As Filed with the Securities and Exchange Commission January 13, 2014Registration No.: 333-_______

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

NIGHTFOOD HOLDINGS, INC.

Nevada SIC 3119 46-3885019(State or Other Jurisdiction of

Organization)(Primary Standard Industrial

Classification Code)(IRS Employer Identification #)

NightFoodHoldings, Inc.85 Parkview Road

Elmsford, New York 10523888-888-6444

(Address and telephone of registrant’s executive office)

Mr. Sean FolksonNightFoodHoldings, Inc.

85 Parkview RoadElmsford, New York 10523

(212) 828-8275(Name, address and telephone of agent for service of process)

Copies of all communication to:

Frank J. Hariton, Esq.1065 Dobbs Ferry RoadWhite Plains, NY 10607

Telephone (914) 674-4373Fax (914) 693-2963

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date ofthis prospectus

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933, please check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

(1)

Indicate by check mar whether the registrant is a large accelerated filer, a non accelerated filer, a non-accelerated filer or a smaller reportingcompany. See definitions of “large accelerated filer”, “accelerated filer”, a “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer [ ] Accelerated Filer [ ] Non-accelerated Filer [ ] Smaller Reporting Company [X]

CALCULATION OF REGISTRATION FEE

Title Of Each Class OfSecurities To Be

RegisteredAmount To Be

Registered

Proposed MaximumOffering Price Per

Share

Proposed MaximumAggregate Offering

Price

Amount ofRegistration Fee

(1)Common Stock, par value$.001 per share (1) 2,794,500 $0.26 $726,570 $95.00

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) underthe Securities Act of '33, as amended. As of the date hereof, there is no established public market for thecommon stock being registered. Accordingly, the Company is using its sales price in its private placement of$0.25 per share plus $0.01 so that the investors may realize a profit.

WE HEREBY AMEND THIS REGISTRATION STATEMENT ON DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVEDATE UNTIL WE SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATIONSTATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACTOF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON DATES AS THE COMMISSION,ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filedwith the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting anoffer to buy these securities in any state where the offer or sale is not permitted.

NIGHTFOOD HOLDINGS, INC.

Up to 2,794,500 Shares of Common Stock

Offering Price: $0.26 per share

This is a resale prospectus for the resale of up to 2,794,500 shares of our common stock by the selling stockholders listed herein in our initialpublic offering. We will not receive any proceeds from the sale of the shares.

Our common stock is not traded on any public market and, although we intend to initiate steps to have our common stock quoted on the Overthe Counter Bulletin Board (“OTCBB”) maintained by the Financial Industry Regulatory Authority ("FINRA") upon the effectiveness of theregistration statement of which this prospectus is a part, we may not be successful in such efforts, and our common stock may never trade inany market. We have not yet contacted any broker-dealer to request that they apply to have our stock included on the OTCBB.

Selling stockholders selling pursuant to this prospectus will sell at a fixed price of $0.26 per share until our common shares are quoted on theOTCBB and thereafter all selling stockholders other than our sole corporate officer will sell at prevailing market prices, or privately negotiatedprices. Our two officers, who are deemed to be underwriters, must offer their shares at a fixed price of $0.26 per share even if our shares arequoted on the OTCBB. NightFood Holdings, Inc. is in a developmental stage and intends to market nutritional snacks that are appropriate forevening consumption. We will require substantial additional funding to meet all of our business objectives.

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We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, assuch, may elect to comply with certain reduced public company reporting requirements for future filings.

INVESTING IN OUR COMMON STOCK INVOLVES VERY HIGH RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE5.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HASAPPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE

PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is January 13, 2014.

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SUMMARY OF OUR OFFERING

The following summary information is a summary of information that appears elsewhere in this Prospectus. Prospective investors are advisedthat they should read the financial and other information contained herein in its entirety.

OUR BUSINESS

NightFood Holdings, Inc. (“we”, “us” “the Company” or “NightFood”) is a Nevada corporation organized on October 16, 2013 to acquire allof the issued and outstanding shares of NightFood, Inc., a New York corporation (the “Subsidiary”) from its sole shareholder, Sean Folkson. All of our operations are conducted by the subsidiary. We are in the business of developing a functional food line of snacks that are suitablefor evening consumption and which may promote better sleep. A large number of Americans snack in the evening or at night andmanagement believes that our products are unique in the functional food industry and that there is a substantial market for our products. Wehave developed a “cookies and cream” flavored snack/nutrition bar and have conducted limited production runs to test our product’sacceptance. We have other potential evening appropriate snacks that may be developed in the next year. Our offices are located at 85Parkview Road, Elmsford, New York 10523 and our telephone number is (888) 888-6444. We maintain a web site at www.nightfood.com. Any information that may appear on our web site should not be deemed to be a part of this prospectus

About This Offering

The Offering Securities being offered: Up to 2,794,500 shares of common stock, par value $0.001,

by the selling stockholders. Offering price per share: $0.26 Offering period: The shares will be offered on a time-to-time basis by the

selling stockholders. Net proceeds: We will not receive any proceeds from the sale of the shares. Use of proceeds: We will not receive any proceeds from the sale of the shares. Number of Shares of Common Stock and PreferredStock Authorized and Outstanding:

1000,000,000 shares of common stock authorized,25,108,560 shares issued and outstanding, 1,000,000 sharesof blank check preferred stock authorized – none issued ordesignated

There is no trading market for our shares. We intend to find a broker dealer to sponsor us for inclusion on the Over the Counter BulletinBoard and thereafter we hope that a trading market will develop. To date we have not contacted any broker-dealer to act as a sponsor for ourstock. Selling stockholders will sell at a fixed price of $0.26 per share until our common shares are quoted on the Over-the-Counter BulletinBoard and thereafter at prevailing market prices, or privately negotiated prices. Our two officers, who are deemed to be underwriters, mustoffer their shares at a fixed price of $0.26 per share even if our shares are quoted on the OTCBB.

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$ 897 $ 913 $ 4,348 $ 2,589 $ 950 $ 4,384 $ 168,319 $ 189,393 $ 203,307 $ (165,730) $ (188,443) $ (197,333)

$ 2,589 $ 950 $ 4,384

$ 22,344 $ 5,817 $ 795 $ 100,514 $ 16,557 $ 6,338 $ (89,803) $ (22,713) $ (9,490)

Selected Financial Information

BALANCE SHEET DATA: As of

June 30, As of

September 30, 2012 2013 2013 (Unaudited)Cash Total Assets Liabilities Stockholders’ (Deficit) Total Liabilities andStockholder’s Equity STATEMENT OF OPERATIONS DATA: For the

year endedJune 30,

For the threeMonth Period Ended

September 30, 2012 2013 2013 (Unaudited)Revenues: Operating expenses: Net (loss):

The foregoing summary information is qualified by and should be read in conjunction with our audited financial statements and accompanyingfootnotes.

RISK FACTORS

You should carefully consider the following factors in evaluating our business, operations and financial condition. The occurrence of any thefollowing risks could have a material adverse affect on our business, financial condition and results of operations.

Risks Related to Our Business

We have had limited operations and require substantial additional funds to execute our business plan. We have had limitedoperations, principally consisting of one production run and test marketing of our product in 25 retail locations, but the bulk of our sales haveresulted from our website. We generated revenue of $22,344 in the year ended June 30, 2012 and $5,817 in the year ended June 30, 2013. Because our capital resources have been extremely limited we have been unable to fund continual production of our product through contractmanufacturers. Unless we are able to leverage our status as a public company into effective fundraising to fund our capital requirements, wewill not be able to execute on our business plan and purchasers of our stock will be likely to lose their investment.

Our independent auditors have expressed doubt about our ability to continue as a going concern. We received a report on ourfinancial statements for the years ended June 30, 20013 and June 30, 2012 from our independent registered public accounting firm thatincludes an explanatory paragraph and a footnote stating that there is substantial doubt about our ability to continue as a going concern due toits loses and negative net worth. Inclusion of a “going concern qualification” in the report of our independent accountants may have a negativeimpact on our ability to obtain financing and may adversely impact our stock price in any market that may develop.

We must remain uncertain of our proposed products’ market acceptance. Although management firmly believes that snacks designedfor evening consumption is a viable niche market with a potential for attractive returns for investors, this belief is largely based on informalobservations and we have not conducted any formal marketing studies. Our limited resources preclude us from doing so. If management iswrong in its belief and there is an insufficient market for our products, it is likely we will fail and investors will lose their investment.

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We are not subject to all of the requirements of the Securities Exchange Act of 1934 ("34 Act") and this will limit informationavailable about us. We will be subject to the information and reporting requirements of the Securities Exchange Act of 1934 and filedcurrent reports, periodic reports, annual reports, and other information with the Securities and Exchange Commission, after the effective dateof the Registration Statement of which this prospectus forms a part. We also anticipate that we will file a 1934 Act registration statement. Accordingly, we may become subject to proxy rules and Section 16 or 14 of the 1934 Act. However, until such time as we do file a 34 Actregistration statement information regarding securities holdings of our officers, directors and 10% stockholders will not be made available on acurrent basis and we will be able to take shareholder actions without complying with the SEC's proxy rules. In addition, Section 15(d) of the34 Act provides an automatic suspension of the periodic reporting obligation as to any fiscal year (except the fiscal year in which theregistration statement became effective) if an issuer has fewer than 300 security holders of record at the beginning of such fiscal year. Although we intend to file periodic reports, we could cease to do so at any time.

Our ability to hire additional personnel is important to the continued growth of our business. Our continued success depends uponour ability to attract and retain a group of motivated marketing and business support professionals. Our growth may be limited if we cannotrecruit and retain a sufficient number of people. We cannot guarantee that we will be able to hire and retain a sufficient number of qualifiedpersonnel.

We may face substantial competition. Competition in all aspects of the functional food industry is intense. We will compete against bothlarge conglomerates with substantial resources and smaller companies, including new companies that might be formed with resources similarto our own. Competitors may seek to duplicate the perceived benefits of our products in ways that do not infringe on any proprietary rightsthat we can protect. As a result we could find that our entire marketing plan and business model is undercut or made irrelevant by actions ofother companies under which we have no control. We cannot promise that we can accomplish our marketing goals and as a result mayexperience negative impact upon our operating results.

Our success depends to a large extent upon the continued service of key managerial employees and our ability to attract and retainqualified personnel. Specifically, we are highly dependent on the ability and experience of our key employees, Sean Folkson, our presidentand CEO and Peter Leighton, our Vice President. We do not have an employment agreement with either of Mr. Folkson or Mr. Leighton. The loss of either Mr. Folkson or Mr. Leighton would present a significant setback for us and could impede the implementation of ourbusiness plan. There is no assurance that we will be successful in acquiring and retaining qualified personnel to execute our current plan ofoperations.

The ability of our officers to control our business will limit minority shareholders' ability to influence corporate affairs. Ourpresident, Sean Folkson, owns 15,895,500 shares and our Vice President Peter Leighton owns 4,000,000 shares or an aggregate ofapproximately 79.2 % of our 25,108,560 issued and outstanding shares. Even if they were to sell all of their shares that are covered by thisprospectus, they would still own 17,955,500 shares or approximately 71.5% of our issued and outstanding shares. Because of their stockownership, our officers will be in a position to continue to elect our board of directors, decide all matters requiring stockholder approval anddetermine our policies. The interests of our president may differ from the interests of other shareholders with respect to the issuance of shares,business transactions with or sales to other companies, selection of officers and directors and other business decisions. The minorityshareholders would have no way of overriding decisions made by our president. This level of control may also have an adverse impact on themarket value of our shares because he may institute or undertake transactions, policies or programs that result in losses, may not take any stepsto increase our visibility in the financial community and/ or may sell sufficient numbers of shares to significantly decrease our price per share.

If we do not receive additional financing we will not be able to execute our planned expansion. We require between $400,000 and$1,000,000 in debt or equity financing to affect a planned expansion of our operations and roll out of our existing and any future products. Management believes that it will be able to raise funds for us after this registration statement becomes effective and after we commencetrading on the Over the Counter Bulletin Board (“OTCBB”) as investors would see that there would be an “exit strategy” for their investment. However, this may not prove to be the case and we cannot be certain that we will become OTCBB listed or that, even if we do, that additionalfunds will be raised. No one has committed to invest the money we need to complete our planned operations. If we cannot raise additionalfunds, it is unlikely that we will be able to support a stock price close to the amount paid by our investors and our investors may lose all ormost of their investment. Recent economic

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developments and the current economic climate may make it especially difficult to raise additional funds. If we do not raise additional funds,we may be required to abandon our current business plan and either operate our plan on a much smaller scaled basis or seek a different line ofbusiness. However, we will use our concerted best efforts to seek additional funds and affect our planned business and we have no otherpresent plans.

We may be exposed to potential risks resulting from new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we will be required to include in our annual report our assessment of theeffectiveness of our internal control over financial reporting as of the end of our fiscal year, at such time as we are required to file an annualreport pursuant to section 13(a) or 15(d) of the Exchange Act. Furthermore, our independent registered public accounting firm will berequired to attest to whether our assessment of the effectiveness of our internal control over financial reporting is fairly stated in all materialrespects and separately report on whether it believes we have maintained, in all material respects, effective internal control over financialreporting as of the end of our fiscal year. We have not yet completed our assessment of the effectiveness of our internal control over financialreporting. We expect to incur additional expenses and diversion of management's time as a result of performing the system and processevaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements. Ourinitial annual report may contain a statement to the effect that "This annual report does not include a report of management's assessmentregarding internal control over financial reporting or an attestation report of the company's registered public accounting firm due to a transitionperiod established by rules of the Securities and Exchange Commission for newly public companies."

We do not have a sufficient number of employees to segregate responsibilities and are presently unable to afford increasing ourstaff or engaging outside consultants or professionals to overcome our lack of employees, and this may impair our ability toeffectively comply with Section 404 of the Sarbanes-Oxley Act. We currently do not have any employees and rely on our CEO, SeanFolkson and our Vice President/CMO Peter Leighton to perform all executive functions. Accordingly, we cannot segregate duties to providesufficient review of our financial activity. During the course of our testing our financial procedures, we may identify other deficiencies that wemay not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section404. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented oramended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly thoserelated to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud. If wecannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidencein our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly. Ourofficers’ lack of experience in accounting and financial matters may make our efforts to comply more difficult and cause us to hire consultantsto assist him cutting into our resources.

Implications of Being an Emerging Growth Company. As a company with less than $1.0 billion in revenue during its last fiscal year, wequalify as an "emerging growth company" as defined in the JOBS Act. For as long as a company is deemed to be an emerging growthcompany, it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other publiccompanies. These provisions include:

a requirement to have only two years of audited financial statements and only two years of related Management's Discussion andAnalysis included in an initial public offering registration statement;an exemption to provide less than five years of selected financial data in an initial public offering registration statement;an exemption from the auditor attestation requirement in the assessment of the emerging growth company's internal controls overfinancial reporting;an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies;an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiringmandatory audit firm rotation or a supplement to the auditor's report in which the auditor would be required to provide additionalinformation about the audit and the financial statements of the issuer; andreduced disclosure about the emerging growth company's executive compensation arrangements.

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An emerging growth company is also exempt from Section 404(b) of Sarbanes Oxley which requires that the registered accounting firm shall,in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financialreporting. Similarly, as a Smaller Reporting Company we are exempt from Section 404(b) of the Sarbanes-Oxley Act and our independentregistered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting untilsuch time as we cease being a Smaller Reporting Company.

As an emerging growth company, we are exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require theshareholder approval of executive compensation and golden parachutes.

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided inSection 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growthcompany can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We haveelected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to thoseof companies that comply with such new or revised accounting standards.

We would cease to be an emerging growth company upon the earliest of:

the first fiscal year following the fifth anniversary of this offering,the first fiscal year after our annual gross revenues are $1 billion or more,the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, oras of the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of theend of the second quarter of that fiscal year.

You may have limited access to information regarding our business because our obligations to file periodic reports with the SECcould be automatically suspended under certain circumstances. As of effectiveness of our registration statement of which thisprospectus is a part, we will be required to file periodic reports with the SEC which will be immediately available to the public for inspectionand copying (see “Where You Can Find More Information” elsewhere in this prospectus). Except during the year that our registrationstatement becomes effective, these reporting obligations may (in our discretion) be automatically suspended under Section 15(d) of theExchange Act if we have less than 300 shareholders and do not file a registration statement on Form 8A (which we have no current plans tofile). If this occurs after the year in which our registration statement becomes effective, we will no longer be obligated to file periodic reportswith the SEC and your access to our business information would then be even more restricted. After this registration statement on Form S-1becomes effective, we will be required to deliver periodic reports to security holders. However, we will not be required to furnish proxystatements to security holders and our directors, officers and principal beneficial owners will not be required to report their beneficialownership of securities to the SEC pursuant to Section 16 of the Exchange Act. Previously, a company with more than 500 shareholders ofrecord and $10 million in assets had to register under the Exchange Act. However, the JOBS Act raises the minimum shareholder thresholdfrom 500 to either 2,000 persons or 500 persons who are not "accredited investors" (or 2,000 persons in the case of banks and bank holdingcompanies). The JOBS Act excludes securities received by employees pursuant to employee stock incentive plans for purposes of calculatingthe shareholder threshold. This means that access to information regarding our business and operations will be limited.

Risks Related to Our Common Stock

Currently, there is no active public market for our securities, and there can be no assurances that any public market will everdevelop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant pricefluctuations. Prior to the date of this prospectus, there has not been any established trading market for our common stock, and there iscurrently no public market whatsoever for our securities. We plan to have our common stock listed on the OTC Bulletin Board ("OTCBB")maintained by the FINRA, but we have not selected a market maker to make an application for us and we can give no assurance that this goalwill be accomplished. Even if we obtain a trading symbol, there can be no assurances as to whether any market for our shares will everdevelop or the prices at which our common stock will trade. If the application is accepted, we cannot predict the extent to which investorinterest in us will lead to the development of an active,

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liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders forinvestors.

