SEC Company Response from BARFRESH FOOD GROUP INC. (BRFH) (CIK 0001487197) (BRFH) — Sep 16, 2016

BARFRESH FOOD GROUP INC. (BRFH) (CIK 0001487197)
Date: Sept. 16, 2016 · CIK: 0001487197 · Accession: 0001493152-16-013392

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File numbers found in text: 333-211019

Date

September 20, 2016

Author

BARFRESH

Form

CORRESP

Company

BARFRESH FOOD GROUP INC. (BRFH) (CIK 0001487197)

Letter

VIA EDGAR CORRESPONDENCE United States Securities Exchange Commission Washington D.C. 20549 Registration Statement on Form S-1 File No. 333-211019 (the “Registration Statement”)

Re: Barfresh Food Group, Inc.

Dear Messrs. Schwall and Langford:

Pursuant to Rule 460 and Rule 461 under the Securities Act of 1933, as amended, Barfresh Food Group, Inc., a Delaware corporation (the “Company”), hereby requests that the effective date of the above referenced Registration Statement be accelerated so that it will become effective at 4:00 p.m., Eastern time, on Tuesday, September 20, 2016, or as soon thereafter as practicable.

The Company acknowledges that:

● should the Securities and Exchange Commission (“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.

Very
truly yours,
BARFRESH
FOOD GROUP, INC.,

Show Raw Text

CORRESP
1
filename1.htm

September
16, 2016

VIA
EDGAR CORRESPONDENCE

H.
Roger Schwall

Jason
Langford

United
States Securities Exchange Commission

Washington
D.C. 20549

    Re:
    Barfresh
    Food Group, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-211019 (the “Registration Statement”)

Dear
Messrs. Schwall and Langford:

Pursuant
to Rule 460 and Rule 461 under the Securities Act of 1933, as amended, Barfresh Food Group, Inc., a Delaware corporation (the
“Company”), hereby requests that the effective date of the above referenced Registration Statement be accelerated
so that it will become effective at 4:00 p.m., Eastern time, on Tuesday, September 20, 2016, or as soon thereafter as practicable.

The
Company acknowledges that:

    ●
    should
    the Securities and Exchange Commission (“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.

Very
truly yours,

    BARFRESH
    FOOD GROUP, INC.,

    a
    Delaware corporation

    /s/
    Riccardo Delle Coste

    By:
    Riccardo Delle Coste

    Its:
    Chief Executive Officer

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