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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

Date
April 10, 2015
Author
/s/ Laura Nicholson for
Form
UPLOAD
Company
BARFRESH FOOD GROUP INC. (BRFH) (CIK 0001487197)

Letter

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

Show Raw Text
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