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TMCNet:  LOCATION BASED TECHNOLOGIES, INC. - 10-Q - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

[July 11, 2014]

LOCATION BASED TECHNOLOGIES, INC. - 10-Q - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Edgar Glimpses Via Acquire Media NewsEdge) FORWARD LOOKING STATEMENTS This report contains certain forward-looking statements of our intentions, hopes, beliefs, expectations, strategies, and predictions with respect to future activities or other future events or conditions. These statements are usually identified by the use of words such as "believe," "will," "anticipate," "estimate," "expect," "project," "plan," "intend," "should," "could," or similar expressions. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under Part I, Item 1A. "Risk Factors" and other sections of this report, that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements, express or implied by these forward-looking statements.


Although we believe that the assumptions underlying the forward-looking statements contained in this report are reasonable, any of the assumptions could be inaccurate, and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate.

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this report and any amendments to this report. We will not update these statements unless the securities laws require us to do so. Accordingly, you should not rely on forward-looking statements because they are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results to differ materially from those contemplated by the forward-looking statements.

32 -------------------------------------------------------------------------------- Overview. We were incorporated under the laws of the State of Nevada in April 2006 as Springbank Resources, Inc. ("SRI"). SRI was formed to engage in the exploration and development of oil and gas, and by 2007 had disposed of all of its assets and satisfied its liabilities. In October 2007, SRI acquired all of the outstanding stock of Location Based Technologies, Corp. ("Old LBT"), following which SRI merged Old LBT into itself and, in the process, SRI's name was changed to Location Based Technologies, Inc. Old LBT was incorporated in September 2005 by David Morse, Joseph Scalisi and Desiree Mejia, who became our officers and directors, in order to develop the PocketFinder personal locators.

Our principal executive offices are located at 49 Discovery, Suite 260, Irvine, California 92618, and our telephone number is 888-600-1044.

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." Unless otherwise stated, all references to "we," "us," "our," the "company" and similar designations refer to Location Based Technologies, Inc.

Location Based Technologies®, PocketFinder® and PocketFinder Pets® are registered trademarks, and PocketFinder Network™, PocketFinder People™, PocketFinder Vehicle™, PocketFinder Luggage™, PocketFinder Mobile™, LBT-886™, "Powered by LBT"™ and VehicleFleetFinder™ are trademarks, of the company. With respect to this report, we reserve all rights to the foregoing trademarks regardless of whether they carry the "®" or "™" designation.

Our Business. The company is engaged in the growing market for the Internet-of-Things ("IoT"). The company designs, develops, and sells consumer and commercial GPS tracking solutions that enhance the way customers stay connected with any mobile asset or mobile person. Our products and services provide data that are intended to enhance safety, security, connectivity, operational savings, coordination of mobile assets and managerial or parental decisions. Our devices operate on the worldwide GSM network and therefore work around most of the world. Consumer products are primarily intended to be used by people who need to locate any portable asset (powered or unpowered), vehicles, pets, and people who are unable to use a cell phone to communicate their location or for travelers who seek a dedicated tracking system to enhance safety and connectivity. Commercial products are marketed to businesses of all sizes and governmental organizations that need to track vehicles, mobile equipment, portable assets and workers.

Consumer products are sold under the PocketFinder brand and include: PocketFinder, PocketFinder Luggage, PocketFinder Pet and PocketFinder Vehicle. All PocketFinder products deliver information to users regarding device location, longitude, latitude, altitude, heading or direction, speed and 60 days of location history. Users can also set alerts that will trigger an email, text or push notification to notify them when their device exceeds a pre-determined parameter such as speed, battery life or geo-fence.

PocketFinder and PocketFinder Personal/Pet or luggage devices are small (roughly 2 inches in diameter), rugged and waterproof location devices that are ideal for tracking or locating any mobile asset, person, pet or valuable item at any time from almost anywhere. These devices use the Assisted Global Positioning System ("A-GPS") network to acquire location data and transmit that data through the General Packet Radio Service ("GPRS"). The battery life of a PocketFinder and PocketFinder Pet will typically last between 2-4 days, depending upon environmental and usage factors.

33 -------------------------------------------------------------------------------- The PocketFinder Vehicle locator is intended to be hardwired to a battery powered asset such as a vehicle, watercraft or mobile generator. The device is rugged, spark-proof and water resistant and enables a user to locate and track a mobile asset at any time from almost anywhere using the A-GPS and GPRS technologies.

