
common stock, par value $0.01. We created these subsidiaries for two primary
reasons:

o We wished to isolate any potential liabilities in one of our products
in a manner that would reduce the impact of any such liabilities on
our other product line. There are no claims pending relating to errors
or omissions in either of our two product lines, nor does management
currently anticipate any such claims. However, as disclosed above,
claims associated with defects in our databases may arise from time to
time.

o We wished to administratively separate the operations associated with
our LocatePLUS(TM) product from our Worldwide Information(TM) product.
Operations associated with our Worldwide Information(TM) product have
historically been conducted through our Byfield, Massachusetts office.
Operations associated with our LocatePLUS(TM) product have been
conducted through our Beverly, Massachusetts office. Although each of
these products is marketed to similar users, the acquisition and
integration of data for and the operation of these two products
differs significantly.

Subsequently, we acquired all of the securities of Entersect Corporation
and Dataphant, Inc. and formed Metrigenics, Inc. We presently hold all of the
equity of each of these five subsidiaries, and we account for each subsidiary on
a consolidated basis.

LocatePLUS Holdings Corporation provides certain administrative and
executive functions on behalf of each of its subsidiaries, such as management of
payroll and other accounts payable.

No options, warrants or similar rights to acquire equity in any subsidiary
currently exists, nor do we anticipate any such rights being created in the
future. We have no present intention of selling or otherwise disposing of any
subsidiary.

* * *

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On June 17, 2002, the Board of Directors adopted our Interested Parties
Transaction Policy, pursuant to which we will not enter into any agreement,
arrangement or understanding with any director, officer, or 5% or greater
stockholder of unless (I) the terms of such agreement, arrangement or
understanding are consistent with the terms of equivalent agreements or
arrangements that the we could obtain from third parties; and (II) the
agreement, arrangement or understanding is fair to us.

JON R. LATORELLA

Mr. Latorella is our President and Chief Executive Officer and is Chairman
of our Board of Directors.

INCENTIVE LOAN

On January 3, 2000, the Board of Directors approved, and we made, a term
loan to Mr. Latorella for $275,000, which we refer to as Mr. Latorella's
"Incentive Loan." This Incentive Loan was intended to provide a bonus to Mr.
Latorella for services rendered in conjunction with the development and launch
of our LocatePLUS(TM) product and to deter Mr. Latorella from terminating his
employment with us. The loan was evidenced by a promissory note, pursuant to
which interest on the loan is computed at an annual rate equal to the 90-day
Treasury Bill Rate.

Among other things, the promissory note provided that, if Mr. Latorella
were still employed by us as of January 3, 2003, then the obligations and debt
evidenced by the note would be immediately canceled, and we would be required to
make a tax equalization payment to Mr. Latorella.

As Mr. Latorella was employed by us on January 3, 2003, this loan has been
forgiven in accordance with its terms, and we anticipate that, in accordance
with the loan's terms, we will make a tax equalization payment to Mr. Latorella
in 2004 in the amount of approximately $147,000.

TEMPORARY SALARY WAIVER

Mr. Latorella elected to reduce his annual salary to $50,000 in September
2000. On June 17, 2002, the Board of Directors voted to return Mr. Latorella's
salary prospectively to its pre-reduction level of $150,000 per annum. However,
Mr. Latorella decided to forego the increase and as such his salary was not
restored to the pre-reduced level in 2002. Mr. Latorella's salary was increased
to $250,000 per annum in June 2004.

INCENTIVE STOCK OPTION

Mr. Latorella was granted a fully vested incentive stock option to
purchase 190,000 shares of Class A Voting Common Stock on November 16, 1999,
with an exercise price of $0.22 per share in consideration for services
rendered. This option expires on November 16, 2004.

During 2003, Mr. Latorella was granted fully vested incentive stock
options to purchase 4,250,000 and 5,000,000 shares of Class A Voting Common
Stock and 100,000 shares of Class B Non-Voting Common Stock with exercise prices
of $0.25, $1.00, and $0.20 per share, respectively. On May 19, 2004, Mr.
Latorella was issued an option to purchase 2,500,000 shares of our Class A
Voting Common Stock with an exercise price of $0.39 per share and an option to
purchase 1,000,000 shares of our Class A Voting Common Stock with an exercise
price of $1.50 per share and an option to purchase 5,000,000 shares of our Class
A Voting Common Stock with an exercise price of $0.39 per share that vests upon
the convergence of the Class A and Class B stock.

USE OF COMPANY CARS

Mr. Latorella and his family are allowed use of two company cars, the
value of which is approximately $1,100 per month to Mr. Latorella.

ROBERT A. GODDARD

Mr. Goddard was formerly our Chief Financial Officer. Mr. Goddard ceased
his employment with us on March 31, 2003.

INCENTIVE LOAN

On January 3, 2000, the Board of Directors approved, and we made, a term
loan to Mr. Goddard for $125,000, which we refer to as Mr. Goddard's "Incentive
Loan." This Incentive Loan was intended to provide a bonus to Mr. Goddard for
services rendered in conjunction with the development and launch of the
LocatePLUS(TM) product and to deter Mr. Goddard from terminating his employment
with us.

As Mr. Goddard was employed by us on January 3, 2003, this loan has been
forgiven in accordance with its terms, and we anticipate that, in accordance
with the loan's terms, we will make a tax equalization payment in 2004 to Mr.
Goddard in the amount of approximately $67,012.

STOCK OPTION

Mr. Goddard was issued an option to purchase 1,000,000 shares of Class A
Voting Common Stock on November 16, 1999, with an exercise price of $0.20 per
share in conjunction with our retention of him. This option was fully vested,
and it expires on November 16, 2009. In connection with a severance agreement
that we entered into with Mr. Goddard, that option has been cancelled, and we
issued to him, in lieu of that option, a ten year non-qualified stock option to
purchase 250,000 shares of our Class A Voting Common Stock with an exercise
price of $0.15 per share.

JAMES C. FIELDS

Mr. Fields is our Acting Chief Financial Officer.

STOCK OPTION

On June 1, 2001, Mr. Fields was issued an incentive stock option to
purchase 500,000 shares of our Class A Voting Common Stock with an exercise
price of $0.20 per share. On March 31, 2003, was issued an incentive stock
option to purchase 500,000 shares of our Class A Voting Common Stock with an
exercise price of $0.15 per share. On December 18, 2003, Mr. Fields was issued
incentive stock options to purchase 750,000 shares of our Class A Voting Common
Stock with an exercise price of $0.25 per share. On May 19, 2004, Mr. Fields was
issued an option to purchase 1,000,000 shares of our Class A Voting Common Stock
with an exercise price of $0.39 per share.

THOMAS GARLOCK

Mr. Garlock is a member of our Board of Directors.

EQUITY COMPENSATION FOR SERVICES RENDERED

Mr. Garlock was issued options under our 1999 Stock Option Plan to
purchase an aggregate of 1,034,720 shares of our Class A Voting Common Stock
(with an average exercise price of $0.31), of which options to purchase 836,112
were granted in November 1999, options to purchase 38,067 were granted in June
2001, and options to purchase 160,541 were granted in 2002, in consideration for
his strategic advisory and shareholder relations services.

In consideration service as a member of our Board of Directors and for
strategic advisory and shareholder relations services rendered for us, we also
issued warrants to Mr. Garlock to purchase 386,670 shares of our Class B
Non-voting Common Stock to Mr. Garlock, of which warrants to purchase 324,581
were granted in December 2001, and warrants to purchase 62,089 were granted in
February 2002. These ten-year warrants have an exercise price of $0.15 per
share.

NON-EMPLOYEE DIRECTORS STOCK OPTION AND COMPENSATION POLICY

On February 1, 2002, Mr. Garlock was issued an option to purchase 35,000
shares of our Class B Non-voting Common Stock with an exercise price of $0.15
per share pursuant to our Non-employee Directors Stock Option Policy. On March
28, 2003, Mr. Garlock was issued an additional option to purchase 35,000 shares
of our Class B Non-voting Common Stock with an exercise price of $0.15 per share
pursuant to our Non-employee Directors Stock Option Policy. On November 3, 2003,
Mr. Garlock was issued an option to purchase 100,000 shares of our Class B
Non-voting Common Stock with an exercise price of $0.20 per share and paid was
$10,000 pursuant to our Non-

employee Directors Stock Option and Compensation Policy. On May 19, 2004, Mr.
Garlock was issued an option to purchase 1,000,000 shares of our Class A Voting
Common Stock with an exercise price of $1.50 per share.

JOHN HOULIHAN

Mr. Houlihan is a member of our Board of Directors.

DEBT FINANCING OF LOCATEPLUS HOLDINGS CORPORATION

On March 7, 2001, we borrowed $15,000 from Mr. Houlihan pursuant to a
promissory note providing for an interest rate of 12% per annum. The interest on
this loan was paid on April 26, 2001. On that date, the principal on this loan
was exchanged for 150,000 shares of Class B Non-voting Common Stock.

In conjunction with this note, we also issued to Mr. Houlihan a warrant to
purchase 75,000 shares of our Class A Voting Common Stock with an exercise price
of $0.20 per share.

NON-EMPLOYEE DIRECTORS STOCK OPTION POLICY

On February 1, 2002, Mr. Houlihan was issued an option to purchase 35,000
shares of our Class B Non-voting Common Stock for $0.15 per share pursuant to
our Non-employee Directors Stock Option Policy. On March 28, 2003, Mr. Houlihan
was issued an additional option to purchase 35,000 shares of our Class B
Non-voting Common Stock for $0.15 per share pursuant to our Non-employee
Directors Stock Option Policy. On November 3, 2003, Mr. Houlihan was issued an
option to purchase 100,000 shares of our Class B Non-voting Common Stock with an
exercise price of $0.20 per share and was paid $10,000 pursuant to our
Non-employee Directors Stock Option and Compensation Policy. On May 19, 2004,
Mr. Houlihan was issued an option to purchase 1,000,000 shares of our Class A
Voting Common Stock with an exercise price of $1.50 per share.

GERARD SCALLEY

Mr. Scalley is a member of our Board of Directors.

NON-EMPLOYEE DIRECTORS STOCK OPTION AND COMPENSATION POLICY

On August 27, 2002, Mr. Scalley was issued a warrant to purchase 35,000
shares of our Class B Non-voting Common Stock for $0.22 per share pursuant to
our Non-employee Directors Stock Option Policy. On November 3, 2003, Mr. Scalley
was issued an option to purchase 100,000 shares of our Class B Non-voting Common
Stock with an exercise price of $0.20 per share and was paid $10,000 pursuant to
our Non-employee Directors Stock Option and Compensation Policy. On May 19,
2004, Mr. Scalley was issued an option to purchase 1,000,000 shares of our Class
A Voting Common Stock with an exercise price of $1.50 per share.

ROBERT KITE

Mr. Kite is member of our Board of Directors.

DEBT FINANCING OF LOCATEPLUS HOLDINGS CORPORATION

On March 7, 2001, we borrowed $250,000 from Mr. Kite pursuant to a
promissory note providing for an interest rate of 10% per annum payable monthly.
This loan, plus accrued interest, was repaid in January 2004. In conjunction
with the issuance of that note, we also issued to Mr. Kite a warrant to purchase
shares of our Class B Non-voting Common Stock. This warrant currently permits
Mr. Kite to purchase 250,000 shares of the Company's Class B Non-Voting Common
Stock with an exercise price of $0.22 per share.

NON-EMPLOYEE DIRECTORS STOCK OPTION AND COMPENSATION POLICY

On March 31, 2003, Mr. Kite was issued a warrant to purchase 35,000 shares
of our Class B Non-voting Common Stock for $0.15 per share pursuant to our
Non-employee Directors Stock Option Policy. On November 3, 2003, Mr. Kite was
issued an option to purchase 100,000 shares of our Class B Non-voting Common
Stock for $0.20 per share and was paid $10,000 pursuant to our Non-employee
Directors Stock Option and Compensation

Policy. On May 19, 2004, Mr. Kite was issued an option to purchase 1,000,000
shares of our Class A Voting Common Stock with an exercise price of $1.50 per
share.

THOMAS MURPHY

Mr. Murphy is a member of our Board of Directors.

BROKERAGE FEES PAID TO OFTRING & COMPANY, INC.

Mr. Murphy was formerly the Vice President at Oftring & Company, Inc., the
underwriter of our initial public offering. In connection with certain private
offerings prior to our initial public offering, we issued to him a five year
warrant to purchase 300,000 shares of our Class B Non-voting Common Stock with
an exercise price of $0.30 per share. Oftring was paid $166,000 in fees by us
during 2002 for services as a placement agent in connection with the initial
public offering.

NON-EMPLOYEE DIRECTORS STOCK OPTION AND COMPENSATION POLICY

On March 28, 2003, Mr. Murphy was issued a warrant to purchase 35,000
shares of our Class B Non-voting Common Stock with an exercise price of $0.15
per share pursuant to our Non-employee Directors Stock Option Policy. On
November 3, 2003, Mr. Murphy was issued an option to purchase 100,000 shares of
our Class B Non-voting Common Stock with an exercise price of $0.20 per share
and was paid $10,000 pursuant to our Non-employee Directors Stock Option and
Compensation Policy. On May 19, 2004, Mr. Murphy was issued an option to
purchase 1,000,000 shares of our Class A Voting Common Stock with an exercise
price of $1.50 per share.

DR. RICHARD B. YULES

Dr. Yules is a former member of our Board of Directors. Dr. Yules resigned
from our Board of Directors on March 12, 2003.

NON-EMPLOYEE DIRECTORS STOCK OPTION POLICY

On August 27, 2002, Dr. Yules was issued a warrant to purchase 35,000
shares of our Class B Non-voting Common Stock for $0.22 per share pursuant to
our Non-employee Directors Stock Option Policy.

