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

                                  _____________

                                    Form 10-Q
                                  _____________

|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  For the quarterly period ended March 31, 2008

                                       OR

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                   For the transition period from ____ to ____

                        Commission file number 000-50621

                              LOGICA HOLDINGS, Inc.
             (Exact name of registrant as specified in its charter)

          Nevada                                          86-0787790
 (State of incorporation)                   (I.R.S. employer identification no.)

                                 82 Avenue Road
                         Toronto, Ontario Canada M5R2H2
          (Address of principal executive offices, including zip code)

                                 (416) 929-5798
                         (Registrant's telephone number)


Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

        Large accelerated filer |_|                      Accelerated filer |_|

          Non-accelerated filer |_|              Smaller reporting company |X|
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 under the Act). Yes |_| No |X|

The number of shares of Common Stock outstanding was 21,988,142 as of May 1,
2008.

<PAGE>


                     LOGICA HOLDINGS, INC. AND SUBSIDIARIES

               INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                        THREE MONTHS ENDED MARCH 31, 2007

                               AND MARCH 31, 2008

                                    UNAUDITED



PART I - FINANCIAL INFORMATION


ITEM 1 - FINANCIAL STATEMENTS

CONTENTS

Interim Condensed Consolidated Balance Sheets                                 2

Interim Condensed Consolidated Statements of Operations and
 Comprehensive Loss                                                           3

Interim Condensed Consolidated Statements of Cash Flows                       4

Notes to Interim Condensed Consolidated Financial Statements                  5


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS                                                8

ITEM 4 - CONTROLS AND PROCEDURES                                             11



PART II - OTHER INFORMATION


ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS         12

ITEM 6 - EXHIBITS                                                            14




<PAGE>
<TABLE>
<CAPTION>

                      LOGICA HOLDINGS INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                                            March 31,     December 31,
                                                              2008            2007
                                                          ------------    ------------
                                                          (Unaudited)      (Audited)
<S>                                                       <C>             <C>
                                     ASSETS
CURRENT ASSETS
  Cash                                                    $    186,772    $     37,150
  Inventory                                                      2,392           2,229
  Prepaid expenses                                               9,769             468
  Other current assets                                             139          11,896
                                                          ------------    ------------
TOTAL CURRENT ASSETS                                           199,072          51,743

Property, plant and equipment                                   85,348          93,803
Intangible assets                                              132,583         129,135
                                                          ------------    ------------
TOTAL ASSETS                                              $    417,003    $    274,681
                                                          ============    ============

                    LIABILITIES AND SHAREHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Accounts payable                                        $    235,817    $    223,891
  Other current liabilities                                     10,393           8,037
                                                          ------------    ------------
TOTAL CURRENT LIABILITIES                                      246,210         231,928

                                                          ------------    ------------
TOTAL LIABILITIES                                         $    246,210    $    231,928

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIENCY
   Preferred share capital $0.001 par value, 10,000,000
  shares authorized, 500,000 issued and outstanding                500             500
  Common Share Capital, $0.015 par value, 100,000,000
  shares authorized, 21,988,142 issued and outstanding         329,878         307,565
  Additional paid-in capital                                 8,831,209       7,941,022
  Deferred compensation                                       (179,650)       (254,072)
  Accumulated other comprehensive loss                        (120,693)       (100,025)
  Accumulated deficit                                       (8,690,451)     (7,852,237)
                                                          ------------    ------------

TOTAL SHAREHOLDERS' DEFICIENCY                                 170,793          42,753
                                                          ------------    ------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY            $    417,003    $    274,681
                                                          ============    ============
</TABLE>

                 The accompanying notes are an integral part of
               these condensed consolidated financial statements.