In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makersfor the common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our commonstock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuatesignificantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depthand liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referredto elsewhere in these Risk Factors, investor perception, and general economic and market conditions. No assurances can be given that anorderly or liquid market will ever develop for the shares of our common stock. Because of the anticipated low price of the securities, manybrokerage firms may not be willing to effect transactions in these securities. See "Plan of Distribution" subsection entitled "SellingShareholders and any purchasers of our securities should be aware that any market that develops in our stock will be subject to the pennystock restrictions."

Our board of directors is authorized to issue shares of preferred stock, which may have rights and preferences detrimental to therights of the holders of our common shares. We are authorized to issue up to 1,000,000 shares of preferred stock, $0.001 par value. As ofthe date of this prospectus, we have not issued any shares of preferred stock and have no plans to do so. Our preferred stock may bear suchrights and preferences, including dividend and liquidation preferences, as the Board of Directors may fix and determine from time to time. Any such preferences may operate to the detriment of the rights of the holders of the common stock being offered hereby.

Our articles of incorporation provide for indemnification of officers and directors at our expense and limit their liability that mayresult in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefitof officers and/or directors. Our articles of incorporation and applicable Nevada law provide for the indemnification of our directors,officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation towhich they become a party arising from their association with or activities on our behalf. This indemnification policy could result insubstantial expenditures by us, which we will be unable to recoup.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against publicpolicy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against thesetypes of liabilities, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successfuldefense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities beingregistered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriatejurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by thefinal adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in usreceiving negative publicity, either of which factors is are likely to materially reduce the market and price for our shares, if such a market everdevelops.

Any market that develops in shares of our common stock will be subject to the penny stock restrictions that are likely to create alack of liquidity and make trading difficult or impossible. Until our shares of common stock qualify for inclusion in the NASDAQsystem, if ever, the trading of our securities, if any, will be in the over-the-counter market which is commonly referred to as the OTCBB asmaintained by the FINRA. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of oursecurities.

SEC Rule 15g-9 (as most recently amended and effective on September 12, 2005) establishes the definition of a "penny stock," for purposesrelevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share,subject to a limited number of exceptions. It is likely that our shares will be considered to be penny stocks for the immediately foreseeablefuture. This classification severely and adversely affects the market liquidity for our common stock. For any transaction involving a pennystock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and thebroker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to bepurchased.

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In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investmentexperience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that personand that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in pennystocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to thepenny stock market, which, in highlight form, sets forth:

the basis on which the broker or dealer made the suitability determination, andthat the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissionspayable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available toan investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information forthe penny stock held in the account and information on the limited market in penny stocks.

Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or mayencounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holdersto sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. Theseadditional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares in allprobability will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood, find it difficult tosell their securities. Recently, several brokerage firms and clearing firms have adopted special “house rules” which make it more difficult fortheir customers to hold or trade low priced stock and these rules may make it difficult for our shareholders to sell their stock.

We do not intend to pay dividends on our common stock. We have not paid any dividends on our common stock to date and there are noplans for paying dividends on the common stock in the foreseeable future. We intend to retain earnings, if any, to provide funds for theimplementation of our business plan. We do not intend to declare or pay any dividends in the foreseeable future. Therefore, there can be noassurance that holders of our common stock will receive any additional cash, stock or other dividends on their shares of our common stockuntil we have funds which the Board of Directors determines can be allocated to dividends.

If a market develops for our shares, sales of our shares relying upon rule 144 may depress prices in that market by a materialamount. All of the outstanding shares of our common stock are "restricted securities" within the meaning of Rule 144 under the SecuritiesAct of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under therequirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who has held restricted securities for a prescribed period may, under certain conditions, sell theirshares as a result of revisions to Rule 144 which became effective on or about February 15, 2008, there is no limit on the amount of restrictedsecurities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90consecutive days) after the restricted securities have been held by the owner for a period of six months. A sale under Rule 144 or under anyother exemption from the Act, if available, or pursuant to registration of shares of common stock of present stockholders, may have adepressive effect upon the price of the common stock in any market that may develop.

Any trading market that may develop may be restricted by virtue of state securities "Blue Sky" laws to the extent they prohibittrading absent compliance with individual state laws. These restrictions may make it difficult or impossible to sell shares in those states. There is no public market for our common stock, and there can be no assurance that any public market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states andforeign jurisdictions, commonly referred to as "Blue Sky" laws. Absent compliance with such individual state laws, our common stock maynot be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the “Blue Sky” lawsof any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, shouldbe aware that there may be significant state “Blue Sky” law restrictions upon the ability of investors to sell the securities and of purchasers topurchase the

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securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend and may not be able to qualifysecurities for resale in approximately 17 states that do not offer manual exemptions and require shares to be qualified before they can be resoldby our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one. See also "Plan ofDistribution-State Securities-Blue Sky Laws."

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of shares of the common stock offered by the selling stockholders. We are registering2,794,500 of our 25,108,560 currently outstanding shares for resale to provide the holders thereof with freely tradable securities, but theregistration of such shares does not necessarily mean that any of such shares will be offered or sold by the holders thereof.

SELLING STOCKHOLDERS

From our formation through the date of this Prospectus, 25,108,560 shares of common stock have been issued to and we have 45 holders:

The Company was incorporated on October 16, 2013 at which time 20,000000 shares of common stock were issued to the Company’sfounder, Sean Folkson, in exchange for the stock of NightFood, Inc. a New York corporation. Mr. Folkson transferred 4,000,000 of theseshares to Peter Leighton in connection with his joining the Company.

In October 2013 the Company sold 200,000 shares to two persons at $0.05 per share for an aggregate of $10,000 in order to fund costsrelated to this registration statement. These shares were issued in a private offering pursuant to Regulation D under the Securities Act of 1933,as amended, and each of the investors therein represented in writing that such investor was an accredited investor as that term is defined inRegulation D and that he was acquiring the shares for his own account and for investment.

In October 2013, the Company executed consulting agreements with four consultants who would provide general business consulting servicesand issued these consultants a total of 3,500,000 shares. Each of the consultants is offering 100,000 of those shares hereunder.

In November and December 2013, Sean Folkson gave an aggregate of 104,500 shares to 35 persons.

In January 2014, the Company sold 90,000 shares to two persons at $0.25 per share and an aggregate of $22,500 in order to enable theCompany to fund operations. These shares were issued in a private offering pursuant to Regulation D under the Securities Act of 1933, asamended, and each of the investors therein represented in writing that such investor was an accredited investor as that term is defined inRegulation D and that he was acquiring the shares for his own account and for investment.

In January 2014, the Company retained Eric Egeland as a consultant and issued him 618,560 shares of which 60,000 are being offered in thisprospectus.

No underwriter participated in the foregoing transactions, and no underwriting discounts or commissions were paid, nor was any generalsolicitation or general advertising conducted. The securities bear a restrictive legend and stop transfer instructions are noted on our stocktransfer records.

All shares offered under this prospectus are being offered by selling shareholders and may be sold from time to time for the account of theselling stockholders named in the following table. The table also contains information regarding each selling stockholder's beneficialownership of shares of our common stock as of the date of this prospectus, and as adjusted to give effect to the sale of the shares offeredhereunder.

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(1)(2)(3)(4)

SELLING SECURITY HOLDER ANDRELATIONSHIP TO THE COMPANY,

OR ITS AFFILATES, IF ANY

SHARES OWNED(NUMBER AND

PERCENTAGE) BEFOREOFFERING

SHARESOFFERED

SHARES OWNED(NUMBER AND

PERCENTAGE) AFTEROFFERING

1. Sean Folkson, President, CEOand Sole Director

15,895,500 (63.3%) 1,552,000 14,343,500 (57.1%)

2. Peter Leighton 4,000,000 (15.9%) 388,000 3,612,000 (14.4%)3. Eric Egeland, Consultant 618,560 (2.4%) 60,000 558,560 (2.1%)4. Christina Havas 100,000 (0.4%) 100,000 05. Wally Okby 100,000 (0.4%) 100,000 06. AJO Capital, Inc.(1)

(investor and consultant)950,000 (3.8%) 140,000 810,000 (3.3%)

7. Ocean Global Advisors(2) Consultant 800,000 (3.0%) 100,000 700,000 (2.6%)8. Tomer Popiol, Consultant 900,000 (3.4%) 100,000 800,000 (3.0%)9. Amy Levitsky, Consultant 850,000 (3.2%) 100,000 750,000 (2.8%)10. Shay Gueta 50,000 (0.2%) 50,000 011. Douglas Keller 2,500* 2,500 012. Yosef Cohen 5,000* 5,000 013. Tzion Halali 6,000* 6,000 014. Lavender House, Inc (3) 2,500* 2,500 015. Small Business Rescue Inc. (4) 2,000* 2,000 016. Jaymie Dahan 2,000* 2,000 017. Isaac Dahan 2,000* 2,000 018. Eric Leopold 30,000 (0.1%) 30,000 019. Murray Potash 2,000* 2,000 020. Wendy Trejo 2,500* 2,500 021. David Trejo 1,500* 1,500 022. Arturo Trejo 1,500* 1,500 023. Yolanda Trejo 1,500* 1,500 024. Horacio Trejo 1,500* 1,500 025. Jan Folkson 1,500* 1,500 026. Moises Jiminez 1,000* 1,000 027. Manny Argicia 1,000* 1,000 028. Chris Potenza 2,000* 2,000 029. Aaron Adams 1,000* 1,000 030. Ryan Brock 1,000* 1,000 031. Steve Fox 10,000* 10,000 032. Jeff Stock 1,000* 1,000 033. Branon Chatkin 1,000* 1,000 034. Eric Rogell 2,000* 2,000 035. Alex Heilberger 1,000* 1,000 036. Jason Zickerman 1,500* 1,500 037. Darryl Mouzon 1,000* 1,000 038. Selig Folkson 1,500* 1,500 039. Charlie Romanelli 1,000* 1,000 040. Etel Sandy Beria 6,000* 6,000 041. Brett Malvin 2,000* 2,000 042. Christian Rodriguez 2,000* 2,000 043. Omar Bennett 1,500* 1,500 044. Anwar Isaacs 1,500* 1,500 045. Nir Sharon 1,500* 1,500 0

TOTALS 25,108,560 (100%) 2,794,500 22,314,560 (88.9%) * less than 0.1%

This corporation is controlled by Dror TrepperThis corporation is controlled by Tal TepperThis corporation is controlled by Judy ParentThis corporation is controlled by Richard Solomon

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Sean Folkson CEO/president and Peter Leighton are Selling Stockholders and will each be considered to be an underwriter for purposes ofthis offering. Their current intention is to remain as our officers regardless of whether they sell a substantial portion of their stockholding inus. They are nevertheless offering 1,940,000 shares in this offering (approximately 7.7% of all outstanding common shares) since otherwisesales by them would be restricted to 1% (or approximately 250,000 shares) of all outstanding shares every three months in accordance withRule 144. As our officer/control persons, Messrs. Folkson and Leighton may not avail themselves of certain provisions of Rule 144 whichotherwise would permit a non-affiliate to sell an unlimited number of restricted shares provided that the one-year holding period requirement ismet.

Selling Stockholders other than our officers will sell at $0.26 until our stock is quoted on the OTCBB and thereafter at prevailing marketprices, or privately negotiated prices. Our officers, who are deemed to be underwriters, must offer their shares sold under this prospectus at afixed price of $0.26 per share even if our shares are quoted on the OTCBB.

DETERMINATION OF OFFERING PRICE

There is no established public market for the common equity being registered. 20,000,000 of our outstanding shares were issued at $0.001 inOctober 2013 upon our acquiring our present business; 200,000 of our outstanding shares were issued at $0.05 per share during October2013; and 90,000 of our shares were issued at $0.25 in January 2014. Accordingly, in determining the offering price, we selected $0.26 pershare, which is one cent higher than the highest and most recent price at which we have issued our shares.

DIVIDEND POLICY We have never paid a cash dividend on our common stock, and we do not anticipate paying cash dividends in the foreseeable future.Moreover, any future credit facilities might contain restrictions on our ability to declare and pay dividends on our common stock. We plan toretain all earnings, if any, for the foreseeable future for use in the operation of our business and to fund the pursuit of future growth. Futuredividends, if any, will depend on, among other things, our results of operations, capital requirements and on such other factors as our board ofdirectors, in its discretion, may consider relevant.

PLAN OF DISTRIBUTION

The selling stockholders may offer the shares at various times in one or more of the following transactions:

on any market that might develop;

in transactions other than market transactions;

by pledge to secure debts or other obligations;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account; or

in a combination of any of the above.

Selling stockholders other than our two officers will sell at $0.26 until our stock is quoted on the OTCBB and thereafter at prevailing marketprices or privately negotiated prices. In order to comply with the securities laws of certain states, if applicable, the shares may be sold onlythrough registered or licensed brokers or dealers. Our two officers will only sell at a fixed price of $0.26 per share.

The selling stockholders may use broker-dealers to sell shares. If this happens, broker-dealers will either receive discounts or commissionsfrom the selling stockholders, or they will receive commissions from purchasers of shares for whom they have acted as agents. To date, nodiscussions have been held or agreements reached with any broker/dealers. No broker–dealer participating in the distribution of the sharescovered by this prospectus may charge commissions in excess of 7% on any sales made hereunder.

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Selling shareholders and any purchasers of our securities should be aware that any market that develops in our common stock will be subjectto "penny stock" restrictions. In addition various brokerage firms and clearing firms have adopted “house rules” which further restrict the saleof low price stocks.

We will pay all expenses incident to the registration, offering and sale of the shares other than commissions or discounts of underwriters,broker-dealers or agents. We have also agreed to indemnify the selling stockholders against certain liabilities, including liabilities under theSecurities Act.

This offering will terminate on the earlier of the:

a) date on which the shares are eligible for resale without restrictions pursuant to Rule 144 under the Securities Act or

b) date on which all shares offered by this prospectus have been sold by the selling stockholders.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons, wehave been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is,therefore, unenforceable.

If any of the selling shareholders enter into an agreement after the effectiveness of our registration statement to sell all or a portion of theirshares in the Company to a broker-dealer as principal and the broker-dealer is acting as underwriter, we will file a post-effective amendment toour registration statement identifying the broker-dealer, providing the required information on the Plan of Distribution, revising disclosures inour registration statement as required and filing the agreement as an exhibit to the registration statement.

Selling shareholders and any purchasers of our securities should be aware that any market that develops in our stock will be subject to thepenny stock restrictions.

Until our shares of common stock qualify for inclusion in the NASDAQ system, if ever, the trading of our securities, if any, will be in theover-the-counter markets, which are commonly referred to as the OTCBB as maintained by the FINRA. As a result, an investor may find itdifficult to dispose of, or to obtain accurate quotations as to the price of, our securities.

SEC Rule 15g-9 (as most recently amended and effective September 12, 2005) establishes the definition of a "penny stock," for purposesrelevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share,subject to a limited number of exceptions. It is likely that our shares will be considered to be penny stocks for the immediate foreseeablefuture. For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person'saccount for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forththe identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investmentexperience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that personand that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in pennystocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to thepenny stock market, which, in highlight form, sets forth the basis on which the broker or dealer made the suitability determination, and that thebroker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissionspayable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available toan investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information forthe penny stock held in the account and information on the limited market in penny stocks. The above-referenced requirements may create alack of liquidity, making trading difficult or impossible, and accordingly, shareholders may find it difficult to dispose of our shares.

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STATE SECURITIES – BLUE SKY LAWS

There is no public market for our common stock, and there can be no assurance that any market will develop in the foreseeable future. Transferof our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreignjurisdictions, commonly referred to as "Blue Sky" laws. Absent compliance with such individual state laws, our common stock may not betraded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the “Blue Sky” laws of anystate, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should beaware that there may be significant state “Blue Sky” law restrictions upon the ability of investors to sell the securities and of purchasers topurchase the securities. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the commonstock for an indefinite period of time. We intend to apply for listing in a nationally recognized securities manual which, once published, will provide us with "manual" exemptions in33 states.

Thirty-three states have what is commonly referred to as a "manual exemption" for secondary trading of securities such as those to be resoldby selling stockholders under this registration statement. In these states, so long as we obtain and maintain a listing in Standard and Poor'sCorporation Records or another acceptable manual, secondary trading of our common stock can occur without any filing, review or approvalby state regulatory authorities in these states. These states are: Alaska, Arizona, Arkansas, Colorado, Connecticut, District of Columbia,Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, Nebraska, New Jersey,New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, Texas, Utah, Washington, WestVirginia and Wyoming. We cannot secure this listing, and thus this qualification, until after our registration statement is declared effective.Once we secure this listing, secondary trading can occur in these states without further action. In order to obtain a listing in Standard andPoor's Corporation Records, the Company will be required to pay Standard and Poor’s a fee and to provide the publisher with informationrelated to the Company’s business, capital expenditures, number of stockholders, transfer agent, stock price history, dividend history, digest ofearnings, balance sheet information, and other information related to the Company.

We currently do not intend to and may not be able to qualify securities for resale in other states which require shares to be qualified before theycan be resold by our shareholders.

LIMITATIONS IMPOSED BY REGULATION M

Under applicable rules and regulations under the Exchange Act, including Rule 102 of Regulation M, any person engaged in the distributionof the shares may not simultaneously engage in market making activities with respect to our common stock for a period of up to five businessdays prior to the commencement of such distribution. Rule 100 of Regulation M defines such restricted period as the period beginning on thelater of five business days prior to the determination of the offering price or such time that a person becomes a distribution participant, andending upon such person's completion of participation in the distribution. In addition and without limiting the foregoing, each sellingstockholder will be subject to applicable provisions of the Exchange Act and the associated rules and regulations thereunder, including,without limitation, Regulation M, which provisions may limit the timing of purchases and sales of shares of our common stock by the sellingstockholders. We will make copies of this prospectus available to the selling stockholders and have informed them of the need for delivery ofcopies of this prospectus to purchasers at or prior to the time of any sale of the shares offered hereby. We assume no obligation to delivercopies of this prospectus or any related prospectus supplement, unless otherwise required to do so by federal securities laws.

LEGAL PROCEEDINGS

We are not a party to any pending litigation and, to the best of our knowledge, none is threatened or anticipated.

