SecProbe.io

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 DOLPHIN ENTERTAINMENT,
INC
50 Alhambra Circle, Suite 1200,

 Coral Gables, Florida 33134

 November 26, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 100 F Street N.E.

 Washington, D.C. 20549

 Attn: Nicholas Nalbantian

 Re: Dolphin Entertainment, Inc.

 Request for Acceleration of Registration Statement on Form S-1

 File No. 333-290727

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Dolphin Entertainment, Inc., a Florida corporation (the " Company "), hereby
requests acceleration of the effectiveness of its Registration Statement on Form S-1 (File No. 333-290727), filed with the U.S. Securities
and Exchange Commission on October 3, 2025, to 5:30 P.M. ET on December 1, 2025 or as soon thereafter as practicable.

 Please direct any questions
or comments regarding this filing to Clayton E. Parker, Esq. at (305) 794-6293 of K&L Gates LLP, legal counsel to the Company.

 Sincerely,

 /s/ William O'Dowd, IV

 William O'Dowd, IV
 Chief Executive Officer

July 9, 2024
Mirta Negrini
Chief Financial Officer
Dolphin Entertainment, Inc.
150 Alhambra Circle, Suite 1200
Coral Gables, FL 33134
Re:Dolphin Entertainment, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-38331
Dear Mirta Negrini:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Correspondence

DOLPHIN ENTERTAINMENT, INC.

150 Alhambra Circle, Suite 1200

Coral Gables, Florida 33134

July 1, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F. Street, N.E.

Washington, DC 20549

Attention:  Suying Li

                                                                                Angela Lumley

 Re: Dolphin Entertainment, Inc.

Form 10-K for Fiscal Year Ended December 31, 2023

File No. 001-38331

Dear Ms. Li and Ms. Lumley:

Dolphin Entertainment, Inc.
(the “Company”) is responding to the comment letter dated June 17, 2024 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filing. For your
convenience, we have reproduced the Staff’s comment below in bold, followed by the Company’s response.

Form 10-K for Fiscal Year Ended December 31, 2023

Consolidated Statements
of Cash Flows, page F-6

 1. Please tell us how you determined the payment of interest to related party
represents a cash outflow for financing activities, as opposed to operating activities. Refer to ASC 230-10-45-17(d).

In
response to the Staff’s comment, we have reviewed the guidance referenced above and have reconsidered our initial presentation.
After further evaluation, we have concluded that the payment of interest to related party represents a cash outflow from operating activities
and not a financing activity, and should be presented as such in our consolidated statements of cash flows following the above referenced
guidance. The Company believes the misstatement is immaterial and plans to correct this presentation prospectively in the comparative
period of all financial statements for the fiscal year ended December 31, 2024.

July 1, 2024

Page
2

General

 2. Please tell us how you met the requirements for not furnishing your May
14, 2024 earnings release titled "Dolphin Entertainment Q1 2024 Revenue Increases 54% Year over Year to a Record $15.2 Million,
and Reports Positive Adjusted Operating Income of $1.0 Million Compared to an Adjusted Operating Loss of $1.9 Million in Q1 2023"
in an Item 2.02 Form 8-K. For example, the earnings information provided in this earnings release does not appear to have been
previously disclosed in a Form 10-K, Form 10-Q or Item 2.02 Form 8-K.

The Company respectfully acknowledges the Staff’s comment.
We intend to furnish future earnings releases in an Item 2.02 Form 8-K.

 3. In your earnings release dated May 14, 2024, you discuss the changes in
Adjusted Operating Income, a non-GAAP measure, without a discussion of the changes in its most directly comparable GAAP measure. Please
tell us how you considered the guidance in Rule 100(a) of Regulation G and Question 102.10(a) of the Non-GAAP Financial Measures
Compliance and Disclosure Interpretations.

The
Company respectfully acknowledges the Staff’s comment. In the future, to the extent the Company provides a non-GAAP measure in any
document filed with the Commission or in any earnings release, such measure will be preceded by the most directly comparable GAAP measure,
presented with equal or greater prominence.

If
you have any additional questions or comments, please do not hesitate to contact me at (305) 774-0407 or mirta@dolphinentertainment.com

Very truly yours,

	/s/ Mirta Negrini

	Mirta
Negrini

	Chief Financial Officer

cc: Clayton E. Parker, K&L Gates
LLP

United States securities and exchange commission logo
June 17, 2024
Mirta Negrini
Chief Financial Officer
Dolphin Entertainment, Inc.
150 Alhambra Circle, Suite 1200
Coral Gables, FL 33134
Re:Dolphin Entertainment, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-38331
Dear Mirta Negrini:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Consolidated Statements of Cash Flows, page F-6
1.Please tell us how you determined the payment of interest to related party represents a
cash outflow for financing activities, as opposed to operating activities. Refer to ASC 230-
10-45-17(d).
General
2.Please tell us how you met the requirements for not furnishing your May 14, 2024
earnings release titled "Dolphin Entertainment Q1 2024 Revenue Increases 54% Year
over Year to a Record $15.2 Million, and Reports Positive Adjusted Operating Income of
$1.0 Million Compared to an Adjusted Operating Loss of $1.9 Million in Q1 2023" in an
Item 2.02 Form 8-K. For example, the earnings information provided in this earnings
release does not appear to have been previously disclosed in a Form 10-K, Form 10-Q or
Item 2.02 Form 8-K.

3.In your earnings release dated May 14, 2024, you discuss the changes in Adjusted
Operating Income, a non-GAAP measure, without a discussion of the changes in its most

 FirstName LastNameMirta Negrini
 Comapany NameDolphin Entertainment, Inc.
 June 17, 2024 Page 2
 FirstName LastName
Mirta Negrini
Dolphin Entertainment, Inc.
June 17, 2024
Page 2
directly comparable GAAP measure. Please tell us how you considered the guidance
in Rule 100(a) of Regulation G and Question 102.10(a) of the Non-GAAP Financial
Measures Compliance and Disclosure Interpretations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Suying Li at 202-551-3335 or Angela Lumley at 202-551-3398 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Correspondence

DOLPHIN ENTERTAINMENT, INC.

150 Alhambra Circle, Suite 1200

Coral Gables, FL 33134

August 1, 2023

VIA EDGAR

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attn: Rucha Pandit

Re:  Dolphin Entertainment, Inc.

                                                                                Request for Acceleration of Registration Statement on Form S-3

                                                                                Filed on July 25, 2023

                                                                                File No. 333-273431

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Dolphin Entertainment, Inc., a Florida corporation (the “Company”), hereby
requests acceleration of the effectiveness of its Registration Statement on Form S-3 (File No. 333-273431), filed with the U.S. Securities
and Exchange Commission on July 25, 2023, to 4:00PM ET on August 3, 2023 or as soon thereafter as practicable.

Please direct any questions
or comments regarding this filing to Erin L. Fogarty at (305) 539-3385 of K&L Gates LLP, legal counsel to the Company.

    Sincerely,

        /s/	William O’Dowd

    Name: William O’Dowd

    Title: Chief Executive Officer

United States securities and exchange commission logo
July 31, 2023
Mirta Negrini
Chief Financial Officer
Dolphin Entertainment, Inc.
150 Alhambra Circle, Suite 1200
Coral Gables, FL 33134
Re:Dolphin Entertainment, Inc.
Registration Statement on Form S-3
Filed July 25, 2023
File No. 333-273431
Dear Mirta Negrini:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rucha Pandit at (202) 551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Erin Fogarty

United States securities and exchange commission logo
September 13, 2022
Bill O’Dowd
Chief Executive Officer
Dolphin Entertainment, Inc.
150 Alhambra Circle, Suite 1200
Coral Gables, FL 33134
Re:Dolphin Entertainment, Inc.
Registration Statement on Form S-1
Filed on September 8, 2022
File No. 333-267336
Dear Mr. O’Dowd:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Janice Adeloye at 202-551-3034 or Taylor Beech at 202-551-4515 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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DOLPHIN ENTERTAINMENT, INC.

150 Alhambra Circle, Suite 1200

Coral Gables, FL 33134

September 13, 2022

VIA EDGAR

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attn: Janice Adeloye and Taylor Beech

 Re: Dolphin Entertainment, Inc.

   Request for Acceleration of Registration Statement on Form S-1

   Filed on September 8, 2022

   File No. 333-267336

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Dolphin Entertainment, Inc., a Florida corporation (the “Company”), hereby requests
acceleration of the effectiveness of its Registration Statement on Form S-1 (File No. 333-267336), filed with the U.S. Securities
and Exchange Commission on September 8, 2022, to 4:00PM ET on September 15, 2021 or as soon thereafter as practicable.

Please direct any questions
or comments regarding this filing to Clayton Parker, Esq. at (305) 794-6293 of K&L Gates LLP, legal counsel to the Company.

    Sincerely,

    /s/ William O’Dowd

    Name: William O’Dowd

    Title: Chief Executive Officer

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Acceleration Request

DOLPHIN ENTERTAINMENT, INC.

150 Alhambra Circle, Suite 1200

Coral Gables, FL 33134

September 2, 2021

VIA EDGAR

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attn: Ms. Jacqueline Kaufman

Re:

Dolphin Entertainment, Inc.

Request for Acceleration of Registration Statement on Form S-3

File No. 333-259132

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Dolphin Entertainment, Inc., a Florida corporation (the “Company”), hereby requests acceleration of the effectiveness of its Registration Statement on Form S-3 (File No. 333-259132), filed with the U.S. Securities and Exchange Commission on August 27, 2021 to 4:00PM ET on September 7, 2021 or as soon thereafter as practicable.

Please direct any questions or comments regarding this filing to Clayton Parker, Esq. at (305) 794-6293 of K&L Gates LLP, legal counsel to the Company.

 Sincerely,

 /s/ William O’Dowd, IV

 Name: William O’Dowd, IV

 Title: Chief Executive Officer

United States securities and exchange commission logo
September 1, 2021
William O’Dowd
Chairman, President and Chief Executive Officer
Dolphin Entertainment, Inc.
150 Alhambra Circle, Suite 1200
Coral Gables, FL 33134
Re:Dolphin Entertainment, Inc.
Registration Statement on Form S-3
Filed August 27, 2021
File No. 333-259132
Dear Mr. O’Dowd:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jacqueline Kaufman at 202-551-3797 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Acceleration Request

Dolphin Entertainment, Inc.

2151 Le Jeune Road, Suite 150-Mezzanine

Coral Gables, FL 33134

February 8, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:

Joshua Shainess, Attorney-Adviser

Re:

Dolphin Entertainment, Inc.

Registration Statement on Form S-3

Filed February 2, 2018

File No. 333-222847

Dear Mr. Shainess:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Dolphin Entertainment, Inc. hereby requests acceleration of the effective date of the above-referenced registration statement so that it may become effective at 5:00 p.m., Eastern Standard Time on February 12, 2018, or as soon as practicable thereafter.

 Very truly yours,

 Dolphin Entertainment, Inc.

 By:

 /s/ William O’Dowd, IV

 Name:

 William O’Dowd, IV

 Title:

 Chairman, President and Chief Executive Officer

cc:

Drew M. Altman, Esq.

Greenberg Traurig, P.A.

February 7, 2018
William ODowd, IV
Chairman, President and Chief Executive Officer
Dolphin Entertainment, Inc.
2151 Le Jeune Road, Suite 150-Mezzanine
Coral Gables, FL 33134
Dolphin Entertainment, Inc.
Registration Statement on Form S-3
Filed February 2, 2018
File No. 333-222847Re:
Dear Mr. ODowd, IV:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Shainess, Attorney-Adviser, at (202) 551-7951 with any questions.
Division of Corporation Finance
Office of Telecommunications

January 11, 2018
William O’Dowd, IV
Chief Executive Officer
Dolphin Entertainment, Inc.
2151 LeJeune Road, Suite 150-Mezzanine
Coral Gables, FL 33134
Dolphin Entertainment, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2016
Filed April 17, 2017
File No. 000-50621Re:
Dear Mr. O’Dowd:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence by the staff.
Division of Corporation Finance
Office of Telecommunications

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Response Letter

January 9, 2018

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn:

Joshua Shainess, Attorney-Adviser

Re:

Dolphin Entertainment, Inc.

Form 10-K for Fiscal Year Ended December 31, 2016

Filed April 17, 2017

Form 10-Q for Quarterly Period Ended September 30, 2017

Filed November 17, 2017

File No.  000-50621

Dear Mr. Shainess:

On behalf of Dolphin Entertainment, Inc. (the “Company”), we hereby respond to the Staff’s comment letter, dated December 19, 2017, regarding the Company’s Form 10-K and Form 10-Q, referenced above.  Please note that for the Staff’s convenience, we have recited the Staff’s comments and provided the Company’s responses to the comments immediately thereafter.

Form 10-Q for the Quarterly Period Ended September 30, 2017

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview, page 20

1.

We note your claim that "[p]rior to its acquisition, 42West was the largest independently- owned public relations firm in the entertainment industry." Tell us your support for such assertion.

The Company will amend the above sentence in future Exchange Act filings with the Commission as follows:

“Prior to its acquisition, 42West grew to become one of the largest independently-owned public-relations firms in the entertainment industry.”

 ALBANY

AMSTERDAM

ATLANTA

AUSTIN

BERLIN¬

BOCA RATON

BOSTON

CHICAGO

DALLAS

DELAWARE

DENVER

FORT LAUDERDALE

HOUSTON

LAS VEGAS

LONDON*

LOS ANGELES

MEXICO CITY+

MIAMI

MILAN**

NEW JERSEY

NEW YORK

NORTHERN VIRGINIA

ORANGE COUNTY

ORLANDO

PHILADELPHIA

PHOENIX

ROME**

SACRAMENTO

SAN FRANCISCO

SEOUL∞

SHANGHAI

SILICON VALLEY

TALLAHASSEE

TAMPA

TEL AVIV^

TOKYO¤

WARSAW~

WASHINGTON, D.C.

WESTCHESTER COUNTY

WEST PALM BEACH

¬

operates as

greenberg traurig Germany, LLP

*

operates as A

separate UK registered legal entity

+

Operates as

Greenberg Traurig, S.C.

* *

Strategic Alliance

∞

operates as

Greenberg Traurig LLP

Foreign Legal Consultant Office

^

a branch of

greenberg traurig, p.a.,

florida, usa

¤

OPERATES AS

GT TOKYO  Horitsu Jimusho

~

operates as

Greenberg Traurig GRZESIAK sp.k.

GREENBERG TRAURIG, P.A.  n  ATTORNEYS AT LAW  n  WWW.GTLAW.COM

401 East Las Olas Boulevard, Fort Lauderdale, Florida 33301 n Tel: 954.765.0500 n Fax 954.765.1477

Joshua Shainess

January 9, 2018

Page 2

Note 14 – Variable Interest Entities, page F-34

2.

It appears based on your disclosure that most of your operations stem from the consolidation of your VIE, Max Steel Productions LLC.  As such, please expand your disclosure to include the disclosures required by ASC 810-10-50-2AA(b) and (c).  Also, in accordance with ASC 810-10-50-2AA (d), disclose how your involvement with your VIEs affects your cash flows.

Based on our conversation with the Staff on December 19, 2017, the Company agrees to provide the requested disclosure in future Exchange Act filings it makes with the Commission.

If you have any questions regarding the above, please contact the undersigned at (954) 768-8232.

 Very truly yours,

 GREENBERG TRAURIG, P.A.

 /s/  Laurie L. Green

 Laurie L. Green

cc:

William O’Dowd

Mirta Negrini

Dolphin Entertainment, Inc.

GREENBERG TRAURIG, P.A.  n  ATTORNEYS AT LAW  n  WWW.GTLAW.COM

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Response Letter

December 19, 2017

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn:

Larry Spirgel, Assistant Director

RE:

Dolphin Entertainment, Inc.

Amendment No. 3 to Registration Statement on Form S-1

Filed December 15, 2017

File No. 333-219029

Dear Mr. Spirgel:

On behalf of Dolphin Entertainment, Inc. (the “Company”), we hereby respond to the Staff’s comment letter, dated December 18, 2017, regarding the Company’s Registration Statement on Form S-1 referenced above.  Please note that for the Staff’s convenience, we have recited the Staff’s comment and provided the Company’s response to the comment immediately thereafter.

Note 14 – Variable Interest Entities, page F-71

1.

It appears based on your disclosure that most of your operations stem from the consolidation of your VIE, Max Steel Productions LLC.  As such, please expand your disclosure to include the disclosures required by ASC 810-10-50-2AA(b) and (c).  Also, in accordance with ASC 810-10-50-2AA, disclose how your involvement with your VIEs affects your cash flows.

Based on our conversation with the Staff on December 19, 2017, the Company agrees to provide the requested disclosure in future Exchange Act filings it makes with the Commission.

 ALBANY

AMSTERDAM

ATLANTA

AUSTIN

BERLIN¬

BOCA RATON

BOSTON

CHICAGO

DALLAS

DELAWARE

DENVER

FORT LAUDERDALE

HOUSTON

LAS VEGAS

LONDON*

LOS ANGELES

MEXICO CITY+

MIAMI

MILAN**

NEW JERSEY

NEW YORK

NORTHERN VIRGINIA

ORANGE COUNTY

ORLANDO

PHILADELPHIA

PHOENIX

ROME**

SACRAMENTO

SAN FRANCISCO

SEOUL∞

SHANGHAI

SILICON VALLEY

TALLAHASSEE

TAMPA

TEL AVIV^

TOKYO¤

WARSAW~

WASHINGTON, D.C.

