SecProbe.io

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Nightfood
Holdings, Inc.

13501
South Main Street

Los
Angeles, CA 90016

Tel:
(866) 291-7778

February
27, 2026

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Jenny O’Shanick

    Re:
    Nightfood
Holdings, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-293321

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, 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 March
3, 2026, or as soon thereafter as practicable.

Please
contact Tomer Magid of Sichenzia Ross Ference Carmel LLP at (646) 693-6586, as soon as the Registration Statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

    Very
    truly yours,

    Nightfood
    Holdings, Inc.

    By:

    /s/
    Jimmy Chan

    Jimmy
    Chan

    Chief
    Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 17, 2026

Jimmy Chan
Chief Executive Officer
NightFood Holdings, Inc.
13501 South Main Street
Los Angeles, CA 90016

 Re: NightFood Holdings, Inc.
 Registration Statement on Form S-1
 Filed February 9, 2026
 File No. 333-293321
Dear Jimmy Chan:

 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 Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Marc Ross
</TEXT>
</DOCUMENT>

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Nightfood Holdings, Inc.

520 White Plains Road, Suite 500

Tarrytown, New York 10591

October 20, 2022

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Nightfood Holdings, Inc.

Offering Statement on Form 1-A, As Amended

File No. 024-11941

Ladies and Gentlemen:

Nightfood Holdings, Inc. respectfully requests
that the offering statement referred hereto above will become qualified at 9:00 A.M., Eastern Time, on October 24, 2022, or as soon thereafter
as possible.

    Nightfood Holdings, Inc.

    By:
    /s/ Sean Folkson

    Name:
    Sean Folkson

    Title:
    President and CEO

United States securities and exchange commission logo
July 26, 2022
Sean Folkson
Chief Executive Officer
NightFood Holdings, Inc.
520 White Plains Road, Suite 500
Tarrytown, New York 10591
Re:NightFood Holdings, Inc.
Offering Statement on Form 1-A
Filed July 18, 2022
File No. 024-11941
Dear Mr. Folkson:
            This is to advise you that we do not intend to review your offering statement.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Stephen E. Fox

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                                  June 11, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-1 (File No. 333-256548)
of Nightfood Holdings, Inc. (the “Registrant”)

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, the Registrant hereby requests that the effectiveness of the above-captioned Registration
Statement (the “Registration Statement”) be accelerated so that such Registration Statement will become effective on
Monday, June 14, 2021, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

The Registrant acknowledges
that (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, (ii) the
action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing and (iii) the Registrant may
not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please call the undersigned at (888) 888-6444
with any questions regarding this matter.

    Very truly yours,

    NIGHTFOOD HOLDINGS, INC.

    By:
    /s/ Sean Folkson

    Name: Sean Folkson

    Title: Chief Executive Officer

520 White Plains Road, Suite 500, Tarrytown,
NY 10591

888-888-6444

www.nightfood.com

United States securities and exchange commission logo
June 3, 2021
Sean Folkson
Chief Executive Officer
NightFood Holdings, Inc.
520 White Plains Road - Suite 500
Tarrytown, NY 10591
Re:NightFood Holdings, Inc.
Registration Statement on Form S-1
Filed May 27, 2021
File No. 333-256548
Dear Mr. Folkson:
            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 Thomas Jones at 202-551-3602 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Stephen E. Fox, Esq.

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NIGHTFOOD HOLDINGS, INC.

July 27, 2017

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    NightFood Holdings, Inc.

Registration Statement Form S-1 – Acceleration
Request

File No. 333-216709

Dear Sirs and/or Madam:

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

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

    •
    Should the Commission or the staff, acting pursuant to delegated authority, declare our filing effective,
it does not foreclose the Commission from taking any action with respect to the filing;

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

    •
    NightFood Holdings, Inc. may not assert staff comments and the Declaration of Effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

NightFood Holdings, Inc.

    /s/ Sean Folkson

    Sean Folkson, CEO

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FRANK J. HARITON ATTORNEY
- AT - LAW

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

July
24, 2017

Loan
Lauren P. Nguyen, Legal Branch Chief

Office
of Natural Resources

Securities
and Exchange Commission

Washington,
D.C. 20549

    Re:
    NightFood
Holdings, Inc. (the “Company”)

    Amendment
Number 4 to Registration Statement on Form S-1 – File Number 333-216709

Gentlemen:

This
letter accompanies the above referenced registration statement amendment and the numbered paragraphs below correspond to the numbered
paragraphs in the staff’s July 21, 2017 letter to the Company (the “Comment Letter”). The amendment is filed
solely to file three exhibits relating to the assignment of the Black Forest notes to Skybridge Capital.

 1. The
                                         two notes held by Black Forest were acquired by SkyBridge for $90,000 in an arm’s
                                         length transaction and that was the price they agreed upon. The Company was not a part
                                         of these negotiations, but we understand that Black Forest was willing to sell at a discount
                                         to be able to go forward with the Equity Line of Credit. The $130,000 total of the two
                                         notes represents the $122,500 total of the tow Black Forest notes ($32,500 plus $90,000)
                                         accrued interest and due diligence charges imposed on the Company by SkyBridge.