PocketFinder and PocketFinder Vehicle users can view all of the devices on their account by logging on via the web at www.pocketfinder.com or our PocketFinder App, which is native to the iPhone, iPad and Android phone.

Commercial products are sold under the LBT brand and include the LBT-886 ("886") and the LBT Vehicle Tracker. The LBT-886 is a compact, rugged, long-lasting location device that enables a user to locate and track any person or mobile asset at any time from almost anywhere using A-GPS and GPRS technologies. Battery life of the LBT-886 typically ranges from 21 days to 3 months depending upon environmental and usage factors.

The LBT Vehicle Tracker has similar form-factor as the PocketFinder Vehicle device with the additional capability to accommodate a 3 to 7 wire harness. The wiring harness can increase the device's functionality by adding capabilities such as temperature, light and humidity monitoring, engine on/off monitoring and "starter interrupt" engine kill capability or lone worker Emergency Alert features.

Commercial customers can access their account by logging on through our LBT corporate website (www.locationbasedtech.com) which is optimized for web browsing, or through our App, which is native to the iPhone, iPad and Android phone. The commercial user-interface features enhanced back end services that include additional reporting features and zone capabilities.

We generate revenue by selling our products and charging customers an ongoing service fee, for which we offer monthly and annual subscription plans. Currently, PocketFinder customers in the US and Canada pay a monthly service fee of $12.95 per month with no contract, while commercial customers in the US and Canada typically pay $15.95 per month with no service contract.

All of our devices are made in the USA and come standard with an AT&T SIM card, which enables them to roam internationally on the AT&T network and on their roaming partners' networks. Roaming charges can be up to $29.95 per month.

Devices can also be manufactured with SIM cards provided by EE or Telefonica (through the Aeris platform). Monthly service rates will vary from region to region depending on the fee charged by the local network carrier; however, in nearly all instances the monthly fees will be less than $29.95. We typically source SIM cards based on the carrier which can provide the best coverage at the most competitive price for a given region.

Research and Development. Our goal is to always be a leader in the location based technologies market. Our ongoing research and development is intended to either improve our existing products and services or create new products and services.

In an ongoing effort to improve the user's experience we are constantly upgrading our device software and our system's back end. Our software development efforts are intended to result in additional features on our end user interface and increased device functionality through our back end. The software updates for all of our products are delivered over the air, which allows every customer to receive the latest version of our firmware simply by charging their device.

Our current hardware development is primarily focused on enhancing the indoor tracking capability of a new 3G PocketFinder device and a miniaturized dual Iridium/GSM device both of which are close to the final stages of building prototypes, testing and certification before market entry. Having a 3G consumer device will enable us to sell PocketFinder Personal Locator and PocketFinder Pet devices into territories that predominately operate on the 3G network, like Canada and Australia. New Wi-Fi capability will significantly improve indoor location accuracy and greatly reduce "false alert" reports that result from relying on GPS capability only. This will be particularly beneficial to the child market and the pet market.

We will continue to invest in our research and development efforts for the foreseeable future.

34-------------------------------------------------------------------------------- Consumer Sales Channels. In the US, our PocketFinder family of products can be found at the following online locations: Amazon.com, Newegg.com, Walmart.com, Bestbuy.com/Future Shop (Canada), Crutchfield.com, our www.pocketfinder.com website and numerous affiliate marketing websites.

Internationally, our devices are being sold and marketed in Mexico, the United Kingdom (the, "UK") other European Union countries, Colombia and Ecuador. In the UK, we have partnered with EE (the largest mobile-to-mobile telecommunications company in the UK). Recent reports show Europe at the forefront of M2M ("Machine-to-Machine") or the adoption of "Internet-of-things" applications with revenues from M2M services market wide expected to grow at a compounded annual rate of 33% between 2011 and 2016 in a selection of European markets, including Germany, France, Poland, Russia, Sweden and the UK. These are the findings of new research from Frost & Sullivan, which predicts that the number of SIM connections will rise to 75 million in 2016, with the UK emerging as the biggest market and Germany a close second. The market-research company also reports that Europe's mobile network operators are looking to expand their M2M portfolios to profit from applications rather than just connectivity. LBT desires to play a part in the European M2M/IoT growth expansion and we are working with companies in the UK, France, Poland and Sweden as potential distributors.

