Nightfood Holdings, Inc.

520 White Plains Road, Suite 500

Tarrytown, New York 10591


October 20, 2022




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