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                          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.