10QSB

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)

Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended February 29, 2008

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 333-139395

LOCATION BASED TECHNOLOGIES, INC.

(Name of small business issuer in its charter)

Nevada	20-4854758
(State of incorporation)	(I.R.S. Employer Identification No.)

4989 E. La Palma Avenue, Anaheim, California 92807

(Address of principal executive offices)

800-615-0869

(Issuer’s telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes Q  No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o   No Q

There are 28,980,638 shares outstanding of the issuer’s common stock, as of  April 10, 2008.

Transitional Small Business Disclosure Format (Check one):  Yes o  No Q

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION	1
ITEM 1.	FINANCIAL STATEMENTS	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS	24
ITEM 3A(T).	CONTROLS AND PROCEDURES	31
PART II	OTHER INFORMATION	31
ITEM 1	LEGAL PROCEEDINGS	31
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	32
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	32
ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	32
ITEM 5	OTHER INFORMATION	32
ITEM 6	EXHIBITS	33
SIGNATURE		35

PART I. FINANCIAL INFORMATION

LOCATION BASED TECHNOLOGIES, INC.

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

 AND FOR THE PERIOD FROM INCEPTION

(SEPTEMBER 16, 2005) THROUGH FEBRUARY 29, 2008

ITEM 1. FINANCIAL STATEMENTS

TABLE OF CONTENTS

Financial Statements
	Page
Consolidated Balance Sheets	2
Consolidated Statements of Operations	3
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	4
Consolidated Statements of Cash Flows	7
Notes to Financial Statements	9

1

Location Based Technologies, Inc.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

February 29, 2008 and August 31, 2007

	February 28,			August 31,
	2008			2007
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,657,223		$	3,671,900
Accounts receivable		5,818			-
Prepaid expenses		39,534			53,526
Debt issuance costs		-			446,776
Total current assets		1,702,575			4,172,202
Property and equipment, net of accumulated depreciation		704,534			371,566
OTHER ASSETS
Patents and trademarks		1,096,295			994,297
Deposits		20,458			7,060
Total other assets		1,116,753			1,001,357
TOTAL ASSETS	$	3,523,862		$	5,545,125
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	52,835		$	680,000
Accrued officer compensation		223,500			453,975
Advances from officer		-			25,020
Notes payable, related party		-			803,500
Accrued interest, related party notes payable		-			120,599
Convertible notes payable		-			4,892,000
Accrued interest, convertible notes payable		-			58,206
Total current liabilities		276,335			7,033,300
TOTAL LIABILITIES		276,335			7,033,300
Commitments and contingencies		-			-
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value, 10,000,000 shares
authorized; no shares issued or outstanding		-			-
Common stock, $.001 par value; 100,000,000 shares authorized;
28,980,638 shares and 17,575,000 shares issued and outstanding
at February 29, 2008 and August 31, 2007, respectively		24,643			176
Additional paid-in capital		10,446,873			800,992
Deficit accumulated during the development stage		(7,223,989	)		(2,289,343	)
Total stockholders' equity (deficit)		3,247,527			(1,488,175	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	3,523,862		$	5,545,125

See accompanying notes to unaudited financial statements.

2

Location Based Technologies, Inc.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three and six months ended February 29, 2008 and February 28, 2007

and for the period from Inception (September 16, 2005) to February 29, 2008

(Unaudited)

	For the three months ended						For the six months ended						(Sept 16, 2005)
	February 29,			February 28,			February 29,			February 28,			to February 29,
	2008			2007			2008			2007			2008
Net revenue	$	5,818		$	-		$	5,818		$	-		$	5,818
Operating expenses
General and administrative		239,946			34,240			404,948			63,227			615,290
Officer compensation		90,000			90,000			180,000			180,000			1,035,000
Professional fees		318,548			-			1,416,327			80			1,650,359
Rent		28,693			24,315			46,971			36,146			146,205
Research and development		262,749			25,136			548,441			83,391			1,062,027
Total operating expenses		939,936			173,691			2,596,687			362,844			4,508,881
Net operating loss		(934,118	)		(173,691	)		(2,590,869	)		(362,844	)		(4,503,063	)
Other income (expense)
Interest income (expense), net		18,940			(5,000	)		63,556			(10,000	)		(63,003	)
Interest forgiven, net		125,008			-			58,206			-			-
Debt issuance costs - commissions		(173,006	)		-			(491,775	)		-			(680,959	)
Debt issuance costs - warrants		(1,141,998	)		-			(1,971,791	)		-			(1,971,791	)
Loss on asset disposal		(373	)		-			(373	)		-			(373	)
Total other income (expense)		(1,171,429	)		(5,000	)		(2,342,177	)		(10,000	)		(2,716,126	)
Net loss before income taxes		(2,105,547	)		(178,691	)		(4,933,046	)		(372,844	)		(7,219,189	)
Provision for income taxes		-			-			1,600			1,600			4,800
Net Loss		(2,105,547	)		(178,691	)		(4,934,646	)		(374,444	)		(7,223,989	)
Accumulated Deficit
Balance, beginning of period		(5,118,442	)		(979,349	)		(2,289,343	)		(783,596	)		-
Balance, end of period	$	(7,223,989	)	$	(1,158,040	)	$	(7,223,989	)	$	(1,158,040	)	$	(7,223,989	)
Basic - Earnings (loss) per share	$	(0.07	)	$	(0.61	)	$	(0.20	)	$	(0.88	)
Basic - Weighted Average Number
of Shares Outstanding		28,206,464			293,889			24,346,449			424,833

See accompanying notes to unaudited financial statements.

3

Location Based Technologies, Inc.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

For the period from Inception (September 16, 2005) to February 29, 2008

(Unaudited)

													Deficit
													Accumulated			Total
	Preferred Stock				Common Stock						Additional		During the			Stockholders
	Number				Number		To be				Paid-In		Development			Equity
	of Shares		Amount		of Shares		issued		Amount		Capital		Stage			(Deficit)
Balance, September 16, 2005		-	$	-		-	$	-	$	-	$	-	$	-		$	-
Cash received for 20,000 shares of common stock to be issued, November 30, 2005		-		-		-		-		20		19,980		-			20,000
Cash received for 30,000 shares of common stock to be issued, November 30, 2005		-		-		-		-		30		29,970		-			30,000
Cash received for 25,000 shares of common stock to be issued, March 14, 2006		-		-		-		-		25		24,975		-			25,000
Cash received for 50,000 shares of common stock to be issued, August 4, 2006, net of offering costs		-		-		-		50		-		46,950		-			47,000
Cash received for 50,000 shares of common stock to be issued, August 18, 2006		-		-		-		50		-		49,950		-			50,000
Issuance of common stock for services, July 2006		-		-		75,000		-		75		74,925		-			75,000
Additional paid-in capital in exchange for services		-		-		-		-		-		150,000		-			150,000
Net loss		-		-		-		-		-		-		(783,596	)		(783,596	)
Balance, August 31, 2006		-		-		75,000		100		150		396,750		(783,596	)		(386,596	)
Issuance of common stock, net of offering costs, for cash, September 2006		-		-		150,000		-		150		110,600		-			110,750
Issuance of common stock, net of offering costs, for cash, November 2006		-		-		30,000		-		30		22,470		-			22,500
Issuance of common stock, net of offering costs, for cash, February 2007		-		-		250,000		-		250		181,750		-			182,000
Issuance of common stock, net of offering costs, for cash, March 2007		-		-		25,000		-		25		18,725		-			18,750

(Continued)

See accompanying notes to unaudited financial statements.

4

Location Based Technologies, Inc.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

For the period from Inception (September 16, 2005) to February 29, 2008

(Unaudited)

(Continued)

															Deficit
															Accumulated			Total
	Preferred Stock				Common Stock							Additional			During the			Stockholders
	Number				Number		To be					Paid-In			Development			Equity
	of Shares		Amount		of Shares		issued			Amount		Capital			Stage			(Deficit)
Issuance of 175,000 shares of common stock, June 2007		-		-		175,000		(100	)		100		-			-			-
Issuance of 55,000 shares of common stock for cash proceeds of $55,000, June 2007		-		-		55,000		-			55		54,945			-			55,000
Issuance of 16,800,000 shares of common stock for cash proceeds of $168, June 2007		-		-		#######		-			16,800		(16,632	)		-			168
Issuance of common stock for conversion of note payable, August 2007		-		-		15,000		-			15		14,985			-			15,000
Net loss		-		-		-		-			-		-			(1,505,747	)		(1,505,747	)
Balance, August 31, 2007		-		-		17,575,000		-			17,575		783,593			(2,289,343	)		(1,488,175	)
Issuance of Series A warrants		-		-		-		-			-		1,408,167			-			1,408,167
Issuance of Series B warrants		-		-		-		-			-		563,624			-			563,624
Issuance of common stock for services, October 2007		-		-		6,000		-			6		5,994			-			6,000
Issuance of common stock for conversion of related party note payable, October 2007		-		-		803,500		-			804		802,696			-			803,500
Share exchange with Springbank Resources resulting in recapitalization, October 2007		-		-		4,337,500		-			-		419			-			419
Issuance of common stock for services, November 2007		-		-		425,544		-			426		425,118			-			425,544
Issuance of common stock for services, November 2007		-		-		200,000		-			200		829,800			-			830,000

(Continued)

See accompanying notes to unaudited financial statements.

5

Location Based Technologies, Inc.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

For the period from Inception (September 16, 2005) to February 29, 2008

(Unaudited)

(Continued)

													Deficit
													Accumulated			Total
	Preferred Stock				Common Stock						Additional		During the			Stockholders
	Number				Number		To be				Paid-In		Development			Equity
	of Shares		Amount		of Shares		issued		Amount		Capital		Stage			(Deficit)
Issuance of common stock for conversion of notes payable, November and December 2007		-		-		5,242,000		-		5,242		5,236,758		-			5,242,000
Issuance of common stock for conversion of accrued interest on related party note payable, February 2008						120,599				120		120,479		-			120,599
Issuance of common stock for conversion of accrued officer compensation, February 2008						270,495				270		270,225		-			270,495
Net loss		-		-		-		-		-		-		(4,934,646	)		(4,934,646	)
Balance, February 29, 2008		-	$	-		#######	$	-	$	24,643		#######	$	(7,223,989	)	$	3,247,527

See accompanying notes to unaudited financial statements.

6

Location Based Technologies, Inc.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three and six months ended February 29, 2008 and February 28, 2007

and for the period from Inception (September 16, 2005) to February 29, 2008

(Unaudited)

							Inception
	For the six months ended						(Sept 16, 2005)
	February 29,			February 28,			to February 29,
	2008			2007			2008
Cash Flows from Operating Activities
Net loss	$	(4,934,646	)	$	(374,444	)	$	(7,223,989	)
Adjustment to reconcile net loss to net cash
provided by (used in) operating activities
Depreciation		4,381			150			6,482
Common stock issued for services		1,261,544			-			1,516,544
Warrants issued for services		1,971,791			-			1,971,791
Recapitalization adjustment		419			-			419
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable		(5,818	)					(5,818	)
(Increase) decrease in prepaid expenses		13,992			-			(39,534	)
(Increase) decrease in debt issuance costs		446,776			-			-
(Increase) decrease in deposits		(13,398	)		-			(20,458	)
Increase (decrease) in accounts payable and accrued expenses		(627,165	)		(9,783	)		52,835
Increase (decrease) in accrued officer compensation		40,020			129,000			493,995
Increase (decrease) in accrued interest		(58,206	)		5,000			120,599
Net cash used in operating activities		(1,900,310	)		(250,077	)		(3,127,134	)
Cash Flows from Investing Activities
Purchase of property and equipment		(337,349	)		(55,566	)		(711,016	)
Additions to patents and trademarks		(101,998	)		(21,000	)		(196,295	)
Net cash used in investing activities		(439,347	)		(76,566	)		(907,311	)
Cash Flows from Financing Activities
Proceeds from issuance of common stock, net of offering costs		-			370,000			404,168
Proceeds from common stock be to issued		-			-			142,000
(Repayments) / advances from officer		(25,020	)		6,485			-
Proceeds from convertible notes payable		350,000			-			5,242,000
Proceeds from notes payable, related party		-			-			50,000
Repayment on notes payable, related party		-			(23,000	)		(146,500	)
Net cash provided by financing activities		324,980			353,485			5,691,668
Net (decrease) increase in cash and cash equivalents		(2,014,677	)		26,842			1,657,223
Cash and cash equivalents, beginning of period		3,671,900			3,568			-
Cash and cash equivalents, end of period	$	1,657,223		$	30,410		$	1,657,223

(Continued)

See accompanying notes to unaudited financial statements.