In Asia, we have recently received iDA approval which will allow us to begin sales through Apple in Singapore. Through our primary distributor in Australia and New Zealand, FindA, we are gaining acceptance in multiple applications for both Consumer and Commercial customers. We expect to begin sales in Singapore very soon.

Commercial Sales Channels. Our relationship with AT&T has the potential to significantly expand over the next 24 months as AT&T looks to place tracking units on more of its mobile assets. We believe that in calendar year 2014, AT&T may place a significant order for additional devices.

The Company's relationship with our distributor in Australia is experiencing solid success bringing LBT's platform and products into high growth commercial sales opportunities. The distributor may distribute to the territories of Australia, New Zealand, Malaysia and the Philippines based on early expressions of interest from these areas.

We have signed an exclusive contract with the Department of Energy (the, "DOE") on a project which will allow us to integrate and market an Oak Ridge National Laboratory technology that provides real-time status of the electric grid and critical energy sectors along with real-time severe weather conditions. The system, called VERDE (Visualizing Energy Resources Dynamically on the Earth), enables decision-makers to respond swiftly to major power disruptions. VERDE, which combines the display capabilities of Google Earth with analysis and modeling components, significantly enhances situational awareness and speeds recovery times from power outages. We have completed integration of the system and have begun sales of the system to public utilities (power, water and telecom) and will soon expand to specific commercial and other first responder agencies throughout the United States.

The shipping and asset tracking market is showing signs of IoT interest. In Berg Insight's 2nd Edition of research on Container Tracking and Security, they focused on tracking and security of intermodal shipping containers. The installed base of remote tracking systems for shipping containers is forecasted to grow at a compound annual growth rate of 49.1 percent from 137,000 units at the end of 2012 to 1.0 million units by 2017. The LBT-886 device is well suited for tracking of assets and containers.

Our Personal Locator Services. Our products are currently being sold through various online retailers and through our website. We provide customer service and support in the United States and through existing partners in other parts of the world. In the consumer market we are selling into multiple vertical market segments including the following: ? Parents of young children (primarily 5 to 12 years of age) who do not own a cell phone; ? Small, mid-sized, and enterprise class business owners; ? First time family drivers or for added security in heavy snow states; ? Elder care and special needs support and applications such as Autism, Down Syndrome, Dementia, and Alzheimer's; ? Pet care and location capability; and ? Asset tracking and location capability: cars, trucks, snowmobiles, fleet management, luggage, boats, RVs, and other high-valued assets.

35-------------------------------------------------------------------------------- Our Intellectual Property Investment. We continue to invest in intellectual property that consists of apparatus patents and applications and system and method patents and applications. We have filed claims that cover many aspects of the PocketFinder, its operating system and user interface. Our intellectual property portfolio includes 37 issued US patents, 3 pending US patents, 2 issued foreign patents, 3 pending foreign patents, 6 PCT filings, 16 registered trademarks and 4 Madrid protocol trademark cases.

We own the Internet domain name www.pocketfinder.com and www.locationbasedtech.com as well as the names of numerous other related domains that could have use in future business and vertical marketing initiatives and for Internet marketing purposes. Under current domain name registration practices, no one else can obtain an identical domain name, but someone might obtain a similar name, or the identical name with a different suffix, such as ".org," or with a country designation. The regulation of domain names in the United States and in foreign countries is subject to change, and we could be unable to prevent third parties from acquiring domain names that infringe or otherwise decrease the value of our domain names.

Our Target Markets and Marketing Strategy. We provide wireless location based solutions for global positioning products along with its proprietary "friendly user interface" software system. We deliver rugged, compact products with near real time location-based information over its proprietary server architecture. Our products optimize the way businesses utilize mobile assets, save money and connect with key personnel; similarly, families utilizing our products in our ever increasingly mobile society are now able to easily stay connected with one another while on the go and from wherever they are.

Our Revenue Sources. We expect our revenues to be derived from the following sources: ? Software licensing fees; ? Organizations that will self-brand LBT's services for specialized niche markets ("white label"); ? Asset and personal locator device sales to commercial customers and through retailers; ? Personal locator device sales through affinity groups and through our website; ? Consumer and commercial tracking device accessory sales; and ? Monthly recurring service fees.

