Exhibit 31.2

                                  AMENDED
                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                  PURSUANT TO RULE 13a-14(a)/15(d)-14(a) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

I,  JAMES  C.  FIELDS,  certify  that:

1.  I have reviewed this annual report on Form 10-KSB of LocatePLUS
Holdings, Inc.;

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

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

4.  I  am  responsible  for establishing and maintaining disclosure controls and
procedures  (as  defined  in  Exchange  Act  Rules  13a-15(e) and 15d-15(e)) and
internal  control  over  financial  reporting  (as defined in Exchange Act Rules
13a-15(f)  and  15d-15(f)  for  registrant  and  have:

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

     (B)   designed such internal control over financial reporting, or caused
such internalcontrol  over  financial  reporting  to  be  designed  under our
supervision, to provide  reasonable  assurance  regarding the reliability of
financial reporting and  the preparation of financial statements for external
purposes in accordance with  generally  accepted  accounting  principles

     (C)   evaluated  the  effectiveness  of  the  registrant's  disclosure
controls  and procedures  and presented in this report our conclusions about
the effectiveness of  the  disclosure controls and procedures, as of the end of
the period covered by  this  report  based  on  such  evaluation;  and

     (D)   disclosed  in  this  report any change in the registrant's internal
control over financial  reporting  that  occurred  during the registrant's most
recent fiscal quarter  (the  registrant's  fourth fiscal quarter in the case of
annual report) that  has materially affected, or is reasonably likely to
materially affect, the registrant's  internal  control  over  financial
reporting;  and

5.  I  have  disclosed,  based on my most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee
of the registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

     (A)   all  significant deficiencies and material weaknesses in the design
or operation of  internal  control  over  financial  reporting which are
reasonably likely to adversely  affect  the  registrant's  ability  to record,
process, summarize and report  financial  information;  and

     (B)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

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


               /s/  James  C.  Fields
               James  C.  Fields
               Principal Financial and Accounting Officer

               April  1,  2008 (amended as of July  29, 2008)