SecProbe.io

CORRESP
 1
 filename1.htm

 December
10, 2025

 VIA
EDGAR TRANSMISSION

 Division
of Corporate Finance

 United
States Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549-6010

 Re:
 Mama's
 Creations, Inc.

 Registration
 Statement on Form S-3 (Registration No. 333-291849)

 Request
 for Acceleration of Effective Date

 Ladies
and gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended (the "Act"), Mama's Creations, Inc. (the "Company")
requests that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-3 (File No.
333-291849) to become effective on December 12, 2025 at 4:05 p.m., Eastern Time, or as soon as practicable thereafter, or
at such later time as the Company or its counsel may request via telephone call to the staff. In making this acceleration request, the
Company acknowledges that it is aware of its obligations under the Act.

 Very
 truly yours,

 MAMA'S
 CREATIONS, INC.

 By:
 /s/
 Anthony Gruber

 Name:
 Anthony
 Gruber

 Title:
 Chief
 Financial Officer

 cc:
 Jonathan
 R. Zimmerman, Faegre Drinker Biddle & Reath LLP

 Joshua
 L. Colburn, Faegre Drinker Biddle & Reath LLP

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November
9, 2023

VIA
EDGAR TRANSMISSION

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Mama’s
    Creations, Inc.

    Registration
    Statement on Form S-3 (Registration No. 333-275206)

    Request
    for Acceleration of Effective Date

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Mama’s Creations, Inc. (the “Company”)
requests that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-3 (File No.
333-275206) to become effective on November 13, 2023 at 4:00 p.m., Eastern Time, or as soon as practicable thereafter, or at such later
time as the Company or its counsel may request via telephone call to the staff. In making this acceleration request, the Company acknowledges
that it is aware of its obligations under the Act.

    Very truly yours,

    MAMA’S CREATIONS, INC.

    By:
    /s/
    Anthony Gruber

    Anthony
    Gruber

    Chief
    Financial Officer

    cc:
    Jonathan
    R. Zimmerman, Faegre Drinker Biddle & Reath LLP

    Charles
    D. Lange, Faegre Drinker Biddle & Reath LLP

United States securities and exchange commission logo
October 31, 2023
Anthony Gruber
Chief Financial Officer
Mama's Creations, Inc.
25 Branca Road
East Rutherford, NJ 07073
Re:Mama's Creations, Inc.
Registration Statement on Form S-3
Filed October 27, 2023
File No. 333-275206
Dear Anthony Gruber:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jonathan R. Zimmerman

United States securities and exchange commission logo
June 8, 2023
Adam Michaels
Chief Executive Officer
MamaMancini’s Holdings, Inc.
25 Branca Road
East Rutherford, NJ 07073
Re:MamaMancini’s Holdings, Inc.
Registration Statement on Form S-3
Filed June 2, 2023
File No. 333-272398
Dear Adam Michaels:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Patrick Fullem at (202) 551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Robert L. B. Diener, Esq.

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MamaMancini’s
Holdings, Inc.

25
Branca Road

East
Rutherford, NJ 07073

June
8, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Patrick Fullem

    Re:

    MamaMancini’s
    Holdings, Inc.

    Registration
    on Form S-3

    File
    No. 333-272398

    Filed
    on June 2, 2023

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, MamaMancini’s Holdings, Inc. (the “Registrant”),
hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement be
accelerated to 9:00 a.m., Eastern time, on June 12, 2023, or as soon thereafter as practicable. In connection with the foregoing request
for acceleration of effectiveness, the Registrant hereby acknowledges the following:

    ●
    should
    the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
    from taking any action with respect to the filing;

    ●
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
    the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

Please
contact Robert L. B. Diener, Esq. of the Law Offices of Robert Diener at (310) 292-2063 (facsimile (310) 362-8887) with any questions
you may have. In addition, please notify Mr. Diener when this request for acceleration has been granted.

Very
truly yours,

    MAMAMANCINI’S
    HOLDINGS, INC.

    By:
    /s/
    Adam L. Michaels

    Adam
    L. Michaels

    Chief
    Executive Officer

    cc:
    Robert
    L. B. Diener, Esq.

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MamaMancini’s
Holdings, Inc.

25
Branca Road

East
Rutherford, NJ 07073

April
5, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Erin Donahue, Office of Manufacturing

    Re:
    MamaMancini’s
    Holdings, Inc.

    2nd
    Amendment to Registration on Form S-1

    File
    No. 333-270087

    Filed
    on March 29, 2023

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, MamaMancini’s Holdings, Inc. (the “Registrant”),
hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement be
accelerated to 9:00 a.m., Eastern time, on April 10, 2023, or as soon thereafter as practicable. In connection with the foregoing request
for acceleration of effectiveness, the Registrant hereby acknowledges the following:

 ● should
                                            the Commission or the staff, acting pursuant to delegated authority, declare the filing effective,
                                            it does not foreclose the Commission from taking any action with respect to the filing;

 ● the
                                            action of the Commission or the staff, acting pursuant to delegated authority, in declaring
                                            the filing effective, does not relieve the company from its full responsibility for the adequacy
                                            and accuracy of the disclosure in the filing; and

 ● the
                                            company may not assert staff comments and the declaration of effectiveness as a defense in
                                            any proceeding initiated by the Commission or any person under the federal securities laws
                                            of the United States.

Please
contact Robert L. B. Diener, Esq. of the Law Offices of Robert Diener at (310) 292-2063 (facsimile (310) 362-8887) with any questions
you may have. In addition, please notify Mr. Diener when this request for acceleration has been granted.

    Very
    truly yours,

    MAMAMANCINI’S
    HOLDINGS, INC.

    By:
    /S/
    Anthony Gruber

    Anthony
    Gruber

    Chief
    Executive Officer

    cc:
    Robert
    L. B. Diener, Esq.

CORRESP
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MamaMancini’s
Holdings, Inc.

25
Branca Road

East
Rutherford, NJ 07073

March
28, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Office of Manufacturing

Re:
MamaMancini’s Holdings, Inc.

