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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

(Amendment No. ___)*

Barfresh Food Group Inc.

(Name of Issuer)

Common Stock, par value $0.000001 per share

(Title of Class of Securities)

067532101

(CUSIP Number)

March 13, 2015

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐  Rule 13d-1(b)

☒  Rule 13d-1(c)

☐  Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	[__]  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
	(b)	[__]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
	(c)	[__]  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
	(d)	[__]  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
	(e)	[__]  An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)
	(f)	[__]  An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
	(g)	[__]  A Parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
	(h)	[__]  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
	(i)	[__]  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
	(j)	[__]  Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

 

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The shares of Common Stock reported on this Schedule are indirectly beneficially owned by the Reporting Person.  Dillon Hill Capital, LLC, of which the Reporting Person is the sole member, directly owns 2,000,000 shares are Common Stock and warrants to purchase an additional 1,000,000 shares of Common Stock.  Dillon Hill Investment Company, LLC, the sole member of which is a trust of which the Reporting Person’s spouse is a co-trustee, directly owns 1,000,000 shares of Common Stock and warrants to purchase an additional 500,000 shares of Common Stock.  By virtue of the relationships described above, the Reporting Person may be deemed to have sole voting and dispositive power over the shares and warrants held by Dillon Hill Capital LLC and shared voting and dispositive power over the shares and warrants held by Dillon Hill Investment Company, LLC.

The percentage beneficial ownership reported in Item 11 of the cover pages to this Schedule was calculated by dividing (i) the sum of (a) 3,000,000 shares of Common Stock plus (b) 1,500,000 shares of Common Stock issuable upon exercise of the warrants by (ii) the sum of (a) 66,328,828 shares of Common Stock outstanding as of February 14, 2015, as reported in the Issuer’s quarterly report on Form 10-Q/A filed on February 19, 2015, plus (b) 10,550,000 shares of Common Stock issued by the Issuer pursuant to the Securities Purchase Agreement, as reported by the Issuer on its Current Report on Form 8‑K filed on March 16, 2015, plus (c) 1,500,000 shares of Common Stock issuable upon exercise of the warrants.

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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following box  ☐.

See Item 4.

See Item 4.

Not Applicable.

Not Applicable.

Item 10.

Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

 

/s/ Bruce Grossman
Name:  Bruce Grossman

 

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