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DIRECTORS, EXECUTIVE OFFICERS PROMOTERS AND CONSULTANTS

Our officers and directors are as follows:

Name

Age Position(s)

Sean Folkson Peter Leighton

44 51

President, Chief Executive Officer and Director VP Marketing and Chief Marketing Officer

Term and Family Relationships

Our director currently has a term which will end at our next annual meeting of the stockholders or until successors are elected and qualify,subject to their prior death, resignation or removal. Officers serve at the discretion of the Board of Directors.

No family relationships exist among our officers, directors and consultants.

Business Experience

Sean Folkson was elected president, CEO and a director upon formation of the Company. Sean Folkson has CEO and President of oursubsidiary NightFood, Inc., a New York corporation, since its formation in January 2010. From 2004 to 2009 he served as president ofSpecialty Equipment Direct, Inc. which is an online marketer of flooring maintenance equipment which he founded. In 1998 he foundedAffiliatePros.com, Inc. a company engaged in assisting its clients with internet marketing which operated through 2008. Mr. Folkson receiveda B.A. in Business Administration with a concentration in marketing from S.U.N.Y Albany in 1991.

Peter Leighton was appointed Vice President Marketing and Chief Marketing Officer upon the formation of the Company. Peter Leightonholds a BA in marketing from the University of Florida. For over 25 years he has been engaged in marketing and management for functionalfoods, biotech and turnaround companies. Since 2001 Mr. Leighton has been the founding partner of Copernican Associates, LLOC aconsulting firm offering B to B and B to C services in various segments. From 2007 to 2010 he was CEO of Advana Science, Inc., adeveloper of OTC consumer products and was VP Marketing of Natrol, Inc., an OTC supplement manufacturer from 2002 to 2004.

Legal Proceedings

No officer, director, or persons nominated for these positions, and no promoter or significant employee of our corporation has been involvedin legal proceedings that would be material to an evaluation of our management.

Code of Ethics

We have determined that due to our early stage of development and our small size, the present adoption of a code of ethics is not appropriate. If we grow we will adopt a suitable code of ethics.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The information in the following table sets forth the beneficial ownership of our shares of common stock (our only class of voting securities)as of the date of this prospectus, by: (i) our officers and directors; (ii) all officers and directors as a group; (iii) each shareholder whobeneficially owns more than 5% of any class of our voting securities, including those shares subject to outstanding options.

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Name andaddress of owner

Amount ownedbefore the offering Percent of class

Sean Folksonc/o Nightfood Holdings, Inc.85 Parkview RoadElmsford, NY 10592

15,894,500 63.3%

Peter Leightonc/o Nightfood Holdings, Inc.85 Parkview RoadElmsford, NY 10592

4,000,000 15.9%

All officers and directors as a group (2 persons) 18,894,500 75.3%

DESCRIPTION OF CAPITAL STOCK

Introduction

We were established as a Nevada corporation on October 16, 2013. We are authorized to issue 100,000,000 shares of common stock and1,000,000 shares of preferred stock.

Preferred Stock

Our certificate of incorporation authorizes the issuance of 1,000,000 shares of preferred stock with designations, rights and preferencesdetermined from time to time by our board of directors. No shares of preferred stock have been designated, issued or are outstanding.Accordingly, our board of directors is empowered, without stockholder approval, to issue up to 1,000,000 shares of preferred stock withvoting, liquidation, conversion, or other rights that could adversely affect the rights of the holders of the common stock. Although we have nopresent intention to issue any shares of preferred stock, there can be no assurance that we will not do so in the future.

Among other rights, our board of directors may determine, without further vote or action by our stockholders:

the number of shares and the designation of the series;

whether to pay dividends on the series and, if so, the dividend rate, whether dividends will be cumulative and, if so, from which date ordates, and the relative rights of priority of payment of dividends on shares of the series;

whether the series will have voting rights in addition to the voting rights provided by law and, if so, the terms of the voting rights;

whether the series will be convertible into or exchangeable for shares of any other class or series of stock and, if so, the terms andconditions of conversion or exchange;

whether or not the shares of the series will be redeemable and, if so, the dates, terms and conditions of redemption and whether therewill be a sinking fund for the redemption of that series and, if so, the terms and amount of the sinking fund; and

the rights of the shares of the series in the event of our voluntary or involuntary liquidation, dissolution or winding up and the relativerights or priority, if any, of payment of shares of the series.

We presently do not have plans to issue any shares of preferred stock. However, preferred stock could be used to dilute a potential hostileacquirer. Accordingly, any future issuance of preferred stock or any rights to purchase

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preferred shares may have the effect of making it more difficult for a third party to acquire control of us. This may delay, defer or prevent achange of control in our company or an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount ofearnings attributable to, and assets available for distribution to, the holders of our common stock and could adversely affect the rights andpowers, including voting rights, of the holders of our common stock.

Common Stock

The Company is authorized to issue One Hundred Million (100,000,000) shares of Common Stock (the Common Stock) of par value of$0.001, per share. As of the date of this Offering the Company had 25,108,560 shares of Common Stock issued and outstanding. Holders ofCommon Stock are each entitled to cast one vote for each Share held of record on all matters presented to shareholders. Cumulative voting isnot allowed; hence, the holders of a majority of the outstanding Common Stock can elect all directors. Holders of Common Stock are entitledto receive such dividends as may be declared by the Board of Directors out of funds legally available therefore and, in the event of liquidation,to share pro-rata in any distribution of the Company's assets after payment of liabilities. The Board of Directors is not obligated to declare adividend and it is not anticipated that dividends will be paid unless and until the Company is profitable. Holders of Common Stock do nothave preemptive rights to subscribe to additional shares if issued by the Company. There are no conversion, redemption, sinking fund orsimilar provisions regarding the Common Stock. All of the outstanding Shares of Common Stock are fully paid and non-assessable and all ofthe Shares of Common Stock offered thereby will be, upon issuance, fully paid and non-assessable.

Holders of Shares of Common Stock will have full rights to vote on all matters brought before shareholders for their approval, subject topreferential rights of holders of any series of Preferred Stock. We are not currently authorized to issue preferred stock and have no intention ofamending our corporate documents to authorize preferred stock. Holders of the Common Stock will be entitled to receive dividends, if and asdeclared by the Board of Directors, out of funds legally available, and share pro-rata in any distributions to holders of Common Stock uponliquidation.

The holders of Common Stock will have no conversion, preemptive or other subscription rights. The Shares of Common Stock offered by thisprospectus are validly issued, fully paid and non-assessable. The Company has issued no options or warrants and does not have anyconvertible securities outstanding.

Upon any liquidation, dissolution or winding-up of Journal, our assets, after the payment of debts and liabilities and any liquidationpreferences of, and unpaid dividends on, any class of preferred stock then outstanding, will be distributed pro-rata to the holders of thecommon stock. The holders of the common stock have no right to require us to redeem or purchase their shares.

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of theoutstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, theholders of the remaining shares will not be able to elect any of our directors. Even if he sells all of the shares offered by him under thisprospectus, Sean Folkson will directly or indirectly own an aggregate of 60.1% of our outstanding shares.

Dividend Policy

The Company does not currently intend to declare or pay any dividends on its Common Stock, except to the extent that such payment isconsistent with the Company's overall financial condition and plans for growth. For the foreseeable future, the Company intends to retainexcess future earnings, if any, to support development and growth of its business. Any future determination to declare and pay dividends willbe at the discretion of the Company's Board of Directors and will be dependent on the Company's financial condition, results of operations,cash requirements, plans for expansion, legal limitations, contractual restrictions and other factors deemed relevant by the Board of Directors.

Transfer Agent

We will use ClearTrust, LLC as our transfer agent. Our Transfer Agent's address and phone number is 16540 Pointe Village Drive - Suite206, Lutz, Florida 33558 (813) 235-4490

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Shares Eligible for Future Sale

The Securities of the Selling Shareholders offered hereby currently are "restricted securities" as that term is defined in SEC Rule 144 of the1933 Securities Act ("Rule 144"), and may not be resold without registration under the Securities Act. Provided certain requirements are met,the Shares of Common Stock purchased hereunder may be resold pursuant to Rule 144 or may be resold pursuant to another exemption fromthe registration requirement. Upon the effectiveness of this offering such shares will no longer be governed by Rule 144 unless they fall underthe Affiliate sales limitation rules. Any additional shares the Company would issue after this offering may fall under Rule 144 unlessregistered.

Generally, Rule 144 provides that a holder of restricted shares of an issuer which maintains certain available public information, where suchshares are held 6 months or more, may sell in every three months the greater of: (a) an amount equal to one percent of the Company'soutstanding shares; or (b) an amount equal to the average weekly volume of trading in such securities during the preceding four calendarweeks prior to the sale. Persons who are not affiliates of the Company may sell shares beneficially owned for at least one year at the time ofthe proposed sale without regard to volume restrictions. Lastly, there is no existing public or other market for the Shares, and there is noassurance that any such market will develop in the foreseeable future.

See also “Plan of Distribution” subsection entitled "Any market that develops in shares of our common stock will be subject to the pennystock restrictions which will make trading difficult or impossible" regarding negative implications of being classified as a "Penny Stock."

Indemnification

Under Nevada Law and our Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit,because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expensesincurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to beindemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnitymay be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable,only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act which may be permitted to directors or officers under Nevada law, weare informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in theSecurities Act and is, therefore, unenforceable.

DESCRIPTION OF BUSINESS

FORWARD LOOKING STATEMENT INFORMATION

Certain statements made in this Prospectus involve known and unknown risks, uncertainties and other factors that may cause our actualresults, performance or achievements to be materially different from any future results, performance or achievements expressed or implied bysuch forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerousrisks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things,future economic, competitive and market conditions, technological developments related to business support services and outsourced businessprocesses, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond ourcontrol.

Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could proveinaccurate and, therefore, there can be no assurance that the forward-looking statements included in this prospectus will prove to be accurate.In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of ouroperations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans willbe achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statementsinclude, but are not limited to, the factors set forth herein under the headings “Business,” “Risk Factors” and “Plan of Operations.”

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OUR BUSINESS

NightFood Holdings, Inc. (“we”, “us” “the Company” or “NightFood”) is a Nevada corporation organized on October 16, 2013 to acquire allof the issued and outstanding shares of NightFood, Inc., a New York corporation (the “Subsidiary”) from its sole shareholder, Sean Folkson. All of our operations are conducted by the subsidiary. We are in the business of developing a functional food category of snacks that aresuitable for evening consumption and which may promote better sleep. A large number of Americans suffer from various sleep difficulties andmanagement believes that our products are unique in the functional food industry and that there is a substantial market for our products. Wehave developed a “cookies and cream” flavored snack/nutrition bar and have conducted limited production runs to test our product’sacceptance. We have other evening appropriate snacks in development. Our offices are located at 85 Parkview Road, Elmsford, New York10523 and out telephone number is (212) 828-8275. We maintain a web site at www.nightfood.com. Any information that may appear onour web site should not be deemed to be a part of this prospectus

Industry Overview

We are a development stage company that is seeking to enter the functional food industry by offering a line of snack foods that are appropriatefor evening consumption. Based on available figures for 2012 published by SymphonyIRI Group , the United States snack food industry hadrevenues of over $100 billion and continues to grow. A majority of adults are trying to eat foods and snacks that they understand will preventor manage health problems and 37% of consumers are willing to pay more for foods with perceived health benefits. Moreover, industry dataindicates that almost half of the snacks consumed are consumed in the evening.

Our Products, Present and Proposed

We have developed a cookies & cream flavored snack/nutrition bar which is made from commercially available ingredients and a proprietarycombination of other components in a proprietary process. This is the NightFood nutrition bar. The NightFood® nutrition bar, will be sold asindividual bars with a suggested retail price of $2.29 or in a 6-pack. NightFood® is the first product positioned as a healthier alternative toother convenient nighttime snack options. Each 150 calorie NightFood® bar is specially formulated to satisfy late-night cravings, tacklenighttime hunger, help our customers fall asleep more easily, and sleep better throughout the night. We believe that NightFood® bars are anoptimal bedtime snack in terms of composition and calories. In addition, the bars contain clinically proven bioactive ingredients such asMelatonin and Chocamine® (a patented natural cocoa extract that provides the health and relaxation benefits of chocolate without the caffeine,fat, calories, and sugars). While management believes that the NightFood® bar is beneficial for our customers, we are not making any specifichealth or nutrition claims for the NightFood® bar.

Depending upon the success of the NightFood® bar and our available resources, we intend to expand our product line to include formulationswith and without sleep aiding bioactive ingredients, and a healthy nighttime snack product specifically for children.

Planned Production

We have utilized contract manufacturers for producing our products. These include Noble Foods for product manufacture, Empress Label forour packaging, and Excelsior Integrated for our warehousing and fulfillment. We consider our relations with each of these suppliers to begood. We also believe that the nature of the market for these services ensures that if we were required to find an alternate supplier for any ofthese services, we could do so on similar terms. In 2010 we had a beta production run of 78,000 bars. We sold this product through our website and other channels and will not sell the remainder as it is past the “best used by” date. Management believes that the results of this Betaindicate a strong potential market for the NightFood® bar. However, our limited capital resources have precluded our engaging in furtherregular production.

Planned Marketing

Depending upon our available resources we intend to market our product at a wholesale level to health food stores such as GNC and to drugstores such as CVS and Rite Aid. However we have no agreements with any of these stores and can give no assurance that these efforts willprove successful. We intend to test direct marketing campaigns on television to enhance direct to consumer sales.

20

Competition

The nutritional/snack food business is highly competitive and includes such participants as large companies like Nabisco, Keebler, Kellogg’sand Quaker Oats and specialized products as Cliff Bar and Luna Bar and many smaller companies. Many of these competitors have wellestablished names and products. Management is not aware of any competitor offering snack/nutrition bars that promote restful sleep. We willinitially compete based upon the unique nature of our product. However, other companies, including those with greater name recognition thanus and greater resources may seek to introduce products that directly compete with our products. Management believes that if a competitorsought to develop a competing product, it could do so.Properties

We have no properties and at this time have no agreements to acquire or lease any properties. We currently operate from within our CEO’sresidence without cost to us. If our operations expand, we may be required to rent offices. Management believes that office space will beavailable at reasonable rents when such space is needed. We currently store our inventory in a fulfillment center at a cost of approximately $57per month which is part of our shipping and packing relationship.

Intellectual Property Rights

We own the registered trademark “NightFood®” and believe that it will prove important to our business. We also rely on proprietaryinformation as to our formulas and have non-disclosure agreements with our suppliers.

Personnel

We currently no employees except, Sean Folkson, our President and CEO, and Peter Leighton our VP/CMO, we may hire additionalemployees in the future in marketing, sales and clerical positions.

Customers

No customer represented more than ten (10%) of our revenue during the last two fiscal years.

Internet Website

We maintain a website at: http://www.nightfood.com. The information on such website should not be considered a part of this prospectus.

DESCRIPTION OF PROPERTY

We currently operate out of the residence of our CEO and president Sean Folkson and will not pay any rent to Mr. Folkson for so long as weoperate out of his house. When we receive additional funding and need space beyond our present facility, we believe that we will be able tofind ample suitable space within our projected budget as set forth in this prospectus. We also pay approximately $57 per month forwarehousing space on a month to month basis

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Management’s Discussion and Analysis contains statements that are forward-looking. These statements are based on current expectations andassumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in the “Risk Factor”section.

OVERVIEW

We are a nutritional food development, manufacturing and distribution company relying on having developed the product and our marketingexpertise to develop and market nutritional/snack foods that are appropriate for evening snacks. We have conducted a beta launch of ourproduct but have lacked the capital resources to operate on a regular basis. Our plan is to raise capital through loans and sales of our stock andmanagement believes that becoming a public company will enhance those efforts, although we can give no assurance that these efforts will

21

$ 50,000 $ 100,000$ 120,000 $ 200,000$ 200,000 $ 500,000$ 10,000 $ 10,000$ 30,000 $ 200,000

prove successful. Our goal is to move beyond a beta marketing of our product(s) into regular production and sales on a continual basis.

DEVELOPMENT PLANS

We are in a developmental stage. Implementing our planned business operation is dependent on our ability to raise between $400,000 and$1,000,000 of additional capital after all offering expenses paid to a placement agent, attorneys, accountants and the like.

Our plan is to utilize such capital we raise as follows:

If a Net of$400,000 is Raised

If a Net of$1,000,000 is Raised

Our plan is to utilize suchcapital we raise as follows:

Inventory Salaries Marketing Rent Working Capital

The foregoing are estimates only and any funds may be reallocated based upon management’s evaluation of then existing conditions. Until weraise additional funds we will continue operations at approximately our current levels. In addition, being a public company will cost usapproximately $20,000 a year in professional and other fees. We will continue to rely on advances from Mr. Folkson, as required, to meetthese obligations. However, Mr. Folkson has not entered into a written agreement with us to provide any financial support. Our plan is tocomplete a private capital raise in the next 12 months, but we do not have any present commitments for raising any capital.

INFLATION

Inflation can be expected to have an impact on our operating costs. A prolonged period of inflation could cause a general economic downturnand negatively impact our results. However, the effect of inflation has been minimal over the past three years.

SEASONALITY

We do not believe that our business will be seasonal to any material degree.

LIQUIDITY AND CAPITAL RESOURCES

As at September 30, 2013, we had cash on hand of $4,348. We have relied on cash advances from Mr. Folkson to fund our operations, butMr. Folkson has lent the Company $134,517 and is not in a position to make further advances to the Company. Since September 30, 2013, wehave raised $32,500 through sales of our common stock under Regulation D. We do not believe that cash on hand to be adequate to satisfyour ongoing working capital needs. During Fiscal Year 2014, our primary objectives in managing liquidity and cash flows will be to expandour business. If Mr. Folkson were to fail to make any further advances and we were to fail to raise any additional funds, we believe we couldcontinue operations for only a few months.