7

Location Based Technologies, Inc.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three and six months ended February 29, 2008 and February 28, 2007

and for the period from Inception (September 16, 2005) to February 29, 2008

(Unaudited)

(Continued)

					Inception
	For the six months ended				(Sept 16, 2005)
	February 29,		February 28,		to February 29,
	2008		2007		2008
Supplemental disclosure of cash flow information:
Income taxes paid	$	-	$	800	$	800
Interest paid	$	-	$	-	$	-
Supplemental disclosure of noncash financing and investing activities:
Issuance of shares of common stock for services	$	1,261,544	$	-	$	1,516,544
Issuance of warrants for services	$	1,971,791	$	-	$	1,971,791
Acquisition of patents for note payable	$	-	$	-	$	900,000
Issuance of common stock for conversion of notes payable	$	5,242,000	$	-	$	5,512,000
Issuance of common stock for conversion of related party note payable	$	803,500	$	-	$	803,500
Issuance of common stock for conversion of accrued interest on related party note payable	$	120,599	$	-	$	-
Issuance of common stock for conversion of accrued officer compensation	$	270,495	$	-	$	-

See accompanying notes to unaudited financial statements.

8

LOCATION BASED TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Location Based Technologies, Inc. (the “Company” “LBT”) was incorporated under the laws of the State of California on September 16, 2005. On July 7, 2006, the Company established PocketFinder, LLC (“LLC”), a California Limited Liability Company.  On May 29, 2007, PocketFinder, Inc. filed amended articles with the Secretary of State to change its name to Location Based Technologies, Corp.

Merger

On August 24, 2007, Location Based Technologies, Corp. (formerly PocketFinder, Inc.) merged with PocketFinder, LLC.  The merger was approved by the shareholders of Location Based Technologies, Corp. and PocketFinder, LLC by unanimous written consent.  Location Based Technologies, Corp. was the survivor of the merger with PocketFinder, LLC.

Each Class A Membership Unit of the LLC was converted into 50,000 shares of common stock of the Company or fraction thereof and each Class C Membership Unit of the LLC was cancelled.  Upon consummation of the merger, 10.9 Class A Membership Units of the LLC were converted into 545,000 shares of common stock of the Company.

Stock Exchange Agreement

On October 11, 2007, the Company effected the stock exchange agreement and plan of reorganization (the “Agreement”) with Springbank Resources, Inc. (“SRI”) whereby SRI acquired all of the issued and outstanding shares of the Company in exchange for shares of SRI’s common stock.

Subject to the terms and conditions of the Agreement, SRI issued, and the stockholders of the Company accepted 18,384,500 shares of SRI’s common stock in consideration for all of the issued and outstanding shares of the Company.  The shares of SRI’s common stock were allocated to the shareholders of the Company in accordance with the Agreement.

9

LOCATION BASED TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock Exchange Agreement (Continued)

The former shareholders of LBT acquired control of the Company upon the closing of the stock exchange transaction. The exchange was accounted for as a reverse acquisition. Accordingly, for financial statement purposes, LBT was considered the accounting acquiror, and the related business combination was considered a recapitalization of LBT rather than an acquisition by SRI. The historical financial statements prior to the agreement will be those of LBT, and the name of the consolidated company going forward will be Location Based Technologies, Inc.

Nature of Business

The Company is in the development stage of creating PocketFinderTM personal locators. PocketFindersTM are small personal location devices designed to give parents, guardians, and pet owners peace of mind. Utilizing the U.S. Department of Defense’s multi-billon dollar Global Positioning System (GPS) satellites and existing wireless technology, our team of engineers have developed technology which allows our network of members to locate anyone carrying our device, whether that person is inside of a building/structure or in the great outdoors (Systems and Method Patent pending). PocketFindersTM are small, rugged, and water tight. The devices can be used to locate children, elderly or disabled persons and pets as well as for the tracking of valued personal property.

Basis of Presentation

The unaudited financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.  They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to financial statements included in the annual report on Form 10-KSB of Location Based Technologies, Inc. for the year ended August 31, 2007.  In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended February 29, 2008, are not necessarily indicative of the results that may be expected for any other interim period or the entire year. For further information, these unaudited financial statements and the related notes should be read in conjunction with the Company’s audited financial statements for the year ended August 31, 2007, included in the Company’s report on Form 10-KSB.

10

LOCATION BASED TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates

The preparation of combined financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods.  Actual results could materially differ from those estimates.

Cash and Cash Equivalents

For purposes of the balance sheets and statements of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.

Concentration of Credit Risk

Cash and cash equivalents – The cash and cash equivalent balances at February 29, 2008, are principally held by one institution which insures our aggregated accounts with the Federal Deposit Insurance Corporation ("FDIC") up to $100,000.  At February 29, 2008, the Company had uninsured cash deposits in excess of the FDIC insurance limit totaling $1,571,795.

Revenues and Accounts Receivable – Revenue generated during the six months ended February 29, 2008, consisted of sales to a single customer.  Total revenues from this customer were $5,818 for the six months ended February 29, 2008.  Total accounts receivable due from this customer at February 29, 2008 were $5,818.

Allowance for Doubtful Accounts

The allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and the current status of accounts receivable. Accounts receivable are charged off against the allowance when collectibility is determined to be permanently impaired.  As of February 29, 2008, there was no allowance for doubtful accounts recorded, as all of the Company’s receivables were considered collectible.

11

LOCATION BASED TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

Fair Value of Financial Instruments

Pursuant to SFAS No. 107, “Disclosures About Fair Value of Financial Instruments”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet.  The carrying value of cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to the short period to maturity of these instruments.

Intangible Assets – Patents and Trademarks

The Company capitalizes internally developed assets related to certain costs associated with patents and trademarks. These costs include legal and registration fees needed to apply for and secure patents. As of February 29, 2008 and August 31, 2007, the Company has capitalized $1,061,331 and $990,572 for patent related expenditures, respectively. As of February 29, 2008 and August 31, 2007, the Company has capitalized $34,964 and $3,725 for trademark related expenditures, respectively. The Company has not yet recorded amortization expense related to the patents because the patents are not subject to amortization until issued by the United States Patent Office and placed in service by the Company.  Intangible assets will be amortized in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” ("SFAS 142") using the straight-line method over the shorter of their estimated useful lives or remaining legal life. The intangible assets acquired from other enterprises or individuals in an “arms length” transaction are recorded at cost.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method and with useful lives used in computing depreciation ranging from 3 to 5 years. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Expenditures for maintenance and repairs are charged to operations as incurred; additions, renewals and betterments are capitalized.

12

LOCATION BASED TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Internal Website Development Costs

Under FASB Emerging Issues Task Force Statement 00-2, Accounting for Web Site Development Costs ("EITF 00-2"), costs and expenses incurred during the planning and operating stages of the Company's web site development are expensed as incurred. Under EITF 00-2, costs incurred in the web site application and infrastructure development stages are capitalized by the Company and amortized to expense over the web site's estimated useful life or period of benefit. As of February 29, 2008, the Company had capitalized costs of $675,475 related to its website development.  The website development costs will be depreciated when the website is completed and ready for use.

Long-Lived Assets

The Company accounts for its long-lived assets in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset's carrying value and fair value or disposable value. As of February 29, 2008, the Company did not deem any of its long-term assets to be impaired.

Revenue Recognition

Revenues are recognized in accordance with Staff Accounting Bulletin (SAB) No. 101, “Revenue Recognition in Financial Statements,” as amended by SAB No. 104, “Revenue Recognition” when (a) persuasive evidence of an arrangement exists, (b) the products or services have been provided to the customer, (c) the fee is fixed or determinable, and (d) collectibility is reasonably assured. In instances where the customer, at its discretion, has the right to reject the product or services prior to final acceptance, revenue is deferred until such acceptance occurs.

13

LOCATION BASED TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and Development

Research and development costs are clearly identified and are expensed as incurred in accordance with FASB statement No. 2, "Accounting for Research and Development Costs."  For the six months ended February 29, 2008 and February 28, 2007, the Company incurred $548,441 and $83,391 of research and development costs, respectively.

Provision for Income Taxes

The Company accounts for income taxes under SFAS 109, “Accounting for Income Taxes”.  Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements’ carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.  The Company has included its $800 franchise fee in its provision for income taxes for each of the six months ended February 29, 2008 and February 28, 2007.

Earnings/ Loss Per Share

The Company computes basic earnings (loss) per share using the weighted average number of common shares outstanding during the period in accordance with Statement of Financial Standards No. 128, Earnings Per Share ("SFAS 128") which specifies the compilation, presentation, and disclosure requirements for income per share for entities with publicly held common stock or instruments which are potentially common stock. Under SFAS No. 128, diluted earnings (loss) per share are computed using the weighted average number of common shares outstanding and the dilutive potential common shares outstanding during the period. Dilutive potential common shares primarily consist of stock options and warrants issued by the Company. These potential common shares are excluded from diluted loss per share as their effect would be anti-dilutive.

14

LOCATION BASED TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements

FASB Interpretation No. 48 – In July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), which supplements SFAS No. 109, “Accounting for Income Taxes”, by defining the confidence level that a tax position must meet in order to be recognized in the financial statements.  The Interpretation requires that the tax effects of a position be recognized only if it is “more-likely-than-not” to be sustained based solely on its technical merits as of the reporting date.  The more-likely-than-not threshold represents a positive assertion by management that a company is entitled to the economic benefits of a tax position.  If a tax position is not considered more-likely-than-not to be sustained based solely on its technical merits, no benefits of the position are to be recognized.  This Interpretation is effective for fiscal years beginning after December 15, 2006.  The Company is currently assessing the potential effect of FIN 48 on its financial statements.

SFAS No. 157 – In September 2006, the FASB issued Statement 157, “Fair Value Measurements”.  This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements.  This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute.  Accordingly, this Statement does not require any new fair value measurements.  However, for some entities, the application of this Statement will change current practice.  This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year.  The Company is currently assessing the potential effect of SFAS 157 on its financials statements.

15

LOCATION BASED TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)

SFAS No. 158 – In September 2006, the FASB issued Statement No. 158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R)”.  This Statement improves financial reporting by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization.  This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions.  An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006.  An employer without publicly traded equity securities is required to recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after June 15, 2007.  The Company believes that the adoption of this standard will not a have a material impact on its financial statements.

SAB No. 108 – In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108 (SAB No. 108), “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” The guidance in SAB No. 108 requires Companies to base their materiality evaluations on all relevant quantitative and qualitative factors. This involves quantifying the impact of correcting all misstatements, including both the carryover and reversing effects of prior year misstatements, on the current year financial statements. The Company has adopted this standard.

16

LOCATION BASED TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)

SFAS No. 159 – In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments. This Statement applies to all entities, including not-for-profit organizations. Most of the provisions of this Statement apply only to entities that elect the fair value option.

2. PROPERTY AND EQUIPMENT

Property and equipment at February 29, 2008 and August 31, 2007 consists of the following:

	February 29,			August 31,
	2008			2007
Website development costs	$	675,475		$	361,825
Computer and video equipment		21,216			10,076
Office furniture		11,546			1,766
Leasehold improvements		2,445
		710,682			373,667
Less: accumulated depreciation		(6,148	)		(2,101	)
Total property and equipment	$	704,534		$	371,566

Depreciation expense for the six months ended February 29, 2008 amounted to $4,381.

17

LOCATION BASED TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

3.              CONVERTIBLE NOTES PAYABLE

From March 2007 through October 2007, the Company entered into convertible note agreements totaling $5,242,000.  Under the terms of the agreements, amounts borrowed must be repaid by March 31, 2008 and accrue interest at the rate of 8% per annum.  At the option of the Company or the convertible note holder, the notes plus any accrued and unpaid interest may be converted into shares of the Company’s common stock on the basis of $1.00 per share.  The notes may be prepaid at any time, at the option of the Company, in whole or in part without penalty.

From November 2008 through December 2008, all of the convertible notes payable totaling $5,242,000 were converted into 5,242,000 shares of the Company’s common stock on the basis of $1.00 per share.  In connection with the note payable conversions, each note holder agreed to forgive accrued interest on the notes totaling $168,989.

4.              NOTES PAYABLE – RELATED PARTY

On November 28, 2005, the Company entered into a promissory note agreement with the Company’s CEO and stockholder for $900,000 in exchange for the assignment of certain intellectual property and trademark rights. Under the terms of the promissory note agreement, the principal and any unpaid interest shall not become due until the Company attains financial stability, defined as strong revenue generation and cash flow.  Up to twelve quarterly payments may be made to fulfill payment of this note.  The note may be prepaid without premium or penalty. The note bears interest at 8% per annum and is payable at any time before the repayment date. The note is secured by all intellectual property, trademarks, ongoing research and development and all other assets owned by the Company. On October 29, 2007, the CEO elected to convert the outstanding balance on the promissory note agreement into common stock of the Company.  The note payable balance totaling $803,500 was converted into 803,500 shares of the Company’s common stock on the basis of $1.00 per share.  In February 2008, accrued interest on the note payable totaling $120,599 was converted into 120,599 shares of the Company’s common stock on basis of $1.00 per share.

18

LOCATION BASED TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

5.              COMMITMENTS AND CONTINGENCIES

Consulting Agreements

In July 2007, the Company entered into a financial consulting agreement whereby the consultant will be compensated 2% of the Company’s first ten million dollars of sales and 1% of the second ten million dollars of sales.  The agreement expires July 16, 2010.

