SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720            May 22, 2008   Enzo Taddei Chief Financial Officer Logica Holdings, Inc. 82 Avenue Road Toronto, Ontario, Canada M5R 2H2

 Re: Logica Holdings, Inc.
  Amendment No. 1 to Registra tion Statement on Form S-1
  Filed May 13, 2008
  File No. 333-149143

Dear Mr. Taddei:
We have limited our review of the above fili ng to the matters set forth in the comments
below.  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 comment is
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing this information, we may or may not raise additional comments.  We welcome any questions you may have  about our comments or  any other aspect of
our review.  Feel free to call us at the tele phone numbers listed at th e end of th is letter.

Prospectus Cover Page

1. Please provide your stock price as of  the most recent practicable date.
 Prospectus Summary, page 1

 The Offering, page 3

 2. Please indicate the percentage that the shares registered for resale represent of your
outstanding shares held by non-aff iliates.  We note that you provide this information in your
response to comment eight in our letter dated March 12, 2008.

Enzo Taddei, Chief Financial Officer
Logica Holdings
May 22, 2008 Page 2

 Business, page 11

 Corporate History, page 14

3. We note your response to comment 17 in our letter dated March 12, 2008.  Please include
such tabular disclosure of a ggregate conversion discounts in th is section of your prospectus
along with your discussion of the October 2007 financing.  Also, please include the
additional 300,000 shares issued in May 2008 to the investors at $0.10 per share.
 Security Ownership of Certain Beneficial Owners and Management, page 19

 4. Since T Squared Investments and T Squared Pa rtners have the same principals, please
explain why the shares owned by those entiti es should not be aggregated pursuant to
Regulation S-K Item 403 (and the principles of Rule 13d-3 under the Exchange Act).
 5. Please tell us whether you have included th e 487,500 shares issued to the investors in
settlement agreements in the beneficial ownershi p table.  If not, please  include these shares
or explain to us why you have excluded them.

6. Please indicate by footnote or otherwise th e significance of 4.9% beneficial ownership
limitation on the investors’ holdings.  For example,  explain whether this applies to all shares
held by the investors (or just sh ares issuable pursuant to pref erred shares and warrants) and
whether it is applied in the aggregate to  the holdings of both T Squared entities.

Selling Stockholders, page 20

 7. We note your description of the registration rights agreement on pages 20 and 21.  Please
clarify whether you are obligated  to file an additional regi stration statement since you are
not registering the maximum nu mber of shares of common stock underlying the preferred
shares and warrants issued to the investors.  Although this appears to  be the case, it is
unclear since you issued additional shares to the investors in settlement of any future action
for liquidated damages under th e registration rights  agreement or related to the October
2007 financing.

* * * *

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 supplemental information.  Detailed cover letters greatly fa cilitate our review.
Please understand that we may have additional comments after reviewing your amendment and
responses to our comments.

Enzo Taddei, Chief Financial Officer
Logica Holdings
May 22, 2008
Page 3

You may contact John Harringt on, Attorney-Adviser, at 202- 551-3576, or Kathleen Krebs,
Special Counsel, at 202-551-3350, with any questions.

     S i n c e r e l y ,

        / s /  L a r r y  S p i r g e l
        A s s i s t a n t  D i r e c t o r

cc: Joel D. Mayersohn, Esq.  Arnstein & Lehr, LLP
Via facsimile: (954) 713-7714