SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720          March 12, 2008  Enzo Taddei Chief Financial Officer Logica Holdings, Inc. 82 Avenue Road Toronto, Ontario, Canada M5R 2H2
 Re: Logica Holdings, Inc.
  Registration Statement on Form S-1
  Filed February 11, 2008
  File No. 333-149143

Dear Mr. Taddei:
We have reviewed the above filing and have the following comments.  We have limited our
review to consideration of your disclosure concerning the preferre d share and warrant transactions
and related matters.  We are also monitoring you r filing for compliance w ith outstanding comments
on your Form 10-KSB for the fiscal year ended December 31, 2007.  Where indicated, we think you should revise your documents in response to  these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessary  in your explanation.  In some of our comments, we may ask you
to provide us with information so we may bette r understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.
 Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.  General

 1. Please comply in your Form S-1 with the comments issued in connection with our limited review of your 2006 Form 10-KSB, to the extent applicable.
 2. In your next amendment, include audited fina ncial statements for the fiscal year ended
December 31, 2007 and update your disclosure accordingly.

Enzo Taddei, Chief Financial Officer
Logica Holdings
March 12, 2008 Page 2

3. We note that you are registering the sale of 4,895,833 shares.  Given the size relative to the
number of shares outstanding held by non-aff iliates, the nature of the offering and the
selling security holders, the tr ansaction appears to be a pr imary offering.  Because you are
not eligible to conduct a  primary offering on Form S-3 you are not eligible to conduct a
primary at-the-market offering under Rule 415(a)(4).  Therefore, the offering price of the
common stock must be fixed for the duration of the offering and the selling shareholders must be identified as underwr iters in the filing.
  If you disagree with our analysis, please te ll us in your response  letter your basis for
determining that the transaction is appropriately characterized as a transaction that is eligible to be made under Rule 415(a)(1)(i).  In your analysis, please address the following among any other relevant factors:
• The number of selling shareholders a nd the percentage of the overall
offering made by each shareholder;
• The date on which and the manner in which each selling shareholder
received the shares and/or  the overlying securities;
• The relationship of each selling shareholder with the company,
including an analysis of whether the selling shareholder is an affiliate
of the company;
• Any relationships among the selling shareholders;
• The dollar value of the shares registered in relation to the proceeds that the company received from the selling shareholders for the
securities, excluding amounts of proceeds that were returned (or will
be returned) to the selling shareholders and/or their affiliates in fees or other payments;
• The discount at which the shareholders will purchase the common
stock underlying the convertible note s (or any related security, such
as a warrant or option) upon conversion or exercise; and
• Whether or not any of the selling shareholders is in the business of buying and selling securities.

Prospectus Cover Page

 4. Please identify the additional 100,000 issued and outstanding common shares that are
registered for resale by this registration stat ement on your prospectus cover page.  Also, in
an appropriate location in the prospectus, briefly disclose ho w the seller of such shares
acquired them and why they are include d in this registration statement.
 5. Your statement that you are registering for resa le shares by “persons to whom such selling
stockholders may transfer their sh ares” appears overly broad.  Pl ease revise this statement.
See Section V.B.1.b.i.(C) of the Securities Offering Reform release no. 33-8591 regarding
the identification of selling shareholders.

Enzo Taddei, Chief Financial Officer
Logica Holdings
March 12, 2008 Page 3

Prospectus Summary, page 1
 Recent Developments, page 2

 Financings, page 2

 6. Please update the second paragraph under this section to explain what has actually
happened since the date of the purchase agreement.  For exampl e, indicate that the selling
shareholder did purchase the additional 250,000 sh ares of preferred stock.  When updating
your disclosure, focus on disclosing in the summary the most material terms of the
financing and provide more deta iled disclosure in the body of the prospectus.  Describe the
terms in plain English.  Similarly, in the next  subsections discussing your dispositions and
acquisitions, focus on the purpose and effect of the transactions rather than highlighting the legal steps.  Avoid acron yms and defined terms.
 7. Disclose the consequences of your failure to  comply with your oblig ation to nominate an
independent board of directors within four mont hs of the date of the purchase agreement.
Also disclose the consequences of your failure  to file and have declared effective this
registration statement w ithin such time period.
 The Offering, page 4

