SecProbe.io

CORRESP
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BARFRESH
FOOD GROUP INC.

12100
Wilshire Blvd., 8th Floor

Los
Angeles, CA 90025

(310)
598-7113

April
22, 2026

Office
of Manufacturing

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    RE:
    Barfresh
    Food Group Inc. (the “Company”)

    Registration
    Statement on Form S-1

    Filed
    April 15, 2026

    File
    No. 333-295069

To
Whom it May Concern:

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of the effectiveness
of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:30 p.m. on April 24,
2026, or as soon thereafter as practicable.

The
Company hereby acknowledges that:

    ●
    Should
    the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare
    the Registration Statement effective, the Commission is not foreclosed from taking any action with respect to the Registration Statement;

    ●
    The
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
    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.

    By:
    /s/
    Riccardo Delle Coste

    Name:
    Riccardo
    Delle Coste

    Title:
    President
    and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 20, 2026

Riccardo Delle Coste
Chief Executive Officer
BARFRESH FOOD GROUP INC.
12100 Wilshire Blvd., 8th Floor
Los Angeles, California 90025

 Re: BARFRESH FOOD GROUP INC.
 Registration Statement on Form S-1
 Filed April 15, 2026
 File No. 333-295069
Dear Riccardo Delle Coste:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Eranga Dias at 202-551-8107 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

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BARFRESH
FOOD GROUP INC.

3600
Wilshire Blvd., Suite 1720

Los
Angeles, CA 90010

(310)
598-7113

November
30, 2023

Office
of Manufacturing

Division
of Corporation Finance

Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    RE:
    Barfresh
    Food Group Inc. (the “Company”)

    Registration
    Statement on Form S-3

    File
    No. 333-275185

To
Whom it May Concern:

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of the effectiveness
of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:00 p.m. on December
4, 2023, or as soon thereafter as practicable.

The
Company hereby acknowledges that:

    ●
    Should
    the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare
    the Registration Statement effective, the Commission is not foreclosed from taking any action with respect to the Registration Statement;

    ●
    The
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
    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.

    By:
    /s/
    Riccardo Delle Coste

    Name:
    Riccardo
    Delle Coste

    Title:
    President
    and Chief Executive Officer

United States securities and exchange commission logo
October 31, 2023
Lisa Roger
Chief Financial Officer
Barfresh Food Group Inc.
3600 Wilshire Boulevard, Suite 2730
Los Angeles, California 90010
Re:Barfresh Food Group Inc.
Registration Statement on Form F-3
Filed October 26, 2023
File No. 333-275185
Dear Lisa Roger:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Fay Matsukage

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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.

June 3, 2019
Riccardo Delle Coste
Chief Executive Officer
Barfresh Food Group, Inc.
3600 Wilshire Boulevard, Suite 1720
Los Angeles, CA 90010
Re:Barfresh Food Group, Inc.
Registration Statement on Form S-1
Filed May 28, 2019
File No. 333-231783
Dear Mr. Delle Coste:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources

CORRESP
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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 4:30 p.m., Eastern time, on Wednesday, December 26, 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

    cc:
    Mr. Riccardo Delle Coste, Chief Executive Officer

    Mark Abdou, Esq.

    Ruba Qashu, Esq.

CORRESP
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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 4:30 p.m., Eastern time, on Wednesday, December 26, 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,

    Libertas
    Law Group, Inc.

    /s/
    Ruba Qashu

    Partner

    cc:
    Mr.
    Riccardo Delle Coste, Chief Executive Officer

    Mr.
    Joseph Tesoriero, Chief Financial Officer

    Mark
    Abdou, Esq.

    Ruba
    Qashu, Esq.

CORRESP
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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.

December 4, 2018
Riccardo Delle Coste
Chief Executive Officer
Barfresh Food Group, Inc.
8383 Wilshire Blvd.
Suite 750
Beverly Hills, California 90211
Re:Barfresh Food Group, Inc.
Form 10-K for the Fiscal Year ended December 31, 2017
Filed April 2, 2018
File No. 000-55131
Dear Mr. Delle Coste:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Natural Resources
cc:       Mark Abdou

CORRESP
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November
29, 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.

    Form
    10-K for the Fiscal Year Ended December 31, 2017

    Filed
    April 2, 2018

    File
    No. 000-55131

Dear
Mses. Nguyen and Majmudar:

This
letter sets forth the supplemental information requested during a teleconference call on November 8, 2018 between SEC Examiner
Lily Dang and Joseph Tesoriero. The teleconference concerned the response letter of Barfresh Food Group, Inc. (“Barfresh”
or the “company”) dated November 7, 2018, which was filed in response to your letter dated November 2, 2018, relating
to the above captioned Annual Report. The follow up questions from the teleconference are set forth in bold text below, and the
responses of the company are set forth in plain text immediately following each comment.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 20

    1.
    With
    regard to your response to prior comment 1, please disclose in the future filings the relevant factual information contained
    in your response letter dated November 7, 2018.

We
will include appropriate further information in future filings, emphasizing that this individual’s responsibilities are
in the area of product development, rather than manufacturing.

Financial
Statements

Note
2 – Property, Plant and Equipment, page F-101.

1. With
                                         regard to your response to prior comment 2, please explain how manufacturing equipment
                                         is used if all products are manufactured by outside contractors.

Barfresh
utilizes third party contract manufacturers to manufacture all of its products. The current portfolio of products includes smoothies,
shakes and frappes. Products are packaged in two distinct formats. The single serve format features portion controlled and ready
to blend beverage ingredient packs or “beverage packs”. The beverage packs contain all of the solid ingredients necessary
to make the beverage, including the base (either sorbet, frozen yogurt or ice cream), real fruit pieces, juices and ice –
five ounces of water are added before blending. The second format is the Company’s bulk “Easy Pour” format,
which also contains all of the solid ingredients necessary to make the beverage, packaged in gallon containers in a concentrated
formula that is mixed “one to one” with water. For both product formats, the third party contract manufacturers supply
all of the manufacturing equipment needed to make the frozen beverage product mixture. For the single serve format, Barfresh supplies
certain manufacturing equipment, required to place the ingredients into the beverage packs, including bagging machines, ice machines,
scales, and conveyor belts. For the bulk “Easy Pour” format, Barfresh does not supply any manufacturing equipment.

Mses.
Nguyen and Majmudar

November
29, 2018

Page

    2.
    Do
    any Barfresh employees work on any part of the manufacturing line, or operate the bagging machinery for the single serve lines
    at the contract manufacturers?

No,
the entire manufacturing lines for both product formats, including the bagging machines for the single serve lines, are operated
by employees of the third party contract manufacturers.

    3.
    Please
    provide support for your conclusion that the manufacturing equipment depreciation does not have a material impact on your
    gross profit in the Annual Report on Form 10-K for the fiscal year ending December 31, 2017, and confirm treatment of this
    item for your 2018 periodic reports.

Total
Depreciation and Amortization included in our 2017 Form 10-K for the year 2017 was $330,883, of which $268,784 pertains to depreciation
on equipment, and $62,099 pertains to amortization of intangible assets. For the year 2016, total Depreciation and Amortization
was $208,614, of which $147,131 pertains to depreciation on equipment, and $61,483 pertains to amortization of intangible assets.
In both 2017 and 2016, equipment includes manufacturing equipment, blenders and freezers placed at food service locations, company
automobiles, office equipment, and similar equipment. If depreciation on manufacturing equipment had been included as an expense
in arriving at Gross Profit, the impact on the gross profit margin would have been 4.9% in 2017 (40.74% as adjusted, as compared
with 45.64% as reported), and 6% in 2016 (40.93% as adjusted, as compared with 46.98% as reported).

Considering
guidance available in SAB No. 99, in particular considering the total mix of information made available, and considering both
quantitative and qualitative factors, management is of the view that the impact of our treatment of depreciation expense on manufacturing
equipment on our financial statements is immaterial for 2017, and that the 2017 financial statements taken as whole accurately
reflect the Company’s results. Further, there would be no material change in our net losses versus what was reported.

Based
on our discussions with our independent auditor and their review of this letter, our auditors agree with the Company’s management
that the impact of the matters discussed herein do not have a material qualitative effect on the financial statements; however
our auditors have not performed any audit procedures with respect to the changes to the financial statements referred to above.

Beginning
with our Form 10-K for 2018, we will report depreciation on manufacturing equipment as an expense in arriving at Gross Profit,
for both the current year, and for the comparable prior year. We will plan on disclosing this change as a reclassification in
our Notes to our Financial Statements for the year ending December 31, 2018.

    4.
    Please
    provide accounting support for your conclusion that the provision of blending equipment by Barfresh to food service and restaurant
    locations that buy Barfresh’s products from Barfresh’s customers (i.e., from distributors) is not part of your
    product sales performance obligation?

Barfresh
sells its products to independent distributors, such as Sysco. Once Barfresh delivers products to the distributor, title and risk
of loss of that product passes to the distributor. Our contracts contain a single performance obligation, which is the delivery
of frozen beverages. The transaction price is allocated to that single performance obligation. In certain situations, Barfresh
also provides blending equipment to food service and restaurant locations that buy Barfresh’s products from Barfresh’s
customers. The Company views the provision of blending equipment as related to its marketing effort, and not as related to cost
of goods sold. In addition we have also concluded that ASC 606 does not require us to analyze the provision of blending equipment
as a performance obligation associated with our recording of revenue upon sales to our customers.

*      *       *

Mses.
Nguyen and Majmudar

November
29, 2018

Page

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

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November
7, 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.

    Form
    10-K for the Fiscal Year Ended December 31, 2017

    Filed
    April 2, 2018

    File
    No. 000-55131

Dear
Mses. Nguyen and Majmudar:

This
letter sets forth the responses of Barfresh Food Group, Inc. (“Barfresh” or the “company”) to your letter
dated November 2, 2018, relating to the above captioned Annual Report. The comments of the staff of the U.S. Securities and Exchange
Commission are set forth in bold text below, and the responses of the company are set forth in plain text immediately following
each comment.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 20

1. We
                                         note that your research and development expenses include the salary of your director
                                         of manufacturing and product development, and consultants supporting that employee. Tell
                                         us the extent to which such costs are associated with manufacturing, and are thereby
                                         inventoriable based on the guidance in FASB ASC 330-10-30-1 through 8, and explain why
                                         these costs are not included in the cost of revenue measures that you report.

The
functions performed by our Director of Manufacturing and Product Development and consultants that support that employee (hereinafter
“Director”), are primarily focused on the creation of unique flavors for potential customers in our national account
pipeline, and on the creation of new flavors for our general product portfolio. Additionally, the Director conducts product trials
to determine qualification for certain government specifications of those products, and to support product claims. Hence, the
title for this individual – “Director of Manufacturing and Product Development” – is not reflective of
his specific duties, which are entirely focused on “product development” rather than manufacturing. Additionally,
the Director works remotely, performing the majority of his tasks in a food laboratory located in his personal residence.

The
Company utilizes independent third party contract manufacturers for the production of all of its products. Consequently cost of
sales includes the cost of product purchased from the Company’s independent third party manufacturers. These costs are expensed
to costs of sales as the product is sold.

Based
on the above, we believe it is appropriate to exclude costs associated with the Director from the cost of revenue measures that
we report.

Financial
Statements

Note
2 – Property, Plant and Equipment, page F-102. We note that you are depreciating the cost of manufacturing
equipment over seven years and that such costs are excluded from your cost of revenue and gross profit measures. If you
intend to rely on the accommodation in SAB Topic 11:B, you should clarify the extent to which depreciation and amortization
is attributable to your cost of revenue, and reposition the separately reported amount to be included in your gross profit
measure.

We
agree with your comment, and will provide the additional clarification in our next 10-K filing. We also note that given our exclusive
utilization of contract manufacturers to make our products, that depreciation on our production equipment is immaterial. The language
we plan to utilize for the “Cost of Goods Sold” line item in our next 10-K filing will follow the guidance in SAB
Topic 11:B, and will state “Cost of Goods Sold (Exclusive of depreciation shown separately below)”.

*     *      *

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

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

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April
20, 2017

VIA
EDGAR CORRESPONDENCE

H.
Roger Schwall, Assistant Director, Office of Natural Resources

Parhaum
J. Hamidi, Attorney-Adviser

United
States Securities Exchange Commission

Washington
D.C. 20549

    Re:
    Barfresh
    Food Group, Inc.

