Identica Holdings Corporation
3825 Henderson Blvd., Suite 605A
Tampa, FL 33629
(813) 642-3479
October 24, 2008
BY EDGAR AND
FACSIMILE (202) 772-9206
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549-4561
Attn: Katherine Wray
Re:
Identica Holding Corporation.
Registration Statement on Form S-1
File Number 333-137710
Ladies and Gentlemen:
In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended (the "Act"), Identica Holding Corporation (the “Company”) hereby requests that the Registration Statement described above (the “Registration Statement”) be accelerated so that it will become effective at 5:00 pm on Tuesday, October 28, 2008 or as soon as practicable thereafter. In connection with such request, the undersigned, being all of the officers and directors of the Company, hereby acknowledge the following:
1.
Should the Securities and Exchange Commission (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.
2.
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.
3.
The Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Should you have any questions regarding this matter, please do not hesitate to call David Lubin, Esq., counsel for the Company, (516) 887-8200, facsimile (516) 887-8250. Thank you for your attention to this matter.
Very truly yours,
IDENTICA HOLDINGS CORPORATION
By: /s/ Edward Foster
Name: Edward Foster
Title: Chief Executive Officer (Principal Executive Officer)
By: /s/ Michael D. Finn
Michael D. Finn
Chief Financial Officer
(Principal Accounting Officer and Principal Financial
Officer)
By: /s/ Terry Wheeler
Terry Wheeler
President and Director
By: /s/ Francine Foster
Francine Foster
Secretary and Director