                                       2
<PAGE>

                      LOGICA HOLDINGS INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007



                                                      2008             2007
                                                  ------------     ------------
                                                   (Unaudited)      (Unaudited)
REVENUES:
   Revenues                                       $    144,270     $       --

Cost of sales                                           53,464             --
                                                  ------------     ------------

GROSS PROFIT                                            90,806             --
                                                  ------------     ------------

OPERATING EXPENSES:
   General and administrative                          551,595          166,737
   Legal and professional fees                          26,886             --
   Depreciation                                          8,455            2,971
   Amortization of deferred compensation                74,421             --
                                                  ------------     ------------
         Total operating expenses                      661,357          169,708
                                                  ------------     ------------

OPERATING LOSS                                        (570,551)        (169,708)
                                                  ------------     ------------

OTHER (INCOME) AND EXPENSES:
   Interest expense                                      5,157            9,000
   Liquidated damages                                  262,500             --
                                                  ------------     ------------
        Total other expense                            267,657            9,000

NET LOSS                                              (838,208)        (178,708)
                                                  ------------     ------------

OTHER COMPREHENSIVE LOSS
   Foreign currency translation adjustment            (120,693)         (29,354)
                                                  ------------     ------------
TOTAL OTHER COMPREHENSIVE LOSS                    $   (958,901)    $   (208,062)
                                                  ============     ============

Basic and Diluted (Loss) per Share -
 from continued operation                               (0.046)          (0.095)
                                                  ------------     ------------
Basic and Diluted (Loss) per Share                $     (0.046)    $     (0.095)
                                                  ============     ============

Basic and Diluted Weighted Average
Number of Shares Outstanding for
the Year                                            20,949,773        2,184,500
                                                  ============     ============

                 The accompanying notes are an integral part of
               these condensed consolidated financial statements.

                                       3
<PAGE>

                      LOGICA HOLDINGS INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007



                                                         2008           2007
                                                     -----------    -----------
                                                     (Unaudited)    (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net loss                                           $  (838,208)   $  (178,708)
  Adjustments to reconcile net loss to net cash
     (used in) operating activities:
  Depreciation and amortization                            8,455          2,971
  Common stock issued for compensation                    74,422           --
  Common stock issued for liquidated damages             262,500           --
  Impairment of intangible assets                           --             --
  Changes in assets and liabilities:
    Accounts receivables                                    --             --
    Inventory                                               (163)          --
    Prepaid expenses                                      (9,301)          --
    Other current assets                                  11,757           --
    Accounts payable                                      11,920         27,514
    Other current liabilities                               --             --
    Accrued expenses                                       2,356          3,493
    Discontinued operations, net                            --             --
                                                     -----------    -----------
        Net cash used in operating activities           (476,262)      (144,730)
                                                     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of equipment                                   --          (13,017)
    Purchase of Intangible Asset                          (3,448)          --
                                                     -----------    -----------
        Net cash used in investing activities             (3,448)       (13,017)
                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from the convertible notes payable           650,000           --
   Advances from related parties                            --          195,915
                                                     -----------    -----------
        Net cash provided by financing activities        650,000        195,915
                                                     -----------    -----------

EXCHANGE RATE (LOSS) GAIN                                (20,668)       (29,354)
                                                     -----------    -----------

INCREASE IN CASH                                         149,622          8,814
CASH, BEGINNING OF YEAR                                   37,150          6,297
                                                     -----------    -----------
CASH, END OF YEAR                                    $   186,772    $    15,111
                                                     ===========    ===========

SUPPLEMENTAL CASH FLOW INFORMATION:

Interest paid                                        $     5,157    $     9,000
                                                     ===========    ===========
Income taxes paid                                    $      --      $      --
                                                     ===========    ===========


                 The accompanying notes are an integral part of
               these condensed consolidated financial statements.

                                       4
<PAGE>

                      LOGICA HOLDINGS INC AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
              FOR THE THREE MONTHS ENDED MARCH 31st, 2008 AND 2007


NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION


(A) Basis of Presentation and Organization.

         Logica Holdings Inc (the "Company"), initially known as Rising Fortune
Incorporated, was incorporated in the State of Nevada on March 7, 1995. The
Company was inactive between the years 1996 and 2003. On November 19th, 2003,
the Company amended its Articles of Incorporation to change its name to Maximum
Awards Inc. On July 3rd 2007 the Company amended its Articles of Incorporation
again to change its name to Logica Holdings Inc.

         Logica Holdings Inc is a holding company whose primary focus is in the
e-commerce and information technology sector.

         Plays On The Net Plc was incorporated in London (United Kingdom) on May
23 2006. The company began as an online database for unpublished playwrights. A
platform for writers to share their work, to communicate with fellow dramatists
and to explore new ideas, it has since grown into an extensive retail site for
book and audio downloads and all-round theatre information site.

