NightFood Holdings Files 2024 Annual Report

TL;DR

NightFood Holdings filed its 2024 10-K. Check financials.

AI Summary

NightFood Holdings, Inc. filed its annual report on Form 10-K for the fiscal year ended June 30, 2024. The company, incorporated in Nevada, operates in the sugar and confectionery products sector. Its principal office is located at 520 White Plains Road, Suite 500, Tarrytown, NY 10591, with a business phone number of 866-291-7778. The filing was made on December 27, 2024.

Why It Matters

This 10-K filing provides investors and stakeholders with a comprehensive overview of NightFood Holdings, Inc.'s financial performance and business operations for the fiscal year ending June 30, 2024.

Risk Assessment

Risk Level: low — This filing is a standard annual report and does not contain immediate, high-impact risk disclosures.

Key Numbers

• 20240630 — Fiscal Year End (The period covered by the annual report.)
• 20241227 — Filing Date (The date the 10-K was submitted to the SEC.)

Key Players & Entities

• NightFood Holdings, Inc. (company) — Registrant
• 20240630 (date) — Fiscal year end
• 20241227 (date) — Filing date
• 520 White Plains Road, Suite 500, Tarrytown, NY 10591 (location) — Registrant's Principal Office
• 866-291-7778 (phone_number) — Registrant's telephone number
• Nevada (location) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — he registrant's common stock, par value $0.0001 per share ("Common Stock"), held by non
• $20, m — ndustry. With minimum wage increased to $20, many long-standing businesses have been f
• $60 billion — an annual spend on night snacks of over $60 billion. Because of our hard-wired evolutionary
• $2 million — ndemic, CarryOut rebounded in 2023 with $2 million in revenue and is projecting 20% growth
• $0.0121 — nsactions. The last reported price was $0.0121 on November 19, 2024. Period Ending Ju

Filing Documents

• ea0221060-10k_nightfood.htm (10-K) — 1304KB
• ea022106001ex10-19_nightfood.htm (EX-10.19) — 9KB
• ea022106001ex10-21_nightfood.htm (EX-10.21) — 114KB
• ea022106001ex10-22_nightfood.htm (EX-10.22) — 151KB
• ea022106001ex21_nightfood.htm (EX-21) — 2KB
• ea022106001ex31-1_nightfood.htm (EX-31.1) — 10KB
• ea022106001ex32-1_nightfood.htm (EX-32.1) — 4KB
• image_001.jpg (GRAPHIC) — 4KB
• image_002.jpg (GRAPHIC) — 2KB
• 0001213900-24-113166.txt ( ) — 9638KB
• ngtf-20240630.xsd (EX-101.SCH) — 93KB
• ngtf-20240630_cal.xml (EX-101.CAL) — 51KB
• ngtf-20240630_def.xml (EX-101.DEF) — 500KB
• ngtf-20240630_lab.xml (EX-101.LAB) — 712KB
• ngtf-20240630_pre.xml (EX-101.PRE) — 504KB
• ea0221060-10k_nightfood_htm.xml (XML) — 1031KB

Business

Business 2 Item 1A.

Risk Factors

Risk Factors 6 Item 1B. Unresolved Staff Comments 6 Item 1C Cybersecurity 7 Item 2.

Properties

Properties 7 Item 3.

Legal Proceedings

Legal Proceedings 7 Item 4. Mine Safety Disclosures 7 PART II. 8 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 8 Item 6. Reserved 10 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 15 Item 8. Financial Statement and Supplementary Data 16 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 17 Item 9A.

Controls and Procedures

Controls and Procedures 1 7 Item 9B. Other Information 19 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 19 PART III. 20 Item 10. Directors, Executive Officers and Corporate Governance 20 Item 11.

Executive Compensation

Executive Compensation 22 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 25 Item 13. Certain Relationships and Related Transactions, and Director Independence 26 Item 14. Principal Accounting Fees and Services 28 PART IV. 29 Item 15. Exhibits, Financial Statement Schedules 29 Item 16. Form 10-K Summary 30 i PART I Cautionary Note Regarding Forward-Looking Information Certain statements made in this Annual Report involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks 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 business processes, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report 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 our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limit

