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SEC Comment Letter for BARFRESH FOOD GROUP INC. (BRFH) (CIK 0001487197) (BRFH) — Apr 22, 2011

BARFRESH FOOD GROUP INC. (BRFH) (CIK 0001487197)
Date: April 22, 2011 · CIK: 0001487197 · Accession: 0000000000-11-025380

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File numbers found in text: 333-168738

Date
March 21, 2011
Author
Julie F. Rizzo
Form
UPLOAD
Company
BARFRESH FOOD GROUP INC. (BRFH) (CIK 0001487197)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -3561 April 20, 201 1 Andreas Wilcken, Jr. President Moving Box Inc. 222 E . Jones Ave. Wake Forest, NC 27587

Re: Moving Box Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed April 8 , 2011 File No. 333-168738

Dear Mr. Wilcken :

We have received your response to our prior comment letter to you dated March 4, 2011 and have the following additional comments.

General

1. We note that disclosure regarding the March 21, 2011 Agreement, such as beginning on page six , is repeated nearly verbatim several times in the prospectus. To aid readability please consider revising to includ e the detailed description once in the Business discussion beginning on page 23 and to use summaries, disclosures of relevant portions, and cross references to the Business discussion elsewhere in the filing as appropriate .

2. In this regard, please substantially revise the Business portion of the Summa ry Information and Risk Factors section so that it provides a brief overview of the key aspects of your business and does not merely repeat the text of the prospectus. In revising your summary, consider and identify those aspects of your business that are the most significant and determine how to best highlight those points in clear, plain language. Refer to Item 503(a) of Regulation S -K and Instruction to paragraph 503(a).

3. Additionally , it may be helpful to include a discussion in the Summary Informatio n and Risk Factors section summarizing for investors the payments that must be made before 30% of revenues will be allocated to MBE and clarifying, if true, that this 30% of revenues to be allocated to MBE after those payments will be the only revenues to be received by MBE from A Box for Rob . In this regard,

Andreas Wilcken, Jr. Moving Box Inc. April 20, 2011 Page 2

please add disclosure to make clear , if true, that all additional funding Mr. Wilcken advances to you for going and staying public and other operation costs and expenses, including costs associated with the distribution of A Box for Rob, will be paid back to Mr. Wilcken before any of the 30% of revenues will be allocated to MBE.

Summary Information and Risk Factors , page 5

Busin ess, page 5

4. Please update the second to last paragraph of this section and similar disclosures on page s 27, 28, and 33 . Additionally please update the last paragraph of the Competition section on page 28 and the Milestones section on page 33.

5. Please clearly disclose the estimated costs related to becoming a public company and for remaining a public company. In doing so please reconcile the statement on page five regarding “the maximum estimated $15,000 of costs of going and staying public as described herein” with the reference to “costs associated with SEC requirements associated with going and staying public, estimated to be less than $25,000 annually” on page s 12 and 32 and the estimated $25,000 cost of the offering alone as shown on page s 9 and 40.

Risk Factors, page 10

We will incur additional costs in being a public company, page 12

6. Please update this risk factor and similar disclosure in the fifth full paragraph on page 32 for the March 21, 2011 A greem ent as appropriate.

Description of Business, page 22

Organization, page 22

7. We note your disclosure in the bullet point on page 23. Given that Mr. Wilcken will only pay going and staying public expenses prior to the effectiveness of your registration st atement and qualification for listing of your securities on the OTC Bulletin Board, please advise as to how you will pay any other expenses of MBE or Moving Box prior to the effectiveness of the registration statement and qualification for listing of your securities on the OTC Bulletin Board. In this regard, we note your disclosure in the fourth and seventh full paragraphs on page 30 regarding your general and administrative expenses.

Andreas Wilcken, Jr. Moving Box Inc. April 20, 2011 Page 3

Certain Relationships and Related Transactions, page 34

8. Please revise this section to discuss the basis on which Uptone Pictures, Inc. and the Investors are related person s. Refer to Item 404(a)(1) of Regulation S -K.

Executive Compensation, page 37

9. Please revise to update for the most recently completed fiscal year end.

Exhibit 5.1

10. Please be advised that you should file a legality opinion reasonably close to the date of effectiveness.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain tha t the filing includes the information the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please provide a written statement from the company acknowledging that:

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

the company may not assert staff comments and the declaration of effecti veness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration. We will consider a written request for accelera tion of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate t o the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Andreas Wilcken, Jr. Moving Box Inc. April 20, 2011 Page 4

You may contact Jeffrey Sears a t (202) 551 -3302 or Lyn Shenk at (202) 551 -3505 if you have questions regarding comments on the financial statements and related matters. Please contact John Dana Brown at (202) 551 -3859 or the undersigned at (202) 551-3574 with any other questions.

