BY EDGAR & FEDERAL EXPRESS
U.S. Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Mail Room, 4561
Att: Ms. Maryse Mills-Apenteng
January 4, 2007
Re: LocatePLUS Holdings Corporation
Amendement No. 1 to Registration Statement on Form SB-2
File No. 333-138311
Forms 10-QSB for the quarterly periods ended
March 31, June 30 and September 30, 2006
File No. 0-49957
Dear Ms. Mills-Apentung:
This is in response to the Staff comment letter dated November 28, 2006
addressed to Mr. John Latorella, relative to the above - referenced filings.
This letter accompanies Amendment No. 1 to the Registration Statement. Enclosed
is a copy of Amendment No 1, marked to refer to the responses.
We have updated the filing to reflect results of operations through
September 30, 2006. We have also keyed our responses to the paragraphs of your
letter quoted below, as follows:
1. You indicate on the cover page and elsewhere in the prospectus that
the registration statement relates to shares of common stock underlying
convertible debentures, which will be acquired by Dutchess pursuant to the terms
of the Debentures. However, your statement on Page 1 that this offering relates
to shares of common stock "held by certain selling stockholders" suggests that
the shares are currently outstanding and is inconsistent with the disclosure on
page 9, which refers to shares that will be issued upon conversion of notes and
warrants. Please revise to clarify whether the shares of common stock covered by
the registration statement are currently outstanding.
RESPONSE: The language has been modified as you suggested. See Pages 1 and
10.
2. Please tell us the total number of shares that were outstanding as well
as the total number of shares that were held by non-affiliates of the company as
of a date immediately prior to the closing of the transaction being registered.
RESPONSE: See Page 36 for this information,
Selling Security Holders, page 9
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3. Please ensure that you have provided all of the information required by
Item 507 of Regulation S-B. Specifically, provide a detailed description of the
transactions by which the Dutchess entities acquired the securities or provide a
cross-reference to the detailed discussion of the terms of the transactions
outlined in the plan of distribution. In this regard, please clarify your
reference to an August 15, 2005 private offering on page 9.
RESPONSE: The language on Page 10 has been modified to reflect this
comment. There was no private offering involving the Dutchess debentures on
April 15, 2005.
4. Consistent with the requirements of Item 507 of Regulation S-B, please
identify by name Dutchess Private Equities Fund L.P. and Dutchess Private
Equities Fund L.P. II as the selling security holders and identify the natural
person or persons who have voting and/or investment control over each entity.
See interpretation 4S of the Regulation S-K portion of the March 1999 supplement
to the publicly available Corporation Finance Telephone Interpretation Manual,
as well as interpretation I.60 of the July 1997 version of the telephone
interpretation manual.
RESPONSE: The language on Page 10 has been modified to reflect this
comment.
5. Also include a materially complete description of any material
relationship the selling security holders have or had with LocatePLUS within the
past three years. Note that the offering and the securities held by the
investors as a result of the offering should be described in the Form SB-2 as
part of the "material relationships" contemplated by the form requirement.
RESPONSE: Other than their investment in the registrant as described in
the filing, the selling security holders have had no material relationship with
the registrant in the last three years
6. Revise the table to provide all of the information specified by Item 507.
For instance, disclose the amount of securities of the class owned by the
selling security holders before the offering, the amount to be offered by the
security holder covered by this registration statement and the amount and
percentage (if the percentage is greater than one percent) of the class to be
owned after the offering is complete.
RESPONSE: The language on Page 10 has been modified to reflect this
comment.
7. Please clarify your statement preceding the table on page 10 that the
"prospectus relates to the resale of up to 2,546,000 shares" of your common
stock and reconcile this statement with your disclosure in the table and the
cover page of the prospectus, which indicate that the number of shares covered
by the registration statement is 1,472,808 shares.
RESPONSE: The language on Page 10 has been corrected.
Plan of Distribution, page 10
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8. Provide a table that discloses the aggregate amount of securities
issuable under the
Debenture agreement, assuming that the purchase price is 0%, 25%, 50%, and 75%
discounted from the trading price of LocatePLUS's common shares as of the most
recent practicable date.
RESPONSE: Please see the table on Page 10.
9. Please include a risk factor regarding the relationship of Dutchess to
LocatePlus, including the total amount that Dutchess holds, and the
market-sensitive feature of these securities.
RESPONSE: Please see the new language on Page 7.
Principal Stockholders, page 36
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10. We reissue prior comment 8 from our letter dated August 16, 2006 in
part. Your beneficial ownership table should be dated as of the most recent
practicable date. We note that the table still has the dated of December 31,
2005 and does not name Dutchess as a greater than 5% beneficial owner.
