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Washington, D.C. 20549













Date of report (Date of earliest event reported): April 12, 2022



(Exact Name of Registrant as Specified in Charter)


Nevada   000-55406   46-3885019

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification No.)


520 White Plains Road – Suite 500

Tarrytown, New York 10591

(Address of Principal Executive Offices) (Zip Code)


Registrant’s telephone number, including area code: (888) 888-6444 


(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 


Emerging Growth Company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Not applicable   Not applicable   Not applicable







Item 4.01 Change in Registrant’s Certifying Accountant


On April 12, 2022, Nightfood Holdings, Inc. (the “Company”) dismissed RBSM LLP (“RBSM”), as its independent registered accountant and engaged Gries and Associates, LLC (“Gries”), to serve as its independent registered accounting firm. RBSM’s audit reports on the Company’s financial statements for the fiscal years ended June 30, 2021 and 2020 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that, the audit reports included an explanatory paragraph with respect to the uncertainty as to the Company’s ability to continue as a going concern. During the years ended June 30, 2021 and 2020 and during the subsequent interim periods preceding the date of RBSM’s dismissal, there were (i) no disagreements with RBSM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, and (ii) no reportable events (as that term is defined in Item 304(a)(1)(v) of Regulation S-K). Notwithstanding the foregoing, the Company communicated to RBSM that its internal controls were not effective due to a lack of resources.


Prior to engaging Gries, the Company did not consult with Gries regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s financial statements.


The Company has requested RBSM to furnish it with a letter addressed to the SEC stating whether it agrees with the statements made above by the Company. The Company has filed this letter as an exhibit to this Form 8-K. 


Item 7.01 Regulation FD Disclosure.


On April 17, 2022, the Company issued a press release to announce that it has received its first purchase orders for the national rollout of Nightfood ice cream pints into a major extended-stay hotel chain with approximately 500 locations in the United States. The Company expects additional purchase orders to complete the national rollout in the coming days, with the ice cream scheduled to be in the hotel chain’s freezers coast-to-coast in May.


Because of the high-margin nature of hotel distribution, management of the Company believes profitability can be achieved when Nightfood ice cream pint distribution reaches approximately 4,000 hotels, which is approximately 7 percent of the estimated 56,000 hotels in the United States.


The press release, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.1 is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This Item 7.01 and Exhibit 99.1 will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1).


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


Exhibit Number   Description


  Letter from RBSM LLP
99.1   Press release
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: April 18, 2022


  By: /s/ Sean Folkson
  Name:  Sean Folkson
  Title: Chief Executive Officer