SecProbe.io

February 26, 2013
Via E -mail
Carl Wolf
Chief Executive Officer
Mascot Properties, Inc.
25 Branca Road
East Rutherford, NJ 07073

Re: Mascot Properties, Inc.
 Form 8-K
Filed January  30, 2013
File No. 333-174445

Dear Mr. Wolf :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Business of MamaMancini’s, page 3

1. Please include in a separately captioned subsection the disclosure relating to description
of properties called for by Item 102 to Regulation S -K.  Refer to Item 3 to Form 10.  See
also CF Disclosure Guidance: Topic 1, available on o ur website at
http://www.sec.gov/divisions/corpfin/guidance/cfguidance -topic1.htm .

Overview, page 3

2. Please balance this section by disclosing your net losses for the last two fiscal years, your
negative cash flows, and your net accumulated losses.  Als o, please disclose that your
auditor has expressed substantial doubt regarding your ability to continue as a going
concern.

3. Please define or clarify what you mean by  “all natural” and disclose, if true, that there is
no precise generally accepted or FDA -approved definition of “all natural.”

Carl Wolf
Mascot Properties, Inc.
February 26, 2013
Page 2

 4. Please revise to state as a belief that you market an “upscale line” of food or substantiate
that statement to us.

5. Please clarify what is “food to go” sections of stores.  For example, is the store selling the
food already cooked and ready to eat or does the consumer have to cook or heat it up, for
instance?

6. Please clarify by what is meant by the statement that you have over “16,000 placements
of products,” in retail locations.  For instance, does this mean that yo ur product can be
found in over 16,000 stores?  We note your disclosure on page 10, as well, that you have
over 16,000 locations on retail shelves.  Please revise to clarify throughout, as necessary.

Product Development, page 8

7. Please clarify if these to  be developed products are to be developed pursuant to the
Development and License agreement or if they are considered “Other Products,” under
that agreement.  Also, clarify if these products are also based upon Ms. Mancini’s
traditional recipes or advise.

Key Product Attributes, page 9

8. Please substantiate that your ingredients are of the “highest quality” and provide us with
the basis for your belief that customers view your products “as a healthy alternative.”  In
the alternative, please revise to clarify those statements are your beliefs.

Market Size, page 9

9. Please describe the market for specialty prepared and frozen foods and provide market
data to the extent available.

10. We note you provide data as of 2009.  Please update that to a more recen t date, to the
extent practicable.

Sales, Marketing, and Distribution, page 10

11. Please disclose the geographic scope of your product distribution and whether there are
any states that comprise greater than ten percent of your sales.

USDA approval / Regu lations, page 11

12. Please discuss the USDA or FDA regulations applicable to the manufacturing and sale of
“natural” and “all natural” products.   Please add a risk factor describing the risks in the
event the FDA w as to determine that your characterization  of a product as “all natural” is
misleading.

Carl Wolf
Mascot Properties, Inc.
February 26, 2013
Page 3

 Growth Plan, page 11

13. Please revise each of the bullet points on this page to disclose the estimated budget for
each component of your growth plan.  Please also discuss the material steps of each of
these plan s and timeframes for any necessary steps.  Please also balance the disclosure to
indicate the need for any additional financing to complete the goals.  If financing is not
currently available to you, please also make that clear in this section.  Provide si milar
balancing disclosure, as applicable to your Product Development discussion, at page 8.

Risk Factors, page 12

14. Please add a risk factor describing the risks that, because consumers of prepared and
frozen products tend to be price conscious, they may be less willing to pay for your
gourmet products during economic downturns and you may be unable to pass higher
commodity and transportation costs onto consumers or advise why you do not think that
is necessary.

We will need additional capital, page 12

15. Please revise here and in your Overview section to disclose the estimated amount of
additional capital to implement your growth plan and to satisfy other cash needs for the
next 12 months.

There is serious doubt regarding our ability to continue as a going concern, page 13

16. Please revise to clarify that your auditor has expressed substantial doubt regarding your
ability to continue as a going concern.

All of our manufacturing is outsourced, page 13

17. Please describe in a separate risk factor, with it s own risk factor subheading, any risks
related to you being dependent on a related party to manufacture your product.  In this
risk factor, address any risks that may arise at the end date of the supply and management
agreement with HDU, if applicable.

There has been a limited trading market, page 18

18. Please disclose which OTC Marketplace tier you anticipate being quoted on.  Please
indicate the symbol under which your Common Stock is or has been quoted on the OTC
Markets.  If applicable, please also prov ide the most recent sales price and date of trade.
Similarly provide the symbol, last date of trade and price under the Risk Factor, “Our
common stock is considered a penny stock,” at page 17.

