EXHIBIT 31.2
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                 CERTIFICATION OF ACTING CHIEF FINANCIAL OFFICER
                        PURSUANT TO RULE 13a-14(a) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



I,  JAMES  C.  FIELDS,  certify  that:

1.   I  have reviewed this annual report on Form 10-KSB/A of LocatePlus Holdings
Corporation  for  the  period  ended  December  31,  2003.

2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Securities  Exchange  Act  of 1934, as amended, Rules 13a-14 and 15d-14) for the
registrant  and  we  have:

     (A)   designed  such  disclosure  controls  and  procedures  to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  annual  report  is  being  prepared;

     (B)   evaluated  the  effectiveness of the registrant's disclosure controls
and  procedures  as  of  a  date within 90 days prior to the filing date of this
annual  report  (the  "Evaluation  Date");  and

(C)   presented in this annual report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on  our  evaluation as of the
Evaluation  Date;

5.  The  registrant's  other  certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

(A)   all  significant  deficiencies  in  the  design  or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

(B)   any  fraud,  whether  or  not  material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

               /s/  James  C.  Fields
               James  C.  Fields
               Acting  Chief  Financial  Officer
               August 19, 2004