SEC Comment Letter for Mama's Creations, Inc. (MAMA) (CIK 0001520358) (MAMA) — Sep 6, 2011
Mama's Creations, Inc. (MAMA) (CIK 0001520358)
Date: Sept. 6, 2011 · CIK: 0001520358 · Accession: 0000000000-11-053130
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File numbers found in text: 333-174445
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September 6, 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. 3 to Registra tion Statement on Form S-1 Filed August 24, 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. Please update your financial statements in a ccordance with Rule 8-08 of Regulation S-X. 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. David Dreslin Mascot Properties, Inc. September 6, 2011 Page 2 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. 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