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                              LOGICA HOLDINGS INC

VIA FAX 202-7729205
AND EDGAR

United States Securities and Exchange Commission
100 F Street, N.E., Stop 7010
Washington, D.C. 20549
Ms. Christine Adams
Telephone Number: 202-551-3363

Re:      Logica Holdings Inc
         Form 10-KSB for year ended December 31, 2006.
         Filed May 15, 2007

         Form 10-QSB for Quarter Ended June 30, 2007.
         File N0. 0-50621

Dear Ms. Adams,

Logica Holdings Inc has reviewed your comments and below has detailed each
comment followed by our response along with any additional requested
information.

Form 10-KSB for the Fiscal Year Ended December 31, 2006

Item 6. Management's Discussion and Analysis or Plan of Operation (page 16)

Results of Operations (page 19)

1.     We refer to the increase in travel sales of $115,234 from 2005 to 2006.
You state that the increase was due to travel sales of consumer rewards revenue.
It is not clear what you mean by "travel sales of consumer rewards." Please
explain. Further, based on your revenue recognition policy as described on page
F-9, revenue associated with your travel business represents commissions earned,
presented on net basis. Please tell us if the increase in revenue described in
this section is the commissions earned. If not, please explain in sufficient
detail to provide us with an understanding of the components of your reported
revenue.

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Comment 1 Response:

The reason why it is not clear as to what we meant by stating "travel sales of
consumer rewards." Is because, it was misstated and should have read as follows:

....."Sales of commission revenue"....

2      Please revise to describe the types of costs included in costs of sales.

Comment 2 Response:

The company's cost of goods is the cost of goods sold in On-line Shopper
operation and the redemption of rewards.

3      We note from your segment disclosures that the operating loss by segment
has changed significantly from 2005. In accordance with Item 303 of Regulation
5-B, revise to provide a discussion and analysis of your business as a whole and
by segments necessary to provide investors with a view of the business as seen
through the eyes of management. Clearly articulate the underlying drivers that
resulted in the material changes in operating income and loss for the periods
presented. Please also refer to and the Commission's Interpretive Release on
Management's Discussion and Analysis of Financial Condition and Results of
Operation on our website at: http://www.sec.gov/ruleslintem/33.8350.htm for
further guidance.

Comment 3 Response:

We propose to revise our MD&A to discuss the operations by segment as follows:

SEGMENT DISCUSSION

Rewards and Loyalty Program:
----------------------------

Revenue generated in the rewards program declined during the year by $2,169 from
$13,040 for the year ended December 31, 2005 to $10,871 for the year ended
December 31, 2006. The reduction in revenue is attributed to the Company
focusing on bank contracts and ignoring in-house programs. Although the rewards
program recorded reduced revenue during the year, the rewards and loyalty
segment remains the central focus of the company as the travel and online
shopping segments are largely dependent on the rewards programs for segment
revenue.

The loss for Rewards segment increased by $320,303 from $569,734 for the year
ended December 31, 2005 to $890,037 for the year ended December 31, 2006. The
increase in loss is mainly attributed to travel and salary costs incurred in
attempting to expand into Europe, together with accounting and legal costs
incurred in the company's SEC filings.

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The Company has spent considerable time and expense in attempting to establish a
loyalty and rewards program in Europe. While the Company has made important
inroads in Europe, it has not yet been successful in establishing permanent
relationships necessary to implement a loyalty and rewards program. The main
stumbling block in this regard has been the capital that the company requires to
move to the next level.

In order that the Company does not loose momentum on the progress made to date,
it plans to offer consulting services to interested groups (banks, retail stores
etc) who are looking to implement loyalty programs but lack expertise in
developing programs. It is hoped that this will allow the Company to maintain a
presence in Europe without incurring huge startup costs.
While the Company expects that the reward revenue will improve over the next
year, it does not expect that the segment will be profitable for the next year.

