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

                                  FORM 10-KSB/A


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

      FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

[_]   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. Yes [X] 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: $3,398,777.

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 19, 2004, is $70,057,770.

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 19, 2004 there were
84,731,612 and 72,898,596 shares of Class A Voting Common and Class B Non-Voting
Common shares outstanding respectively.

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

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<PAGE>

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


     PAGE
     ----
PART  I
ITEM  1     Description  of  Business                                        1
ITEM  2     Description  of  Property                                        5
ITEM  3     Legal  Proceedings                                               6
ITEM  4     Submission of Matters to a Vote of Security Holders              6

PART  II
ITEM  5     Market for Common Equity and Related Stockholder
            Matters                                                          6
ITEM  6     Management's Discussion and Analysis of Financial
            Condition and Results of Operations                             10
ITEM  7     Financial Statements                                            15
ITEM  8     Changes In and Disagreements with Accountants
            on Accounting and Financial Disclosure                          16
ITEM  8A    Controls and Procedures                                         16

PART  III
ITEM  9     Directors, Executive Officers, Promoters and
            Control Persons; Compliance with Section 16(a) of
            the Exchange Act                                                17
ITEM  10    Executive Compensation                                          20
ITEM  11    Security Ownership of Certain Beneficial
            Owners and Management                                           21
ITEM  12    Certain Relationships and Related Transactions                  23
ITEM  13    Exhibits and Reports on Form 8-K                                27
ITEM  14    Principal Accountant Fees and Services                          29


                                     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  and  Dataphant,  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 25% of the cell phone
numbers  in  the  United  States.

INDUSTRY  BACKGROUND

     We  are a background information provider.  Users of background 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  employment screening to the detection of fraud and the prevention
of  crime  and  terrorism.  Additional  users,  such  as  large businesses, have
increasingly availed themselves of background information services in connection
with  their  hiring  practices  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.

     A  considerable  amount  of background information about individuals in the
United  States  is  publicly  available.  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  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.

                                  1
<PAGE>
BUSINESS  STRATEGY

     Our business plan is to provide an entire suite of information products and
services  for  professionals  in  law enforcement agencies, human resources, 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 (such as
our  data integration methodologies and our hyper-linked and wireless LocatePLUS
reports)  or  our  ability  to  provide  certain  otherwise "unlisted" telephone
information).

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  tracking"  (i.e.,  the  location  of  debtors  and  individuals  in
violation  of  parole  or  bail  restrictions);
-     background  checks;
-     legal  due  diligence;  and
-     risk  management.

In  addition,  Certifion  offers  data  for  self-certification  purposes  in
connection  with  job  search  and  Internet  dating  services.

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.

In  an  attempt  to prevent the misuse of our data, we have adopted a three-tier
security  schema  for  our  LocatePLUS  and  Worldwide  Information  products.


<TABLE>
<CAPTION>



LEVEL                             INDUSTRY USERS          SAMPLE DATASETS AVAILABLE TO USERS
<S>                        <C>                            <C>
I                          General Business               Names, Addresses and Phone Numbers
                                                          Past Residences, Neighbors and Affiliates
                                                          Real Property

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

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

                                  2
<PAGE>
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).

As  of  December 31, 2003, there were approximately 14,184 pre-screened users of
our  LocatePLUS  database.

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

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

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.

     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.

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, 2003, we
had  realized  only  nominal  revenue  from  this  product.

                                  3
<PAGE>

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, 2003, there were approximately 2,000 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  a.

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.  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.

                                  4
<PAGE>

     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 (such as through
online  job  search and dating sites, in the case of our Entersect  product.  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 seven channel partnerships.  For
the  year  ending  December 31, 2003, we have recognized revenue on all of these
agreements.

COMPETITION

     Current  competitors  for  our  LocatePLUS  product  include  Accurint,
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.
     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,  2003,  the  LocatePLUS  Group  had 59 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, 2005, and our
annual  lease  obligation  is  approximately  $480,000.

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 2003 were approximately
$25,000.  We  are  currently  negotiating to extend this lease to February 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 700 square feet
pursuant  to  a  month-to-month  lease  with  current  monthly  rent  of  $800.

We  also  lease  a  storage  facility in Georgetown, Massachusetts pursuant to a
month-to-month  lease,  with  current monthly rent of $500.  We believe that our
facilities  are  sufficient  for  our  projected  needs.

                                  5


<PAGE>
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  .

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  2003.

                                     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".


                                  6


<PAGE>

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)
                 ----------            ----------             ----------   ----------  ----------
             HIGH        LOW         HIGH        LOW         HIGH     LOW   HIGH  LOW   HIGH  LOW
          ----------  ----------  ----------  ----------  ----------  ----  ----  ----  ----  ----
<S>       <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
--------  ----------  ----------  ----------  ----------  ----------  ----  ----  ----  ----  ----
LPLHB.OB        0.95        0.12        0.29        0.10        0.29  0.10  0.35  0.20  0.25  0.13
--------  ----------  ----------  ----------  ----------  ----------  ----  ----  ----  ----  ----
LPLHW.OB        0.05        0.02        0.10        0.00        0.12  0.00  0.13  0.03  0.09  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.

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  19,  2004  there  were:

-     approximately  377  holders  of record of our Class A Voting Common Stock,
-     approximately  366  holders  of  record  of  our Class B Non-Voting Common
Stock,  and
-     approximately  80  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.

SECURITIES  AUTHORIZED  FOR  ISSUANCE  UNDER  EQUITY  COMPENSATION  PLANS

     The following table reflects equity compensation granted or issued by us as
of  December  31,  2003,  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          WEIGHTED-          NUMBER OF
                         SECURITIES TO         AVERAGE           SECURITIES
                           BE ISSUED        EXERCISE PRICE       REMAINING
                         UPON EXERCISE      OF OUTSTANDING     AVAILABLE FOR
                        OF OUTSTANDING    OPTIONS, WARRANTS   FUTURE ISSUANCE
                       OPTIONS, WARRANTS      AND RIGHTS        UNDER EQUITY
                          AND RIGHTS              -             COMPENSATION
                                                                  PLANS(1)
<S>                    <C>                <C>                 <C>
                       -----------------  ------------------  ----------------
EQUITY COMPENSATION
PLANS APPROVED
BY SECURITY
HOLDERS:
Class A Voting
Common Stock. . . . .         19,775,766  $             0.42        18,804,784
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                   4,082,239  $              021  N/A
Class B Non-voting
Common Stock. . . . .         10,283,249  $             0.20  N/A
---------------------  -----------------  ------------------  ----------------

TOTAL:
Class A Voting
Common Stock. . . . .         23,858,005  $             0.36  N/A
Class B Non-voting
Common Stock. . . . .         15,983,249  $             0.20  N/A
---------------------  -----------------  ------------------  ----------------
</TABLE>


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

                                  7


<PAGE>

RECENT  SALES  OF  UNREGISTERED  SECURITIES


-     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  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.

                                  8


<PAGE>

-     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 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.

SMALL  BUSINESS  ISSUER  PURCHASES  OF  EQUITY  SECURITIES

     We  did  not  repurchase  any  of  our  securities  during  2003.


                                  9

<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.

                                  10


<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.  Revenue
from  our  LocatePLUS  product  is  recognized  when  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 current customer base).  In the case of our Entersect products, we charge
a  fee  to customers that varies based upon the type of certification requested.
Revenue  from  our  Entersect  product  is  recognized  when  certifications are
purchased online (and paid for via credit card) and collectibility is reasonably
assured.    In  the  case  of  Dataphant, all sales are made 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  2003  and  2002,  we recorded $1,738,849 and
$665,366, 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, 2003.  As of December 31, 2003,
we  had  notes  payable  (current  and  long-term)  totaling  $2,157,328.