OFF BALANCE SHEET ARRANGEMENTS

None

22

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company was incorporated on October 16, 2013 and in upon our organization we issued 20,000,000 shares of common stock to theCompany’s founder, President and CEO in exchange for all of the issued and outstanding common stock of Night Food, Inc., a New Yorkcorporation. During October and December 2013, Mr. Folkson assigned 4,000,000 shares of his common stock to Peter Leighton ascompensation in connection with his joining the Company and an aggregate of 104,500 shares to 35 persons as gifts. Mr. Folkson hasadvanced an aggregate of $134,517 to us to fund our operations. These advances do not bear any interest, but will be repaid on demand butonly from 10% of positive cash flow and should we fail to make any payment, the remaining balance on the note begin to bear interest at 12%per annum.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth the cash and non-cash annual remuneration of our sole officer and director during our past two fiscal years:

Name andPrincipalPosition Year Salary Bonus

StockAwards

OptionAwards

Non-EquityIncentive PlanCompensation

NonqualifiedDeferred

CompensationEarnings

All OtherCompen-

sation TotalSean Folkson,CEO

2012 $0 $0 $0 $0 $0 $0 $0 $02013 $0 $0 $0 $0 $0 $0 $0 $0

The Company has not paid and has no present plan to give any compensation other than cash and the granting of shares of common stock. The Company does not have any Stock Option Plan or other equity compensation plans.

Employment Agreements

We do not have employment agreements with our executive officers or directors. We have verbal understandings with our executive officersregarding monthly retainers and reimbursement for actual out-of-pocket expenses.

Termination of Employment

There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person named inthe Summary Compensation Table set forth above that would in any way result in payments to any such person because of his or herresignation, retirement or other termination of such person’s employment with us.

LEGAL MATTERS

The validity of the issuance of the shares of common stock offered hereby will be passed upon for us by Frank J. Hariton, Esq., 1065 DobbsFerry Road, White Plains, New York 10607. Mr. Hariton owns does not own any shares of our common stock.

EXPERTS

The financial statements of NightFood Holdings, Inc. as of June 30, 2012 and 2013, for the years then ended, included in this prospectus havebeen audited by Beckstead & Company, CPAs, independent registered public accounting firm, and have been so included in reliance upon thereport of Beckstead & Company, CPAs given on the authority of such firm as experts in accounting and auditing.

23

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form S-1, including exhibits, schedules andamendments, under the Securities Act with respect to the shares of common stock to be sold in this offering. This prospectus does not containall the information included in the registration statement. For further information about us and the shares of our common stock to be sold inthis offering, please refer to this registration statement.

As of the date of this prospectus, we became subject to the informational requirements of the Securities Exchange Act of 1934, as amended.Accordingly, we will file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copyany document we file at the SEC's public reference room at 100 F Street, N. E., Washington, D.C. 20649. You should call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings will also be available to the public at the SEC's web site at"http:/www.sec.gov."

You may request, and we will voluntarily provide, a copy of our filings, including our annual report containing audited financial statements, atno cost to you, by writing or telephoning us at the following address:NightFood Holdings, Inc., 85 Parkview Road, Elmsford, New York 10523 (888) 888-6444.

24

NightFood Holdings, Inc.

Financial Statements

For the years ended June 30, 2013 and June 30, 2012

Report of Independent Registered Public Accounting Firm F-2 Financial Statements

Balance Sheet F-3Statement of Operations F-4Statement of Cash Flows F-5Statement of Stockholders’ Deficit F-6Notes to Financial Statements F-7

Unaudited Pro Forma Condensed Combined Financial Statements as of June 30,2013, and September 30, 2013

F-11

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors andStockholders of NightFood, Inc.

We have audited the accompanying balance sheets of NightFood, Inc. (the “Company”) as of June 30, 2013 and 2012 and the relatedstatements of operations, stockholders’ deficit, and cash flows for each of the years then ended. These financial statements are theresponsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materialmisstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting.Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating theoverall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of NightFood, Inc. as ofJune 30, 2013 and 2012 and the results of its operations and its cash flows for each of the years then ended, in conformity with accountingprinciples generally accepted in the United States of America.

The accompanying financial statements for 2013 and 2012 have been prepared assuming that the Company will continue as a going concern.As discussed in Note 3 to the financial statements, the Company has negative operating cash flow through June 30, 2013 and has a workingcapital deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans inregard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from theoutcome of this uncertainty.

/s/ Beckstead & Company, CPAsHenderson, NVOctober 10, 2013

F-2

NightFood, Inc. BALANCE SHEET

June 30, June 30, 2013 2012

ASSETS Current assets : Cash $ 913 $ 897 Accounts receivable ( net of allowance of $0 and $0, respectively) 37 27 Inventory - 1,665

Total current assets 950 2,589

Total assets $ 950 $ 2,589

LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 10,907 $ 4,880 Accrued interest expense -related party 26,162 15,645 Short-term borrowings 3,374 3,220 Short-term borrowings-related party 134,517 126,767

Total current liabilities 174,960 150,512 Long term borrowings 14,433 17,807 Commitments and contingencies - - Stockholders' deficit: Common stock, without par value, 200 shares authorized issued andoutstanding as of June 30,2013 and June 30, 2012, respectively 200 200

Additional paid in capital 39,107 39,107 Accumulated deficit (227,750) (205,037)Total stockholders' deficit (188,443) (165,730)Total Liabilities and Stockholders' Deficit $ 950 $ 2,589

The accompanying notes are an integral part of these audited financial statements.

F-3

5,817 22,344

1,665 8,300 596 29,164

14,296 42,489 - 20,561

16,557 100,514

(10,740) (78,170)

1,457 1,957 10,516 9,676 11,973 11,633

- -

(22,713) (89,803)

- -

NightFood, Inc.STATEMENT OF OPERATIONS

For the For the year ended year ended June 30, 2013 June 30, 2012 Revenues $ $ Operating expenses Cost of product sold Advertising & promotional Selling, general and administrative Loss on write down of inventory Total operating expenses Loss from operations Interest expense - bank debt Interest expense - related party Total interest expense Provision for income tax Net loss $ $ Basic and diluted net loss per common share $ $ Weighted average shares of capitaloutstanding - basic - -

The accompanying notes are an integral part of these audited financial statements

F-4

(22,713) (89,803)

- 20,561 (10) (28)

1,665 25,734 6,027 4,880

10,517 9,676 (4,514) (28,980)

7,750 31,866 (3,220) (2,719)4,530 29,147

16 167

897 730 913 897

1,457 1,957 - -

NightFood, Inc. STATEMENT OF CASH FLOWS

For the For the year ended year endedCASH FLOWS FROM OPERATING ACTIVITIES: June 30, 2013 June 30, 2012

Net loss $ $ Adjustments to reconcile net loss to net cash used for operations: Loss on inventory write down (Increase) in accounts receivable Decrease in inventory Increase in accounts payable Increase in accrued expenses

Net cash used by operating activities CASH FLOWS FROM FINANCING ACTIVITIES: Short-term borrowings-related party Repayment of Short-term debt

Net cash provided by financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period $ $ Interest paid $ $Taxes paid $ $

The accompanying notes are an integral part of these audited financial statements.

F-5

200 $ 200 $ 39,107 $ (115,234) $ (75,927)- - (89,803) (89,803)

200 200 39,107 (205,037) (165,730)- - - (22,713) (22,713)

200 $ 200 $ 39,107 $ (227,749) $ (188,442)

NightFood, Inc.STATEMENTS OF STOCKHOLDERS’ EQUITY

Years ended June 30, 2013 & 2012

Common Stock Additional Paid in Accumulated Stockholders' Shares Par Value Capital Deficit DeficitBalance, July 1, 2011

Net loss Balance, June 30, 2012

Net lossBalance, June 30, 2013

The accompanying notes are an integral part of these audited financial statements.

F-6

•

•

•

•

•

•

•

•

•

•

NIGHTFOOD, INC.NOTES TO FINANCIAL STATEMENTS

1. Description of Business

NightFood, Inc. (the “Company”) is a New York Corporation organized January 14, 2010 and commenced operations during the firstquarter 2010. The Company has acquired the web site nightfood.com. The Company’s business model is to manufacture and distributenutritional products to provide consumers better & healthier nighttime snack options to support better health and better sleep.

The Company’s fiscal year end is June 30.

The Company currently maintains its corporate office in Elmsford, New York.

2. Summary of Significant Accounting Policies

Management is responsible for the fair presentation of the Company’s financial statements, prepared in accordance with U.S. generallyaccepted accounting principles (GAAP).

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to makeestimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities atthe date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual resultscould differ from those estimates. Estimates are used in the determination of depreciation and amortization, the valuation for non-cashissuances of common stock, and the website, income taxes and contingencies, among others.

Cash and Cash Equivalents

The Company classifies as cash and cash equivalents amounts on deposit in the banks and cash temporarily in various instrumentswith original maturities of three months or less at the time of purchase.

Fair Value of Financial Instruments

Statement of financial accounting standard FASB Topic 820, Disclosures about Fair Value of Financial Instruments, requires that theCompany disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial positionfor assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value.

Advertising Costs

Advertising costs are expensed when incurred and are included in advertsing and promotional expense in the accompanying statementsof operations. The Company incurred advertising costs of $596 and $29,164 for the years ended June 30, 2013 and 2012, respectively.

Income Taxes

The Company has historically been treated as a Subchapter S Corporation. Accordingly, all tax consequences have flown through tothe Company’s shareholders’ personal income tax returns. In addition, the Company has not generated any taxable income, and,therefore, no provision for income taxes has been provided.

Revenue Recognition

The Company generates its revenue from products sold from traditional retail outlets along with items distributed from the Company’swebsite.

F-7

•

•

•

•

•

•

•

All sources of revenue is recorded pursuant to FASB Topic 605 Revenue Recognition, when persuasive evidence of arrangementexists, delivery of services has occurred, the fee is fixed or determinable and collectability is reasonably assured.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits atfinancial institutions. At various times during the year, the Company may exceed the federally insured limits. To mitigate this risk, theCompany places its cash deposits only with high credit quality institutions. Management believes the risk of loss is minimal. At June30, 2013 and 2012 the Company did not have any uninsured cash deposits.

Impairment of Long-lived Assets

The Company accounts for long-lived assets in accordance with the provisions of FASB Topic 360, Accounting for the Impairment ofLong-Lived Assets. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairmentwhenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability ofassets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to begenerated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount bywhich the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of thecarrying amount or fair value less costs to sell. Fair values are determined based on quoted market value, discounted cash flows orinternal and external appraisals, as applicable.

Recent Accounting Pronouncements

The Company has assessed all newly issued accounting pronouncements released during the years ended June 30, 2013 and 2012, andhave found none of them to have a material impact on the Company’s financial statements.

3. Going Concern

The Company's financial statements are prepared using generally accepted accounting principles, which contemplate the realization ofassets and liquidation of liabilities in the normal course of business. Because the business is new and has limited operating history andrelatively few sales, no certainty of continuation can be stated.

Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations inthe next twelve months. Management has devoted a significant amount of time in the raising of capital from additional debt and equityfinancing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt andequity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenuenecessary to fund operations.

4. Accounts receivable

The Company’s accounts receivable arise primarily from the sale of the Company’s nutritional bedtime snack bar. On a periodic basis,the Company evaluates each customer account and based on the days outstanding of the receivable, history of past write-offs,collections, and current credit conditions, writes off accounts it considers uncollectible. Invoices are typically due in 60 - 90days. TheCompany does not accrue interest on past due accounts and the Company does not require collateral. Accounts become past due on anaccount-by-account basis. Determination that an account is uncollectible is made after all reasonable collection efforts have beenexhausted.

F-8

1,6651,665

26,161 15,64526,161 15,645

•

•

•

•

•

•

•

•

•

•

5. Inventory

Inventory consists of the following at June 30,

2013 2012 Inventory $ - $TOTAL $ - $

Inventories are stated at the lower of cost or market. The company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions and the products relative shelf life. Write-downs and write-offsare charged to loss on inventory write down. In 2012, the company experienced a one-time charge to write-downs of $20,561; this was mainlyattributable to the limited shelf life of products to maintain freshness.

6. Other Current Liabilities

Other current liabilities consist of the following at June 30,

2013 2012 Imputed interest on related party note-Sean Folkson $ $

TOTAL $ $

7. Short Term Borrowings

On November 24, 2010, the Company entered into a Small Business Working Capital Loan with a well-established Bank. The loan ispersonally Guaranteed by the Company’s Chief Executive Officer, which is further Guaranteed for 90% by the United States SmallBusiness Administration (SBA).

The term of the loan is seven years until full amortization and currently carries an 8% interest rate, which is based upon Wall StreetJournal (“WSJ”) Prime 3.75 % Plus 4.75% and is adjusted quarterly. Monthly principal payments are required during this 84 monthperiod.

Interest expense for the years ended June 30, 2013 and 2012, totaled $1,457 and $1,957, respectively.

8. Capital Stock Activity

The Company’s Articles of Incorporation authorize the issuance of 200 shares of one (1) class no par value common stock.

The Company has 200 shares of common stock issued and outstanding as of June 30, 2013 and 2012, to one shareholder whoseinvestment of $39,307 was made in several tranches over a period of time from inception to May 2010.

DividendsThe Company has never issued dividends.

WarrantsThe Company has never issued any warrants.

OptionsThe Company has never issued options.

F-9

- - - -

- - - -

152,324 - - 152,324

152,324 - - 152,324

•

•

•

9. Advances by Affiliates

The Company received cash from Mr. Folkson, the Company’s Chief Executive Officer and related party, $7,750 and $31,866 in2013 and 2012, respectively, to supplement the Company’s working capital. The balances are included in short term borrowings –related party balances of $134,517 and 126,767 in 2013 and 2012, respectively. The Note is repayable upon Mr. Folkson providingthe Borrower with written notice of demand, according to certain terms. However Mr. Folkson may not demand repayment of theNote until the Company is profitable, and in a positive cash flow position. At that time, Mr Folkson may demand repayment.Company agrees to make payments equal to 10% of the monthly positive cash flow of the Company until balance is paid in full.

Imputed interest expense accrued on the note payable to Mr. Folkson totaled $10,516 and $9,676 for the years ended June 30, 2013and 2012, respectively.

Furthermore, Mr. Folkson purchased 200 shares of the Company’s common stock for cash totaling $39,307 in several tranches over aperiod of time beginning May 2010.

10. Fair Value of Financial Instruments

Cash and Equivalents, Receivables, Other Current Assets, Accounts Payable, Accrued and Other Current Liabilities

The carrying amounts of these items approximated fair value.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between marketparticipants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board (“FASB”)ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Thehierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and thelowest priority to unobservable inputs (level 3 measurements).

Level 1 - Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2 - Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assetsand liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputsthat are observable or can be corroborated by observable market data.

Level 3 - Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptionsmade by other market participants. These valuations require significant judgment.

The application of the three levels of the fair value hierarchy under Topic 820-10-35 to our assets and liabilities are described below:

Fiscal 2013 Fair Value Measurements

Level 1 Level 2 Level 3 Total Fair Value

Assets

Other assets $ $ $ $

Total $ $ $ $

Liabilities

Short and long-term debt $ $ $ $

Total $ $ $ $

F-10

- - - -

- - - -

147,794 - - 147,794

147,794 - - 147,794

$ (22,713) $ (89,803)

$ (22,713) $ (89,803)

200 200 - -

·

·

·

·

Fiscal 2012 Fair Value Measurements

Level 1 Level 2 Level 3 Total Fair Value

Assets

Other assets $ $ $ $

Total $ $ $ $

Liabilities

Short and long-term debt $ $ $ $

Total $ $ $ $

11. Net Loss per Share of Common Stock

The Company has adopted FASB Topic 260, "Earnings per Share," which requires presentation of basic and diluted EPS on the faceof the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominatorof the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financialstatements, basic loss per share of common stock is computed by dividing net loss by the weighted average number of shares ofcommon stock outstanding during the year. Basic net loss per common share is based upon the weighted average number ofcommon shares outstanding during the period. Dilution is computed by applying the treasury stock method. Under this method,options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if fundsobtained thereby were used to purchase common stock at the average market price during the period. However, shares associatedwith convertible debt, stock options and stock warrants are not included because the inclusion would be anti-dilutive (i.e. reduce thenet loss per common share). There were no anti-dilutive instruments.

2013 2012Numerator - basic and diluted loss per share net loss Net loss available to common stockholders Denominator – basic and diluted loss per share –weighted average common shares outstandingBasic and diluted earnings per share

12. Subsequent Events

A C-corporation holding company has been formed to enjoin the Company as a wholly-owned subsidiary for purposes of filing aregistration statement with the US Securities and Exchange Commission. As of the date of the audit report, the transaction has notbeen formalized.

Management of the Company has assessed all significant subsequent events through the date upon which the financial statements firstbecame available for public release.

Additional accounting information September and three month go here.

F-11

Unaudited Pro Forma Condensed Combined Financial Statements

On October 16, 2013, NightFood Holdings, Inc. (“Holdings” or the “Company”) acquired NightFood, Inc. (“NightFood”). The Companywas formed to acquire the NightFood as a wholly-owned subsidiary for purposes of filing a registration statement with the US Securities andExchange Commission.

The following unaudited pro forma condensed consolidated balance sheet is based on the historical balance sheets of NightFood Holdings,Inc. (“Holdings” or the “Company”) and NightFood, Inc. (“NightFood”) as of June 30, 2013, and September 30, 2013, respectively.

The two entities consolidated on October 16, 2013 with Holdings being the parent. However, since Holdings was just recently established,and had nominal activity, the acquisition has been treated as a recapitalization of NightFood, Inc. and an acquisition of the assets and liabilitiesof Holdings by NightFood, Inc. Though Holdings was the legal acquirer in the combination, NightFood was the accounting acquirer since itsshareholder ended up with the majority ownership of NightFood Holdings, Inc. Therefore at the date of the combination the historicalfinancial statements of NightFood become those of Holdings. Since the historical financial statements of NightFood supersede any priorfinancial statements of Holdings and are presented elsewhere in this Form S-1 there is no specific pro forma statement of operations presented,only a pro forma earnings per share for Holdings based on the new capital structure.

NightFood’s unaudited pro forma statement of condensed consolidated earnings per share give effect to the recapitalization of NightFoodHoldings, Inc. as if it had occurred on June 30, 2013 and the unaudited pro forma condensed consolidated balance sheet gives effect to thereverse merger as if it had occurred on June 30, 2012. The unaudited pro forma statement of condensed consolidated operations is in effectthe historical statements of operations of NightFood, Inc.