WESTCHESTER COUNTY

WEST PALM BEACH

¬

OPERATES AS

GREENBERG TRAURIG GERMANY, LLP

*

OPERATES AS A

SEPARATE UK REGISTERED LEGAL ENTITY

+

OPERATES AS

GREENBERG TRAURIG, S.C.

* *

STRATEGIC ALLIANCE

∞

OPERATES AS

GREENBERG TRAURIG LLP

FOREIGN LEGAL CONSULTANT OFFICE

^

A BRANCH OF

GREENBERG TRAURIG, P.A.,

FLORIDA, USA

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OPERATES AS

GT TOKYO  HORITSU JIMUSHO

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OPERATES AS

GREENBERG TRAURIG GRZESIAK SP.K.

Larry Spirgel

December 19, 2017

Page 2

If you have any questions regarding the above, please contact the undersigned at (954) 768-8255.

Very truly yours,

/S/ GREENBERG TRAURIG, P.A.

/s/ Kara L. MacCullough

Kara L. MacCullough

cc:

Willliam O’Dowd, IV

Mirta Negrini

Dolphin Entertainment, Inc.

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Underwriters' Acceleration Request

Maxim Group LLC

405 Lexington Ave

New York, NY 10174

December 19, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Joshua Shainess

Re:

Dolphin Entertainment, Inc.

Registration Statement on Form S-1

Filed June 29, 2017, as amended

File No. 333-219029

Ladies and Gentlemen:

In connection with the above-referenced Registration Statement on Form S-1 (the “Registration Statement”), and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), as the underwriters in the offering of units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock, of Dolphin Entertainment, Inc. (the “Company”), pursuant to such Registration Statement (the “Offering”), we hereby join the Company in requesting that the effective date for such Registration Statement be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time, on December 20, 2017, or as soon thereafter as practicable.

Please be advised that during the period from October 10, 2017 to the date of this letter, the preliminary prospectus, dated October 10, 2017, the preliminary prospectus, dated December 5, 2017 and the preliminary prospectus, dated December 15, 2017 (the “Preliminary Prospectuses”), in connection with the Registration Statement were distributed approximately as follows:

Copies to underwriters:

     2

Copies to prospective dealers:

   12

Copies to prospective institutional investors:

   55

Copies to prospective retail investors:

 165

Total

 234

Copies of the Preliminary Prospectuses were available to anyone requesting the same at the offices of the underwriters.

We confirm that the underwriters participating in the Offering have complied with, and will continue to comply with, the requirements of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 MAXIM GROUP LLC

 By:

 /s/ Clifford A. Teller

 Name: Clifford A. Teller

 Title:   Head of Investment Banking, Executive

            Managing Director

Mail Stop 3720

December 18, 2017

William O’Dowd, IV
Chief Executive Officer
Dolphin Entertainment, Inc.
2151 LeJeune Road, Suite 150 -Mezzanine
Coral Gables, FL 33134

Re: Dolphin Entertainment, Inc.
Amendment No. 3  to Re gistration Statement on Form S -1
Filed December 15, 2017
  File No. 333 -219029

Dear Mr. O’Dowd :

We have reviewed your amended registration statement  and have the following comment.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment applies  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments .

Note 14 – Variable Interest Entities, p age F -71

1. It appears based on your disclosure that most of yo ur operations stem from the
consolidation of your VIE, Max Steel Productions LLC.  As such, please expand your
disclosure to include the disclosures required by ASC 810 -10-50-2AA(b) and (c).  Also,
in accordance with ASC 810 -10-50-2AA (d), disclose how you r involvement with your
VIEs affects your cash flows.

William O’Dowd, IV
Dolphin Entertainment, Inc.
December 18, 2017
Page 2

 You may  contact Inessa Kessman, Senior Staff Accountant,  at (202) 551 -3371  or Terry
French, Accountant Branch Chief, at (202) 551 -3828  if you have questions regarding comments
on the financial s tatements and related matters.  Please contact Joshua Shainess, Attorney -
Adviser,  at (202) 551 -7951  or me at (202) 551 -3810  with any other questions.

Sincerely,

/s/ Larry Spirgel

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

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Acceleration Request

Dolphin Entertainment, Inc.

2151 LeJeune Road, Suite 150-Mezzanine

Coral Gables, FL 33134

December 18, 2017

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:

Joshua Shainess, Attorney-Adviser

Re:

Dolphin Entertainment, Inc.

Registration Statement on Form S-1

File No. 333-219029

Dear Mr. Shainess:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Dolphin Entertainment, Inc. hereby requests acceleration of the effective date of the above-referenced registration statement, as amended, so that it may become effective at 5:00 p.m., Eastern Standard Time on December 20, 2017, or as soon as practicable thereafter.

 Very truly yours,

 Dolphin Entertainment, Inc.

 By:

 /s/ Mirta A. Negrini

 Name:

 Mirta A. Negrini

 Title:

 Chief Financial and Operating Officer

cc:

Kara L. MacCullough, Esq.

Greenberg Traurig, P.A.

cc:

Barry Grossman, Esq.

Ellenoff Grossman & Schole LLP

Mail Stop 3720

April 8, 2016

William O’Dowd IV
Chief Executive Of ficer
Dolphin Digital Media, Inc.
2151 LeJeune Road, Suite 150
Coral Gables, FL 33134

Re: Dolphin Digital Media, Inc.
 Preliminary Information Statement on Schedule 14C
Filed March 18, 2016
File No. 000 -50621

Dear Mr. O’Dowd :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United  States.  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 the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

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April 1, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:     William Mastrianna

Kathleen Krebs

Larry Spirgel

Re:          Dolphin Digital Media, Inc.

Information Statement on Schedule 14C

Filed March 18, 2016

File No. 000-50621

Ladies and Gentlemen:

On behalf of Dolphin Digital Media, Inc., a Florida corporation (the “Company”), the following response is to the comment letter, dated March 24, 2016 (the “Comment Letter”), received by the Company from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) concerning the Company’s Information Statement on Schedule 14C (the “Information Statement”).  Concurrently with this response, the Company is filing with the SEC Amendment No. 1 to the Information Statement (the “Amended Information Statement”), which incorporates the revisions to the Information Statement described herein.  To expedite your review, we have enclosed with this letter a marked copy of the Amended Information Statement, which shows all changes from the Information Statement, as filed with the SEC on March 18, 2016.

In the responses below, references to “we”, “our” and “us” refer to the Company.  Capitalized terms used but not defined in this response letter have the respective meanings ascribed to them in the Information Statement.  We have reproduced the text of the Staff’s comments in bold-face and in the order presented in the Comment Letter, followed by the Company’s responses.

General

1

You state on page 2 that written consent was provided by Mr. William O’Dowd who holds approximately 56.1 million shares of common stock representing 52.5% of the total number of votes entitled to be cast on the reverse stock split.  Please reconcile this statement with the figures presented in the beneficial ownership table.  You state that as of March 18, 2016, you had approximately 118.3 million shares of common stock outstanding; however the disclosure in the beneficial ownership table on page 6 suggests that there were at least 140 million shares outstanding.  It is also unclear how the number of shares of common stock and preferred stock owned by your shareholders effectively translates into voting power. Please advise or revise.  In addition to clarifying the contradictions cited above, please enhance your beneficial ownership table presentation by (1) separating stock ownership by class, (2) separating voting power by class, and (3) clarifying the ownership and voting totals for each beneficial owner.

Company’s Response:

Further to the Staff’s comment, the Amended Information Statement clarifies that, as of March 10, 2016, the date of the written consent, the Consenting Shareholders voted an aggregate of 56,137,074 shares of Common Stock in favor of the Reverse Stock Split, comprising 52.5% of a total of 106,841,992 shares of Common Stock issued and outstanding as of such date.  Additionally, the Amended Information Statement:  (i) discloses the respective conversion and voting rights of the Company’s outstanding preferred stock; (ii) corrects scrivener’s errors in the beneficial ownership table; and (iii) enhances the beneficial ownership table, including the accompanying narrative, to clarify ownership and voting totals.

Approval By Our Shareholders of … the Reverse Stock Split, page 3

2

You disclose that the number of authorized shares of common stock will remain at 400 million following the reverse stock split.  Please discuss and provide quantified disclosure regarding how the number of common shares available for issuance will therefore increase as a result of the reverse stock split.  In this regard, disclose in a table the current number of issued shares, the current number of authorized but unissued shares that are reserved for specific purposes (disclosing the purposes) and the current number of authorized but unreserved shares. In another table, disclose the number of authorized but unissued shares, reserved shares and authorized but unreserved shares that will exist after the reverse stock split.  Also discuss what effect the reverse stock split will have on derivative securities, such as the conversion ratios of your preferred stock and exercise prices of outstanding warrants. Disclose whether you have any plans or arrangements for the increase in available authorized shares.

Company’s Response:

Further to the Staff’s comment, the Amended Information Statement contains (i) discussion and quantified disclosure regarding the increase in the number of shares of Common Stock available for issuance following the Reverse Stock Split, (ii) tabular disclosure containing data, in each case on a current basis and pro forma after giving effect to the Reverse Stock Split as if it had occurred on April 1, 2016, with respect to (1) the current number of issued and outstanding shares of Common Stock, (2) the current number of authorized but unissued shares of Common Stock reserved for specific purposes, including footnote disclosure of such purposes, and (3) the current number of authorized but unreserved shares.  Additionally, the Amended Information Statement contains disclosure with respect to the effect that the Reverse Stock Split will have on the Company’s derivative securities, as well as currently intended pans for the increase in the available number of authorized shares of Common Stock following the Reverse Stock Split.

As requested, we acknowledge that:

●

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

●

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

●

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * *

If you or any other member of the Staff should have any further comments or questions regarding this response, please do not hesitate to contact the undersigned at 305 774-0407.

Sincerely,

DOLPHIN DIGITAL MEDIA INC.

/s/ William O’Dowd

Chief Executive Officer

cc:           Mirta Negrini, Chief Financial Officer

Drew Altman, Greenberg Traurig, P.A.

Randolph Bullard, Greenberg Traurig, P.A.

Mail Stop 3720

March 24, 2016

William O’Dowd IV
Chief Executive Of ficer
Dolphin Digital Media, Inc.
2151 LeJeune Road, Suite 150
Coral Gables, FL 33134

Re: Dolphin Digital Media, Inc.
 Preliminary Information Statement on Schedule 14C
Filed March 18, 2016
File No. 000 -50621

Dear Mr. O’Dowd :

We have reviewed your filing 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 these comments  within ten busine ss days by amending your filing or by
advising us as soon as possible when you will respond.  If you  do not believe our comments
apply to your facts and circumstances , please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.

General

1. You state on page 2 that written consent was provided by Mr. William  O’Dowd who
holds approximately 56.1 million shares of common stock representing 52.5% of the total
number of votes entitled to be cast on the reverse stock split.  Please reconcile this
statement with the figures presented in the beneficial ownership tabl e.  You state that as
of March 18, 2016, you had approximately 118.3 million shares of common stock
outstanding; however the disclosure in the beneficial ownership table on page 6 suggests
that there were at least 140 million shares outstanding.  It is als o unclear how the number
of shares of common stock and preferred stock owned by your shareholders effectively
translates into voting power.  Please advise or revise.  In addition to clarifying the
contradictions cited above, please enhance your beneficial ownership table presentation

William O’Dowd IV
Dolphin Digital Media, Inc.
March 24, 2016
Page 2

 by (1) separating stock ownership by class, (2) separating voting power by class, and (3)
clarifying the ownership and voting totals for each beneficial owner.

Approval By Our Shareholders of…the Reverse Stock Split, page 3

2. You disclose that the number of authorized shares of common stock will remain at 400
million following the reverse stock split.  Please discuss and provide quantified
disclosure regarding how the number of common shares available for issuance will
therefor e increase as a result of the reverse stock split.  In this regard, disclose in a table
the current number of issued shares, the current number of authorized but unissued shares
that are reserved for specific purposes (disclosing the purposes) and the curr ent number
of authorized but unreserved shares. In another table, disclose the number of authorized
but unissued shares, reserved shares and authorized but unreserved shares that will exist
after the reverse stock split.  Also discuss what effect the rever se stock split will have on
derivative securities, such as the conversion ratios of your preferred stock and exercise
prices of outstanding warrants.  Disclose whether you have any plans or arrangements for
the increase in available authorized shares.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respec t to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

William O’Dowd IV
Dolphin Digital Media, Inc.
March 24, 2016
Page 3

 You may contact William Mastrianna, Attorney -Adviser,  at (202) 551 -3778, Kathleen
Krebs, Special Counsel, at (202) 551 -3350,  or me at (202) 551 -3810  with any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

 Larry Spirgel
Assistant Director
 AD Office 11 – Telecommunications

March 17, 2015

Via E -mail
Mr. William O’Dowd IV
Chief Executive Of ficer
Dolphin Digital Media, Inc.
2151 LeJeune Road, Suite 150
Coral Gables, FL 33134

Re: Dolphin Digital Media, Inc.
Form 10 -K for Fis cal Year Ended December 31, 2013
Filed August 15, 2014
Form 10 -Q for Fiscal Quarter Ended June 30, 2014
Filed August 21, 2014
File No. 000 -50621

Dear Mr. O’Dowd :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proc eeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director

cc: Via E -mail
 Kara L. MacCullough, Esq.
 Greenberg Traurig, P.A.

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March 9, 2015

Larry Spirgel

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3561

Re:          Dolphin Digital Media, Inc.

Form 10-K for Fiscal Year Ended December 31, 2013

Filed August 15, 2014

Form 10-Q for Fiscal Quarter Ended June 30, 2014

Filed August 21, 2014

Response Dated January 20, 2015

File No 000-50621

Dear Mr. Spirgel:

We hereby respond to the comments provided by the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter to Dolphin Digital Media, Inc. (the “Company”) dated January 30, 2015, regarding the Company’s response to a letter received by the Staff regarding the Company’s Form 10-K for the fiscal year ended December 31, 2013 and the Company’s Form 10-Q for the fiscal quarter ended June 30, 2014.  For ease of reference, we have included the Staff’s comments in their entirety in italicized text preceding each of our responses.

Form 10-K for Fiscal Year Ended December 31, 2013

Item 1. Business, page 1

1.

We note your response to Comment 2.  Please update this section.  Clearly distinguish and balance historical, current and aspirational operation, and do not place and undue emphasis on cancelled agreements or defunct projects.

Response:

The Company respectfully acknowledges the Staff’s comment and has included proposed revisions of the Business section of its Form 10-K for fiscal year ended December 31, 2014 attached hereto as Annex A.

1

Dolphin Digital Studios, page 2

2.

We note your response to Comment 3.  Please provide greater detail as to where your eleven projects currently stand in the video production cycle.

Response:

The Company respectfully acknowledges the Staff’s comment. In the proposed Business section, the Company discusses the process whereby scripts are purchased and developed.  As with many media producers, our strategy is to purchase, or contract to have written, numerous scripts so that we have the ability to offer the potential distributors a variety of projects from which they can choose.  In some cases, scripts may be purchased and never developed and in other cases the scripts may be held for an undefined period of time until we can find an online platform or advertisers that are interested in the project.  Not all scripts that were purchased will be produced.  With respect to the eleven scripts that were originally purchased with the $1.0 million raised during 2011 and 2012, we developed two into web series.  The other nine scripts are within the Company’s stable of potential projects to offer distributors, but will not be developed until and unless they are selected by a distributor.

Cambio Distribution Partnership, page 4

3.

We note your response to Comment 6.  We further note that Cambio is currently listed as a partner of Dolphin Digital Studios on your website.  Please advise.  We additionally note that Facebook is listed as a partner of Dolphin Digital Studios on your website.  Please provide greater detail, or advise, as to any business or distribution relationship with Facebook.

Response:

The Company respectfully acknowledges the Staff’s comment.  The Company has removed all references to the Cambio and Facebook partnerships as these references are outdated.  The Company had an agreement to distribute certain content on Cambio that it later decided not to pursue.

Kids Clubs, page 4

4.

We note your response to Comment 7. Please provide greater detail as to how your partnership with Club Connect relates to and is integrated into your video production business.

Response:

The Company respectfully acknowledges the Staff’s comment.  The Company’s partnership with Club Connect is not related to or integrated into the video production business with the exception that the Company may use some of the web series produced as content for the online kids club.

Item. 1A. Risk Factors, page 6

Certain Risk Factors Relating to our Business, page 7

5.

We note your response to Comment 8.  Please revise your risk factors so that they are narrowly tailored towards your particular business plan and highlight the current status of your business operations.

The Company respectfully acknowledges the Staff’s comment and has included proposed revisions of the risk factors relating to the Business section of its Form 10-K for fiscal year ended December 31, 2014 attached hereto as Annex B.

Item 7. Management’s Discussion and Analysis, page 12

6.

We note your response to Comment 11 as well as the information provided in Annexes A and B. Please provide greater detail as to the Company’s current video content distribution operations and related revenue generation

The Company respectfully acknowledges the Staff’s comment and has included its proposed narrative for the Management Discussion and Analysis section of its Form 10-K for fiscal year ended December 31, 2014 attached hereto as Annex C.  The Company has not included any numbers for the year ended December 31, 2014 in our response as the year end audit has not been completed.

*****

2

As requested in your comment letter, we hereby acknowledge that (a) we are responsible for the adequacy and accuracy of the disclosure in the filing; (b) your comments or our changes to our disclosure in response to your comments do not foreclose the Commission from taking any action with respect to the filing; and (c) we may not assert your comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate the Staff’s assistance with regard to these comments and in helping us enhance the disclosure in our public reports.  Please direct any comments or requests for further information to Mirta Negrini, our Chief Financial and Operating Officer or me at 305-774-0407.