GREGORY LINDAE

Mr. Gregory Lindae was a member of our Board of Directors until he
resigned on April 12, 2001. Mr. Lindae and his wholly-owned corporation,
Castlerock Ventures, provided a variety of public relations and investment
banking services for us, and worked with our sales force in connection with the
launch of our LocatePLUS(TM) product in California.

PAYMENTS FOR SERVICES RENDERED

On January 31, 2002, we issued a ten-year warrant to Mr. Lindae to
purchase 1,177,680 shares of our Class B Non-voting Common Stock with an
exercise price of $0.15 per share in consideration for strategic advisory,
investment banking and public relations services rendered by him.

* * *

MARKET FOR COMMON EQUITY

The following tables set forth the high and low closing sales prices per
share (and per public warrant), for our Class A Voting Common Stock, Class B
Non-voting Common Stock and public warrants as reported by OTC Bulletin Board
since our initial listing of these securities on the Over the Counter Bulletin
Board.

- --------- --------------- --------------- --------------- --------------- --------------- --------------- ---------------
Q4 2002(1) Q1 2003(2) Q2 2003(3) Q3 2003(4) Q4 2003(5) Q1 2004(6) Q1 2004(7)
- --------- --------------- --------------- --------------- --------------- --------------- --------------- ---------------
HIGH LOW HIGH LOW HIGH LOW HIGH LOW HIGH LOW HIGH LOW HIGH LOW
- --------- -------- ------ -------- ------ -------- ------ -------- ------ -------- ------ -------- ------ -------- ------

LPLHA.OB 0.50 0.15 0.40 0.14 0.42 0.12 0.38 0.28 0.34 0.24 0.63 0.29 0.58 0.37
- --------- -------- ------ -------- ------ -------- ------ -------- ------ -------- ------ -------- ------ -------- ------
LPLHB.OB 0.95 0.12 0.29 0.10 0.29 0.10 0.35 0.20 0.25 0.13 0.41 0.20 0.44 0.32
- --------- -------- ------ -------- ------ -------- ------ -------- ------ -------- ------ -------- ------ -------- ------
LPLHW.OB 0.05 0.02 0.10 0.00 0.12 0.00 0.13 0.03 0.09 0.05 0.26 0.07 0.19 0.09
- --------- -------- ------ -------- ------ -------- ------ -------- ------ -------- ------ -------- ------ -------- ------

(1) The three months ended December 31, 2002.
(2) The three months ended March 31, 2003.
(3) The three months ended June 30, 2003.
(4) The three months ended September 30, 2003.
(5) The three months ended December 31, 2003.
(6) The three months ended March 31, 2004.
(7) The three months ended June 30, 2004.

The quotations set forth above reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.

PRINCIPAL STOCKHOLDERS

As of July 31, 2004, we had 90,766,428 shares of Class A Voting Common
Stock and 72,898,596 shares of Class B Non-voting Common Stock issued and
outstanding. The table on the following page sets forth certain information
known to us with respect to the beneficial ownership of our Class A Voting
Common Stock and Class B Non-voting Common Stock on July 31, 2004, by:

o each of our directors;
o each of our executive officers;
o each person known to us to beneficially own more than 5% of either
class of our common stock; and
o all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission.

In computing the number of shares beneficially owned by a person and the
percentage of ownership of that person, shares of common stock underlying
options or warrants held by that person that are currently exercisable or will
become exercisable within 60 days after the effective date of the offering are
deemed outstanding, while such shares are not deemed outstanding for computing
percentage ownership of any other person.

For the purpose of this table, "Class A Stock" refers to our Class A
Voting Common Stock and "Class B Stock" refers to our Class B Non-voting Common
Stock.

To our knowledge, except as indicated in the footnotes to this table, each
stockholder identified in the table possesses sole voting and investment power
with respect to all shares of common stock shown as beneficially owned by such
stockholder. Each of our directors and executive officers can be contacted at
100 Cummings Center, Suite 235M, Beverly, Massachusetts 01915.

OWNERSHIP OF LOCATEPLUS HOLDINGS CORPORATION SECURITIES

CLASS A VOTING COMMON STOCK CLASS B NON-VOTING COMMON STOCK
--------------------------- -------------------------------
NUMBER OF SHARES PERCENTAGE OF NUMBER OF SHARES PERCENTAGE OF
BENEFICIAL OWNER BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED SHARES
- ---------------- ------------------ ------ ------------------ ------

DIRECTORS
JON R. LATORELLA 40,440,500(1) 39.3% 125,000(2) *

SONIA P. BEJJANI 4,500,000(3) 4.7% 125,380(4) *

THOMAS GARLOCK 2,577,838(5) 2.8% 582,560(6) *

JOHN P. HOULIHAN 1,510,000(7) *1.7 2,519,750(8) 3.4%

ROBERT KITE 1,333,333(9) *1.5 743,083(10) *

GERARD SCALLEY 1,000,000(11) *1.0 155,610(12) *

THOMAS MURPHY 1,075,000(13) *1.2 457,500(14) *

OFFICERS
JAMES C. FIELDS 2,250,000(15) 2.4% -- *

All directors and
executive officers
as a group (8 persons) 54,686,671(16) 47.1% 4,708,883(17) 6.3%

- ---------------------------
* Less than one percent of outstanding shares.

(1) Includes 12,240,000 shares issuable upon exercise of a fully vested stock
options, with a weighted average exercise price of $0.69 per share.

(2) Includes 100,000 shares issuable upon exercise of a fully vested stock
options, with an average exercise price of $0.20 per share.

(3) Consists of fully vested options to purchase 4,500,000 shares with a
weighted average exercise price of $0.52 per share.

(4) Includes 100,000 shares issuable upon exercise of a fully vested stock
options, with an average exercise price of $0.20 per share.

(5) Includes (i) 543,118 shares held by the Kenai River Trust, over which Mr.
Garlock has voting and dispositional authority; and (ii) includes
2,034,720 shares issuable upon exercise of fully vested stock options,
with a weighted average exercise price of $0.84 per share.

(6) Consists of (i) 386,670 shares issuable upon exercise of immediately
exercisable warrants with an exercise price of $0.15 per share, and (ii)
options to purchase 170,000 shares, with a weighted average exercise price
of $0.18 per share pursuant to a warrant granted on under our Non-employee
Directors Stock Option Policy.

(7) Includes 75,000 shares held by the Houlihan Trust, over which Mr. Houlihan
has voting and dispositional authority. Also includes 1,075,000 shares of
issuable upon exercise of certain immediately exercisable warrants, with a
weighted average exercise price of $1.41 per share.

(8) Includes (i) 425,000 shares held by the Houlihan Trust, over which Mr.
Houlihan has voting and dispositional authority; (ii) 66,667 shares held
by Failte Investments, over which Mr. Houlihan has voting and
dispositional authority; and (iii) warrants to purchase 170,000 shares,
with a weighted average exercise price of $0.18 per share granted under
our Non-employee Directors Stock Option Policy.

(9) Includes 1,000,000 shares issuable upon exercise of a fully vested stock
options, with an average exercise price of $1.50 per share.
42

(10) Includes fully vested and immediately exercisable warrants to purchase
250,000 shares, with an exercise price of $0.22 per share issued in
December 2002 and options to purchase 135,000 shares with a weighted
average exercise price of $0.19 per share pursuant to a warrant and option
granted on under our Non-employee Directors Stock Option Policy.

(11) Includes 1,000,000 shares issuable upon exercise of a fully vested stock
options, with an average exercise price of $1.50 per share.

(12) Includes 135,000 shares issuable upon the exercise of warrants, with a
weighted average exercise price of $0.21 per share pursuant to a warrant
and option granted on under our Non-employee Directors Stock Option
Policy.

(13) Includes 1,000,000 shares issuable upon exercise of a fully vested stock
options, with an average exercise price of $1.50 per share.

(14) Includes 135,000 shares issuable upon the exercise of warrants, with a
weighted average exercise price of $0.21 per share pursuant to a warrant
and option granted on under our Non-employee Directors Stock Option
Policy.

(15) Includes the vested portion of stock incentive stock options to purchase
up to 2,250,000 shares with a weighted average exercise price of $0.33 per
share.

(16) Includes 25,508,053 shares issuable upon the exercise of convertible
securities.

(17) Includes 1,881,670 shares issuable upon the exercise of warrants.

* * *

DESCRIPTION OF CAPITAL STOCK

The authorized capital of LocatePLUS Holdings Corporation consists of:

o 150,000,000 shares of Class A Voting Common Stock; and

o 250,000,000 shares of Class B Non-voting Common Stock.

The following description of our capital stock does not purport to be complete
and is governed by and qualified by our Second Amended and Restated Certificate
of Incorporation (which we refer to as our "Charter") and By-laws, which are
included as exhibits to the registration statement of which this prospectus
forms a part, and by the provisions of applicable Delaware law.

COMMON STOCK

As of July 31, 2004, there were 90,766,428 shares of Class A Voting Common
Stock and 72,898,596 shares of Class B Non-Voting Common Stock issued and
outstanding.

The holders of both classes of our common stock are entitled to receive
ratably dividends, if any, as may be declared from time to time by the Board of
Directors out of funds legally available for that purpose. In the event of our
liquidation, dissolution or winding up, the holders of both classes of our
common stock are entitled to share ratably in all assets remaining after payment
of liabilities. Neither class of our common stock has any preemptive or
conversion rights or other subscription rights. There are no redemption or
sinking fund provisions applicable to either class of our common stock.

CLASS A VOTING COMMON STOCK

Shares of Class A Voting Common Stock are entitled to one vote per share
held of record on all matters submitted to a vote of stockholders. Holders of
Class A Voting Common Stock do not have cumulative voting rights.

CLASS B NON-VOTING COMMON STOCK

Shares of Class B Non-voting Common Stock have no voting rights, but are
otherwise identical to shares of Class A Voting Common Stock.

CLASS A REDEEMABLE WARRANTS (ALSO KNOWN AS "PUBLIC WARRANTS")

GENERAL

Each Class A Redeemable Warrant entitles the holder to purchase one share
of our Class A Voting Common Stock for $0.50 per share. The exercise price is
subject to adjustment upon the occurrence of certain events as provided in the
Class A Redeemable Warrant certificate and as summarized below. Subject to
certain limitations which are described below, our Class A Redeemable Warrants
may be exercised at any time until October 12, 2005, which is their expiration
date. Those of our Class A Redeemable Warrants which have not previously been
exercised will expire on October 12, 2005 at the close of business (5:00 p.m.
Boston time). A Class A Redeemable Warrant holder will not be deemed to be a
holder of the underlying shares of our Class A Voting Common Stock for any
purpose until the Class A Redeemable Warrant has been properly exercised.

EXERCISE

A Class A Redeemable Warrant holder may exercise our Class A Redeemable
Warrants only if an appropriate registration statement is then in effect with
the Securities and Exchange Commission and if the shares of Class A Voting
Common Stock underlying our Class A Redeemable Warrants are qualified or
registered for sale under the securities laws of the state in which the holder
resides (or an exemption from registration is available). We will use
commercially reasonable efforts to maintain the registration of the Class A
Voting Common Stock underlying the warrants until October 12, 2005, and to
qualify for sale the shares of Class A Voting Common Stock in each U.S.
jurisdiction in which our Class A Redeemable Warrant holders reside, although we
can give no guarantee that such registration will be permitted under applicable
state law.

Our Class A Redeemable Warrants may be exercised by delivering to our
Transfer Agent the applicable Public Warrant certificate on or prior to the
expiration date, with the form on the reverse side of the certificate executed
as indicated, accompanied by payment of the full exercise price for the number
of Class A Redeemable Warrants being exercised plus payment of any taxes
required by the holder's jurisdiction. Fractional shares of Class A Voting
Common Stock will not be issued upon exercise of our Class A Redeemable
Warrants.

ADJUSTMENTS OF EXERCISE PRICE

If we effect any stock split or stock combination with respect to our
Class A Voting Common Stock, the exercise price in effect immediately prior to
such stock split or combination will be proportionately reduced or increased, as
the case may be. Any adjustment of the exercise price will also result in an
adjustment of the number of shares purchasable upon exercise of a Class A
Redeemable Warrant.

REDEMPTION

We may repurchase the Class A Redeemable Warrants for $0.001 per warrant
upon 30 days' notice to the holders of the Class A Redeemable Warrants in the
event that the closing bid on the Over-the-Counter Bulletin Board for our Class
A Voting Common Stock is at or above $1.25 per share for five consecutive days.

RESTRICTED WARRANTS

As of July 31, 2004, we had issued restricted warrants to purchase an
aggregate of 4,625,989 shares of our Class A Voting Common Stock, for which the
weighted average exercise price of these warrants is $0.33 per share. As of July
31, 2004, we also had issued restricted warrants to purchase an aggregate of
10,683,249 shares of our Class B Non-voting Common Stock, for which the weighted
average exercise price of these warrants is $0.20 per share. These restricted
warrants include "net issuance" provisions, permitting a holder to exchange a
portion of the warrants for shares of the underlying security in lieu of payment
of a cash exercise price.

CONVERTIBLE NOTE

In consideration for a $10,000 loan made to us on March 9, 2001, we issued
a convertible promissory note. This convertible promissory note bears interest
at the rate of 12% per annum. This note is convertible into 44,444 shares of our
Class A Voting Common Stock at the election of the holder. The note originally
matured on September 9, 2001. On July 22, 2002, the holder of the note agreed
with us to convert the note into a demand note providing for quarterly payments
of interest on the note until the principal of the note is repaid or converted.