     We  have  incurred significant net losses since our inception.  We incurred
net  losses of approximately $3.9 million in 2002 and $4.4 million in 2003.  Our
accumulated  deficit  as  December 31, 2003 was approximately $22.7 million.  We
raised  approximately  $2.4  million  from sales of our equity during 2003.  Our
ultimate  success  is  still  dependent  upon  our  ability to secure additional
financing to meet our working capital and ongoing project development needs.  We
believe  our  current  sources  of  liquidity,  funding, and customer demand are
adequate  to  sustain  our  current level of operations through the end of 2004.
However,  we  anticipate  that we will increase our sales and marketing, product
development  and  general  and  administrative  expenses during 2004 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, we issued a put to one investor, 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 our 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 2,708,637
shares  of  Class  A  Voting Common Stock, resulting in $651,068 in net proceeds
through  December  31,  2003.  The  value  of shares  available under the put at
December  31,  2003  was  $4,348,932.

                                  11


<PAGE>


RESULTS  OF  OPERATIONS

     YEAR  ENDED  DECEMBER  31,  2003  COMPARED  TO YEAR ENDED DECEMBER 31, 2002


     Revenues.  Revenue  from  our  Worldwide  InformationTM  CD-ROM  product
increased to $478,278 for the year ended December 31, 2003 from $345,003 for the
year  ended  December  31, 2002, an increase of 39%.  The increase was due to an
increase  in  customers  in  2003  from  2002.  Revenue  from our LocatePLUS and
Entersect products, increased to $2,543,581 for the year ended December 31, 2003
as  compared  to $1,471,188 for the year ended December 31, 2002, an increase of
73%.  This increase is attributable to an increase in customers and usage of our
new  product  offerings launched in 2003.  The number of users of our LocatePLUS
and  Entersect  products increased to 14,184 at December 31, 2003 from 10,966 at
December  31,  2002,  an increase of 29%.  In 2003, we launched criminal records
searches,  corporate  record searches, and our enhanced phone number search.  In
2002,  we  began  substantial delivery of our LocatePLUS and Entersect  products
through  channel  partnerships.  Revenue  from our channel partners increased to
$263,834  for  the  year  ended December 31, 2003 as compared to $32,284 for the
year ended December 31, 2002 an increase of 717%.  The increase is attributed to
the  addition  of new channel partners and our commencement of sales and channel
partnerships.  As  part of deploying channel partner agreements, we occasionally
provide  engineering  services.  In  2003  we recognized $105,667 in engineering
revenue  as  compared  to  $53,333  recognized  in 2002.  These services are not
recurring  and  are  dependent  on  customer  needs.  In  2002,  we launched our
LocatePLUS  Anywhere  wireless product.  We recognized revenue of $7,417 in 2003
as compared to $1,980 in 2002, an increase of 275%.  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, 2003, our costs of revenue
for  Worldwide  InformationTM  were  $91,775 as compared to $90,397 for the year
ended December 31, 2002  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, 2003, our costs of revenue associated with LocatePLUS  and channel
partner  sales  were  $2,606,875,  as  compared to $1,217,809 for the year ended
December 31, 2002, an increase of 114%.  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, 2003 were $1,049,381, as compared to $1,001,529 for the year
ended  December  31,  2002,  an  increase of approximately 5%.  This increase in
expenses  is  attributable  primarily  to  an  increase  in  our sales force and
commissions  associated  with  increased  sales  volume.  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, 2003 were $3,804,200 as compared to $3,257,546
for  the  year  ended  December  31,  2002, a increase of 17%.  This increase is
attributable  primarily  to  an  increase  in  costs  associated  with  investor
relations  activities.  We  anticipate  general  and  administrative expenses to
increase  over  the  next  twelve  months.

Interest  income.  Interest  income  increased  to  $137,253  for the year ended
December  31,  2003,  from  $53,835  for the year ended December 31, 2002.  This
increase  is attributable to interest earned on a certain $1,000,000 note issued
to  us  in  2002,  of  which  $838,508  of  principal remained outstanding as of
December  31,  2003.  As  of  March  19,  2004,  $603,500  on  this loan remains
outstanding.

                                  12


<PAGE>
     Interest  expense.  Interest  expense  increased  to  $686,315 for the year
ended  December 31, 2003, from $397,674 for the year ended December 31, 2002, an
increase of 73%.  This increase is attributable to notes payable issued in 2003.

     Other  Income.  Other  income  increased  to  $40,605  for  the  year ended
December  31,  2003,  from  $21,122  for the year ended December 31, 2002.  This
increase  is  attributable to miscellaneous sales and to income recorded for the
repayment  of  previously  written  off  debt.

LIQUIDITY  AND  CAPITAL  RESOURCES

     From  our  incorporation  in  1996  through  December  31,  2003, we raised
approximately  $22.3  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, 2003, our cash and cash equivalents totaled $1,522,922.

     During  2003,  we  used  approximately $3.6 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, 2003, $838,508 on this loan remained outstanding.  As
of  March  19,  2004,  $603,500  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.

     We  raised  approximately $2.4 million of equity during 2003.    Management
believes  our  current  sources  of  liquidity, funding, and customer demand are
adequate  to  sustain  our  current level of operations through the end of 2004.
However,  to  execute  our  current  planned expansion of operations, additional
financing  would  be  necessary.  Under  the put, we sold 2,708,637 shares for a
total  $651,068  in  net  proceeds  through  December  31,  2003.  The remaining
available  under the put at December 31, 2003 was $4,348,932.  Through March 19,
2004,  we  have  issued  7,915,427  shares  of  Class  A  Voting Common Stock in
connection with our exercise of the put, resulting in net proceeds of $2,797,914
to  the  Company.  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.

COMMITMENTS  AND  CONTINGENCIES

     OPERATING  LEASES

     We  lease  office  space  and  equipment  under  various  operating  lease
agreements which terminate on various dates through 2005.  Rent expense amounted
to  $579,419  and  $494,466  during  2003  and  2002,  respectively.

     CAPITAL  LEASES

     Through  December  31,  2003,  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  $1,381,502.

                                  13


<PAGE>


     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,  2003.






<TABLE>
<CAPTION>

Payments Due by Period

<S>                                           <C>         <C>         <C>         <C>         <C>
                                                            LESS THAN     1-3        3-5       MORE THAN
CONTRACTUAL OBLIGATIONS. . . . .                 TOTAL      1 YEAR      YEARS       YEARS     5 YEARS
Long-Term Debt including current               $2,157,328  $1,931,819  $  225,509  $        -  $       -
Capital Leases                                  1,381,502   1,023,457     358,045           -          -
Operating Leases                                  609,032     522,027      87,005           -          -
License Agreements                              2,750,992   2,051,427     699,565           -          -
Total                                          $6,898,854  $5,528,730  $1,370,124  $        -  $       -
                                               ----------  ----------  ----------  ----------  ---------
</TABLE>


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  $50,000 to five of our Directors (Messrs. Kite, Houlihan and Garlock,
Gerard  Scalley  and  Thomas  Murphy).

                                  14


<PAGE>
     USE  OF  OUR  ASSETS

     Certain of our executives are allowed use of company cars for both business
and  personal  purposes.  These  cars  have  been  capitalized  as assets of the
Company,  totaling  $89,635  as  of  December  31,  2003.

     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 2003 and 2002, recognized
$9,722  and  $133,000  of  amortization expense respectively on notes receivable
from  related  parties.  Additionally,  we  have accrued approximately $6,701 in
2003  and  $71,480  in  2002  ($215,929  cumulative  through  December 31, 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.

     For  more  information, see Certain Relationships and Related Transactions,
below.

RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS

     In  December  2002,  the  FASB issued SFAS 148, "Accounting for Stock-based
Compensation  and Disclosure - an amendment of FASB Statement No.123" (SAS 148).
This  statement  amends  SFAS 123, "Accounting for Stock-Based Compensation," to
provide  alternative  transition  methods  for  a voluntary change to fair value
accounting  for  stock-based  employee compensation. In addition, this Statement
amends  the  disclosure  requirements  of  SFAS  123  to  require more prominent
disclosures  in both annual and interim financial statements about the method of
accounting  for  stock-based  employee compensation and the effect of the method
used  on reported results.The Company has not adopted the fair value recognition
principles  of  SFAS  123;  therefore  this Statement has had no effect upon the
Company's  consolidated  financial  condition  or  results  of  operations.  The
Company  has  provided  the  additional  disclosure  required  by  SFAS  148.

OFF-BALANCE-SHEET  ARRANGEMENTS

     The Company has no off-balance-sheet arrangements currently in effect or in
effect during the year ended December 31, 2003, 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,
2003  are  set forth in the section of this Annual Report beginning on page F-1.


                                  15


<PAGE>

ITEM  8  -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE
     Effective  January  8,  2003,  our  audit  committee  dismissed  our former
accountants,  PricewaterhouseCoopers  LLP ("PwC") as our independent accountants
for  the  year  ending  December  31,  2002.

     The  report  of  PwC  on our financial statements for the fiscal year ended
December  31,  2001  was  modified  to  express  substantial doubt regarding our
ability  to  continue  as  a  going  concern.  Except  as described in the prior
sentence,  the reports of PwC on our financial statements 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.

     In addition, during our two most recent fiscal years and through January 8,
2003,  there was no disagreement with PwC 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 PwC, would have
caused  PwC to make reference to the subject of that disagreement in its reports
on  our  financial  statements  for those fiscal periods.  During the year ended
December 31, 2002 and the subsequent interim period preceding PwC's dismissal no
event  occurred  that  is  required to be disclosed pursuant to 304(a)(1)(iv) of
item  304  of  regulation  S-B.

     A letter from PwC with respect to this matter was filed with the Securities
and  Exchange  Commission  on  Form  8-K  on  January  24,  2003.

     On January 8, 2003, the Company's Audit Committee of the Board of Directors
engaged  Carlin,  Charron  &  Rosen,  LLP ("Carlin") 446 Main Street, Worcester,
Massachusetts  01608-2359,  a  member  of the Securities and Exchange Commission
practice  section  of the AICPA, was engaged as our new independent accountants.
During  the  two  most  recent fiscal years and the interim period preceding the
engagement  of  Carlin,  we have not consulted with Carlin 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
our  financial  statements, and no written report or oral advice was provided to
us  by  Carlin that Carlin concluded was an important factor considered by us 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(c) 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 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 (ii) no change in
internal  control over  financial  reporting  occurred  during the quarter ended
December  31, 2003 that has  materially  affected,  or is  reasonably  likely to
materially affect, such internal control over financial reporting.


                                  16


<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  March  31,  2003.


<TABLE>
<CAPTION>


EXECUTIVE OFFICERS AND DIRECTORS                 AGE                         POSITIONS
----------------------------------  -----------------------------  ------------------------------
<S>                                 <C>                            <C>
Jon R. Latorella . . . . . . . . .                             40  Chairman of the Board,
                                                                   President and Chief Executive
                                                                   Officer
Sonia P. Bejjani . . . . . . . . .                             35  Director; President-Worldwide
                                                                   Information, Inc.
James C. Fields. . . . . . . . . .                             36  Vice President of Finance,
                                                                   Treasurer and Secretary,
                                                                   Acting Chief Financial Officer
Steven W. Silva. . . . . . . . . .                             42  Vice President of
                                                                   Business Development
Thomas Garlock(1). . . . . . . . .                             47  Director
John P. Houlihan (1) . . . . . . .                             58  Director
Robert H. Kite(1). . . . . . . . .                             49  Director
Thomas E. Murphy(2). . . . . . . .                             45  Director
Gerard Scalley(2). . . . . . . . .                             48  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.

     STEVEN  W.  SILVA has been our Vice President of Business Development since
January 2002. Mr. Silva was employed with SuperWings Inc., a developer of mobile
field  service  management  applications,  as  its  Vice  President  of Business
Development and Marketing from 2000 to 2002. During 2000, Mr. Silva was the Vice
President  of  Strategic  Marketing  at  ZipLink  Inc.,  a provider of wholesale
Internet connectivity solutions, where he was responsible for marketing, product
management, business development and strategic alliances. From 1997 to 2000, Mr.
Silva  worked for eZenia! Inc., a provider of real time collaboration solutions,
where  he worked as its Director of Technical Business Development. From 1990 to
1997,  Mr. Silva also held channel sales and marketing positions with PictureTel
Corporation,  a  provider  of  visual  collaboration  systems. Mr. Silva holds a
Bachelor  of  Science  in  Business  Administration/Economics  from  Salem State
College,  which  he  received  in  1985.


                                  17


<PAGE>


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.

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.


                                  18


<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  November  3, 2003, Mr. Scalley, Mr. Murphy, Mr. Kite, Mr. Houlihan, Mr.
Garlock,  Mr.  Latorella, and Ms. Bejjani were each issued an option to purchase
100,000  shares  of  Class  B  Non-Voting Common Stock with an exercise price of
$0.20.  None  of  the  above  filed  a Form 4 in a timely fashion as required by
Section  16(a).  The  Company  subsequently  filed a Form 5 with respect to such
issuance  on  February  17,  2004.

On  December  18,  2003,  Mr. Latorella was issued options to purchase 4,250,000
shares  of  Class  A  Voting  Common  Stock  with an exercise price of $0.25 and
5,000,000  shares  of Class A Voting Stock with an exercise price of $1.00.  Mr.
Latorella  did  not  file  a  Form  4 in a timely fashion as required by Section
16(a).  The Company subsequently filed a Form 5 with respect to such issuance on
February  17,  2004.

On  December  18, 2003, Mr. Fields was issued options to purchase 750,000 shares
of  Class A Voting Common Stock with an exercise price of $0.25.  Mr. Fields did
not file a Form 4 in a timely fashion as required by Section 16(a).  The Company
subsequently  filed a Form 5 with respect to such issuance on February 17, 2004.

On  December 18, 2003, Ms. Bejjani was issued options to purchase 250,000 shares
of Class A Voting Common Stock with an exercise price of $0.25.  Ms. Bejjani did
not file a Form 4 in a timely fashion as required by Section 16(a).  The Company
subsequently  filed a Form 5 with respect to such issuance on February 17, 2004.

     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  2003.
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.

                                  19


<PAGE>
     Mr.  Houlihan  serves  as  the  Chairman  of  the  Compensation  Committee.

CODE  OF  ETHICS

     The  Company  has  not  adopted  a  Code  of  Ethics; however, the Board of
Directors  has  indicated that it intends to adopt such a code at the meeting of
the  Board of Directors to be held immediately following the 2004 Annual Meeting
of  Stockholders,  which  is  anticipated  to  be  held  in  May  2004.

ITEM  10  -  EXECUTIVE  COMPENSATION
     The  following  table  sets  forth,  for  2003,  2002  and  2001,  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, 2003, 2002 and 2001
exceeded  $100,000  (the  "Named  Executive  Officers").


<TABLE>
<CAPTION>

                                                        SECURITIES
                                                        UNDERLYING     ALL  OTHER
                                    SALARY     BONUS    OPTIONS        COMPENSATION
NAME AND                              ($)       ($)       (#)          ($)
PRINCIPAL POSITION         YEAR
<S>                       <C>      <C>        <C>       <C>            <C>
JON R. LATORELLA . . . .     2003  58,209(1)         -   9,350,000(2)  13,200(3)
                          -------  ---------  --------  -------------  ---------
President and. . . . . .     2002  50,100(1)         -             -   13,200(3)
Chief Executive Officer.     2001  48,850(1)         -             -   13,200(3)

JAMES C. FIELDS(4) . . .     2003   112,901          -   1,250,000(5)         -
Acting Chief Financial .     2002   104,160          -             -          -
Officer, Treasurer and .     2001    86,673          -       500,000          -
Secretary

ROBERT A. GODDARD(6) . .     2003    61,539          -             -          -
Former Chief Financial .     2002   123,658          -             -    8,079(7)
Officer, Treasurer and .     2001   123,802          -             -    8,079(7)
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.

