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SEC Comment Letter for BARFRESH FOOD GROUP INC. (BRFH) (CIK 0001487197) (BRFH) — Nov 2, 2018

BARFRESH FOOD GROUP INC. (BRFH) (CIK 0001487197)
Date: Nov. 2, 2018 · CIK: 0001487197 · Accession: 0000000000-18-034297

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File numbers found in text: 333-228030

Date
November 2, 2018
Author
Riccardo Delle Coste
Form
UPLOAD
Company
BARFRESH FOOD GROUP INC. (BRFH) (CIK 0001487197)

Letter

November 2, 2018 Riccardo Delle Coste Chief Executive Officer BARFRESH FOOD GROUP INC. 8383 Wilshire Blvd., Suite 750 Beverly Hills, CA 90211 Re:BARFRESH FOOD GROUP INC. Registration Statement on Form S-1 Filed October 29, 2018 File No. 333-228030 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 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. Form S-1 filed October 29, 2018 General 1.Please confirm your understanding that we will not be in a position to accelerate the effectiveness of your registration statement on Form S-1 until all outstanding comments regarding your Form 10-K for the fiscal year ended December 31, 2017 have been resolved. In addition, to the extent that any comments related to our review of your Form 10-K apply to disclosure in your registration statement, please make corresponding revisions to all affected disclosure.

FirstName LastNameRiccardo Delle Coste Comapany NameBARFRESH FOOD GROUP INC. November 2, 2018 Page 2 FirstName LastName Riccardo Delle Coste BARFRESH FOOD GROUP INC. November 2, 2018 Page 2

We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Lily Dang, Staff Accountant, at (202) 551-3867 or John Cannarella, Staff Accountant, at (202) 551-3337 if you have questions regarding comments on the financial statements and related matters. Please contact Anuja Majmudar, Attorney-Advisor, at (202) 551- 3844 or, in her absence, Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642, with any other questions. Sincerely, Division of Corporation Finance Office of Natural Resources

Show Raw Text
November 2, 2018
Riccardo Delle Coste
Chief Executive Officer
BARFRESH FOOD GROUP INC.
8383 Wilshire Blvd., Suite 750
Beverly Hills, CA 90211
Re:BARFRESH FOOD GROUP INC.
Registration Statement on Form S-1
Filed October 29, 2018
File No. 333-228030
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 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.
Form S-1 filed October 29, 2018
General
1.Please confirm your understanding that we will not be in a position to accelerate the
effectiveness of your registration statement on Form S-1 until all outstanding comments
regarding your Form 10-K for the fiscal year ended December 31, 2017 have been
resolved.  In addition, to the extent that any comments related to our review of your Form
10-K apply to disclosure in your registration statement, please make corresponding
revisions to all affected disclosure.

 FirstName LastNameRiccardo Delle Coste
 Comapany NameBARFRESH FOOD GROUP INC.
 November 2, 2018 Page 2
 FirstName LastName
Riccardo Delle Coste
BARFRESH FOOD GROUP INC.
November 2, 2018
Page 2

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Lily Dang, Staff Accountant, at (202) 551-3867 or John Cannarella,
Staff Accountant, at (202) 551-3337 if you have questions regarding comments on the financial
statements and related matters. Please contact Anuja Majmudar, Attorney-Advisor, at (202) 551-
3844 or, in her absence, Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642, with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources