UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
--- WASHINGTON, D.C. 20549

FORM 10Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended September 30, 2008
------------------

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from to

Commission file number 000-49957
---------

LocatePLUS Holdings Corporation
(Exact name of small business issuer as specified in its charter)

Delaware 04-3332304
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)

100 Cummings Center, Suite 235M,
Beverly, Massachusetts 01915
(Address of principal executive offices) (Zip Code)

(978) 921-2727
(Issuer's telephone number)

N/A
(Former name, former address and former fiscal year, if changed since last
report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company.
Large accelerated filer [] Accelerated filer []
Non-accelerated filer [] Smaller reporting company [X]

Indicate by check mark whether the registrant is shell company (as defined in
Rule 12b-12 of the Exchange Act).
Yes [ ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

Class Outstanding at November 7, 2008
Common, $0.01 par value per share 21,977,310

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

PAGE
----
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated condensed balance sheets
as of September 30, 2008 (un-audited)
and December 31, 2007 . . . . . . . . . . . . . . . . . .1
Un-audited consolidated condensed
statements of operations for the three and nine
months ended September 30, 2008 and 2007. .. . . . .. 2
Un-audited consolidated condensed statements
of cash flows for the three months
ended September 30, 2008 and 2007 . . . . . .. . . . . .3
Notes to un-audited consolidated condensed
financial statements. . . . . . . . . . . . . . . . . . 4

ITEM 2. Management's Discussion and Analysis of
Financial Condition and Resultsof Operations . . . . . . .9
ITEM 3. Quantitative and Qualitative Disclosures
about Market Risk . . . . . . . . . . . . . . . . .. . . 17
ITEM 4. Controls and Procedures . . . . . . . . . . . . . . . . . 17

PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . 18
ITEM 2. Unregistered Sales of Equity Securities and
Use of Proceeds.. . . . . . . . . . . . . . . . . . . . 18
ITEM 3. Defaults. Upon. Senior. Securities. . . . . . . . . . . . 18
ITEM 4. Submission of Matters to Vote of Security Holders . . . . 18
ITEM 5. Other Information . . . . . . . . . . . . . . . . . . . . 19
ITEM 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . 19

SIGNATURES AND CERTIFICATION. . . . . . . . . . . . . . . . . . . 20

PART I . FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

LOCATEPLUS HOLDINGS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
September 30, DECEMBER 31,
2008 2007
(UN-AUDITED)

ASSETS
Current assets:
Cash and cash equivalents $ 129,134 $ 96,142
Accounts receivable 605,031 721,524
Prepaid expenses and other current assets 367,251 392,609
--------------- -------------
Total current assets 1,101,416 1,210,275

Property and equipment, net 827,759 1,278,886
Other assets 272,338 284,188
--------------- -------------
Total assets $ 2,201,513 $ 2,773,349
=============== =============
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities:
Accounts payable 1,155,698 1,371,167
Accrued expenses 3,376,360 3,426,840
Deferred revenue 180,443 159,223
Current portion of capital lease obligation 4,288 37,878
Current Notes Payable 608,584 717,080
Current Convertible notes payable 2,514,070 365,107
--------------- -------------
Total current liabilities 7,839,443 6,077,295

Long Term notes payable 1,500,980 6,530
Long Term Convertible notes payable - 3,573,477
--------------- -------------
Total liabilities 9,340,423 9,657,302
--------------- -------------
Commitments and contingencies

Stockholders' equity:
Common Stock , $0.01 par value,
25,000,000 shares authorized
19,475,217 shares issued and
outstanding at September 30, 2008 194,752 113,977
Additional paid-in capital 39,368,379 39,218,416
Warrants 3,627,194 3,692,378
Impairment on Assets (873,200) (861,350)
Accumulated deficit (49,456,035) (49,047,374)
--------------- --------------
Total stockholders' equity (7,138,910) (6,883,953)
--------------- --------------
Total liabilities and stockholders' equity $ 2,201,513 $ 2,773,349
=============== =============

The accompanying notes are an integral part of these un-audited consolidated
interim financial statements. See accompanying notes and accountants report.

LOCATEPLUS HOLDINGS CORPORATION
UN-AUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE FOR THE NINE
MONTHS ENDED MONTHS ENDED
September 30, September 30,
2008 2007 2008 2007

Revenues
Information Sales - CD Rom $ 134,253 $ 140,121 $ 356,028 $ 394,570
Information Sales - Online 1,428,010 1,353,538 4,302,311 4,241,366
Information Sales - Channel 554,903 618,079 1,671,402 1,627,417
Information Sales - Wireless 1,439 2,513 4,858 7,320
- -
-------------- -------------- ----------- -----------
Total revenues 2,118,605 2,114,251 6,334,599 6,270,673
-------------- -------------- ----------- -----------
Costs and expenses:
Costs of revenues
CD Rom 8,440 16,548 38,623 30,381
Online and Channel 372,532 424,699 1,053,189 1,236,958
Wireless - - - -
Engineering - - - -
Selling and marketing 420,945 358,751 1,182,850 1,128,399
General and administrative 1,213,056 1,439,767 3,845,183 4,472,172
Severance Expense - - - 250,000
Research and development 48,531 17,884 111,690 97,274
-------------- -------------- ----------- -----------
Total operating expenses 2,063,504 2,257,649 6,231,535 7,215,184
-------------- -------------- ----------- -----------
Operating income (loss) 55,101 (143,398) 103,064 (944,511)

Other income (expense):
Interest income - - - 48,383
Interest expense (150,516) (120,223) (518,116) (445,258)
Other income 855 2,226 6,392 9,708
Finance Related Expenses - (271,025) - (3,165,093)
-------------- -------------- ----------- -----------
Net loss $ (94,560) $ (532,420) $(408,660) $(4,496,771)
============== ============== =========== ===========

Basic and diluted net loss per share ($0.005) ($0.053) ($0.028) ($0.507)

Shares used in computing basic
and diluted net loss per share 20,598,586 10,076,593 14,464,767 8,861,624

The accompanying notes are an integral part of these un-audited consolidated
interim financial statements.

UN-AUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

LOCATEPLUS HOLDINGS CORPORATION

FOR THE NINE MONTHS ENDED
September 30,
2008 2007

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss (408,660) (4,496,771)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization
of property and equipment 452,358 548,478
Provision for doubtful accounts (56,369) (10,162)
Interest expense related to warrants
issued with debt 197,051 2,414,687
Services performed in
exchange for stock - 200,441
Stock Based Compensation 42,977 57,426
Amortization of intangible assets - -
Changes in assets and liabilities:
Accounts receivable 172,861 (242,632)
Prepaid expenses and other assets 25,358 (237,996)
Accounts payable (215,469) (336,122)
Accrued expenses (50,479) 843,905
Deferred revenue 21,220 2,124
Security deposits - 116,875
------------ -------------
Net cash used in operating
activities 180,848 (1,139,747)
------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Principal repayment of receivable - 41,617
Purchases of property and equipment (1,231) (12,311)
------------ -------------
Net cash provided by (used in)
investing activities (1,231) 29,306
------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt (113,035) (1,581,934)
Proceeds from issuance of debt - 2,780,000
Payments of obligations under
capital lease (33,590) (43,239)
------------ -------------
Net cash provided by financing
activities (146,625) 1,154,827
------------ -------------
Net (decrease) increase in cash and
cash equivalents 32,992 44,386

Cash and cash equivalents,
beginning of period 96,142 29,822
------------ ------------
Cash and cash equivalents, end of period 129,134 74,208
============ ============

The accompanying notes are an integral part of these un-audited consolidated
interim financial statements. See accompanying notes and accountants report.
3

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 stockholders of Voice Power
Technology in consideration for a two year non-competition agreement with these
stockholders. On January 6, 2004, the Company formed Metrigenics, Inc, a
wholly-owned subsidiary. All inter-company accounts and transactions have been
eliminated in consolidation.

The Company provides access to public information such as bankruptcy filings,
real estate transactions, motor vehicle records, 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.

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.

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.

The Company updates the information contained in compact disks (CD ROMs) 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 collectability
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
collectability 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
collectability is reasonably assured.

Engineering services 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 collectability is reasonably assured.

UN-AUDITED INTERIM FINANCIAL STATEMENTS
The accompanying interim consolidated condensed financial statements are
un-audited 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
September 30, 2008 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, 2007,
which are contained in LocatePLUS Holdings Corporation's Annual Report filed on
Form 10-KSB filed with the Securities and Exchange Commission on April 10, 2008.

LIQUIDITY AND OPERATIONS
The financial statements included in this quarterly 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 nine months ended September 30, 2008. In addition, the Company has
incurred an accumulated deficit of approximately $49 million through September
30, 2008. The Company raised approximately $3 million and $1.3 million through
the issuance of debt and equity during 2007 and 2006 respectively. 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.

On March 20, 2007, the Company issued a secured convertible debenture to Cornell
Capital Partners in the aggregate principal amount of $6,000,000 of which
$3,000,000 was advanced immediately. The second installment of $2,000,000 will
be advanced immediately prior to the filing by the Company with the Securities
and Exchange Commission (the "Commission") of the Registration Statement. The
last installment of $1,000,000 will be advanced immediately prior to the date
the Registration Statement is declared effective by the Commission. The
Debentures mature on the third anniversary of the date of issuance. The holder
of the Debentures may convert at any time amounts outstanding under the
Debentures into shares of common stock of the Company at a fixed conversion
price per share equal to $0.314. Under the Purchase Agreement the debentures
are secured by substantially all of the Company's, and its wholly owned
subsidiaries' assets.

Under the Purchase Agreement, we also issued to Cornell five-year warrants in
six separate series as follows:

A Warrants to purchase 2,384,814 shares of common stock at $0.314 per share
B Warrants to purchase 2,186,079 shares of common stock at $0.343 per share
C Warrants to purchase 2,017,919 shares of common stock at $0.372 per share
D Warrants to purchase 1,748,863 shares of common stock at $0.429 per share
E Warrants to purchase 1,499,026 shares of common stock at $0.50 per share;
F Warrants to purchase 1,500,000 shares of common stock at $0.01 per share.

2. OTHER ASSETS

Other assets consist of the following at September 30, 2008:

Restricted trading securities $ 1,800
Security deposits 91,881
Other Non-Current Assets 178,657
--------
Total $ 272,338
========

Restricted trading securities consist of 200,000 restricted shares of common
stock in Data Evolution Holdings, Inc. (DEH), which trades over the counter
under the symbol DTEV. These shares were acquired as part of an agreement to
provide service and data to DEH. The service and data was valued at $875,000.
At the time the service and data was valued, November 22, 2004, the trailing 10
day average closing price of DTEV was $5.96 per share, or $1,192,000. Due to
the fact that these shares were restricted, a mutually agreed upon 25% liquidity
discount was applied to the value, or $875,000, as such 200,000 shares were
exchanged for the service. At September 30, 2008, the 10-day trailing average
closing price was $0.012 per share, or the value of the shares was $2,400. An
impairment to the current value has been recorded to adjust the security
carrying value to the original 25% discount. The company recorded an impairment
of $873,200 and the adjusted carrying value is now $1,800.

3. STOCK OPTIONS

Effective January 1, 2006, the Company adopted the fair value recognition
provisions of Statement of Financial Accounting Standards No. 123(R), "Share
Based Payment" ("SFAS No. 123(R)") using the modified prospective transition
method. Under that transition method, compensation cost recognized in the three
months ended March 31, 2007 includes: (a) compensation cost for all stock-based
payments granted prior to, but not yet vested as of January 1, 2006, based on
the grant date fair value estimated in accordance with the original provisions
of SFAS No. 123, and (b) compensation cost for all stock-based payments granted
subsequent to January 1, 2006, based on the grant date fair value estimated in
accordance with the provisions of SFAS No. 123(R). Results for prior periods
have not been restated, as provided for under the modified-prospective method.
Total stock-based compensation expense recognized in the income statement was
$19,997 and $57,426 for the nine months ended September 30, 2008 and 2007
respectively.

SFAS No. 123R requires the use of a valuation model to calculate the fair
value of stock-based awards. The Company has elected to use the
Black-Scholes-Merton ("BSM") option valuation model, which incorporates various
assumptions including volatility, expected life, and interest rates. The
assumptions used for the nine-month periods ended September 30, 2008 and
September 30, 2007 and the resulting estimates of weighted-average fair value
per share of options granted during those periods are as follows:

FOR THE THREE MONTHS ENDED
==========================
SEPTEMBER
2008 2007
------- -------
Expected life 6 years 6 years
------ -------
Volatility 33% 31%
Risk free interest rate 4.54% 4.86%
Dividend yields - -
Weighted-average fair value of
options granted during the period - -

The expected life of the options represents the estimated period of time until
exercise and is based on historical experience of similar awards, giving
consideration to the contractual terms, vesting schedules and expectations of
future employee behavior. For 2008 and 2007, expected stock price volatility is
based on a combination of historical volatility of the Company's stock and the
one-year implied volatility of its traded options, for the related vesting
periods. Prior to the adoption of SFAS 123R, expected stock price volatility was
estimated using only historical volatility of the Company's stock. The risk-free
interest rate is based on the implied yield available on U.S. Treasury
zero-coupon issues with an equivalent remaining term. The Company has not paid
dividends in the past and does not plan to pay any dividends in the near future.

4. NOTES PAYABLE

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, by issuing subordinated
promissory notes bearing simple interest ranging from 10% and 12% per annum.
The balance of this debt at September 30, 2008 is $13,574. In 2007, the terms
of these notes were re-negotiated and now bear interest ranging from 19% to 30%.
The remaining debt is due in 2008.

On March 20, 2007, the Company issued a secured convertible debenture to Cornell
Capital Partners in the aggregate principal amount of $6,000,000 of which
$3,000,000 was advanced immediately. The second installment of $2,000,000 will
be advanced immediately prior to the filing by the Company with the Securities
and Exchange Commission of the Registration Statement. The last installment of
$1,000,000 will be advanced immediately prior to the date the Registration
Statement is declared effective by the Commission. The Debentures mature on
the third anniversary of the date of issuance. The holder of the Debentures may
convert at any time amounts outstanding under the Debentures into shares of
common stock of the Company at a fixed conversion price per share equal to
$0.314. Under the Purchase Agreement the debentures are secured by
substantially all of the Company's, and its wholly owned subsidiaries' assets.

Under the Purchase Agreement, we also issued to Cornell five-year warrants in
six separate series as follows:

Also in connection with the sale and issuance of the Debentures, the Company
entered into a settlement agreement with Dutchess Private Equities Fund, Ltd.
for the settlement of a dispute regarding the amount due under debt instruments
issued by the Company to Dutchess during 2005 and 2006. Pursuant to the terms
of the Settlement, the Company immediately paid a cash amount of $1,500,000 with
two additional cash payments in the amount of $300,000 each to be made on the
date that (i) the Company files the Registration Statement (or, if earlier,
within 45 days) and (ii) the Registration Statement is declared effective (or,
if earlier, within 145 days). The Company also issued a Note in the amount of
$1,500,000 and agreed to reduce to $0.10 per share the exercise price of the
warrants issued to Dutchess. Dutchess agreed to terminate any security interest
in the Company's assets upon the Initial Payment.

On December 11, 2007, the Company received a letter dated December 6, 2007 (
the "Notice Letter"), from YA Global Investments, L.P., (formerly known
as Cornell Capital Partners, L.P.) notifying the Company of certain Events
of Default under the Secured Convertible Debenture dated March 20, 2007
of the Company (the "Debenture"). As a result of this default, the entire
note has been re-classified as short term.

5. LEGAL PROCEEDINGS

The Company is from time to time subject to legal proceedings and claims which
arise in the normal course of its business. There are no pending or known
actions for which the amount of ultimate liability could have a material adverse
effect on the Company's financial position or results of operations.

6. SEGMENT INFORMATION

The Company has two reportable segments which 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 segment provides information on individuals throughout the United
States of America through the Company's website. No material operating costs,
other than costs of revenues, or assets and liabilities relate to the CD ROM
segment.

FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
September 30, September 30,
2008 2007 2008 2007
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)

Reportable segment sales:
CD Rom $ 134,253 $ 140,121 $ 356,028 $ 394,570
Online and Channel 1,982,913 1,971,617 5,973,713 5,868,783
--------------- -------------- -------------- --------------
Total Reportable segment sales $ 2,117,166 $ 2,111,738 $ 6,329,741 $ 6,263,353
=============== ============== ============== ==============

Costs of segment sales:
CD Rom 8,440 16,548 38,623 30,381
Online and Channel 372,532 424,699 1,053,189 1,236,958
--------------- -------------- -------------- --------------
Total costs of reportable
segment sales $ 380,972 $ 441,247 $ 1,091,812 $ 1,267,339
=============== ============== ============== ==============

7. NET LOSS PER SHARE

The computations of basic and diluted loss per common share are based upon the
weighted average number of common shares outstanding during the period. Shares
of both classes of the Company's Common Stock potentially issuable upon the
exercise of stock options and warrants are anti-dilutive for all periods
presented and were not included in the computations of diluted net loss per
share.

8. SUBSEQUENT EVENTS

None

ITEM 2. 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 un-audited
consolidated financial statements and related notes included elsewhere in this
quarterly 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

The LocatePLUS Group is a business-to-business and business-to-government
provider of 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 , 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. Our
LocatePLUS 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, our wholly-owned subsidiary, Certifion, has offered personal
information for self-certification purposes through its Entersect product.

We distribute our content both directly (through the Internet in the case
of our LocatePLUS product and through the mail in the case of our Worldwide
Information 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 job search and on-line dating sites, in the case of our
Entersect product).

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

On October 17, 2003, through 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, Inc. merged with and into Dataphant, Inc. As consideration for
the merger, shareholders of Voice Power Technologies, Inc. received an aggregate
of 2,500,000 shares of LocatePLUS Class B Non-voting Common Stock. Through this
acquisition, we now have information concerning virtually all landline phone
numbers in the United States and approximately 25% of United States cell phone
numbers. This data has been integrated into our current product lines.

On January 6, 2004, the LocatePLUS Holdings Corporation formed Metrigenics,
Inc, a wholly-owned subsidiary.

From time to time, we also provide engineering services in connection with the
implementation and rollout of our channel partnership arrangements.

Although our products 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 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 with respect to
that individual.

During the quarter ended June 30, 2003 we launched our new patent-pending
Bull's-Eye technology, which is currently integrated into a LocatePLUS product.
Bull's-Eye is the first search tool in our industry that allows users to
correctly identify a person's current address based upon certain currently
available information. Typically, when a search is performed on an individual
using competing technologies, a number of addresses are pulled from a database
of public records. Bull's-Eye enhances or improves the search process by
cross-referencing current public utility and telephone records with historical
data to more accurately identify a person's current address. We have also
sought patent protection with respect to aspects of our CareerScan and TrustmeID
products.

On March 23, 2007, the Board accepted the resignation of its current President
and Chief Executive Officer, Jon Latorella.

On May 23, 2007, the Board appointed Paul Colangelo, formerly of Lexis Nexis as
Chief Executive Officer however due to a previously signed non-compete, Mr.
Colangelo resigned on June 24, 2007. Upon the resignation of Mr. Colangelo, the
Board appointed James Fields, the acting Chief Financial Officer since March of
2003, as Chief Executive Officer.

On August 14, 2008, the Board announced that Mr. Latorella stepped down as
Chairman and that it had appointed James C. Fields, its current President and
Chief Executive Officer as Chairman.

CRITICAL ACCOUNTING POLICIES

We have identified the policies below 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. 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.

Revenue associated with our Worldwide Information 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
product is updated and released either quarterly or twice a year. In the case
of our LocatePLUS product, we charge a fee to customers, which varies based upon
the type and quantity of information requested. Capitalizing on the synergies
gained through the Companies acquisitions, in 2004, Worldwide was able to
utilize the technology acquired through Voicepower Technologies, when it merged
into Dataphant, to develop the industry's first ever searchable

non-published and cell phone CD-ROM. This product became Worldwide's fastest
growing CD-ROM product to date. In addition, Worldwide, using the search
capabilities built into the CD-ROM search engine, has expanded beyond CD-ROMs.
Worldwide recently entered into an exclusive partnership with the State of New
Hampshire's Department of Safety to implement its technology on the state's
Intranet. Sonia Bejjani, Company co-founder and President of Worldwide, was
profiled in "Women to Watch in 2005" by Women's Business Boston, January 2005
issue.

Revenue from our LocatePLUS product is recognized when there is either an agreed
upon royalty fee or the 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 customer base) or invoice
customers for such fees on a monthly basis (approximately 40% of our LocatePLUS
customer base). During 2004, our LocatePLUS online customer base exceeded
16,500 customers. Within that customer base the subscriptions for ChoicePlan
billing plans, which are billing plans for committed revenue per customer
ranging from $25 per month to $5,000 per month, increased to 700 customers. In
addition, we made a significant change to our billing practice in 2004, with the
implementation of a new minimum usage fee.

Revenue from our Entersect product is recognized when certifications are
purchased online (and paid for via credit card) or the requested information is
downloaded, there is evidence of an arrangement, the fee is fixed or
determinable, and collectibility is reasonably assured.

Revenue from Dataphant is generated exclusively through inter-company sales to
our other wholly owned subsidiaries and 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
related data providers. In the nine months ended September 30, 2008 and 2007,
we recorded $1,053,189 and $1,236,958 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, travel and
other miscellaneous expenses.

Interest income consists of earnings on our cash and cash equivalents,
short-term investments and notes receivable. Interest expense is primarily
attributable to various notes issued through September 30, 2008. As of
September 30, 2008, we had gross notes payable (current and long-term) totaling
$4,960,604.

We have incurred significant net losses since our inception. We incurred
net losses of approximately $400,000 during the nine months ended September 30,
2008 and $94,000 during the three months ended September 30, 2008. Our
accumulated deficit as of September 30, 2008 was approximately $49.4 million.

any time amounts outstanding under the Debentures into shares of common stock of
the Company at a fixed conversion price per share equal to $0.314. Under the
Purchase Agreement the debentures are secured by substantially all of the
Company's, and its wholly owned subsidiaries' assets.

Under the Purchase Agreement, we also issued to Cornell five-year warrants in
six separate series as follows:

THREE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2007

Revenues. Revenues from our Worldwide InformationTM CD-ROM product
decreased to $134,253 for the three months ended September 30, 2008 from
$140,121 for the three months ended September 30, 2007, a decrease of 4%.
Revenues from our Internet-based products increased to $1,428,010 for the three
months ended September 30, 2008, as compared to $1,353,538 for the three months
ended September 30, 2007, an increase of 5%. Revenue from channel partners
decreased to $554,903 from $618,079 a decrease of 10%. Revenues from our
wireless product, LocatePLUS AnyWhere , were $1,439 during the three months
ended September 30, 2008 as compared to $2,513 during the three months ended
September 30, 2007, a decrease of 43%.

Costs of revenues. For the three months ended September 30, 2008, costs of
revenues for Worldwide InformationTM were $8,440 as compared to $16,548 for the
three months ended September 30, 2007, a decrease of 49%. This decrease is
primarily because certain data sets are only available for purchase on a monthly
or quarterly basis and therefore the expense for these data sets are recognized
when data becomes available from vendors. For the three months ended September
30, 2008, our costs of revenues associated with LocatePLUS online and channel
were $372,532 as compared to $424,699 for the three months ended September 30,
2007, a decrease of 12%.

Selling and marketing expenses. Selling and marketing expenses for the three
months ended September 30, 2008 were $420,945 as compared to $358,751 for the
three months ended September 30, 2007, an increase of 17%. The primary reason
for the increase is due to the expansion and hiring of additional sales and
marketing personnel as well as an increased presence at local and national
trade shows.

General and administrative expenses. General and administrative expenses
for the three months ended September 30, 2008 were $1,213,056 as compared to
$1,439,767 for the three months ended September 30, 2007, a decrease of 16%.
This decrease is attributable to a greater awareness of expenses and the
downsizing of personnel.

Research and Development expenses. Research and development expenses for
the three months ended September 30, 2008 were $48,531 as compared to $17,884
for the three months ended September 30, 2007, an increase of 171%. This
increase is attributable to the expensing of certain prepaid assets during the
third quarter.

Severance expense. For the three months ended September 30, 2008 and 2007, no
severance expense was recorded.

Interest income. No interest income was recorded for the three months ended
September 30, 2008 or 2007.

Interest expense. Interest expense increased to $150,516 for the three
months ended September 30, 2008, from $120,223 for the three months ended
September 30, 2007, an increase of 25%. This expense is primarily attributable
to interest payments being made on certain notes payable.

Other Income. Other income decreased to $855 for the three months ended
September 30, 2008, down from other income of $2,226 for the three months ended
September 30, 2007, a decrease of 61%. This revenue stream consists of outside
individuals requesting reports on their own person.

Financing Related Expenses. During the three months ended September 30, 2008,
no financing related expenses were recorded. During the three months ended
September 30, 2007, we recorded financing expenses related to registration
rights in the amount of $271,025. This was related to penalties associated with
a financing completed in 2005 for the non-filing of a registration statement.

NINE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2007

Revenues. Revenues from our Worldwide InformationTM CD-ROM product
decreased to $356,028 for the nine months ended September 30, 2008 from $394,570
for the nine months ended September 30, 2007, a decrease of 10%. Revenues from
our Internet-based products increased to $4,302,311 for the nine months ended
September 30, 2008, as compared to $4,241,366 for the nine months ended
September 30, 2007, an increase of 1%. Revenue from channel partners increased
to $1,671,402 from $1,627,417, an increase of 3%. Revenues from our wireless
product, LocatePLUS AnyWhere , were $4,858 during the nine months ended
September 30, 2008 as compared to $7,320 during the nine months ended September
30, 2007, a decrease of 33%. This decrease is attributable to a decrease in the
marketing of this product.

Costs of revenues. For the nine months ended September 30, 2008, costs of
revenues for Worldwide InformationTM were $38,623 as compared to $30,381 for the
nine months ended September 30, 2007, an increase of 27%. The primary reason for
this increase is the addition of several new data sets. For the nine months
ended September 30, 2008, our costs of revenues associated with LocatePLUS
online and channel were $1,053,189 as compared to $1,236,958 for the nine months
ended September 30, 2007, a decrease of 15%.