 2. Upon
                                         their assignment from Black Forest to SkyBridge, the two notes were amended, restated,
                                         and re-issued. Accordingly the amended Black Forest notes that were not filed with Amendment
                                         Number 3 are no longer in effect. After discussion with the staff, we believe that filing
                                         these instruments now would not provide any meaningful disclosure and might confuse the
                                         reader. Accordingly, we have not filed them.

Should
you require any further information or have additional questions, do not hesitate to contact me.

Very
truly yours,

Frank
J Hariton

Mail Stop 4628

July 21, 2017

Sean Folkson
President and Chief Executive Officer
NightFood Holdings, Inc.
520 White Plains Road, Suite 5 00
Tarrytown, NY 10591

Re: NightFood  Holdings, Inc.
Amendment No. 3 to Registration Statement on Form S -1
Filed July 11, 2017
File No. 333 -216709

Dear Mr. Folkson:

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
circums tances or do not believe an amendment is appropriate, pleas e 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 June 12, 2017 letter .

Description of Securities , page 33

Warrants or Convertible Securities, page 34

1. Your revised filing indicates that Black Forest Capital has assigned its int erests in its
convertible notes dated February 8, 2017 and March 23, 2017 to Skybridge Capital, LLC
and that the aggregate principal amount of the assigned notes is $130,000.  However, the
Assignment Agreement filed as Exhibit 10.6 reflects a purchase pric e of $90,000.  Please
revise your disclosure to clarify this apparent discrepancy.

Sean Folkson
NightFood Holdings, Inc.
July 21 , 2017
Page 2

 Exhibits

2. We note your response to prior comment 1 and reissue in part.  Your response to prior
comment 1 from our May 8, 2017 letter indicates that you amended the con vertible
promissory notes you entered with Black Forest to restrict its conversion rights.  Please
file these amended notes as exhibits to your registration statement.  We were also unable
to locate the amended promissory notes in the Form 8 -K filed on May  23, 2017.

Please contact Anuja A. Majmudar,  Attorney -Advisor , at 202 -551-3844  or me at 202 -
551-3642 with any questions.

Sincerely,

/s/ Loan Lauren P. Nguyen

Loan Lauren P. Nguyen
Legal Branch Chief
Office of Natural Resources

cc: Frank J. Hariton, Esq.

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FRANK J. HARITON ATTORNEY
- AT - LAW

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

July
11, 2017

Loan
Lauren P. Nguyen, Legal Branch Chief

Office
of Natural Resources

Securities
and Exchange Commission

Washington,
D.C. 20549

    Re:
    NightFood Holdings, Inc. (the “Company”)

Amendment
Number 3 to Registration Statement on Form S-1 – File Number 333-216709

Gentlemen:

This
letter accompanies the above referenced registration statement amendment and the numbered paragraphs below correspond to the numbered
paragraphs in the staff’s June 12, 2017 letter to the Company (the “Comment Letter”). The amendment is principally
comprised of updating the prior filing and changes related to the Comment Letter.

 1. Comment:
                                         Your revised filing continues to assert that you plan to repay the notes with Black Forest
                                         Capital with proceeds from puts under the equity line. As stated in prior comment 1,
                                         in such circumstances, it is the staff’s view that the proposed equity line transaction
                                         would not be permissible as an indirect primary offering. As such, we reissue prior comment
                                         1. Please also file the amended convertible promissory notes with your registration statement.
                                         We were unable to locate these amended promissory notes in the Form 8-K filed on May
                                         23, 2017 which included other promissory notes.

Response:
Both of the notes that were payable to Black Forest have been assigned for value to a third party that is not affiliated with
Black Forest.

 2. Comment:
                                         We note your response to prior comment 2 and reissue in part. Please revise to disclose
                                         the maximum number of shares of your common stock that Black Forest Capital may acquire
                                         pursuant to the equity line agreement based on the current market price of your shares
                                         of common stock and ignoring any caps on the number of shares that Black Forest Capital
                                         may own at any time.

Additionally,
given the size of the equity line financing transaction, we note that you may need to file subsequent registration statements
to register the shares of your common stock that Black Forest may acquire pursuant to the equity line financing transaction. For
purposes of Rule 415 of the Securities Act of 1933 and your eligibility to rely upon such rule, please note that the staff may
treat as different transactions any registration statement that registers shares of your common stock for sale by Black Forest
after the later of (i) 60 days after the time that Black Forest and its affiliates have resold substantially all of the shares
registered for sale under the prior registration statement or (ii) six months after the effective date of the prior registration
statement for Black Forest and its affiliates. To the extent that a subsequent registration statement is filed prior to such timing,
the staff may conclude that such offerings are no longer indirect primary offerings eligible to be filed pursuant to Rule 415(a)(1)(i)
of the Securities Act of 1933. Please confirm your understanding of the above guidance.

