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SEC Company Response from NightFood Holdings, Inc. (NGTF) (CIK 0001593001) (NGTF) — Mar 19, 2014

NightFood Holdings, Inc. (NGTF) (CIK 0001593001)
Date: March 19, 2014 · CIK: 0001593001 · Accession: 0001469709-14-000087

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File numbers found in text: 333-193347

Referenced dates: March 18, 2014

Date
March 19, 2014
Author
/s/ Frank J. Hariton
Form
CORRESP
Company
NightFood Holdings, Inc. (NGTF) (CIK 0001593001)

Letter

Division of Corporation Finance Securities and Exchange Commission NightFood Holdings, Inc. Amendment Number 3 to Registration Statement on Form S-1 Filed today File Number 333-193347

Dear Mr. Schwall:

Today we are filing amendment number 3 to the above captioned registration statement. This amendment principally involves an updating of the material previously filed and changes to the registration statement in response to the staff’s comment letter dated March 18, 2014. The numbered paragraph below corresponds to the numbered paragraph in the staff’s comment letter and set forth our response thereto:

1.

The correct reference in the auditors' signature line should have been to Note 8, not Note 1. Note 8 adequately discloses the merger and retroactive application of equity. This amendment corrects the error

Please feel free to contact me with any questions you may have regarding the foregoing.

Very truly yours,
/s/ Frank J. Hariton

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CORRESP
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NightFood Correspondence 03/19/14

 FRANK J. HARITON · ATTORNEY AT LAW

 1065 Dobbs Ferry Road · White Plains · New York 10607 · (Tel) (914) 674-4373 · (Fax) (914) 693-2963 · (e-mail) hariton@sprynet.com

 March 19, 2014

 Mr. H. Roger Schwall Assistant Director

 Division of Corporation Finance

 Securities and Exchange Commission

 Washington, D.C. 20549

  Re:

 NightFood Holdings, Inc.

 Amendment Number 3 to Registration Statement on Form S-1

 Filed today

 File Number 333-193347

 Dear Mr. Schwall:

 Today we are filing amendment number 3 to the above captioned registration statement.  This amendment principally involves an updating of the material previously filed and changes to the registration statement in response to the staff’s comment letter dated March 18, 2014.  The numbered paragraph below corresponds to the numbered paragraph in the staff’s comment letter and set forth our response thereto:

  1.

 The correct reference in the auditors' signature line should have been to Note 8, not Note 1. Note 8 adequately discloses the merger and retroactive application of equity. This amendment corrects the error

 Please feel free to contact me with any questions you may have regarding the foregoing.

 Very truly yours,

 /s/ Frank J. Hariton

 Frank J. Hariton