U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  Form 10-Q/A Amendment No. 1  (Mark One)  xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended September 30,
2016   ̈TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from
______________ to ______________  Commission File Number: 333-123941  HPIL HOLDING (Exact name of registrant as specified in
its charter)  Nevada
 
 30-0868937(State or other jurisdiction of
 
 (I.R.S. Employerincorporation or organization)
 
 Identification No.)
  3738 Coach Cove, Sanford, MI 48657 
 (Address of principal executive offices)  (248) 750-1015 
 (Registrant’s telephone number, including
area code) 
  Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YesxNo ̈  Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post
such files).YesxNo ̈  Check whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):  Large
  Accelerated
  Filer ̈
 
 Accelerated
  Filer ̈Non-accelerated
  Filer ̈
 
 Smaller
  Reporting Companyx
  Check whether the
issuer is a shell company (as defined in Rule 12b-2 of the Exchange
Act).  Yes ̈Nox  As of November 21, 2016, there were 47,308,000 shares of common
stock, par value $0.0001, issued and outstanding.


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Explanatory Note  HPIL
Holding (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the
“Amendment”) to its Quarterly Report on Form 10-Q for the three months ended September
30, 2016, filed with the Securities and Exchange Commission (the “Commission”) on
November 21, 2016 (the “Original Filing”), for the purpose of revising the
cover page.  The
Original Filing indicated that the Company is a voluntary filer and has never
been required to file reports under Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).  This was based on the
Company’s lack of confirmation that a registration statement filed by the
Company under prior management had become effective.  Current management was
unable to confirm with the Company’s prior management that it had received an
effective statement from the Commission with respect to the registration
statement.  Additionally, no electronic notice of effectiveness was ever made
available on the Commission’s EDGAR system, so confirmation was not readily
ascertainable by review of the Company’s filings on EDGAR.  Since the Original
Filing, the Company has discussed the status of the subject registration
statement with the Commission.  In those discussions, the Commission
telephonically confirmed that the subject registration statement was declared
effective.  Therefore, the Company wishes to clarify that it is required to
file reports under Section 13(a) or 15(d) of the Exchange Act and is not
operating as a voluntary filer and withdraws any statement to the contrary.  Based
on our misunderstanding, the Company filed several periodic reports with OTC
Markets, Inc. (“OTC”) in compliance with the OTC Pink Current Information Tier
Basic Disclosure Guidelines, instead of filing those periodic reports with the
Commission.  Since that time, we have filed with the Commission all required
reports and, as of the date of this Amendment, are current with our reporting
obligations under Section 13(a) or 15(d) of the Exchange Act.  Except as stated in this
Explanatory Note, no other information contained in any Item of the Original
Filing is being amended, updated or otherwise revised.  This Amendment
speaks as of the filing date of the Original Filing and does not reflect any
events that may have occurred subsequent to such date.


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SIGNATURES  Pursuant to the
requirements of the Securities and Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.  HPIL HoldingDated: December
  19, 2016
 By:
 /s/Louis
  BertoliLouis BertoliChief Executive
  Officer (Principal Executive Officer), President and Chairman of the Board of
  Directors