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CORRESP
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ANTHONY
L.G., PLLC

    laura
    aNTHONy, esq

    JOHN
    CACOMANOLIS, ESQ*

    CHAD
    FRIEND, ESQ, LLM

    SVETLANA
    ROVENSKAYA, ESQ**

    WWW.ANTHONYPLLC.COM

    WWW.SECURITIESLAWBLOG.COM

    WWW.LAWCAST.COM

    OF
    COUNSEL:

    Jessica
    Haggard, esq. ***

    MICHAEL
    R. GEROE, ESQ, CIPP/US****

    CRAIG
    D. LINDER, ESQ*****

    PETER
    P. LINDLEY, ESQ, CPA, MBA

    john
    lowy, esq.******

    STUART
    REED, ESQ.

    LAZARUS
    ROTHSTEIN, eSQ.

    Harris
    Tulchin, Esq. *******

    DIRECT
    E-MAIL:

    LANTHONY@ANTHONYPLLC.COM

*licensed
in FL and NY

**licensed
in NY and NJ

***licensed
in Missouri

****licensed
in CA, DC, MO and NY

*****licensed
in CA, FL and NY

******licensed
in NY and NJ

*******licensed
in CA and HI (inactive in HI)

July
17, 2023

VIA
ELECTRONIC EDGAR FILING

Office
of Crypto Assets

Division
of Corporation Finance

Securities
and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    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
Sir or Madam:

We
are providing narrative responses on behalf of OpenLocker Holdings, Inc. (the “Company”) to the comments of the staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”)
set forth in the Staff’s comment letter to Howard Gostfrand, CEO of the Company. We trust you shall deem the contents of this letter
responsive to your comment letter.

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.

Response:
What follows is the requested analysis together with some additional information on the Company business and operations.

Background

We
believe it will be helpful to begin with a discussion of the continuing evolution of the business of the Company. The Company was founded
to operate within and continues to operate to provide athletes and brands the ability to unlock consumer and fan value through fan engagement.
From inception, the Company has focused on building fan communities primarily for colleges and universities using athletes’ Name,
Image and Likeness (“NIL”). Upon launching its first fan community at the University of Connecticut in February 2022, the
Company created unique digital assets (“NFTs”) representing each of the men’s basketball players, the proceeds from
the sales of which were split between the Company and the athlete. The Company had the right to receive a 5% commission on secondary
sales of these NFTs but otherwise did not and does not have ongoing interests or rights in the NFTs. As will be more fully explained,
no such secondary sales were attempted or effectuated, and the Company no longer participates in such an option. Moreover, on an ongoing
basis, the NFT holders can avail themselves of certain benefits such as attending athletic events or receiving awards or discounts from
merchants, if or when such benefits become available, as more fully described herein.

As
described in detail below, these NFT digital assets were and are not securities as defined in Section 2(a)(1) of the Securities Act and
related case law, including SEC v. W.J. Howey Co. Among other factors, the NFTs do not represent an ownership interest or right
to profit in the Company, do not represent debt in the company, were not used for capital raising, do not depend on any efforts of the
Company, were not fractionalized, were not marketed or sold to a purchaser with an expectation of a profit, were not in fact designed
to illicit a profit to the holder and would not have an increase in value as a result of any efforts by the Company.

The
service provider which the Company used to create the NFTs included the creation of a secondary marketplace as part of its service package
for minting the NFTs, which the Company believed could be of interest to purchasers of digital assets. However, not a single sale was
attempted or effectuated on the marketplace and such marketplace has been removed from public access (several months ago and not in response
to this comment letter) and will not be reactivated. The marketplace was removed from the Company’s business model, not because
of a concern that the digital assets could be considered a security, but rather because it was not being used and was a needless distraction
from the Company’s core business model, which is to develop fan communities and engagement, primarily for college athletes. That
is, the purchasers of the Company’s physical and digital collectibles are not seeking re-sale opportunities and the Company sees
no benefit in facilitating same. The Company’s Form 10-K for the fiscal year ended July 31, 2023, will describe this update.

Moreover,
as the Company continues to develop the best way to capitalize on fan engagement and athlete NIL opportunities, it has become apparent
that the Company’s physical wallet sized collectible (a platinum card), creating fan events (such as meet and greets with athletes),
and sponsorship opportunities are a greater source of revenue than the digital assets. In fact, interest in the digital asset proved
to be de-minimus. As a result, the Company has moved to bundling physical assets (mainly the platinum card) with the digital asset and
providing the digital asset without charge upon the sale of a physical asset (and sometimes not including the digital asset at all).
The Company has not sold a separate digital asset since December 16, 2022, and even when bundled with a physical asset more than 70%
of customers never bother to claim their digital collectible. Furthermore, although the Company was set up to allow for the payment of
its merchandise, including digital assets, with cryptocurrency, it has not in fact, ever received a payment with cryptocurrency and no
longer allows that as an option.

However,
at this time, the Company does not intend to eliminate digital assets altogether. As part of the evolving business model the Company
is attempting to partner with local merchants to offer discounts or even such benefits as a free pizza if particular events transpire
(a team wins a goal, an athlete achieves a certain milestone, etc..) for the holders of that team or athletes’ collectibles. Further,
the Company has held and will hold in the future additional fan centric events with athletes for holders of collectibles (such as a gymnastics
camp day at the University of Florida). In this context, a digital asset provides benefits to the Company and holders, including (i)
a technologically advanced method of showing ownership and thus entitlement for an award or participation at an event; (ii) a technologically
advanced method of tracking the use and popularity of certain events, merchant discounts, and related benefits; and (iii) a way to keep
a physical asset in a secure location while still proving ownership to attend an event, obtain a discount, or accept a merchant’s
product. Although, the Company intends to continue to offer these digital asset benefits, there can be no assurance that customers will
utilize or show an interest in their use (as noted above “buy-in” has been nominal).

