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

Date of Report (Date of earliest event reported):  January 29, 2013

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.)

49 Discovery, Suite 260, 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:

☐ Written communication 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(k) 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 1.01 Entry into a Material Definitive Agreement

On January 29, 2013 Location Based Technologies, Inc. (the “Company”) amended the Securities Purchase Agreement (the “Agreement”) previously entered into with ECPC II Capital, LLC (“ECPC”) on December 12, 2012, pursuant to which the Company issued a Secured Convertible Promissory Note (the “Original Note”) in exchange for an investment of up to One Million Dollars ($1,000,000). The Company also amended the Note (as amended, the “Amended Note”).

The Amended Note is convertible into our common stock at $0.20 per share, and is due on July 30, 2013. The loan evidenced by the Amended Note is secured by a security interest in three of the Company's patents.

A copy of the Amended Securities Purchase Agreement, Amended Secured Convertible Promissory Note and Amended Security Agreement are attached as Exhibits 10.1, 10.2 and 10.3 respectively.

Item 9.01.  Financial Statements and Exhibits

Exhibit #	Description
10.1	Amended Securities Purchase Agreement dated January 29, 2013between the Company and ECPC II Capital, LLC

10.2 Amended Secured Convertible Promissory Note dated January 29, 2013 from the Company to ECPC II Capital, LLC

10.3 Amended Security Agreement dated January 29, 2013 among the Company, the holders of the Notes and Jess N. Turner

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: February 4, 2013	By:	/s/ David Morse
		David Morse
		Chief Executive Officer

EX-10

Exhibit 10.1

SECURITY AGREEMENT

AMENDMENT 1

This Amendment (the "Amendment”) is to amend the Schedule A Security Agreement dated December 10, 2012, (the “Agreement”) by and between Location Based Technologies, Inc., a Nevada corporation (the "Company"), and ECPC Capital II, LLC (the “Lender”) (each a, “Party” both are, “Parties”).

WHEREAS, the Company is a publicly-held corporation with its common stock traded on the OTC Market under the symbol LBAS; and

WHEREAS, on December 10, 2012, the Company entered into a Security Agreement with the Lender in which the Lender may invest capital in the Company of up to One Million Dollars ($1,000,000) in the form of secured convertible debt;

WHEREAS, the Parties desire to amend the Agreement;

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements of the services rendered by the Lender to the Company, Schedule A to the Agreement is withdrawn and the attached Schedule A shall be in lieu of and substituted therefor and describe the collateral for the Note.

All other terms and conditions of the Agreement remain unchanged.

{Signature Page to Follow}

IN WITNESS WHEREOF, this Amendment was executed this 29^th day of January, 2013, but shall be effective for all purposes as of December 10, 2012, as of the date first set forth above.

Borrower:
LOCATION BASED TECHNOLOGIES, INC.
By:
	David M. Morse
	CEO
Date: January 29, 2013
Lender:
ECPC Capital II, LLC
By:
	Alfred G. Allen, III, Manager
Date: January 29, 2013

SCHEDULE A

Registered US Patent Number: 8102256

Apparatus and method for determining location and tracking coordinates of a tracking device

Abstract

An apparatus to monitor location coordinates of an electronic tracking device. The apparatus includes a transceiver, a signal processor, an accelerometer, and an antenna. The antenna communicates signal strength to the signal processor associated with the electronic tracking device. In response to signal strength, a battery power monitor controls battery usage by electronic circuitry associated with the electronic tracking device. An accelerometer provides a supplemental location tracking system to improve tracking accuracy of a primary location tracking system of the electronic tracking device.

Registered US Patent Number: 6879244

Call receiving system apparatus and method having a dedicated switch

Abstract

A system and method for a call receiving pager apparatus, system and method utilizing a dedicated switch for providing proprietary access, billing functions and other enhanced features is described. The system utilizes a subscriber apparatus having pager or radiotelephone functions whereby a caller may call the apparatus and gain direct two-way communication with the subscriber. The caller is billed for the communication. A call receiving pager apparatus, system and method wherein a subscriber can initiate an outgoing connection to at least one predetermined telephone number in order to send a pre-recorded voice or data message is also provided. The subscriber is unable to initiate any real time two-way communication with the outgoing connection.

Registered US Patent Number: 7218242

Communication system and method including communication channel mobility

Abstract

A system and method for a communication apparatus to provide advanced features such as communication channel mobility, billing options for communication charges (for instance reverse billing), and definable accessibility controls. A subscriber apparatus (for instance a wireless communication apparatus) includes pager (such as a page phone) or radiotelephone functions. A caller calls the subscriber apparatus. The caller gains two-way communication with the subscriber apparatus. The subscriber apparatus may include a radio frequency power level monitor to control movement of a communication channel of the subscriber apparatus from a first communication system (for instance a regular cellular system) to a second communication system (for instance a local loop). The billing options include reversing communication charges (for instance from a subscriber to a calling party), listening to advertisements to reduce communication charges, or splitting communication charges (for instance between a subscriber and a calling party).

