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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

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File numbers found in text: 333-174445

Referenced dates: May 17, 2013

Date
May 8, 2013
Author
Not clearly detected
Form
CORRESP
Company
Mama's Creations, Inc. (MAMA) (CIK 0001520358)

Letter

Division of Corporation Finance 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 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 of Item 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

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CORRESP
1
filename1.htm

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