         Plays On The Net Inc was incorporated in Ontario (Canada) on July 27
2006. It is a fully owned subsidiary of Plays On the Net Plc and is considered
as the North American arm of its parent company which also develops from time to
time websites for sale to third parties.

         Anne's World Limited was incorporated in Ontario (Canada) on August 3
2006. The company obtained the license for a secure social networking website
for children. The website is an interactive virtual world for young people,
secured with cutting-edge biometric technology in the form of a personal
fingerprint reader.

         Curtain Rising Inc was incorporated in Ontario (Canada) on October 19
2006. The company's main activity is an online database for theatres and a
bi-weekly online theatre magazine. Organized by city, the concept was a
user-friendly search engine which would enable theatergoers to locate
productions, venues and information with ease.


                                       5
<PAGE>

NOTE 2 INTERIM FINANCIAL STATEMENTS

The accompanying interim unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 8 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In our opinion, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three-month period ended March 31, 2008 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2008. For further information, refer to the financial
statements and footnotes thereto included in our Form 10-KSB Report for the
fiscal year ended December 31, 2007.


NOTE 3 GOING CONCERN

         The accompanying condensed consolidated financial statements have been
prepared in conformity with accounting principles generally accepted in the
United States of America which contemplate continuation of the Company as a
going concern. The Company has quarter end losses from operations for the period
months ended March 31, 2008. During the three months period ended March 31, 2008
the Company recorded an accumulated deficit of $8,690,451. Further, the Company
has inadequate working capital to maintain or develop its operations, and is
dependent upon funds from private investors and the support of certain
stockholders.

         These factors raise substantial doubt about the ability of the Company
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of these uncertainties. In this
regard, Management is planning to raise any necessary additional funds through
loans and additional sales of its common stock. There is no assurance that the
Company will be successful in raising additional capital.


NOTE 4 STOCKHOLDERS EQUITY

A) Common Stock

The company's Articles of Incorporation authorize the issuance of 100,000,000
shares at $0.015 par value.

The following transactions occurred from January 2008 to March 31, 2008:


    1.   On January 14 2008, the company issued 187,500 common shares as part of
         a liquidated damages indemnity clause due to late filing of a
         registration statement.

    2.   On February 14 2008, the Company issued 300,000 common shares for debt
         conversion at $ .50 cents per share.

    3.   On March 3 2008, the Company issued 1,000,000 common shares for debt
         conversion at $ .50 cents per share.


                                       6
<PAGE>

    During 2007, the Company entered into a consulting agreement with a
consultant to provide management and public relations services. The agreement
calls for the consultant to provide services for a period of one year and the
consultant to receive: 400,000 shares of common stock and warrants to purchase
50,000 shares of common stock at an exercise price of $2.50 for a period of two
years, and warrants to purchase 50,000 shares of common stock at an exercise
price of $5.00 for a period of two years. The common stock has a fair value of
$200,000 based on recent cash offerings and will be amortized over the life of
the agreement ($0.50 per share). The fair value of the warrants was estimated on
the grant date using the Black-Scholes option pricing model with the following
weighted average assumptions: expected dividend yield 0%, volatility 123%,
risk-free interest rate of 3.94%, and expected warrant life of two years. The
value of the warrants on the date of issuance was $103,686. For the quarter
ended March 31, 2008, the Company has recognized consulting expense of $ 74,421
under the agreement. As of March 31, 2008 the Company has recorded deferred
stock compensation of $179,650.

    The total amount of issued and outstanding share for the period ended March
31, 2008 was 21,988,142.


NOTE 5 LICENSING AGREEMENTS

The Company recognizes a monthly payment of $ 16,667 (Canadian Dollars) per
month to Anne's Diary Inc in respect of the seven year license to exploit the
annesdiary.com website and technology.


NOTE 6 SUBSEQUENT EVENTS

On May 1, 2008, the company agreed to allow T Squared Investments LLC to
purchase 300,000 restricted shares of Logica Holdings Inc for a consideration of
$ .10 per share. In exchange, T Squared Investments LLC and T Squared Partners
LLC agreed to waive all pending and future liquidated damages that may have
arisen from the Preferred Stock Purchase Agreement and Registration Rights
Agreements signed between the companies on October 4, 2007 and filed with the
SEC on October 15, 2007.







