UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  
 FORM
10-KSB/A
 Amendment
2
 
  (Mark
One)
  Q
              ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For the
fiscal year ended August 31, 2008
  o
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  Commission
File Number 333-139395
  LOCATION BASED TECHNOLOGIES,
INC.
 (Name of
small business issuer in its charter)
  Nevada
              
              20-4854758(State
      of incorporation)
              
              (I.R.S.
      Employer Identification No.)
  4989 E. La Palma Avenue,
Anaheim, California 92807
 (Address
of principal executive offices)
  800-615-0869
 (Issuer’s
telephone number)
  
  Securities
      registered under Section 12(b) of the Act:Title of each class
      registered:
              Name of each exchange
      on which registered:None
              NoneSecurities registered
      under Section 12(g) of the Act:
                None
  1
  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 Q  No
o
  Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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.  o
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes o  No Q
  State
issuer’s revenues for its most recent fiscal year:  $5,818
 
 State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. $217,503,086.
  APPLICABLE
ONLY TO CORPORATE REGISTRANTS
  The
number of shares outstanding of the issuer’s common equity, as of November 20,
2008 was 88,776,770.
  DOCUMENTS
INCORPORATED BY REFERENCE
  If the
following documents are incorporated by reference, briefly describe them and
identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933 (“Securities Act”). The listed
documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24,
1990).  None
  Transitional
Small Business Disclosure Format (Check
one):    Yes o No Q
  2
  Explanatory
Note
 
 Location
Based Technologies, Inc. (the “Company”) is filing this Amendment No. 2 to its
Annual Report on Form 10-KSB for the fiscal year ended August 31, 2008 to
reflect appropriate disclosure of our controls and procedures pursuant to Item
8A(T). Except as set forth herein, no other changes are made to our Annual
Report on Form 10-KSB for the fiscal year ended August 31, 2008.
 Item 8A(
T ). Controls and Procedures
 
 Evaluation of disclosure controls
and procedures
 
 As of
August 31, 2008, our management carried out an evaluation under the supervision
and with the participation of our Chief Executive Officer ("CEO") and Principal
Financial Officer ("PFO"), of the effectiveness of the design and operation of
our disclosure controls and procedures pursuant to Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934 ("Exchange
Act").  Disclosure controls are controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the SEC's rules and
forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by a company in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the company's management,
including its principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.
 
 As
described below under Management's Report on Internal Control over Financial
Reporting, our management has identified a deficiency in our internal control
over financial reporting. As a result of this deficiency, our management has
concluded that, as of August 31, 2008, our disclosure controls and procedures
were not effective.
 
 (b)Management's
Report on Internal Control over Financial Reporting
  Our
company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act) for our company. Our company’s internal control
over financial reporting is designed to provide reasonable assurance, not
absolute assurance, regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles in the United States of America.
Internal control over financial reporting includes those policies and procedures
that: (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our company’s
assets; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles in the United States of America, and
that our company’s receipts and expenditures are being made only in accordance
with authorizations of our management and directors; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on the financial statements.
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
  3
 
 As
required by Rule 13a-15(c) promulgated under the Exchange Act, our management,
with the participation of our Chief Executive Officer and Chief Financial
Officer, evaluated the effectiveness of our internal control over financial
reporting as of August 31, 2008.  Management’s assessment was based on
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control over Financial Reporting —Guidance for Smaller
Public Companies.  In performing the assessment, management has concluded
that our Company's disclosure controls and procedures were not effective as of
August 31, 2008, due to the following:
 
 Company's
disclosure controls and procedures were not effective as of August 31, 2008, due
to management’s failure to include its report on internal control over financial
reporting in the Form 10-KSB as required.
 
 This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management’s report
in this annual report.
 
 (c)Changes in
Internal Control over Financial Reporting
  There
were no other significant changes in our internal control over financial
reporting during the year ended August 31, 2008, that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.
  4
  Signatures
   In
accordance with Section 13 or 15(d) of the Exchange Act, the company caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
  LOCATION
      BASED TECHNOLOGIES, INC.
                (Registrant)Date:
      February 13, 2009
              By:
              /s/ David
      M. MorseDavid
      M. MorseCo-
      President and Chief Executive Officer
   In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the company and in the capacities and on the
dates indicated.
  Date:
      February 13, 2009
              By:
              /s/ David
      M. MorseDavid
      M. MorseDirector
  Date:
      February 13, 2009
              By:
              /s/ Joseph
      ScalisiJoseph
      ScalisiDirector
  Date:
      February 13, 2009
              By:
              /s/ Desiree
      MejiaDesiree
      MejiaDirector
   SUPPLEMENTAL
INFORMATION TO BE FURNISHED WITH REPORTS FILED
 PURSUANT
TO SECTION 15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS
  1.
              No
      annual report to security holders covering the company’s fiscal year ended
      August 31, 2008, has been sent as of the date of this
    report.
  2.
              No
      proxy soliciting material has been sent to the company’s security holders
      with respect to the 2009 annual meeting of security
    holders.
  3.
              If
      such report or proxy material is furnished to security holders subsequent
      to the filing of this Report on Form 10-KSB, the company will furnish
      copies of such material to the Commission at the time it is sent to
      security holders.