    Registration
    Statement on Form S-1

    File
    No. File No. 333-215322 (the “Registration Statement”)

Dear
Messrs. Schwall and Hamidi:

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 Monday, April 24, 2017, 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

CORRESP
1
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January
20, 2017

VIA
EDGAR CORRESPONDENCE

H.
Roger Schwall, Esq., Assistant Director, Office of Natural Resources

Parhaum
J. Hamidi, Attorney-Adviser

United
States Securities Exchange Commission

Washington
D.C. 20549

    Re:
    Barfresh
    Food Group, Inc.

    Registration
    Statement on Form S-1

    Filed
    December 23, 2016

    File
    No. 333-215322

Dear
Messrs. Schwall and Hamidi:

This
letter sets forth the responses of Barfresh Food Group, Inc. (“Barfresh” or the “company”) to your letter
dated January 13, 2017, relating to the above captioned registration statement. The company is simultaneously submitting an amendment
to the registration statement reflecting the changes set forth below. The comments of the staff of the U.S. Securities and Exchange
Commission are set forth in bold text below, and the responses of the company are set forth in plain text immediately following
each comment.

Management’s
Discussion and Analysis, page 31

1.
Please provide in this section a discussion and analysis of your financial condition and results for the nine-month
transition period ended December 31, 2015 and your comparable prior year information. Refer to Instruction 1 to Paragraph
303(a) of Regulation S-K.

We
have revised this section of the registration statement to include a discussion and analysis of our financial condition and results
for the nine-month transition period ended December 31, 2015 and comparable prior year information.

Executive
Compensation, page 39

2.
Please update this section to provide the information that Item 402 of Regulation S-K requires for compensation awarded in the
fiscal year ended December 31, 2016. For guidance, refer to the Regulation S-K Compliance and Disclosure Interpretation 217.11,
available on the Commission’s website.

We
have revised this section of the registration statement to provide the information Item 402 of Regulation S-K requires for compensation
awarded in the fiscal year ended December 31, 2016.

*       *       *

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

    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.

    Ruba
    Qashu, Libertas Law Group, Inc.

Mail Stop 4628
January 13, 2017

Riccardo Delle Coste
Chief Executive Officer  and Director
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 December  23, 2016
 File No. 333-215322

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 com ments 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.

Management’ s Discussion and Analysis,  page 31

1. Please provide in this section a discussion and analysis of your financial condition
and results for the nine -month  transition period  ended December 31, 2015 and your
comparable prior year information .  Refer to Instruction 1 to Paragraph 303(a) of
Regulation S -K.

Executive Compensation, page 39

2. Please update this section to provide the information that Item 402 of Regulation S -K
requires for compensation awarded i n the fiscal year ended December 31, 2016.   For

Riccardo Delle Coste
Barfresh Food Group, Inc.
January 13, 2017
Page 2

 guida nce, refer to the Regulation S -K Compliance and Disclosure Interpretation
217.11, available on the Commission’ s website.

We remind you that the company and its management are responsible for the
accurac y 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.

Please contact Parhaum J. Hamidi, Attorney -Adviser , at (202) 551 -3421 or, in his
absence, Kevin M. Dougherty, Senior Counsel,  at (202) 551 -3271 with any questions.

Sincerely,

 /s/ Loan Lauren P. Nguyen for

 H. Roger Schwall
Assistant Director
Office of Natural Resources

CORRESP
1
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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

CORRESP
1
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BARFRESH
FOOD GROUP, INC.

8530
Wilshire Blvd., Suite 450

Beverly
Hills, California 90211

Telephone:
(310) 598-7113

July
25, 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.

    Post-Effective
    Amendment No. 1 to Form S-1

    Filed
    April 4, 2016

    File
    No. 333-203340

Dear
Mr. Schwall:

This
letter sets forth the responses of Barfresh Food Group, Inc. to the comments contained in your letter, dated June 24, 2016, relating
to the Post-Effective Amendment No. 1 to Form S-1 filed by the company on April 4, 2016 (the “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.

Barfresh
Food Group, Inc. (with its subsidiaries, the “company”) will submit, via EDGAR, Post-Effective Amendment No. 2 to
the Registration Statement (“Amendment No. 2”) incorporating required changes once the Staff is satisfied with our
reply. Amendment No. 2 will also contain a short explanatory note, per the Staff’s verbal instruction.

Prospectus
Summary, page 1

1.
In response to our prior comment 2, we note the materials supplementally provided under separate cover pursuant to Rule 418. After
our review of such material, it appears that additional information should be provided about your agreement with PepsiCo. Specifically,
we note that additional disclosure concerning the extent of the exclusivity provision appears warranted, including how this agreement
impacts your ability to independently pursue National Accounts, which you disclose as one of your two sales channels.

Response:
The company will amend its Registration Statement and subsequent filings to include further discussion regarding the company’s
exclusivity provision with Pepsico.

Exhibit,
page 39

2.
We have considered your response to our prior comments 1 and 2 and have taken into account the materials supplementally provided
under separate cover pursuant to Rule 418. Based on our analysis, we continue to believe that your agreements with Sysco and PepsiCo
are contracts upon which your business is substantially dependent and therefore should be filed as exhibits pursuant to Item 601(b)(10)(ii)(B)
of Regulation S-K. If you desire, in filing these contracts you may omit certain information pursuant to a Request for Confidential
Treatment submitted pursuant to Rule 406 under the Securities Act of 1933. Please indicate at the appropriate place in the material
filed that the confidential portion has been so omitted and filed separately with the Commission. A Confidential Treatment Request
should cover only those words and phrases for which confidentiality is necessary and supported by FOIA and applicable Commission
rules. For guidance, see Staff Legal Bulletin 1 and the addendum thereto, available on the Commission’s website at https://www.sec.gov
/interps/legal/slbcf1r.htm#n1a.

Response:
We respectfully request that you reconsider your conclusions, or in the alternative, help us to understand the basis for your
conclusions.

Item
601(10) of Regulation S-K does not require a material contract that is entered into in the ordinary course of business to be filed
as an exhibit unless our business is substantially dependent on such contract.

The
Sysco and PepsiCo agreements are material contracts entered into in the ordinary course of our business; however our business
is not substantially dependent on either agreement. Our agreement with PepsiCo can best be characterized as a sales and marketing
agreement through which PepsiCo helps promote the company’s products, particularly through introductions to potential customers.
With regard to Sysco, we have provided the Staff with similar agreements with other distributors that illustrate the Sysco agreement
is typical for our industry. Also, consistent with industry standards, we have agreements with nine sales brokers (unrelated to
either PepsiCo and Sysco) that actually market and demonstrate our products. Neither of the Sysco nor PepsiCo agreements provides
sales guarantees and both relationships require that our sales team directly present, demonstrate and close sales deals. Further,
we are not relying solely on these relationships to execute our business plan.

We
understand the implications of the recognizable names of the contracting parties, the volume of business that has been generated
thus far under the Sysco agreement and the potential for business expansion under both agreements. However, we are confident we
would have obtained alternative arrangements if these agreements did not exist. Thus, the agreements cannot be deemed contracts
upon which the company is substantially dependent.

Further,
while we believe that the determination of whether a contract is material may be based solely on the financial impact it may have
on business, to be considered one upon which our business is substantially dependent, the determination must include both qualitative
and quantitative measurements. Although the loss of a significant contract may have a material financial impact on a company,
we do not believe that this means the company is substantially dependent upon the contract. The termination of either or both
of these agreements would not result in a fundamental change in the nature or structure of our business, particularly in light
of alternative distribution arrangements that could be procured and that we have already begun to procure.

    2

We
rely on the quality and appeal of our products, the expertise and abilities of our management and the proficiency of the sales
team to drive our business. Our team continues to develop new distribution and brokerage relationships based on our customer needs.

We
recently entered into a contract with Aramark SCM, Inc. (“Aramark”). Aramark, is one of the largest U.S. providers
of food services and products to education, healthcare, business & industry, and sports, leisure & corrections clients.
The agreement was negotiated directly between the parties. Furthermore, Aramark does not exclusively use Sysco as its food distributor.
Under the contract, the company will pay Aramark a rebate based on the net sales price of its products. The rebate paid to Aramark
directly reduces the rebate the company would otherwise pay to Sysco.

In
addition, we have begun shipping products for an in-market test with a large national quick serve restaurant chain. The test will
be conducted at 48 locations which are served by three different distributors, including Sysco. However the majority of the test
locations are not serviced by Sysco. Upon successful completion of the test, the company’s products will be rolled out on
a national basis to almost 4,000 restaurant locations, less than 10% of which are serviced by Sysco. This potential customer relationship
was not secured through our relationship with Sysco or PepsiCo. It’s important to note that neither Sysco nor PepsiCo will
receive any rebate or commission on the company’s sales to this customer. This is just one example of several large accounts
unrelated to Sysco or PepsiCo to whom we have commenced shipping product into market for tests in preparation for national and
national- regional roll out.

In
conclusion, since the Sysco and PepsiCo agreements were entered into in the ordinary course of business and are not contracts
upon which our business is substantially dependent, we respectfully request that you reconsider your conclusion that they are
required to be filed.

*
*       *

In
closing, as requested, the company acknowledges that:

    ●
    the
    company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    staff
    comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with
    respect to the filing; and

    ●
    the
    company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
    securities laws of the United States.

    3

We
appreciate the Staff’s guidance and assistance in this matter, and are available for a telephone conference should the staff
wish to further discuss this matter.

Very
truly yours,

    BARFRESH
    FOOD GROUP, INC.

    /s/
    Riccardo Delle Coste

    By:
    Riccardo
    Delle Coste

    Its:
    Chief
    Executive Officer

cc:
Mr. Joseph Tesoriero, Chief Financial Officer

Mark
Abdou, Esq.

    4

Mail Stop 4628
June 24 , 2016

Riccardo Delle Coste
Chief Executive  Officer
Barfresh Food Group, Inc.
8530 Wilshire Blvd., Suite 450
Beverly Hills, California 90211

Re: Barfresh Food Group, Inc.
 Post-Effective Amendment No. 1 to Form S -1
Response Dated June 2,  2016
Supplemental Materials dated June 7, 2016
File No. 333-203340

Dear Mr. Delle Coste :

We have reviewed your June 2 , 2016 response to our comment letter and supplemental
materials submitted pursuant to Rule 83 and Rule 418 on June 7, 2016 and have the following
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 thi s 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.   Unless we note
otherwise, our references to prior comments are to comments in our May 11 , 2016  letter.

Prospectus Summary, page 1

1. In response to our prior comment 2, we note the materials supplementally provided under
separate cover pursuant to Rule 418.  After our review of such material, it appears that
additional information should be provided abo ut your agreement with PepsiCo.
Specifically, we note that additional disclosure concerning the extent of the exclusivity
provision appears warranted , including how this agreement impacts your ability to
independently pursue National Accounts, which you di sclose as one of your two sales
channels .

Riccardo Delle Coste
Barfresh Food Group, Inc.
June 24 , 2016
Page 2

Exhibit, page 39

2. We have  considered your  response to our prior comment s 1 and 2  and have taken into
account the materials supplementally provided under separate cover pursuant to Rule
418.  Based on our analysis, we continue to believe that your agreements with Sysco and
PepsiCo are contracts  upon which your business is substantially dependent and therefore
should  be filed as exhibits  pursuant to Item 601(b)(10) (ii)(B)  of Regulation S -K.  If you
desire, in filing these contracts you may omit certain information pursuant to a  Reque st
for Confidential Treatment submitted pursuant to Rule 406 under the Securities Act of
1933.  Please indicate at the appropriate place in the material filed that the confidential
portion has been so omitted and filed separately with the Commission.  A Confidential
Treatment Request  should cover only those words and phrases for which confidentiality
is necessary and supported by FOIA and applicable Commission rules.  For guidance, see
Staff Legal Bulletin 1 and the addendum thereto, available on the Commission’s website
at https://www.sec.gov/interps/legal/slbcf1r.htm#n1a.

Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the  disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclo sure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the 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.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under

Riccardo Delle Coste
Barfresh Food Group, Inc.
June 24 , 2016
Page 3

 the Secu rities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested eff ective date of the
registration statement.

Please contact Jason Langford, Staff Attorney, at 202 -551-3193 or, in his absence, Kevin
Dougherty, Staff Attorney, at 202 -551-3271 with any questions.

Sincerely,

 /s/H.  Roger Schwall

H. Roger Schwall
Assistant Director
Office of Natural Resources

CORRESP
1
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.

CORRESP
1
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.