LIMITATIONS ON DIRECTORS' LIABILITIES AND INDEMNIFICATION

Our Charter provides that members of our Board of Directors shall not be
personally liable to us or our stockholders for monetary damages for breach of
fiduciary duty as a director except for liability:

o for any breach of the director's duty of loyalty to the corporation or
its stockholders;

o for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

o under Section 174 of the General Corporation Law of the State of
Delaware (relating to distributions by insolvent corporations); or

o for any transaction from which the director derived an improper
personal benefit.

Our Charter also provides that if the General Corporation Law of the State
of Delaware is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of members of
our Board of Directors will be eliminated or limited to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as so
amended.

Our Charter and By-laws also provide that we may indemnify our directors
and officers to the fullest extent permitted by Delaware law. A right of
indemnification shall continue as to a person who has ceased to be a director or
officer and will inure to the benefit of the heirs and personal representatives
of such a person. The indemnification provided by our Charter and By-laws will
not be deemed exclusive of any other rights that may be provided now or in the
future under any provision currently in effect or hereafter adopted by our
Charter, By-laws, by any agreement, by vote of our stockholders, by resolution
of our directors, by provision of law or otherwise.

We have also secured directors' and officers' liability insurance on
behalf of our directors and officers.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons in
accordance with the provisions contained in our Charter and By-laws, Delaware
law or otherwise, we have been advised that, in the opinion of the Securities
and Exchange Commission, this indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. If a claim for
indemnification against such liabilities (other than the payment by us of
expenses incurred or paid by a director, officer or controlling person in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer or controlling person, we will, unless in the opinion of our
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Securities Act and we will follow the
court's determination.

SHARES ELIGIBLE FOR FUTURE SALE

The following table outlines our capital stock as of July 31, 2004:

Shares of Class A Voting Common Stock
outstanding................................ ...........90,766,428(1)
Shares of Class B Non-voting Common Stock
outstanding............................................72,898,596(2)
Total shares of both classes of Common Stock
outstanding...........................................163,655,024(1)(2)
--------------

(1) Assuming no exercise or conversion of:

o warrants to purchase 16,624,989 shares of Class A Voting Common Stock
outstanding as of July 31, 2004;
o options to purchase up to 12,048,700 shares of Class A Voting Common
Stock pursuant to our 1999 Incentive and Non-qualified Stock Option
Plan;
o a put option which permits us to sell up to $1,575,288 in shares of
Class A Voting Common Stock as of July 31, 2004;
o options to purchase up to 25,000,000 shares of Class A Voting Common
Stock pursuant to our 2003 Stock Plan;
o debt convertible into 44,444 shares of Class A Voting Common Stock at
the election of one debtholder; or
o debt convertible into 7,500,000 shares of Class A Voting Common Stock
at the election of one debt holder.

(2) Assuming no exercise or conversion of:

o warrants and options to purchase up to 10,683,249 shares of Class B
Non-voting Common Stock outstanding as of July 31, 2004; or
o options to purchase up to 25,000,000 shares of Class B Non-Voting
Common Stock pursuant to our 2003 Stock Plan.

As of July 31, 2004, our affiliates held 29,178,618 shares of our Class A
Voting Common Stock and 2,827,213 shares of our Class B Non-voting Common Stock.
In general, under Rule 144, as currently in effect, after the date of this
prospectus, a person (or persons whose shares are aggregated) who has
beneficially owned shares of our common stock for at least one year, including
any person who is deemed to be our affiliate, will be entitled to sell, within
any three-month period, a number of shares that does not exceed the greater of:

o 1% of the number of shares of such class of common stock then
outstanding, which will equal approximately 907,664 shares (in the
case of Class A Voting Common Stock) and 728,985 shares (in the case
of our Class B Non-voting Common Stock); or

o the average weekly trading volume of our Common Stock during the four
calendar weeks preceding the filing of a notice on Form 144 with
respect to such sale.

Sales under Rule 144 are also governed by other requirements regarding the
manner of sale, notice filing and the availability of current public information
about us. Under Rule 144(k), however, a person who is not, and for the three
months prior to the sale of such shares has not been, an affiliate of the
company will be free to sell "restricted securities" (E.G., shares issued in a
private placement) which have been held for at least two years without regard to
the limitations described above.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our securities is Transfer Online,
Inc. Transfer Online's address is 227 SW Pine Street, Suite 300, Portland,
Oregon 97204.

LEGAL MATTERS

The validity of the securities offered by this prospectus will be passed
upon for us by Kirkpatrick & Lockhart LLP.

EXPERTS

The financial statements as of December 31, 2002 and 2003 and for each of
the years in the period ended December 31, 2002 and 2003 included in this
prospectus have been so included in reliance on the report (which contains an
explanatory paragraph relating to our ability to continue as a going concern as
described in Note 1 to the financial statements) of Carlin, Charron, & Rosen,
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.

ADDITIONAL INFORMATION

We filed with the Securities and Exchange Commission a registration
statement on Form SB-2 under the Securities Act of 1933 for the shares of Common
Stock in the offering, of which this prospectus is a part. This prospectus does
not contain all of the information in the registration statement and the
exhibits and schedule that were filed with the registration statement. For
further information with respect to us and our securities, we refer you to the
registration statement and the exhibits and schedule that were filed with the
registration statement.

Statements contained in this prospectus about the contents of any contract
or any other document that is filed as an exhibit to the registration statement
are not necessarily complete, and we refer you to the full text of the contract
or other document filed as an exhibit to the registration statement. A copy of
the registration statement and the exhibits and schedules that were filed with
the registration statement may be inspected without charge at the Public
Reference Room maintained by the Securities and Exchange Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies of all or any part of the
registration statement may be obtained from the Securities and Exchange
Commission upon payment of the prescribed fee. Information regarding the
operation of the Public Reference Room may be obtained by calling the Securities
and Exchange Commission at 1-800-SEC-0330.

The Securities and Exchange Commission maintains a web site that contains
reports, proxy and information statements, and other information regarding
registrants that file electronically with the SEC. The address of the site is
WWW.SEC.GOV.

* * *

LOCATEPLUS HOLDINGS CORPORATION

INDEX TO FINANCIAL STATEMENTS

Page
----
Report of Independent Accountants F-1

Consolidated Balance Sheet as of December 31, 2003
and June 30, 2004 (unaudited) F-2

Consolidated Statements of Operations for the years ended
December 31, 2002 and 2003, and for the six months ended
June 30, 2004 and 2003 (unaudited) F-3

Consolidated Statements of Stockholders' Equity (Deficit)
for the years ended December 31, 2002 and 2003 F-4

Consolidated Statements of Cash Flows for the years ended
December 31, 2002 and 2003, and for the six months ended
June 30, 2004 and 2003 (unaudited) F-5

Notes to Consolidated Financial Statements F-6

INDEPENDENT AUDITORS' REPORT

To the Stockholders and Board of Directors of
LocatePLUS Holdings Corporation:
Beverly, Massachusetts

We have audited the accompanying consolidated balance sheet of LocatePLUS
Holdings Corporation as of December 31, 2003, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
two years in the period ended December 31, 2003. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of LocatePLUS
Holdings Corporation as of December 31, 2003, and the results of its
consolidated operations and its consolidated cash flows for each of the two
years in the period ended December 31, 2003, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As disclosed in the financial
statements, the Company has an accumulated deficit at December 31, 2003 and has
suffered substantial net losses in each of the last two years, which raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are disclosed in Note 1. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

CARLIN, CHARRON & ROSEN LLP
Worcester, Massachusetts

The accompanying financial statements as of June 30, 2004 and for the six
months ended June 30, 2004, and 2003 have not been audited as disclosed in
Note 1.

March 18, 2004

F-1

LOCATEPLUS HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEET

MARCH 31, 2004 DECEMBER 31, 2003
-------------- -----------------

ASSETS
Current assets:
Cash and cash equivalents $ 3,268,207 $ 1,522,922
Accounts receivable, trade - net 779,597 568,811
Prepaid expenses and other current assets 497,460 972,256
Related party notes receivable 17,500 37,500
Notes receivable 689,539 901,728
------------ ------------

Total current assets 5,252,303 4,003,217

Property and equipment, net 2,746,192 2,475,080
Other assets 805,679 735,869
------------ ------------

Total assets $ 8,804,174 $ 7,214,166
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 1,343,866 $ 1,671,819
Accounts payable 1,183,982 1,222,801
Accrued expenses 373,542 458,452
Deferred revenue 79,329 100,347
Current portion of capital lease obligation 688,718 934,594
Note payable - related party -- 250,000
Convertible notes payable 10,000 10,000
------------ ------------

Total current liabilities 3,679,437 4,648,013

Capital lease obligation, net of current portion 111,896 336,158
Notes payable 3,643,536 225,509
------------ ------------

Total liabilities 7,434,869 5,209,680
------------ ------------

Commitments and contingencies -- --

Stockholders' equity:
Class A common stock, $0.01 par value; 150,000,000 shares authorized;
76,076,691 shares issued and outstanding at December 31, 2003 904,586 760,767
Class B common stock, $0.01 par value, 250,000,000 shares authorized;
72,898,596 shares issued and outstanding at December 31, 2003 728,986 728,986
Additional paid-in capital 24,610,062 20,967,472
Warrants 2,237,448 2,237,448
Common stock subscriptions receivable (500,000) --
Accumulated deficit (26,611,777) (22,690,187)
------------ ------------

Total stockholders' equity 1,369,305 2,004,486
------------ ------------

Total liabilities and stockholders' equity $ 8,804,174 $ 7,214,166
============ ============

See independent auditors' report and notes to consolidated financial statements.

F-2

LOCATEPLUS HOLDINGS COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED FOR THE YEARS ENDED
JUNE 30, DECEMBER 31,
-------------------------------- --------------------------------
2004 2003 2003 2002
------------- ------------- ------------- -------------
(UNAUDITED)

Revenues
Information sales - CD Rom $ 298,894 $ 232,068 $ 478,278 $ 345,003
Information sales - online 1,860,777 1,143,496 2,543,581 1,471,188
Information sales - channel 376,198 95,165 263,834 32,284
Information sales - wireless 3,128 2,970 7,417 1,980
Engineering services 47,200 96,167 105,667 53,333
------------- ------------- ------------- -------------

Total revenues 2,586,197 1,569,866 3,398,777 1,903,788
------------- ------------- ------------- -------------

Costs and expenses:
Costs of revenues
CD Rom 45,643 40,856 91,775 90,397
Online and channel 1,902,073 1,088,778 2,606,875 1,217,809
Wireless -- 23,339 2,749 1,100
Engineering 871 1,375 26,025 9,297
Selling and marketing 594,999 415,154 1,049,381 1,001,529
General and administrative 3,432,506 1,732,455 3,804,200 3,257,546
Research & Development 164,074 -- -- --
------------- ------------- ------------- -------------

Total operating expenses 6,140,796 3,301,957 7,581,005 5,577,678
------------- ------------- ------------- -------------

Operating loss (3,554,599) (1,732,091) (4,182,228) (3,673,890)

Other income (expense):
Interest income 45,595 67,365 137,253 53,835
Interest expense (428,330) (251,795) (686,315) (397,674)
Other income 15,744 21,478 40,605 21,122
Write-off accrued license fees -- 283,500 283,500 --
------------- ------------- ------------- -------------

Net loss $ (3,921,590) $ (1,611,543) $ (4,407,185) $ (3,996,607)
============= ============= ============= =============

Basic and diluted net loss per share $ (0.02) $ (0.01) $ (0.03) $ (0.04)

Shares used in computing basic and diluted
net loss per share 157,150,404 124,617,401 130,299,353 111,798,301

See independent auditors' report and notes to consolidated financial statements.

F-3

LOCATEPLUS HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

CLASS A CLASS B ADDITIONAL
COMMON STOCK COMMON STOCK PAID-IN
SHARES AMOUNT SHARES AMOUNT CAPITAL
---------- ------------ ---------- ------------ ------------

Balance at December 31, 2001 53,108,580 $ 531,086 48,527,054 $ 485,270 $ 14,213,637

Issuance of common stock at $0.15 per share,
net of issuance costs of $28,478 8,113,672 81,137 1,107,436

Issuance of warrants to purchase common stock
in exchange for services

Payment of stock subscription receivable

Issuance of Units at $0.30 per unit net of
$590,662 issuance cost 12,000,000 120,000 1,929,338

Exchange of convertible notes payable plus accrued
interest at $0.22 per share 1,681,712 16,817 386,794

Exercise of detachable warrants 60,000 600 8,040

Beneficial conversion feature on convertible debt 104,503

Issuance of detachable warrants to purchase common
stock in conjunction with debt and lease financing

Net loss for the year ended December 31, 2002
---------- ------------ ---------- ------------ ------------
Balance at December 31, 2002 54,850,292 $ 548,503 68,640,726 $ 686,407 $ 17,749,748

Payment of stock subscription receivable

Issuance of detachable warrants to purchase common
stock in conjunction with debt and lease financing

Issuance of common stock in exchange for services 3,547,519 35,475 1,262,500 12,625 551,900

Issuance of units at $0.16 per unit 2,477,250 24,773 257,695

Issuance of common stock in exchange for services 125,000 1,250 12,500

Issuance of detachable warrants to purchase common
stock in exchange for service

Issuance of options to purchase common stock as
part of severance agreement 17,870

Exercise of options @ $0.20 1,414,450 14,145 268,746

Net Issuance options exercised 2,170,909 21,709 (21,709)

Issuance of units at $0.16 per unit 370,370 3,704 55,227

Issuance of shares throughout the year 8,907,634 89,076 1,189,013

Issuance of shares in accordance with put option 2,708,637 27,086 623,982

Issuance of common stock for investment in subsidiary 2,500,000 25,000 262,500

Net loss for the year ended December 31, 2003
---------- ------------ ---------- ------------ ------------
Balance at December 31, 2003 76,076,691 $ 760,767 72,898,596 $ 728,986 $ 20,967,472
========== ============ ========== ============ ============

