SEC Filing - LogicMark

View:

Download DOC

Download PDF

Download XLS

April 11, 2013

CORRESP

Gregory Dundas, Esq.

Attorney-Advisor

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549

	Re:	Amendment No. 2 to Registration Statement on Form S-1
		Filed March 25, 2013; File No. 333-186331

Dear Mr. Dundas:

This letter responds to the staff’s comment letter dated March 29, 2013 relating to the above-captioned registration statement. For your convenience, we have restated the Staff’s comment and have provided the Company’s response below such comment.

General

We note your response to comment 2 in our prior letter dated February 25, 2013. However, because the offering is deemed to be an indirect primary offering by the company through the selling shareholders, the offering price of the shares being sold must be fixed for the duration of the offering. Please revise your disclosure throughout the prospectus to fix the offering price for the duration of the offering, not merely until the company's stock is quoted on the OTC Bulletin Board.

We have revised the disclosure accordingly throughout the prospectus.

We note the receipt of the materials we requested in comment 4 in our prior letter dated February 25, 2013. However, many of the materials are not legible. Please provide us with legible copies that are more clearly marked to identify how the materials support the market claims being made in the prospectus.

As requested, please find legible copies of the materials.

Cover Page

We note your response to comment 5 in our letter dated February 25, 2013. Please revise your cover page to state that the proceeds from the offering will be immediately available to the company and will not be placed in escrow.

The changes have been made to the cover page.

We note your response to comment 6 in our letter dated February 25, 2013. Please revise your cover page to disclose the duration of the primary offering.

The changes have been made to the cover page.

Risks Relating to our Common Stock and this Offering, page 13

If you are not an institutional investor, you may only purchase securities..., page 14

We note your response to comment 9 in our letter dated February 25, 2013. What steps will the company be taking as part of its selling efforts to ensure that it is selling only to investors in states that the company has registered its offering or only to institutional investors?

The Company plans to finalize a Blue Sky Memorandum to assist officers who will effect the raise on behalf of the Company and any broker-dealer that may be retained to guide them on where and how they may offer the securities in states where the offering has been properly qualified or where an exemption exists pursuant to state law.

Use of Proceeds, page 17

We note your response to comments 10 and 11 in our letter dated February 25, 2013. Please note that if brokers participate in the offering of units we would view this as a change in your plan of distribution and a post-effective amendment would have to be filed including disclosure detailing the underwriting terms. Therefore any disclosure reflecting potential underwriting commissions is premature and should be omitted until and if your plan of distribution changes.

The applicable disclosure has been omitted from the current draft and will only be included through a post-effective amendment if applicable.

At the end of this section you state that you believe that if you are able to raise at least $800,000 in this offering, you will be able to meet your needs for capital for at least 12 months. Please revise to clarify what would happen if you are not able to raise that amount.

We have added additional disclosure to clarify the consequences if we fail to raise at least $800,000.

Business, page 32

Please revise your disclose more specifically the current status and approximate date of production for each of the products you discuss.

We have added the additional disclosure.

Finally, the Company acknowledges 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 have any questions regarding our responses, please contact the undersigned at (203) 305-3568 or gino@nxt-id.com.

Sincerely,

/s/ Gino Pereira

Chief Executive Officer

MATERIALS FOR REGISTRATION STATEMENT ON FORM S-1, FILED JANUARY 31, 2013, AS AMENDED FEBRUARY 4, 2013 (IN RESPONSE TO THE STAFF'S COMMENT LETTER, DATED FEBRUARY 25, 2013 (COMMENT NO. 4) AND IN RESPONSE TO THE STAFF'S COMMENT LETTER, DATED MARCH 29, 2013 (COMMENT NO. 2))

Page 34

http://www.gartner.com/newsroom/id/1924314

February 15, 2012

Gartner Says Worldwide Smartphone Sales Soared in Fourth Quarter of 2011 With 47 Percent Growth

Apple Became Top Smartphone Vendor in Fourth Quarter of 2011 and in 2011 as a Whole

Worldwide smartphone sales to end users soared to 149 million units in the fourth quarter of 2011, a 47.3 per cent increase from the fourth quarter of 2010, according to Gartner, Inc. Total smartphone sales in 2011 reached 472 million units and accounted for 31 percent of all mobile devices sales, up 58 percent from 2010.

