RW 1 doc1.txt [LocatePLUS Letterhead] August 6, 2003 Via Edgar Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: Barbara Jacobs, Assistant Director RE: LOCATEPLUS HOLDINGS CORPORATION REGISTRATION STATEMENT ON FORM SB-2 SEC FILE NO 333-105944 Dear Ms. Jacobs: Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), LocatePLUS Holdings Corporation (the --------------- "Registrant") hereby respectfully requests that the Securities and Exchange Commission consent to the withdrawal of its Registration Statement on Form SB-2 (File No. 333-105944) originally filed on June 9, 2003, together with all amendments and exhibits thereto (collectively, the "Registration Statement"). ---------------------- The Registration Statement covered the resale of certain shares of the Registrant's Class A Voting Common Stock and Class B Non-voting Common Stock by the Registrant's stockholders. The Registration Statement has not been declared effective and no shares of either class Common Stock of the Registrant have been or will be resold pursuant to the Registration Statement. The Registrant further requests that, pursuant to Rule 477(c), an order with the date of the granting of the withdrawal be included in the file for the aforementioned Registration Statement in the following manner: "Withdrawn upon the request of the Registrant, the Commission consenting thereto." Please forward copies of the order consenting to the withdrawal of the Registration Statement to the undersigned at 100 Cummings Center Ste. 235M, Beverly, MA 01915, and Jeffrey P. Donohue, Esq. at Kirkpatrick & Lockhart, LLP, 75 State Street, Boston, MA 02109. If you have any questions regarding this request, please call Mr. Donohue at (617) 951-9122. Thank you for your assistance. Very truly yours, LOCATEPLUS HOLDINGS CORPORATION /S/Jon R. Latorella ------------------------------------------ Jon R. Latorella President and Chief Executive Officer