                                       7
<PAGE>


ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

         Logica Holdings Inc (the "Company"), initially known as Rising Fortune
Incorporated, was incorporated in the State of Nevada on March 7, 1995. The
Company was inactive between the years 1996 and 2003. On November 19, 2003, the
Company amended its Articles of Incorporation to change its name to Maximum
Awards Inc. On July 27, 2007 the company amended its Articles of Incorporation
again to change its name to Logica Holdings Inc.

         On December 9, 2003, the Company acquired 100% of the outstanding
shares of Maximum Awards Pty Ltd., an Australian company engaged in the business
of operating a consumer rewards program known as Maximum Awards. Under the
Maximum Awards program, consumers earn points by purchasing products and
services offered by the Company and its program partners. Accumulated points
then can be redeemed in order to acquire additional desired products or services
from the same list of such items offered by the Company. The company operates
its program in Australia and has done so since October 2002. In anticipation of
this transaction the company's articles of incorporation were amended on
November 19, 2003 to change the name of the company to Maximum Awards, Inc.

         The acquisition of Maximum Awards Pty Ltd resulted in a change of
control of the Company and was accounted for as a recapitalization of Maximum
Awards Pty Limited. The business of Maximum Awards Pty Ltd was, at this point,
business of the Company.

         On June 1st, 2004, the Company acquired 100% of the issued and
outstanding shares of Travel Easy Holidays Pty Ltd ("Travel Easy") and Global
Business Group Pty Ltd ("Global Business"). These corporations are involved in
the travel industry and mail order industries and were acquired to add to the
Company's rewards program operations by providing an in-house travel agency and
a consumer products retailer.

         Travel Easy is an Australian proprietary limited corporation. Travel
Easy was organized under the law of the Province of Queensland, Australia on
July 19, 2002. Travel Easy is engaged in the business of providing travel agent
services and its operations are located in the company's offices in Brisbane,
Queensland, Australia. Prior June 1, 2004, Travel Easy was owned by Maxwell
Thomas, the company's chief executive officer, and Michael Sullivan, a director
of the company. Mr. Thomas owned 60% of Travel Easy and Mr. Sullivan owned 40%.

         Under terms of the acquisition agreement between the company and Mr.
Thomas, the Company acquired Travel Easy for $1.00 Australian making Travel Easy
a wholly owned subsidiary of the Company.

         Global Business also is an Australian proprietary limited corporation.
Global business was organized under the law of the Province of Queensland,
Australia in June 2003. Global Business does business under the name Easy
Shopper Direct and is engaged in the business of selling consumer goods on-line
and through published catalogs and its operations are located in the company's
offices in Brisbane, Queensland, Australia. Prior to June 1, 2004, Global
Business was owned by Maxwell Thomas, the company's chief executive officer, and


                                       8
<PAGE>

Michael Sullivan, a director of the Company. Mr. Thomas owned 60% of Global
Business and Mr. Sullivan owned 40%. Under terms of the acquisition agreement
between the Company and Mr. Thomas, the company acquired Global Business for
$1.00 Australian. Global Business a wholly-owned subsidiary of the Company.
Because both Travel Easy and Global Business were acquisitions under common
control, the financial statements have been prepared by including the accounts
of both Travel Easy and Global Business and have been accounted as a business
combination with the net assets of Maximum Awards (Pty) Ltd. and the Company
brought forward at their historical basis. The financial statements, including
the comparatives, reflect the accounts of Maximum Awards, Travel Easy and Global
Business.

         On July 9, of 2007, the Company acquired Plays On The Net Plc and its
subsidiary, Plays On The Net Inc, and it also acquired Curtain Rising Inc and
Anne's World Limited, for a total consideration of 12,000,000 shares of common
stock.

         The acquisition of these companies resulted in a change of control of
the Company and was accounted for as a reverse merger. The businesses of Plays
on the Net, Curtain Rising and Anne's World are now the business of the Company.

         Plays On The Net Plc was incorporated in London (United Kingdom) on May
23, 2006. The company began as an online database for unpublished playwrights. A
platform for writers to share their work, to communicate with fellow dramatists
and to explore new ideas, it has since grown into an extensive retail site for
book, audio downloads and all-round theatre information site.

         Plays On The Net Inc was incorporated in Ontario (Canada) on July 27,
2006. It is a fully owned subsidiary of Plays On the Net Plc and is considered
as the North American arm of its parent company which also develops from time to
time websites for sale to third parties.