    Post-Effective
    Amendment No. 1 to Form S-1

    Filed
    April 4,, 2016

    File
    No. 333-203340

Dear
Mr. Schwall:

This
letter sets forth the responses of Barfresh Food Group, Inc. ( “Barfresh” or the “company”) to your letter,
dated May 11, 2016, relating to the Post-Effective
Amendment No. 2 to Form S-1 filed by the company on April 4, 2016 (the “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. Many
of the points set forth herein were discussed during the conference call we held with you and members of the Staff on May 18,
2016.

Barfresh
will submit, via EDGAR, Post-Effective Amendment No. 2 to the Registration Statement (“Amendment No. 2”) incorporating
required changes once the Staff is satisfied with our replies. Amendment No. 2 will also contain a short explanatory note, per
the Staff’s verbal instruction.

Exhibits,
page 39

1.	We
note your response to our prior comment 2, in which you attribute demand for your products that Sysco sells to end-customers to
come primarily through the efforts of your sales agents. However, we note that in the transition report on Form 10-K filed on
March 30, 2016, within the “Management’s Discussion and Analysis and Results of Operations” on page 17, you
disclose that you have been selected as one of five vendors named to Sysco’s “Cutting Edge Solution” (CES) Platform,
and as such will receive national advertising and marketing from Sysco. Further, you disclose that all 72 of Sysco’s operating
companies will participate in the CES program, and that such companies will be evaluated by Sysco on their success in moving your
and the other CES products.

From
this disclosure, it appears that Sysco personnel will be incentivized to sell your products to their end-customers. Considering
the efforts and incentives of Sysco personnel it does not appear that your sales agents are necessarily primarily responsible
for sales to the end-customer.

In
your March 30, 2016, Business Update Conference Call, the webcast of which is available at www.barfresh.com/presentations, your
President Joseph Cugine discusses your relationship with Sysco. Mr. Cugine explains that you have been able to partner with Sysco’s
sales personnel to expand the companies you can reach without increasing your own sales force. Mr. Cugine describes your sales
representatives presenting product demonstrations to Sysco sales agents, as opposed to end-use customers. Furthermore, Mr. Cugine
states that Sysco is requiring its sales representatives to sell certain volumes of your products.

Given
your descriptions of the efforts of Sysco personnel and the attendant increase in your sales attributable to your relationship
with Sysco, we believe that this contract is of the type upon which your business is substantially dependent and should be filed
as an exhibit pursuant to Item 601(b)(10)(ii)(B) of Regulation S-K.

Response:
We continue to be of the view that based on the facts surrounding the agreement with Sysco Corporation (“Sysco”),
and the requirements of Item 601(b)(10), that the Sysco agreement is not an agreement upon which our business is substantially
dependent, and as such, is not required to be filed. We will address here each of the points you’ve raised, and also submit
additional facts supporting that conclusion.

Company
named to Sysco’s “Cutting Edge Solution” (CES) Platform.

You
note that in our transition report on Form 10-K, we disclose that we have been selected as one of five vendors named to the Sysco
“Cutting Edge Solution (CES)” Platform, and as such will receive national advertising and marketing from Sysco.

It
is important to note in this context, that the CES program is in no way incorporated into our vendor contract with Sysco. CES
is an annual appointment by Sysco, and we have no contractual rights or obligations under the CES program. It is a marketing program
designed to enhance the success of our sales team. While we place great value on the CES program, and acknowledge that inclusion
in CES has accelerated rollout of our product throughout the Sysco system, this does not change the fact that our sales team makes
every call on every potential customer, demonstrates our products and ultimately is responsible for procuring customers.

Product
demonstrations to Sysco sales agents, as opposed to end-use customers.

In
your letter you also note that, on our March 30, 2016 Business Update Conference Call, our President Joseph Cugine explained that
we have been able to partner with Sysco to expand the number of companies we are able to reach without increasing our own sales
force and that Mr. Cugine described our sales representatives presenting products to Sysco sales agents, as opposed to end-customers.

       2

The
process of presenting our products to the Sysco sales agents was part of the “roll-out” of the CES Program. These
demonstrations were conducted to familiarize the Sysco sale personnel with our products. At the beginning of the rollout, many
of the Sysco personnel had never seen or tasted our products, or seen them prepared. This initial series of product demonstrations
was conducted as a one-time training session to familiarize the Sysco personnel with our products, especially the ease of preparation
and lack of waste in the preparation process. Armed with this knowledge, the Sysco personnel were motivated to recommend our products
to potential customers. Nonetheless, we have found that we must demonstrate the ease of preparation of our products to the end
customer before that customer will commit to purchase products. Any demonstration of our products to a potential end customer
is done EXCLUSIVELY by our sales team.

Demonstrating
our products at a customer location requires a specialized sales kit, consisting of a commercial blender, portable car freezer
and sample cases for frozen products. The cost of each specialized sales kit is approximately $1,000. The Sysco sales personnel
do not have these specialized kits. However, each of our own sales representatives is equipped with the product demonstration
kit. Therefore every product demonstration to a potential customer is physically conducted by one of our own employees, not by
a Sysco employee. Sysco’s role here is to “ride along” with our personnel, sometimes physically coming on sales
calls, and sometimes making an introduction or recommendation. However, it is our sales team that must go in, demonstrate the
product, and make the sale. For these reasons, we view our sales team as primarily responsible for the end sale – not Sysco.

Sysco
is requiring its sales representatives to sell certain volumes of Barfesh products.

There
is no minimum sales guarantee in the Sysco contract. The language of the agreement states that nothing in the Agreement “…shall
obligate SMS [Sysco Merchandising and Supply Chain Services, Inc.] or any of the Sysco Companies to purchase any Products from
Supplier [Barfresh] during the Term of this Agreement”. In fact, Sysco only buys product from us to the extent we are successful
in generating demand from the end customers.

As
discussed on our conference call, Barfresh has several direct agreements with end customers.

For
example, during April of 2015 Barfresh entered into an agreement with a 100-unit family restaurant chain located in the North
Western United States. Under the terms of the agreement, Barfresh agreed to provide that customer with a specified delivered price
for three selected flavors that was fixed for twelve months. In addition, Barfresh agreed to pay a rebate per pack that is paid
directly to the customer and which partially offsets the rebate that Barfresh would otherwise pay to Sysco. This is a typical
transaction for Barfresh - Barfresh directly negotiated this contract with the end customer. Sysco had no involvement with the
demonstration of the product to the end customer, had no involvement with the training of the end customer’s employees,
had no involvement with the provision of point of sale material to the end customer, and had no involvement with negotiating the
agreement terms with the end customer. This certain direct rebate customer is a substantial customer, in the nine month period
ending December 31, 2015 accounting for over 30% of the 85% “Customer A” as shown in the transition report for Form
10-K filed March 30, 2016 (see Note 12, Business Segments, page F-19). Similar agreements exist with two other regional customers.
In total, those three regional customers accounted for 45% of the above-mentioned 85% “Customer A” in the referenced
report.

       3

As
discussed on our recent conference call, we are separately submitting a hard copy of our agreement with Sysco and our agreements
with the three regional customers confidentially, for your review, via mail.

2.	We
have considered your response to prior comment 3. Please provide us supplementally with a copy of the PepsiCo agreement. We refer
you to the provisions of Rule 418(b) under Regulation C.

Response:

As
discussed on our recent conference call, we are separately submitting a hard copy of our agreement with Pepsico, confidentially,
for your review, via mail.

*     *     *

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.

       4

Mail Stop 4628
May 18, 2016

Riccardo Delle Coste
Chief Executive Officer
Barfresh Food Group, Inc.
8530 Wilshire Blvd., Suite 450
Beverly Hills, C A 90211

Re: Barfresh Food Group, Inc.
 Registration Statement on  Form S -1
Filed April 29, 2016
File No. 333-211019

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 disclos ure.

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.

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 r esolved.
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 .

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

Riccardo Delle Coste
Barfresh Food Group, Inc.
May 18, 2016
Page 2

 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 .

Incorporation by Reference, page 38

4. We note you incorporate by reference certain docume nts, 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 urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicab le Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments,  in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the 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.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow

Riccardo Delle Coste
Barfresh Food Group, Inc.
May 18, 2016
Page 3

 adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Jason Langford, Staff Attorney, at 202-551-3193  or, in his absence,  Karina
Dorin, Staff Attorney,  at 202-551-3763 with any other questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director
Office of Natural Resources

Mail Stop 4628
May 1 1, 2016

Riccardo Delle Coste
Chief Executive Officer
Barfresh Food Group, Inc.
8530 Wilshire Blvd., Suite 450
Beverly Hills, California 90211

Re: Barfresh Food Group, Inc.
 Post-Effective Amendment No. 1 to Form S -1
Response Dated April 29, 2016
File No. 333 -203340

Dear Mr. Delle Coste:

We have reviewed your April 29, 2016 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better underst and 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.   Unless we note
otherwise, our references to prior comments are to comments in our April 26, 2016 letter.

Exhibits, page 39

1. We note your response to our prior comment 2, in which you attribute demand for your
products that Sysco sells to end -customers to come primarily through the efforts of your
sales agents.  However, we note that in the transition report on Form 10 -K filed on March
30, 2016, within the “Management’s Discussion and Analysis and Results of Operations”
on page 17 , you disclose that you have been selected as one of five vendors named to
Sysco’s “C utting Edge Solution” (CES) Platform, and as such will receive national
advertising and marketing  from Sysco .  Further, you disclose that all 72 of Sysco’s
operating companies will participate in the CES program, and that such companies will
be evaluated b y Sysco on their success in moving your and the other CES products.
From this disclosure, it appears that Sysco personnel will be incentivized to sell your
produ cts to their end -customers.  C onsidering the efforts and incentives of Sysco

Riccardo Delle Coste
Barfresh Food Group, Inc.
May 11 , 2016
Page 2

 personnel it does  not appear that your sales agents are necessarily primarily responsible
for sale s to the end -customer.

In your March 30, 2016, Business Update Conference Call, the webcast of which is
available at www.barfresh.com/presentations , your President Joseph Cu gine discusses
your relationship with Sysco.  Mr. Cugine explains that you have been able to partner
with Sysco’s sales personnel to expand the companies you can reach without increasing
your own sales force.  Mr. Cugine describes your sales representative s presenting product
demonstrations to Sysco sales agents, as opposed to end -use customers.  Furthermore,
Mr. Cugine states that Sysco is requiring its sales representatives to sell certain volumes
of your products.

Given your descriptions of the efforts of Sysco personnel and the attendant increase in
your sales attributable to your relationship with Sysco, we believe that this contract is of
the type upon which your business is substantially dependent and should be filed as an
exhibit pursuant to Item 60 1(b)(10)(ii)(B) of Regulation S -K.

2. We have considered your response to prior comment 3.  Please provide us supplementally
with a copy of the PepsiCo agreement.  We refer you to the provisions of Rule 418(b)
under Regulation C.

Closing Comments

We urge a ll persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its manag ement are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the 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.

Riccardo Delle Coste
Barfresh Food Group, Inc.
May 11 , 2016
Page 3

Please contact Jason Langford, Staff Attorney, at 202 -551-3193 or, in his absence, Kevin
Dougherty, Staff Attorney, at 202 -551-3271 with any other questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director
Office of Natural Resources

CORRESP
1
filename1.htm

April
29, 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.

    Post-Effective
    Amendment No. 1 to Form S-1

    Filed
    April 4, 2016

    File
    No. 333-203340

Dear
Mr. Schwall:

This
letter sets forth the responses of Barfresh Food Group, Inc. to the comments contained in your letter, dated April 26, 2016, relating
to the Post-Effective Amendment No. 1 to Form S-1 filed by the company on April 4, 2016 (the “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.

Barfresh
Food Group, Inc. (with its subsidiaries, the “company”) will submit, via EDGAR, Post-Effective Amendment No. 2 to
the Registration Statement (“Amendment No. 2”) incorporating required changes once the Staff is satisfied with our
reply. Amendment No. 2 will also contain a short explanatory note, per the Staff’s verbal instruction.

Prospectus
Cover Page

1. Your
Prospectus Cover Page refers to “Certain other warrants being registered.” Pursuant to Rule 413 of the Securities
Act of 1933, you cannot use a post-effective amendment to register additional shares that were not included in the registration
statement at effectiveness. However, we note that you registered the common stock underlying “Other Warrants” in your
Amendment No. 1 to your Form S-1 before effectiveness. Accordingly, please amend your filing so that it does not appear that you
are seeking to register any additional securities by this post-effective amendment.

Response: We
will amend the registration statement to clarify that the company is not seeking to register additional shares.