In January 2008, the Company entered into a consulting and sales representative agreement whereby the consultant will be compensated 5% of certain product sales.  In addition, the consultant may earn warrants to purchase up to 200,000 shares of the Company’s common stock upon meeting certain sales targets.  The agreement expires December 31, 2008 and shall automatically renew from year to year until terminated by either party.

In February 2008, the Company entered into a framework, platform development and assistance services agreement related to technological developments of the database and website. Under the terms of the agreements, the Company is obligated to pay approximately $270,000 from March 2008 through January 2009.  The agreements expire February 2011.

Operating Leases

The Company leases approximately 7,000 square feet of general office space in Anaheim, California, for base rent of $11,300.  The Company is also responsible for its share of lease related operating expenses approximating $1,500 per month.  The lease expires on December 31, 2009.

Total rental expense on operating leases for the six months ended February 29, 2008, and February 28, 2007 was $46,971 and $36,146, respectively.

As of February 29, 2008 the future minimum lease payments are as follows:

For the Years Ending February 28,
2009	$	136,278
2010		116,390
Total	$	252,668

19

LOCATION BASED TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

6.              EQUITY

Common Stock

All shares of common stock for amounts received during the period from inception (September 16, 2005) through August 31, 2006 were issued in June 2007.

In November 2005, the Company performed a private placement and agreed to issue 20,000 shares of common stock at $1.00 per share for an aggregate total of $20,000.

In November 2005, the Company agreed to issue 30,000 shares of its common stock in exchange for legal services related to patents.  The shares were valued at $30,000, which represents the fair market value on the date the services were rendered.

In March 2006, the Company performed a private placement and agreed to issue 25,000 shares of common stock at $1.00 per share for an aggregate total of $25,000.

In August 2006, the Company performed a private placement and agreed to issue 100,000 shares of common stock at $1.00 per share for an aggregate total of $100,000.  The Company received cash proceeds totaling $97,000.

In July 2006, the Company issued 75,000 shares of common stock in exchange for $25,000 of accounting services and $50,000 in legal services.  The shares were valued at $75,000, which represents the fair market value of the services provided on the date of issuance.

In July 2006, the Company received services valued at $150,000 and treated it as additional paid-in capital.

In September 2006, the Company issued 150,000 shares of common stock for net cash of $110,850 which is net of offering costs of $39,250, in cash proceeds.

In November 2006, the Company issued 30,000 shares of common stock for net cash of $22,500, which is net of offering costs of $7,500, in cash proceeds.

In February 2007, the Company issued 250,000 shares of common stock in exchange for net cash of $182,000, which is net of offering costs of $68,000, in cash proceeds.

In March 2007, the Company issued 25,000 shares of common stock in exchange for net cash of $18,750, which is net of offering costs of $6,250 in cash proceeds.

20

LOCATION BASED TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

6.              EQUITY (Continued)

Common Stock (Continued)

In June 2007, the Company issued 55,000 shares of common stock for $55,000 in cash proceeds.

In June 2007, the Company issued 16,800,000 shares of its common stock for cash proceeds of $168.

In August 2007, the Company issued 15,000 shares of common stock in exchange for the conversion of a $15,000 note payable.

In October 2007, the Company issued 6,000 shares of common stock in exchange for $6,000 of legal services.  The shares were valued at $6,000, which represents the fair market value of the services provided.

In October 2007, the Company issued 803,500 shares of common stock in exchange for the conversion of a $803,500 related party note payable (see Note 4).

In November 2007, the Company issued 425,544 shares of common stock in exchange for $425,544 of consulting services.  The shares were valued at $425,544, which represents the fair market value of the services provided.

In November 2007, the Company issued 200,000 shares of common stock in exchange for $200,000 of consulting services.  The shares were valued at $830,000, which represents the fair market value of the services provided on the date of issuance.

In November 2007, the Company issued 1,067,500 shares of common stock in exchange for the conversion of $1,067,500 in notes payable (see Note 3).

In December 2007, the Company issued 4,174,500 shares of common stock in exchange for the conversion of $4,174,500 in notes payable (see Note 3).

In February 2008, the Company issued 120,599 shares of common stock in exchange for the conversion of $120,599 in accrued interest on a related party note payable (see Note 4).

In February 2008, the Company issued 270,495 shares of common stock in exchange for the conversion of $270,495 in accrued officer compensation.

21

LOCATION BASED TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

6.              EQUITY (Continued)

Warrants

In August 2007, the Company issued a “Series A” warrant to purchase 500,000 common shares at $1.00 per share and a “Series B” warrant to purchase 250,000 common shares at $2.00 per share, in exchange for consulting services related to the sale of the Company’s convertible promissory notes.  The fair value of the warrants using the Black-Scholes option pricing model amounted to $1,408,167 and $563,624 for the “Series A” and “Series B” warrants, respectively (see Note 7).

Stock Incentive Plan

On September 10, 2007, the directors and shareholders adopted a 2007 Stock Incentive Plan.  The plan reserves 750,000 shares for issuance pursuant to options, grants of restricted stock or other stock-based awards.  The plan is administered by the board of directors which has the power, pursuant to the plan, to delegate the administration of the plan to a committee of the board.  There were no distributions made under the plan for the three months ended February 29, 2008.

7.   STOCK OPTIONS AND WARRANTS

On August 15, 2007, the Company issued a “Series A” warrant to a consultant to purchase 500,000 shares of the Company’s common stock at $1 per share and a “Series B” warrant to purchase 250,000 shares of the Company’s common stock at $2 per share.  Both warrants terminate at the earlier of August 14, 2012 or upon the Company’s sale and issuance of stock in a public offering with gross proceeds in excess of $10 million.  The fair value of the Series A and Series B warrants is capitalized as debt issuance costs, and will be amortized over the remaining life of the note payable.  For the six months ended February 29, 2008, the Company recognized debt issuance cost amortization totaling $1,971,791 for the Series A and Series B warrants.  The Company calculated the fair value of the warrants by using the Black-Scholes option pricing model.  No warrants were exercised as of February 29, 2008.

22

LOCATION BASED TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

8.              PROVISION FOR INCOME TAXES

Deferred income taxes are reported using the liability method.  Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences arise from the difference between the reported amounts of assets and liabilities and their tax basis.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and tax rates on the date of enactment.

The Company did not provide any current or deferred U.S. federal income taxes or benefits for any of the periods presented because the Company has experienced operating losses since inception. The Company provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn sufficient income to realize the deferred tax assets during the carry forward period.

The components of the Company’s deferred tax asset as of February 29, 2008, are as follows:

Net operating loss carry forward	$	2,877,000
Valuation allowance		(2,877,000	)
Net deferred tax asset	$	-

A reconciliation of the combined federal and state statutory income taxes rate and the effective rate is as follows:

Tax at statutory rate	$	39.83	%
Valuation allowance		(39.83	%)
	$	-

8.              PROVISION FOR INCOME TAXES

As of February 29, 2008, the Company had federal and state net operating loss carryforwards of approximately $7,223,000 which can be used to offset future federal income tax.  The federal and state net operating loss carryforwards expire at various dates through 2027.  Deferred tax assets resulting from the net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is not reasonably assured. These carryforwards may be limited upon a change in ownership or consummation of a business combination under IRC Sections 381 and 382.

23

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

GENERAL

Information in this report contains “forward looking statements” which may be identified by the use of forward-looking terminology, such as “may”, “shall”, “will”, “could”, “expect”, “estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”, “continue”, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

OVERVIEW

We are a corporation incorporated in Nevada on April 20, 2006.  We are qualified to do business in California.  Our shares of common stock are currently traded in the over-the-counter market and our stock price is reported on the OTC Bulletin Board under the symbol “LBAS.”

Our Business.  We are in a solid financial position to transition from a company that is primarily focused on design and development to being a company fully engaged with sales, marketing, and product delivery.  Our financial condition has greatly benefited from the conversion of 100% of our outstanding investor notes into company common stock.  The impact of this conversion has strengthened our balance sheet.  The final development stage of the PocketFinder® personal locators has taken longer than we expected due to advancements in the GPS technology and in preparation of our printed circuit boards.  PocketFinder® devices are technologically advanced and utilize a highly developed eight (8) layer printed circuit board.  The fabrication of the boards, although not a challenge in mass production, is delicate when produced in small quantities by “boutique” manufacturers who make the initial devices that are submitted to the government approved laboratories for certification testing. Our boutique manufacturers have had to run several batches of the boards in order to get them right (just accomplished on April 8th 2008).  With the boards completed, we will now be able to submit devices to the labs for certification testing.

The PocketFinder® Personal Locator family of devices meets the growing demand for location-based services that will allow family members to keep in touch with one another in an increasingly busy world.  By taking advantage of the latest in GPS and GSM technology, our locator devices will optimize the ability for families to stay connected.  Applications may include: outdoor and extreme sports enthusiasts, parents, adult children of the elderly, elder care providers of patients with Alzheimer’s and dementia, special needs providers for those with disabilities, pet owners, and for the tracking and recovery of valuable property and luggage while traveling.  Our device is fifty millimeters in diameter or about 2 inches.  It fits easily into a child’s pocket, their backpack, or onto a belt.  The PetFinder will come with a form fitting neoprene pouch that is easily slid onto a belt or a pet’s collar.

24

We operate with an “outsourced” model of highly selected individuals and organizations that have quick growth capacity to keep pace with our anticipated fast growth.  We have a small number of employees, yet have approximately 47 full time contractors working on our endeavor.  It allows us to tightly control our overhead so, as we now shift our primary focus from being a development company to being a sales and marketing company, we have the right resources in place.  The infrastructure and critical organizations for success are in place. We have a very talented senior management team with partners who bring the right knowledge, skills and abilities to deliver world-class products and services. We have recruited a master of distribution with specific knowledge and experience in the location based services arena as well as a seasoned expert in customer service to ensure that our customers experience the best level of service from day one.  As shown in one of our earlier SEC filings, we have a signed contract with “24/7 INtouch” and they will handle our call-center customer services. They are a high quality, award-winning, mass-market customer-focused support organization.

The government-owned global positioning satellite, or GPS, system is neither patentable nor exclusive in source.  As a result, other entrants may utilize the same capability as well as existing wireless technologies.  However, it is not GPS and wireless technologies that differentiate our product from the competition.  Rather, it is the proprietary software that transforms available technologies into an intuitive and user-friendly interface that offers greater value, capabilities, and convenience to the customer.

Our Personal Locator Services.  We are beginning the manufacturing process of the PocketFinder Personal Locator or PocketFinder®.  We plan to have the PocketFinder® device manufactured by an original equipment manufacturer (OEM) with facilities in China, Mexico and Europe although we have not yet entered into any manufacturing contracts.  We will provide end-user customer service and support through 24-7 INtouch headquartered in Toronto, Ontario.  We anticipate exploring multiple vertical markets including the following:

Ÿ Parents of young children (primarily 5 to 12 years of age) who seek the peace of mind of being able to know that their children are where they are supposed to be when they are supposed to be there.

Ÿ Families with members who are Autistic or have Downs Syndrome, Alzheimer’s, etc.

Ÿ Elder Care support and applications.

Ÿ Pet care and location capability.

Ÿ Asset tracking and location capability:  cars, trucks, fleet management, luggage, and other personal assets.

We signed a contract with KORE Telematics on November 26, 2007.  Our products will offer wide network coverage throughout North America  via KORE Telematics (an provider of “Machine-to-Machine” or M2M protocol access) utilizing the largest GSM carrier networks in the United States and Canada.  With this agreement, our personal locators will have the ability to roam seamlessly on the networks of 290 wireless providers in over 130 countries.  In addition, our locators have the ability to work on any GSM network in the world.

Our Target Markets and Marketing Strategy.  We have invested significantly in intellectual properties, which consist of apparatus patents and applications and system and method patents and applications.  We have filed claims that cover all aspects of the personal locator, its operating system and user interface.  We have received Trademark approvals for the following: PetFinder; PocketFinder and the associated service mark; Your World Located; iTalk; and the avatars (or stylized heads) found on our website and on the product’s box.

We provide wireless location based solutions for global positioning products and its proprietary “friendly user interface” software system.  Our PocketFinder® family of products delivers rugged, compact products with real-time location-based information over its proprietary server architecture.  Our products simplify the ability for families to stay connected with one another, for pet owners to know where their pets are on demand, and solutions for asset tracking.  We have the ability to provide platform support for the integration of other location-based GPS services within its applications in order to simplify the customers need to locate all location-based devices in one easy tool.

25

We are preparing for the launch of our first two products, the PocketFinder® and PetFinder™, while also involved in numerous other “white label” marketing opportunities. In addition, several licensing opportunities are being explored.

For the PocketFinder® family of products, we believe that the primary target market will consist of parents with school-aged children from ages five to thirteen.  Secondary markets may include medical and elder care providers, campers, hikers, backpackers, adventure seekers, extreme sports enthusiasts, freight and cargo carriers, delivery services, pet owners, vehicle finance companies, auto dealerships, law enforcement agencies, military organizations and individuals wishing to track valuable personal items.