COMMON STOCK TOTAL
SUBSCRIPTIONS ACCUMULATED STOCKHOLDERS'
WARRANTS RECEIVABLE DEFICIT EQUITY
------------ ------------ ------------ ------------
Balance at December 31, 2001 $ 547,994 $ (4,500) (14,286,395) $ 1,487,092

Issuance of common stock at $0.15 per share,
net of issuance costs of $28,478 1,188,573

Issuance of warrants to purchase common stock
in exchange for services 236,177 236,177

Payment of stock subscription receivable 4,500 4,500

Issuance of Units at $0.30 per unit net of
$590,662 issuance cost 960,000 (174,908) 2,834,430

Exchange of convertible notes payable plus accrued
interest at $0.22 per share 403,611

Exercise of detachable warrants 8,640

Beneficial conversion feature on convertible debt 104,503

Issuance of detachable warrants to purchase common
stock in conjunction with debt and lease financing 80,662 80,662

Net loss for the year ended December 31, 2002 (3,996,607) (3,996,607)
------------ ------------ ------------ ------------
Balance at December 31, 2002 $ 1,824,833 $ (174,908) $(18,283,002) $ 2,351,581

Payment of stock subscription receivable 174,908 174,908

Issuance of detachable warrants to purchase common
stock in conjunction with debt and lease financing 208,481 208,481

Issuance of common stock in exchange for services 600,000

Issuance of units at $0.16 per unit 113,892 396,360

Issuance of common stock in exchange for services 13,750

Issuance of detachable warrants to purchase common
stock in exchange for service 49,173 49,173

Issuance of options to purchase common stock as
part of severance agreement 17,870

Exercise of options @ $0.20 282,891

Net Issuance options exercised --

Issuance of units at $0.16 per unit 41,069 100,000

Issuance of shares throughout the year -- 1,278,089

Issuance of shares in accordance with put option -- 651,068

Issuance of common stock for investment in subsidiary 287,500

Net loss for the year ended December 31, 2003 (4,407,185) (4,407,185)
------------ ------------ ------------ ------------
Balance at December 31, 2003 $ 2,237,448 $ -- $(22,690,187) $ 2,004,486
============ ============ ============ ============

See independent auditors' report and notes to consolidated financial statements.

F-4

LOCATEPLUS HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED FOR THE YEARS ENDED
MARCH 31, DECEMBER 31,
---------------------------- ----------------------------
2004 2003 2003 2002
------------ ------------ ------------ ------------
(UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($3,921,590) ($1,611,543) ($ 4,407,185) ($ 3,996,607)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization of property and equipment 443,393 268,798 571,527 475,542
Provision for doubtful accounts 87,182 38,386 150,603 32,180
Interest expense related to warrants issued with debt 69,224 42,244 327,420 4,020
Interest expense related to beneficial conversion feature -- -- -- 104,503
Interest expense recorded on mandatorially convertible debt -- -- -- 40,773
Amortization of notes receivable from related parties -- 9,722 9,722 133,334
Amortization of intangible assets 95,790 -- 28,512 --
W rite down of accrued license fees -- 283,500 283,500 --
Expense recorded for fair value of stock, options, and
warrants issued for services -- 47,861 261,309 238,603
Changes in assets and liabilities:
Accounts receivable (297,968) (206,676) (449,848) (148,156)
Prepaid expenses and other assets (474,796) (212,753) (5,006) (154,432)
Accounts payable (38,819) (296,954) (113,772) 50,488
Accrued expenses (84,910) 99,287 (292,170) 115,678
Deferred revenue (21,018) (56,620) 24,510 101,550
Security Deposits 142,550 5,611 (24,112) (145,545)
------------ ------------ ------------ ------------

Net cash used in operating activities (3,051,370) (1,787,711) (3,634,990) (3,148,069)
------------ ------------ ------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Principal repayment of purchased note receivable 235,000 281,492 539,767 1,018,525
Purchase of note receivable (22,812) (135,449) (210,021) (1,250,000)
Purchases of property and equipment (519,024) (15,005) (74,568) (150,636)
Proceeds from sale of property and equipment 1,500 --
------------ ------------ ------------ ------------

Net cash provided by investing activities (286,837) 131,038 256,678 (382,111)
------------ ------------ ------------ ------------

Cash flows from financing activities:
Repayment of debt (494,564) (48,126) (561,790) (600,000)
Proceeds from issuance of debt 3,250,000 1,416,000 1,816,000 1,382,900
Financing fees on issuance of debt (297,000) -- -- --
Payments of obligations under capital lease (643,353) (315,041) (737,504) (169,514)
Proceeds from issuance of common stock and collection of stock
subscriptions receivable, net of issuance costs 3,268,408 628,608 2,723,315 --
Deposit for Units -- -- -- 3,662,143
------------ ------------ ------------ -------------

Net cash provided by financing activities 5,083,491 1,681,441 3,240,021 4,275,529
------------ ------------ ------------ -------------

Net (decrease) increase in cash and cash equivalents 1,745,285 24,768 (138,291) 745,349

Cash and cash equivalents, beginning of period 1,522,922 1,661,213 1,661,213 915,864
------------ ------------ ------------ -------------

Cash and cash equivalents, end of period $ 3,268,207 $ 1,685,981 $ 1,522,922 $ 1,661,213
============ ============ ============ =============

Supplemental disclosures of cash flows information:
Cash paid for interest $ 378,894 $ 144,215

Supplemental disclosure of non-cash investing and financing activities:
Acquisition of property and equipment under capital leases $ 1,658,416 $ 211,436
Exchange of convertible debt for common stock -- $ 312,000
Relative fair value of detachable warrants issued in conjunction with convertible debt $ 327,420 $ 4,020
Value ascribed to beneficial conversion features on convertible debt -- $ 104,503
Issuance of common stock for subscription receivable -- $ 174,908
Fair value of warrants issued in conjunction with services $ 261,308 $ 241,103

See independent auditors' report and notes to consolidated financial statements.

F-5

LocatePLUS Holdings Corporation
Notes to Consolidated Financial Statements

LOCATEPLUS HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF BUSINESS AND BASIS OF PRESENTATION

LocatePLUS Holdings Corporation (the "Company") was initially incorporated
in Massachusetts in 1996 as Worldwide Information, Inc. In July 1999, the
Company reincorporated in Delaware and changed its name to LocatePLUS.com,
Inc. On August 1, 2001, the Company changed its name from LocatePLUS.com,
Inc. to LocatePLUS Holdings Corporation as part of a corporate
restructuring. Also, as part of the restructuring, the Company created two
wholly-owned subsidiaries, LocatePLUS Corporation and Worldwide
Information, Inc. The restructuring was completed by commonly-controlled
entities and, accordingly, was accounted for based on historical cost. In
September 2003, the Company, through its newly formed wholly owned
subsidiary Certifion Corporation, acquired all of the assets of Project
Entersect Corporation. The acquisition was accounted for as a purchase and
is recorded with the Company's operations from the date of purchase
through December 31, 2003. In October 2003, the Company merged Voice Power
Technology into its newly formed wholly owned subsidiary Dataphant, Inc.
There were no assets acquired in this acquisition and the Company issued
2,500,000 shares of its Class B Non-Voting common stock to the stock
holders of Voice Power Technology in consideration for a two year
non-competition agreement with these stock holders. The Company formed
Metrigenics, Inc., a wholly owned subsidiary on January 6, 2004.
Metrigenics, Inc. was formed to develop a new technology that the Company
can utilize in its existing product line. Through June 30, 2004
approximately $160,000 has been expensed relating to this new subsidiary
and $21,000 remains in prepaid expenses. The prepaid expenses are to fund
the salary of the principal scientist (a related party to the CEO) through
July 2004 and other expenses through an oral agreement with a Foundation.
All intercompany accounts and transactions have been eliminated in
consolidation.

The Company provides access to public information such as bankruptcies,
real estate transactions, motor vehicles, and drivers' licenses to
commercial, private sector and law enforcement entities in the United
States. In 1999 and prior periods, this information was delivered to
customers on compact disks. In March 2000, the Company began providing
information through the Internet and in 2002 began providing information
through the use of handheld wireless devices.

UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying interim consolidated condensed financial statements are
unaudited and have been prepared in accordance with accounting principles
generally accepted in the United States of America. These statements
include the accounts of LocatePlus Holdings Corporation and its
subsidiaries. Certain information and footnote disclosures normally
included in LocatePlus Holdings Corporation's annual consolidated
financial statements have been condensed or omitted in accordance with
Securities and Exchange Commission ("SEC") rules for interim financial
statements. The interim consolidated financial statements, in the opinion
of management, reflect all adjustments (consisting only of normal
recurring accruals) necessary to fairly present the financial position as
of June 30, 2004 and the results of operations and cash flows for the six
months then ended. There were no material unusual charges or credits to
operations during the recently completed fiscal quarter.

The results of operations for the interim periods are not necessarily
indicative of the results of operations to be expected for the entire
fiscal year. These interim consolidated financial statements should be
read in conjunction with the audited consolidated financial statements for
the year ended December 31, 2003, which are contained in LocatePlus
Holdings Corporation's

F-6

Annual Report filed on Form 10-KSB filed with the Securities and Exchange
Commission on March 30, 2004.

LIQUIDITY AND OPERATIONS
The financial statements included in this report have been prepared
assuming that the Company will continue as a going concern, and
contemplate continuity of operations, realization of assets and the
satisfaction of liabilities and commitments in the normal course of
business. The Company has incurred significant net losses in each of the
last two years as well as during the six months ended June 30, 2004. In
addition, the Company has incurred an accumulated deficit of approximately
$27 million through June 30, 2004. The Company raised approximately $2.4
million of equity during 2003 through the sale of its equity securities
and $3.3 million in the six months ended June 30, 2004 through the
issuance and sale of equity. The ultimate success of the Company is still
dependent upon its ability to secure additional financing to meet its
working capital and ongoing project development needs. Management believes
the Company's current sources of liquidity, funding, and customer demand
are adequate to sustain its current level of operations through the end of
2004. Management's plans include increasing sales, expanding
infrastructure, and hiring additional staff that will require the Company
to obtain additional financing (through sales of equity securities or debt
instruments). There can be no assurance, however that the Company's
operations will be profitable or will generate sufficient cash to fund the
Company's business in the future or that the Company will be able to
obtain additional financing if needed. The Company's financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

During August 2003, the Company issued a put to one investor through an
equity agreement, which provides that the Company, subject to certain
limitations, has the right to sell, at its discretion, up to $5 million in
shares of the Company's Class A Voting Common Stock to the investor at a
purchase price equal to 95% of the lowest closing bid price for the
Company's Class A Voting Common Stock during a ten-day pricing period. The
number of shares that the Company may sell to that investor is limited by
the trading volume of the Company's Class A Voting Common Stock and
certain customary closing conditions. The Company sold 9,003,850 shares
for a total $3,340,731 in net proceeds from the investor through June 30,
2004. The remaining amount available under the put at June 30, 2004 was
$1,659,269.

In June of 2004, the Company received $3 million by issuing a secured
convertible term note bearing interest at "prime rate" plus two percent
per annum. The balance of this debt at June 30, 2004 is $3,000,000. This
debt is payable in 33 installments commencing September 2004. The Note is
convertible into 7,500,000 shares of our Class A Voting Common Stock at a
fixed conversion rate of $0.40 per share and the Warrant provides for the
purchase of up to 1,320,000 shares of Class A Common Stock at a price of
$0.45 each, subject to customary adjustments, until June 17, 2009.
Therefore, an aggregate of 8,820,000 shares of Class A Common Stock are
issuable upon conversion of the Note and exercise of the Warrant.

Management believes the Company's current sources of liquidity, funding,
and customer demand are adequate to sustain its current level of
operations through the end of 2005. Management's plans include increasing
sales, expanding infrastructure, and hiring additional staff. To

F-7

LocatePLUS Holdings Corporation
Notes to Consolidated Financial Statements

accomplish this will require additional financing. Management plans to
explore both debt and equity options, which the board of directors is
willing to pursue.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH EQUIVALENTS
The Company considers all money market funds, bank certificates of
deposit, and short term investments with original maturities of three
months or less at the date of purchase to be cash equivalents.

CONCENTRATION OF CREDIT RISK
Financial instruments that subject the Company to credit risk consist of
cash and cash equivalents, accounts receivable and notes receivable. The
risk with respect to cash and cash equivalents is minimized by the
Company's policies in which such investments are placed only with highly
rated financial institutions and in instruments with relatively short
maturities. The financial stability of these financial institutions is
constantly reviewed by senior management. The notes receivable are placed
with unrelated companies that are also reviewed by management.
Consequently, the carrying value of cash and cash equivalents, and notes
receivable approximates their fair value based on the short-term
maturities of these instruments. The risk with respect to accounts
receivable is minimized by the large number of customers comprising the
Company's customer base, none of which are individually significant, and
by their dispersion across many geographical regions. The Company
generally does not require collateral, but evaluations of customers'
credit and financial condition are performed periodically.

PROPERTY AND EQUIPMENT
Property and equipment are carried at cost less accumulated depreciation.
Depreciation is calculated using the straight-line method at rates
sufficient to write off the cost of the assets over their estimated useful
lives.

INTANGIBLE ASSETS
Costs of acquiring businesses, such as customer lists and non-compete
agreements, are being amortized on a straight-line basis over 2-3 years,
while deferred financing costs are being amortized over the term of the
related debt.

INCOME TAXES
The Company accounts for income taxes using the liability method under
which deferred tax assets and liabilities are determined based on
differences between financial reporting and income tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that
will be in effect when the differences are expected to reverse. The
majority of the Company's deferred tax asset has been established for the
expected future benefit of net operating tax loss and credit
carryforwards. A valuation reserve against net deferred tax assets is
required if, based upon available evidence, it is more likely than not
that some or all of the deferred tax assets will not be realized.