Our Growth Strategy. Our objective is to become a premier provider of personal and asset location services in the Location Based Services consumer and commercial markets. We will continue our own retail efforts, but we believe we will reach the largest and most desirable markets by focusing more on commercial opportunities.

We subdivide the commercial market into three categories: small/midsize businesses, (including the strategic utility company market), enterprise businesses and governmental organizations including the US military. We will attempt to gain market share in the small/midsize business segment through channel sales efforts. The enterprise businesses and military segments are far more difficult to penetrate because they tend to require long sales cycles and rigorous testing but, once approved, tend to be good long-term partners. To date, most of the large companies and organizations we are working with have approached us. We expect that as we continue to gain traction with large, reputable institutions, their peers will continue to seek us out. The exclusive contract integrating DOE's VERDE feed positions us with a significant differentiator in the utility market throughout the US and Canada.

36 -------------------------------------------------------------------------------- Our Competition. Even though there has been tremendous growth in tracking Apps for mobile phones, personal location and property tracking devices are beginning to significantly penetrate the marketplace. In fact, growth for asset tracking solutions is projected to be very strong over the next five years.

Our competitors include, but are not limited to: Geospatial Platform Providers, Application Developers, Garmin's GTU-10, Tagg, Amber Alert, Spark Nano, LiveView GPS, eZoom, iTrack, 5 Star, Meitrack, iTrack GPS Locator, Lo-Jack, SpotLight, and commercial providers such as Fleetmatics, NetworkFleet, and Qualcomm. Some competitors may be better financed, have superior technology 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 personal digital assistant ("PDA") location devices are gaining significant market acceptance and commercialization. Prices range from $100 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 Federal Communications Commission, Internationale Canada ("IC") and CE (European Economic Area) wireless device regulations and controls. We believe that we are in conformity with all applicable laws in all relevant jurisdictions. We are NOM and NYCE certified and ready to begin sales in Mexico. 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.

Employees and Outsourced Assistance. We have limited our use of contracted professionals who have been engaged in hardware and software development, early marketing and sales preparation, and preparation for customer service support. Mr. Scalisi, our Co-President and Chief Development Officer, Mr. Morse, our Co-President and Chief Executive Officer, and Mrs. Mejia, our Chief Operating Officer, Dan Hogan, our VP of Marketing, and Dave Morse, Jr., as VP of Customer Service, currently work full time for the Company. Mr. Scalisi has recently been sharing his time with other ventures that may continue over the coming quarters. Since its inception, LBT has used an extended workforce concept which includes outsourcing partners and vendors, and using a contingent workforce (consultants, part-time /interim executives and temporary workers) and strategic partners to stay competitive in the marketplace. We do not see this as a trend. We will continue to use this model for the foreseeable future with an eye to reduce corporate overhead and expenses.

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

RESULTS OF OPERATIONS For the three months ended May 31, 2014 compared to the three months ended May 31, 2013.

Revenue. For the three months ended May 31, 2014, we generated $455,136 of net revenue compared to $755,179 of net revenue for the three months ended May 31, 2013. Normalized device sales, without the AT&T order, represent an increase in device sales of 141% over the same quarter in 2013. The 39% decrease in total revenue is due to the following: ? Device revenue - For the three months ended May 31, 2014, we generated $216,223 of net device revenue compared to $643,696 for the three months ended May 31, 2013. The $427,473 decrease in device revenue consists of the following: o The most significant contributor to the decrease in revenue for the three months ended May 31, 2014 is due to spikes in LBT-886 orders from our commercial sales channel. During the three months ended May 31, 2013, revenue from the sale of LBT-886 devices to AT&T totaled $490,410. Although we expect to receive additional orders from AT&T in 2014, no orders for LBT-886 devices were received during the three months ended May 31, 2014. During this quarter, sales totaling $9,404 of LBT-886 devices were from various other commercial accounts; o Revenue from the sale of PocketFinder Personal devices increased from $2,699 for the three months ended May 31, 2013 to $133,579 for the three months ended May 31, 2014 due to an increase in quantities sold as a result of sales programs and the addition of a few resellers during the quarter; o Revenue from the sale of PetFinder devices decreased from $27,947 for the three months ended May 31, 2013 to $8,791 for the three months ended May 31, 2014 due to the company's strategic focus away from the pet market until its new devices with indoor locate capability are ready for market; and o PocketFinder Vehicle sales decreased from $93,957 for the three months ended May 31, 2013 to $70,640 for the three months ended May 31, 2014 due to a change in distribution channels.