 8. Please disclose the number of shares currently outstanding that are he ld by persons other
than the selling shareholders, affiliates of  the company, and affiliates of the selling
shareholders and the percentage of these outst anding shares that the shares registered for
resale represent.
 9. Please disclose the total dollar value of the securities underlying the preferred shares and
warrants that you have registered for resale (using the number of underlying securities you
have registered for resale and the market price for those securities on th e date of the sales of
the preferred shares and warrants).

Risk Factors, page 6

10. Revise the risk factor on page six related to your need to raise additional capital to specifically discuss how the term s of the preferred shares and warrants issued in the October
2007 financing could make obtaining additional financing more difficult and/or expensive.
 Cautionary Statement Regarding Fo rward-Looking Statements, page 9

 11. Please delete the references to  Section 27A of the Securitie s Act and Section 21E of the
Securities Exchange Act since those provisions do not apply to forw ard-looking statements
made in this registration statement because it relates to an initial public offering and you are an issuer of penny stock.

Enzo Taddei, Chief Financial Officer
Logica Holdings
March 12, 2008 Page 4

Certain Relationships and Re lated Transactions, page 18
 12. Disclose all material information about th e loans from your major shareholder and the
subsequent conversion to stoc k that you identify in your management’s discussion and
analysis on page 12.
 13. Please confirm that there have been no prior s ecurities transactions between the issuer (or
any of its predecessors) and th e selling shareholders, any affiliates of the selling
shareholders, or any person with whom any of  the selling shareholders has a contractual
relationship regarding the trans action (or any predecessors of those persons).  If there have
been any such transactio ns, disclose all material information about them.
 14. Please provide a materially complete descrip tion of relationships and arrangements that
have existed in the past three years or are to be performed in the futu re between the issuer
(or any of its predecessors) and the selli ng shareholders, any affiliates of the selling
shareholders, or any person with whom any of  the selling shareholders has a contractual
relationship regarding the trans action (or any predecessors of t hose persons).  If it is your
view that such a description al ready is presented in the prospe ctus and that all agreements
between and/or among those parties are included as exhibits to the registration statement,
please provide us with confirmation of your review in this regard.
 Selling Stockholders, page 19

 15. Expand your disclosure of the re gistration rights agreement to clarify whether or not you are
obligated to file additional registration statem ents to register additional common shares in
the event of a conversion/exer cise price adjustment and/or  the issuance of additional
preferred shares or warrants to the selling shareholders pursuant  to any penalty provisions in
the purchase agreement or registration rights agreement.

16. Please provide a clear statement of the net proceeds you received fr om the financings
(including the additional 250,000 shares of prefe rred stock) after deducting any payments
you made to the selling shareholders or any of  their affiliates.  If you made any such
payments other than the $15,000 due diligence re imbursement (or in the future will be
obligated to make any such payments, incl uding but not limited to any payments in
connection with failures to comply with provisions of the purchase agreement or
registration rights agreement), pleas e identify and quantify them.
 17. Please provide tabular disclosure of the total possible profit th e selling shareholders could
realize as a result of the conversion/exercise  discounts for the securities underlying the
preferred shares and warrants, with the following information disclosed separately:

• The market price per share for the securities underlying the preferred shares and
warrants on the date of the sale of the preferred shares and warrants;

Enzo Taddei, Chief Financial Officer
Logica Holdings
March 12, 2008 Page 5

• The combined market price of the total number of shares underlying the preferred
shares and warrants, calculated using the ma rket price per share on the date of the
sale of the preferred shares and warrants;
• For each series or class of preferred shar es and warrants, the conversion/exercise
price per share and the number of shares underlying the preferred shares or warrants;
• The combined conversion/exercise price of the total number of sh ares underlying the
preferred shares and warrants; and
• The total possible discount to market price as  of the date of the sale of the preferred
shares and warrants, calculated by subtrac ting the combined conversion price of the
total number of shares underlying the pr eferred shares and warrants from the
combined market price of th e total number of shares underlying the preferred shares
and warrants calculated using the market pri ce per share on the date of the sale of
the preferred shares and warrants.