Sincerely,
Julie F. Rizzo
Attorney -Advisor

Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3561

         April  20, 201 1

Andreas Wilcken, Jr.
President
Moving Box Inc.
222 E . Jones Ave.
Wake Forest, NC 27587

Re: Moving Box Inc.
 Amendment No. 4 to
Registration Statement on Form S-1
Filed April 8 , 2011
File No. 333-168738

Dear Mr. Wilcken :

We have received your response to our prior comment letter to you dated March
4, 2011  and have the following additional comments.

General

1. We note that disclosure regarding the March 21, 2011 Agreement, such as
beginning on page six , is repeated nearly verbatim several times in the prospectus.
To aid readability please consider revising  to includ e the detailed description once
in the Business  discussion beginning on page 23 and to use summaries,
disclosures of relevant portions, and cross references to the Business discussion
elsewhere  in the filing as appropriate .

2. In this regard, please substantially revise the Business portion of the Summa ry
Information and Risk Factors section so that it provides a brief overview of the
key aspects of your business and does not merely repeat the text of the prospectus.
In revising your summary, consider and identify those aspects of your business
that are  the most significant and determine how to best highlight those points in
clear, plain language.  Refer to Item 503(a) of Regulation S -K and Instruction to
paragraph 503(a).

3. Additionally , it may be helpful to include a discussion in the Summary
Informatio n and Risk Factors  section summarizing for investors the payments that
must be made before 30% of revenues will be allocated to MBE  and clarifying, if
true, that this 30% of revenues to be allocated to MBE after those payments will
be the only revenues to be received by MBE from A Box for Rob .  In this regard,

Andreas Wilcken, Jr.
Moving Box Inc.
April 20, 2011
Page 2

please add disclosure to make clear , if true,  that all additional funding Mr.
Wilcken advances  to you for going and staying public and other operation costs
and expenses, including costs associated with the distribution of A Box for Rob,
will be paid back to Mr. Wilcken before any of the 30% of revenues will be
allocated to MBE.

Summary Information and Risk Factors , page 5

Busin ess, page 5

4. Please update the second to  last paragraph of this section and  similar disclosures
on page s 27, 28, and 33 .  Additionally please update the last paragraph of the
Competition section on page 28 and the  Milestones section on page 33.

5. Please clearly disclose the estimated costs related to becoming a public company
and for remaining a public company.  In doing so please reconcile the statement
on page five regarding “the maximum estimated $15,000 of costs  of going and
staying public as described herein” with the reference to  “costs associated with
SEC requirements associated with going and staying public, estimated to be less
than $25,000 annually”  on page s 12 and 32  and the estimated $25,000 cost of the
offering alone as shown on page s 9 and 40.

Risk Factors, page 10

We will incur additional costs in being a public company, page 12

6. Please update this risk factor and similar disclosure in the fifth full paragraph on
page 32 for the March 21, 2011 A greem ent as appropriate.

Description of Business, page 22

Organization, page 22

7. We note your disclosure in the bullet point on page 23.  Given that Mr. Wilcken
will only pay going and staying public expenses prior to the effectiveness of your
registration st atement and qualification for listing of your securities on the OTC
Bulletin Board, please advise as to how you will pay any other expenses of MBE
or Moving Box prior to the effectiveness of the registration statement and
qualification for listing of your securities on the OTC Bulletin Board.  In this
regard, we note your disclosure in the fourth and seventh full paragraphs on page
30 regarding your general and administrative expenses.

Andreas Wilcken, Jr.
Moving Box Inc.
April 20, 2011
Page 3

Certain Relationships and Related Transactions, page 34

8. Please revise this section to discuss the basis on which Uptone Pictures, Inc. and
the Investors are related person s.  Refer to Item 404(a)(1) of Regulation S -K.

Executive Compensation, page 37

9. Please revise to update for the most recently completed fiscal year end.

Exhibit 5.1

10. Please be advised that you should file a legality opinion reasonably close to the
date of effectiveness.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain tha t the filing includes the information the Securities
Act of 1933 and all applicable Securities Act rules require. Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the
effective date of the pending registration statement please provide a written statement
from the company acknowledging that:

should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

the company may not assert staff comments and the declaration of effecti veness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

 Please refer to Rules 460 and 461 regarding requests for acceleration. We will
consider a written request for accelera tion of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange
Act of 1934 as they relate t o the proposed public offering of the securities specified in the
above registration statement. Please allow adequate time for us to review any amendment
prior to the requested effective date of the registration statement.

Andreas Wilcken, Jr.
Moving Box Inc.
April 20, 2011
Page 4

You may contact Jeffrey Sears a t (202) 551 -3302 or Lyn Shenk at (202) 551 -3505
if you have questions regarding comments on the financial statements and related
matters.  Please contact John Dana Brown at (202) 551 -3859 or the undersigned at (202)
551-3574 with any other questions.

        Sincerely,

Julie F. Rizzo
Attorney -Advisor

cc: Michael Williams, Esq.
 Fax: (561) 416 -2855