F-12

4,348 -36 -

4,384 -

4,384 -

12,749 -28,910 -

4,000 -3,438 -

139,617 -188,714 -

13,603 -13,603 -

202,317 -

--

---

-

NightFood Holdings Inc.Proforma Consolidated Balance Sheet

NightFood, Inc. as of September 30, 2013NightFood Holding as of September 30, 2013

Adjusted NightFood Combined Pro Forma Pro Forma NightFood Inc. Holding Inc. Totals Adjustments REF TotalsASSETS CURRENT ASSETS Cash $ $ $ 4,348 $ - $ 4,348 Accounts receivable 36 - 36

Total Current Assets 4,384 - 4,384 TOTAL ASSETS $ $ $ 4,384 $ - $ 4,384 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ $ $ 12,749 $ - $ 12,749 Accrued interest expense -related party 28,910 - 28,910 Accrued expenses 4,000 - 4,000 Short-term borrowings 3,438 - 3,438 Short-term borrowings-related party 139,617 - 139,617

Total Current Liabilities 188,714 - 188,714 LONG TERM LIABILITIES Long term borrowings 13,603 - 13,603

Long term liabilities 13,603 - 13,603

TOTAL LIABILITIES 202,317 - 202,317 STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock - - - - Common stock 200 200 (200) [1] 20,000 20,000 [1] Additional paid-in capital 39,107 39,107 (257,040) [2] (217,933) Retained earnings (deficit) (237,240) (237,240) 237,240 [2] -

Total Stockholders' Equity (Deficit) (197,933) (197,933) - (197,933) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 4,384 $ $ 4,384 $ - $ 4,384 [1] To record shares issued in establishment of NightFood Holdings, Inc Accumulated Deficit ($20,000) [1] To record shares exchanged to acquire NightFood, Inc Accumulated Deficit ($200) [2] To eliminate accumulated deficit of the Company. Additional Paid-in Capital (237,240) [2] To eliminate accumulated deficit of the Company. (237,240)

F-13

795 795 -- 0 -

795 795 -

3 3 -7,130 7,130 -7,133 7,133 -

(6,338) (6,338) -

402 402 -2,750 2,750 -

3,152 3,152 -

(9,490) (9,490) -- - -

(9,490) (9,490) -

(47.45)

200

NightFood Holdings Inc.Proforma Consolidated Statements of Operations

NightFood, Inc. For the Three Months Ended September 30, 2013NightFood Holdings, Inc. For the Three Months Ended September 30, 2013

Pro-Forma Adjusted NightFood NightFood Combined Pro Forma Combined Inc. Holding Inc. Totals Adjustments REF TotalsREVENUES $ $ - $ $ $ 795 COST OF SALES - 0 GROSS PROFIT - 795 OPERATING EXPENSES Advertising & promotional - 3 Selling, general and administrative - 7,130 Total Costs and Expenses - 7,133 OPERATING LOSS - (6,338) OTHER EXPENSE Interest expense - bank debt - 402 Interest expense - related party - 2,750 Total Other Income (Expense) - 3,152 LOSS BEFORE INCOME TAXES - (9,490) PROVISION FOR INCOME TAXES - - NET LOSS $ $ - $ $ $ (9,490) BASIC AND DILUTED LOSS PER SHARE $ $ - $ (0.00) WEIGHTED AVERAGE SHARES OUTSTANDING 20,000,000 20,000,000

F-14

913 -37 -

950 -

0 -0 -

950 - 950 -

10,907 -26,162 -

- -4,204 -

134,517 -175,790 -

13,603 -13,603 -

189,393 -

- -200 -

39,107 -(227,750) -(188,443) -

950 -

NightFood Holdings Inc.Proforma Consolidated Balance SheetNightFood, Inc. as of June 30, 2013

NightFood Holding as of June 30, 2013 Adjusted NightFood NightFood Combined Pro Forma Pro Forma Inc. Holding Inc. Totals Adjustments REF TotalsASSETS CURRENT ASSETS Cash $ $ $ 913 $ $ Accounts receivable 37 Total Current Assets 950 PROPERTY AND EQUIPMENT, net - GOODWILL - TOTAL ASSETS $ $ $ $ $ 950

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ $ $ 10,907 $ - $ 10,907 Accrued interest expense -related party 26,162 - 26,162 Accrued expenses - - - Short-term borrowings 4,204 - 4,204 Short-term borrowings-related party 134,517 - 134,517

Total Current Liabilities 175,790 - 175,790 LONG TERM LIABILITIES Long term borrowings 13,603 - 13,603

Long term liabilities 13,603 - 13,603

TOTAL LIABILITIES 189,393 - 189,393 STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock - - - Common stock 200 (200) [1] 20,000 20,000 [1] Additional paid-in capital 39,107 (247,550) [2] (208,443) Retained earnings (deficit) (227,750) 227,750 [2] -

Total Stockholders' Equity (Deficit) (188,443) - (188,443) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ $ $ 950 $ - $ 950 [1] To record shares issued in establishment of NightFood Holdings, Inc Accumulated Deficit ($20,000) [1] To record shares exchanged to acquire NightFood, Inc Accumulated Deficit ($200) [2] To eliminate accumulated deficit of the Company. Additional Paid-in Capital (227,750) [2] To eliminate accumulated deficit of the Company. (227,750)

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---

---

-

--

-

---

NightFood Holdings Inc.Proforma Consolidated Statements of Operations

NightFood, Inc. For the Twelve Months Ended June 30, 2013NightFood Holdings, Inc. For the Twelve Months Ended June 30, 2013

Pro-Forma Adjusted NightFood NightFood Combined Pro Forma Combined Inc. Holding Inc. Totals Adjustments REF TotalsREVENUES $ 5,817 $ - $ 5,817 $ $ 5,817 COST OF SALES 1,665 - 1,665 1,665 GROSS PROFIT 4,152 - 4,152 4,152 OPERATING EXPENSES Advertising & promotional 596 - 596 596 Selling, general and administrative 14,296 - 14,296 14,296 Total Costs and Expenses 14,892 - 14,892 14,892 OPERATING LOSS (10,740) - (10,740) (10,740) OTHER EXPENSE Interest expense - bank debt 1,457 - 1,457 1,457 Interest expense - related party 10,516 - 10,516 10,516 Total Other Income (Expense) 11,973 - 11,973 11,973 LOSS BEFORE INCOME TAXES (22,713) - (22,713) (22,713) PROVISION FOR INCOME TAXES - - - - NET LOSS $ (22,713) $ - $ (22,713) $ $ (22,713) BASIC AND DILUTED LOSS PER SHARE $ (113.57) $ - $ (0.00) WEIGHTED AVERAGE SHARESOUTSTANDING

200 20,000,000 20,000,000

F-16

The NightFood, Inc.Unaudited Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

Note 1. Basis of Pro Forma PresentationThe unaudited pro forma condensed consolidated financial information included herein has been prepared pursuant to the rules and regulationsof the United States Securities and Exchange Commission. The unaudited pro forma condensed consolidated financial information ofNightFood, Inc. based on the historical balance sheets of NightFood and NightFood, Holdings Inc. as of September 30, 2013 and June 30,2013 respectively, the Proforma Condensed Earnings per share of NightFood for the period September 30, 2013 and June 30, 2013, ofNightFood have been prepared after giving effect to the adjustments and assumptions described below.

NightFood employs accounting policies that are in accordance with accounting principles generally accepted in the United States of America.In management’s opinion, all material adjustments necessary to reflect fairly the pro forma financial position and unaudited pro forma resultsof operations of NightFood have been made. The ongoing activity presented in this unaudited pro forma consolidated financial informationrepresents NightFood’ s assets, liabilities, after giving effect to the recapitalization of NightFood Holdings, Inc.

Note 2. Capitalization of NightFood Holdings, Inc.Prior to the merger, NightFood Holdings Inc. has an authorized capitalization consisting of 100,000,000 shares of Holdings Common Stock,and 1,000,000 shares of Holdings Preferred Stock of which, 20,000,000 shares of Common Stock and no shares of Preferred Stock werecurrently issued and outstanding as of September 30, 2013.

On September 30, 2013, NightFood Holdings, Inc., a New York corporation was formed to enjoin the Company as a wholly-ownedsubsidiary for purposes of filing a registration statement.

Note 3. Pro Forma AdjustmentsThe accompanying unaudited pro forma consolidated condensed earnings per share for the year ended June 30, 2013 have been prepared as ifthe merger of NightFood Holdings, Inc. was completed on July 1, 2012 and, for consolidated balance sheet purposes, and as if theestablishment of NightFood Holdings, Inc. had occurred as of June 30, 2012, and reflect the pro forma adjustments as presented above.

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NightFood Holdings, Inc.

2,276,500 SHARES OF COMMON STOCK

TABLE OF CONTENTS

PROSPECTUS SUMMARY 4RISK FACTORS 5USE OF PROCEEDS 11SELLING STOCKHOLDERS 11DETERMINATION OF OFFERING PRICE 13DIVIDEND POLICY 13MARKET FOR SECURITIES 13DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 16SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS 16DESCRIPTION OF CAPITAL STOCK 17DESCRIPTION OF BUSINESS 19MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 21CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 23LEGAL MATTERS 23EXPERTS 23WHERE YOU CAN FIND MORE INFORMATION 24INDEX TO FINANCIAL STATEMENTS F-1

Dealer Prospectus Delivery Obligation

Until __________________, 2014, all dealers that effect transactions in these securities, whether or not participating in this offering, may berequired to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and withrespect to their unsold allotments or subscriptions.

The selling stockholders are offering and selling shares of our common stock only to those persons and in those jurisdictions where theseoffers and sales are permitted.

You should rely only on the information contained in this prospectus, as amended and supplemented from time to time. We have notauthorized anyone to provide you with information that is different from that contained in this prospectus. If anyone provides you withdifferent or inconsistent information, you should not rely on it.

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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth costs and expenses payable by the Company in connection with the sale of common shares being registered. Allamounts except the SEC filing fee are estimates.

SEC registration fee $Accounting fees and expenses *Legal fees and expenses 1 0*Miscellaneous * Total $ *

*The foregoing are estimates only and have been paid.(1) To be paid by a third party

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Certificate of Incorporation and the Bylaws of our Company provide that our Company will indemnify, to the fullest extent permitted bythe Nevada Revised Statutes, each person who is or was a director, officer, employee or agent of our Company, or who serves or served anyother enterprise or organization at the request of our Company. Pursuant to Nevada law, this includes elimination of liability for monetarydamages for breach of the directors’ fiduciary duty of care to our Company and its stockholders. These provisions do not eliminate thedirectors’ duty of care and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief willremain available under Nevada law. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyaltyto our Company, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for anytransaction from which the director derived an improper personal benefit, and for payment of dividends or approval of stock repurchases orredemptions that are unlawful under Nevada law. The provision also does not affect a director’s responsibilities under any other laws, such asthe federal securities laws or state or federal environmental laws.

We have not entered into any agreements with our directors and executive officers that require us to indemnify these persons against expenses,judgments, fines, settlements and other amounts actually and reasonably incurred (including expenses of a derivative action) in connectionwith any proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact that the person is orwas a director or officer of our Company or any of our affiliated enterprises.

We do not maintain any policy of directors’ and officers’ liability insurance that insures its directors and officers against the cost of defense,settlement or payment of a judgment under any circumstances.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Upon our formation, we issued 20,000,000 shares to Sean Folkson in exchange for all of the shares of NightFood, Inc., a New Yorkcorporation. Such transactions with the Company’s founder was exempt from registration by reason of Section 4(2) of the Securities Act of1933, as amended (the “Act”). All of the shares issued in such transactions bear an appropriate restrictive legend.

In October 2013, an additional 200,000 shares were issued to 2 investors for $10,000 in cash ($0.05 per share). In January 2014, anadditional 90,000 shares were issued to 2 investors for $22,500 in cash ($0.25 per share). No underwriter participated in the foregoingtransactions, and no underwriting discounts or commissions were paid, nor was any general solicitation or general advertising conducted. Thesecurities bear a restrictive legend and stop transfer instructions are noted on our stock transfer records.

These shares were issued in private offerings pursuant to Regulation D under the Act, and each of the investors therein represented in writingthat such investor was an accredited investor as that term is defined in Regulation D and that he was acquiring the shares for his own accountand for investment. A copy of the form of such subscription agreements is filed as Exhibit 4.1 and 4.2 to the registration statement of whichthis prospectus is a part. The offerings were, accordingly, exempt by reason of Section 4(6) of the Act.

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1.

2.

3.

4.

5.

6.

7.

Since our formation we have issued an aggregate of 4,118,560 shares to five consultants. These consultants acquired their shares forinvestment and for their own account. These privately negotiated transactions were exempt from registration by reason of Section 4(2) of theAct as transactions by an issuer not involving a public offering.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following exhibits are filed with this Registration Statement on Form S-1.

Exhibit No. Description3.1 Certificate of Incorporation*3.2 Bylaws*4.1 Subscription Agreements*4.2 Specimen Stock Certificate*5.1 Legal Opinion **

10.1 Promissory Note from NightFood, Inc. payable to Sean Folkson*22.1 Subsidiaries of the Registrant*23.1 Consent of Beckstead & Company, CPAs *23.2 Consent of Frank J. Hariton, Esq. (to be included in Exhibit 5.1)

*Filed herewith** To be filed by amendment

UNDERTAKINGS

We hereby undertake to:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in theregistration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value ofsecurities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximumoffering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, thechanges in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation ofRegistration Fee" table in the effective registration statement.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or anymaterial change to such information in the registration statement;

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemedto be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemedto be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at thetermination of the offering.

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§230.424(b)(2), (b)(5), or (b)(7) of this chapter) as partof a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§230.415(a)(1)(i),(vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall bedeemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used aftereffectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, forliability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of theregistration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securitiesat that time shall be

II-2

deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that ispart of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement orprospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersedeor modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in anysuch document immediately prior to such effective date;

6. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controllingpersons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securitiesand Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the eventthat a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer orcontrolling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has beensettled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against publicpolicy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to this Registration Statement onForm S-1 to be signed on our behalf by the undersigned, thereunto duly authorized, in the Village of Elmsford, State of New York, onJanuary 13, 2014.

NightFood Holdings, Inc.,

By: /s/ Sean Folkson Name: Sean FolksonTitle: President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to this Registration Statement on Form S-1 has been signed by thefollowing persons in the capacities and on the dates indicated:

Person Capacity Date

/s/ Sean Folkson, President Sean Flokson

President and Chief Executive Officerand a Director (Principal Executive,Financial and Accounting Officer)

January 13, 2014

II-3

EXHIBIT 3.1

EXHIBIT 3.2

BYLAWS FOR THE REGULATION OFNIGHTFOOD HOLDINGS, INC.

a Nevada corporation(the "Corporation")

ARTICLE 1

Offices

Section 1.01 -- Principal And Registered Office.

The principal and registered office for the transaction of the business of the Corporation is hereby fixed and located at 85Parkview Road, Elmsford, NY 10523. The Corporation's administrative offices shall be located at any place within thestate of Nevada or elsewhere as determined by the Board of Directors. The Corporation may have such other offices,within any state of the United States, as the Corporation's board of directors (the ABoard@) may designate or as thebusiness of the Corporation may require from time to time.

Section 1.02 -- Other Offices.

Branch or subordinate offices may at any time be established by the Board at any place or places where the Corporation isqualified to do business.

ARTICLE 2

Meetings of Shareholders

Section 2.01 -- Meeting Place.

All annual meetings of shareholders and all other meetings of shareholders shall be held at the administrative office or atany other place within or without the State of Nevada which may be designated by the Board.

Section 2.02 -- Annual Meetings.

A. The annual meetings of shareholders shall be held on the first Tuesday of December of each year, at the hour of 2:00p.m., commencing with the year 2014, provided, however, that should the day of the annual meeting fall upon a legalholiday, then any such annual meeting of shareholders shall be held at the same time and place on the next business daythereafter which is not a legal holiday.

1

B. Written notice of each annual meeting signed by the president or the secretary, or by such other person or persons asthe Board may designate, shall be given to each shareholder entitled to vote thereat, either personally or by mail or othermeans of written communication, charges prepaid, addressed to such shareholder at his address appearing on the books ofthe Corporation or given by him to the Corporation for the purpose of notice. If a shareholder gives no address, noticeshall be deemed to have been given to him if sent by mail or other means of written communication addressed to the placewhere the principal office of the Corporation is situated, or if published at least once in some newspaper of generalcirculation in the county in which said office is located. All such notices shall be sent to each shareholder entitled thereto,or published, not less than ten (10) nor more than sixty (60) days before each annual meeting, and shall specify the place,the day and the hour of such meeting, and shall also state the purpose or purposes for which the meeting is called.

C. Failure to hold the annual meeting shall not constitute dissolution or forfeiture of the Corporation, and a specialmeeting of the shareholders may take the place thereof.

Section 2.03 -- Special Meetings.

Special meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the presidentor by the Board, or by one or more shareholders holding not less that 20% of the voting power of the Corporation. Exceptin special cases where other express provision is made by statute, notice of such special meetings shall be given in thesame manner as for annual meetings of shareholders. Notices of any special meeting shall specify in addition to the place,day and hour of such meeting, the purpose or purposes for which the meeting is called.

Section 2.04 -- Adjourned Meetings And Notice Thereof.

A. Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to timeby the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat,but in the absence of a quorum, no other business may be transacted at any such meeting.

B. When any shareholders' meeting, either annual or special, is adjourned for thirty (30) days or more, notice of theadjourned meeting shall be given as in the case of an original meeting. Otherwise, it shall not be necessary to give anynotice of an adjournment or of the business to be transacted at an adjourned meeting, other than by announcement at themeeting at which such adjournment is taken.

Section 2.05 -- Entry Of Notice.

Whenever any shareholder entitled to vote has been absent from any meeting of shareholders, whether annual or special,an entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence thatdue notice of such meeting was given to such shareholder, as required by law and these bylaws.

2

Section 2.06 -- Voting.

At all annual and special meetings of shareholders, each shareholder entitled to vote thereat shall have one vote for eachshare of stock so held and represented at such meetings, either in person or by written proxy, unless the Corporation'sarticles of incorporation ("Articles") provide otherwise, in which event, the voting rights, powers and privilegesprescribed in the Articles shall prevail. Voting for directors and, upon demand of any shareholder, upon any question atany meeting, shall be by ballot. If a quorum is present at a meeting of the shareholders, the vote of a majority of the sharesrepresented at such meeting shall be sufficient to bind the Corporation, unless otherwise provided by law or the Articles.