(2)     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 two company cars, the
value  of  which  is  approximately  $1,100  per  month  to  Mr.  Latorella.

(4)     On  December  18,  2003,  Mr. Fields commenced his employment with us in
2001.  Mr.  Fields  became  an  executive  officer with the Company on March 31,
2003.

(5)     Mr.  Fields  was  granted  incentive stock options to purchase 1,250,000
shares of Class A Voting Common Stock with an exercise price of $0.25 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.


                                  20


<PAGE>

OPTION/SAR  GRANTS  IN  LAST  FISCAL  YEAR

<TABLE>
<CAPTION>


                      Number Of     Percent of
                      Securities    Total
                      Underlying    Options/
                      Options/SARs  SARs          Exercise
                      Granted       Granted To    Of  Base
                                    Employees In    Price   Expiration
Name                      (#)       Fiscal Year     ($/Sh)    Date
<S>                   <C>           <C>           <C>      <C>
Jon R. Latorella . .  4,250,000(1)           38%  $  0.25  12/18/2008
                      ------------  ------------  -------  ----------
President and Chief
Executive Officer. .  5,000,000(1)           44%  $  1.00  12/18/2008
                        100,000(2)            2%  $  0.20  11/03/2008

James C. Fields. . .    500,000(1)            4%  $  0.15   3/31/2013
Acting
 Chief Financial . .    750,000(1)            6%  $  0.25  12/18/2013
</TABLE>


(1)     Class  A  Voting  Common Stock

(2)     Class  B  Non-Voting  Common Stock

ITEM  11  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT
     As  of December 31, 2003, we had 76,076,691 shares of Class A Voting Common
Stock  and  72,898,596  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, 2003, 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.

                                  21


<PAGE>



<TABLE>
<CAPTION>

                                              CLASS A VOTING                CLASS B NON-VOTING
                                                COMMON STOCK                  COMMON STOCK
                                       -----------------------------  -------------------------------
                                         NUMBER OF                      NUMBER OF
                                           SHARES                        SHARES        PERCENTAGE
                                        BENEFICIALLY    PERCENTAGE     BENEFICIALLY    OF SHARES
BENEFICIAL OWNER                           OWNED         OF SHARES        OWNED
-------------------------------------  --------------  -------------  --------------
<S>                                    <C>             <C>            <C>             <C>
Directors
JON R. LATORELLA                        36,940,500(1)          43.2%      125,000(2)            *
SONIA P. BEJJANI                         2,750,000(3)           3.5%      125,380(4)            *
THOMAS GARLOCK                           1,577,838(5)           2.0%      547,560(6)            *
JOHN P. HOULIHAN                           530,000(7)             *     2,519,750(8)          3.4%
ROBERT KITE                                  333,333              *       743,083(9)            *
GERARD SCALLEY                                     -              *      155,610(10)            *
THOMAS MURPHY                                 75,000              *      457,500(11)            *
Officers
JAMES C. FIELDS                         1,125,000(12)           1.5%              -             *

All directors and executive officers
as a group (8 persons)                 43,331,671(13)          47.7%  4,673,883 (14)          6.3%
</TABLE>


                                                                              37

                                                                               1
*     Less  than  one  percent  of  outstanding  shares.
(1)     Includes 9,440,000 shares issuable upon exercise of a fully vested stock
options,  with  a  weighted  average  exercise  price  of  $0.64  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 2,750,000 shares with a
weighted  average  exercise  price  of  $0.20  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 1,034,720
shares  issuable  upon  exercise  of fully vested stock options, with a weighted
average  exercise  price  of  $0.20  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 75,000 shares of
issuable  upon  exercise  of  certain  immediately  exercisable warrants with an
exercise  price  of  $0.20  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.

                                  22


<PAGE>

(9)     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.
(10)     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.
(11)     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.
(12) Includes the vested portion of stock incentive stock options to purchase up
to  1,750,000  shares with a weighted average exercise price of $0.21 per share.
(13)  Includes  14,833,053  shares  issuable  upon  the  exercise of convertible
securities.
(14)  Includes  708,883  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.

     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.

                                  23


<PAGE>


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.

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.

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.

Use  of  Company  Cars.

Mr.  Latorella  and his family are allowed use of two company cars, the value of
which  is  approximately  $1,100  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
-     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

                                  24


<PAGE>

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, and we anticipate that, in accordance
with  the  loan's  terms, we will make a tax equalization payment in 2004 to Mr.
Goddard  in  the  amount  of  approximately  $67,012.

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.

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.

     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.

                                  25


<PAGE>


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.

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.

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.

                                  26


<PAGE>

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.

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.

     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  January  13,  2003,  we  filed  a  Form  8-K  announcing our audit committee
dismissed  our  former  accountants,  PricewaterhouseCoopers  LLP ("PwC") as our
independent  accountants  for  the  year  ending  December  31, 2002 and engaged
Carlin, Charron & Rosen, LLP ("Carlin").  That filing was amended on January 24,
2003  to  include  PWC's  response.

<PAGE>

On March 17, 2003 we filed a Form 8-K announcing the resignation of Dr. Yules on
March  12,  2003  from  our  Board  of  Directors.

                                  27


<PAGE>
On April 4, 2003, we filed a Form 8-K announcing that, effective March 31, 2003,
Robert  A  Goddard resigned as Chief Financial Officer, Treasurer, and Secretary
of  LocatePLUS  Holdings  Corporation,  and  its  two  subsidiaries,  LocatePLUS
Corporation  and  Worldwide  Information,  Inc.,  to  pursue  other  interests.

On  April  23,  2003, we filed a Form 8-K announcing that on April 23, 2003, the
Company  released  earnings  for  the  quarter  ended  March  31,  2003.

     On  September  19,  2003,  we  filed a Form 8-K announcing that the Company
released  financial  guidance  for  the  third quarter ended September 30, 2003.

On  November  3,  2003, we filed a Form 8-K announcing that on October 17, 2003,
LocatePLUS  Holdings  Corporation  announced  the  acquisition  of  Voice  Power
Technologies,  Inc.,  a  Texas  based  provider  of  data  technology.

On  December  10,  2003,  we  filed  a  Form  8-K announcing an amendment to the
Directors  compensation  plan  and  a  change  in  CEO  compensation.

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)
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)

                                  28


<PAGE>
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)
21.1     Subsidiaries  of  LocatePLUS  Holdings  Corporation.(1)
23.4     Consent  of  Carlin,  Charron  &  Rosen,  LLP.

(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).
(*)     Subject  to  a  request  for  confidential  treatment.

ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES
AUDIT  FEES

     During  2003, our principal accountant, Carlin, Charron & Rosen LLP, billed
$44,400  in connection with the audit of our annual financial statements and the
review  of  our  quarterly financial statements.  In 2002, Carlin billed $22,000
for  such  services.

AUDIT  RELATED  FEES

     During  2003, Carlin billed us $5,095 for assurance and services related to
the  performance  of their audit and review of our financial statements.  During
2002,  Carlin  billed  $7,000  for  such  services.


TAX  FEES

     During  2003,  Carlin  billed  us  $8,500 for tax related services.  During
2002,  Carlin  billed  $8,000  for  such  services.


ALL  OTHER  FEES.


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


                                  29


<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
               August 19, 2004


                                  30



<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,  2003, and the related consolidated
statements  of  operations,  stockholders' equity and cash flows for each of the
two years in the period 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 audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  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  audits  provide  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  as  of  December  31,  2003,  and  the  results  of  its
consolidated  operations  and  its  consolidated  cash flows for each of the two
years  in  the  period  ended  December  31, 2003, 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, 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  do  not  include any adjustments that might
result  from  the  outcome  of  this  uncertainty.





