lbt_8k-062810.htm

0001437749-10-002101.txt : 20100702 0001437749-10-002101.hdr.sgml : 20100702 20100702165321 ACCESSION NUMBER: 0001437749-10-002101 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100628 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100702 DATE AS OF CHANGE: 20100702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Location Based Technologies, Inc. CENTRAL INDEX KEY: 0001383196 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 204854758 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-139395 FILM NUMBER: 10936771 BUSINESS ADDRESS: STREET 1: 4989 E. LA PALMA AVE. CITY: ANAHEIM STATE: CA ZIP: 92807 BUSINESS PHONE: 800-615-0869 MAIL ADDRESS: STREET 1: 4989 E. LA PALMA AVE. CITY: ANAHEIM STATE: CA ZIP: 92807 FORMER COMPANY: FORMER CONFORMED NAME: Springbank Resources, Inc. DATE OF NAME CHANGE: 20061211 8-K 1 lbt_8k-062810.htm lbt_8k-062810.htm

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): June 28, 2010

Location Based Technologies, Inc.

(Exact name of registrant as specified in its charter)

Nevada	333-139395	20-4854758
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

38 Discovery, Suite 150, Irvine, California 92618

(Address of Principal Executive Offices) (Zip Code)

(888) 600-1044

(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 obligations of the registration under any of the following provisions:

5	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Manner and Place of Meetings

On June 28, 2010, Location Based Technologies, Inc., (the “Company”) amended and restated the Company’s by-laws in Section 2.1 Manner and Place of Meetings.

Pursuant to Section 78.310(8) and (9)” in the Section 2.6 of the Company’s by-laws, shall be deleted and replaced with “Section 78.370(8) and (9).

Item 7.01 Regulation FD Disclosure

On June 28, 2010, Location Based Technologies, Inc., that the date for the annual meeting of shareholders of this Company shall be held at 1:00 p.m. Pacific Time, on August 25, 2010, virtually through Broadridge’s telephonic and web-enabled options.

A copy of the board minutes are attached as Exhibit 9.01. This information shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act 1934, as amended, and is not incorporated by reference into any filing of the company, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

Item 9.01 Exhibits

Exhibit #		Description
3.01		Board Minutes Amending and Restating Article 2, Section 2.1 of the Company’s By-laws, and Board Minutes for Annual Shareholders Meeting.

SIGNATURES

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

	LOCATION BASED TECHNOLOGIES, INC.

Date: June 28, 2010	By:	/s/ David Morse
		David Morse
		Chief Executive Officer

EX-3.01 2 ex3-01.htm ex3-01.htm

EXHIBIT 3.01

ACTION BY UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS OF

LOCATION BASED TECHNOLOGIES, INC.

a Nevada corporation

The undersigned, being all of the directors of Location Based Technologies, Inc., a Nevada corporation (the “Company”) hereby adopt the following resolutions by written consent without a formal meeting pursuant to applicable provisions of the Nevada Revised Statutes and Company’s By-laws.

RESOLVED, that Article 2, Section 2.1 of the Company’s amended and restated by-laws shall be amended in its entirety to read as follows:

“2.1 Manner and Place of Meetings. Meetings of stockholders may be conducted in any manner permitted by the Nevada Revised Statutes as in effect from time to time. If held at a physical location, meetings of stockholders shall be held at any place within our outside the State of Nevada designated by the board of directors and, in the absence of any such designation, the physical location shall be the principal executive office of the Corporation. “Virtual” meetings via telephone or electronic communication shall emanate from the principal executive office of the Corporation unless otherwise directed by the board of directions.” ;

RESOLVED FURTHER, that reference to “Section 78.310(8) and (9)” in the Section 2.6 of the Company’s by-laws, shall be deleted and replaced with “Section 78.370(8) and (9).”

IN WITNESS WHEREOF, the undersigned being all of the directors of Location Based Technologies, Inc., have executed this Action by Unanimous Written Consent as of the 28th day of June 2010.

_____________________	________________________	______________________
David Morse	Joseph Scalisi	Desiree Mejia

ACTION BY UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS OF

LOCATION BASED TECHNOLOGIES, INC.

a Nevada corporation

RESOLVED, that the date for the annual meeting of shareholders of this Company shall be held at 1:00 p.m. Pacific Time, on August 25, 2010, virtually through Broadridge’s telephonic and web-enabled options.

RESOLVED FURTHER, that the record date for shareholders eligible to vote at the annual meeting of the shareholders shall be June 30, 2010.

RESOLVED FURTHER, that the matters to be voted on at the annual meeting of shareholders shall be the election of directors, and such other matters as may properly come before the meeting.

RESOLVED FURTHER, that the nominees for director to be placed before the annual meeting of shareholders shall be David Morse, Joseph Scalisi and Desiree Mejia.

RESOLVED FURTHER, that the officers of this corporation are, and each acting alone is, hereby authorized to do and perform any and all such acts, including execution of any and all documents and certificates, as said officers shall deem necessary or advisable, to carry out the purposes of the foregoing resolutions.

RESOLVED FURTHER, that this action may be executed in one or more counterparts, all of which taken together shall constitute one document.

IN WITNESS WHEREOF, the undersigned being all of the directors of Location Based Technologies, Inc., have executed this Action by Unanimous Written Consent as of the 29th day of June 2010.

_____________________	________________________	______________________
David Morse	Joseph Scalisi	Desiree Mejia