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

                                   FORM 10-KSB/A


     ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

     TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF  1934

            For the transition period from __________ to ___________

                        Commission file number: 000-49957

                         LOCATEPLUS HOLDINGS CORPORATION
                 (Name of small business issuer 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)

      Securities registered under Section 12(b) of the Exchange Act: NONE.

         Securities registered under Section 12(g) of the Exchange Act:

                  CLASS A VOTING COMMON STOCK, PAR VALUE $0.01
                                (Title of class)

                CLASS B NON-VOTING COMMON STOCK, PAR VALUE $0.01
                                (Title of class)

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.
[ X ]  Yes [   ]    No

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.

Revenues  for  the  most  recent  fiscal  year  are:  $  6,262,582.

The  aggregate  market  value of the voting and non-voting common equity held by
non-affiliates,  computed  by reference to the average bid and ask price of such
common  equity  on  March  31,  2005,  is  $  33,533,630

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest  practicable  date. As of March 31, 2005 there were
98,046,477 and 73,285,970 shares of Class A Voting Common and Class B Non-Voting
Common  shares  outstanding  respectively.


Transitional Small Business Disclosure Format (Check  one): [   ] Yes  [ X ] No

<PAGE>

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


     PAGE
     ----
PART  I
ITEM  1     Description  of  Business . . . . . . . . . . . . . . . . . . . .  1
ITEM  2     Description  of  Property . . . . . . . . . . . . . . . . . . . .  6
ITEM  3     Legal  Proceedings. . . . . . . . . . . . . . . . . . . . . . . .  7
ITEM  4     Submission of Matters to a Vote of Security Holders . . . . . . .  7
PART  II
ITEM  5     Market for Common Equity and Related Stockholder Matters. . . . .  7
ITEM  6     Management's Discussion and Analysis  of Financial
            Condition and Results of Operations . . . . . . . . . . . . . . . 11
ITEM  7     Financial  Statements . . . . . . . . . . . . . . .  . . . . . . .17
ITEM  8     Changes In and Disagreements with Accountants on
            Accounting and Financial Disclosure . . . . . . . . . . . . . . . 18
ITEM  8A    Controls  and  Procedures . . . . . . . . . . . . . . . . . . . . 18
PART  III
ITEM  9     Directors, Executive Officers, Promoters and Control
            Persons; Compliance with Section 16(a) of the Exchange Act. . . . 19
ITEM  10    Executive  Compensation . . . . . . . . . . . . . . . . . . . . . 22
ITEM  11    Security Ownership of Certain Beneficial Owners and
            Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
ITEM  12    Certain  Relationships  and  Related  Transactions. . . . . . . . 25
ITEM  13    Exhibits  and  Reports  on  Form  8-K . . . . . . . . . . . . . . 30
ITEM  14    Principal  Accountant  Fees  and  Services. . . . . . . . . . . . 32


                                      * * *
<PAGE>
                                     PART I

ITEM  1  -  DESCRIPTION  OF  BUSINESS
OVERVIEW

LocatePLUS  Holdings  Corporation,  through  itself  and  its  wholly-owned
subsidiaries  LocatePLUS  Corporation,  Worldwide  Information,  Inc., Certifion
Corporation,  Dataphant,  Inc.,  and  Metrigenics,  Inc.,  (collectively,  the
"LocatePLUS  Group"),  are  business-to-business,  business-to-government  and
business-to-consumer  providers  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 , 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.  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.  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
self-screening  for  both  resume  and  online dating services and has filed for
patent protection for both of these services.  In October 2003, our newly formed
wholly-owned subsidiary, Dataphant, Inc. acquired Voice Power Technology through
a merger.  Through this merger, Dataphant now has information on virtually every
land-based  phone  number in the United States and approximately 30% of the cell
phone  numbers  in  the United States.  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.  Metrigenics  has  finished  first  stage testing on matching DNA to
facial  characteristics  and  expects to have first stage products within twelve
months.

INDUSTRY  BACKGROUND

     We  are  a  public  information  provider.  Users  of  our 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  the detection of fraud and the prevention of crime and terrorism.
Additional users, such as large businesses, have increasingly availed themselves
of  our  information  services  in connection with their identity validation and
other  business  decisions.

     Non-traditional  users,  such  as  individuals using job search and on-line
dating  service  sites,  have  also  begun  to  avail  themselves  of background
information  in  response  to  concerns  about  identity  theft.

     The  majority  of  the data in the database is publicly available and it is
only  through  our  proprietary  matching  and searching technology that creates
significant  value  to  the  data.  Examples  of  such  public  data  include:

-  names  and  addresses          -  property  ownership
-  aliases                        -  bankruptcies
-  nationwide  court  records     -  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  that  wish  to  use  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

                                      1

<PAGE>

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, law firms, insurance
underwriting,  fraud  investigation, private equity funds, private investigation
and  financial  institutions.  We  believe  that we will be able to compete with
comparable  services  based  upon  the  pricing  of  our services and based upon
certain  technical  advantages incorporated in our systems.  We have proprietary
matching  and  searching  capabilities  that  give  us  an  advantage  over  our
competitors.  In  addition,  we  acquired the technology to gather virtually all
the  landline phone numbers and 30% of cell phone numbers through our VPT merger
which  no  known competitors have.  To date, our products have primarily focused
on  the  United  States  market.  With  the  recent  formation of Metrigenics, a
research  and development company, we are expanding into products with worldwide
applicability.  Metrigenics  is  working on the development of matching DNA with
facial  characteristics.  With  the success of early trials, it is expected that
first  stage  products  could  be  seen  as  early  as  twelve  months.

OUR  TARGET  MARKET  AND  SCREENING  OF  USERS

     Our products have historically 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:

-  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);
-  detection  of  fraud;
-  "skip tracing" (i.e., the location of debtors and individuals in violation of
   parole  or  bail  restrictions);
-  background  checks;
-  legal  due  diligence;  and
-  Identity  self  certification
-  Private  security
-  risk  management.

Certifion  offers  data  for  self-certification purposes in connection with job
search  and  Internet  dating  services  and has provided an addition channel in
which  to distribute the same data developed by LocatePLUS.  Our LocatePLUS  and
Worldwide  Information  products  are  generally  marketed  and  sold  only  to
pre-screened  business and government end users.  Before obtaining access to our
LocatePLUS  database or our Worldwide Information  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.

To  prevent the misuse of our data, we have adopted a three-tier security schema
for  our  LocatePLUS  Group  products.  We  believe  that  we lead the market in
protecting  access to our data.  With recent challenges in the industry relating
to  data  access,  we  have  been  ahead  of the curve in adopting a schema that
restricts  the  most sensitive data.  Our groups are classified in the following
manner.


                                      2

<PAGE>

LEVEL          INDUSTRY USERS          SAMPLE DATASETS AVAILABLE TO USERS

                                       Names, Addresses and Phone Numbers
I            General Business          Past Residences, Neighbors and Affiliates
                                       Real Property

             Private Investigators     Level I Data, plus:
             Insurance                 Liens and Judgments
II           Attorneys/Law Firms       Drivers' Records
             Government                Certain Motor Vehicle Records
             Corporate Security

                                       Level I and II Data, plus:
III          Law Enforcement           Comprehensive Criminal Records
                                       Restricted Motor Vehicle Records
                                       Certain Credit Reporting Data



As  we  move forward, we expect to further define user groups and data available
to  those groups.  We expect to roll out a new version of our search engine that
allows  us  to  do  just  that  by  year  end.

LOCATEPLUS

     We  launched  our  LocatePLUS  Internet site in March 2000.  Our LocatePLUS
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
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).

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

-  real  estate  records
-  names  and  addresses                  -  prior  residences
-  aliases                                -  recorded  bankruptcies
-  dates  of  birth                       -  liens
-  Social  Security  numbers              -  motor  vehicle  records
-  driver's  license  information         -  certain  death  records
-  residential  address  information      -  phone numbers
    (including dates of residence)
-  certain  criminal  arrest, conviction  -  vessel registrations
     and incarceration records

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

-  certain hunting and fishing licenses    -  certain professional licenses
-  certain facial image files              -  certain  fingerprint  files
-  certain gun licenses                    -  Federal Aviation 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  product  at  all.


                                      3

<PAGE>

     We  believe  that  one  of  the  significant  advantages  of our LocatePLUS
product,  in comparison with many products with which we compete, is the ability
of  LocatePLUS  to  "tie"  data  associated with a given individual to produce a
single  report.  Our  LocatePLUS  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.  Another of
the  advantages  that  LocatePLUS  Group is its unlisted and cell phone listings
which  we  believe  no  other  competitor  has.

LOCATEPLUS  ANYWHERE

     We  also  offer  a  version  of  our LocatePLUS  product that is accessible
through wireless personal digital assistants and e-mail capable pagers, which we
refer to as LocatePLUS AnyWhere.  LocatePLUS AnyWhere  was commercially launched
in  mid-December  2002.  This  product  is  being  marketed  primarily  to  law
enforcement.  The  product  is  sold  on  a  subscription  fee basis, permitting
unlimited access to our LocatePLUS database for a flat monthly fee provided that
that  the  user  agrees to a fixed term commitment.  As of December 31, 2004, we
had  realized  only  nominal  revenue  from  this  product.

WORLDWIDE  INFORMATION

     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  .  Our Worldwide Information  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  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, 2004, there were approximately 2,500 pre-screened purchasers
of  our  Worldwide  Information  CD-ROM  product.

ENTERSECT

     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  it  provides self-screening for both resume and online dating
services.

DATAPHANT

In  October  2003,  Voice  Power  Technology  merged  into  our  newly  formed
wholly-owned subsidiary, Dataphant, Inc.  Through this merger, Dataphant now has
information  on virtually every land-based phone number in the United States and
approximately  30%  of  the cell phone numbers in the United States.  We believe
that  we are the only company that has this information.  The Dataphant data has
been  integrated  into  both  LocatePLUS  and  Worldwide  Information  products.
Currently  the only distribution of this data is through the other subsidiaries.


                                      4

<PAGE>

METRIGENICS
  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.  Metrigenics has
finished  first  stage  testing  on  matching  DNA to facial characteristics and
expects  to  have  first  stage  products  within  twelve  months.

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.  More  recently,  congress has been addressing the access to public
data  such as ours.  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 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  product  and  through  the  mail  in  the case of our Worldwide
Information  CD-ROM)  and through "channel partner" arrangements, by which third
parties access our databases in consideration for a royalty.  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 several channel partnerships.  For the year ending
December  31,  2004,  we  have  recognized  revenue  of  $  1,028,650  on  these
agreements.

COMPETITION

     Current  competitors for our LocatePLUS  and Entersect include 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.


                                      5

<PAGE>


Our  Worldwide  Information  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  product.

EMPLOYEES

     As of December 31, 2004, the LocatePLUS Group had 81 employees.  We believe
that  our  relations  with  our  employees  are  good.

ITEM  2  -  DESCRIPTION  OF  PROPERTY
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  $443,000.

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 March 1, 2003, and we are currently a tenant-at-will in this
facility.  Our annual lease payments on that facility in 2004 were approximately
$25,000.  We  are  currently  negotiating to extend this lease to December 2005.

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  rent  of  $3,680).

Certifion  Corporation,  (which  does  business  under the name "Entersect"), is
located  in  Santa  Ana,  California, where it leases approximately 1,900 square
feet  pursuant  to  a  month-to-month lease with current monthly rent of $3,028.

Metrigenics Inc., has access to University office and lab space with no lease or
rental  commitment.  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  as a trademark with the United States
Patent  and  Trademark  Office.  We maintain LOCATEPLUS, WORLDWIDE INFORMATION ,
ENTERSECT  ,  CareerScan , and TrustmeID  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  unique  search  product, "Bull's Eye," that electronically matches database
information  with  current  public  phone  and  utility  information to identify
current  information.  We  also  filed,  through  our  Certifion subsidiary, for
patent  protection  covering  certain  aspects  of  our self-validation products
Career  Screen  and  TrustmeID  .


                                      6

<PAGE>


ITEM  3  -  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 effect our business or
operations,  or  divert  our  critical  resources.

ITEM  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
     No  matters  were  presented  to  stockholders  for  approval,  through
solicitation  or  otherwise,  in  the  fourth  quarter  of  fiscal  year  2004.