Registration
Statement on Form S-1

Amendment
No. 1

Filed:
March 16, 2023

File
No. 333-270087

Ladies
and Gentlemen:

On
behalf of the Company, we are responding to comments contained in the Staff letter, dated March 27, 2023 addressed to Anthony Gruber,
the Company’s Chief Financial Officer, with respect to the Company’s filing of its Amendment No. 1 to Registration Statement
on Form S-1.

The
Company has replied below on a comment-by-comment basis, with each response following a repetition of the Staff’s comment to which
it applies (the “Comments”). The responses to the Comments are numbered to relate to the corresponding Comments in your letter.

Amendment
No. 1 to Registration Statement on Form S-1 filed March 16, 2023

General

1.
We note your response to prior comment 2. Because you have not yet filed your Form 10- K for the fiscal year ended January 31, 2023,
you may not incorporate by reference into this registration. Please revise pages 54 and 55 to delete your attempt to incorporate by reference.

COMPANY
RESPONSE:

We
have deleted any documents to be incorporated by reference in the registration statement.

On
behalf of the Company, we acknowledge that:

●
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;

●
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

●
the company may not assert staff comments and the declaration of effectiveness 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,

    MAMAMANCINI’S
    HOLDINGS, INC.

    By:
    /s/
    Anthony Gruber

    Anthony
    Gruber

    Chief
    Financial Officer

cc:
Robert L. B. Diener, Esq.

United States securities and exchange commission logo
March 27, 2023
Anthony Gruber
Chief Financial Officer
MamaMancini's Holdings, Inc.
25 Branca Road
East Rutherford, NJ 07073
Re:MamaMancini's Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed March 16, 2023
File No. 333-270087
Dear Anthony Gruber:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 9, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed March 16, 2023
General
1.We note your response to prior comment 2.  Because you have not yet filed your Form 10-
K for the fiscal year ended January 31, 2023, you may not incorporate by reference into
this registration.  Please revise pages 54 and 55 to delete your attempt to incorporate by
reference.
            Please contact Erin Donahue at 202-551-6063 or Geoffrey Kruczek at 202-551-3641 with
any questions.

 FirstName LastNameAnthony Gruber
 Comapany NameMamaMancini's Holdings, Inc.
 March 27, 2023 Page 2
 FirstName LastName
Anthony Gruber
MamaMancini's Holdings, Inc.
March 27, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Robert Diener

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MamaMancini’s
Holdings, Inc.

25
Branca Road

East
Rutherford, NJ 07073

March
21, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Erin Donahue, Office of Manufacturing

    Re:
    MamaMancini’s
    Holdings, Inc.

    First
    Amendment to Registration on Form S-1

    File
    No. 333-270087

    Filed
    on March 16, 2023

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, MamaMancini’s Holdings, Inc. (the “Registrant”),
hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement be
accelerated to 9:00 a.m., Eastern time, on March 22, 2023, or as soon thereafter as practicable. In connection with the foregoing request
for acceleration of effectiveness, the Registrant hereby acknowledges the following:

    ●
    should
    the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
    from taking any action with respect to the filing;

    ●
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
    the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

Please
contact Robert L. B. Diener, Esq. of the Law Offices of Robert Diener at (310) 292-2063 (facsimile (310) 362-8887) with any questions
you may have. In addition, please notify Mr. Diener when this request for acceleration has been granted.

    Very
    truly yours,

    MAMAMANCINI’S
    HOLDINGS, INC.

    By:
    /S/
    Anthony Gruber

    Anthony
    Gruber

    Chief
    Executive Officer

    cc:
    Robert
    L. B. Diener, Esq.

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MamaMancini’s
Holdings, Inc.

25
Branca Road

East
Rutherford, NJ 07073

March
15, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Office of Manufacturing

Re:
MamaMancini’s Holdings, Inc.

Registration
Statement on Form S-1

Filed:
February 28, 2023

File
No. 333-270087

Ladies
and Gentlemen:

On
behalf of the Company, we are responding to comments contained in the Staff letter, dated March 9, 2023 addressed to Anthony Gruber,
the Company’s Chief Financial Officer, with respect to the Company’s filing of its Registration Statement on Form S-1.

The
Company has replied below on a comment-by-comment basis, with each response following a repetition of the Staff’s comment to which
it applies (the “Comments”). The responses to the Comments are numbered to relate to the corresponding Comments in your letter.

Registration
Statement on Form S-1 filed February 28, 2023

Executive
Compensation, page 48

1. Please update your executive and director compensation tables for fiscal year ended January 31, 2023.

COMPANY
RESPONSE:

We
have amended our executive and director compensation tables to reflect the fiscal year ended January 31, 2023.

General.

2.
We note you have incorporated by reference certain prior filings and all filings made under Section 13(a), 13(c), 14, or 15(d) of
the Exchange Act made on or after the date of the registration statement. Because you have not yet filed your Form 10-K for your
most recently completed fiscal year, the fiscal-year ended January 31, 2023, it therefore appears you have not satisfied the
requirements of paragraph C of Instruction VII to Form S-1. Please provide your analysis demonstrating that you are eligible to use
incorporation by reference. Otherwise, please revise to include directly in your document all disclosure required by Form
S-1.

COMPANY
RESPONSE:

We
have included the full financial statements for the fiscal year ended January 31, 2022 and nine months ended October 31, 2023 in lieu
of incorporating the same by reference.

We
have also added certain information regarding an additional director (Shirley Romig) who was appointed by the board on March 9, 2023.

On
behalf of the Company, we acknowledge that:

●
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;

●
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

●
the company may not assert staff comments and the declaration of effectiveness 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,

    MAMAMANCINI’S
    HOLDINGS, INC.

    By:
    /s/
    Anthony Gruber

    Anthony
    Gruber

    Chief
    Financial Officer

cc:
Robert L. B. Diener, Esq.

United States securities and exchange commission logo
March 9, 2023
Anthony Gruber
Chief Financial Officer
MamaMancini's Holdings, Inc.
25 Branca Road
East Rutherford, NJ 07073
Re:MamaMancini's Holdings, Inc.
Registration Statement on Form S-1
Filed February 28, 2023
File No. 333-270087
Dear Anthony Gruber:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed February 28, 2023
Executive Compensation, page 48
1.Please update your executive and director compensation tables for fiscal year ended
January 31, 2023.