? Service revenue - For the three months ended May 31, 2014, we generated $238,916 of service revenue compared to $111,483 for the three months ended May 31, 2013. The increase is the result of adding net subscribers for the three months ended May 31, 2014.

37-------------------------------------------------------------------------------- Cost of Revenue. For the three months ended May 31, 2014, cost of revenue totaled $417,082 resulting in a positive gross margin of $38,057 compared to cost of revenue totaling $1,128,585 resulting in a negative gross margin of $373,406 for the three months ended May 31, 2013. The Company realized an improvement in the gross margin as there were no significant write-downs of inventory during the current quarter.

A majority of the costs we incur to generate revenue are fixed. These costs include but are not limited to, customer service, operating expenses and employee salaries. As we continue to grow our revenue, our gross margins will also continue to improve.

Management estimates that revenue will exceed costs in 2015 assuming the following conditions occur: ? Increased sales growth for the PocketFinder Vehicle and LBT-886 products; ? Penetration of our products into new markets, primarily Asia and Europe; and ? Reducing costs by incorporating self-help UserVoice tools that allow customers to resolve issues and find answers directly from the website when they are online no matter the time or day. In addition, we will be changing our customer service call center and moving it to a more local service with lower costs.

Operating Expenses. For the three months ended May 31, 2014, our total operating expenses were $873,819 compared to total operating expenses of $1,950,472 for the three months ended May 31, 2013. Operating expenses decreased by $1,076,653 or 55% for the three months ended May 31, 2014 and is primarily attributed to the following fluctuations: ? A $145,809 decrease in general and administrative expenses to $341,138 for the three months ended May 31, 2014, compared to $486,947 for the three months ended May 31, 2013. The decrease in general and administrative expenses three months ended May 31, 2014 compared to 2013 is primarily due the following: ? $31,520 decrease in advertising and marketing fees to market our products due to cash flow spending limitations; ? $40,000 decrease in stock based awards to board of directors for their service due to timing differences as awards were not made in the same quarter each year; ? $16,484 decrease in computer related expenditures due to spending restrictions to conserve cash; and ? $22,570 decrease in commissions as more sales were sold thru direct channels.

? A $64,098 decrease in officer compensation to $142,000 for the three months ended May 31, 2014, compared to $206,098 for the three months ended May 31, 2013 due to the reclassification of an officer to employee and the outsourcing of the Chief Financial Officer position for the three months ended May 31, 2014; ? Professional fees were reduced by $719,009 to $285,717 for three months ended May 31, 2014 compared to $1,004,725 for three months ended May 31, 2013. This was primarily due to a reduction in the value of common stock being issued in connection with business development and financial advisory fees; ? A $112,511 decrease in research and development costs to $0 for the three months ended May 31, 2014 compared to $112,511 for the three months ended May 31, 2013 as certain R&D projects are close to being completed; and ? A $35,227 decrease in salaries and wages to $85,762 for the three months ended May 31, 2014, compared to $120,989 for the three months ended May 31, 2013. The increase is attributed to the reclassification of an officer to an employee and lower stock based compensation.