                                     PART II
ITEM  5  -  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS
MARKET  INFORMATION

     We  have  three  securities  that  began  trading  on  the Over the Counter
Bulletin  Board  on  December  12,  2002:
-     shares  of  our  Class  A  Voting Common Stock are quoted under the symbol
"LPLHA";

-     shares  of our Class B Non-Voting Common Stock are quoted under the symbol
"LPLHB";  and

-     our  public  warrants  (redeemable  warrants  to purchase one share of our
Class  A  Voting  Common  Stock  with  an exercise price of $0.50 per share) are
quoted  under  the  symbol  "LPLHW".

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  in  December  2002.

<TABLE>
<CAPTION>



           Q4 2002(1)    Q1 2003(2)    Q2 2003(3)    Q3 2003(4)    Q4 2003(5)    Q1 2004(6)    Q2 2004(7)    Q3 2004(8)
          ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
          HIGH    LOW   HIGH    LOW   HIGH    LOW   HIGH    LOW   HIGH    LOW   HIGH    LOW   HIGH    LOW   HIGH    LOW
          -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----
<S>       <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
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    0.39  0.25
          -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----
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    0.38  0.22
--------  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----
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    0.13  0.04
--------  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----


           Q4 2004(9)
          ------------
           HIGH   LOW
          -----  -----
<S>       <C>  <C>
LPLHA.OB   0.37  0.25
          -----  -----
LPLHB.OB   0.32  0.21
--------  -----  -----
LPLHW.OB   0.12  0.05
--------  -----  -----
</TABLE>


     (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.
     (8)     The  three  months  ended  September  30,  2004.
     (9)     The  three  months  ended  December  31,  2004.

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

HOLDERS
     As  of  March  31,  2005  there  were:

-     approximately  340  holders  of record of our Class A Voting Common Stock,
-     approximately  312  holders  of  record  of  our Class B Non-Voting Common
Stock,  and
-     approximately  140  holders  of  record  of  our  public  warrants.

DIVIDENDS

     We  have  never  declared or paid dividends on our Common Stock.  We do not
anticipate  that  we  will  declare  or pay dividends in the foreseeable future.


                                      7

<PAGE>


SECURITIES  AUTHORIZED  FOR  ISSUANCE  UNDER  EQUITY  COMPENSATION  PLANS

     The following table reflects equity compensation granted or issued by us as
of  December  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.

<TABLE>
<CAPTION>



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

<S>                        <C>                    <C>                 <C>
EQUITY COMPENSATION PLANS
APPROVED BY SECURITY
HOLDERS:
Class A Voting
Common Stock. . . . . . .             29,541,304  $             0.69             5,018,534
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. . . . . . .              5,275,989  $             0.31                   N/A
Class B Non-voting
Common Stock. . . . . . .             10,735,875  $             0.21                   N/A
-------------------------  ---------------------  ------------------  --------------------
TOTAL:
Class A Voting
Common Stock. . . . . . .             34,817,293  $             0.63                   N/A
Class B Non-voting
Common Stock. . . . . . .             16,435,875  $             0.21                   N/A
-------------------------  ---------------------  ------------------  --------------------
</TABLE>



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

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

-     From  November  1999  to December 31, 2003, we granted options to purchase
28,347,716  shares  of  both  classes of our Common Stock (Class A Voting Common
Stock and Class B Non-Voting) to 79 employees and consultants under the terms of
our  Incentive  and  Non-qualified Stock Option Plan. These options have varying
exercise  prices.  Of  these  options  to purchase 28,347,716 shares, options to
purchase  1,419,450  shares  of  Common  Stock  have  been  exercised  by eleven
employees  and  consultants  and  options to purchase 1,452,500 shares of Common
Stock have been canceled by employees who terminated their employment. The offer
and  sale of these securities were exempt from registration under the Securities
Act  pursuant  to  Rules  701  and  506  promulgated  thereunder.

-     In  April  2001,  we  made  a  non-transferable  offer  to  our accredited
stockholders  to  sell  three  shares of our 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, we sold approximately 31.6 million shares
of  Class  B  Non-voting  Common Stock to 270 of our stockholders. 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.

-     At  various  times  from  November  17,  2000 to March 12, 2002, we issued
warrants  to  purchase  an  aggregate of 537,902 shares of Class A Voting Common
Stock  to  11 accredited investors serving as consultants  and to members of our
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  Rule  506  and  508  promulgated thereunder, as we received
representations  from  all


                                      8

<PAGE>


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.

-     From  August  2001  to  April  2002,  we  issued  warrants  to purchase an
aggregate  of  3,272,455  shares  of  Class  B  Non-Voting  Common  Stock  to 17
accredited consultants and to members of our 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 Rule 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.

-     From  September  2001 through February 13, 2002, we sold 20,421,510 shares
of Class B Non-voting Common Stock to 175 accredited investors (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.

-     On  August 27, 2002, we 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 was exempt from registration under the Securities
Act  under  the  provisions  of Rule 506 and Rule 508 promulgated thereunder, as
both  recipients  are  accredited  and  no  general solicitation was undertaken.

-     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 was exempt from
registration  under the Securities Act under the provisions of Rule 506 and Rule
508  promulgated  thereunder,  as  both recipients are accredited and no general
solicitation  was  undertaken.

-     On  March 28, 2003, we issued warrants to purchase 105,000 shares of Class
B Non-voting Common Stock to three members of our Board of Directors pursuant to
our  Non-employee  Director  Stock  Option  Policy.  The offer and sale of these
securities  was  exempt  from  registration  under  the Securities Act under the
provisions of Rule 506 and Rule 508 promulgated thereunder, as the recipient was
accredited  and  no  general  solicitation  was  undertaken.

-     During  2003, we issued various eighteen month term notes with proceeds to
us  of  $1.6  million,  net  of  issuance costs. These notes provided for simple
interest ranging from 10% to 12% per annum.  These notes included  with ten year
fully  vested  detatchable warrants to purchase an aggregate of 2,500,000 shares
of  Class  B  Non-Voting  Common Stock with a weighted average exercise price of
$0.14.  The  offer  and  sale  of  these securities was exempt from registration
under  the  Securities  Act  under  the  provisions  of  Rule  506  and Rule 508
promulgated  thereunder,  as  the  recipient  was  accredited  and  no  general
solicitation  was  undertaken.

-     During  2003,  we  received  $398,000  by issuing units at $0.16 per unit.
Each  unit  consisted  of one share of Class A Voting Common Stock and a warrant
which  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 warrant without
any  cash  payment.  The  offer  and  sale  of  these  securities


                                      9

<PAGE>


was  exempt  from  registration under the Securities Act under the provisions of
Rule  506  and  Rule 508 promulgated thereunder, as the recipient was accredited
and  no  general  solicitation  was  undertaken.

-     During  June  2003,  we  issued  2,500,000 shares of Class A Voting Common
Stock  to  one investor and 125,000 shares of Class B Non-Voting Common Stock to
three  different  investors.  The offer and sale of these securities were exempt
from  registration under the Securities Act under the provisions of Rule 506 and
Rule  508 promulgated thereunder, as the recipient was accredited and no general
solicitation  was  undertaken.

-     During  August we canceled a put we issued to one investor, which provided
that  the  Company, subject to certain limitations, may sell up to $5 million in
shares  of  Class A Voting Common Stock.  We subsequently entered into a similar
put  with  the same investor which provided that the Company, 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 was exempt from registration under the
Securities  Act  under  the  provisions  of  Rule  506  and Rule 508 promulgated
thereunder,  as  the  recipient  was  accredited and no general solicitation was
undertaken.

-     During  June  2004,  we  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.  The offer and sale of these securities was
exempt  from  registration under the Securities Act under the provisions of Rule
506  and Rule 508 promulgated thereunder, as the recipient was accredited and no
general  solicitation  was  undertaken.

-     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.  On November 30, 2004, this note was amended to
increase  the principal amount to $4,000,000 and add an additional warrant.  The
terms,  as  amended,  allow for this note to covert into 6,666,667 shares of our
Class  A  Voting  Common Stock at a fixed conversion rate of $0.30 per share and
5,000,000  shares  of our Class A Voting Common Stock at a fixed conversion rate
of  $0.40  per  share.  One 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, and the additional Warrant provides for the
purchase  of  up  to  650,000 shares of Class A Common Stock at a price of $0.35
each,  subject to customary adjustments, until November 30, 2009.  Therefore, an
aggregate  of  13,636,667  shares  of  Class  A  Common  Stock are issuable upon
conversion  of the Note and exercise of the Warrant.  If the price of the common
stock  is  not  above  the conversion prices when the payments are due, the note
must be paid back in cash.  At December 31, 2004 the remaining principal balance
was  $2,727,272.73  that  is  convertible  into  10,757,575  shares.

SMALL  BUSINESS  ISSUER  PURCHASES  OF  EQUITY  SECURITIES

     We  did  not  repurchase  any  of  our  securities  during  2004.



                                      10

<PAGE>



ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS
                     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 "Selected Financial
Data"  and  our  consolidated  financial  statements  and related notes included
elsewhere  in  this  Annual  Report.  This  discussion  and  analysis  contains
forward-looking  statements  that  involve risks, uncertainties and assumptions.
Our  actual  results  may  differ  materially  from  those  anticipated in these
forward-looking  statements  because  of  certain  factors,  including,  but not
limited  to,  those  presented  below.

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.

     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  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.  We  have  also  sought patent
protection  with  respect  to  aspects  of  our  marking  and  search technology
(referred  to  as  our  "Bull's  Eye" feature) and aspects of our CareerScan and
TrustmeID  products.


                                      11

<PAGE>


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  additing, 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.  We expect this change will increase
annual  billings  by  at  least  $1M  per  year.

     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
the  related  data  providers.  In  2004  and  2003,  we recorded $2,595,931 and
$1,738,849,  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, 2004.  As of December 31, 2004,
we  had  notes  payable  (current  and  long-term)  totaling  $5,274,548.


                                      12

<PAGE>


We  have  incurred  significant net losses since our inception.  We incurred net
losses  of  approximately  $4.4  million  in 2003 and $7.3 million in 2004.  Our
accumulated  deficit  as  December  31,  2004 was approximately $30 million.  We
raised  approximately  $3.8  million  from  sales  of our equity during 2004 and
approximately  $4.0  million  from  the issuance of notes payable.  Our ultimate
success  is  still  dependent upon our ability to secure additional financing to
meet  our  working capital and ongoing project development needs.  We anticipate
that  we  will increase our sales and marketing, product development and general
and  administrative  expenses  during  2005  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,  the  we  issued  a  put to one investor through an equity
agreement, which 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  the  Company's 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,  we  sold  11,309,478  shares  for a total
$3,962,926  in  net  proceeds  from the investor through December 31, 2004.  The
remaining  amount  available  under the put at December 31, 2004 was $1,037,074.
Subsequent to year-end, the Company has issued an additional 1,204,442 shares of
the  Company's  Class  A  Voting common stock to this investor, resulting in net
proceeds  to  the  Company  of  approximately  $256,191.

RESULTS  OF  OPERATIONS

     YEAR  ENDED  DECEMBER  31,  2004  COMPARED  TO YEAR ENDED DECEMBER 31, 2003


     REVENUES.  Revenue  from  our  Worldwide  InformationTM  CD-ROM  product
increased to $550,923 for the year ended December 31, 2004 from $478,278 for the
year  ended December 31, 2003, an increase of 15.2%.  The increase was due to an
increase  in  customers  in  2004  from  2003.  Revenue  from our LocatePLUS and
Entersect products, increased to $4,107,714 for the year ended December 31, 2004
as  compared  to $2,543,581 for the year ended December 31, 2003, an increase of
61.5%.  Approximately  $270,000  of  this  increase,  or  10.6%,  was due to the
implementation  of  a  minimum usage fee charged to LocatePLUS' online customers
effective  November  2004, which had the effect of increasing usage.  Management
believes  that  the  contribution  of  the  minimum  fee to overall revenue will
decrease  in  the  future  as  users  increase  usage  in excess of the minimum.
Additionally, approximately $473,000 of the increase, or 18.6% was due to a full
year  of  revenue  for  Entersect  versus  three  months in 2003.  The remaining
$821,000  increase,  or  32.3%  was due to the increase in LocatePLUS' customers
from  14,184  at  December  31,  2003  to  17,632  at December 31, 2004, a 24.3%
increase.  Revenue  from  our  channel  partners increased to $1,028,650 for the
year ended December 31, 2004 as compared to $263,834 for the year ended December
31,  2003  an increase of 289.9%.  The increase is attributed to the addition of
new channel partners and additional sales to existing channel partners.  As part
of  deploying  channel  partner  agreements, we occasionally provide engineering
services.  In  2004 we recognized $562,200 in engineering revenue as compared to
$105,667  recognized  in  2003  an  increase  of  432%.  These  services are not
recurring  and  are dependent on customer needs.  We recognized wireless revenue
of $13,095 in 2004 as compared to $7,417 in 2003, an increase of 76%.  We expect
online,  wireless,  and  channel  revenue  to  increase and CD-ROM revenue to be
stable  during  the  next  twelve  months.