Best regards,

/s/ William O’Dowd IV

William O’Dowd IV

Chief Executive Officer

Dolphin Digital Media, Inc.

Cc:

Kara L. MacCullough

Greenberg Traurig, P.A.

3

ANNEX A

Proposed Revisions to Business Section

Overview

Dolphin Digital Media, Inc. (“Dolphin”) is dedicated to the production of high-quality digital content. Dolphin Digital Studios, a division of the Company, is a producer of original, high quality digital programming for online consumption and is committed to delivering premium, best-in-class entertainment and securing premiere distribution partners to maximize audience reach and commercial advertising potential. Dolphin has also partnered with U.S. Youth Soccer and United Way Worldwide to develop online kids clubs for several organizations.

Premium online video is the largest growth sector for online advertising, with market leaders such as Yahoo!, Hulu, Netflix, YouTube and AOL making major initiatives around original programming.

We target three distinct demographics for our “web series” activities:

●

Tweens (roughly 9-14 years old);

●

Teens and Young Adults (roughly 14-24 years old); and

●

General Market (roughly 14-49 years old).

We expect to serve each of these demographics with different content, and we may have different distribution partners for each of these demographics.

Dolphin Digital Studios

Dolphin Digital Studios is our digital entertainment division which creates original content to premiere online and has been our primary focus during the year ended December 31, 2014.  Substantially all of our operating income and expenses during the twelve months ended December 31, 2014 were related to Dolphin Digital Studios.

Production

Our in house development team is continuously reviewing scripts for projects that are within our target demographic as detailed above and within our normal budget range of $3.0 to $5.0 million (including the purchase of the script, production and marketing).  Occasionally, we will also hire writers to develop a script for an idea that we have internally.   From the selection provided by the Development team, management reviews the scripts and evaluates them based on expected appeal to advertisers, talent we think we can attract, available budget for the production and available financing.  We normally purchase a variety of scripts which we hold for future use.  Not all scripts purchased will be produced.  Some scripts revert back to the writer if they are not produced during a contractually agreed upon timeframe.

 Once we have a stable of scripts, we present a variety of projects, based on these scripts, to online platforms such as Hulu, AOL, and Yahoo.  The online platform will typically evaluate the project based on their evaluation of potential demand, including the genre or demographic to which they are looking to appeal.  Once a project is selected by the online platform we enter into a distribution agreement with the online platform that outlines, among other things, the revenue sharing percentages (normally between 30 and 45%) and the length of time that the show will air on that platform.

Based on agreements with the online platforms and advertisers, the decision is made to “greenlight” or approve a project for production.  The pre-production phase entailing the hiring of a director, talent, various crew, securing locations to film, etc. begins at this point.   We may become signatories to certain guilds such as Screen Actors Guild, Directors Guild of America and Writers Guild of America.  This stage may take several months and is critical to the success of a project.  The decision of where to produce the project is oftentimes based on incentive tax programs implemented by many states and foreign countries to attract film production in their jurisdiction as a means of economic development.  These incentives normally take the form of sales tax refunds, transferable tax credits, refundable tax credits or cash rebates that are calculated based on a percentage spent in the jurisdiction offering the incentive.  We further attempt to minimize our financial exposure by structuring agreements with talent that provide for them to participate in the financial success of the motion picture in exchange for reducing guaranteed amounts to be paid, regardless of the film’s success.

The length of time needed to film a web series varies by project but is typically between three and six weeks.  Once the filming is completed, the project will enter the post production stage that entails film editing, sound editing, development of special effects as needed, etc.   Depending on the complexity of the work to be done, post production may take from two to six months to complete.

4

Distribution

Digital productions for advertiser supported video on demand (“AVOD”) platforms premiere on digital platforms such as Hulu, Yahoo and AOL.  These contracts usually extend for a limited period, typically six months.  Once the contact expires, we distribute our productions in ancillary markets such as through home entertainment, subscription video-on-demand (“SVOD”) (e.g. Netflix), pay television, broadcast television, foreign and other markets.

During the first quarter of 2015, we will enter production of “South Beach- Fever,” a 90-minute soap opera set amidst dueling record companies on Miami Beach.  We have secured advertising commitments that we expect will net approximately $2.2 million against this series that is anticipated for release during the third quarter of 2015. From these amounts, we will be required to pay the direct production costs.  Other projects are currently being evaluated and we plan to greenlight at least one additional project to be produced during 2015.

During 2013 and 2014, we concentrated our efforts in identifying certain projects that we intend to produce for online distribution and acquired the rights to several scripts.  In the last three years, we produced and distributed “Cybergeddon” in partnership with Anthony Zuiker, creator of CSI, “Hiding”, and were hired to provide production services for “Aim High” produced by a related party in conjunction with Warner Brothers.   These productions earned various awards including two Streamy Awards.

Financing

We have financed our acquisition to the rights of certain digital projects and productions through a variety of financing structures including Equity Finance Agreements and Loan and Security Agreements.

Kids Clubs

Through our “kids clubs” (online membership based websites), meant to serve as a destination for entertainment and information for various organizations, we seek to partner with established “brands” in the children’s space, and to expand each brand’s existing online audience through the promotion of original content supplied and/or sourced by Dolphin Digital Studios.  Premium entertainment offerings, such as original web series, we expect will serve to both increase audience through positive word of mouth and to increase engagement, or length of time on site.  Furthermore, we expect that the kids clubs will serve as the platform for sponsorship and other marketing opportunities, such as contests and sweepstakes and as strong marketing vehicles for the respective brands, as they keep the brands “top of mind” for the youngest generation, and in a space (the online world) where they increasingly go.

We believe that kids clubs will provide us the opportunity to capitalize on the combination of the following two consumer trends:

●

a greater number of children under the age of 18 have access to the internet (and most “own” their own devices – e.g. laptop computers, tablets and  smartphones)

●

 those children who have access to the internet spend an increasing amount of time “online.”

Simply put, the internet has become the next generation’s “go to” destination for both entertainment and information.

Brands that are “offline” (those without a marketing presence over the internet) need to engage with their participants “online” (or marketed over the internet) or risk losing them altogether.  To build successful engagement with children and teenagers in the “real world” and offer them nothing (let alone an equivalent engagement opportunity) in the digital world is a tremendous lost opportunity.  For example, Little Leagues may exist for the enjoyment of children, but their websites are overwhelmingly only used by parents.  Similarly, non-profits may exist to provide enrichment and cultural opportunities for children, but their websites are seldom visited by the children they cater to.

In 2013, we entered into an agreement with United Way Worldwide, a worldwide philanthropic organization, to create an online kids club which promotes the organization’s philanthropic philosophy and encourages literacy in elementary school age children.  According to various studies, high school drop-out rates have a direct, proportional correlation to 3rd grade reading proficiency. If a child is already behind in their reading proficiency after 3rd grade, they are over 4x more likely to drop out of high school (a rate which increases to 10x for minority children). In the U.S., nearly 60% of fourth graders are not reading at their grade level. Our online kids club offers reading activities, articles and games. It also promotes parent engagement by emailing parents and continuously messaging the importance of reading and parent involvement to achieve reading proficiency.  We have also partnered with Scholastic Books to provide a Reading Oasis to schools that are sponsored by a donor.  Donors may sponsor a school for $10,000 which entitles each child in the school to receive an annual online kids club membership and a Reading Oasis for the school.  A Reading Oasis is a location in a school that is transformed into a reading room.  The Reading Oasis provides the school with hundreds of books (K-3), listening library, colorful bean bag chairs, a reading themed carpet, book cases, and a stereo listening center with four headphones. Pursuant to the terms o

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February 23, 2015

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Mr. Larry Spirgel

Re:         Dolphin Digital Media, Inc.

Form 10-K for Fiscal Year Ended December 31, 2013, Filed August 15, 2014

Form 10-Q for Fiscal Quarter Ended June 30, 2014, Filed August 21, 2014

File No. 000-50621

Dear Mr. Spirgel:

 Per my conversation with William Mastrianna, we hereby advise you that we have requested an extension of time until March 6, 2015 to respond to the letter of the Staff of the Securities and Exchange Commission dated January 30, 2015.

Should you have any questions, please do not hesitate to contact me.

Best regards,

/s/Mirta A Negrini

Mirta A Negrini

Chief Financial and Operating Officer

January 30, 2015

Via E -mail
Mr. William O’Dowd IV
Chief Executive Of ficer
Dolphin Digital Media, Inc.
2151 LeJeune Road, Suite 150
Coral Gables, FL 33134

Re: Dolphin Digital Media, Inc.
Form 10 -K for Fis cal Year Ended December 31, 2013
Filed August 15, 2014
Form 10 -Q for Fiscal Quarter Ended June 30, 2014
Filed August 21, 2014
Response Dated January 20, 2015
File No. 000 -50621

Dear Mr. O’Dowd :

 We have reviewed your response letter a nd 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 within ten business days by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response  to these comments, we may
have additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2013

Item 1. Business, page 1

1. We note your response to Comment 2. Please update this section. Clearly distinguish and
balance historical, current and aspir ational operation, and do not place an undue emphasis
on cancelled agreements or defunct projects.

Dolphin Digital Studios, page 2

2. We note your response to Comment 3. Please provide greater detail as to where your
eleven projects currently stand in the v ideo production cycle.

Mr. William O’Dowd IV
Dolphin Digital Media, Inc.
January 30, 2015
Page 2

Cambio Distribution Partnership, page 4

3. We note your response to Comment 6. We further note that Cambio is currently listed as
a partner of Dolphin Digital Studios on your website. Please advise. We additionally note
that Facebook is listed as a partner of Dolphin Digital Studios on your website . Please
provide greater detail, or advise, as to any business or distribution relationship with
Facebook.

Kids Clubs, page 4

4. We note your response to Comment 7. Please provide greater detail as to how your
partnership with Club Connect relates to and i s integrated into your video production
business.

Item. 1A. Risk Factors, page 6

Certain Risk Factors Relating to our Business, page 7

5. We note your response to Comment 8. Please revise your risk factors so that they are
narrowly tailored towards your p articular business plan and highlight the current status of
your business operations.

Item 7. Management’s Discussion and Analysis, page 12

6. We note your response to Comment 11 as well as the information provided in Annexes A
and B. Please provide greater  detail as to the Company’s current video content
distribution operations and related revenue generation.

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 the info rmation the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the di sclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Mr. William O’Dowd IV
Dolphin Digital Media, Inc.
January 30, 2015
Page 3

  the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United States.

You may contact Michael Henderson, Staff Accountant, at (202) 551 -3364  or Terry
French, Accountant Branch Chief, at (202) 551 -3828 if you have questions regarding comments
on the financial statements and related  matters.  Please contact William Mastrianna,  Attorney -
Advisor, at (202) 551 -3778 , Celeste M. Murphy, Legal Branch Chief, at (202) 551 -3257 , or me
at (202) 551 -3810 with any other questions.

Sincerely,

/s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director

cc: Via E -mail
 Kara L. MacCullough, Esq.
 Greenberg Traurig, P.A.

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January 16, 2015

Larry Spirgel

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3561

Re:
Dolphin Digital Media, Inc.

Form 10-K for Fiscal Year Ended December 31, 2013

Filed August 15, 2014

Form 10-Q for Fiscal Quarter Ended June 30, 2014

Filed August 21, 2014

File No 0-50621

Dear Mr. Spirgel:

We hereby respond to the comments provided by the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter to Dolphin Digital Media, Inc. (the “Company”) dated December 5, 2014, regarding the Company’s Form 10-K for the fiscal year ended December 31, 2013 and the Company’s Form 10-Q for the fiscal quarter ended June 30, 2014.  For ease of reference, we have included the Staff’s comments in their entirety in italicized text preceding each of our responses.

Special Note Regarding Forward Looking Statements, page 1

1.

Please delete the reference to the safe harbor provided by the Private Securities Litigation Reform Act of 1995 as this protection does not apply to you because your common stock is considered a penny stock.  Please note this comment applies to periodic reports filed on Form 10-Q.

Response:

The Company respectfully acknowledges the Staff’s comment and will not include reference to the safe harbor provided by the Private Securities Litigation Reform Act of 1995 in future filings of Form 10-Q and Form 10-K.

1

Item 1. Business, page 1

2.

Please update this section.  Clearly distinguish and balance historical, current and aspirational operation, and do not place an undue emphasis on cancelled agreements or defunct projects.

Response:

The Company respectfully acknowledges the Staff’s comment and will provide in a subsequent correspondence an updated Business section responsive to the Staff’s comment.

Dolphin Digital Studios, Page 2

3.

Please tell us why you completed only one project as of December 31, 2013 under your finance and production pursuant to the equity finance agreements from 2011 and 2012.  We note you have invested funds from your equity finance agreements into eleven projects.  Please tell us the amount of funds invested in each project and the material terms of the agreements, including but not limited to, the number of investors participating and whether revenue share percentages are to be split between investors and the company evenly among the different web series productions.  Lastly, please confirm that you will disclose this information in future filings.

Response:

The Company respectfully acknowledges the Staff’s comment.  For the year ended December 31, 2011, the Company received $895,000 and an additional $105,000 in the year ended December 31, 2012 of financing from three persons, all of whom are accredited investors.  Each of the persons lending money to the Company executed a separate financing agreement which entitled them to participation interests in any project for which funds were expended prior to December 31, 2012.  Pursuant to the terms of the agreement, the Company agreed to produce no less than one and no more than eight productions before December 31, 2012.   The financing proceeds were allocated across eleven projects and the Company produced two productions.  Lenders are entitled to receive, from the producers’ gross receipts (as defined in the agreements) generated by the project, (i) first, a return of their principal, (ii) second, a preferential return of 15% of their principal and (iii) third, a fifty percent (50%) split of any additional producers’ gross receipts (with the Company receiving the other fifty percent).  Each of the agreements provides that the Company is entitled to earn a producer’s fee of up to $250,000 per production which is considered part of the expenses of the project and paid prior to calculation of the producers’ gross receipts.

The Company respectively advises the Staff that, of the total amount received, (i) approximately $532,000 was used to produce Cybergeddon and Hiding, the two projects that have been completed and (ii) the other $468,000 was used to develop or purchase scripts for the other nine projects.  While the Company currently owns all rights with respect to these projects, it does not anticipate commencing production until and unless it or one of its content distributors has secured advertising for the specific project.  The Company respectively advises the Staff that providing the actual expenses incurred, or investments made, on a project by project basis would cause the Company competitive harm and, the Company believes, would not provide investor additional material information.  In future filings, the Company will provide the following information (1) the aggregate amount of funds received from lenders and the number of such persons, (ii) the number of projects in which such funds have been invested, and (iii) the amount of funds invested in projects which (A) have been completed, (B) are in pre-production or production and (C) are still pending development.

4.

We note that your statement “Dolphin Digital Studios expects to produce several web series a year” appears overly aspirational and not based in fact.  Please remove this statement in future filings.

Response:

The Company respectfully acknowledges the Staff’s comment.  The Company will remove such statement in future filings until such time as the Company has a track record of producing multiple web series within a year period.

5.

Please make clear that your online distribution revenue projections are aspirational and forward-looking.  Revise your disclosure on page 12 as well.

Response:

The Company respectfully acknowledges the Staff’s comment and in future filings will make clear that such projections are aspirational and forward-looking unless firm commitments exist with respect to online distribution revenue.  The Company will include in its revised Business Section the revised disclosure on page 12 accordingly.

2

Cambio Distribution Partnership, page 4

6.

It appears this project has been cancelled.  Please remove and update your disclosure accordingly.

Response:

The Company respectfully acknowledges the Staff’s comment and confirms that the subject project has been cancelled.  The Company has already deleted reference to such project from its Form 10-Q for the fiscal quarter ended September 30, 2014 and will not include it in any subsequent filings.

Kids Club, page 4

7.

Please disclose the name of the philanthropic organization you partnered with to create Club Connect.  Please tell us why you did not file this agreement on a Form 10-Q during the appropriate interim period for 2013.

Response:

The Company respectively acknowledges the Staff’s comment.  The Company entered into this agreement in the ordinary course of business with United Way Worldwide.  The Company has determined that the Company’s business is not “substantially dependent” on the referenced contract, as such term is used in Regulation S-K, Item 601(b)(10)(ii)(B). Regulation S-K, Item 601(b)(10)(ii)(B) requires the filing of a material agreement entered into the ordinary course of a company’s business if such company is substantially dependent on such material agreement. The relevant example provided in this Item and our interpretation of this Item’s fundamental purpose leads us to conclude that the determination of whether a company is substantially dependent on a contract should include two primary concepts:

●

whether the loss of such contract would have a materially adverse effect on the company’s financial condition so significant that it would result in a fundamental change in the nature or structure of the company’s business; and

●

whether the company has at its disposal, within a reasonable period of time, access to adequate alternate means on commercially reasonable terms to replace the lost contract in the event it is terminated.

For the three and nine months ended September 30, 2014, the Company recognized $16,501 in revenue related to services provided under the Club Connect agreement.  The Company anticipates that the revenue generated during 2015 pursuant to this agreement will be less than five percent (5%) of the Company’s aggregate revenue for 2015.  In future filings, the Company will include in the description of Club Connect that United Way Worldwide is the name of the philanthropic organization that we partnered with to create Club Connect.  In addition, in future filings the Company will confirm, to the extent true, that this project is in its early development stage and that the Company does not anticipate generating material revenue pursuant to this agreement in the succeeding twelve months.

