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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)

November
8, 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

    Response
    Dated July 17, 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 dated October 16, 2023. 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 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
                                            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.

Response:
First, we would like to supplement our background provided in the prior comment letter response by noting that the Company is not
currently selling any digital assets or collectibles. Although the Company believes digital assets offer a better method of showing ownership
and tracking fan use, there has been little to no interest in the digital asset by our customers and as such the Company has made the
decision to discontinue the expense altogether at this time. This information is included in our 10-K for the period ended July 31, 2023,
filed on November 1, 2023.

As
to the particular questions, holders of NFTs issued to date are entitled to the same benefits as the holders of physical cards for those
particular “clubs” (Gataverse, PowerOwls Club, Rowdy Redz). At UF, FAU and Radford, there are some rewards offered by local
business partners and priority access to community events. To the extent other benefits or perks were to be offered, holders of currently
issued NFTs would likewise be able to participate. Examples of such benefits would include participating merchant discounts (eg. a free
burrito or discounted pizza). Other benefits include access to fan events such as an athlete meet and greet.

Yes,
NFT’s are capable of being transferred. Although the OpenLocker secondary marketplace has been disabled, the wallet viewer remains
active. The holder of an NFT may transfer the NFT from the wallet viewer to any wallet address they desire including their own personal
wallet, or a third party. The company’s right to commission does not carry with the NFT itself and as noted previously no commissions
have been received by the company.

All
club members – i.e. people who have purchased a particular athlete collectible, regardless of the format (physical or digital)
are entitled to the same benefits. Accordingly, it would be possible for a person that had purchased the digital asset coupled with the
physical asset to separate them and obtain additional benefits. That is, it is technically possible that a person could give their platinum
card to a friend and therefore obtain two discounted pizza’s. However, this has not happened and we believe the likelihood is minimal
since there has been no interest in the digital asset and the value of the benefits does not warrant concern. Most have not even been
opened, viewed or claimed to a personal digital wallet. It is important to note that the company believes the biggest benefit is supporting
athletes in college sports. We believe that the reason for the interest in the physical collectible (platinum card) far outweighed any
interest in a digital asset is that the physical card has an authentic athlete signature giving it value as a keepsake.

We
believe that the bundle of rights associated with the digital assets supports and is consistent with our prior argument that such digital
assets lack the attributes of a security. The digital assets do not have any rights that differentiate from physical collectibles. Although
the Company is responsible for adding benefits to the assets (both physical and digital) by signing on more merchants to offer discounts
and rewards and by arranging fan meet and greet and other engagement opportunities, we do not believe that these benefits measurably
increase the value of the assets. Again, we believe the primary motivation in purchasing our collectibles is to support athletes and
college sports teams. Moreover, the only incremental increase in value of an asset would result from the success of a particular athlete
and not any efforts by the company. For instance, if a particular college basketball player went on to be a top star in the NBA, it is
foreseeable that a card with their signature would increase in value. For your convenience we have included our legal analysis herein.

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 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.

 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.

Response:
We have updated our risk factors in our Form 10-K for the period ended July 31, 2023 filed with the commission on November 1, 2023.
In particular, we have added the following language:

Although
we no longer offer a secondary market or trading platform, we did at one time. Our secondary market was not registered or licensed with
the SEC or foreign authorities as a broker-dealer, national securities exchange, or ATS (or foreign equivalents), and we will not seek
to register or rely on an exemption from such registration or license. We could be subject to legal or regulatory action in the event
the SEC, a state or foreign regulatory authority, or a court were to determine that we operated an unregistered exchange, unregistered
broker-dealer or unregistered clearly agency. We believe that our risk is reduced as no secondary or trading transactions were attempted
or occurred on our marketplace, but regardless of our conclusion our business would be significant