38-------------------------------------------------------------------------------- Other Income/Expenses. For the three months ended May31, 2014, we reported net other expense totaling $708,700 which consisted of financing costs, amortization of beneficial conversion feature, deferred financing costs and debt discount, interest expense and loss on asset disposals compared to net other income totaling $781,533 for the three months ended May 31, 2013. The $72,832 decrease in net other expenses is primarily due to the following: ? A $9,241 increase in financing costs to $105,875 for the three months ended May 31, 2014, compared to $96,634 for the three months ended May 31, 2013 as notes entered into during the current quarter incurred finder's fees; ? A $85,090 decrease in the amortization of beneficial conversion features on notes payable to $440 for the three months ended May 31, 2014, compared to $85,530 for the three months ended May 31, 2013 as there were several convertible notes with beneficial conversion features were fully amortized in 2013 and new notes entered into in 2014 did not contain beneficial conversion features; ? A $304,056 increase in the amortization of deferred financing costs to $343,805 for the three months ended May 31, 2014, compared to $39,749 for the three months ended May 31, 2013 as there were numerous notes payable extensions issued with common stock resulting in increased deferred financing costs for three months ended May 31, 2014 than in 2013; ? A $123,460 gain on the fair value of derivative liabilities was recognized during the three months ended May 31, 2013; whereby, there was no such gain for the three months ended May 31, 2014 as the JMJ debt was settled during the first quarter of 2014; ? A $95,820 increase in interest expense to $203,554 for the three months ended May 31, 2014, compared to $107,734 for the three months ended May 31, 2013 as there was approximately $9.7 million in notes payable at May 31, 2014 as compared to $6.6 million in notes payable at May 31, 2013; and ? The recognition of a loss on debt extinguishment totaling $521,820 during the three months ended May 31, 2013; whereby, there was no such loss during the three months ended May 31, 2014.

Net Loss. For the three months ended May 31, 2014, we reported a net loss of $1,544,462 compared to a net loss of $3,105,411 for the three months ended May 31, 2013, due to fluctuations in operating and other expenses as previously discussed.

For the nine months ended May 31, 2014 compared to the nine months ended May 31, 2013.

Revenue. For the nine months ended May 31, 2014, we generated $1,205,034 of net revenue compared to $1,554,891 of net revenue for the nine months ended May 31, 2013. The 23% decrease in total revenue is due to the following: ? Device revenue - For the nine months ended May 31, 2014, we generated $567,196 of net device revenue compared to $1,260,828 for the nine months ended May 31, 2013. The $693,632 decrease in device revenue consists of the following: o The most significant contributor to the decrease in revenue for the nine months ended May 31, 2014 is due to spikes in LBT-886 orders from our commercial sales channel. During the nine months ended May 31, 2013, revenue from the sale of LBT-886 devices to AT&T totaled $879,700. Although we expect to receive additional orders from AT&T in 2014, no orders for LBT-886 devices were received during the nine months ended May 31, 2014. During this nine month period, sales totaling $27,287 of LBT-886 devices were from various other commercial accounts; normalizing sales without AT&T's order the company shows a 149% increase in device revenues compared to the nine months ending May 31, 2013; o Revenue from the sale of PocketFinder Personal devices increased from $22,574 for the nine months ended May 31, 2013 to $265,787 for the nine months ended May 31, 2014 due to an increase in quantities sold as a result of focused sales programs with key retailers; o Revenue from the sale of PetFinder devices decreased from $46,201 for the nine months ended May 31, 2013 to $23,632 for the nine months ended May 31, 2014; and o PocketFinder Vehicle sales decreased slightly from $241,874 for the nine months ended May 31, 2013 to $241,581 for the nine months ended May 31, 2014 due to delays with multiple auto market and dealerships alliances formed in fiscal 2014.

? Service revenue - For the nine months ended May 31, 2014, we generated $637,838 of service revenue compared to $294,063 for the nine months ended May 31, 2013. The increase is the result of adding net subscribers for the nine months ended May 31, 2014.

Cost of Revenue. For the nine months ended May 31, 2014, cost of revenue totaled $1,146,294 resulting in a gross margin of $58,740 compared to cost of revenue totaling $2,155,597 resulting in a negative gross margin of $600,705 for the nine months ended May 31, 2013. The Company realized an improvement in the gross margin as there were no significant write-downs of inventory during the current nine-month period.

39 -------------------------------------------------------------------------------- A majority of the costs we incur to generate revenue are fixed. These costs include but are not limited to, customer service, operating expenses and employee salaries. As we continue to grow our revenue, the discrepancy between our fixed costs and our income will decrease.

Management estimates that revenue will exceed costs in 2015 assuming the following conditions occur: ? Increased sales growth for the PocketFinder Vehicle and LBT-886 products; ? Penetration of our products into new markets, primarily Asia and Europe; and ? Reducing costs through enhanced self-help online tools and by moving to a less expensive local customer service call center.