Exhibits, page 39

2. We
note that within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on
page 27, you disclose that your 2015 revenues “grew primarily through the expansion of [y]our business relationship with
Sysco Corporation.” We also note your disclosure under “Note 12. Business Segments” on page F-19 in your recent
transition report on Form 10-K that 98% of your revenues for the nine-months ending December 31, 2015 derive from three customers,
with revenue from one such customer representing 85.3% of your total revenue. As such, please file your agreement with Sysco as
an exhibit pursuant to Item 601(b)(10)(ii)(B) of Regulation S-K. If you determine that you are not required to file this agreement,
please provide us with an analysis supporting your conclusion.

Response: Based
on our analysis of the facts surrounding the agreement with Sysco Corporation (“Sysco) and the requirements of Item 601(b)(10),
we concluded that the agreement was entered into in the ordinary course of business, is not an agreement upon which our business
is substantially dependent and, as such, is not required to be filed.

The
agreement with Sysco Corporation is a food and beverage distribution relationship entered into in the ordinary course of business.

The
company creates, manufactures and distributes ready-to-blend frozen beverages. Sysco is a distributor of food and related non-food
products to the foodservice industry. Pursuant to the terms of the agreement with Sysco, the company agrees to supply to Sysco
certain goods that it manufactures for re-sale by Sysco to end-customers, primarily in the food services market place. The company
does not have a continuing contract to sell any specific amount of goods to Sysco. Instead, fulfillment of sales goals is driven,
for the most part, by the company’s Sales Force (defined below).

The
agreement is typical of one that ordinarily accompanies the business. The company currently uses other food and beverage distribution
companies in addition to Sysco. The need to use other alternative food and beverage distributors is driven entirely by the needs
of the end customer. The company anticipates that utilization of alternative food and beverage distributors will grow as its business
grows.

The
success of the company’s business is attributable to its Sales Force: the company’s business is not substantially
dependent on Sysco.

The
success of the company’s business model is dependent upon successfully selling its products to retail food services establishments,
such as quick service restaurants, hospitals, colleges, hotels, etc. In order to effectuate these sales, the company has hired
thirty-five sales employees, including Business Development managers, Regional Sales Directors, and National Account Vice Presidents
(the “Sales Force”). This Sales Force is responsible for calling upon end customers, and providing product demonstrations.
The company has learned that in-person demonstration of our product greatly increases the chances of a successful sale.

Sysco’s
primary role in this process is to facilitate the delivery of goods (distribution), through their cold chain process, to the end
customers. If the end customers do not order goods from Sysco, Sysco does not order goods from the company. Sysco’s role
is primarily as a conduit of the company’s products to its end customer. The company does not have a continuing contract
to sell any specific amount of goods to Sysco.

As
of the end of calendar year 2015, the company had over 1,000 individual end customer accounts. Due to the nature of the distribution
network, it records a sale to Sysco when goods are delivered to Sysco, for ultimate sale to the end customer. However, it is critical
to understand that Sysco does not order product from the company, unless it has an order or demand for products from the end customer.
The demand from end customers is instead created primarily through the efforts of the company’s Sales Force.

3. In
your October 26, 2015, current report on Form 8-K announcing your agreement with PepsiCo North America Beverages you indicate
that you expect the agreement to “lead to significant revenue growth,” while on page 4 of your transition report on
Form 10-K filed on March 30, 2016, you state that you expect the agreement to “fast track” your growth. Please tell
us what consideration you gave to filing your agreement with PepsiCo as an exhibit pursuant to Item 601(b)(10) of Regulation S-K.

Response: Based
on our analysis of the facts surrounding the agreement with PepsiCo North America Beverages (“PepsiCo”) and the requirements
of Item 601(b)(10), we concluded that the agreement was entered into in the ordinary course of business, is not an agreement upon
which our business is substantially dependent and, as such, is not required to be filed.

The
agreement with PepsiCo was entered into in the ordinary course of business.

Pursuant
to the terms of the agreement, PepsiCo markets and promotes the company’s products within the United States and Canada.
PepsiCo provides these services for numerous products that are neither owned nor affiliated with PepsiCo; this is in fact a common
industry practice. Specifically, the practice or business of a large food and beverage company with an established distribution
network leveraging its established distribution network to promote products from other non-affiliated companies. Seeking out and
securing such an attractive marketing relationship is well within the ordinary course of the Company’s business.

The
success of the company’s business is attributable to its Sales Force: the company’s business is not substantially
dependent upon the Pepsico relationship.

PepsiCo’s
role is that of a sales agent that will assist the company’s Sales Force in selling its products. PepsiCo facilitates introductions
to potential new accounts for the company. The Company does not have a continuing contract to sell any goods to PepsiCo, nor to
buy any goods from PepsiCo. While the relationship is highly valued, we are aware that, in order to properly leverage the Pepsico
relationship, the Company must rely on its Sales Force. The conduct of sales calls and product demonstrations – which is
critical to the success of our business model - will primarily be driven by the company’s Sales Force, as was the case prior
to the company entering into this agreement with PepsiCo.

The
Company’s statements that the Pepsico agreement is expected to “lead to significant revenue growth” and “fast
track” our growth were prepared with much consideration. The opportunities presented through the sales agency relationship
will be significant only if properly leveraged, and the company has confidence that it has built a Sales Force capable
of doing so.

4. Please
file as an exhibit the form of the Other Warrants registered under this registration statement. See Item 601(b)(4) of Regulation
S-K.

Response: We
will attach the warrant as an exhibit to the registration statement and clarify that it is just one warrant.

*             *             *

In
closing, as requested, the company acknowledges that:

    ●
    the
    company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    staff
    comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with
    respect to the filing; and

    ●
    the
    company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
    securities laws of the United States.

As
a courtesy, we are also advising the Staff that the company will be filing a registration statement on Form S-1 to register newly
issued securities not related to Registration No. 333-203340. The company anticipates that it must satisfactorily address
the Staff’s comments herein before the Staff can declare either registration statement effective.

We
trust that the foregoing is responsive to the comments contained in your comment letter. If you have any questions, please contact
Mark Abdou at (310) 359-8742 or Ruba Qashu at (949) 355-5405.

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

Very
truly yours,

/s/
Mark Abdou

LIBERTAS
LAW GROUP, INC.

    cc:
    Mr.
    Riccardo Delle Coste, Chief Executive Officer

    Mr.
    Joseph Tesoriero, Chief Financial Officer

Mail Stop 4628
April 26, 2016

Riccardo Delle Coste
Chief Executive  Officer
Barfresh Food Group, Inc.
8530 Wilshire Blvd., Suite 450
Beverly Hills, California 90211

Re: Barfresh Food Group, Inc.
 Post-Effective Amendment No. 1 to Form S -1
Filed April 4, 2016
File No. 333-203340

Dear Mr. Delle Coste :

We have limited our review of your post-effective amendment 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 f acts 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 c omments.

Prospectus Cover Page

1. Your Prospectus Cover Page refers to “Certain other warrants being registered.”
Pursuant to Rule 413 of the Securities Act of 1933,  you cannot use a post -effective
amendment to register additional shares that were not in cluded in the registration
statement at effectiveness.   However, we note that you registered the common stock
underlying “Other Warrants” in your Amendment No. 1 to your Form S -1 before
effectiveness.  Accordingly, p lease amend your filing so that it does not appear that you
are seeking to register any additional securities by this post-effective amendment.

Exhibits, page 39

2. We note that within “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on page 27, you disclose  that your 2015 revenues “grew primarily

Riccardo Delle Coste
Barfresh Food Group, Inc.
April 26, 2016
Page 2

 through the expansion of [y]our business relationship with Sysco Corporation .”  We also
note your disclosure under “Note 12. Business Segments” on page F -19 in your recent
transition report  on Form 10 -K that 98 % of your revenues for the nine -months ending
December 31, 2015 derive from three customers , with revenue from one such customer
representing 85.3% of your total revenue.   As such, please file your agreement with
Sysco  as an exhibit pursuant to Item 601( b)(10)( ii)(B) of R egulation S -K.  If you
determine that you are not required to file this  agreement, please provide us with an
analysis supporting your conclusion.

3. In your October 26, 2015, current report on Form 8 -K announcing your agreement with
PepsiCo North America Beverages you indicate that you expect the agreement to “lead to
significant revenue growth,” while on page 4 of your transition report  on Form 10 -K filed
on March 30, 2016, you state that you expect the agreement to “fast track” your growth.
Please tell us what consideration you gave to filing your agreement with PepsiCo  as an
exhibit  pursuant to Item 601( b)(10) of R egulation S -K.

4. Please file as an exhibit the form of the Other Warrants registered under this registration
statement .  See Item 601(b)( 4) of Regulation S -K.

Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 Notwithstanding our comments, be fore we can declare the amended registration
statement effective, the company should provide us with a letter, acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disc losure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of the United States.

Riccardo Delle Coste
Barfresh Food Group, Inc.
April 26, 2016
Page 3

Please contact Jason Langford , Staff Attorney,  at 202-551-3193  or, in his absence,  Kevin
Dougherty , Staff Attorney,  at 202-551-3271  with any other questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director
Office of Natural Resources

CORRESP
1
filename1.htm

BARFRESH FOOD GROUP, INC.

8530 Wilshire Boulevard, Suite 450

Beverly Hills, CA 90211

May 7, 2015

VIA EDGAR CORRESPONDENCE

H. Roger Schwall, Assistant Director

Paul Monsour, Staff Attorney

United States Securities Exchange Commission

Washington D.C. 20549

    Re:
    Barfresh Food Group, Inc.

    Registration Statement on Form S-1

    Filed April 10, 2015 and amended May 7, 2015

    File No. 333-203340 (the “Registration Statement”)

Dear Messrs. Schwall and Monsour:

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 Monday, May 11, 2015, 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 and Chairman

April 22 , 2015

Via E-mail
Riccardo Delle Coste
Chief Executive  Officer
Barfresh Food Group  Inc.
8530 Wilshire Blvd.
Suite 450
Beverly Hills, CA 90211

Re: Barfresh Food Group  Inc.
Registration  Statement  on Form  S-1
Filed  April 10, 2015
File No. 333-203340

Dear  Mr. Delle Coste :

This is to advise  you that we have  not reviewed  and will not review  your registration
statement .

We urge all persons  who are responsible  for the accuracy  and adequacy  of the disclosure
in the filing  to be certain  that the filing  includes  the information  the Securities  Act of 1933  and
all applicable  Securities  Act rules  require.   Since  the company  and its management  are in
possession  of all facts  relating  to a company’s  disclosure,  they are responsible  for the accuracy
and adequacy  of the disclosures  they have  made.

In the event  you request  acceleration  of the effective  date of the pending  registration
statement,  please  provide  a written  statement  from  the company  acknowledging  that:

 should  the 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.

Riccardo Delle Coste
Barfresh Food Group  Inc.
April 22 , 2015
Page 2

Please  refer  to Rules  460 and 461 regarding  requests  for acceleration.   We will consider  a
written  request  for acceleration  of the effective  date of the registration  statement  as confirmation
of the fact that those  requesting  acceleration  are aware  of their respective  responsibilities  under
the Securities  Act of 1933  and the Securities  Exchange  Act of 1934  as they relate  to the proposed
public  offering  of the registered  securities.

Please  contact  Paul Monsour , Staff Attorney,  at (202)  551-3360  with any questions.

Sincerely,

/s/ Laura Nicholson for

H. Roger  Schwall
Assistant  Director

cc:  Mr. Mark Y. Abdou

CORRESP
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    mov_corresp.htm

Moving Box, Inc.

July 5, 2011

Dana Brown

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. St., N.E.

Washington, D.C. 20549-7010

Re:  Moving Box, Inc.

Registration Statement on Form S-1

Request for Acceleration

File No. 333-168738

Dear Mr. Brown:

We hereby request acceleration of the effectiveness of the above registration statement to Thursday, July 7, 2011 at 5 p.m., or such later time or date as is practical.

We hereby acknowledge that:

·

Should the Commission of 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.

Thank you for your consideration.

Sincerely,

/s/ Andreas Wilcken, Jr., President

Andreas Wilcken, Jr., President

Moving Box, Inc.

/s/

CORRESP
1
filename1.htm

    mov_corresp.htm

Moving Box, Inc.

July 5, 2011

Dana Brown

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. St., N.E.

Washington, D.C. 20549-7010

Re:  Moving Box, Inc.

Registration Statement on Form S-1

Request for Acceleration

File No. 333-168738

Dear Mr. Brown:

We hereby request acceleration of the effectiveness of the above registration statement to Thursday, July 7, 2011 at 5 p.m., or such later time or date as is practical.

We hereby acknowledge that:

·

Should the Commission of 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.

Thank you for your consideration.

