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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 13, 2008


                        LOCATEPLUS HOLDINGS CORPORATION
                          (Exact name of registrant as

                           specified in its charter)

                                   000-49957
                            (Commission File Number)

                  DELAWARE                           04-3332304
      (State or other jurisdiction                (I.R.S. Employer
            of incorporation)                     Identification No.)

                         100 CUMMINGS PARK, SUITE 235M
                                BEVERLY, MA 01915
             (Address of principal executive offices, with zip code)

                                 (978) 921-2727
                        (Registrant's telephone number,
                              including area code)

     Check  the  appropriate  box  below  if  the Form 8-K filing is intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions  (see  General  Instruction  A.2.  below):


[ ]  Written  communications  pursuant  to Rule 425 under the Securities Act (17
CFR  230.425)

[ ]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ]  Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
Exchange  Act  (17  CFR  240.14d-2(b))

[ ]  Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
Exchange  Act  (17  CFR  240.13e-4(c))





ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

In a letter to shareholders, attached hereto as exhibit 99.1, the Company
announced unaudited second quarter results stating the following:

In  the  first  quarter  2008, revenue was $2,113,225, up over the first quarter
2007,  of $2,090,156, or 1%. In the second quarter 2008, revenue was $2,102,768,
up  over the second quarter 2007, of $2,066,265, or 2%. These quarters represent
the  first quarters with year over year increases in five successive quarters of
year over year declines. More importantly, total operating expenses in the first
quarter  2008 were $2,092,761 versus $2,775,962 in the first quarter of 2007, or
a  25%  improvement.  Total  operating  expenses in the second quarter 2008 were
$2,075,271 versus $2,181,570 in the second quarter of 2007, or an improvement of
3%.  The  result  was  an  operating  profit for through the first six months of
$47,962 in 2008, versus a loss in the first six months of $(801,111) in 2007, an
improvement  of  106%.  Despite  these achievements, we are still not yet bottom
line  profitable.  We  continue  to  face  the  challenge  of servicing our debt



ITEM 7.01 REGULATION FD DISCLOSURE

On August 13, 2008 the Company filed a press release which contained a
shareholder letter attached hereto as exhibit 99.1


ITEM 9.01

The following exhibit is being filed or furnished with this report.

99.1     Copy of Shareholder Letter dated August 13, 2008




                        SIGNATURES


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

     LOCATEPLUS  HOLDINGS  CORPORATION

Date:  August 13, 2008

By: /s/  James  Fields
-----------------------
James  Fields
President and CEO