Based on census information, there are over 37,000,000 children in the 5 to 13 year old market segment in the United States with an additional 4,000,000 in the prime focus areas in Canada.  The European Community has an additional 42,500,000 children in this primary age group.  Adding in the elder care market this represents a target market of more than 109,200,000 potential customers in our focus age group.

Closely related to family/personal locators is the desire for pet locators.  A locator device will give the owner the ability to locate their pet if it were to become lost or be missing in the neighborhood as well as to ensure that services paid for are received, i.e., that a walking service or pet care facility actually provide the outdoor activity contractually agreed to.

Our marketing initiatives will include:

·   Licensing opportunities for the products in other areas or regions.

·   Self branded or “white label” opportunities for niche market or vertical market sales.

·   Affinity group marketing and outreach opportunities.

·   Utilization of direct response sales due to public relations outreach in special interest magazines and newsletters.

·   Retail distribution initiatives.

Our Revenue Sources.  We expect our revenues to be based on the following sales and revenue sources:

·   Potential licensing fees.

·   Organizations that will self-brand the PocketFinder® for specialized niche markets (“white label”).

·   Personal Locator device sales to retailers.

·   Personal Locator device sales through affinity groups and through our web site.

·   Personal Locator device accessory sales.

·   Monthly re-occurring service fees.

Growth Strategy.  Our objective is to become one of the major providers of personal and asset location services on the market.  Our strategy is to provide high quality devices that meet the mass market’s requirements whether it be for their children, their pets, or asset tracking (luggage, vehicles, boats, etc.).  Key elements of our strategy include:

·   A mass market retail price of under $150.00;

·   A basic monthly service fee of under $20.00 with multiple convenient access points (mobile phone, land line, or via the internet);

·   Ease of use at the location interface point as well as with the device;

·   Rugged design that meets the rigors of an active child or pet.  It is waterproof and handles weather extremes of heat and cold.

Our Website.  Our corporate website, www.locationbasedtech.com, provides a description of our corporate business along with our contact information including address, telephone number and e-mail address.  Our website also provides prospective customers with relevant information about our products, pricing and payment options, ordering capability, frequently asked questions and access to corporate investor relations information.  Information contained on our website is not a part of this report.

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Our Competition.  Personal location and property tracking devices are just beginning to significantly penetrate the marketplace.  We believe this condition represents a tremendous opportunity as customers will be attracted in large numbers once the intrinsic value of such devices is recognized and mass market adoption begins.

Competitors include Geospatial Platform Providers, Application Developers, Wherify Wireless, Inc., Zoombak, Inc., and Global Pet Finder.  These may be better financed, or have greater marketing and scientific resources than we do.

In related markets, GPS devices have become widely used for automotive and marine applications where line-of-sight to GPS satellites is not a significant issue.  Manufacturers such as Garmin, Navman, Magellan, TomTom, Pharos, NovAtel and DeLorne are finding a market interested in using these products for both business and leisure purposes.  As a result, use of GPS technology in devices such as chart plotters, fitness and training devices, fish finders, laptop computers, and PDA location devices are gaining significant market acceptance and commercialization.  Prices range from $350.00 to several thousand dollars.  We expect that increasing consumer demand in these markets will drive additional applications and lower price points.

Government Regulation.  We are subject to federal, state and local laws and regulations applied to businesses generally as well as FCC, IC and CE wireless device regulations and controls.  We believe that we are in conformity with all applicable laws in all relevant jurisdictions.  We do not believe that we are subject to any environmental laws and regulations of the United States and the states in which we operate.

Our Research and Development.  We are currently finalizing our development stage of the company.  Preparation for the government approved laboratory Certification processes  began in the first calendar quarter of 2008 (initial certifications will include Federal Communications Commission, Industry Canada, Conformite Europeenne, PCS Type Certification Review Board, and Carrier certification).  Engineer prototype testing began in October of 2007.  We will continue to work with several other entities that are conducting research on key aspects of the device itself (including expanded antennae capability, battery capacity, and enhanced location reliability and accuracy) in an ongoing effort to provide the best quality product at the very best size and value on the market.  We anticipate ongoing involvement with some level of developmental activities throughout the foreseeable future.

Employees and Outsourced Assistance.  As of April 1, 2008 we are fully leveraging our outsourcing model to world class partners and have three full-time employees and approximately 47 contracted employees engaged in hardware and software development and early marketing and sales preparation.  Mr. Scalisi, our Co-President and Chief Development Officer, Mr. Morse, our Co-President and Chief Executive Officer, and Ms. Mejia, our Chief Operating Officer, currently devote 100% of their business time to our operations.  We anticipate that we will hire two to four key employees in the next six months, with selective and controlled growth commensurate with significant increases in our revenues.  Remaining true to our “outsourced” model for growth and expansion, any large personnel increases will be accomplished through sales and customer support organizations contracted to provide respective services.

In furtherance of our company’s efforts to prepare to move into the marketplace, we have entered into the following contracts with independent service providers during our second fiscal quarter of 2008:

Ÿ Consulting Agreement, dated December 10, 2007, with Brooks Secrest for the analysis and evaluation of shipping and kitting needs of PocketFinder® products.  The agreement remains in effect until the assigned tasks are completed, but in any event no longer than three years.  The contractor is entitled to payments totaling $200,000 payable in two increments with the final payment in March 2008.

Ÿ   Consulting and Sales Representative Agreement, dated January 2, 2008, with WhizBiz, LLC, to act as the Company’s consultant and sales representative.  The agreement expires December 31, 2008, and shall automatically renew from year to year until terminated by either party.  The consultant will be compensated for certain product sales and is entitled to earn up to 200,000 warrants to purchase shares of our common stock upon reaching certain benchmarks.  Shares issued to consultant will be issued in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933.  Such shares will be “restricted” securities as defined in SEC Rule 144.

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Ÿ   Consulting Agreement, dated January 2, 2008, with Tina Florance, CPA, for services to serve as the Company’s Controller.  The agreement remains in effect until the assigned tasks are completed, but in any event no longer than three years.  Ms. Florance receives an hourly amount for her services and is entitled to earn up to 20,000 warrants to purchase shares of our common stock upon reaching certain benchmarks.  Shares issued to Ms. Florance will be issued in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933.  Such shares will be “restricted” securities as defined in SEC Rule 144.

Ÿ   A series of professional services agreements, dated February 27, 2008,  was entered into with NXP Software B.V., a company incorporated under the laws of the Netherlands (“NXP”) wherein NXP agreed to (i) license to the Company software capable of processing GPS satellite signals to provide location positioning information; (ii) provide a technology platform utilizing that software on which the Company can build its PocketFinder® products; and (iii) provide the Internet based services required for the PocketFinder® products to perform GPS location processing using NXP’s software technology.  The agreements include a Framework Agreement (a form of master agreement), a Technology License and Distribution Agreement, a Platform Development Agreement, and an Assistance Services Agreement. The agreements have three year terms, extendable for one additional year, and have standard termination provisions.  They are not assignable by the Company without NXP’s consent.  The Company will not be charged a license fee for the technology but will pay negotiated fees for NXP’s work in development the technology platform and NXP’s service assistance.

PLAN OF OPERATIONS

Cash Requirements.

We are a wireless technology company focused on the marketing and sales of a new personal location device system (the PocketFinder®  Personal Locator or PocketFinder®) for retail distribution.  We are an early stage marketing and sales company, and we expect the initial launch of the PocketFinder® during second quarter of 2008.  Since our inception, we have generated significant losses.  As of February 29, 2008, we had an accumulated deficit of $7,223,989.  We expect to incur continual losses until sometime in calendar year 2009, although we expect to begin generating revenues sometime during the first six months of calendar 2008.

We have a limited history of operations.  To date, we have funded our operations primarily through personal loans by the founders and the private placement of our common stock and convertible notes.

As of February 29, 2008, we had $1,657,223 in cash, cash equivalents and short-term investments.  We believe that our available cash and cash equivalents will be sufficient to fund anticipated levels of basic operations until we achieve cash flow from sales.  Over the next two months, we expect to expend approximately $331,000 (exclusive of cooperative advertising costs of approximately five percent which costs are included in the cost of goods sold) to develop our sales, marketing and manufacturing programs associated with the commercialization and launch of the PocketFinder®.  We expect to fund additional inventory and any necessary general overhead requirements through capital raised through the sale of debt or equity securities starting sometime in the next three months of calendar 2008 although there is no assurance that we will be successful in that regard.

We expect to have to raise additional funds in the coming months to purchase and maintain inventory and for related purposes such as packaging, shipping, and direct sales and marketing costs.  We are not able to estimate the amount of funds necessary as it will be determined by the volume represented by purchase orders from targeted retailers who desire to sell our product.

Our funding requirements will depend on numerous factors, including:

Ÿ Costs involved in the completion of the hardware, software and interface customization, and website necessary to commence the commercialization of the PocketFinder® Personal Locator;

Ÿ The costs of outsourced manufacturing;

Ÿ	The costs of commercialization activities, including product marketing, sales and distribution; and
Ÿ	Our revenues, if any, from successful commercialization of the PocketFinder® Personal Locator.

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As noted above, based on budgeted expenditures, we believe that we will have sufficient liquidity to satisfy our cash requirements until sales are achieved.  If our existing resources prove to be insufficient to satisfy our liquidity requirements during that timeframe, we will need to raise additional external funds through the sale of additional equity or debt securities.  In any event, as noted above, we will need to raise additional funds during the next three months to finance the inventory necessary to meet anticipated demand and to support related marketing, sales, and distribution expenses.  The sale of additional equity securities will result in additional dilution to our shareholders.  Sale of debt securities could involve substantial operational and financial covenants that might inhibit our ability to follow our business plan.  Additional financing may not be available in amounts or on terms acceptable to us or at all.  If we are unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned commercialization activities, which could harm our financial conditions and operating results.

Product Research and Development

The management team made a strategic decision to delay the completion of production ready units due to access to newly developed GPS software and technology that significantly enhanced the accuracy and response speed of our GPS solution. It will be the first application of this new technology in the personal location space in the world.  We plan to complete all readiness activities for the initial market launch of the PocketFinder® including manufacturing in the second calendar quarter of 2008.  We are currently using pre-production locator units for testing of our “back office” systems and pre-sales and marketing efforts have already begun.  We expect that our first purchase orders will be secured in second calendar quarter 2008 and that we will be prepared to begin delivery of product to retailers in the same time period, although there can be no assurance that we will meet that target time period.

Plant and Equipment, Employees

We do not plan to purchase or sell any significant equipment, plant or properties during the foreseeable future.  Our business operations are based on a strategic outsourcing model, thereby negating the need for additional plant and equipment, or significant numbers of employees.  Thus, we do not anticipate hiring any significant number of additional employees during the next 12 months.

RESULTS OF OPERATIONS

For the six months ended February 29, 2008 as compared to the six months ended February 28, 2007.

Revenues.

We generated $5,818 of consulting revenue for the six months ended February 29, 2008.   There was no revenue generated for the six months ended February 28, 2007.    

Operating Expenses.

For the six months ended February 29, 2008, our total operating expenses were $2,596,687 as compared to total operating expenses of $362,844 for the six months ended February 28, 2007.  The increase in operating expenses is attributed to the following:

·   An increase in general and administrative costs to $404,948 for the six months ended February 29, 2008, as compared to $63,227 for the six months ended February 28, 2007.  The increase in general and administrative costs is the result of increases in the following:

o   Advertising, marketing and promotional costs in preparation for the initial launch of the PocketFinder®products;

o   Corporate filing fees, stock transfer agent fees and Edgar filing fees as a result of being a public company;

o   Computer expenses due to technological advances; and

·   Travel expenses to secure international technology, manufacturing and sales contracts.

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·   A significant increase in professional fees to $1,416,327 for the six months ended February 29, 2008, as compared to $80 for the six months ended February 28, 2007.  The increase in professional fees is the result of the following:

o   The recognition of $830,000 in stock based compensation issued to consultants for technology services rendered;

o   Incurring sales consulting fees in preparation for the initial launch of the PocketFinder®products.

o   A significant increase in legal and accounting fees as a result of the reporting requirements of being a public company.

·   An increase in research and development costs for the six months ended February 29, 2008, to $548,441 as compared to $83,391 for the six months ended February 28, 2007, as significant efforts were made to develop and build the first prototypes and development of the website and mapping interface services.

Other Income. 

For the six months ended February 29, 2008, we reported net interest income of $63,556 as compared to net interest expense of $10,000 for the six months ended February 28, 2007.  The increase in interest income is attributed to the recognition of interest on bank deposits during the six months ended February 29, 2008, while there was no such interest income during the six months ended February 28, 2007.

For the six months ended February 29, 2008, we reported debt issuance costs for commissions and warrants totaling $491,775 and $1,971,791, respectively.  There were no such debt issuance costs during the six months ended February 28, 2007.

Net Loss.

For the six months ended February 29, 2008, we reported a net loss of $4,934,646 as compared to a net loss of $374,444 for the six months ended February 28, 2007, due to an increase in operating expenses as discussed above.