Sincerely,

/s/ Andreas Wilcken, Jr., President

Andreas Wilcken, Jr., President

Moving Box, Inc.

/s/

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3561

         May 13, 201 1

Andreas Wilcken, Jr.
President
Moving Box Inc.
222 E . Jones Ave.
Wake Forest, NC 27587

Re: Moving Box Inc.
 Amendment No. 5 to
Registration Statement on Form S-1
Filed May 2 , 2011
Amendment No. 6 to
Registration Statement on Form S -1
Filed May 3, 2011
File No. 333 -168738

Dear Mr. Wilcken :

We have received your response to our prior comment letter to you dated April
20, 2011  and have the following additional comments.

General

1. Please explain to us the meaning of the phrase repeated throughout, “We do
anticipate entering into any binding contracts, agreements or commitments with
any distributors for the Movie … until after this registration statement has been
declared effective  and we have secured a qualification. ”

2. Please update references in your disclosure to information as of December 31,
2010 on pages 8, 11 and 32  or advise .

Summary Information and Risk Factors, page 5

Business, page 5

3. We note your disclosure in the last bullet point on page five that you do not intend
to release A Box for Rob until after your registration statement has been declared
effective and you have secured a qualification on the  OTC Bulletin Board.  Please
revise your disclosure here and similar disclosure elsewhere in the filing to
discuss when you anticipate releasing  A Box for Rob given your disclosure

Andreas Wilcken, Jr.
Moving Box Inc.
May 13, 2011
Page 2

elsewhere in the prospectus that no market maker has filed an application w ith
FINRA and it may take two to eight weeks for FINRA to issue a trading symbol
or if you do not secure qualification on the OTC Bulletin Board.

4. We note your response to our prior comment f ive.  Please reconcile your
statement in the fourth full paragrap h on page six and similar disclosures
elsewhere in the prospectus regarding an estimated $10,000 in remaining costs for
going public and $25,000 in costs of staying public with your disclosure on pages
10 and 28 regarding “costs associated with SEC require ments associated with
going and staying public, estimated to be less than $25,000 annually” or advise.
Additionally, please advise as to how your estimated registration expenses  are
$25,000 as set forth on pages 6 and 36 when you estimate $10,000 in remai ning
unpaid costs of going public and it appears that you have spent, as of December
31, 2010, a total of $18,384 in attorney and auditing fees as disclosed in the sixth
full paragraph on page 27.

Description of Business, page 19

Organization, page 19

5. While we note your response to our prior comment seven, it appears that the
general and administrative expenses that are set forth in the third and sixth full
paragraphs on page 27 do not relate to the costs of going public but are instead
travel costs, int erest expenses, marketing costs and telephone expenses which you
could incur in addition to any additional registration costs.  Given that Mr.
Wilcken will only pay going and staying public expenses prior to effectiveness of
your registration statement and  qualification for listing of your securities on the
OTC Bulletin Board, please advise as to how you will pay any other expenses of
MBE or Moving Box prior to the effectiveness of the registration statement and
qualification for listing of your securities on the OTC Bulletin Board.

Competition, page 24

6. We note your response to our prior comment four and reissue in part.  Please
update the last paragraph on this section on page 25.

Financial Statements for Interim Period Ended December 31, 2010

Statements of Operations, page F -15

7. We note the amounts presented in your statement of operations for the
development stage period from January 1, 2010 through December 31, 2010 are
inconsistent with the amounts presented in the statement of operations for the
nine-month period from April 1,  2010 through December 31, 2010.  For example,

Andreas Wilcken, Jr.
Moving Box Inc.
May 13, 2011
Page 3

you disclose that production costs were $248,565 for the nine -month period ended
December 31, 2010, but only disclose production costs of $157,811 for the
development stage period.  Please revise the disclosur e in your statements of
operations, as appropriate.

Other

8. Please include updated financial statements that meet the guidelines outlined in
Rule 8 -08 of Regulation S -X in the next amendment to your registration
statement.

We urge all persons who are resp onsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Act of 1933 and all applicable Securities Act rules require. Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the
effective date of the pending registration st atement please provide a written statement
from the company acknowledging that:

should the 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.

 Please refer to Rules 460 and 461 regarding requests for acceleration. We will
consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities u nder the Securities Act of 1933 and the Securities Exchange
Act of 1934 as they relate to the proposed public offering of the securities specified in the
above registration statement. Please allow adequate time for us to review any amendment
prior to the r equested effective date of the registration statement.

Andreas Wilcken, Jr.
Moving Box Inc.
May 13, 2011
Page 4

You may contact Jeffrey Sears at (202) 551 -3302 or Lyn Shenk at (202) 551 -3505
if you have questions regarding comments on the financial statements and related
matters.  Please contact John Dana B rown at (202) 551 -3859 or the undersigned at (202)
551-3574 with any other questions.

        Sincerely,

Julie F. Rizzo
Attorney -Advisor

cc: Michael Williams, Esq.
 Fax: (813) 397 -3930

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3561

         April  20, 201 1

Andreas Wilcken, Jr.
President
Moving Box Inc.
222 E . Jones Ave.
Wake Forest, NC 27587

Re: Moving Box Inc.
 Amendment No. 4 to
Registration Statement on Form S-1
Filed April 8 , 2011
File No. 333-168738

Dear Mr. Wilcken :

We have received your response to our prior comment letter to you dated March
4, 2011  and have the following additional comments.

General

1. We note that disclosure regarding the March 21, 2011 Agreement, such as
beginning on page six , is repeated nearly verbatim several times in the prospectus.
To aid readability please consider revising  to includ e the detailed description once
in the Business  discussion beginning on page 23 and to use summaries,
disclosures of relevant portions, and cross references to the Business discussion
elsewhere  in the filing as appropriate .

2. In this regard, please substantially revise the Business portion of the Summa ry
Information and Risk Factors section so that it provides a brief overview of the
key aspects of your business and does not merely repeat the text of the prospectus.
In revising your summary, consider and identify those aspects of your business
that are  the most significant and determine how to best highlight those points in
clear, plain language.  Refer to Item 503(a) of Regulation S -K and Instruction to
paragraph 503(a).

3. Additionally , it may be helpful to include a discussion in the Summary
Informatio n and Risk Factors  section summarizing for investors the payments that
must be made before 30% of revenues will be allocated to MBE  and clarifying, if
true, that this 30% of revenues to be allocated to MBE after those payments will
be the only revenues to be received by MBE from A Box for Rob .  In this regard,

Andreas Wilcken, Jr.
Moving Box Inc.
April 20, 2011
Page 2

please add disclosure to make clear , if true,  that all additional funding Mr.
Wilcken advances  to you for going and staying public and other operation costs
and expenses, including costs associated with the distribution of A Box for Rob,
will be paid back to Mr. Wilcken before any of the 30% of revenues will be
allocated to MBE.

Summary Information and Risk Factors , page 5

Busin ess, page 5

4. Please update the second to  last paragraph of this section and  similar disclosures
on page s 27, 28, and 33 .  Additionally please update the last paragraph of the
Competition section on page 28 and the  Milestones section on page 33.

5. Please clearly disclose the estimated costs related to becoming a public company
and for remaining a public company.  In doing so please reconcile the statement
on page five regarding “the maximum estimated $15,000 of costs  of going and
staying public as described herein” with the reference to  “costs associated with
SEC requirements associated with going and staying public, estimated to be less
than $25,000 annually”  on page s 12 and 32  and the estimated $25,000 cost of the
offering alone as shown on page s 9 and 40.

Risk Factors, page 10

We will incur additional costs in being a public company, page 12

6. Please update this risk factor and similar disclosure in the fifth full paragraph on
page 32 for the March 21, 2011 A greem ent as appropriate.

Description of Business, page 22

Organization, page 22

7. We note your disclosure in the bullet point on page 23.  Given that Mr. Wilcken
will only pay going and staying public expenses prior to the effectiveness of your
registration st atement and qualification for listing of your securities on the OTC
Bulletin Board, please advise as to how you will pay any other expenses of MBE
or Moving Box prior to the effectiveness of the registration statement and
qualification for listing of your securities on the OTC Bulletin Board.  In this
regard, we note your disclosure in the fourth and seventh full paragraphs on page
30 regarding your general and administrative expenses.

Andreas Wilcken, Jr.
Moving Box Inc.
April 20, 2011
Page 3

Certain Relationships and Related Transactions, page 34

8. Please revise this section to discuss the basis on which Uptone Pictures, Inc. and
the Investors are related person s.  Refer to Item 404(a)(1) of Regulation S -K.

Executive Compensation, page 37

9. Please revise to update for the most recently completed fiscal year end.

Exhibit 5.1

10. Please be advised that you should file a legality opinion reasonably close to the
date of effectiveness.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain tha t the filing includes the information the Securities
Act of 1933 and all applicable Securities Act rules require. Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the
effective date of the pending registration statement please provide a written statement
from the company acknowledging that:

should the 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 effecti veness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

 Please refer to Rules 460 and 461 regarding requests for acceleration. We will
consider a written request for accelera tion of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange
Act of 1934 as they relate t o the proposed public offering of the securities specified in the
above registration statement. Please allow adequate time for us to review any amendment
prior to the requested effective date of the registration statement.

Andreas Wilcken, Jr.
Moving Box Inc.
April 20, 2011
Page 4

You may contact Jeffrey Sears a t (202) 551 -3302 or Lyn Shenk at (202) 551 -3505
if you have questions regarding comments on the financial statements and related
matters.  Please contact John Dana Brown at (202) 551 -3859 or the undersigned at (202)
551-3574 with any other questions.

        Sincerely,

Julie F. Rizzo
Attorney -Advisor

cc: Michael Williams, Esq.
 Fax: (561) 416 -2855

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3561

         March  4, 201 1

Andreas Wilcken, Jr.
President
Moving Box Inc.
222 E . Jones Ave.
Wake Forest, NC 27587

Re: Moving Box Inc.
 Amendment No. 3 to
Registration Statement on Form S-1
Filed February 17, 2011
File No. 333-168738

Dear Mr. Wilcken :

We have received your response to our prior comment letter to you dated January
10, 2011  and have the following additional comments.

General

1. We note your response to our prior comment one.  Please revise the Plan of
Distribution section beginning on page 18 to state that the selling shareholders
may be deemed underwriters.

2. Please refer to our prior comment three.  We note that you h ave revised your
disclosure to identify Uptone Pictures, Inc. as a related party.  However, you have
not disclosed the nature of the relationship between your company and Uptone
Pictures, Inc., as suggested in our prior comment.  In this regard, we note th at
Footnote 6 to your financial statements for both the period ended March 31, 2010
and the period ended December 31, 2010 should be revised to describe the
relationship between your company and Uptone Pictures, Inc.  Refer to FASB
ASC 850 -10-50-1 for furt her guidance.  In addition, we believe that it would be
appropriate for you to disclose the nature of this relationship in all other sections
of your filing that discuss the retention of Uptone Pictures, Inc.’s services under
the Production Agreement.   For example please revise the Certain Relationships
and Related Transactions section on page 34 to discuss the basis on which Uptone
Pictures, Inc. is a related person.  Please revise your other disclosure, as
appropriate.

Andreas Wilcken, Jr.
Moving Box Inc.
Page 2
March 4, 2011

Registration Statement Cover Page

3. We note your response to our prior comment four and your revised language in
footnote 1 to the Calculation of Registration Fee Table.  As the original price of
$.02 per share does not appear to result in a bona fide estimate of the maximum
offering price  as the $0.02 per share price was the original price paid by selling
shareholders and this prohibited them from making any profit on sales unless and
until there was  an active trading market, please revise the Amount of the
Registration Fee column and pay the fee of $7.13 based on the $.05 per share
price or advise.

Summary Information and Risk Factors, page 5

Business, page 5

4. We note your response to our prior comment five.  Please revise to update the
statement on page five that “we will run out of money in March 2010.”   Please
also revise this paragraph to include disclosure that you anticipate needing a
minimum of $30,000, in addition to the $25,000 you estimate to become and stay
a public company, to finance your business for the next twelve month s.  Please
revise the Description of Business section as appropriate.

Flow of Funds/Payments  from Revenue, page 7

5. We note your responses to our prior comments seven and eight.  Please revise
your discussion in this section to remove the footnotes contain ing the specific
amendments to the Royalty Rights Agreement, Production Agreement and
Wilcken Note and instead provide a discussion of how the flow of funds currently
operates among the three agreements as amended.   Please revise the Description
of Busines s and Management’s Discussion and Analysis of Financial Condition
and Results of Operations sections as appropriate.