Response:
We have added language on the cover page and elsewhere in response to the comment. On the cover page, we added the following:
“Even if we were able to put all of the 2,838,000 of our shares registered under this registration statement to Black
Forest under the EPA at our current market prices, we would only realize approximately $500,000 under the EPA. The maximum number
of shares of our common stock that Black Forest Capital may acquire pursuant to the equity line agreement, based on the current
market price of shares of our common stock, ignoring any limits on the number of shares that Black Forest Capital may own at any
time is approximately 29,000,000 shares. This would require multiple equity purchase transactions, which Black Forest is under
no obligation to make available to us.”

Should
you require any further information or have additional questions, do not hesitate to contact me.

Very
truly yours,

Frank
J Hariton

Mail Stop 4628
June 12, 2017

Sean Folkson
President and Chief Executive Officer
NightFood Holdings, Inc.
520 White Plains Road, Suite 5 00
Tarrytown, NY 10591

Re: NightFood Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S -1
Filed June 2, 2017
File No. 333 -216709

Dear M r. Folkson :

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, pleas e 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 May 5, 2017 letter .

General

1. Your revised filing continues to assert that you plan to repay the notes with Black Forest
Capital  with proceeds from puts under the equity line.  As stated  in prior comment 1, in
such circumstances, it is the staff’s view that the propos ed equity line transaction would
not be permissible as an indirect primary offering.   As such, we reissue prior comment 1.
Please also file the amended convertible promissory notes  with your registration
statement .  We were unable to locate these amended promissory notes in the Form 8 -K
filed on May 23, 2017 which included other promissory notes.

Sean Folkson
NightFood Holdings, Inc.
June 12, 2017
Page 2

 Cover Page

2. We note your response to prior comment 2  and reissue in part .  Please revise to disclose
the maximum number of shares of your common stock that Black  Forest Capital may
acquire pursuant to the equity line agreement based on the current market price of your
shares of common stock and ignoring any caps on the number of shares that Black Forest
Capital may own at any time.

Additionally, g iven the size of the equity line financing transaction, we note that you may
need to file subsequent registration statements to register the shares of your common
stock that Black Forest  may acquire pursuant to the equity line financing transaction.  For
purposes of Rule 415 of the Securities Act of 1933 and your eligibility to rely upon such
rule, please note that the staff may  treat as different transactions any registration
statement that registers shares of your  common stock for sale by Black Forest  after the
later of (i) 60  days after the time that Black Forest  and its affiliates have resold
substantially all of the shares registered for sale under the prior registration statement or
(ii) six months after the effective date of the prior r egistration sta tement for Black Forest
and its affiliates. To the extent that a subsequent registration statement is filed prior to
such timing, the staff  may conclude that such offerings are no longer indirect primary
offerings eligible to be filed pursuant to Rule 415( a)(1)(i) of the Securities Act of 1933.
Please confirm your understanding of the above guidance.

Please contact Jason Langford , Staff Attorney,  at 202 -551-3193 or me at 202 -551-3642
with any questions.

Sincerely,

/s/ Loan Lauren P. Nguyen

Loan Lauren P. Nguyen
Legal Bran ch Chief
Office of Natural Resources

cc: Frank J. Hariton , Esq.

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FRANK J. HARITON ATTORNEY - AT
- LAW

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

June 1, 2016

Loan Lauren P. Nguyen, Legal Branch Chief

Office of Natural Resources

Securities and Exchange Commission

Washington, D.C. 20549

    Re:
    NightFood Holdings, Inc. (the “Company”)

Amendment Number 2 to Registration Statement
on Form S-1 – File Number 333-216709

Gentlemen:

This letter accompanies the above referenced
registration statement amendment and the numbered paragraphs below correspond to the numbered paragraphs in the staff’s May
5, 2017 letter to the Company (the “Comment Letter”). For your convenience, I have included each comment in italics
as well. The amendment is principally comprised of updating the prior filing and changes related to the Comment Letter.

 1. Comment: Upon executing the Equity Purchase Agreement with Black Forest Capital, LLC (“Black
Forest Capital”) that you filed as Exhibit 10.1 to your Form 8-K on February 13, 2017 (the “EPA”), you also issued
a Convertible Promissory Note to Black Forest Capital in the principal amount of $32,500 (the “February 8 Note”). Additionally,
as disclosed in your Form 8-K on March 28, 2017, you issued an additional Convertible Promissory Note to Black Forest Capital for
the principal amount of $87,500 (the “March 23 Note”) and also entered into a related Securities Purchase Agreement.
Based on the balance sheet information included in the Form S-1, it appears that you do not have the present ability to repay these
notes without recourse to the funds you expect to receive in connection with new issuances of stock pursuant to the EPA. We observe
that the Notes provide for the potential issuance of shares of common stock in connection with the note repayments. Furthermore,
it appears that you will use the equity line to repay the company’s indebtedness to Black Forest Capital. In these circumstances,
it is the staff’s view that the proposed equity line transaction would not be permissible as an indirect primary offering.
As described in the Notes, the investor would have the ability to determine the timing and pricing of common stock issuable upon
conversion. For general guidance regarding equity line issues, you may refer to Compliance and Disclosure Interpretations: Securities
Act Sections, Questions 139.12 – 139.24, available at http://sec.gov/divisions/corpfin/guidance/sasinterp.htm.