CARLIN,  CHARRON  &  ROSEN  LLP
Worcester,  Massachusetts






March  18,  2004


                                           F-1
<PAGE>


<TABLE>
<CAPTION>



LOCATEPLUS HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2003

<S>                                                                      <C>
ASSETS
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . .  $  1,522,922
  Accounts receivable, trade - net. . . . . . . . . . . . . . . . . . .       568,811
  Prepaid expenses and other current assets . . . . . . . . . . . . . .       972,256
  Related party notes recievable. . . . . . . . . . . . . . . . . . . .        37,500
  Notes receivable. . . . . . . . . . . . . . . . . . . . . . . . . . .       901,728
                                                                         ------------
      Total current assets. . . . . . . . . . . . . . . . . . . . . . .     4,003,217
                                                                         ------------
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . .     2,475,080
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       735,869
                                                                         ------------
      Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . .  $  7,214,166
                                                                         ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  1,671,819
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . .     1,222,801
  Accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . .       458,452
  Deferred revenue. . . . . . . . . . . . . . . . . . . . . . . . . . .       100,349
  Current portion of capital lease obligation . . . . . . . . . . . . .       934,594
  Note payable - related party. . . . . . . . . . . . . . . . . . . . .       250,000
  Convertible notes payable . . . . . . . . . . . . . . . . . . . . . .        10,000
                                                                         ------------
      Total current liabilities . . . . . . . . . . . . . . . . . . . .     4,648,015

Capital lease obligation, net of current portion. . . . . . . . . . . .       336,158
Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       225,509
                                                                         ------------
      Total liabilities . . . . . . . . . . . . . . . . . . . . . . . .     5,209,682
                                                                         ------------
Commitments and contingencies . . . . . . . . . . . . . . . . . . . . .            --

Stockholders' equity:
  Class A common stock, $0.01 par value; 150,000,000 shares authorized;
76,076,691 shares issued and outstanding at
December 31, 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . .       760,767
  Class B common stock, $0.01 par value,
250,000,000 shares authorized;
72,898,596 shares issued and outstanding at
December 31, 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . .       728,986
  Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . .    20,967,472
  Warrants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,237,448
  Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . .   (22,690,187)
                                                                         ------------
      Total stockholders' equity. . . . . . . . . . . . . . . . . . . .     2,004,484
                                                                         ------------
      Total liabilities and stockholders' equity. . . . . . . . . . . .  $  7,214,166
                                                                         ============
</TABLE>


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

                                           F-2
<PAGE>


<TABLE>
<CAPTION>



LOCATEPLUS HOLDINGS COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS

                                                FOR THE YEARS ENDED
                                                     DECEMBER 31,
                                               2003               2002

<S>                                    <C>                    <C>
Revenues
   Information sales - CD Rom . . . .  $            478,278   $    345,003
   Information sales - online . . . .             2,543,581      1,471,188
   Information sales - channel. . . .               263,834         32,284
   Information sales - wireless . . .                 7,417          1,980
   Engineering services . . . . . . .               105,667         53,333
                                       --------------------   ------------
   Total revenues . . . . . . . . . .             3,398,777      1,903,788
                                       --------------------   ------------
Costs and expenses:
   Costs of revenues
      CD Rom. . . . . . . . . . . . .                91,775         90,397
      Online and channel. . . . . . .             2,606,875      1,217,809
      Wireless. . . . . . . . . . . .                 2,749          1,100
      Engineering . . . . . . . . . .                26,025          9,297
   Selling and marketing. . . . . . .             1,049,381      1,001,529
   General and administrative . . . .             3,804,200      3,257,546
                                       --------------------   ------------
      Total operating expenses. . . .             7,581,005      5,577,678
                                       --------------------   ------------
Operating loss. . . . . . . . . . . .            (4,182,228)    (3,673,890)

Other income (expense):
   Interest income. . . . . . . . . .               137,253         53,835
   Interest expense . . . . . . . . .              (686,315)      (397,674)
   Other income . . . . . . . . . . .                40,605         21,122
   Write-off accrued license fees . .               283,500              -
                                       --------------------   ------------
Net loss. . . . . . . . . . . . . . .  $         (4,407,185)  $ (3,996,607)
                                       ====================   ============
Basic and diluted net loss per share.  $              (0.03)  $      (0.04)

Shares used in computing basic and
diluted net loss per share. . . . . .           130,299,353    111,798,301
</TABLE>



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

                                           F-3
<PAGE>


<TABLE>
<CAPTION>



LOCATEPLUS HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                                                          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, 2001. . . . . . . . . .    53,108,580  $     531,086  48,527,054  $      485,270  $ 14,213,637
Issuance of common stock at
 $0.15 per share, net of issuance
 costs of $28,478 . . . . . . . . . . . . . . .             -              -   8,113,672          81,137     1,107,436
Issuance of warrants to purchase
 common stock in exchange
 for services . . . . . . . . . . . . . . . . .             -              -           -               -             -
Payment of stock subscription
receivable. . . . . . . . . . . . . . . . . . .             -              -           -               -             -
Issuance of Units at $0.30 per
 unit net of $590,662 issuance
 cost . . . . . . . . . . . . . . . . . . . . .             -              -  12,000,000         120,000     1,929,338
Exchange of convertible notes
 payable plus accrued interest
 at $0.22 per share . . . . . . . . . . . . . .     1,681,712         16,817           -               -       386,794
Exercise of detachable warrants . . . . . . . .        60,000            600           -               -         8,040
Beneficial conversion feature
 on convertible debt. . . . . . . . . . . . . .             -              -           -               -       104,503
Issuance of detachable warrants
 to purchase common stock in
 conjunction with debt and lease
 financing. . . . . . . . . . . . . . . . . . .             -              -           -               -             -
Net loss for the year ended
 December 31, 2002. . . . . . . . . . . . . . .             -              -           -               -             -
                                                 ------------  -------------  ----------  --------------  -------------
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         113,892       396,360
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 common 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
                                                 ------------  -------------  ----------  --------------  -------------

LOCATEPLUS HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                                                                 COMMON
                                                                 STOCK                      TOTAL
                                                                 SUB-                       STOCKHOLDERS'
                                                                 SCRIPTIONS   ACCUMULATED   EQUITY
                                                    WARRANTS     RECEIVABLE    DEFICIT      (DEFICIT)
                                                 --------------  ----------  -------------  ------------

Balance at December 31, 2001. . . . . . . . . .  $      547,994  $  (4,500)   (14,286,395)    1,487,092
Issuance of common stock at
 $0.15 per share, net of issuance
 costs of $28,478 . . . . . . . . . . . . . . .               -          -              -     1,188,573
Issuance of warrants to purchase
 common stock in exchange
 for services . . . . . . . . . . . . . . . . .         236,177          -              -       236,177
Payment of stock subscription
receivable. . . . . . . . . . . . . . . . . . .               -      4,500              -         4,500
Issuance of Units at $0.30 per
 unit net of $590,662 issuance
 cost . . . . . . . . . . . . . . . . . . . . .         960,000   (174,908)             -     2,834,430
Exchange of convertible notes
 payable plus accrued interest
 at $0.22 per share . . . . . . . . . . . . . .               -          -              -       403,611
Exercise of detachable warrants . . . . . . . .               -          -              -         8,640
Beneficial conversion feature
 on convertible debt. . . . . . . . . . . . . .               -          -              -       104,503
Issuance of detachable warrants
 to purchase common stock in
 conjunction with debt and lease
 financing. . . . . . . . . . . . . . . . . . .          80,662          -              -        80,662
Net loss for the year ended
 December 31, 2002. . . . . . . . . . . . . . .               -          -     (3,996,607)   (3,996,607)
                                                 --------------  ----------  -------------  ------------
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
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. . . . . . . . . . . . . .               -          -              -        17,870
Exercise of options @ $0.20 . . . . . . . . . .               -          -              -       282,891
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 common 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
                                                 --------------  ----------  -------------  ------------
</TABLE>

