SecProbe.io

December 9, 2014

Mark Elliott
Chief Executive Officer
Logical Choice Corporation
1045 Progress Circle
Lawrenceville, Georgia 30043

Re: Logical Choice Corporation
Draft Registration Statement on Form S -1
Submitted November 12, 2014
  CIK No. 0001624512

Dear Mr. Elliott :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendm ent is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. It appears that you intend to conduct this offering on a firm commitment basis.  Please
provide all of the disclosure required by Item 508 of Regulation S -K in your next
amendment, including the identity of the underwriter(s), or provide a full explanati on of
why the information cannot be included at this time.

2. Please provide all Regulation S -K disclosure required by Form S -1.  We note, for
example, that you have entirely omitted the disclosure s required by Items  402 and 505 of
Regulation S -K.

Mr. Mark Elliott
Logical Choice Corporation
Decembe r 9, 2014
Page 2

 Expla natory Note, page 1

3. Please revise to remove the implication that you do not know what assumptions about
general economic growth you used when preparing your internal forecasts.

Special Note Regarding Forward -Looking Statements, page 2

4. Please note that n either Section 27A of the Securities Act of 1933 nor Section 21E of the
Securities Exchange Act of 1934 apply to initial public offerings.  Please revise to
remove references to these statutes.

Prospectus Summary, page 3

5. Please provide a discussion of your current business and a brief history of your operations
prior to the proposed transaction s involving  Genesis, Boxlight and Globisens.

6. Please tell us why you believe it is appropriate to include pro forma line item financial
results in your summary,  in light of the complex nature of the structure of and accounting
for your anticipated acquisitions.

7. Please revise your summary so that it is clear what portion of the discussion covers your
present business and what portion relates to your proposed acqu isitions.  Make similar
revisions throughout.

8. Please revise the second -to-last paragraph on page 3 to specify , if material,  the
percentage of revenues accounted for on a consolidated basis by Boxlight’s contract
manufacturing for brand -name equipment suppliers.

Our History and Proposed Acquisitions, page 6

9. Please revise to clarify, if true, that the shares to be issued  in the transactions conducted
with Genesis, Boxlight, and Glob isens will be unregistered.  If so, please also provide
your analyses of the Securities Act exemptions applicable to each step of the  transactions.

10. Please clarify whether the closings of the Genesis, Boxlight and Globisens transactions
are dependent upon each other.

11. Please clarify whether the four former members of Genesis were issued 1,000,00 0 shares
of your company’s Series B Preferred Stock upon f iling of this registration statement or if
the shares will be issued only upon completion of the offering.

12. Please consider providing a graphical representation of your proposed post transaction
structure, to the extent that you believe it will aid an inv estor in understanding your
proposed business.

Mr. Mark Elliott
Logical Choice Corporation
Decembe r 9, 2014
Page 3

13. We note throughout the filing that you refer to the acquisition of Boxlight and you also
refer to the same transaction as the acquisition of Everest Display Inc. In order to provide
greater clarity to the re ader, please revise the filing throughout to consistently refer to this
transaction in the same manner, either as the acquisition of Boxlight or as the acquisition
of Everest Display.

Acquisition of Boxlight, page 7

14. Please d isclose the performance or mil estone which provides  the basis for the issuance of
1,028,000 bonus shares. In addition, please identify the recipients of the bonus shares.

Our Corporate Information, page 8

15. Please supplementally provide us with copies of all written communications, as  defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

16. We note your disclosure that you qualify as an “emerging growth company” as defined in
the Jumpstart Our Business Startups Act. Please revise the filing to disclose your election
as to the extended transition period provided in Securities Act Section 7(a)( 2)(B) for
complying with new or revised accounting standards.

We operate in a highly competitive industry, page 11

17. Please tell us how you determined which competitors to name in your prospectus. In this
regard, please note that we do not consider name recognition to be a sufficient basis for
identifying a customer in your prospectus.

Our future sales of interactive displays in developed markets…, page 13

18. Please reconcile your disclosure that market saturation may have already o ccurred with
your disclo sure elsewhere in the prospectus regarding expan ding market opportun ities.
Make revisions throughout the prospectus , as appropriate.