Costs  of  revenues.  For the year ended December 31, 2004, our costs of revenue
for  Worldwide  InformationTM  were  $96,683 as compared to $91,775 for the year
ended  December  31,  2003.  Data cost are relatively fixed even as revenue from
the  product  increases,  no marked increase in costs is realized.  For the year
ended  December  31,  2004, our costs of revenue associated with LocatePLUS  and
channel  partner  sales  were $3,652,714, as compared to $2,606,875 for the year
ended  December  31,  2003,  an  increase  of  40%.  This  increase is primarily
attributable  to  costs associated with the acquisition of new data sets.  Costs
of  revenues  are  expected to stabilize at about $3.5 million annually, as that
amount  represents  the  cost for the required data sets.  As revenue increases,
costs  of  revenue  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, 2004 were $1,900,984, as compared to $1,049,381for the year
ended  December  31,  2003,  an increase of approximately 81%.  This increase in
expenses  is  attributable  primarily to an increase in our marketing activities
for our Entersect product, additional direct marketing performed in 2004, and an
increase  in  our


                                      13

<PAGE>


sales  force.  We expect selling and marketing expense to increase over the next
twelve  months  as  we  focus  greater  efforts  on  increasing  revenue.

     General  and  administrative expenses.  General and administrative expenses
for  the  year ended December 31, 2004 were $6,467,306 as compared to $3,804,200
for  the  year  ended  December  31,  2003, a increase of 70%.  This increase is
attributable  primarily  to  four  cost  groups.  The largest group is a cost we
don't  expect to continue at the same level, legal and investor relations.  This
group accounted for approximately $820,000 of the increase.  Some, if not all of
these  expenditures  are  either  discretionary  of for items we don't expect to
continue.  The  second  group  is  employee  expenditures,  which  we  expect to
continue,  as  most  relates  to  the build up of customer service.  These costs
account  for approximately $350,000 of the increase.  The third cost increase is
associated with the non-compete agreement amortization associated with the Voice
Power acquisition.  This is a non-cash expense that will be completely amortized
in October 2005.  The amount of the increase associated with the amortization is
approximately  $140,000.  The  final  group is expense associated with equipment
lease  terminations.  This  group  accounted  for  approximately  $75,000 of the
increase.  We  anticipate  general  and administrative expenses to decrease over
the  next  twelve  months.

Research  and  development  expenses.  Research and development expenses for the
year  ended  December  31,  2004  were $316,941.  These expenses are a result of
investigation  of  new  biometric  data  products  through  the  creation  of
Metrigenics.  We  anticipate  these  expenses will continue and increase for the
foreseeable  future.

Interest  income.  Interest  income  increased  to  $159,461  for the year ended
December  31,  2004,  from  $137,253 for the year ended December 31, 2003.  This
decrease  is  attributable to interest earned on a certain notes issued to us in
2003,  of  which  $838,508  of principal remained outstanding as of December 31,
2003,  and  as of December 31, 2004, approximately $454,000 on this loan remains
outstanding.

     Interest  expense.  Interest  expense  increased  to  $940,410 for the year
ended  December 31, 2004, from $686,315 for the year ended December 31, 2003, an
increase of 37%.  This increase is attributable to notes payable issued in 2004.

     Other  Income.  Other  income  decreased  to  $30,280  for  the  year ended
December 31, 2004, from $40,605 for the year ended December 31, 2003, a decrease
of  25%.

LIQUIDITY  AND  CAPITAL  RESOURCES

     From  our  incorporation  in  1996  through  December  31,  2004, we raised
approximately  $31  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  December  31,  2004,  our  cash  and cash equivalents totaled $1,186,939

     During  2004,  we  used  approximately $5.4 million in operating activities
principally  to  fund  our  net  losses.

During  2002,  we  loaned  $1.0  million  to  Andover  Secure Resources, Inc, an
unaffiliated  third  party  leasing  company, due to the favorable terms of this
loan.  As  of  December  31,  2004, approximately $454,000 on this loan remained
outstanding.

     During  2003,  we  received $1.6 million, net of issuance costs, by issuing
subordinated  promissory  notes bearing simple interest ranging from 10% and 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.


                                      14

<PAGE>


  We  raised approximately $3.8 million from sales of our equity during 2004 and
approximately  $4.0  million  from  the issuance of notes payable.  Our ultimate
success  is  still  dependent upon our ability to secure additional financing to
meet  our  working capital and ongoing project development needs.  We anticipate
that  we  will increase our sales and marketing, product development and general
and  administrative  expenses  during  2005  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.  Pursuant to a certain put, we sold 11,309,478 shares for
a  total $3,962,926 in net proceeds from the investor through December 31, 2004.
The  remaining  amount  available  under  the  put  at  December  31,  2004  was
$1,037,074.  Subsequent  to  year-end,  the  Company  has  issued  an additional
1,204,442  shares of the Company's Class A Voting common stock to this investor,
resulting  in  net  proceeds  to  the  Company  of  approximately  $256,191.
Management's  plans  include  increasing  sales,  expanding  infrastructure, and
hiring  additional  staff.  To accomplish this, we intend to identify sources of
additional  capital  and  seek  funding  from  such  sources.

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 us in the principal amount of $3,000,000
due  June  17,  2007  (the  "Note"),  and  a  common stock purchase warrant (the
"Warrant").  On  November  30,  2004,  this  note  was  amended  to increase the
principal  amount  to  $4,000,000  and add an additional warrant.  The terms, as
amended,  allow  for  this  note  to covert into 6,666,667 shares of our Class A
Voting  Common Stock at a fixed conversion rate of $0.30 per share and 5,000,000
shares  of  our  Class A Voting Common Stock at a fixed conversion rate of $0.40
per  share.  One  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, and the additional Warrant provides for the purchase of up
to  650,000  shares of Class A Common Stock at a price of $0.35 each, subject to
customary  adjustments,  until  November  30,  2009.

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  $476,292  and $579,419 during 2004 and 2003, respectively.  This decrease is
due  to  renegotiations  of  the  rental  rates.

     CAPITAL  LEASES

     Through  December  31,  2004,  we  entered into certain long-term equipment
lease  agreements.  These agreements are classified as capital leases and expire
in  2007.  Future minimum lease payments under our non-cancelable capital leases
total  $915,159.

     LICENSE  AGREEMENTS

     We have entered into various data acquisition agreements under which we are
required  to  make  minimum  payments  totaling  $2,751,083  through  2006.

The  following  represents the contractual obligation and commercial commitments
as  of  December  31,  2004.

<TABLE>
<CAPTION>


                                                    Payments Due by Period
                                  ---------------------------------------------------------
                                      TOTAL     LESS THAN     1-3         3-5     MORE THAN
CONTRACTUAL OBLIGATIONS                           1 YEAR      YEARS       YEARS     5 YEARS
<S>                               <C>         <C>         <C>         <C>       <C>
Long-Term Debt including current  $5,473,918  $3,006,195  $2,462,860  $  4,863  $         -
Capital Leases . . . . . . . . .     915,159     638,467     256,692         -            -
Operating Leases . . . . . . . .   1,048,406     487,249     554,849     6,308            -
License Agreements . . . . . . .     637,755     637,755           -                      -
                                  ----------  ----------  ----------  --------   ----------
Total. . . . . . . . . . . . . .  $8,075,238  $4,879,666  $3,274,401  $ 11,171  $         -
                                  ----------  ----------  ----------  --------   ----------
</TABLE>





                                      15

<PAGE>


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.  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 Annual Report.  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 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.  This  note  was  repaid  January  2004.


NON-EMPLOYEE  DIRECTORS  STOCK  OPTION  POLICY

On  March  28,  2003,  and  pursuant to our Non-employee Directors' Stock Option
Policy,  we granted warrants to purchase an aggregate of 105,000 shares of Class
B  Non-voting  Common  Stock,  with  an exercise price of $0.15, to three of our
Directors  (Robert  Kite,  John  Houlihan,  and  Thomas  Garlock).

On  November  3,  2003, and pursuant to our Non-employee Directors' Stock Option
Policy, we granted options to purchase an aggregate of 500,000 shares of Class B
Non-voting  Common Stock, with an exercise price of $0.20, and paid an aggregate
of  $50,000 to five of our Directors (Messrs. Kite, Houlihan and Garlock, Gerard
Scalley  and  Thomas  Murphy).

In May 2004, and pursuant to our Non-employee Directors' Stock Option Policy, we
granted  options  to purchase an aggregate of 5,000,000 shares of Class A Voting
Common  Stock, with an exercise price of $1.50 to five of our Directors (Messrs.
Kite,  Houlihan  and  Garlock,  Gerard  Scalley  and  Thomas  Murphy).

     USE  OF  OUR  ASSETS

     Certain  of  our  executives  are  allowed  use  of company owned or leased
vehicles  for both business and personal purposes.  The owned vehicles have been
capitalized  as assets of the Company, totaling $ 122,393.00  as of December 31,
2004.


                                      16

<PAGE>


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, Mr. Jon Latorella and Robert A.
Goddard.  Although  the  notes  were  due  January 3, 2010, their 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 have been expensing
the  principal  of the notes on a monthly basis and in 2004 and 2003, recognized
$0  and  $9,722  of  amortization  expense respectively on notes receivable from
related  parties.  Additionally,  we  have  accrued approximately $0 in 2004 and
$6,701  in  2003  relating  to an estimate of their tax liability expected 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 the Company on March 31, 2003.  Both were
paid  their  tax  equalization  payment  in  2004.

RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS
          In  December  2004,  the  FASB  issued  SFAS  No.  153,  "Exchanges of
Nonmonetary  Assets,  an  amendment  of APB Opinion No. 29." APB Opinion No. 29,
"Accounting  for  Nonmonetary  Transactions,"  is  based  on  the principle that
exchanges  of  nonmonetary  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  nonmonetary  exchanges  of  similar
productive  assets  and  replaces  it  with  a  general  exception to fair value
accounting  for  nonmonetary  exchanges that do not have commercial substance. A
nonmonetary  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  nonmonetary  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.

     In  December  2004,  the  FASB issued SFAS No. 123R, "Share-Based Payment."
SFAS  No.  123R  requires  employee  stock options and rights to purchase shares
under stock participation plans to be accounted for under the fair value method,
and  eliminates the ability to account for these instruments under the intrinsic
value  method  prescribed  by APB Opinion No. 25, and allowed under the original
provisions  of SFAS No. 123. SFAS No. 123R requires the use of an option pricing
model  for estimating fair value, which is amortized to expense over the service
periods.  The  requirements  of  SFAS  No. 123R are effective for fiscal periods
beginning after June 15, 2005. If the company had applied the provisions of SFAS
No.  123R  to  the financial statements for the period ending December 31, 2004,
net  income would have been reduced by approximately $1.4 million. SFAS No. 123R
allows  for  either  prospective  recognition  of  compensation  expense  or
retrospective  recognition,  which  may be back to the original issuance of SFAS
No.  123  or  only  to  interim  periods in the year of adoption. The Company is
currently  evaluating  these  transition  methods.

     In  October  2004,  the  FASB  ratified  the  EITF consensus on Issue 04-1,
Accounting  for  Preexisting  Relationships  between  the  Parties to a Business
Combination.  This  consensus  describes  the  accounting  for the settlement of
preexisting relationships and the re-acquisition of certain rights in a business
combination. This consensus was effective for the fourth quarter of 2004 and was
adopted  by  the  Company in that quarter. This adoption did not have a material
effect on the Company's results of operations, cash flows or financial position,
but  may  impact  future  transactions.
OFF-BALANCE-SHEET  ARRANGEMENTS

     The Company has no off-balance-sheet arrangements currently in effect or in
effect during the year ended December 31, 2004, 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  7  -  FINANCIAL  STATEMENTS
     Our financial statements as of and for the twelve months ended December 31,
2004  are  set forth in the section of this Annual Report beginning on page F-1.


                                      17

<PAGE>


ITEM  8  -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE
On  December  13,  2004,  the audit committee of LocatePLUS Holdings Corporation
(the  "Company")  received a letter of resignation dated December 10, 2004, from
the  Company's  independent accountants, Carlin, Charron, and Rosen, LLP. (CCR).

