SecProbe.io

CORRESP
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 Ernexa
Therapeutics Inc.

 1035
Cambridge Street, Suite 18A

 Cambridge,
MA 02141

 June
16, 2025

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 Re:
 Ernexa
 Therapeutics Inc.

 Registration
 Statement on Form S-3

 Filed
 June 11, 2025

 File
 No. 333-287954

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Ernexa Therapeutics Inc. hereby respectfully requests acceleration
of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:30
p.m. Eastern Time, June 18, 2025, or as soon as practicable thereafter.

 Very truly yours,

 Ernexa Therapeutics Inc.

 By:
 /s/
 Sandra Gurrola

 Sandra
Gurrola

 Senior
Vice President, Finance

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 16, 2025

Sanjeev Luther
Chief Executive Officer
Ernexa Therapeutics Inc.
1035 Cambridge Street, Suite 18A
Cambridge, MA 02141

 Re: Ernexa Therapeutics Inc.
 Registration Statement on Form S-3
 Filed June 11, 2025
 File No. 333-287954
Dear Sanjeev Luther:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Chris Edwards at 202-551-6761 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Jeff Cahlon, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 Ernexa
Therapeutics Inc.

 1035
Cambridge Street, Suite 18A

 Cambridge,
MA 02141

 April
25, 2025

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 Re:
 Ernexa Therapeutics Inc.

 Registration
Statement on Form S-3

 Filed
April 16, 2025

 File
No. 333-286581

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Ernexa Therapeutics Inc. hereby respectfully requests acceleration
of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:30
p.m. Eastern Time, April 29, 2025, or as soon as practicable thereafter.

 Very
 truly yours,

 Ernexa
 Therapeutics Inc.

 By:

 /s/
 Sandra Gurrola

 Sandra
 Gurrola

 Senior
 Vice President, Finance

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 25, 2025

Sanjeev Luther
Chief Executive Officer
Ernexa Therapeutics Inc.
1035 Cambridge Street, Suite 18A
Cambridge, MA 02141

 Re: Ernexa Therapeutics Inc.
 Registration Statement on Form S-3
 Filed April 16, 2025
 File No. 333-286581
Dear Sanjeev Luther:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Lauren Hamill at 303-844-1008 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Jeff Cahlon
</TEXT>
</DOCUMENT>

CORRESP
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Eterna
Therapeutics Inc.

1035
Cambridge Street, Suite 18A

Cambridge,
MA 02141

(212)
582-1199

November
13, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Daniel Crawford

    Re:
    Eterna
    Therapeutics Inc.

    Registration
    Statement on Form S-1

    Filed
    November 5, 2024

    File
    No. 333-283003

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Eterna Therapeutics Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above (the “Registration Statement”)
be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on November 15, 2024, or as soon thereafter as possible.

Please
notify Edwin Astudillo of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at 858.720.8953 as soon as possible as
to the time the Registration Statement has been declared effective pursuant to this acceleration request and/or contact him with any
questions.

    Regards,

    ETERNA
    THERAPEUTICS INC.

    By:
    /s/
    Sandra Gurrola

    Name:
    Sandra
    Gurrola

    Title:
    Senior
    Vice President, Finance

November 13, 2024
Sanjeev Luther
President and Chief Executive Officer
Eterna Therapeutics, Inc.
1035 Cambridge Street, Suite 18A
Cambridge, MA 02141
Re:Eterna Therapeutics, Inc.
Registration Statement on Form S-1
Filed November 5, 2024
File No. 333-283003
Dear Sanjeev Luther:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Edwin Astudillo, Esq.

CORRESP
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    ETERNA THERAPEUTICS INC.

    1035 Cambridge Street, Suite 18A

    Cambridge, MA 02141

    January 18, 2024

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Lauren S. Hamill

              Re:

              Eterna Therapeutics Inc.

                Registration Statement on Form S-3

                Filed January 12, 2024

                File No. 333-276493 (the “Registration Statement”)

                Acceleration Request

    Ladies and Gentlemen:

    In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Eterna Therapeutics Inc. (the “Registrant”) hereby
      respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Monday, January 22, 2024, at 4:01 p.m., Eastern Time, or as soon as thereafter practicable.

    The cooperation of the staff in meeting the timetable described above is very much appreciated.

    Please contact Jeffrey P. Schultz of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (212) 692-6732 with any questions
      regarding this request.

            Very truly yours,

            ETERNA THERAPEUTICS INC.

            /s/ Sandra Gurrola

            Sandra Gurrola

            Senior Vice President of Finance

              cc:

              Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

                Jeffrey P. Schultz, Esq.

                Cheryl Reicin, Esq.

United States securities and exchange commission logo
January 17, 2024
Sanjeev Luther
Chief Executive Officer
Eterna Therapeutics Inc.
1035 Cambridge Street, Suite 18A
Cambridge, MA 02141
Re:Eterna Therapeutics Inc.
Registration Statement on Form S-3
Filed January 12, 2024
File No. 333-276493
Dear Sanjeev Luther:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey Schultz

CORRESP
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    Eterna Therapeutics Inc.

      1035 Cambridge Street, Suite 18A

      Cambridge, MA 02141

    August 18, 2023

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

    Attention: Tim Buchmiller

          RE:

            Eterna Therapeutics Inc. (the “Company”)

             Registration Statement on Form S-3 (the “Registration Statement”)

             Filed August 14, 2023

             File No. 333-273977

    Dear Mr. Buchmiller:

    The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of
      effectiveness of the Registration Statement so that such Registration Statement will become effective as of 5:00 p.m. on August 22, 2023, or as soon thereafter as practicable.

    [Signature page follows]

          Very truly yours,

            Eterna Therapeutics Inc.

            By:

              /s/ Matthew Angel

            Name: Matthew Angel

            Title: Chief Executive Officer and President

United States securities and exchange commission logo
August 17, 2023
Matthew Angel, Ph.D.
Chief Executive Officer and President
Eterna Therapeutics Inc.
1035 Cambridge Street, Suite 18A
Cambridge, MA 02141
Re:Eterna Therapeutics Inc.
Registration Statement on Form S-3
Filed August 14, 2023
File No. 333-273977
Dear Matthew Angel:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Win Rutherfurd, Esq.

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  Eterna Therapeutics Inc.

      1035 Cambridge Street, Suite 18A

      Cambridge, MA 02141

    April 20, 2023

    VIA EDGAR

      United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

    Attention: Lauren Hamill

              RE:

              Eterna Therapeutics Inc. (the “Company”)

                Registration Statement on Form S-1 (the “Registration Statement”)

                Filed April 17, 2023

                File No. 333-271279

    Dear Ms. Hamill:

    The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of
      effectiveness of the Registration Statement so that such Registration Statement will become effective as of 5:00 p.m. on April 24, 2023, or as soon thereafter as practicable.

    [Signature page follows]

            Very truly yours,

              Eterna Therapeutics Inc.

              By:

              /s/ Matthew Angel

              Name: Matthew Angel

              Title: Chief Executive Officer and President

United States securities and exchange commission logo
April 20, 2023
Matthew Angel
Chief Executive Officer and President
Eterna Therapeutics Inc.
1035 Cambridge Street, Suite 18A
Cambridge, MA 02141
Re:Eterna Therapeutics Inc.
Registration Statement on Form S-1
Filed April 17, 2023
File No. 333-271279
Dear Matthew Angel:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:        Win Rutherfurd

CORRESP
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      Brooklyn ImmunoTherapeutics, Inc.

        10355 Science Center Drive, Suite 150

        San Diego, CA 92121

      May 9, 2022

      VIA EDGAR

        United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, NE

      Washington, D.C. 20549

      Attention: Michael Davis

            RE:

              Brooklyn ImmunoTherapeutics, Inc. (the “Company”)

                Registration Statement on Form S-3 (the “Registration Statement”)

                Filed April 29, 2022

                File No. 333-264585

      Dear Mr. Davis:

      The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
        of the Registration Statement so that such Registration Statement will become effective as of 5:00 p.m. on May 11, 2022, or as soon thereafter as practicable.

      [Signature page follows]

              Very truly yours,

              Brooklyn ImmunoTherapeutics, Inc.

              By:

              /s/ Howard J. Federoff

              Name:

              Howard J. Federoff

              Title:

              Chief Executive Officer and President

United States securities and exchange commission logo
May 6, 2022
Howard Federoff
Chief Executive Officer and President
Brooklyn ImmunoTherapeutics, Inc.
10355 Science Center Drive, Suite 150
San Diego, CA 92121
Re:Brooklyn ImmunoTherapeutics, Inc.
Registration Statement on Form S-3
Filed April 29, 2022
File No. 333-264585
Dear Mr. Federoff:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Davis at 202-551-4385 or Celeste Murphy at 202-551-3257 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Drew M. Altman

CORRESP
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    November 23, 2021

    Via EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

            Re:

            Brooklyn ImmunoTherapeutics, Inc.

            Registration Statement on Form S-1 (File No. 333-261185)

            Request for Acceleration

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Brooklyn ImmunoTherapeutics, Inc. (the “Registrant”) hereby requests acceleration of the effective date of the
      above-referenced Registration Statement on Form S-1 (File No. 333-261185), so that it may become effective at 9:00 a.m., Eastern standard time, on November 26, 2021, or as soon thereafter as practicable.

    Please do not hesitate to contact our legal counsel, Bella Zaslavsky, at (617) 951-9054 if you have any questions or would like additional information regarding this matter.

            Sincerely,

            Brooklyn ImmunoTherapeutics, Inc.

            By:

            /s/ Howard J. Federoff

            Howard J. Federoff

            Chief Executive Officer and President

            cc:

            Mark L. Johnson, K&L Gates LLP

            Bella Zaslavsky, K&L Gates LLP

United States securities and exchange commission logo
November 22, 2021
Sandra Gurrola
Vice President of Finance
Brooklyn ImmunoTherapeutics, Inc.
140 58th Street, Suite 2100
Brooklyn, New York 11220
Re:Brooklyn ImmunoTherapeutics, Inc.
Registration Statement on Form S-1
Filed November 18, 2021
File No. 333-261185
Dear Ms. Gurrola:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Ansart at (202) 551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark L. Johnson

United States securities and exchange commission logo
June 2, 2021
Howard J. Federoff
Chief Executive Officer
Brooklyn ImmunoTherapeutics, Inc.
140 58th Street, Suite 2100
Brooklyn, NY 11220
Re:Brooklyn ImmunoTherapeutics, Inc.
Registration Statement on Form S-1
Filed May 27, 2021
File No. 333-256570
Dear Mr. Federoff:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark L. Johnson, Esq.

CORRESP
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    June 2, 2021

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

              Re:

              Brooklyn ImmunoTherapeutics, Inc.

    Registration Statement on Form S-1

    Filed May 27, 2021

    File No. 333-256570

    Request for Acceleration

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Brooklyn ImmunoTherapeutics, Inc. (the “Registrant”) hereby requests acceleration of
      the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-256570), so that it may become effective at 12:00 p.m. Eastern time on June 4, 2021, or as soon thereafter as practicable.

    Please do not hesitate to contact our legal counsel, Bella Zaslavsky, at (617) 951-9054, if you have any questions or would like additional information regarding this matter.

              Sincerely,

              Brooklyn ImmunoTherapeutics, Inc.

              By:

              /s/ Howard J. Federoff

              Howard J. Federoff

              Chief Executive Officer and President

            cc:

            Mark L. Johnson, K&L Gates LLP

            Bella Zaslavsky, K&L Gates LLP

CORRESP
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      May 6, 2021

    Via EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

      Attention: Deanna Virginio

                Re:

                Brooklyn ImmunoTherapeutics, Inc.

                  Registration Statement on Form S-1

                  Filed April 30, 2021

                  File No. 333-255694

                  Request for Acceleration

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Brooklyn ImmunoTherapeutics, Inc. (the “Registrant”) hereby requests acceleration of
      the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-255694), so that it may become effective at 5:00 p.m. Eastern time on May 10, 2021, or as soon thereafter as practicable.

    Please do not hesitate to contact our legal counsel, Mark L. Johnson, at (617) 261-3260, if you have any questions or would like additional information regarding this matter.

    *   *   *

            Sincerely,

            Brooklyn ImmunoTherapeutics, Inc.

            By:

            /s/ Howard J. Federoff

            Howard J. Federoff

            Chief Executive Officer and President

            cc:

            Rema Awad, K&L Gates LLP

            Mark L. Johnson, K&L Gates LLP

United States securities and exchange commission logo
May 6, 2021
Howard J. Federoff
Chief Executive Officer and President
Brooklyn ImmunoTherapeutics, Inc.
140 58th Street, Suite 2100
Brooklyn, NY 11220
Re:Brooklyn ImmunoTherapeutics, Inc.
Registration Statement on Form S-1
Filed April 30, 2021
File No. 333-255694
Dear Mr. Federoff:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Deanna Virginio at 202-551-4530 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark L. Johnson, Esq.

CORRESP
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February
2, 2021

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

Attn:
Alan Campbell

100
F Street, NE

Washington,
DC 20549-4561

    Re:

    NTN
    Buzztime, Inc.

    Registration
    Statement on Form S-4 (File No. 333-249249)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, NTN Buzztime, Inc. (the “Company”) hereby requests that the
Securities and Exchange Commission accelerate the effectiveness of the above-referenced registration statement to 4:00 p.m., Eastern
Standard Time, on February 3, 2021, or as soon thereafter as practicable.

    NTN
                                         Buzztime, Inc.

    /s/
    Sandra M. Gurrola

    Sandra
    M. Gurrola

    Sr.
    Vice President of Finance

CORRESP
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January
19, 2021

Via
EDGAR

Division
of Corporation Finance

Office
of Life Sciences

Attn:
Alan Campbell

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:
    NTN Buzztime, Inc.

    Amendment No. 3
    to Registration Statement on Form S-4

    Filed January 19,
    2021

    File No. 333-249249

Mr.
Campbell:

On
behalf of NTN Buzztime, Inc. (the “Company”), this letter is being submitted in response to the letter dated January
7, 2021 (the “Comment Letter”) received from the staff (the “Staff”) of the Division of Corporation Finance
(the “Division) of the Securities and Exchange Commission (the “Commission”) relating to the above-referenced
registration statement (the “Registration Statement”). For convenience, the text of each comment in the Comment Letter
is set out in bold text followed by a response.

On
or about the date hereof, the Company filed an amendment to the Registration Statement (“Amendment No. 3”), which
incorporates the changes made in response to the Staff’s comments as indicated below:

IRX-2
Technology, page 171

    1.
    Please
    also revise your disclosure to clearly explain the difference between the clinical trials described in the first bullet point
    and in the third bullet point. If the data discussed in the third bullet point comes from your ongoing INSPIRE Phase 2b clinical
    trial, please revise to present a detailed summary of this data in this prospectus. In your revisions, please include how
    “significant increases” in T-cell infiltration and “significant immune responses” in three quarters
    of patients were quantified and measured.

    Response:
    Additional disclosure has been added on page 171 of Amendment No. 3 in response to the Staff’s comment.

The
INSPIRE Study, page 173

    2.
    We
    note your response to prior comment 5 and re-issue. Your current disclosure states that pronounced lymphocytic infiltration
    was “seen in some tumors.” Please revise your disclosure to state how many patients experienced pronounced lymphocytic
    infiltration following the dosing of IRX-2. Alternatively, please tell us where this closure appears.

    Response:
    Additional disclosure has been added on page 173 of Amendment No. 3 in response to the Staff’s comment.

License
and Royalty Agreements, page 176

    3.
    We
    note your response to prior comment 9 and your updated disclosure and re-issue in part. Please update your description of
    the USF License Agreement and the other license and royalty agreements to discuss the expiration date and termination provisions
    in each agreement.

    Response:
    Additional disclosure has been added on page 176 of Amendment No. 3 in response to the Staff’s comment.

    4.
    Please
    update your discussion of the Novellus option agreements to disclose:

    ●
    Whether
    Brooklyn will have any development obligations with respect to the licensed technology if it exercises the license option;

    ●
    The
    royalty rate, or a range no greater than 10 percentage points per tier, if Brooklyn exercises the license option;

    ●
    The
    aggregate amount of milestones payable if Brooklyn exercises the license option; and

    ●
    (i)
    the expiration date of the license and (ii) a discussion of the license termination provisions, in each case, if Brooklyn
    exercises the license option.

Response:
Additional disclosure has been added on page 176 of Amendment No. 3 in response to the Staff’s comment.

Brooklyn
notes that it currently only has entered into the two option agreements and no decision has yet been made by Brooklyn as to whether
it will exercise the option to license the technology that is contemplated by the option agreements. Further, the license
agreement that will be entered into if the options are exercised has yet to been drafted. Thus, Brooklyn believes that much of
the information requested in the Staff’s comment will only become material if the options are exercised, of which there
can be no assurance. Further, Brooklyn understands that if the option agreements are exercised and Brooklyn enters into an agreement to license the Novellus technology, further disclosure will be required in Brooklyn’s
SEC filings to describe the licensed technology and the terms of the license agreement, and to report on Brooklyn’s ability
to fund the various payments required under the license agreement and to fund the development of the licensed technology.

Management
Prior to and Following the Merger and Asset Sale

Executive Officers and Directors of the Combined Company Following the Merger, page 221

    5.
    We
    note your disclosure that Dr. Stergiopoulos is currently and will continue to be the President and Chief Executive Officer
    of A2A Pharmaceuticals. Please revise your disclosure to clarify how much time, including the number of hours per week, that
    Dr. Stergiopoulos will devote to his duties with Brooklyn. To the extent that Dr. Stergiopoulos is expected to devote less
    than 100% of his time to Brooklyn, please disclose this fact in the Summary. Please also revise the disclosure on page 232
    to describe the consulting services that Dr. Stergiopoulos will provide and file the agreement as an exhibit to the registration
    statement.

    Response:
    Subsequent to the filing of Amendment No. 2 to the Registration Statement, Brooklyn and Dr. Stergiopoulos mutually agreed
    to terminate the consulting agreement and Dr. Stergiopoulos resigned as Brooklyn’s interim CEO. Dr. Stergiopoulos’
    resignation was not because of any disagreement with Brooklyn on any matter relating to Brooklyn’s operations, policies
    or practices. Disclosure has been added on pages 221 and 232 of Amendment No. 3 to update the disclosure for these changed
    circumstances.

*            *            *

If
you have any further comments or questions relating to the foregoing, please do not hesitate to contact the undersigned at (760)
438-7400 or sandra.gurrola@buzztime.com, or Edwin Astudillo of Breakwater Law Group, LLP at (858) 727-6661 or edwin@breakwaterlawgroup.com.

    Sincerely,

    /s/
    Sandra M. Gurrola

    Sandra
    M. Gurrola

    Sr.
    Vice President of Finance

    NTN
    Buzztime, Inc.