REVENUE RECOGNITION
The Company provides access to public information such as bankruptcies,
real estate transactions and motor vehicles and drivers' licenses. The
Company provides this information as an online service through its
website, wirelessly to handheld wireless devices, via XML over the
Internet to Channel Partners, or through licenses of the information on
compact disks.

F-8

LocatePLUS Holdings Corporation
Notes to Consolidated Financial Statements

The Company updates the information contained in compact disks (CDRoms)
either quarterly or semi-annually. Revenue is recognized upon delivery to
the customer of a compact disk, provided that no significant obligations
remain, evidence of the arrangement exists, the fees are fixed or
determinable, and collectibility is reasonably assured. In October 2002,
the Company changed its method of selling compact disks. Prior to October,
compact disks were sold with an upfront purchase of an annual supply of
compact disks, with the purchase price allocated equally based on the
number of compact disks to which the customer was entitled. Deferred
revenue principally related to undelivered compact disks. Subsequent to
October 2002, compact disks are sold individually. Customers may choose to
have the disks automatically shipped and billed.

Online customers are charged fees which vary based on the type of
information requested. Revenue is recognized when the information
requested is downloaded, there is evidence of an arrangement, the fees are
fixed or determinable, and collectibility is reasonably assured.

Wireless customers using LocatePlus Anywhere are charged a monthly
subscription fee billed in arrears. Revenue is recognized on a monthly
basis when there is evidence of an arrangement, the fees are fixed or
determinable, and collectibility is reasonably assured.

Channel partners are charged royalty fees, which vary based on the type of
information requested. Revenue is recognized when the information
requested is downloaded, there is evidence of an arrangement, the fees are
fixed or determinable, and collectibility is reasonably assured.

Engineering services in 2003 and 2002 relate to integration services
provided to a third party database provider with whom the Company has an
arrangement whereby the Company provides the third party access to the
Company's database. Revenue is recognized over the term of the contract
when there is evidence of an arrangement, the fees are fixed or
determinable, and collectibility is reasonably assured.

COSTS OF REVENUES AND SOFTWARE DEVELOPMENT COSTS
Costs of revenues relating to CD Rom sales consist primarily of costs for
data acquisition, materials and costs associated with compilation of
compact disks, such as labor. Costs of revenues relating to online sales
consist primarily of costs for license agreements related to data
acquisition, software development and maintenance costs and costs
associated with delivery of such services that include labor and
depreciation.

Software development costs are generally charged to operations as
incurred, as they relate to ongoing maintenance of data and the Company's
website. The Company evaluates certain software development costs for
capitalization in accordance with the American Institute of Certified
Public Accountants Statement of Position 98-1 ("SOP 98-1"), "Accounting
for the Costs of Computer Software Developed or Obtained for Internal
Use." Costs incurred relating to the Company's own personnel and outside
consultants who are directly associated with software developed for
internal use may be capitalized. Costs eligible for capitalization under
SOP 98-1 have been immaterial to date.

STOCK COMPENSATION PLANS
The Company applies the disclosure only provisions of the Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123") and SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition Disclosure" (SFAS 148") for employee
stock option awards. Had compensation cost for the Company's stock option
plan been determined in accordance with the fair value-based method
prescribed under SFAS

F-9

LocatePLUS Holdings Corporation
Notes to Consolidated Financial Statements

123, the Company's net loss and basic and diluted net loss per share would
have approximated the pro forma amounts indicated below.

YEAR ENDED DECEMBER 31
-----------------------------
2003 2002
----------- -----------

Net loss - reported $(4,383,229) $(3,996,607)
Amortization of stock compensation expense (84,246) (100,407)
----------- -----------
Pro forma net loss $(4,467,475) $(4,097,014)
=========== ===========
Pro forma net loss per share - basic and diluted $(0.03) $(0.04)

The weighted average fair value of options granted during 2003 and 2002
was $0.05 and $0.03 respectively. The Company recognizes forfeitures as
they occur. For purposes of this disclosure, the estimated fair value of
the options is amortized to expense over the options' vesting periods.

In 2003, the fair value of stock options used to compute pro forma net
loss and net loss per share disclosures was estimated on the date of grant
using the Black-Scholes option-pricing model with the following weighted
average assumptions: dividend yield of 0%; expected volatility of 25%;
average risk-free interest rate of 3.54%; and an expected option holding
period of 6 years. In 2002, the fair value of options was estimated at the
date of grant using the minimum value option pricing method since all
employee options were issued prior to the Company's Initial Public
Offering. The value was calculated using expected life of 5 years, average
risk free rate of 2.8%, volatility of 0%, and dividend yield of 0%.

ADVERTISING
The Company charges advertising costs to operations when incurred.
Advertising expense was $9,225 in 2003 and $2,363 in 2002.

EARNINGS PER SHARE
Basic earnings per share is based upon the weighted average number of
common shares outstanding during each period. Diluted earnings per share
gives effect to all dilutive potential common shares outstanding during
the period. The computation of diluted earnings per share does not assume
the issuance of potential common shares that have an anti-dilutive effect.
Diluted per share computations are not presented since the effect would be
antidilutive.

USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

RECENT PRONOUNCEMENTS
In December 2002, the FASB issued SFAS 148, "Accounting for Stock-based
Compensation and Disclosure - an amendment of FASB Statement No.123" (SAS
148). This statement amends SFAS 123, "Accounting for Stock-Based
Compensation," to provide alternative transition methods for a voluntary
change to fair value accounting for stock-based employee compensation. In
addition, this Statement amends the disclosure requirements of SFAS 123 to
require more prominent disclosures in both annual and interim financial
statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The
Company has not adopted the fair value recognition principles of SFAS 123;

F-10

LocatePLUS Holdings Corporation
Notes to Consolidated Financial Statements

therefore this Statement has had no effect upon the Company's consolidated
financial condition or results of operations. The Company has provided the
additional disclosure required by SFAS 148.

3. ACCOUNTS RECEIVABLE, TRADE

Trade accounts receivable are presented net of an allowance for doubtful
collections of $110,458 at December 31, 2003. In determining this
allowance, objective evidence that a single receivable is uncollectible as
well as a historical pattern of collections of accounts receivable that
indicate that the entire face amount of a portfolio of accounts receivable
may not be collectible is considered at each balance sheet date.

4. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Included in prepaid expenses is $240,000 paid to NFC Corporation, in the
form of 2,500,000 shares of the Company's Class A Voting Common Stock, for
investor relation services. These shares were valued at $0.18 per share,
the market price on the date of issue, or $450,000. To date, $210,000 of
the original amount of $450,000 has been used to pay for services provided
to the Company by NFC. Also included in prepaid expenses and other current
assets is a $13,300 balance on employee expenses per verbal agreement with
an employee that allowed the employee to exercise 800,000 option with an
exercise price of $0.20 at no cost to the employee. The Company is
expensing this balance over a one year period. The employee is expected to
pay the Company for any unamortized balance if employment is terminated
before the one year period expires. Also included in prepaid expenses and
other current assets is a $17,500 finder's fee which is refundable to the
company in the second quarter of 2004.

5. NOTES RECEIVABLE

RELATED PARTIES
During 2000, the Company issued cash loans of $400,000 in exchange for
promissory notes from certain officers. Although the notes were due
January 3, 2010, in the event that, as of January 3, 2003, the officers
were (i) still employed by the Company; (ii) an independent contractor of
the Company; or (iii) a member of the Company's Board of Directors, then
the obligations and debt evidenced by the notes would be canceled without
further action by any party. In the event that the note is canceled
pursuant to the conditions noted above, the Company agrees to pay to the
officer, no later than two months after the end of the officer's
applicable tax year in which such cancellation occurs, an amount in cash
sufficient to fulfill the officer's tax liability attributable to the
cancellation of the notes. As such, the Company has been expensing the
principal of the notes on a monthly basis and in 2003 and 2002 recognized
$9,722 and $133,000 of amortization expense, respectively, on notes
receivable from related parties. At December 31, 2003, the net amount of
these notes is $0. Additionally, the Company has accrued approximately
$6,701 in 2003 and $71,480 in 2002 ($215,929 cumulative through December
31, 2003 included in accrued expenses in the balance sheet) relating to an
estimate of the officers' tax liability expected to be reimbursed by the
Company.

At December 31, 2003, there were non-interest bearing demand notes
receivable in the amount of $37,500 due from company officers and
employees. These notes are expected to be repaid in 2004.

UNRELATED PARTIES
Included in Notes Receivable is a demand promissory note receivable from
an unrelated leasing company, which carries an 11% interest rate.
$1,000,000 was advanced to the leasing company in the fourth quarter of
2002 as proceeds from the Company's initial public offering were
collected. There is no business relationship between the Company and this
leasing company or

F-11

LocatePLUS Holdings Corporation
Notes to Consolidated Financial Statements

any officers or directors of either company. The remaining principal
balance at June 30, 2004 was approximately $604,000.

Included in Notes Receivable is an unsecured note receivable from an
unaffiliated entity. There is an oral agreement between this third party
and the Company pursuant to which the Company will advance up to $250,000
on this note. The Company is currently performing administrative and
bookkeeping services for that third party in exchange for fees of
approximately $1,000 per month. The balance of the note receivable at June
30, 2004 was approximately $85,000. There is no stated interest rate on
this note, and certain terms and conditions related to this arrangement
(including, among other things, the Company's right to receive warrants to
purchase shares of the third party's stock) are to be negotiated.

6. INVESTMENT

During 2000, the Company entered into certain agreements, as amended, with
an unrelated party ("IntelliCorp") under which the Company invested cash
of $500,000 in exchange for contingently convertible promissory notes. The
Company reserved all amounts owed to it by IntelliCorp.

On January 22, 2002 both parties agreed to the repayment of the $500,000
through an addendum to the Channel Partner Agreement signed in August 2001
between the parties. The addendum provides for a 75:25 sharing of revenues
received by the unrelated party resulting from this Channel Partner
Agreement in favor of the Company. One third of proceeds remitted to the
Company under this arrangement will be treated as repayment of the
$500,000 plus accrued interest and the balance will be recorded as
revenue. On full repayment of the $500,000 plus accrued interest, the
revenue sharing arrangement will change to a 50:50 basis. Interest on the
note ceased to accrue on January 21, 2002 in accordance with the
arrangement. As of that date, interest receivable of $76,280 was due but
not recorded as income. In 2003 and 2002, the Company recognized $10,106
and $16,000, respectively, as partial repayment towards the $500,000,
recorded as other income.

7. PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2003, consists of the following:

Equipment $ 3,136,525
Vehicles 89,635
Software 157,559
Furniture and fixtures 388,493
Leasehold improvements 539,563
-----------
4,311,775

Less accumulated depreciation and amortization 1,836,695
-----------
Property and equipment, net $ 2,475,080
===========

The carrying value of assets under capital leases was $1,903,160, net of
amortization of $639,008 as of December 31, 2003.

Depreciation and amortization expense was $576,081 and $475,542 for the
years ended December 31, 2003 and 2002, respectively, which includes
amortization expense on the equipment under capital lease of $277,828 and
$163,532 for the years ended December 31, 2003 and 2002, respectively.

F-12

LocatePLUS Holdings Corporation
Notes to Consolidated Financial Statements

8. OTHER ASSETS

Other assets consist of the following at December 31, 2003:

Customer lists and non-compete agreement $ 328,486
Accumulated amortization (28,512)
Deferred financing costs 459,000
Accumulated amortization (193,639)
Security deposits 95,534
Deposit on Subsidiary formed after year end 75,000
-----------
Total $ 735,869
===========

Other assets consist of the following at June 30, 2004:

Customer lists and non-compete agreement 259,768
Security deposits 103,660
Patents 17,574
Deferred Financing Costs 424,677
-----------
Total $ 805,679
===========

9. ACCRUED EXPENSES

Accrued expenses consist of the following at December 31, 2003:

Payroll and related taxes $ 314,605
Sales tax 26,385
Accounting, legal and professional fees 96,667
Other 20,795
-----------
Total $ 458,452
===========

10. NOTES PAYABLE

On October 12, 2002 the Company completed its initial public offering and
as a result certain convertible notes with detachable warrants were
converted at $0.24 into 1,681,712 Class A Common Shares and the Company
recorded $100,903 of interest expense as a result of the beneficial
conversion. In addition, all detachable warrants were exercised either
through purchase or cashless conversion into 60,000 shares of Class A
Common Stock.

Convertible promissory note, due on demand, that bears interest at the
rate of 12% per annum. The note is convertible into 44,444 shares of Class
A Voting Common Stock at the note holder's option. The note requires
quarterly payment of interest until the principal is repaid or converted.

During 2003, the Company received $2.3 million, net of issuance costs, by
issuing subordinated promissory notes bearing simple interest ranging from
10% to 12% per annum. The balance of this debt at June 30, 2004 is
$1,997,402. The remaining debt is due in 2004, except for $1,500,000 due
in 2005. In conjunction with the issuance of these notes, warrants to
purchase 2,500,000 shares of Class B Non-Voting Common stock with a
weighted average exercise price of $0.14 were also issued.

F-13

LocatePLUS Holdings Corporation
Notes to Consolidated Financial Statements

The Company allocated the investment proceeds between the notes and
warrants based on their relative fair values. The relative fair value of
the warrants was determined to be $199,329, which was recorded as debt
discount, a reduction of the carrying amount of the notes. This amount is
being amortized to interest expense over the term of the debt. The fair
value of the warrants was based on the Black-Scholes model. The
Black-Scholes calculation incorporated the following assumptions: 0%
dividend yield, 29% volatility, 3.6% average risk-free interest rate, a
ten-year life and an underlying Class B Non-voting Common Stock value of
$0.14 per share.

