UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  
 AMENDMENT
NO 1
 TO
 FORM
10-Q
 
 (Mark
One)
  T         QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
  For the
quarter ended February 28, 2009
   ̈          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
      ofincorporation)
              
              (I.R.S.
      EmployerIdentification
      No.)
  4989 E. La Palma Avenue,
Anaheim, California 92807
 (Address
of principal executive offices)
  888-600-1044
 (Issuer’s
telephone number)
  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 xNo o
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated file, a non-accelerated file, 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
                (Do
      not 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 oNo x
  There are
89,869,270 shares outstanding of the issuer’s common stock as of April 3,
2009.
  
  Except
for the revision to the number of shares outstanding on the cover page, the only
amendment to our Quarterly Report on Form 10-Q for the quarter ended on February
28, 2009 is set forth below.
  PART
II
  Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds.
  Redwood Consultants
Issuance.  We entered into a series of three agreements with
Redwood Consultants, LLC (“Redwood”), dated October 15 and 26, 2008 and
November 7, 2008, for investment banking and investor relations
services.  Pursuant to the October 15 agreement, on November 6, 2008,
we issued 125,000 shares of our registered common stock to a principal of
Redwood.  Pursuant to the October 26 agreement, on October 27, 2008,
we issued to Redwood 1,500,000 shares of our unregistered common stock in
reliance on the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended (the “Section 4(2) Exemption”).  At
that date, our common stock was trading on the OTC Bulletin Board at the post 3
for 1 stock split price of approximately $2.20 per share.  In
addition, on October 27, 2008, pursuant to the Section 4(2) Exemption, we issued
to Redwood a five year warrant to purchase 300,000 shares of our common stock at
$6.00 per share.
  Subsequent
Events.  On November 26, 2008, we terminated all three agreements with
Redwood and demanded that Redwood return the share certificates and warrant to
us.  Redwood refused to return them.  Further, without our
knowledge or consent, Redwood transferred all but 325,000 of the unregistered
shares to twelve affiliated entities or persons.  On April 13, 2009,
we filed a lawsuit against Redwood and its affiliates to, among other things,
recover the securities issued to them pursuant to the above three
agreements.  We are presently in settlement discussions.
  Gemini Master Fund Ltd.
Issuances.  On or about November 18, 2008, we issued a
promissory note in the amount of $625,000 (the “Note”) to Gemini Master Fund
Ltd. (“Gemini”).  The Note bore interest at 12% and was due February
18, 2009.  The proceeds of the Note were used for working
capital.  In connection with the issuance of the Note, on December 2,
2008 we issued 50,000 shares of our unregistered common stock to
Gemini.  Both the Note and the shares were issued pursuant to the
Section 4(2) Exemption.  On February 17, 2009, in connection with an
extension of the Note,  for an additional three (3) months, we issued
an additional 50,000 shares of our unregistered common stock to Gemini pursuant
to the Section 4(2) Exemption.
  1
  SIGNATURE
  Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Issuer has duly caused this Amendment No. 1 to Quarterly Report on
Form 10-Q to be signed on its behalf by the undersigned, thereunto duly
authorized.
  LOCATION
      BASED TECHNOLOGIES, INC.Dated:  May
      15, 2009
                By:
                /s/ David
      M. MorseDavid
      M. Morse
                  Co-President and Chief Executive Officer
   2