United States securities and exchange commission logo
January 7, 2021
Allen Wolff
Chief Executive Officer
NTN Buzztime, Inc.
6965 El Camino Real, Suite 105-Box 517
Carlsbad, CA 92009
Re:NTN Buzztime, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed December 22, 2020
File No. 333-249249
Dear Mr. Wolff:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 appropriate, 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.  Unless we note
otherwise, our references to prior comments are to comments in our December 9, 2020 letter.
Amendment No. 2 to Registration Statement on Form S-4
IRX-2 Technology, page 171
1.Please also revise your disclosure to clearly explain the difference between the clinical
trials described in the first bullet point and in the third bullet point. If the data discussed in
the third bullet point comes from your ongoing INSPIRE Phase 2b clinical trial, please
revise to present a detailed summary of this data in the prospectus. In your revisions,
please include how "significant increases" in T-cell infiltration and "significant immune
responses" in three quarters of patients were quantified and measured.
The INSPIRE Study, page 173
2.We note your response to prior comment 5 and re-issue. Your current disclosure states

 FirstName LastNameAllen Wolff
 Comapany NameNTN Buzztime, Inc.
 January 7, 2021 Page 2
 FirstName LastName
Allen Wolff
NTN Buzztime, Inc.
January 7, 2021
Page 2
that pronounced lymphocytic infiltration was "seen in some tumors." Please revise your
disclosure to state how many patients experienced pronounced lymphocytic infiltration
following the dosing of IRX-2. Alternatively, please tell us where this disclosure appears.
License and Royalty Agreements, page 176
3.We note your response to prior comment 9 and your updated disclosure and re-issue in
part. Please update your description of the USF License Agreement and the other license
and royalty agreements to discuss the expiration date and termination provisions in each
agreement.
4.Please update your discussion of the Novellus option agreements to disclose:

•Whether Brooklyn will have any development obligations with respect to the licensed
technology if it exercises the license option;
•The royalty rate, or a range no greater than 10 percentage points per tier, if Brooklyn
exercises the license option;
•The aggregate amount of milestones payable if Brooklyn exercises the license option;
and
•(i) the expiration date of the license and (ii) a discussion of the license termination
provisions, in each case, if Brooklyn exercises the license option.
Management Prior to and Following the Merger and Asset Sale
Executive Officers and Directors of the Combined Company Following the Merger, page 221
5.We note your disclosure that Dr. Stergiopoulos is currently and will continue to be the
President and Chief Executive Officer of A2A Pharmaceuticals. Please revise your
disclosure to clarify how much time, including the number of hours per week, that Dr.
Stergiopoulos will devote to his duties with Brooklyn. To the extent that Dr. Stergiopoulos
is expected to devote less than 100% of his time to Brooklyn, please disclose this fact in
the Summary. Please also revise the disclosure on page 232 to describe the consulting
services that Dr. Stergiopoulos will provide and file the agreement as an exhibit to the
registration statement.
            You may contact Li Xiao at 202-551-4391 or Kate Tillan at 202-551-3604 if you have
questions regarding comments on the financial statements and related matters. Please contact
Alan Campbell at 202-551-4224 or Joe McCann at 202-551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Edwin Astudillo

CORRESP
1
filename1.htm

December
21, 2020

Via
EDGAR

Division
of Corporation Finance

Office
of Life Sciences

Attn:
Alan Campbell

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:
    NTN
    Buzztime, Inc.

    Amendment
    No. 2 to Registration Statement on Form S-4

    Filed
    December 21, 2020

    File
    No. 333-249249

Mr.
Campbell:

On
behalf of NTN Buzztime, Inc. (the “Company”), this letter is being submitted in response to the letter dated December
9, 2020 (the “Comment Letter”) received from the staff (the “Staff”) of the Division of Corporation Finance
(the “Division”) of the Securities and Exchange Commission (the “Commission”) relating to the above-referenced
registration statement (the “Registration Statement”). For convenience, the text of each comment in the Comment Letter
is set out in bold text followed by a response.

On
our about the date hereof, the Company filed an amendment to the Registration Statement (“Amendment No. 2”) which
incorporates the changes made in response to the Staff’s changes as indicated below.

Prospectus
Summary, Page 7

    1.
    We
    note your response to prior comment 3 and your updated disclosure in the Risk Factors and Brooklyn Business sections. Please
    also update your Prospectus Summary section, where appropriate, to explain that there is no guarantee that the FDA will review
    IRX-2 or Brooklyn’s other product candidates on an expedited timeline and that fast track and orphan drug designations
    are not a guarantee of eventual FDA approval.

    Response:
    The requested change has been made in response to the Staff’s comment. See page 7 of Amendment No. 2.

NYSE
American Listing, page 15

    2.
    Please
    revise here and on the cover page to indicate when you will file the initial listing application and whether the NYSE American’s
    determination will be known at the time that shareholders are asked to vote on the Merger Agreement.

    Response:
    The requested change has been made in response to the Staff’s comment. See the cover page and page 15 of Amendment
    No. 2.

Opinion
of NTN Financial Advisor

Comparable
Public Company Analysis, page 112

    3.
    We
    note your response to prior comment 13; however, it appears you have revised the Comparable M&A Transactions Analysis
    and not revised the Comparable Public Company Analysis. Accordingly, please revise your Comparable Public Company Analysis
    disclosure to explain why Newbridge selected a characteristic (i.e., “past Phase II of U.S. FDA trials”) that
    does not appear to apply to Brooklyn or possibly to the four comparable public companies listed in the table at the top of
    page 113.

    Response:
    The applicable disclosure has been revised in response to the Staff’s comment. See page 112 of Amendment No. 2.

IRX-2
Technology, page 172

    4.
    We
    note your response to prior comment 20. Please revise your disclosure on page 172 to identify the data or study which suggests
    IRX-2 reduces the immune suppression that is often seen in the cancer tumor microenvironment. To the extent that your statement
    is based on the INSPIRE Study, please further revise to clarify, if true, that this study did not involve a statistically
    significant sample size and identify, as applicable, any other material limitations or factors that make the matter speculative
    or add uncertainty.

    Response:
    As requested, additional disclosure has been added to the draft of Amendment No. 2 (on page 171) to identify the
    data or study that suggests that IRX-2 reduces the immune suppression that is often seen in the cancer tumor mircroenvironment
    and to indicate that the sample size in the studies were not statistically significant. That said, Brooklyn continues to believe
    that the data obtained to date suggests what is stated in this section.

Historical
Background of the Inspire Study, page 174

    5.
    We
    note your statement that pronounced lymphocytic infiltration was seen in some tumors in the Phase 2a clinical trial of IRX-2,
    which would be linked to enhanced immune response. Please revise your disclosure to state how many patients had lymphocytic
    infiltration and to explain briefly how lymphocytic infiltration is linked to an enhanced immune response.

    Response:
    Brooklyn believes that the disclosure already includes the information requested by the
    Staff’s comment.

    2

    6.
    We
    note your statement that some tumors showed decrease in overall size in the Phase 2a clinical trial of IRX-2 while some tumors
    increased in size. Please revise your disclosure to indicate how many patients experienced tumor shrinkage and how many patients
    increased tumor growth. We further note your statement that the tumor measurement findings “support the safety of the
    neoadjuvant regimen.” Safety is a determination that is solely within the purview of the FDA or similar foreign regulators.
    Please revise this statement to remove the claim that your product candidate may be found to be safe.

    Response:
    Brooklyn believes that the disclosure already includes the information requested by the
    Staff’s comment.

Brief
Descriptions of Investigator Sponsored Studies, page 176

    7.
    We
    note your response to prior comment 22 and updated disclosure. Please revise your disclosure to include the primary and secondary
    endpoints of each trial, rather than referring readers to the clinicaltrials.gov website.

    Response:
    In response to the Staff’s comments, we have added information to the disclosure (on pages 174 and 175)
    to identify the primary and secondary endpoints of each investigator sponsored trial.

    8.
    We
    note your response to prior comment 23 and your revised disclosure indicating that Phase 1 trials test both safety and efficacy.
    Clarify, if true, that the purpose of Phase 1 trials is to evaluate the treatment’s safety, determine a safe dosage
    range, and identify side effects and that it is not designed or powered to assess efficacy.

    Response:
    Language has been added on page 174 in response to the Staff’s comment.

License
and Royalty Agreements, page 177

    9.
    We
    note your response to prior comment 17 and your updated disclosure in the Brooklyn Business section describing Brooklyn’s
    license and royalty agreements. Please revise your description of each agreement, as applicable, to disclose:

    ●
    To
    the extent that Brooklyn has any continuing obligations (including milestone payments) pursuant to each agreement beyond the
    royalty payments, please describe these obligations;

    ●
    The
    duration and termination provisions for each agreement;

    ●
    The
    royalty term and any royalty term expiration provisions;

    3

With
reference to the disclosure on page F-74, please revise your description of the USF License Agreement to indicate whether any
payments are owed in addition to the $150,000 paid on August 13, 2020.

Response:
The requested changes have been made on pages 177 and page F-74 of Amendment No. 2.

Brooklyn
Management’s Discussion and Analysis of Financial Conditions and Results of Operations

Royalties
on Product Sales, page 194

    10.
    We
    note your response to prior comment 26. Please update the “Royalties on Product Sales” subsection to include a
    cross-reference to the location in the Brooklyn Business section where these agreements are described.

Response:
The requested cross-reference has been added on page 193 of Amendment No. 2 in response to the Staff’s comment.

Brooklyn
ImmunoTherapeutics LLC Financial Statements

Note
4. Business Combination, page F-56

    11.
    We
    note your response to prior comment 30. Please revise this filing to add a qualitative description of the factors that make
    up the goodwill recognized in this business combination in accordance with ASC 805-30-50-1(a)

Response:
Information as to the factors that make up the goodwill recognized in the business combination has been added to the text
of Note 4 on page F-56 of Amendment No. 2.

Note
11. Commitments and Contingencies

Royalty
Agreements, page F-59

    12.
    Please
    reconcile the disclosure of the royalty rate owed to certain noteholders and shareholders of IRX in this note and on page
    F-75 (7%) with that provided on page F-73 (13%). Also, we do not see where you have disclosed in this note and on page F-75,
    the May 1, 2012 royalty agreement with a 1% royalty rate that you disclose on page 177.

Response:
Changes to the disclosure have been made on pages F-59, F-73, and F-75 to reconcile the information in those
sections with the information on page 177.

    4

If
you have any further comments or questions relating to the foregoing, please do not hesitate to contact the undersigned at (760)
438-7400 or sandra.gurrola@buzztime.com, or Edwin Astudillo of Breakwater Law Group, LLP at (858) 227-6661 or edwin@breakwaterlawgroup.com.

    Sincerely,

    /s/
    Sandra M. Gurrola

    Sandra
    M. Gurrola

    Sr.
    Vice President of Finance

    NTN
    Buzztime, Inc.

    5

United States securities and exchange commission logo
December 9, 2020
Allen Wolff
Chief Executive Officer
NTN Buzztime, Inc.
6965 El Camino Real, Suite 105-Box 517
Carlsbad, CA 92009
Re:NTN Buzztime, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed November 25, 2020
File No. 333-249249
Dear Mr. Wolff:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            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 appropriate, 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-4
Prospectus Summary, page 7
1.We note your response to prior comment 3 and your updated disclosure in the Risk
Factors and Brooklyn Business sections. Please also update your Prospectus Summary
section, where appropriate, to explain that there is no guarantee that the FDA will review
IRX-2 or Brooklyn’s other product candidates on an expedited timeline and that fast track
and orphan drug designations are not a guarantee of eventual FDA approval.
NYSE American Listing, page 15
2.Please revise here and on the cover page to indicate when you will file the initial listing
application and whether NYSE American's determination will be known at the time that
shareholders are asked to vote on the merger agreement.

 FirstName LastNameAllen Wolff
 Comapany NameNTN Buzztime, Inc.
 December 9, 2020 Page 2
 FirstName LastNameAllen Wolff
NTN Buzztime, Inc.
December 9, 2020
Page 2
Opinion of NTN Financial Advisor
Comparable Public Company Analysis, page 112
3.We note your response to prior comment 13; however, it appears that you have revised
the Comparable M&A Transactions Analysis and not revised the Comparable Public
Company Analysis.  Accordingly, please revise your Comparable Public Company
Analysis disclosure to explain why Newbridge selected a characteristic (i.e., "past Phase II
of U.S. FDA trials") that does not appear to apply to Brooklyn or possibly to the four
comparable public companies listed in the table at the top of page 113.
IRX-2 Technology, page 172
4.We note your response to prior comment 20.  Please revise your disclosure on page 172 to
identify the data or study which suggests IRX-2 reduces the immune suppression that is
often seen in the cancer tumor microenvironment.  To the extent that your statement is
based on the INSPIRE Study, please further revise to clarify, if true, that this study did not
involve a statistically significant sample size and identify, as applicable, any other
material limitations or factors that make the matter speculative or add uncertainty.
Historical Background of the Inspire Study, page 174
5.We note your statement that pronounced lymphocytic infiltration was seen in some tumors
in the Phase 2a clinical trial of IRX-2, which could be linked to enhanced immune
response. Please revise your disclosure to state how many patients had lymphocytic
infiltration and to explain briefly how lymphocytic infiltration is linked to an enhanced
immune response.
6.We note your statement that some tumors showed decrease in overall size in the Phase 2a
clinical trial of IRX-2 while some tumors increased in size. Please revise your disclosure
to indicate how many patients experienced tumor shrinkage and how many patients
experienced tumor growth.  We further note your statement that the tumor
measurement findings in the trial "support the safety of the neoadjuvant regimen." Safety
is a determination that is solely within the purview of the FDA or similar foreign
regulators. Please revise this statement to remove the claim that your product candidate
may be found to be safe.
Brief Descriptions of Investigator Sponsored Studies, page 176
7.We note your response to prior comment 22 and updated disclosure. Please revise your
disclosure to include the primary and secondary endpoints of each trial, rather than
referring readers to the clinicaltrials.gov website.
8.We note your response to prior comment 23 and your revised disclosure indicating that
Phase 1 trials test both safety and efficacy.  Clarify, if true, that the purpose of Phase 1
trials it to evaluate the treatment’s safety, determine a safe dosage range, and identify side
effects and that it is not designed or powered to assess efficacy.

 FirstName LastNameAllen Wolff
 Comapany NameNTN Buzztime, Inc.
 December 9, 2020 Page 3
 FirstName LastNameAllen Wolff
NTN Buzztime, Inc.
December 9, 2020
Page 3
License and Royalty Agreements, page 177
9.We note your response to prior comment 17 and your updated disclosure in the Brooklyn
Business section describing Brooklyn's license and royalty agreements. Please revise your
description of each agreement, as applicable, to disclose:

•To the extent Brooklyn has any continuing obligations (including milestone
payments) pursuant to each agreement beyond the royalty payments, please describe
these obligations;
•The duration and termination provisions for each agreement;
•The royalty term and any royalty term expiration provisions;

With reference to the disclosure on please F-74, please revise your description of the USF
License Agreement to indicate whether any payments are owed in addition to the
$150,000 paid on August 13, 2020.
Brooklyn Management’s Discussion and Analysis of Financial Conditions and Results of
Operations
Royalties on Product Sales, page 194
10.We note your response to prior comment 26. Please update the "Royalties on Product
Sales" subsection to include a cross-reference to the location in the Brooklyn Business
section where these agreements are described.
Brooklyn ImmunoTherapeutics LLC Financial Statements
Note 4. Business Combination, page F-56
11.We note your response to prior comment 30.  Please revise the filing to add a qualitative
description of the factors that make up the goodwill recognized in this business
combination in accordance with ASC 805-30-50-1(a).
Note 11. Commitments and Contingencies
Royalty Agreements, page F-59
12.Please reconcile the disclosure of the royalty rate owed to certain noteholders and
shareholders of IRX in this note and on page F-75 (7%) with that provided on page F-73
(13%).  Also, we do not see where you have disclosed in this note and on page F-75, the
May 1, 2012 royalty agreement with a 1% royalty rate that you disclose on page 177.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameAllen Wolff
 Comapany NameNTN Buzztime, Inc.
 December 9, 2020 Page 4
 FirstName LastName
Allen Wolff
NTN Buzztime, Inc.
December 9, 2020
Page 4
            You may contact Li Xiao at 202-551-4391 or Kate Tillan at 202-551-3604 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Alan Campbell at 202-551-4224 or Joe McCann at 202-551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Edwin Astudillo

CORRESP
1
filename1.htm

November
24, 2020

Via
EDGAR

    Division
                                         of Corporation Finance

        Office
        of Life Sciences

        Attn:
        Alan Campbell

        U.S.
        Securities and Exchange Commission 100 F Street, NE

        Washington,
        DC 20549

    Re:
    NTN
    Buzztime, Inc.

    Registration
    Statement on Form S-4

    Filed
    October 2, 2020

    File
    No. 333-249249

Mr.
Campbell:

On
behalf of NTN Buzztime, Inc. (the “Company”), this letter is being submitted in response to the letter dated October
30, 2020 (the “Comment Letter”) received from the staff (the “Staff”) of the Division of Corporation Finance
(the “Division”) of the Securities and Exchange Commission (the “Commission”) relating to the above-referenced
registration statement (the “Registration Statement”). For convenience, the text of each comment in the Comment Letter
is set out in bold text followed by a response.

On
or about the date hereof, the Company filed an amendment to the Registration Statement (“Amendment No. 1”) which incorporates
the changes made in response to the Staff’s comments as indicated below.

Questions
and Answers, page 1

    1.
    Please
    revise the Question and Answer section to highlight the disclosure on page 141 that, contingent and effective upon the closing
    of the Asset Sale, Mr. Wolff will become the chief executive officer of eGames.com and his employment as NTN’s chief
    executive officer will terminate.

    Response:
    The requested change has been made in response to the Staff’s comment. See page 1 of Amendment No. 1.

    2.
    Please
    revise the Questions and Answers section to discuss and clarify, as applicable, how the Board’s “expedient”
    and “best interests” determination concerning the Asset Sale differs from the “fair to, and advisable”
    determination that the Board made concerning the Merger Agreement. Also, revise to highlight the disclosure on page 106 that
    NTN did not request or receive a fairness opinion from a financial advisor regarding the consideration to be received by NTN
    in the Asset Sale due to NTN’s limited resources.

Response:
The requested change has been made in response to the Staff’s comment. See page 4 of Amendment No. 1.

    2| Page

The
Companies Involved in the Merger, page 7

    3.
    We
    note your disclosure highlighting that Brooklyn’s product candidate IRX-2 has received fast track and orphan drug designations.
    Please revise the Summary, where appropriate, to explain that there is no guarantee that the FDA will review IRX-2 or Brooklyn’s
    other product candidates on an expedited timeline and that such designations are not a guarantee of eventual FDA approval.

Response:
The requested language is included in Amendment No. 1 in the places where it is appropriate, including on pages 39, 171, and 187
of Amendment No. 1

Overview
of the Merger Agreement

Merger
Consideration, page 10

    4.
    We
    note that the merger consideration is impacted by the status of several financial metrics at the time of closing. Accordingly,
    please revise and continue to update the prospectus to disclose the current and/or anticipated status of these metrics.

Response:
The requested change has been made in response to the Staff’s comment. See page 11 of Amendment No. 1. Any future prospectus
will disclose any change in the anticipated status of these metrics.

Support
Agreements, page 12

    5.
    Please
    disclose the percentage of outstanding shares of NTN’s common stock that are covered by the support agreements among
    NTN, Brooklyn and NTN’s officers and directors. Please also disclose the percentage of Class A membership interests
    in Brooklyn that are covered by the support agreements among NTN, Brooklyn and certain beneficial holders of Brooklyn’s
    Class A membership interests.

Response:
The requested change has been made in response to the Staff’s comment. See page 12 of Amendment No. 1.

Overview
of the Asset Purchase Agreement

Consideration,
page 13

    6.
    We
    note your disclosure that eGames.com will assume the liabilities of NTN specified in the asset purchase agreement. Please
    update your disclosure here to discuss the liabilities that will remain with NTN and whether those liabilities will become
    the liabilities of the NTN-Brooklyn combined company following the Merger. In particular, please discuss and quantify the
    Avidbank loan and the PPP loan and whether those loans will become the liabilities of the combined company.