6. Additionally, please revise your disclosure to discuss how you will determine
when amounts can be paid to the Investors pursuant to Sectio n 2.2 of the Royalty
Rights Agreement and amounts can be paid under the Wilcken Note given the
language in the Royalty Rights Agreement which states that those amounts shall
not be paid until MBE distributes to Moving Box, Inc. “an amount equal to all
funds necessary to fund operating expenses of Moving Box, Inc. on an on -going
basis” and in the Wilcken Note which states that no payment shall be made under
the note unless Moving Box, Inc. “has sufficient funds to pay its operating
expenses” and payments on the note will be made only “to the extent and in
amounts above the amounts Moving Box, Inc. must retain to pay its operating
expenses on an on -going basis.”   Please also clarify what constitutes “operating
expenses” and whether such operating expenses will  include salaries.  Please

Andreas Wilcken, Jr.
Moving Box Inc.
Page 3
March 4, 2011

revise the Description of Business and Management’s Discussion and Analysis of
Financial Condition and Results of Operations sections as appropriate.

7. We note that you amended your Production Agreement on January 13, 2011.  In
connection with that amendment, you increased the percentage of “Net Revenue”
that Uptone Pictures, Inc. is entitled to from 50% to 91.67%.  However, you have
not revised your disclosure regarding the “flow of funds/payments from revenue”
to reflect this inc rease.  Please revise your disclosure throughout you document,
as appropriate.

8. We note your disclosure in the second to last paragraph of this section that A Box
for Rob will be ready for distribution in early 2011.  Please update your disclosure
as appropriate.   Please revise the Description of Business section as appropriate.

Financial Statements for the Period Ended March 31, 2010
Balance Sheet, page F -3

9. Please refer to our prior comment 16.  We note that your balance sheets and
statements of cash flows for the periods ended March 31, 2010 and December 31,
2010 continue to refer to the $37,600 and $154,250 received from “Investors” as
of March 31, 2010 and  December 31, 2010, respectively, as “related party
advances.”  However, we note that you previously determined that there is not a
related party relationship between your company and the Investors.  As such,
please revise your disclosure.

Financial Stat ements for the Interim Reporting Period Ended December 31, 2010
Notes to the Financial Statements
Note 6 – Related Party Transactions, page F -19

10. We note that you amended your Production Agreement on January 13, 2011.  In
this regard, please expand the dis closure in your footnote to (i) state the impact of
the amendment on both the percentage of “Net Revenue” that Uptone Pictures,
Inc. is entitled to and on the flow of funds.  Please also cross -reference to the
additional discussion of the changes to your a greement at Footnote 7
(“Subsequent Events”).  Similarly, revise your disclosure in Footnote 5 to (i)
discuss the impact of the amendment to your Royalty Rights Agreement on the
flow of funds under that agreement and (ii) cross -reference to further details
regarding that amendment at Footnote 7. Lastly, please revise the “Subsequent
Events” footnote to the financial statements for the period ended March 31, 2010,
as appropriate.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Act of 1933 and all applicable Securities Act rules require. Since the company and its

Andreas Wilcken, Jr.
Moving Box Inc.
Page 4
March 4, 2011

management are in possession of all facts relating to a company’s disclosur e, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the
effective date of the pending registration statement please provide a written statement
from the company acknowledging that:

should the 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 Com mission 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.

 Please refer to Rules 460 and 461 regarding reque sts for acceleration. We will
consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities  Act of 1933 and the Securities Exchange
Act of 1934 as they relate to the proposed public offering of the securities specified in the
above registration statement. Please allow adequate time for us to review any amendment
prior to the requested effective date of the registration statement.

You may contact Jeffrey Sears at (202) 551 -3302 or Lyn Shenk at (202) 551 -3505
if you have questions regarding comments on the financial statements and related
matters.  Please contact John Dana Brown at (202) 551 -3859  or the undersigned at (202)
551-3574 with any other questions.

        Sincerely,

Julie F. Rizzo
Attorney -Advisor

cc: Michael Williams, Esq.
 Fax: (561) 416 -2855

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3561

         January  10, 201 1

Andreas Wilcken, Jr.
President
Moving Box Inc.
222 E . Jones Ave.
Wake Forest, NC 27587

Re: Moving Box Inc.
 Amendment No. 2 to
Registration Statement on Form S-1
Filed December 23 , 2010
File No. 333-168738

Dear Mr. Wilcken :

We have received your response to our prior comment letter to you dated October
26, 2010 and have the following additional comments.

General

1. We note your response to our prior comment one.  Please advise whether the
selling shareholders intended to hold their shares for at least six months at the
time of the filing of the initial registration statement and whether any selling
sharehold er had any agreements or understandings to res ell the shares at the time
of the filing of the initial registration statement.   Additionally please explain to us
the circumstances under which the s elling shareholders  “were effectively granted
immediate regi stration rights,” as noted in the last paragraph on page four of your
response.   To the extent there were any agreements to grant immediate
registration rights to the selling shareholders, please file such agreements as an
exhibit to your registration stat ement.

2. We note that several of the disclosures  in the filing, such as the first risk factor on
page 10, the Security Ownership of Certain Beneficial Owners and Management
table on page 20 and the fourth full paragraph on page 33, provide information as
of June 30, 2010.  Please revise each of these disclosures  to provide the
information as of a more recent date.

3. Please revise your filing throughout to remove statements that Uptone Pictures,
Inc. is an unrelated third party.  Please also revise to disclose  throughout that the
principals of Moving Box and Uptone Pictures are business partners in another

Andreas Wilcken, Jr.
Moving Box Inc.
Page 2
January 1 0, 201 1

entity, Seven Worldwide, that Moving Box and Uptone have the same principal
executive office location, and that the principal of Uptone is also the initial
manager of Moving Box Entertainment, LLC.

Registration Statement Cover Page

4. We note your response to our prior comment two.  As it appears that you have
increased  the maximum aggregate offering price and paid an additional filing fee,
it does not appear that you are calculating the registration fee in accordance with
Rule 457(a).  Please revise the registration statement to recalculate the registration
fee in accordance with the appropriate rule or please advise.

Summary In formation and Risk Factors, page 5

Business, page 5

5. We note your response to our prior comment three.  Please revise this section to
move the last paragraph of this section on page 8 so that it immediately follows
the first paragraph  of this section on page 5.  Please also revise this paragraph to
clarify that, despite Mr. Wilcken orally agreeing to provide all necessary funding
upon the same terms as the Wilcken Note, Mr. Wilcken is not legally obligated to
do so and you have no bind ing contracts, agreements or commitments with  Mr.
Wilcken to provide such funding.   Finally, please revise this paragraph to clarify
that you will not have money to continue to fund your operations  through
generating revenues until you have paid the Invest ors $154, 250 and paid the
Wilcken Note in full.   Please revise the Management’s Discussion and Analysis
of Financial Conditions and Results of Operations section as appropriate.

6. We note your response to our prior comment five.  Please define the terms
“Content” and “Project” that are used in the definitions of Costs and Revenue.
Please revise the Description of Business and Management’s Discussion and
Analysis of Financial Condition and Results of Operations section s as
appropriate.

Flow of Funds/Payments from Revenue, page 7

7. It appears that the second and third bullet s on page 7 conflict with the definition
of Costs under the Royalty Rights Agreement and Section 2.3 of the Royalty
Rights Agreement .  The second and third bullet s on page 7 infer that the Wilcken
Note will be paid in full before the Investors receive 40% of the Net Revenues
under the Royalty Rights Agreement while the definition of Costs excludes any
payment or obligation of Moving Box to other persons or entities loaning money
to Moving Box  and Section 2.3 of the Royalty Rights Agreements contemplates
payment of 40% of the Net Revenues on a monthly basis following full payment

Andreas Wilcken, Jr.
Moving Box Inc.
Page 3
January 1 0, 201 1

of $154,250 .  Please revise your disclosure to clarify this discrepancy or please
advise.   Please revi se the Description of Business and Management’s Discussion
and Analysis of Financial Condition and Results of Operations section s as
appropriate.

8. Additionally, as the Wilcken Note is signed by Moving Box, Inc. as opposed to
Moving Box Entertainment, LLC, it appears that the Wilcken Note may not be
paid until the Net Revenues are split under the Production Agreement between
Uptone Pictures , Inc.  and Moving Box Entertainment, LLC.  In this regard, we
note your disclosure in the fifth bullet on page 7.  Pleas e revise your disclosure to
clarify this discrepancy or please advise.  Please revise the Description of
Business and Management’s Discussion and Analysis of Financial Condition and
Results of Operations sections as appropriate.

The Offering, page 8

9. Please disclose the aggregate market price of your common stock based on the
proposed offering price of $0.05 per share and disclose the balance of total
stockholders’ equity at your most recent balance sheet date.

Financial Summary, page 8

10. We note that cert ain of the summarized financial information that you have
presented for the six -month period ended September 30, 2010 does not agree with
the information presented in your financial statements for the respective period.
In this regard, please reconcile yo ur summary financial information and financial
statements as appropriate.  Please also reconcile your disclosure in other areas of
your filing as appropriate.  For example, we observed similar inconsistencies in
your disclosure of (i) the deficit accumulat ed through the development stage, as
noted on page 29 and in Footnote 2 to your financial statements for the interim
period ended September 30, 2010 and (ii) your net operating loss carry -forward,
as noted in Footnote 4 to your financial statements for the  interim period ended
September 30, 2010.

Risk Factors, page 10

We will incur additional costs in being a public company, page 12

11. We note your response to our prior comment 13.  Please revise this risk factor to
clarify that Mr. Wilcken is not legally  obligated to provide any funding and you
have no binding contracts, agreements or commitments with Mr. Wilcken to
provide such funding.

Andreas Wilcken, Jr.
Moving Box Inc.
Page 4
January 1 0, 201 1

Because the manual exemption is a non issuer exemption, page 14

12. We note your response to our prior comment 14.  Please revise this risk factor to
remove references to the manual exemption or please advise.

Selling Shareholders, page 15

13. Please revise the second paragraph of this section to clarify the selling  price of
your shares was $.02 as opposed to $.05.

Descr iption of Business, page 22

Distribution, page 25

14. Please remove reference to Netflix and Blockbuster unless you have agreements
currently in effect.

Financial Statements for the Interim Reporting Period Ended September 30, 2010
Balance Sheet, page F -11

15. Please revise your disclosure of issued and outstanding shares on your balance
sheet to reflect the 2,000,000 shares of common stock that were issued during the
interim reporting period ended September 30, 2010.

16. Based upon the revised “Related Party Transactions” footnote to your interim
period financial statements (i.e., Footnote 5) and your response to our prior
comment 23, it does not appear that the advances of $154,250 reported on your
September 30, 2010 balance sheet and the advances of $37,600 reported on your
March 31, 2010 balance sheet were made by related parties.  As such, please
revise your disclosure on each respective balance sheet and in Foonote 5 to your
financial statements for the period ended March 31, 2010.

Statements of Operation s, page F -12

17. You disclose that the weighted average number of shares of common stock
outstanding was 5,152,174 for the six -month period ended September 30, 2010
and 4,775,229 for the three -month period ended September 30, 2010.  However,
given that the 2, 000,000 shares of common stock issued in June and August were
outstanding for a greater portion of the three -month period ended September 30,
2010 than the six -month period ended September 30, 2010, it is not clear why the
weighted average number of shares  outstanding for the six -month period would
be higher than that for the three -month period.  In this regard, please revise your
disclosure or advise.

Andreas Wilcken, Jr.
Moving Box Inc.
Page 5
January 1 0, 201 1

Statements of Cash Flow, page F -13

18. We note that you have classified the cash flows attributable to advan ces received
during the six -month period ended September 30, 2010 as cash flows from
operating activities.  In this regard, we note that your classification of such
advances appears to be both inconsistent with the classification of advances
received durin g the reporting period ended March 31, 2010 and inappropriate
based the investors’ rights to repayment of such amounts.  Furthermore, we note
that $10,000 of the $110,200 in funds loaned to you by Mr. Andreas Wilcken, Jr.
appears to have been inappropriate ly classified within the operating activities
section of your statement of cash flows.  Please reclassify each of the
aforementioned amounts to the financing activities section of your statement of
cash flows.

Back Cover Page of Prospectus

19. Please advise  as to why the back cover page of the prospectus has been deleted.
Alternatively, please revise your filing to include a back cover page to the
prospectus.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the fil ing to be certain that the filing includes the information the Securities
Act of 1933 and all applicable Securities Act rules require. Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsi ble for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the
effective date of the pending registration statement please provide a written statement
from the company acknowledging that:

should the 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.