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

                                           F-4
<PAGE>

<TABLE>
<CAPTION>



LOCATEPLUS HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

                                            FOR THE YEARS ENDED
                                               DECEMBER 31,
                                                   2003               2002
<S>                                        <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss. . . . . . . . . . . . . . . .           ($4,407,185)   ($3,996,607)
  Adjustments to reconcile
   net loss to net cash used in
    operating activities:
  Depreciation and amortization
   of property and equipment. . . . . . .               571,527        475,542
  Provision for doubtful accounts . . . .               150,603         32,180
  Interest expense related
   to warrants issued with debt . . . . .               327,420          4,020
  Interest expense related
  to beneficial conversion feature. . . .                     -        104,503
  Interest expense recorded
   on mandatorially convertible debt. . .                     -         40,773
  Amortization of notes
   receivable from related parties. . . .                 9,722        133,334
  Amortization of intangible assets . . .                28,512              -
  Write down of accrued license fees. . .               283,500              -
  Expense recorded for fair value
   of stock, options, and warrants
   issued for services. . . . . . . . . .               261,309        238,603
  Changes in assets and liabilities:
  Accounts receivable . . . . . . . . . .              (449,848)      (148,156)
  Prepaid expenses and other assets . . .                (5,006)      (154,432)
  Other assets. . . . . . . . . . . . . .              (113,772)        50,488
  Accounts payable. . . . . . . . . . . .              (292,170)       115,678
  Accrued expenses. . . . . . . . . . . .                24,510        101,550
  Deferred revenue. . . . . . . . . . . .               (24,112)      (145,545)
                                           --------------------   ------------
  Net cash used in operating activities .            (3,634,990)    (3,148,069)
                                           --------------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Principal repayment
   of purchased note receivable . . . . .               539,767      1,018,525
  Purchase of note receivable . . . . . .              (210,021)    (1,250,000)
  Purchases of property and
   equipment. . . . . . . . . . . . . . .               (74,568)      (150,636)
  Proceeds from sale of property
   and equipment. . . . . . . . . . . . .                 1,500              -
                                           --------------------   ------------
  Net cash provided by
   investing activities . . . . . . . . .               256,678       (382,111)
                                           --------------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of debt . . . . . . . . . . .              (561,790)      (600,000)
  Proceeds from issuance of
   debt . . . . . . . . . . . . . . . . .             1,816,000      1,382,900
  Payments of obligations
   under capital lease. . . . . . . . . .              (737,504)      (169,514)
  Proceeds from issuance of
   common stock and collection of stock
           subscriptions receivable,
            net of issuance costs . . . .             2,723,315              -
  Deposit for Units . . . . . . . . . . .                     -      3,662,143
                                           --------------------   ------------
  Net cash provided by
   financing activities . . . . . . . . .             3,240,021      4,275,529
                                           --------------------   ------------

Net (decrease) increase in
 cash and cash equivalents. . . . . . . .              (138,291)       745,349

Cash and cash equivalents,
 beginning of period. . . . . . . . . . .             1,661,213        915,864
                                           --------------------   ------------
Cash and cash equivalents,
 end of period. . . . . . . . . . . . . .             1,522,922      1,661,213
                                           ====================   ============

Supplemental disclosures of cash
 flows information:
Cash paid for interest. . . . . . . . . .  $            378,894   $    144,215

Supplemental disclosure of non
-cash investing and financing activities:
Acquisition of property
 and equipment under capital leases . . .  $          1,658,416   $    211,436
Exchange of convertible
 debt for common stock. . . . . . . . . .                     -        312,000
Relative fair value of detachable
 warrants issued in conjunction
 with convertible debt. . . . . . . . . .               327,420          4,020
Value ascribed to beneficial
 conversion features on convertible
 debt . . . . . . . . . . . . . . . . . .                     -        104,503
Issuance of common stock for
 subscription receivable. . . . . . . . .                     -        174,908
Fair value of warrants issued
 in conjunction with services . . . . . .               261,308        241,103
</TABLE>


                                                                             F-5

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

                                           F-5
<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 $22.7 million through December 31, 2003.
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 $2,400,000 and $4,800,000 of equity during
2003  and  2002  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 2,708,637 shares for a total $651,068 in
net  proceeds from the investor through December 31, 2003.  The remaining amount
available under the put at December 31, 2003 was $4,348,932.  Subsequent to year
end,  the  Company  has  issued  an additional 5,206,790 shares of the Company's
Class  A  Voting common stock to this investor, resulting in net proceeds to the
Company  of  approximately  $2,100,000.

                                           F-6
<PAGE>


     Management  believes  the  Company's current sources of liquidity, funding,
and  customer  demand  are  adequate  to sustain its current level of operations
through the end of 2004.  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-7
<PAGE>


     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  2003  and  2002  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-8
<PAGE>

<TABLE>
<CAPTION>


                                    YEAR ENDED DECEMBER 31
                                     2003                2002
                           ------------------------  ------------

<S>                        <C>                       <C>
Net loss - reported . . .  $            (4,383,229)  $(3,996,607)
Amortization of stock
compensation expense. . .                  (84,246)     (100,407)
Pro forma net loss. . . .  $            (4,467,475)  $(4,097,014)
                           ------------------------  ------------
Pro forma net loss per
share - basic and diluted  $                 (0.03)  $     (0.04)
                           ========================  ============
</TABLE>



     The weighted average fair value of options granted during 2003 and 2002 was
$0.05 and $0.05 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 25%; average risk-free
interest  rate  of  3.54%  and an expected option holding period of 6 years.  In
2002,  the  fair  value  of options was estimated at the date of grant using the
minimum value option pricing method since all employee options were issued prior
to  the  Company's  Initial  Public  Offering.  The  value  was calculated using
expected  life of 5 years, average risk free rate of 2.8%, volatility of 0%, and
dividend  yield  of  0%.

     ADVERTISING
     The  Company  charges  advertising  costs  to  operations  when  incurred.
Advertising  expense  was  $9,225  in  2003  and  $2,363  in  2002.

     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  2002,  the  FASB issued SFAS 148, "Accounting for Stock-based
Compensation  and Disclosure - an amendment of FASB Statement No.123" (SAS 148).
This  statement  amends  SFAS 123, "Accounting for Stock-Based Compensation," to
provide  alternative  transition  methods  for  a voluntary change to fair value
accounting  for  stock-based  employee compensation. In addition, this Statement
amends  the  disclosure  requirements  of  SFAS  123  to  require more prominent
disclosures  in both annual and interim financial statements about the method of
accounting  for  stock-based  employee compensation and the effect of the method
used  on reported results.The Company has not adopted the fair value recognition
principles  of  SFAS  123;  therefore  this Statement has had no effect upon the
Company's  consolidated  financial  condition  or  results  of  operations.  The
Company  has  provided  the  additional  disclosure  required  by  SFAS  148.

3.     ACCOUNTS  RECEIVABLE,  TRADE
     Trade  accounts  receivable  are presented net of an allowance for doubtful
collections  of  $110,458  at December 31, 2003.  In determining this allowance,
objective  evidence  that  a  single  receivable

                                           F-9
<PAGE>

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
     Included  in  prepaid  expenses  and  other  current  asses is a balance of
$250,000  paid  to  NFC  Corporation,  in  the  form  of 2,500,000 shares of the
Company's  Class  A  Voting common stock, for investor relation services.  These
shares were valued at $0.18 per share, the market price on the date of issue, or
$450,000.  To  date,  $200,000  of  that  amount  has been expensed for services
provided  to  the  Company  by  NFC.  Also included in prepaid expense and other
current  assets  is  a $53,300 balance on employee expenses per verbal agreement
with  an  employee that allowed the employee to exercise 800,000 options with an
exercise  price  of  $0.20 at no cost to the employee.  The Company is expensing
this  balance over the remaining four months of a one year period.  The employee
is  expected  to  pay  the  Company for any unamortized balance if employment is
terminated  before  the  one  year  period  expires.