Response:
The requested change has been made in response to the Staff’s comment. See page 13 of Amendment No. 1.

NYSE
American Listing, page 15

    7.
    Please
    update your disclosure to include a discussion of the potential consequences to investors, including the ability of investors
    to buy and sell shares of common stock, if the NYSE American does not approve the listing application of the combined company,
    but Brooklyn elects to waive this closing condition and proceeds with the merger.

Response:
The requested change has been made in response to the Staff’s comment. See page 15 of Amendment No. 1.

    3| Page

Risk
Factors

If
the conditions to closing the Merger are not satisfied, the Merger may not occur., page 19

    8.
    We
    note your disclosure that one of the conditions to closing the Merger is that, at the closing, Brooklyn have not more than
    $750,000 in indebtedness for borrowed money. Please revise to disclose how much indebtedness for borrowed money Brooklyn had
    as of the most recent practicable date.

Response:
The requested change has been made in response to the Staff’s comment. See page 19 of Amendment No. 1.

Risks
Relating to the Market for NTN Common Stock

Our
common stock could be delisted or suspended from trading on the NYSE American if we do not regain compliance..., page 64

    9.
    Please
    revise here and on page 125 to clarify whether NYSE American is requiring the submission of an initial listing application
    and, as applicable, whether there are risks concerning the ability of the combined company to satisfy the applicable listing
    standards.

Response:
The requested change has been made in response to the Staff’s comment. See pages 64 and 124 of Amendment No. 1.

Background
of the Asset Sale and the Merger

Historical
Background for NTN, page 76

    10.
    We
    note your disclosure on page 86 indicating that Mr. Wolff introduced representatives of eGames.com to Armanino on May 30,
    2020. Please briefly describe how Mr. Wolff and/or NTN became aware of eGames.com’s interest in NTN’s assets.
    Revise the Background section to identify the person(s) who communicated and negotiated on behalf of eGames.com. Similarly,
    and with reference to the September 17 entry, please identify the persons at NTN who negotiated the Asset Sale with eGames.com.

Response:
The requested change has been made in response to the Staff’s comment. See pages 86 and 98 of Amendment No. 1.

    11.
    With
    reference to the April 20, 2020 entry, please revise the Background section to discuss and explain, as applicable, whether
    the Board reassessed Mr. Wolff’s role as chair of the strategic committee and/or his role in negotiating with eGames.com
    subsequent to eGames.com’s July 17 solicitation to have Mr. Wolff join eGames.com’s management team.

Response:
The Company respectfully directs the Staff to the disclosure in the July 1, 2020 entry in the Background section, the relevant
portion of which is pasted below (emphasis added), in which it is disclosed that Mr. Wolff resigned from the strategic committee
on July 1 in light of the fact that Company H indicated it was interested in employing Mr. Wolff after the closing of the potential
asset sale transaction, and that Mr. Simtob was appointed as chair of the committee. In light of this disclosure, the Company
respectfully submits that no revisions to the Background section are necessary in response to this comment.

    4| Page

“On
July 1, 2020, the strategic committee held a telephonic special meeting with Mr. Gottlieb, Ms. Gurrola, a representative of Breakwater
and representatives of Armanino to discuss, among other matters, the membership of the committee in light of the fact that
Company H indicated it was interested in employing Mr. Wolff after the closing of the potential asset sale transaction. At this
time, Mr. Wolff voluntarily resigned from the committee, effective immediately, and the committee appointed Mr. Simtob as the
chair of the committee.”

Historical
Background for Brooklyn, page 99

    12.
    We
    note your disclosure that Brooklyn has been seeking to become a publicly traded entity through a reverse merger since the
    spring of 2019. Please revise your disclosure to briefly describe why Brooklyn elected to pursue public listing through a
    reverse merger as opposed to an initial public offering or other method.

Response:
The requested change has been made in response to the Staff’s comment. See page 99 of Amendment No. 1.

Opinion
of NTN Financial Advisor

Comparable
Public Company Analysis, page 112

    13.
    We
    note your disclosure that as part of its comparable public company analysis, Newbridge chose companies that had lead drug
    candidates which had progressed past Phase II of U.S. FDA trials. We further note your disclosure that Brooklyn’s lead
    product candidate is currently being evaluated in a Phase 2b clinical trial. Please revise your disclosure to explain why
    Newbridge selected this characteristic despite the fact that it does not appear to apply to Brooklyn.

Response:
The requested change has been made in response to the Staff’s comment. See page 113 of Amendment No. 1.

Brooklyn
Business

Overview,
page 169

    14.
    Please
    revise the Brooklyn Business section to discuss the following:

    ●
    The
    general development of Brooklyn’s business over the past 5 years, including that of its predecessor, IRX Therapeutics.

    ●
    Brooklyn’s
    intellectual property including (i) Brooklyn’s patents and the products and/or technologies to which they relate, (ii)
    whether such patents are owned or licensed, (iii) the type of patent protection, (iv) patent expiration dates and (v) the
    jurisdictions where Brooklyn owns or licenses patents.

    ●
    Legal
    proceedings involving Brooklyn, including, as applicable, the litigation with USF discussed on page F-74.

Response:
The requested changes have been made in response to the Staff’s comment. See pages 174 to 180 of Amendment
No. 1.

    5| Page

    15.
    We
    note your description of the June 10, 2020 letter published in the Journal of Medical Virology. Please revise to clarify what
    person or entity sent the letter and what ICU was used for the evaluation. Please also clarify if there have been any more
    recent developments in this area.

Response:
The referenced letter (the “Letter”) was sent by Wen Luo, Jia-Wen Zhang, Wei Zhang, Yuan-Long Lin, and Qi Wang and
was supported by grants from the State Key Laboratory of Veterinary Biotechnology, Harbin Veterinary Research Institute. The Letter
did not specify what ICU was used for the evaluation, but rather stated that all patients referenced were admitted to an ICU.
To Brooklyn’s information and belief, there have been no more recent developments in the area. Clarifying disclosure on
this topic is included in Amendment No. 1. Please see pages 24 and 169.

    16.
    We
    note your disclosure that in a prior clinical trial of IRX-2, a correlation was shown between immune marker activation and
    disease-free survival in head and neck cancer. Please add disclosure to the Brooklyn Business section to discuss prior clinical
    trials conducted to evaluate IRX-2. In your discussions of each of these prior clinical trials, please include:

    ●
    The
    number of patients enrolled in the trial;

    ●
    The
    endpoints of the trial and whether or not the trial achieved those endpoints;

    ●
    Whether
    or not the data from the trial was found to be statistically significant (including the P-value);

    ●
    Serious
    adverse events and adverse events that occurred during the trial including whether or not the SAE or AE was linked to IRX-2,
    the nature of the SAE or AE and the number of patients in the trial that experienced it; and

    ●
    Whether
    the results of the trial were sufficient to advance IRX-2 to a subsequent clinical trial for the indication being evaluated.

Response:
The requested disclosure is included in Amendment No. 1, beginning on page 174.

    17.
    We
    note your discussion on page F-59 concerning Brooklyn’s licensing agreement with USF. Please describe the material terms
    of this license agreement in the Business section and file the agreement as an exhibit to the registration statement.

Response:
The requested disclosure is included in Amendment No. 1. Please
see page 177. In addition, the license agreement with USF and amendments thereto have been filed as exhibits 10.19(a),
(b), and (c) to Amendment No. 1. Other material agreements regarding Brooklyn have also been filed as exhibits to Amendment
No. 1.

Strategy,
page 171

    18.
    We
    note your disclosure here referencing your plans to “accelerate” your clinical program and to “accelerated
    clinical development timelines.” Please revise this disclosure and similar disclosure throughout the registration statement
    to remove any implication that you will be successful in developing your product candidates in a rapid or accelerated manner
    as such statements are speculative.

Response:
The requested change has been made in response to the Staff’s comment. Please see page 171 of Amendment No. 1.

    6| Page

    19.
    We
    note your statement that you believe that your assets will be deemed to be truly unique and represent potential breakthroughs
    in cancer treatment. Please revise your disclosure to clarify what assets you are referring to beyond your IRX-2 product candidate.
    Please also revise to clarify that there can be no guarantee that a regulatory agency will grant you a breakthrough designation.

Response:
The requested revisions have been made in response to the Staff’s comment on page 171 of Amendment No 1. The language
was revised to clarify that (i) it is referring to IRX-2 and any other products that Brooklyn may acquire or in-license, and (ii)
that there can be no guarantee that a regulatory agency will grant Brooklyn breakthrough designation for any indication.

IRX-2
Technology, page 172

20. We
                                         note your statement that data collected to date suggest that IRX-2 reduces immune suppression.
                                         Please revise your disclosure to present this data, or provide a cross-reference to where
                                         this data is presented in the registration statement.

Response:
This information is in included in Amendment No. 1 in the disclosure regarding prior trial results, referenced in Comment 16 above.

The
INSPIRE Study, page 174

21. We
                                         note your statement that IRX-2 demonstrated an acceptable “safety” profile
                                         and your statement on page 175 that IRX-2 was concluded to be safe. Safety is a determination
                                         that is solely within the authority of the FDA or similar foreign regulators. You may
                                         state that IRX-2 was well-tolerated, if accurate. Please revise these statements and
                                         any other similar statements in your document.

Response:
The requested revisions have been made in response to the Staff’s comment. Specifically, reference

United States securities and exchange commission logo
October 30, 2020
Allen Wolff
Chief Executive Officer
NTN Buzztime, Inc.
6965 El Camino Real, Suite 105-Box 517
Carlsbad, CA 92009
Re:NTN Buzztime, Inc.
Registration Statement on Form S-4
Filed October 2, 2020
File No. 333-249249
Dear Mr. Wolff:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            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 appropriate, 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.
Form S-4 filed October 2, 2020
Questions and Answers, page 1
1.Please revise the Question and Answer section to highlight the disclosure on page 141
that, contingent and effective upon the closing of the Asset Sale, Mr. Wolff will become
the chief executive officer of eGames.com and his employment as NTN’s chief executive
officer will terminate.
2.Please revise the Questions and Answers section to discuss and clarify, as applicable, how
the Board's "expedient" and "best interests" determination concerning the Asset Sale
differs from the "fair to, and advisable" determination that the Board made concerning the
Merger Agreement.  Also, revise to highlight the disclosure on page 106 that NTN did not
request or receive a fairness opinion from a financial advisor regarding the consideration
to be received by NTN in the Asset Sale due to NTN’s limited resources.

 FirstName LastNameAllen Wolff
 Comapany NameNTN Buzztime, Inc.
 October 30, 2020 Page 2
 FirstName LastNameAllen Wolff
NTN Buzztime, Inc.
October 30, 2020
Page 2
The Companies Involved in the Merger, page 7
3.We note your disclosure highlighting that Brooklyn's product candidate IRX-2 has
received fast track and orphan drug designations. Please revise the Summary, where
appropriate, to explain that there is no guarantee that the FDA will review IRX-2 or
Brooklyn's other product candidates on an expedited timeline and that such designations
are not a guarantee of eventual FDA approval.
Overview of the Merger Agreement
Merger Consideration, page 10
4.We note that the merger consideration is impacted by the status of several financial
metrics at the time of closing. Accordingly, please revise and continue to update the
prospectus to disclose the current and/or anticipated status of these metrics.
Support Agreements, page 12
5.Please disclose the percentage of outstanding shares of NTN's common stock that are
covered by the support agreements among NTN, Brooklyn and NTN's officers and
directors. Please also disclose the percentage of Class A membership interests in Brooklyn
that are covered by the support agreements among NTN, Brooklyn and certain beneficial
holders of Brooklyn's Class A membership interests.
Overview of the Asset Purchase Agreement
Consideration, page 13
6.We note your disclosure that eGames.com will assume the liabilities of NTN specified in
the asset purchase agreement. Please update your disclosure here to discuss the liabilities
that will remain with NTN and whether those liabilities will become the liabilities of the
NTN-Brooklyn combined company following the Merger. In particular, please discuss
and quantify the Avidbank loan and the PPP loan and whether those loans will become the
liabilities of the combined company.
NYSE American Listing, page 15
7.Please update your disclosure to include a discussion of the potential consequences to
investors, including the ability of investors to buy and sell shares of common stock, if the
NYSE American does not approve the listing application of the combined company, but
Brooklyn elects to waive this closing condition and proceeds with the merger.
Risk Factors
If the conditions to closing the Merger are not satisfied, the Merger may not occur., page 19
8.We note your disclosure that one of the conditions to closing the Merger is that, at the
closing, Brooklyn have not more than $750,000 in indebtedness for borrowed money.
Please revise to disclose how much indebtedness for borrowed money Brooklyn had as of

 FirstName LastNameAllen Wolff
 Comapany NameNTN Buzztime, Inc.
 October 30, 2020 Page 3
 FirstName LastName
Allen Wolff
NTN Buzztime, Inc.
October 30, 2020
Page 3
the most recent practicable date.
Risks Relating to the Market for NTN Common Stock
Our common stock could be delisted or suspended from trading on the NYSE American if we do
not regain compliance..., page 64
9.Please revise here and on page 125 to clarify whether NYSE American is requiring the
submission of an initial listing application and, as applicable, whether there are risks
concerning the ability of the combined company to satisfy the applicable listing standards.
Background of the Asset Sale and the Merger
Historical Background for NTN, page 76
10.We note your disclosure on page 86 indicating that Mr. Wolff introduced representatives
of eGames.com to Armanino on May 30, 2020. Please briefly describe how Mr. Wolff
and/or NTN became aware of eGames.com's interest in NTN's assets.  Revise the
Background section to identify the person(s) who communicated and negotiated on behalf
of eGames.com.  Similarly, and with reference to the September 17 entry, please identify
the persons at NTN who negotiated the Asset Sale with eGames.com.
11.With reference to the April 20, 2020 entry, please revise the Background section to
discuss and explain, as applicable, whether the Board reassessed Mr. Wolff's role as chair
of the strategic committee and/or his role in negotiating with eGames.com subsequent to
eGames.com's July 17 solicitation to have Mr. Wolff join eGames.com's management
team.
Historical Background for Brooklyn, page 99
12.We note your disclosure that Brooklyn has been seeking to become a publicly traded
entity through a reverse merger since the spring of 2019. Please revise your disclosure to
briefly describe why Brooklyn elected to pursue public listing through a reverse merger as
opposed to an initial public offering or other method.
Opinion of NTN Financial Advisor
Comparable Public Company Analysis, page 112
13.We note your disclosure that as part of its comparable public company analysis,
Newbridge chose companies that had lead drug candidates which had progressed past
Phase II of U.S. FDA trials. We further note your disclosure that Brooklyn's lead product
candidate is currently being evaluated in a Phase 2b clinical trial. Please revise your
disclosure to explain why Newbridge selected this characteristic despite the fact that it
does not appear to apply to Brooklyn.

 FirstName LastNameAllen Wolff
 Comapany NameNTN Buzztime, Inc.
 October 30, 2020 Page 4
 FirstName LastName
Allen Wolff
NTN Buzztime, Inc.
October 30, 2020
Page 4
Brooklyn Business
Overview, page 169
14.Please revise the Brooklyn Business section to discuss the following:
•The general development of Brooklyn's business over the past 5 years, including that
of its predecessor, IRX Therapeutics.
•Brooklyn's intellectual property including (i) Brooklyn's patents and the products
and/or technologies to which they relate, (ii) whether such patents are owned or
licensed, (iii) the type of patent protection, (iv) patent expiration dates and (v) the
jurisdictions where Brooklyn owns or licenses patents.
•Legal proceedings involving Brooklyn, including, as applicable, the litigation with
USF discussed on page F-74.
15.We note your description of the June 10, 2020 letter published in the Journal of Medical
Virology. Please revise to clarify what person or entity sent the letter and what ICU was
used for the evaluation. Please also clarify if there have been any more recent
developments in this area.
16.We note your disclosure that in a prior clinical trial of IRX-2, a correlation was shown
between immune marker activation and disease-free survival in head and neck cancer.
Please add disclosure to the Brooklyn Business section to discuss prior clinical trials
conducted to evaluate IRX-2. In your discussions of each of these prior clinical trials,
please include:

•The number of patients enrolled in the trial;
•The endpoints of the trial and whether or not the trial achieved those endpoints;
•Whether or not the data from the trial was found to be statistically significant
(including the P-value);
•Serious adverse events and adverse events that occurred during the trial including
whether or not the SAE or AE was linked to IRX-2, the nature of the SAE or AE and
the number of patients in the trial that experienced it; and
•Whether the results of the trial were sufficient to advance IRX-2 to a subsequent
clinical trial for the indication being evaluated.
17.We note your discussion on page F-59 concerning Brooklyn's licensing agreement with
USF. Please describe the material terms of this license agreement in the Business section
and file the agreement as an exhibit to the registration statement.
Strategy, page 171
18.We note your disclosure here referencing your plans to "accelerate" your clinical program
and to "accelerated clinical development timelines." Please revise this disclosure and
similar disclosure throughout the registration statement to remove any implication that
you will be successful in developing your product candidates in a rapid or accelerated
manner as such statements are speculative.

 FirstName LastNameAllen Wolff
 Comapany NameNTN Buzztime, Inc.
 October 30, 2020 Page 5
 FirstName LastName
Allen Wolff
NTN Buzztime, Inc.
October 30, 2020
Page 5
19.We note your statement that you believe that your assets will be deemed to be truly unique
and represent potential breakthroughs in cancer treatment. Please revise your disclosure to
clarify what assets you are referring to beyond your IRX-2 product candidate. Please also
revise to clarify that there can be no guarantee that a regulatory agency will grant you a
breakthrough designation.
IRX-2 Technology, page 172
20.We note your statement that data collected to date suggest that IRX-2 reduces immune
suppression. Please revise your disclosure to present this data, or provide a cross-reference
to where this data is presented in the registration statement.
The INSPIRE Study, page 174
21.We note your statement that IRX-2 demonstrated an acceptable "safety" profile and your
statement on page 175 that IRX-2 was concluded to be safe. Safety is a determination that
is solely within the authority of the FDA or similar foreign regulators. You may state that
IRX-2 was well-tolerated, if accurate. Please revise these statements and any other similar
statements in your document.
Brief Descriptions of Investigator Sponsored Studies (Planned or In-Progress), page 175
22.We note your discussion of your ongoing clinical trials of IRX-2 in various indications,
both as a monotherapy and as a combination therapy. Please update your discussion of
each of these trials to include:

•The current status of the trial, including the number of patients enrolled (if the study
has not yet begun, please clarify whether there is an IND);
•The primary and secondary endpoints of the trial;
•The date on which the trial commenced;
•Whether any SAEs or AEs have occurred that are linked to treatment (and the nature
and amount of any such SAEs or AEs); and
•When trial data is scheduled to become available.

23.We note your description of the BR-101 Phase 1 clinical trial. In addition to providing the
information requested by the comment above, please revise your description to briefly
discuss the meaning of the preliminary findings of the trial cited in your document and
whether each of the findings referenced in the description were statistically significant.
You may use a chart or graph to present the data from the trial. Please also revise your
disclosure to indicate that Phase 1 trials are designed to evaluate the safety of the product
being tested, rather than efficacy.