Item 1A. Risk Factors, page 6

Certain Risk Factors Relating to our Business, page 7

8.

We note that a large number of risk factors appear overly generic and could apply to any business.  Please revise your risk factors so that they are narrowly tailored towards your particular business plan and highlight the current status of your business operations.  For example, please include separate factors to address, among other items:

●

your failure to complete ten of eleven projects financed under your equity finance agreements from 2011 and 2012, and your failure to generate revenues from your sole production as of December 31, 2013;

●

your ability or inability to finance production and programming projects.  Please discuss specifically the amount of funds set aside to finance projects for 2014 and whether these funds are adequate.

●

your net loss and accumulated deficit.  We note these figures total $944,640 and $37,627,079, respectively, for the period ending June 30, 2014.

3

Response:

The Company respectfully acknowledges the Staff’s comment and will provide in a subsequent correspondence an updated Risk Factor section responsive to the Staff’s comment above.

9.

Please disclose that a majority of your 2013 revenue, $1,500,000 of your $2,293,880, or 65% did not come from your intended business operations---production of digital content and advertising.  Rather, disclose that your service revenue come from a related party agreement with your chief executive officer to provide management personnel and office space.

Response:

The Company respectfully acknowledges the Staff’s comment and has included a discussion of the related party agreement in the proposed revisions of the Management Discussion and Analysis sections of each of the Form 10-K for fiscal year ended December 31, 2014 and the Form 10-Q for fiscal quarter ended June 30, 2014, attached hereto as Annex A and Annex B, respectively.

Certain Factors Relating to our Common Stock, page 8

10.

Please disclose the Securities and Exchange Commission judgments against Messrs. Malcolm Stockdale, Pino Baldassarre and Robert Mouallem, and how these judgments have impacted your stock and may impact your stock moving forward. Provide the following citation, Securities and Exchange Commission v. Giuseppe Pino Baldassarre, Robert Mouallem, and Malcolm Stockdale, Civil Action No. 11 Civ 5970 (ARR) (E.D.N.Y.).

Response:

The Company respectfully acknowledges the Staff’s comment.  However, the Company respectively advises the Staff that it does not believe that these judgments will impact our stock price moving forward.  Mr. Baldassarre’s employment with the Company was terminated with cause on March 20, 2009 and settled all pending claims with Mr. Baldassarre in February 2010.  The Company has not had any association with Malcolm Stockdale since 2010 and Robert Mouallem was never associated with the Company.  The Company does not currently have any relationship or affiliation with any of these individuals nor any current liabilities or obligations arising from its prior relationship with these individuals.  Furthermore, none of the three individuals are “covered persons” as defined in Rule 506(d).  Therefore the Company does not believe that these judgments will impact the Company’s stock or its ability to raise future capital and, consequently, does not believe it would be appropriate to include any disclosure regarding these judgments in its risk factors.

Item 7. Management’s Discussion and Analysis, page 12

11.

Please revise your overview section to provide a balanced, executive-level discussion that identifies the most important themes or other significant matters with which management is concerned in evaluating the company’s financial condition and operating results.  In doing so, provide a tabular disclosure to summarize results of operations for the past two fiscal years.  Please discuss any known trends, demands, commitments, events and uncertainties that pose a risk or threat to the company in your narrative to the results of operations disclosure.  See Item 303(a) of Regulation S-K and SEC Release No. 33-8350.  For example, based upon your recent production history, tell us how you intend to fund and complete production for digital products expected for release in the first quarter of 2015.

Response:

The Company respectfully acknowledges the Staff's comment concerning the Management's Discussion and Analysis sections of the Form 10-K for fiscal year ended December 31, 2013 and the form 10-Q for fiscal quarter ended June 30, 2014. In future filings the Company will provide a Management Discussion and Analysis section in line with the Staff’s requested revisions. Attached hereto are Annex A and Annex B as a sample of the Management Discussion and Analysis sections that the Company will file for future Forms 10-K and 10-Q, respectively.

Item 15. Exhibits and Financial Statement Schedules, page 26

12.

It does not appear that you filed your employment agreement with Mr. William O’Dowd, IV, dated September 7, 2012, effective January 1, 2012, during the interim period September 30, 2012.  Please advise.  Refer to Item 601(b)(10)(iii)(A).

Response:

The Company respectfully acknowledges the Staff’s comment and advises that the employment agreement between the Company and Mr. William O’Dowd, IV was filed on Form 8-K on September 19, 2012.

4

13.

Please file Exhibit 21 as required by Item 601(b)(21) of Regulation S-K.

Response:

The Company respectfully acknowledges the Staff’s comment and plans to file Exhibit 21 as required by Item 601(b)(21) with the Form 10-K for fiscal year ended December 31, 2014.

14.

Please advise whether you filed the equity finance agreements from 2011 and 2012.  If not, please file these agreements in your next Form 10-Q as required by Item 601(b)(10) of Regulation S-K.

Response:

The Company respectfully acknowledges the Staff’s comment and will file the form of equity finance agreement used in connection with the financing received during 2011 and 2012 with the Form 10-K for fiscal year ended December 31, 2014.

15.

It appears you did not file the related party agreement with your chief executive officer to provide management personnel and office services.  Please advise or file this agreement in your next 10-Q as required by Item 601(b)(10) of Regulation S-K.

Response:

The Company respectfully acknowledges the Staff’s comment and will file the related party agreement with the chief executive officer with the Form 10-K for fiscal year ended December 31, 2014.

Form 10-Q for Fiscal Quarter Ended June 30, 2014

General

16.

We note that your recent periodic reports contain a version of the following statement, “The Company expects to generate additional gross producer revenues subsequent to quarter end at which time the investors will receive their pro rata share of the revenue.” Please delete these types of statements as they do not appear to reflect an accurate description of your past, present or prospective results of operations.

Response:

The Company respectfully acknowledges the Staff’s comment and will delete the referenced statement and a

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­

January 7, 2015

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Mr. Larry Spirgel

Re:           Dolphin Digital Media, Inc.

Form 10-K for Fiscal Year Ended December 31, 2013, Filed August 15, 2014

Form 10-Q for Fiscal Quarter Ended June 30, 2014, Filed August 21, 2014

File No. 000-50621

Dear Mr. Spirgel:

 Per my conversation with William Mastrianna, we hereby advise you that we have requested an extension of time until January 16, 2015 to respond to the letter of the Staff of the Securities and Exchange Commission dated December 5, 2014.  Due to the holidays, we have been unable to get our audit committee to review our response.

Should you have any questions, please do not hesitate to contact me.

Best regards,

/s/Mirta A Negrini

Mirta A Negrini

Chief Financial and Operating Officer

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December 19, 2014

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Mr. Larry Spirgel

Re:          Dolphin Digital Media, Inc.

Form 10-K for Fiscal Year Ended December 31, 2013, Filed August 15, 2014

Form 10-Q for Fiscal Quarter Ended June 30, 2014, Filed August 21, 2014

File No. 000-50621

Dear Mr. Spirgel:

In response to the letter of the Staff of the Securities and Exchange Commission dated December 5, 2014 and per my conversation with William Mastrianna we hereby advise you that we will be able to respond to comments by January 7, 2015.

Should you have any questions, please do not hesitate to contact me.

Best regards,

/s/Mirta A Negrini

Mirta A Negrini

Chief Financial and Operating Officer

December 5 , 2014

Via E -mail
William O’Dowd IV
Chief Executive Officer
Dolphin Digital Media, Inc.
2151 LeJune Road, Suite 150 -Mezzanine
Coral Gables, FL 33134

 Re: Dolphin Digital Media, Inc.
Form 10-K for Fiscal Year E nded December 31, 20 13
Filed August 15, 2014
Form 10 -Q for Fiscal Quarter Ended June 30, 2014
August 21, 2014
File No. 000 -50621

Dear Mr. O’Dowd :

We have reviewed your filing s and have the following comments.  Please comply with
the following comments in future filings.  Confirm in writing that you will do so and explain to
us how you intend to comply.   In some of our comments, we may ask you to provide us with
information so w e may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in y our response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Special Note Regarding Forward Looking Statements, page 1

1. Please delete the reference to the safe harbor provided by the Private Securities Litigation
Reform Act of 1995 as this protection does not apply to you because your common st ock
is considered a penny stock.  Please note this comment applies equally to periodic reports
filed on Form 10 -Q.

Item 1. Business, page 1

2. Please upd ate this section.  Clearly distinguish and balance historical, current and
aspirational operations, and do not place an undue emphasis on cancelled agreements or
defunct projects.

William O’Dowd IV
Dolphin Digital Media, Inc.
December 5, 2014
Page 2

 Dolphin Digital Studios, Page  2

3. Please tell us why you completed only one project as of December 31, 2013 under your
finance and production pursuant to the equity finance agreements from 2011 and 2012.
We note you have invested funds from your equity finance agreements into eleven
proje cts.  Please tell us the amount of funds invested into each project and the material
terms of the agreements, including but not limited to, the number of investors
participating and whether revenue share percentages are to be split between investors and
the company evenly among the different web series productions.  Lastly, please confirm
that you will disclose this information in future filings.

4. We note that your statement “Dolphin Digital Studios expects to produce several web
series a year” appears over ly aspirational and not based in fact.  Please remove this
statement i n future filings.

5. Please make clear that your online distribution revenue projections are aspirational and
forward -looking.  Revise your disclosure on page 12 as well.

Cambio Distribut ion Partnership , page 4

6. It appears this project has been cancelled.  Please remove and update your disclosure
accordingly.

Kids Club, page 4

7. Please disclose the name of the philanthropic organization you partnered with to create
Club Connect.  Please tell us why you did not file this agreement on a Form 10 -Q during
the appropriate interim period for 2013.

Item 1A. Risk Factors, page 6

Certain Risk Factors Relating to our Business, page 7

8. We note that a large number of risk factors appear overly gene ric and could apply to any
business.  Please revise your risk factors so that they are narrowly tailored towards your
particular business plan and highlight the current status of your business operations.  For
example, please include separate risk factors to address, among other items:

 your failure to complete ten of eleven projects financed under your equity finance
agreements from 2011 and 2012, and your failure to generate revenues from your
sole pro duction as of December 31, 2013;

William O’Dowd IV
Dolphin Digital Media, Inc.
December 5, 2014
Page 3

  your ability or inab ility to finance production and programming projects.  Please
discuss specifically the amount of funds set aside to finance projects for 2014 and
whether these funds are adequate.

 your net loss and accumulated deficit.  We note these figures total $944,64 0 and
$37,627,079, respectively, for the period ending June 30, 2014.

9. Please disclose that a majority of your 2013 revenue, $1,500,000 of your $2,293,880, or
65%, did not come from your intended business operations  production of digital
content and advertising.  Rather, disclose that your service revenues come from a related
party agreement with your chief executive officer to provide management personnel and
office space.

Certain Factors Relating to our Common Sto ck, page 8

10. Please discuss the Securities and Exchange Commission judgments against Messrs.
Malcom Stockdale, Pino Baldassarre and Robert Mouallem, and how these judgments
have impacted your stock and may impact your stock moving forward.   Provide the
following citation, Securities and Exchange Commission v. Giuseppe Pino Baldassarre,
Robert Mouallem, and Malcolm Stockdale , Civil Action No. 11 Civ. 5970 (ARR)
(E.D.N.Y.) .

Item 7. Management’s Discussion and Analysis, page 12

11. Please revise  your overview section to provide a balanced, executive -level discussion that
identifies the most important themes or other significant matters with which management
is concerned in evaluating the company’s financial condition and operating results.   In
doing so, provide a tabular disclosure to summarize results of operations for the past two
fiscal years.  P lease discuss any known trends, demands, commitments, events and
uncertainties that pose a risk or threat to the company  in your narrative to the resul ts of
operations disclosure.  See Item  303(a) of Regulation S -K and SEC Release No.  33-8350.
For example, based upon your recent production history, tell us how you intend to fund
and complete production for digital products expected for release in the first quarter of
2015.

Item 15. Exhibits and Financial Statement Schedules, page 26

12. It does not appear that you filed your employment agreement with Mr. William O’Dowd,
IV, dated September 7, 2012, effective January 1, 2012, during the interim period
September 30, 2012.  Please advise.  Refer to Item 601(b)(10)(iii)(A).

13. Please file Exhibit 21 as required by Item 601(b)(21) of Regulation S -K.

William O’Dowd IV
Dolphin Digital Media, Inc.
December 5, 2014
Page 4

 14. Please advise whether you filed the equity financing agreements from 2011 and 2012.  If
not, please file these agreements in your next Form 10 -Q as required by Item 601(b)(10)
of Regulation S -K.

15. It appears you have not filed the related party agreement with your chief executive officer
to provide management personnel and office services.  Please advise or file thi s
agreement in your next Form 10 -Q as required by Item 601(b)(10) of Regulation S -K.

Form 10 -Q for Fiscal Quarter Ended June 30, 2014

General

16. We note that your recent periodic reports contain a version of the following statement ,
“The Company expects to  generate additional gross producer revenues subsequent to
quarter end at which time the investors will receive their pro rata share of the revenue.”
Please delete these types of statements as they do not appear to reflect an accurate
description of your past, present or prospective results of operations.

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 the information the Securities Exchange Act of
1934 and all ap plicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not forec lose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

William O’Dowd IV
Dolphin Digital Media, Inc.
December 5, 2014
Page 5

 You may contact Michael Henderson , Staff Accountant, at (202) 551 -3364, or Terry
French , Accountant Branch Chief, at (202) 551 -3828 if you have questions regarding comments
on the financial statements and related matters.  Please contact Justin Kisner, Attorney -Adviser,
at (202) 551 -3788  or Celeste M. Murphy, Legal Branch Chief, at (202) 551 -3257, or me at  (202)
551-3810  with any other questions.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director

October 3 , 2012

Via e-mail:
Mr. William O’Dowd
Chief Executive Officer
Dolphin Digital Media, Inc.
2151 LeJeune Road, Suite 150 – Mezzanine
Coral Gables, FL  33134

Re: Dolphin Digital Media , Inc.
Form 10-K for the fiscal year ended December 31, 20 11
Filed March 30, 2012
  File No. 0-50621

Dear Mr. O’Dowd:

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response  to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal secu rities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules re quire.

Sincerely,

/s/ Terry French for

Larry Spir gel
Assistant Director

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September 28, 2012

Larry Spirgel

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3561

Re:          Dolphin Digital Media, Inc.

Form 10-K for Fiscal Year Ended December 31, 2011

Filed March 30, 2012

File No 0-50621

Dear Mr. Spirgel:

On behalf of Dolphin Digital Media, Inc. (“DDM”) we hereby respond to the comments provided by the Staff of the Securities and Exchange Commission (the “Commission”) in its letter dated September 4, 2012.  For ease of reference, we have included the Staff’s comments in their entirety in italicized text preceding each of our responses.

Form 10-K for the year ended December 31, 2011

Management’s Discussion and Analysis, page 16

Liquidity and Capital Resources, page 17

1.

We note that you capitalized $1,294,120 of web series production costs that were included in other liabilities on the balance sheet date.  Please expand the discussion to explain the reason for capitalizing these costs prior to payment for the expenses.  Explain the nature of the obligation and why the timing was appropriate.

As of December 31, 2011, we had one film in production and had hired a third party to provide the production services.  There was $1,294,120 of costs that had been paid by the third party provider on behalf of DDM as of December 31, 2011.  Based on our agreement with the third party provider, these costs were recoverable by the third party.  As such, DDM had the present obligation to pay the third party in the future based on the third party’s costs incurred.

In future filings, if this situation is applicable, we will improve disclosure to explain the nature and timing of the obligation.

Dolphin Digital Media, Inc.

September 28, 2012

File No 0-50621

Page 2

2.

Also explain the reason for accounting for the proceeds from the revenue participation agreements as debt, detailing the terms of the agreements that support your accounting for these payments as debt proceeds.

Accounting Standards Codification (“ASC”) 470-10-25-2 states that proceeds received from an investor in exchange for the future payment of a specified percentage or amount of revenue or a measure of income for a defined future period shall be classified as debt if any of the following factors are present:

a.

The transaction does not purport to be a sale.

b.

The entity has significant continuing involvement in the generation of cash flows due to the investor.

c.

The transaction is cancelable by either the entity or the investor through payment of a lump sum or other transfer of assets by the entity.

d.

The investor’s rate of return is implicitly limited by the terms of the transaction.

e.

Variation in the entity’s revenue or income underlying the transaction have only a trifling impact on the investor’s rate of return.

f.

The investor has any recourse to the entity relating to the payment due the investor.

We feel that these equity finance agreements meet point b above since the cash flows of the productions are solely dependent on DDM with no input from outside parties.  As such, we believe the accounting for the proceeds under the Equity Finance Agreements as debt is appropriate in accordance with ASC 470-10-25-2.

Item 9A. Controls and Procedures, page 21

3.

We note that your disclosure controls and procedures were not effective due to material weaknesses in procedures.  Please expand the disclosure to explain in greater detail why the revenue recognition for a software license was recorded ratably over a 5 year period but then restated to recognize revenue from this license at the time the software was delivered.  Also, please explain in greater detail why the revenue from a Production service agreement was initially recorded using completed contract accounting and deferred and then why it was revised to recognize revenue as services were provided.