Liquidity and Capital Resources.

We had cash and cash equivalents of $1,657,223 as of February 29, 2008, as compared to cash and cash equivalents of $3,671,900 as of August 31, 2007.  The decrease in cash and cash equivalents is the result of funding the operating loss for the six months ended February 29, 2008.  Prepaid expenses totaled $39,534 as of February 29, 2008, and primarily consisted of prepaid insurance and software license agreements.  There were no debt issuance costs capitalized as of February 29, 2008, as compared to $446,776 as of August 31, 2007.  The decrease in debt issuance costs is the result of fully amortizing these debt issuance costs.

As of February 29, 2008, the total of our property and equipment, less accumulated depreciation, was a net value of $704,534, compared to the net value of $371,566 for our property and equipment, less accumulated depreciation, as of August 31, 2007.  The increase is primarily due to the development of the website and database during the six months ended February 29, 2008.

Other assets, consisted of patents, trademarks and deposits, amounted to $1,116,753 as of February 29, 2008, as compared to $1,001,357 as of August 31, 2007.  The increase is the result of legal fees to obtain and secure additional patents and trademarks.

Our total assets as of February 29, 2008, were $3,523,862 as compared to our total assets as of August 31, 2007, which were $5,545,125.  The decrease in our total assets as between the two periods was due primarily to a decrease in cash and cash equivalents and debt issuance costs.

As of February 29, 2008, our accounts payable and accrued expenses, including accrued officer compensation, were $276,335 as compared to $1,133,975 as of August 31, 2007.  The decrease in accounts payable and accrued expenses, including accrued officer compensation, as of February 29, 2008, is primarily due to the payment of accrued financing commissions and the conversion of accrued officer compensation into the Company’s common stock.

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Notes payable and convertible notes payable, including related accrued interest, totaled $0 as of February 29, 2008, as compared to $ 5,874,305 as of August 31, 2007.  The decrease is primarily due to the conversion of $5,242,000 in notes payable into the Company’s common stock.  In addition, $924,099 of related party notes payable and accrued interest was also converted into the Company’s common stock.  We had no other long term liabilities, commitments or contingencies.

Other than the proposed increases in inventory costs, research and development expenses and the increases in legal and accounting costs we expect due to the reporting requirements of being a reporting company, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.

ITEM 3A(T).   CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management is responsible for establishing adequate internal controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.  

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Operating Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based on this evaluation, the Company's Chief Executive Officer and Principal Financial Officer concluded that the Company's disclosure controls and procedures were effective in ensuring that (i) information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission and (ii) information required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to management, including the Company's Chief Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes In Internal Controls Over Financial Reporting

There were no changes in our internal controls over financial reporting during or that could significantly affect these controls subsequent to the date of the evaluation of those controls by the chief executive officer and principal financial officer.

PART II OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

We have no litigation against us that we expect will have a material adverse effect on our business, financial condition, liquidity, or operating results. However, legal claims are inherently uncertain and we cannot assure you that we will not be adversely affected in the future by legal proceedings.

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ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Sales within this fiscal quarter were reported on current reports on Form 8-K filed on December 5, 2007 and January 4, 2008.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At our annual meeting of shareholders, which was held at our offices on February 19, 2008, David M. Morse, Joseph F. Scalisi, and Desiree Mejia were elected as directors for the next year and until their successors are qualified and elected. In addition, the selection of the independent registered accounting firm to act as auditors for the fiscal year ending August 31, 2008 was ratified.  The votes were cast as follows:

	FOR	AGAINST	WITHHOLD FOR DIRECTOR	ABSTENTIONS	BROKER NON-VOTE
MORSE	21,908,509	0	50,891	0	0
SCALISI	21,908,509	0	50,891	0	0
MEJIA	21,908,509	0	50,891	0	0
COMISKEY AND COMPANY	21,921,709	0	0	0	0

ITEM 5.OTHER INFORMATION

(a)            We have entered into the following contracts with independent service providers during our second fiscal quarter of 2008:

Ÿ Consulting Agreement, dated December 10, 2007, with Brooks Secrest for the analysis and evaluation of shipping and kitting needs of PocketFinder® products.  The agreement remains in effect until the assigned tasks are completed, but in any event no longer than three years.  The contractor is entitles to payments totaling $200,000 payable in two increments with the final payment in March 2008.

Ÿ   Consulting and Sales Representative Agreement, dated January 2, 2008, with WhizBiz, LLC, to act as the Company’s consultant and sales representative.  The agreement expires December 31, 2008, and shall automatically renew from year to year until terminated by either party.  The consultant will be compensated for certain product sales and is entitled to earn up to 200,000warrants to purchase shares of our common stock upon reaching certain benchmarks.  Shares issued to consultant will be issued in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933.  Such shares will be “restricted” securities as defined in SEC Rule 144.

Ÿ   Consulting Agreement, dated January 2, 2008, with Tina Florance, CPA, for services to serve as the Company’s Controller.  The agreement remains in effect until the assigned tasks are completed, but in any event no longer than three years.  Ms. Florance receives an hourly amount for her services and is entitled to earn up to 20,000 warrants to purchase shares of our common stock upon reaching certain benchmarks.  Shares issued to Ms. Florance will be issued in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933.  Such shares will be “restricted” securities as defined in SEC Rule 144.

Ÿ   A series of professional services agreements, dated February 27, 2008,  was entered into with NXP Software B.V., a company incorporated under the laws of the Netherlands (“NXP”) wherein NXP agreed to (i) license to the Company software capable of processing GPS satellite signals to provide location positioning information; (ii) provide a technology platform utilizing that software on which the Company can build its PocketFinder® products; and (iii) provide the Internet based services required for the PocketFinder® products to perform GPS location processing using NXP’s software technology.  The agreements include a Framework Agreement (a form of master agreement), a Technology License and Distribution Agreement, a Platform Development Agreement, and an Assistance Services Agreement. The agreements have three year terms, extendable for one additional year, and have standard termination provisions.  They are not assignable by the Company without NXP’s consent.  The Company will not be charged a license fee for the technology but will pay negotiated fees for NXP’s work in development the technology platform and NXP’s service assistance.

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(b)           We have no procedure in place for shareholders to nominate persons to serve on our Board of Directors other than nominations for the position of director will be accepted from the floor as long as the person nominated has given written consent to his/her nomination and has agreed to serve if elected.

ITEM 6. EXHIBITS

Exhibit No.*	DocumentDescription
3.1	Articles of Incorporation of Springbank Resources, Inc. (now known as Location Based Technologies, Inc.) (3)
3.2	Amended and Restated By-Laws of Location Based Technologies, Inc. (3)
4.1	Form of Convertible Note (convertible at the option of the company) issued by PocketFinder, LLC, a company the liabilities of which were assumed by the registrant ($3,175,000 represented by six of such notes, were issued) (3)
4.2	Form of Convertible Note (convertible at the option of the noteholder) issued by PocketFinder, LLC, a company the liabilities of which were assumed by the registrant ($2,067,000 represented by 26 of such notes, were issued) (3)
10.1	Executive Employment Agreement, dated October 11, 2007, between New LBT and David Morse (3)
10.2	Executive Employment Agreement, dated October 11, 2007, between New LBT and Joseph Scalisi (3)
10.3	Executive Employment Agreement, dated October 11, 2007, between New LBT and Desiree Mejia (3)
10.4	Stock Option Award Agreement between Location Based Technologies, Corp. and David Morse, dated August 30, 2007 (obligation assumed by New LBT)(3)
10.5	Stock Option Award Agreement between Location Based Technologies, Corp. and Joseph Scalisi, dated August 30, 2007 (obligation assumed by New LBT) (3)
10.6	Stock Option Award Agreement between Location Based Technologies, Corp. and Desiree Mejia, dated August 30, 2007 (obligation assumed by New LBT)(3)
10.7	Series A Warrant, dated August 15, 2007, in favor of Northstar Investments, Inc., issued by Location Based Technologies, Corp. (obligation assumed by New LBT) (3)
10.8	Series B Warrant dated August 15, 2007, in favor of Northstar Investments, Inc. (obligation assumed by New LBT) (3)
10.9	Finders Fee Agreement, dated March 9, 2007, between Northstar Investments, Inc. and PocketFinder, LLC (obligation assumed by New LBT) (3)
10.10	Consulting Agreement, dated July 16, 2007, between Northstar Investments, Inc. and PocketFinder, LLC (obligation assumed by New LBT) (3)
10.11	2007 Stock Incentive Plan of Location Based Technologies, Corp., adopted September 10, 2007 (obligation assumed by New LBT) (3)
10.12	Product Design Agreement, dated May 1, 2007, between Location Based Technologies and Aero Technology UK, Ltd. (obligation assumed by New LBT) (3)
10.13	PocketFinder Branding and Website – Control Agreement, dated September 20, 2006, between Coregenic LLC and PocketFinder, LLC (obligation assumed by New LBT(3)
10.14	Coregenic Professional Services Contract, dated September 27, 2006, between Coregenic LLC and PocketFinder, LLC (obligation assumed by New LBT) (3)
10.15	Consulting Agreement, dated October 3, between Location Based Technologies and Michael Beydler (obligation assumed by New LBT) (3)
10.16	Consulting Agreement, dated July 10, 2006, between Location Based Technologies and Roger Anderson (obligation assumed by New LBT) (3)
10.17	Loan Promissory Note in the amount of $900,000, dated November 28, 2005, with PocketFinder, Inc. as maker and David Morse as payee, secured by the intellectual property of maker (obligation assumed by New LBT) (3)

10.18   M2M Telecommunications Services Agreement (portions of Attachment D to this Exhibit 99.1 have been omitted pursuant to a request for confidential treatment which has been filed with the Commission) (4)

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10.19	Consulting Agreement, dated December 10, 2007, with Brooks Secrest.
10.20	Consulting and Sales Representative Agreement, dated January 2, 2008, with WhizBiz, LLC, to act as the Company’s consultant and sales representative.
10.21	Consulting Agreement, dated January 2, 2008, with Tina Florance, CPA, for services to serve as the Company’s Controller.
10.22	Framework Agreement between the company and NXP Software, B.V. (“NXP”), dated February 27, 2008. (4)
10.23	Technology License and Distribution Agreement between the company and NXP, dated February 27, 2008. (7)
10.24	Platform Development Agreement between the company and NXP, dated February 27, 2008. (8)
10.25	Assistance Services Agreement between the company and NXP, dated February 27, 2008. (9)
10.26	Commercial Lease Agreement between Cinvest LLC and the Company, commencing January 1, 2008 and ending December 31,2009, for the offices occupied by the Company in Anaheim, CA.
31.1	Sarbanes Oxley Act Section 302 Certification of Chief Executive Officer
31.2	Sarbanes Oxley Act Section 302 Certification of Principal Financial Officer
32	Sarbanes Oxley Act Section 906 Certification of Chief Executive Officer and Principal Financial Officer
99.1	Code of Ethics (5)

(1) Filed as Exhibit 3.(I) to registrant’s registration statement on Form SB-2 filed with the SEC December 15, 2006 (Commission File No. 333-139395) (the “SRI SB-2”) and incorporated herein by this reference.

(2) Filed as Exhibit 3.2 to registrant's Current Report on Form 8-K filed with the SEC on January 4, 2008 ("01/04/08 8-K") and incorporated herein by this reference.

(3) Filed as like-numbered exhibits to the registrant’s Current Report on Form 8-K filed with the SEC on October 12, 2007 (the “October 12, 2007 8-K”) and incorporated herein by this reference.

(4) Filed as Exhibit 99.1 to registrant’s Current Report on Form 8-K filed with the SEC on December 5, 2007 and incorporated herein by this reference.

(5) Filed as Exhibits 14.1 and 14.2 to the 01/04/08 8-K and incorporated herein by this reference.

(6) Filed as Exhibit 10.1 to registrant’s Current Report on Form 8-K filed with the SEC on February 29, 2008 (“February 29, 2008 8-K”) and incorporated herein by this reference.

(7) Filed as Exhibit 10.2 to registrant’s February 29, 2008 8-K and incorporated herein by this reference.

(8) Filed as Exhibit 10.3 to registrant’s February 29, 2008 8-K and incorporated herein by this reference.

(9) Filed as Exhibit 10.4 to registrant’s February 29, 2008 8-K and incorporated herein by this reference.

* Exhibit numbers follow the numbering pattern for exhibits set forth in Item 601 of Regulation S-B

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Issuer has duly caused this Quarterly Report on Form 10-QSB to be signed on its behalf by the undersigned, thereunto duly authorized.

	LOCATION BASED TECHNOLOGIES, INC.
Dated:  April 10, 2008	By:	/s/ David M. Morse
		David M. Morse Co-President and Chief Executive Officer

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EX-10.19

EXHIBIT 10.19

CONSULTING AGREEMENT

This Consulting Agreement ("Agreement"), is entered into as of December 10th, 2007 (the "Effective Date") by and between Location Based Technologies, a Nevada Corporationand Brooks Secrest or company to be formed by him ("Consultant").