 FirstName LastNameAnthony Gruber
 Comapany NameMamaMancini's Holdings, Inc.
 March 9, 2023 Page 2
 FirstName LastName
Anthony Gruber
MamaMancini's Holdings, Inc.
March 9, 2023
Page 2
General
2.We note you have incorporated by reference certain prior filings and all filings made
under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act made on or after the date of
the registration statement.  Because you have not yet filed your Form 10-K for your most
recently completed fiscal year, the fiscal-year ended January 31, 2023, it therefore appears
you have not satisfied the requirements of paragraph C of Instruction VII to Form S-1.
Please provide your analysis demonstrating that you are eligible to use incorporation by
reference.  Otherwise, please revise to include directly in your document all disclosure
required by Form S-1.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Erin Donahue at 202-551-6063 or Geoffrey Kruczek at 202-551-3641 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Robert Diener

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MamaMancini’s
Holdings, Inc.

25
Branca Road

East
Rutherford, NJ 07073

May
4, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Edward N. Kelly, Senior Counsel, Office of Manufacturing

    Re:
    MamaMancini’s
    Holdings, Inc.

    First
    Amendment to Registration on Form S-1

    File
    No. 333-236317

    Filed
    on April 30, 2020

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, MamaMancini’s Holdings, Inc. (the “Registrant”),
hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement
be accelerated to 9:00 a.m., Eastern time, on May 6, 2020, or as soon thereafter as practicable. In connection with the foregoing
request for acceleration of effectiveness, the Registrant hereby acknowledges the following:

    ●
    should
    the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the
    Commission from taking any action with respect to the filing;

    ●
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not
    relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
    Commission or any person under the federal securities laws of the United States.

Please
contact Robert L. B. Diener, Esq. of the Law Offices of Robert Diener at (808) 573-6163 (facsimile (310) 362-8887) with any questions
you may have. In addition, please notify Mr. Diener when this request for acceleration has been granted.

Very
truly yours,

    MAMAMANCINI’S
    HOLDINGS, INC.

    By:
    /S/
    Carl Wolf

    Carl
    Wolf

    Chief
    Executive Officer

    cc:
    Robert
    L. B. Diener, Esq.

CORRESP
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MamaMancini’s
Holdings, Inc.

25
Branca Road

East
Rutherford, NJ 07073

April
30, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Edward N. Kelly, Senior Counsel, Office of Manufacturing

    Re:
    MamaMancini’s
    Holdings, Inc.

    Registration
    on Form S-1

    File
    No. 333-236317

    Filed
    on February 7, 2020

Ladies
and Gentlemen:

On
behalf of the Company, we are acknowledging receipt of the Staff letter, dated March 6, 2020 addressed to Carl Wolf, the Company’s
Chief Executive Officer, with respect to the Company’s filing of its Registration Statemnt on Form S-1. The Staff letter
stated that the Registration Statement has not and will not be reviewed.

Notwithstanding,
on February 11, 2020, the Company received an e-mail communication from the Staff which, inter alia, requested that the
Company update the Registration Statement to include financial statements for the Company’s fiscal year ended January 31,
2020 and designate on the signature page the name of the person signing in the capacity of principal accounting officer.

The
Company is now filing a First Amendment to the Registration Statement which includes the January 31, 2020 audited financial statements,
addresses the issue related to the principal accounting officer and otherwise updates the Registration Statement to the date the
Amendment is being filed.

We
are assuming that the “no review” status of this Registration Statement will not be affected by this filing. Please
advise whether we can submit a request for acceleration once the First Amendment is filed.

On
behalf of the Company, we acknowledge that:

●
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

●
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

●
the company may not assert staff comments and the declaration of effectiveness 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,

    MAMAMANCINI’S
    HOLDINGS, INC.

    By:
    /s/
    Carl Wolf

    Carl
    Wolf

    Chief
    Executive Officer

    cc:
    Robert
    L. B. Diener, Esq.

March 6, 2020
Carl Wolf
Chief Executive Officer
MamaMancini's Holdings, Inc.
25 Branca Road
East Rutherford, NJ 07073
Re:MamaMancini's Holdings, Inc.
Registration Statement on Form S-1
Filed February 7, 2020
File No. 333-236317
Dear Mr. Wolf:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action, or absence of action by the staff.
            Please contact Edward M. Kelly, Senior Counsel, at (202) 551-3728 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Robert L. B. Diener, Esq.

May 28, 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.
 Form 8-K
Filed January 30 , 2013
File No. 333-174445
Form 10 -K for the fiscal year ended
December 31, 2012
Filed April 16 , 2013
File No. 333 -174445

Dear Mr. Wolf :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and a ll applicable rules require.

Sincerely,

 /s/ Susan C. Block

Susan C. Block
Attorney -Advisor

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

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

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

April 30, 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. 2 to Form 8-K
Filed April 16 , 2013
File No. 333-174445
Form 10 -K for the fiscal year ended
December 31, 2012
Filed April 16, 2013
File No. 333 -174445

Dear Mr. Wolf :

We have reviewed your response to our letter dated March 22 , 2013 and have the
following additional comments.

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 bel ieve 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 these  comments, we ma y have  additional comments.

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 .

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

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

Carl Wolf
MamaMancini’s Holdings , Inc.
April 30, 2013
Page 2

 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.

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

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.

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 t here is
no guarantee that you will be able to decrease packaging cost s and decrease the cost of
labor if demand increases.  Also clarify that there is no guarantee demand will increase.

8. We note your response to prior comment 9.  Please reconcile your stat ement in the
footnote to the table on page 21 that you do not believe slotting fees “are a 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 f or fiscal year 2013.

Liquidity and Capital Resources, 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.

Item 4.01

10. We note yo ur 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, the interim period through the date of
dismiss al.  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 a n
updated letter from your former auditor addressing your revised disclosure as an exhibit
to your Form 8 -K/A.

