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SEC Response Letter

 January 17, 2008

 VIA FACSIMILE AND EDGARLINK TRANSMISSION

 Larry Spirgel, Assistant Director

 Kyle Moffatt, Accounting Branch Chief

 Inessa Kessman, Senior Staff
Accountant

 Securities and Exchange Commission

 Mail Stop 3720

 Washington, D.C. 20549

RE:
NTN Buzztime, Inc.

 Form 10-K for Fiscal Year
Ended December 31, 2006

 Filed March 16, 2007

 Forms 10-Q for Fiscal Quarter Ended September 30, 2007

 File No. 001-11460

 Dear Mr. Spirgel:

 On behalf of NTN Buzztime, Inc. (“NTN or the Company”), we are responding to the comment letter dated January 3, 2008 from the staff (the
“Staff”) of the Securities and Exchange Commission (“SEC”), with respect to the above-referenced periodic reports on Form 10-K and Forms 10-Q filed by the Company. Set forth below are the Company’s responses to the
Staff’s comments. For your convenience, each of the Staff’s comments precedes the corresponding responses.

 Form 10-K for Fiscal Year Ended
December 31, 2006

 Consolidated Statements of Cash Flow, page F-8

1.
We note your response to prior comment 1 and your statement that the net change in loans represents the net funds provided to our subsidiaries for operational and financing
activities. Please note that inter-company funding should be consolidated and not shown separately in your financial statements. If these funds were used or received by your discontinued operations to third-parties, then please confirm that in your
response and future filings.

2.
In addition, in accordance with CPCAF Alert 90 and 98, since you discovered this issue after you filed your fiscal year ended December 31, 2006 financial statements you
should treat this modification as a correction of an error and as such, you should amend your financial statements in your Form 10-K and subsequent Forms 10-Q. Please revise or advise.

 1

 Response:

 The inter-company funds were used by our discontinued operations to third-parties. We will disclose in future filings.

 The Company acknowledges the requirement under the CPCAF Alert. However, the Company did not amend its previously filed financial statements because we believe the correction is immaterial, for the following reasons:

•

 The operating, investing and financing cash flows from discontinued operations were disclosed in the footnotes to the financial statements which are an integral
part of the financial statements;

•

 In accordance with SAB 99, a matter is “material” if there is a substantial likelihood that a reasonable person would consider it important. Further,
Statement of Financial Accounting Concepts No. 2, states “the omission or misstatement of an item in a financial report is material if, in the light of surrounding circumstances, the magnitude of the item is such that it is probable that
the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item. In this case, we strongly believe the magnitude of this error is insufficient to support a restatement.

•

 The misstatement has no effect on earnings or other trends.

•

 The misstatement did not arise as a result of imprecise measurement.

•

 The misstatement does not change a loss into income or vice versa.

•

 The misstatement does not concern a segment that plays a significant role in the operations.

•

 The misstatement does not have the effect of increasing management’s compensation.

•

 The misstatement had no bearing on whether the Company met analysts’ expectations.

•

 The misstatement did not effect compliance with regulatory requirements, debt covenants or contractual obligations.

•

 The misstatement did not involve concealment of an unlawful transaction.

 2

 Note 1 – Organization and Summary of Significant Accounting Policies Critical Accounting Policies and Estimates,
page F-11

3.
We note your response to our prior comment 2. Based on your response, it appears that you recognize installation and commission costs over 3 years. Please note that the
incremental direct costs incurred related to the acquisition or origination of a customer contract that may or may not generate deferred revenue, unless specifically provided for in the authoritative literature, may be either expensed as incurred or
accounted for in accordance with paragraph 4 of Technical Bulletin 90-1 or paragraph 5 of Statement 91. Accordingly, if the installation and commission costs can be recovered over the initial contract term for each specific customer (i.e. a specific
contractual arrangement exists, the contractual arrangement is legally enforceable, management intends to enforce the contractual arrangement and probable and objectively supportable net margins exist during the initial term of the contractual
arrangement to support the recoverability of the deferred costs), you should recognize such costs over the initial period of the contract.

 Please confirm to us that the installation costs, the annual depreciation expense related to the installed equipment and any other costs to provide services for that initial contract period can be recovered over
the initial contract term. If so, you should revise to limit the amortization period to the initial contract term for each specific customer, which appears to be 1 year for your contracts. You should expense any excess installation costs (the
portion that cannot be recovered over the initial contract term) immediately. If you are unable to recover the installation costs, you should revise to expense such costs immediately. Please revise.