Operating Expenses. For the nine months ended May 31, 2014, our total operating expenses were $3,169,507 compared to total operating expenses of $5,195,307 for the nine months ended May 31, 2013. Operating expenses decreased by $2,025,800 or 39% for the nine months ended May 31, 2014 and is primarily attributed to the following fluctuations: ? A $178,692 decrease in general and administrative expenses to $1,360,347 for the nine months ended May 31, 2014, compared to $1,539,039 for the nine months ended May 31, 2013 primarily due to a reduction in other general and administrative expenses as a result of reduced spending; ? A $176,719 decrease in officer compensation to $621,746 for the nine months ended May 31, 2014, compared to $798,465 for the nine months ended May 31, 2013 due to the reclassification of an officer to an employee in 2014 and reduced stock based compensation; ? Professional fees were reduced by $1,027,032 to $834,674 for the nine months ended May 31, 2014 compared to $1,861,706 for the nine months ended May 31, 2013. This was primarily due to a reduction in the value of common stock being issued in connection with business development and financial advisory fees; ? A $158,249 decrease in research and development costs to $99,548 for the nine months ended May 31, 2014 compared to $257,797 for the nine months ended May 31, 2013 as certain R&D projects are close to being completed; ? A $28,868 decrease in salaries and wages to $195,585 for the nine months ended May 31, 2014, compared to $224,453 for the nine months ended May 31, 2013. The decrease is attributed to the reduction of one employee and due to a reclassification of an officer to an employee; and ? The recognition of an asset impairment on certain patents totaling $455,916 during the nine months ended May 31, 2013; whereby, there was no such impairment recognized during the nine months ended May 31, 2014.

Other Income/Expenses. For the nine months ended May 31, 2014, we reported net other expense totaling $820,838 which consisted of financing costs, amortization of beneficial conversion feature, deferred financing costs and debt discount, interest expense, gain on debt settlement, and loss on asset disposals compared to net other expense totaling $2,161,231 for the nine months ended May 31, 2013. The $1,340,393 decrease in net other expenses is primarily due to the following: ? A $96,979 decrease in financing costs to $359,755 for the nine months ended May 31, 2014, compared to $456,734 for the nine months ended May 31, 2013 as majority of notes entered into in the current quarter did not incur finder's fees; ? A $158,281 decrease in the amortization of beneficial conversion features on notes payable to $61,388 for the nine months ended May 31, 2014, compared to $219,669 for the nine months ended May 31, 2013 as there were several convertible notes with beneficial conversion features were fully amortized in 2013 and new notes entered into in 2014 did not contain beneficial conversion features; ? A $279,898 increase in the amortization of deferred financing costs to $452,155 for the nine months ended May 31, 2014, compared to $172,257 for the nine months ended May 31, 2013 as there was were more notes payable issued with common stock resulting in higher deferred financing costs nine months ended May 31, 2014 than in 2013; ? A $206,439 increase in the amortization of debt discounts associated with the issuance of warrants on convertible notes payable to $260,196 for the nine months ended May 31, 2014, compared to $53,757as there were more warrant issuances during the nine months ended May 31, 2014; ? A $517,055 loss on the fair value of derivative liabilities was recognized during the nine months ended May 31, 2013; whereby, there was no such gain recognized during the nine months ended May 31, 2014 as the JMJ debt was settled during the first quarter of 2014; ? The recognition of a $886,548 gain in connection with the JMJ debt settlement was recognized during the nine months ended May 31, 2014; whereby, there no such debt settlement during the nine months ended May 31, 2013; ? The recognition of a $48,431 loss in connection with asset disposals during the nine months ended May 31 2014; whereby, there no such asset disposals in during the nine months ended May 31, 2013; ? A $304,380 increase in interest expense to $524,991 for the nine months ended May 31, 2014, compared to $220,611 for the nine months ended May 31, 2013 as there was approximately $9.7 million in notes payable at May 31, 2014 as compared to $6.6 million in notes payable at May 31, 2013; and ? The recognition of a loss on debt extinguishment totaling $521,820 during the nine months ended May 31, 2013; whereby, there was no such loss during the nine months ended May 31, 2014.

40-------------------------------------------------------------------------------- Net Loss. For the nine months ended May 31, 2014, we reported a net loss of $3,932,405 compared to a net loss of $7,958,044 for the nine months ended May 31, 2013, due to fluctuations in operating and other expenses as previously discussed.

