SecProbe.io

March 18 , 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. 2 to Registration Statement on Form  S-1
Filed March 4, 2014
File No. 333-193347

Dear  Mr. Folkson :

We have reviewed your response letter dated March 4, 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 appro priate, 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. 2 to Registration Statement on Form S-1 Filed  March 4, 2014

Financial Statements, page F -1

1. We note the revised audit report is dual dated to reference “October 10, 2013, except for
Note 1, as to which the date is February 15, 2014.”  However, the retroactive change to
the financial statements is not disclosed in Note 1.  Please revise the audit report to
reference the appropriate disclosure in the notes to financial statements.  In addition,
please make corresponding changes to the auditor’s c onsent.

Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the d isclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and

Sean J. Folkson
NightFood Holdings, Inc.
March 18 , 2014
Page 2

 all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosu re, 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 fr om 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 Commiss ion or the staff, acting pursuant 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.

Please refer to Rules 460 and 461 regarding reques ts 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 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.