In June of 2004, the Company received $3 million by issuing a secured
convertible term note bearing interest at "prime rate" plus two percent
per annum. The principal balance of this debt at June 30, 2004 is
$3,000,000. This debt is payable in 33 installments commencing September
2004. The Note is convertible into 7,500,000 shares of our Class A Voting
Common Stock at a fixed conversion rate of $0.40 per share and the Warrant
provides for the purchase of up to 1,320,000 shares of Class A Common
Stock at a price of $0.45 each, subject to customary adjustments, until
June 17, 2009. Therefore, an aggregate of 8,820,000 shares of Class A
Common Stock are issuable upon conversion of the Note and exercise of the
Warrant.

11. NOTE PAYABLE - RELATED PARTY

In December 2002, the Company issued a note with detachable warrants
payable to one of its current board members in exchange for $250,000 in
cash. The note has a twelve-month term with interest at a rate of 10% per
annum payable monthly. The detachable warrants were for the purchase of
250,000 shares of the Company's Class B Non-Voting Common Stock at $0.22
per share. The warrants had a term of ten years and became exercisable
upon issue. Subsequent to year end this note was repaid in full.

The Company allocated the investment proceeds to the debt and warrants
based on their relative fair values. The relative fair value of the
warrants was determined to be $41,599, which was recorded as debt
discount, a reduction of the carrying amount of the debt. This amount is
being amortized to interest expense over the term of the debt. The fair
value of the warrants was based on the Black-Scholes model. The
Black-Scholes calculation incorporated the following assumptions: 0%
dividend yield, 100% volatility, 4.1% average risk-free interest rate, a
ten-year life and an underlying Class B Non-Voting Common Stock value of
$0.22 per share.

12. RELATED PARTY TRANSACTIONS

On January 31, 2002, the Company granted a warrant to purchase 1,177,680
shares of Class B Non-voting Common Stock at $0.15 per share for
consulting services rendered by the former board member and recorded
expense of $161,026 associated with the warrants.

In 2002, the Company granted options to purchase 160,541shares of Class A
Voting Common Stock with an average exercise price of $.90 per share and
warrants to purchase 27,089 shares of Class B Non-voting Common Stock at
$0.15 per share in consideration for services rendered by a member of the
Company's Board of Directors. The Company recorded expense of $40,238
associated with these options and warrants. On February 1, 2002, the
Company issued warrants to purchase a total of 70,000 shares of Class B
Non-voting Common Stock to two directors of the Company and recorded
expense of $9,569 associated with the warrants.

The fair value of the options granted in 2002 to purchase shares of Class
A Voting Common Stock was based on the Black-Scholes model. The
Black-Scholes calculation incorporated the

F-14

LocatePLUS Holdings Corporation
Notes to Consolidated Financial Statements

following assumptions: 0% dividend yield, 100% volatility, 5.0% average
risk-free interest rate, a ten-year life and an underlying Class A Voting
Common Stock value of $0.90 per share.

The fair value of the warrants granted in 2002 to purchase shares of Class
B Non-voting Common Stock was based on the Black-Scholes Model. The
Black-Scholes calculation incorporated the following assumptions: 0%
dividend yield, 100% volatility, 5.0% average risk-free interest rate, a
ten-year life and an underlying Class B Voting Common Stock value of $0.15
per share.

13. COMMITMENTS AND CONTINGENCIES

OPERATING LEASES
The Company leases office space and equipment under various non-cancelable
operating lease agreements which terminate on various dates through 2005.
Rent expense amounted to $579,419 and $494,466 for 2003 and 2002,
respectively.

Future minimum payments under non-cancelable operating leases are as
follows:

YEAR ENDING DECEMBER 31,
2004 $ 522,027
2005 87,005
-----------
Total $ 609,032
===========

CAPITAL LEASES
The Company acquired equipment under long-term capital leases. The
economic substance of the leases is that the Company is financing the
acquisition of the assets through the leases.

The following is a schedule by years of future minimum lease payments
under the capital leases, together with the net present value of the
minimum lease payments at December 31, 2003.

YEAR ENDING DECEMBER 31,

2004 $ 1,023,457
2005 353,733
2006 3,044
2007 1,268
-----------
1,381,502

Less: amounts representing interest and executory costs 110,750
-----------

Present value of future minimum lease payments 1,270,752

Less: current portion of obligation under capital lease 934,594
-----------
Long-term obligation under capital lease $ 336,158
===========

LICENSE AGREEMENTS
The Company obtains its data from multiple sources and has entered into
various license agreements with the related data providers. In 2003 and
2002, the Company recorded $1,738,849 and $665,366 respectively in costs
related to these agreements. In the event that any of the primary sources
of data are no longer available to the Company, management believes that
it would be able to integrate alternate sources of data without
significant disruption to the business

F-15

LocatePLUS Holdings Corporation
Notes to Consolidated Financial Statements

or operations, as there are currently a number of providers of such data.
The Company is required to make minimum payments under these agreements as
follows:

YEAR ENDING DECEMBER 31,

2004 $ 2,051,427
2005 679,565
2006 20,000
-----------
$ 2,750,992
===========

The Company's operations depend upon information that includes public
records. If material changes were to occur in federal or state laws
regulating or prohibiting the distribution of public records, particularly
credit header records, the Company's financial condition and results of
operations could be materially affected. In the event that such a
termination occurred, management believes it could acquire replacement
data from other sources; however, such termination might have an adverse
effect on the Company's operations.

LEGAL PROCEEDINGS
The Company is from time to time subject to legal proceedings and claims
which arise in the normal course of its business. At June 30, 2004, there
are no pending or known actions for which management believes the amount
of ultimate liability could have a material adverse effect outcome on the
Company's financial position or results of operations.

14. INCOME TAXES

Deferred tax assets consist of the following at December 31:

2003
-----------
Net operating loss carry forwards $ 7,421,500
Depreciation and amortization 481,400
Bad debt reserve 44,750
Investment loss 202,500
Capitalized research and development 810,000
Other 87,450
-----------

Gross deferred tax assets 9,047,600

Valuation allowance (9,047,600)
-----------
$ --
===========

The Company has provided a valuation allowance for the full amount of the
deferred tax assets since realization of these future benefits is not
sufficiently assured. As the Company achieves profitability, these
deferred tax assets may be available to offset future income tax
liabilities and expenses.

F-16

LocatePLUS Holdings Corporation
Notes to Consolidated Financial Statements

At December 31, 2003, the Company had net operating loss carryforwards for
federal and state income tax reporting purposes of approximately
$18,300,000. The federal and state net operating loss carryforwards expire
through 2023.

Certain substantial changes in the Company's ownership may occur. As a
result, under the provisions of the Internal Revenue Code, the amount of
net operating loss carryforwards available annually to offset future
taxable income may be limited. The amount of this annual limitation is
determined based upon the Company's value prior to the ownership changes
taking place. Subsequent ownership changes could further affect the
limitation in future years.

15. COMMON STOCK

DESCRIPTION OF COMMON STOCK
On March 23, 2001, the Company amended its articles of incorporation
wherein it renamed all of the authorized 150,000,000 shares of common
stock, par value $0.01 per share, Class A Voting Common Stock and
authorized the issuance of 250,000,000 shares of Class B Non-voting Common
Stock.

Each Class A Voting Common stockholder is entitled to one vote for each
share held on all matters submitted to a vote of stockholders. The holders
of both classes of common stock are entitled to dividends on a pro rata
basis, when and if declared by the Company's board of directors. Through
December 31, 2003, no dividends have been declared or paid.

On August 12, 2002, the Company commenced its initial public offering of
securities (Registration No. 333-85154, effective August 12, 2002),
pursuant to which the Company offered up 12,000,000 units for $0.30 per
unit. Each unit consisted of one share of Class B Non-voting Common Stock
and a three year redeemable warrant to purchase one share of Class A
Voting Common Stock with an exercise price of $0.50 per share.

As of December 31, 2003, a total of 16,082,239 shares of Class A Voting
Common Stock were reserved for issuance upon exercise of outstanding stock
option and warrant agreements. As of December 31, 2003, 10,283,249 shares
of Class B Non-voting Common Stock were reserved for issuance upon
exercise of outstanding warrant agreements.

STOCK OPTIONS AND WARRANTS
During 2002, the Company issued options to purchase 261,739 shares of
Class A Voting Common Stock at an average exercise price of $0.90 per
share and warrants to purchase 1,304,158 shares of Class B Non-Voting
Common Stock at an average exercise price of $0.15 per share to third
parties in exchange for services. The Company recorded expense of $59,573
and $190,586, respectively, associated with these options and warrants.

During 2002, the Company issued warrants to purchase 307,184 shares of
Class B Non-Voting Common Stock at an average exercise price of $0.23 per
share to third parties as part of financing arrangements. The Company will
record interest expense of $51,549 over the life of the financing
agreements associated with these warrants.

During 2002, the Company issued warrants to purchase 250,000 shares of
Class B Non-Voting Common Stock at an exercise price of $0.22 per share to
third parties in exchange for legal services. The Company will record
legal expense of $29,113 over the life of the contract associated with
these warrants.

F-17

LocatePLUS Holdings Corporation
Notes to Consolidated Financial Statements

During 2002, the Company issued 36,000 shares of Class A Common Stock for
the exercise of warrants associated with manditorily convertible debt.

During 2002, the Company issued 24,000 shares of Class A Common Stock for
the cashless exercise of 120,000 warrants associated with manditorily
convertible debt.

During 2002, the fair value of the options and warrants to purchase shares
of Class A Voting Common Stock was based on the Black-Scholes model. The
Black-Scholes calculation incorporated the following assumptions: 0%
dividend yield, 100% volatility, 5.0% average risk-free interest rate, a
ten-year life and an underlying Class A Voting Common Stock average value
of $0.90 per share.

During 2002, the fair value of the warrants to purchase shares of Class B.
Non-voting Common Stock was based on the Black-Scholes Model. The
Black-Scholes calculation incorporated the following assumptions: 0%
dividend yield, 100% volatility, 4.4% average risk-free interest rate, a
ten-year life and an underlying Class B Voting Common Stock average value
of $0.18 per share.

During 2003, the Company issued notes payable with detachable warrants for
the purchase of 2,880,000 shares of Class B Non-voting Common Stock with
an average exercise price of $0.17 per share that are exercisable for a
period of ten years from the date of issuance.

During 2003, the Company issued units consisting of one share of Class B
Non-Voting Common Stock and a warrant that is convertible into three
shares of Class B Non-Voting Common Stock with an exercise price at $0.27
per share. A price adjustment mechanism included in the warrants provides
that, if the stock price decreases, the warrants will nevertheless permit
the holder to receive, upon a cashless exercise of the warrants, at least
one share of Class A Voting Common Stock per unit without any cash
payment. Warrants convertible into 1,111,110 shares were issued under this
agreement.

During 2003, the Company issued units consisting of one share of Class A
Voting Common Stock and a warrant that is convertible into three shares of
Class A Voting Common Stock with an exercise price at $0.16 per share. A
price adjustment mechanism included in the warrants provides that, if the
stock price decreases, the warrants will nevertheless permit the holder to
receive, upon a cashless exercise of the warrants, at least one share of
Class A Voting Common Stock per unit without any cash payment. Warrants
convertible into 7,431,750 shares were issued under this agreement. As of
December 31, 2003, 4,218,750 warrants had been exercised resulting in a
net issuance of 2,107,909 shares of Class A Common Stock.

During 2003, the Company issued warrants to purchase 1,775,000 shares of
Class B Non-Voting Common Stock at an average exercise price of $0.22 per
share to third parties in exchange for services. The Company recorded
expense of $49,173 associated with these warrants.

During 2003, the fair value of the options and warrants to purchase shares
of Class A Voting Common Stock was based on the Black-Scholes model. The
Black-Scholes calculation incorporated the following assumptions: 0%
dividend yield, 100% volatility, 5.0% average risk- free interest rate, a
ten-year life and an underlying Class A Voting Common Stock average value
of $0.90 per share.

During 2003, the fair value of the warrants to purchase shares of Class B
Non-voting Common Stock was based on the Black-Scholes Model. The
Black-Scholes calculation incorporated the

F-18

LocatePLUS Holdings Corporation
Notes to Consolidated Financial Statements

following assumptions: 0% dividend yield, 100% volatility, 4.4% average
risk-free interest rate, a ten-year life and an underlying Class B Voting
Common Stock average value of $0.18 per share.

As of December 31, 2003, not including the Company's publicly traded
warrant for the purchase of 12,000,000 shares of Class A Voting Common
Stock, there were a total of 4,082,239 and 10,283,249 options and warrants
outside the Stock Plans for Class A Voting and Class B Non-Voting Stock,
respectively.

16. STOCK OPTION PLANS

On November 16, 1999, the Board of Directors approved the Incentive and
Non-Qualified Stock Option Plan as amended (the "1999 Plan"). Under the
terms of the 1999 Plan, the Company is authorized to grant incentive and
nonqualified stock options to purchase shares of common stock to its
employees, officers and directors, and consultants or advisors. The Board
of Directors administers the Plan. A maximum of 15,000,000 shares of Class
A Voting Common Stock has been approved for issuance under the 1999 Plan
of which 1,304,784 are available for grant at December 31, 2003. The
options are not transferable except by will or domestic relations order.