Except  as  described  in  the  following  sentence,  the  reports of CCR on the
financial  statements of the Company for either of the past two fiscal years did
not  contain any adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles.  The report
of  CCR  on  the  financial  statements of the Company for the fiscal year ended
December  31,  2003  was  modified  to  express  substantial doubt regarding the
Company's  ability  to  continue  as  a  going  concern.

In  addition,  during  the  Company's  two  most recent fiscal years and through
December  13,  2004,  there  was  no  disagreement  with  CCR  on  any matter of
accounting  principles or practices, financial statement disclosure, or auditing
scope  or  procedure, which disagreement, if not resolved to the satisfaction of
CCR, would have caused CCR to make reference to the subject of that disagreement
in  its  reports on the Company's financial statements for those fiscal periods.

The letter of CCR, attached as Exhibit 16.1 to the 8-K filed with eth Securities
and  Exchange  Commission on December 17, 2004, was the initial contact from CCR
regarding  the concerns addressed therein.  Since that time, the Company's audit
committee  of  the  board of directors has addressed all issues in their letter.

Pursuant  to  Item  304(a)(3) of Regulation S-K, the Company provided CCR with a
copy of this disclosure and requested that CCR as promptly as possible furnish a
letter  addressed  to  the Commission stating whether or not CCR agrees with the
statements  of  the  Company  set  forth  in  the  December  17,  2004,  8-K.

A  letter from CCR with respect to this matter was filed with the Securities and
Exchange  Commission  on  Form  8-K  on  January  21,  2005.

On February 8, 2005, Livingston & Haynes, P.C. ("Livingston") was engaged as the
Company's  new  independent accountants. During the two most recent fiscal years
and  the  interim period preceding the engagement of Livingston, the Company has
not  consulted  with  Livingston  regarding  either:  (i)  the  application  of
accounting  principles to a specified transaction, either completed or proposed;
or  the  type of audit opinion that might be rendered on the Company's financial
statements,  and  either  a  written  report  or oral advice was provided to the
Company  by  Livingston  that  Livingston  concluded  was  an  important  factor
considered by the Company in reaching a decision as to the accounting, auditing,
or  financial reporting issue; or (ii) any matter that was either the subject of
a  "disagreement"  or  a  reportable  event,  as  those  terms  are used in Item
304(a)(1)(iv)  of  Regulation  S-B  and  the related instructions to Item 304 of
Regulation  S-B.

ITEM  8A  -  CONTROLS  AND  PROCEDURES


In  accordance  with  Securities Exchange Act of 1934 (the "Exchange Act"),Rules
13a - 15(e) and 15d - 15(e), we carried out an evaluation, under the supervision
and  with  the  participation of the Chief Executive Officer and Chief Financial
Officer, as well as other key members of our management, of the effectiveness of
our  disclosure controls and procedures as of a date within 90 days prior to the
filing  of  this  report. Under the direction of our Chief Executive Officer and
Chief Financial Officer, we evaluated our disclosure controls and procedures and
internal  control over financial reporting, and initially concluded that (i) our
disclosure  controls  and  procedures  were effective to ensure that information
required  to  be  disclosed  by  us  in reports that we file or submit under the
Exchange  Act  is  recorded,  processed, summarized and reported within the time
periods  specified  in Securities and Exchange Commission rules and forms and is
accumulated  and  communicated  to our management, including our Chief Executive
Officer  and  Chief  Financial Officer, as appropriate to allow timely decisions
regarding  required  disclosure,  and  (ii)  no  change in internal control over
financial  reporting  occurred  during the year ended December 31, 2004 that has
materially affected, or is reasonably likely to materially affect, such internal
control  over  financial  reporting.  However,  subsequent  to
the initial filing of this report, information was brought to our attention that
these  disclosure  controls  and procedures were not effective. Specifically, we
discovered  that  we  failed  to  file  Current  Reports on Form 8-K required in
connection with certain of our press releases.  We have since filed the required
Forms 8-K.  Our management has reevaluated the Company's disclosure controls and
procedures  in  light  of this information and has made changes to these systems
where  necessary,  including  the  establishment  of a procedure whereby we will
engage outside counsel to review any materials that may trigger an obligation to
file  reports  required  by  the  Exchange Act prior to the publication of those
materials.




                                      18

<PAGE>


                                    PART III
ITEM  9  -  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT
The  following  table  sets  forth  specific information regarding our executive
officers  and  directors  as  of  December  31,  2004.

<TABLE>
<CAPTION>

DIRECTORS             AGE                 POSITIONS
--------------------  ---  -----------------------------------------
<S>                   <C>  <C>
Jon R. Latorella . .   41  Chairman of the Board, President
                           and Chief Executive Officer
Sonia P. Bejjani . .   36  Director; President-Worldwide
                           Information, Inc.
James C. Fields. . .   37  Vice President of Finance, Treasurer and
                           Secretary, Acting Chief Financial Officer
Thomas Garlock(1). .   48  Director
John P. Houlihan (1)   59  Director
Robert H. Kite(1). .   50  Director
Thomas E. Murphy(2).   46  Director
Gerard Scalley(2). .   49  Director
</TABLE>


(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.


     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.


                                      19

<PAGE>



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  was  employed  by  Oftring  &  Company,  Inc.,  a registered
broker-dealer  located  in Worcester, Massachusetts, from 1989 to 2004, 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.



                                      20

<PAGE>


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.

SECTION  16  COMPLIANCE

     Section  16(a) of the Securities Exchange Act of 1934 requires our officers
and  directors,  and  persons who own more than 10% of a registered class of our
equity  securities,  to  file reports of ownership and changes in ownership with
the Securities and Exchange Commission. Officers, directors and greater than 10%
beneficial  owners are required to furnish us with copies of all forms they file
pursuant  to  Section  16(a).
     On  May  19,  2004,  Mr.  Scalley,  Mr. Murphy, Mr. Kite, Mr. Houlihan, Mr.
Garlock,  Mr.  Latorella,  Mr.  Latorella,  and  Ms. Bejjani were each issued an
option  to  purchase  1,000,000  shares  of  Class A Voting Common Stock with an
exercise  price  of $1.50.  None of the above filed a Form 4 in a timely fashion
as  required  by  Section  16(a).

On  May 19, 2004,, Mr. Latorella was issued options to purchase 2,500,000 shares
of  Class A Voting Common Stock with an exercise price of $0.39 .  Mr. Latorella
did  not  file  a  Form  4  in  a  timely  fashion as required by Section 16(a).

On  May  19, 2004, Mr. Fields was issued options to purchase 1,000,000 shares of
Class A Voting Common Stock with an exercise price of $0.39.  Mr. Fields did not
file  a  Form  4  in  a  timely  fashion  as  required  by  Section  16(a).
     Except as set forth in the proceeding paragraph, and based solely on review
of  the  copies of such reports furnished to us and written representations from
reporting  persons  that  no  other reports were required, to our knowledge, all
such  persons  complied  with  all  of  the  Section  16(a)  filing requirements
applicable  to  them  with  respect  to  2004.

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.


                                      21

<PAGE>


CODE  OF  ETHICS

     The  Company  adopted  a  Code  of  Ethics  at  the meeting of the Board of
Directors  held  May  2004.

ITEM  10  -  EXECUTIVE  COMPENSATION
     The  following  table  sets  forth,  for  2004,  2003  and  2002,  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, 2004, 2003 and 2002
exceeded  $100,000  (the  "Named  Executive  Officers").

<TABLE>
<CAPTION>



                                                       SECURITIES
NAME AND                                               UNDERLYING     ALL OTHER
PRINCIPAL                 YEAR    SALARY     BONUS      OPTIONS     COMPENSATION
POSITION                           ($)        ($)         (#)            ($)
------------------------  ----  ----------  --------  ------------  -------------
<S>                       <C>   <C>         <C>       <C>           <C>
JON R. LATORELLA . . . .  2004  193,955(1)   100,000  3,500,000(2)      15,000(3)
President and. . . . . .  2003   58.209(1)         -  9,350,000(2)      13,200(3)
Chief Executive Officer.  2002   50,100(1)         -            -       13,200(3)

JAMES C. FIELDS(4) . . .  2004    134,967          -  1,000,000(5)      10,000(8)
Acting Chief Financial .  2003    112,901          -  1,250,000(5)             -
Officer, Treasurer and .  2002    104,160          -            -              -
Secretary. . . . . . . .

ROBERT A. GODDARD(6) . .  2003     61,539          -      250,000              -
Former Chief Financial .  2002    123,658          -            -        8,079(7)
Officer, Treasurer and .
Secretary. . . . . . . .
</TABLE>



(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 $150,000 per annum in October 2003.  Mr. Latorella's salary was
increased  to  $250,000  per  annum  in  June  2004.

(2)     On  May  19,  2004  Mr. Latorella was granted incentive stock options to
purchase 3,500,000 Class A Voting Common Stock with an average exercise price of
$1.41  per  share.  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 company vehicles, the
value  of  which  is  approximately  $1,100  per  month  to  Mr.  Latorella.

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

(5)     On  May  19,  2004,  Mr.  Fields  was granted incentive stock options to
purchase  1,000,000  shares  of  Class A Voting Common Stock with an exercise of
$0.39  per  share,  and in 2003, 1,250,000 shares of Class A Voting Common Stock
with  an  average  exercise  price  of  $0.21  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.


                                      22

<PAGE>


(8)     Beginning  in  April  2004,  Mr.  Fields  was  allowed  the  use  of  a
company-leased  vehicle,  the  value of which is approximately $1,100 per month.

OPTION/SAR  GRANTS  IN  LAST  FISCAL  YEAR

<TABLE>
<CAPTION>



                                        Number Of Secu-    Percent of Total
                                       rities Underlying     Options/SARs      Exercise Of
                                          Options/SARs        Granted To       Base Price    Expiration
Name                                        Granted          Employees In        ($/Sh)         Date
                                              (#)             Fiscal Year
-------------------------------------  ------------------  -----------------  -------------  ----------
<S>                                    <C>                 <C>                <C>            <C>
Jon R. Latorella. . . . . . . . . . .        1,000,000(1)                 6%  $        1.50   5/19/2009
                                       ------------------  -----------------  -------------  ----------
President and Chief Executive Officer        2,500,000(1)                15%  $        0.39   5/19/2009
James C. Fields . . . . . . . . . . .        1,000,000(1)                 6%  $        0.39   5/19/2009
Acting Chief Financial Officer
</TABLE>




(1)     Class  A  Voting  Common  Stock


ITEM  11  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT
     As  of December 31, 2004, we had 96,684,235 shares of Class A Voting Common
Stock  and  73,285,970  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 December 31, 2004, by:

-     each  of  our  directors;
-     each  of  our  executive  officers;
-     each  person  known to us to beneficially own more than 5% of either class
      of  our  common  stock;  and
-     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.


                                      23

<PAGE>



<TABLE>
<CAPTION>


                        CLASS A VOTING             CLASS B NON-VOTING
                        COMMON  STOCK                COMMON  STOCK
                         ----------------------    --------------------
                            NUMBER OF      %         NUMBER OF     %
                             SHARES        OF         SHARES       OF
    BENEFICIAL OWNER     BENEFICIALLY    SHARES    BENEFICIALLY  SHARES
                            OWNED                     OWNED
Directors
<S>                     <C>             <C>     <C>            <C>
JON R. LATORELLA         40,374,257(1)  36.85%     125,000(2)     *
SONIA P. BEJJANI          4,500,000(3)   4.45%     125,380(4)     *
THOMAS GARLOCK            2,577,838(5)   2.61%     582,560(6)     *
JOHN P. HOULIHAN          1,510,000(7)   1.54%   2,519,750(8)  3.43%
ROBERT KITE               1,333,333(9)   1.36%    743,083(10)  1.01%
GERARD SCALLEY           1,000,000(11)   1.02%    155,610(12)     *
THOMAS MURPHY            1,075,000(13)   1.10%    457,500(14)     *
Officers
JAMES C. FIELDS          2,250,000(15)   2.27%             -      *
All directors and
executive officers
as a group (8 persons)  54,620,428(16)  44.47%  4,708,883(17)  6.26%
</TABLE>



___________________________
*     Less  than  one  percent  of  outstanding  shares.
(1)     Includes  12,873,757  shares  issuable  upon  exercise of a fully vested
stock  options,  with  a  weighted  average  exercise  price of $0.66 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  $0.68  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 an
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  of  issuable  upon  exercise  of  certain
immediately  exercisable  warrants  with  an  exercise price of $1.50 per share.


