SecProbe.io

CORRESP
1
filename1.htm

     CORRESP

MAMAMANCINI’S
HOLDINGS, INC.

25
BRANCA ROAD

EAST
RUTHERFORD, NJ 07073

May
7, 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.

    Amendment
    No. 2 to Form 8-K

    Filed
    April 16, 2013

    File
    No. 333-174445

    Form
    10-K for fiscal year ended

    December
    31, 2012

    Filed
    April 16, 2013

    File
    No. 333-174445

Dear
Ms. Block:

By
letter dated April 30, 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 Amendment No. 2 to Current Report on Form 8-K, filed on April
16, 2013 (the “Current Report”) and Form 10-K for the fiscal year ended (the “10-K”). 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.

General

1. We note your Form 10-K for the fiscal year ended December 31, 2012, filed April 16, 2013. To the extent our comments below relating
to your amended Form 8-K apply to the disclosure in that Form 10-K, please revise your Form 10-K in future filings.

RESPONSE:
To the extent the comments below relate to our Form 10-K, we will revise our Form 10-K in future filings.

2.
Please consecutively number subsequent amendments to your Form 8-K. refer to Exchange Act Rule 12b-15. We note your marked this
as Amendment no. 1 again.

RESPONSE:We
have properly marked this subsequent amendment as Amendment No.3

3.
Please submit to EDGAR with your next amended filing a marked version of the amendment marked to show changes. Refer to Item 310
of regulation S-T.

RESPONSE:
We have submitted a marked version of the amendment marked to show changes in accordance with Item 310 of regulation S-T.

Item
2.01 Completion of Acquisition or Disposition of Assets. Page 2

Management’s
discussion and Analysis, page 21

Plan
of Operation. Page 21

4.
Refer to the second paragraph. Please revise to state that it is your belief that some of your products have shown excellent acceptance
or delete that statement.

RESPONSE:We
have revised our disclosure accordingly.

5.
Please revise the last sentence of the second paragraph of this section to substantiate that your pricing “is attractive
to major competitors.” Also, please briefly explain what you mean by this statement or clarify, if true, that you are referring
to your customers.

RESPONSE:We
have revised our disclosure accordingly.

6.
Please refer to the fifth paragraph. Please balance the disclosure to indicate that there is no guarantee that Meatball Obsession
will be able to rapidly open more units in 2014.

RESPONSE:We
have revised our disclosure accordingly.

7.
Please refer to the sixth paragraph. We note you indicate that the Company expects that its packaging costs will decrease. Please
balance the disclosure to indicate that there is no guarantee that you will be able to decrease packaging costs and decrease the
cost of labor if demand increases. Also please clarify that there is no guarantee demand will increase.

RESPONSE:We
have revised our disclosure accordingly.

8.
We note your response to prior comment 9. Please reconcile your statement in the footnote to the table on page 21 that you do
not believe slotting fees “are major cost of growth” with your disclosure in the seventh paragraph of Plan of Operation
where you attribute slotting fees in part to your projected operating loss for fiscal year 2013.

RESPONSE:We
have revised our disclosure accordingly.

Liquidity
and Capital Recourses, page 22

9.
In the last paragraph, please balance the disclosure to indicate that there is no guarantee that you will be able to raise all
the capital that you anticipate needing.

RESPONSE:We
have revised our disclosure accordingly.

Item
4.01

10.
We note your revised disclosures in the third paragraph of Item 4.01 in response to prior comment 1 continue to discuss disagreements
and reportable events through December 31, 2012 rather than through January 24, 2013, in the interim period through the date of
dismissal. As originally requested, please revise to 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 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:We
have revised our disclosure accordingly and included a letter from the former auditor related to same.

Exhibit
99.2

11.
Please file and amended Form 8-K to include a properly signed opinion in accordance with Article 2 of Regulation S-X. Specifically,
no auditor has signed the Opinion. An amended Form 10K for the year ended December 31, 2012 with similar revisions should also
be filed.

RESPONSE:
We have included a new opinion which is properly signed in accordance with Article 2 of Regulation S-X. We shall file a revised
10-K with the same opinion as well.

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