OTC: NGTF
NightFood Holdings, Inc.CIK 0001593001 · Misc Industrial Machinery
Nightfood Holdings, Inc. dba TechForce Robotics, Inc. (“Nightfood Holdings,” together with its wholly-owned subsidiaries, “we”, “us”, “NGTF”, the “Company” or “Nightfood”) was incorporated on October 16, 2013, in the State of Nevada in connection with a reorganization of Nightfood, Inc.,… About this business →
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About NightFood Holdings, Inc.
Source: Item 1 (Business) from the 10-K filed October 14, 2025. Description as filed by the company with the SEC.
Item
1. Business Overview
Nightfood
Holdings, Inc. dba TechForce Robotics, Inc. (“Nightfood Holdings,” together with its wholly-owned subsidiaries, “we”,
“us”, “NGTF”, the “Company” or “Nightfood”) was incorporated on October 16, 2013, in
the State of Nevada in connection with a reorganization of Nightfood, Inc., incorporated on January 14, 2010 as a New York corporation,
whereby it became the first wholly-owned subsidiary of Nightfood Holdings. 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.
In
addition to Nightfood, Inc., Nightfood Holdings acquired two (2) additional subsidiaries during fiscal year 2025 On February 2, 2024,
Nightfood Holdings closed the acquisition of Future Hospitality Ventures Holdings Inc., a Nevada corporation (“FHVH” or “Future
Hospitality”), and a new entrant in the Robots-as-a-Service (“RaaS”) space. Subsequently, on March 31, 2025, Nightfood
Holdings closed the acquisitions of both SWC Group, Inc. (doing business as CarryoutSupplies.com), a California corporation (“SWC”),
and Skytech Automated Solutions Inc., a Delaware corporation (“Skytech”). On September 2, 2025, Skytech Automated Solutions,
Inc., formally changed its name to TechForce Robotics, Inc.
1
Recent
Development and Current Operations
Nightfood
Holdings, Inc. dba TechForce Robotics (the “Company”) operates through three wholly owned subsidiaries that collectively
position us to capitalize on the accelerating demand for automation and efficiency in the hospitality and foodservice industries: TechForce
Robotics, Inc. (formerly Skytech Automated Solutions Inc.), Future Hospitality Ventures Holdings Inc. (d/b/a RoboOp365), and SWC Group,
Inc. (d/b/a CarryOutSupplies.com).
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TechForce
Robotics, Inc. serves as the Company’s operational backbone, supported by a team with deep expertise in hospitality operations
and a proven track record of building, managing, and scaling hotel and foodservice platforms. This operational strength enables TechForce
to lead to the deployment of robotic and AI-enabled automation solutions, ensuring seamless integration into daily operations. Management
believes TechForce’s depth of experience is a key differentiator that positions the Company to execute where many robotics competitors
may struggle.
Future
Hospitality (RoboOp365) enhances this foundation by delivering advanced AI-enabled robotic systems designed to reduce labor costs, increase
efficiency, and improve consumer experience. Launched in California shortly before the state’s 2025 minimum wage increase in foodservice
and hospitality, RoboOp365 has benefited from heightened industry awareness and urgency around automation. Its plug-and-play solutions
are designed to integrate easily into restaurants, hotels, healthcare facilities, school cafeterias, and other foodservice environments,
with exponential benefits for operators managing multiple locations is our initial strategic focus.
SWC
Group, Inc. (CarryOutSupplies.com) further complements the Company’s ecosystem, having served more than 6,000 foodservice operators
across the United States. As a recognized leader in custom-printed foodservice packaging, SWC generates recurring revenue while also
providing a ready-made distribution and marketing channel for cross-selling our robotic solutions to an established base of industry
decision-makers.
On
August 27, 2025, the Company completed the acquisition of the Holiday Inn Victorville, a 155-room hotel, through a $39 million all-share
exchange (216,667 shares of Series C, preferred stock). This property, one of two hotel assets recently acquired, not only strengthens
our balance sheet but also provides a live testing ground for deploying our robotic solutions in a full-scale hospitality environment.
Management views this acquisition as a critical milestone in validating our technology, improving operating efficiency, and incubating
new concepts that can be scaled across the broader hospitality and foodservice landscape.
Looking
ahead, the Company intends to extend its robotics and automation solutions beyond hospitality into other labor-intensive sectors, including
healthcare facilities, convention centers, educational institutions, and large-scale entertainment venues. By combining TechForce’s
operational expertise, RoboOp365’s advanced AI robotics, SWC’s extensive customer access, and our owned hotel assets as innovation
test beds, the Company is building a vertically integrated platform designed to drive innovation, efficiency, and long-term shareholder
value across multiple industries.