Smartphone volumes during the quarter rose due to record sales of Apple iPhones. As a result, Apple became the third-largest mobile phone vendor in the world, overtaking LG. Apple also became the world's top smartphone vendor, with a market share of 23.8 percent in the fourth quarter of 2011, and the top smartphone vendor for 2011 as a whole, with a 19 percent market share. "Western Europe and North America led most of the smartphone growth for Apple during the fourth quarter of 2011," said Roberta Cozza, principal research analyst at Gartner. "In Western Europe the spike in iPhone sales in the fourth quarter saved the overall smartphone market after two consecutive quarters of slow sales."

The quarter saw Samsung and Apple cement their positions further at the top of the market as their brands and new products clearly stood out. LG, Sony Ericsson, Motorola and Research In Motion (RIM) again recorded disappointing results as they struggled to improve volumes and profits significantly. These vendors were also exposed to a much stronger threat from the midrange and low end of the smartphone market as ZTE and Huawei continued to gain share during the quarter.

Worldwide mobile device sales to end users totaled 476.5 million units in the fourth quarter of 2011, a 5.4 percent increase from the same period in 2010 (see Table 1). In 2011 as a whole, end users bought 1.8 billion units, an 11.1 percent increase from 2010 (see Table 2). "Expectations for 2012 are for the overall market to grow by about 7 percent, while smartphone growth is expected to slow to around 39 percent," said Annette Zimmermann, principal research analyst at Gartner.

In the fourth quarter of 2011, Nokia's mobile phone sales numbered 111.7 million units, an 8.7 percent decrease from last year. "Samsung closed the gap with Nokia in overall market share," said Ms. Cozza. "Samsung profited from strong smartphone sales of 34 million units in the fourth quarter of 2011. The troubled economic environment in Europe and Nokia's weakened brand status posed challenges that were hard to overcome in just one quarter. However, Nokia proved its ability to execute and deliver on time with its new Lumia 710 and 800 handsets. Nokia will have to continue to offer aggressive prices to encourage communications service providers (CSPs) to add its products to portfolios currently dominated by Android-based devices.”

Table 1
Worldwide Mobile Device Sales to End Users by Vendor in 4Q11 (Thousands of Units)

Company	4Q11	4Q11 Market Share (%)	4Q10	4Q10 Market Share (%)

	Units		Units
Nokia	111,699.4	23.4	122,278.1	27.1
Samsung	92,682.3	19.4	79,168.7	17.5
Apple	35,456.0	7.4	16,011.1	3.5
ZTE	18,915.1	4.0	9,033.9	2.0
LG Electronics	16,938.3	3.6	30,119.1	6.7
Huawei	13,966.2	2.9	7,824.0	1.7
Research In Motion	13,184.5	2.8	14,762.0	3.3
HTC	10,837.4	2.3	8,907.0	2.0
Motorola	10,075.3	2.1	10,908.4	2.4
Alcatel	9,004.7	1.9	7,997.9	1.8
Others	143,795.8	30.2	145,026.3	32.1
Total	476,554.9	100.0	452,036.5	100.0

Source: Gartner (February 2012)

Table 2
Worldwide Mobile Device Sales to End Users by Vendor in 2011 (Thousands of Units)

Company	2011	2011 Market Share (%)	2010	2010 Market Share (%)

	Units		Units
Nokia	422,478.3	23.8	461,318.2	28.9
Samsung	313,904.2	17.7	281,065.8	17.6
Apple	89,263.2	5.0	46,598.3	2.9
LG Electronics	86,370.9	4.9	114,154.6	7.1
ZTE	56,881.8	3.2	29,686.0	1.9
Research In Motion	51,541.9	2.9	49,651.6	3.1
HTC	43,266.9	2.4	24,688.4	1.5
Huawei	40,663.4	2.3	23,814.7	1.5
Motorola	40,269.0	2.3	38,553.7	2.4
Sony Ericsson	32,597.5	1.8	41,819.2	2.6
Others	597,326.9	33.7	485,452.0	30.4
Total	1,774,564.1	100.0	1,596,802.4	100.0

Source: Gartner (February 2012)

Page 37

Page 23

http://juniperresearch.com/viewpressrelease.php?pr=250

Press Release: Mobile Payments Market to Almost Triple in value by 2015 reaching $670bn, according to new Juniper report

Hampshire, UK: 5th July 2011 - A new study from Juniper Research has determined that the total value of mobile payments for digital and physical goods, money transfers and NFC (Near Field Communications) transactions will reach $670bn by 2015, up from $240bn this year. These forecasts represent the gross merchandise value of all purchases or the value of money being transferred.

