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CORRESP
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filename1.htm

June 2, 2016

VIA
EDGAR CORRESPONDENCE

H.
Roger Schwall, Esq.

Assistant
Director

Office
of Natural Resources

United
States Securities Exchange Commission

Washington
D.C. 20549

    Re:
    Barfresh
    Food Group, Inc.

    Registration
    Statement on Form S-1

    Filed
    April 29, 2016

    File
    No. 333-211019

Dear
Mr. Schwall:

This
letter sets forth the responses of Barfresh Food Group, Inc. (“Barfresh” or the “company”) to your letter
dated May 18, 2016, relating to the above captioned registration statement. The comments of the staff of the U.S. Securities and
Exchange Commission (the “Staff”) are set forth in bold text below, and the responses of the company are set forth
in plain text immediately following each comment.

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 resolved.
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.

We
will not request acceleration of this registration statement until all comments related to the review of Post-Effective Amendment
No. 1 to Form S-1 (File No. 333-203340), filed April 4, 2016, are resolved. We will also revise this registration, as necessary,
to reflect corresponding changes to the Post-Effective Amendment No. 1 in response to staff comments.

2.	Your
registration statement must be signed by the controller or principal 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.

We
will identify the principal financial officer also as the principal accounting officer in the signature block in our pre-effective
amendment.

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.

We
will identify this natural person in our pre-effective amendment.

Incorporation
by Reference, page 38

4.	We
note you incorporate by reference certain documents, 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
will amend our registration statement to include all information required by Form S-1.

*       *       *

If
you have any questions, please contact our legal counsel:

Libertas
Law Group Inc.

Mark
Abdou at (310) 359-8742

Ruba
Qashu at (949) 355-5405

We
appreciate the Staff’s guidance and assistance in this matter.

Very
truly yours,

    Barfresh
    Food Group, Inc.

    /s/
    Riccardo Delle Coste

    Riccardo
    Delle Coste, Chief Executive Officer

    cc:
    Mr.
    Joseph Tesoriero, Chief Financial Officer

    Mark
    Abdou, Libertas Law Group, Inc.