UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A


(Amendment No. 1)





x           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended February 29, 2012




o           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from _______ to _______.




Commission File Number 333-139395




LOCATION BASED TECHNOLOGIES, INC.


(Name of registrant as specified in its charter)





Nevada
20-4854758


(State of incorporation)
(I.R.S. Employer Identification No.)





49 Discovery, Suite 260, Irvine, California 92618


(Address of principal executive offices)





888-600-1044


(Registrant’s telephone number)





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 x  No o




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation 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 x  No o




Indicate by check mark whether the registrant is a large accelerated file, 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.




Large accelerated filer  o
Accelerated filer                    oNon-accelerated filer   o (Donot check if a smaller reporting company)
Smaller reporting company x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x




As of April 13, 2012, there were 193,487,119 shares of the registrant’s $.001 par value common stock issued and outstanding.










EXPLANATORY NOTE




The sole purpose of this Amendment No. 1 (the “Amended Filing”) to the Quarterly Report of Location Based Technologies, Inc. on Form 10-Q for the quarter ended February 29, 2012 filed with the Securities and Exchange Commission on April 16, 2012 (the “Original Filing”) is to correct a typographical error on the cover page of the Original Filing.  In the Original Filing the “No” box was inadvertently checked instead of the “Yes” box in response to the following statement: “Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation 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).”  The cover page of this Amended Filing has the “Yes” box checked with respect to such statement.




Except as noted above, no other information included in the Original Filing is being amended by this Amended Filing.  Those sections of the Original Filing that are unaffected by the Amended Filing are not included herein. The Amended Filing continues to speak as of the date of the Original Filing and we have not updated the filing to reflect events occurring subsequently to the date of the Original Filing.  Accordingly, this Amended Filing should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Filing.  The Form 10-Q has not been updated to reflect any event occurring subsequent to the date of the Original Filing.










ITEM 6.  EXHIBITS




The following exhibits are filed as part of this Amended Filing:




Exhibit

No.
Description




31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.








SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.






LOCATION BASED TECHNOLOGIES, INC.Dated:  May 4, 2012
By:
/s/ David M. MorseDavid M. MorseCo- President and Chief Executive OfficerDated:  May 4, 2012
By:
/s/ Kenneth Eric FronkKenneth Eric Fronk

Chief Financial Officer








EXHIBIT INDEX




Exhibit

No.
Description




31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.