Software License Agreement

DDM entered into an agreement to sell the licensing rights to certain software to an unrelated party in Germany for the amount of $275,000.  The agreement states that the licensee will pay DDM royalties of 10% on the Net Revenues (as defined by the agreement) generated by the sale of the software. Royalties will only be due and payable under the agreement when the royalties calculated on net revenues exceed the initial license fee of $275,000. At the time, management did not evaluate all substantive terms of the contract and apply the appropriate accounting principles generally accepted in the United States of America (“US GAAP”)   The Company believed it was appropriate to recognize revenue ratably over the initial five year license period.

Subsequent to filing form 10-Q for the period ended March 31, 2011, we changed our independent public accountants.  Upon further review of the contract by our new independent public accounting firm, they proposed an audit adjustment to recognize revenue of $275,000 in the period ended March 31, 2011 and communicated to our Board of Directors the material weakness.

Upon further evaluation of the proposed audit adjustment, the Company reviewed ASC 985-605-25-3 and concluded that persuasive evidence of the arrangement existed; delivery had occurred in the three month period ended March 31, 2011, the fee was fixed and determinable and collection had occurred.  In addition, we also reviewed the contract and noted the following substantive terms –

●

The Company has no further obligation to perform any services subsequent to delivery of the software and source code.

●

The $275,000 is non-refundable.  If the third party does not sell or market to any third parties (i.e. no royalties would be payable), then it is not entitled to a refund of any portion of the $275,000.

●

The license period is indefinite.  There is no "renewal" period.  The five year period that is mentioned above allows for termination of the contract by either party if there have been no royalties generated.  With termination of the contract, the buyer no longer has the right to market or sell the software.

Based on the evaluation of ASC 985-605-25-3 and review of other substantive terms of the contract identified above, we believed that it was appropriate to amend form 10-Q for the period ended March 31, 2011 to recognize revenue in full and communicate the material weakness in internal controls.

Production Services Agreement

DDM was hired by a related party Dolphin Entertainment, Inc. to aid in the pre through post production of a web series and coordinate and supervise the digital sales and distribution of the web series.  At the time, management did not evaluate all substantive terms of the contract and apply the appropriate accounting principles generally accepted in the United States of America (“US GAAP”). The Production service agreement was initially recorded using completed contract accounting.

Upon further review of the contract by our new independent public accounting firm, they proposed an audit adjustment to recognize revenue of $100,000 in the period ended June 30, 2011 and communicated to our Board of Directors the material weakness.

Dolphin Digital Media, Inc.

September 28, 2012

File No 0-50621

Page 3

Determining whether to use the Completed Performance model or the Proportional Performance model requires significant judgment. However, the following factors, if present in a service arrangement, may indicate that the Completed Performance model should be used:

1.

If the seller fails to perform the final act, the customer (or the customer's new service provider) would need to "start over," rather than just pick up where the original vendor left off. If revenue is truly earned as services are provided, neither the customer nor the customer's new service provider should have to re-perform activities or services already completed by the original vendor.

2.

Payment terms indicate that no payment is due until the final act is performed. This may indicate that the parties have agreed that the final act is particularly significant.

3.

The final act is significantly different in nature from the other acts to be performed. This may indicate that the other acts are simply performed to allow the final and important act to be performed.

4.

The contracts underlying the transaction specify only the final act (i.e., completion of service) and other acts are performed at the seller's discretion. If the interim acts are not discussed in the contracts, they are unlikely to be important to the customer.

5.

There is significant uncertainty as to whether the vendor can complete all of the acts in the arrangement. If the vendor is uncertain of its ability to complete the final act or acts, this may indicate that these acts are more difficult and potentially more significant to the arrangement.

Upon further review of the contract, we determined that the revenues were earned as the services were provided as the nature of the services provided were consultative in nature and DDM was not responsible for the completion or delivery of the web series.   As a result, the Company agreed that the revenue should be recognized as the services are performed.

Financial Statements

Note 3 – Summary of Significant Accounting Policies, page F-8

4.

Refer to your discussion of revenue recognition of page 18.  We note that for fixed price contracts you recognize revenue ratably over the contract period or by other input or output methods to measure the service provided but expense contract costs as incurred.  Please expand the disclosure to clarify how you compute income earned under the percentage of completion method using guidance in ASC 605-35-25-82 to 84.  Clarify how you match costs incurred under the fixed price contracts to revenue recognized during the period.  Please revise Critical Accounting Policies, Judgments and Estimates on page 18 accordingly.

We have accounted for the fixed price contracts using the completed contract method and as such did not use the guidance found in 605-35-25-82 to 84.  Instead, since the contracts were of short duration, we used guidance in ASC 605-35-25-92 to 93.  This guidance states that in accounting for contracts of short duration, income is ordinarily recognized when performance is substantially completed and accepted.  Under those circumstances, revenues and costs in the aggregate for all contracts, would be expected to result in a matching of gross profit with period overhead or fixed costs similar to that achieved by use of the percentage of completion method.  Our costs related to these contracts are personnel costs that we have determined are immaterial. We will evaluate future contracts to determine if percentage of completion or completed contract method should be used to properly record the transaction in accordance with proper GAAP.  We request that the staff review our response and accept that we revise the Summary of Significant Accounting Policy and Critical Accounting Policies, Judgments and Estimates for future filings without having to restate the 2011 10K.  We propose to add the following disclosure to our Critical Accounting Policies, Judgments and Estimates, on future filings:

Revenue Recognition

Revenue is recognized in accordance with the provision of FASB ASC Topic 605, “Revenue Recognition”. In general, the Company records revenue when persuasive evidence of an arrangement exists, products have been delivered or services have been rendered, the selling price is fixed and determinable, and collectability is reasonably assured. The Company recognizes monthly and annual subscription revenues over the service period. Advertising revenue is recognized over the period the advertisement is displayed.

We account for contracts for development, production and services activities consistent with FASB ASC 605-35, Accounting for Performance of Construction-Type and Certain Production-Type Contracts, and other relevant revenue recognition accounting literature. We consider the nature of these contracts and the types of products and services provided when determining the proper accounting for a particular contract. Generally for fixed-price contracts, other than service-type contracts, revenue is recognized by the completed contract method due to the short duration of the contracts. Revenue from service-type fixed-price contracts is recognized ratably over the contract period or by other appropriate input or output methods to measure service provided, and contract costs are expensed as incurred. We establish billing terms at the time project deliverables and milestones are agreed.   The risk to us on a fixed-price contract is that if estimates to complete the contract change from one period to the next, profit levels will vary from period to period. For all types of contracts, we recognize anticipated contract losses as soon as they become known and estimable. Out-of-pocket expenses that are reimbursable by the customer are included in revenue and cost of revenue.

The use of contract accounting requires significant judgment relative to estimating total contract revenues and costs, including assumptions relative to the length of time to complete the contract, the nature and complexity of the work to be performed, anticipated increases in wages and prices for subcontractor services and materials, and the availability of subcontractor services and materials. Our estimates are based upon the professional knowledge and experience of our personnel. Changes in estimates are applied retrospectively and when adjustments in estimated contract costs are identified, such revisions may result in current period adjustments to earnings applicable to performance in prior periods.

The costs related to these contracts are mostly personnel and we have determined them to be immaterial for deferral until completion of the contract. As such, we expense these costs as incurred.  ASC 605-35-25-34 through 37 provides guidance on accounting for contract costs.  Contract costs should be accumulated in the same manner as inventory costs and charged to operations as the revenues from the contracts are recognized.  At month end, we evaluate the amount of personnel cost allocable to specific contracts in process to determine if the cost is material.  If costs are determined to be material, we will defer in accordance with GAAP.     For all types of contracts, we recognize anticipated contract losses as soon as they become known and estimable.

Dolphin Digital Media, Inc.

September 28, 2012

File No 0-50621

Page 4

5.

Refer to your discussion of capitalized production costs on page F-9.  Please expand the disclosure to explain in detail the reason for the timing and amount of the impairment of website development costs of $2,166,143 in 2010 and impairment of advances made to an unrelated party of $170,500 in 2010.  Please expand the discussion in MD&A on page 16 accordingly.

Website Development Costs

In evaluating impairment of the website development costs, we considered guidance in ASC 360-10-35-21 which provides a list of examples of events and changes in circumstances that indicate the carrying amount of an asset may not be recoverable and may need to be evaluated for recoverability.   One of the six points is “a current period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long lived asset”.  During part of 2008, all of 2009 and the first three quarters of 2010, we dedicated all of the company resources to building and promoting Dolphin Secure, an online social media website for tweens. Our intention was to sell the use of the software, accessible using fingerprint technology, to provide a safe internet venue for tweens.  In the fourth quarter of 2010 we decided to change our strategic direction to

CORRESP
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    dpdm_corresp.htm

September 18, 2012

VIA FEDERAL EXPRESS

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Larry Spirgel

Director of Divisions of Corporate Finance

Re:

Dolphin Digital Media, Inc.: Form 10-K for Fiscal year ending December 31, 2012 filed March 30, 2012.  File Number: 0-50621/

Dear Mr. Spirgel:

On behalf of Dolphin Digital Media, Inc. (the “Company”) in response to the letter of the Staff of the Securities and Exchange Commission dated September 4, 2012 we hereby advise you that we will able to respond to comments by September 28, 2012.  Should you have any further questions do not hesitate to contact the undersigned.

September 4, 2012

Via e-mail:
Mr. William O’Dowd
Chief Executive Officer
Dolphin Digital Media, Inc.
2151 LeJeune Road, Suite 150 – Mezzanine
Coral Gables, FL  33134

Re: Dolphin Digital Media , Inc.
Form 10-K for the fiscal year ended December 31, 20 11
Filed March 30, 2012
  File No. 0-50621

Dear Mr. O’Dowd:

 We have limited our review to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your documents.  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 within ten business days by amen ding your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances  or do not
believe an amendment is appropriate , please tell u s why in your response.

After reviewing  any amendment to your filing and  the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the year ended December 31, 2011

Management’s Discussion and Analys is, page 16

Liquidity and Capital Resources, page 17

1. We note that you capitalized $1,294,120 of web series production costs that were
included in other liabilities as of the balance sheet date.  Please expand the discussion to
explain the reason for capi talizing these costs prior to payment for the expenses.  Explain
the nature of the obligation and why the timing was appropriate.

Mr. William O’Dowd
Dolphin Digital Media , Inc.
September 4, 2012
Page 2

 2. Also, explain the reason for accounting for the proceeds from revenue participation
agreements as debt, detailing the terms  of the agreements that support your accounting
for these payments as debt proceeds.

Item 9A. Controls and Procedures, page 21

3. We note that your disclosure controls and procedures were not effective due to material
weaknesses in procedures.  Please expa nd the disclosure to explain in greater detail why
the revenue recognition for a software license was recorded ratably over a 5 year period
but then restated to recognize revenue from this license at the time the software was
delivered.  Also, please expla in in greater detail why the revenue from a Production
services agreement was initially recorded using completed contract accounting and
deferred and then why it was revised to recognize revenue as services were provided.

Financial Statements

Note 3 – Summary of Significant Accounting Policies, page F -8

4. Refer to your discussion of revenue recognition on page 18.  We note that for fixed price
contracts you recognize revenue ratably over the contract period or by other input or
output methods to measure the service provided but expense contract costs as incurred.
Please expand the disclosure to clarify how you compute income earned under the
percentage -of-completion method using the guidance in ASC 605 -35-25-82 to 84.
Clarify how you match costs incurre d under the fixed price contracts to the revenue
recognized during the period.  Please revise Critical Accounting Policies, Judgments and
Estimates on page 18 accordingly.

5. Refer to your discussion of capitalized production costs on page F -9.  Please expan d the
disclosure  to explain in detail the reason for the timing and amount of the impairment of
website development costs of $2,166,143 in 2010 and impairment of advances made to
an unrelated party of $170,500 in 2010.  Please expand the disc ussion  in MD&A  on page
16 accordingly.

Note 15 – Commitments and Contingencies, page F -21

6. Refer to the disclosure of tax filings on page F -22.  Please expand the disclosure to
explain in greater detail the nature of the information returns and the reason for not filin g
the returns.

Mr. William O’Dowd
Dolphin Digital Media , Inc.
September 4, 2012
Page 3

 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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

            In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please file all correspondence over EDGAR.  You may contact Claire DeLabar , Senior
Staff Accountant, at (202) 551 -3349 or Terry French, Accountant Branch Chief , at (202) 551 -
3828 if you have questions regarding comments on the financial statements and related matters.
Please contact me at (202) 551 -3810 with any other questions.

Sincerely,

/s/ Carlos Pacho for

Larry Spir gel
Assistant Director

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720          February 16, 2010
Via U.S. Mail and Fax (305) 774-0405

William O’Dowd IV
Chief Financial Officer Dolphin Digital Media, Inc. 804 Douglas Road Executive Tower Building Suite 365 Miami, FL 33134
 RE: Dolphin Digital Media, Inc.
Form 10-K for the fiscal year ended December 31, 2008 File No. 000-50621

Dear Mr. O’Dowd:
We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
Sincerely,    Larry Spirgel Assistant Director

CORRESP
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filename1.htm

Correspondence

350 East Las Olas Boulevard

Las Olas Centre II, Suite 1150

P.O. Box 30310

Fort Lauderdale, FL 33303-0310

954.759.2763 Direct

954.462.4150 Main

954.462.4260 Fax

jmayersohn@ralaw.com

January 5, 2010

United States Securities and Exchange Commission

Division of Corporate Finance AD-11

100 F Street, N.E. – Mailroom 3720

Washington, DC 20549

    Re:

     Dolphin Digital Media, Inc. Form 10-K f/y/e December 31, 2008, Form 10-Q
 f/q/e March 31, 2009
and Form 10-Q f/q/e June 30, 2009

File No. 000-50621

Ladies and Gentlemen:

With respect to the letter dated December 11, 2009, addressed to William O’Dowd IV, Chief Financial Officer of
Dolphin Digital Media, Inc., please be advised that the Company will respond to such letter on or before January 15,
2010. Should you have any further questions, please feel free to contact the undersigned.

Very truly yours,

/s/ Joel D. Mayersohn

Joel D. Mayersohn

JDM/dcb

    cc:

    Paul Monsour, Staff Accountant

Securities and Exchange Commission

William O’Dowd IV

Cleveland Toledo Akron Columbus Cincinnati Washington, D.C. Tallahassee Orlando Fort Myers Naples
Fort Lauderdale

www.ralaw.com

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720          December 11, 2009
Via U.S. Mail and Fax (305) 774-0405

William O’Dowd IV
Chief Financial Officer Dolphin Digital Media, Inc. 804 Douglas Road Executive Tower Building Suite 365 Miami, FL 33134
 RE: Dolphin Digital Media, Inc.
Form 10-K for the fiscal year ended December 31, 2008  Form 10-Q for the quarters ended March 31, June 30, and September 30, 2009 File No. 000-50621

Dear Mr. O’Dowd:
We have reviewed your supplemental response letter dated November 20, 2009 as well as
your filing and have the following comments.  As noted in our comment letter dated October 29, 2009, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.
Annual Report filed on Form 10-K for the year ended December 31, 2008

Note 5 – Intangible Assets, page F-15

1. We note your response and continue to believe that SAB 48 does not apply to the referenced
transaction.  We believe that Digital Media was the accounting acquirer of Logica Holdings on June 23, 2008 and that SFAS 141 purchase accounting should have been applied to this transaction.  Please amend your 12/31/08 10-K and any subsequent affected filings
accordingly.

William O’Dowd IV
Dolphin Digital Media, Inc. December 11, 2009 Page 2  Note 6 – Notes Payable, page F-15

2. We note your response that the sale and conversion of common stock throughout 2008 was actually sales of stock to private 3
rd party investors.  Please revise the notes to your financial
statements to reflect the appropriate description of the transactions.

*    *    *    *

As appropriate, please amend your 10-K and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite  our review.  Please furnish a cover letter with
your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  The cover letter and amendment should be uploaded to the EDGAR system.  Please understand that we may have additional comments after reviewing your amendment 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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.
You may contact Paul Monsour, Staff Acc ountant, at (202) 551-3360 or Carlos Pacho,
Senior Assistant Chief Accountant, at (202) 551-3835 if you have questions regarding comments

William O’Dowd IV
Dolphin Digital Media, Inc. December 11, 2009 Page 3  on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.
Sincerely,    Larry Spirgel Assistant Director

CORRESP
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Correspondence

November 19, 2009

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Larry Spirgel, Assistant Director

    Re:

    Dolphin Digital Media, Inc. (the “Company) Form 10-K

    Form 10-K for the Fiscal Year Ended December 31, 2008

    Form 10-Q for the Quarters Ended March 31, 2009 and June 30, 2009

    File No. 000-50621

Dear Mr. Spirgel:

The purpose of this letter is to provide the Company’s responses to the October 29, 2009
Comment Letter (the “Comment Letter”) to Mr. William O’Dowd IV, Chief Financial Officer of the
Company. This letter indicates how the Company proposes to respond to your comments and provide
certain information requested by you in the Comment Letter. For your convenience, we have restated
the comments from the Comment Letter below followed by the Company’s responses.

    Note 5 — Intangible Assets, page F-15

    COMMENT 1.

    We note that “on June 23, 2008 [you] purchased 100% of
Dolphin Digital Media, Inc. [by issuing] 24,063,735
[or 51% of your] outstanding common stock” to William
O’Dowd IV. You believed that the acquisition
constituted a “change of control” and, per the
guidance of SAB 48, you recorded the assets of Dolphin
Digital Media, Inc. at its historical cost. Per the
roll-forward of intangible assets at F-15, the
historical cost was $525,403.