 FirstName LastNameAllen Wolff
 Comapany NameNTN Buzztime, Inc.
 October 30, 2020 Page 6
 FirstName LastName
Allen Wolff
NTN Buzztime, Inc.
October 30, 2020
Page 6
Brooklyn Management's Discussion and Analysis of Financial Conditions and Results of
Operations
Critical Accounting Policies and Estimates, page 187
24.The critical accounting policies and estimates appear to be a repetition of accounting
policies included in Note 3 of your financial statements.  Please revise to provide more
robust disclosures of your critical accounting policies and estimates to reflect the
methods and assumptions used and estimates made related to critical accounting items,
including but not limited to, goodwill and accruals for clinical trial expenses.  Refer to
Section V of SEC Release No. 33-8350.
Results of Operations
Research and Development Expenses, page 189
25.As indicated in FRC 501.01, MD&A is intended to give an investor an opportunity to
view a registrant through the eyes of its management.  Given the significance of your
research and development costs, please consider including disaggregated disclosure of the
nature of expenses incurred for each period.
Brooklyn Management's Discussion and Analysis of Financial Conditions and Results of
Operations
Royalties on Product Sales, page 191
26.Please describe the material terms of each of Brooklyn's royalty and license agreements.
Please also file the agreements as exhibits to the registration statement or explain to us
why they are not required to be filed. The description of each agreement should include (i)
the royalty rate, or a range no greater than 10 percentage points per tier; (ii) when the
royalty provisions expire and (iii) any termination provisions.
Brooklyn Management's Discussion and Analysis of Financial Conditions and Results of
Operations
Paycheck Protection Program Loan, page 212
27.We note your disclosure that certain amounts of the PPP Loan may be forgiven if they are
used for qualifying expenses as described in the CARES Act. Please revise your
disclosure to discuss how NTN used the amounts it received through the PPP and whether
those uses are considered qualifying expenses.
NTN Buzztime, Inc. Financial Statements
Note 11. Shareholders' Equity
Cumulative Convertible Preferred Stock, page F-23
28.You disclose that the conversion rate is subject to adjustment.  Please revise to
disclose the adjusting mechanism for the conversion rate.  Please refer to ASC 505-10-50-
6.

 FirstName LastNameAllen Wolff
 Comapany NameNTN Buzztime, Inc.
 October 30, 2020 Page 7
 FirstName LastNameAllen Wolff
NTN Buzztime, Inc.
October 30, 2020
Page 7
Brooklyn ImmunoTherapeutics LLC Financial Statements
Note 4. Business Combination, page F-57
29.You disclose that Brooklyn ImmunoTherapeutics LLC was formed for the purpose of
consummating a business combination with IRX Therapeutics, Inc., that Brooklyn had no
operations prior to the business combination, and that the acquisition was effected by the
issuance of equity interests.  Please explain to us why you accounted for this transaction
as a business combination under ASC 805 rather than a reverse recapitalization.  Please
refer to ASC 805-10-55-15 and provide us your analysis of how you applied the guidance
in paragraphs ASC 805-10-55-10 through 55-14 to determine whether a change in control
occurred.
30.Please revise to provide a qualitative description of the factors that make up
the goodwill recognized in this business combination in accordance with ASC 805-30-50-
1(a).
31.You disclose that the aggregate consideration consisted of $2,400,000 equal to the fair
value of Brooklyn membership units issued to the former shareholders and debt holders of
IRX.  We note the disclosure of the valuation methodology on page F-62. Please explai

CORRESP
1
filename1.htm

January
30, 2017

VIA
EDGAR

Mr.
Larry Spirgel, Assistant Director

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    NTN
    Buzztime, Inc. (the “Company”)

    Registration
    Statement on Form S-3 (File No. 333-215271)

Mr.
Spirgel:

In
accordance with Rule 461 under the Securities Act of 1933, the undersigned respectfully requests that the effective date for the
registration statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on February
2, 2017, or as soon thereafter as is practicable.

If
you have any questions regarding this request, please contact the Company’s securities counsel, Edwin Astudillo (edwin@breakwaterlawgroup.com;
619.318.9987) or me (sandra.gurrola@buzztime.com; 760.930.1168).

    Sincerely,

    NTN Buzztime, Inc.

    /s/ Sandra Gurrola

    Sandra Gurrola

    Vice President of Finance

    cc:

    Courtney
    Lindsay, U.S. Securities and Exchange Commission

    Edwin
    Astudillo, Breakwater Law Group, LLP (via e-mail)

Mail Stop 3720

January 19, 20 17

Sandra Gurrola
Vice President of Finance
NTN Buzztime, Inc.
2231 Rutherford Rd., Suite 200
Carlsbad, CA 92008

Re: NTN Buzztime, Inc.
Form 10 -K for Fiscal Year Ended December 31, 2015
Filed March 27, 2016
File No. 001-11460

Dear Ms. Gurrola :

We have comple ted our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Larry Spirgel

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Cc: Edwin Astudillo
Breakwater Law Group

CORRESP
1
filename1.htm

January
11, 2017

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549-3628

Mail
Stop 3720

Attention:
Larry Spirgel, Assistant Director

    Re:
    NTN
    Buzztime, Inc.

    Form
    10-K for fiscal year ended December 31, 2015

    Filed
    March 15, 2016

    File
    No. 001-11460

Dear
Mr. Spirgel:

NTN
Buzztime, Inc. (the “Company”), provides the following response to the letter of the staff (the “Staff”)
of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) dated
December 28, 2016 (the “Comment Letter”) relating to the above-referenced filing.

For
convenience, the numbered paragraphs below correspond to the numbered paragraphs of the Comment Letter and the text of the Staff’s
comments appear in italics below.

Item
1. Business Licensing, Trademarks, Copyrights and Patents, page 6

    1.
    We
    note the importance of your intellectual property to your business (e.g., disclosures to this effect in your Licensing, Trademarks,
    Copyrights and Patents section and in your risk factor on page 10). In future filings, please disclose the duration of all
    your material patents pursuant to Item 101(h)(4)(vii) of Regulation S-K.

Response:
In response to the Staff’s comment, the Company proposes to provide disclosure substantially similar to the disclosure below
in its Form 10-K for its fiscal year ended December 31, 2016:

Our
intellectual property assets, including patents, trademarks, and copyrights, are important to our business and, accordingly, we
actively seek to protect the proprietary technology that we consider important to our business. No single patent or copyright
is solely responsible for protecting our products.

We
keep confidential as trade secrets our technology, know-how and software. Some of the hardware we use in our operations is customized,
and all of it is purchased from outside vendors. We enter into agreements with third parties with whom we conduct business, which
contain provisions designed to protect our intellectual property and to limit access to, and disclosure of, our proprietary information.
We also enter into confidentiality and invention assignment agreements with our employees and contractors.

       1

We
believe the duration of our patents is adequate relative to the expected lives of our products. We consider the following United
States patents to be important to the protection of our products and service:

    Patent No.
    Description
    Expiration Date

    8,562,438
    System and method for television-based services
    4/21/2031

    8,562,442
    Interactive gaming via mobile playmaker
    6/3/2031

    8,790,186
    User-controlled entertainment system, apparatus and method
    2/6/2034

    8,898,075
    Electronic menu system and method
    9/11/2032

    9,044,681
    System and method for television-based services
    10/13/2033

    9,358,463
    Interactive gaming via mobile playmaker
    10/16/2033

    9,498,713
    User-controlled entertainment system, apparatus and method
    2/6/2034

We
have trademark protection for the names of our key proprietary programming, products, and services to the extent that we believe
trademark protection is appropriate. We are expanding our efforts to protect these investments. We consider the Buzztime, Playmaker,
Mobile Playmaker, BEOND Powered by Buzztime and PlayersPlus trademarks and our other related trademarks
to be valuable assets, and we seek to protect them through a variety of actions. Our content, branding, and some of our game titles,
such as Countdown, SIX, and Showdown are also protected by copyright and trademark law.

The
Company confirms that it will comply with the Staff’s comment in future filings by providing disclosure substantially similar
to the above when and as required and as such disclosure may be updated to reflect then accurate information.

2. Discuss
                                         whether the gaming content available on your devices is the result of internal development
                                         or licenses or acquired technology from third parties. If material, disclose the dollar
                                         amount for such licenses or technology.

Response:
In response to the Staff’s comment, the Company proposes to provide disclosure substantially similar to the disclosure below
in its Form 10-K for its fiscal year ended December 31, 2016.

A
majority of the gaming content available on our BEOND platform is internally developed. The balance is licensed from third parties.
We also license third party content for our pay-to-play and free-to-consumer arcade content. The amounts paid for such third party
licensed content was not material during either 2016 or 2015.

All
of the gaming content available on our Classic platform is internally developed.

The
Company confirms that it will comply with the Staff’s comment in future filings by providing disclosure substantially similar
to the above when and as required and as such disclosure may be updated to reflect then accurate information.

*        *        *

The
Company looks forward to working with the Staff toward resolving any concerns that the Staff may continue to have after evaluating
and taking into account the Company’s response in this letter. To this end, the Staff should feel free to call Sandra Gurrola,
the Company’s Vice President of Finance at 760.930.1168, or the Company’s outside securities counsel (Edwin Astudillo
at 619.318.9987 or Elizabeth Wilson at 858.847.2810) with any questions or if the Staff wishes to discuss any of the above.

    Sincerely,

    NTN
    Buzztime, Inc.

    /s/
    Ram Krishnan

    Ram
    Krishnan, CEO

    cc:
    Courtney
    Lindsay, Staff Attorney

    Edwin
    Astudillo, Esq.

    Elizabeth
    Wilson, Esq.

       2

December 28, 2016

Ram Krishnan
Chief Executive Officer
NTN Buzztime, Inc.
2231 Rutherford Road, Suite 200
Carlsbad, CA 92008

Re: NTN Buzztime, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2015
Filed March 15, 2016
File No. 001-11460

Dear Mr. Krishnan :

We have reviewed your filing and have the following comments.  Please comply with the
following comments in future filings.  Confirm in writing that you will do so and explain to us
how you intend to comply.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to these comments within ten business days by providing the requested
information o r advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Item 1. Business.
Licensing, Trademarks, Copyrights and Patents, page 6

1. We note the importance of your intellectual property to your business (e.g. disclosures to
this effect in your Licensing, Trademarks, Copyrights and Patents section and in your risk
factor on page 10). In future filings, please disclose the duration of all your material
patents pursuant to Item 101(h)(4)(vii) of Regulation S -K.

2. Discuss whether the gaming content available on your devices is the result of internal
develop ment or licenses or acquired technology from third parties.  If material, disclose
the dollar amount for such licenses or technology.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, not withstanding any review, comments, action or absence of
action by the staff.

Ram Krishnan
NTN Buzztime, Inc.
December 28, 2016
Page 2

 You may contact Claire DeLabar, Staff Accountant , at (202) 551 -3349  or Terry French,
Accounting Branch Chief , at (202) 551 -3828  if you have questions regarding comments on the
financial statements and related matters.  Please contact Courtney Lindsay, Staff Attorney , at
(202) 551 -7237  or me at (202) 551 -3815  with any other questions.

Sincerely,

 /s/ Terry French for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Mail Stop 3720

April 15 , 2016

Ram Krishnan
Chief Executive Officer
NTN Buzztime, Inc.
2231 Rutherford Road, Suite 200
Carlsbad, California

Re: NTN Buzztime, Inc.
 Preliminary Proxy on Schedule 14A
Filed April 7, 2016
File No. 001 -11460

Dear Mr. Krishnan :

We have completed our review of your filing.  We remind you that our comment or the
changes to disclosure in response to our comment do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  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 Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Direc tor
 AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

April
14, 2016

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549-3628

Mail
Stop 3720

Attention:
Larry Spirgel, Assistant Director

    Re:
    NTN
    Buzztime, Inc.

    Preliminary
    Proxy on Schedule 14A filed April 7, 2016

    File
    No. 001-11460

Dear
Mr. Spirgel:

NTN
Buzztime, Inc. (the “Company”), provides the following response to the comment set forth in the comment letter
of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission
(the “Commission”) dated April 14, 2016 (the “Comment Letter”) relating to the above-referenced
filing.

For
convenience, the numbered paragraph below corresponds to the numbered paragraph of the Comment Letter and the text of the Staff’s
comment appears in italics below.

Proposal
3

Amendment
of Our Restated Certificate of Incorporation to Effect a Reverse Stock Split Immediately Followed by a Forward Stock Split of
Our Outstanding Common Stock, page 8

    1.
    We
    note the company intends to engage in a reverse split of the outstanding common stock at an exchange ratio of 1-for-100 and,
    then, immediately following the reverse split, forward split the common stock at a ratio between 2-for-1 and 4-for-1. Please
    expand your disclosure under this proposal to discuss why the board is taking this approach rather than requesting a range
    for the reverse split bring the outstanding shares to the desired amounts.

Response:
In response to the Staff’s comment, the Company proposes to expand the disclosure under the Proposal 3 as set out
in Exhibit A, which is a marked-version of Proposal 3 that shows the proposed expanded disclosure. As discussed with Ms.
Drazan, if the proposed expanded disclosure satisfactorily addresses the Staff’s comment, the Company will include the proposed
expanded disclosure as set out in Exhibit A in the Company’s definitive proxy statement on Schedule 14A.

*            *            *

The
Company acknowledges that:

    ●
    The
    Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff
    comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with
    respect to the filing; and

    ●
    The
    Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
    securities laws of the United States.

2231
Rutherford Road, Suite 200        Carlsbad, CA    92008     tel 800 745-4686        buzztime.com

Mr.
Larry Spirgel

U.S.
Securities and Exchange Commission

April
14, 2016

Page
2

The
Company looks forward to working with the Staff toward resolving any concerns that the Staff may continue to have after evaluating
and taking into account the Company’s response in this letter. To this end, the Staff should feel free to call Sandra Gurrola,
the Company’s Vice President of Finance at 760.930.1168, or Edwin Astudillo, the Company’s outside counsel at 619.318.9987,
with any questions or if the Staff wishes to discuss any of the above.

    Sincerely,

    NTN
    Buzztime, Inc.

    /s/
    Ram Krishnan

    Ram
    Krishnan, CEO

    cc:
    Celeste
    M. Murphy, Legal Branch Chief

    Emily
    C. Drazan, Staff Attorney

    Edwin
    Astudillo, Esq.

EXHIBIT
A

PROPOSAL
3

AMENDMENT
OF OUR RESTATED CERTIFICATE OF INCORPORATION

TO
EFFECT A REVERSE STOCK SPLIT IMMEDIATELY FOLLOWED BY A

FORWARD
STOCK SPLIT OF OUR OUTSTANDING COMMON STOCK

Introduction

We
are asking our stockholders to approve an amendment to our restated certificate of incorporation that would effect, first, a reverse
stock split (the “Reverse Split”) of our common stock at a ratio of 1-for-100 (the “Reverse Exchange Ratio”)
and, then, immediately following the Reverse Split, a forward stock split (the “Forward Split”) of our common stock
at a ratio that is not less than 2-for-1 nor greater than 4-for-1, with the final ratio to be selected by our board of directors
in its sole discretion (the “Forward Exchange Ratio”). Together, the Reverse Split and the Forward Split are referred
to as the “Reverse/Forward Split.” The proposed amendment to our restated certificate of incorporation is attached
to this Proxy Statement as Exhibit A (the “Reverse/Forward Split Amendment”).

Under
Delaware law, our state of incorporation, in order to amend our restated certificate of incorporation, our board of directors
must adopt a resolution setting forth the amendment proposed, declaring its advisability and directing that the amendment proposed
be considered by our stockholders. Our board of directors adopted a resolution setting forth the Reverse/Forward Split Amendment
on February 24, 2016, declared it advisable and is submitting it to our stockholders for consideration at the Annual Meeting.

If
our stockholders approve the Reverse/Forward Split Amendment, our board of directors will have authority to give effect to the
Reverse/Forward Split any time before June 30, 2016. No additional stockholder action would be required. However, our board of
directors reserves the right, notwithstanding stockholder approval of this proposal and without further action by our stockholders,
to elect not to proceed with the Reverse/Forward Split if, at any time our board of directors, in its sole discretion, determines
that it is no longer in our best interest and the best interests of our stockholders to proceed with the Reverse/Forward Split.

In
determining whether to effect the Reverse/Forward Split and, if so, the Forward Exchange Ratio and date on which to effect it,
our board of directors will consider primarily the anticipated effect of the Reverse/Forward Split as it relates to addressing
the concern of the NYSE Regulation, Inc. regarding the low trading price of our common stock. See “—Reasons for the
Reverse/Forward Split” and “—Certain Risks Associated with the Reverse/Forward Split,” below. Our
board of directors may also consider, among other things, those market or business factors deemed relevant by our board of directors
at that time, including, but not limited to, existing and expected marketability and liquidity of our common stock, prevailing
stock market conditions, business developments affecting us and the trading price and trading volume of our common stock.

Reasons
for the Reverse/Forward Split

Our
board of directors approved the Reverse/Forward Split and the Reverse/Forward Split Amendment primarily because our board of directors
believes that effecting the Reverse/Forward Split could, in certain circumstances, be an effective means of addressing the concern
of the NYSE Regulation, Inc. regarding the low trading price of our common stock discussed below. In addition, our board of directors
believes that the Reverse/Forward Split could make our common stock more attractive to a broader range of institutional and other
investors and. Our board of directors approved the
Reverse/Forward Split rather than approving a reverse split that would bring our outstanding shares to the desired amounts because
our board of directors believes the Reverse/Forward Split would reduce certain of
our costs of ours as a result of cashing out those stockholders who own fewer
than 100 shares, as well as allow those stockholders to cash out without incurring transaction costs such as brokerage fees.

Under
Section 1003(f)(v) of the NYSE MKT Company Guide (the “Company Guide”), NYSE MKT LLC (“NYSE MKT”) will
normally consider suspending dealings in, or delisting, common stock from the exchange if the common stock is selling for a substantial
period of time at a low price per share and if the issuer fails to effect a reverse split of such stock within a reasonable time
after being notified that NYSE MKT deems such action to be appropriate under all the circumstances. NYSE Regulation, Inc. staff
informed us that it is concerned that our common stock may not be suitable for auction trading due to its low selling price, and,
in accordance with Section 1003(f)(v), that it deems it appropriate for us to effect a reverse stock split or other action within
a reasonable amount of time, or become subject to the continued listing evaluation and follow-up procedures set forth in Section
1009 of the Company Guide, which could, among other things, result in the initiation of delisting proceedings. The NYSE MKT can
also take accelerated delisting action if our common stock trades at levels viewed to be abnormally low.

      1

The
Reverse/Forward Split will result in fewer shares of our common stock outstanding, which the board of directors expects should
have the effect of increasing the per share trading price of our common stock in an amount approximately equivalent to the ratio
in which the number of outstanding shares of common stock was decreased. If the Reverse/Forward Split successfully increases the
per share trading price of our common stock, our board of directors believes this increase will enable us to address the concern
of the NYSE Regulation, Inc. regarding the low trading price of our common stock. However, other factors, such as our financial
results, market conditions and the market perception of our business (including the market’s perception of and reaction
to a proposal for or the implementation of the Reverse/Forward Split) may adversely affect the market price of our common stock.
As a result, there can be no assurance that the Reverse/Forward Split will increase the per share trading price of our common
stock or successfully address the concern of the NYSE Regulation, Inc. regarding the low trading price of our common stock, or
that the trading price of our common stock will not decrease in the future. See, “—Certain Risks Associated with the
Reverse/Forward Split,” below.

If
the per share trading price of our common stock increases as a result of the Reverse/Forward Split as described above, our board
of directors also believes that our common stock may be more attractive to a broader range of institutional investors, professional
investors and other members of the investing public, many of whom have internal policies and practices that either prohibit them
from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers.

