SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
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                             JOEL D. MAYERSOHN, ESQ.
                                ROETZEL & ANDRESS
                                  P.O. BOX 9748
                         FORT LAUDERDALE, FLORIDA 33310
                                 (954) 462-4150

                                 August 21, 2008

United States Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 6010
450 Fifth Street, N.W.
Washington, DC  20549

     Re:  Dolphin Digital Media, Inc. (the "Company")
          Formerly Logica Holdings, Inc.
          Pre-Effective Amendment No. 1 to Form S-1 Registration Statement;
          Filed May 13, 2008; File No. 333-149143 (the "Registration Statement")

Dear Sir or Madam:

     On behalf of the Company, we hereby submit a response to the Comment Letter
issued by the Staff (the "Staff") of the Securities and Exchange Commission (the
"SEC") dated May 22, 2008. The Company's response below corresponds numerically
to the Comment Letter.

Prospectus Cover Page
---------------------

     1.   Please provide your stock price as of the most recent practicable
          date.

          We have included Pre-Effective Amendment No. 2 to Form S-1 (File No.
          333-149143) (the "Amendment") the Company's 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-affiliates. We note
          that you provide this information in your response to comment eight in
          our letter dated march 12, 2008.

          We have revised the "The Offering" section of Registration Statement
          to include that the shares being registered for resale under the
          Registration Statement constitute 24.69% of the Company's currently
          outstanding shares held by non-affiliates.

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 aggregate conversion
          discounts in this section of your prospectus along with your

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<CAPTION>

Division of Corporate Finance
August 21, 2008
Page 2

          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.

          We have moved the "Financing" subsection (which contains the
          discussion of the October 2007 financing) so that it is a subsection
          under the "Business - Corporate History" section of the Registration
          Statement.

          We have added a "Market Discount" subsection to the "Business -
          Corporate History" section of the Registration Statement and have
          included therein the following tabular disclosure (including the
          additional 300,000 shares issued in May 2008 to the investors at $0.10
          per share) as found in the Company's response to comment 17 in the SEC
          Comment Letter dated march 12, 2008.

          --------------------- --------------- ----------------- ----------------- --------------
          Description of          Market Price   Combined Market   Combined Price/      Total
            Securities            Per Share of    Price of the       Conversion/       Possible
                                   Underlying    Total Number of   Exercise Price    Discount to
                                 Securities on     Shares of        of the Total     Market Price
                                    Date of       Common Stock     Number of Shares
                                   Issuance       Underlying the   or Shares
                                                   Securities      Underlying the
                                                                   Securities (as
                                                                      applicable)
          --------------------- --------------- ----------------- ----------------- --------------
<S>       <C>                   <C>             <C>               <C>               <C>
          Series A Preferred     $1.25 (common        $781,250         $250,000        $531,250
          Stock 10/4/07             stock)
          --------------------- --------------- ----------------- ----------------- --------------
          Series A Preferred     $2.10 (common       $1,093,749        $250,000        $843,749
          Stock 11/7/07             stock)
          --------------------- --------------- ----------------- ----------------- --------------
          Common Stock           $1.25 (common        $812,500         $468,000        $344,500
          Purchase Warrants         stock)
          ($0.72 exercise
          price) 10/4/07
          --------------------- --------------- ----------------- ----------------- --------------
          Common Stock Purchase  $1.25 (common       $1,875,000       $1,500,000       $375,000
          Warrants ($1.00           stock)
          exercise price)
          10/4/07
          --------------------- --------------- ----------------- ----------------- --------------
          Common Stock (issued       $1.40            $262,500           $0.0          $262,500
          as Liquidated
          Damages under the
          Registration Rights
          Agreement)
          --------------------- --------------- ----------------- ----------------- --------------
          Common Stock 5/7/08        $0.76            $228,000          $30,000        $198,000

          --------------------- --------------- ----------------- ----------------- --------------
          TOTAL DISCOUNT:                                                             $2,554,999
          --------------------- --------------- ----------------- ----------------- --------------
</TABLE>

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Division of Corporate Finance
August 21, 2008
Page 3

Security Ownership of Certain Beneficial Owners and Management, page 19
-----------------------------------------------------------------------

     4.   Since T Squared Investments and T Squared Partners have the same
          principals, please explain why the shares owned by those entities
          should not be aggregated pursuant to Regulation S-K Item 403 (and the
          principles of rule 13d-3 under the Exchange Act).

          We have revised the "Security Ownership of Certain Beneficial Owners
          and Management" section of the Registration Statement to aggregate the
          shares owned by T Squared Investments and T Squared Partners.

     5.   Please tell us whether you have included the 487,500 shares issued to
          the investors in settlement agreements in the beneficial ownership
          table. If not, please include these shares or explain why you have
          excluded them.

          We have revised the "Security Ownership of Certain Beneficial Owners
          and Management" section of the Registration Statement to include the
          487,500 shares issued to the investors in settlement agreement in the
          beneficial ownership table.

     6.   Please indicate by footnote or otherwise the 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 shares issuable pursuant to preferred shares and
          warrants) and whether it is applied in the aggregate to the holdings
          of both T Squared entities.

          We have revised the "Security Ownership of Certain Beneficial Owners
          and Management" section of the Registration Statement by including the
          following footnote in the beneficial ownership table:

          "(4) The terms of the Designation of Preferences of the Series A
          Convertible Preferred Stock and the Common Stock Purchase Warrants
          limit the amount of shares of common stock issuable to T Squared
          Investments LLC and T Squared Partners LLC upon conversion of the
          Convertible Preferred Stock and upon exercise of common stock purchase
          warrants, respectively, such that the parties, together with their
          affiliates, may not upon such conversion or exercise, as the case may
          be, own collectively greater than 4.9% of the outstanding shares of
          common stock of the Company."

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 registration statement since you are not registering the
          maximum number 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 the registration rights agreement or related to the October 2007
          financing.

          We have revised the "Selling Stockholders" section of the Registration
          Statement to clarify that the company is obligated to file an
          additional registration statement since the Company is not
          registering, under the Registration Statement, the maximum number of
          shares of common stock underlying the preferred shares and warrants
          issued to the investors.

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Division of Corporate Finance
August 21, 2008
Page 4

                                                     Very truly yours,

                                                     /s/ Joel D. Mayersohn
                                                     ---------------------
                                                     Joel D. Mayersohn

Pursuant to Internal Revenue Service guidance, be advised that any federal tax
advice contained in this written or electronic communication, including any
attachments or enclosures, is not intended or written to be used and it cannot
be used by any person or entity for the purpose of (i) avoiding any tax
penalties that may be imposed by the Internal Revenue Service or any other U.S.
Federal taxing authority or agency or (ii) promoting, marketing or recommending
to another party any transaction or matter addressed herein.
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