SecProbe.io

February 4 , 2014

Via E-mail
Sean J. Folkson
Chief Executive  Officer
NightFood Holdings, Inc.
85 Parkview Road
Elmsford, NY  10523

Re: NightFood Holdings, Inc.
Registration Statement on Form  S-1
Filed January 13, 2014
File No. 333-193347

Dear  Mr. Folkson :

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not bel ieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S-1 Filed  January 13, 2014

General

1. Please provide us with supplemental support for the statistical claims appearing under
your section entitled “Industry Overview.”  For example, please provide to us a copy of
the referenced third party report.  To expedite our review, please use highlighting or some
other means to show clearly those portions of the materials which support the various
claims, and provide us with a numbered key which shows where support for each
prospectus claim may be found in the ma rked supplemental materials.  For any such third
party report that you have commissioned for use in connection with your registration
statement, please obtain and file the third party’s consent.

Sean J. Folkson
NightFood Holdings, Inc.
February 4 , 2014
Page 2

Risk Factors, page 5

2. Please revise to clarify whether you i ntend to file a 1934 Act registration statement.  In
that regard, you state at page 6 that you antici pate that you will file such a registration
statement , but also state at page 8 that you have no current plans to file a registration
statement on Form 8 -A.

Selling Stockholders, page 11

3. Please disclose whether any selling shareholder is a registered broker -dealer or affiliate of
a registered broker -dealer.  If you determine that a selling shareholder is a registered
broker -dealer, please revise your dis closure to indicate that such sel ling shareholder is an
underwriter, unl ess such selling shareholder received its securities as compensation for
investme nt banking services.  If a selling shareholder is an affiliate of a registered broker -
dealer, please di sclose, if true, that such selling shareholder acquired its shares in the
ordinary course of business and at the time of the acquisition did not have any
arrangements or understandings with  any person to distribute the securities.  If not, you
must indicat e that such selling shareholder is an underwriter.

Management’s Discussion and Analysis or Plan of Operation, page 21

4. Please provide an analysis of your results of operations for the reported financial
statement periods, as required by Item 303(a)(3) of Regulation S -K.

Executive Compensation, page 23

5. You state at page 23 that you have verbal understandings with your executive officers
regarding monthly retainers.  Please disclose any material terms of such understandings.
See Item 402(o)(1) of Regulati on S-K.

Financial Statements, page F -1

6. Please note the financial statement updating requirements outlined in Rule 8 -08 of
Regulation S -X when filing your next amendment t o the registration statement.  It is our
understanding that NightFood Holdings, Inc.  and NightFood, Inc. are entities under
common control; therefore, you should comply with the guidance set forth in FASB ASC
805-50-45-2 when presenting your interim financial statements as and for the six months
ended December 31, 2013.  In addition, the share exchange between these two entities
essentially represents a stock split that should be given retroactive effect in the balance
sheets of NightFood, Inc.  Refer to FASB ASCs 505 -10-S99-4 and 260 -10-55-12 for
additional guidance.

Sean J. Folkson
NightFood Holdings, Inc.
February 4 , 2014
Page 3

 Note 5 – Inventory,  page F -9

7. Please disclose your basis for determining inventory costs to comply with FASB ASC
330-10-50-1.

Note 12 – Subsequent Events, page F -11

8. Please revise the third bullet point as it appears to be an extraneous disclosure.

Unaudited Pro Forma Condensed Combined Financial Statements, page F -12

9. Please note you are not required to present pro forma financial information as the interim
financial statements required to be included in your next amendment to the registration
statement will reflect th e merger.

Exhibits

10. Exhibit  3.1 was electronically filed in an un -searchable format.  Please ame nd your filing
to resubmit this exhibit  in a text searchable format.  See Section 5.1 of  the EDGAR Filer
Manual, Volume II: “EDGAR Filing,” Version 25 (September  2013) and Item  301 of
Regulation S -T.

Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made .

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority,  declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve t he company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

Sean J. Folkson
NightFood Holdings, Inc.
February 4 , 2014
Page 4

  the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any per son under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above regi stration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact John Cannarella,  Staff Accountant, at (202) 551 -3337 , or Jenifer
Gallagher, Staff Accountant, at (202) 551 -3706 , if you have questions regarding comments on
the financial statements and related matters.  Please contact Paul Monsour , Staff Attorney, at
(202) 551 -3360 , or Laura Nicholson, Staff Attorney, at (202) 551 -3584 , with any other
questions.

Sincerely,

/s/H. Roger Schwall

H. Roger Schwall
Assistant Director

cc:  Mr. Frank J. Hariton, Esq.