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

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

NIGHTFOOD HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

46-3885019

 

State or jurisdiction of
incorporation or organization

 

 

(I.R.S. Employer
Identification No.)

 

520 White Plains Road, Suite 500 Tarrytown, New York

 

15091

(Address of  principal executive offices)

 

 

(Zip Code)

 

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

Title of each class
to be so registered


Not Applicable

 

Name of each exchange on which
each class is to be registered


Not Applicable

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box   [   ]

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box   [X]

 

Securities Act registration statement file number to which this form relates:  (if applicable)  333-193344

 

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

 

Common Stock, $0.001 par value

(Title of Class)







Item 1.

Description of Registrant's Securities to be Registered.

Incorporated by reference to "Description of Securities in Registration Statement on Form S-1 number 333-193344 (the "Registration Statement")


Item 2.

Exhibits.

The following exhibits are filed as a part of this registration statement:

Exhibit Number 

Description 

3.1

Certificate of Incorporation (1)

3.2

Bylaws (1)

4.1

Subscription Agreements (1)

 

(1)

Included as exhibits to our Registration Statement on Form S-1 filed with the SEC on January 13, 2014





SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

NIGHTFOOD HOLDINGS, INC.

Date:  March 25, 2015


/s/ Sean Folkson

Sean Folkson

CEO