On March 28, 2003, the Board of Directors approved the Incentive and
Non-Qualified Stock Option Plan (the "2003 Plan") which was approved by
the stockholders at the May 29, 2003 annual meeting. Under the terms of
the 2003 Plan, the Company is authorized to grant incentive and
nonqualified stock options to purchase shares of common stock to its
employees, officers and directors, and consultants or advisors. The Board
of Directors administers the 2003 Plan. A maximum of 25,000,000 shares of
Class A Voting Common Stock and 25,000,000 shares of Class B Non-Voting
Common Stock has been approved for issuance under the 2003 Plan of which
17,500,000 and 19,300,000 Class A and Class B, respectively, are available
for grant at December 31, 2003. The options are not transferable except by
will or domestic relations order.

The Board of Directors determines the exercise price and vesting period of
the options at the date of grant. The exercise price for incentive stock
options shall not be less than 100% of the fair market value of the
Company's stock on the date of grant. The option exercise period will not
exceed ten years from the date of grant. The options are generally fully
exercisable when issued to directors and consultants and exercisable 25%
per year and continuing over four years for employees (based on continual
employment). If a grantee owns stock representing more than 10% of the
outstanding shares on the date such an incentive option is granted, the
price shall be at least 110% of fair market value and the maximum term of
the options will be five years. The following table presents activity
under the Plans for the years ended December 31, 2003 and 2002:

CLASS A CLASS B
WEIGHTED WEIGHTED
AVERAGE AVERAGE
EXERCISE EXERCISE
SHARES PRICE SHARES PRICE

Outstanding at December 31, 2001 10,602,716 0.20 - -
Issued 300,000 0.25 - -
Canceled (170,000) 0.20 - -
--------------- ------------

Outstanding at December 31, 2002 10,732,716 0.20 - -

Issued 11,480,000 0.57 5,700,000 0.20

F-19

LocatePLUS Holdings Corporation
Notes to Consolidated Financial Statements

Exercised (1,414,450) 0.20 - -
Canceled (1,022,500) 0.20 - -
--------------- ------------

Outstanding at December 31, 2003 19,775,766 0.42 5,700,000 0.20
===============

F-20

LocatePLUS Holdings Corporation
Notes to Consolidated Financial Statements

The following table summarizes information relating to options outstanding
at December 31, 2003:

CLASS A
OPTIONS OPTIONS
OUTSTANDING EXERCISABLE
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
RANGE OF REMAINING AVERAGE AVERAGE
EXERCISE CONTRACTUAL EXERCISE EXERCISE
PRICE SHARES LIFE (YEARS) PRICE SHARES PRICE

$0.15 250,000 9.25 $ 0.15 250,000 $ 0.15

$0.20 - $0.25 14,445,766 7.51 $ 0.22 12,880,766 $ 0.22

$0.30 80,000 7.01 $ 0.30 80,000 $ 0.30

$1.00 5,000,000 4.97 $ 1.00 5,000,000 $ 1.00
------------ ------------
19,775,766 6.45 $ 0.42 18,210,766 $ 0.43
============ ============

CLASS B
OPTIONS OPTIONS
OUTSTANDING EXERCISABLE
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
RANGE OF REMAINING AVERAGE AVERAGE
EXERCISE CONTRACTUAL EXERCISE EXERCISE
PRICE SHARES LIFE (YEARS) PRICE SHARES PRICE

$.20 5,700,000 9.69 $ 0.20 5,700,000 $ 0.20
------------ ------------
5,700,000 9.69 $ 0.20 5,700,000 $ 0.20
============ ============

17. DEFINED CONTRIBUTION RETIREMENT PLAN
The Company sponsors a defined contribution retirement plan under the
provisions of Section 401(k) of the Internal Revenue Code, which covers
substantially all employees. The Company may make discretionary matching
contributions up to 1% of employee contributions. Company contributions
vest ratably over a six-year period. Company matching contributions
amounted to $5,925 and $2,806 in 2003 and 2002, respectively.

F-21

LocatePLUS Holdings Corporation
Notes to Consolidated Financial Statements

18. SEGMENT INFORMATION

The Company has two reportable segments that management operates as
distinct sales organizations; these two segments are segregated by the
nature of products and services provided. The Company measures and
evaluates its two reportable segments based on revenues and costs of
revenues. The CD ROM segment provides information on motor vehicles and
drivers' licenses, contained on compact disks. The Online and Channel
Partner segment provides information on individuals throughout the United
States of America through the Company's website and through wireless
devices. No material operating costs, other than costs of revenues, or
assets and liabilities relate to the CD ROM segment. The Company's
operations are entirely in the United States of America and as a result no
geographical information has been presented.

FOR THE SIX MONTHS FOR THE YEAR ENDED
JUNE 31, DECEMBER 31,
----------------------- -----------------------
2003 2002 2003 2002
---------- ---------- ---------- ----------

Information sales:
CD Rom $ 298,894 $ 232,068 $ 478,278 $ 345,003
Online and Channel 2,236,975 1,238,661 2,807,415 1,503,472
Wireless 7,417 1,980
---------- ---------- ---------- ----------
Total information sales $2,535,869 $1,470,729 $3,293,110 $1,850,455
========== ========== ========== ==========

Costs of Information sales:
CD Rom 45,643 40,856 91,775 90,397
Online and Channel 1,902,703 1,088,778 2,606,875 1,217,809
Wireless 2,749 1,100
---------- ---------- ---------- ----------
Total costs of Information sales $1,948,346 $1,129,634 $2,701,399 $1,309,306
========== ========== ========== ==========

19. SUBSEQUENT EVENTS

On January 6, 2004, the Company formed a new wholly-owned subsidiary,
Metrigenics, Inc., with operations located in New York state. Metrigenics
was formed to develop new ways to integrate biometrics with data.

See Independent Auditors' Report

F-22

TABLE OF CONTENTS
-----------------

Prospectus Summary.................................................. 1

Risk Factors........................................................ 4

Forward-Looking Statements.......................................... 11

Use of Proceeds..................................................... 11

Dividend Policy..................................................... 11

Selling Security Holders.............................................11

Plan of Distribution................................................ 12

Capitalization...................................................... 14

Selected Consolidated Financial Data................................ 15

Management's Discussion and
Analysis of Financial Condition
and Results of Operations........................................... 16

Business............................................................ 22

Executive Officers and Directors.................................... 29

Organization Within the Past Five Years............................. 36

Certain Transactions................................................ 37

Market for Common Equity ........................................... 41

Principal Stockholders.............................................. 41

Description of Capital Stock........................................ 44

Shares Eligible for Future Sale..................................... 46

Transfer Agent and Registrar........................................ 47

Legal Matters....................................................... 47

Experts............................................................. 47

Additional Information.............................................. 47

Index to Financial Statements....................................... F

* * *

[LOGO]
LPHC

LOCATEPLUS HOLDINGS CORPORATION

Please read this prospectus carefully. It describes our business, products
and services, and financial condition and results of operations.

We have prepared this prospectus so that you will have the information
necessary to make an informed investment decision. You should rely only on the
information contained in this prospectus. The information contained in this
prospectus is accurate only as of its date, regardless of the time this
prospectus is delivered or that our securities are sold.

PART II
-------

INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------

ITEM 24. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.
- ------------------------------------------------------------------------

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Company in the successful defense
of any action, suit or proceeding) is asserted against the Registrant by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
- -------------------------------------------------------

The Registrant estimates that the approximate expenses in connection with
this Registration Statement, as amended, will be as follows:

SEC registration fee.................................. $ 885
Legal fees and expenses............................... 80,000
Accounting fees and expenses.......................... 55,000
Miscellaneous......................................... 24,000
--------
Total................................................. $159,885
========

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
- ---------------------------------------------------

The following is a list of the Registrant's securities sold within the
past three years without registration under the Securities Act of 1933, as
amended.

o From November 1999 to June 2001, the Registrant granted options to
purchase 11,142,716 shares our Common Stock (now referred to as Class
A Voting Common Stock) to 43 employees and consultants under the
terms of the Registrant's Incentive and Non-qualified Stock Option
Plan. These options have varying exercise prices. Of these options to
purchase 11,142,716 shares, options to purchase 1,176,700 shares of
Common Stock have been exercised. The offer and sale of these
securities were exempt from registration under the Securities Act
pursuant to Rules 701 and 506 promulgated thereunder.

o From December 1999 to February 2000, the Registrant sold 3,000,000
shares of Common Stock (now referred to as Class A Voting Common
Stock) to 120 accredited investors as such term is defined in Rule
501(a) of Regulation D, for $1.00 per share. The offer and sale of
these securities were exempt from registration under the Securities
Act under the provisions of Rules 506 and 508 promulgated under the
Securities Act, as the Registrant received representations from all
offerees that they were accredited investors at the time of the offer
and sale and no general solicitation was undertaken.

o From March 2000 to September 2000, the Registrant sold 3,000,000
shares of Common Stock (now referred to as Class A Voting Common
Stock) to 96 accredited investors as such term is defined in Rule
501(a) of Regulation D, for $1.00 per share. The offer and sale of
these securities were exempt from registration under the Securities
Act under the provisions of Rules 506 and 508 promulgated thereunder,
as we received representations from all offerees that they were
accredited investors at the time of the offer and sale and no general
solicitation was undertaken. A Form D Notice of Sale of Securities
Pursuant to Regulation D was not filed with the Securities and
Exchange Commission in a timely manner.

o From October 2000 through January 2001, the Registrant issued a total
of $312,000 in convertible promissory notes with detachable
restricted warrants to nine accredited investors as such term is
defined in Rule 501(a) of Regulation D. The offer and sale of these
securities were exempt from registration under the Securities Act
under the provisions of Rules 506 and 508 promulgated thereunder, as
the Registrant received representations from all offerees that they
were accredited investors at the time of the offer and sale and no
general solicitation was undertaken.

o In January 2001, the Registrant issued $200,000 in the form of a
convertible promissory note with a detachable warrant to one
accredited investor as such term is defined in Rule 501(a) of
Regulation D, then a member of the Registrant's Board of Directors.
The offer and sale of that security were exempt from registration
under the Securities Act under the provisions of Rules 506 and 508
promulgated thereunder.

o In February and March 2001, the Registrant issued $345,000 in
six-month convertible term promissory notes to 11 accredited
investors as such term is defined in Rule 501(a) of Regulation D. The
offer and sale of that security were exempt from registration under
the Securities Act under the provisions of Rules 506 and 508
promulgated thereunder, as the Registrant received representations
from all offerees that they were accredited investors at the time of
the offer and sale and no general solicitation was undertaken.

o In April 2001, the Registrant made a non-transferable offer to its
stockholders who qualified as accredited investors as such term is
defined in Rule 501(a) of Regulation D, to sell three shares of the
Registrant's Class B Non-voting Common Stock for $0.10 per share for
each share of Class A Voting Common Stock held by each stockholder.
Pursuant to that offer, the Registrant sold approximately 31.6
million shares of Class B Non-voting Common Stock to 270 of the
Registrant's stockholders. The offer and sale of these securities
were exempt from registration under the Securities Act under the
provisions of Rules 506 and 508 promulgated thereunder, as the
Registrant received representations from all offerees that they were
accredited investors at the time of the offer and sale and no general
solicitation was undertaken. A Form D Notice of Sale of Securities
Pursuant to Regulation D was not filed with the Securities and
Exchange Commission in a timely manner.

o At various times from November 17, 2000 to March 12, 2002, the
Registrant issued warrants to purchase an aggregate of 537,902 shares
of Class A Voting Common Stock to 11 consultants who qualified as
accredited investors as such term is defined in Rule 501(a) of
Regulation D, and to members of the Registrant's Advisory Board in
consideration for services rendered. The offer and sale of these
securities were exempt from registration under the Securities Act
under the provisions of Rules 506 and 508 promulgated thereunder, as
the Registrant received representations from all offerees that they
were accredited investors at the time of the offer and sale and no
general solicitation was undertaken. A Form D Notice of Sale of
Securities Pursuant to Regulation D was not filed with the Securities
and Exchange Commission in a timely manner.

o From August 2001 to April 2002, the Registrant issued warrants to
purchase an aggregate of 3,272,455 shares of Class B Non-Voting
Common Stock to 17 consultants consultants who qualified as
accredited investors as such term is defined in Rule 501(a) of
Regulation D, and to members of the Registrant's Advisory Board in
consideration for services rendered.

