FRANK J. HARITONATTORNEY - 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