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) ~~July~~September 1530, 2011

LOCATEPLUS HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE ~~(State or Other Jurisdiction of Incorporation)~~

~~000-49957~~ (~~Commission~~State ~~File~~or ~~Number)~~Other ~~04-3332304~~Jurisdiction ~~(I.R.S.~~of ~~Employer Identification No.~~Incorporation)

100 Cummings Center, Suite 235M, Beverly, MA (Address of Principal Executive Offices) 01915 (Zip Code)


000-49957		04-3332304
(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)

(Former Name or Former Address, 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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

oItem 1.01 ~~Soliciting~~Entry ~~material~~into ~~pursuant~~a toMaterial ~~Rule~~Definitive ~~14a-12 under the Exchange Act (17 CFR 240~~Agreement.~~14a-12)~~

oEntry ~~Pre-commencement~~into ~~communications~~USA ~~pursuant~~Protect toAsset ~~Rule~~Purchase ~~14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~Agreement

oIn ~~Pre-commencement~~connection ~~communications~~with ~~pursuant~~its toongoing ~~Rule~~Chapter 11 ~~13e-4~~case (cthe “Chapter 11 Case”) ~~under~~in the ~~Exchange~~U.S. ~~Act~~Bankruptcy Court for the District of Massachusetts (17the ~~CFR~~“Bankruptcy ~~240~~Court”), LocatePLUS Holdings Corporation (the “Company”) and certain of its subsidiaries (each a “Debtor” and collectively with the Company, the “Debtors”) conducted a Section 363 auction for the sale of certain of the Debtors’ assets on September 21, 2011 and continued on September 22, 2011 (the “Auction”).~~13e-4~~ As a result of the Auction, the Company, LocatePLUS Corporation and Certifion Corporation, as sellers (cthe “USA Protect Sellers”), and USA Protect, LLC, as purchaser (“USA Protect”) entered into an Asset Purchase Agreement, dated as of September 30, 2011 (the “USA Protect Asset Purchase Agreement”), pursuant to which the Company agreed to sell substantially all of the assets of the USA Protect Sellers to USA Protect pursuant to Sections 105, 363 and 365 of the U.S. Bankruptcy Code (the “Bankruptcy Code”).

On September 30, 2011, the Bankruptcy Court issued an order approving the proposed sale of the USA Protect Sellers’ assets, among other things, and the Company subsequently closed the transactions contemplated by the USA Protect Asset Purchase Agreement.

Pursuant to the terms of the USA Protect Asset Purchase Agreement, the aggregate consideration received by the Company was comprised of cash in the amount of $3,462,401 and the assumption of certain liabilities.

The foregoing description of the terms of the USA Protect Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

Entry into LPHC Asset Purchase Agreement

Also as a result of the Auction, the Company, Employment Screening Profiles, Inc. and Worldwide Information, Inc., as sellers (other than the Company, the “LPHC Sellers”), and LPHC Acquisition Partners LLC, as purchaser (“LPHC”) entered into an Asset Purchase Agreement, dated as of September 30, 2011 (the “LPHC Asset Purchase Agreement”). Pursuant to the LPHC Asset Purchase Agreement, the LPHC Sellers agreed to sell substantially all of their assets and the Company agreed to sell certain of its assets not sold under the USA Protect Asset Purchase Agreement to LPHC pursuant to Sections 105, 363 and 365 of the Bankruptcy Code.

LPHC agreed to purchase the assets for a purchase price comprised of cash in the amount of $400,000, the assumption of certain liabilities and the satisfaction of certain claims in connection with the Chapter 11 Case.

The Company intends to consummate the transactions contemplated by the LPHC Asset Purchase Agreement if the Company does not enter into a proposed Plan of Reorganization to be co-sponsored by LPHC and the Debtors by January 31, 2012. Such date is extendable at the election of LPHC to February 29, 2012 upon payment to the Company of an amount equal to $15,000.