The offer and sale of these securities were exempt from registration
under the Securities Act under the provisions of Rules 506 and 508
promulgated thereunder, as the Registrant received representations
from all offerees that they were accredited investors at the time of
the offer and sale and no general solicitation was undertaken. A Form
D Notice of Sale of Securities Pursuant to Regulation D was not filed
with the Securities and Exchange Commission in a timely manner.

o From September 2001 through February 13, 2002, the Registrant sold
20,421,510 shares of Class B Non-voting Common Stock to 175
accredited investors as such term is defined in Rule 501(a) of
Regulation D (of which 82 were existing stockholders), for $0.15 per
share. The offer and sale of these securities were exempt from
registration under the Securities Act under the provisions of Rule
506 promulgated thereunder, as we received representations from all
offerees that they were accredited investors at the time of the offer
and sale and no general solicitation was undertaken. A Form D Notice
of Sale of Securities Pursuant to Regulation D was not filed with the
Securities and Exchange Commission in a timely manner.

o On May 22, 2002 the Registrant received $190,000 by issuing
subordinated promissory notes with simple interest at ten percent per
annum to five lenders. The Registrant does not believe that these
subordinated promissory notes constitute securities because the
subordinated promissory notes do not convert into our equity and are
in the nature of commercial loans.

o On August 27, 2002, the Registrant issued warrants to purchase an
aggregate of 70,000 shares of Class B Non-voting Common Stock to two
members of our Board of Directors pursuant to our Non-employee
Director Stock Option Policy. The offer and sale of these securities
were exempt from registration under the Securities Act under the
provisions of Rules 506 and 508 promulgated thereunder, as both
recipients are accredited and no general solicitation was undertaken.

o In December 2002, we issued a one-year term note with ten year, fully
vested detachable warrants to an individual who, as a condition of
his investment, required that he be appointed to the Board of
Directors of the Company. The note bears interest at the rate of 10%
per annum and is payable in one lump sum at maturity. The detachable
warrants provide for the purchase of 250,000 shares of our Class B
Non-Voting Common Stock with an exercise price of $0.22 per share.
The offer and sale of these securities were exempt from registration
under the Securities Act under the provisions of Rules 506 and 508
promulgated thereunder, as the recipient is an accredited investor as
such term is defined in Rule 501(a) of Regulation D, and no general
solicitation was undertaken.

o On March 28, 2003, the Registrant issued warrants to purchase 105,000
shares of Class B Non-voting Common Stock to three members of the
Registrant's Board of Directors pursuant to the Registrant's
Non-employee Director Stock Option Policy. The offer and sale of
these securities were exempt from registration under the Securities
Act under the provisions of Rules 506 and 508 promulgated thereunder,
as the recipients were accredited investors as such term is defined
in Rule 501(a) of Regulation D, and no general solicitation was
undertaken.

o Through May 2003, the Registrant issued multiple notes payable with
detachable warrants in exchange for $1,500,000. The notes have an
eighteen-month term and bear interest at a rate of 12% per annum
payable monthly. The detachable warrants were for the purchase of
1,300,000 shares of the Company's Class B Non-Voting Common Stock at
$0.10 per share. The offer and sale of these securities were exempt
from registration under the Securities Act under the provisions of
Rule 506 promulgated thereunder, as the recipient was an accredited
investor as such term is defined in Rule 501(a) of Regulation D, and
no general solicitation was undertaken.

o During 2003, the Registrant received $440,000, net of issuance costs,
by issuing subordinated promissory notes with simple interest at 10%
per annum. The terms on $75,000 of the notes require repayment 12
months from issuance and the remaining notes require repayment 18
months from issuance. In conjunction with the notes, warrants to
purchase 485,000 shares of Class B Non-Voting Common stock with a
weighted average exercise price of $0.14 were also issued. The offer
and sale of these securities was exempt from registration under the
Securities Act under the provisions of Rule 506 promulgated
thereunder, as the recipient was an accredited as such term is
defined in Rule 501(a) of Regulation D, and no general solicitation
was undertaken.

o During 2003, the Registrant received $398,000 by issuing units at
$0.16 per unit. Each unit consists of one share of Class A Voting
Common stock and a warrant that is exercisable for three shares of
Class A Voting Common Stock with an exercise price at $0.16 per
share. A price adjustment mechanism included in the warrants provides
that, if the stock price decreases, the warrants will nevertheless
permit the holder to receive, upon a cashless exercise of the
warrants, at least one share of Class A Voting Common Stock per
warrant without any cash payment. The offer and sale of these
securities was exempt from registration under the Securities Act
under the provisions of Rule 506 promulgated thereunder, as the
recipient was an accredited as such term is defined in Rule 501(a) of
Regulation D, and no general solicitation was undertaken.

o During June 2003, the Registrant issued 2,500,000 shares of Class A
Voting Common Stock to one accredited investor as such term is
defined in Rule 501(a) of Regulation D, and 125,000 shares of Class B
Non-Voting Common Stock to three accredited investors as such term is
defined in Rule 501(a) of Regulation D. The Registrant believes that
the offer and sale of these securities were exempt from registration
under the Securities Act under the provisions of Section 4(2)
thereunder.

o During June 2003, the Registrant issued a put to one investor, which
provides that the Registrant, subject to certain limitations, may
sell up to $5 million in shares of Class A Voting Common Stock. The
offer and sale of these securities were exempt from registration
under the Securities Act under the provisions of Rules 506 and 508
promulgated thereunder, as the Registrant received representations
from the purchaser that it was an accredited investor as such term is
defined in Rule 501(a) of Regulation D, at the time of the offer and
sale and no general solicitation was undertaken. To date, the
Registrant has issued 7,915,427 shares of Class A Voting Common Stock
pursuant to its exercise of the put, resulting in net proceeds of
$2,797,914 to the Registrant.

o On June 8, 2004, the Registrant issued 4,000,000 shares of Class A
Votin Stock to NFC Corporation in exchange for certain investor
relations services to be performed by NFC for the benefit of the
Registrant. The offer and sale of these securities were exempt from
the registration provisions of the Securities Act pursuant to Section
4(2) and Rule 506 promulgated thereunder as the Registrant received
representations from the purchaser that it was an accredited investor
at the time of the offer and sale and no general solicitation was
undertaken.

o On June 17, 2004 we entered into a Securities Purchase Agreement with
Laurus Master Fund, Ltd., a Cayman Islands company, relating to the
private placement of a convertible term note issued by the Company in
the principal amount of $3,000,000 due June 17, 2007 (the "Note"),
and a common stock purchase warrant (the "Warrant"). We also entered
into related security documents and a Registration Rights Agreement.
The Note is convertible into 7,500,000 shares of our Class A Voting
Common Stock at a fixed conversion rate of $0.40 per share and the
Warrant provides for the purchase of up to 1,320,000 shares of Class
A Common Stock at a price of $0.45 each, subject to customary
adjustments, until June 17, 2009. Therefore, an aggregate of
8,820,000 shares of Class A Common Stock are issuable upon conversion
of the Note and exercise of the Warrant.

ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
- -----------------------------------------------------

1.1 Underwriting Agreement between LocatePLUS Holdings Corporation and
Oftring & Company, Inc., dated March 15, 2002.**
1.2 Amendment to Underwriting Agreement between LocatePLUS Holdings
Corporation and Oftring & Company, Inc., dated June 18, 2002.**
1.3 Second Amendment to Underwriting Agreement between LocatePLUS
Holdings Corporation and Oftring & Company, Inc., dated July 22,
2002.**
3.1 Second Amended and Restated Certificate of Incorporation of
LocatePLUS Holdings Corporation, as filed with the Secretary of State
of the State of Delaware on March 19, 2002.**
3.2 By-Laws of LocatePLUS Holdings Corporation.**
4.1 Warrant and Unit Agreement by and between LocatePLUS Holdings
Corporation and Transfer Online, Inc., dated March 22, 2002.**
4.2 Form of Warrant Certificate.**
4.3 Form of Unit Certificate.**
4.4 Form of Class A Voting Common Stock Certificate.**
4.5 Form of Class B Non-voting Common Stock Certificate.**
4.6 Form of Restricted Warrant Agreement (Warrant to Purchase Shares of
Class A Voting Common Stock).**
4.7 Form of Restricted Warrant Agreement (Warrant to Purchase Shares of
Class B Non-voting Common Stock).**

4.8 Form of Convertible Subordinated Promissory Note ("Bridge Note").**
4.9 Form of Detachable Warrant Agreement ("Bridge Warrant").**
4.10 $10,000 Convertible Promissory Note, dated March 9, 2001.**
4.11 Amended form of Warrant Certificate.**
4.12 Amended and Restated Warrant and Unit Agreement by and between
LocatePLUS Holdings Corporation and Transfer Online, Inc., dated June
20, 2002.**
4.13 Amendment to $10,000 Convertible Promissory Note, dated July 23,
2002.**
5.1 Opinion of Kirkpatrick & Lockhart LLP.
10.1 Master Lease Agreement between Cummings Properties, Inc. and
Worldwide Information, Inc., dated November 20, 1999.**
10.2 Database License Agreement between Worldwide Information, Inc. and
TransUnion Corporation, undated.(1)**
10.3 Database License Agreement between LocatePLUS.com, Inc. and Hogan
Information Services Co., dated November 27, 2001.(1)**
10.4 License Agreement between Worldwide Information, Inc. and First
American Real Estate Solutions, LLC, dated March 31, 1999.(1)**
10.5 Channel Partner Agreement between LocatePLUS Holdings Corporation and
Intellicorp LTD, dated September 1, 2001.**
10.6 Letter Agreement between LocatePLUS Holdings Corporation and
Intellicorp LTD, dated December 19, 2001.**
10.7 Secured Note, dated June 1, 2001.**
10.8 $750,000 Loan Agreement between LocatePLUS Holdings Corporation and
Gemstone Investment Company, Inc., dated June 4, 2002.**
10.9 Security Agreement between LocatePLUS Holdings Corporation and
Gemstone Investment Company, Inc., dated June 4, 2002.**
10.10 Pledge Agreement between Jon R. Latorella and Gemstone Investment
Company, Inc., dated June 4, 2002.**
10.11 Mortgage between Jon R. Latorella and Gemstone Investment Company,
Inc., dated June 4, 2002.**
10.12 Guaranty Agreement, between Jon R. Latorella and Gemstone Investment
Company, Inc., dated June 4, 2002.**
10.13 $175,000 Ten Year Term Promissory Note, made by Jon R. Latorella,
dated January 3, 2000.**
10.14 $100,000 Ten Year Term Promissory Note, made by Jon R. Latorella,
dated January 3, 2000.**
10.15 $125,000 Ten Year Term Promissory Note, made by Robert A. Goddard,
dated January 3, 2000.**
10.16 $750,000 Promissory Note, made by LocatePLUS Holdings Corporation,
dated June 4, 2002.**
10.17 Amendment to $750,000 Promissory Note, dated August 30, 2002.**

10.18 Securities Purchase Agreement dated June 17, 2004, by and between
LocatePLUS Holdings Corporation and Laurus Master Fund, Ltd.**
10.19 Convertible Term Note dated June 17, 2004, by and between LocatePLUS
Holdings Corporation and Laurus Master Fund, Ltd.**
10.20 Registration Rights Agreement dated June 17, 2004, by and between
LocatePLUS Holdings Corporation and Laurus Master Fund, Ltd.**
10.21 Common Stock Purchase Warrant issued to the Laurus Master Fund, Ltd.
under the Securities Purchase Agreement.**
10.22 Master Security Agreement dated June 17, 2004, by LocatePLUS Holdings
Corporation and its subsidiaries.**
10.23 Stock Pledge Agreement dated June 17, 2004, by and among Laurus
Master Fund, Ltd., LocatePLUS Holdings Corporation and its
subsidiaries.**
10.24 Subsidiary Guaranty dated June 17, 2004, by the subsidiaries of
LocatePLUS Holdings Corporation.**

10.25 Investor Relations Consulting Agreement with NFC Corporation dated
June 8, 2004.

21.1 Subsidiaries of LocatePLUS Holdings Corporation.**
23.1 Consent of Kirkpatrick & Lockhart LLP. (filed with exhibit 5.1)
23.2 Consent of Carlin, Charron & Rosen LLP.
99.1 Escrow Agreement by and between American Pacific Bank, Transfer
Online, Inc., Oftring & Co., Inc. and LocatePLUS Holdings
Corporation, dated June 20, 2002.**
99.2 Subscription Agreement (for use in states in which the Registrant's
securities are being registered by coordination or qualification).**
99.3 Subscription Agreement (for use in the Commonwealth of Massachusetts
only).**

** Previously filed with the Commission.
(1) Confidential treatment sought by the Registrant.

ITEM 28. UNDERTAKINGS
- -----------------------

The undersigned Registrant hereby undertakes to:

(1) For determining any liability under the Securities Act, treat the
information omitted from this form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant under Rule 424(b)(1), or (4) or 497(h) under
the Securities Act of 1933 as part of this registration statement as of the time
the Securities and Exchange Commission declared it effective.

(2) For determining any liability under the Securities Act of 1933, treat
each post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in this registration
statement, and that offering of the securities at that time as the initial bona
fide offering of those securities.

The undersigned Registrant hereby undertakes with respect to the securities
being offered and sold in the offering:

(1) To file, during any period in which it offers or sells securities, a
post- effective amendment to this Registration Statement to:

(A) Include any prospectus required by Section 10(a)(3) of the
Securities Act;

(B) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

(2) For determining liability under the Securities Act of 1933, treat each
post- effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

Insofar as indemnification by the Registrant for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer, or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by a director, officer or
controlling person relating to the securities being registered hereunder, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

SIGNATURES
----------

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this Registration
Statement, as amended, to be signed on its behalf by the undersigned, in the
Commonwealth of Massachusetts, on September 23, 2004.

LOCATEPLUS HOLDINGS CORPORATION
(REGISTRANT)

By /s/ Jon R. Latorella
-----------------------------------------------
Chairman, President and Chief Executive Officer

Each person whose signature appears below appoints Jon R. Latorella as his
or her attorney-in-fact, with full power of substitution and re-substitution, to
sign any and all amendments (including post-effective amendments) to this
Registration Statement, as amended, on Form SB-2 of LocatePlus Holdings
Corporation and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all the said attorney-in-fact and agent or his or her
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act, this
Registration Statement, as amended, was signed by the following persons in the
capacities and on the dates stated.

SIGNATURE TITLE DATE
- --------- ----- ----

/s/ Jon R. Latorella Chairman of the Board, President September 23, 2004
- --------------------------- and Chief Executive Officer
Jon R. Latorella

/s/ Jon R. Latorella as POA Acting Chief Financial Officer September 23, 2004
- --------------------------- (Chief Accounting Officer)
James C. Fields

/s/ Jon R. Latorella as POA Director, President, Worldwide September 23, 2004
- --------------------------- Information, Inc.
Sonia P. Bejjani

/s/ Jon R. Latorella as POA Director September 23, 2004
- ---------------------------
John P. Houlihan

/s/ Jon R. Latorella as POA Director September 23, 2004
- ---------------------------
Thomas W. Garlock

/s/ Jon R. Latorella as POA Director September 23, 2004
- ---------------------------
Gerard Scalley

/s/ Jon R. Latorella as POA Director September 23, 2004
- ---------------------------
Robert Kite

/s/ Jon R. Latorella as POA Director September 23, 2004
- ---------------------------
Thomas Murphy