                                      24

<PAGE>


(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  of  issuable  upon  exercise  of  certain
immediately  exercisable  warrants  with  an  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  of  issuable  upon  exercise  of  certain
immediately  exercisable  warrants  with  an  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 $0.30 per share.
(16)  Includes  26,141,810  shares  issuable  upon  the  exercise of convertible
securities.
(17)  Includes  1,881,670  shares  issuable  upon  the  exercise  of  warrants.
ITEM  12  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
     On  June  17,  2002,  the Board of Directors adopted our Interested Parties
Transaction  Policy,  pursuant  to  which  the  Company  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  Company  could  obtain from third parties; and (ii) the
agreement,  arrangement  or  understanding  is  fair  to  the  Company.

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  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.
In  the event of a change of control of LocatePLUS Holdings Corporation (e.g., a
sale  of  all  or  substantially all of our assets or a transaction or series of
transactions  in  which  more than 50% of our voting equity is sold or otherwise
transferred)  or  in  the  event  that, as of January 3, 2003, Mr. Latorella is:
-     still  employed  by  us;  or
-     an  independent  contractor  for  us;  or
-     a  member  of  our  Board  of  Directors,
then  the  obligations  and debt evidenced by the notes shall be immediately and
without  further action by either party canceled.  In the event that the note is
canceled  pursuant to the above clauses, we will make a tax equalization payment
to  Mr.  Latorella.


                                      25

<PAGE>



     The  principal and accrued interest on this note are due and payable in one
lump  sum  on  January  3,  2010, unless we have inadequate funds to satisfy our
obligations  as  they  generally  become  due,  in  which case the principal and
accrued  interest  will  be  immediately due and payable.  The Company amortized
this  loan  assuming  its  cancellation  as  of  January  3,  2003.

     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
$150,000  per  annum  in  October 2003.  Mr. Latorella's salary was increased to
$250,000  per  annum  in  May  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.

In  2003,  Mr.  Latorella  was  granted  fully vested incentive stock options to
purchase  4,250,000  and  5,000,000  Class  A  Voting common and 100,000 Class B
Non-Voting  common  with  exercise  prices  of $0.25, $1.00, and $0.20 per share
respectively.

In  2004,  Mr.  Latorella  was  granted  fully vested incentive stock options to
purchase  1,000,000  and 2,500,000 Class A Voting common with exercise prices of
$1.50  and  $0.39  per  share  respectively.

Use  of  Company  Cars.

Mr.  Latorella  and his family are allowed use of two company cars, the value of
which  is  approximately  $1,500  per  month  to  Mr.  Latorella.

ROBERT  A.  GODDARD

     Mr.  Goddard  was formerly our Chief Financial Officer.  Mr. Goddard ceased
his  employment  with  the  Company  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 product and to deter Mr. Goddard from terminating his employment with
us.  In  the  event  of  a  change of control of LocatePLUS Holdings Corporation
(e.g.,  a  sale  of  all  or substantially all of our assets or a transaction or
series  of  transactions  in which more than 50% of our voting equity is sold or
otherwise  transferred) or in the event that, as of January 3, 2003, Mr. Goddard
is:

-     still  employed  by  us;  or
-     an  independent  contractor  for  us;  or
-

                                      26

<PAGE>


a  member  of  our  Board  of  Directors,
then  the  obligations  and debt evidenced by the notes shall be immediately and
without  further action by either party be canceled.  In the event that the note
is  canceled  pursuant  to  the  above  clauses, we will make a tax equalization
payment  to  Mr.  Goddard.

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.  The
principal  and accrued interest on this note are due and payable in one lump sum
on  January  3, 2010, unless we have inadequate funds to satisfy our obligations
as  they  generally become due, in which case the principal and accrued interest
will  be  immediately due and payable.  We have amortized this loan assuming its
cancellation  as  of  January  3,  2003.

As  Mr.  Goddard  was  employed  by  us  on  January 3, 2003, this loan has been
forgiven in accordance with its terms we made a tax equalization payment in 2004
to  Mr.  Goddard.

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 incentive stock options to purchase
500,000  shares  of  our  Class  A Voting Common Stock with an exercise price of
$0.20  per  share,  and on March 31, 2003, was issued incentive stock options to
purchase  500,000  shares  of  our  Class A Voting Common Stock with an exercise
price  of  $0.15 per share, and on December 18, 2003, was issued incentive stock
options  to  purchase  500,000 shares of our Class A Voting Common Stock with an
exercise  price  of  $0.25  per share.  In 2004, Mr. Fields was issued incentive
stock  options  to  purchase 1,000,000 shares of our Class A Voting Common Stock
with  an  exercise  price  of  $0.39  per  share

     Use  of  Company  Cars.

Mr.  Fields is allowed use of a company car, the value of which is approximately
$1,100  per  month.

THOMAS  GARLOCK

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

     Equity  Compensation  for  Services  Rendered

Mr.  Garlock  was  also  issued  options  under  our equity compensation 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.


                                      27

<PAGE>


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  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 for $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  for  $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 for $0.20 per
share  and  paid was $10,000 pursuant to our Non-employee Directors Stock Option
and  Compensation Policy.  In 2004, Mr. Garlock was issued an option to purchase
1,000,000 shares of our Class A Voting Common Stock for $1.50 per share pursuant
to  our  Non-employee  Directors  Stock  Option  and  Compensation  Policy.

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 for $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 for
$0.20  per  share  and  was  paid $10,000 pursuant to our Non-employee Directors
Stock Option and Compensation Policy.  In 2004 Mr. Houlihan was issued an option
to  purchase  1,000,000  shares of our Class A Voting Common Stock for $1.50 per
share  pursuant  to  our  Non-employee  Directors  Stock Option and Compensation
Policy.

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 for $0.20 per share and paid was $10,000 pursuant to our
Non-employee  Directors  Stock  Option  and  Compensation  Policy.  In  2004 Mr.
Scalley  was  issued  an  option  to  purchase  1,000,000  shares  of


                                      28

<PAGE>


our Class A Voting Common Stock for $1.50 per share pursuant to our Non-employee
Directors  Stock  Option  and  Compensation  Policy.

ROBERT  KITE

Mr.  Kite  is  member  of our Board of Directors.  Mr. Kite was appointed to the
Board  in  December  2002.

     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  at  $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 $10,000 pursuant to our Non-employee Directors
Stock  Option and Compensation Policy.  In 2004 Mr. Kite was issued an option to
purchase 1,000,000 shares of our Class A Voting Common Stock for $1.50 per share
pursuant  to  our  Non-employee  Directors Stock Option and Compensation Policy.

THOMAS  MURPHY

     Mr.  Murphy  is  a member of our Board of Directors.  Mr. Murphy joined the
Board  on  March  28,  2003.

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 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 for $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 for $0.20 per share and was $10,000 pursuant to our Non-employee Directors
Stock  Option  and Compensation Policy.  In 2004 Mr. Murphy was issued an option
to  purchase  1,000,000  shares of our Class A Voting Common Stock for $1.50 per
share  pursuant  to  our  Non-employee  Directors  Stock Option and Compensation
Policy.

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.


                                      29

<PAGE>


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  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 for $0.15 per share for
strategic advisory, investment banking and public relations services rendered by
him.

ITEM  13-  EXHIBITS  AND  REPORTS  ON  FORM  8-K

REPORTS  OF  FORM  8-K


On  February  20,  2004,  we  filed a Form 8-K and reported under Items 7 and 12
that  the  Company  had released  unaudited financial results for the year ended
December  31,  2003.

On  April  22,  2004, we filed a Form 8-K and reported under Items 7 and 12 that
the  Company had released unaudited financial results for the three months ended
March  31,  2004.

On  June 23, 2004, we filed a Form 8-K and reported under Items 5 and 7 that the
Company had entered into a Securities Purchase Agreement relating to the private
placement  of  a  convertible  term  note.

On  December  17,  2004,  we  filed a Form 8-K and reported under Items 4.01 and
9.01  that  the  audit  committee  of LocatePLUS Holdings Corporation received a
letter  of resignation dated December 10, 2004, from the  Company's  independent
accountants,  Carlin,  Charron,  and  Rosen,  LLP.

On  January  21,  2005,  we filed a Form 8-K/A and reported under Items 4.01 and
9.01  that  the  audit  committee  of LocatePLUS Holdings Corporation received a
letter  of  resignation  dated December 10, 2004, from the Company's independent
accountants, Carlin, Charron, and Rosen, LLP. (CCR).  The amendment included the
response  letter  from  CCR.

On  February 9, 2005, we filed a Form 8-K and reported under Items 4.01 and 9.01
that  Livingston  &  Haynes, P.C. was engaged as the Company's  new  independent
accountants.


EXHIBITS

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.(1)
3.2     By-Laws  of  LocatePLUS  Holdings  Corporation.(1)
4.1     Warrant  and  Unit  Agreement  by  and  between  LocatePLUS  Holdings
Corporation  and  Transfer  Online,  Inc.,  dated  March  22,  2002.(1)
4.2     Form  of  Warrant  Certificate.(2)
4.3     Form  of  Unit  Certificate.(2)


                                      30

<PAGE>


4.4     Form  of  Class  A  Voting  Common  Stock  Certificate.(2)
4.5     Form  of  Class  B  Non-voting  Common  Stock  Certificate.(2)
4.6     Form  of  Restricted  Warrant  Agreement  (Warrant to Purchase Shares of
Class  A  Voting  Common  Stock).(1)
4.7     Form  of  Restricted  Warrant  Agreement  (Warrant to Purchase Shares of
Class  B  Non-voting  Common  Stock).(2)
4.8     Form  of  Convertible  Subordinated Promissory Note ("Bridge Note").(1)
4.9     Form  of  Detachable  Warrant  Agreement  ("Bridge  Warrant").(1)
4.10     $10,000  Convertible  Promissory  Note,  dated  March  9,  2001.(1)
4.11     Amended  Form  of  Warrant  Certificate.(3)
4.12     Amended  and  Restated  Warrant  and  Unit  Agreement  by  and  between
LocatePLUS  Holdings  Corporation  and  Transfer  Online,  Inc.,  dated June 20,
2002.(3)
4.13     Amendment  to  $10,000  Convertible  Promissory  Note,  dated  July 23,
2002.(3)
10.1     Master  Lease Agreement between Cummings Properties, Inc. and Worldwide
Information,  Inc.,  dated  November  20,  1999.(1)
10.2     Database  License  Agreement  between  Worldwide  Information, Inc. and
TransUnion  Corporation,  undated.(4)(*)
10.3     Database  License  Agreement  between  LocatePLUS.com,  Inc.  and Hogan
Information  Services  Co.,  dated  November  27,  2001.(4)(*)
10.4     License  Agreement  between  Worldwide  Information,  Inc.  and  First
American  Real  Estate  Solutions,  LLC,  dated  March  31,  1999.(4)(*)
10.5     Channel  Partner  Agreement between LocatePLUS Holdings Corporation and
Intellicorp  LTD,  dated  September  1,  2001.(3)
10.6     Letter  Agreement  between  LocatePLUS  Holdings  Corporation  and
Intellicorp  LTD,  dated  December  19,  2001.  (1)
10.7     Secured  Note,  dated  June  1,  2001.(1)
10.8     $750,000  Loan  Agreement  between  LocatePLUS Holdings Corporation and
Gemstone  Investment  Company,  Inc.,  dated  June  4,  2002.(2)
10.9     Security Agreement between LocatePLUS Holdings Corporation and Gemstone
Investment  Company,  Inc.,  dated  June  4,  2002.(2)
10.10     Pledge  Agreement  between  Jon  R.  Latorella and Gemstone Investment
Company,  Inc.,  dated  June  4,  2002.(2)
10.11     Mortgage  between  Jon  R.  Latorella and Gemstone Investment Company,
Inc.,  dated  June  4,  2002.(2)
10.12     Guaranty  Agreement,  between Jon R. Latorella and Gemstone Investment
Company,  Inc.,  dated  June  4,  2002.(2)
10.13     $175,000  Ten  Year  Term  Promissory  Note, made by Jon R. Latorella,
dated  January  3,  2000.(2)
10.14     $100,000  Ten  Year  Term  Promissory  Note, made by Jon R. Latorella,
dated  January  3,  2000.(2)
10.15     $125,000  Ten  Year  Term  Promissory Note, made by Robert A. Goddard,
dated  January  3,  2000.(2)
10.16     $750,000  Promissory  Note,  made  by LocatePLUS Holdings Corporation,
dated  June  4,  2002.(2)
10.17     Amendment  to  $750,000  Promissory  Note,  dated August 30, 2002.(5)
10.18     Equity  Line  of  Credit Agreement, dated June 2, 2003, by and between
LocatePLUS  Holdings  Corporation  and  Dutchess  Private  Equities  Fund,
L.P.(6)
10.19     Registration  Rights  Agreement,  dated  June  2,  2003 by and between
LocatePLUS  and  Dutchess  Private  Equities  Fund,  L.P.(6)
10.20     Placement Agent Agreement, dated June _, 2003 by and among LocatePLUS,
Dutchess  Private  Equities  Fund,  L.P.  and  Oftring  (6)
10.21     Letter  Agreement,  dated  August 5, 2003, between LocatePLUS Holdings
Corporation  and  Dutchess  Private  Equities  Fund,  L.P.  canceling Investment
Agreement,  dated  June5,  2003,  between  the  parties.(7)
10.22     Letter  Agreement,  dated  August 5, 2003, between LocatePLUS Holdings
Corporation and Dutchess Private Equities Fund, L.P., canceling Placement Agent,
dated  June  5,  2003,  between  the  parties.(7)
10.23     Investment  Agreement, dated August 5, 2003, by and between LocatePLUS
Holdings  Corporation  and  Dutchess  Private  Equities  Fund,  L.P.(7)