Our suppliers may not be able to supply…, page 13

19. Please expand your disclosure in the appropriate section to discuss th e material terms of
your supply agreements, such as duration of the agreements and the ability to terminate
the agreements.  Also, clarify which suppliers have not delivered components in a timely
manner. In addition, clarify whether the difficulties with these suppliers has been
resolved.

Mr. Mark Elliott
Logical Choice Corporation
Decembe r 9, 2014
Page 4

An affiliate is in liquidation, page 15

20. Please provide us with your analysis as to why the liquidation process will not impact the
contribution of assets (i.e., shares) to your company by Vert Capital Corporation and/or
outstanding credit agreements involving Vert Capital, its affiliates and the company.    In
addition, quantify the potential creditor claims if possible.

Risks Related to our Foreign Operations, page 15

21. Please tell us what consideration you have given t o describing risks specific to Chinese
and Israeli operations, in light of your planned acquisition of operations in those
countries.

Capitalization, page 24

22. Please reconcile your disclosure of your historical shares outstanding as of June 30, 2014
to LCC’s historical shares outstanding on page F -72.

Unaudited Pro Forma Combined Financial Statements, page 26
Notes to Unaudited Pro Forma Combined Financial Statements, page 30

23. Please explain to us why you have not reflected any pro forma adjustments to reflect the
tax impact of the pro forma adjustments.

24. We note from pages 27 and 28 that you have 27,191,493 of pro forma weighted average
common shares outstanding for the year e nded December 31, 2013 and six months ended
June 30, 2014. Please revise your filing to disclose how you determined the pro forma
weighted average number of common shares outstanding for the aforementioned periods.

(2)  Stock Option Expense, page 30

25. We n ote that you have taken the average historical volatility of a group of comparable
publicly traded companies over a period equal to the expected life of the options.  Please
describe to us in greater detail the nature of the comparable publicly traded comp anies
you selected and the basis for your conclusion to select those companies. Discuss how
you considered factors such as industry, stage of life cycle, size and financial leverage
when selecting the comparable companies. Refer to paragraphs 718 -10-55-36 and 37 of
the FASB Accounting Standards Codification and Question 6 in SAB Topic 14.D.1.

(3)  Amortization of Intangible Assets, page 31

26. Please refer to adjustments (3) and (4). Please revise your filing to explain in more detail
how you determined that  each of your patents, customer lists and customer relationship

Mr. Mark Elliott
Logical Choice Corporation
Decembe r 9, 2014
Page 5

 intangible assets have a useful life of ten years.  Within your discussion, please clarify
what you mean by “consumer awareness” and what other economic factors you
considered in making this d etermination. Please also revise your disclosures to clarify
how “customer relationships” and “customer lists” represent separate identifiable
intangible assets.

(6)  Purchase Price Allocation, page 32

27. Please revise your filing to explain in more detai l how you determined that your stock
offering price is $1.34 price per share.

28. We note that you plan to account for the acquisition of Everest Display Inc. using the
acquisition method of accounting and considered Logical Choice Corporation to be the
acquiring entity.  Please provide us with your detailed analysis of all of the factors noted
in FASB ASC 805 -10-55-11 through 805 -10-55-15 in determining the accounting
acquirer. In connection with this analysis, please also tell us whether any Everest Displa y
shareholders are related parties to Logical Choice or Vert Capital.

29. We note that you will account for your acquisition of Genesis using the acquisition
method of accounting. We note that Genesis is owned by Vert Capital Corp., which is
also your primary  stockholder. Please provide us with your detailed analysis of the
relevant accounting literature that supports your proposed accounting for the transaction.
Explain to us how you considered the fact that LCC and Genesis appear to be entities
under common control in determining the proper accounting for the proposed transaction.
Refer to the guidance in paragraphs FASB ASC Topic 805 -50-5-5 and 50 -25-2.

(7)  Issuance of Common Shares in Exchange of Shares of Companies Acquired, page 32

30. We note you are issu ing 17,190,000 shares in connection with the proposed transactions.
In order to enhance an investor’s understanding, please revise your filing to describe how
you determined the amount of shares to be issued for each of these planned transactions.

(8)  C ash Received from IPO, page 32

31. Please explain to us why you are including the assumed net offering proceeds within your
pro forma financial statements.  Please also explain how you determined that the net
offering proceeds would be $13 million.