Travel:
-------

The Company offers normal travel agency services to both personal and corporate
customers. Travel sales are primarily derived through customers that are either
members of the company's reward program, or are customers who are enrolled in a
reward program that has supply agreements with the company. These agreements are
either with the HSBC Bank or The Commonwealth Bank of Australia. The company has
not relied on walk in traffic but has relied on bank flyers and mail-out
specials to generate revenue. Most of the travel business is either done on-line
or over the telephone. Product sales include airline tickets, hotel and car
rental reservations, vacation packages and custom tours. The Company plans to
expand the travel business by increasing product awareness, particularly in
overseas destinations where margins are better and by relocating premises to
bring in walk-in traffic.

Commission sales for the year increased by $115,234 from $154,154 for the year
ended December 31, 2005 to $$269,388 for the year ended December 2006. The
company competes with other travel service providers for this bank business.

Earnings for the year improved by $208,864 from a loss of $130,902 for the year
ended December 31, 2005 to a profit of $77,962 for the year ended December 31,
2006. The improved earnings was due to an improvement in sales revenue while
maintaining lower staffing levels. The banking contracts have allowed the
company to reduce advertising and promotional costs during the first year. The
company was also able to reduce its telephone and server costs. The Company
hopes to increase future by expanding its advertising though it's banking
arrangements and by moving premises to attract walk-in traffic.

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On-Line Shopping:
-----------------

The on-lone shopping segment of the company sells electronics, games, linens and
small appliances online or over the telephone. The on-line shopping segment of
the company targets members of the Company's rewards program members, and also
supplies product to other rewards programs. These programs include programs run
by HSBC bank and The Commonwealth Bank of Australia. Product is purchased
through wholesale suppliers and buying clubs. Sales are also derived through
point redemption by members of rewards programs.

Revenues for the year reduced by $51,881 from $162,733 for the year ended
December 31, 2005 to $214,614 for the year ended December 31, 2006. The increase
was mainly due to preferred status sales made through customers enrolled in bank
credit card promotions. These sales are a result of contracts that the company
has with both HSBC and Commonwealth Banks of Australia. The contracts provide
for the company to submit travel advertisements in the banks monthly and
quarterly mail-outs and invites access to other promotional methods like banking
hall displays, ATM screen advertising and TV adverts. Most of these promotions
are tied to the banks VISA and MasterCard promotions.

The loss for the year increased by $24,165 from a profit of $1,685 for the year
ending December 31, 2005 to a loss of $22,480 for the year ended December 31,
2006. The increase in the loss was mainly due to an increase in the cost of
goods sold ratio. This increase was a result of the product mix sales which
favored electronic goods which have a lower gross margin.

The company plans to grow the online shopper segment by advertising through the
internet and through the VISA and MasterCard relationships.

The company expects sales and earnings in the segment to improve once the
rewards program expands.

4.     We note from your disclosures on page 20 that you intend to expand your
loyalty and rewards program in the future. It is not clear; however, why
management intends to deploy its resources on a segment of its business that
reported minimal revenue and accounted for more than the majority of the losses
in 2006. Please revise to describe in better detail the most important matters
on which a company's executives focus in evaluating financial condition and
operating performance and provide the context for the discussion and analysis of
the financial statements.

Comment 4 Response:

The Company believes that the central focus of its operations is its reward and
loyalty programs. The expansion of loyalty reward programs creates opportunities
for businesses that offer reward redemption services. These businesses have
historically either been travel or merchandise operations. By having both a
travel agency and an online merchandise facility in house, the company is able
to benefit through reward redemptions (both travel and product), and also able

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to play a key role in sales through other reward programs, particularly
preferred bank partners. In addition, the company sees its expansion (both
nationally and internationally) through contracts with reward programs and
partners who operate reward programs. Management would like to expand into a
market that is substantially larger that the Australian market where economies
of scale make it difficult to be profitable.

The loyalty rewards program incurred substantial losses during the year, mainly
because the company invested a substantial amount of time and costs in trying to
establish itself in the European market. The Company has made good inroads in
this regard, but will need to invest further funding into this market if it is
to setup operations in Europe and North America.

Location of Auditor

5. Tell us why your audit report was signed by an audit firm based in Toronto,
Canada. Please note that in accordance with Article 2 of Regulation S-X, we
believe that the audit report of a registrant (that is not a foreign private
issuer) should ordinarily be rendered by an auditor licensed in the United
States. Please refer to section 5.1 of "International Reporting and Disclosure
Issues in the Division of Corporation Finance" on the Commission's website at
http://www.sec.govIdivisions/corpfin/intematl/issues1004.htm for further
guidance.

