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SEC Company Response from BARFRESH FOOD GROUP INC. (BRFH) (CIK 0001487197) (BRFH) — Jun 7, 2019

BARFRESH FOOD GROUP INC. (BRFH) (CIK 0001487197)
Date: June 7, 2019 · CIK: 0001487197 · Accession: 0001493152-19-008889

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File numbers found in text: 333-231783

Date
June 7, 2019
Author
Barfresh
Form
CORRESP
Company
BARFRESH FOOD GROUP INC. (BRFH) (CIK 0001487197)

Letter

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

June 7, 2019

VIA EDGAR CORRESPONDENCE

Irene Barberena-Meissner, Staff Attorney

Division of Corporation Finance

Office of Natural Resources

United States Securities Exchange Commission

Washington D.C. 20549

Form S-1

Filed May 28,

File No. 333-231783

Ladies and Gentlemen:

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, June 11, 2019, 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

June
7, 2019

VIA
EDGAR CORRESPONDENCE

Irene
Barberena-Meissner, Staff Attorney

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 May 28,
    2019

    File No. 333-231783

Ladies
and Gentlemen:

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, June 11, 2019, 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.