Managemen t’s Discussion and Analysis of Financial Condition and Results of Operations, page
36

32. We note here and throughout the filing that you included non -GAAP measures entitled
“pro forma EBITDA” and “pro forma adjusted EBITDA” for the year ended December
31, 20 12. However, you have not provided the required reconciliation of these measures

Mr. Mark Elliott
Logical Choice Corporation
Decembe r 9, 2014
Page 6

 to the most directly comparable measure calculated in accordance with GAAP for the
year ended December 31, 2012. Please revise to include the disclosures required by Item
10(e) of Regulation S -K or to remove these non -GAAP measures from your filing.

33. We note that your discussion throughout Management’s Discussion and Analysis is based
on the unaudited pro forma financial statements that give effect to the acquisitions of
Everes t Display, Genesis and Globisens and includes the year ended December 31, 2012.
We further note that you have properly not presented pro forma financial statements for
that period in accordance with Rule 8 -05 of Regulation S -X. Please explain to us in
greater detail why you believe it is appropriate to present MD&A based on pro forma
results for the year ended December 31, 2012 when such pro forma financial statements
are not included in the filing. Otherwise, revise your filing to only discuss the pro form a
financial results for the year ended December 31, 2013 and the six months ended June 30,
2014 and 2013.

Business, page 46

34. Please substantially revise this section to separately provide the information required by
Item 101(a) of Regulation S -K for  your company and for each of your proposed
acquisition candidates .  Your revised disclosure should distinguish between your existing
business (including , for example, your current product offerings, historical development,
property, intellectual property and employees) and that of your acquisition targets.

35. Please  provide, where appropriate, an expanded discussion of your integration strategy.

Competition, page 56

36. Please provide an expanded discussion of the competitive landscape.  Your discussion
should address similar products on the market , market penetration and alternative
competing technologies, if any.

Principal Stockholders, page 62

37. The text of footnote (2) does not seem to relate to the holdings of Mr. Henry Nance.
Please revise or advis e.

Everest Display, Inc.
Audited Financial Statements, page F -15
Note 1.  Nature of Operations, Basis of Presentation and Accounting Policies, page F -20
-Revenue Recognition, page F -6

38. We note from page 6 and throughout the filing that you use resellers a nd distributors to
sell your product.  Please revise your disclosures to describe the key terms of your sales
arrangements for each of the products or groups of similar products you sell.  Please also

Mr. Mark Elliott
Logical Choice Corporation
Decembe r 9, 2014
Page 7

 separately describe these arrangements including any sp ecial pricing incentives, rights of
return or other post -shipment obligations that may exist in these arrangements. Explain at
what point in the earnings process you recognize revenue and tell us how you meet the
criteria in SAB Topic 13 to recognize reven ue at that point.

Note 10.  Commitment and Contingencies, page F -13

39. We note your disclosures related to your trademark agreement with Mr. Myers including
an amendment that you entered into in October 2014.  Please explain to us why you have
included a $2 50,000 intangible, net of accumulated amortization and a corresponding
liability of $250,000 in your consolidated balance sheet.  Explain how an amendment in
October 2014 impacted your financial statements as of and for the year ended December
31, 2013.  C ite the accounting literature relied upon and how you applied it your
situation.

Globisens Ltd.
Audited Financial Statements, page F -42
Report of Independent Public Accounting Firm, page F -42

40. Please have your independent accountants revise its audit report to reference the
Statements of Operations and Comprehensive Income and Statement of Changes in
equity for the years ended December 31, 2013 and 2012 that is included in the filing on
page F -44.  Refer to the guidance in paragraph 8 of AU Section 508 .

Note 8.  Commitments and Pledges, page F -52

41. We note that you have entered into an agreement with an insurance company for
indemnity damages incurred due to a failure of customer debt repayment.  Please revise
the filing to provide more details regardin g this commitment, including any amounts
recorded in your financial statements and how you are accounting for this agreement.

Genesis Collaboration, LLC, page F -55
Audited Financial Statements, page F -62
Note 1.  Organization and Significant Accounting Po licies, page F -67
-Revenue Recognition, page F -68

42. We note from page 6 and throughout the filing that you use resellers and distributors to
sell your product.  Please revise your filing to explain the key terms of your sales
arrangements for each of the pr oducts or grou