                                      31

<PAGE>


10.24     Registration  Rights  Agreement,  dated  August  5,  2003  by  and
betweenLocatePLUS  Holdings  Corporation  and  Dutchess  Private  Equities Fund,
L.P.(7)
10.25     Placement  Agent Agreement, dated June 5, 2003 by and among LocatePLUS
Holdings  Corporation,  Dutchess  Private  Equities  Fund,  L.P.  and  Oftring &
Company,  Inc.(7)
10.26     Securities  Purchase  Agreement  dated  June  17, 2004, by and between
LocatePLUS  Holdings  Corporation  and  the  Purchaser  named  therein.(8)
10.27     Convertible  Term  Note dated June 17, 2004, by and between LocatePLUS
Holdings  Corporation  and  the  Purchaser  named  therein.(8)
10.28     Registration  Rights  Agreement  dated  June  17, 2004, by and between
LocatePLUS  Holdings  Corporation  and  the  Purchaser  named  therein.(8)
10.29     Common  Stock  Purchase  Warrant  issued  to  the  Purchaser under the
Securities  Purchase  Agreement.(8)
10.30     Master  Security Agreement dated June 17, 2004, by LocatePLUS Holdings
Corporation  and  its  subsidiaries.(8)
10.31     Stock Pledge Agreement dated June 17, 2004, by and among thePurchaser,
LocatePLUS  Holdings  Corporation  and  its  subsidiaries.(8)
10.7  Subsidiary Guaranty dated June 17, 2004, by the subsidiaries of LocatePLUS
Holdings  Corporation.(8)
21.1     Subsidiaries  of  LocatePLUS  Holdings  Corporation.
23.4     Consent  of  Carlin,  Charron  &  Rosen,  LLP.
23.5     Consent  of  Livingston  &  Haynes,  P.C.
31.1     302  Certification  of  the  Chief  Executive  Officer
31.2     302  Certification  of  the  Chief  Financial  Officer
32       906  Certification  of  C.E.O.  and  C.F.O.


(1)     Filed as an Exhibit to Form SB-2, filed with the Securities and Exchange
Commission  on  March  28,  2002  (Registration  No.  333-85154).
(2)     Filed  as  an  Exhibit  to  Form  SB-2/A,  filed with the Securities and
Exchange  Commission  on  June  21,  2002  (Registration  No.  333-85154).
(3)     Filed  as  an  Exhibit  to  Form  SB-2/A,  filed with the Securities and
Exchange  Commission  on  July  24,  2002  (Registration  No.  333-85154).
(4)     Filed  as  an  Exhibit  to  Form  SB-2/A,  filed with the Securities and
Exchange  Commission  on  August  5,  2002  (Registration  No.  333-85154).
(5)     Filed  as  Exhibit to Form SB-2/A (post-effective amendment), filed with
the  Securities  and Exchange Commission on September 10, 2002 (Registration No.
333-85154).
(6)  Filed  as  an  Exhibit  to  Form  SB-2/A,  filed  with  the  Securities and
Exchange  Commission  on  July  15,  2003  (Registration  No.  333-333-105944).
(7)     Filed as an Exhibit to Form SB-2, filed with the Securities and Exchange
Commission  on  August  7,  2003  (Registration  No.  333-85154).
(8)     Filed  as  an Exhibit to Form 8K, filed with the Securities and Exchange
Commission  on  June  23,  2004  (Registration  No.  333-85154).

(*)     Subject  to  a  request  for  confidential  treatment.

ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES
AUDIT  FEES

AUDIT  FEES

     During  2004,  our principal accountant, Carlin, Charron & Rosen LLP, (CCR)
billed  $45,384  in connection with the audit of our annual financial statements
and  the  review  of  our  quarterly  financial  statements.  In 2003 CCR billed
$44,400  for  such  services.

TAX  FEES

     During  2004,  CCR billed us $9,880 for tax related services.  During 2002,
CCR  billed  $8,500  for  such  services.

ALL  OTHER  FEES.

     During  2003  and 2002, the Company paid $10,236 in fees to CCR relating to
the  registration  of  securities.


                                      32

<PAGE>



                                   SIGNATURES

     In  accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

               LOCATEPLUS  HOLDINGS  CORPORATION


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

               October 17, 2005



<PAGE>
               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,  2004, and the related consolidated
statements  of operations, stockholders' equity (deficit) and cash flows for the
year ended December 31, 2004.  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  audit.


We  conducted  our  audit in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  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
audit  provides  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  and  its  subsidiaries  as  of December 31, 2004, and the
results  of  its consolidated operations and its consolidated cash flows for the
year ended December 31, 2004, 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, 2004 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.




/s/LIVINGSTON  &  HAYNES,  P.C.
Livingston  &  Haynes,  P.C.
Wellesley,  Massachusetts

May  16,  2005

                                                                            F-1
<PAGE>
                REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM


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

We  have  audited the consolidated statement of operations, stockholders' equity
(deficit)  and  cash  flows of LocatePLUS Holdings Corporation (the Company) for
the  year  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  audit in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  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
audit  provides  a  reasonable  basis  for  our  opinion.

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

The  financial statements referred to above 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  referred  to  above  do  not  include  any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.




CARLIN,  CHARRON  &  ROSEN  LLP
Westborough,  Massachusetts

March  18,  2004



                                                                            F-2
<PAGE>


<TABLE>
<CAPTION>



           LOCATEPLUS HOLDINGS CORPORATION
             CONSOLIDATED BALANCE SHEET
                DECEMBER 31, 2004

<S>                                               <C>
ASSETS
Current assets:
  Cash and cash equivalents. . . . . . . . . . .  $  1,186,939
  Accounts receivable, trade - net . . . . . . .       956,710
  Prepaid expenses and other current assets. . .       308,065
  Notes receivable . . . . . . . . . . . . . . .       455,458
                                                  -------------
      Total current assets . . . . . . . . . . .     2,907,173
                                                  -------------
Property and equipment, net. . . . . . . . . . .     3,000,651
Other assets . . . . . . . . . . . . . . . . . .     1,295,377
                                                  -------------
      Total assets . . . . . . . . . . . . . . .  $  7,203,201
                                                  =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable . . . . . . . . . . . . . . .     2,032,557
  Accrued expenses . . . . . . . . . . . . . . .       232,169
  Deferred revenue . . . . . . . . . . . . . . .        58,244
  Current portion of capital lease obligation. .       597,933
  Notes Payable. . . . . . . . . . . . . . . . .     1,518,739
  Convertible notes payable. . . . . . . . . . .     1,383,440
                                                  -------------
      Total current liabilities. . . . . . . . .     5,823,082
                                                  -------------
Capital lease obligation, net of current portion       231,358
Notes payable. . . . . . . . . . . . . . . . . .       206,576
Convertible notes payable. . . . . . . . . . . .     2,165,793
                                                  -------------
      Total liabilities. . . . . . . . . . . . .     8,426,809
                                                  -------------
Commitments and contingencies. . . . . . . . . .            --

Stockholders' equity:
  Class A common stock, $0.01
par value; 150,000,000 shares
authorized; 96,890,978 shares
issued and outstanding . . . . . . . . . . . . .             -
at December 31, 2004 . . . . . . . . . . . . . .       968,909
  Class B common stock, $0.01
par value, 250,000,000 shares
authorized;73,169,178 shares
issued and outstanding
at December 31, 2004 . . . . . . . . . . . . . .       731,692
  Additional paid-in capital . . . . . . . . . .    25,391,509
  Warrants . . . . . . . . . . . . . . . . . . .     2,410,787
  Common stock subscription receivable . . . . .      (488,558)
  Accumulated deficit. . . . . . . . . . . . . .   (30,237,947)
                                                  -------------
      Total stockholders' equity . . . . . . . .   ( 1,223,608)
                                                  -------------
      Total liabilities and stockholders' equity  $  7,203,201
                                                  =============
</TABLE>

See Independent Auditors' Report and Notes to Consolidated Financial Statements.

                                                                            F-3

<PAGE>


<TABLE>
<CAPTION>


LOCATEPLUS HOLDINGS COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS

                                                     FOR THE YEARS ENDED
                                                         DECEMBER 31,
                                                     2004           2003

<S>                                              <C>            <C>
Revenues
   Information sales - CD Rom . . . . . . . . .  $    550,923   $    478,278
   Information sales - online . . . . . . . . .     4,107,714      2,543,581
   Information sales - channel. . . . . . . . .     1,028,650        263,834
   Information sales - wireless . . . . . . . .        13,095          7,417
   Engineering services . . . . . . . . . . . .       562,200        105,667
                                                 -------------  -------------
   Total revenues . . . . . . . . . . . . . . .     6,262,582      3,398,777
                                                 -------------  -------------
Costs and expenses:
   Costs of revenues
      CD Rom. . . . . . . . . . . . . . . . . .        96,683         91,775
      Online and channel. . . . . . . . . . . .     3,652,714      2,606,875
      Wireless. . . . . . . . . . . . . . . . .           870          2,749
      Engineering . . . . . . . . . . . . . . .       124,175         26,025
   Selling and marketing. . . . . . . . . . . .     1,900,984      1,049,381
   General and administrative . . . . . . . . .     6,467,306      3,804,200
   Research and Development . . . . . . . . . .       316,941              -
                                                 -------------  -------------
      Total operating expenses. . . . . . . . .    12,559,674      7,581,005
                                                 -------------  -------------
Operating loss. . . . . . . . . . . . . . . . .   ( 6,297,091)    (4,182,228)
                                                 -------------  -------------
Other income (expense):
   Interest income. . . . . . . . . . . . . . .       159,461        137,253
   Interest expense . . . . . . . . . . . . . .      (747,279)      (686,315)
   Interest expense - amortization of discounts      (193,131)
   Other income . . . . . . . . . . . . . . . .        30,280         40,605
   Write-off accrued license fees . . . . . . .             -        283,500
   Impairment of Note Receivable. . . . . . . .      (500,000)             -
                                                 -------------  -------------
Net loss. . . . . . . . . . . . . . . . . . . .  $( 7,547,760)  $ (4,407,185)
                                                 =============  =============
Basic and diluted net loss per share. . . . . .  $      (0.04)  $      (0.03)

Shares used in computing
basic anddiluted net loss per share . . . . . .   161,506,032    130,299,353
</TABLE>


See Independent Auditors' Report and Notes to Consolidated Financial Statements.