Section 2.07 -- Quorum.

The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting shallconstitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which aquorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enoughshareholders to leave less than a quorum.

Section 2.08 -- Consent Of Absentees.

The transactions of any meeting of shareholders, either annual or special, however called and notice given thereof, shallbe as valid as though done at a meeting duly held after regular call and notice, if a quorum be present either in person orby proxy, and if, either before of after the meeting, each of the shareholders entitled to vote, not present in person or byproxy, sign a written Waiver of Notice, or a consent to the holding of such meeting, or an approval of the minutes thereof.All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of suchmeeting.

Section 2.09 -- Proxies.

Every person entitled to vote or execute consents shall have the right to do so either in person or by an agent or agentsauthorized by a written proxy executed by such person or his duly authorized agent and filed with the secretary of theCorporation; provided however, that no such proxy shall be valid after the expiration of eleven (11) months from the dateof its execution, unless the shareholder executing it specifies therein the length of time for which such proxy is tocontinue in force, which in no case shall exceed seven (7) years from the date of its execution.

Section 2.10 -- Shareholder Action Without A Meeting.

Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a writtenconsent thereto is signed by shareholders holding at least a majority of the voting power, except that if a differentproportion of voting power is required for such an action at a meeting, then that proportion of written consents isrequired. In no instance where action is authorized by this written consent need a meeting of shareholders be called ornotice given. The

3

written consent must be filed with the proceedings of the shareholders.

ARTICLE 3

Board of Directors

Section 3.01 -- Powers.

Subject to the limitations of the Articles, these bylaws, and the provisions of Nevada corporate law as to action to beauthorized or approved by the shareholders, and subject to the duties of directors as prescribed by these bylaws, allcorporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall becontrolled by, the Board. Without prejudice to such general powers, but subject to the same limitations, it is herebyexpressly declared that the directors shall have the following powers:

A. To select and remove all the other officers, agents and employees of the Corporation, prescribe such powers and dutiesfor them as are not inconsistent with law, with the Articles, or these bylaws, fix their compensation, and require fromthem security for faithful service.

B. To conduct, manage and control the affairs and business of the Corporation, and to make such rules and regulationstherefore not inconsistent with law, the Articles, or these bylaws, as they may deem best.

C. To change the principal office for the transaction of the business if such change becomes necessary or useful; to fix andlocate from time to time one or more subsidiary offices of the Corporation within or without the State of Nevada, asprovided in Section 1.02 of Article 1 hereof; to designate any place within or without the State of Nevada for the holdingof any shareholders' meeting or meetings; and to adopt, make and use a corporate seal, and to prescribe the forms ofcertificates of stock, and to alter the form of such seal and of such certificates from time to time, as in their judgment theymay deem best, provided such seal and such certificates shall at all times comply with the provisions of law.

D. To authorize the issuance of shares of stock of the Corporation from time to time, upon such terms as may be lawful, inconsideration of money paid, labor done or services actually rendered, debts or securities canceled, or tangible orintangible property actually received, or in the case of shares issued as a dividend, against amounts transferred fromsurplus to stated capital.

E. To borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed anddelivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,hypothecation or other evidences of debt and securities therefore.

F. To appoint an executive committee and other committees and to delegate to the executive committee any of the powersand authority of the Board in management of the business and affairs of the Corporation, except the power to declaredividends and to adopt, amend or repeal bylaws.

4

The executive committee shall be composed of one or more directors.

Section 3.02 -- Number And Qualification Of Directors.

The authorized number of directors of the Corporation shall be a minimum of 1 and a maximum of 7 or such othernumber as may be required by law. The Board of Directors shall set the number of directors.

Section 3.03 -- Election And Term Of Office.

The directors shall be elected at each annual meeting of shareholders, but if any such annual meeting is not held, or thedirectors are not elected thereat, the directors may be elected at any special meeting of shareholders. All directors shallhold office until their respective successors are elected.

Section 3.04 -- Vacancies.

A. Vacancies in the Board may be filled by a majority of the remaining directors, though less than a quorum, or by a soleremaining director, and each director so elected or appointed shall hold office until his successor is elected at an annual ora special meeting of the shareholders.

B. A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation or removal of anydirector, or if the authorized number of directors be increased, or if the shareholders fail at any annual or special meetingof shareholders at which any director or directors are elected to elect the full authorized number of directors to be votedfor at that meeting.

C. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by thedirectors.

D. No reduction of the authorized number of directors shall have the effect of removing any director prior to theexpiration of his term of office.

5

ARTICLE 4

Meetings of the Board of Directors

Section 4.01 -- Place Of Meetings.

Regular meetings of the Board shall be held at any place within or without the State of Nevada which has been designatedfrom time to time by resolution of the Board or by written consent of all members of the Board. In the absence of suchdesignation, regular meetings shall be held at the principal office of the Corporation. Special meetings of the Board maybe held either at a place so designated, or at the principal office. Failure to hold an annual meeting of the Board shall notconstitute forfeiture or dissolution of the Corporation.

Section 4.02 -- Organization Meeting.

Immediately following each annual meeting of shareholders, the Board shall hold a regular meeting for the purpose oforganization, election of officers, and the transaction of other business.

Section 4.03 -- Other Regular Meetings.

Other regular meetings of the Board shall be held as determined by the Board.

Section 4.04 -- Special Meetings.

A. Special meetings of the Board may be called at any time for any purpose or purposes by the President, or, if he isabsent or unable or refuses to act, by any Vice President or by any two directors.

B. Written notice of the time and place of special meetings shall be delivered personally to each director or sent to eachdirector by overnight delivery services, facsimile or telegraph, charges prepaid, addressed to him at his address as it isshown upon the records of the Corporation, or if it is not shown upon such records or is not readily ascertainable, at theplace in which the regular meetings of the directors are normally held. No such notice is valid unless delivered to thedirector to whom it was addressed at least twenty-four (24) hours prior to the time of the holding of the meeting. In thecase of overnight delivery, telecopying or telegraphing, delivery shall be deemed to be completed upon receipt of thenotice at the address (or facsimile number) provided in the records of the Corporation for such member.

Section 4.05 -- Notice Of Adjournment.

Notice of the time and place of holding an adjourned meeting need not be given to absent directors, if the time and placebe fixed at the meeting adjourned.

6

Section 4.06 -- Waiver Of Notice.

The transactions of any meeting of the Board, however called and noticed or wherever held, shall be as valid as though ameeting had been duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting,each of the directors not present sign a written waiver of notice or a consent to holding such meeting or an approval of theminutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of theminutes of the meeting.

Section 4.07 -- Quorum.

If the Corporation has only one director, then the presence of that one director constitutes a quorum. If the Corporationhas only two directors, then the presence of both such directors is necessary to constitute a quorum. If the Corporation hasthree or more directors, then a majority of those directors shall be necessary to constitute a quorum for the transaction ofbusiness, except to adjourn as hereinafter provided. A director may be present at a meeting either in person or bytelephone. Every act or decision done or made by a majority of the directors present at a meeting duly held at which aquorum is present, shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles.

Section 4.08 -- Adjournment.

A quorum of the directors may adjourn any directors' meeting to meet again at a stated day and hour; provided however,that in the absence of a quorum, a majority of the directors present at any directors' meeting, either regular or special, mayadjourn such meeting only until the time fixed for the next regular meeting of the Board.

Section 4.09 -- Fees And Compensation.

Directors shall not receive any stated salary for their services as directors, but by resolution of the Board, a fixed fee, withor without expenses of attendance, may be allowed for attendance at each meeting. Nothing stated herein shall beconstrued to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, orotherwise, and receiving compensation therefore.

Section 4.10 -- Action Without A Meeting.

Any action required or permitted to be taken at a meeting of the Board, or a committee thereof, may be taken without ameeting if, before or after the action, a written consent thereto is signed by all the members of the Board or of thecommittee. The written consent must be filed with the proceedings of the Board or committee.

ARTICLE 5

7

Officers

Section 5.01 -- Executive Officers.

The executive officers of the Corporation shall be a chief executive officer, president, a secretary, and a treasurer or suchother offices as may be designated. The Corporation may also have, at the direction of the Board, a chairman of the Board,one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers asmay be appointed in accordance with the provisions of Section 5.03 of this Article. Officers other than the president andthe chairman of the board need not be directors. Any one person may hold two or more offices, unless otherwiseprohibited by the Articles or by law.

Section 5.02 -- Appointment.

The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Sections5.03 and 5.05 of this Article, shall be appointed annually by the Board, and each shall hold his office until he resigns or isremoved or otherwise disqualified to serve, or his successor is appointed and qualified.

Section 5.03 -- Subordinate Officers, Etc.

The Board may appoint such other officers as the business of the Corporation may require, each of whom shall holdoffice for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board mayfrom time to time determine.

Section 5.04 -- Removal And Resignation.

A. Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at anyregular or special meeting of the Board.

B. Any officer may resign at any time by giving written notice to the Board or to the president or secretary. Any suchresignation shall take effect on the date such notice is received or at any later time specified therein; and, unless otherwisespecified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.05 -- Vacancies.

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in themanner prescribed in these bylaws for regular appointments to such office.

Section 5.06 -- Chairman of the Board.

The Chairman of the Board, if there be such an officer, shall, if present, preside at all meetings of the Board, and exerciseand perform such other powers and duties as may be from time to time

8

assigned to him by the Board or prescribed by these bylaws.

Section 5.07 -- Chief Executive Officer and President.Subject to such supervisory powers, if any, as may be given by the Board to the Chairman of the Board (if there be suchan officer), the chief executive officer and president shall, subject to the control of the Board, have general supervision,direction and control of the business and officers of the Corporation. He shall preside at all meetings of the shareholdersand, at all meetings of the Board. He shall be an ex-officio member of all the standing committees, including theexecutive committee, if any, and shall have the general powers and duties of management usually vested in the office ofpresident of a corporation, and shall have such other powers and duties as may be prescribed by the Board or these bylaws.

Section 5.08 -- Vice President.

In the absence or disability of the chief executive officer and president, the vice presidents, in order of their rank as fixedby the Board, or if not ranked, the vice president designated by the Board, shall perform all the duties of the president andwhen so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidentsshall have such other powers and perform such other duties as from time to time may be prescribed for them respectivelyby the Board or these bylaws.

Section 5.09 -- Secretary.

A. The secretary shall keep, or cause to be kept, at the principal office or such other place as the Board may direct, a bookof (i) minutes of all meetings of directors and shareholders, with the time and place of holding, whether regular or special,and if special, how authorized, the notice thereof given, the names of those present and absent at directors' meetings, thenumber of shares present or represented at shareholders' meetings, and the proceedings thereof; and (ii) any waivers,consents, or approvals authorized to be given by law or these bylaws.

B. The secretary shall keep, or cause to be kept, at the principal office, a share register, or a duplicate share register,showing (i) the name of each shareholder and his or her address; (ii) the number and class or classes of shares held byeach, and the number and date of certificates issued for the same; and (iii) the number and date of cancellation of everycertificate surrendered for cancellation.

Section 5.10 -- Treasurer

A. The treasurer officer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of theproperties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts,disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid-in surplus and surplusarising from a reduction of stated capital, shall be classified according to source and shown in a separate account. Thebooks of account shall at all times be open to inspection by any director.

9

B. The treasurer officer shall deposit all monies and other valuables in the name and to the credit of the Corporation withsuch depositories as may be designated by the Board. He shall disburse the funds of the Corporation as may be ordered bythe Board, shall render to the president and directors, whenever they request it, an account of all of his transactions astreasurer and of the financial condition of the Corporation, and shall have such other powers and perform such otherduties as may be prescribed by the Board or these bylaws.

ARTICLE 6

Miscellaneous

Section 6.01 - Record Date and Closing Stock Books.

The Board may fix a time in the future, not exceeding ten (10) days preceding the date of any meeting of shareholders,and not exceeding thirty (30) days preceding the date fixed for the payment of any dividend or distribution, or for theallotment of rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for thedetermination of the shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any suchdividend or distribution, or any such allotment of rights, or to exercise the rights in respect to any such change, conversionor exchange of shares, and in such case only shareholders of record on the date so fixed shall be entitled to notice of and tovote at such meetings, or to receive such dividend, distribution or allotment of rights, or to exercise such rights, as the casemay be, notwithstanding any transfer of any shares on the books of the Corporation after any record date fixed as hereinset forth. The Board may close the books of the Corporation against transfers of shares during the whole, or any part, ofany such period.

Section 6.02 - Inspection of Corporate Records.

The share register or duplicate share register, the books of account, and records of proceedings of the shareholders anddirectors shall be open to inspection upon the written demand of any shareholder or the holder of a voting trust certificate,at any reasonable time, and for a purpose reasonably related to his interests as a shareholder or as the holder of a votingtrust certificate, and shall be exhibited at any time when required by the demand of ten percent (10%) of the sharesrepresented at any shareholders' meeting. Such inspection may be made in person or by an agent or attorney, and shallinclude the right to make extracts. Demand of inspection other than at a shareholders' meeting shall be made in writingupon the president, secretary, or assistant secretary, and shall state the reason for which inspection is requested.

Section 6.03 - Checks, Drafts, Etc.

All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name ofor payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time totime, shall be determined by resolution of the Board.

Section 6.04 - Annual Report.

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The Board shall cause to be sent to the shareholders not later than one hundred twenty (120) days after the close of thefiscal or calendar year an annual report. However, shareholders shall have no right to compel delivery of such report.

Section 6.05 - Contracts, Etc., How Executed.

The Board, except as otherwise provided in these bylaws, may authorize any officer, officers, agent, or agents, to enterinto any contract, deed or lease, or execute any instrument in the name of and on behalf of the Corporation, and suchauthority may be general or confined to specific instances; and unless so authorized by the Board, no officer, agent, oremployee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its creditor render it liable for any purpose or for any amount.

Section 6.06 - Certificates of Stock.

A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when anysuch shares are fully paid up. All such certificates shall be signed by the president and the secretary or be authenticated byfacsimiles of the signature of the president and secretary or by a facsimile of the signatures of the president and thewritten signature of the secretary. Every certificate authenticated by a facsimile of a signature must be countersigned by atransfer agent or transfer clerk.

Section 6.07 -- Representations of Shares of Other Corporations.

The president and the secretary of this Corporation are authorized to vote, represent, and exercise on behalf of thisCorporation, all rights incident to any and all shares of any other corporation or corporations standing in the name of thisCorporation. The authority herein granted to said officers to vote or represent on behalf of this Corporation or companiesmay be exercised either by such officers in person or by any person authorized so to do by proxy or power of attorneyduly executed by said officers.

Section 6.08 - Inspection of Bylaws.

The Corporation shall keep in its principal office for the transaction of business the original or a copy of these bylaws, asamended or otherwise altered to date, certified by the secretary, which shall be open to inspection by the shareholders atall reasonable times during office hours.

Section 6.10 - Indemnification.

The Corporation shall indemnify its officers and directors to the fullest extent allowed by law for any liability includingreasonable costs of defense arising out of any act or omission of any officer or director on behalf of the Corporation to thefull extent allowed by the laws of the State of Nevada and any amendment to Nevada Law, whether effected by Act orjudicial decision or otherwise, which allows for further indemnification of officers or directors after the date hereof shallbe automatically adopted by the Corporation without further act.

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ARTICLE 7

Amendments

Section 7.01 -- Power of Shareholders.

New bylaws may be adopted, or these bylaws may be amended or repealed, by the affirmative vote of the shareholderscollectively having a majority of the voting power or by the written assent of such shareholders.

Section 7.02 -- Power of Directors.

Subject to the rights of the shareholders as provided in Section 7.01 of this Article, bylaws other than a bylaw, oramendment thereof, changing the authorized number of directors, may also be adopted, amended, or repealed by theBoard.

Accepted and Adopted by the Incorporator on the 16th day of October 2013.

/s/ Frank J. Hariton

Frank J. Hariton, Incorporator

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I.

1.1.

1.2.

1.3.

EXHIBIT 4.1

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT made as of this _____ day of _______ 2013 between NightFood Holdings,Inc.., a corporation organized under the laws of the State of Nevada with offices at 85 Parkview Road, Elmsford, NewYork 10523 (the “Company”), and the undersigned (the “Subscriber” and together with each of the other subscribers inthe Offering (defined below), the “Subscribers”).

WHEREAS, the Company desires to issue up to $20,000 in a private placement (the “Offering”) by sellingshares up to 400,000 shares of its common stock, par value $0.001 per share (the “Shares”), at a purchase price of $0.05per Share; and

WHEREAS, the Subscriber is delivering simultaneously herewith a completed confidential investorquestionnaire (the “Questionnaire”),

NOW, THEREFORE, for and in consideration of the promises and the mutual covenants hereinafter set forth,the parties hereto do hereby agree as follows:

SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY AND COVENANTS OF SUBSCRIBER

Subscription for Shares. Subject to the terms and conditions hereinafter set forth, the Subscriberhereby subscribes for and agrees to purchase from the Company such aggregate amount of Shares as is set forthupon the signature page hereof; and the Company agrees to sell such Shares to the Subscriber for said purchaseprice subject to the Company’s right to sell to the Subscriber such lesser number of Shares as the Company may, inits sole discretion, deem necessary or desirable. The purchase price is payable by a check made payable to“NightFood Holdings, Inc.” and delivered contemporaneously with the execution and delivery of thisSubscription Agreement to the Company’s address set forth above, Attn:, Sean Folkson, President.

Reliance on Exemptions. The Subscriber acknowledges that this Offering has not been reviewedby the United States Shares and Exchange Commission (“SEC”) or any state agency because of the Company’srepresentations that this is intended to be a nonpublic offering exempt from the registration requirements of theShares Act of 1933, as amended (the “1933 Act”) and state Shares laws. The Subscriber understands that theCompany is relying in part upon the truth and accuracy of, and the Subscriber’s compliance with, therepresentations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein inorder to determine the availability of such exemptions and the eligibility of the Subscriber to acquire the Shares.