Please omit from this table the warrants that we re issued with a $2.00 ex ercise price, as the
exercise price does not represent a discount to the market price on the date of sale.  If you
have issued any additional pr eferred shares to the selling shareholders aside from the
preferred shares overlying the registered shar es (for example, if you failed to appoint an
independent board or due to the failure to have this registration statement declared effective
within four months of the date of the purchase agreement), include similar tabular
disclosure quantifying the possible additional prof it the investors could realize as a result of
the conversion discounts on such additional preferred shares.

18. Please disclose whether, based on information obtained from the selling shareholders, any
of the selling shareholders have an existi ng short position in the company’s common stock
and, if any of the selling shareholders ha ve an existing short position, the following
additional information:

• The date on which the selling shareholder entered into that short position; and
• The relationship on the date on which the selling shareholder entered into that short
position to the date of the announcement of the purchase agreement and the filing of
the registration statement ( e.g., before or after the announcem ent, before or after the
filing, etc.).

Description of Securities, page 20
 19. Please disclose the material terms of your outstanding warrants.
 20. Provide enhanced disclosure about the cashless exercise provisions of the warrants and the
limitations thereon.
 21. Provide enhanced disclosure about potential adju stment to the conversion/exercise prices to
be specific about how the conversion/exercise prices would be adjusted in the event of
certain subsequent security issuances or fis cal 2008 earnings falling below $0.154 per share.

Enzo Taddei, Chief Financial Officer
Logica Holdings
March 12, 2008 Page 6

 22. In connection with your disclo sure about conversion/exercise  price adjustments and other
terms of the preferred shares and warrants, discuss your need for additional financing and the efforts you have undertaken to obtain additi onal financing.  Provide information so that
investors can understand how your plans to ob tain additional financ ing could result in
adjustments to the conversion/exercise prices of the preferred shares  and warrants or the
issuance of additional securities to the selling shareholders.
 Plan of Distribution, page 22

 23. Tell us in your response letter whether any selling shareholde r is a broker-dealer or an
affiliate of a broker-dealer.  If a selling shareholder is a broker-dealer, identify such selling shareholder as an underwriter.  If either selli ng shareholder is an affiliate of a broker-dealer,
revise your statement in the fourth full pa ragraph on page 23 to state, if true:

• that such seller purchased in the ordinary course of business; and
• at the time of the purchase of the secu rities to be resold, the seller had no
agreements or understandings, directly  or indirectly, with any person to
distribute the securities.
 Part II

 Item 15.  Recent Sales of Unregistered Securities

 24. Please provide this disclosure for all securities you have issued  in unregistered transactions
in the last three years in this  disclosure.  For example, we  note that you have only included
common share issuances and you have not included  the issuances of the preferred stock and
warrants overlying the securities registered for resale pursuant to this registration statement.  Also include the names of the persons to whom the securities were sold to the extent you do
not already do so.  Refer to Regulation S-K Item 701.

* * *

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of  the amendment to exped ite our review.  Please
furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides
any requested information.  Detailed cover letters greatly facilitate our re view.  Please understand
that we may have additional comments after reviewing your amendments and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes al l information required under  the Securities Act of
1933 and that they have provided all information investors require for an informed investment
decision.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of  the disclosures they

Enzo Taddei, Chief Financial Officer
Logica Holdings
March 12, 2008
Page 7

have made.
Notwithstanding our comments, in the event the comp