Consummation of the sale to LPHC is subject to a number of customary conditions, including, among others, accuracy of the representations and warranties of the parties; material compliance by the parties with their obligations under the LPHC Asset Purchase Agreement; material consents having been obtained; and no changes having occurred prior to September 30, 2011 that would have a material adverse effect on the assets being acquired by LPHC.

The foregoing description of the terms of the LPHC Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached hereto as Exhibit 2.2 and incorporated herein by reference.

Entry into LPHC Operating Lease Agreement

In connection with its entry into the LPHC Asset Purchase Agreement, the LPHC Sellers entered into an Operating Lease Agreement (the “LPHC Operating Lease Agreement”) with LPHC. Pursuant to the LPHC Operating Lease Agreement, the LPHC Sellers granted complete control over and authority to operate and direct all aspects of the LPHC Sellers’ business to LPHC prior to the consummation of the transactions contemplated by the LPHC Asset Purchase Agreement, until such time that the Bankruptcy Court confirms a Plan of Reorganization or January 31, 2011 unless such date is extended pursuant to the terms of the LPHC Asset Purchase Agreement. During the term of the LPHC Operating Lease Agreement, the LPHC Sellers will retain title to the assets to be sold pursuant to the LPHC Asset Purchase Agreement (the “Assets”) and LPHC will assume the expense and risk of loss and injury related to the operation by LPHC of the Assets. The LPHC Operating Lease Agreement further provides that the LPHC Sellers shall provide certain services to LPHC during the term of the agreement as specified therein.

The foregoing description of the terms of the LPHC Operating Lease Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 1.03 Bankruptcy or Receivership.

~~Appointment~~The ofinformation ~~Trustee~~set forth above under Item 1.01 above is incorporated by reference.

~~As previously announced, on June~~Item ~~16,~~2.01 ~~2011~~Completion ~~LocatePLUS Holdings Corporation (the “Company”) and its subsidiaries (each a “Debtor” and collectively with the Company, the “Debtors”) each filed a petition for relief under chapter 11~~ of ~~the~~Acquisition ~~United~~or ~~States~~Disposition ~~Bankruptcy Code in the United States Bankruptcy Court for the District~~ of ~~Massachusetts (the “Bankruptcy Court”), Bankruptcy Case No~~Assets. ~~11-15793 (the “Bankruptcy Filing”). On July 15, 2011, Stephen S. Gray was appointed as chapter 11 trustee for the Debtors.~~

On September 30, 2011, the Company completed the disposition of certain of its assets pursuant to the USA Protect Asset Purchase Agreement as described in Item 1.01. 7The information set forth above under Item 1.01 ~~Regulation~~above FDis ~~Disclosure~~incorporated by reference.

On September 19, 2011, the Debtors filed their unaudited combined monthly operating report for the period June 16, 2011 through June 30, 2011 and on September 20, 2011, the Debtors filed their unaudited combined monthly operating report for the period July 1, 2011 through July 31, 2011 (together, the “Monthly Operating Reports”) with the Bankruptcy Court. Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K contain the unaudited Monthly Operating Reports as filed with the Bankruptcy Court.