During the first fiscal quarter of 2026, the Company
completed two hotel acquisitions as part of its strategy to expand its owned and operated hospitality platform in key California markets.
On August 27, 2025, the Company acquired Victorville Treasure Holdings LLC, owner of a 155-room property in Victorville, California, for
total consideration of approximately $39 million, satisfied through the issuance of Series C Convertible Preferred Stock. On September
30, 2025, the Company acquired Ranch Mirage Hilton LLC, owner of the Hilton Garden Inn Palm Springs – Ranch Mirage, for total consideration
of approximately $24 million, also settled in Series C Convertible Preferred Stock.
Both transactions were accounted for as business combinations
under ASC 805 and are expected to strengthen the Company’s hospitality operations platform, expand recurring revenue from owned
properties, and create opportunities for franchise-brand leverage. The Victorville acquisition involves value-add renovation and franchise-conversion
initiatives, while the Ranch Mirage Hilton acquisition adds an established, branded property expected to contribute immediate operating
income.
Each acquisition included an earn-out component payable
in additional Series C Convertible Preferred Stock upon achievement of defined post-closing milestones, as described in Note 8 —
Stockholders’ Deficit. The Company is finalizing the valuation of identifiable tangible and intangible assets and goodwill associated
with these business combinations; amounts recognized as of June 30, 2026 are provisional and will be adjusted during the measurement period
as permitted under ASC 805.
Products
and Services
The
Company offers a comprehensive suite of products and services designed to meet the evolving needs of the hospitality and food service
industries. Through TechForce Robotics, Inc., we deploy AI-powered robotic systems and automation services that handle repetitive, labor-intensive
tasks such as food delivery, bussing, cleaning, and back-of-house operations. Future Hospitality (RoboOp365) provides plug-and-play robotic
solutions integrated with proprietary AI software, enabling customers to improve efficiency, reduce labor costs, and enhance guest experiences
across restaurants, hotels, healthcare facilities, and institutional foodservice environments. SWC Group, Inc. (CarryOutSupplies.com)
complement these technological offerings with custom-printed packaging products, including cups, containers, and other foodservice supplies,
giving operators both brand-enhancing packaging and a direct channel to adopt robotic solutions. Together, these subsidiaries allow the
Company to provide end-to-end solutions, combining automation hardware, AI-driven software, service and maintenance, and consumable packaging
products, creating a vertically integrated platform that drives operational efficiency and customer value.
2
TechForce
Robotics
Products
The
Company believes TechForce Robotics, Inc. is uniquely positioned as the operational backbone of its robotics platform, leveraging decades
of hands-on hospitality and foodservice expertise to ensure the successful deployment of AI-powered automation solutions. Unlike many
robotics companies that focus solely on hardware, TechForce combines robotics with deep operational know-how, enabling seamless integration
of automation into real-world environments.
TechForce
Robotics offers a suite of robotics and automation solutions under the Robots-as-a-Service (RaaS) model, designed to address repetitive,
labor-intensive, and injury-prone tasks that are increasingly difficult for staff to manage. These solutions support both guest-facing
and back-of-house operations, helping operators achieve cost savings, efficiency improvements, and enhanced service consistency.
1.
Meet
Concierge – Your Smart Room Service Assistant
Concierge
is the ultimate room service delivery robot for hotels and resorts. Whether delivering meals,
beverages, toiletries, or special requests, Concierge ensures every order arrives quickly,
securely, and contact-free. Featuring AI-powered navigation, touchless elevator and door
access, and secure storage compartments, Concierge provides seamless, round-the-clock service.
By reducing wait times and lightening staff workloads, Concierge enhances guest satisfaction
while optimizing operations.
2.
Meet
LIN-E – The Laundry Helper and Housekeeping Assistant
LIN-E
is an intelligent housekeeping robot designed to handle the heavy lifting of laundry and
trash management. Equipped with advanced sensors, AI navigation, and robotic arms, LIN-E
autonomously transports laundry and waste, operating elevators and doors independently. Ideal
for hotels, stadiums, convention centers, and large facilities, LIN-E improves efficiency,
reduces physical strain on staff, and streamlines back-of-house operations.
3.
Meet
Matradee – Front-of-House Food Service Assistant
Matradee is designed to assist servers in delivering meals efficiently and consistently in
high-volume foodservice settings. By working alongside staff, Matradee helps minimize errors,
accelerate service times, and enhance the overall dining experience for guests.
4.