Investment Purpose. The Subscriber represents that the Shares are being purchased for his or herown account, for investment purposes only and not for

1.4.

1.5.

(a)

(b)

(c)

(d)

distribution or resale to others in contravention of the registration requirements of the 1933 Act. The Subscriberagrees that it will not sell or otherwise transfer the Shares unless they are registered under the 1933 Act or unlessan exemption from such registration is available.

Accredited Investor. The Subscriber represents and warrants that he or she is an “accreditedinvestor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, as indicated by itsresponses to the Questionnaire, and that it is able to bear the economic risk of any investment in the Shares. TheSubscriber further represents and warrants that the information furnished in the Questionnaire is accurate andcomplete in all material respects.

RISK OF INVESTMENT. THE SUBSCRIBER RECOGNIZES THAT THE PURCHASE OFTHE SHARES INVOLVES A HIGH DEGREE OF RISK INCLUDING, WITHOUT LIMITATION, ANYAND ALL RISKS DISCUSSED IN THIS SUBSCRIPTION AGREEMENT. AN INVESTMENT IN THECOMPANY AND THE SHARES MAY RESULT IN THE LOSS OF A SUBSCRIBER’S ENTIREINVESTMENT.

Risk of Loss of Investment. An investment in the Company and the Shares offered hereby involvea high degree of risk. An investment in the Shares is suitable only for investors who can bear a loss of their entireinvestment.

Value of Shares is Speculative. The terms of this offering have been determined arbitrarily by theCompany. There is no relationship between such terms and the Company’s assets, earnings, book value and/or any otherobjective criteria of value.

Dependence on Net Proceeds; No Minimum Offering. The Company is wholly dependent uponthe net proceeds of this Offering to fund its operations, as more specifically described elsewhere in this SubscriptionAgreement. There is no commitment by any person to purchase Shares and there is no assurance that any number ofShares will be sold. Additionally, there is no minimum amount of funds that are required to be raised in order for theCompany to accept subscriptions received from investors and the Company’s may terminate this Offering prior to theexpiration of the Offering Period. There is no assurance that the Company will sell a sufficient number of Shares in thisOffering on a timely basis or that the net proceeds after payment of debts and other obligations will be adequate for theCompany’s needs.

Need for Additional Capital; Additional Private Placement. The net proceeds raised by theCompany from this Offering will be used immediately to fund the Company’s current operations. The Company willtherefore require significant additional financing shortly after this Offering, regardless of the net proceeds received, inorder to satisfy its cash requirements. Upon completion of this offering, the Company intends to affect a registration onForm S-1, become a publicly traded entity and seek to raise additional funds in private placement transactions. However,there is no assurance that it will be able to do so in a timely manner or on terms that will enable it to enter its proposedbusiness on a reasonable basis.

(e)

(f)

·

·

·····

(g)

(h)

(i)

(ii)

(A)

Restrictions on Resale. The Shares and the Shares, are “restricted” Shares and may not be resoldor otherwise transferred except pursuant to an effective registration statement or an exemption under the 1933 Act andapplicable state or “blue sky” laws.

Limited Operating History; No Financial Statements; Development Stage Entity. The Companywas formed to acquire all of the shares of NightFood, Inc., a New York corporation wholly owned by Sean Folkson wandhas an intention of becoming a public company. No assurance is given that we can reach this goal. The proceeds of thisoffering will be used to pay audit fees, fund operations and pay other expenses related to the going public process. TheCompany does not have any financial statements to give the Subscriber on which the Subscriber might base an investmentdecision. The Company is a developmental stage entity. To evaluate the Company, investors should evaluate theCompany in light of the expenses, delays, uncertainties, and complications typically encountered by early-stagedevelopment businesses, many of which are beyond the Company’s control. Early-stage development businessescommonly face risks such as the following:

lack of sufficient capital;

unanticipated problems, delays, and expenses relating to product development and implementation;

lack of intellectual property;licensing and marketing difficulties;competition;technological changes; anduncertain market acceptance of products and services.

Dependence upon the Company’s Sole Officer and Director. The Company is wholly dependentupon Sean Folkson, currently the sole officer and director of the Company, for the operations and success of theCompany. The loss of his services would have a material adverse effect on the Company’s business, financial conditionand results of operations. The Company does not have an employment agreement with Sean Folkson who is expected todevote only a portion of his working time to the affairs of the Company.

Capital Structure of the Company. The following sets forth the capital structure of the Companyprior to the sale of any Shares in this Offering.

The Company has One Hundred Million (101,000,000) authorized shares of common stock andOne Million (1,000,000) shares of blank check preferred and no other class of Shares authorized.

The Company has 20,000,000 shares of Common Stock issued and outstanding as follows:

Sean Folkson – 16,000,000;

(B)

(iii)

1.6

1.7

1.8

1.9

1.10

Peter Leighton –4,000,000.

The parties above may reallocate a portion of their shares in the future.

The Company has no other Shares currently issued and outstanding and there are no warrants,options or other Shares outstanding that are convertible into or exercisable for any Shares of the Company.

Summary of Proposed Business. The Company intends raise funds to assist in the furtherdevelopment of the business of its wholly owned subsidiary NightFood, Inc. a New York corporation (“NFI”)which it acquired from Sean Folkson to further its business of developing and marketing functional snack foodsincluding foods that are appropriate for evening snacks. After this offering is concluded, the Company will seekto register other shares of its common stock in an S-1 Registration Statement under the 1933 Act; become listedon the Over the Counter Bulletin Board (“OTCBB”); and raise additional funds through further sales of itsstock. There is no assurance that the Company will be successful in these endeavors or that if accomplishes all ofthese steps it will be able to operate profitably or that investors will be able to sell their shares at a profit. Whilemanagement believes that the Company represents a viable opportunity for investors, this may not prove to bethe case.

Information. The Subscriber acknowledges receipt and full and careful review and understandingof this Subscription Agreement (the “Offering Document”) and hereby represents that: (i) it has beenfurnished by the Company during the course of this transaction with all information regarding the Companywhich it has requested; and (ii) that it has been afforded the opportunity to ask questions of and receive answersfrom duly authorized officers of the Company concerning the terms and conditions of the Offering, and anyadditional information which it has requested.

No Representations or Warranties. The Subscriber hereby represents that, except as expressly setforth in the Offering Document, no representations or warranties have been made to the Subscriber by theCompany or any agent, employee or affiliate of the Company and in entering into this transaction theSubscriber is not relying on any information other than that contained in the Offering Documents and theresults of independent investigation by the Subscriber.

Tax Consequences. The Subscriber acknowledges that this Offering of the Shares may involve taxconsequences and that the contents of the Offering Documents do not contain tax advice or information. TheSubscriber acknowledges that it must retain its own professional advisors to evaluate the tax and otherconsequences of an investment in the Shares.

Transfer or Resale. The Subscriber understands that: (a) none of the Shares have been andare not being registered under the 1933 Act or any state

1.11

1.12

1.13

Shares laws; (b) the Shares may not be offered for sale, sold, assigned, pledged, transferred or otherwisedisposed of (each a “Disposition”) unless, prior to effecting any such Disposition (other than any transfer notinvolving a change in beneficial ownership) (i) there is in effect a registration statement under the 1933 Actcovering the Disposition and the Disposition is made in accordance with such registration statement, or (ii) theSubscriber gives written notice to the Company of such Subscriber’s intention to effect a Disposition and suchnotice shall describe the manner and circumstances of the proposed Disposition, and shall be accompanied byeither (A) a written opinion of a legal counsel that a Disposition of the Shares may be made pursuant to anexemption from such registration, or (B) any other evidence reasonably satisfactory to counsel to theCompany; and (C) the Company is under no obligation to register the Shares under the 1933 Act or any stateShares laws or to comply with the terms and conditions of any registration exemption thereunder.

Legends. The Subscriber understands that the certificates or other instruments representingthe Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may beplaced against transfer of such certificates or other instruments):

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTEREDUNDER THE SHARES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SHARESLAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED ORASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FORTHE SHARES UNDER THE SHARES ACT OF 1933, AS AMENDED, OR APPLICABLE STATESHARES LAWS, OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLEFORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLESTATE SHARES LAWS.

The legend set forth above shall be removed and the Company shall issue a certificate or other instrument without suchlegend to the holder of the Shares upon which it is stamped, if (a) there is in effect a registration statement under the 1933Act covering the Disposition and the Disposition is made in accordance with such registration statement or (b) if theDisposition of the Shares is completed in satisfaction of the requirements of Rule 144 of the 1933 Act.

Validity; Enforcement. If the Subscriber is a corporation, partnership, trust or otherentity, the Subscriber represents and warrants that: (a) it is authorized and otherwise duly qualified to purchaseand hold the Shares; and (b) that this Subscription Agreement has been duly and validly authorized, executedand delivered and constitutes the legal, binding and enforceable obligation of the undersigned.

Residency. The Subscriber represents that its principal address is furnished at the end ofthis Subscription Agreement.

1.14 NOTICE TO PROSPECTIVE PURCHASERS IN FLORIDA

1.15

1.16

1.17

II.

2.1

These Shares have not been registered under the Florida Shares Act in reliance upon an exemptiontherefrom. Any sale made pursuant to such exemption is voidable by a Florida Purchaser within three (3) daysafter the first tender of consideration is made by such purchaser to the issuer, an agent of the issuer or an escrowagent in payment for such Shares. However, this right is not available to any purchaser who is a bank, trustcompany, savings institution, insurance company, Shares dealer, investment company as defined in theinvestment company act of 1940, pension or profit-sharing trust or qualified institutional buyer as defined inRule 144A under the Shares Act of 1933.

Foreign Subscriber. If the Subscriber is not a United States person, such Subscriber herebyrepresents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection withany invitation to subscribe for the Shares or any use of this Subscription Agreement, including: (a) the legalrequirements within its jurisdiction for the purchase of the Shares; (b) any foreign exchange restrictionsapplicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) theincome tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, saleor transfer of the Shares. Such Subscriber’s subscription and payment for, and his or her continued beneficialownership of the Shares, will not violate any applicable Shares or other laws of the Subscriber’s jurisdiction.

FINRA Member. The Subscriber acknowledges that if it is a Registered Representative ofan FINRA member firm, the Subscriber must give such firm notice required by the FINRA’s Rules of FairPractice, receipt of which must be acknowledged by such firm on the signature page hereof.

Confidential Information. The subscriber acknowledges that the information containedin this Subscription Agreement and the related schedules and Exhibits, as well as any other information relatingto the Company that has been provided to the Subscriber in connection with this Offering is the confidentialand proprietary information of the Company. The Subscriber agrees that he shall not disclose any of saidinformation to any other person, except for his financial and legal advisors, who require such information toadvise the Subscriber with respect to his contemplated investment, and in the event that the Subscriber does notinvest in this Offering, he shall return all materials provided to him by the Company, including any copiesthereof, to the Company.

REPRESENTATIONS BY THE COMPANY

The Company represents and warrants to the Subscriber, except as set forth in any disclosure schedules attachedhereto:

Organization and Qualification. The Company is duly organized and validly existing in good standingunder the laws of Nevada and has the requisite power and authorization to own its properties and to carry on its businessas now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing inevery jurisdiction in which its ownership of property or the nature of the business conducted by it makes such

2.2

2.3

qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have aMaterial Adverse Effect. As used in this Subscription Agreement, “Material Adverse Effect” means any materialadverse effect on the business, properties, assets, operations, results of operations or financial condition of the Company,if any, taken as a whole, or on the transactions contemplated hereby, or by the other Offering Documents or theagreements and instruments to be entered into in connection herewith or therewith, or on the authority or ability of theCompany to perform its obligations under the Offering Documents.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authorityto enter into and perform its obligations under this Subscription Agreement and to perform its obligations hereunder, andto issue the Shares in accordance with the terms hereof. The execution and delivery of this Agreement by the Companyand the consummation by the Company of the transactions contemplated hereby, including without limitation theissuance of the Shares, have been duly authorized by the Company’s board of directors and no further consent orauthorization is required by the Company, its board of directors or its stockholders. This Agreement has been dulyexecuted and delivered by the Company, and constitute valid and binding obligations of the Company enforceable againstthe Company in accordance with its terms, except as such enforceability may be limited by general principles of equity orapplicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affectinggenerally, the enforcement of creditors’ rights and remedies.

Capitalization. Prior to the Initial Closing, the authorized, issued and outstanding Shares of the Company(including, but not limited to, all and/or other Shares convertible into equity Shares of the Company and all options andwarrants, all of which are listed in Section 1.1(i) of this Subscription Agreement. All of the issued and outstandingShares of the Company have been and are, or upon issuance will be duly authorized, validly issued, fully paid and non-assessable. Except as disclosed in Offering Document, (i) no shares of the Company's capital stock are subject topreemptive rights under Nevada law or any other similar rights or any liens or encumbrances suffered or permitted by theCompany; (ii) there are no outstanding debt Shares issued by the Company; (iii) there are no outstanding options,warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or Shares or rightsconvertible into or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries, or contracts,commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become boundto issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights tosubscribe to, calls or commitments of any character whatsoever relating to, or Shares or rights convertible into orexchangeable for, any shares of capital stock of the Company or any of its Subsidiaries; (iv) there are no agreements orarrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their Sharesunder the 1933 Act; (v) there are no outstanding Shares of the Company or any of its Subsidiaries which contain anyredemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which theCompany or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of itsSubsidiaries; (vi) there are no Shares or instruments containing anti-dilution or similar provisions that will be triggeredby the issuance of the Shares as described in the Offering

2.4

2.5

2.6

2.7

Documents; and (vii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreementsor any similar plan or agreement. All prior sales of Shares of the Company were either registered under the 1933 Act andapplicable state Shares laws or exempt from such registration, and no security holder has any rescission rights withrespect thereto.

Issuance of Shares; Reservation. The issuance, sale and delivery of the Shares have been duly authorizedby all requisite corporate action by the Company and, upon issuance in accordance with the Offering Documents, shall be(a) duly authorized, validly issued, fully paid and non-assessable, (b) free from all taxes, liens and charges with respect tothe issue thereof except that may be created by the Subscriber, and (c) entitled to the rights and preferences set forth in theShares. Assuming (i) the accuracy of the information provided by the respective Subscribers in the SubscriptionAgreement and Questionnaire, and (ii) that all of the offerees and Subscribers are “accredited investors” as such term isdefined in Rule 501 of Regulation D, the offer and sale of the Shares pursuant to the terms of this SubscriptionAgreement are and will be exempt from the registration requirements of the 1933 Act and the rules and regulationspromulgated thereunder. The Company is not disqualified from the exemption under Regulation D by virtue of thedisqualification contained in Rule 507 thereof or otherwise.

No Conflicts. Except as set forth in the Offering Documents, the execution, delivery and performance ofthe Offering Documents by the Company, the consummation by the Company of the transactions contemplated by theOffering Documents, and the issuance of the Shares and performance by the Company of its obligations under theOffering Documents, will not (a) result in a violation of the Company’s Certificate of Incorporation, any other certificateof designations, preferences and rights of any outstanding series of preferred stock of the Company, or the Company’sBy-Laws, (b) conflict with, or constitute a default or an event which with notice or lapse of time or both would become adefault under, or give to others any rights of termination, amendment, acceleration or cancellation of, any materialagreement, note and/or other indebtedness, lease, license or instrument, or (c) result in a violation of any law, rule,regulation, order, judgment or decree (including federal and state Shares laws and regulations and the rules andregulations of the NASD) applicable to the Company or any of its Subsidiaries or by which any property or asset of theCompany or any of its Subsidiaries is bound or affected.

Consents. The Company is not required to obtain any consent, authorization or order of, or makeany filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order forit to execute, deliver or perform any of its obligations under or contemplated by the Offering Documents. Except asotherwise provided in the Offering Documents, all consents, authorizations, orders, filings and registrations which theCompany is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the datehereof. The Company and its Subsidiaries are unaware of any facts or circumstances which might prevent the Companyfrom obtaining or effecting any of the foregoing.

No General Solicitation. None of the Company, its Subsidiaries, any of their affiliates, and anyperson acting on their behalf, has engaged in any form of general

2.8

2.9

2.10

2.11

2.12

solicitation or general advertising (within the meaning of Regulation D under the 1933 Act) in connection with the offeror sale of the Shares.

No Integrated Offering. None of the Company, its Subsidiaries, any of their affiliates, and any personacting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy anysecurity, under circumstances that would require registration of any of the Shares under the 1933 Act by causing thisOffering of the Shares to be integrated with prior offerings by the Company for purposes of the 1933 Act or anyapplicable stockholder approval provisions, including without limitation, under the rules and regulations of any exchangeor automated quotation system on which any of the Shares of the Company are listed or designated, or otherwise. None ofthe Company, its Subsidiaries, their affiliates and any person acting on their behalf will take any action or steps referredto in the preceding sentence that would require registration of any of the Shares under the 1933 Act by causing theOffering of the Shares to be integrated with other offerings, or otherwise.

Foreign Corrupt Practices. Neither the Company, nor any director, officer, agent, employee or otherperson acting on behalf of the Company or any of its Subsidiaries has, in the course of its actions for, or on behalf of, theCompany, (a) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expensesrelating to political activity; made any direct or indirect unlawful payment to any foreign or domestic governmentofficial or employee from corporate funds, (b) violated or is in violation of any provision of the U.S. Foreign CorruptPractices Act of 1977, as amended, or (c) made any unlawful bribe, rebate, payoff, influence payment, kickback or otherunlawful payment to any foreign or domestic government official or employee.

Absence of Litigation. Except as set forth in the Offering Document, there is no action, suit, proceeding,inquiry or investigation before or by the NASD, any court, public board, government agency, self-regulatoryorganization or body, or arbitrator pending or, to the knowledge of the Company, threatened against the Company, theCommon Stock or any of the Company’s officers or directors in their capacities as such.

Tax Status. Except as set forth in the Offering Document, the Company and has made or filed all federaland state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject,except when the failure to do so would not have a Material Adverse Effect, and has paid all taxes and other governmentalassessments and charges that are material in amount, shown or determined to be due on such returns, reports anddeclarations or to the Company’s knowledge otherwise due and payable, except those being contested in good faith andhas set aside on its books reserves in accordance with GAAP reasonably adequate for the payment of all taxes for periodssubsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any materialamount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basisfor any such claim.

