SecProbe.io

Mail Stop 4628
April 26, 2016

Riccardo Delle Coste
Chief Executive  Officer
Barfresh Food Group, Inc.
8530 Wilshire Blvd., Suite 450
Beverly Hills, California 90211

Re: Barfresh Food Group, Inc.
 Post-Effective Amendment No. 1 to Form S -1
Filed April 4, 2016
File No. 333-203340

Dear Mr. Delle Coste :

We have limited our review of your post-effective amendment to those issues we have
addressed in our comments .  In some of our comments,  we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.    If you do not believe our comments apply to your f acts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional c omments.

Prospectus Cover Page

1. Your Prospectus Cover Page refers to “Certain other warrants being registered.”
Pursuant to Rule 413 of the Securities Act of 1933,  you cannot use a post -effective
amendment to register additional shares that were not in cluded in the registration
statement at effectiveness.   However, we note that you registered the common stock
underlying “Other Warrants” in your Amendment No. 1 to your Form S -1 before
effectiveness.  Accordingly, p lease amend your filing so that it does not appear that you
are seeking to register any additional securities by this post-effective amendment.

Exhibits, page 39

2. We note that within “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on page 27, you disclose  that your 2015 revenues “grew primarily

Riccardo Delle Coste
Barfresh Food Group, Inc.
April 26, 2016
Page 2

 through the expansion of [y]our business relationship with Sysco Corporation .”  We also
note your disclosure under “Note 12. Business Segments” on page F -19 in your recent
transition report  on Form 10 -K that 98 % of your revenues for the nine -months ending
December 31, 2015 derive from three customers , with revenue from one such customer
representing 85.3% of your total revenue.   As such, please file your agreement with
Sysco  as an exhibit pursuant to Item 601( b)(10)( ii)(B) of R egulation S -K.  If you
determine that you are not required to file this  agreement, please provide us with an
analysis supporting your conclusion.

3. In your October 26, 2015, current report on Form 8 -K announcing your agreement with
PepsiCo North America Beverages you indicate that you expect the agreement to “lead to
significant revenue growth,” while on page 4 of your transition report  on Form 10 -K filed
on March 30, 2016, you state that you expect the agreement to “fast track” your growth.
Please tell us what consideration you gave to filing your agreement with PepsiCo  as an
exhibit  pursuant to Item 601( b)(10) of R egulation S -K.

4. Please file as an exhibit the form of the Other Warrants registered under this registration
statement .  See Item 601(b)( 4) of Regulation S -K.

Closing Comments

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.

 Notwithstanding our comments, be fore we can declare the amended registration
statement effective, the company should provide us with a letter, acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disc losure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of the United States.

Riccardo Delle Coste
Barfresh Food Group, Inc.
April 26, 2016
Page 3

Please contact Jason Langford , Staff Attorney,  at 202-551-3193  or, in his absence,  Kevin
Dougherty , Staff Attorney,  at 202-551-3271  with any other questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director
Office of Natural Resources