Meet
Dustee – The Smart Cleaning Assistant
Dustee
automates sweeping and basic floor cleaning tasks, reducing the need for manual labor in
maintaining clean, safe environments. By handling one of the most repetitive housekeeping
functions, Dustee enables staff to focus on higher-value responsibilities.
TechForce
has an established track record of building and managing more than 130 hotels and developing over 50 properties from the ground up. This
operational background provides the Company with a unique advantage: the ability to test, refine, and implement robotic solutions in
live hospitality environments with confidence and precision.
In
recent months, TechForce has begun positioning its solutions for deployment across hotels, convention centers, healthcare facilities,
and shopping malls. The Company is also using its owned hotel assets—including the recently acquired Holiday Inn Victorville—as
innovation hubs to validate and showcase real-world use cases for robotics and AI-enabled automation.
The
website for TechForce Robotics is www.techforcerobotics.com
Future
Hospitality
Products
The
Company believes it is revolutionizing the hospitality industry with plug-and-play robotics and automation solutions designed to enhance
service efficiency and consistency.
Regular
national media coverage highlights the ongoing labor crisis in California, which is creating massive upheaval across the food service
industry. With minimum wage for all fast-food employees in California increased to $20, effective April 1, 2024, many long-standing businesses
have been forced to shut down. Others are actively looking to invest in automation solutions that will allow them to remain viable now
and in the future.
Future
Hospitality offers two key robotics solutions through the RaaS business model, which can transform both front-end and back-end operations
within the hospitality industry.
1.
Front-End
Solutions: The serving robot, an advanced front-end solution, works alongside wait staff to ensure faster and more reliable service.
These sever robots help streamline service delivery, enhancing guest experiences by minimizing wait times and reducing human errors.
3
2.
Back-End
Solutions: Smart cooking bots provide game-changing back-end solutions to support chefs in high-volume environments. The advanced
kitchen assistant ensures consistent food quality and enables even inexperienced staff to prepare delicious meals quickly, addressing
critical challenges in busy kitchens.
In
recent months, Future Hospitality has been actively showcasing the capabilities of its service robots and automated systems to various
regional restaurant franchises, assisted living facilities, hotels, and hospital operators. These demonstrations have sparked significant
interest among industry leaders seeking to solve service inconsistency, labor shortages, and ongoing staffing replacement costs.
Future
Hospitality is in active discussions with several organizations interested in implementing these automation solutions at scale in their
day-to-day operations.
The
website for Future Hospitality is www.roboop365.com.
CarryOutSupplies.com
Products
The
Company believes CarryOutSupplies.com is one of the most recognized names in the custom-printed foodservice packaging industry,
serving as both a revenue-generating subsidiary and a strategic channel for introducing our robotics and automation solutions to the
market. With over 6,000 customers served across the United States since inception, CarryOutSupplies.com has established a strong reputation
for quality, reliability, and service.
CarryOutSupplies.com
provides a wide range of foodservice packaging products, specializing in custom printing that helps operators strengthen their brand
identity while meeting day-to-day operational needs. Products include:
1.Custom-Printed
Cups – Disposable paper and plastic cups available in multiple sizes, with high-quality
custom printing to promote brand visibility and enhance customer experience.
2.Takeout
Containers and Boxes – Eco-friendly and durable packaging for restaurants, caterers,
and foodservice operators, designed to keep food fresh during transport while showcasing
custom branding.
3.Utensils
and Accessories – Branded or generic foodservice accessories, including straws,
cutlery, napkins, and lids, to provide operators with a one-stop shop for all consumable
needs.
4.Eco-Friendly
Packaging Solutions – Compostable and recyclable packaging options designed to
meet increasing consumer and regulatory demand for sustainable products, helping operators
align with ESG and green initiatives.
In
addition to providing consumables, CarryOutSupplies.com serves as a strategic sales and distribution channel for the Company’s
robotics offerings. Its established relationships with thousands of foodservice operators give the Company immediate access to decision-makers
who are increasingly seeking automation solutions to reduce costs and improve efficiency.
By
combining consumable products with robotics cross-selling opportunities, CarryOutSupplies.com not only generates recurring revenue but
also accelerates adoption of the Company’s automation technologies across the hospitality and foodservice industries.
The
website for CarryOutSupplies.com is www.carryoutsupplies.com
4
Market
Trends
In
an era where the gig economy reshapes labor dynamics, minimum wages rise, and labor disputes intensify, the food service industry stands
at a crucial crossroads. Service robots, such as our cutting-edge culinary assistants, are not just a nod to the future, they are a robust
solution to today’s burgeoning challenges.