 Please refer to Rules 460 and 461 regarding requests for acceleration. We will
consider a w ritten request for acceleration of the effective date of the registration

Andreas Wilcken, Jr.
Moving Box Inc.
Page 6
January 1 0, 201 1

statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange
Act of 1934 as they relate to the proposed public offering of the securities specified in the
above registration statement. Please allow adequate time for us to review any amendment
prior to the requested effective date of the registration statement.

You may contact Jeffrey Sears at (202) 551 -3302 or Lyn Shenk at (202) 551 -3505
if you have questions regarding comments on the financial statements and related
matters.  Please contact John Dana Brown at (202) 551 -3859 or the undersigned at (202)
551-3574 with  any other questions.

        Sincerely,

Julie F. Rizzo
Attorney -Advisor

cc: Michael Williams, Esq.
 Fax: (561) 416 -2855

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3561

         October 26, 2010

Andreas Wilcken, Jr.
President
Moving Box Inc.
222 E . Jones Ave.
Wake Forest, NC 27587

Re: Moving Box Inc.
 Amendment  No. 1 to
Registration Statement on Form S-1
Filed October 12 , 2010
File No. 333-168738

Dear Mr. Wilcken :

We have received your response to our prior comment letter to you dated
September 7, 2010 and have the following additional comments.   Please note t hat the
page numbers referenced below correspond to the marked copy provided by counsel.

General

1. We note your response to our prior comment s 1 and 2 .  Please provide us with
your analysis as to what other facts and circumstances as well as how  granting
immediate registration rights to the selling shareholders do not support the
proposition that the selling shareholders acquire d these shares with a view to
distribution.  As part of your analysis, p lease include a  discussion regarding  how
long the selling s hareholders have held the shares, the circumstances under with
they received the shares and the amount of the shares being sold as well as
whether any of the selling shareholders have any agreements or understandings to
resell these shares.  To the extent there were any agreements to grant immediate
registration rights to the selling shareholders, please file such agreement s as an
exhibit to your registration statement.

Registration Statement Cover Page

2. We note your response to our prior comment six.  Please tell us whether you are
calculating the registration fee based on the number of securities offered or the
maximum aggregate offering price .

Andreas Wilcken, Jr.
Moving Box Inc.
October 26, 2010
Page 2

Summary Information and Risk Factors, page 1

Business, page  1

3. We note your response to our prior comment eig ht.  Please revise your disclosure
to include the month you will run out of funds without the addition of capital.
Additionally, please revise to disclose how much in funds you anticipate you will
need in order to finance your business over the next 12 mo nths and your plans for
obtaining these funds.

4. We note your response to our prior comment 10.  Please revise to disclose the use
of the remaining amount of the Wilcken Note that was not used to make the
movie.  We note that the Wilcken Note was in the amo unt of $110,200, but that
you appear to have used only $100,200 for the production of the movie.

5. We note your response to our prior comment 11 .  Please revise to clarify the
second bullet on page two.  The second to last sentence states that “Costs”
exclu de payments to the Investors, persons or entities providing funds or loaning
money, yet the last sentence suggests that “Costs” includes such payments.
Additionally, the definition of “Costs” in the Production A greement filed as
Exhibit 10.2 to the regist ration statement includes all production costs, wages and
salaries while the definition in the prospectus does not include such items.  Please
also revise the Description of Business section as appropriate.

6. Please define the terms “Investors ,” “Moving Box,” and “MBE ” which are used
throughout the section and the term “Moving Box LLC” used on pages three and
20.

7. Please revise to clarify the first sentence in the last bullet on page two.

8. We note your response to our prior comment 12 and Mr. Wilcken’s a ffidavit that
Uptone Pictures and its officers and directors are not affiliates within the meaning
of Rule 144.  In your affidavit, you state that you and members of management of
Uptone Pictures have acted together on other business ventures, not limited to
Seven Worldwide.  Given this fact and the observations noted in our prior
comment, please explain to us and in your filing all relationships between and
among Uptone Pictures, Moving Box, Mr. Wilcken, and Mr. Davis.

9. We note your response to our prior c omment 13  and reissue our comment .  Please
state in this section that you have no binding contracts, agreements or
commitments regarding the distribution of the Movie .  Please also advise when
you anticipate that the movie will be ready for distribution.

Andreas Wilcken, Jr.
Moving Box Inc.
October 26, 2010
Page 3

The Offering, page 3

10. We note your response to our prior comment 16.  Please revise the disclosure in
the second sentence of the second paragraph of this section so that it conforms to
the disclosure in the first paragraph on page ii.

Financial Summary, page 4

11. We note that the summary balance sheet data included on page 4 of your filing
does not agree with your balance sheets as of March 31, 2010 and June 30, 2010.
Please revise your disclosure as appropriate.

Risk Factors, page 5

Our executive office rs receive no compensation, page 7

12. We note your response to our prior comment 20.  Please revise this risk factor to
define the term “significant profitable operations. ”  Please similarly revise the
disclosure in the last paragraph on page 31.

Our primar y manag ement has no experience, page 8

13. We note your response to our prior comment 22 and reissue our comment.  Please
quantify the anticipated costs of being a public company, such as your legal,
accounting and other expenses, so that investors can better  understand this risk.
In this regard, we note that the disclosure may have been inadvertently added to
the last full risk factor on page 6 and that this disclosure is inconsistent with the
disclosure in the last full paragraph on page 26 which anticipate s these costs to be
less than $25,000 annually.

Because the manual exemption is a non issuer exemption , page 9

14. We note your response to our prior comment 23.  Please tell us why the manual
exemption impacts the registration of securities under federal se curities laws,
which appears to be the focus of your discussion.  Additionally, please revise to
disclose any effect the manual exemption  may have  on your ability to raise equity
through future issuances  in light of relevant state law requirements .

Becaus e we do not have an audit or compensation committee, page 9

15. While we note your disclosure in this risk factor that one of your board members
is an independent director, it appears that all of the  directors listed in the table of
Directors, Executive Offic ers, Promoters, and Control Persons on page 14 are also
officers of the company.  Please advise.

Andreas Wilcken, Jr.
Moving Box Inc.
October 26, 2010
Page 4

Description of Business, page 18

Business, page 18

16. Please revise to clarify the amount of cash raised in the last bullet on page 18.

17. We note your response to our prior comment 26  and reissue in part .  Please revise
to define the term “Net Profit.”   Additionally, please revise your disclosure to
discuss the impact these agreements will have on your future profitability.

Distribution, page 21

18. We note your re sponse to our prior comment 28.  Please revise throughout the
discussion to clarify what may be sold , what may be licensed , and what may be
leased .

Competition, page 23

19. While we note your disclosure in the first bullet that you have all of your funding
in place, this appears to conflict with the disclosure in the last paragraph of the
Milestones section on page 27 which states you need to secure additional funds
for the last two steps listed in that  table.  Please revise your disclosure for
consistency or  please advise.

Management’s Discussion and Analysis an d Results of Operations, page 24

Liquidity and Capital Resources, page 26

20. Please provide further disclosure regarding management’s oral agreement to
provide funds “ upon the same terms as the Wilcken  Note described above if [you]
do not generate sufficient funds from operations or other sources .”  Disclose
which members of management have made this pledge , whether there is a dollar
limit to each amount pledged , and whether each currently has such fund s
available .

21. In the first paragraph of your disclosure regarding liquidity and capital resources,
you state that the Wilcken Note “is payable prior to any payments to Uptone
under the Production Agreement.”  However, this disclosure does not appear
consis tent with your disclosure regarding the “Flow of Fund/Payments from Net
Revenue” on pages 2 and 19 of your filing.  In this regard, your disclosure
regarding the “flow of funds” suggests that Uptone begins to share in the
distribution of funds immediately after the repayment of $154,250 to your
“Investors,” pursuant to Section 2.2 of your Royalty Rights Agreement.  Please

Andreas Wilcken, Jr.
Moving Box Inc.
October 26, 2010
Page 5

reconcile your disclosure, as appropriate .  Additionally, page 26 states that the
Wilcken Note is payable “only after all amounts due to investors under the
Royalty Agreement have been paid. ”  However, this disclosure does not appear
consistent with your disclosure regarding the “Flow of Fund/Payments from Net
Revenue” on pages 2 and 19 of your filing, which suggests ongoing payments
under the Royalty Agreement.

Milestones, page 27

22. We note your disclosure in the table that the movie will be completed in October
2010.  Please advise as to whether you have completed the movie or please revise
the table accordingly.

Certain Relationships an d Related Transactions, page 28

23. We note that the Royalty Rights Agreement is listed in Note 5 to your March 31,
2010 financial statements and your June 30, 2010 financial statements but is not
included in this section.  Please advise  or please revise your  disclosure
accordingly to include the Royalty Rights Agreement in this section .

Market  For Common Equity and Related Stockholder Matters, page 28

OTC Bulletin Board Qualifications for Quotation, page 29

24. We note your response to our prior comment 25.  P lease similarly revise your
disclosure in this section or please advise.

Reports to Shareholders, page 30

25. We note your response to our prior comment 34 .  Plea se remove the phrase “or
other information requirements of the 1934 Act” as this implies that, a s a 15(d)
company, you would not be required to supply any 1934 Act reports.

Audited Financial Statements for Period Ended March 31, 2010

Notes to the Financial Statements

Note 6 – Subsequent Events, page F -10

26. We have reviewed your response to our prio r comment 37.  However, we note
that your disclosure regarding the outstanding loan payable balance was not
revised in the “Subsequent Events” footnote (i.e., Note 6) to your audited
financial statements.  Please revise your disclosure, as appropriate.

Andreas Wilcken, Jr.
Moving Box Inc.
October 26, 2010
Page 6

Unaudited Financial Statements for Interim Period Ended June 30, 2010

Statements of Cash Flow, page F -14

27. Please refer to the $101,599 that was added back to your reported net loss for
purposes of determining the “net cash used in operating activities.”  We  note that
$100,200 of this reconciling item relates to cash received in connection with an
interest bearing loan entered into with Mr. Andreas Wilcken, Jr.  As such, it
appears that the $100,200 should have been classified within “Cash flows from
financin g activities” in your statements of cash flow.  Please revise your
statements of cash flow accordingly, or advise.

Part II

Recent Sales of Unregistered Securities, page 36

28. We note your response to our prior comment 41.  Please revise this section to
include the date of sale of the common stock to your President and the title of
securities sold to 31 non -U.S. investors.

Undertakings, page 38

29. Please revise the undertakings to provide the undertaking set forth in Item
512(a)(6) of Regulation S -K or please  advise .

Exhibit 2.2

30. We note your response to our prior comment 43.  It appears that Exhibit 2.2 does
not contain the schedules listed on page 3 of the agreement.  Please file the
complete agreement as an exhibit to your next amendment.

Exhibit 5.1

31. Please revise the first paragraph of the opinion to include any amendments to the
registration statement that are filed.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing inclu des the information the Securities
Act of 1933 and all applicable Securities Act rules require. Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of th e disclosures they have made.

Andreas Wilcken, Jr.
Moving Box Inc.
October 26, 2010
Page 7

Notwithstanding our comments, in the event you request acceleration of the
effective date of the pending registration statement please provide a written statement
from the company acknowledging that:

should the 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 pursuan t 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 ef fectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

 Please refer to Rules 460 and 461 regarding requests for acceleration. We will
consider a written request for acc eleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange
Act of 1934 as they rel ate to the proposed public offering of the securities specified in the
above registration statement. Please allow adequate time for us to review any amendment
prior to the requested effective date of the registration statement.

You may contact Jeffrey Se ars at (202) 551 -3302 or Lyn Shenk  at (202) 551 -3505
if you have questions regarding comments on the financial statements and related
matters.  Please contact John Dana Brown at (202) 551 -3859 or the undersigned at (202)
551-3574 with any other questions.

        Sincerely,

Julie F. Rizzo
Attorney -Advisor

cc: Michael Williams, Esq.
 Fax: (561) 416 -2855

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3561

         September  7, 2010

Andreas Wilcken, Jr.
President
Moving Box Inc.
222 E . Jones Ave.
Wake Forest , NC 27587

Re: Moving Box Inc.
 Registra tion Statement on Form S-1
Filed August 11, 2010
File No. 333-168738

Dear Mr. Wilcken :

We have reviewed your registration statement and have the following comments.
In some of our comments, we may ask you to provide us with information so we may
better u nderstand 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 appropriat e, 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.

