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SEC Company Response from BARFRESH FOOD GROUP INC. (BRFH) (CIK 0001487197) (BRFH) — Dec 26, 2018

BARFRESH FOOD GROUP INC. (BRFH) (CIK 0001487197)
Date: Dec. 26, 2018 · CIK: 0001487197 · Accession: 0001493152-18-017920

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File numbers found in text: 333-228030

Date
October 29, 2018
Author
Barfresh
Form
CORRESP
Company
BARFRESH FOOD GROUP INC. (BRFH) (CIK 0001487197)

Letter

December 26, 2018

VIA EDGAR CORRESPONDENCE

Loan Lauren Nguyen, Legal Branch Chief

Anuja Majmudar, Attorney-Advisor

Division of Corporation Finance

Office of Natural Resources

United States Securities Exchange Commission

Washington D.C. 20549

Re: Barfresh Food Group, Inc.- Request for Effectiveness

Form S-1

Filed October 29, 2018 and amended December 17, 2018

File No. 333-228030

Ladies and Gentlemen:

Pursuant to Rule 460 and Rule 461 under the Securities Act of 1933, as amended, Barfresh Food Group, , 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 Friday, October 28, 2018, 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.

If you have any questions, please contact the undersigned and our legal counsel: Libertas Law Group Inc., Mark Abdou at (310) 359-8742; or Ruba Qashu at (949) 355-5405.

Very
truly yours,
Barfresh
Food Group, Inc.

Show Raw Text
CORRESP
1
filename1.htm

December
26, 2018

VIA
EDGAR CORRESPONDENCE

Loan
Lauren Nguyen, Legal Branch Chief

Anuja
Majmudar, Attorney-Advisor

Division
of Corporation Finance

Office
of Natural Resources

United
States Securities Exchange Commission

Washington
D.C. 20549

    Re:
    Barfresh
    Food Group, Inc.- Request for Effectiveness

    Form
    S-1

    Filed
    October 29, 2018 and amended December 17, 2018

    File
    No. 333-228030

Ladies
and Gentlemen:

Pursuant
to Rule 460 and Rule 461 under the Securities Act of 1933, as amended, Barfresh Food Group, , 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 Friday, October 28, 2018, 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.

If
you have any questions, please contact the undersigned and our legal counsel: Libertas Law Group Inc., Mark Abdou at (310) 359-8742;
or Ruba Qashu at (949) 355-5405.

Very
truly yours,

    Barfresh
    Food Group, Inc.

    /s/
    Joseph Tesoriero

    Joseph
    Tesoriero, Chief Financial Officer

    cc:
    Mr.
    Riccardo Delle Coste, Chief Executive Officer

    Mark
    Abdou, Esq.

    Ruba
    Qashu, Esq.