8-K

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

December 31, 2009

Date of Report (Date of earliest event reported)

LocatePLUS Holdings Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-49957	04-3332304
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
100 Cummings Center
Suite 235M
Beverly, MA		01915
(Address of principal executive offices)		(Zip Code)
(978) 921-2727
(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address, and former fiscal year, if changed since last report.)

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:

[ ] 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 8.01 Other Events

Amendment of Certificate

On December 29, 2009 the Company had received the consent of a majority of the shareholders of record  to amend its Certificate of Incorporation, and on December 31, 2009 it had amended the Certificate of Incorporation  to permit an increase in  the number of authorized shares by adding 1,000,000 shares of Preferred Stock to the already authorized 50,000,000 shares of Common Stock.

Restructuring of Major Indebtedness

On December 31, 2009 the Corporation issued 72,000 shares of its Series A Preferred Stock to a major creditor, Dutchess Private Equities Fund, Ltd. (“Dutchess”) in exchange for $1,817,828 of indebtedness held by Dutchess plus a Warrant to purchase up to 1,125,000 shares of the Company’s Common Stock.

The 72,000 shares of new Series A Preferred Stock issued to Dutchess have a par value of $1.00 per share and a $25 liquidation preference. They are restricted as to resale. They pay a dividend of 1% per annum of the par value per share in cash or in Series A Preferred Stock. Holders will have a vote on any matters affecting the Series A Preferred Stock. The shares are convertible at any time into the Company’s Common Stock at 41.66 shares of Common Stock per share of Preferred Stock (fully converted, 3,001,680 shares of Common Stock). The Company can force conversion of Preferred Stock not to exceed 4.99% of total Common Stock outstanding if the 10-day moving average closing price per share of the Company’s Common Stock shall exceed $.50 per share. Holders also have a right to “put” their shares to the Company at $25.00 per share, not to exceed in the aggregate for any calendar quarter:  $15,000 through the last 6 months of 2010, $25,000 through the last quarter of 2011 and $35,000 per quarter thereafter.

Item 9.01 Financial Statements, Pro Forma Financial Information, and Exhibits

(c) Exhibits:

Exhibit Number                                                             Description

99.2A2Certificate of Amendment of the Second and Restated Certificate of Incorporation

 -                                        Press Release announcing debt restructuring

LOCATEPLUS HOLDINGS CORPORATION

S I G N A T U R E S

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

By:      /s/ Geoffrey Lee

           Geoffrey Lee

           Interim President and CEO

Date: December 31, 2009

EX-99.1

Exhibit 99.1

LOCATEPLUS ANNOUNCES MAJOR DEBT RESTRUCTURE

BEVERLY MASSACHUSETTS, –LocatePlus Holdings Corporation  (PINK SHEETS – LPHC), a prominent supplier of investigative solutions including data-subject location characteristics and personal contact information,announced today that it had successfully negotiated with a major creditor,  Dutchess Private Equities Fund, Ltd., (“Dutchess”) to convert over $1,800,000 of existing indebtedness plus a warrant to purchase 1,125,000 shares of its Common Stock into 72,000 shares of a new Series A Preferred Stock.

The 72,000 shares of new Series A Preferred Stock issued to Dutchess have a par value of $1.00 per share and a $25 liquidation preference. They are restricted as to resale. They pay a dividend of 1% per annum of the par value per share in cash or in Series A Preferred Stock. Holders will have a vote on any matters affecting the Series A Preferred Stock. The shares are convertible at any time into restricted shares of the Company’s Common Stock at 41.66 shares of Common Stock per share of Preferred Stock (fully converted, 3,001,680 shares of Common Stock). The Company can force conversion of Preferred Stock not to exceed 4.99% of total Common Stock outstanding if the 10-day moving average closing price per share of the Company’s publicly traded Common Stock shall exceed $.50 per share. Holders also have a right to “put” their shares to the Company at $25.00 per share, not to exceed in the aggregate for any calendar quarter:  $15,000 through the last 6 months of 2010, $25,000 through the last quarter of 2011 and $35,000 per quarter thereafter.