Business

Item 1. Business. General Development of Business Nightfood Holdings, Inc. ("we", "us", "NGTF", "the Company" or "Nightfood") is a Nevada corporation incorporated on October 16, 2013, to acquire all of the issued and outstanding shares of Nightfood, Inc., a New York corporation from its sole shareholder, Sean Folkson. We are also the sole shareholder of MJ Munchies, Inc., currently revoked in the State of Nevada, which owns certain intellectual property, but does not have any operations as of the period covered by these financial statements. On February 2, 2024, the Company closed the acquisition of Future Hospitality Ventures Holdings Inc. ("FHVH" or "Future Hospitality"), a Nevada corporation and a new entrant in the Robots-as-a-Service (RaaS) space from Mr. Lei Sonny Wang, who concurrently became the Chief Executive Officer ("CEO") of Nightfood and a member of the Company's board of directors. Under the leadership of Mr. Wang, as of the time of this filing, Future Hospitality has secured distribution agreements with Next Robots, Inc. (formally Botin Innovations, Inc.) and one other U.S.-based global manufacturer which has not yet been named publicly and is in the process of negotiating and exploring additional supplier relationships. Description of Business Present Operations Future Hospitality dba RoboOp365 launched in California shortly before California's April foodservice and hospitality minimum wage increase which received significant media coverage. Future Hospitality provides artificial intelligence (AI) enabled robotic solutions that we believe deliver critical efficiencies, cost savings, and enhanced consumer experience in hospitality and food service. Management believes that incorporating Future Hospitality's advanced AI-enabled robotic solutions positions the Company at the forefront of innovation in the hospitality sector at this critical point in time. We believe our success in this area can open new avenues for growth and efficiency acro

Risk Factors

Item 1A. Risk Factors Smaller reporting companies are not required to provide the information required by this item.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments None 6

Cybersecurity

Item 1C. Cybersecurity To meet our business objectives, we rely on both internal information technology (IT) systems and networks, and those of third parties and their vendors, to process and store sensitive data, including confidential research, business plans, financial information, intellectual property, and personal data of ours and our customers that may be subject to legal protection, and promote the continuity of our Company's business operations. In the ordinary course of our business, we receive, process, use, store, and share digitally certain data, including user data as well as confidential, sensitive, proprietary, and personal information. Maintaining the integrity and availability of our IT systems and this information, as well as appropriate limitations on access and confidentiality of such information, is important to our operations and business strategy. We plan to develop and implement information securities policies and incident response plans to evaluate, identify, and handle material risks associated with cybersecurity threats. There can be no assurances that our cybersecurity risk management program and processes, including our policies, controls, or procedures, will be fully implemented, complied with or are effective in protecting our systems and information. As of the date of this report, we are not aware of any cybersecurity incidents, that have had a materially adverse effect on our operations, business, results of operations, or financial condition.

Properties

Item 2. Properties Our corporate address is 520 White Plains Road – Suite 500, Tarrytown, New York 10591 and our telephone number is 866-291-7778. We do not own any real estate. Future Hospitality Ventures Holdings, Inc. rents office space at 177 E Colorado Blvd Ste 200, Pasadena, CA 91105 and CarryoutSupplies.com leases office and warehouse space at 20529 E. Walnut Drive N., Walnut, CA 91789.

Legal Proceedings

Item 3. Legal Proceedings There are no current, past, pending or threatened legal proceedings or administrative actions either by or against the issuer that could have a material effect on the issuer's business, financial condition, or operations.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures Not applicable. 7 PART II

Market for Registrant's Common

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. a) Market Information Our common stock is currently quoted on the OTC market "QB" under the symbol "NGTF". The following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as reported by OTCMarkets. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. The last reported price was $0.0121 on November 19, 2024. Period Ending June 30, 2024 High Low September 30, 2023 $ 0.0425 $ 0.0122 December 31, 2023 0.0425 0.01 March 31, 2023 0.028 0.0105 June 30, 2024 0.035 0.0075 Period Ending June 30, 2023: September 30, 2022 $ 0.21 $ 0.12 December 31, 2022 0.19 0.0805 March 31, 2023 0.135 0.0675 June 30, 2023 0.0925 0.0186 b) Holders On June 30, 2024, there are approximately 267 holders of record of our common stock. The number of stockholders of record does not include thousands of beneficial owners of our common stock, whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries. c) Dividends No dividends have ever been declared by the Board of Directors on our common stock. Our losses do not currently indicate the ability to pay any cash dividends, and we do not have the intention of paying cash dividends on our common stock in the foreseeable future. d) Securities Authorized for Issuance Under Equity Compensation Plans No equity compensation plan or agreements under which our common stock is authorized for issuance has been adopted during the fiscal years ended June 30, 2024 and 2023. e) Recent Sales of Unregistered Securities During the Fiscal Year ended June 30, 202

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View this 10-K filing on SEC EDGAR