SEC Company Response from NightFood Holdings, Inc. (NGTF) (CIK 0001593001) (NGTF) — Jul 27, 2017

NightFood Holdings, Inc. (NGTF) (CIK 0001593001)
Date: July 27, 2017 · CIK: 0001593001 · Accession: 0001213900-17-007959

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File numbers found in text: 333-216709

Date

July 27, 2017

Author

Sean Folkson

Form

CORRESP

Company

NightFood Holdings, Inc. (NGTF) (CIK 0001593001)

Letter

Division of Corporate Finance Washington, D.C. 20549 Registration Statement Form S-1 – Acceleration Request File No. 333-216709

Re: NightFood Holdings, Inc.

Dear Sirs and/or Madam:

This letter serves as our request, in accordance with Rule 461, for acceleration of the effectiveness of the above-referenced Registration Statement (filed pursuant to Form S-1) to July 28, 2017 at 4:00 p.m., or as soon thereafter as practicable.

In that respect and in furtherance of our Acceleration Request, we herewith acknowledge that:

• Should the Commission or the staff, acting pursuant to delegated authority, declare our 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 our filing effective, does not relieve NightFood Holdings, Inc. from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• NightFood Holdings, Inc. 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.

Very truly yours,
NightFood Holdings, Inc.

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CORRESP
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filename1.htm

NIGHTFOOD HOLDINGS, INC.

July 27, 2017

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    NightFood Holdings, Inc.

Registration Statement Form S-1 – Acceleration
Request

File No. 333-216709

Dear Sirs and/or Madam:

This letter serves as our request, in accordance with Rule 461,
for acceleration of the effectiveness of the above-referenced Registration Statement (filed pursuant to Form S-1) to July 28, 2017
at 4:00 p.m., or as soon thereafter as practicable.

In that respect and in furtherance of our Acceleration Request,
we herewith acknowledge that:

    •
    Should the Commission or the staff, acting pursuant to delegated authority, declare our 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 our filing
effective, does not relieve NightFood Holdings, Inc. from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

    •
    NightFood Holdings, Inc. 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.

Very truly yours,

NightFood Holdings, Inc.

    /s/ Sean Folkson

    Sean Folkson, CEO

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