We
also expect the Reverse/Forward Split to result in certain cost savings for the Company.
that would not be realized if we effected solely a reverse split at a ratio of between 1-for-25 and
1-for-50. The costs of administering the account of each stockholder of record are the same regardless of the number
of shares held in each account. Therefore, our costs to maintain accounts that holdshold
fewer than 100 shares of our common stock (which account for approximately [•%]
of all44% of our stockholders of record and
21% of all of our stockholders) are disproportionately high when compared to the total number of shares involved (which
account for less than 0.03% of our outstanding shares). These costs can include printing and postage costs to
mail the proxy materials and annual report, and similar costs associated with required mailings to beneficial owners holding shares
in street name through a nominee (i.e., a bank or broker). By effecting the Reverse/Forward Split
as opposed to solely a reverse split at a ratio of between 1-for-25 and 1-for-50, we will realize the cost savings with respect
to larger number of stockholders because the stockholders that will be cashed out will include those who hold fewer than 100 shares,
which represents a larger number of stockholders when compared to those who hold fewer than 25 or 50 shares. In addition,
we will pay lower annual NYSE MKT listing fees as a result of having a fewer number of shares of common stock outstanding.

Similarly,
in many cases, it is expensive on a relative basis for stockholders with fewer than 100 shares (commonly referred to as “odd
lot” shares) to sell their shares on the open market, as the commissions would represent a disproportionate share of proceeds
from the sale of fewer than 100 shares. The Reverse/Forward Split will cash out stockholders who hold fewer than 100 shares without
transaction costs such as brokerage fees. However, if these stockholders do not want to cash out their holdings of our common
stock, they may purchase additional shares on the open market to increase the number of shares in their account to at least 100
shares, or, if applicable, consolidate their accounts into an account with at least 100 shares. Any such action should be taken
far enough in advance so that it is completed prior to completion of the Reverse/Forward Split. See “Principal Effects of
the Reverse/Forward Split on our Stockholders—Examples,” below.

Our
board of directors believes that effecting the Reverse/Forward Split is in the Company’s and our stockholders’ best
interests for the reasons discussed above. If our stockholders do not approve this proposal, we may be unable to maintain the
listing of our common stock on the NYSE MKT, which could adversely affect the liquidity and marketability of our common stock.

Certain
Risks Associated with the Reverse/Forward Split

    ●
    There
    can be no assurance that the Reverse/Forward Split will result in an increase in the trading price of our common stock above
    the price that the NYSE MKT views as a low trading price per share, or that even if the trading price of our common stock
    does increase above such price, that the increased trading price will be sustained for any period of time, all of which depends
    on many factors, including our performance, prospects and other factors that may be unrelated to the number of shares outstanding.
    Moreover, even if the trading price of our common stock does increase above the price that the NYSE MKT views as a low price
    per share, there can be no assurance that we will continue to meet the other NYSE MKT listing requirements.

      2

    ●
    Immediately
    following the effective date of the Reverse/Forward Split, we will have fewer outstanding shares, which may reduce the trading
    liquidity of our common stock. Accordingly, the total market capitalization of our common stock after the Reverse/Forward
    Split may be lower than it was before the Reverse/Forward Split.

    ●
    The
    Reverse/Forward Split may result in some stockholders owning “odd lots” of less than 100 shares of common stock.
    Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally
    somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares.

    ●
    The
    Reverse/Forward Split will not change the number of authorized shares of our common stock. However, upon the effectiveness
    of the Reverse/Forward Split, the number of authorized shares of our common stock that are not issued or outstanding would
    increase due to the reduction in the number of shares of our common stock issued and outstanding as a result of the Reverse/Forward
    Split. Our board of directors can issue the authorized shares of our common stock (or equity securities convertible into or
    exchangeable or exercisable for such shares) from time to time as it may deem advisable and without stockholder approval.
    Future issuances of our common stock would have a dilutive effect on the earnings or loss per share, book value per share,
    voting power and percentage interest of the holders of our then-outstanding shares of capital stock. We do not have any plans,
    arrangements or understandings for the newly available authorized shares of our common stock that would be available as a
    result of Reverse/Forward Split.

    The
    table below sets forth, as of the record date and for illustrat

Mail Stop 3720

April 14, 2016

Ram Krishnan
Chief Executive Officer
NTN Buzztime, Inc.
2231 Rutherford Road, Suite 200
Carlsbad, California

Re: NTN Buzztime, Inc.
 Preliminary Proxy on Schedule 14A
Filed April 7, 2016
File No. 001 -11460

Dear Mr. Krishnan :

We have reviewed your filing and have the following comment .  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by amending your filing or by
advising us as soon as possible when you will respond.  If you  do not believe our comment
applies to your facts and circumstances , please tell us why in your response.

After reviewing your response and any amendment  you may file in response to this
comment , we may have additional comments.

Proposal 3
Amendment of Our Restated Certificate of Incorporation to Effect a Reverse Stock Split
Immediately Followed by a Forwar d Stock Split of Our Outstanding Common Stock, page 8

1. We note the company intends to engage in a reverse split  of the outstanding common
stock at an exchange ratio of 1 -for-100 and, then, immediately following the reverse split,
forward split the common s tock at a ratio between 2 -for-1 and 4 -for-1.  Please expand
your disclosure under this proposal to discuss why the board is taking this approach
rather than requesting a range for the reverse split bring the outstanding shares to the
desired amounts.

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 Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Ram Krishnan
NTN Buzztime, Inc.
April 14, 2016
Page 2

 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the compa ny
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

Please contact Emily C. Drazan, Staff Attorney  at (202) 551 -3208, C eleste M. Murphy,
Legal Branch Chief at (202) 551 -3257 or me at (202) 551 -3810 with any other questions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director
 AD Office 11 – Telecommunications

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       March 25, 2008

Via U.S. Mail and Fax (1-760-929-5280)
Kendra Berger
Chief Financial Officer  NTN Buzztime, Inc. 5966 La Place Court Carlsbad, California, 92008
 Re: NTN Buzztime, Inc.
Form 10-K for Fiscal Year Ended December 31, 2006
  Filed March 16, 2007

Forms 10-Q for Fiscal Quarter Ended September 30, 2007
  File No. 001-11460

Dear Ms. Berger:  We have completed our review of your Form 10-K and related filings and do not, at this time, have any further comments.

         S i n c e r e l y ,             L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

Correspondence

 March 20, 2008

 VIA FACSIMILE AND EDGARLINK TRANSMISSION

 Larry Spirgel, Assistant Director

 Kyle Moffatt, Accounting Branch Chief

 Inessa Kessman, Senior Staff
Accountant

 Securities and Exchange Commission

 Mail Stop 3720

 Washington, D.C. 20549

RE:
NTN Buzztime, Inc.

Form 10-K for Fiscal Year Ended December 31, 2006

Filed March 16, 2007

Forms 10-Q for Fiscal Quarter Ended September 30, 2007

File No. 001-11460

 Dear Mr. Spirgel:

 On behalf of NTN Buzztime, Inc. (“NTN” or the “Company”), we are responding to the comment letter dated January 28, 2008 from
the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”), with respect to the above-referenced periodic reports on Form 10-K and Forms 10-Q filed by the Company. Set forth below are the Company’s responses
to the Staff’s comments. For your convenience, each of the Staff’s comments precedes the corresponding responses.

 Form 10-K for Fiscal
Year Ended December 31, 2006

 Note 1 – Organization and Summary of Significant Accounting Policies

 Critical Accounting Policies and Estimates, Page F-11

 1. We
note your response to prior comment 3. You should revise your accounting policy to comply with our prior comment. Accordingly:

•

 You appear to have up-front fees (i.e. deferred revenues) for some if not all of your customer contracts. When both costs and revenue (in an amount equal to or
greater than the costs) are deferred for a specific contract, those capitalized costs should be charged to expense proportionally and over the same period that deferred revenue is recognized as revenue.

•

 We note your statement that your deferred costs exceed your deferred revenues for your contractual arrangements. We also note that you can recover the deferred
installation and commission costs during the initial contract term of each specific customer. For any excess of deferred costs over deferred revenues for a specific customer, you should revise to recognize those excess costs over the initial period
of the contract which you have stated to be 1 year.

 Response:

 We have considered your request to revise our accounting policy with respect to amortizing the excess deferred costs over the initial contract period in
accordance with SAB Topic 13(A)(3)(f).

 Our revised policy will be to amortize any excess deferred costs over deferred revenue over the one
year initial contract period. Additionally, in cases where an upfront installation fee was waived, the Company had incrementally allocated a portion of the monthly billed subscription fee to deferred revenue as we billed the customer over the
initial contract period and amortized the deferred revenue over the average life of the contract of three years. We have revised our policy to discontinue deferring a portion of the subscription fee in cases where no upfront installation fee was
charged.

 After careful consideration and analysis of the impact of this change in accounting policy, we have determined to change our
policy as requested on a prospective basis effective January 1, 2007 and recognize the cumulative effect of this change in the fourth quarter of 2007.

 We do not consider it necessary to restate our financials as we have determined the impact of this change to be immaterial to the financial statements as of and for the year ended December 31, 2006. In addition,
we determined that the effect of recording the cumulative adjustment in the 4th quarter of 2007 is immaterial to all periods affected, based on our analysis of the impact on the financial statements for the change in policy, as well as the effect of
two other errors noted below and in the attached analysis.

 We previously accrued the audit fee as an expense of the year under audit rather
than when the audit work was performed. Accordingly, as of December 31, 2006, there was an accrual of $292,000, for work not yet performed, and no such accrual at December 31, 2007. As a result, there is an error of $292,000 in the
statement of operations for the year ended December 31, 2007. Also, during the 2007 closing process we discovered that stock based compensation was overstated by $140,000 in our 2006 financial statements, which is not material to 2006. As a
result of correcting for the error in 2007 there is an error of $140,000 in the statement of operations for the year ended December 31, 2007.

 2

 Our determination was made taking into consideration the following pronouncements:

 Applicable Standard

 The
standard applicable for accounting changes is Statement of Financial Accounting Standards No. 154 (SFAS No. 154). Accounting Changes and Error Corrections. FAS No. 154, paragraph 7 notes the following:

 An entity shall report a change in accounting principle through retrospective application of the new accounting principle to all prior periods unless it
is impracticable to do so.

 The statement describes further what is required for restatement; however, FAS No. 154 does not apply if
the effect is immaterial to net income, does not have a material impact on the trend of earnings, or does not have a material effect in the later periods.

 Therefore, we have considered SAB No. 99, which addresses what factors we should consider in determining materiality to determine if the impact is qualitatively material to the financial statements as a whole.
Per paragraph 1M, it is noted:

 “In the context of a misstatement of a financial statement item, while the “total mix”
includes the size in numerical or percentage terms of the misstatement, it also includes the factual context in which the user of financial statements would view the financial statement item. The shorthand in accounting and auditing
literature for this analysis is that financial management and the auditor must consider both “quantitative” and “qualitative” factors in assessing an item’s materiality.” SAB No. 99 goes on further in describing
the qualitative factors to include Commission rules and enforcement actions, Court decisions and accounting and auditing literature.

 With
respect to quantitative assessment, SAB No. 99 emphasizes that the FASB has long emphasized that materiality cannot be reduced to a numerical formula and that one needs to consider all the facts surrounding the circumstances. The
following qualitative factors should be considered in assessing materiality:

1.
Whether the misstatement arises from an item capable of precise measurement or whether it arises from an estimate and, if so, the degree of imprecision inherent in the estimate.

 3

2.
Whether the misstatement masks a change in earnings or other trends.

3.
Whether the misstatement hides a failure to meet analyst’s consensus expectations for the enterprise.

4.
Whether the misstatement changes a loss into income or vice versa.

5.
Whether the misstatement concerns a segment or other portion of the registrant’s business that has been identified as playing a significant role in the registrant’s
operations or profitability.

6.
Whether the misstatement affects the registrant’s compliance with regulatory requirements.

7.
Whether the misstatement has the effect of increasing management’s compensation.

8.
Whether the misstatement involves concealment of an unlawful transaction.

 Management’s Analysis of Error

 Management has reviewed the qualitative factors numerated
above and made the following determinations for each item:

1.
The misstatement was not due to an item arising from an estimate; rather, it is an item that is capable of precise measurement. Therefore, the error can be calculated within all
material respects for financial statement purposes.

2.
 The misstatement does not mask a change in earnings or other trends as our gross margins, earnings and earnings per share were not materially affected. We have
compiled an analysis of the error for the period ended December 31, 2007 and 2006 and verified that our margin as a percentage of revenue would have changed by only one basis point and the earnings per share for 2007 and 2006 would not have
changed. For the fourth quarter, the impact on net loss is material quantitatively, however, again the gross margin would have changed by three basis points and there was no change in the earnings per share. Therefore, we can reasonably conclude
that these errors we are correcting in the current period do not mask a change in earnings nor does it materially affect our trends in gross margin or our earnings per share (see attachment 1). Given the declining revenues and resulting losses
incurred by the Company in the past two years, management believes that investors and other stakeholders are not primarily focused on quarterly net losses when making a decision to trade in the Company’s common stock, but rather they focus on
the annual net income or loss as well as on top line revenue growth. Since none of the items affect revenue in a quantitatively material manner, they are far less meaningful to current investment decisions. In addition to the revenue, the other
primary factor that management believes investors and other stakeholders are focused

 4

on when making a decision to buy, sell or hold the Company’s common stock is the cash balance, the amount of operating cash consumed, and total cash
consumed since they provide a barometer of the financial strength of the business. None of the identified errors are of a nature that affects our cash balance or cash flow and are, therefore, less meaningful to current investment decisions.

3.
Analyst’s expectations for the fourth quarter of 2007 and the year ended December 31, 2007 were not met and would not have been met had the error not occurred.

4.
The misstatement does not change our losses into income (see attachment 1).

5.
The misstatement relates only to our iTV segment which represents approximately 95% of our continuing operations. For the last two reporting periods, this did not have a material
impact on the segment.

6.
The misstatement does not affect our compliance with regulatory requirements.

7.
The misstatement would not affect management’s compensation as the bonus targets were not met in 2007 and 2006 and would not have been met if there was no error.

8.
The misstatement does not involve the concealment of an unlawful transaction.

 Based on our qualitative determinations noted above, management has concluded that their financial statements do not need to be revised to reflect this change in accounting principle and correction of our stock based
compensation and audit fees based on the analysis that such revision would not change an investor’s or lenders judgment if the error had not occurred.

 The errors occurred in previously issued financial statements and as such, we believe it is appropriate to apply a somewhat higher threshold for determining the materiality of an error than if the errors were
identified during a current, yet to be reported, financial period. Our assessment of the relevant literature leads us to conclude that if a prior period error is not material to estimated annual amounts, the error can be corrected in the quarter,
with adequate disclosure included if the error correction would be material to the quarter. Otherwise, materiality judgments in annual financial statements would have to be made on the basis of what would be important to quarterly financial results.

 With respect to SAB No. 108, the staff addresses the process of quantifying the financial statement misstatements and provides
guidance on the consideration of the effects of prior year misstatements in quantifying the current year misstatements for the purpose of a materiality assessment. The most common techniques used in practice to accumulate and quantify misstatements
are generally referred to as the “rollover” and “iron curtain” approaches. The rollover approach quantifies a misstatement based

 5

on the amount of the error originating in the current year income statement whereas the iron curtain approach quantifies a misstatement based on the effects
of correcting the misstatement existing in the balance sheet at the end of the current year.

 As we have corrected the balance sheet for all
errors noted, the iron curtain approach does not produce any additional passed adjustments. Therefore, we quantified the misstatement based on the rollover approach (see attachment 1). The effect of the errors on the years ended December 31,
2007 and 2006 is not material to any item in our statements of operations and had no effect on reported cash flows. As the cumulative effect of the error was recognized in the fourth quarter of 2007, we note that the effect on direct costs and loss
for continued operations is quantitatively material, however, as the gross margin was not materially affected and earnings per share was not affected at all, and for all of the reasons noted above management believes that the effect is qualitatively
immaterial in all respects and therefore does not consider it necessary to revise the previously filed annual or quarterly financial statements. Management has also considered the error in each quarterly period during 2006 and 2007 outside of the
fourth quarter of 2007 and based on the small amount of the error in the annual periods and the consistent nature and size of the activity in the effected accounts, management has concluded that the error is not likely to be quantitatively material
nor qualitatively material for any of the quarterly periods.

 Form 10-Q for the Fiscal Quarters Ended September 30, 2007

 (10) Accumulated Other Comprehensive Income (Loss), page 13 Policies and Estimates, page F-11

 2. We note your response to our prior comment . However, your attachment 3 appears to be incomplete. The impact of the foreign currency translation adjustment in the equity section is missing. Please
advise.

 Response:

 We have attached our analysis of the impact of the foreign currency translation adjustment including the impact on equity.

 The Company
acknowledges the following:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•

 Staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

 The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States

 6

 If you have any questions regarding the responses contained in this letter, you may call me at 760-929-5280.

Yours very truly,

 /s/ Kendra Berger

 Kendra Berger

 Chief Financial
Officer

KB:lkw

 7

 NTN Buzztime, Inc.

 Error
Analysis - Rollover Approach

 December 31, 2007

Attachment 1

Year to Date - Error

Fourth Quarter - Error

Revenue

Direct Costs

SG&A

Net P&L
(Cont Ops)

Net loss

Gross
Margin

Revenue

Direct Costs

SG&A

Net P&L
(Cont Ops)

Net loss

Gross
Margin

 2007 Financials - Final 10-k

(30,542
)

9,159

23,585

4,291

5,026

70
%

(7,693
)

2,484

6,514

1,534

1,920

68
%

 Change in accounting policy

190

(373
)

(452
)

(635
)

(635
)

224

(328
)

(404
)

(508
)

(508
)

 Audit accruals

292

292

292

150

150

150

 Stock based compensation - CY

37

37

37

 Stock based compensation - PY

140

140

140

140

140

140

190

(373
)

(20
)

(203
)

(203
)

224

(328
)

(77
)

(181
)

(181
)

 2007 Financials - If error had not occurred

(30,352
)

8,786

23,565

4,088

4,823

(7,469
)

2,156

6,437

1,353

1,739

 Error in income statement

-0.62
%

-4.07
%

-0.08
%

-4.73
%

-4.04
%

-2.91
%

-13.20
%

-1.18
%

-11.80
%

-9.43
%

 EPS as reported

0.09

0.03

 Revised EPS

0.09

0.03

 Revised Gross Margin

71
%

71
%

 2006 Financials - Annual results

 2006 Financials - per 10k

(32,985
)

10,029

22,793

1,511

4,773

70
%

 Change in accounting policy

77

31

71

179

179

 Stock based compensation - PY

(140
)

(140
)

(140
)

77

31

(69
)

39

CORRESP
1
filename1.htm

Correspondence

 March 13, 2008

 Via
Edgarlink

 Securities and Exchange Commission

 Division of
Corporation Finance

 Mail Stop 3720

 Washington, D.C. 20549

Attention:

Mr. Larry Spirgel, Assistant Director

Mr. Kyle Moffatt, Accounting Branch Chief

Ms. Inessa Kessman, Senior Staff Accountant

Re:
NTN Buzztime, Inc.

Form 10-K for Fiscal Year Ended December 31, 2006, filed March 16, 2007

Form 10-Q for Fiscal Quarter Ended June 30, 2007

File No. 001-11460

 Dear Messrs. Spirgel, Moffatt and
Ms. Kessman:

 We have received your comment letter dated January 28, 2008 relating to the NTN Buzztime, Inc. filings described above and we are
in the process of preparing a response. We filed correspondence with you on February 5, 2008, stating that we expected to submit a response to you on or before February 18, 2008. Per a subsequent telephone conversation, we filed a
correspondence with you on February 15, 2008, extending the date of our expected response until February 25, 2008. Per our telephone conversation on March 11, 2008, we now expect to submit a response to you on or before March 20,
2008.