General

1. We note  that the selling shareholders acquired  these shares very recently, and for
the same price being offered.  If the selling shareholder s acquired the securities
with a view toward distribution please revise to name the selling shareholders as
underwriters .  Alternatively, please provide us your a nalysis as to how these
shares were not acquired with a view to distribution.

2. Please advise us why you believe these selling shareholders are not affiliates
seeking to sell their shares in an offering by or on behalf of the issuer for purposes
of Rule 41 5(a)(4) of Regulation C under the Securities Act.  We may have further
comment.

Andreas Wilcken, Jr.
Moving Box Inc.
September 7, 2010
Page 2

3. Please revise the disclosure at each relevant place in the filing to provide the basis
for setting the share price in this offering at $0.0 2.  Your explanation should
address the fact, as appropriate, that the $0.0 2 per share price was the original
price paid by selling shareholders and discuss the fact that this prohibits them
from making any profit on sales unless and until there is an active trading market.
Alternately, inc rease the fixed price and pay the additional filing fee.

4. Your principal executive office address is listed as 222 E. Jones Avenue, Wake
Forest, North Carolina 27587.  In the Contract Agreement filed as Exhibit 10.2 to
your Form S -1, Uptone Pictures, Inc.’ s office is listed as 704 Richland Bluff
Court, Wake Forest, North Carolina 27587.  However, Uptone Pictures list their
address as 222 E. Jones Avenue on their website.  Please explain to us why you
listed Uptone Pictures’ E. Jones Avenue address as your p rincipal executive office
address on the cover of the filing and why Uptone Pictures listed their office as
being on Richland Bluff Court for purposes of the Contract Agreement for
Production Services.

Registration Statement Cover Page

5. Please  provide the  telephone number for your agent for service.

6. The registration fee cannot be calculated in accordance with Rule 457(c) as there
is no market for the common stock.  Please revise the registration statement to
recalculate the registration fee in accordance with the appropriate rule.

Outside  Cover Page of the Prospectus

7. Please highlight the cross -reference to the Risk Factors section by prominent type
or another manner.   Refer to Item 501(b)(5) of Regulation S -K.

Summary Information  and Risk Factors , page 4

Business , page 4

8. The independent auditor’s report expresses substantial doubt about the company’s
ability to continue as a going concern.  Please disclose this information in this
section.  Additionally p lease disclose your monthly “burn rate” and the month you
will run out of funds  without the addition of capital .

9. On page 4 you state that you acquired “A Box for Rob” from an unrelated third
party.  Please tell us the name and principals of that party and any current or
previous personal or business relationships that Mr. Wilcken or Moving Box, Inc.
had with that party or its principals.

Andreas Wilcken, Jr.
Moving Box Inc.
September 7, 2010
Page 3

10. Refer to the second bullet on page 4.  Please revi se this bullet to clarify  that the
amount of the loan as of July 13, 2010 is $110,200.

11. Refer to t he third and four th bullet s on page 4 and the first bullet on page 5.
Please clarify whether the amount due under the Note will be paid back before or
after any payments made pursuant to the Production Agreement.   In this regard, it
appears that the last sentence of the f irst bullet on page 5 appears to conflict with
the fourth bullet on page 4.   Please note that there is similar conflicting disclosure
in the last paragraph on page 22 and the second and fourth paragraphs on page 23.

12. On page 4 you state that Uptone Picture s, Inc. (“Uptone Pictures”) is an unrelated
third party.  However, as noted in the comment above, it appears that you share
the same office as Uptone Pictures.  In addition, Upton Pictures’ website lists
Andreas Wilcken, the principal of Moving Box, Inc., and Michael Davis, the
principal of Uptone Pictures, as the two members of the company’s team.
Furthermore, it appears that Andreas Wilcken and Michael Davis are partners in a
firm named Seven Worldwide.  Given the observations noted above, please
explain  to us and in your filing all relationships between and among Uptone
Pictures, Moving Box, Inc., Mr. Wilcken, and Mr. Davis.

13. Please state that you have no binding contracts, agreements or commitments
regarding the distribution of the Movie.   Please also a dvise when you anticipate
that the movie will be ready for distribution.

The Offering, page 5

14. We note your disclosure that the current absence of a public market will make it
more difficult for a shareholder to sell shares of your comment stock.  We also
note your disclosure on pages 11 and 15 that your “shares should be considered
totally illiquid.”  Please revise your disclosure in this section so that it is
consistent with the disclosure on pages 11 and 15.

15. Please revise to clarify that no market make r has filed an application with FINRA
on your behalf.

16. Please reconcile your statement on page five that “ selling shareholders will not
offer their shar es per share until our shares  are quoted on the OTC Bulletin…”
with your statement on page two that “ selling shareholders will offer their shares
at $0.02 per share until our shares are quoted on the OTC Bulletin Board ….”

Andreas Wilcken, Jr.
Moving Box Inc.
September 7, 2010
Page 4

Financial Summary, page 5

17. Please revise your disclosure to clearly indicate that you reported losses for the
reporting periods end ed March 31, 2010 and June 30, 2010, by presenting the
disclosed amounts in parentheses.

Risk Factors, page 7

18. Please provide a risk factor discussing that you have no distribution deals and
may never enter into one.  We note your statement on page 23 that management
believes  “success is having a  distribution deal prior to production of the film.”

19. Please create a risk factor to discuss, to the extent material, the recent economic
conditions and what impact these current market conditions may have on yo ur
ability to start a business in the entertainment industry such as your future ability
to acquire any additional films.

20. Please create a risk factor that your  executive officer s are currently not receiving
any compensation a nd disclose what compensation they ultimately expect to
receive.  That will help investors evaluate the financial statements.

The person primarily responsible for managing our business, page 9

21. Please revise this risk factor to include disclosure regarding Mr. Seelbinder or
advise.  P lease also discuss in this risk factor whether there are any employment
agreements in place for Mr. Wilcken and Mr. Seelbinder.

Our primary management has no experience, page 10

22. Please quantify the anticipated costs of being a public company , such as you r
legal, accounting and other expenses, so that investors can better understand this
risk.

Investors may have difficulty in reselling their shares, page 11

23. Please revise here and on page 15 to list the states , if any,  where you intend to
register your se curities.   Additionally we note your statement that “ the manual
exemption is a non issuer exemption restricted to secondary trading transactions,
making it unavailable for issuers selling newly issued securities .”  Please revise to
disclose the effect of t his, including its effect on your ability to raise equity
through future issuances.

Andreas Wilcken, Jr.
Moving Box Inc.
September 7, 2010
Page 5

Selling Shareholders, page 13

24. Please revise your table on page 14 to provide all of the information required by
Item 507 of Regulation S -K such as the amount of securit ies owned by the selling
shareholder prior to the offering.  Additionally, p lease be advised that a person is
deemed to beneficially own stock held by his spouse and minor children.  We
note in this regard, many of the selling shareholder share the same la st name.
Please revise if necessary.

Plan of Distribution, page 15

OTC Bulletin Board Considerations, page 16

25. We note your disclosure in the last sentence of the first paragraph of this section.
Please  name counsel and provide an appropriate consent  to the extent this
disclosure constitutes a legal conclusion  or advise .

Description of Business, page 21

Development and Finance, page 22

26. Please revise this section to define the terms “Net Revenue” and “Net Profit.”
Please also revise your disclosure t o clarify in what order you will pay back each
of your obligations under the Royalty Rights Agreement, Wilcken Note and
Production Agreement and when you will begin receiving a ny of the revenues
from “A Box for Rob.”  Additionally, please revise your discl osure to discuss the
impact these agreements will have on your future profitability.

Production, page 23

27. Please revise to clarify the payments made to Uptone.  You state here that you
will pay $264,200 in addition to 50% of net profits.  But the agreemen t stipulates
$254,200.  Please also discuss the payments already made of $109,553.35, as
noted  on page five.

Distribution, page 23

28. Please clarify your Distribution discussion.  We note on page four that you plan to
“sell, lease, license…” your product, b ut your Distribution discussion does not
mention leasing.  Additionally, you appear to discuss selling and licensing
interchangeably in the fourth paragraph of the discussion.

Andreas Wilcken, Jr.
Moving Box Inc.
September 7, 2010
Page 6

Television Rights, page 24

29. Please remove reference to specific networks unle ss you have agreements
currently in effect.

Management’s Discussion and Analysis and Results of Operations, page 27

30. Please remove reference to Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act, as these do not apply to you.

31. Please remove the language “and in our other reports” in the last sentence of the
third paragraph of this section or advise as to what other reports you are referring
to.

Overview, page 27

32. We note your disclosure in this section that “[f]inally having established access to
distribution channels sets Moving Box apart.”  This statement appears to conflict
with your disclosure elsewhere in your filing that you have no distribution
agreements.  Please revise your disclosure for consistency or advise.

Certa in Relationships and Related Transactions, page 30

33. Regarding the Wi lcken Note please state the amount currently outstanding, the
amount of principal paid  to date  and the amount of interest paid to date.   Refer to
Item 404(a)(5) of Regulation S -K.

Market for Common Equity and Related Stockholder Matters, page 31

Reports to Shareholders, page 33

34. Please advise as to why you will only file periodic reports through March 31,
2011.  Alternatively, please delete this language.

Executive Compensation, page 33

35. Please revise this section to include information regarding the compensation paid
to Mr. Seelbinder or advise as to why Mr. Seelbinder was omitted from this
section.

Andreas Wilcken, Jr.
Moving Box Inc.
September 7, 2010
Page 7

Audited Financial Statements for the period ended March 31, 2010

Notes to the Finan cial Statements

Note 6 – Related Party Transactions, page F -9

36. We note that your footnote disclosure does not discuss the “Related party
advances” in the amount of $37,600, which were outstanding as of March 31,
2010.  Please revise your disclosure, accor dingly.  In addition, tell us why the
balance as of March 31, 2010 was reflected as a liability in your audited financial
statements, but as “Additional paid -in capital” in your interim period financial
statements.  In this regard, please reconcile your di sclosure, as appropriate.

Note 7 – Subsequent Events, page F -9

37. In the “Subsequent Events” footnotes to both your audited and interim period
financial statements, you disclose that the borrowings from your President totaled
$100,210, subsequent to the re ceipt of $10,000 loaned on July 13, 2010.
However, based upon your disclosure elsewhere in your filing, it appears that the
borrowings from your President should have totaled $110,210, after you received
the $10,000 on July 13, 2010.  Please reconcile you r disclosure as appropriate.

Unaudited Financial Statements for the period ended June 30, 2010

Balance Sheet, page F -11

38. It appears that you have reported the $154,000 received in connection with the
sale of royalty rights to your movie as “Additional pa id-in capital” on your
balance sheet.  However, given that the counterparties to your royalty rights
agreement are entitled to repayment of the $154,000, before you make payments
to any of your company’s other investors or creditors, it appears that it may  be
more appropriate to report the $154,000 as a liability.  Please revise your
disclosure or advise.  In addition, given that the $154,000 appears to have been
received during the interim period ended June 30, 2010, please discuss the royalty
agreement in  the footnotes to the financial statements provided for that period.
Lastly, please revise your disclosure regarding your royalty agreement to clarify
whether (I) the counterparties are entitled to repayment of the amount of their
investment, as well as t he first $154,000 in net revenue received by Moving Box
or (II) the counterparties will be repaid their investment through receipt of the
first $154,000 in net revenue earned by Moving Box.  We do not believe that your
disclosure, as stated in Note 6 to th e financial statements for the period ended
March 31, 2010, is clear in this regard.

Andreas Wilcken, Jr.
Moving Box Inc.
September 7, 2010
Page 8

Statements of Operations, page F -12

39. Given that the “weighted average [number of] shares outstanding” was 4,500,000
shares for the period ended March 31, 2010, it is un clear to us why the weighted
average number of shares outstanding” for the interim and cumulative periods
ended June 30, 2010 would be 2,719,718 shares and 1,964,286 shares,
respectively.  In this regard, please revise your disclosure or advise.

Other

40. Please provide a currently dated consent from your independent public accountant
upon filing your amended registration statement.

Part II

Recent Sales of Unregistered Securities, page 39

41. Please revise this section to include all of the information require d by Item 701 of
Regulation S -K.

Exhibits, page 40

42. Please r emove the reference to Regulation SB.

Exhibit 2.1

43. We note that Exhibit 2.1 states that a copy of the Plan of Exchange is attached to
these minutes.  However, the Plan of Exchange does not appea r to be filed as part
of Exhibit 2.1.  Please refile Exhibit 2.1 to include the Plan of Exchange or
advise.

Exhibit 5.1

44. Please revise the first paragraph of the opinion so it sets for th the correct number
of common stock to be sold pursuant to