Carl Wolf
Mascot Properties, Inc.
February 26, 2013
Page 4

 If we fail to establish and maintain an effective internal c ontrol system, page 18

19. We note your reference to any “current internal control deficiencies.”  Please discuss the
risks of any known internal control deficiencies or advise.

Management’s Discussion and Analysis of Financial Condition and Plan of Operatio n, page 19

20. Please revise the first sentence of the introductory paragraph to remove the implication
that the statutory safe harbor is available for forward -looking statements made by you.  In
this regard, please move “within the meaning of the federal sec urities laws” or revise to
state that the safe harbors are not available to you.  We note that the statutory safe harbor
is not available for forward -looking statements made by issuers of penny stock.  See
Section 21E(b)(1)(C) of the Securities Exchange Ac t of 1934.

Results of Operations for the Nine -Months Ended September 30, 2012 and 2011, page 19

21. Please briefly describe slotting fees and discuss the practices in your market segment
with respect to the payment of slotting allowances, pay -to-stay fees, o r other promotional
consideration to introduce new products or to introduce products to new retailers.  In the
discussion, generally discuss whether or not you anticipate needing to pay slotting fees
going forward.  Please discuss whether you are limited b y size or financial position in
your ability to pay slotting allowances or similar consideration to introduce products and
whether this presents a significant obstacle to your ability to expand your product
placement.  To the extent material, please revise  the second risk factor on page 14 to
describe the attendant risks.

Gross Profit, page 20

22. We assume your description of a 1% decrease in gross profit is intended to describe the
decrease in gross profit margin.   If our understanding is correct, please revise your
disclosure in both interim and annual comparative discussions in future filings.

Operating Expenses, page 20

23. Please revise your disclosure in future filings to include the facts and circumstances
surrounding each increase cited.  Please inclu de a draft of your proposed revised
disclosure for both the interim and annual discussions.

Liquidity and Capital Resources, page 21

24. Refer to the final paragraph on page 22.  Please specifically state that the auditors’ report
expressed substantial doubt  as to your ability to continue as a going concern.  Filings with
such accountants’ reports must contain appropriate and prominent disclosure of financial
difficulties as well as viable plans to overcome these difficulties. Refer to Section 607.02

Carl Wolf
Mascot Properties, Inc.
February 26, 2013
Page 5

 of the F inancial Reporting Codification as well as AU 341.10 for guidance.   Similar
revisions should be made to your disclosure in the Footnote 3 on page F -10 to the
quarterly financial statements and F -9 of the annual financial statements included as
Exhibit 99.2 .

Item 5.02 Departure of Directors or Principal Officers, page 32

(d) Appointment of Officers, page 33

25. Please remove ticker symbols from the biography of Carl Wolf.

Exhibit 99.2

Annual Financial Statements of MamaMancini’s, LLC

Note 9 – Member’s Eq uity, page F -22

26. We note that, although you have reflected the March 2012 exchange of units for common
stock retrospectively and included appropriate disclosure in your September 30, 2012
interim financial statements, the December 31, 2011 and 2010 audited  annual financial
statements, for which the opinion is dated February 3, 2012, do not reflect or discuss the
exchange.   We assume that, as the interim financial statements retrospectively reflect this
change, your upcoming Form 10 -K for the year ended Dece mber 31, 2012 will also
retrospectively reflect the exchange.   We also assume that, to the extent reissuance is
required prior to the issuance of the upcoming 10 -K, such as in the case those  financial
statements are required to be included or incorporated by reference into a registration or
proxy statement, they will be revised to retrospectively reflect the exchange.

27. As a related matter, reference is made to the subsequent event footnote included in the
interim financial statements on page F -18.  Please explain to us in your response why the
private placement completed on December 5, 2012 is not disclosed in this
footnote.   Reference is made to the second paragraph in Item 1.01 to the Form 8 -K.

We urge all persons who are responsible for the accuracy and  adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relatin g to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for th e adequacy and accuracy of the disclosure in the filing;

Carl Wolf
Mascot Properties, Inc.
February 26, 2013
Page 6

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comment s as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Amy Geddes at (202) 551 -3304  or Margery Reich  at (202) 3347  if you
have questions regarding comments on the financial statements and related matters.  Please
contact J. Nolan McWilliams  at (202) 551 -3217  or me at (202) 551 -3210  with any other
questions.

Sincerely,

 /s/ Susan C. Block

Susan C. Block
Attorney -Advisor