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     CORRESP

MAMAMANCINI’S
HOLDINGS, INC.

25
BRANCA ROAD

EAST
RUTHERFORD, NJ 07073

April
16, 2013

Susan
C. Block

Attorney-Advisor

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Mascot
    Properties, Inc.

    Form
    8-K

    Filed
    January 30, 2013

    Amendment
    No. 1 to Form 8-K

    File
    No. 333-174445

Dear
Ms. Block:

By
letter dated March 22, 2013, the staff (the “Staff,” “you” or “your”)
of the U.S. Securities & Exchange Commission (the “Commission”) provided MamaMancini’s Holdings,
Inc. (formerly Mascot Properties, Inc.) (the “Company,” “we,” “us” or
“our”) with its comments to the Company’s Current Report on Form 8-K, filed on January 30, 2013 (the
“Current Report”). We are in receipt of your letter and set forth below are the Company’s responses to
the Staff’s comments. For your convenience, the comments are listed below, followed by the Company’s responses.

Form 8-K
filed January 30, 2013

Item
4.01 Changes in Registrant’s Certifying Accountant, page 31

1.
We note from the first paragraph that your former accountant was dismissed on January 24, 2013. However, we note from the third
paragraph that your former accountant was dismissed on December 31, 2012. Please revise to clarify the actual dismissal date of
Seale & Beers, CPAs. In addition, please ensure that your disclosures regarding disagreements and reportable events in accordance
with Items 304(a)(1)(iv) and (v) of Regulation S-K refer to the interim period through the clarified date of dismissal. Include
an updated letter from your former auditor addressing your revised disclosure as an exhibit to your Form 8-K/A.

RESPONSE:
The auditor was dismissed on January 24, 2013 and we have clarified our disclosure to reflect that date. We have included an updated
letter from our prior auditor addressing our revised disclosure.

2.
In addition, to the extent your clarified date of dismissal of Seale & Beers differs from the date of hire of your new accountant,
please explain why.

RESPONSE:
The clarified date of dismissal of Seal & Beers does not differ from the date of hire of our new accountant.

3.
Please revise the second paragraph under heading (b) to disclose any consultations with the new accountant in the two most recent
fiscal years and subsequent period through the date of hire in accordance with Item 304(a)(2) of Regulation S-K.

RESPONSE:
We have revised our disclosure accordingly.

Form
8-K/A filed March 11, 2013.

Business
of MamaMancini’s, page 3

Overview,
page 3

4.
We note your response to prior comment 3. It appears, from the USDA website, that the USDA defines “natural” but does
not define “all natural.” Please revise the third paragraph of this section accordingly and, to the extent there is
a distinction between “natural” and “all natural,” please clarify or advise.

RESPONSE:
According to the Food and Safety and Inspection Service (“FSIS”) the term “natural” may be used on a meat
label or poultry label if the product does not contain any artificial flavor or flavoring, coloring ingredient, chemical preservative,
or any other artificial or synthetic ingredient.

The current
FSIS Food Standards and Labeling Policy Book (2003) requires meat and poultry labels to include a brief statement directly beneath
or beside the “natural” Label claim that “explains what is meant by the term natural i.e., that the product
is a natural food because it contains no artificial ingredients and is only minimally processed.” the term “natural”
may be used on a meat label or poultry label if the product does not contain any artificial flavor or flavoring, coloring ingredient,
chemical preservative, or any other artificial or synthetic ingredient. Additionally, the term “all natural” can be
used if the FSIS approves your product and label claims. The Company’s product and label claims have been approved are included
as Exhibit A hereto.

5.
Please also provide us the USDA approvals you refer to in the response to our prior comment 3 or advise.

RESPONSE:
Please See Exhibit A hereto.

6.
In the last paragraph in this section, please also include your revenues for the two most recent fiscal years.

RESPONSE:
We have revised our disclosure accordingly.

Product
Development, page 8

7.
We note your response to prior comment 7. Please disclose the substance of your response in your amended Form 8-K.

RESPONSE:
We have revised our disclosure accordingly.

USDA
approval / Regulation, page 11

8.
We note your response to prior comment 12. Please revise this subsection to describe the USDA or FDA regulations applicable to
the manufacturing and sale of “natural” and “all natural” products, including the regulations described
in the revised risk factor on page 15.

RESPONSE:
We have revised our disclosure accordingly.

Management’s
Discussion and Analysis, page 21

Results
of Operations for the nine months ended September 30, 2012 and 2011, page 21

9.
We note your response to prior comment 21. Please disclose the substance of your response in your amended Form 8-K.

RESPONSE:
We have revised our disclosure accordingly.

Exhibit
99.2

10.
We note the revisions made in this section in response to prior comment 24. However, it does not appear that the revisions
requested to the quarterly and annual financial statements were made. Please revise the quarterly and annual financial
statements to specifically state that the auditors’ report expressed substantial doubt as to your ability to continue
as a going concern in Note 1. Refer to Section 607.02 of the Financial Reporting Codification as well as AU 341.10 for
guidance.

RESPONSE:We
have revised our disclosure accordingly.

Financial
Statements for the Quarterly Period Ended September 30, 2013

Note
11 – Subsequent Events, page F-18

11.
Refer to prior comment 27. The private placement to which we referred in our previous comment is in the amount of $5.054 million
for 5,054,000 shares as disclosed in Item 1.01 of the Form 8-K. Please tell us exactly where this has been disclosed in the subsequent
event note. In this regard, we note the disclosure of a private placement of 1.6 million shares for $1.6 million as well as the
issuance of 160,000 5 year warrants with an exercise price of $1.00 and paid commissions in the amount of $160,000 to an investment
banking firm in connection with a stock offering.

RESPONSE:We
have revised our disclosure accordingly.

Further
the Company acknowledges that:

(1)
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

(2)
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

(3)
the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Very
Truly Yours,

    By:

    /s/
    Carl Wolf

    Name:
    Carl
    Wolf

    Title:
    Chief
    Executive Officer

EXHIBIT
A

LABEL
APPROVALS

(see
attached)