W I T N E S S E T H:

WHEREAS, Company is a technology and telecommunications company that has designed and patented wireless communications products and systems combining advanced wireless location based services technology to provide features of  utilizing a proprietary software system; and

WHEREAS, Company wishes to assure itself of the services of Consultant for the period and upon the terms and conditions provided in this Agreement; and

WHEREAS, Consultant is willing to serve and to provide consulting to the Company on a project basis for said period and upon the terms and conditions provided in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1.       Period

a.Term.  Subject to the terms and conditions of this Agreement, Company hereby agrees to use Consultant for the analysis and evaluation of shipping and kitting needs of PocketFinder products. The capacity as set forth herein, commencing on the Effective Date and continuing in full force and effect until such time as the execution of each Task is completed, but in no event longer than three (3) years from the Effective Date (the "Consultancy Term").

b.Duties and Responsibilities.  During the Term, Consultant agrees to devote his reasonable working time and attention to the project and tasks faithfully and efficiently perform all reasonable responsibilities and duties to the best of his skill and abilities, in a competent and professional manner.

c.Services.  During the Term, Consultant further agrees not to engage in any business or perform any services that are competitive with the business of or services provided by Company or that may be deemed to constitute a conflict of interest.  Notwithstanding anything to the contrary contained in this Section 1(c), Consultant shall not be prohibited from (i) rendering services to relatives, charitable or community organizations; (ii) managing her personal investments in such manner as to not interfere with the performance of her duties hereunder; or (iii) owning no more than five percent (5%) of the equity securities of a corporation or other entity, so long as (A) such services or activities are not rendered to any business which is competitive with the business of Company, and (B) such services or activities do not in any way interfere with the performance of Consultant's duties and responsibilities hereunder.

2.       Compensation.  During the Term, Consultant shall be entitled to the compensation listed below.

d.Payment.  Total review for Kitting, Shipping and Handling of the PocketFinder devices will be $200,000.  The first payment of One Hundred Thousand Dollars ($100,000) is due upon acceptance of this agreement.  The second payment of One Hundred Thousand Dollars ($100,000) is due March 31, 2008.  All compensation shall be nonforfeitable.

Resignation.  Consultant may resign his current position with Company and thereby terminate his agreement, by giving thirty (30) days notice in writing.

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Termination of Consulting.  Company may Terminate Consulting at any time during the Agreement by giving consultant thirty (30) days notice in writing.  Upon Termination, Company is obligated to pay any and all outstanding invoices.

3.       Confidential Information.

a. Company Information.  Consultant acknowledges that during the course of employment, Consultant will have access to information about Company and that Consultant's employment with Company shall bring Consultant into close contact with proprietary information of Company.  In recognition of the foregoing, Consultant agrees at all times during and following Consultant's employment with Company, to hold in confidence, and not to use, except for the benefit of Company, or to intentionally disclose to any person, firm, corporation or other entity without written authorization of Company, any "Confidential Information" of Company which Consultant obtains or creates.  Consultant understands that "Confidential Information" means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, suppliers, customer lists, prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, formulas, technology, designs, drawing, engineering, hardware configuration information, marketing, licenses, finances, budgets or other business information disclosed to Consultant by Company in writing or by drawings of parts or equipment, or created by Consultant during the period of Consultant 's term during working hours.  Consultant understands that "Confidential Information" includes information pertaining to any aspects of Company's business which is either information not known by actual or potential competitors of Company or is proprietary information of Company or its customers or suppliers, whether of a technical nature or otherwise.  Consultant further understand that Confidential Information does not include any of the foregoing items which have become publicly known and made generally available through no wrongful act of Consultant.

b. Third Party Information. Consultant recognizes that Company has received and in the future will receive confidential or proprietary information from third parties subject to a duty on Company's part to maintain the confidentiality of such information and to use such information only for certain limited purposes.  Consultant agrees to hold all such confidential or proprietary information in confidence and not to intentionally disclose it to any person, firm or corporation or to use it except as necessary in carrying out my work for Company consistent with Company's agreement with such third party.

4.       Inventions.

a. Inventions Retained and Licensed.  Consultant represents and warrants to Company that there are no inventions, original works of authorship or trade secrets which were made by Consultant prior to the commencement of his employment with the Company (collectively, "Prior Invention(s)"), which belong solely to Consultant or belong to Consultant jointly with another, which relate in any way to any of Company's proposed businesses, products or research and development, and which are not assigned to Company hereunder.  If, in the course of the Employment Period, Consultant incorporates into a Company product, process or machine a Prior Invention owned by Consultant or in which Consultant has an interest, Company is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, sell and otherwise distribute such Prior Invention as part of or in connection with such Company product, process or machine.

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b. Assignment of Inventions.  Consultant agrees that Consultant will promptly make full written disclosure to Company, will hold in trust for the sole right and benefit of Company, and hereby assign to Company, or its designee, all my right, title and interest throughout the world in and to any and all inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registerable under copyright or similar laws, which Consultant may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice during the Employment Period that (i) relate at the time of conception or development to the actual or demonstrably proposed business or research and development activities of Company; (ii) result from or relate to any work performed for Company during normal business hours; and (iii) are developed through the use of Confidential Information (collectively, "Inventions").  Consultant further acknowledges that all Inventions, which are made by Consultant (solely or jointly with others) within the scope of and during the period of Consultant’s employment with Company, are "works made for hire" (to the greatest extent permitted by applicable law) and are compensated by the Base Salary, unless regulated otherwise by law.

 c. Inventions on Consultant's Own Time.  The provisions of Section 7(a) and 7(b) above do not apply to any invention which qualifies fully under the provisions of California Labor Code §2870, which provides as follows:

    § 2870 - - Invention on Own time - Exemption from Agreement

(1).  Any provision in an employment agreement which provides that an Consultant shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the Consultant developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either (i) relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or (ii) result from any work performed by the Consultant for the employer.

(2).  To the extent a provision in an employment agreement purports to require an Consultant to assign an invention otherwise excluded from being required to be assigned under subdivision (a) of Section 2870, the provision is against the public policy of this state and is unenforceable.

d. Patent and Copyright Rights.  Consultant agrees to assist Company, or its designee, at Company's expense, in every reasonable way to secure Company's rights in the Inventions and any copyrights, patents, trademarks, mask work rights, moral rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which are necessary in order to apply for, obtain, maintain and transfer such rights and in order to assign and convey to Company, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights, or other intellectual property rights relating thereto.

5.       Return of Company Documents.  Consultant agrees that, at the time of termination of consulting with Company for any reason, Consultant will deliver to Company (and will not keep in my possession, recreate or deliver to anyone else) any and all Confidential Information and all other documents, materials, information or property belonging to Company, its successors or assigns. Consultant further agrees that any property situated on Company's premises and owned by Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice.

6.       Injunctive Relief.  Consultant expressly acknowledge that any breach or threatened breach of any of the terms and/or conditions set forth in Sections 6 and 7 of this Agreement will result in substantial, continuing and irreparable injury to Company.  Therefore, Consultant hereby agrees that, in addition to any other remedy that may be available to Company, Company shall be entitled to injunctive relief, specific performance or other equitable relief by a court of appropriate jurisdiction in the event of any breach of threatened breach of the terms of this Agreement.

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7.       Miscellaneous.

e.Governing Law. This Agreement is deemed to be entered into and performed in Orange County, California.  Except as otherwise explicitly noted, this Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to the conflict of law rules of California.  The parties hereby submit to the exclusive jurisdiction of the state of California in connection with any dispute arising from or related to this Agreement, and Los Angeles County shall be the sole venue therefore.

f.Modifications and Amendments.  This Agreement may be modified or amended only by a written instrument executed by the parties hereto and approved in writing by a duly authorized officer of Company, no modification or amendment shall be effective absent such approval.

g.Independence and Severability.  Each of the rights enumerated above shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to Company at law or in equity.  If any of the covenants contained herein or any part of any of them is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions.  If any of the covenants contained herein are held to be invalid or unenforceable because of the duration of such provision or the area or scope covered thereby, Consultant agrees that the court or arbitrator making such determination shall have the power to reduce the duration, scope and/or area of such provision and in its reduced form said provision shall then be enforceable.

h.Notice.  For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given as of the date if delivered in person or by telecopy, on the next business day, if sent by a nationally recognized overnight courier service, and on the second business day if mailed by registered mail, return receipt requested, postage prepaid, and if addressed to the Company then at its principal place of business, or if addressed to Consultant, then his last known address on file with the Company.

i.Waiver.  The observation or performance of any condition or obligation imposed upon Consultant hereunder may be waived only upon the written consent of Company.  Such waiver shall be limited to the terms thereof and shall not constitute a waiver of any other condition or obligation of Consultant under this Agreement.

j.Assignment.  This Agreement is personal to Consultant and shall not be assigned by his. Company may assign its rights hereunder to (a) any corporation or other legal entity resulting from any merger, consolidation or other reorganization to which Company is a party or (b) any corporation, partnership, association or other legal entity or person to which Company may transfer all or substantially all of the assets and business of Company existing at such time.  All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

k.Headings.  The headings have been inserted for convenience only and are not to be considered when construing the provisions of this Agreement.

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l. Counterparts.  This Agreement may be executed in one or more counterparts and transmitted by facsimile, a copy of which shall constitute an original and each of which, when taken together, shall constitute one and the same agreement.

m. Survival of Provisions.  Notwithstanding anything to the contrary in this Agreement, Sections 3, 4, 5, 6, and 7 of this Agreement shall survive the termination of this Agreement for the period of time so specified or implied in such Sections, respectively.

n. Arbitration.  Any controversy, dispute or claim of any nature whatsoever involving Company and Consultant or Consultant's spouse or family, including without limitation any claims arising out of, in connection with, or in relation to this Agreement or Consultant's employment with Company, any claims of unlawful discrimination, sexual harassment or wrongful termination, and any issues of arbitrability of any such disputes, will be resolved by final and binding arbitration before the American Arbitration Association in Los Angeles, California, in accordance with its employee arbitration rules.

o. Entire Agreement.  This Agreement constitutes the entire understanding between the parties hereto in respect of the employment of Consultant by Company, superseding all negotiations, prior discussions, prior written, implied and oral agreements, preliminary agreements and understandings with Company or any of its officers, employees or agents.

 IN WITNESS WHEREOF, this six (6) page Agreement is executed and agreed to as of December 10th, 2007.

CONSULTANT

By:	/s/ Brooks Secrest
	Brooks Secrest

Location Based Technologies Inc.

By:	/s/ David Morse
	David Morse – Chief Executive Officer

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EX-10.20

EXHIBIT 10.20

CONSULTING AND REPRESENTATION AGREEMENT

BETWEEN

WHIZBIZ, LLC

AND

LOCATION BASED TECHNOLOGIES INC.

This AGREEMENT made by and between J. Emilio Gayoso dba WhizBiz LLC (hereinafter referred to as “WhizBiz”), with its principal office located at: 12 Meridian, Dove Canyon CA 92679 and Location Based Technologies Inc (a Nevada corporation and hereinafter referred to as “Company”), with its principal office located at 4989 E. La Palma Ave., Anaheim CA 92807

WHEREAS, Company desires to retain Whizbiz, and Whizbiz desires to be retained as Company’s consultant and sales representative for the products and territories identified below, all on the terms and conditions set forth in this agreement,

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, each of the parties hereto intending to be legally bound, it is agreed as follows:

1. DEFINITIONS

A. “Products” shall mean the products currently manufactured and/or distributed by Company as indicated on Exhibit A of this Agreement.

B. “Territory” shall mean defined accounts and/or classes of trade within a geographical area as set forth in Exhibit B of this Agreement.

C. “Customer” shall mean any accounts/entities covered by Territory as set forth in Exhibit B of this agreement.

D. “House Accounts” shall mean those accounts in the Territory for which sales are non-commissionable.  Customers designated by Company as House Accounts are listed in Exhibit D of this agreement and may be added to or modified from time to time by Company at it’s sole discretion.  In the event that an original Whizbiz customer of Company’s products is designated as a “House Account”, commissions for all such customers is payable to Whizbiz for six (6) months following the “House Account” designation.

E. “Net Invoice Price” shall mean the total price at which an order is invoiced to the customer prior to any discount offered by Company in compensation for early payment.  Excluded from the net invoice price are all shipping and mailing costs, duties, taxes, and insurance, and related adjustments granted to the customer by Company as shown on the face of the invoice.

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2.  APPOINTMENT AND AUTHORITY OF WHIZBIZ

A. Subject to the terms and conditions of this Agreement, Company appoints Whizbiz as its exclusive selling agent for the Products to OEM/ODM, VARs, System Integrators, and Distributors (with the potential exception of BDI/Laguna and GE Thompson) in the Territory, and Whizbiz accepts the appointment and agrees to sell and promote the sale of the products.  There is a non-exclusive arrangement for direct sales of product to Resellers by Ackrich and Associates International Marketing, Inc.

B. For sales to any Customer within the Territory, Company shall pay to Whizbiz a commission in accordance with terms outlined in Exhibit C below.

