NGTF 8-K
NightFood Holdings, Inc. (NGTF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Not applicable | Not applicable | Not applicable |
Item 4.01 Changes in Registrant’s Certifying Accountant.
On October 28, 2025, Nightfood Holdings, Inc. (the “Company”) dismissed Fruci & Associates II, PLLC (“Fruci”) as its independent registered public accountancy firm, and engaged TAAD, LLP (“TAAD”) as the Company’s new independent registered public accounting firm.
The reports of Fruci regarding the Company’s financial statements for the fiscal years ended June 30, 2025 and June 30, 2024, respectively, being the two most recent fiscal years for which the Company has filed financial statements with the Securities and Exchange Commission (the “SEC”), did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.
The board of directors of the Company, acting as the audit committee, approved the decision to change the Company’s independent accountants.
For the period from engagement with Fruci on April 8, 2024 through October 28, 2025, the Company had no disagreements with Fruci (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Fruci, would have caused Fruci to make reference thereto in connection with its report.
During the two most recent fiscal years and through October 28, 2025, the Company did not experience any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K),
The Company requested Fruci to furnish it with a letter addressed to the SEC stating whether or not Fruci agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated October 31, 2025, is filed as Exhibit 16.1 to this current report on Form 8-K.
During the Company’s fiscal years ending June 30, 2025, and 2024, respectively, and through October 28, 2025, neither the Company nor anyone on the Company’s behalf consulted with TAAD regarding any of the following:
(i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that TAAD concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or
(ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No | Description | |
| 16.1 | Letter from Fruci & Associates II, PLLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 03, 2025
| NIGHTFOOD HOLDINGS, INC. | ||
| By: | /s/ JIMMY CHAN | |
| Name: | Jimmy Chan | |
| Title: | Chief Executive Officer | |
Exhibit 16.1
 | ||
October 31, 2025 | ||
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Securities and Exchange Commission 100 F Street N.E. | |
| Washington, D.C. 20549 | ||
| Dear Sirs/Madams: | ||
RE: Nightfood Holdings, Inc.
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We have read Item 4.01 of Nightfood Holdings, Inc.’s Form 8-K dated October 28, 2025, and we agree with the statements set forth in Item 4.01, insofar as they relate to our firm. We have no basis to agree or disagree with the other statements contained therein. |
| Yours truly, | ||
Members of:
WSCPA |
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| Fruci & Associates II, PLLC | ||
| AICPA | ||
| 802 N Washington | ||
PO Box 2163
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Spokane, Washington
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99210-2163 |
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P 509-624-9223
www.fruci.com |