The Monthly Operating Reports are limited in scope, cover a limited time period and have been prepared solely for the purpose of complying with reporting requirements of the Bankruptcy Court and the Bankruptcy Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”). The financial information contained in the Monthly Operating Reports is preliminary and unaudited and does not purport to show the financial statements of any of the Debtors in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals and disclosure items. The Company cautions readers not to place undue reliance on the Monthly Operating Reports. The Monthly Operating Reports may be subject to revision. The Monthly Operating Reports are in a format required by the Bankruptcy Court and the Bankruptcy Code and should not be used for investment purposes. The information in the Monthly Operating Reports should not be viewed as indicative of future results.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). All statements (other than statements of historical facts) that address projected or estimated results, or events, developments or results that we intend, expect, believe, anticipate, plan, forecast or project, will or may occur in the future are forward-looking statements. The words “possible,” “propose,” “might,” “could,” “would,” “projects,” “plan,” “forecasts,” “anticipates,” “expect,” “intend,” “believe,” “seek” or “may,” and similar expressions, are intended to identify forward-looking statements, but are not the exclusive means of identifying them. Such statements include, without limitation, statements regarding various estimates we have made in preparing the Monthly Operating Reports; statements regarding our bankruptcy proceedings; the effects of the Bankruptcy Filing on existing debt holders and shareholders; the impact of the proceedings on the Company’s general liquidity; and the ability of the Company and its subsidiaries to operate and continue paying vendors, suppliers, employees and other obligations during the restructuring process. Forward-looking statements are subject to a number of risks, contingencies and uncertainties, some of which our management has not yet identified. Forward-looking statements are not guarantees of future performance; subsequent developments may cause forward-looking statements to become outdated; and actual results, developments and business decisions may differ materially from those contemplated by such forward-looking

statements as a result of various factors. Important factors that should be considered as potentially causing actual results to differ from those contemplated by forward-looking statements include, but are not limited to (i) the ability of the Company to continue as a going concern; (ii) the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the chapter 11 cases; (iii) the ability of the Company and its subsidiaries to sell a portion of or substantially all of their assets with respect to the chapter 11 cases or implement a restructuring or liquidation plan; (iv) the ability of the Company and its subsidiaries to prosecute, develop and consummate one or more plans of reorganization or liquidation with respect to the chapter 11 cases; (v) the effects of the Company’s Bankruptcy Filing on the Company and the interests of various creditors, equity holders and other constituents; (vi) Bankruptcy Court rulings in the chapter 11 cases and the outcome of the cases in general; (vii) the length of time the Company will operate under the guidance of the Bankruptcy Code and the Bankruptcy Court; (viii) risks associated with third party motions in the chapter 11 cases, which may interfere with the Company’s ability to develop and consummate one or more plans of reorganization or liquidation once such plans are developed; (ix) the potential adverse effects of the chapter 11 proceedings on the Company’s liquidity or results of operations; and (x) increased legal costs related to the Bankruptcy Filing and other litigation. The cautionary statements provided above are being made pursuant to the provisions of the Act and with the intention of obtaining the benefits of the “safe harbor” provisions of the Act for any such forward-looking information. Additional risks that may affect the Company’s future performance are detailed in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

Limitation on Incorporation by Reference

The Monthly Operating Reports are being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. Registration statements or other documents filed with the United States Securities and Exchange Commission shall not incorporate the Monthly Operating Reports or any other information set forth in this Current Report on Form 8-K by reference, except as otherwise expressly stated in such filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number		Description
99.1		Monthly Operating Report for the month of June 2011.
2.1		Asset Purchase Agreement, dated September 30, 2011, by and between LocatePLUS Holdings Corporation, LocatePLUS Corporation, Certifion Corporation and USA Protect, LLC.
99.2		Monthly Operating Report for the month of July 2011.
2.2		Asset Purchase Agreement, dated September 30, 2011, by and between LocatePLUS Holdings Corporation, Employment Screening Profiles, Inc., and Worldwide Information, Inc. and LPHC Acquisition Partners LLC.
10.1		Operating Lease Agreement, dated September 30, 2011, by and between Employment Screening Profiles, Inc., Worldwide Information, Inc. and LPHC Acquisition Partners LLC.

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.

Date: September 22, 2011	LOCATEPLUS HOLDINGS CORPORATION
Date: October 31, 2011	LOCATEPLUS HOLDINGS CORPORATION
	By:	/Ss/ ~~BRIAN~~Stephen ~~MCHUGH~~S. Gray
		Brian McHugh
		Name:	Stephen S. Gray, solely in his capacity as Chapter 11 Trustee
		Chief Financial Officer
		Title:	Chapter 11 Trustee

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