C. Whizbiz shall neither advertise the Products outside the Territory nor solicit orders from outside the Territory without the prior written consent of Company.

D. The relationship of Company and Whizbiz established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint ventures, co-owners or otherwise as participant in a joint undertaking, or (iii) allow Whizbiz to create or assume any obligation on behalf of Company for any purpose whatsoever.  All financial and other obligations associated with Whizbiz’s business are the sole responsibility of Whizbiz.

3. COMPENSATION

A. As full payment for any and all services rendered by Whizbiz and in consideration of the effort of Whizbiz and all of the expenses incurred by Whizbiz, Company agrees to pay to Whizbiz, and Whizbiz agrees to accept, a monthly retainer fee and commissions on sales of the Products which shall be calculated as set forth in Exhibit C.

B. The commission shall apply to all orders, subject to terms as specified in Exhibit C, from all Customers in the Territory, with the exceptions noted in 2A above, that have been accepted by Company, whether or not such orders were originally solicited by Whizbiz.

C. In no case will any compensation paid to Company employees be deducted from commissions due Whizbiz.

D. Monthly retainer and commissions will be paid on or before the 15th day of each month during the term of this agreement. Commissions not paid within the agreed payment terms will be subject to finance charges.  Annual Interest Rate: 18% or 1.5% per month on balance due.  Bonuses will be listed in Attachment A.

E. Company shall have the absolute right to chargeback commissions on all shipments not paid by an authorized Customer over ninety (90) days past the invoice date, provided Company re-credits Whizbiz for the appropriate commission applied to actual partial or full payments, less fees incurred in the process of collecting the payments, subsequently received from the authorized Customer.

F. Company reserves the right to chargeback (debit) the full amount of paid commissions on products returned by customer to Company for credit.

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G. Payment of commissions shall be in United States dollars and shall be subject to all applicable governmental regulations and rulings, including the withholding of any taxes required by law.

H. Company shall submit to Whizbiz monthly statements of the commissions due and payable to Whizbiz under the terms of this Agreement, with reference to the specific accounts on which the commissions are being paid.  Company will submit or cause authorized two-tier distributors to submit, at No Charge to Whizbiz, an electronic report including all sales made in the previous month by named customer bill to, including separate ship to locations and zip codes.

4. SALE OF THE PRODUCTS

A. All sales shall be at prices and upon terms established by Company and Company shall have the right to establish, change, alter, or amend prices and other terms and conditions of sale in its sole discretion.  Whizbiz shall not accept orders in Company’s name, make price quotations or delivery promises without Company’s prior approval.

B. All orders obtained by Whizbiz shall be subject to acceptance by Company at its principal office currently located at the address listed for Company at the beginning of this Agreement, and all quotations by Whizbiz shall contain a statement to that effect.  Whizbiz shall have no authority to make any acceptance/delivery commitments to any customers.  Company shall send copies to Whizbiz of any written acceptances on commissionable orders.

C. Company shall have the sole right of credit approval or credit refusal for customers in all cases.

D. Company shall render all invoices directly to the customers. Invoice payments shall be made directly to Company by customers.

E. It is expressly understood by Whizbiz that full responsibility for all collection rests with Company.

F. Company shall furnish Whizbiz, at no expense to Whizbiz, samples, catalogs, literature and any other material necessary for the proper promotion and sales of its products in the territory.

G. Whenever Whizbiz, at Company’s request, takes possession of Company’s products for the purpose of delivering such products to customers or for any other purpose, the risk of loss or damage to or destruction of such products shall be borne by Company, and Company shall indemnify and hold Whizbiz harmless against any claims, debts, liabilities or causes of action resulting from any such loss, damage or destruction.

5. PRODUCT WARRANTY AND PRODUCT AVAILABILITY

A. Any warranty for the Products shall run directly from Company to the customer, and pursuant to the warranty the customer shall return any allegedly defective Products to Company or designated depot.  Whizbiz shall have no authority or responsibility to accept any returned Products.

B. Under no circumstances shall Company be responsible to Whizbiz or any other party for its failure to fill accepted orders, or for its delay in filling accepted orders, when such failure or delay is due to any cause beyond Company’s reasonable control.

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6. WHIZBIZ’S RELATIONSHIP AND CONDUCT OF BUSINESS

A. Whizbiz will conduct all of its business in its own name and in such manner as it may see fit.  Whizbiz will pay all expenses of its office, activities and domestic travel within the contiguous United States and be responsible for the acts and expenses of its employees.  It will be Company’s responsibility to provide resellers with more extensive technical training seminars, technical written support materials, and a reseller technical support hot line to explain to customer’s sales staff differences between Company products and competitive products.  Company agrees to train and educate Whizbiz’s customer service personnel to the extent of Company’s abilities.

B. Whizbiz shall not, without Company’s prior written approval, alter, enlarge, or limit orders, make representations or guarantees concerning Company’s products or accept the return of, or make any allowance for such products.

C. Whizbiz agrees that, during the term of this Agreement, it will not promote or offer to sell any goods which are competitive with or substantially similar to the Products listed in Exhibit A unless agreed upon beforehand, in writing, by both parties.

7. USE OF TRADEMARKS AND TRADENAMES

A. Whizbiz recognizes and concedes for all purposes that all trademarks, trade names, or identifying slogans affixed to Company’s products or any accompanying labels, containers, and cartons, whether or not registered, constitute the exclusive property of Company and cannot be used except in connection with promoting and selling Company products.  During the term of this agreement, Whizbiz is authorized by Company to use Company’s trademarks and logo in connection with Whizbiz’s promotion of Company products and public relations announcements, provided that Whizbiz’s use of such trademarks and logo shall be in accordance with Company’s policies from time to time communicated to Whizbiz.  Whizbiz shall have no interest in such trademarks or logo except as herein expressly provided, and Whizbiz’s use of such trademark and logo shall cease immediately upon termination or expiration of this Agreement.

8. INDEMNIFICATIONS

A. Company shall be solely responsible for the design, development, supply, production, and performance of its products and the protection of its tradenames.  Company agrees to indemnify and hold Whizbiz harmless against and to pay all losses, costs, damages and expenses whatsoever, including reasonable attorney fees, which Whizbiz may sustain or incur on account of infringement or alleged infringement of patents, trademarks, or tradenames, resulting from the sale of Company’s products, or arising on account of warranty claims or product liability matters.  Whizbiz will promptly deliver to Company any notices or papers served upon it in any proceeding covered by this indemnity, and Company will defend same at its expense.  Whizbiz shall, however, have the right to participate in the defense at its own expense.

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B. Whizbiz shall be solely responsible for, and shall indemnify and hold Company free and harmless from, any and all claims, damages or lawsuits (including Company’s attorney’s fees) arising out of the acts of Whizbiz, its employees or its agents.  Company will promptly deliver to Whizbiz any papers served upon it in any proceeding covered by this indemnity, and Whizbiz will defend same at its expense.  Company shall, however, have the right to participate in the defense at its own expense.

9. TERMS OF AGREEMENT AND TERMINATION

A. This agreement shall be effective on the day January 1, 2008, and shall continue until December 31, 2008.  It shall automatically be renewed from year to year thereafter unless terminated by either party upon ninety (60) days written notice to the other by registered or certified mail prior to the end of the initial term of this Agreement, or any renewal term.

B. Termination for Convenience: This agreement may be terminated by either party for any reason at any time by giving the other party written notice ninety (60) days in advance.  After the first year of service, if Company terminates Whizbiz under this clause Whizbiz will be entitled to a termination settlement of three (3) month's compensation beyond the 60 day period (based on the average monthly commission of the twelve full months prior to the termination notice plus any applicable retainer fees.

C. Termination for Cause: If either party defaults in the performance of any provision of this Agreement, then the non-defaulting party may give written notice to the defaulting party that if the default is not cured within thirty (30) days, the Agreement will be terminated.  If the default is not cured, the Agreement shall automatically terminate at the end of that period.

D. Termination of Insolvency: This Agreement shall terminate, without notice, (a) upon the institution by or against either party for insolvency, receivership or bankruptcy proceedings, (b) upon Whizbiz making an assignment for the benefit of creditors, or (c) upon Whizbiz dissolution.

E. Sale of company’s business: In the event Company sells or otherwise disposes of its stock or assets, or merges or reorganizes Company in a manner which affects the production or sale of the Products being promoted and sold by Whizbiz, or in the event Company changes the legal structure of its business entity, Company shall pay Whizbiz commissions for all orders booked through the end of the notice period as provided in this Agreement, regardless of whether or when shipped by Company or its successor or acquirer.

10. RIGHTS UPON TERMINATION

Upontermination of this agreement for any reason, Whizbiz shall be entitled to:

A. Commissions on all orders calling for shipment into Whizbiz’s territory which are dated or communicated to Company prior to the effective date of termination, regardless of when such orders are shipped.

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B. Any partial termination of territory or products will be subject to the same terms and conditions as if the entire agreement were terminated.

11. GENERAL

This Agreement constitutes the entire understanding of the parties; shall supersede any other oral or written agreements; and shall be binding upon and inure to the benefit of the parties’ successors and assigns.  It may not be modified in any way without the written consent of both parties.  Whizbiz shall not have the right to assign this agreement in whole or in part without Company’s written consent.

12. CHOICE OF LAWS

This Agreement shall be interpreted according to the laws of the State of California.

13. DISPUTES AND ARBITRATION

All disputes arising under this Agreement may be brought in Circuit Court of the State of California or the Federal District Court of California as permitted by law.  These Courts shall together have non-exclusive jurisdiction over disputes under this Agreement.

Location Based Technologies Inc.	Whizbiz LLC
/s/ David M. Morse	/s/ Jommy Gayoso
David M. Morse	Jommy Gayoso
Chief Executive Officer	Managing Member
January 2, 2008	January 2, 2008

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EXHIBIT A

PRODUCTS

The term “Products” as used in this Agreement shall mean the following:

The “Pocketfinder” family of products, services and derivatives

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EXHIBIT B

TERRITORY

Value-Added Resellers, System Integrators, OEM/ODM Accounts and Distributors within the United States of America with the exception of those specifically excluded in paragraph 2A of this document.

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EXHIBIT C

COMPENSATION

Value –Added Resellers, System Integrators, OEM/ODM and Distributors

Whizbiz shall be entitled to receive commissions equal to five (5) percent of net sales on all Products sold to Value –Added Resellers, System Integrators and Distributors in the Territory, excluding sales made to House Accounts. Commissions shall be paid when the Product is shipped and invoiced by Company.

Retainer

Company agrees to pay a baseline sales retainer of $10,000 per month for a maximum of 8 months or until average monthly commissions due Whizbiz equal or exceed $15,000 per month. The sales retainer amount is automatically due and payable on the 15th of each month during the term of this contract.  Company will provide all reasonable travel expenses until such time as commissions allow for Whizbiz to reimburse accrued travel expenses.

Bonuses

From time to time during the term of this agreement, Company may provide bonuses to Whizbiz for sales of Products to designated accounts or for achieving predetermined sales targets by class of trade.  When Whizbiz earns such bonuses, bonuses will be paid at the time of payment of usual commissions for the products sold.  See attachment A for Bonus information.

Location Based Technologies Inc.	Whizbiz LLC
/s/ David M. Morse	/s/ Jommy Gayoso
David M. Morse	Jommy Gayoso
Chief Executive Officer	Managing Member
January 2, 2008	January 2, 2008

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ATTACHMENT A

Bonuses

Bonus payments as of January, 2008 shall consist of but not be limited to the following:

·   50,000 warrants upon sales of 100,000 units which must be achieved within 6 months of FCC approved devices. Warrants priced at FMV as of the date of signing this contract.  Must be exercised within 5 years of the award date.  

·   An additional 50,000 warrants upon sales of a total of 250,000 units achieved within 1 year of FCC approved devices and priced at FMV of the date of signing the original contract.  Must be exercised within 5 years of the award date.  

·   Additional 100,000 warrants upon sales of 1,000,000 units achieved within 2 years of FCC approved devices and priced at FMV of the date of signing the original contract.  Must be exercised within 5 years of the award date.  

·   Should the company be acquired prior to the 2 years or prior to achieving 1,000,000 unit sales then the additional 100,000 warrants will be granted on at least a pro rata basis.

NOTE: FMV for LBAS as of January 2, 2008 was $4.82/share.

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EX-10.21

EXHIBIT 10.21

CONSULTING AGREEMENT

This Consulting Agreement ("Agreement"), is entered into as of January 2, 2008 (the "Effective Date") by and between Location Based Technologies, Inc (a Nevada corporation)., and Tina Florance ("Consultant").

