UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549







FORM
10-K/A


Amendment
5





(Mark
One)




Q
                      ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended August 31, 20085
                      TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE
  SECURITIES




For the
transition period from _______________ to_______________




Commission
file number 333-139395







LOCATION
BASED TECHNOLOGIES, INC.


(Name of
small business issuer in its charter)




Nevada
            
            20-4854758(State
      or other jurisdiction
              of
      incorporation or organization)
            
            (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 Exchange Act:




Title of Each Class
                  
                  Name of Each Exchange
                    on Which RegisteredNone
                  
                  None




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


None


Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes  oNo  x
  Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes  xNo  o
  Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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  xNo  o
  1
  Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o No x
  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405) is not contained herein, and will not 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-K or any
amendment to this Form 10-K.  o
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
   Large Accelerated
      Filer  o
              Accelerated
      Filer  oNon-Accelerated
      Filer  o
              Smaller reporting
      company  x(Do not check if
      smaller reporting company)
  Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Act). Yes oNo  x
  State the
aggregate market value of the voting and non-voting common equity held by
nonaffiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.  $217,503,086
  (APPLICABLE
ONLY TO REGISTRANTS INCLUDED IN BANKRUPTCY
 PROCEEDINGS
DURING THE PREVIOUS FIVE YEARS)
  Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.Yes o  No o
  (APPLICABLE
ONLY TO CORPORATE REGISTRANTS)
  Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date. 88,776,770
  DOCUMENTS
INCORPORATED BY REFERENCE
  List
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (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) under the Securities Act of 1933.  The listed documents should be
clearly described for identification purposes (e.g., annual report to
security holders for fiscal year ended December 24, 1980).
  2


Explanatory
Note




Location
Based Technologies, Inc. (the “Company”) is filing this Amendment No. 5
on Form 10-K to amend its Annual Report properly filed on Form 10-KSB
for the fiscal year ended August 31, 2008 to


(i)
              correct
      the signature block on each of the above referenced Form 10-K (formerly
      Form 10-KSB) and Amendment Nos. 1, 2, 3 and 4 thereto to comply with
      the signature block for Form
10-K




Except as
set forth herein, no other changes are made to our Annual Report on Form 10-K
for the fiscal year ended August 31, 2008.




Item
13 Exhibits




Exhibit
      31.1
            Sarbanes-Oxley
      Act Section 302 Certification of Chief Executive Officer - for Amendment
      Nos. 1, 2, 3 and 4 to Form 10-K (formerly Form
      10-KSB)which amendments were filed January 6, 2009,
      February 13, 2009, March 6, 2009, September 22, 2009,
      respectively.




Exhibit
      31.2
            Sarbanes-Oxley
      Act Section 302 Certification of Principal Financial Officer - for
      Amendment Nos. 1, 2, 3, and 4to Form 10-K (formerly Form
      10-KSB) which amendments were filed January 6, 2009,
      February 13, 2009, March 6, 2009, September 22,
      2009, respectively.




Exhibit
      32
            Sarbanes-Oxley
      Act Section 906 Certifications of Chief Executive Officer and Principal
      Financial Officer - for the Form 10-K (formerly Form
      10-KSB) filed December 21, 2009, as well as for Amendment
      Nos. 1, 2, 3 and 4 to Form 10-K (formerly Form
      10-KSB) which amendments were filed January 6, 2009,
      February 13, 2009, March 6, 2009, September 22,
      2009, respectively.




3




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)Dated:  October 6,
      2009
                          By:
                          /s/ David
      M. MorseDavid
      M. Morse,
                            Co- 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.


October
      6, 2009
                              By:
                              /s/ David
      M. MorseDavid
      M. Morse,

                                Co-
      President, Chief Executive Officer andDirector


October
      6, 2009
                        By:
                        /s/ Desiree
      MejiaDesiree
      Mejia,
                          Chief
      Operating Officer, Principal FinancialOfficer,
                          Principal Accounting Officer and Director


October
      6, 2009
                            By:
                            /s/ Joseph
      ScalisiJoseph Scalisi,

                              Co-President,
      Chief Technology Officer, and Director






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 last fiscal year
      has been sent as of the date of this
report.




2.
            No
      proxy statement, form of proxy, or other proxy soliciting material has
      been sent to any of the company’s security holders with respect to any
      annual or other meeting of security
holders.




3.
            If
      such report or proxy material is furnished to security holders subsequent
      to the filing of this Annual Report on Form 10-K, the company will furnish
      copies of such material to the Commission at the time it is sent to
      security holders.








4