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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001269678-08-000202.txt : 20080620
<SEC-HEADER>0001269678-08-000202.hdr.sgml : 20080620
<ACCEPTANCE-DATETIME>20080620165918
ACCESSION NUMBER:		0001269678-08-000202
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20080616
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20080620
DATE AS OF CHANGE:		20080620

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LOGICA HOLDINGS INC
		CENTRAL INDEX KEY:			0001282224
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PERSONAL SERVICES [7200]
		IRS NUMBER:				860787790

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-50621
		FILM NUMBER:		08910499

	BUSINESS ADDRESS:	
		STREET 1:		82 AVENUE ROAD
		STREET 2:		QUEENSLAND 4000
		CITY:			TORONTO
		STATE:			A6
		ZIP:			M5R 2H2
		BUSINESS PHONE:		416-929-5798

	MAIL ADDRESS:	
		STREET 1:		82 AVENUE ROAD
		STREET 2:		QUEENSLAND 4000
		CITY:			TORONTO
		STATE:			A6
		ZIP:			M5R 2H2

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MAXIMUM AWARDS INC
		DATE OF NAME CHANGE:	20040301
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>logica8k061608.txt
<TEXT>

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

                                    FORM 8-K
                                  _____________

                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): June 16, 2008
                                  _____________

                              LOGICA HOLDINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)
                                  _____________


                                     NEVADA
                 (State or Other Jurisdiction of Incorporation)


         0-50621                                         86-0787790
         -------                                         ----------
(Commission File Number)                    (I.R.S. Employer Identification No.)


82 Avenue Road, Toronto, Ontario, Canada                   M5R 2H2
(Address of Principal Executive Offices)                 (Zip Code)

                                 (416) 929-5798
              (Registrant's Telephone Number, Including Area Code)


          (Former Name or Former Address, if Changed Since Last Report)
                                 _____________

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

================================================================================


                                       1
<PAGE>


ITEM 8.01     OTHER EVENTS

         Entry Into Heads of Terms for Membership Interest Purchase Agreement
         --------------------------------------------------------------------

         On Monday, June 16, 2008, Logica Holdings, Inc., a Nevada corporation
("Logica") entered into a Heads of Terms (the "Heads of Terms") setting forth
the principal terms and conditions on, and subject to which, Logica intends to
enter into a definitive Membership Interest Purchase Agreement ("MIPA") with
Dolphin Digital Media LLC, a Florida limited liability company ("DDM") and
William O'Dowd, IV ("O'Dowd"), a Florida resident and one hundred percent (100%)
owner of DDM.

         Logica intends to enter into a MIPA to acquire from O'Dowd one hundred
percent (100%) of the issued membership interests in DDM in exchange for that
number of shares of Logica's common stock that in the aggregate constitute no
less than fifty-one percent (51%) of the total issued and outstanding Logica
common stock on a fully diluted basis as of the date of the closing of the MIPA
(the "Closing"). Such Closing is anticipated to occur not later than June 23,
2008. As further consideration for the purchase, the Heads of Terms contemplates
that the MIPA shall provide for certain preemptive rights including
anti-dilution protection to O'Dowd for his share interest in Logica.

         The Heads of Terms also specifies that concurrent with the Closing,
O'Dowd will be appointed CEO and Chairman of the Board of Directors of Logica
(the "Board") with the power and authority to appoint such additional members to
the Board as would permit O'Dowd to exercise control. The entry into a MIPA is
subject to the satisfaction of certain terms and conditions proposed for
agreement by Logica and DDM.

         On June 17, 2008, Logica issued a press release announcing the
execution of the Heads of Terms. A copy of such press release is attached as
Exhibit 99.2 hereto and is incorporated herein by reference.

         This Current Report on Form 8-K, including Exhibit 99.1, contains
statements about the future, sometimes referred to as "forward-looking"
statements. Forward-looking statements are typically identified by the use of
the words, believe," "may," "should," "expect," "anticipate," "estimate"
"project," "propose," "plan," "intend," and similar words and expressions.
Forward-looking statements are not guarantees of completion of proposed
transactions or similar matters. Forward-looking statements are subject to risks
and uncertainties outside Logica's control. Actual events or results may differ
materially from the forward-looking statements. For a discussion of additional
contingencies and uncertainties to which information respecting future events is
subject, see Logica's other SEC reports.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits.

         The following Exhibits are filed as part of this report:

         EXHIBIT NO.    DESCRIPTION

         99.1           Press Release issued by Logica Holdings, Inc. on
                        June 17, 2008.


                                       2
<PAGE>


SIGNATURES
- -----------

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: June 20, 2008                         LOGICA HOLDINGS, INC.



                                             By: /s/Pino G. Baldassarre
                                                -----------------------
                                             Pino G. Baldassarre
                                             Chief Executive Officer







                                       3
<PAGE>


                                  EXHIBIT INDEX


         EXHIBIT NO.    DESCRIPTION

         99.1           Press Release issued by Logica Holdings, Inc. on
                        June 17, 2008.









                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>logica8k061608ex991.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

June 17, 2008 - 7:30 AM EDT
________________________________________________________________________________

Logica Holdings to Acquire Dolphin Digital Media

Acquisition Will Enable Logica to
Create New Safe and Secure Social
Networking Websites Around
Dolphin's Core Brands of Popular
Children's Television Shows


TORONTO, June 17, 2008 (PRIME NEWSWIRE) -- Logica Holdings, Inc. (OTCBB:LGHL), a
company that develops social networking websites using state-of-the-art
biometric identity authentication technology, announced today that it has
entered into a non-binding Heads of Terms to acquire Dolphin Digital Media LLC.
The proposed acquisition will enable Logica to create and manage social
networking websites around Dolphin's core brands of popular television programs
for children, including Nickelodeon's top-rated series Zoey 101, Ned's
Declassified School Survival Guide and the mystery movie franchise Roxy Hunter,
among many others. Earlier this year, Dolphin Digital Media became the exclusive
ten year licensee of Dolphin Entertainment's worldwide digital rights to its
current and future properties.