Yours very truly,

/s/ Kendra Berger

Kendra Berger

Chief Financial Officer

 KB:lkw

 cc: Kirt
Shuldberg, Heller Ehrman, LLP

CORRESP
1
filename1.htm

Correspondence

 February 25, 2008

 Via
Edgarlink

 Securities and Exchange Commission

 Division of
Corporation Finance

 Mail Stop 3720

 Washington, D.C. 20549

Attention:
Mr. Larry Spirgel, Assistant Director

Mr. Kyle Moffatt, Accounting Branch Chief

Ms. Inessa Kessman, Senior Staff Accountant

Re:
NTN Buzztime, Inc.

Form 10-K for Fiscal Year Ended December 31, 2006, Filed March 16, 2007

Form 10-Q for Fiscal Quarter Ended June 30, 2007

File No. 001-11460

 Dear Mr. Spirgel, Mr. Moffatt and Ms. Kessman:

 We have received your comment letter dated January 28, 2008 relating to the NTN Buzztime, Inc. filings described above and we are in the
process of preparing a response. As a follow-up to our initial telephone conversation, we filed correspondence with you on February 5, 2008, stating that we expected to submit a response to you on or before February 18, 2008. Per a subsequent
telephone conversation, we filed a correspondence with you on February 15, 2008, extending the date of our expected response until February 25, 2008. Per our most recent telephone conversation we now expect to submit a response to you on or before
March 10, 2008.

Very truly yours,

/s/ Kendra Berger

 Kendra Berger,

 Chief Financial
Officer

cc:
Kirt Shuldberg, Heller Ehrman LLP

CORRESP
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Correspondence

 February 15, 2008

 Via Edgarlink

 Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 3720

 Washington, D.C. 20549

Attention:

Mr. Larry Spirgel, Assistant Director

Mr. Kyle Moffatt, Accounting Branch Chief

Ms. Inessa Kessman, Senior Staff Accountant

Re:
NTN Buzztime, Inc.

Form 10-K for Fiscal Year Ended December 31, 2006, Filed March 16, 2007

Form 10-Q for Fiscal Quarter Ended June 30, 2007

File No. 001-11460

 Dear Mr. Spirgel, Mr. Moffatt
and Ms. Kessman:

 We have received your comment letter dated January 28, 2008 relating to the NTN Buzztime, Inc. filings described
above and we are in the process of preparing a response. As a follow-up to our initial telephone conversation, we filed correspondence with you on February 5, 2008, stating that we expected to submit a response to you on or before
February 18, 2008. Per our subsequent telephone conversation we now expect to submit a response to you on or before February 25, 2008.

 Very truly yours,

 /s/ Kendra Berger

 Kendra Berger,

 Chief Financial Officer

cc:
Kirt Shuldberg, Heller Ehrman LLP

CORRESP
1
filename1.htm

Correspondence

 February 6, 2008

 Via Edgarlink

 Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 3720

 Washington, D.C. 20549

Attention:
Mr. Larry Spirgel, Assistant Director

Mr. Kyle Moffatt, Accounting Branch Chief

Ms. Inessa Kessman, Senior Staff Accountant

Re:
NTN Buzztime, Inc.

Form 10-K for Fiscal Year Ended December 31, 2006, Filed March 16, 2007

Form 10-Q for Fiscal Quarter Ended June 30, 2007

File No. 001-11460

 Dear Mr. Spirgel, Mr. Moffatt
and Ms. Kessman:

 We have received your comment letter dated January 28, 2008 relating to the NTN Buzztime, Inc. filings
described above and we are in the process of preparing a response. As a follow-up to our telephone conversation, we expect to submit a response to you on or before February 18, 2008.

Very truly yours,

/s/ Kendra Berger

 Kendra Berger,

 Chief Financial
Officer

cc:
Kirt Shuldberg, Heller Ehrman LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       January 28, 2008

Via U.S. Mail and Fax (1-760-929-5280)
Kendra Berger
Chief Financial Officer  NTN Buzztime, Inc. 5966 La Place Court Carlsbad, California, 92008
 Re: NTN Buzztime, Inc.
Form 10-K for Fiscal Year Ended December 31, 2006
  Filed March 16, 2007

Forms 10-Q for Fiscal Quarter Ended September 30, 2007
  File No. 001-11460

Dear Ms. Berger:
We have reviewed your supplemental response letter dated January 17, 2008 as
well as your filing and have the following comments.  As noted in our comment letter dated November 9, 2007, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.
Form 10-K for Fiscal Year Ended December 31, 2006

Note 1 – Organization and Summary of Significant Accounting Policies

Critical Accounting Policies and Estimates, page F-11

1. We note your response to prior comment 3.  You should revise your accounting policy to comply with our prior comment.  Accordingly:

• You appear to have up-front fees (i.e. deferred revenues) for some if not all of your customer contracts.  When both costs and revenue (in an amount equal to or greater than the costs) are deferred for a specific contract, those capitalized costs should be charged to expense proportionally and over the same period that deferred revenue is recognized as revenue.

Ms. Kendra Berger
NTN Buzztime, Inc. January 28, 2008 Page 2
• We note your statement that your deferred costs exceed your deferred revenues for your contractual arrangements.  We also note that you can recover the deferred installation and commission costs during the initial contract term of each specific customer.  For any excess of deferred costs over deferred revenues for a specific customer, you should revise to recognize those excess costs over the initial period of the contract which you have stated to be 1 year.

Form 10-Q for the Fiscal Quarters Ended September 30, 2007

(10) Accumulated Other Comprehensive Income (Loss), page 13

2. We note your response to prior comment 6.  However, your attachment 3 appears
to be incomplete.  The impact of the foreign currency translation adjustment in the equity section is missing.  Please advice.

*    *    *    *

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  You may contact Inessa Kessman, Senior Staff Accountant, at (202) 551-3371 or Kyle Moffatt,  Accountant Branch Chief, at (202) 551-
3836 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 if you have any other questions.

         S i n c e r e l y ,             L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
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SEC Response Letter

 January 17, 2008

 VIA FACSIMILE AND EDGARLINK TRANSMISSION

 Larry Spirgel, Assistant Director

 Kyle Moffatt, Accounting Branch Chief

 Inessa Kessman, Senior Staff
Accountant

 Securities and Exchange Commission

 Mail Stop 3720

 Washington, D.C. 20549

RE:
NTN Buzztime, Inc.

 Form 10-K for Fiscal Year
Ended December 31, 2006

 Filed March 16, 2007

 Forms 10-Q for Fiscal Quarter Ended September 30, 2007

 File No. 001-11460

 Dear Mr. Spirgel:

 On behalf of NTN Buzztime, Inc. (“NTN or the Company”), we are responding to the comment letter dated January 3, 2008 from the staff (the
“Staff”) of the Securities and Exchange Commission (“SEC”), with respect to the above-referenced periodic reports on Form 10-K and Forms 10-Q filed by the Company. Set forth below are the Company’s responses to the
Staff’s comments. For your convenience, each of the Staff’s comments precedes the corresponding responses.

 Form 10-K for Fiscal Year Ended
December 31, 2006

 Consolidated Statements of Cash Flow, page F-8

1.
We note your response to prior comment 1 and your statement that the net change in loans represents the net funds provided to our subsidiaries for operational and financing
activities. Please note that inter-company funding should be consolidated and not shown separately in your financial statements. If these funds were used or received by your discontinued operations to third-parties, then please confirm that in your
response and future filings.

2.
In addition, in accordance with CPCAF Alert 90 and 98, since you discovered this issue after you filed your fiscal year ended December 31, 2006 financial statements you
should treat this modification as a correction of an error and as such, you should amend your financial statements in your Form 10-K and subsequent Forms 10-Q. Please revise or advise.

 1

 Response:

 The inter-company funds were used by our discontinued operations to third-parties. We will disclose in future filings.

 The Company acknowledges the requirement under the CPCAF Alert. However, the Company did not amend its previously filed financial statements because we believe the correction is immaterial, for the following reasons:

•

 The operating, investing and financing cash flows from discontinued operations were disclosed in the footnotes to the financial statements which are an integral
part of the financial statements;

•

 In accordance with SAB 99, a matter is “material” if there is a substantial likelihood that a reasonable person would consider it important. Further,
Statement of Financial Accounting Concepts No. 2, states “the omission or misstatement of an item in a financial report is material if, in the light of surrounding circumstances, the magnitude of the item is such that it is probable that
the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item. In this case, we strongly believe the magnitude of this error is insufficient to support a restatement.

•

 The misstatement has no effect on earnings or other trends.

•

 The misstatement did not arise as a result of imprecise measurement.

•

 The misstatement does not change a loss into income or vice versa.

•

 The misstatement does not concern a segment that plays a significant role in the operations.

•

 The misstatement does not have the effect of increasing management’s compensation.

•

 The misstatement had no bearing on whether the Company met analysts’ expectations.

•

 The misstatement did not effect compliance with regulatory requirements, debt covenants or contractual obligations.

•

 The misstatement did not involve concealment of an unlawful transaction.

 2

 Note 1 – Organization and Summary of Significant Accounting Policies Critical Accounting Policies and Estimates,
page F-11

3.
We note your response to our prior comment 2. Based on your response, it appears that you recognize installation and commission costs over 3 years. Please note that the
incremental direct costs incurred related to the acquisition or origination of a customer contract that may or may not generate deferred revenue, unless specifically provided for in the authoritative literature, may be either expensed as incurred or
accounted for in accordance with paragraph 4 of Technical Bulletin 90-1 or paragraph 5 of Statement 91. Accordingly, if the installation and commission costs can be recovered over the initial contract term for each specific customer (i.e. a specific
contractual arrangement exists, the contractual arrangement is legally enforceable, management intends to enforce the contractual arrangement and probable and objectively supportable net margins exist during the initial term of the contractual
arrangement to support the recoverability of the deferred costs), you should recognize such costs over the initial period of the contract.

 Please confirm to us that the installation costs, the annual depreciation expense related to the installed equipment and any other costs to provide services for that initial contract period can be recovered over
the initial contract term. If so, you should revise to limit the amortization period to the initial contract term for each specific customer, which appears to be 1 year for your contracts. You should expense any excess installation costs (the
portion that cannot be recovered over the initial contract term) immediately. If you are unable to recover the installation costs, you should revise to expense such costs immediately. Please revise.

 We note your statement that if a customer terminates its contract during the initial contract term, the related customer installation costs should be
written off.

 Response:

 Under the Company’s current accounting policy the pattern of recognition for deferred costs appropriately mirrors the revenue to be recognized under the expected period of contract performance. This properly reflects our contract
margins and the determination of our income realized. It is our opinion that these are critical elements that investors depend on when analyzing the performance of the Company.

 In these contractual arrangements, deferred costs exceed deferred revenue as the deferred revenue represents the up-front installation fee only. In this
analysis, it is important to understand that in addition to the amortization of revenue for the up-front installation fee, the Company bills the customers each month on a current basis. Accordingly, the deferred costs are recovered generally within
the first three to four months of the contract period. An example of the Company’s revenue/cost patterns follows:

 3

Year 1

Year 2

Year 3

 Revenue:

 Annualized Fee

$
7,740

$
7,740

$
7,740

 Amortization of
Deferred Install Fee (up-front fee)

400

400

400

 Costs Amortized:

 Install Costs

183

183

183

 Commissions

254

254

254

 Other Direct Costs

1,268

1,268

1,268

 Depreciation:

 Equipment

455

455

455

 Net

$
5,580

$
5,580

$
5,580

 In reference to your comment regarding Technical Bulletin No. 90-1; paragraph 4, the Company
is in compliance with the applicable provisions of the bulletin which specifies the following:

 “Costs that are directly related to
the acquisition of a contract and that would have not been incurred but for the acquisition of that contract (incremental direct acquisition costs) should be deferred and charged to expense in proportion to the revenue recognized.”

 The Company has a clear pattern of revenue that is recognized in accordance with the terms of the customer’s contract which specifies
the up front installation fee and a monthly fee. Although the Company may not in all cases be able to negotiate with customers an up front fee, we have priced the contracts in conjunction with the pricing of ALL the elements of the arrangement which
is

 4

evident as we are able to recover the costs within three months of the execution of the contract. Additionally, if the customer terminates the contract
subsequent to installation of the equipment, they are obligated to pay for the remaining term of the initial contract period.

 In accordance
with SAB 104, paragraph f – non-refundable upfront fees, “the up-front fee and the continuing performance obligation related to the services to be provided or products to be delivered are assessed as an integrated package. In such
circumstances, the staff believes that up-front fees, even if nonrefundable, are earned as the products and/or services are delivered and/or performed over the term of the arrangement or the expected period of performance and
generally should be deferred and recognized systematically over the periods that the fees are earned.” SAB 104 expands further in footnote 39 to clarify the interpretation of “services performed over the term of the arrangement or the
expected period of performance.”

 The revenue recognition period should extend beyond the initial contractual period if
the relationship with the customer is expected to extend beyond the initial term and the customer continues to benefit from the payment of the up-front fee.

 The up-front fee is for the installation of the equipment which enables the customer to receive the content distributed through our network. Based on this and the principle of properly matching the costs associated
with the respective revenues, the Company has determined that the appropriate period to amortize the deferred costs and revenue should be the average customer contract life which was calculated to be approximately 3 years.

 The base equipment required to receive the transmission of our interactive content is depreciated over three years and the playmakers are depreciated over
four years.

 Goodwill and Other Intangible Assets, page F-17

4.
We note your response to prior comment 5. It is unclear to us how you determined the fair value of the Software Solutions business to be $7.1 million in August 2006 and only 2
months later determined the fair value to be only $200,000. Tell us in detail how you determined fair value for both August and November 2006 including the method and assumptions used. Explain in detail the reasons for the significant differences.

 5

 Response:

 The valuation methods employed in both analyses were the market approach (guideline and transaction) and income approach – discounted cash flow. The following compares the analyses by approach for each reporting
date.

Aug. 2006

Nov 2006

 Market Approach – Guideline Company Method

 Last Twelve Months (LTM) Revenue

$
4,736

$
4,876

 Selected Multiple [1]

2.44

1.71

 Indicated value of Equity,
Minority, Marketable Basis (rounded)

$
11,580

$
8,400

 Weighting Factor

33.3
%

0
%

 Weighted Conclusion

$
3,860

—

 Market Approach – Guideline Transaction Method

 Last Twelve Months (LTM) Revenue

$
4,736

$
4,876

 Selected Multiple [2]

1.28

1.14

 Indicated value of Equity,
Minority, Marketable Basis (rounded)

$
6,050

$
5,600

 Weighting Factor

33.3
%

0
%

 Weighted Conclusion

$
2,015

—

 Income Approach – Discounted Cash Flow Method

 Indicated Fair Value of Invested Capital on a Control,

 Marketable Basis (rounded) [4]

$
3,780

$
221

 Weighting Factor[3]

33.3
%

100
%

 Weighted Conclusion

$
1,260

$
221

 Indicated Fair Value of 100%
Invested Capital (rounded) [A]

$
7,140

$
200

 Carrying Value of Equity

($2,055
)

($2,671
)

 Add: Interest-Bearing Debt

$
4,640

$
5,266

 Indicated Carrying Value of
100% Invested Capital (rounded) [B]

$
2,585

$
2,596

 Delta ([A] –[B])

$
4,555

($
2,396
)

 Conclusion:

NOT
IMPAIRED

IMPAIRED

(go to step 2)

 Step2[5]

 Fair value of Goodwill (rounded)

$
(24
)

 Carrying Value of Goodwill (rounded)

$
2,235

 Impairment amount

$
2,235

 Notes:

[1]
The guideline companies were selected based on SIC code 7372 Prepackaged Software. Multiples of market value of invested capital (MVIC) to revenue of guideline companies were
concluded to be the most applicable to determine the value of the Reporting Units’ equity. The first quartile multiple was selected because the reporting unit is still unprofitable. The same guideline companies were used in both analyses.

 6

[2]
The Pratts Stats and Mergerstat Control Premium Study databases as well as company’s filings and analyst reports were searched to find transactions involving acquired companies
that are similar to the Reporting Units. In August 2006, 12 transactions were found which occurred between August 2003 and May 2006 and in November 2006, 17 transactions were found which occurred between August 2003 and December 2006. The first
quartile multiple was selected because the reporting unit is still unprofitable.

[3]
In November 2006 the DCF method was weighted 100% because revised projections pushed measurable profitability beyond 5 years versus 2 years in August 2006. Therefore, the multiples
for selected companies under the market approach (guideline transaction and company) were no longer appropriate proxies for the valuation. The DCF method became the most accurate representation of the Company’s fair value at this time.

4]
In August 2006, Management based projections on the following assumptions:

•

 Software Solutions and NTN Wireless would sell as a single combined unit.

•

 The combined customer lists of both divisions would drive sales growth for both divisions.

•

 NTN Wireless’ reseller channel would expand sales in Software Solutions.

•

 The market position of Software Solutions help desk services would remain in tact and revenue from a “work for hire” (representing approximately $1.2
million) arrangement would continue.

•

 No additional investment would be required to further the Software Solutions product to gain market share.

 In November 2006, based on external market indicators as well as new information on competing software products and the termination of a “work for
hire” arrangement, customer reaction to a new entrant in help desk services and the impact of unbundling the two business units for separate sale, management revised projections downward.

 7

[5]
In the Step 2 analyses Software Solutions intangible assets were identified and fair valued. All other assets were determined to be represented by their book value. Remaining assets
consisted predominately of receivables which have been reviewed to ensure the allowance accounts were properly valued and fixed assets. The discounted cash flow approach was utilized in valuing the technology and customer lists. Applying the fair
value of the intangible assets amount as well as the calculated fair value of equity to the Reporting Unit’s balance sheet resulted in a determination that the fair value of goodwill of was ($23,844).

 Form 10-Q for the Fiscal Quarters Ended September 30, 2007

 (2) Cash and Cash Equivalents, page 8

5.
Tell us in greater detail why you believe your $4,500,000 in a Canadian Variable Rate Guaranteed Investment Contract with an original one year maturity should be in cash and cash
equivalent. Refer to your basis in accounting literature.

 Response:

 We refer to SFAS No. 95, paragraph No. 8, whereby the pronouncement defines “cash and cash equivalents” as follows:

 “For purposes of this Statement, cash equivalents are short-term, highly liquid investments that are both:

 a. Readily convertible to known amounts of cash

 b. So near their maturity that they present insignificant risk of changes in value because of changes in interest rates

 Generally, only investments with original maturities of three months or less qualify under that definition.”

 Our guaranteed
investment contract can be redeemed at any time without penalty or loss of interest and, as such, the one-year stated maturity is non-substantive. The risk of changes in value due to changes in interest rates are insignificant and the investment is
highly liquid (convertible into cash at any time). Thus, both of the criteria noted in SFAS No. 95

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       January 03, 2008

Via U.S. Mail and Fax (1-760-929-5280)
Kendra Berger
Chief Financial Officer  NTN Buzztime, Inc. 5966 La Place Court Carlsbad, California, 92008
 Re: NTN Buzztime, Inc.
Form 10-K for Fiscal Year Ended December 31, 2006
  Filed March 16, 2007

Forms 10-Q for Fiscal Quarter Ended September 30, 2007
  File No. 001-11460

Dear Ms. Berger:
We have reviewed your supplemental response letter dated December 3, 2007 as
well as your filing and have the following comments.  As noted in our comment letter dated November 9, 2007, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.
Form 10-K for Fiscal Year Ended December 31, 2006

Consolidated Statements of Cash Flow, page F-8

1. We note your response to prior comment 1 and your statement that the net change in loans represents the net funds provided to our subsidiaries for operational and financing activities.  Please note that inter-company funding should be consolidated and not shown separately in your financial statements.  If these funds were used or received by your discontinued operations to third-parties, then please confirm that in your response and future filings.