Selling and marketing expenses. Selling and marketing expenses for the nine
months ended September 30, 2008 were $1,182,850 as compared to $1,128,399 for
the nine months ended September 30, 2007, an increase of 15%. The primary
reason for the increase is due to the expansion and hiring of additional sales
and marketing personnel as well as an increased presence at local and national
trade shows.

General and administrative expenses. General and administrative expenses
for the nine months ended September 30, 2008 were $3,845,182 as compared to
$4,472,172 for the nine months ended September 30, 2007, a decrease of 14%.
This decrease is attributable to a greater awareness of expenses and the
downsizing of personnel.

Research and Development expenses. Research and development expenses for
the nine months ended September 30, 2008 were $111,690 as compared to $97,274
for the nine months ended September 30, 2007, an increase of 15%. This increase
is attributable to the expensing of certain prepaid assets.

Severance expense. For the nine months ended September 30, 2008, no
severance expense was recorded. Severance expense for the nine months ended
September 30, 2007 was $250,000, this expense was attributable to the
resignation of Jon Latorella, the President and Chief Executive Officer. As part
of this resignation, Mr. Latorella received a one-time severance of $250,000.

Interest income. No interest income was recorded for the nine months ended
September 30, 2008. Interest income for the nine months ended September 30, 2007
totaled $48,383.

Interest expense. Interest expense increased to $518,116 for the nine
months ended September 30, 2008, from $445,258 for the nine months ended
September 30, 2007, an increase of 16%. This expense is primarily attributable
to interest payments being made on certain notes payable.

Other Income. Other income decreased to $6,392 for the nine months ended
September 30, 2008, down from other income of $9,708 for the nine months ended
September 30, 2007, a decrease of 34%. This revenue stream consists of outside
individuals requesting reports on their own person.

Financing Related Expenses. During the nine months ended September 30,
2008, no financing related expenses were recorded. During the nine months ended
September 30, 2007, we recorded financing expenses related to registration
rights in the amount of $3,165,093. This was related to penalties associated
with a financing completed in 2005 for the non-filing of a registration
statement.

LIQUIDITY AND CAPITAL RESOURCES

From our incorporation in 1996 through December 31, 2005, we raised
approximately $43 million through a series of private placements and public
offerings of equity and convertible debt to fund marketing and sales efforts and
develop our products and services.

As of September 30, 2008, our cash and cash equivalents totaled $ 129,134.

In connection with an offering that closed on August 15, 2005 we entered
into a Purchase Agreement with certain institutional and accredited investors
relating to the private placement of convertible term notes issued by the
Company in the principal amount of $8,965,000 and warrants to purchase up to
41,189,000 shares of our capital stock. Of the proceeds from this offering,
approximately $4.1 million was used to retire current secured convertible notes,
and the remainder will be used for general working capital.

All of the notes are convertible, and the warrants are exercisable, first
into as many shares of our Class A Voting Common Stock, par value $0.01 per
share, as are available for issuance at the time of conversion or exercise, and
then into shares of our Class B Non-Voting Common Stock, par value $0.01 per
share. As part of our agreement with these investors, we have agreed to seek
the approval from our stockholders of the recapitalization of each outstanding
share of our Class A Voting Common Stock and our Class B Non-Voting Common Stock
into a single class of voting common stock, as well as a one-for-fifty reverse
split of this new class of common stock. If our stockholders approve these
measures, the notes will automatically convert into shares of the new class of
common stock, and any unexercised warrants will be exercisable for shares of
that class of stock as well. As there are currently no unissued shares of our
Class A Voting Common Stock that are not otherwise reserved for issuance, we
anticipate that these notes and warrants will be exercisable for shares of
either our Class B Non-Voting Common Stock or the newly created class of common
stock, if approved. Without taking into consideration interest payable on the
notes, the notes are convertible into 89,650,000 shares of our common stock
(regardless of class) at a current conversion rate of $0.10 per share and the
warrants are exercisable for ten years from the date they were issued for up to
41,189,000 shares of our common stock (regardless of class) at a current
exercise price of $0.15 per share. The conversion price of the notes and the
exercise price of the warrants are each subject adjustment for a variety of
events, including, for example, payment of dividends, certain mergers or asset
sales, and certain securities issuances. In conjunction with this offering, we
also entered into related Registration Rights and Voting Agreements. On
November 14, 2005, at the annual meeting of the shareholders, the
recapitalization was approved by a majority of the outstanding shares of both
classes of stock. On December 12, 2005, we completed the plan of
recapitalization which triggered the mandatory conversion of certain notes
payable in the amount of $8,965,000 into 1,793,000 of the new common stock.

On December 29, 2005, we entered into an Investment Agreement with Dutchess
Private Equities Fund II, L.P. Pursuant to that Investment Agreement, we
received proceeds of $1,500,000 by issuing a note payable convertible into
300,000 shares of Common Stock at $5.00 per share and 200,000 founders shares
and Common Stock purchase warrant for 750,000 shares with an exercise price of
$5.00 per share. We also entered into an agreement where we may, at our
discretion, periodically "put" or require Dutchess to purchase shares of our
Common Stock. The aggregate amount that Dutchess is obligated to pay for our
shares will not exceed $10.0 million. For each share of Common Stock purchased
under the Investment Agreement, Dutchess will pay 93% of the lowest closing bid
price on the Over-the-Counter Bulletin Board (or other principal market on which
our

Common Stock is traded) during the ten day period immediately following the
date on which we give notice to Dutchess of our intention to put such stock.
Our ability to put the shares under the Investment Agreement is conditioned upon
us registering the shares of Common Stock with the Securities and Exchange
Commission and satisfaction of certain other customary closing conditions.