LIQUIDITY AND CAPITAL RESOURCES We had cash and cash equivalents of $150,802 as of May 31, 2014, compared to $680,914 as of August 31, 2013.

As of May 31, 2014, current assets totaled $1,007,448 compared to $1,620,771 as of August 31, 2013 and consisted of cash, accounts receivable, inventory, deferred financing costs, prepaid expenses and other assets. The decrease at May 31, 2014, from August 31, 2013 is primarily due to a decrease in cash offset by an increase in deferred financing costs. The decrease in cash is the result of covering our operating costs with minimal cash inflows during the first nine months of operations. The increase in deferred offering costs is the result of issuing common stock in connection with multiple notes payable due dates being extended.

As of May 31, 2014, current liabilities totaled $7,727,235 compared to $8,410,439 as of August 31, 2013 and consisted of accounts payable and accrued expenses, deferred compensation, term loans, convertible notes payable and accrued interest. The decrease at May 31, 2014, is due to the conversion of the $1,000,000 line of credit into a term loan and the elimination of the $745,148 derivative liability associated with the JMJ debt settlement.

As at May 31, 2014, the Company had a working capital deficit of $6,719,787 compared with a working capital deficit of $6,789,668 as of August 31, 2013.

Cash Flows from Operating Activities. During the nine months ended May 31, 2014, the Company used $2,389,045 of cash used for operating activities compared with $2,547,470 for the nine months ended May 31, 2013.

Cash Flows From Investing Activities. During the nine months ended May 31, 2014, the Company used $69,242 of cash for investing compared with $146,098 for the nine months ended May 31, 2013. The decrease in the cash used for investing operating activities was attributed to fewer capital expenditures during the nine months ended May 31, 2014 compared to the nine months ended May 31, 2013.

Cash Flows from Financing Activities. During the nine months ended May 31, 2014, the Company received $1,928,175 in cash from financing activities related to the issuance of convertible promissory notes. During the nine months ended May 31, 2013, the Company received $2,485,000 from the issuance of convertible promissory notes. Demand convertible notes payable totaling $1,142,987 are unsecured, bear interest at 5% per annum, and are to repaid out of future operating cash flows. Current convertible term notes payable totaling $2,351,452 are unsecured, bear interest at 8%-36% per annum, and are to be repaid out of future operating cash flow. Long-term convertible term notes totaling $3,325,000 are secured, bear interest at 10% per annum with due dates ranging from September 30, 2015 to March 5, 2016 and are to be repaid out of future operating cash flow.

Going Concern. We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

CASH REQUIREMENTS We are a wireless technology company focused on the marketing and sales of the PocketFinder family of products for retail and commercial distribution. Since our inception, we have generated significant losses. As of May 31, 2014, we had an accumulated deficit of $59,996,870 and we expect to incur continual losses until sometime in calendar year 2015-2016.

As of May 31, 2014, we had $150,802 in cash and cash-equivalents. Over the next several quarters we expect to invest a significant amount to develop our sales and marketing programs associated with the commercialization and branding of the PocketFinder family of products. We also expect to fund any necessary general overhead requirements.

41 -------------------------------------------------------------------------------- We expect to have to obtain additional financing in the coming months for overhead costs, general and administrative expenses and for related purposes such as packaging, shipping, and direct sales and marketing costs. Our funding requirements will depend on numerous factors, including: ? Costs involved in production and manufacturing to fill purchase orders, software and interface customization for OEM partners, and the network necessary to further the commercialization of the PocketFinder family of products; ? The costs of outsourced manufacturing; ? The costs of commercialization activities, including product marketing, sales and distribution, and customer service and support; ? Our revenues, if any, from successful commercialization of the PocketFinder devices and the PocketFinder Network platform services; and ? Other general and administrative expenses associated with running the day to day operations of our Company.

Product Research and Development We plan to continue to develop new product enhancements to our existing product on the market including PocketFinder People and PocketFinder Vehicles. New 3G devices will meet the requirements of pending GSM network changes in multiple countries, including the US, and the dual GSM/Iridium device will open new government and commercial shipping markets.

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 significant amounts of plant and equipment, or significant numbers of employees. We currently have six employees and do not anticipate hiring any significant number of additional employees during the next twelve months.

Off-Balance Sheet Arrangements As of May 31, 2014, we had no off-balance sheet arrangements.

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