Please withdraw your registration statement, or in the alternative, if you enter into a different or amended equity purchase
agreement, or an amended note, which has different attributes, you may amend your registration statement and file any amended agreements
at that time.

    Response: We have filed amendments to the two notes with
Black Forest Capital, LLC (“BFC”) and the related agreements to ensure that the notes with BFC cannot be converted
at the same time that the Company is making puts under the EPA. We believe that the amendments make us compliant with the Compliance
and Disclosure Interpretations cited in the Comment Letter (the “CDI”).

 2. Comment: Please revise to disclose the maximum number of shares of your common stock that
Black Forest Capital may acquire pursuant to the equity line agreement based on the current market price of your shares of common
stock and ignoring any caps on the number of shares that Black Forest Capital may own at any time. In this regard, we note that
you are registering 2,838,000 million shares of common stock under the agreement. We also note, however, that the equity line financing
is for $5 million and that your common stock was valued at $0.158 per share as of April 7, 2017. In connection with this response,
please provide us with your computations with respect to how you calculated this share amount. Revise your filing to disclose also
the percentage of outstanding securities of the company the shares represent (without giving effect to the conversion or exercise
of any outstanding convertible or exercisable securities).

When revising your filing, please update your share price to reflect your closing price on the OTCQB as of the latest practicable
date.

Response: We have registered approximately one third
of our public float as limited by commission rule. At the time of the filing we had 29,384,432 shares outstanding according to
our transfer agent. Of those, 20,433,568 were held by insiders. In addition, several hundred thousand shares had recently been
issued to consultants and investors, and were still within the 6 month restriction period. Our calculations told us that just over
8,500,000 shares were not held by insiders, and were already beyond the mandatory 6 month restriction period. The 2,838,000 number
of shares represented approximately one third of those 8,500,000 shares. We have also updated the closing price to a later date.

 3. Comment: Sections 6.3 and 7.2(c) of the Equity Purchase Agreement suggest that Black Forest
Capital is not irrevocably bound to purchase your securities and, accordingly, the transaction with Black Forest Capital may not
be “complete.” In particular, Section 6.3 of the EPA required you to covenant not to take certain actions without the
written consent of Black Forest Capital; including entering into any other “equity line of credit agreement with any other
party or issue any promissory note convertible into common stock to any other party.” Please explain whether Black Forest
Capital retains discretion regarding whether to accept a put or waive a condition precedent to the company’s ability to issue
a put notice. Please refer to Compliance and Disclosure Interpretations: Securities Act Sections, Question 139.15.

Response: The Company has not and will not enter into
another equity line of credit while this facility remains available. Such event is entirely in the Company’s control and
discretion. Black Forest Capital has no discretion to refuse a put as required by the CDI.

    2

 4. Comment:
Please disclose the full discounted price at which Black Forest Capital will receive the shares. Your disclosure should clearly
explain any fees or commission you paid to enter into the equity purchase agreement, whether in cash or securities, and any fees
or commissions payable at the time of any put. We note your disclosure on page 34 that you have a convertible note with a principal
amount of $32,500 owed to Black Forest issued in connection with the EPA.

Response: The requested disclosures have been made.

 5. Comment: Please include a risk factor to disclose the impact that the issuance of the common
stock underlying your February 8 Note and March 23 Note could have on the market price of your stock.

Response: The requested disclosure has been made.

 6. Comment: We note the additional $87,500 convertible promissory note and the related securities
purchase agreement with which you entered with Black Forest Capital on March 23, 2017. Please revise your filing to disclose this
transaction.

Response: The requested disclosure has been made.

 7. Comment: Please revise your filing to disclose all the Convertible Notes you executed in
March 2017 as disclosed in your Form 8-K filed on March 28, 2017.

Response: The requested disclosure has been made.

Very truly yours,

/s/ Frank J Hariton

3

Mail Stop 4628
May 5, 2017

Sean Folkson
President and Chief Executive Officer
NightFood Holdings, Inc.
520 White Plains Road, Suite 5 00
Tarrytown, NY 10591

Re: NightFood Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed April 24, 2017
File No. 333 -216709

Dear M r. Folkson :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understan d 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, plea se 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.

General

1. Upon executing the Equity Purchase  Agreement  with Black Forest Capital, LLC (“Black
Forest Capital”) that you filed as Exhibit 10.1 to your Form 8 -K on February 13, 2017
(the “EPA”) , you also issued a Convertible Promissory Not e to Black Forest Capital  in
the principal  amount of $32,500  (the “Februa ry 8 Note”) .  Additionally, as disclosed in
your Form 8 -K on March 28, 2017, you issued an additional Convertible Promissory
Note to Black Forest Capital for the principal amount of $87,500 (the “March 23 Note”)
and also entered into a related Securities P urchase Agreement.  Based on the balance
sheet information included in the Form S -1, it appears that you do not have the present
ability to repay th ese notes without recourse to the funds you expect to receive in
connection with new issuances of stock purs uant to the EPA.  We observe that the Notes
provide for the potential issuance of shares of common stock in connection with the note
repayments .  Furthermore, it appears that you will use the equity line to repay the

Sean Folkson
NightFood Holdings,  Inc.
May 5, 2017
Page 2

 compan y’s indebtedness to Black Forest Capital .  In these circumstances, it is the staff’s
view that the proposed equity line transaction would not be permissible as an indirect
primary offering.  As described  in the Notes , the investor would have the ability to
determine the timing and pricing  of common stock issuable upon conversion.  For general
guidance regarding equity line issues, you may refer to Compliance and Disclosure
Interpretations: Securities Act Sections, Questions 139.12 – 139.24, available  at
http://sec.gov/divisions/corpfin/guidance/sasinterp.htm .

