UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

HPIL HOLDING

(Name of Issuer)

Common Stock

(Title of Class of Securities)

40432Y109

(CUSIP Number)

February 14, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	☐	Rule 13d-1(b)

	☐	Rule 13d-1(c)

	☒	Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No .

40432Y109

Page 2 of 5

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)

GPL Ventures LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES

SOLE VOTING POWER

184,121,792

BENEFICIALLY
OWNED BY

SHARED VOTING POWER

EACH
REPORTING

SOLE DISPOSITIVE POWER

184,121,792

PERSON
WITH:

SHARED DISPOSITIVE POWER

*Consists of Common Stock that the reporting person has the right to acquire by way of conversion of promissory note(s), subject to the right of the issuer to repay the note(s) as set forth in the terms of the note(s). See the issuer’s filings with the Securities and Exchange Commission for additional information on the promissory note(s).

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

184,121,792

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.99%*

*This percentage is calculated based on approximately 1,859,816,088 shares of common stock outstanding as of February 13, 2019

TYPE OF REPORTING PERSON

CUSIP No .

40432Y109

Page 3 of 5

Item 1(a).		Name of Issuer:

		HPIL HOLDING

Item 1(b).		Address of Issuer’s Principal Executive Offices:

		3738 Coach Cove Sanford, MI 48657


Item 2(a).		Name of Person Filing:

		GPL Ventures LLC

Item 2(b).		Address of Principal Business Office or, if None, Residence:


		One Penn Plaza, STE 6196 New York, NY 10119

Item 2(c).		Citizenship:

		Incorporated under the laws of the state of Delaware

Item 2(d).		Title of Class of Securities:

		Common Stock

Item 2(e).		CUSIP Number:

		40432Y109

Item 3.	If This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

(a)	o	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b)	o	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	o	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	o	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

CUSIP No .

40432Y109

Page 4 of 5

(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);

(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.	Ownership.

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount beneficially owned:

	184,121,792

(b)	Percent of class:

	9.99%* *This percentage is calculated based on approximately 1,859,816,088 shares of common stock outstanding as of February 13, 2019

(c)	Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote

		184,121,792

	(ii)	Shared power to vote or to direct the vote

		0

	(iii)	Sole power to dispose or to direct the disposition of

		184,121,792

	(iv)	Shared power to dispose or to direct the disposition of

		0

CUSIP No .

40432Y109

Page 5 of 5

Item 5.	Ownership of Five Percent or Less of a Class.
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	N/A

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

	N/A

Item 8.	Identification and Classification of Members of the Group.

	N/A

Item 9.	Notice of Dissolution of Group.

	N/A

Item 10.	Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Date: February 14, 2019

	Signature:	/s/ Alexander Dillon
	Name:	Alexander Dillon
	Title:	Managing Partner

HPIL HOLDING SC 13G/A