5.     NOTES  RECEIVABLE

     RELATED  PARTIES
During  2000,  the  Company  issued  cash  loans  of  $400,000  in  exchange for
promissory  notes from certain officers.  Although the notes were due January 3,
2010,  in  the  event  that,  as of January 3, 2003, the officers were (i) still
employed by the Company; (ii) an independent contractor of the Company; or (iii)
a  member  of  the  Company's  Board of Directors, then the obligations and debt
evidenced  by  the  notes would be canceled without further action by any party.
In  the  event that the note is canceled pursuant to the conditions noted above,
the Company agrees to pay to the officer, no later than two months after the end
of  the  officer's  applicable  tax  year  in which such cancellation occurs, an
amount in cash sufficient to fulfill the officer's tax liability attributable to
the  cancellation  of  the  notes.  As  such, the Company has been expensing the
principal of the notes on a monthly basis and in 2003 and 2002 recognized $9,722
and  $133,000  of  amortization  expense, respectively, on notes receivable from
related  parties.  At  December  31,  2003, the net amount of these notes is $0.
Additionally,  the  Company has accrued approximately $6,701 in 2003 and $71,480
in  2002  ($215,929  cumulative  through  December  31, 2003 included in accrued
expenses  in  the  balance  sheet)  relating to an estimate of the officers' tax
liability  expected  to  be  reimbursed  by  the  Company.

At December 31, 2003, there were non-interest bearing demand notes receivable in
the  amount of $37,500 due from company officers and employees.  These notes are
expected  to  be  repaid  in  2004.

UNRELATED  PARTIES
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 $100,000 in 2003 and $23,000 in 2002
and  $181,800 is unpaid at December 31, 2003 and is included in prepaid expenses
and  other current assets.  The remaining principal balance at December 31, 2003
was  $838,508.  Subsequent  to  year  end,  the  Company  received  $235,000  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.  In  2002,  the Company advanced a total of $250,000 to this
unrelated  entity  in  the  form of cash and services.  The remaining balance at
December  31,  2003  was  $63,220.  There  is  no  stated interest rate on these
advances  but  the  Company  believes  it  is

                                           F-10
<PAGE>

entitled  to  warrants that would allow it to buy stock in the unrelated entity;
however,  the  terms  and  conditions  of the warrants have yet to be agreed on.

6.     INVESTMENT
     During  2000, the Company entered into certain agreements, as amended, with
an  unrelated  party  ("IntelliCorp")  under  which the Company invested cash of
$500,000 in exchange for contingently convertible promissory notes.  The Company
reserved  all  amounts  owed  to  it  by  IntelliCorp.

     On  January  22,  2002 both parties agreed to the repayment of the $500,000
through  an  addendum  to  the  Channel  Partner Agreement signed in August 2001
between  the  parties.  The  addendum  provides  for a 75:25 sharing of revenues
received by the unrelated party resulting from this Channel Partner Agreement in
favor  of the Company.  One third of proceeds remitted to the Company under this
arrangement  will  be treated as repayment of the $500,000 plus accrued interest
and  the balance will be recorded as revenue.  On full repayment of the $500,000
plus  accrued  interest,  the revenue sharing arrangement will change to a 50:50
basis.  Interest  on the note ceased to accrue on January 21, 2002 in accordance
with  the  arrangement.  As of that date, interest receivable of $76,280 was due
but  not  recorded  as income.  In 2003 and 2002, the Company recognized $10,106
and  $16,000,  respectively, as partial repayment towards the $500,000, recorded
as  other  income.

7.     PROPERTY  AND  EQUIPMENT
     Property  and  equipment  at  December 31, 2003, consists of the following:


<TABLE>
<CAPTION>

<S>                                <C>
Equipment . . . . . . . . . . . .  $3,136,525
Vehicles. . . . . . . . . . . . .      89,635
Software. . . . . . . . . . . . .     157,559
Furniture and fixtures. . . . . .     388,493
Leasehold improvements. . . . . .     539,563
                                   ----------
                                    4,311,775

Less accumulated depreciation and
  amortization. . . . . . . . . .   1,836,695
                                   ----------
Property and equipment, net . . .  $2,475,080
                                   ==========
</TABLE>


     The  carrying  value  of assets under capital leases was $1,903,160, net of
amortization  of  $639,008  as  of  December  31,  2003.

     Depreciation  and  amortization  expense  was $576,081 and $475,542 for the
years  ended  December  31,  2003  and  2002,  respectively,  which  includes
amortization  expense  on  the  equipment  under  capital  lease of $277,828 and
$163,532  for  the  years  ended  December  31,  2003  and  2002,  respectively.

8.     OTHER  ASSETS
     Other  assets  consist  of  the  following  at  December  31,  2003:


<TABLE>
<CAPTION>



<S>                       <C>
Customer lists and
non-compete agreement. .  $ 328,486
Accumulated amortization    (28,512)
Deferred financing costs    459,000
Accumulated amortization   (193,639)
Security deposits. . . .     95,534
Deposit on Subsidiary
formed after year end. .     75,000
                          ---------
Total. . . . . . . . . .  $ 735,869
                          =========
</TABLE>



                                           F-11
<PAGE>


9.     ACCRUED  EXPENSES
     Accrued  expenses  consist  of  the  following  at  December  31,  2003:


<TABLE>
<CAPTION>



<S>                        <C>
Payroll and related taxes  $314,605
Sales tax . . . . . . . .    26,385
Accounting, legal and
professional fees . . . .    96,667
Other . . . . . . . . . .    20,795
                           --------
Total . . . . . . . . . .  $458,452
                           ========
</TABLE>


10.     NOTES  PAYABLE
     On  October  12, 2002 the Company completed its initial public offering and
as a result certain convertible notes with detachable warrants were converted at
$0.24  into 1,681,712 Class A Common Shares and the Company recorded $100,903 of
interest  expense  as  a  result of the beneficial conversion.  In addition, all
detachable  warrants  were  exercised  either  through  purchase  or  cashless
conversion  into  60,000  shares  of  Class  A  Common  Stock.

     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, 2003, is $2,022,227.  The remaining
debt  is  due in 2004, except for $230,000 due in 2005.  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.

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.

11.     NOTE  PAYABLE  -  RELATED  PARTY
     In  December  2002,  the  Company  issued  a  note with detachable warrants
payable  to  one  of its current board members in exchange for $250,000 in cash.
The  note  has  a  twelve-month  term  with  interest at a rate of 10% per annum
payable  monthly.  The  detachable  warrants  were  for  the purchase of 250,000
shares of the Company's Class B Non-Voting Common Stock at $0.22 per share.  The
warrants  had a term of ten years and became exercisable upon issue.  Subsequent
to  year  end  this  note  was  repaid  in  full.

     The  Company  allocated  the  investment  proceeds to the debt and warrants
based  on  their  relative fair values.  The relative fair value of the warrants
was  determined  to be $41,599, which was recorded as debt discount, a reduction
of  the carrying amount of the debt.  This amount is being amortized to interest
expense  over the term of the debt.  The fair value of the warrants was based on
the  Black-Scholes  model.  The  Black-Scholes  calculation  incorporated  the
following  assumptions:  0%  dividend  yield,  100%  volatility,  4.1%  average
risk-free  interest  rate,  a ten-year life and an underlying Class B Non-Voting
Common  Stock  value  of  $0.22  per  share.