 We note your statement that if a customer terminates its contract during the initial contract term, the related customer installation costs should be
written off.

 Response:

 Under the Company’s current accounting policy the pattern of recognition for deferred costs appropriately mirrors the revenue to be recognized under the expected period of contract performance. This properly reflects our contract
margins and the determination of our income realized. It is our opinion that these are critical elements that investors depend on when analyzing the performance of the Company.

 In these contractual arrangements, deferred costs exceed deferred revenue as the deferred revenue represents the up-front installation fee only. In this
analysis, it is important to understand that in addition to the amortization of revenue for the up-front installation fee, the Company bills the customers each month on a current basis. Accordingly, the deferred costs are recovered generally within
the first three to four months of the contract period. An example of the Company’s revenue/cost patterns follows:

 3

Year 1

Year 2

Year 3

 Revenue:

 Annualized Fee

$
7,740

$
7,740

$
7,740

 Amortization of
Deferred Install Fee (up-front fee)

400

400

400

 Costs Amortized:

 Install Costs

183

183

183

 Commissions

254

254

254

 Other Direct Costs

1,268

1,268

1,268

 Depreciation:

 Equipment

455

455

455

 Net

$
5,580

$
5,580

$
5,580

 In reference to your comment regarding Technical Bulletin No. 90-1; paragraph 4, the Company
is in compliance with the applicable provisions of the bulletin which specifies the following:

 “Costs that are directly related to
the acquisition of a contract and that would have not been incurred but for the acquisition of that contract (incremental direct acquisition costs) should be deferred and charged to expense in proportion to the revenue recognized.”

 The Company has a clear pattern of revenue that is recognized in accordance with the terms of the customer’s contract which specifies
the up front installation fee and a monthly fee. Although the Company may not in all cases be able to negotiate with customers an up front fee, we have priced the contracts in conjunction with the pricing of ALL the elements of the arrangement which
is

 4

evident as we are able to recover the costs within three months of the execution of the contract. Additionally, if the customer terminates the contract
subsequent to installation of the equipment, they are obligated to pay for the remaining term of the initial contract period.

 In accordance
with SAB 104, paragraph f – non-refundable upfront fees, “the up-front fee and the continuing performance obligation related to the services to be provided or products to be delivered are assessed as an integrated package. In such
circumstances, the staff believes that up-front fees, even if nonrefundable, are earned as the products and/or services are delivered and/or performed over the term of the arrangement or the expected period of performance and
generally should be deferred and recognized systematically over the periods that the fees are earned.” SAB 104 expands further in footnote 39 to clarify the interpretation of “services performed over the term of the arrangement or the
expected period of performance.”

 The revenue recognition period should extend beyond the initial contractual period if
the relationship with the customer is expected to extend beyond the initial term and the customer continues to benefit from the payment of the up-front fee.

 The up-front fee is for the installation of the equipment which enables the customer to receive the content distributed through our network. Based on this and the principle of properly matching the costs associated
with the respective revenues, the Company has determined that the appropriate period to amortize the deferred costs and revenue should be the average customer contract life which was calculated to be approximately 3 years.

 The base equipment required to receive the transmission of our interactive content is depreciated over three years and the playmakers are depreciated over
four years.

 Goodwill and Other Intangible Assets, page F-17

4.
We note your response to prior comment 5. It is unclear to us how you determined the fair value of the Software Solutions business to be $7.1 million in August 2006 and only 2
months later determined the fair value to be only $200,000. Tell us in detail how you determined fair value for both August and November 2006 including the method and assumptions used. Explain in detail the reasons for the significant differences.

 5

 Response:

 The valuation methods employed in both analyses were the market approach (guideline and transaction) and income approach – discounted cash flow. The following compares the analyses by approach for each reporting
date.