Please withdraw your registration statement, or in the alternative , if you enter into a
different or amended equity purchase agreement, or an amended note, which has different
attributes, you may amend your  registration statement and file any amended agreements
at that time.

Cover Page

2. Please revise to disclose the maximum number of shares of your common stock that
Black Forest Capital may acquire pursuant to the equity line agreement based on the
current market price of your shares of common stock and ignoring any caps on the
number of shares that Black Forest Capital may own at any time.  In this regard, we note
that you are registering 2,838,000 million shares of common stock under the agreement.
We also note, however, that the equity line financing is for $5 million and that your
common stock was valued at $ 0.158 per share as of April 7, 2017.  In connection with
this response, please provide us with your computations with respect to how  you
calculated  this share amount.  Revise your filing to disclose  also the percentage of
outstandi ng securities of the company the shares represent (without giving effect to the
conversion or exercise of any outstanding convertible or exercisable securities).

When revising your filing, please update your share price to reflect your closing p rice on
the OTCQB as of the latest practicable d ate.

Determination of Offering Price, page 12

Equity Purchase Agreement, page 12

3. Sections 6.3  and 7.2(c)  of the Equity Purchase Agreement suggest that Black Forest
Capital is not irrevocably bound to purchase your s ecurities and, accordingly, the
transaction with Black Forest Capital may not be “complete.”  In particular, Section 6.3
of the  EPA  required you to  covenant not to take certain actions without the written
consent of Black Forest  Capital ; including entering  into any other “equity line of credit
agreement with any other party or issue any promissory note convertible into common
stock to any other party.”  Please explain whether Black Forest Capital retains discretion
regarding whether to accept a put or w aive a condition precedent to the company’s ability
to issue a put notice.   Please refer to Compliance and Disclosure Interpretations:
Securities Act Secti ons, Question  139.15.

Sean Folkson
NightFood Holdings,  Inc.
May 5, 2017
Page 3

4. Please disclose the full discounted price at which Black Forest Capital will receive the
shares.  Your disclosure should clearly explain any fees or commission you paid to enter
into the equity purchase agreement, whether  in cash or securities, and any fees or
commiss ions payable at the time of any put.  We note  your disclosure on page 34 that you
have a convertible note with a principal amount of $32,500 owed to Black Forest issued
in connection with the EPA .

Risk Factors , page 3

5. Please include a risk factor to disclose the impact that the issuance of the common stock
underlying your February 8 Note and March 23 Note could have on the market price of
your stock.

Relationship Between the Issuer and the Selling Security Holder, page  32

6. We note the additional $87,500 convertible promissory note and the related securities
purchase agreement with which you entered with Black Forest Capital on March 23,
2017.  Please revise your filing to disclose this  transaction .

Warrants or Convert ible Securities, page 34

7. Please revise your filing to disclose all the Convertible Note s you executed in March
2017  as disclosed in  your Form 8 -K filed on March 28, 2017.

Please contact Jason Langford , Staff Attorney,  at 202 -551-3193 or , in his absence,  me at
202-551-3642 with any questions.

Sincerely,

/s/ Loan Lauren P. Nguyen

Loan Lauren P. Nguyen
Legal Branch Chief
Office of Natural Resources

cc: Frank J. Hariton , Esq.

CORRESP
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FRANK J. HARITON ATTORNEY
- AT - LAW

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

April 24, 2017

Loan Lauren P. Nguyen

Legal Branch Chief, Office of Natural Resources

Securities and Exchange Commission

Washington, D.C. 20549

 Re: Nightfood Holdings, Inc. (the “Registrant”)

Amendment Number 1 to Registration Statement on
Form S-1

Filed April 24, 2017

File Number 333-216709

Dear Ms. Nguyen:

This letter accompanies the above filing and
confirms that the amendment reflects an updating from the material previously filed. The only material change reflected in the
amendment is to note that that the Registrant’s common stock is now quoted on the OTCQB. This change was affected in response
to the Staff’s comment letter, dated March 28, 2017.

If you have any questions or require further
information, do not hesitate to contact me at 914-674-4373.