The new Mobile Payment Strategies report revealed that all segments will exhibit 2x to 3x growth over the next five years. This growth will be driven by the rapid adoption of mobile ticketing, NFC contactless payments, physical goods purchases and money transfers as people in both developed and developing countries use their devices for everyday transactions.

Some 20 countries are expected to launch NFC services in the next 18 months, resulting in transactions approaching $50 billion worldwide by 2014. Meanwhile the need for financial access in developing countries is such that active mobile money users will double by 2013 and drive transaction values accordingly.

Senior analyst David Snow explained: "Our analysis shows that emerging segments such as physical goods payments, NFC and money transfers will fuel market growth by a factor of 2.7 times by 2015. Digital goods is the largest segment and, although forecast to more than double, it is not growing as quickly as some of the newer segments.”

Other key messages from the report include:
• The top 3 regions for mobile payments (Far East & China, W. Europe and N. America) will represent 75% of the global mobile payment gross transaction value by 2015.
• Digital goods payments will account for nearly 40% of the market in 2015.

The study provides the big picture of mobile payments, providing forecasts of the main market segments of digital and physical goods purchases, contactless NFC and domestic and international money transfers and remittances, providing regional forecasts of gross transaction values.

A new Mobile Money Whitepaper and further details of the study, ‘Mobile Payment Strategies: Opportunities & Markets 2011-2015’ can be freely downloaded from www.juniperresearch.com. Alternatively, please contact Jessica Hanslip at jess.hanslip@juniperresearch.com, telephone +44(0)1256 830001.

Juniper Research provides research and analytical services to the global hi-tech communications sector, providing consultancy, analyst reports and industry commentary.

Page 38

http://www.homelandsecuritynewswire.com/biometrics-mobile-phone-market-grow-500-percent-2015

Biometrics for mobile phone market to grow 500 percent by 2015

Published 5 July 2011

More Sharing ServicesShare | Share on email Share on facebook Share on twitter Share on linkedin

A recently released report projects that the market for biometric security devices on mobile phones will reach $161 million by 2015, an increase of $30 million; the analysis found that embedded fingerprint sensors in mobile phones will primarily drive growth in this market as more firms seek additional security measures for mobile phones; voice biometrics is also expected to be another large driver of growth

A recently released report projects that the market for biometric security devices on mobile phones will reach $161 million by 2015, an increase of $30 million.

The analysis, conducted by Goode Intelligence, found that embedded fingerprint sensors in mobile phones will primarily drive growth in this market as more firms seek additional security measures for mobile phones. Voice biometrics is also expected to be another large driver of growth, as they are likely to be used as part of a multi-factor authentication system.

Alan Goode, the report’s author and founder of Goode Intelligence, said, “We believe a biometric groundswell is building. The market is currently slow; but pressure is growing. The conditions are ripe for rapid change; for biometrics to move from an ‘interesting concept’ to a ‘must have’ for all smart mobile devices.”

As evidence, Goode pointed to Motorola’s efforts.

“Motorola has been heavily marketing the security benefits of using biometrics (fingerprint sensor) to protect its latest Android smartphone, the Atrix. It is even being called the ‘James Bond’ smartphone,” he said.

With the increasing use of mobile phones to store large quantities of data or conduct transactions, more companies are expected to turn to biometric authentication, the report concludes.

Key drivers include device security protection, mobile commerce, contactless technology, multi-factor authentication, and military and law enforcement applications, such as capturing biometric data and verifying identity in the field.

Page 34

Page 35

http://www.pewinternet.org/Reports/2012/Future-of-Money.aspx?src=prc-headline

Overview As adoption of advanced mobile devices such as smartphones has exploded in recent years, consumers have grown increasingly comfortable using their phones to transfer money, purchase goods, and engage in other types of financial transactions.

Recent Pew Internet surveys find that nearly half of all American adults now own a smartphone of some kind, and one in five own a tablet computer.