Carl Wolf
MamaMancini’s Holdings , Inc.
April 30, 2013
Page 3

 Exhibit 99.2

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

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 fina ncial
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

CORRESP
1
filename1.htm

     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)

March 22, 2013
Via E -mail
Carl Wolf
Chief Executive Officer
Mascot Properties, Inc.
25 Branca Road
East Rutherford, NJ 07073

Re: Mascot Properties, Inc.
 Form 8 -K
 Filed January 30, 2013
 Amendment No. 1 to Form 8-K
Filed March 11, 2013
File No. 333-174445

Dear Mr. Wolf :

We have reviewed your response to our letter dated February 26, 2013 and have the
following additional comments.

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 circumstance s 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 these  comments, we may have  additional comments.

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 wa s
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.

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.

Carl Wolf
Mascot Properties, Inc.
March 22, 2013
Page 2

 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 subseque nt period through the
date of hire  in accordance with Item 304(a)(2)  of Regulation S -K.

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.

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

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

Product Development, page 8

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

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.

Management’s Discussion and Analysis, page 21

Results of Operations for the nine months ended September 30, 2012 an d 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.

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

Carl Wolf
Mascot Properties, Inc.
March 22, 2013
Page 3

 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.

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
inves tment banking firm in connection with a stock offering.

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

CORRESP
1
filename1.htm

     CORRESP

MASCOT
PROPERTIES, INC.

25 BRANCA ROAD

EAST RUTHERFORD, NJ 07073

March
8, 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

    File No. 333-174445

Dear
Ms. Block:

By letter dated February 26, 2013,
the staff (the “Staff,” “you” or “your”) of the U.S. Securities &
Exchange Commission (the “Commission”) provided 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.

Business
of Mama Mancini’s,
page 3

1.  Please include
in a separately
captioned subsection
the disclosure relating
to description
of properties
called for
by Item
102 to Regulation
S-K.
Refer to
	Item
3 to Form 10. See
also CF
Disclosure Guidance:
Topic 1, available
on 	our website
at

    http://www.sec.gov/divisions/corpfin/guidance/cfguidance-
topic1.htm.

Response:
We have updated our disclosure accordingly.

Overview,
page 3

2.  Please
balance this section
by disclosing
your net losses
for the last
two fiscal
	years,
your negative
cash flows, and
your
net accumulated
losses.
Also, 	please
disclose that
your auditor
has expressed
substantial doubt regarding
your ability
to continue as a going
concern.

Response: The Form 8K/A has been updated to include
net losses for
the last two fiscal
years,
the negative
cash flows, and
the net
accumulated losses.
Also, we included disclosure
that our auditor
has expressed
substantial doubt regarding
our ability
to continue as a going
concern.

3.  Please
define or
clarify
what
you mean
by “all
natural” and
disclose, if true,
that there is no precise
generally
accepted or
FDA-approved
definition of
“all natural.”

Response: The United States Department
of Agriculture (the “USDA”) defines “all natural” as a product that contains no artificial ingredients,
coloring ingredients or chemical preservatives and is minimally processed. The Company’s products were submitted to the USDA
and approved as “all natural” (reference numbers 2759048, 2759049 and 2759050).

4.  Please
revise to state
as a belief
that you
market
an “upscale
line” of food
or substantiate
that statement to us.

Response: We have updated our disclosure
accordingly.

5.  Please
clarify
what is “food
to go” sections
of stores. For
example,
is the store selling
the food already
cooked
and ready
to eat or does
the consumer have
to cook or heat
it up, for instance?

Response: “Food to Go”
sections of supermarkets contain food already cooked and ready to heat for eating (in some instances no heating is required).

6.  Please clarify
by what
is meant by
the statement
that
you have
over “16,000
placements of
products,” in retail
locations. For
instance, does
this mean that your
product
can be found in over
16,000 stores?
We note your
disclosure
on page
10, as well,
that you have
over 16,000 locations
on retail shelves.
Please revise
to clarify
throughout,
as necessary.

Response: MamaMancini’s products
are located in 4,000 retail locations with an average of four different items per retail location totaling 16,000 spots on shelves
in the 4,000 retail locations.

Product
Development,
page
8

7.  Please
clarify
if these
to be developed
products are
to be developed
pursuant to the Development
and License
agreement
or if they
are
considered
“Other Products,”
under that agreement.
Also, clarify
if these
products
are also
based upon Ms. Mancini’s
traditional recipes or
advise.

Response: The products under development
are both based upon Ms. Mancini’s traditional recipes and new recipes derived from the original recipes. All products currently
under development are included in the Development and License Agreement.

Key
Product Attributes,
page 9

8.  Please
substantiate that
your ingredients
are
of the “highest
quality”
and provide us with
the basis for
your belief
that customers
view your
products “as
a healthy
alternative.”
In the alternative,
please
revise
to clarify
those statements
are your
beliefs.

Response: MamaMancini’s believes
its ingredients are high quality. The Company’s products are made from high quality components which are more costly than
components we can substitute in our products. We use only domestic inspected beef, turkey, pork and chicken, whole Italian tomatoes,
only genuine Imported Pecorino Romano, real eggs and other ingredients which are “all natural” (see definition above”).
We consider our products to be a healthy alternative to many fully processed foods in the marketplace which may contain artificial
ingredients such as meat extenders and imported beef.

Market
Size,
page 9

9.  Please
describe
the market
for specialty
prepared
and frozen
foods and provide
market data
to the extent available.

Response: We have updated our disclosure
accordingly.

10.  We
note you provide
data
as of 2009. Please
update that
to a more recent
date, to the extent
practicable.

Response: We have updated our disclosure
accordingly.

Sales,
Marketing,
and Distribution, page
10

11.  Please
disclose the geographic
scope of
your product
distribution and whether
there are any
states that comprise
greater
than ten percent
of your
sales.

Response: MamaMancini’s products
are mainly sold in the Middle Atlantic States and Florida, accounting for over 70% of its sales.

USDA approval
/ Regulations,
page
11

12.  Please
discuss the USDA or FDA
regulations applicable
to the manufacturing
and sale
of “natural”
and “all
natural”
products.
Please
add a risk
factor describing
the risks in the event
the FDA was
to determine
that your characterization
of a product
as “all natural”
is misleading.

