SEC Company Response from 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: 0001493152-13-000998
AI Filing Summary & Sentiment
File numbers found in text: 333-174445
Referenced dates: May 17, 2013
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CORRESP
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MAMAMANCINI’S
HOLDINGS, INC.
25
BRANCA ROAD
EAST
RUTHERFORD, NJ 07073
May
17, 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:
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
Ms. Block:
By
letter dated May 17, 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. 3 to Current Report on Form 8-K, filed on May 8, 2013 (the “Current
Report”) and Amendment No. 1 to Form 10-K for the fiscal year ended December 31, 2012, filed on May 8, 2013 (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.
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.
RESPONSE:
We have revised our 10-K/A to include a properly signed opinion in accordance with Article 2 of Regulation S-X. Further, we have
removed exhibit 23.1.
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 fede