This proposed acquisition, when consummated, will allow the launch of a series
of new secured social networking communities for children worldwide. It is
anticipated that the combination of Logica's technology and Dolphin's brand
awareness and content will create the world's safest and potentially largest
children and tween communities - effectively solving identified problems
associated with online social networking, which have been front page news over
the last few years. Under the proposed terms of the contemplated acquisition,
Logica will purchase the entire issued share capital of Dolphin and it is
anticipated that the deal will be valued in excess of $15 million.

"We are very excited to be joining forces with Dolphin Digital Media to create
new websites for Dolphin's core audience," said Pino Baldassarre, Chief
Executive Officer of Logica Holdings, Inc. "Dolphin's increasingly popular
library of children's and young adult programming will help us introduce more
young people to the safe usage of the Internet utilizing our state-of the-art
biometric technology platform. Given the lack of viable alternatives for online
safety, we are proud to be the solution and a resource to parents, lawmakers,
and most importantly, children, by setting this new standard."

"We are thrilled for the opportunity to introduce our worldwide audience of
young viewers to the powerful medium of the Internet under a safe and protected
environment," said Bill O'Dowd, President and Chief Executive Officer of Dolphin
Digital Media and Dolphin Entertainment. "Parents of our young viewers will be
reassured to know that their children will be using our websites in a protected
platform that eliminates external threats, thanks to Logica's proprietary
security technology."

Dolphin Entertainment controls the international distribution of its
programming, with its roster of highly successful programs available in over 100
countries and 300 million homes worldwide. "Zoey 101," in particular, has been a
major hit since its premiere on Nickelodeon in January, 2005, having been
nominated for an Emmy Award for Outstanding Children's Program that same year.
"Zoey 101," and other shows in the Dolphin roster, have achieved several ratings
records in the United States and Canada, and have performed exceptionally well
overseas. As would be expected, many of Dolphin's international broadcast
partners have created the most successful online campaigns in their history
utilizing Dolphin properties.

At the heart of Logica's high-tech security platform are the solutions of its
technology partners: Novell Corporation, Rackspace, Fujitsu and 123ID, all
integrated through an exclusive worldwide license with Weblock International.
Working with its technology partners, Logica is able to offer a proprietary
platform of identity management and database solution.

Logica possesses the technology to create secure virtual worlds where the
identities of all members are verified and authenticated. The system employs a
secure fingerprint technology combined with secure storage and management of
information, all handled by hacker-safe certified Rackspace hosting technology,
one of the world's largest and most secure managed hosting facilities currently
in use by such leading brands as Microsoft, Dell and Motorola.


<PAGE>

ABOUT DOLPHIN ENTERTAINMENT / DOLPHIN DIGITAL MEDIA
(www.dolphinentertainment.com)

Dolphin Entertainment, founded by Bill O'Dowd in 1996, is one of the world's
leading entertainment companies, specializing in children's and young adult
programming. In addition to the Roxy Hunter mystery movie franchise, Dolphin's
other 2007 Executive Producer credits include Emmy-nominated and top U.S. rated
Nickelodeon series Zoey 101, and the hit series Ned's Declassified School
Survival Guide, as well as Nickelodeon's first-ever TV movies Shredderman Rules!
and The Last Day of Summer. Complementing its financing, production, and
distribution divisions, Dolphin has successfully launched an international
merchandising and licensing group with Zoey 101 campaigns in Canada, Australia,
and now Western Europe, with plans to expand into more than two dozen countries.
Dolphin Digital Media was also founded by Bill O'Dowd to take advantage of Web
2.0 and social and digital media opportunities.

ABOUT LOGICA HOLDINGS, INC. (www.logicaholdings.com)

Logica Holdings, Inc. is a company whose primary focus is in the digital media,
e-commerce and information technology sectors. The current configuration of held
companies reflects a common theme: the growing global market for social
networking and downloadable entertainment content. This is the essential idea
behind the entities that are currently part of Logica Holdings, which include
Plays On the Net, a comprehensive and global online guide to theater, Anne's
World, licensee of Annesdiary.com, the world's first secure social networking
site for girls ages 5-14, and Curtain Rising, a user-friendly search engine
which will enable theater-goers to locate productions, venues and information
with ease.

The Logica Holdings, Inc. logo is available at
http://www.primenewswire.com/newsroom/prs/?pkgid=4331

SAFE HARBOR STATEMENT

This press release may include forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, including statements
related to anticipated revenues, expenses, earnings, operating cash flows, the
outlook for markets and the demand for products. Forward-looking statements are
not guarantees of future performance and are inherently subject to uncertainties
and other factors which could cause actual results to differ materially from the
forward-looking statements. Such statements are based upon, among other things,
assumptions made by, and information currently available to, management,
including management's own knowledge and assessment of the Company's industry
and competition. The Company refers interested persons to its most recent Annual
Report on Form 10-KSB and its other SEC filings for a description of additional
uncertainties and factors, which may affect forward-looking statements. The
Company assumes no duty to update its forward-looking statements.

CONTACT:  Logica Holdings, Inc.
          Pino G. Baldassarre, Chief Executive Officer
          416-929-5798

          The Wall Street Group, Inc.
          Ron Stabiner
          212-888-4848

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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