                                           F-12
<PAGE>

12.     RELATED  PARTY  TRANSACTIONS

     On  January  31,  2002, the Company granted a warrant to purchase 1,177,680
shares  of  Class  B  Non-voting  Common Stock at $0.15 per share for consulting
services  rendered  by  the former board member and recorded expense of $161,026
associated  with  the  warrants.

     In  2002,  the Company granted options to purchase 160,541shares of Class A
Voting  Common  Stock  with  an  average  exercise  price  of $.90 per share and
warrants  to  purchase 27,089 shares of Class B Non-voting Common Stock at $0.15
per  share  in  consideration for services rendered by a member of the Company's
Board  of  Directors.  The  Company  recorded expense of $40,238 associated with
these options and warrants.  On February 1, 2002, the Company issued warrants to
purchase  a  total  of  70,000  shares of Class B Non-voting Common Stock to two
directors  of  the  Company  and  recorded expense of $9,569 associated with the
warrants.

     The fair value of the options granted in 2002 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  value  of  $0.90  per  share.

     The  fair value of the warrants granted in 2002 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,  5.0% average risk-free interest rate, a ten-year life
and  an  underlying  Class  B  Voting  Common  Stock  value  of $0.15 per share.

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 2005.  Rent
expense  amounted  to  $579,419  and  $494,466  for 2003 and 2002, respectively.

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



<TABLE>
<CAPTION>



YEAR ENDING DECEMBER 31,
<S>                       <C>
2004 . . . . . . . . . .  $522,027
2005 . . . . . . . . . .    87,005
                          --------
Total. . . . . . . . . .  $609,032
                          ========
</TABLE>


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.


                                           F-13
<PAGE>

     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,  2003.


<TABLE>
<CAPTION>


YEAR ENDING DECEMBER 31,

<S>                             <C>
2004 . . . . . . . . . . . . .  $1,023,457
2005 . . . . . . . . . . . . .     353,733
2006 . . . . . . . . . . . . .       3,044
2007 . . . . . . . . . . . . .       1,268
                                ----------
                                 1,381,502
Less:  amounts representing
interest and executory costs .     110,750
                                ----------
Present value of future
minimum lease payments . . . .   1,270,752

Less:  current portion of
obligation under capital lease     934,594
                                ----------
Long-term obligation under
 capital lease . . . . . . . .  $  336,158
                                ==========
</TABLE>


     LICENSE  AGREEMENTS
     The  Company  obtains  its  data from multiple sources and has entered into
various  license  agreements with the related data providers.  In 2003 and 2002,
the  Company  recorded  $1,738,849 and $665,366 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:



<TABLE>
<CAPTION>



YEAR ENDING DECEMBER 31,

<S>                        <C>
2004. . . . . . . . . . .  $2,051,427
2005. . . . . . . . . . .     679,565
2006. . . . . . . . . . .      20,000
                           ----------
                            2,750,992
                           ==========
</TABLE>


     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.


                                           F-14
<PAGE>

14.     INCOME  TAXES
     Deferred  tax  assets  consist  of  the  following  at  December  31:



<TABLE>
<CAPTION>



                                          2003

<S>                                   <C>
Net operating loss carry forwards. .  $ 7,421,500
Depreciation and amortization. . . .      481,400
Bad debt reserve . . . . . . . . . .       44,750
Investment loss. . . . . . . . . . .      202,500
Capitalized research and development      810,000
Other. . . . . . . . . . . . . . . .       87,450
                                       ----------
Gross deferred tax assets. . . . . .    9,047,600

Valuation allowance. . . . . . . . .   (9,047,600)
                                       ----------
                                      $         -
                                       ==========
</TABLE>



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.

At  December  31,  2003,  the  Company  had net operating loss carryforwards for
federal  and  state  income tax reporting purposes of approximately $18,300,000.
The  federal  and  state  net  operating loss carryforwards expire through 2023.

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, 2003, 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,  2003, a total of 16,082,239 shares of Class A Voting
Common  Stock  were  reserved  for  issuance  upon exercise of outstanding stock
option  and  warrant  agreements.  As  of

                                           F-15
<PAGE>

December  31,  2003,  10,283,249  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.

     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

                                           F-16
<PAGE>

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  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,  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  2003,  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.

     As  of  December  31,  2003,  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 4,082,239 and 10,283,249 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 1,304,784 are available for
grant  at December 31, 2003.  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 17,500,000 and 19,300,000 Class A and
Class  B,  respectively,  are  available  for  grant  at December 31, 2003.  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

                                           F-17
<PAGE>

table  presents  activity  under the Plans for the years ended December 31, 2003
and  2002:


<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, 2001  10,602,716       0.20          -         -
Issued. . . . . .     300,000       0.25          -         -
Canceled. . . . .    (170,000)      0.20          -         -

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
</TABLE>



     The  following table summarizes information relating to options outstanding
at  December  31,  2003:


<TABLE>
<CAPTION>


CLASS A
                        OPTIONS OUTSTANDING                            OPTIONS EXERCISABLE
                                      WEIGHTED
                                       AVERAGE      WEIGHTED                          WEIGHTED
RANGE OF                              REMAINING      AVERAGE                           AVERAGE
EXERCISE                             CONTRACTUAL    EXERCISE                          EXERCISE
PRICE                SHARES         LIFE (YEARS)      PRICE            SHARES           PRICE
<S>            <C>                  <C>            <C>          <C>                   <C>
0.15 . . . .              250,000           9.25  $      0.15               250,000  $    0.15

0.20 - $0.25           14,445,766           7.51  $      0.22            12,880,766  $    0.22

0.30 . . . .               80,000           7.01  $      0.30                80,000  $    0.30

1.00 . . . .            5,000,000           4.97  $      1.00             5,000,000  $    1.00
                       ----------   ------------  -----------    ------------------  ---------
                       19,775,766           6.45  $      0.42            18,210,766  $    0.43
                       ==========   ============  ===========     =================  =========
</TABLE>


<TABLE>
<CAPTION>


CLASS B
-                      OPTIONS OUTSTANDING                           OPTIONS EXERCISABLE
-                    -             WEIGHTED         -                -                -
-                    -              AVERAGE      WEIGHTED            -            WEIGHTED
RANGE OF             -             REMAINING     AVERAGE             -             AVERAGE
EXERCISE             -            CONTRACTUAL    EXERCISE            -            EXERCISE
PRICE             SHARES         LIFE (YEARS)     PRICE            SHARES           PRICE
<S>         <C>                  <C>            <C>         <C>                   <C>
..20 . . .            5,700,000           9.69  $     0.20             5,700,000  $    0.20
              ----------------     ----------  ----------      ----------------  ---------
                     5,700,000           9.69  $     0.20             5,700,000  $    0.20
              ================     ==========  ==========      ================  =========
</TABLE>


     F-7
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
$5,925  and  $2,806  in  2003  and  2002,  respectively.


                                           F-18
<PAGE>

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.

<TABLE>
<CAPTION>


                                  FOR THE YEAR ENDED

                                  DECEMBER 31,
                                      2003          2002

<S>                               <C>            <C>
Information sales:
   CD Rom. . . . . . . . . . . .  $     478,278  $  345,003
   Online and Channel. . . . . .      2,807,415   1,503,472
   Wireless. . . . . . . . . . .          7,417       1,980
                                  -------------  ----------
Total information sales. . . . .      3,293,110   1,850,455
                                  =============  ===========
Costs of Information sales:
   CD Rom. . . . . . . . . . . .         91,775      90,397
   Online and Channel. . . . . .      2,606,875   1,217,809
   Wireless. . . . . . . . . . .          2,749       1,100
                                  -------------  ----------
Total costs of Information sales      2,701,399   1,309,306
                                  =============  ===========
</TABLE>




19.     SUBSEQUENT  EVENTS

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.























                         See Independent Auditors Report

                                           F-19