United States securities and exchange commission logo





                             October 16, 2023

       Howard Gostfrand
       Chief Executive Officer
       OpenLocker Holdings, Inc.
       625 N. Flagler Drive, Suite 600
       West Palm Beach, FL 33401

                                                        Re: OpenLocker
Holdings, Inc.
                                                            Form 10-K for
Fiscal Year Ended July 31, 2022
                                                            Form 10-Q for
Fiscal Quarter Ended April 30, 2023
                                                            Response Dated July
17, 2023
                                                            File No. 000-24520

       Dear Howard Gostfrand:

              We have reviewed your July 17, 2023 response to our comment
letter and have the
       following comments.

              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. Unless
       we note otherwise, any references to prior comments are to comments in
our June 27,
       2023 letter.

       Form 10-K for the Fiscal Year Ended July 31, 2022

       General

   1.                                                   We note your response
to comment 1 and have the following comments:
                                                            With respect to the
NFTs issued to date, please explain the benefits to which holders
                                                           continue to be
entitled. In this regard, clarify whether the outstanding NFTs have the
                                                           characteristics of
the    digital access pass    as referenced in your response. Please also
                                                           explain whether the
outstanding NFTs are transferable and, if so, how and through
                                                           what means/platforms
now that your trading platform has ceased operations. Further,
                                                           please explain how
the company   s right to commissions on secondary sales was
                                                           removed from the
outstanding NFTs.
                                                            Please explain in
greater detail the benefits to which holders of the crypto assets sold
                                                           with the platinum
card (i.e., the    digital access passes   ) are entitled, and whether the
 Howard Gostfrand
FirstName LastNameHoward
OpenLocker   Holdings, Inc. Gostfrand
Comapany
October 16,NameOpenLocker
            2023            Holdings, Inc.
October
Page 2 16, 2023 Page 2
FirstName LastName
              digital access passes are transferable (whether alone or with the
platinum card).
                Please clarify whether the benefits to which holders of the
outstanding NFTs and
              digital access passes are entitled are separable from the
platinum card. Please also
              clarify the necessity of holding the NFT or digital access pass
to receive such
              benefits. In this regard, are holders of the platinum card
entitled to such benefits
              regardless of whether they elect to hold the NFT or digital
access pass?
                Please expand your legal analysis to address the bundle of
rights to which holders of
              the outstanding NFTs and digital access passes are entitled and
how the value of
              those benefits could impact the value of the NFTs and digital
access passes. In
              responding to this comment, please address the benefits to which
holders are entitled,
              the role of the company in providing those benefits, and the
value associated with
              those benefits and how that may impact the value of the NFTs and
digital access
              passes.
2.       We note your response to comment 2 and we reissue our prior comment in
part. Please
         expand your risk factor disclosure to highlight the risk that your
trading platform may be
         operating as an unregistered exchange, unregistered broker-dealer or
unregistered clearing
         agency, and discuss the potential consequences associated with those
risks.
Government Regulation - OpenLocker, page 11

3.       We note your disclosure that    the SEC has not formally asserted
regulatory authority over
         any certain Digital Asset.    Please update your disclosure under this
heading and remove
         or revise this statement in light of the fact that the Commission has
identified numerous
         crypto assets as securities, the legal tests are well-established by
U.S. Supreme Court case
         law, and the Commission and staff have issued reports, orders and
statements that provide
         guidance on when a crypto asset may be a security for purposes of the
U.S. federal
         securities laws.
Risks Related to Digital Assets, page 24