RESPONSE: Please see the revised table on Page 36
Additional Information, page 42
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11. Please be advised that the Commission has moved its offices to 100 F
Street NE, Washington, D.C. 20549.
Part II Undertakings
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12. Because you do not appear to be relying on Rule 430A, please remove the
undertaking that relates to Item 512(f) of Regulation S-B.
RESPONSE: The undertaking has been removed.
13. Please update the disclosure to include the currently required
undertaking outlined in paragraph 512(g)(1) or (2), as applicable.
RESPONSE: Please see updated Undertakings
Legality Opinion
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14. We note that the opinion refers in the third paragraph to shares
underlying warrants; however, the registration does not include warrant shares.
Please advise.
RESPONSE: The opinion has been revised to delete reference to the warrant
shares.
15. Please remove from the first sentence of the last paragraph of the
opinion the word "solely" and any implication that investors may not rely on the
opinion. In this regard, the following sentence requiring written consent for
reliance upon the opinion should also be eliminated.
RESPONSE: Please see revised opinion.
16. We also note in the last paragraph that the opinion is limited to the
laws of New York and Massachusetts and that "no opinion is expressed as to the
laws of any other state jurisdiction." Because counsel must opine on the
legality of the securities under the laws of the state in which the registrant
is incorporated, which in this case is Delaware law, this limitation is
inappropriate and should be removed. Please revise the opinion accordingly.
RESPONSE: Please see revised opinion.
Form 10-QSB for the fiscal quarter ended September 30, 2006 Disclosure Controls
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and Procedures
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17. We note that your disclosure does not provide a conclusion of management
as to the effectiveness of the disclosure controls and procedures. We further
note that the same is true of all of your quarterly reports filed in 2006. Item
307 of Regulation S-B requires that you disclose the conclusions of the
principal executive and financial officers, or persons performing similar
functions, regarding the effectiveness of the company's disclosure controls and
procedures, as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange
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Act, as of the end of the period covered by the report. While you provide a
definition of disclosure controls and procedures and discuss the existing
material weakness, you do not provide a conclusion of management that the
disclosure controls were or were not effective as of the end of the period
covered by each report. Please amend each of the quarterly reports filed in 2006
to provide the required disclosure.
RESPONSE: Quarterly Report to be amended to reflect language included in
this filing.
Please also provide risk factor disclosures in your Form SB-2 regarding your
material weakness. Consider whether management's discussion and analysis
disclosure is needed with respect to any material capital requirements needed to
address this weakness.
RESPONSE: Please see Page 9 re: revised risk factor - material weaknesses.
18. We refer you to our prior letter dated August 23, 2005, relating to the
disclosure required by Item 308(c) of Regulation S-B and your failure to conform
your reports to the disclosure requirements. The above-cited quarterly report
continues to state that there were no "significant" changes in internal control
over financial reporting that occurred during the "current" quarter. Please
therefore amend the September 30, 2006 quarterly report as well as the March 31
and June 30, 2006 quarterly reports to state, if true, that there were no
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changes in your internal control over financial reporting that occurred during
-
the last fiscal quarter that materially affected, or were reasonably likely to
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materially affect, your internal control over financial reporting. To the extent
that changes were made during any of the relevant periods, please revise the
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disclosure accordingly.
RESPONSE: Quarterly Quarterly Report to be amended to reflect language
included in this filing.
19. Finally, confirm your understanding of this disclosure requirement and
provide us with a representation that you will conform your future filings
accordingly.
RESPONSE: We have reviewed Item 308 (c) of regulation SB. Our understanding
is that the reports should conform in language as well as substance to the
requirements of the Rule. We represent to you that we will conform our future
filings accordingly.
Acceleration Request
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We hereby request acceleration of the effectiveness of the Registration
Statement to a date not later than January 11, 2007. In this connection we
acknowledge to you as follows:
- - Should the Commission or the Staff, acting pursuant to delegated
authority, in declaring the filing effective, it does not foreclose the
Commission from taking any action relating to the filing.
- - The action of the Commission or the Staff, in declaring the filing
effective, does not relieve the registrant from its full responsibility for the
adequacy and accuracy of the disclosures in the filing; and
- - The registrant may not assert this action as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.
If there is anything further you need, please do not hesitate to contact
James Fields at (978) 921-2727 or myself at (617) 523-1960.
Sincerely,
Geoffrey T. Chalmers
Cc: James Fields