Very truly yours,

/s/ Frank J. Hariton

Frank J. Hariton

Mail Stop 4628
March 2 8, 2017

Sean Folkson
President and Chief Executive Officer
NightFood Holdings, Inc.
500 White Plains Road, Suite 520
Tarrytown, NY 10591

Re: NightFood Holdings, Inc.
Registration Statement on Form S -1
Filed March 15, 2017
File No.  333-216709

Dear Mr. Folkson :

We have limited our review of your registration statement to those issues w e have
addressed in our comment .  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 comment appl ies 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 this comment , we may have additional comments.

General

1. We note that your registration statement relates to the resale of common stock issuable
under an equity purchase agreement that was  entered into with Black Forest Capital ,
LLC .  However, i t appears that your common stock is quo ted on the OTC Pink
marketplace.  We believe that  the resale offering of shares to be issued un der an equity
line transaction is not available where there is not an active public market for the shares .
It is the staff’s position  that stock quotations on the OTC Pink marketplace do not
constitute a sufficient public market.  We further note your ris k factor disclosures on page
7 regarding the lack of liquidity of your shares on the OTC Pink marketplace.   As you
cannot register the transaction in its current form, please withdraw this registration
statement.  You may refile at a later time the resale of the equity line securities after each
put.  For guidance, please refer  to the Division’ s Compliance and Disclosure
Interpretations, Securities Act Sections, Question 139.13 , which you may find on our

Sean Folkson
NightFood Holdings, Inc.
March 2 8, 2017
Page 2

 website at , http://www.sec.gov/divisions/corpfin/guid ance/sasinterp.htm .  For additional
guidance on equity line transactions, please refer to the Division’ s Compliance and
Disclosure Interpretations, Securiti es Act Sections, Question s 139.1 2, 139.14 – 139.22.

Closing Comments

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 a bsence 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.

Please contact Jason Langford , Staff Attorney,  at 202-551-3193  or, in his absence , me at
202-551-3642 with any questions.

Sincerely,

/s/ Loan Lauren P. Nguyen

Loan Lauren P. Nguyen
Legal Branch Chief
Office of Natural Resources

cc: Frank J. Hariton, Esq.

CORRESP
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NightFood Correspondence 03/21/14

 NightFood Holdings, Inc.

 85 Parkview Road

 Elmsford, New York 10523

 888-888-6444

 March 21, 2014

 Division of Corporate Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

  Re:

 NightFood Holdings, Inc.

 Registration Statement Form S-1 – Acceleration Request

 File No. 333-193347

 Dear Sirs and/or Madam:

 This letter serves as our request, in accordance with Rule 461, for acceleration of the effectiveness of the above-referenced Registration Statement (filed pursuant to Form S-1) to March 24, 2014 at 4:00 p.m., or as soon thereafter as practicable.  We advise you, in connection with Rule 460, that no preliminary prospectuses have been distributed.

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

  ·

 Should the Commission or the staff, acting pursuant to delegated authority, declare our filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

  ·

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

  ·

 NightFood Holdings, Inc. may not assert staff comments and the Declaration of Effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

 NightFood Holdings, Inc.

 /s/ Sean Folkson

 ____________________________________

 Sean Folkson, President

CORRESP
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NightFood Correspondence 03/19/14

 FRANK J. HARITON · ATTORNEY AT LAW

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

 March 19, 2014

 Mr. H. Roger Schwall Assistant Director

 Division of Corporation Finance

 Securities and Exchange Commission

 Washington, D.C. 20549

  Re:

 NightFood Holdings, Inc.

 Amendment Number 3 to Registration Statement on Form S-1

 Filed today

 File Number 333-193347

 Dear Mr. Schwall:

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

  1.

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

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

 Very truly yours,

 /s/ Frank J. Hariton

 Frank J. Hariton

March 18 , 2014

Via E-mail
Sean J. Folkson
Chief Executive  Officer
NightFood Holdings, Inc.
85 Parkview Road
Elmsford, NY  10523

Re: NightFood Holdings, Inc.
Amendment No. 2 to Registration Statement on Form  S-1
Filed March 4, 2014
File No. 333-193347

Dear  Mr. Folkson :

We have reviewed your response letter dated March 4, 2014  as well as your amended
registration statement  and have the following additional comments.

Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appro priate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Amendment No. 2 to Registration Statement on Form S-1 Filed  March 4, 2014

Financial Statements, page F -1

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

Closing Comments

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

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

 all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosu re, they are responsible for the accuracy
and adequacy of the disclosures they have made .

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement fr om the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commiss ion or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding reques ts for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective  date of the
registration statement.

You may contact John Cannarella,  Staff Accountant, at (202) 551 -3337 , or Jenifer
Gallagher, Staff Accountant, at (202) 551 -3706 , if you have questions regarding comments on
the financial statements and related matters.   Please contact Paul Monsour , Staff Attorney, at
(202) 551 -3360 , or Laura Nicholson, Staff Attorney, at (202) 551 -3584,  with any other
questions.

Sincerely,

/s/H. Roger Schwall

H. Roger Schwall
Assistant Director

cc:  Mr. Frank J. Hariton, Esq.

CORRESP
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NightFood Correspondence 03/04/14

 FRANK J. HARITON - ATTORNEY - AT - LAW

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

 March 4, 2014

 Mr. H. Roger Schwall Assistant Director

 Division of Corporation Finance

 Securities and Exchange Commission

 Washington, D.C. 20549

  Re:

 NightFood Holdings, Inc.