4.       We note the statements on page 24 that the legal test for determining
whether any given
         asset is a security is a highly complex, fact-driven analysis that
"evolves over time, and
         the outcome is difficult to predict," that "[i]t is also possible that
a change in the governing
         administration or the appointment of new SEC commissioners could
substantially impact
         the views of the SEC and its staff" and    it is difficult to predict
the direction or timing of
         any continuing evolution of the SEC   s views with regard to crypto.
 Please remove these
         statements as the legal tests are well-established by U.S. Supreme
Court case law and the
         Commission and staff have issued reports, orders, and statements that
provide guidance on
         when a crypto asset may be a security for purposes of the U.S. federal
securities laws.
5.       We note the statements in this risk factor on page 24 of your Form
10-K for the fiscal year
         ended December 31, 2022 that:
             "The SEC generally does not provide advance guidance or
confirmation on the status
             of any particular crypto asset as a security;"
 Howard Gostfrand
FirstName LastNameHoward
OpenLocker   Holdings, Inc. Gostfrand
Comapany
October 16,NameOpenLocker
            2023            Holdings, Inc.
October
Page 3 16, 2023 Page 3
FirstName LastName
                "Bitcoin and Ethereum are the only crypto assets as to which
senior officials at the
              SEC have publicly expressed such a view;" and
                "With respect to all other crypto assets, there is currently no
certainty under the
              applicable legal test that such assets are not securities."

         Please remove or revise these statements in light of the fact that the
Commission has
         identified numerous crypto assets as securities, the legal tests are
well-established by U.S.
         Supreme Court case law, and the Commission and staff have issued
reports, orders and
         statements that provide guidance on when a crypto asset may be a
security for purposes of
         the U.S. federal securities laws.
6.       Your statement under this heading that "[p]ublic statements by senior
officials at the SEC
         indicate that the SEC does not intend to take the position that
Bitcoin or Ethereum are
         securities (in their current form)    is incorrect regarding Ethereum.
Please revise or
         remove.
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-16

7.       Refer to your response to our comment 4. You state that your revenues
from the sale of
         NFT's has been deminimis, that you have not received any commissions
from sales on the
         secondary marketplace, and that the majority of your revenues are
derived from sales of
         collectibles and event fees. On your Consolidated Statements of
Operations and in your
         disclosure of the disaggregation of revenues on page 17 of your Form
10-Q for the period
         ended April 30, 2023, you attribute the majority of your revenues to
"NFT's and
         Commissions". Please tell us your consideration of whether the title
of this revenue
         source may be misleading and revise future filings to include captions
and terminology
         that reflects the character of the underlying transactions. Refer to
ASC 205-10-S99-1(a)
         and Regulation S-X Rule 4-01(a).
Notes to Consolidated Financial Statements
Note 6 - Acquisition and Pro Forma Financial Information for Open Locker, Inc.,
page F-24

8.       We acknowledge your response to our prior comment 8. You stated that
at the time of the
         transaction, both companies were generally inactive operationally. We
also note your
         disclosure on page F-26 that the identifiable assets acquired
consisted primarily of the
         intellectual property intangible asset, and goodwill. Based on your
disclosures and the
         information provided in your response, it is unclear how you
determined that the
         acquisition of OpenLocker met the conditions to qualify as a business
combination,
         including how the assets acquired and liabilities assumed of
OpenLocker constitute a
         business based on the guidance in ASC 805-10-25-1. Please address the
following:

                Provide us with your analysis supporting your accounting for
the acquisition of
              OpenLocker as a business combination. Specifically, discuss your
determination that
              OpenLocker met the definition of a business under ASC
805-10-55-3A through 55-9.
 Howard Gostfrand
OpenLocker Holdings, Inc.
October 16, 2023
Page 4
                Tell us your consideration of whether the transaction with
OpenLocker was in
              substance, a capital transaction rather than a business
combination.

       Please contact Rolf Sundwall at 202-551-3105 or Michelle Miller at
202-551-3368 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Eric Envall at 202-551-3234 or Sandra Hunter Berkheimer at 202-551-3758
with any
other questions.



FirstName LastNameHoward Gostfrand                           Sincerely,
Comapany NameOpenLocker Holdings, Inc.
                                                             Division of
Corporation Finance
October 16, 2023 Page 4                                      Office of Crypto
Assets
FirstName LastName