United States securities and exchange commission logo





                              June 27, 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
                                                            File No. 000-24520

       Dear Howard Gostfrand:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments 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 our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

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

       General

   1.                                                   We note your disclosure
and description of your Non-Fungible Token (NFT) products in
                                                        this section and your
risk factor disclosure on page 24 about the risks if a particular NFT
                                                        is a security. Please
supplementally provide us with your legal analysis as to whether the
                                                        NFTs you create and
sell, or intend to create or sell, are "securities" within the meaning of
                                                        Section 2(a)(1) of the
Securities Act. In addition to considering the enumerated types of
                                                        securities set forth in
Section 2(a)(1), please consider SEC v. W.J. Howey Co., 328 U.S.
                                                        293 (1946) and Gary
Plastic Packaging Corp. v. Merrill Lynch, Pierce Fenner & Smith,
                                                        756 F.2d 230 (2d Cir.
1985). Please include in this analysis your role in the NFT
                                                        Marketplace and NFT
Trading Portal platforms, and the creation of the instruments, as
                                                        well as any ongoing
interest in the NFTs after resale (e.g., transaction or service fees), if
                                                        applicable.
 Howard Gostfrand
FirstName  LastNameHoward
OpenLocker  Holdings, Inc. Gostfrand
Comapany
June       NameOpenLocker Holdings, Inc.
     27, 2023
June 27,
Page 2 2023 Page 2
FirstName LastName
2.       Please provide a legal analysis regarding whether the operation of
your OpenLocker NFT
         Marketplace and OpenLocker NFT Trading Portal platforms may be
unregistered
         exchanges, unregistered broker dealers or unregistered clearing
agencies. Please also
         revise your related risk factor disclosure as appropriate.
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies, page F-10

3.       Please provide to us, and disclose in future filings, your accounting
policy for the costs to
         create the NFTs you offer for sale. In your response:
             Describe for us your and your partners' rights and obligations in
determining the
             custody and control of the NFT you offer for sale,
             Tell us where you recognize the costs to create an NFT in your
financial statements,
             If any costs have been capitalized, explain your determination of
the cost basis and
             policy for review for possible impairment,
             Tell us any accounting alternatives you considered and rejected
when reaching your
             conclusions, and
             Reference any specific authoritative accounting literature on
which you based your
             conclusions.
Revenue Recognition, page F-16

4.       You disclose that you generate revenue from two main sources, primary
sales of NFTs on
         its online store and commissions collected from sales on the secondary
marketplace. You
         also disclose profit-sharing agreements with your partners and
athletes. For each of these
         sources, please provide to us a detailed analysis supporting your
revenue recognition
         policy for the sale of NFTs.
         1. As it relates to step 1 in ASC 606:
               1. Provide us sample agreements and cross reference your
analysis to the specific
                    provisions of those agreements.
               2. Identify your customer. Regarding the profit-sharing
agreements, identify
                    whether the customer is the partner or athlete or the
ultimate purchaser of the
                    NFT and explain to us why this party is your customer.
               3. Tell us whether there are any penalties for contract
termination by either party
                    and explain when a contract begins and describe its term
for accounting
                    purposes.
         2. As it relates to step 2 in ASC 606, tell us your performance
obligation(s) and explain
               how each is distinct. In your reponse, confirm for us the rights
transferred upon the
               sale of the NFT and whether the NFT can be used or viewed
separately from the
               OpenLocker software platform.
         3. As it relates to step 3 in ASC 606:
               1. Identify the consideration specified in the contract
(including whether you will
                    accept noncash cryptocurrencies as payment), how the amount
of consideration
                    is determined and explain how you apply the variable
consideration constraint
 Howard Gostfrand
FirstName  LastNameHoward
OpenLocker  Holdings, Inc. Gostfrand
Comapany
June       NameOpenLocker Holdings, Inc.
     27, 2023
June 27,
Page 3 2023 Page 3
FirstName LastName
                    in ASC 606-10-32-11 through 32-13.
               2. Regarding your profit-sharing agreements, explain the payment
terms of the
                    contract, when the payments are made, whether payments to
your partners and
                    athletes are in fiat or cryptocurrencies, and if in
cryptocurrencies, how you
                    determine the value of the payment and recognize it in your
financial
                    statements.
         4.    As it relates to step 4 in ASC 606, tell us how you allocate
transaction price to
               multiple performance obligations, if applicable.
         5.    As it relates to step 5 in ASC 606, tell us how you determined
when to recognize
               revenue and the basis for that determination.
         6.    In your analysis, tell us whether you are the principal or agent
in these transactions,
               and describe for us your consideration of ASC 606-10-55-36
through 55-40.
5.       You disclose that you will accept payment for the sale of NFTs in fiat
or
         cryptocurrencies. Please explain to us the following:
             Tell us which cryptocurrencies you accept as payment.
             Explain to us how you determined the value of contracts
denominated in
             cryptocurrencies.
             Tell us your accounting treatment of the cryptocurrencies you
receive prior to your
             monthly conversion into fiat currency, including any impairment
considerations.
             Confirm for us whether you will store cryptocurrencies for your
customers. If so, tell
             us your consideration of the custody guidance in SAB 121, and
explain whether you
             are obligated under your agreements to safekeep customers'
crypto-assets and/or
             whether you must replace any such assets lost or stolen through
breach of or
             malfunction of the software underlying your system.
Note 5. Stockholders' Equity, page F-22

