CORRESP 1 filename1.htm

 

December 26, 2018

 

VIA EDGAR CORRESPONDENCE

 

Loan Lauren Nguyen, Legal Branch Chief

Anuja Majmudar, Attorney-Advisor

Division of Corporation Finance

Office of Natural Resources

United States Securities Exchange Commission

Washington D.C. 20549

 

Re: Barfresh Food Group, Inc.- Request for Effectiveness
  Form S-1
  Filed October 29, 2018 and amended December 17, 2018
  File No. 333-228030

 

Ladies and Gentlemen:

 

Pursuant to Rule 460 and Rule 461 under the Securities Act of 1933, as amended, Barfresh Food Group, , a Delaware corporation (the “Company”), hereby requests that the effective date of the above referenced Registration Statement be accelerated so that it will become effective at 4:00 p.m., Eastern time, on Friday, October 28, 2018, or as soon thereafter as practicable.

 

The Company acknowledges that:

 

  should the Securities and Exchange Commission (“Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
     
  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
     
  the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

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

 

Very truly yours,

 

Barfresh Food Group, Inc.  
   
/s/ Joseph Tesoriero  
Joseph Tesoriero, Chief Financial Officer  

 

cc: Mr. Riccardo Delle Coste, Chief Executive Officer  
  Mark Abdou, Esq.  
  Ruba Qashu, Esq.