On July 21, 2006 we issued a Debenture to Dutchess Private Equities Fund,
LP , a related private equities fund and received proceeds of $750,000. The
Debenture is due on July 21, 2011 and pays twelve per cent (12%) interest.
Interest and principal are payable at such times and under such conditions are
outlined in the Debenture. The Debenture is convertible into shares of our
Common Stock at the lesser of $.70 per share or 75% of the lowest closing bid
price during the 20 trading days next preceding the date of conversion
(collectively, the two funds "Dutchess"). The holder may not convert if it
would cause the holder to own more than 4.9% of the outstanding Common Stock of
the Company.

On March 20, 2007, we issued a secured convertible debenture to Cornell
Capital Partners in the aggregate principal amount of $6,000,000 of which
$3,000,000 was advanced immediately. The second installment of $2,000,000 will
be advanced immediately prior to the filing by the Company with the Securities
and Exchange Commission (the "Commission") of the Registration Statement. The
last installment of $1,000,000 will be advanced immediately prior to the date
the Registration Statement is declared effective by the Commission. The
Debentures mature on the third anniversary of the date of issuance. The holder
of the Debentures may convert at any time amounts outstanding under the
Debentures into shares of common stock of the Company at a fixed conversion
price per share equal to $0.314. Under the Purchase Agreement the debentures
are secured by substantially all of the Company's, and its wholly owned
subsidiaries' assets.

Under the Purchase Agreement, we also issued to Cornell five-year warrants in
six separate series as follows:

COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

We lease office space and equipment under various operating lease
agreements which terminate on various dates through 2012. Future minimum
payments under our non-cancelable operating leases total $1,664,749.

CAPITAL LEASES

Through September 30, 2008, we entered into certain long-term equipment
lease agreements. These agreements are classified as capital leases and expire
in 2008. Future minimum lease payments under our non-cancelable capital leases
total $7,760.

LICENSE AGREEMENTS

The following represents the contractual obligation and commercial
commitments as of September 30, 2008.

LESS THAN 1-3
CONTRACTUAL OBLIGATIONS TOTAL 1 YEAR YEARS
----------- ------------ -----------
Long-Term
Debt including
current portion $ 4,960,604 $ 3,459,625 $ 1,500,979
Capital Leases 7,660 7,660 -
Operating Leases 1,664,749 497,770 1,166,979
License Agreements 240,000 200,000 40,000
----------- ------------ -----------
Total $ 6,873,013 $ 4,165,055 $ 2,707,958
=========== ============ ===========

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In February 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard 155 - Accounting for Certain Hybrid
Financial Instruments ("SFAS 155"), which eliminates the exemption from applying
SFAS 133 to interests in securitized financial assets so that similar
instruments are accounted for similarly regardless of the form of the
instruments. SFAS 155 also allows the election of fair value measurement at
acquisition, at issuance, or when a previously recognized financial instrument
is subject to a re-measurement event. Adoption is effective for all financial
instruments acquired or issued after the beginning of the first fiscal year that
begins after September 15, 2006. Early adoption is permitted. The adoption of
SFAS 155 is not expected to have a material effect on our consolidated financial
position, results of operations or cash flows.

In March 2006, the FASB issued Statement of Financial Accounting Standard 156 -
Accounting for Servicing of Financial Assets ("SFAS 156"), which requires all
separately recognized servicing assets and servicing liabilities be initially
measured at fair value. SFAS 156 permits, but does not require, the subsequent
measurement of servicing assets and servicing liabilities at fair value.
Adoption is required as of the beginning of the first fiscal year that begins
after September 15, 2006. Early adoption is permitted. The adoption of SFAS 156
is not expected to have a material effect on our consolidated financial
position, results of operations or cash flows In December 2004, the
FASB issued SFAS No. 153, "Exchanges of Non-monetary Assets, an amendment of APB
Opinion No. 29." APB Opinion No. 29, "Accounting for Non-monetary Transactions,"
is based on the principle that exchanges of non-monetary assets should be
measured based on the fair value of the assets exchanged. SFAS No. 153 amends
APB Opinion No. 29, eliminating the exception to fair value accounting for
non-monetary exchanges of similar productive assets and replaces it with a
general exception to fair value accounting for non-monetary exchanges that do
not have commercial substance. A non-monetary exchange has commercial substance
if the future cash flows of the entity are expected to change significantly as a
result of the exchange. The statement is effective for non-monetary asset
exchanges occurring in fiscal periods beginning after June 15, 2005. The Company
does not expect this statement to have a material impact on its financial
statements.

OFF-BALANCE-SHEET ARRANGEMENTS

The Company has no off-balance-sheet arrangements currently in effect or in
effect during the quarter ended September 30, 2008, including but not limited to
any guarantee contracts that has 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).