Response: We have revised our disclosure
accordingly.

Growth
Plan, page 11

13.  Please
                                                                                                                                              revise each of
                                                                                                                                              the bullet points on this page to
                                                                                                                                              disclose the estimated
                                                                                                                                              budget for each component
                                                                                                                                              of your growth
                                                                                                                                              plan. Please also discuss
                                                                                                                                              the material
                                                                                                                                              steps of each of
                                                                                                                                              these plans and time frames
                                                                                                                                              for any necessary
                                                                                                                                              steps. Please
                                                                                                                                              also balance the disclosure to
                                                                                                                                              indicate the need
                                                                                                                                              for any additional financing
                                                                                                                                              to complete the goals.  If financing
                                                                                                                                              is not currently available
                                                                                                                                              to you,
                                                                                                                                              please also make
                                                                                                                                              that clear in this section.
                                                                                                                                              Provide similar balancing
                                                                                                                                              disclosure, as applicable
                                                                                                                                              to your
                                                                                                                                              Product Development
                                                                                                                                              discussion, at page
                                                                                                                                              8.

Response: We have revised our disclosure
accordingly.

Risk Factors,
page 12

14.  Please
add a risk factor describing
the risks that, because
consumers of
prepared
and frozen
products tend
to be price
conscious, they
may
be less willing
to pay for
your gourmet
products during
economic downturns
and you
may be
unable to pass higher
commodity
and transportation
costs onto consumers or advise
why
you do not think that
is necessary.

Response: We have updated our disclosure
accordingly.

We
will need additional capital,
page
12

15.  Please
revise here and
in your
Overview section
to disclose the estimated
amount of additional capital
to implement your
growth plan
and to satisfy
other cash needs
for the next
12 months.

Response: The Company believes that
it has adequate financing through September 30, 2013 to execute its current growth plan. However, in the case that the Company
exceeds its expected growth, we would need to raise additional capital. There can be no assurances that we can secure additional
financing on terms and conditions acceptable to the Company.

There
is serious doubt regarding
our ability
to continue
as a going concern,
page 13

16.  Please
revise to clarify
that
your auditor
has expressed
substantial doubt regarding
your ability
to continue as a going
concern.

Response: We have revised our disclosure
accordingly.

All
of our manufacturing
is outsourced, page
13

17.  Please
describe
in a separate
risk factor,
with its own risk
factor subheading,
any
risks related to
you being
dependent
on a related
party
to manufacture
your product.
 In this risk factor,
address
any
risks that
may arise
at the end
date of the supply
and management
agreement
with HDU, if applicable.

Response: We have revised our disclosure
accordingly.

There
has been
a limited trading
market, page
18

18.  Please
disclose which OTC Marketplace
tier you
anticipate
being
quoted on. Please
indicate the symbol
under which
your Common Stock is or has been
quoted on the OTC Markets.
 If
applicable, please
also provide the
most recent sales price
and date
of trade.
Similarly
provide the symbol,
last date of trade
and price
under the Risk Factor,
“Our common
stock is considered
a penny
stock,”
at page
17.

Response: We have updated our disclosure
accordingly.

If
we fail to establish and maintain
an effective
internal
control system,
page 18

19.  We
note your
reference
to any
“current
internal
control deficiencies.”

    Please
discuss the risks of any
known internal
control deficiencies
or advise.

Response: We have updated our disclosure
accordingly.

Management’s
Discussion and Analysis
of Financial Condition and Plan
of Operation, page 19

20.  Please
revise the first sentence
of the introductory
paragraph
to remove the
implication that the statutory
safe harbor
is available
for forward-looking
statements
made by
you.  In
this regard, please
move “within the meaning
of the federal
securities laws”
or revise to state
that the safe harbors
are not available
to you.
We note that
the statutory
safe harbor
is not available
for forward-looking
statements
made by
issuers of penny
stock.
See Section 21E(b)(1)(C)
of the
Securities Exchange
Act of 1934.

Response: We have updated our disclosure
accordingly.

Results
of Operations
for the Nine-Months
Ended September
30, 2012 and
2011, page 19

21.  Please
briefly
describe
slotting fees
and discuss the
practices
in your market
segment with respect
to the payment
of slotting allowances,
pay-to-stay
fees, or other
promotional consideration
to introduce new products
or to introduce products
to new retailers.
 In the discussion, generally
discuss whether or
not you
anticipate
needing
to pay slotting
fees going
forward.
Please
discuss whether
you are
limited by
size or financial
position in your
ability
to pay slotting
allowances
or similar consideration
to introduce products
and whether this presents
a significant
obstacle to your
ability
to expand
your product
placement. To the
extent material,
please revise
the second
risk factor
on page
14 to describe
the attendant
risks.

Response: Slotting fees are required
in new placements with some, but not a majority of supermarket chains that the Company does business with. They are negotiated
with each chain depending upon the expected return to the Company.  We believe that we have successfully negotiated such
slotting fees to a relatively low expense.  We have taken into account future fees currently being negotiated in preliminary
negotiations for new placements.  We do not believe our size or financial limitations are an impediment to being able to pay
such slotting fees.  We expense these fees as incurred and do not believe they are a major cost to the growth of the
Company.

Gross
Profit, page
20

22.  We
assume your
description of a
1% decrease
in gross profit
is intended to describe
the decrease
in gross profit
margin.
If our understanding
is correct,
please revise
your disclosure in both interim
and annual
comparative
discussions in future filings.

Response: The Form 8K/A has been
revised to further disclose the decrease in gross profit margin.

Operating
Expenses, page
20

23.  Please
revise your
disclosure in future filings
to include the facts
and circumstances
surrounding each
increase
cited.
Please include
a draft of
your proposed
revised disclosure for
both the interim
and annual
discussions.

Response: The Form 8K/A has been
revised to further disclose the facts
and circumstances
surrounding each
increase
cited.

