SEC Comment Letter for BARFRESH FOOD GROUP INC. (BRFH) (CIK 0001487197) (BRFH) — Apr 22, 2015
BARFRESH FOOD GROUP INC. (BRFH) (CIK 0001487197)
Date: April 22, 2015 · CIK: 0001487197 · Accession: 0000000000-15-022526
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File numbers found in text: 333-203340
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April 22 , 2015 Via E-mail Riccardo Delle Coste Chief Executive Officer Barfresh Food Group Inc. 8530 Wilshire Blvd. Suite 450 Beverly Hills, CA 90211 Re: Barfresh Food Group Inc. Registration Statement on Form S-1 Filed April 10, 2015 File No. 333-203340 Dear Mr. Delle Coste : This is to advise you that we have not reviewed and will not review your registration statement . We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that 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. 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 effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Riccardo Delle Coste Barfresh Food Group Inc. April 22 , 2015 Page 2 Please refer to Rules 460 and 461 regarding requests for acceleration. We will consider a written request for acceleration 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 to the proposed public offering of the registered securities. Please contact Paul Monsour , Staff Attorney, at (202) 551-3360 with any questions. Sincerely, /s/ Laura Nicholson for H. Roger Schwall Assistant Director cc: Mr. Mark Y. Abdou