6.       We note your disclosure that you issued 182,978,736 shares of common
stock for
         $828,096 ($0.0001 - $0.40/share) during the year ended July 31, 2022,
and the related
         details disclosed on pages 31, F-5 and Notes 5 and 6 of the
consolidated financial
         statements. Please address the following:
             Tell us how you calculated the $.40 per share price, including the
details of the
              related transaction(s) and the market price of your common shares
on the transaction
              dates.
             Tell us how and the period the common stock share purchases by
both American
              Capital Ventures and the Leone Group, LLC of 62,500 each were
recognized in the
              consolidated financial statements and the basis of the
acquisition price of $.40 on
              12/14/21 as reflected on the Form 4; Statement of Changes of
Beneficial Ownership
              of Securities filed October 5, 2022, which was below the market
price on 12/14/21.
              Refer also to ASC 718-10-S99.
             Tell us the terms of the 240,814,962 share redemption, including
basis of the net
              amount of $935 considering the market value and recent cash
offerings at $.40,
              including with related and third parties as noted above. Refer to
ASC 505-10-50-11.
 Howard Gostfrand
FirstName  LastNameHoward
OpenLocker  Holdings, Inc. Gostfrand
Comapany
June       NameOpenLocker Holdings, Inc.
     27, 2023
June 27,
Page 4 2023 Page 4
FirstName LastName
Note 6 - Acquisition and Pro Forma Financial Information for OpenLocker, Inc.,
page F-24

7.       Please confirm for us whether you acquired any existing NFTs in your
acquisition of
         OpenLocker, Inc. If so, tell us where they are recognized in your
financial statements,
         your accounting policy for the acquired NFTs, and explain to us how
you determined the
         fair value of the NFTs as of the acquisition date.
8.       Considering the apparent magnitude of the intangible asset and
goodwill recognized in the
         OpenLocker acquisition, please address the following:

                Tell us the terms of this transaction, including the factors
that make up the goodwill
              recognized, such as the specific synergies you identified, the
relative magnitude of
              each synergy, the intangible assets that did not qualify for
separate recognition, or
              other factors considered.
                Tell us how you determined the fair value of the intangible
assets acquired, including
              methodologies and material estimates and assumptions used.
                Tell us the facts and circumstances that lead you to determine
that intangible assets
              have a useful life of 7 years.
                Tell us how the $.41 per share valuation, based on a recent
cash offering with third
              parties is consistent with ASC 805-30-30-7. The fair value
hierarchy gives the
              highest priority to unadjusted quoted prices in active markets as
the most reliable fair
              value measurement, and the lowest priority to unobservable
inputs. Refer to ASC
              820-10-35-41.
                Tell us how you considered the guidance in ASC 820 in
determining that the price
              indicated by a recent third-party private placement was more
indicative of the fair
              value of your common stock than the reported closing price on the
transaction date.
              In this regard, tell us how you assessed whether your stock
trades in an active market,
              including how you considered the factors in ASC 820-10-35-54C in
assessing the
              volume of trading activity in your common stock.
Form 10-Q for the Fiscal Quarter Ended April 30, 2023

Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies, page F-10

9.       You disclose that you use qualitative factors according to ASC
350-20-35-3 to determine
         whether it is more likely than not that the fair value of goodwill is
less than its carrying
         amount and that during the period ended April 30, 2023, you determined
there were no
         impairments of goodwill. Considering your going concern disclosure on
page 10, your
         Recent Developments disclosure on page 32 that you expect to require $
1 million in
         operating funds to carry out your intended plan of operations, only
$62,100 in revenues
         for the nine months ended April 30, 2023 and your disclosure on page
34 of the 10-K for
         the year ended July 31, 2022 that you only generated revenues of $208
due to the inability
         to execute on any business due to limited capital and management
resources, please tell us
         how you considered these factors in your goodwill impairment
assessment.
 Howard Gostfrand
OpenLocker Holdings, Inc.
June 27, 2023
Page 5

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        You may 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
June 27, 2023 Page 5                                      Office of Crypto
Assets
FirstName LastName