SecProbe.io

February 28 , 2014

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

Re: NightFood Holdings, Inc.
Amendment No. 1 to Registration Statement on Form  S-1
Filed February 18, 2014
File No. 333-193347

Dear  Mr. Folkson :

We have reviewed your response letter dated February 18, 2014  as well as your amended
registration statement  and have the following additional comments.

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 believe an amendment is a ppropriate, 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.

Amendment No. 1 to Registration Statement on Form S-1 Filed  February 18, 2014

Financial Statements, page F -1

1. We note in response to prior comment six from our letter to you dated February 4, 2014
that you have revised NightFood, Inc.’s consolidated balance sheets, statements of
stockholders’ equity an d earnings per share calculations on the face of the statements of
operations to reflect the share exchange on a retroactive basis.  Please tell us why the
audit report has not been updated to address the changes to the historical financial
statements of N ightFood, Inc., and explain why you have not included disclosure in the
notes to the financial statements to reference the retroactive treatment.

Sean J. Folkson
NightFood Holdings, Inc.
February 28 , 2014
Page 2

 Financial Statements, F -12

2. We note your disclosure specifying that NightFood  Holdings, Inc. was incorporated on
October 16, 2013 at which time NightFood, Inc. became a wholly -owned subsidiary.
Please disclose this information in the notes to the December 31, 2013 interim financial
statements and retitle the financial statements a ccordingly.

Note 5 - Capital Stock Activity, page F -17

3. The third bullet point appears to have a typographical error. In this manner, the disclosure
references activity that occurred during the second quarter ended December 31, 2014.
Please revise your di sclosure accordingly.

Exhibits

4. We note your response to prior comment 10 and and reissue such comment.  In that
regard, we note that you have not refiled the relevant exhibit.  Please amend your filing to
resubmit Exhibit 3.1 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 fo r 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
acknowledgin g 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 pu rsuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Sean J. Folkson
NightFood Holdings, Inc.
February 28 , 2014
Page 3

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 registration 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 Ca nnarella,  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.