[LocatePLUS Letterhead]
August 6, 2003
Via Edgar
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Barbara Jacobs, Assistant Director
RE: LOCATEPLUS HOLDINGS CORPORATION
REGISTRATION STATEMENT ON FORM SB-2
SEC FILE NO 333-105944
Dear Ms. Jacobs:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), LocatePLUS Holdings Corporation (the
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"Registrant") hereby respectfully requests that the Securities and Exchange
Commission consent to the withdrawal of its Registration Statement on Form SB-2
(File No. 333-105944) originally filed on June 9, 2003, together with all
amendments and exhibits thereto (collectively, the "Registration Statement").
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The Registration Statement covered the resale of certain shares of the
Registrant's Class A Voting Common Stock and Class B Non-voting Common Stock by
the Registrant's stockholders. The Registration Statement has not been declared
effective and no shares of either class Common Stock of the Registrant have been
or will be resold pursuant to the Registration Statement.
The Registrant further requests that, pursuant to Rule 477(c), an order
with the date of the granting of the withdrawal be included in the file for the
aforementioned Registration Statement in the following manner: "Withdrawn upon
the request of the Registrant, the Commission consenting thereto."
Please forward copies of the order consenting to the withdrawal of the
Registration Statement to the undersigned at 100 Cummings Center Ste. 235M,
Beverly, MA 01915, and Jeffrey P. Donohue, Esq. at Kirkpatrick & Lockhart, LLP,
75 State Street, Boston, MA 02109. If you have any questions regarding this
request, please call Mr. Donohue at (617) 951-9122.
Thank you for your assistance.
Very truly yours,
LOCATEPLUS HOLDINGS CORPORATION
/S/Jon R. Latorella
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Jon R. Latorella
President and Chief Executive Officer