                                                                            F-4

<PAGE>



<TABLE>
<CAPTION>



LOCATEPLUS HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                                                 CLASS A            CLASS B               ADDITIONAL
                                                               COMMON STOCK          COMMON STOCK          PAID-IN
                                                             SHARES     AMOUNT     SHARES      AMOUNT       CAPITAL
<S>                                                        <C>         <C>       <C>         <C>          <C>
                                                           ----------  --------  ----------  -----------  ------------
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 commons 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
Issuance of shares. . . . . . . . . . . . . . . . . . . .   2,791,532    27,915                               502,460
Issuance of shares. . . . . . . . . . . . . . . . . . . .   8,600,841    86,008                             3,228,850
Exercise of options @ $0.15 . . . . . . . . . . . . . . .     250,000     2,500                                35,000
Exercise of options . . . . . . . . . . . . . . . . . . .   3,604,350    36,044                               107,327
Net Issuance options/warrants exercised . . . . . . . . .     964,821     9,648     260,582       2,606       (12,254)
Warrants exercised. . . . . . . . . . . . . . . . . . . .       1,000        10      10,000         100         2,589
Issuance of stock and warrants in exchange
for services. . . . . . . . . . . . . . . . . . . . . . .   4,601,743    46,017                               560,065
Net loss for the year ended
December 31, 2004 . . . . . . . . . . . . . . . . . . . .
                                                           ----------  --------  ----------  -----------  ------------
Balance at December 31, 2004. . . . . . . . . . . . . . .  96,890,978   968,909  73,169,178     731,692    25,391,509



LOCATEPLUS HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                                             WARRANTS       STOCK            TOTAL       STOCKHOLDERS'
                                                                          SUBSCRIPTION       ACCUM           EQUITY
                                                                          RECEIVABLE        DEFICIT        (DEFICIT)
<S>                                                        <C>            <C>         <C>                <C>
                                                           -------------  ----------  -----------------  ------------
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. . . . . . . . . . .
Exercise of options @ $0.20 . . . . . . . . . . . . . . .                                                    282,890
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 commons 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
Issuance of shares. . . . . . . . . . . . . . . . . . . .                                                    530,375
Issuance of shares. . . . . . . . . . . . . . . . . . . .                                                  3,314,858
Exercise of options @ $0.15 . . . . . . . . . . . . . . .                                                     37,500
Exercise of options . . . . . . . . . . . . . . . . . . .                                                    143,370
Net Issuance options/warrants exercised . . . . . . . . .                                                          -
Warrants exercised. . . . . . . . . . . . . . . . . . . .                                                      2,699
Issuance of stock and warrants in exchange
for services. . . . . . . . . . . . . . . . . . . . . . .        173,339   (488,558)                         290,863

Net loss for the year ended
December 31, 2004 . . . . . . . . . . . . . . . . . . . .                                   (7,547,760)   (7,047,760)
                                                           -------------  ----------  -----------------  ------------
Balance at December 31, 2004. . . . . . . . . . . . . . .      2,410,787   (488,558)       (30,237,947)   (1,223,608)
                                                           =============  ==========  =================  ============

</TABLE>

See Independent Auditors' Report and Notes to Consolidated Financial Statements.

                                                                             F-5

<PAGE>

<TABLE>
<CAPTION>



                             LOCATEPLUS HOLDINGS CORPORATION
                          CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                             FOR THE YEARS ENDED
                                                                                 DECEMBER 31,
                                                                            2004           2003
<S>                                                                     <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   ($7,547,760)   ($4,407,185)
      Adjustments to reconcile net loss to net cash used in
           operating activities:
           Depreciation and amortization of property and equipment . .       943,473        571,527
           Provision for doubtful accounts . . . . . . . . . . . . . .        69,573        150,603
           Interest expense related to warrants issued with debt . . .       193,131        327,420
           Amortization of notes receivable from related parties . . .             -          9,722
           Amortization of intangible assets . . . . . . . . . . . . .       158,551         28,512
           Write down of accrued license fees. . . . . . . . . . . . .             -        283,500
           Impairment of Note Receivable . . . . . . . . . . . . . . .       500,000              -
           Expense recorded for fair value of stock, options,
                and warrants issued for services . . . . . . . . . . .       290,864        261,309
           Changes in assets and liabilities:
              Accounts receivable. . . . . . . . . . . . . . . . . . .     ( 457,472)      (449,848)
              Prepaid expenses and other assets. . . . . . . . . . . .       345,099         (5,006)
              Other assets . . . . . . . . . . . . . . . . . . . . . .     ( 476,909)      (113,772)
              Accounts payable . . . . . . . . . . . . . . . . . . . .       809,756       (292,170)
              Accrued expenses . . . . . . . . . . . . . . . . . . . .      (206,283)        24,510
              Deferred revenue . . . . . . . . . . . . . . . . . . . .      ( 42,105)       (24,112)
                                                                        -------------  -------------
                 Net cash used in operating activities . . . . . . . .   ( 5,420,082)    (3,634,990)
                                                                        -------------  -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
        Principal repayment of purchased note receivable . . . . . . .       422,500        539,767
        Purchase of note receivable. . . . . . . . . . . . . . . . . .     ( 119,638)      (210,021)
        Purchases of property and equipment. . . . . . . . . . . . . .     ( 647,517)       (74,568)
        Proceeds from sale of property and equipment . . . . . . . . .             -          1,500
                                                                        -------------  -------------
                 Net cash provided by investing activities . . . . . .      (344,655)       256,678
                                                                        -------------  -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
        Repayment of debt. . . . . . . . . . . . . . . . . . . . . . .   ( 1,013,911)      (561,790)
        Proceeds from issuance of debt . . . . . . . . . . . . . . . .     4,250,000      1,816,000
        Financing fees on issuance of debt . . . . . . . . . . . . . .     ( 312,000)
        Payments of obligations under capital lease. . . . . . . . . .    (1,246,893)      (737,504)
        Proceeds from issuance of common stock and collection of stock
         subscriptions receivable, net of issuance costs . . . . . . .     3,751,558      2,723,315
                                                                        -------------  -------------
                 Net cash provided by financing activities . . . . . .     5,428,754      3,240,021
                                                                        -------------  -------------
Net (decrease) increase in cash and cash equivalents . . . . . . . . .     ( 335,983)      (138,291)

Cash and cash equivalents, beginning of period . . . . . . . . . . . .     1,522,922      1,661,213
                                                                        -------------  -------------
Cash and cash equivalents, end of period . . . . . . . . . . . . . . .     1,186,939      1,522,922
                                                                        =============  =============
Supplemental disclosures of cash flows information:
Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . .  $    691,429   $    378,894
Supplemental disclosure of non-cash investing
   and financing activities:
Acquisition of property and equipment under capital leases . . . . . .  $    805,431   $  1,658,416
Relative fair value of detachable warrants issued
   in conjunction with convertible debt. . . . . . . . . . . . . . . .       268,866        327,420
Issuance of common stock for subscription receivable . . . . . . . . .       488,558              -
Fair value of warrants issued in conjunction with services . . . . . .       261,308        261,308

</TABLE>
See Independent Auditors' Report and Notes to Consolidated Financial Statements.

                                                                            F-6

<PAGE>


                         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.  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.

     LIQUIDITY  AND  OPERATIONS
     The  accompanying  consolidated  financial  statements  have  been prepared
assuming  the  Company  will  continue  as  a  going concern, which contemplates
continuity  of  operations,  realization  of  assets  and  the  satisfaction  of
liabilities  and  commitments in the normal course of business.  The Company has
incurred  substantial  losses in each of the last two years, and has incurred an
accumulated  deficit  of  approximately  $30  million through December 31, 2004.
These  circumstances  raise  substantial  doubt  about  the Company's ability to
continue  as  a  going  concern.  These financial statements don not include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.

     The  Company  raised  approximately  $4  million and $2.4 million of equity
during 2004 and 2003 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.

     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 11,309,478 shares for a total $3,962,926
in  net  proceeds  from  the  investor through December 31, 2004.  The remaining
amount  available under the put at December 31, 2004 was $1,037,074.  Subsequent
to  year  end,  the  Company  has  issued  an additional 1,204,442 shares of the
Company's  Class  A  Voting  common  stock  to  this  investor, resulting in net
proceeds  to  the  Company  of  approximately  $256,191.

                                                                            F-7

<PAGE>

LOCATEPLUS  HOLDINGS  CORPORATION
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  -(CONTINUED)

     Management's  plans include increasing sales, expanding infrastructure, and
hiring  additional staff.  To 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

<PAGE>


LOCATEPLUS  HOLDINGS  CORPORATION
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  -(CONTINUED)


     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  2004  and  2003  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
123,  the Company's net loss and basic and diluted net loss per share would have
approximated  the  pro  forma  amounts  indicated  below.


                                                                            F-9

<PAGE>

LOCATEPLUS  HOLDINGS  CORPORATION
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  -(CONTINUED)


<TABLE>
<CAPTION>



                                                      YEAR ENDED DECEMBER 31
                                                  ----------------------------
                                                       2004          2003
                                                  --------------  ------------

<S>                                               <C>             <C>
Net loss - reported. . . . . . . . . . . . . . .  $  (6,958,522)  $(4,383,229)
Amortization of stock compensation expense . . .     (1,367,513)      (84,246)
                                                  --------------  ------------
Pro forma net loss . . . . . . . . . . . . . . .  $  (8,326,035)  $(4,467,475)
                                                  ==============  ============
Pro forma net loss per share - basic and diluted  $       (0.05)    $     (0.03)

</TABLE>


     The weighted average fair value of options granted during 2004 and 2003 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 34%; average risk-free
interest  rate  of  4.03%; and an expected option holding period of 6 years.  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.

     ADVERTISING
     The  Company  charges  advertising  costs  to  operations  when  incurred.
Advertising  expense  was  $308,500  in  2004  and  $9,225  in  2003.

     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  2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets, an amendment of APB Opinion No. 29." APB Opinion No. 29, "Accounting for
Nonmonetary  Transactions,"  is  based  on  the  principle  that  exchanges  of
nonmonetary  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 nonmonetary exchanges of similar productive assets and
replaces  it  with  a general exception to fair value accounting for nonmonetary
exchanges  that  do  not  have  commercial substance. A nonmonetary 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
nonmonetary 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.


                                                                           F-10

<PAGE>

LOCATEPLUS  HOLDINGS  CORPORATION
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  -(CONTINUED)

     In  December  2004,  the  FASB issued SFAS No. 123R, "Share-Based Payment."
SFAS  No.  123R  requires  employee  stock options and rights to purchase shares
under stock participation plans to be accounted for under the fair value method,
and  eliminates the ability to account for these instruments under the intrinsic
value  method  prescribed  by APB Opinion No. 25, and allowed under the original
provisions  of SFAS No. 123. SFAS No. 123R requires the use of an option pricing
model  for estimating fair value, which is amortized to expense over the service
periods.  The  requirements  of  SFAS  No. 123R are effective for fiscal periods
beginning after June 15, 2005. If the company had applied the provisions of SFAS
No.  123R  to  the financial statements for the period ending December 31, 2004,
net  income would have been reduced by approximately $1.4 million. SFAS No. 123R
allows  for  either  prospective  recognition  of  compensation  expense  or
retrospective  recognition,  which  may be back to the original issuance of SFAS
No.  123  or  only  to  interim  periods in the year of adoption. The Company is
currently  evaluating  these  transition  methods.

     In  October  2004,  the  FASB  ratified  the  EITF consensus on Issue 04-1,
Accounting  for  Preexisting  Relationships  between  the  Parties to a Business
Combination.  This  consensus  describes  the  accounting  for the settlement of
preexisting relationships and the re-acquisition of certain rights in a business
combination. This consensus was effective for the fourth quarter of 2004 and was
adopted  by  the  Company in that quarter. This adoption did not have a material
effect on the Company's results of operations, cash flows or financial position,
but  may  impact  future  transactions.

3.     ACCOUNTS  RECEIVABLE,  TRADE
     Trade  accounts  receivable  are presented net of an allowance for doubtful
collections  of  $180,031  at December 31, 2004.  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
     Prepaid  expenses  and  other  current  assets  primarily  consist  of
approximately  $98,000  in  prepaid  insurance  and  data,  $107,055 in fees for
financing  that are being amortized over the length of the term, and $386,331 in
interest  receivable  on  notes  receivable.

5.     NOTES  RECEIVABLE

     Demand  promissory  note receivable from an unrelated leasing company, with
interest  at  11%.  One million dollars was advanced to the leasing company near
the  end  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 any officers or directors of either company.  Interest income
on  the  note  receivable  was approximately $137,291.71 in 2004 and $100,000 in
2003  and  $319,092  is  unpaid  at December 31, 2004 and is included in prepaid
expenses  and other current assets.  The remaining principal balance at December
31,  2004  was  $453,508.  At  December  31,  2004, substantial doubt existed on
collectability of these balances.  An allowance of $500,000 was recorded against
the  outstanding  balance.  Subsequent to year-end, the Company received $90,000
of  principal  repayment.

Unsecured  note receivable with an unrelated entity.  There is an oral agreement
to  advance  up  to  $250,000  on  this note.  There is no business relationship
between  the  Company  and  this  entity  or any officers or directors of either
company, except that the Company is currently performing some administrative and
bookkeeping  services  for  the  unrelated  entity in exchange for approximately
$1,000  per  month.  The  Company  has  advanced  as  much  as  $250,000 to this
unrelated  entity in the form of cash and services.  The balance at December 31,
2004  was  $182,859.


