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SEC Company Response from NightFood Holdings, Inc. (NGTF) (CIK 0001593001) (NGTF) — Mar 21, 2014

NightFood Holdings, Inc. (NGTF) (CIK 0001593001)
Date: March 21, 2014 · CIK: 0001593001 · Accession: 0001469709-14-000090

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File numbers found in text: 333-193347

Date
March 21, 2014
Author
Sean Folkson
Form
CORRESP
Company
NightFood Holdings, Inc. (NGTF) (CIK 0001593001)

Letter

Division of Corporate Finance Re: NightFood Holdings, Inc. Registration Statement Form S-1 – Acceleration Request File No. 333-193347

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 March 24, 2014 at 4:00 p.m., or as soon thereafter as practicable. We advise you, in connection with Rule 460, that no preliminary prospectuses have been distributed.

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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NightFood Correspondence 03/21/14

 NightFood Holdings, Inc.

 85 Parkview Road

 Elmsford, New York 10523

 888-888-6444

 March 21, 2014

 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. 333-193347

 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 March 24, 2014 at 4:00 p.m., or as soon thereafter as practicable.  We advise you, in connection with Rule 460, that no preliminary prospectuses have been distributed.

 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, President