         Anne's World Limited was incorporated in Ontario (Canada) on August 3,
2006. The company obtained the license for a secure social networking website
for children. The website is an interactive virtual world for young people,
secured with cutting-edge biometric technology in the form of a personal
fingerprint reader.

         Curtain Rising Inc was incorporated in Ontario (Canada) on October 19,
2006. The company main activity is an online database for theatres and a
by-weekly online theatre magazine. Organized by city, the concept was a
user-friendly search engine which would enable theatergoers to locate
productions, venues and information with ease.

         On July 27, 2007, the Company amended its articles of incorporation and
changed its name to Logica Holdings Inc.

         On September 30, 2007, the Company sold of 100% of its Australian
subsidiaries; Maximum Awards Pty Limited, Travel Easy Holidays Pty Ltd and
Global Business Group Pty Ltd to an Australian company based in Brisbane called
Eko Group Pty Limited.


                                       9
<PAGE>

Results for the three months ended March 31, 2008.

         Revenues for the three months ended March 31, 2008 increased by $
144,270 from $0 for the three months ended March 31, 2007 to $ 144,270 for the
three months ended March 31, 2008. The increase in revenues was due to the fact
that Company had no revenues for the same period of the previous year.

         Cost of sales which comprises the cost of services contracted for third
party website development and the sale of the Novell Access Manager. The cost of
sales for the period March 31, 2008 was $ 53,464 opposed to $0 for the period
March 31, 2007. The gross profit for the quarter was $ 90,806.

         The Company's general and administration costs increased by $ 384,858
from $ 166,737 to $ 551,595, the legal and professional fees increased by $
26,886 from $ 0 for the three months ended March 31 2007 to $ 26,886 for the
same period of 2008 and the depreciation costs also increased $ 5,484 due to an
increase in property, plant and equipment. The net loss from the company's
operations increased by $ 400,843 from $(169,708) for the three months ended
March 31 2007 to $ (570,551) for the same period of 2008.

         The Company paid $ 5,157 in interest for the period ended March 31
2008, which was $3,843 less than the same period of 2007. Also, the Company
issued 187,500 common restricted shares to T Squared Investments LLC as payment
of liquidated damages. The fair market price at the day of issuance, January 14
2008, was $1.40. The Company proceeded to record an expense of $ 262,500 in
concept of liquidated damages.

         The company net loss increased by $ 659,500 from $(178,708) for the
three months ended March 31 2007 to $(838,208) for the same period of 2008.

         The comprehensive loss including the foreign currency translation
adjustment was $(958,901) or $(0.046) per share based on 20,949,773 weighted
average shares outstanding for the three months ended March 31, 2008 compared to
a loss of $(208,062) or $(0.095) per share based on 2,184,500 weighted average
shares outstanding for the three months ended March 31, 2007


LIQUIDITY AND CAPITAL RESERVES

         Through the nine months ended March 31, 2008 we have relied on advances
of $ 650,000 from our principal funder and we have converted all of this debt
into restricted common stock. As of March 31, 2008, the Company had cash of $
186,772 and a working capital deficit of $ 47,138.

         It is the Company's intention to seek additional equity or debt which
we plan to use to use for working capital and to implement a marketing program
to increase awareness of our businesses and to expand our operations.

         For the period ended March 31, 2008, the Company derived almost all of
its income from website development. The Company's long term growth lies in the
monthly or annual subscription model to Annesdiary.com, online shopping and
affiliate revenue through Anne's World Limited, the online shopping and banner


                                       10
<PAGE>

advertising as well as advertising revenues coming from the Curtain Rising
by-weekly magazine and finally the online book and audio download, website
development and affiliate revenues through Plays On The Net. The Company's
target market is mainly North America, Japan and most other English speaking
nations in the world.

         Depending upon market conditions, the Company may not be successful in
raising sufficient additional capital for it to achieve its business objectives.
In such event, the business, prospects, financial condition, and results of
operations could be materially adversely affected.

         The Company's executive offices are now based in Toronto (Canada) and
has a full time staff of six.

         There is no guarantee that the Company will be successful in its
attempt to raise capital sufficient to meet its cash requirements for the next
twelve months. If the Company is not successful in its effort to raise
sufficient capital to meet its cash requirements, the business will fail and the
Company will cease to do business.