W I T N E S S E T H:

WHEREAS, Company is a technology and telecommunications company that has designed and patented wireless communications products and systems combining advanced wireless location based services technology to provide features of  utilizing a proprietary software system; and

WHEREAS, Company wishes to assure itself of the services of Consultant for the period and upon the terms and conditions provided in this Agreement; and

WHEREAS, Consultant is willing to serve and to provide consulting to the Company on a project basis for said period and upon the terms and conditions provided in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1.           Period

a.           Term.  Subject to the terms and conditions of this Agreement, Company hereby agrees to use Consultant for maintaining the accounting office. The capacity as set forth herein, commencing on the Effective Date and continuing in full force and effect until such time as the execution of each Task is completed, but in no event longer than three (3) years from the Effective Date (the "Consultancy Term").

b.           Duties and Responsibilities.  During the Term, Consultant agrees to devote her working time and attention to the project and tasks faithfully and efficiently perform all reasonable responsibilities and duties to the best of her skills and abilities, in a competent and professional manner.

c.           Services.  During the Term, Consultant further agrees not to engage in any business or perform any services that are competitive with the business of or services provided by Company or that may be deemed to constitute a conflict of interest.  Notwithstanding anything to the contrary contained in  Section 1(c), Consultant shall not be prohibited from (i) rendering services to relatives, charitable or community organizations; (ii) managing her personal investments in such manner as to not interfere with the performance of her duties hereunder; or (iii) owning no more than five percent (5%) of the equity securities of a corporation or other entity, so long as (A) such services or activities are not rendered to any business which is competitive with the business of Company, and (B) such services or activities do not in any way interfere with the performance of Consultant's duties and responsibilities hereunder.

2.           Compensation.  During the Term, Consultant shall be entitled to the compensation package and benefits provided below.

a.           Base Consulting   During the Consulting Term, in full consideration for the services to be rendered by Consultant, Consultant shall compensation for worked performed on an hourly basis set at $125.00 per hour. The Consultant will invoice the Company on a monthly basis.  At any time,

b.           Options for Performance.  Consultant shall participate in the Stock Incentive Plan of the Company based on Performance as follows:

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NUMBER	VESTING
5,000 options	Issued to Tina Florance upon successful close of FY 2008.  Warrants are to be priced at FMV as of date of signing.  These warrants must be exercised within five (5) years of the award date.
5,000 options	Issued to Tina Florance upon successful close of FY 2009.  Warrants are to be priced at FMV as of date of signing.  These warrants must be exercised within five (5) years of the award date.
10,000 options	Issued to Tina Florance upon 1,000,000 units of FCC approved devices. Warrants are to be priced at FMV as of date of signing.  These warrants must be exercised within five (5) years of the award date.

*Should the Company be acquired prior to two (2) years or prior to achieving the milestones, the Company shall vest all options immediately.

c.           Resignation.  Consultant may resign her current position with Company and thereby terminate her agreement, by giving thirty (30) days notice in writing.  Upon resignation, Consultant terminates any and all participation in the Options for Performance as described in Section 2. b.

d.           Termination of Consulting.  Company may Terminate Consulting at any time during the Agreement by giving consultant thirty (30) days notice in writing.  Upon Termination, Company is obligated to pay any and all outstanding invoices.

3.           Confidential Information.

a.           Company Information.  Consultant acknowledges that during the course of employment, Consultant will have access to information about Company and that Consultant's employment with Company shall bring Consultant into close contact with proprietary information of Company.  In recognition of the foregoing, Consultant agrees at all times during and following Consultant's employment with Company, to hold in confidence, and not to use, except for the benefit of Company, or to intentionally disclose to any person, firm, corporation or other entity without written authorization of Company, any "Confidential Information" of Company which Consultant obtains or creates.  Consultant understands that "Confidential Information" means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, suppliers, customer lists, prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, formulas, technology, designs, drawing, engineering, hardware configuration information, marketing, licenses, finances, budgets or other business information disclosed to Consultant by Company in writing or by drawings of parts or equipment, or created by Consultant during the period of Consultant 's term during working hours.  Consultant understands that "Confidential Information" includes information pertaining to any aspects of Company's business which is either information not known by actual or potential competitors of Company or is proprietary information of Company or its customers or suppliers, whether of a technical nature or otherwise.  Consultant further understand that Confidential Information does not include any of the foregoing items which have become publicly known and made generally available through no wrongful act of Consultant.

b.           Third Party Information. Consultant recognizes that Company has received and in the future will receive confidential or proprietary information from third parties subject to a duty on Company's part to maintain the confidentiality of such information and to use such information only for certain limited purposes.  Consultant agrees to hold all such confidential or proprietary information in confidence and not to intentionally disclose it to any person, firm or corporation or to use it except as necessary in carrying out my work for Company consistent with Company's agreement with such third party.

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4.           Inventions.

a.           Inventions Retained and Licensed.  Consultant represents and warrants to Company that there are no inventions, original works of authorship, developments, improvements, or trade secrets which were made by Consultant prior to the commencement of her employment with the Company (collectively, "Prior Invention(s)"), which belong solely to Consultant or belong to Consultant jointly with another, which relate in any way to any of Company's proposed businesses, products or research and development, and which are not assigned to Company hereunder.  If, in the course of the Employment Period, Consultant incorporates into a Company product, process or machine a Prior Invention owned by Consultant or in which Consultant has an interest, Company is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, sell and otherwise distribute such Prior Invention as part of or in connection with such Company product, process or machine.

b.           Assignment of Inventions.  Consultant agrees that Consultant will promptly make full written disclosure to Company, will hold in trust for the sole right and benefit of Company, and hereby assign to Company, or its designee, all my right, title and interest throughout the world in and to any and all inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registerable under copyright or similar laws, which Consultant may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice during the Employment Period that (i) relate at the time of conception or development to the actual or demonstrably proposed business or research and development activities of Company; (ii) result from or relate to any work performed for Company during normal business hours; and (iii) are developed through the use of Confidential Information (collectively, "Inventions").  Consultant further acknowledges that all Inventions, which are made by Consultant (solely or jointly with others) within the scope of and during the period of Consultant’s employment with Company, are "works made for hire" (to the greatest extent permitted by applicable law) and are compensated by the Base Salary, unless regulated otherwise by law.

c.           Inventions on Consultant's Own Time.  The provisions of Section 7(a) and 7(b) above do not apply to any invention which qualifies fully under the provisions of California Labor Code §2870, which provides as follows:

§ 2870 - - Invention on Own time - Exemption from Agreement

 (1).  Any provision in an employment agreement which provides that an Consultant shall assign, or offer to assign, any of her or her rights in an invention to his or her employer shall not apply to an invention that the Consultant developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either (i) relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or (ii) result from any work performed by the Consultant for the employer.

(2).  To the extent a provision in an employment agreement purports to require an Consultant to assign an invention otherwise excluded from being required to be assigned under subdivision (a) of Section 2870, the provision is against the public policy of this state and is unenforceable.

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d.           Patent and Copyright Rights.  Consultant agrees to assist Company, or its designee, at Company's expense, in every reasonable way to secure Company's rights in the Inventions and any copyrights, patents, trademarks, mask work rights, moral rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which are necessary in order to apply for, obtain, maintain and transfer such rights and in order to assign and convey to Company, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights, or other intellectual property rights relating thereto.

5.           Return of Company Documents.  Consultant agrees that, at the time of termination of consulting with Company for any reason, Consultant will deliver to Company (and will not keep in my possession, recreate or deliver to anyone else) any and all Confidential Information and all other documents, materials, information or property belonging to Company, its successors or assigns. Consultant further agrees that any property situated on Company's premises and owned by Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice.

6.           Injunctive Relief.  Consultant expressly acknowledge that any breach or threatened breach of any of the terms and/or conditions set forth in Sections 6 and 7 of this Agreement will result in substantial, continuing and irreparable injury to Company.  Therefore, Consultant hereby agrees that, in addition to any other remedy that may be available to Company, Company shall be entitled to injunctive relief, specific performance or other equitable relief by a court of appropriate jurisdiction in the event of any breach of threatened breach of the terms of this Agreement.

7.           Miscellaneous.

a.           Governing Law. This Agreement is deemed to be entered into and performed in Orange County, California.  Except as otherwise explicitly noted, this Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to the conflict of law rules of California.  The parties hereby submit to the exclusive jurisdiction of the state of California in connection with any dispute arising from or related to this Agreement, and Los Angeles County shall be the sole venue therefore.

b.           Modifications and Amendments.  This Agreement may be modified or amended only by a written instrument executed by the parties hereto and approved in writing by a duly authorized officer of Company, no modification or amendment shall be effective absent such approval.

c.           Independence and Severability.  Each of the rights enumerated above shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to Company at law or in equity.  If any of the covenants contained herein or any part of any of them is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions.  If any of the covenants contained herein are held to be invalid or unenforceable because of the duration of such provision or the area or scope covered thereby, Consultant agrees that the court or arbitrator making such determination shall have the power to reduce the duration, scope and/or area of such provision and in its reduced form said provision shall then be enforceable.

d.           Notice.  For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given as of the date if delivered in person or by telecopy, on the next business day, if sent by a nationally recognized overnight courier service, and on the second business day if mailed by registered mail, return receipt requested, postage prepaid, and if addressed to the Company then at its principal place of business, or if addressed to Consultant, then her last known address on file with the Company.

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e.           Waiver.  The observation or performance of any condition or obligation imposed upon Consultant hereunder may be waived only upon the written consent of Company.  Such waiver shall be limited to the terms thereof and shall not constitute a waiver of any other condition or obligation of Consultant under this Agreement.

f.           Assignment.  This Agreement is personal to Consultant and shall not be assigned by her. Company may assign its rights hereunder to (a) any corporation or other legal entity resulting from any merger, consolidation or other reorganization to which Company is a party or (b) any corporation, partnership, association or other legal entity or person to which Company may transfer all or substantially all of the assets and business of Company existing at such time.  All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

g.           Headings.  The headings have been inserted for convenience only and are not to be considered when construing the provisions of this Agreement.

h.           Counterparts.  This Agreement may be executed in one or more counterparts and transmitted by facsimile, a copy of which shall constitute an original and each of which, when taken together, shall constitute one and the same agreement.

i.           Survival of Provisions.  Notwithstanding anything to the contrary in this Agreement, Sections 3, 4, 5, 6, and 7 of this Agreement shall survive the termination of this Agreement for the period of time so specified or implied in such Sections, respectively.

j.           Arbitration.  Any controversy, dispute or claim of any nature whatsoever involving Company and Consultant or Consultant's spouse or family, including without limitation any claims arising out of, in connection with, or in relation to this Agreement or Consultant's employment with Company, any claims of unlawful discrimination, sexual harassment or wrongful termination, and any issues of arbitrability of any such disputes, will be resolved by final and binding arbitration before the American Arbitration Association in Los Angeles, California, in accordance with its employee arbitration rules.

k.           Entire Agreement.  This Agreement constitutes the entire understanding between the parties hereto in respect of the employment of Consultant by Company, superseding all negotiations, prior discussions, prior written, implied and oral agreements, preliminary agreements and understandings with Company or any of its officers, employees or agents.

IN WITNESS WHEREOF, this five (5) page Agreement is executed and agreed to as of January 2, 2008.

CONSULTANT

By: /s/ Tina Florance

Tina Florance

Location Based Technologies, Inc.

By: /s/ David Morse	By: Desiree Mejia
David Morse – Chief Executive Officer	Desiree Mejia – Chief Operating Officer

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EX-10.26

EXHIBIT 10.26

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LANDLORD	TENANT
/s/ Calvin Chang	/s/ David M. Morse
Calvin Chang	David M. Morse
12/21/2007	12/21/2007

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EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13(a)-14(a)/15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David M. Morse, certify that:

1.           I have reviewed this Quarterly Report on Form 10-QSB of Location Based Technologies, Inc. (the “Registrant”);

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.           The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and have:

(a)         Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)         Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)         Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)         Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.           The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)         All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)         Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date:  April 10, 2008	By:	/s/ David M. Morse
		David M. Morse Co-President and Chief Executive Officer

EX-32.1

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13(a)-14(a)/15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Desiree Mejia, certify that:

1.           I have reviewed this Quarterly Report on Form 10-QSB of Location Based Technologies, Inc. (the “Registrant”);

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.           The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and have:

(a)         Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)         Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)         Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)         Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.           The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)         All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)         Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated:  April 10, 2008	By:	/s/ Desiree Mejia
		Desiree Mejia Chief Operating Officer and Principal Financial Officer

EX-32.0

EXHIBIT 32

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, David M. Morse, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Location Based Technologies, Inc. (the “Company”) on Form 10-QSB for the fiscal quarter ended February 29, 2008 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-QSB fairly presents in all material respects the financial condition and results of operations of the Company.

Date:  April 10, 2008	By:	/s/ David M. Morse
		David M. Morse Co-President and Chief Executive Officer

I, Desiree Mejia, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Location Based Technologies, Inc. (the “Company”) on Form 10-QSB for the fiscal quarter ended February 29, 2008 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-QSB fairly presents in all material respects the financial condition and results of operations of the Company.

Date:  April 10, 2008	By:	/s/ Desiree Mejia
		Desiree Mejia Chief Operating Officer and Principal Financial Officer

Signed originals of these written statements required by Section 906 of the Sarbanes-Oxley Act of 2002 have been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

These certifications accompany the Form 10-QSB to which they relate, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of this Form 10-QSB), irrespective of any general incorporation language contained in such filing.