Liquidity
and Capital Resources,
page 21

24.  Refer
to the final
paragraph
on page 22.
Please specifically
state that the auditors’
report expressed
substantial doubt as to
your ability
to continue as a
going concern.
Filings with such
accountants’ reports
must contain appropriate
and prominent
disclosure
of financial
difficulties as well
as

February 26, 2013
Via E -mail
Carl Wolf
Chief Executive Officer
Mascot Properties, Inc.
25 Branca Road
East Rutherford, NJ 07073

Re: Mascot Properties, Inc.
 Form 8-K
Filed January  30, 2013
File No. 333-174445

Dear Mr. Wolf :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

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 circumstance s 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 these  comments, we may have  additional comments.

Business of MamaMancini’s, page 3

1. Please include in a separately captioned subsection the disclosure relating to description
of properties called for by Item 102 to Regulation S -K.  Refer to Item 3 to Form 10.  See
also CF Disclosure Guidance: Topic 1, available on o ur website at
http://www.sec.gov/divisions/corpfin/guidance/cfguidance -topic1.htm .

Overview, page 3

2. Please balance this section by disclosing your net losses for the last two fiscal years, your
negative cash flows, and your net accumulated losses.  Als o, please disclose that your
auditor has expressed substantial doubt regarding your ability to continue as a going
concern.

3. Please define or clarify what you mean by  “all natural” and disclose, if true, that there is
no precise generally accepted or FDA -approved definition of “all natural.”

Carl Wolf
Mascot Properties, Inc.
February 26, 2013
Page 2

 4. Please revise to state as a belief that you market an “upscale line” of food or substantiate
that statement to us.

5. Please clarify what is “food to go” sections of stores.  For example, is the store selling the
food already cooked and ready to eat or does the consumer have to cook or heat it up, for
instance?

6. Please clarify by what is meant by the statement that you have over “16,000 placements
of products,” in retail locations.  For instance, does this mean that yo ur product can be
found in over 16,000 stores?  We note your disclosure on page 10, as well, that you have
over 16,000 locations on retail shelves.  Please revise to clarify throughout, as necessary.

Product Development, page 8

7. Please clarify if these to  be developed products are to be developed pursuant to the
Development and License agreement or if they are considered “Other Products,” under
that agreement.  Also, clarify if these products are also based upon Ms. Mancini’s
traditional recipes or advise.

Key Product Attributes, page 9

8. Please substantiate that your ingredients are of the “highest quality” and provide us with
the basis for your belief that customers view your products “as a healthy alternative.”  In
the alternative, please revise to clarify those statements are your beliefs.

Market Size, page 9

9. Please describe the market for specialty prepared and frozen foods and provide market
data to the extent available.

10. We note you provide data as of 2009.  Please update that to a more recen t date, to the
extent practicable.

Sales, Marketing, and Distribution, page 10

11. Please disclose the geographic scope of your product distribution and whether there are
any states that comprise greater than ten percent of your sales.

USDA approval / Regu lations, page 11

12. Please discuss the USDA or FDA regulations applicable to the manufacturing and sale of
“natural” and “all natural” products.   Please add a risk factor describing the risks in the
event the FDA w as to determine that your characterization  of a product as “all natural” is
misleading.

Carl Wolf
Mascot Properties, Inc.
February 26, 2013
Page 3

 Growth Plan, page 11

13. Please revise each of the bullet points on this page to disclose the estimated budget for
each component of your growth plan.  Please also discuss the material steps of each of
these plan s and timeframes for any necessary steps.  Please also balance the disclosure to
indicate the need for any additional financing to complete the goals.  If financing is not
currently available to you, please also make that clear in this section.  Provide si milar
balancing disclosure, as applicable to your Product Development discussion, at page 8.

Risk Factors, page 12

14. Please add a risk factor describing the risks that, because consumers of prepared and
frozen products tend to be price conscious, they may be less willing to pay for your
gourmet products during economic downturns and you may be unable to pass higher
commodity and transportation costs onto consumers or advise why you do not think that
is necessary.

We will need additional capital, page 12

15. Please revise here and in your Overview section to disclose the estimated amount of
additional capital to implement your growth plan and to satisfy other cash needs for the
next 12 months.

There is serious doubt regarding our ability to continue as a going concern, page 13

16. Please revise to clarify that your auditor has expressed substantial doubt regarding your
ability to continue as a going concern.

All of our manufacturing is outsourced, page 13

17. Please describe in a separate risk factor, with it s own risk factor subheading, any risks
related to you being dependent on a related party to manufacture your product.  In this
risk factor, address any risks that may arise at the end date of the supply and management
agreement with HDU, if applicable.

There has been a limited trading market, page 18

18. Please disclose which OTC Marketplace tier you anticipate being quoted on.  Please
indicate the symbol under which your Common Stock is or has been quoted on the OTC
Markets.  If applicable, please also prov ide the most recent sales price and date of trade.
Similarly provide the symbol, last date of trade and price under the Risk Factor, “Our
common stock is considered a penny stock,” at page 17.

Carl Wolf
Mascot Properties, Inc.
February 26, 2013
Page 4

 If we fail to establish and maintain an effective internal c ontrol system, page 18

19. We note your reference to any “current internal control deficiencies.”  Please discuss the
risks of any known internal control deficiencies or advise.

Management’s Discussion and Analysis of Financial Condition and Plan of Operatio n, page 19

20. Please revise the first sentence of the introductory paragraph to remove the implication
that the statutory safe harbor is available for forward -looking statements made by you.  In
this regard, please move “within the meaning of the federal sec urities laws” or revise to
state that the safe harbors are not available to you.  We note that the statutory safe harbor
is not available for forward -looking statements made by issuers of penny stock.  See
Section 21E(b)(1)(C) of the Securities Exchange Ac t of 1934.

Results of Operations for the Nine -Months Ended September 30, 2012 and 2011, page 19

21. Please briefly describe slotting fees and discuss the practices in your market segment
with respect to the payment of slotting allowances, pay -to-stay fees, o r other promotional
consideration to introduce new products or to introduce products to new retailers.  In the
discussion, generally discuss whether or not you anticipate needing to pay slotting fees
going forward.  Please discuss whether you are limited b y size or financial position in
your ability to pay slotting allowances or similar consideration to introduce products and
whether this presents a significant obstacle to your ability to expand your product
placement.  To the extent material, please revise  the second risk factor on page 14 to
describe the attendant risks.