Aug. 2006

Nov 2006

 Market Approach – Guideline Company Method

 Last Twelve Months (LTM) Revenue

$
4,736

$
4,876

 Selected Multiple [1]

2.44

1.71

 Indicated value of Equity,
Minority, Marketable Basis (rounded)

$
11,580

$
8,400

 Weighting Factor

33.3
%

0
%

 Weighted Conclusion

$
3,860

—

 Market Approach – Guideline Transaction Method

 Last Twelve Months (LTM) Revenue

$
4,736

$
4,876

 Selected Multiple [2]

1.28

1.14

 Indicated value of Equity,
Minority, Marketable Basis (rounded)

$
6,050

$
5,600

 Weighting Factor

33.3
%

0
%

 Weighted Conclusion

$
2,015

—

 Income Approach – Discounted Cash Flow Method

 Indicated Fair Value of Invested Capital on a Control,

 Marketable Basis (rounded) [4]

$
3,780

$
221

 Weighting Factor[3]

33.3
%

100
%

 Weighted Conclusion

$
1,260

$
221

 Indicated Fair Value of 100%
Invested Capital (rounded) [A]

$
7,140

$
200

 Carrying Value of Equity

($2,055
)

($2,671
)

 Add: Interest-Bearing Debt

$
4,640

$
5,266

 Indicated Carrying Value of
100% Invested Capital (rounded) [B]

$
2,585

$
2,596

 Delta ([A] –[B])

$
4,555

($
2,396
)

 Conclusion:

NOT
IMPAIRED

IMPAIRED

(go to step 2)

 Step2[5]

 Fair value of Goodwill (rounded)

$
(24
)

 Carrying Value of Goodwill (rounded)

$
2,235

 Impairment amount

$
2,235

 Notes:

[1]
The guideline companies were selected based on SIC code 7372 Prepackaged Software. Multiples of market value of invested capital (MVIC) to revenue of guideline companies were
concluded to be the most applicable to determine the value of the Reporting Units’ equity. The first quartile multiple was selected because the reporting unit is still unprofitable. The same guideline companies were used in both analyses.

 6

[2]
The Pratts Stats and Mergerstat Control Premium Study databases as well as company’s filings and analyst reports were searched to find transactions involving acquired companies
that are similar to the Reporting Units. In August 2006, 12 transactions were found which occurred between August 2003 and May 2006 and in November 2006, 17 transactions were found which occurred between August 2003 and December 2006. The first
quartile multiple was selected because the reporting unit is still unprofitable.

[3]
In November 2006 the DCF method was weighted 100% because revised projections pushed measurable profitability beyond 5 years versus 2 years in August 2006. Therefore, the multiples
for selected companies under the market approach (guideline transaction and company) were no longer appropriate proxies for the valuation. The DCF method became the most accurate representation of the Company’s fair value at this time.

4]
In August 2006, Management based projections on the following assumptions:

•

 Software Solutions and NTN Wireless would sell as a single combined unit.

•

 The combined customer lists of both divisions would drive sales growth for both divisions.

•

 NTN Wireless’ reseller channel would expand sales in Software Solutions.

•

 The market position of Software Solutions help desk services would remain in tact and revenue from a “work for hire” (representing approximately $1.2
million) arrangement would continue.

•

 No additional investment would be required to further the Software Solutions product to gain market share.

 In November 2006, based on external market indicators as well as new information on competing software products and the termination of a “work for
hire” arrangement, customer reaction to a new entrant in help desk services and the impact of unbundling the two business units for separate sale, management revised projections downward.

 7

[5]
In the Step 2 analyses Software Solutions intangible assets were identified and fair valued. All other assets were determined to be represented by their book value. Remaining assets
consisted predominately of receivables which have been reviewed to ensure the allowance accounts were properly valued and fixed assets. The discounted cash flow approach was utilized in valuing the technology and customer lists. Applying the fair
value of the intangible assets amount as well as the calculated fair value of equity to the Reporting Unit’s balance sheet resulted in a determination that the fair value of goodwill of was ($23,844).

 Form 10-Q for the Fiscal Quarters Ended September 30, 2007

 (2) Cash and Cash Equivalents, page 8

5.
Tell us in greater detail why you believe your $4,500,000 in a Canadian Variable Rate Guaranteed Investment Contract with an original one year maturity should be in cash and cash
equivalent. Refer to your basis in accounting literature.

 Response:

 We refer to SFAS No. 95, paragraph No. 8, whereby the pronouncement defines “cash and cash equivalents” as follows:

 “For purposes of this Statement, cash equivalents are short-term, highly liquid investments that are both:

 a. Readily convertible to known amounts of cash

 b. So near their maturity that they present insignificant risk of changes in value because of changes in interest rates

 Generally, only investments with original maturities of three months or less qualify under that definition.”

 Our guaranteed
investment contract can be redeemed at any time without penalty or loss of interest and, as such, the one-year stated maturity is non-substantive. The risk of changes in value due to changes in interest rates are insignificant and the investment is
highly liquid (convertible into cash at any time). Thus, both of the criteria noted in SFAS No. 95