                                                                            F-11

<PAGE>

LOCATEPLUS  HOLDINGS  CORPORATION
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  -(CONTINUED)

7.     PROPERTY  AND  EQUIPMENT
     Property  and  equipment  at  December 31, 2004, consists of the following:


 Equipment                      $ 4,443,774
       Vehicles                           113,368
       Software                           208,234
       Furniture and fixtures             389,782
       Leasehold improvements             618,093
                                      -----------
                                        5,773,251
       Less  accumulated
       depreciation  and
       amortization                     2,772,600
                                      -----------
       Property and equipment, net     $ 3,000651
                                      ===========



     The  carrying  value of assets under capital leases was $ 1,545,293.20, net
of  amortization  of  $  976,133.38,  as  of  December  31,  2004.

     Depreciation  and  amortization  expense  was $943,473 and $576,081 for the
years  ended  December  31,  2004  and  2003,  respectively,  which  includes
amortization  expense  on  the  equipment  under  capital  lease of $353,835 and
$277,828  for  the  years  ended  December  31,  2004  and  2003,  respectively.

8.     PREPAID  EXPENSES  AND  OTHER  CURRENT  ASSETS
     Prepaid  expenses  and  other  current  assets  consist of the following at
December  31,  2004:

       Accrued interest receivable     $  319,092
       Prepaid expenses                   179,264
       Deferred financing costs           107,055
       Other                               21,746
                                      -----------
       Total                            $ 627,157
                                      ===========

9.     OTHER  ASSETS
     Other  assets  consist  of  the  following  at  December  31,  2004:

       Restricted trading securities     $  875,000
       Customer lists and non-compete
       agreement net of amortization        177,636
       Deferred financing costs             152,150
       Security deposits                     90,591
                                        -----------
       Total                            $ 1,295,377
                                        ===========


     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 at
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 $894,000, as
such  200,000  shares were exchanged for the service.  At December 31, 2004, the
10-day  trailing  average  closing  price  was  $4.94 per share, or the value of


                                                                            F-12

<PAGE>

LOCATEPLUS  HOLDINGS  CORPORATION
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  -(CONTINUED)

the  shares  was $988,000.  No impairment to the current value has been recorded
since  the  carrying  value  is  still  at a 12% discount to the 10-day trailing
average  market  value.  Had  the  securities  been adjusted to the original 25%
discount,  the  company  would  have  recorded an impairment of $134,000 and the
adjusted  carrying  value  would  have  been  $741,000.

10.     ACCRUED  EXPENSES

     Accrued  expenses  consist  of  the  following  at  December  31,  2004:


       Payroll and related taxes         $  111,120
       Sales tax                             37,051
       Accounting, legal and
       professional fees                     70,000
        Other                                13,998
                                        -----------
       Total                              $ 232,169
                                        ===========


11.     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 December 31, 2004, is $1,705,000.  The remaining
debt  is  due in 2004, except for $200,000 due in 2005.  In conjunction with the
issuance  of  these  notes,  the  Company  issued warrants to purchase 2,500,000
shares of Class B Non-Voting Common stock with a weighted average exercise price
of  $0.14.

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 $218,482, 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  unamortized  balance of this debt
discount is $124,899 at December 31, 2003 ($4,491 long-term).  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.

On  June  17, 2004 the Company 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").  On  November  30,  2004,  this  note  was amended to
increase  the principal amount to $4,000,000 and add an additional warrant.  The
terms,  as  amended,  allow for this note to covert into 6,666,667 shares of our
Class  A  Voting  Common Stock at a fixed conversion rate of $0.30 per share and
5,000,000  shares  of our Class A Voting Common Stock at a fixed conversion rate
of  $0.40  per  share.  One 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, and the additional Warrant provides for the
purchase  of  up  to  650,000 shares of Class A Common Stock at a price of $0.35
each,  subject  to  customary  adjustments,  until  November  30,  2009.


                                                                            F-13

<PAGE>


LOCATEPLUS  HOLDINGS  CORPORATION
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  -(CONTINUED)

12.     RELATED  PARTY  TRANSACTIONS

     In  2004, the Company granted options to purchase 5,000,000 shares of Class
A  Voting  Common  Stock  with  an  average exercise price of $1.50 per share in
consideration  for  services  rendered  by  a  member  of the Company's Board of
Directors.
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 2007.  Rent
expense  amounted  to  $476,292 and $579,419 during 2004 and 2003, respectively.

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

YEAR  ENDING  DECEMBER  31,
        2005                  $  487,249
        2006                     462,074
        2007                      92,775
        2008                       6,308
                             -----------
        Total                $ 1,048,406
                             ===========


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,  2004.

YEAR  ENDING  DECEMBER  31,
        2005                            $  658,467
        2006                               207,156
        2007                                49,536
                                           915,159
                                        ----------
 Less:  amounts representing
 interest and executory costs               88,868
                                        ----------
 Present value of future
 minimum lease payments                    829,291

    Less:  current portion of
    obligation under capital lease         597,933
                                        ----------
Long-term obligation under
capital lease                            $ 231,358
                                        ==========


     LICENSE  AGREEMENTS
     The  Company  obtains  its  data from multiple sources and has entered into
various  license  agreements with the related data providers.  In 2004 and 2003,
the  Company recorded $2,617,681 and $1,738,849 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  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:


                                                                            F-14

<PAGE>


LOCATEPLUS  HOLDINGS  CORPORATION
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  -(CONTINUED)


YEAR  ENDING  DECEMBER  31,

      2005                              $  637,755
                                        ----------
                                        $  637,755
                                        ==========


     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.  Management believes the
outcome  of  any  pending  or  known  matters will not have a materially adverse
effect  on  the  Company's  financial  position  or  results  of  operations.

     DATA  EVOLUTION  HOLDINGS,  INC.
     The  Company  has  entered  into  a  services agreement with Data Evolution
Holdings,  Inc. (DEH), which trades over the counter under the symbol DTEV.  The
agreement  calls  for the Company to purchase services from DEH that will expand
our  ability  to  distribute  our  product  through  DEH PowerSys products.  The
agreement  calls  for  the  Company  to  purchase access to PowerSys products, a
feasibility  study,  a  two-year  support  plan, and become a strategic alliance
partner.  The  value  of  these  services  has  not  yet been determined by DEH,
however,  the  payment  of these services will be made in Company Class A Common
Voting  Stock  that  will  have  a  four  year  lock  up  period.

14.     INCOME  TAXES

     Deferred  tax  assets  consist  of  the  following  at  December  31:

                                         2004

  Net operating loss carry forwards       $10,350,000
  Depreciation and amortization               300,000
  Bad debt reserve                             73,000
  Investment loss                             202,500
  Capitalized research and development      1,000,000
                                          -----------
  Gross deferred tax assets                11,925,500

  Valuation allowance                    (11,925,500)
                                          -----------
                                   $               -
                                          ===========


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-15

<PAGE>


LOCATEPLUS  HOLDINGS  CORPORATION
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  -(CONTINUED)


At  December  31,  2004,  the  Company  had net operating loss carryforwards for
federal  and  state income tax reporting purposes of approximately $ 25,500,000.
The  federal  and  state  net  operating loss carryforwards expire through 2024.

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, 2004, 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,  2004, a total of 17,274,989 shares of Class A Voting
Common  Stock  were  reserved  for  issuance  upon exercise of outstanding stock
option  and  warrant  agreements.  As of December 31, 2004, 10,735,875 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-16

<PAGE>


LOCATEPLUS  HOLDINGS  CORPORATION
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  -(CONTINUED)

     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  2004,  the  Company issued warrants to purchase 2,570,000 shares of
Class  A  Voting Common Stock at an average exercise price of $0.40 per share to
third parties in exchange for services.  The Company recorded a discount to Note
payable  or  expense  of  $173,339  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, 18% volatility, 3.9% average risk-free interest rate, a ten-year life and
an  underlying  Class  A  Voting  Common Stock average value of $0.40 per share.


                                                                            F-17

<PAGE>


LOCATEPLUS  HOLDINGS  CORPORATION
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  -(CONTINUED)

     As  of  December  31,  2004,  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 5,275,989 and 10,735,875 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 18,534 are available for
grant  at December 31, 2004.  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 5,000,000 and 19,300,000 Class A and Class
B,  respectively, are available for grant at December 31, 2004.  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, 2004
and  2003:

<TABLE>
<CAPTION>

                                       CLASS  A             CLASS  B
                                               WEIGHTED             WEIGHTED
                                               AVERAGE              AVERAGE
                                               EXERCISE             EXERCISE
                                    SHARES      PRICE     SHARES     PRICE
<S>                               <C>          <C>       <C>        <C>
Outstanding at December 31, 2002  10,732,716       0.20          -         -
Issued . . . . . . . . . . . . .  11,480,000       0.57  5,700,000      0.20
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
                                  -----------            ---------
Issued . . . . . . . . . . . . .  16,046,000       0.80          -         -
Exercised. . . . . . . . . . . .  (4,162,412)      0.06          -         -
Canceled . . . . . . . . . . . .  (2,694,750)      0.21          -         -
                                  -----------            ---------
Outstanding at December 31, 2004  28,964,604       0.42  5,700,000      0.20
                                  -----------            ---------
</TABLE>




                                                                            F-18

<PAGE>


LOCATEPLUS  HOLDINGS  CORPORATION
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  -(CONTINUED)

     The  following  summarizes  information  relating to options outstanding at
December  31,  2004:


<TABLE>
<CAPTION>



                                  CLASS A
-------------------------------------------------------------------------------
                            OPTIONS                            OPTIONS
                           OUTSTANDING                       EXERCISABLE
               ---------------------------------------  -----------------------
<S>            <C>          <C>            <C>          <C>           <C>
                            WEIGHTED
                            AVERAGE        WEIGHTED                   WEIGHTED
RANGE OF                    REMAINING      AVERAGE                    AVERAGE
EXERCISE                    CONTRACTUAL    EXERCISE                   EXERCISE
PRICE            SHARES     LIFE (YEARS)   PRICE        SHARES        PRICE
0.00-0.19. .      762,881           8.83  $      0.10       421,000  $    0.04
0.20 - $0.49   16,201,723           7.91  $      0.28    13,662,798  $    0.28
0.50-1.50. .   12,000,000           8.99  $      1.29    12,000,000  $    1.29
              -----------                                ----------
               28,964,604           8.38  $      0.69    26,083,798  $    0.74
              ===========                                ==========

</TABLE>


<TABLE>
<CAPTION>



                                      CLASS B
-------------------------------------------------------------------------------
             OPTIONS                                          OPTIONS
           OUTSTANDING       -            -                   EXERCISABLE
               ---------------------------------------  -----------------------
<S>            <C>          <C>           <C>           <C>          <C>
                             WEIGHTED
                             AVERAGE      WEIGHTED                   WEIGHTED
RANGE OF                    REMAINING     AVERAGE                     AVERAGE
EXERCISE                    CONTRACTUAL   EXERCISE                   EXERCISE
PRICE          SHARES       LIFE (YEARS)  PRICE          SHARES         PRICE
..20. . .       5,700,000          8.69    $    0.20      5,700,000    $    0.20
              -----------                                ----------
               5,700,000          8.69    $    0.20      5,700,000    $    0.20
               =========                                 =========
</TABLE>


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
$6,022  and  $5,925  in  2004  and  2003,  respectively.

18.     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 YEAR ENDED
                                              DECEMBER  31,
                                          2004          2003
Information  sales:
    CD Rom                           $  550,923     $  478,278
    Online and Channel                5,136,364      2,807,415
                                      ---------      ---------
  Total information sales             5,687,287      3,285,693
                                      =========      =========
Costs  of  Information  sales:
    CD Rom                               96,683         91,775
    Online and Channel                3,466,738      2,606,875
                                      ----------     ---------
  Total costs of Information sales    3,563,421      2,698,650
                                      ==========     =========





                                                                            F-19

<PAGE>


LOCATEPLUS  HOLDINGS  CORPORATION
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  -(CONTINUED)

19.     SUBSEQUENT  EVENTS

Subsequent  to  year-end, the Company received $90,000 of principal repayment on
certain  notes  receivable


On  March  31, 2005, the Company amended its convertible term note issued by the
Company  to  Laurus  Master Fund, Ltd., a Cayman Islands company.  The terms, as
amended,  allow  for  this  note  to covert into 6,250,000 shares of our Class A
Voting  Common  Stock  at  a fixed conversion rate of $0.16 per share, 3,333,333
shares  of  our  Class A Voting Common Stock at a fixed conversion rate of $0.30
per  share  and  5,000,000  shares of our Class A Voting Common Stock at a fixed
conversion  rate  of  $0.40  per  share.




































                         See Independent Auditors Report


                                                                            F-20

<PAGE>