Gross Profit, page 20

22. We assume your description of a 1% decrease in gross profit is intended to describe the
decrease in gross profit margin.   If our understanding is correct, please revise your
disclosure in both interim and annual comparative discussions in future filings.

Operating Expenses, page 20

23. Please revise your disclosure in future filings to include the facts and circumstances
surrounding each increase cited.  Please inclu de a draft of your proposed revised
disclosure for both the interim and annual discussions.

Liquidity and Capital Resources, page 21

24. Refer to the final paragraph on page 22.  Please specifically state that the auditors’ report
expressed substantial doubt  as to your ability to continue as a going concern.  Filings with
such accountants’ reports must contain appropriate and prominent disclosure of financial
difficulties as well as viable plans to overcome these difficulties. Refer to Section 607.02

Carl Wolf
Mascot Properties, Inc.
February 26, 2013
Page 5

 of the F inancial Reporting Codification as well as AU 341.10 for guidance.   Similar
revisions should be made to your disclosure in the Footnote 3 on page F -10 to the
quarterly financial statements and F -9 of the annual financial statements included as
Exhibit 99.2 .

Item 5.02 Departure of Directors or Principal Officers, page 32

(d) Appointment of Officers, page 33

25. Please remove ticker symbols from the biography of Carl Wolf.

Exhibit 99.2

Annual Financial Statements of MamaMancini’s, LLC

Note 9 – Member’s Eq uity, page F -22

26. We note that, although you have reflected the March 2012 exchange of units for common
stock retrospectively and included appropriate disclosure in your September 30, 2012
interim financial statements, the December 31, 2011 and 2010 audited  annual financial
statements, for which the opinion is dated February 3, 2012, do not reflect or discuss the
exchange.   We assume that, as the interim financial statements retrospectively reflect this
change, your upcoming Form 10 -K for the year ended Dece mber 31, 2012 will also
retrospectively reflect the exchange.   We also assume that, to the extent reissuance is
required prior to the issuance of the upcoming 10 -K, such as in the case those  financial
statements are required to be included or incorporated by reference into a registration or
proxy statement, they will be revised to retrospectively reflect the exchange.

27. As a related matter, reference is made to the subsequent event footnote included in the
interim financial statements on page F -18.  Please explain to us in your response why the
private placement completed on December 5, 2012 is not disclosed in this
footnote.   Reference is made to the second paragraph in Item 1.01 to the Form 8 -K.

We urge all persons who are responsible for the accuracy and  adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relatin g to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for th e adequacy and accuracy of the disclosure in the filing;

Carl Wolf
Mascot Properties, Inc.
February 26, 2013
Page 6

  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

 the company may not assert staff comment s as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Amy Geddes at (202) 551 -3304  or Margery Reich  at (202) 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

CORRESP
1
filename1.htm

Mascot
Properties, Inc.

7985
113th Street, Suite 220

Seminole,
FL 33772

January
8 , 2013

Sonya
Barros

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Mascot
    Properties, Inc.

    Post-Effective
    Amendment No.1 to Registration Statement on Form S-1

    Filed
    December 18, 2012

    File
    No. 333-174445

Dear
Ms. Barros:

By
phone call on December 21, 2012, the staff (the “Staff,” “you” or “your”)
of the U.S. Securities & Exchange Commission (the “Commission”) provided Mascot Properties, Inc. (the “Company,”
“we,” “us” or “our”) with verbal comments to the Company’s Post
– Effective Amendment No.1 to Registration Statement on Form S-1filed on December 18,
2012 (the “Post-Effective Amendment”). The Company was asked to state whether or not there had been any sales
of securities under its Registration Statement on Form S-1 originally filed with the Commission on May 24, 2011 and declared effective
on September 16, 2011 (the “Registration Statement”). The Company hereby represents that no sales of securities
were made under the Registration Statement. Further, the Company has furnished Exhibit 101 to the Post-Effective Amendment
in accordance with Rule 405 of Regulation S-T.

Very
Truly Yours,

    /s/
    David Dreslin

    David
    Dreslin

    Chief
    Executive Officer

    Mascot
    Properties, Inc.

CORRESP
1
filename1.htm

    Unassociated Document

MASCOT PROPERTIES, INC.

7985 113th STREET, SUITE 220

SEMINOLE, FL 33772

(727) 393-7439

September 14, 2011

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE.

Washington, D.C. 20549

Attn: Adam Turk

Re:

Mascot Properties, Inc.

Amendment No. 4 to Registration Statement on Form S-1

Filed September 9, 2011

File No. 333-174445

Dear Mr. Turk:

Mascot Properties, Inc. (the “Company”) respectfully requests, pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), that the U.S. Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement so that it may become effective at 12:00 p.m., Eastern Daylight Time, on Friday September 16, 2011, or as soon thereafter as practicable.  The Company would also appreciate telephone notice of such effectiveness to Lawrence Metelitsa at (732) 395-4400.

In connection with the Company’s request for acceleration of effectiveness of the above-referenced Registration Statement, the Company acknowledges the following:

(1)

Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

(2)

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

(3)

The Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States.

Very truly yours,

MASCOT PROPERTIES, INC.

By:

/s/ David Dreslin

Name: David Dreslin

Title: Chief Executive Officer

September 6, 2011
 Via E-mail

David Dreslin Chief Executive Officer  Mascot Properties, Inc. 7985 113th Street, Suite 220 Seminole, FL 33772
Re: Mascot Properties, Inc.
  Amendment No. 3 to Registra tion Statement on Form S-1
Filed August 24, 2011
  File No. 333-174445

Dear Mr. Dreslin:
 We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. Please update your financial statements in a ccordance with Rule 8-08 of Regulation S-X.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

David Dreslin
Mascot Properties, Inc. September 6, 2011 Page 2
 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Wilson Lee at (202) 551-3468 or Jessica Barberich at (202) 551-3782 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Adam F. Turk at (202) 551-3657 or me  at (202) 551-3233 with any other questions.

