SecProbe.io

Mail Stop 4628
May 1 1, 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
Response Dated April 29, 2016
File No. 333 -203340

Dear Mr. Delle Coste:

We have reviewed your April 29, 2016 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better underst and 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 facts 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 comments.   Unless we note
otherwise, our references to prior comments are to comments in our April 26, 2016 letter.

Exhibits, page 39

1. We note your response to our prior comment 2, in which you attribute demand for your
products that Sysco sells to end -customers to come primarily through the efforts of your
sales agents.  However, we note that in the transition report on Form 10 -K filed on March
30, 2016, within the “Management’s Discussion and Analysis and Results of Operations”
on page 17 , you disclose that you have been selected as one of five vendors named to
Sysco’s “C utting Edge Solution” (CES) Platform, and as such will receive national
advertising and marketing  from Sysco .  Further, you disclose that all 72 of Sysco’s
operating companies will participate in the CES program, and that such companies will
be evaluated b y Sysco on their success in moving your and the other CES products.
From this disclosure, it appears that Sysco personnel will be incentivized to sell your
produ cts to their end -customers.  C onsidering the efforts and incentives of Sysco

Riccardo Delle Coste
Barfresh Food Group, Inc.
May 11 , 2016
Page 2

 personnel it does  not appear that your sales agents are necessarily primarily responsible
for sale s to the end -customer.

In your March 30, 2016, Business Update Conference Call, the webcast of which is
available at www.barfresh.com/presentations , your President Joseph Cu gine discusses
your relationship with Sysco.  Mr. Cugine explains that you have been able to partner
with Sysco’s sales personnel to expand the companies you can reach without increasing
your own sales force.  Mr. Cugine describes your sales representative s presenting product
demonstrations to Sysco sales agents, as opposed to end -use customers.  Furthermore,
Mr. Cugine states that Sysco is requiring its sales representatives to sell certain volumes
of your products.

Given your descriptions of the efforts of Sysco personnel and the attendant increase in
your sales attributable to your relationship with Sysco, we believe that this contract is of
the type upon which your business is substantially dependent and should be filed as an
exhibit pursuant to Item 60 1(b)(10)(ii)(B) of Regulation S -K.

2. We have considered your response to prior comment 3.  Please provide us supplementally
with a copy of the PepsiCo agreement.  We refer you to the provisions of Rule 418(b)
under Regulation C.

Closing Comments

We urge a ll 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 193 3 and
all applicable Securities  Act rules require.   Since the company and its manag ement 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 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.
May 11 , 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