“We are pleased to have reached this restructuring agreement with Dutchess and we are very hopeful that we will be able to resolve all of our obligations with other major debt holders as well.  The resolution of this matter is a major milestone in our Company’s recovery and another positive accomplishment in our effort to restore and enhance shareholder value.” said Geoffrey Lee, President and Interim CEO. “This debt restructuring, together with our continuing efforts on other debt issues, positions us to maximize the positive advantages of our recently available LP Live data update and our renewed sales and revenue focus. This is especially so in our federal sales efforts and in our entry into the pre-employment screening market through our recent acquisition of Tru|Backgrounds.  We expect these initiatives, together with existing contracts and common-sense cost containment, to have a material positive bottom line impact.  We believe that this forward progress will result in double-digit revenue growth from organic and acquired sources by the end of 2010.   This is, of course, our management projection for 2010 and is not a guarantee of operating or investment results.”

About LocatePLUS

LocatePLUS is an industry-leading provider of investigative solutions currently used in homeland security, anti-terrorism, and crime fighting initiatives.  The Company acquires and synthesizes public information in a cross-referenced, searchable database integrated in a proprietary manner that provides rapid and efficient access via Internet and other media to comprehensive personal and location characteristics on data subjects even when inquiry information is partial or incomplete.

The Company estimates that it holds current and historical data on nearly 98% of the adult population of the United States as recorded in the 2000 census. This information can include names, addresses, telephone numbers, cell phone numbers, email addresses, dates of birth, social security numbers, prior residences, and, in certain circumstances, real estate holdings, recorded bankruptcies, liens, judgments, driver’s license data, motor vehicle records, and more from multiple sources formatted to reveal links to related data useful in investigations. The information is maintained in one of the largest and most comprehensive XML data sources of its kind.

LocatePLUS and its subsidiaries serve 13,500 security-sensitive clients across a spectrum of interests from government to security and fraud conscious private concerns such as human resources, legal, and financial professionals as well as the collections industry, and even dating services.  Over 2,000 law enforcement agencies and many major police departments across the country are among the Company’s client base.

For more information, visit the Company's Website at www.locateplus.com.

Media Contact:

Thomas Murphy

LocatePLUS Holdings Corporation

100 Cummings Center, Suite 235m

Beverly, MA 01915

978- 921-2727

tmurphy@locateplus.com

EX-99.2A CHARTER

Exhibit 99.2A

 CERTIFICATE OF AMENDMENT OF

            SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LOCATEPLUS HOLDINGS CORPORATION

  LocatePLUS Holdings Corporation (the "Company"), a corporation organized under the laws of the State of Delaware, DOES HEREBY CERTIFY:

First:That,  at  a  meeting  of  the Board of Directors of the Company, the

Board  of  Directors  of  the  Company  (i)  adopted  resolutions

proposing  an  amendment  to  the  Third  Amended  and  Restated

Certificate  of  Incorporation  of  the  Company to (a) increase the

number of shares  authorized  for  issuance  by  the  Company by

adding an additional 1,000,000 authorized shares of Preferred Stock;

(ii) declaring said amendments to be advisable; and (iii) calling  for  

the  submission  of  such amendments  to the shareholders of the

Company  for  consideration thereof.

Second:     That, in accordance with Section 211 of the General Corporation Law

of the State of Delaware, the amendment is required to be approved by

holders of a majority of the outstanding capital stock of the Company  

required to amend said Certificate. Pursuant to said vote, Article Fourth

of the Company's Second Amended and Restated Certificate of Incorporation

is hereby further amended by deleting the existing Article Fourth, and

replacing it in its entirety with the following:

FOURTH:     The  total  number  of  shares  of  all  classes  of

stock which the Company  shall  have authority to

issue is Fifty One Million (51,000,000) shares

consisting entirely of Fifty Million (50,000,000) shares

of Common Stock, $0.01 par value per share

(the  "Common  Stock") and one million (1,000,000)

shares of Preferred Stock, $1.00 par value per share,

with such terms and provisions as shall be set forth in

a Certificate or Certificates of Designation adopted

from time to time by the Board.

Third:          That said amendment was duly adopted in accordance with the

provisions of Section 242 of the General Corporation Law of the State

of Delaware.

Fourth:       That this Certificate of Amendment of the Second Amended and

Restated Certificate of Incorporation of the Company shall be

effective upon its filing with the Secretary of State of the State of

Delaware.                

IN WITNESS WHEREOF, said LocatePLUS Holdings Corporation has caused this Certificate of Amendment to be signed by Geoffrey Lee, its Interim Chief Executive Officer,  this 30th day of December, 2009

LOCATEPLUS HOLDINGS CORPORATION

By:

/s/ Geoffrey Lee

Interim Chief Executive Officer