SecProbe.io

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		September 22, 2005

Jon R. Latorella
Chief Executive Officer
LocatePLUS Holdings Corporation
100 Cummings Center
Suite 235M
Beverly, Massachusetts 01915

	RE:	LocatePLUS Holdings Corporation
      Preliminary Proxy Statement on Schedule 14A
		Filed September 12, 2005
		File No. 0-49957

Dear Mr. Latorella:

	This is to advise you that we have conducted a limited review
of
the above filing and have the following comments.  Where
indicated,
we think you should revise your filing in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with supplemental information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. It appears that you are attempting to incorporate by reference
the
information required by Item 13 of Schedule 14A.  Please note that
the information required by Item 13(a) may be incorporated by
reference to the same extent as would be permitted by Form S-3
pursuant to Note E to Schedule 14A.  Because it does not appear
that
the company`s public float is sufficient, the company does not
appear
eligible to incorporate by reference pursuant to Item 13(b)(1).
Please advise us if you are relying upon Item 13(b)(2) to
incorporate
the required information by reference.  If so, confirm that you
will
deliver the information incorporated by reference in the proxy
statement to shareholders at the same time as you send them the
proxy
statement or include the undertaking set forth in Instruction D.2
to
Schedule 14A.  Identify on the last page of the proxy statement
the
information incorporated by reference.  Alternatively, revise the
proxy statement to include the information required by Item 13(a).

Security Ownership of Certain Beneficial Owners and Management,
page
5

Proposal No. 3 - Reclassification, Reverse Split and Share
Increase,
page 15
2. It appears that you are bundling proposals to reclassify your
Class A and Class B Common Stock, effectuate a reverse stock split
and to increase the number of authorized shares of your common
stock.
While we acknowledge that you will be effectuating such proposals,
if
approved, by one and not three separate amendments to your
certification of incorporation, bundling the shareholder approvals
of
such proposals appears to be inconsistent with the requirements of
Rule 14a-4, which requires that a proxy identify each separate
matter
to be acted upon.  Revise your proxy to include separate proposals
for each substantive change to give your shareholders an
opportunity
to vote separately on each of these matters.  You may mutually
condition your proposals, if you only wish to proceed with the
proposed changes collectively.  In this respect, if any of the
proposals are mutually conditioned, revise your proxy accordingly
and
provide appropriate disclosure in your proxy statement regarding
the
effect of a negative vote on the related proposals.  Please refer
to
Rule 14a-4 and Section II.H of SEC Release 34-31326.
3. Expand the table you have provided on page 5 under the caption
"Security Ownership of Certain Beneficial Owners and Management"
to
illustrate the impact of the reclassification on the relative
voting
control of the listed individuals, including your directors and
officers as a group.  Include a narrative that clearly explains
such
impact.  To the extent you choose to provide such additional
information on page 5, provide a reference within your discussion
of
proposal 3.
Purpose of the Reclassification, page 15
4. Expand your disclosure in this section to more thoroughly
explain
why the reclassification would increase your access to capital.

Increase of Authorized Shares of Common Stock, page 19

Reasons to Increase the Authorized Shares of Common Stock, page 20
5. We note your disclosure on page 20 regarding the possible anti-
takeover effects of the increase in authorized shares.  What other
provisions of your articles, bylaws, or other governing documents
have material anti-takeover consequences?  Are there any plans or
proposals to adopt other provisions or enter into other
arrangements
that may have material anti-takeover consequences?  Inform holders
that management might use the additional shares to resist or
frustrate a third-party transaction providing an above-market
premium
that is favored by a majority of the independent shareholders.

Effects of Approving the Reclassification Proposal, page 20
6. You state in the Notice of Annual Meeting of Stockholders and
on
page 15 that you intend to increase the number of authorized
shares
of your common stock from 8 million to 25 million shares.
However,
you indicate on page 20 that as of the effective date of filing
the
amendment to your certificate of incorporation your authorized
common
stock will consist of 400,000 shares of "Class A Voting Stock."
Further, you also indicate on page 20 that each share of Class A
Voting Common Stock and Class B Non-voting Common Stock will be
automatically converted into one share of "Common Stock."  Revise
your disclosure to address these inconsistencies.

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      Please contact Perry Hindin, Staff Attorney, at (202) 551-
3444
with any questions. If you require further assistance, you may
contact me at (202) 551-3462 or Barbara C. Jacobs, Assistant
Director
at (202) 551-3730.

	Sincerely,

						Mark P. Shuman
						Branch Chief - Legal
						Office of Computers and Online
Services

cc:	via facsimile
James Fields
Chief Financial Officer
      LocatePLUS Holdings Corporation
 (F) (978) 921-2727

Jon R. Latorella
LocatePLUS Holdings Corporation
September 22, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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