EX-10

Exhibit 10.2

SECURED CONVERTIBLE PROMISSORY NOTE
AMENDMENT 1

This Amendment (the "Amendment”) is to amend the following terms and conditions of the Secured Convertible Promissory Note dated December 10, 2012, (the “Note”) by and between Location Based Technologies, Inc., a Nevada corporation (the "Company"), and ECPC Capital II, LLC (the “Lender”) (each a, “Party” both are, “Parties”).

WHEREAS, the Company is a publicly-held corporation with its common stock traded on the OTC Market under the symbol LBAS; and

WHEREAS, on December 10, 2012, the Company entered into a Secured Convertible Promissory Note with the Lender in which the Lender may invest capital in the Company of up to One Million Dollars ($1,000,000) in the form of secured convertible debt;

WHEREAS, the Parties desire to amend the Note:

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements of the services rendered by the Lender to the Company, the following terms and conditions hereinafter set forth shall apply, and the parties hereto covenant and agree as follows:

Subsection 1(a) of Section 1 titled, “Terms of Repayment and Conversion”, shall be and is hereby amended as follows:

a. Upon the execution and delivery of this Note, the Holder shall disburse to the Borrower the sum of up to $1,000,000; the amount actually received by the Borrower shall be the principal amount. All amounts outstanding under this Note shall mature and become due and payable on Monday, July 30^th, 2013 (the "Maturity Date"), subject to any prior payment required by this Note. At the Maturity Date, or during the Term, the The Lender shall have the right but not the obligation to convert the loan principal for up to One Million Dollars ($1,000,000), plus interest, of the Company's common stock at a price of $0.20 per share (the “Conversion Price”). The conversions shall be affected when the Lender gives the notice to the Company in writing of its intent to convert all or part of the Note prior to the maturity date of the Note.

All other terms and conditions of the Note shall remain unchanged.

{Signature Page to Follow}

IN WITNESS WHEREOF, this amendment to the Note has been executed this 28^th day of January, 2013, but shall be effective for all purposes as of December 10, 2013.

Borrower:
LOCATION BASED TECHNOLOGIES, INC.
By:
	David M. Morse
	CEO
Date: January 29, 2013
Lender:
ECPC Capital II, LLC
By:
	Alfred G. Allen, III, Manager
Date: January 29, 2013

Exhibit A

Notice of Conversion

The undersigned herby elects to convert $___________ of the principal and all of the accrued interest on the principal of the Promissory Note issued by Location Based Technologies, Inc., on ___________, 201_ being converted into shares of Common Stock of Location Based Technologies, Inc. according to the conditions set forth in such Note, as the date written below.

Date of Conversion: ____________________

Conversion Price: $__0.20_____

Shares To Be Delivered: ________________

ECPC Capital II, LLC

Signature: ___________________________

Printed Name: Alfred G. Allen, III, Manager (the “Holder”)

Name on the Certificate (if different from above): ECPC Capital II, LLC

Mailing Address: P. O. Box 930 Graham, TX 76450 ______________________

EX-10

Exhibit 10.3

SECURITY PURCHASE AGREEMENT

AMENDMENT 1

This Amendment (the "Amendment”) is to amend the following terms and conditions of the Security Purchase Agreement dated December 10, 2012, (the “Agreement”) by and between Location Based Technologies, Inc., a Nevada corporation (the "Company"), and ECPC Capital II, LLC (the “Lender”) (each a, “Party” both are, “Parties”).

WHEREAS, the Company is a publicly-held corporation with its common stock traded on the OTC Market under the symbol LBAS; and

WHEREAS, on December 10, 2012, the Company entered into a Security Purchase Agreement with the Lender in which the Lender may invest capital in the Company of up to One Million Dollars ($1,000,000) in the form of secured convertible debt;

WHEREAS, the Parties desire to amend the Agreement;

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements of the services rendered by the Lender to the Company, the following terms and conditions hereinafter set forth shall apply, and the parties hereto covenant and agree as follows:

Article II Section 2.1.4 of the Agreement shall be and is hereby amended to read:

The loan shall be secured by US Patent Numbers 8102256, 6879244 and 7218242

All other terms and conditions set forth in the Agreement shall remain unchanged.

{Signature Page to Follow}

IN WITNESS WHEREOF, this Amendment is executed this 29^th day of January, 2013, but shall be effective for all purposes as of December 10, 2012.

Borrower:
LOCATION BASED TECHNOLOGIES, INC.
By:
	David M. Morse
	CEO
Date: January 29, 2013
Lender:
ECPC Capital II, LLC
By:
	Alfred G. Allen, III, Manager
Date: January 29, 2013