    SAB 48 states “that if nonmonetary assets are received by a . . . closely
held company from promoters or shareholders in exchange for stock, such
assets should normally be recorded at the historical cost basis of the
promoters, or shareholders.” When referencing “promoters or shareholders,”
SAB 48 is referring to promoters or shareholders of the existing company.
Mr. O’Dowd was not a promoter or shareholder of Logica Holdings, Inc. (the
acquirer of Dolphin Digital Media, Inc.) until the company issued him 24
million shares as the purchase price for the Dolphin Entertainment license.

Larry Spirgel, Assistant Director

November 19, 2009

Page 2

    We believe that this transaction did not fall within the scope of SAB 48.
Therefore, we believe that the transaction should have been accounted for at
fair value. In this regard, we note that Logica Holdings’ stock was trading
at $1.00 per share at June 23, 2008. Please revise or advise.

         Response:

    Dolphin Digital Media was a newly created entity on June 23, 2009.

Consisting of $1,000 in cash. The intangible assets of $525,403 at December
31, 2009 were acquired after the date of the transaction.

    Note 6 — Notes Payable, page F-15

    COMMENT 2.

    We note that during 2008 you received proceeds of $1.9
million from notes payable that were later converted
into 3.9 million shares of common stock. We also note
that the debt was convertible at a price of $0.50 per
share and was payable on demand.

    It appears that you have not properly applied EITF 98-5. Your stock price
closed above $0.50 for all but one day (June 11) of 2008. Therefore, given
that your notes were payable on demand and convertible into common stock at
$0.50 per share, the debt was “in-the-money” at issuance. We believe that
you should have recognized a beneficial conversion feature at each issuance.
Please revise or advise.

         Response:

    The Company incorrectly footnoted the transactions. All funds that were
received should have been recorded as a sale of common stock. Please note
the last sentence of footnote 6. “The loan notes did not accrue any interest
because the Company converted the loans the same day that the funds were
received” We will correct the disclosure pertaining to the sale of common
stock.

The Company hereby acknowledges that:

    •

    the Company is responsible for the adequacy and adequacy of the disclosure in
the filings;

Larry Spirgel, Assistant Director

November 19, 2009

Page 3

    •

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

    •

    the Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the Federal Securities Laws of the
United States.

We would appreciate the cooperation of Staff in working with us to address any future comments
the Staff may have on the Company’s filings. We welcome the opportunity to speak with Staff
members directly in an effort to expedite any review.

    Sincerely,

Dolphin Digital Media, Inc.

    By:

/s/
William O’Dowd IV

    William O’Dowd IV

    Chief Financial Officer

CORRESP
1
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Dolphin Digital Media, Inc. - Correspondence

        A LEGAL PROFESSIONAL ASSOCIATION

    350
      EAST LAS
      OLAS BOULEVARD

      LAS OLAS CENTRE
      II, SUITE 1150

      P.O. BOX 30310

      FORT LAUDERDALE, FL
      33303-0310

      954.759.2763 DIRECT

      954.462.4150 MAIN

      954.462.4260 FAX

      jmayersohn@ralaw.com

November 11, 2009

United States Securities and Exchange Commission

Division of Corporate Finance AD-11

100 F Street, N.E. - Mailroom 3720

Washington, DC 20549

    Re:
    Dolphin Digital Media, Inc. Form 10-K f/y/e
      December 31, 2008, Form 10-Q

      f/q/e March 31, 2009 and Form 10-Q f/q/e June 30, 2009

      File No. 000-50621

Ladies and Gentlemen:

              As
per my discussion with Paul Monsour, Staff Accountant at the Securities and Exchange
Commission, please be advised that Dolphin Digital Media, Inc. hereby requests
an extension of time to respond to the Staff Comment Letter dated October 29,
2009 to November 20, 2009. Should you have any questions with respect to the foregoing,
please contact the undersigned.

    Very truly yours,

    Joel D. Mayersohn

JDM/dcb

    cc:
    Paul Monsour, Staff Accountant

      Securities and Exchange Commission

      William O'Dowd

CLEVELAND
     TOLEDO    AKRON
     COLUMBUS    CINCINNATI
     WASHINGTON, D.C.
     TALLAHASSEE    ORLANDO
     FORT MYERS    NAPLES
     FORT LAUDERDALE

  www.ralaw.com

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720          October 29, 2009
Via U.S. Mail and Fax (305) 774-0405

William O’Dowd IV
Chief Financial Officer Dolphin Digital Media, Inc. 804 Douglas Road Executive Tower Building Suite 365 Miami, FL 33134
 RE: Dolphin Digital Media, Inc.
Form 10-K for the fiscal year ended December 31, 2008  Form 10-Q for the quarters ended March 31 and June 30, 2009 File No. 000-50621

Dear Mr. O’Dowd:
We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  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 necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better 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 overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

William O’Dowd IV
Dolphin Digital Media, Inc. October 29, 2009 Page 2
Annual Report filed on Form 10-K for the year ended December 31, 2008

Note 5 – Intangible Assets, page F-15

1. We note that “on June 23 2008 [you] purchased 100 % of Dolphin Digital Media Inc. [by
issuing] 24,063,735 [or 51% of your] outstanding common stock” to William O’Dowd IV.  You believed that the acquisition constituted a “change of control” and, per the guidance of SAB 48, you recorded the assets of Dolphin Digital Media, Inc at its historical cost.  Per the
roll-forward of intangible assets at F-15, the historical cost was $525,403.  SAB 48 states “that if nonmonetary assets are received by a . . . closely held company from promoters or shareholders in exchange for stock, such assets should normally be recorded at the historical cost basis of the promoters, or shareholders.”  When referencing “promoters or
shareholders,” SAB 48 is referring to promoter s or shareholders of the existing company.
Mr. O’Dowd was not a promoter or shareholde r of Logica Holdings, Inc. (the acquirer of
Dolphin Digital Media, Inc.) until the company issued him 24 million shares as the purchase price for the Dolphin Entertainment license.  We believe that this transaction did not fall within the scope of SAB 48.  Therefore, we believe that the transaction should have been accounted for at fair value.  In this regard, we note that Logica Holdings’ stock was trading at $1.00 per share at June 23, 2008.  Please revise or advise.
Note 6 – Notes Payable, page F-15

2. We note that during 2008 you received proceeds of $ 1.9 million from notes payable that were later converted into 3.9 million shares of common stock.  We also note that the debt was convertible at a price of $0.50 per share and was payable on demand.  It appears that you have not properly applied EITF 98-5.  Your stock price closed above
$0.50 for all but one day (June 11) of 2008.  Ther efore, given that your notes were payable
on demand and convertible into common stock at $0.50 per share, the debt was “in-the-money” at issuance.  We believe that you should have recognized a beneficial conversion feature at each issuance.  Please revise or advise.

*    *    *    *

As appropriate, please amend your 10-K and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite  our review.  Please furnish a cover letter with

William O’Dowd IV
Dolphin Digital Media, Inc. October 29, 2009 Page 3  your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  The cover letter and amendment should be uploaded to the EDGAR system.  Please understand that we may have additional comments after reviewing your amendment 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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.
You may contact Paul Monsour, Staff Acc ountant, at (202) 551-3360 or Carlos Pacho,
Senior Assistant Chief Accountant, at (202) 551-3835 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.
Sincerely,    Larry Spirgel Assistant Director

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                           Dolphin Digital Media, Inc.
                                 82 Avenue Road
                        Toronto, Ontario, Canada M5R 2H2
                                 (416) 929-5798

                                 October 9, 2008

                                    "CORRES"
VIA EDGAR
---------

United States Securities and Exchange Commission
Mail Stop 3720
100 F. Street, N.E.
Washington, D.C. 20549

         Re:  Dolphin Digital Media, Inc.
              Registration Statement on Form S-1
              File No. 333-149143

Ladies and Gentlemen:

         Pursuant to the provisions of Rule 461 of the Securities Act of 1933,
as amended, the undersigned registrant hereby respectfully requests that the
above captioned Registration Statement become effective at 4:00 p.m., E.D.T. on
Friday, October 10, 2008, or as soon thereafter as practicable.

         The undersigned acknowledges to the Staff its awareness of its
responsibilities under the Securities Exchange Act of 1934, as amended.
Furthermore, the Company acknowledges that:

         o    should the Commission or the staff, acting pursuant to delegated
              authority, declare the filing effective, it does not foreclose the
              Commission from taking any action with respect to the filing;

         o    the action of the Commission or the staff, acting pursuant to
              delegated authority, in declaring the filing effective, does not
              relieve the Company from its full responsibility for the adequacy
              and accuracy of the disclosure in the filing; and

         o    the Company may not assert staff comments and declaration of the
              effectiveness as a defense in any proceeding initiated by the
              Commission or any person under the Federal Securities Laws of the
              United States.

                                                   Very truly yours,

                                                   Dolphin Digital Media, Inc.

                                                   By:  /s/ William O'Dowd, IV
                                                        ------------------------
                                                        William O'Dowd, IV
                                                        Chief Executive Officer

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                           Dolphin Digital Media, Inc.
                                 82 Avenue Road
                        Toronto, Ontario, Canada M5R 2H2
                                 (416) 929-5798

                               September 29, 2008

                                    "CORRES"
VIA EDGAR

United States Securities and Exchange Commission
Mail Stop 3720
100 F. Street, N.E.
Washington, D.C. 20549

         Re:      Dolphin Digital Media, Inc.
                  Registration Statement on Form S-1
                  File No. 333-149143

Ladies and Gentlemen:

         Pursuant to the provisions of Rule 461 of the Securities Act of 1933,
as amended, the undersigned registrant hereby respectfully requests that the
above captioned Registration Statement become effective at 4:00 p.m., E.D.T. on
Tuesday, September 30, 2008, or as soon thereafter as practicable.

         The undersigned acknowledges to the Staff its awareness of its
responsibilities under the Securities Exchange Act of 1934, as amended.
Furthermore, the Company acknowledges that:

         o    should the Commission or the staff, acting pursuant to delegated
              authority, declare the filing effective, it does not foreclose the
              Commission from taking any action with respect to the filing;

         o    the action of the Commission or the staff, acting pursuant to
              delegated authority, in declaring the filing effective, does not
              relieve the Company from its full responsibility for the adequacy
              and accuracy of the disclosure in the filing; and

         o    the Company may not assert staff comments and declaration of the
              effectiveness as a defense in any proceeding initiated by the
              Commission or any person under the Federal Securities Laws of the
              United States.

                                                Very truly yours,

                                                Dolphin Digital Media, Inc.

                                                By: /s/ Enzo Taddei
                                                    ----------------------------
                                                    Enzo Taddei
                                                    Chief Financial Officer

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                             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

<PAGE>
<TABLE>
<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>

<PAGE>

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.

<PAGE>

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.
</TEXT>
</DOCUMENT>

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

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Joel D. Mayersohn                                             CHICAGO, ILLINOIS
                                                                   ______

                                                             BOCA RATON, FLORIDA
                                                                   ______

                                LAW OFFICES                    MIAMI, FLORIDA
                            ARNSTEIN & LEHR LLP                    ______

                  200 EAST LAS OLAS BOULEVARD SUITE 1700       TAMPA, FLORIDA
                    FT. LAUDERDALE, FLORIDA 33301-2240             ______
                              (954) 713-7600
                            FAX (954) 713-7700                WEST PALM BEACH,
                             www.arnstein.com                      FLORIDA
                               FOUNDED 1893                        ______

                                                              HOFFMAN ESTATES,
                                                                  ILLINOIS
                               May 13, 2008                        ______

                                                            MILWAUKEE, WISCONSIN
                                                                   ______

                                                                  MEMBER OF
                                                                INTERNATIONAL
                                                               LAWYERS NETWORK

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

       Re:    Logica Holdings, Inc. (the "Company")
              Form S-1 Registration Statement; Filed February 11, 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 March 12, 2008. The Company's response below
corresponds numerically to the Comment 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.

              All comments issued in connection with the Staff's review of the
              Company's 2006 Form 10-KSB, have, to the extent applicable, been
              incorporated into the Registration Statement.

       2.     In your next amendment, include audited financial statements for
              the fiscal year ended December 31, 2007 and update your disclosure
              accordingly.

              We have included in Pre-Effective Amendment No. 1 to Form S-1
              (File No. 333-149143) (the "Amendment") audited financial
              statements for the fiscal year ended December 31, 2007, and have
              updated the disclosure accordingly in the following sections of
              the Amendment:

<PAGE>

Division of Corporate Finance
May 13, 2008
Page 2

              *      Prospectus Summary
              *      Management's Discussion and Analysis or Plan of Operation
              *      Index to Financial Statements

       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-affiliates, the nature of the offering and the selling
              security holders, the transaction appears to he a primary
              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
              underwriters in the filing.

              If you disagree with our analysis, please tell 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:

              o      The number of selling shareholders and the percentage of
                     the overall offering made by each shareholder;

              o      The date on which and the manner in which each selling
                     shareholder received the shares and/or the overlying
                     securities;

              o      The relationship of each selling shareholder with the
                     company, including an analysis of whether the selling
                     shareholder is an affiliate of the company;

              o      Any relationships among the selling shareholders;

              o      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;

              o      The discount at which the shareholders will purchase the
                     common stock underlying the convertible notes (or any
                     related security, such as a warrant or option) upon
                     conversion or exercise; and

<PAGE>

Division of Corporate Finance
May 13, 2008
Page 3

              o      Whether or not any of the selling shareholders is in the
                     business of buying and selling securities.

              We have reduced the total number of shares being registered under
              the Registration Statement from 4,895,833 shares of our common
              stock, to 2,143,314 shares of our common stock. Please see
              response to Comment #8 below. As a result, we believe the
              transaction as currently evidenced in the Amendment is
              appropriately characterized as a transaction that is eligible to
              be made under Rule 415(a)(1)(i).

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

       4.     Please identify the additional 100,000 issued and outstanding
              common shares that are registered for resale by this registration
              statement on your prospectus cover page. Also, in an appropriate
              location in the prospectus, briefly disclose how the seller of
              such shares acquired them and why they are included in this
              registration statement.

              The 100,000 issued and outstanding shares in question are no
              longer being registered under the Registration Statement, and have
              been deleted from the Amendment.

       5.     Your statement that you are registering for resale shares by
              "persons to whom such selling stockholders may transfer their
              shares" appears overly broad. Please 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.

              We have revised the "Prospectus Cover Page" of the Registration
              Statement by deleting the phrase "and the persons to whom such
              selling stockholders may transfer their shares."

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 example, indicate that the selling shareholder did
              purchase the additional 250,000 shares of preferred stock. When
              updating your disclosure, focus on disclosing in the summary the
              most material terms of the financing and provide more detailed

<PAGE>

Division of Corporate Finance
May 13, 2008
Page 4

              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
              acronyms and defined terms.

              We have updated the second paragraph under the "Prospectus Summary
              - Recent Developments - Financings" section of the Registration
              Statement to provide that, since the date of the purchase
              agreement, the Investors purchased an additional 250,000 shares of
              Series A Convertible Preferred Stock from us on November 7, 2007,
              for $250,000. Further, we have updated the disclosure in that
              section to focus on disclosing the most material terms of the
              financing, and have updated the "Business" section of the
              Registration Statement to provide a more detailed disclosure of
              the financing.

              Further, we have updated the "Prospectus Summary - Recent
              Developments - Dispositions" section of the Registration Statement
              to focus on the purpose and effect of the transactions rather than
              highlighting the legal steps.

              In each of the foregoing revisions, we have attempted to describe
              the terms in plain English and avoid the use of acronyms and
              defined terms.

       7.     Disclose the consequences of your failure to comply with your
              obligation to nominate an independent board of directors within
              four months of the date of the purchase agreement. Also disclose
              the consequences of your failure to file and have declared
              effective this registration statement within such time period.

              We have revised the "Business" section of the Registration
              Statement to provide that we issued the Investors in the October
              2007 Financing 187,500 shares of the Company's common stock on
              January 14, 2008, as liquidated damages related to our failure to
              timely file a registration statement pursuant to the terms of the
              registration rights agreement between the Company and the
              Investors, in consideration for which the Investors waived any
              further liquidated damages related to the filing of the
              registration statement.

              We have further revised the "Business" section of the Registration
              Statement to provide that the Company entered into an agreement
              with the Investors in the October 2007 Financing, on April 1,
              2008, pursuant to which the Company issued the Investors 300,000

<PAGE>

Division of Corporate Finance
May 13, 2008
Page 5

              shares of the Company's common stock for $30,000, and the
              Investors waived all rights to future liquidated damages related
              to the October 2007 Financing.

The Offering, page 4
--------------------

       8.     Please disclose the number of shares currently outstanding that
              are held by persons other than the selling shareholders,
              affiliates of the company, and affiliates of the selling
              shareholders and the percentage of these outstanding shares that
              the shares registered for resale represent.

              ----------------------------------- -----------------
              Shares currently outstanding held       8,682,566
              by persons other than the selling
              shareholders, affiliates of the
              Company, and affiliates of the
              selling shareholders:

              ----------------------------------- -----------------
              Shares registered for resale:           2,143,314
              ----------------------------------- -----------------
              Percentage of shares registered
               compared to 24.69% outstanding
              shares (as stated above):
              ----------------------------------- -----------------

       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 the date of the sales of the preferred shares and
              warrants).

