SecProbe.io

Mail Stop 4628
June 24 , 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 June 2,  2016
Supplemental Materials dated June 7, 2016
File No. 333-203340

Dear Mr. Delle Coste :

We have reviewed your June 2 , 2016 response to our comment letter and supplemental
materials submitted pursuant to Rule 83 and Rule 418 on June 7, 2016 and have the following
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 thi s 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 May 11 , 2016  letter.

Prospectus Summary, page 1

1. In response to our prior comment 2, we note the materials supplementally provided under
separate cover pursuant to Rule 418.  After our review of such material, it appears that
additional information should be provided abo ut your agreement with PepsiCo.
Specifically, we note that additional disclosure concerning the extent of the exclusivity
provision appears warranted , including how this agreement impacts your ability to
independently pursue National Accounts, which you di sclose as one of your two sales
channels .

Riccardo Delle Coste
Barfresh Food Group, Inc.
June 24 , 2016
Page 2

Exhibit, page 39

2. We have  considered your  response to our prior comment s 1 and 2  and have taken into
account the materials supplementally provided under separate cover pursuant to Rule
418.  Based on our analysis, we continue to believe that your agreements with Sysco and
PepsiCo are contracts  upon which your business is substantially dependent and therefore
should  be filed as exhibits  pursuant to Item 601(b)(10) (ii)(B)  of Regulation S -K.  If you
desire, in filing these contracts you may omit certain information pursuant to a  Reque st
for Confidential Treatment submitted pursuant to Rule 406 under the Securities Act of
1933.  Please indicate at the appropriate place in the material filed that the confidential
portion has been so omitted and filed separately with the Commission.  A Confidential
Treatment Request  should cover only those words and phrases for which confidentiality
is necessary and supported by FOIA and applicable Commission rules.  For guidance, see
Staff Legal Bulletin 1 and the addendum thereto, available on the Commission’s website
at https://www.sec.gov/interps/legal/slbcf1r.htm#n1a.

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 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclo sure, 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

Riccardo Delle Coste
Barfresh Food Group, Inc.
June 24 , 2016
Page 3

 the Secu rities 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
adequate time  for us to review any amendment prior to the requested eff ective date of the
registration statement.

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

Sincerely,

 /s/H.  Roger Schwall

H. Roger Schwall
Assistant Director
Office of Natural Resources