Recent Pew Internet surveys find that one in ten Americans have used their cell phone to make a charitable contribution by text message, that more than one-third of smartphone owners have used their phones to do online banking services like paying bills or checking a balance, and that 46% of apps users have purchased an app using a mobile device. Research from comScore has found that 38% of smartphone owners have used their cell phone to make a purchase of some kind, with digital goods (such as music, e-books or movies), clothing and accessories, tickets and daily deals leading the way as the most popular mobile retail categories.3

Similarly, a March 2012 Federal Reserve report found that 21% of mobile phone owners had used mobile banking services in the past year and that another 11% of mobile owners plan to use such services in the next 12 months. Using one’s phone to check account balances and recent transactions ranked as the most commonly-used service (90% of mobile banking users engage in this activity), followed by transferring funds between accounts (42% of mobile banking users). The study also found that some 12% of mobile phone owners have made payments—such as paying bills online or transferring money directly to another person’s account—via their phones.

Mobile phones play an even more prominent role in the financial system in parts of the developing world—users of Kenya’s M-Pesa system now send money totaling 20% of that country’s GDP to each other each year via text message, for example.

In light of these trends, a number of financial services and technology firms have set their sights on integrating mobile devices into the broader, multi-trillion-dollar retail economy. As a result, the infrastructure and tools for safe, reliable mobile purchasing has been advancing rapidly in recent years.

These mobile payment and transaction solutions currently take a number of forms. Some allow merchants and businesses to accept “on the go” credit card payments from customers using a special card reader that plugs into a smartphone or tablet computer.6 Others facilitate direct person-to-person financial transfers using mobile devices—either by physically touching phones or exchanging electronic credentials such as a phone number or email address.

Other solutions go even further, placing mobile phones at the center of users’ financial lives as an all-in-one payment device, identification system, coupon book and financial planner. In late 2011, Google launched Google Wallet in partnership with Citibank and MasterCard. Based on a technology known as near-field communication (NFC), Google Wallet allows users to store payment information in the cloud and pay for goods at participating retailers by tapping their phone at the point of purchase. 8 Another consortium (including Verizon, AT&T, T-Mobile, Visa, American Express, Discover and MasterCard) will be piloting a similar NFC-based mobile payment system known as ISIS starting in select cities in mid-2012.9 PayPal and Visa have also announced plans for mobile wallet systems, and many analysts predict that Apple will announce its own virtual wallet service in the near future.

Proponents argue that these “mobile wallet” systems hold a number of advantages over the use of cash and credit cards for payment. They argue that these systems are simpler and more convenient for consumers, since users need only carry a single all-purpose device rather than multiple forms of paper and plastic. And because they are location-aware and can track users’ shopping and purchasing behavior in real time, mobile wallet systems can offer advanced “personal shopper” services (such as recommendations and special deals based on one’s location and past purchasing history) as well as improved loyalty programs and more targeted promotions from vendors (a modern take on the “buy ten get one free” card, but with the card stored digitally in the cloud).

At the same time, critics have pointed towards a number of factors that might limit the widespread adoption of mobile payments. For starters, not everyone will use a smartphone. Other analysts raised questions about whether credit card companies will move away from the current profitable system in the developed world. Other concerns include the potential susceptibility of NFC to hackers, market fragmentation, and lack of interoperability of mobile finance systems due to the many different platforms being developed and implemented, and questions about whether consumers will feel comfortable storing the intimate details of their financial lives in the cloud.

In light of this ongoing debate, The Pew Internet Project and Elon University’s Imagining the Internet Center invited experts and other Internet stakeholders to offer their predictions on the future of mobile payments, and what people’s “wallets” might look like in 2020.

Overall, a majority of these respondents supported the scenario that by 2020 most people will have embraced and fully adopted the use of smart-device swiping for purchases they make, nearly eliminating the need for cash or credit cards. These experts feel that the explosive growth in the use of smartphones and other mobile devices, combined with the convenience, security, and other affordances of mobile payments systems, makes these systems an obvious choice to replace established modes of payment in day-to-day commerce.

At the same time, the expert respondents are divided on how quickly this technology will displace established transaction methods. In elaborating on their predictions, a number of respondents indicated that they expect this process to develop generationally, with younger users jumping to abandon cash and credit cards while their parents and grandparents make the move to mobile payments slowly, if at all.

TO SEE THIS CITATION IN ITS ENTIRETY, PLEASE SEE THE NEXT 36 PAGES.

MATERIALS FOR REGISTRATION STATEMENT ON FORM S-1, FILED JANUARY 31, 2013, AS AMENDED APRIL 11,2013

Footnotes (1) and (4)