Further,
it has become clear that the term NFT (non-fungible token), as it seems to be used in current parlance, does not clearly describe our
digital asset and as such, the Company no longer uses the term at all. Rather, the Company now describes its digital assets as a “digital
access pass” as this digital access pass allows the owner access to fan events, community engagement, and as described above, other
perks, such as merchant discounts. Again, the 10-K for the fiscal year ended July 31, 2023, will fully describe these updates.

Specific
Analysis – Section 2(a)(1) of the Securities Act

Section
2(a)(1) of the Securities Act defines a security as “any note, stock, treasury stock, security future, security-based swap, bond,
debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate,
preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit
for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on
any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof),
or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in
general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary
or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.”

On
its face, the Company’s digital assets do not have any of the attributes of a security as described by Section 2(a)(1) of the Securities
Act.

Specific
Analysis - SEC v. W.J. Howey Co.

The
U.S. Supreme Court case of SEC v. W.J. Howey Co. (“Howey”), interpreted the meaning of an “investment
contract” in the definition of a security under Section 2(a)(1) of the Securities Act. In particular, under Howey, an investment
contract is defined as follows:

“…
an investment contract for purposes of the Securities Act means a contract, transaction or scheme whereby a person invests his money
in a common enterprise and is led to expect profits solely from the efforts of the promoter or a third party…. Such a definition…permits
the fulfillment of the statutory purpose of compelling full and fair disclosure relative to the issuance of the many types of instruments
that in our commercial world fall within the ordinary concept of a security…. It embodies a flexible rather than a static principle,
one that is capable of adaptation to meet the countless and variable schemes devised by those who seek the use of the money of others
on the promise of profits.”

In
analyzing whether something is an investment contract, “form should be disregarded for substance,” Tcherepnin v. Knight,
389 U.S. 332, 336 (1967), “and the emphasis should be on economic realities underlying a transaction, and not on the name appended
thereto.” United Housing Found, Inc. v. Forman, 421 U.S. 837 (1975). Howey and its progeny created a four-part test
in analyzing whether an investment contract exists: (i) an investment of money; (ii) in a common enterprise; (iii) with an expectation
of profits; and (iv) which are derived solely from the efforts of the promoters or third parties.

An
investment of money

As
noted, the Company no longer separately offers digital assets for sales, however, it did so historically. Although the Company received
payment in U.S. dollars in exchange for those digital assets, it does not believe such payment was an “investment.” The Oxford
Dictionary defines an “investment” as “the action or process of investing money for profit or material result.”
In the case of the Company’s digital asset, the purchaser purchased solely to obtain fee simple ownership of the digital asset
for personal reasons that presumably include showing fan support and engagement to particular athletes, teams and schools, and not with
an expectation of profit.

In
a common enterprise

Howey
did not delve into the meaning of a common enterprise other than to note that “[A] common enterprise managed by respondents
or third parties with adequate personnel and equipment is therefore essential if the investors are to achieve their paramount aim of
a return on their investments.” Later courts have looked at a common enterprise as involving the pooling of money or assets from
multiple investors whereby the investors share in the profits and risk in some proportion. Still other courts view a common enterprise
as one where investor profits are subject to efforts of the promoter putting together the deal, regardless of the existence or status
of other investors.

The
Company does not market or sell its digital assets as an investment that can result in a profit or other monetary return on the purchase.
Holders do not share in any profits. There are no profits derived from the purchase of a digital asset. There are no actions by either
the Company or its management that could result in a change in value of the digital asset. There are no pooling of funds or risk among
the purchasers. The Company does not sell digital assets to raise capital.

With
an expectation of a profit

As
described above the Company does not market or sell digital assets as an investment that could result in a profit. Generally, profits
include dividends, periodic payments, or an increase in value. The Company’s digital assets do not provide any such profits. Although
it is technically possible that the digital (and physical) asset could increase in value (such as if a particular athlete becomes the
next Michael Jordan or Lebron James), there is nothing in the Company’s marketing materials or communications with customers, that
creates such an expectation. To the contrary, the best evidence of the Company’s customers’ expectations is the fact that
there has never been a re-sale or attempted re-sale of any of the digital assets. Furthermore, even when the digital asset is offered
for free bundled with a physical asset, more than 70% of customers never bother to claim their digital collectible indicating the real
interest is in the physical collectible.

Which
are derived solely from the efforts of the promoters or third parties

As
noted, the digital assets do not carry any expectation of profit. There is nothing that the Company or its management could do that would
result in a change in value of the digital asset.

Specific
Analysis - Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce Fenner & Smith

We
could not find any commonality between the facts or analysis in Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce Fenner &
Smith and the Company’s digital assets but refer to the analysis above.

    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.

Response:
As indicated above, the OpenLocker NFT Trading Portal platform is no longer operational and even when operational, no sales were
effectuated or attempted to be effectuated on the platform. In addition, as the Company’s digital assets are not securities, and
as such even when such platform was operational (and again no sales were effectuated or attempted to be effectuated), it would not have
operated as an unregistered exchange, unregistered broker dealer or unregistered clearing agency. The OpenLocker NFT Marketplace is no
longer an NFT Marketplace but rather just a marke