Shares Law Compliance. The offer, offer for sale, and sale of the Shares has not been registered with theSEC. The Shares are to be offered, offered for sale and sold in reliance

2.13

2.14

upon the exemptions from the registration requirements of Section 5 of the 1933 Act. The Company will conduct theOffering in compliance with the requirements of Regulation D under the 1933 Act, and the Company will file allappropriate notices of offering with the SEC.

Title. Except as set forth in or contemplated by the Offering Document, the Company has good andmarketable title to all material properties and tangible assets owned by it, free and clear of all liens, charges,encumbrances or restrictions, except as such as are not significant or important in relation to the Company’s business; allof the material leases and subleases under which the Company is the lessor or sublessor of properties or assets or underwhich the Company holds properties or assets as lessee or sublessee are in full force and effect, and the Company is not indefault in any material respect with respect to any of the terms or provisions of any of such leases or subleases, and to theCompany’s knowledge no material claim has been asserted by anyone adverse to rights of the Company as lessor,sublessor, lessee or sublessee under any of the leases or subleases mentioned above, or affecting or questioning the right ofthe Company to continued possession of the leased or subleased premises or assets under any such lease or sublease. TheCompany owns, leases or licenses all such properties as are necessary to its operations as described in the OfferingDocuments.

Intellectual Property Rights. The Company owns or possess adequate rights or licenses to use alltrademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights,inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respectivebusinesses as now conducted, the lack of which could reasonably be expected to have a Material Adverse Effect. Except asset forth in the Offering Documents, to the Company’s knowledge, none of the Company's trademarks, trade names,service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,government authorizations, trade secrets or other intellectual property rights have expired or terminated, or are expectedto expire or terminate within two (2) years from the date of this Subscription Agreement, except where such expiration ortermination would not have either individually or in the aggregate a Material Adverse Effect. The Company does nothave any knowledge of any infringement by the Company of trademarks, trade name rights, patents, patent rights,copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secrets or other similarrights of others, or of any such development of similar or identical trade secrets or technical information by others and,except as set forth in the Offering Document, no claim, action or proceeding has been made or brought against, or to theCompany's knowledge, has been threatened against, the Company regarding trademarks, trade name rights, patents, patentrights, inventions, copyrights, licenses, service names, service marks, service mark registrations, trade secrets or otherinfringement, except where such infringement, claim, action or proceeding would not reasonably be expected to haveeither individually or in the aggregate a Material Adverse Effect. Except as set forth in the Offering Document, theCompany is unaware of any facts or circumstances which might give rise to any of the foregoing. The Company has takenreasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties exceptwhere the failure to do so would not have either individually or in the aggregate a Material Adverse Effect.

2.15

2.16

III.

IV.

3.1

3.2

Registration Rights. No person has any right to cause the Company to effect the registration under the1933 Act of any Shares of the Company.

Brokers. Neither the Company nor any of its officers, directors, employees or stockholders has employedany broker or finder in connection with the transactions contemplated herein.

Disclosure. None of the representations and warranties of the Company appearing in this SubscriptionAgreement or any information appearing in any Exhibit or Schedule hereto other than material which says it is a “belief”or “expectation” of the Company or similarly qualified, which statements the Company believes to the best of itsknowledge as of the date hereof and at each Closing Date to be true and accurate in all material respects and notmisleading), when considered together as a whole, contains, or on any Closing Date will contain, any untrue statement ofa material fact or omits, or on any Closing Date will omit, to state any material fact required to be stated herein or thereinin order for the statements herein or therein, in light of the circumstances under which they were made, not to bemisleading.

TERMS OF SUBSCRIPTION

Closing and Termination of Offering. Provided that the required conditions to closing set forth inArticle V and Article VI hereof have been satisfied or waived, a closing (the “Initial Closing”) shall take place at theoffices of the Company as set forth herein or at such place as may otherwise be agreed to by the Company within 30 daysof the receipt of the first cleared subscriber’s funds. The Company may consummate subsequent closings of the Offering,upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions to closing set forthin Article V and Article VI hereof, and each of which shall be deemed a “Closing” hereunder. The date of the last closingof the Offering is hereinafter referred to as the “Final Closing” and the date of any Closing hereunder is hereinafterreferred to as a “Closing Date.” The offering period for the Offering shall commence on the day the Offering Documentis first delivered to prospective Subscribers by the Company for delivery in connection with the offering for sale of theShares and shall continue until the earlier to occur of: (i) the sale of the all of the Shares being offered pursuant to thisOffering; and (ii) 5:00 p.m. (New York Time), November 15, 2013; provided, however, that (A) if all of the Shares havenot been sold on or prior to November 15, 2013, this Offering may be extended for an additional ninety (90) days by theCompany and for additional 90 day periods thereafter in its sole discretion and (B) this Offering may be terminated priorto November 15, 2013, upon the sole action of the Company. The day that the Offering Period terminates is hereinafterreferred to as the “Termination Date.”

Certificates. The Subscriber hereby authorizes and directs the Company, upon each closing of theOffering, to (i) deliver the certificates representing the Shares (the “Stock Certificates”) to be issued to such Subscriberpursuant to this Subscription Agreement to the Subscriber’s address indicated in the Questionnaire, by thirty (30) daysafter the applicable Closing Date.

V.

4.2

(a)

(b)

(c)

VI.

5.1

5.2

5.3

5.4

COVENANTS

4.1 Form D and Blue Sky. The Company shall file a Form D with respect to the Shares as required underRegulation D under the 1933 Act and, upon written request, provide a copy thereof to the Subscriber promptly after suchfiling. The Company shall use its reasonable best efforts, on or before the Closing, to take such action as the Companyshall reasonably determine is necessary in order to obtain an exemption for or to qualify the Shares for sale to theSubscriber pursuant to this Subscription Agreement under applicable Shares or “Blue Sky” laws of the states of theUnited States. The Company shall use its reasonable best efforts to make all filings and reports relating to the offer andsale of the Shares required under applicable Shares or “Blue Sky” laws of the states of the United States following theClosing.

Use of Proceeds. The Company shall only use the net proceeds from the sale of the Shares for thefollowing purposes:

To pay the expenses of the Offering, including, but not limited to legal and accounting fees;

To fund the costs of an audit and other costs related to a Securities Act Registration Statement (butno assurance is given that this will be completed); and

Working capital requirements.

CONDITIONS TO CLOSING IN FAVOR OF THE COMPANY

The obligation of the Company hereunder to issue and sell Shares to the Subscriber at the Closing is subject to thesatisfaction, at or before the Closing, of each of the following conditions, provided that these conditions are for theCompany’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Subscriberwith prior written notice thereof:

Offering Documents. The Subscriber shall have executed a Questionnaire, a Subscription Agreement anddelivered the same to the Company.

Purchase Price. The Subscriber shall have paid the purchase price for the Shares being purchased by theSubscriber at the Closing in the manner set forth in Section 1.1.

Representations and Warranties. The representations and warranties of the Subscriber shall be true andcorrect in all material respects as of the date when made and as of the Closing as though made at that time, and theSubscriber shall have performed, satisfied and complied in all material respects with the covenants, agreements andconditions required by this Subscription Agreement to be performed, satisfied or complied with by the Subscriber at orprior to the Closing.

Other Matters. All opinions, certificates and documents and all proceedings related to this Offering shallbe in form and content reasonably satisfactory to the Company and its legal counsel.

VI.

6.1

6.2

VII.

7.1

VIII.

8.1

CONDITIONS TO CLOSING IN FAVOR OF THE SUBSCRIBER

The obligation of the Subscriber hereunder to purchase the Shares is subject to the satisfaction, at or before theClosing, of each of the following conditions, provided that these conditions are for the Subscriber’s sole benefit and maybe waived by the Subscriber at any time in its sole discretion by providing the Company with prior written notice thereof:

Offering Documents. The Company shall have executed and delivered to the Subscriber each of theOffering Documents to which its signature is required.

Representations and Warranties. The representations and warranties of the Company shall be true andcorrect as of the date when made and as of the Closing as though made at that time (except for representations andwarranties that reference a specific date which shall have been true and correct in all material respects as of such date),and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements andconditions required by the Offering Documents to be performed, satisfied or complied with by the Company at or prior tothe Closing.

RIGHTS OF TERMINATION

Termination by Subscriber or Company. This Subscription Agreement may be terminated at any timeprior to the Closing: (a) by mutual written consent of the parties hereto; or (b) by the Company or the Subscriber uponwritten notice to the other party if any court or governmental authority of competent jurisdiction shall have issued a final,non-appealable order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplatedby this Subscription Agreement. Termination of this Subscription Agreement under this Section 7.1 shall result in thisSubscription Agreement becoming void and of no further force and effect, except that a termination shall not release, orbe construed as so releasing, any party hereto from any liability or damage to the other party hereto arising out of thebreaching party’s willful and material breach of the warranties and representations made by it, or willful and materialfailure in performance of any of its covenants, agreements, duties or obligations provided hereunder, and the obligationsunder Section 8.8 shall survive such termination.

MISCELLANEOUS

Notice. Any notices, consents, waivers or other communications required or permitted to be given under theterms of this Subscription Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt,when delivered personally, (b) upon receipt, when sent by facsimile (provided confirmation of transmission ismechanically or electronically generated and kept on file by the sending party), or (c) one (1) business day after depositwith an overnight courier service, in each case properly addressed to the party to receive the same. The addresses andfacsimile numbers for such communications shall be:

8.2

8.3

8.4

If to the Company at the address set forth in the first paragraph of this agreement, Attn.: President.If to the Subscriber, to its address and facsimile number set forth at the end of this Subscription Agreement, or to

such other address and/or facsimile number and/or to the attention of such other person as specified by written noticegiven to the Company five (5) days prior to the effectiveness of such change.

Written confirmation of receipt (a) given by the recipient of such notice, consent, waiver or other communication,(b) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipientfacsimile number and an image of the first page of such transmission, or (c) provided by an overnight courier serviceshall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service inaccordance with clauses (a), (b) or (c) above, respectively.

Entire Agreement; Amendment. This Subscription Agreement supersedes all other prior oral or writtenagreements between the Subscriber, the Company, their affiliates and persons acting on their behalf with respect to thematters discussed herein, and this Subscription Agreement and the instruments referenced herein contain the entireunderstanding of the parties with respect to the matters covered herein and therein and, except as specifically set forthherein or therein, neither the Company nor the Subscriber makes any representation, warranty, covenant or undertakingwith respect to such matters. No provision of this Subscription Agreement may be amended or waived other than by aninstrument in writing signed by the Company and each Subscriber.

Severability. If any provision of this Subscription Agreement shall be invalid or unenforceable in anyjurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of thisSubscription Agreement in that jurisdiction or the validity or enforceability of any provision of this SubscriptionAgreement in any other jurisdiction.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed solely in accordancewith the internal laws of the State of New York with respect to contracts executed, delivered and to be fully performedtherein, without regard to the conflicts of laws principles thereof. The parties hereto hereby expressly and irrevocablyagree that any suit or proceeding arising under this Agreement or the consummation of the transactions contemplatedhereby, shall be brought solely in a federal or state court located in the Village of Elmsford and County of Westchester,State of New York. By its execution hereof, Company and Subscriber hereby expressly and irrevocably submits to the inpersonam jurisdiction of the federal and state courts located in the Village of Elmsford, County of Westchester, State ofNew York and agree that any process in any such action may be served upon him or her personally, or by certified mail orregistered mail upon such party or such agent, return receipt requested, with the same full force and effect as if personallyserved upon such party in Elmsford, New York. The parties hereto each waive any claim that any such jurisdiction is not aconvenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respectthereto. In the

8.5

8.6

8.7

8.8

8.9

8.10

8.11

8.12

8.13

event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other partyhereto of its reasonable counsel fees and disbursements.

Headings. The headings of this Subscription Agreement are for convenience of reference and shall notform part of, or affect the interpretation of, this Subscription Agreement.

Successors And Assigns. This Subscription Agreement shall be binding upon and inure to the benefit ofthe parties and their respective successors and assigns, including any purchasers of the Shares. The Company shall notassign this Subscription Agreement or any rights or obligations hereunder. Subscriber may assign some or all of its rightshereunder without the consent of the Company, provided, however, that any such assignment shall not release theSubscriber from its obligations hereunder unless such obligations are assumed by such assignee and the Company hasconsented to such assignment and assumption, which consent shall not be unreasonably withheld.

No Third Party Beneficiaries. This Subscription Agreement is intended for the benefit of the partieshereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof beenforced by, any other person.

Survival. The representations and warranties of the Company and the Subscriber contained in Article Iand Article II and the agreements set forth this Article VIII shall survive the Closing for a period of twelve (12) months.

Further Assurances. Each party shall do and perform, or cause to be done and performed, all such furtheracts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as theother party may reasonably request in order to carry out the intent and accomplish the purposes of this SubscriptionAgreement and the consummation of the transactions contemplated hereby.

No Strict Construction. The language used in this Subscription Agreement will be deemed to be thelanguage chosen by the parties to express their mutual intent, and no rules of strict construction will be applied againstany party.

Legal Representation. The Subscriber acknowledges that: (a) it has read this Subscription Agreementand the exhibits hereto; (b) it understands that the Company has been represented in the preparation, negotiation, andexecution of this Subscription Agreement by Frank Hariton, Esq., counsel to the Company; (c) it has either beenrepresented in the preparation, negotiation, and execution of this Subscription Agreement by legal counsel of its ownchoice, or has chosen to forego such representation by legal counsel after being advised to seek such legal representation;and (d) it understands the terms and consequences of this Subscription Agreement and is fully aware of its legal andbinding effect.

Confidentiality. The Subscriber agrees that it shall keep confidential and not divulge, furnish or makeaccessible to anyone, the confidential information concerning or relating to the business or financial affairs of theCompany contained in the Offering Documents to which it has become privy by reason of this Subscription Agreement.

Counterparts. This Subscription Agreement may be executed in two or more identical counterparts, allof which shall be considered one and the same agreement and shall become effective when counterparts have been signedby each party and delivered to the other

party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatorythereto with the same force and effect as if the signature were an original, not a facsimile signature.

Remainder of Page Intentionally Left Blank

(1)(2)(3)(4)

IN WITNESS WHEREOF, the parties have executed this Subscription Agreement as of the date first writtenabove.

SUBSCRIBER ** CO-SUBSCRIBER ** Signature of Subscriber Signature of Co-Subscriber Name of Subscriber [please print] Name of Co-Subscriber [please print] Address of Subscriber Address of Co-Subscriber Social Security or TaxpayerIdentification Number of Subscriber

Social Security or Taxpayer IdentificationNumber of Co-Subscriber

Name of Holder(s) as it should appear on the security certificates* [please print]

* Please provide the exact names that you wish to see on the certificates

For individuals, print full name of subscriber.For joint, print full name of subscriber and all co-subscribers.For corporations, partnerships, LLC, print full name of entity, including “&,” “Co.,” “Inc.,” “etc,” “LLC,” “LP,”etc.For Trusts, print trust name (please contact your trustee for the exact name that should appear on the certificates.)

Dollar Amount of Shares Subscribed For: $_______________

Dollar Amount of SharesSubscription Accepted: $__________________

SUBSCRIPTION ACCEPTED BY THE COMPANY

NightFood Holdings, Inc.

By:________________________________________Sean Folkson, President & CEO

**If Subscriber is a Registered Representative with a FINRA (formerly NASD) member firm or anaffiliated person of a FINRA member firm, have the acknowledgment to the right signed by the appropriateparty:

The undersigned FINRA Member firm acknowledges receipt of the notice required by Rule 3040 of theFINRA Conduct Rules.

Name of FINRA Member Firm

By:____________________________Authorized Officer

EXHIBIT 4.2

Principal Amount:

PROMISSORY NOTE

Borrower: NightFood, Inc of 85 Parkview Road, Elmsford, NY 10523 (individually andcollectively the "Borrower")

Lender: Sean Folkson

$134,516.88

1. FOR VALUE RECEIVED, The Borrower promises to pay to Sean Folkson at suchaddress as may be provided in writing to the Borrower, the principal sum of one hundredthirty-four thousand, five hundred sixteen and eighty-eight hundredths ( $134,516.88 )USD, without interest payable on the unpaid principal.

2. This Note is repayable upon Sean Folkson providing the Borrower with written notice ofdemand, according to the terms below.

3. Lender may not demand repayment of this note until The Company is profitable, and in apositive cash flow position. At that time, lender may demand repayment. Companyagrees to make payments equal to 10% of the monthly positive cash flow of TheCompany until balance is paid in full.

4. At any time while not in default under this Note, the Borrower may pay the outstandingbalance then owing under this Note to Sean Folkson without further bonus or penalty.

5. This Note will be construed in accordance with and governed by the laws of the State ofNew York.

6. All costs, expenses and expenditures including, and without limitation, the complete legalcosts incurred by Sean Folkson in enforcing this Note as a result of any default by theBorrower, will be added to the principal then outstanding and will immediately be paidby the Borrower. In the case of the Borrower's default and the acceleration by SeanFolkson of the amount due, all amounts outstanding under this Note will bear interest atthe rate of 12 percent per annum from the date of demand until paid.

7. This Note will enure to the benefit of and be binding upon the respective heirs, executors,administrators, successors and assigns of the Borrower and Sean Folkson. The Borrowerwaives presentment for payment, notice of non-payment, protest and notice of protest.

IN WITNESS WHEREOF NightFood, Inc has duly affixed its signature by a duly authorizedofficer under seal on this 30th day of June, 2013.

SIGNED, SEALED, AND DELIVEREDthis 30th day of June, 2013.

NightFood, Incper: /s/ SEAN FOLKSON

EXHIBIT 22.1

Subsidiaries of the Registrant

NightFood, Inc., a New York corporation – 100% owned

EXHIBIT 23.1

We hereby consent to the inclusion of our audit report dated October 10, 2013 on the financial statements ofNightfood, Inc. for the years ended June 30, 2012 and 2013 in the Form S-1 Registration Statement dated January13, 2014 to be filed with the US Securities and Exchange Commission.

/s/ Beckstead & CompanyBeckstead & CompanyJanuary 13, 2014