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SEC Comment Letter for Mama's Creations, Inc. (MAMA) (CIK 0001520358) (MAMA) — May 17, 2013

Mama's Creations, Inc. (MAMA) (CIK 0001520358)
Date: May 17, 2013 · CIK: 0001520358 · Accession: 0000000000-13-027301

AI Filing Summary & Sentiment

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Document Type
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Reasoning

File numbers found in text: 333-174445

Date
December 31, 2012
Author
/s/ Susan C. Block
Form
UPLOAD
Company
Mama's Creations, Inc. (MAMA) (CIK 0001520358)

Letter

May 17 , 2013 Via E -mail Carl Wolf Chief Executive Officer MamaMancini’s Holdings , Inc. 25 Branca Road East Rutherford, NJ 07073

Re: MamaMancini’s Holdings, Inc. Amendment No. 3 to Form 8-K Filed May 8 , 2013 File No. 333-174445 Amendment No. 1 to Form 10 -K for the fiscal year ended December 31, 2012 Filed May 8 , 2013 File No. 333 -174445

Dear Mr. Wolf :

We have reviewed your response to our letter dated April 30 , 2013 and have t he following additional comment .

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 circumstances 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 this comment , we may have additional comments.

Form 10 -K/A for the Year Ended December 31, 2012

Report of Independent Registered Public Accountant, page F -1

1. You have not complied with our previous comment 11. Please revise your Form 10 -K to include a properly signed opinion in accordance with Article 2 of Regulation S - X. Specifically, the opinion included in your filing is not signed. Further, the inclusion of the opinion as Exhibit 23.1 is not appropriate; Exhibit 23 of Item 601 of Regulation S - X is designated as the Consent , not the Opinion.

Carl Wolf MamaMancini’s Holdings , Inc. May 1 7, 2013 Page 2

You may contact Heather Clark at (202) 551 -3624 if you have questions regarding comments on Item 4.01 and related matters. You may contact Amy Geddes at (202) 551 -3304 or Margery Reich at (202) 551-3347 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

Show Raw Text
May 17 , 2013
Via E -mail
Carl Wolf
Chief Executive Officer
MamaMancini’s Holdings , Inc.
25 Branca Road
East Rutherford, NJ 07073

Re: MamaMancini’s Holdings, Inc.
 Amendment No. 3 to Form 8-K
Filed May 8 , 2013
File No. 333-174445
Amendment No. 1 to Form 10 -K for the fiscal year ended
December 31, 2012
Filed May 8 , 2013
File No. 333 -174445

Dear Mr. Wolf :

We have reviewed your response to our letter dated April 30 , 2013 and have t he
following additional comment .

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 circumstances 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 this comment , we may have  additional comments.

Form 10 -K/A for the Year Ended December 31, 2012

Report of Independent Registered Public Accountant, page F -1

1. You have not complied with our previous comment 11.   Please revise your Form 10 -K to
include a properly signed opinion in  accordance with Article 2 of Regulation S -
X.  Specifically, the opinion included in your filing is not signed.   Further, the inclusion
of the opinion as Exhibit 23.1 is not appropriate; Exhibit 23 of Item 601 of Regulation S -
X is designated as the Consent , not the Opinion.

Carl Wolf
MamaMancini’s Holdings , Inc.
May 1 7, 2013
Page 2

 You may contact Heather Clark at (202) 551 -3624 if you have questions regarding
comments on Item 4.01 and related matters.  You may contact Amy Geddes at (202) 551 -3304  or
Margery Reich  at (202) 551-3347  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