Comment 5 Response:

The Company engaged SF as our auditors based on its experience and expertise in
auditing Canadian companies listed in the US, knowledge of US GAAP and GAAS, and
the standards of the PCAOB and the unique challenges which the engagement
presented.

SF became registered with the Public Company Accounting Oversight Board
("PCAOB") on November 13, 2003.

The audit work was conducted in Canada. The Company operates primarily online,
has no store fronts and no bricks and mortar locations from which it conducts
its operations. The original bookkeeping is completed by a bookkeeper in
Australia who then transfers the books and records to the acting CFO who is
located in Canada. The CFO reviews the accounting records, prepares the
financial statements and provides a package to SF to audit including all source
documents required by SF to complete the audit. All inquires and meetings and

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discussions were conducted or communicated either in person, via conference
calls, e-mails or fax.

The audit was conducted by a Partner of the firm in accordance with the
standards of the PCAOB and US GAAS and was subject to the firm's standard
quality control reviews and procedures which included a concurring review
performed by a Partner of the US firm Davis Accounting Group, P.C. located in
Cedar City, Utah, United States.

In view of the foregoing and as Article 2 of Regulation S-X does not
specifically preclude audit firms in these circumstances from being appointed as
auditors, the Company believes that SF is adequately qualified to conduct the
audit of the registrant in compliance with this Article.

Please note that subsequent to year-end, the Company sold its wholly-owned
interests in its Australian subsidiaries and the Company is now located in and
operates out of Toronto, Ontario, Canada as filed in Form 8-K on October 5,
2007.

6.     We note that your audit report was signed by an audit firm based in
Toronto, Canada. Ask your auditors, and tell us where the majority of the audit
work was conducted and how they concluded that it was appropriate to include an
audit report issued by an auditor licensed in Canada considering that all of
your operations were in Australia.

Comment 6 Response:

The audit work was conducted in Canada. SF was able to obtain sufficient and
appropriate audit evidence with which to render an opinion. The Company operates
primarily online, has no store fronts and no bricks and mortar locations from
which it conducts its operations. The original bookkeeping is completed by a
bookkeeper in Australia who then transfers the books and records to the acting
CFO who is located in Canada. The CFO reviews the accounting records, prepares
the financial statements and provides a package to SF to audit including all
source documents required by SF to complete the audit. All inquires and meetings
and discussions were conducted or communicated either in person, via conference
calls, e-mails or fax.

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Please note that subsequent to year-end, the Company sold its wholly-owned
interests in its Australian subsidiaries and the Company is now located in and
operates out of Toronto, Ontario, Canada as filed in Form 8-K on October 5,
2007.

Notes to Consolidated Financial Statements

Note 3. Summary of Significant Accounting Policies (page F-8)

(f) Revenue Recognition (page F-9)

7.     We note your revenue recognition policy associated with the consumer
reward points program. We note from your disclosures beginning on page 4 that
you invoice the merchant members monthly for the dollar value associated with
the points earned by program members. In note 3, you state that you recognize
commission income from the participating vendors when points have been requested
to be redeemed by the participating vendor's customer and collectibility is
reasonably assured. The chronological order of events in the earnings process
and your related revenue recognition policy are not clear. Please describe for
us in sufficient detail the process and your basis for determining when the
revenue recognition criteria set forth in SAB Topic l3 .A.

Comment 7 Response:

The following is an explanation of the revenue recognition process associated
with the consumer reward points program. There are three parties involved in the
revenue recognition process of the consumer reward points program (the
"program"). They are the Company, the participating merchant members (the
"vendors") and the participating merchant member's customers (the "members").

The Company's management contacts potential vendors seeking to create a
partnership with them to distribute reward points. When a vendor agrees to
distribute the reward points, an agreement is drawn up and signed between the
Company and the vendor (this signifies that persuasive evidence of an
arrangement exists). The amount of commission to be charged per reward point
distributed is determined at that time (this signifies that the seller's price

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is fixed or deter