              As stated in our response to Comment #3 above, we have reduced the
              total number of shares being registered under the Registration
              Statement from 4,895,833 shares of our common stock, to 2,143,314
              shares of our common stock, all of which underlie common stock
              purchase warrants. The closing market price for a share of our
              common stock on October 4, 2007, was $1.25. As such, the total
              dollar value of the 2,143,314 shares being registered in the
              Registration Statement is $2,679,142.45.

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 terms of the
              preferred shares and warrants issued in the October 2007 financing

<PAGE>

Division of Corporate Finance
May 13, 2008
Page 6

              could make obtaining additional financing more difficult and/or
              expensive.

              We have revised the risk factor on page six related to our need to
              raise additional capital to specifically discuss the following
              reasons we believe the October 2007 financing might make obtaining
              additional financing more difficult and/or expensive: (i) no
              dividends may be paid with respect to common stock while the
              Series A Preferred Stock is outstanding, unless said dividends are
              paid pro rata to the holders of the preferred stock; (ii) as long
              as the Series A Preferred Stock is outstanding, the Company may
              not, without the approval of the holders of the Series A Preferred
              Stock, authorize or create authorize or create any class of stock
              ranking as to dividends or distribution of assets upon a
              liquidation senior to or otherwise pari passu with the Series A
              Preferred Stock, or any of preferred stock possessing greater
              voting rights or the right to convert at a more favorable price
              than the Series A Preferred Stock; (iii) the Series A Preferred
              Stock is entitled to a $1.00 per share preferred distribution,
              prior to any distribution to holders of common stock, upon a
              liquidation of the Company; (iv) for a period of 5 years post
              closing, the Company shall be prohibited from effecting or
              entering into an agreement to effect any subsequent financing
              involving a transaction in which the Company issues or sells any
              debt or equity securities that are convertible into, exchangeable
              or exercisable for, or include the right to receive additional
              shares of common stock either (a) at

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

Mail Stop 3720

April 7, 2008

Via U.S. Mail and Fax

Mr. Enzo Taddei
Chief Financial Officer
Logica Holdings, Inc. 82 Avenue Road Toronto, Ontario  M5R 2H2, Canada   Re: Logica Holdings, Inc.
Form 10-KSB for the Year Ended December 31, 2006
  Filed May 15, 2007   File No. 0-50621
 Dear Mr. Taddei:   We have completed our review of your Form 10-KSB and related filings  and do not, at this
time, have any further comments.             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

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

VIA FAX 202-7729205
AND EDGAR

United States Securities and Exchange Commission
100 F Street, N.E., Stop 7010
Washington, D.C. 20549
Miss 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 Miss 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 8-K/A dated July 13, 2007, filed January 24, 2008.
-------------------------------------------------------

Report of Independent Registered Public Accounting Firm, page F-9
-----------------------------------------------------------------

     1.   Please revise to include an audit opinion that identifies and is
          signed by the issuing firm.

          Please find attached a copy of the signed audit opinion.

Note 3. Equipment, page F-20
----------------------------

     2.   We refer to your asset "Work in Process" of $396,853 as of December
          31, 2006, which appears to consist of expenditures for the development
          of computer software project. Please tell us in more detail about the
          nature of these costs and specifically how you met the criteria set
          out under SOP 98-1 for capitalization.

________________________________________________________________________________
                82 Avenue Road, Toronto, Ontario M5R 2H2, Canada.
                    Telephone 416-9295798    Fax 416-9294093
<PAGE>

         These development costs relate to the internal development of the
Company's website, PlaysOnTheNet.Com. This software is considered internal use
software. The Company has no plans to market the software externally.

         The "Work in Process" asset of $396,853 comprises direct labour costs
incurred in developing and acquiring custom code for the web applications,
development of data bases and HTML pages, installation and development of the
applications on the servers, the initial creation of hypertext links to other
sites, and the creation of initial graphics.

         All overhead costs, training, administration, updates, data conversion
costs, costs to input content into the website and other costs have been
expensed.

Note 4. Intangible Asset, page F20.
-----------------------------------

     3.   We refer to your intangible asset, "Publishers' Contracts" of $140,450
          as of December 31, 2006. Please tell us in detail the nature of this
          asset, and your basis for capitalization in accordance with GAAP.
          Please site the accounting literature that you relied upon in this
          conclusion.

          This asset comprises fees and commissions paid to a third party in
order to secure publishers contracts with the BBC, Random House Publishers,
Little Brown and others. These contracts allow us to include the publishers'
content on our website, and to act as internet distributors for these
publishers.

          We believe that the costs related to publishers contracts meets the
indefinite life criteria outlined in Statement of Financial Accounting Standards
No 142, "Goodwill and Other Intangible Assets" (SFAS 142) , because the Company
expects both the contract and the cash flows generated by the contract to
continue indefinitely due to the likelihood of continued renewal at little or no
cost.

          The Company does not amortize the asset, but evaluates the remaining
useful life of the asset each reporting period to determine whether events and
circumstances continue to support an indefinite useful life.

Yours sincerely,

/s/ Enzo Taddei
Enzo Taddei
CFO - Logica Holdings Inc.

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholder of
Plays On The Net Plc

         We have audited the accompanying consolidated balance sheet of Plays On
The Net Plc (A Development Stage Company) and its subsidiaries as of December
31, 2006, and the related consolidated statements of operations and
comprehensive loss, stockholder's deficit and cash flows for the period from May
23, 2006 (date of inception) to December 31, 2006. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audit.

         We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company
and its subsidiaries as of December 31, 2006, and the results of operations and
their cash flows for the period from May 23, 2006 (date of inception) to
December 31, 2006, in conformity with accounting principles generally accepted
in the United States of America.

         The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in note
1 to the consolidated financial statements, the Company is in development stage,
has incurred a loss from operations, and has a negative working capital and an
accumulated deficit during the development stage. These matters raise
substantial doubt about its ability to continue as a going concern. Management's
plans regarding these matters are described in note 1. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

                                                        /s/ SF Partnership

Toronto, Canada                                         CHARTERED ACCOUNTANTS
March 31, 2007

<PAGE>

                                                             SF Partnership, LLP
                                                           Chartered Accountants

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Logica Holdings, Inc.

We hereby consent to the incorporation by reference to the Registration
Statement on Form 8-K/A of Plays On The Net PLC, of our report dated March 31,
2007 relating to the consolidated financial statements of Logica Holdings, Inc.
and subsidiaries of December 31, 2006, and for the period from May 23, 2006
(Date of Inception) through to December 31, 2006, and to the reference to us
under the heading "Experts" in the Registration Statement on Form 8-K/A.

February 8, 2008

                                                        /s/  SF Partnership, LLP
                                                        ------------------------
                                                        CHARTERED ACCOUNTANTS

</TEXT>
</DOCUMENT>

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

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

 Mail Stop 3720

February 28, 2008
    Mr. Enzo Taddei Chief Financial Officer Logica Holdings, Inc. 82 Avenue Road Toronto, Ontario  M5R 2H2, Canada
 Re: Logica Holdings, Inc.
Form 10-KSB for the Year Ended December 31, 2006
  Filed May 15, 2007
   Form 10-QSB for the Quarter Ended September 30, 2007   File No. 0-50621

  Dear Mr. Taddei:
We have reviewed your supplemental response letter dated February 22, 2008, as
well as your filings and have the following comments.  As noted in our comment letter dated September 20, 2007, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.    Form 8-K/A dated July 13, 2007, filed January 24, 2008

Report of Independent Registered Public Accounting Firm, page F-9

1. Please revise to include an audit opinion that identifies and is signed by the issuing firm.

Mr. Enzo Taddei
Logica Holdings, Inc. February 28, 2008 Page 2

Plays on the Net and Subsidiaries

Balance Sheet as of December 31, 2006

Note 3. Equipment, page F-20
 2. We refer to your asset “Work in Process” of $396,853 as of December 31, 2006, which appears to consists of expenditures for the development of a computer software project.  Please tell us in more detail about the nature of these costs and specifically how you met the criteria set under SOP 98-1 for capitalization.
 Note 4. Intangible Asset, page F-20

 3. We refer to your intangible asset, “Publishers’ Contracts” of $140,450 as of December 31, 2006.  Please tell us in detail the nature of this asset, and your basis for capitalization in accordance with GAAP.  Please cite the accounting literature that you relied upon in this conclusion.

*    *    *    *
 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
  You may contact Christy Adams, Staff Accountant, at (202) 551-3363 or Ivette
Leon, Assistant Chief Accountant, at (202)  551-3351 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other 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

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

VIA FAX 202-7729205
AND EDGAR

United States Securities and Exchange Commission
100 F Street, N.E., Stop 7010
Washington, D.C. 20549
Miss 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 Miss 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-Q for the Nine Months Ended September 30, 2007.

Balance Sheet as of September 30, 2007.

     1.   We note your responses to our prior comments 1 and 2 set forth in our
          letter dated January 8, 2008 as well as the information you provided
          in the amended 8K/A filed January 24, 2008. As communicated to you in
          our conference call today, please provide us with roll-forward
          schedules for the period from June 30, 2007 through September 30, 2007
          for the following accounts:

          o    Common Share Capital;
          o    Additional Paid In Capital;
          o    Retained Earnings (Loss);
          o    Comprehensive Loss;
          o    Property and equipment;
          o    Intangible assets

       _________________________________________________________________
                82 Avenue Road, Toronto, Ontario M5R 2H2, Canada.
                      Telephone 416-9295798 Fax 416-9294093

<PAGE>

In your response, please provide as much information as necessary to clarify the
nature of each adjustment and entry, so that we can independently obtain a full
understanding of how you arrived at the ending balances.

Our responses to your comment letter dated February 14th 2008:

We would first like to point out that after carefully reviewing the balance
sheet items in question, we have been able to conclude that each revised balance
sheet should state the following:

                                        Plays On the Net    Post Reverse
                                        ----------------    ------------

                                            June 30 2007    Sept 30 2007
                                            ------------    ------------

Common Stock                                     140,725         252,460

Preferred Shares                                    --              --

Additional Paid-In Capital                     1,261,258       5,586,111

Retained Earning                                (710,050)       (710,050)

Net Income (Loss)                               (578,595)     (5,107,968)

Comprehensive Loss / Income                       (8,609)        (77,432)
                                            ------------    ------------

Total Stockholders' Deficit                      104,729         (56,879)
                                            ============    ============

       _________________________________________________________________
                82 Avenue Road, Toronto, Ontario M5R 2H2, Canada.
                      Telephone 416-9295798 Fax 416-9294093

<PAGE>
<TABLE>
<CAPTION>

Common Stock and additional paid in Capital:
--------------------------------------------
<S>              <C>                                         <C>             <C>
                                                                Par value           APIC
   6/30/2007     Initial and historical Shareholders               36,783    $ 1,627,169
    7/9/2007     Reverse Merger - POTN Plc                        180,000    $  (180,000)
    7/9/2007     Reverse Merger - Retained Earnings Logica                   $(2,311,628)
   9/26/2007     Shares for services rendered                       9,267    $   292,739
   9/27/2007     Debt Conversion                                   26,410    $   852,095

   9/30/2007     Goodwill  Australia                                    -    $ 4,999,724

   9/30/2007     Disposal of Australian Subsidiaries                    -    $(1,066,357)

   9/30/2007     Forgiveness - Australian Directors                     -    $   111,110
                                                             -------------   -----------
                                                                  252,460    $ 4,324,853
                                                             =============   ===========
</TABLE>

Common Stock:
-------------

The Common stock of the Company after the reverse merger was that of Logica
Holdings Inc. At June 30 2007 the par value of Common Stock was $ 36,838 and at
September 30 2007, the par value was $ 252,460. The difference is depicted
above.

Additional Paid In Capital:
---------------------------

The company's additional paid in Capital is the accumulative addition of the
June 30 2007 Plays On The net APIC (1,261,258) and the June 30 2007 Logica
Holdings APIC (1,627,169). The consolidated Additional Paid In Capital at
September 30, 2007 was 5,586,111 and the 2,697,683 difference is depicted above.

       _________________________________________________________________
                82 Avenue Road, Toronto, Ontario M5R 2H2, Canada.
                      Telephone 416-9295798 Fax 416-9294093

<PAGE>

Retained Earnings and Net Loss:

Upon reviewing the comments regarding the roll-forward of the retained earnings
(and net loss) from June 30, 2007 and September 30, 2007, we have concluded that
there were various amendments to be made to the three and nine month ended
September 30th 2007 income statement.

The revised 9 months ended September 30th 2007 income statement should have been
as follows:

Revenues                                         $            168,170

Cost of Sales                                    $            114,156

                                                 ---------------------
Gross Profit                                     $             54,014
                                                 =====================

Expenditures:
General and Administrative                       $            809,181
Legal and Professional Fees                      $            143,515
Depreciation                                     $             16,666
                                                 --------------------
Total Expense                                    $            969,362
                                                 ====================

Loss from Operations                             $           (915,348)
                                                 ====================

Other Income / Expense
Interest Income                                  $                 26
Interest Expense                                 $             28,935

Provision for Income Tax                         $               --
Impairment of Intangible assets                  $            537,303
                                                 --------------------
Total Other Expenses                             $            566,212
                                                 ====================

Net (Loss) for continuing operation              $         (1,481,559)
                                                 ====================

Discontinued Operations
Gain from discontinued operations                $             31,666
Gain on sale of Subsidiaries                     $          1,341,649
Impairment of Goodwill                           $         (4,999,724)
                                                 --------------------
Net Loss from discontinued Operations            $         (3,626,409)
                                                 ====================

Comprehensive Loss                               $         (5,107,968)
                                                 ====================

       _________________________________________________________________
                82 Avenue Road, Toronto, Ontario M5R 2H2, Canada.
                      Telephone 416-9295798 Fax 416-9294093

<PAGE>

The areas that have been revised are as follows:

     o    On consolidation we failed included the general and administrative
          expenses and legal & professional fees of Logica Holdings Inc.
     o    We had over depreciated certain assets by $ 7,258. The total
          depreciation form the 9 months should have been $ 16,666.
     o    We had erroneously misallocated the interest expense $ 28,935 in
          General and Administrative.
     o    We failed to include the impairment of the intangible asset $140,450
          and "work in Process" $ 396,853. This amounted to $ 537,302 as per the
          2006 audit report.
     o    We misstated the $ 31,666 as a "Loss from Discontinued Operations"
          when in effect there was a "Gain from discontinued Operations" of $
          31,666.
     o    Finally, we failed to include the Net Loss from Discontinued
          operations which amounted to $ 3,626,409.

In order to allow you to better comprehend the roll-forward of the retained
earnings from June 30, 2007 to September 30, 2007. Please note the revised 3
month ended September 30th 2007 Income Statement:

Revenues
                                                                  168,170

Cost of Sales                                                     114,156
                                                       ------------------

Gross Profit                                                       54,014
                                                       ==================

Expenditures:

General and Administrative                                        274,835

Legal and Professional Fees                                       128,461

Depreciation                                                        6,741
                                                       ------------------

Total Expense                                                     410,036
                                                       ==================

Loss from Operations                                             (356,022)
                                                       ==================

Other Income / Expense

Interest Income                                                        26

Interest Expense                                                    9,666

Provision for Income Tax                                             --

Impairment of Intangible Assets                                   537,302
                                                       ------------------

Total Other Expenses                                              546,942
                                                       ==================

       _________________________________________________________________
                82 Avenue Road, Toronto, Ontario M5R 2H2, Canada.
                      Telephone 416-9295798 Fax 416-9294093

<PAGE>

Net (Loss) for continuing operation                              (902,964)
                                                       ==================

Discontinued Operations

Gain from discontinued operations                                  31,666

Gain on sale of Subsidiaries                                    1,341,649

Impairment of Goodwill                                         (4,999,724)
                                                       ------------------

Net Loss from discontinued Operations                          (3,626,409)
                                                       ==================

Comprehensive Loss                                             (4,529,373)
                                                       ==================

The areas that have been revised are as follows:

     o    On consolidation we failed included the general and administrative
          expenses and legal & professional fees of Logica Holdings Inc.
     o    We had over depreciated certain assets by $ 4,046. The total
          depreciation form the 3 months should have been $ 6,741.
     o    We had erroneously misallocated the interest expense $ 9,666 in
          General and Administrative.
     o    We failed to include the impairment of the intangible asset $140,450
          and "work in Process" $ 396,853. This amounted to $ 537,302 as per the
          2006 audit report.
     o    We misstated the $ 31,666 as a "Loss from Discontinued Operations"
          when in effect there was a "Gain from discontinued Operations" of $
          31,666.
     o    Finally, we failed to include the Net Loss from Discontinued
          operations which amounted to $ 3,626,409.

The net loss at June 30th 2007 was $ 578,595 and the accumulative net loss at
September 30th 2007 was $ 5,107,968 hence the net loss for the 3 months ended
September 30th 2007 was $ 4,529,373.

       _________________________________________________________________
                82 Avenue Road, Toronto, Ontario M5R 2H2, Canada.
                      Telephone 416-9295798 Fax 416-9294093

<PAGE>

Responses to Property & Equipment & responses to intangible assets:

The asset value stated on the 8K/A filed January 24th 2008 was as follows:

Intangible Assets                               $           141,622
PP&E                                            $           682,516
                                                -------------------
                                                $           824,138
                                                ===================

The $141,622 was erroneously classified as an intangible asset instead of an
"Other Current Asset".

The Property and Plant was also misstated for various reasons:

     1)   We erroneously used an incorrect Exchange Rate. The total value of the
          assets should have been stated as $ 656,485 instead of $ 682,516. The
          difference between the two figures was an approximate 4% exchange rate
          difference.

