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. |
