U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  Form 10-Q/A Amendment No. 2  (Mark One)  xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended March 31,
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 August 30, 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. 2 on Form 10-Q/A (the “Second
Amendment”) to its Quarterly Report on Form 10-Q for the three months ended March
31, 2016, filed with the Securities and Exchange Commission (the “Commission”) on
August 31, 2016 (the “Original Filing”), as previously amended by Amendment No.
1 on Form 10-Q/A as filed with the Commission on October 5, 2016 (the “First
Amendment”), for the purpose of revising the cover page.  The
Original Filing and First Amendment 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 and First Amendment, 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 Second 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 or First Amendment is being amended, updated or
otherwise revised.  This Second Amendment speaks as of the filing date of
the Original Filing and, except for the filing of the First Amendment, does not
reflect any events that may have occurred subsequent to such date.   i


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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