     2)   We still were including the $ 537,302 of Intangible assets and "Work
          In Process" that was duly impaired at September 30th 2007.

The revised asset value at September 30th 2007 was $ 112,860. This figure was
the product of the following calculation:

Tangible Assets                                 $            82,936
Intangible Assets                               $           170,374
Work In Process                                 $           396,852
Impairment - Intangibles                        $          (140,450)
Impairment - Work In Process                    $          (396,852)
                                                -------------------
                                                $           112,860
                                                ===================

Yours sincerely,

Enzo Taddei
CFO - Logica Holdings Inc.

       _________________________________________________________________
                82 Avenue Road, Toronto, Ontario M5R 2H2, Canada.
                      Telephone 416-9295798 Fax 416-9294093
</TEXT>
</DOCUMENT>

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

 Mail Stop 3720

February 14, 2008
    Mr. Enzo Taddei Chief Financial Officer Logica Holdings, Inc. 82 Avenue Road Toronto, Ontario  M5R 2H2, Canada
 Re: Logica Holdings, Inc.
Form 10-KSB for the Year Ended December 31, 2006
  Filed May 15, 2007
   Form 10-QSB for the Quarter Ended September 30, 2007   File No. 0-50621

  Dear Mr. Taddei:
We have reviewed your supplemental response letter dated January 24, 2008, as
well as your filings and have the following comments.  As noted in our comment letter dated September 20, 2007, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.

Mr. Enzo Taddei
Logica Holdings, Inc. February 14, 2008 Page 2

Form 10-Q for the Nine Months Ended September 30, 2007

Balance Sheet as of September 30, 2007

1. We note your responses to our prior comments 1 and 2 set forth in our letter dated January 8, 2008 as well as the information you provided in the amended 8-K/A filed January 24, 2008.  As communicated to you in our conference call today, please provide us with roll-forward schedules for the period from June 30, 2007 through September 30, 2007 for the following accounts:
• Common Share Capital;
• Additional Paid-in-Capital;
• Retained Earnings(Loss);
• Comprehensive Loss;
• Property and Equipment;
• Intangible Assets
In your response, please provide as much information as necessary to clarify the nature of each adjustment and entry, so that we can independently obtain a full understanding of how you arrived at the ending balances.

*    *    *    *
 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
  You may contact Christy Adams, Staff Accountant, at (202) 551-3363 or Ivette
Leon, Assistant Chief Accountant, at (202)  551-3351 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other 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

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
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<TEXT>

                                                           CHICAGO, ILLINOIS
                                                                ------
                                                          BOCA RATON, FLORIDA
                                                                ------
                                                            MIAMI, FLORIDA
                                                                ------
                                                            TAMPA, FLORIDA
                                                                ------
                             LAW OFFICES                WEST PALM BEACH, FLORIDA
                         ARNSTEIN & LEHR LLP                    ------
                                                       HOFFMAN ESTATES, ILLINOIS
               200 EAST LAS OLAS BOULEVARD SUITE 1700           ------
                 FT. LAUDERDALE, FLORIDA 33301-2240       MILWAUKEE, WISCONSIN
                           (954) 713-7600                       ------
Joel D. Mayersohn        FAX (954) 713-7700
(954) 713-7614            www.arnstein.com              MEMBER OF INTERNATIONAL
jdmayersohn@arnstein.com    FOUNDED 1893                    LAWYERS NETWORK

                           January 24, 2008

The United States Securities and
Exchange Commission
100 F Street, N.E.
Mail Stop 3720
Washington, DC 20549

Attention:  Christine Adams

         Re:      Logica Holdings, Inc.
                  Form 10-KSB for the Year Ended December 31, 2006
                  Filed May 15, 2007

                  Form 10-QSB for the Quarter Ended September 30, 2007
                  File No. 0-50621

Dear Ms. Adams:

         In response to the letter from the Securities and Exchange Commission
Staff dated January 8, 2008, we have the following comments:

Form 8-K dated July 13, 2007
----------------------------

1.       We refer to the acquisition of Plays on the Net Plc, Anne's World
         limited and Curtain Rising for 12 million common shares. Please revise
         the Form 8-K to include audited historical financial statements of the
         acquired companies for the years ended December 31, 2006 and 2005 and
         for the interim period ended June 30, 2007, in accordance with Item
         310(c) of Regulation S-B. In this regard, we note that you concluded
         that Plays on the Net Plc was the accounting acquirer mainly because
         the 12 million shares issued represented 85% of the Company's common
         stock; however, we also note that Anne's World Limited and Curtain
         Rising were also acquired in the same transaction. Since it appears to
         us that Plays on the Net Plc, Anne's World Limited and Curtain Rising
         are 100% owned by the same shareholder, we will not object to the fact
         that you include combined financial statements for the three entities
         under common control in the amended Form 8-K.

<PAGE>

The United States Securities and
Exchange Commission
January 24, 2008
Page 2

         We have filed an 8-K/A dated January 24, 2008 to include the requested
         audited and interim period financial statements.

2.       In addition, we note that you included "pro forma consolidated
         financial statements" at December 31, 2006 and 2005 and for the interim
         periods ended March 31, 2007 and 2006. In this regard, please revise to
         provide pro forma financial information as of June 30, 2007 and for the
         periods ended December 31, 2006 and June 30, 2007, in accordance with
         Rule 310(d) of Regulation S-B. The pro forma financial information
         should be in columnar form starting with the audited financial
         statements of the acquirer; in another column, the financial statements
         of the acquiree (the company); pro forma adjustments including the
         allocation of the purchase price with any other adjustment related to
         the acquisition; and then another column showing pro forma results.
         Also you need to retroactively restate the historical stockholders'
         equity of the acquirer prior to the merger for the equivalent number of
         shares received in the merger after giving effect to any difference in
         par value of the issuer's and acquirer's stock with an offset to
         paid-in capital. Further, retained earnings (deficiency) of the
         acquirer are carried forward after the acquisition and the operations
         prior to the merger are those of the acquirer. In the absence of
         nominal issuances, earnings per share for periods prior to the merger
         are restated to reflect the number of equivalent shares received by the
         acquiring company.

         Please comply with the above comments by filing an amended 8-K as soon
         as possible or let us know when you will file the 8-K/A.

         We have revised the 8-K/A to include the requested pro forma financial
         information and made the necessary changes requested in such comment.

         If you have questions with respect to this letter, do not hesitate to
         contact the undersigned.

                                                     Very truly yours,

                                                     Joel D. Mayersohn

JDM/dcb
cc:      Enzo Taddei

</TEXT>
</DOCUMENT>

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

 Mail Stop 3720

January 8, 2008
  Mr. Enzo Taddei Chief Financial Officer Logica Holdings, Inc. 82 Avenue Road Toronto, Ontario  M5R 2H2, Canada
 Re: Logica Holdings, Inc.
Form 10-KSB for the Year Ended December 31, 2006
  Filed May 15, 2007
   Form 10-QSB for the Quarter Ended September 30, 2007   File No. 0-50621

Dear Mr. Taddei:
We have reviewed your supplemental response letter dated October 19, 2007, as
well as your filing and have the following comments.  As noted in our comment letter dated September 20, 2007, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.
Form 8-K dated July 13, 2007

1. We refer to the acquisition of Plays on the Net Plc, Anne’s World Limited and Curtain Rising for 12 million common shares.  Please revise the Form 8-K to include audited historical financial statements of the acquired companies for the years ended December 31, 2006 and 2005 and for the interim period ended June 30, 2007, in accordance with Item 310(c) of Regulation S-B.  In this regard, we note that you concluded that Plays on the Net Plc was the accounting acquirer mainly because the 12 million shares issued represented 85% of the Company’s common stock; however, we also note that Anne’s World Limited and Curtain Rising were also acquired in the same transaction.  Since it appears to us that Plays on the Net Plc, Anne’s World Limited and Curtain Rising are 100% owned by the same shareholder, we will not object to the fact that you include combined financial statements for the three entities under common control in the amended Form 8-K.

Mr. Enzo Taddei
Logica Holdings, Inc. January 8, 2008 Page 2
2. In addition, we note that you included “pro forma consolidated financial
statements” at December 31, 2006 and 2005 and for the interim periods ended March 31, 2007 and 2006.  In this regard, please revise to provide pro forma financial information as of June 30, 2007 and for the periods ended December 31, 2006 and June 30, 2007, in accordance with Rule 310(d) of Regulation S-B.  The pro forma financial information should be in columnar form starting with the audited financial statements of the acquirer; in another column, the financial statements of the acquiree (the company); pro forma adjustments including the allocation of the purchase price with any other adjustment related to the acquisition; and then another column showing pro forma results.  Also you need to retroactively restate the historical stockholders' equity of the acquirer prior to the merger for the equivalent number of shares received in the merger after giving effect to any difference in par value of the issuer's and acquirer's stock with an offset to paid-in capital.  Further, retained earnings (deficiency) of the acquirer are carried forward after the acquisition and the operations prior to the merger are those of the acquirer. In the absence of nominal issuances, earnings per share for periods prior to the merger are restated to reflect the number of equivalent shares received by the acquiring company.  Please comply with the above comments by filing an amended 8-K as soon as possible or let us know when you will file the 8-K/A.

*    *    *    *

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
  You may contact Christy Adams, Staff Accountant, at (202) 551-3363 or Ivette
Leon, Assistant Chief Accountant, at (202)  551-3351 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other 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

<DOCUMENT>
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<TEXT>

                              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.

                                       1
<PAGE>

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.

                                       2
<PAGE>

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.

                                       3
<PAGE>

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

                                       4
<PAGE>

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

                                       5
<PAGE>

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.

                                       6
<PAGE>

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

                                       7
<PAGE>

is fixed or deter

<DOCUMENT>
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<TEXT>

United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, DC  20549
Attention:  Christine Adams

Re:      Logica Holdings, Inc.
         Form 10-KSB for the Year Ended December 31, 2006
         Filed May 15, 2007
         Form 10-QSB for the Quarter Ended June 30, 2007
         Filed No. 0-50621

Dear Ms. Adams:

         Pursuant to our conversation, this shall serve as the Company's
acknowledgement that its response to the Comment Letter dated September 20,
2007, will be filed with the Securities and Exchange Commission on or before
October 19, 2007.

                                                     Very truly yours,

                                                     Logica Holdings, Inc.

                                                     By: /s/ Enzo Taddei
                                                        ------------------------
                                                        Enzo Taddei

</TEXT>
</DOCUMENT>

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

Mail Stop 3720

September 20, 2007

Mr. Enzo Taddei
Chief Financial Officer
Logica Holdings, Inc.
82 Avenue Road
Toronto, Ontario  M5R 2H2, Canada

 Re: Logica Holdings, Inc.
Form 10-KSB for the Year Ended December 31, 2006
  Filed May 15, 2007

  Form 10-QSB for the Quarter Ended June 30, 2007
  File No. 0-50621

Dear Mr. Taddei:

We have reviewed your filings and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not
intend to expand our review to other portions of your documents.  Please address the following comments in future filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a future 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 better 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 overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Enzo Taddei
Logica Holdings, Inc. September 20, 2007 Page 2
 Form 10-KSB for the Fiscal Year Ended December 31, 2006

Item 6. Management’s Discussion and Anal ysis 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.

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

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 S-B, revise to provide a discussion and analysis of your business as a whole and by segment as 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/rules/interp/33-8350.htm  for
further guidance.

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.

Mr. Enzo Taddei
Logica Holdings, Inc. September 20, 2007 Page 3
Consolidated Financial Statements

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.J of "International Reporting and Disclosure Issues in the Division of Corporation Finance" on the Commission's website at
http://www.sec.gov/divisions/corpfin/internatl/issues1004.htm  for further
guidance.

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.

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 13.A.

8. In future filings, revise to clarify that you report revenue from your travel agency segment on a net basis, describing the impact of net reporting.

Mr. Enzo Taddei
Logica Holdings, Inc. September 20, 2007 Page 4
Note 5.  Consumer Reward Points Program, page F-18

9. From your disclosure in this section, you state that participating reward point program partners remit cash amounts to you for the amount of points earned by the end consumer at the time of purchase.  In note 1(f), you state that you receive a commission from the vendor.  It is not clear to us exactly how this program is operated.  Please describe for us the program in sufficient detail, providing a typical example depicting the revenue recognition cycle.  Please also describe for us how the costs of the program are recorded.  Please also describe for us how you determine the liability for unredeemed points.

Note 7.  Convertible Debenture, page F-19

10. It appears to us that you sold debentures to the Winterman Group at different dates in 2006.  Tell us of the various issuance dates and the market value of your stock at the date of each issuance.

11. It appears that the conversion feature in your convertible debt met the definition of an embedded derivative under paragraph 12 of SFAS 133 as of December 31, 2006, which should be separated from the debt host and accounted for at fair value, unless it meets the scope exception in paragraph 11(a).  To determine whether the scope exception is met, the conversion feature should be analyzed under EITF 00-19.

The first step in the analysis is to determine whether the convertible debt meets the definition of a conventional convertible instrument in paragraph 4 of EITF 00-19.  If it qualifies as a conventional convertible instrument, the embedded conversion option is not separated from the convertible debt.  However, if it does not qualify as a conventional convertible instrument, the embedded conversion feature is required to be analyzed further under paragraphs 12-32 of EITF 00-19.

It appears that your convertible debt is not a conventional convertible instrument based on the conversion terms disclosed on page F-19.  With regard to the conversion terms, it appears that the convertible debentures do not meet the definition of conventional convertible debt  in paragraph 4 of EITF 00-19 since the
debt is not convertible into a fixed number of shares.  As a result, you are required to analyze further the conversion feature under paragraphs 12-32 of EITF 00-19.

Based on further analysis under paragraphs 12-32 of EITF 00-19, we note that since the debentures can be converted into common stock at the lower of $0.10 per share or the market price of the stock at the time of the election, it appears that the number of shares that could be required to be delivered upon net-share settlement is essentially indeterminate (paragraph 20 of EITF 00-19).

Mr. Enzo Taddei
Logica Holdings, Inc. September 20, 2007 Page 5
Accordingly net-cash settlement should be assumed.  Therefore, it appears that you would be required to bifurcate the conversion feature from the debt host and account for the feature as a derivative liability with changes in fair value being recorded in the income statement.  Please revise or advise.

Form 10-QSB for the Six Months Ended June 30, 2007

Consolidated Balance Sheets, page 1

12. We refer to your balance in accounts receivable and related allowance for doubtful accounts as of June 30, 2007.  It appears from the change in the accounts receivable balance, in conjunction with the amount of revenue earned during the six months ended June 30, 2007, that you di d not collect any receivables during
this time.  Please tell us about the underlying changes in your receivables balance.  Further, despite a significantly larger receivables balance at June 30, 2007, it is not clear why the corresponding allowance for doubtful accounts decreased from December 31, 2007.  Please explain.

Condensed Consolidated Statements of Stockholders’ Deficit, page 4

13. We note that on April 23, 2007 you completed a reverse stock split at a ratio of 15:1 and that the issued and outstanding common shares were reduced from 36,838,400 to 2,452,198 with an amended par value of $.15 per share. In this regard, revise the statement of stockholders’ deficit to retroactively reflect the reverse stock split for all periods presented.

Notes to Consolidated Financial Statements

Note 2.  Going Concern, page 6

14. We note your disclosure that your business plan indicates profitable operation in the coming year.  Please describe the financial difficulties giving rise to this uncertainty and provide a discussion of a viable plan that has the capacity of removing the threat to the continuation of your business.

Item 3.  Controls and Procedures, page 17

15. We refer to the first sentence in the disclosure controls and procedures paragraph where you disclose that the company did not evaluate the effectiveness of the design and operation of its disclosures controls and procedures.  We further note your reference to an evaluation that resulted in a determination that disclosure controls and procedures were not effective.  Please reconcile these two conflicting statements for us and tell us if you performed a review of the company’s

Mr. Enzo Taddei
Logica Holdings, Inc. September 20, 2007 Page 6
disclosure controls and procedures as of June 30, 2007.  If you performed a review tell us how you concluded and your basis for that conclusion.  If you did not review the disclosure controls and procedures, please explain the company’s position in sufficient detail.

Form 8-K dated July 13, 2007

16. It appears that Logica Holdings, Inc., formerly known as Maximum Awards, Inc., completed the acquisition of Plays on the Net, plc, Anne’s World Unlimited, and Curtain Rising, Inc. effective July 9, 2007 by issuing 12 million shares, representing approximately 85% of the company’s common stock.  It appears to us that you accounted for this acquisition as a business combination; however, it is unclear to us who you determined to be the accounting acquirer.  Addressing the factors in paragraph 17 of SFAS 141, please tell us who the accounting acquirer is.

17. Refer to the pro forma financial statements herein presented. Your pro forma financial statements should be in columnar form starting with condensed historical statements for each entity follow by a column showing the pro forma adjustments, and then another column showing pro forma results.  The pro forma adjustments should include the allocation of the purchase price and footnotes explaining any assumption.  Refer to Rule  310(d) of Regulation S-B and revise.

*    *    *    *

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your 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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Enzo Taddei
Logica Holdings, Inc. September 20, 2007 Page 7
 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that

• the company is responsible for the adequacy and accuracy of the disclosure in the filings;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filings or in response to our comments on your filings.

You may contact Christy Adams, Staff Accountant, at (202) 551-3363 or Ivette
Leon, Assistant Chief Accountant, at (202)  551-3351 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.

        S i n c e r e l y ,

        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