Ms. Kendra Berger
NTN Buzztime, Inc.
January 3, 2008 Page 2   2. In addition, in accordance with CPCAF Alert 90 and 98, since you discovered this issue after you filed your fiscal year ended December 31, 2006 financial statements you should treat this modification as a correction of an error and as such, you should amend your financial statements in your Form 10-K and subsequent Forms 10-Q.  Please revise or advise.
 Note 1 – Organization and Summary of Significant Accounting Policies Critical
Accounting Policies and Estimates, page F-11
 3. We note your response to our prior comment 2.  Based on your response, it appears that you recognize installation and commission costs over 3 years.  Please note that the incremental direct costs incurred related to the acquisition or origination of a customer contract that may or may not generate deferred revenue, unless specifically provided for in the authoritative literature, may be either expensed as incurred or accounted for in accordance with paragraph 4 of Technical Bulletin 90-1 or paragraph 5 of Statement 91.  Accordingly, if the installation and commission costs can be recovered over the initial contract term for each specific customer (i.e. a specific contractual arrangement exists, the contractual arrangement is legally enforceable, management intends to enforce the contractual arrangement and probable and objectively supportable net margins exist during the initial term of the contractual arrangement to support the recoverability of the deferred costs), you should recognize such costs over the initial period of the contract.

Please confirm to us that the installation costs, the annual depreciation expense related to the installed equipment and any other costs to provide services for that initial contract period can be recovered over the initial contract term.  If so, you should revise to limit the amortization period to the initial contract term for each specific customer, which appears to be 1 year for your contracts.  You should expense any excess installation costs (the portion that cannot be recovered over the initial contract term) immediately.  If you are unable to recover the installation costs, you should revise to expense such costs immediately.  Please revise.

We note your statement that if a customer terminates its contract during the initial contract term, the related customer installation costs should be written off.

Ms. Kendra Berger
NTN Buzztime, Inc. January 3, 2008 Page 3   Goodwill and Other Intangible Assets, page F-17

 4. We note your response to prior comment 5.  It is unclear to us how you determined the fair value of the Software Solutions business to be $7.1 million in August 2006 and only 2 months later determined the fair value to be only $200,000.  Tell us in detail how you determined fair value for both August and November 2006 including the method and assumptions used.  Explain in detail the reasons for the significant differences.
  Form 10-Q for the Fiscal Quarters Ended September 30, 2007

 (2)  Cash and Cash Equivalents, page 8

 5. Tell us in greater detail why you believe your $4,500,000 in a Canadian Variable Rate Guaranteed Investment Contract with an original one year maturity should be in cash and cash equivalent.  Refer to your basis in accounting literature.
 (10)  Accumulated Other Comprehensive Income (Loss), page 13

 6. We note that during the third quarter of 2007 you recorded the cumulative effect of a foreign currency translation error in the amount $614,000.  Tell us how the error arose.  Provide us with your journal entries that illustrate how you recorded the adjustment.  Also, provide us with your SAB 99 and SAB 108 analysis for determining that the error was not material.

*    *    *    *

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  You may contact Inessa Kessman, Senior Staff Accountant, at (202) 551-3371 or Kyle Moffatt,  Accountant Branch Chief, at (202) 551-
3836 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 if you have any other questions.

         S i n c e r e l y ,             L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

Correspondence Letter

 December 3, 2007

 VIA FACSIMILE AND EDGARLINK TRANSMISSION

 Larry Spirgel, Assistant Director

 Kyle Moffatt, Accounting Branch Chief

 Inessa Kessman, Senior Staff
Accountant

 Securities and Exchange Commission

 Mail Stop 3720

 Washington, D.C. 20549

RE:
NTN Buzztime, Inc.

Form 10-K for Fiscal Year Ended December 31, 2006

Filed March 16, 2007

Forms 10-Q for Fiscal Quarter Ended June 30, 2007

File No. 001-11460

 Dear Mr. Spirgel,

 On behalf of NTN Buzztime, Inc. (“the Company”), we are responding to the comment letter dated November 9, 2007 from the staff (the
“Staff”) of the Securities and Exchange Commission (“SEC), with respect to the above-referenced periodic reports on Form 10-K and Form 10-Q filed by NTN. Set forth below are NTN’s responses to the Staff’s comments. For your
convenience, each of the Staff’s comments precedes the corresponding response.

 1

 FORM 10-K for the Fiscal Year Ended December 31, 2006

 Consolidated Statements of Cash Flows, page F-8

1.
We note you have a line item called “Net change in loans to discontinued operations” represents. Tell us what is included in this line item and why it is appropriate to
classify it as cash flows used in investing activities.

 Response

 The net change in loans represents the net funds provided to our subsidiaries for operational and financing activities. During the third quarter, we
reviewed CPCAF Alert #98, “Cash Flows for Operating Activities.” Accordingly, we have reported the cash flows from our discontinued operations by operating, financing and investing activities beginning with the Form 10Q for the quarter
ended September 30, 2007.

 Note 1 – Organization and Summary of Significant Accounting Policies Critical Accounting Policies and Estimates,
page F-11

2.
We note that you record “deferred costs and revenues related to the costs and related installation revenue associated with installing new customer sites.” We also note
that you are amortizing these amounts over an estimated three-year average life of the customer relationship.

•

 Please tell us whether your deferred installation revenue exceeds deferred costs for your contracts. Deferrable costs up to the amount of non-refundable deferred
revenue are considered realizable because the recognition of the deferred revenue will offset the recognition of deferred costs.

•

 If your deferrable costs exceed the deferred installation revenue for a specific contract, such excess costs are under the scope of Questions 3 and 4 of SAB
Topic 13(A)(3)(f). As such, the incremental direct costs incurred related to the acquisition or origination of a customer contract that may or may not generate deferred revenue, unless specifically provided for in the authoritative literature, may
be either expensed as incurred or accounted for in accordance with paragraph 4 of Technical Bulletin 90-1 or paragraph 5 of Statement 91. Accordingly, if the excess costs can be recovered over the initial contract term for each specific
customer (i.e. a specific contractual arrangement exists, the contractual arrangement and probable and objectively supportable net margins exist during the initial term of the contractual arrangement to support the recoverability of the deferred
costs), you should recognize such costs over the period of the related contract.

 2

•

 If applicable, please confirm to us that the excess costs, and any other costs to provide services for that initial contract period, can be recovered over the
initial contract term. If so, you should revise to limit the amortization period to the initial contract term for each specific customer. If you are unable to recover the excess costs or any portion thereof, you should revise to expense such
costs immediately.

•

 If applicable, if a customer terminates its contract during the initial contract term, the related customer deferred costs should be written off.

 Response

 Deferred costs exceed our deferred revenue; however, the excess cost is recoverable over the initial contract term as the total contract revenue exceeds the cost of the contract. The average annual contract revenue is approximately $8,000
and the installation and commission costs per installation are approximately $1,300. Although the initial contract term is one year, our average contract period is estimated at 3 years based on past experience. Also, our margins have remained
relatively consistent at 69% - 70%, the Company has specific contractual arrangements with the customers that are legally enforceable and all related deferred costs are written off when a customer terminates its contract during the initial contract
term.

3.
We note on page F-12 that you utilized an independent third-party valuation firm to assist you in calculating the fair values for Software Solutions and NTN Canada, Inc. While
you are not required to make reference to this independent third-party, when you do you should also disclose the name of the expert. If you decide to delete your reference to the independent third-party, you should revise to provide disclosures that
explain the method and assumptions used by management to determine the valuation. Please confirm to us in your response letter that the experts are aware of being named in the filing and comply with this comment regarding references to independent
valuations in future filings. Similarly address your reference to a third party valuation firm on page 37.

 Response

 The independent third-party valuation firm has requested that we not make reference to their firm in future filings. Therefore, in
future filings we will provide disclosures that explain the method and assumptions used by management to determine the valuation.

 3

 Impact of SFAS No. 123R, page F-16

4.
We note that you account for changes in fair values between reporting dates in accordance with FIN 28. However, FIN 28 has been superseded by SFAS 123R. Please revise or advise.

 Response

 Changes in fair values between reporting dates are accounted for pursuant to SFAS 123R. We will remove reference to FIN 28 in future filings and correctly reference SFAS 123R.

 Goodwill and Other Intangible Assets, page F-17

5.
We note you performed your annual test for goodwill impairment for Software Solutions as of August 31, 2006. In November 2006, subsequent to the valuations you re-evaluated
the Software Solutions goodwill and intangibles and determined that Software Solutions goodwill of approximately $2.2 millions was fully impaired. Tell us what occurred or changed during the two months between August 31, 2006 and November 2006
that caused this significant impairment. Also, tell us how you tested goodwill for impairment in August 2006 and November 2006.

 Response

 The original marketing plan was to market both the NTN Wireless Communications subsidiary and NTN Software
Solutions to a single buyer. Management’s intent was to bundle the software solutions business with the Wireless division enhancing the value of the software division due to the synergies of the two divisions combined.

 However, based on market response, the Company was not able to sell the segment as a whole, but rather, individually. The Company started to market
Software Solutions as a separate business and received offers for the business that were far less than the net book value of the subsidiary. Based upon the market response, management determined that the Company would need to heavily invest in the
development of a web interface to remain competitive, thereby, prompting another valuation of the business.

 Management considered the
following business variables: ability to gain market share, resources required for development to remain competitive, existing market position, renewal of support and maintenance agreements, and new competitors entering the market. Management
retained a third party valuation firm which used two valuation methods: the market approach (guideline and transaction method) and income approach – discounted cash flow.

 4

 The goodwill impairment was measured through a two-step process. In the first step, the fair value of the
reporting unit was compared to its carrying value. If the fair value is in excess of the carrying value, the goodwill of the reporting unit is not impaired, and the second step of the impairment test is not necessary which was the case in August
2006. However, in November 2006, the carrying value of the reporting unit exceeded its fair value based on the new information management had obtained; therefore, the second step of the goodwill impairment test was performed to measure the amount of
impairment loss. In the second step, the implied fair value of goodwill is measured (as the excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities, including any unrecognized intangible assets), and
compared to the carrying value of goodwill. The excess (if any) of the carrying value of goodwill as compared to the implied fair value of goodwill resulted in the goodwill impairment loss.

 The valuation results for each respective period are as follows:

 August 2006,

 Fair value of Invested Capital

$
7,140,000

 Carrying value of Invested Capital

$
2,585,000

 Second step not required

 November 2006

 Fair value of Invested Capital

$
200,000

 Carrying value of Invested Capital

$
2,596,000

 Required second step:

 Fair Value of Goodwill

($24,000
)

 Carrying Value of Goodwill

$
2,235,000

 Note 5 – Cumulative Convertible Preferred Stock, page F-25

6.
We note that your Series A Preferred Stock have cumulative fixed annual dividends of 10 cents per share and have no voting rights. We also note your statement that the conversion
rate is subject to adjustment in certain events and is established at the time of each conversion. Please note that an embedded conversion feature within convertible preferred stock must be assessed under paragraph 12 of SFAS 133 to determine
whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. In addition, embedded conversion features that meet the criteria
for bifurcation under SFAS 133 may qualify for the paragraph 11(a) scope exception in SFAS 133. In analyzing whether the conversion feature meets the paragraph 11(a) scope exception, you must determine whether the conversion feature would be
classified within stockholders’ equity. To determine classification, the conversion feature must be analyzed under EITF 00-19. Please tell us how you considered SFAS 133 and EITF 00-19 when evaluating whether your cumulative convertible
preferred stock has a conversion feature that should be bifurcated. Refer to http://www.sec.gov/divisions/corpfin/cfacctdisclosureissues.pdf for more guidance.

 5

7.
If you determined that the conversion feature should not be bifurcated, tell us how you considered classification in permanent equity or temporary equity by reference to ASR 268
and EITF D-98.

 Response

 EITF 00-19 and SFAS 133 are not applicable due to paragraph 50 (as amended) as follows:

 “At the date
of initial application, an entity shall choose to either (a) recognize as an asset or liability in the statement of financial position all embedded derivative instruments that are required pursuant to paragraphs 12 – 16 to be separated
from their host contracts or (b) select either January 1, 1998 or January 1, 1999 as a transition date for embedded derivatives. If the entity chooses to select a transition date, it shall recognize as separate assets and liabilities
(pursuant to paragraphs 12-16) only those derivatives embedded in hybrid instruments issued, acquired, or substantively modified by the entity on or after the selected transition date. That choice is not permitted to be applied to only some of an
entity’s individual hybrid instruments and must be applied on an all-or-none basis.”

 The Company’s preferred stock was
issued prior to 1998 and the Company chose a transition date of January 1, 1998. Accordingly, the Company will recognize as separate assets and liabilities only those derivatives embedded in hybrid instruments issued, acquired, or substantively
modified by the Company on or after our selected transition date. There have been no substantive modifications to the preferred stock since the stock was first issued.

 As we have determined that the conversion feature should not be bifurcated, the Company has reviewed EITF D-98 and ASR 268 to determine if the investment security should remain classified as permanent equity. EITF
D-98, paragraph #4 states “all of the events that could trigger redemption should be evaluated separately and that the possibility that any triggering event that is not solely within the control of the issuer could occur, without regard to
probability, would require the security to be classified outside of permanent equity.” There are no events that are outside of the control of the Company, therefore, in accordance with EIFT D-98, the preferred stock is appropriately classified
as permanent equity.

 Furthermore, ASR 268 makes reference to the financial statement presentation of preferred stock subject to mandatory
redemption requirements or whose redemption is outside the control of the issuer. As the Company does not have any preferred stock subject to mandatory redemption requirements, this accounting release is not applicable.

 6

 Note 16 – Segment Information, page F-35

8.
We note that you only show geographical information for your Buzztime iTV Network segment implying that only Buzztime iTV Network has revenue and assets outside of the United
States. Please disclose all revenue and long-lived assets by geographic location.

 Response

 Buzztime iTV Network segment is the only segment that has foreign operations. This was specifically disclosed in the Company’s Form 10-Q for the
quarter ended September 30, 2007. We will continue to disclose this in future filings.

 Form 10-Q for the quarterly period ended March 31,
2007

 Results of Continuing Operations

 Other Income, page 24

9.
We note that along with the restructuring, certain assets were sold and you granted a license for the related licensed materials to a former employee. We further note that you
recognized a gain related to the transaction. Provide us with more details of the transaction and provide us with your journal entries.

 Response

 The assets that were sold had a book value of $6,000 and consisted of office furniture
which was offset against the proceeds from the transaction. The license granted to the former employee was an exclusive, non-transferable, irrevocable license and right to install, service, support, advertise and market the Licensed Materials of the
Interactive Events Business. Additionally, the former employee was granted a non-exclusive, non-transferable, irrevocable license and right to use the copy written WIPEOUT Game Format solely for the purpose of using the Licensed Materials.

 The following journal entry was made:

Dr. Cash

$100,000

Cr.

Fixed Assets

  $6,000

Cr.

Gain on sale

$94,000

 The above transaction is in Canadian dollars. The Company does not have any further obligations
related to this transaction.

 7

 Form 10-Q for the quarterly period ended June 30, 2007

 Condensed Consolidated Statements of Cash Flows, page 6

10.
We note your “reclass of investment to accounts receivable.” Tell us more about this reclassification including why it was appropriate.

 Response

 The Company sold 100% of
its investment in a limited partnership with a book value of $69,000 to an unrelated party in exchange for $77,000. The counterparty paid 5% upfront and the remaining balance is payable in equal monthly installments until June 30, 2008. Since
the proceeds were not received upon the sale, this was reported as a non cash investment activity.

 The Company ack

CORRESP
1
filename1.htm

Response Letter

 November 26, 2007

 Via Edgarlink

 Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 3720

 Washington, D.C. 20549

Attention:

 Mr. Larry Spirgel, Assistant Director

 Mr. Kyle
Moffatt, Accounting Branch Chief

 Ms. Inessa Kessman, Senior Staff Accountant

Re:
NTN Buzztime, Inc.

Form 10-K for Fiscal Year Ended December 31, 2006, Filed March 16, 2007

Form 10-Q for Fiscal Quarter Ended June 30, 2007

File No. 001-11460

 Dear Mr. Spirgel, Mr. Moffatt
and Ms. Kessman:

 We have received your comment letter dated November 9, 2007 relating to the NTN Buzztime, Inc. filings
described above and we are in the process of preparing a response. As a follow-up to our telephone conversation, we expect to submit a response to you on or before December 5, 2007.

Very truly yours,

/s/ Kendra Berger

Kendra Berger, Chief Financial Officer

cc:
Kirt Shuldberg, Heller Ehrman LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
       November 9, 2007
 Kendra Berger Chief Financial Officer  NTN Buzztime, Inc. 5966 La Place Court Carlsbad, California, 92008
 Re: NTN Buzztime, Inc.
Form 10-K for Fiscal Year Ended December 31, 2006
  Filed March 16, 2007

Forms 10-Q for Fiscal Quarter Ended June 30, 2007
  File No. 001-11460

Dear Ms. Berger:
We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Please address the following comments in future filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a future revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Kendra Berger
NTN Buzztime, Inc.
November 9, 2007 Page 2  Form 10-K for the Fiscal Year Ended December 31, 2006

 Consolidated Statements of Cash Flows, page F-8

 1. We note you have a line item called “Net change in loans to discontinued operations” represents.  Tell us what is included in this line item and why it is appropriate to classify it as cash flows used in investing activities.

Note 1 - Organization and Summary of Significant Accounting Policies

Critical Accounting Policies and Estimates, page F-11
 2. We note that you record “deferred costs and revenues related to the costs and related installation revenue associated with installing new customer sites.”  We also note that you are amortizing these amounts over an estimated three-year average life of the customer relationship.

• Please tell us whether your deferred installation revenue exceeds deferred costs for your contracts.  Deferrable costs up to the amount of non-refundable deferred revenue are considered realizable because the recognition of the deferred revenue will offset the recognition of deferred costs.
• If your deferrable costs exceed the deferred installation revenue for a specific contract, such excess costs are under the scope of Questions 3 and 4 of SAB Topic 13(A)(3)(f).  As such, the incremental direct costs incurred related to the acquisition or origination of a customer contract that may or may not generate deferred revenue, unless specifically provided for in the authoritative literature, may be either expensed as incurred or accounted for in accordance with paragraph 4 of Technical Bulletin 90-1 or paragraph 5 of Statement 91.  Accordingly, if the excess costs can be recovered over the initial contract term

for each specific customer (i.e. a specific contractual arrangement exists, the contractual arrangement is legally enforceable, management intends to enforce the contractual arrangement and probable and objectively supportable net margins exist during the initial term of the contractual arrangement to support the recoverability of the deferred costs), you should recognize such costs over the period of the related contract.
• If applicable, please confirm to us that the excess costs, and any other costs to provide services for that initial contract period, can be recovered over the initial contract term.  If so, you should revise to limit the amortization period to the initial contract term for each specific customer.  If you are unable to recover the excess costs or any portion thereof, you should revise to expense such costs immediately.
• If applicable, if a customer terminates its contract during the initial contract term, the related customer deferred costs should be written off.