●
Tackling
Gig Economy Challenges: The gig economy has revolutionized the workforce, offering flexibility but also introducing unpredictability
in staffing. Service robots provide a constant, reliable presence, mitigating the fluctuations and uncertainties inherent in a gig-based
labor force.
●
Addressing
Rising Minimum Wage Concerns: As minimum wages climb, the financial strain on food service operations intensifies. Service robots
offer a one-time investment that delivers ongoing returns, alleviating the pressure of rising labor costs.
●
Navigating
Labor Disputes: Disputes and disagreements within the workforce can lead to disruptions and financial losses. Service robots
operate with consistent efficiency, eliminating the potential for labor disputes and ensuring uninterrupted service excellence.
●
Solving
the 100% Staff Turnover Dilemma: The food service industry often grapples with high employee turnover rates, leading to recurring
recruitment and training expenses. Service robots, with their enduring presence, eradicate the turnover turmoil, providing a stable
and dependable solution.
●
Reducing
Staff Training Costs: Training new staff is an ongoing expense in the food service sector. Service robots, once programmed, require
no further training, offering a straightforward, cost-effective alternative to the continuous cycle of training and retraining staff.
●
Minimizing
Job-Related Injuries: In a bustling kitchen or service area, the risk of job-related injuries is ever-present. Service robots
are designed to operate safely alongside human coworkers, reducing the likelihood of injuries and associated costs.
Marketing
The
Company is actively marketing its products and services through a combination of direct sales efforts and referral-based introductions
across its hospitality and foodservice network. To accelerate adoption of its Robots-as-a-Service (RaaS) solutions, the Company offers
prospective customers free trial deployments, allowing operators to experience firsthand the value, efficiency gains, and cost savings
of automation without requiring upfront financial commitments. This approach reduces adoption barriers, showcases real-world use cases,
and positions the Company to convert trials into long-term service contracts.
While
the Company is not yet generating significant revenue from its RaaS operations, management believes that its targeted marketing efforts,
coupled with an expanding customer pipeline and the trial-to-contract model, provide a strong foundation for revenue growth in the near
term.
Competition
Service
robotics is still an emerging sector in the United States. While many countries have already adopted automation across a wide range of
industries, the U.S. market remains several years behind and is still in the early stages of adaptation. This creates both challenges
and opportunities.
Overseas
manufacturers currently hold meaningful market share outside the United States; however, many have limited or no presence in the U.S.
market. We believe this gap provides a unique opportunity for the Company to establish itself as a first mover in the domestic market.
By combining our in-depth operational expertise with a home-field advantage in the U.S., management believes we are well positioned to
capture significant market share, set industry standards, and emerge as a market leader.
Furthermore,
we anticipate that our platform can become the preferred distribution and deployment channel for other robotic manufacturers and innovators
seeking entry into the U.S. market. By leveraging our experience, infrastructure, and established customer relationships, we aim to accelerate
adoption and build a leadership position as the U.S. service robotics industry matures.
5
Government
Regulations
In
the United States, the National Institute of Standards and Technology (NIST) has developed frameworks and guidelines to help ensure the
safety, reliability, and interoperability of robotics and autonomous systems. These standards provide guidance for developing, deploying,
and operating robots in a variety of applications.
The
United States has been a leader in robotics innovation for several decades and is home to some of the most prominent robotics companies,
including Boston Dynamics, iRobot, and Amazon Robotics (formerly Kiva Systems). The U.S. government has recognized the potential of robotics
to drive economic growth, enhance productivity, and improve efficiency, and it has implemented policies and programs to support industry
development.
One
of the most significant initiatives is the National Robotics Initiative (NRI), launched in 2011. The NRI is a multi-agency collaboration
involving the National Science Foundation, NASA, the Department of Defense, and the Department of Agriculture, among others. The program
provides funding for robotics research and development across multiple industries, including manufacturing, healthcare, and transportation,
with a particular focus on human–robot collaboration (“co-robotics”).
In
addition, the U.S. Department of Labor has supported apprenticeship and workforce training programs in robotics and advanced manufacturing
through its ApprenticeshipUSA framework and related initiatives. These programs are designed to address the skills gap in the workforce
and ensure workers are trained to meet the growing demand for robotics expertise.
Beyond
these initiatives, companies operating in the robotics industry must also consider data privacy, AI ethics, and workplace safety requirements
under existing U.S. regulations. Compliance with standards such as OSHA guidelines, emerging AI governance frameworks, and data protection
policies is expected to play an increasing role as robotics solutions scale into mainstream use.