ITEM 4. CONTROLS AND PROCEDURES.

   (a) Disclosure controls and procedures.

         As of the end of the period covered by this report, the Company
evaluated the effectiveness of the design and operation of its disclosure
controls and procedures. The Company's disclosure controls and procedures are
the controls and other procedures that it designed to ensure that it records,
processes, summarizes and reports in a timely manner the information it must
disclose in reports that it files with or submits to the Securities and Exchange
Commission. Mr. Giuseppe Pino Baldassarre, the Company's Chief Executive Officer
and Mr. Enzo Taddei, the Company's Chief Financial Officer, supervised and
participated in this evaluation. Based on this evaluation, Mr. Baldassarre and
Mr. Taddei concluded that, as of the date of their evaluation, the Company's
disclosure controls and procedures were effective.

   (b) Internal controls.

         During the period covered by this report there have not been any
significant changes in the Company's internal accounting controls or in other
factors that could significantly affect those controls.


                                       11
<PAGE>

PART II - OTHER INFORMATION

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

   1.    On July 9 2007 the Company issued 12,000,000 common shares for the
         acquisition of Plays On The Net Plc, Anne's World Limited and Curtain
         Rising Inc.

   2.    On July 16 2007, the Company issued 100,000 common shares for services
         rendered to the company valued at $ 50,000.

   3.    On August 20 2007 the Company issued 15,000 common shares for services
         rendered to the company valued at $ 7,500.

   4.    On September 26 2007, the Company agreed to issue 502,772 common shares
         for services rendered valued at $ 37,500 and payables amounting to $
         206,000.

   5.    On September 27 2007, the Company issued 1,757,011 common shares for
         debt conversion at $ .50 cents per share.

   6.    On October 10 2007, the Company issued 954,306 common shares for debt
         conversion at $ .50 cents per share.

   7.    On October 25 2007, the Company issued 278,907 common shares for debt
         conversion at $ .50 cents per share.

   8.    On October 26 2007, the Company issued 15,000 common shares for
         services rendered to the company valued at $ 7,500.

   9.    On October 26 2007, the Company issued 578,032 common shares for debt
         conversion at $ .50 cents per share.

   10.   On November 9 2007, the Company issued 400,000 common shares for
         services to be rendered over a period of 12 months to the company
         valued at $ 200,000.

   11.   On November 9 2007, the Company issued 90,000 common shares for
         services rendered to the company valued at $ 45,000.

   12.   On November 28 2007, the Company issued 134,377 common shares for debt
         conversion at $ .50 cents per share.

   13.   On December 3 2007, the Company issued 174,756 common shares for debt
         conversion at $ .50 cents per share.

   14.   On December 6 2007, the Company issued 206,334 common shares for debt
         conversion at $ .50 cents per share.


                                       12
<PAGE>

   15.   On December 13 2007, the Company issued 72,598 common shares for debt
         conversion at $ .50 cents per share.

   16.   On December 31 2007, the Company issued 555,332 common shares for debt
         conversion at $. 50 cents per share.

   17.   On January 14 2008, the company issued 187,500 common shares as part of
         a liquidated damages indemnity clause due to late filing of a
         registration statement.

   18.   On February 14 2008, the Company issued 300,000 common shares for debt
         conversion at $ .50 cents per share.

   19.   On March 3 2008, the Company issued 1,000,000 common shares for debt
         conversion at $ .50 cents per share.


The shares above were issued pursuant to the exemption from registration
provided by Section 4(2) of the Securities Act. Purchasers received current
information relating to the Company and had the ability to ask questions about
the Company. Certificates representing the securities contain appropriate
restrictive legends.






                                       13
<PAGE>

ITEM 6.  EXHIBITS

Exhibits required by Item 601 of Regulation S-B

31.1   Form 302: Certification of Chief Executive Officer
31.2   Form 302: Certification of Principal Financial Officer
32.1   Form 906: Certification of Chief Executive Officer and Principal
       Financial Officer

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized 15th day of May 2008.

                                              Logica Holdings Inc




                                              /s/ Giuseppe Pino Baldassarre
                                              -------------------------------
                                              Name: Giuseppe Pino Baldassarre
                                              Chief Executive Officer






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