 Amendment Number 2 to Registration Statement on Form S-1

 Filed today

 File Number 333-193347

 Dear Mr. Schwall:

 Today we are filing amendment number 2 to the above captioned registration statement.  This amendment principally involves an updating of the material previously filed and changes to the registration statement in response to the staff’s comment letter dated February 28, 2014.  The numbered paragraphs below correspond to the numbered paragraph’s in the staff’s comment letter and set forth our responses thereto:

  1.

 The updated audit report and appropriate edits to the notes have been properly included in this amendment.

  2.

 The requested title changes and footnote information has been provided.

  3.

 We have changed the reference to 2014 in the footnote to 2013.

  4.

 The exhibit has been re-filed in a searchable format.

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

 Very truly yours,

 /s/ Frank J. Hariton

 Frank J. Hariton

February 28 , 2014

Via E-mail
Sean J. Folkson
Chief Executive  Officer
NightFood Holdings, Inc.
85 Parkview Road
Elmsford, NY  10523

Re: NightFood Holdings, Inc.
Amendment No. 1 to Registration Statement on Form  S-1
Filed February 18, 2014
File No. 333-193347

Dear  Mr. Folkson :

We have reviewed your response letter dated February 18, 2014  as well as your amended
registration statement  and have the following additional comments.

Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is a ppropriate, 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-1 Filed  February 18, 2014

Financial Statements, page F -1

1. We note in response to prior comment six from our letter to you dated February 4, 2014
that you have revised NightFood, Inc.’s consolidated balance sheets, statements of
stockholders’ equity an d earnings per share calculations on the face of the statements of
operations to reflect the share exchange on a retroactive basis.  Please tell us why the
audit report has not been updated to address the changes to the historical financial
statements of N ightFood, Inc., and explain why you have not included disclosure in the
notes to the financial statements to reference the retroactive treatment.

Sean J. Folkson
NightFood Holdings, Inc.
February 28 , 2014
Page 2

 Financial Statements, F -12

2. We note your disclosure specifying that NightFood  Holdings, Inc. was incorporated on
October 16, 2013 at which time NightFood, Inc. became a wholly -owned subsidiary.
Please disclose this information in the notes to the December 31, 2013 interim financial
statements and retitle the financial statements a ccordingly.

Note 5 - Capital Stock Activity, page F -17

3. The third bullet point appears to have a typographical error. In this manner, the disclosure
references activity that occurred during the second quarter ended December 31, 2014.
Please revise your di sclosure accordingly.

Exhibits

4. We note your response to prior comment 10 and and reissue such comment.  In that
regard, we note that you have not refiled the relevant exhibit.  Please amend your filing to
resubmit Exhibit 3.1 in a text searchable format.   See Section 5.1 of  the EDGAR Filer
Manual, Volume II: “EDGAR Filing,” Version 25 (September 2013) and Item 301 of
Regulation S -T.

Closing Comments

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 Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible fo r the accuracy
and adequacy of the disclosures they have made .

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledgin g that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pu rsuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Sean J. Folkson
NightFood Holdings, Inc.
February 28 , 2014
Page 3

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact John Ca nnarella,  Staff Accountant, at (202) 551 -3337 , or Jenifer
Gallagher, Staff Accountant, at (202) 551 -3706 , if you have questions regarding comments on
the financial statements and related matters.  Please contact Paul Monsour , Staff Attorney, at
(202) 551 -3360 , or Laura Nicholson, Staff Attorney, at (202) 551 -3584,  with any other
questions.

Sincerely,

/s/H. Roger Schwall

H. Roger Schwall
Assistant Director

cc:  Mr. Frank J. Hariton, Esq.

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NIGHT FOOD Correspondence 02/18/14

 FRANK J. HARITON · ATTORNEY - AT - LAW

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

 February 18, 2014

 Mr. H. Roger Schwall Assistant Director

 Division of Corporation Finance

 Securities and Exchange Commission

 Washington, D.C. 20549

  Re:

 NightFood Holdings, Inc.

 Amendment Number 1 to Registration Statement on Form S-1

 Filed today

 File Number 333-193347

 Dear Mr. Schwall:

 Today we are filing amendment number 1 to the above captioned registration statement.  This amendment principally involves an updating of the material previously filed and changes to the registration statement in response to the staff’s comment letter dated February 4, 2014.  The numbered paragraphs below correspond to the numbered paragraph’s in the staff’s comment letter and set forth our responses thereto:

  1.

 We are providing the third party information to the staff on a supplemental basis.  We did not commission any of the information which we are providing and do not believe that any consents are required for its inclusion.

  2.

 We do not have any definitive plans to register under the 1934 Act and will make that decision at a later date.  Appropriate changes have been made in the amendment that are consistent with the staff’s comment.

  3.

 We have added a disclosure in response to the comment.

  4.

 We have included a management’s discussion and analysis as requested.

  5.

 We have modified the disclosure due to recent developments.  We do not believe the issue remains.