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not invest in or hold securities or other financial market instruments as
a regular part of our business. We conduct our business in US dollars. Our
market risk is limited to domestic economic and regulatory factors

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Disclosure controls and procedures are
designed with the objective of ensuring that information required to be
disclosed in our reports filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms. Disclosure
controls are also designed with the objective of ensuring that such information
is accumulated and communicated to our management, including the CEO and CFO, as
appropriate to allow timely decisions regarding required disclosure.

Internal control over financial reporting is defined as a process designed by,
or under the supervision of, the issuer's principal executive and principal
financial officers, or persons performing similar functions, and effected by the
issuer's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that:

1. Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the issuer;

2. Provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and
expenditures of the issuer are being made only in accordance with
authorizations of management and directors of the issuer; and

3. Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the issuer's assets that
could have a material effect on the financial statements.

Our management, including the Chief Financial Officer and Chief Executive
Officer evaluated the effectiveness of our internal control over financial
reporting as of December 31, 2007.

Based on our evaluation for the period ended December 31, 2007, James C. Fields,
our Chief Executive Officer and Chief Financial Officer, has concluded that at
the end of this reporting period we have identified matters that would
constitute material weakness (as such term is defined under the Public Company
Accounting Oversight Board Auditing Standard No. 2) in our internal controls
over financial reporting. It is concluded that because material weaknesses
exist, internal controls over financial reporting are not effective at this
time.

The material weakness relate to the financial closing process, a lack of
segregation of financial responsibilities and the need for additional qualified
financial accounting personnel. Based on the evaluation performed, disclosure
controls and procedures were not effective for the twelve months ended December
31, 2007.

During the nine months ended September 30, 2008, we have taken actions to
remediate the reportable conditions and material weakness, including the
devotion of additional resources to the quarterly closing process, and
realignment of certain financial responsibilities to achieve stronger
segregation of financial duties. We intend to continue to further strengthen our
controls and procedures regarding the closing process.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in litigation from time to time in the ordinary course of our
business. We do not believe that the outcome of any pending or threatened
litigation will have a material adverse effect on our financial position or
results of operations. However, as is inherent in legal proceedings where issues
may be decided by finders of fact, there is a risk that unpredictable decisions
adverse to our business could be reached.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On March 20, 2007, we issued a secured convertible debenture to Cornell Capital
Partners in the aggregate principal amount of $6,000,000 of which $3,000,000 was
advanced immediately. The second installment of $2,000,000 will be advanced
immediately prior to the filing by the Company with the Securities and Exchange
Commission (the "Commission") of the Registration Statement. The last
installment of $1,000,000 will be advanced immediately prior to the date the
Registration Statement is declared effective by the Commission. The Debentures
mature on the third anniversary of the date of issuance. The holder of the
Debentures may convert at any time amounts outstanding under the Debentures into
shares of common stock of the Company at a fixed conversion price per share
equal to $0.314. Under the Purchase Agreement the debentures are secured by
substantially all of the Company's, and its wholly owned subsidiaries' assets.

Under the Purchase Agreement, we also issued to Cornell five-year warrants in
six separate series as follows:

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

On December 11, 2007, we received a letter dated December 6, 2007 ( the
"Notice Letter"), YA Global Investments, L.P., (formerly known as Cornell
Capital Partners, L.P.) notifying the Company of certain Events of Default
under the Secured Convertible Debenture dated March 20, 2007 of the
Company (the "Debenture"). Management is currently working with YA towards a
resolution.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.

On September 15, 2008, the Company hosted its Annual Shareholder meeting
where the following individuals proposed by management were elected by a
majority of those shares of Common stock present and voting:

James Fields, to serve a three year term.
Rich Nagle, to serve a three year term.
Ralph Caruso, to serve a two year term.
Paul DeRoche, to serve a one year term.
David Skerrett, to serve a one year term.

In addition, at the annual meeting, a proposition set forth by Management
and the Board to increase the authorized shares of the Company from twenty five
million shares to one hundred million shares was not approved

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

EXHIBITS

31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of
the Securities Exchange Act of 1934.

31.2 Certification of Acting Chief Financial Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934.

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of Acting Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.

REPORTS ON FORM 8-K

On September 30, 2008, we filed a Form 8-K and reported under item 8.01 that at
the Annual Meeting, the individuals proposed by Management were elected and
appointed to the Board of Directors.

On August 14, 2008, we filed a Form 8-K and reported under item 5.02 that Mr.
Latorella had stepped down as Chairman of the Board and that James C. Fields,
the current President and CEO had been appointed to the position of Chairman.

On August 14, 2008, we filed a Form 8-K and reported under item 2.02 reporting
unaudited second quarter financial results. In addition, we also attached under
item 7.01 a shareholder letter.

On June 2, 2008, we filed a Form 8-K and reported under item 1.01 that the Board
of Directors has entered into an employment agreement with James C. Fields, its
current President and Chief Executive Officer. Additionally, we reported under
item 5.02 that the Board of Directors had elected two new members to the Board.

On January 7, 2008, we filed a Form 8-K and reported under item 2.04 that by
letter received December 11, 2007, dated December 6, 2007 ( the "Notice
Letter"), YA Global Investments, L.P., (formerly known as Cornell Capital
Partners, L.P.) notified the Company of certain Events of Default under the
Secured Convertible Debenture dated March 20, 2007 of the Company (the
"Debenture").

* * *

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

LOCATEPLUS HOLDINGS CORPORATION
(Registrant)

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

/s/ James C. Fields
James C. Fields President and November 14, 2008
Chief Executive Officer