SecProbe.io

Mail Stop 4628
May 18, 2016

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

Re: Barfresh Food Group, Inc.
 Registration Statement on  Form S -1
Filed April 29, 2016
File No. 333-211019

Dear Mr. Delle Coste :

We have limited our review of your registration statement 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 disclos ure.

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.

General

1. Please be advised that we will not be in a position to accelerate the effectiveness of this
registration statement until all comments  related to the review of your Post -Effective
Amendment No. 1 to Form S -1 (File No. 333 -203340), filed April 4, 2016, are r esolved.
In addition, please revise this registration statement, as necessary, to reflect
corresponding changes to your Post -Effective Amendment No. 1 in response to staff
comments .

2. Your registration statement must be signed by the controller or principa l accounting
officer or the person performing a similar function.  Please include the required signature
or identify the person signing the registration statement in this capacity in your next
amendment.  Refer to Instruction 1 to the Signatures section of  Form S -1.

Riccardo Delle Coste
Barfresh Food Group, Inc.
May 18, 2016
Page 2

 Selling Shareholders, page 11

3. Please identify the natural person or persons who exercise voting or investment control
for Pacific Grove Master Fund, L.P .

Incorporation by Reference, page 38

4. We note you incorporate by reference certain docume nts, including your Annual Report
on Form 10 -K for the year ended March 31, 2015.  We further note you disclose at page 9
that you are “subject to the penny stock regulations.”  If you are a penny stock issuer, you
are not eligible to rely on incorporation  by reference to provide information required
pursuant to the item requirements of Form S -1.  Refer to General Instruction VII.D.1.(c)
of Form S -1.  Please amend your registration statement to include all information
required by Form S -1 or tell us why you  believe you are eligible to incorporate by
reference .

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 193 3 and
all applicab le 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 effectiveness 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 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 securities specified in the above registration statement.  Please allow

Riccardo Delle Coste
Barfresh Food Group, Inc.
May 18, 2016
Page 3

 adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Jason Langford, Staff Attorney, at 202-551-3193  or, in his absence,  Karina
Dorin, Staff Attorney,  at 202-551-3763 with any other questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director
Office of Natural Resources