Kendra Berger
NTN Buzztime, Inc.
November 9, 2007 Page 3  3. We note on page F-12 that you utilized an independent third-party valuation firm to assist you in calculating the fair values for Software Solutions and NTN Canada, Inc.  While you are not required to make reference to this independent third-party, when you do you should also disclose the name of the expert.  If you decide to delete your reference to the independent third-party, you should revise to provide disclosures that explain the method and assumptions used by management to determine the valuation.  Please confirm to us in your response letter that the experts are aware of being named in the filing and comply with this comment regarding references to independent valuations in future filings.  Similarly address your reference to a third party valuation firm on page 37.
 Impact of SFAS No. 123R, page F-16

 4. We note that you account for changes in fair values between reporting dates in accordance with FIN 28.  However, FIN 28 has been superseded by SFAS 123R.  Please revise or advise.
 Goodwill and Other Intangible Assets, page F-17

 5. We note that you performed your annual test for goodwill impairment for Software Solutions as of August 31, 2006.  In November 2006, subsequent to the valuations you re-evaluated the Software Solutions goodwill and intangibles and determined that the Software Solutions goodwill of approximately $2.2 million was fully impaired.  Tell us what occurred or changed during the two months between August 31, 2006 and November 2006 that caused this significant impairment.  Also, tell us how you tested goodwill for impairment in August 2006 and November 2006.

Note 5 – Cumulative Convertible Preferred Stock, page F-25

6. We note that your Series A Preferred Stock have cumulative fixed annual dividends of 10 cents per share and have no voting rights.  We also note your statement that the conversion rate is subject to adjustment in certain events and is established at the time of each conversion.  Please note that an embedded conversion feature within convertible preferred stock must be assessed under paragraph 12 of SFAS 133 to determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. In addition, embedded conversion features that meet the criteria for bifurcation under SFAS 133 may qualify for the paragraph 11(a) scope exception in SFAS 133. In analyzing whether the conversion feature meets the paragraph 11(a) scope exception, you must determine whether the conversion feature would be classified within stockholders’ equity.  To determine classification, the conversion feature must be

Kendra Berger
NTN Buzztime, Inc.
November 9, 2007 Page 4
analyzed under EITF 00-19.  Please tell us how you considered SFAS 133 and EITF 00-19 when evaluating whether your cumulative convertible preferred stock has a conversion feature that should be bifurcated.  Refer to http://www.sec.gov/divisions/corpfin/cfacctdisclosureissues.pdf
 for more
guidance.
 7. If you determined that the conversion feature should not be bifurcated, tell us how you considered classification in permanent equity or temporary equity by reference to ASR 268 and EITF D-98.
 Note 16 – Segment Information, page F-35

 8. We note that you only show geographical information for your Buzztime iTV Network segment implying that only Buzztime iTV Network has revenue and assets outside of the United States.  Please disclose all revenue and long-lived assets by geographic location.
  Form 10-Q for the quarterly period ended March 31, 2007

 Results of Continuing Operations

Other Income, page 24
 9. We note that along with the restructuring, certain assets were sold and you granted a license for the related licensed materials to a former employee.  We further note that you recognized a gain related to the transaction.  Provide us with more details of the transaction and provide us with your journal entries.

Form 10-Q for the quarterly period ended June 30, 2007

Condensed Consolidated Statements of Cash Flows, page 6

10. We note your “reclass of investment to accounts receivable.”  Tell us more about this reclassification including why it was appropriate.

*    *    *    *

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our
comments and provides any requested information.  Detail letters greatly facilitate our

Kendra Berger
NTN Buzztime, Inc. November 9, 2007 Page 5  review.  Please understand that we may have additional comments after reviewing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.      In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

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

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filings or in response to our comments on your filings.
 You may contact Inessa Kessman, Senior  Staff Accountant, at (202) 551-3371 or
Kyle Moffatt, Accounting Branch Chief, at (202) 551-3836 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.          S i n c e r e l y ,             L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561
      							August 10, 2005

Via U.S. Mail and Fax  (760) 930-1178
Mr. Andy Wrobel
Chief Financial Officer
NTN Communications, Inc.
5966 La Place Court
Carlsbad, CA  92008

	RE:	NTN Communications, Inc.
      Form 10-K  for the fiscal year ended December 31, 2004
		Filed March 16, 2005
		Amended May 2, 2005
		File No. 1-11460

Dear Mr. Wrobel:

	We have completed our review of your 2004 Form 10-K and
related
filings and do not, at this time, have any further comments.

							Sincerely,

							/s/ Larry Spirgel
							Assistant Director

??

??

??

??

Mr. James B. Frakes
NTN Communications, Inc.
May 24, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

100 F Street, N.E. Washington, D.C. 20549   202-551-3810

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mr. Larry Spirgel
Assistant Director
Mail Stop 0407
U.S. Securities and Exchange Commission 450 Fifth Street, N.W.
Washington, D.C.  20549

Re:      NTN Communications, Inc.
         Form 10-K for the fiscal year ended December 31, 2004
         File No. 1-11460

Dear Mr. Spirgel:

On behalf of NTN Communications, Inc. (the "Company"), this letter is being sent
in response to the Staff's letter of comment dated May 24, 2005, with respect to
the  above-referenced  Form 10-K. Set forth below are the Company's responses to
the Staff's  comments.  As  requested,  the comments will be addressed in future
filings as applicable.  For the  convenience  of the Staff,  each of the Staff's
comments is set out immediately preceding the corresponding response.

Revenue Recognition, page F-12

Comment 1. We note your disclosure that arrangements for the transmission of the
NTN iTV Network contain two deliverables;  the installation of the equipment and
the  transmission of the network content.  However,  we also note on page 4 that
the  interactive  content is stored on a site server equipped for satellite data
reception at a subscriber's location.  Additionally, the system requires the use
of wireless  playmakers  which are provided by you.  Tell us how you account for
these additional deliverables including any related consideration received. Tell
us if the arrangement also contains a lease and your consideration of EITF 01-8.

Response to comment 1.

The  interactive  content that is stored on a site server equipped for satellite
data reception at a subscriber's location is not an additional  deliverable from
an  accounting  perspective.  We  transmit  our ongoing  network  content to our
customers  either via satellite  transmission  or DSL. That content is generally
sent on a "store  forward"  basis.  The  content  typically  resides on the hard
drives  of  the  site  servers  for  up  to a  week  before  it is  "pulled  up"
simultaneously  at our customer sites across the country and is actually used in
a game.

The  description  of  our  service  in  our  Service  Agreement  is as  follows:
"DESCRIPTION OF SERVICE:  NTN is providing CUSTOMER the right during the Term to
use at the Site ... the NTN iTV Network promotional and marketing  entertainment

<PAGE>

service..." The standard system covered by our Service  Agreement allows for the
use of our game content for a one-year period subject to renewals. The equipment
that we provide in our initial  installation is merely to facilitate the viewing
of and interaction with our game content.

Our  arrangements  for  the  transmission  of the NTN iTV  Network  contain  two
deliverables from an accounting  perspective;  the installation of our equipment
for which we receive an upfront fee, and the transmission of our network content
for which we receive monthly broadcast fees, which are separately  identified in
the Service Agreement. The term "deliverables" here is solely within the context
of EITF 00-21 as it relates to  determining  elements  for revenue  recognition,
however in and of itself the broadcast equipment or related  installation is not
the  deliverable  from the  customer  standpoint.  The  monthly  broadcast  fees
therefore  are  primarily  for the game  content,  which  could not be  accessed
without the use of the site server and  Playmakers(R).  The  broadcast  fees are
recognized as revenue on a monthly basis. As the  installation  deliverable does
not have stand alone  value to the  customer,  it does not  represent a separate
unit of accounting and therefore all installation fees received are deferred and
recognized as revenue on a straight-line  basis of 36 months, the estimated life
of the customer relationship based on our historical experience.

Our Service  Agreement with our customers does not include a lease.  Our content
is an intangible  asset and according to paragraph 9 of EITF 01-8,  "intangibles
(for example,  motion picture film licensing rights or workforce) ... may not be
the subject of a lease."  Since the game  content is the primary  element of our
service and it is an intangible  asset, our Service Agreement is not a lease per
EITF 01-8.

Income Taxes, page F-20

Comment 2. We note your statement that  approximately  $508,000 of the valuation
allowance,  if  realized,  will be  recognized  as a credit to paid-in  capital.
Please  provide  us with  more  details  and cite your  basis in the  accounting
literature for your anticipated treatment of the valuation allowance.

Response to comment 2.

The $508,000 of  valuation  allowance  referred to in our footnote  represents a
portion of our net operating loss  carry-forward  that relates to tax deductions
taken for disqualifying  dispositions of employee  incentive stock options.  The
amounts were reported as income to our employees and taken as tax  deductions on
our federal tax return. The amounts were not expensed for book purposes. If that
portion of the tax asset is eventually  realized,  the amount will be recognized
as a credit to paid in capital in accordance  with  paragraphs 26 and 36e of FAS
109, as it represents the excess of the tax deduction  over the amount  reported
for book purposes,

Media General Investment, pages F-24 - F-25

Comment 3. We note your  statement  that no allocation of fair value was made to
the Buzztime  warrants due to the lack of marketability of Buzztime common stock
and limited convertibility into NTN common stock. Please:

   o Clarify the nature of Media General's conversion rights on the second and
     fourth anniversaries of the transaction date as well as its co-sale rights.

   o Tell us how your  drag-along  rights  impact Media  General's  conversion
     rights.

<PAGE>

   o Tell  us how you  considered  whether  your  warrants  have a  beneficial
     conversion feature as addressed by Issue 13 of EITF 00-27.

Response to comment 3.

   o Media  General  ("MEG")  has the right to convert  each share of Buzztime
     common  stock into two shares of NTN common stock  (subject to  adjustment)
     based  upon  the  following  terms  as set  forth  in the  Investor  Rights
     Agreement.  Upon the occurrence of any of (a) the second anniversary of the
     date of this  Agreement,  (b) the  fourth  anniversary  of the date of this
     Agreement, (c) a sale of Buzztime, (d) bankruptcy, liquidation, dissolution
     or  other  insolvency   proceeding  of  Buzztime,   whether   voluntary  or
     involuntary or (e) if NTN elects to exercise its drag-along  rights and the
     consideration  to be  received  is not  cash  and/or  securities  tradeable
     without  restriction  on a  national  securities  exchange  or  the  Nasdaq
     national  market or smallcap  market (each, a "Trigger  Event"),  MEG shall
     have the option ("NTN Optional Exchange"), upon notice to Buzztime and NTN,
     to exchange  each share of common  stock  issued  under the warrants or the
     Licensing  Agreement held by MEG (the "Buzztime  Exchange Shares") into two
     fully paid and nonassessable  shares of NTN common stock (the "NTN Exchange
     Shares") (as adjusted to reflect any forward or reverse stock splits, stock
     combinations,  stock dividends,  mergers or reclassifications affecting the
     common stock or the NTN common stock). The Investor shall have the right to
     exercise the NTN Optional Exchange only twice.

     We also note that the first  Trigger  Event of May 7, 2005 (two years after
     the MEG investment) has passed and MEG failed to make the Optional Exchange
     at that time.  We will note this and  whether MEG chooses to convert at the
     one later trigger point in our future filings.

     In the event a sale of Buzztime occurs, NTN shall have the right to require
     MEG to  exchange  all of its  Buzztime  Exchange  Shares  for NTN  Exchange
     Shares.  In the event a sale of  Buzztime  occurs  and MEG holds all or any
     portion of the warrants,  NTN shall have the right to require MEG to effect
     one or more of the following alternatives (as determined by MEG in its sole
     discretion):  (i) to exercise all or any portion of its warrants,  at which
     time  NTN  shall  have the  right to  require  MEG to  exchange  all of its
     resulting Buzztime Exchange Shares as provided above; (ii) to surrender and
     forfeit  all or any  portion  of its  warrants  in lieu of  exercising  the
     warrants and exchanging the resulting Buzztime Exchange Shares; or (iii) to
     accept the consideration  offered for all or any portion of the warrants by
     the purchaser in such a sale of Buzztime, if any.

     Should MEG choose to exercise  its  Buzztime  warrant and then  convert its
     Buzztime common stock into NTN common stock,  they would initially  receive
     their  500,000  shares of Buzztime  common stock at a strike price of $3.46
     per share and then convert that 500,000 shares of Buzztime  common stock at
     a conversion  ratio of $1.73 per NTN common share into 1,000,000  shares of
     NTN common stock.

     To clarify the nature of MEG's  co-sale  rights,  if NTN proposes to effect
     any  transaction  that would  result in the transfer of all or a portion of

<PAGE>

     NTN's  securities  to any  "person"  upon  specific  terms  and  conditions
     (including a specified  purchase price payable in cash or other  property),
     then, as a condition to such  transfer,  NTN shall  promptly  notify MEG in
     writing of the terms and conditions of such purchase offer.

     MEG then has the right to  participate  in the sale of NTN's  securities on
     the same specified terms and conditions of such purchase  offer,  including
     the  price  per  share.   To  the  extent  MEG  exercises   such  right  of
     participation  in accordance with the terms and conditions set forth below,
     the number of shares of the common stock (or  securities  from the Buzztime
     warrant  convertible  into such number of shares of common  stock) that NTN
     may sell pursuant to such purchase offer shall be correspondingly reduced.

   o Our Drag-Along  Rights operate as follows:  In connection  with a sale to
     any  unaffiliated  "person"  by NTN of a majority  or more of the shares of
     Buzztime's common stock on a fully-diluted basis, NTN shall have the right,
     at its  election  and in its  sole  discretion,  to  cause  MEG to sell its
     securities  in such sale to such  person  for the same  price per share and
     upon the same terms and conditions as the sale by NTN to such person.

     In the event a sale occurs and MEG holds all or any portion of the Buzztime
     warrants, MEG may (i) exercise all or any portion of its warrants, at which
     time  MEG's  resulting  common  stock  shall be  subject  to the  terms and
     conditions  set forth in such transfer  notice unless MEG exercises its NTN
     Optional  Exchange;  (ii)  surrender  and forfeit all or any portion of its
     warrants  in  lieu  of  exercising  the  warrants;   or  (iii)  accept  the
     consideration  offered  for  all or any  portion  of  the  warrants  by the
     purchaser in such a sale, if any.

     The drag along rights do not change the strike prices and conversion ratios
     in any way.

   o The  securities,  including  the  shares  of NTN  common  stock,  and the
     Buzztime  warrant were  exchanged  for  $3,000,000 in cash. We ascribed the
     full  $3,000,000 to the NTN common stock issued as we  determined  that the
     value of the Buzztime warrant was nominal.  We determined that the Buzztime
     warrant was nominal based on the lack of  marketability  of Buzztime common
     stock and the very  limited  convertibility  into NTN  common  stock.  This
     determination  was based  upon a third  party  valuation.  However,  we did
     consider  whether  the  warrants  had a  beneficial  conversion  feature as
     addressed by Issue 13 of EITF 00-27.  Given the nominal  difference between
     the $1.73 ultimate effective exercise price of the Buzztime warrant and the
     $1.77 market price of NTN common stock at the time of the  transaction,  we
     determined   that  the   resulting   beneficial   conversion   feature   of
     approximately $40,000 was immaterial.

Comment 4. Tell us your basis for the valuation of the acquired Boxerjam game
license.

Response to comment 4.

In the  transactions  with MEG, we received  $3,000,000 in cash and the Boxergam
game  license  and  issued  the NTN  common  stock  and the  warrants.  The most
determinable value of the consideration  exchanged was the cash we received. The

<PAGE>

second most determinable  value was the shares that we issued to MEG, which were
valued  at the  closing  price  of  the  Company's  stock  on  the  date  of the
transaction.  Since we  determined  that the value of the  Buzztime  warrant was
nominal,  the  remainder  of the  consideration  exchanged  was  assigned to the
Boxerjam  game  license  as  that  was the  least  determinable  element  of the
transaction.

Specifically,  we recorded both transactions with MEG (the $3,000,000 investment
for 2 million  shares and the Boxerjam  license for 666,667  shares) at the fair
value of the consideration exchanged on May 6, 2003. We used the publicly traded
stock price, as of the date of the transactions, of $1.77 per share to determine
the (2,666,667  share times $1.77 =) $4,720,000  fair value of the shares issued
in both transactions.  Since the consideration of the investment transaction was
the $3 million invested by MEG and the value of the associated  Buzztime warrant
was  considered  to be nominal,  the  consideration  allocated  to the  acquired
Boxerjam game license was the  remainder of the $4.72 million after  subtracting
the $3.0 million investment, or $1.72 million.

Breakaway International, page F-29

Comment 5. We note that you included  deferred revenue as a liability assumed in
connection  with the Breakaway  acquisition.  Tell us your basis for recognition
and measurement of the subject liability. Refer to EITF 01-3.

Response to comment 5.

We did  consider  EITF  01-3 in our  accounting  of the  Breakaway  acquisition.
According  to  paragraph  3 of EITF 01-3,  "The Task Force  observed  that under
existing  accounting  principles,   the  acquired  entity  might  have  deferred
recognition  of revenue  for a variety  of  reasons.  The Task  Force  reached a
consensus that the acquiring entity should recognize a liability  related to the
deferred revenue of an acquired entity only if that deferred revenue  represents
a  legal  obligation  assumed  by the  acquiring  entity  (a  legal  performance
obligation)."

Breakaway  had  several  deferred  revenue  accounts on its books at the date of
acquisition.  We  analyzed  each  liability  account  to  determine  whether  it
represented a legal  obligation  assumed by the Company.  The account  "deferred
revenue -  software"  recorded  on  Breakaway's  financial  statements  showed a
balance of $332,784. The deferred revenue Breakaway had recorded in this account
related  to the  entire  arrangement  fee(for  both  software  license  and post
contract  support,  or PCS) for which VSOE was not  achieved and  therefore  the
entire  arrangement fee was deferred and recognized  ratably over the PCS period
in accordance  with SOP 97-2. We concluded that the fair value of the obligation
to provide ongoing customer support  represented  approximately 20% of the total
deferred revenue and the remaining 80% was the license  component itself and had
no future obligation associated with it (i.e. was deferred solely due to lack of
VSOE for the  undelivered  element,  PCS).  Therefore,  we  recorded as deferred
revenue the 20%, or  approximately  $67,000,  attributable  to ongoing  customer
support.

The  remaind

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

June 7, 2005

Mr. Larry Spirgel
Assistant Director
Mail Stop 0407
U.S. Securities and Exchange Commission 450 Fifth Street, N.W.
Washington, D.C.  20549

Re:     NTN Communications, Inc.
        Form 10-K for the fiscal year ended December 31, 2004
        File No. 1-11460

Dear Mr. Spirgel:

On behalf of NTN Communications, Inc. (the "Company"), this letter is being sent
in response to the Staff's letter of comment dated May 24, 2005, with respect to
the above-referenced Form 10-K.

In order to get the full input of our current  auditors as well as our  previous
auditors in drafting a response to the letter of comment, some of whom have been
traveling  internationally during this period, we hereby request an extension of
the  time in which  we may  file a  response  to the  letter  of  comment  until
Thursday, June 16, 2005.

If you  have  any  questions  regarding  this  request  please  call me at (760)
437-7400.

Sincerely,

/s/ James B. Frakes

James B. Frakes
Chief Financial Officer
NTN Communications, Inc.
</TEXT>
</DOCUMENT>