  6.

 Changes have been made to the amendment in response to the comment.

  7.

 Changes have been made to the amendment in response to the comment.

  8.

 Changes have been made to the amendment in response to the comment.

  9.

 Changes have been made to the amendment in response to the comment.

  10.

  The exhibit has been re-filed.

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

 Very truly yours,

 /s/ Frank J. Hariton

 Frank J. Hariton

February 4 , 2014

Via E-mail
Sean J. Folkson
Chief Executive  Officer
NightFood Holdings, Inc.
85 Parkview Road
Elmsford, NY  10523

Re: NightFood Holdings, Inc.
Registration Statement on Form  S-1
Filed January 13, 2014
File No. 333-193347

Dear  Mr. Folkson :

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 bel ieve 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.

Registration Statement on Form S-1 Filed  January 13, 2014

General

1. Please provide us with supplemental support for the statistical claims appearing under
your section entitled “Industry Overview.”  For example, please provide to us a copy of
the referenced third party report.  To expedite our review, please use highlighting or some
other means to show clearly those portions of the materials which support the various
claims, and provide us with a numbered key which shows where support for each
prospectus claim may be found in the ma rked supplemental materials.  For any such third
party report that you have commissioned for use in connection with your registration
statement, please obtain and file the third party’s consent.

Sean J. Folkson
NightFood Holdings, Inc.
February 4 , 2014
Page 2

Risk Factors, page 5

2. Please revise to clarify whether you i ntend to file a 1934 Act registration statement.  In
that regard, you state at page 6 that you antici pate that you will file such a registration
statement , but also state at page 8 that you have no current plans to file a registration
statement on Form 8 -A.

Selling Stockholders, page 11

3. Please disclose whether any selling shareholder is a registered broker -dealer or affiliate of
a registered broker -dealer.  If you determine that a selling shareholder is a registered
broker -dealer, please revise your dis closure to indicate that such sel ling shareholder is an
underwriter, unl ess such selling shareholder received its securities as compensation for
investme nt banking services.  If a selling shareholder is an affiliate of a registered broker -
dealer, please di sclose, if true, that such selling shareholder acquired its shares in the
ordinary course of business and at the time of the acquisition did not have any
arrangements or understandings with  any person to distribute the securities.  If not, you
must indicat e that such selling shareholder is an underwriter.

Management’s Discussion and Analysis or Plan of Operation, page 21

4. Please provide an analysis of your results of operations for the reported financial
statement periods, as required by Item 303(a)(3) of Regulation S -K.

Executive Compensation, page 23

5. You state at page 23 that you have verbal understandings with your executive officers
regarding monthly retainers.  Please disclose any material terms of such understandings.
See Item 402(o)(1) of Regulati on S-K.

Financial Statements, page F -1

6. Please note the financial statement updating requirements outlined in Rule 8 -08 of
Regulation S -X when filing your next amendment t o the registration statement.  It is our
understanding that NightFood Holdings, Inc.  and NightFood, Inc. are entities under
common control; therefore, you should comply with the guidance set forth in FASB ASC
805-50-45-2 when presenting your interim financial statements as and for the six months
ended December 31, 2013.  In addition, the share exchange between these two entities
essentially represents a stock split that should be given retroactive effect in the balance
sheets of NightFood, Inc.  Refer to FASB ASCs 505 -10-S99-4 and 260 -10-55-12 for
additional guidance.

Sean J. Folkson
NightFood Holdings, Inc.
February 4 , 2014
Page 3

 Note 5 – Inventory,  page F -9

7. Please disclose your basis for determining inventory costs to comply with FASB ASC
330-10-50-1.

Note 12 – Subsequent Events, page F -11

8. Please revise the third bullet point as it appears to be an extraneous disclosure.

Unaudited Pro Forma Condensed Combined Financial Statements, page F -12

9. Please note you are not required to present pro forma financial information as the interim
financial statements required to be included in your next amendment to the registration
statement will reflect th e merger.

Exhibits

10. Exhibit  3.1 was electronically filed in an un -searchable format.  Please ame nd your filing
to resubmit this exhibit  in a text searchable format.  See Section 5.1 of  the EDGAR Filer
Manual, Volume II: “EDGAR Filing,” Version 25 (September  2013) and Item  301 of
Regulation S -T.

Closing Comments

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 Act of 1933 and
all applicable Securities Act rules require.  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 .

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority,  declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve t he company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

Sean J. Folkson
NightFood Holdings, Inc.
February 4 , 2014
Page 4

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

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above regi stration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact John Cannarella,  Staff Accountant, at (202) 551 -3337 , or Jenifer
Gallagher, Staff Accountant, at (202) 551 -3706 , if you have questions regarding comments on
the financial statements and related matters.  Please contact Paul Monsour , Staff Attorney, at
(202) 551 -3360 , or Laura Nicholson, Staff Attorney, at (202) 551 -3584 , with any other
questions.

Sincerely,

/s/H. Roger Schwall

H. Roger Schwall
Assistant Director

cc:  Mr. Frank J. Hariton, Esq.