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SEC Comment Letter for Mama's Creations, Inc. (MAMA) (CIK 0001520358) (MAMA) — Aug 19, 2011

Mama's Creations, Inc. (MAMA) (CIK 0001520358)
Date: Aug. 19, 2011 · CIK: 0001520358 · Accession: 0000000000-11-050249

AI Filing Summary & Sentiment

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Document Type
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SEC Posture
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Summary

Reasoning

File numbers found in text: 333-174445

Referenced dates: July 29, 2011

Date
August 19, 2011
Author
/s/ Tom Kluck
Form
UPLOAD
Company
Mama's Creations, Inc. (MAMA) (CIK 0001520358)

Letter

August 19, 2011 Via E-mail David Dreslin Chief Executive Officer Mascot Properties, Inc. 7985 113th Street, Suite 220 Seminole, FL 33772 Re: Mascot Properties, Inc. Amendment No. 2 to Registra tion Statement on Form S-1 Filed August 10, 2011 File No. 333-174445

Dear Mr. Dreslin: We have reviewed your registration statem ent and have the following comments. In some of our comments, we may ask you to provi de 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 re gistration statement and the information you provide in response to these comments, we may have additional comments.

General

1. We note that your website, www.MascotUniver sityHousing.com, has been suspended as of the date of this letter. Please revise th e prospectus to remove the references to your website or advise. 2. We note your response to comment 6 in our letter dated July 29, 2011. Given your response, please revise the prospectus to cl early identify Mr. Dreslin as your founder and state, if true, that Mr. Dreslin has receiv ed nothing of value from the company since inception. We note that Mr. Dreslin is the beneficial owner of 80,004,000 shares in the company.

David Dreslin Mascot Properties, Inc. August 19, 2011 Page 2 Exhibit 5.1

3. Please note that counsel may not limit the lega lity opinion to only st atutory law. Please have counsel revise the opinion to opine upon the applicable statut ory provisions, any applicable rules and regulations underlying t hose provisions, and appl icable judicial and regulatory determinations for the state of Nevada.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing incl udes 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 disc losure, 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 pr ovide a written statement from the company acknowledging that:  should the Commission or the staff, acting purs uant to delegated authority, declare the filing effective, it does not foreclose the Co mmission 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 a nd 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 re quests for acceleration. We will consider a written request for acceleration of the effective date of the regi stration statement as confirmation of the fact that those reques ting acceleration are aware of thei r respective responsibilities under the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed public offering of the securities specified in th e above registration stat ement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

David Dreslin Mascot Properties, Inc. August 19, 2011 Page 3 You may contact Wilson Lee at (202) 551-3468 or Jessica Barberich at (202) 551-3782 if you have questions regarding comments on the fina ncial statements and related matters. Please contact Adam F. Turk at (202) 551-3657 or me at (202) 551-3233 with any other questions.

Sincerely,
/s/ Tom Kluck
Tom Kluck Legal Branch Chief
cc: Lucosky Brookman LLP
Via E-Mail

Show Raw Text
August 19, 2011
 Via E-mail

David Dreslin Chief Executive Officer  Mascot Properties, Inc. 7985 113th Street, Suite 220 Seminole, FL 33772
Re: Mascot Properties, Inc.
  Amendment No. 2 to Registra tion Statement on Form S-1
Filed August 10, 2011
  File No. 333-174445

Dear Mr. Dreslin:
 We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note that your website, www.MascotUniver sityHousing.com, has been suspended as
of the date of this letter.  Please revise th e prospectus to remove the references to your
website or advise.
2. We note your response to comment 6 in our  letter dated July 29, 2011.  Given your
response, please revise the prospectus to cl early identify Mr. Dreslin as your founder and
state, if true, that Mr. Dreslin has receiv ed nothing of value from the company since
inception.  We note that Mr. Dreslin is the beneficial owner of 80,004,000 shares in the
company.

David Dreslin
Mascot Properties, Inc. August 19, 2011 Page 2
 Exhibit 5.1

3. Please note that counsel may not limit the lega lity opinion to only st atutory law.  Please
have counsel revise the opinion to opine upon the applicable statut ory provisions, any
applicable rules and regulations underlying t hose provisions, and appl icable judicial and
regulatory determinations for the state of Nevada.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes 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 disc losure, 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 pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

David Dreslin
Mascot Properties, Inc. August 19, 2011 Page 3
 You may contact Wilson Lee at (202) 551-3468 or Jessica Barberich at (202) 551-3782 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Adam F. Turk at (202) 551-3657 or me  at (202) 551-3233 with any other questions.

Sincerely,
   /s/ Tom Kluck
Tom Kluck Legal Branch Chief
 cc:  Lucosky Brookman LLP
 Via E-Mail