Sincerely,
   /s/ Tom Kluck
Tom Kluck Legal Branch Chief
 cc:  Lucosky Brookman LLP
 Via E-Mail

August 19, 2011
 Via E-mail

David Dreslin Chief Executive Officer  Mascot Properties, Inc. 7985 113th Street, Suite 220 Seminole, FL 33772
Re: Mascot Properties, Inc.
  Amendment No. 2 to Registra tion Statement on Form S-1
Filed August 10, 2011
  File No. 333-174445

Dear Mr. Dreslin:
 We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note that your website, www.MascotUniver sityHousing.com, has been suspended as
of the date of this letter.  Please revise th e prospectus to remove the references to your
website or advise.
2. We note your response to comment 6 in our  letter dated July 29, 2011.  Given your
response, please revise the prospectus to cl early identify Mr. Dreslin as your founder and
state, if true, that Mr. Dreslin has receiv ed nothing of value from the company since
inception.  We note that Mr. Dreslin is the beneficial owner of 80,004,000 shares in the
company.

David Dreslin
Mascot Properties, Inc. August 19, 2011 Page 2
 Exhibit 5.1

3. Please note that counsel may not limit the lega lity opinion to only st atutory law.  Please
have counsel revise the opinion to opine upon the applicable statut ory provisions, any
applicable rules and regulations underlying t hose provisions, and appl icable judicial and
regulatory determinations for the state of Nevada.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

David Dreslin
Mascot Properties, Inc. August 19, 2011 Page 3
 You may contact Wilson Lee at (202) 551-3468 or Jessica Barberich at (202) 551-3782 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Adam F. Turk at (202) 551-3657 or me  at (202) 551-3233 with any other questions.

Sincerely,
   /s/ Tom Kluck
Tom Kluck Legal Branch Chief
 cc:  Lucosky Brookman LLP
 Via E-Mail

July 29, 2011

 Via E-Mail

David Dreslin Chief Executive Officer  Mascot Properties, Inc. 7985 113th Street, Suite 220 Seminole, FL 33772
Re: Mascot Properties, Inc.
  Amendment No. 1 to Registra tion Statement on Form S-1
Filed July 13, 2011
  File No. 333-174445

Dear Mr. Dreslin:
 We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  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 re gistration statement and the information you
provide in response to these comments , we may have additional comments.
General

1. We note your response to comment 1 in our lett er dated June 20, 2011.  We also note that
Gulf Shores Investments, Inc., a company in  which David Dreslin was the president and
CFO, recently entered into a stock purchase agreement and change of control.  In the
forepart of this prospectus, pl ease include an affirmative stat ement to make clear that the
company has no present plans to be acquired or  to merge with anot her company nor does
the company, nor any of its shareholders, have plans to enter into a change of control or
similar transaction.  Also pl ease tell us how your respons e is consistent with your
disclosure in Note 2 to your  Financial Statements that th e company is actively seeking
merger partners and strategic alliances in or der to accelerate its grow th in the industry.

David Dreslin
Mascot Properties, Inc. July 29, 2011 Page 2

Description of Business, page 19

2. We note your response to comment 4 in our le tter dated June 20, 2011.  Where applicable,
please revise your registration st atement to properly attribute your assertions within this
section to the studies listed in response to comment 3.
Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
22
Plan of Operation, page 23
3. We note your disclosure on page 24 that “[o] ver the next twelve months following the
Offering the Company intends  to contract at least ten suitable properties for
management.”  Since this is a resale offeri ng with no proceeds being raised, it is unclear
why the company must wait until after the offeri ng to enter into these contracts.  Please
advise or revise your disclo sure as necessary.
4. We note your disclosure on page 23 and else where in the MD&A s ection, that “[t]he
majority shareholder has committed to cove r any cash shortfalls of the Company.”
Please reconcile this statement with your disc losure on page 23 and elsewhere that “[i]f
we are unable to satisfy our cash requiremen ts, we may be unable to proceed with the
Offering and our plan of operation.”  Pleas e clearly indicate wh ether the majority
shareholder will provide the necessary cas h to implement your business plan.
Capital Resources and Liquidity, page 26
5. We note that your disclosure that you have  $17 cash on hand as of March 31, 2011 and
your statement that you do not believe that you have enough cash to support your daily
operations while attempting to commence opera tions.  We also note that you will need
$49,000 to implement your business plan, $10,0 00 to complete this offering, and $39,000
to cover marketing and operational expenses  over the next 12 months.  Please clearly
indicate the company’s plan to obtain sufficient cash to meet its expenses and to
implement its business plan.  If you intend to ra ise capital, please explain.  If the majority
shareholder will provide all of the funding noted  above, please clearl y state this in the
prospectus.
Directors, Executive Officers, Promoters and Control Persons, page 27
6. We note your response to comment 13 in our letter dated June 20, 2011 and we reissue
our comment.  Please note that Rule 405 of Regulation C defines a promoter to include
any person who directly or i ndirectly took the in itiative in founding and organizing the
business or enterprise of the issuer.  Please revise this s ection to identify your promoters
and state the amount of anything of value received by your promoter in connection with this offering.  See Item 404(c) of Regulation S-K.

David Dreslin
Mascot Properties, Inc. July 29, 2011 Page 3
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
You may contact Wilson Lee at (202) 551-3468 or Jessica Barberich at (202) 551-3782 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Adam F. Turk at (202) 551-3657 or me  at (202) 551-3233 with any other questions.

Sincerely,
   /s/ Tom Kluck
Tom Kluck Legal Branch Chief
 cc:  Joseph M. Lucosky
Lucosky Brookman LLP
 Via E-mail

June 20, 2011

 Via E-Mail

David Dreslin Chief Executive Officer  Mascot Properties, Inc. 7985 113th Street, Suite 220 Seminole, FL 33772
Re: Mascot Properties, Inc.
  Registration Statement on Form S-1
Filed May 24, 2011
  File No. 333-174445

Dear Mr. Dreslin:
 We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  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 re gistration statement and the information you
provide in response to these comments , we may have additional comments.
General

1. Section (a)(2) of Rule 419 defines a blank ch eck company as a comp any that is issuing
penny stock that is “a development stage comp any that has no specific business plan or
purpose or has indicated that its business plan is to engage in  a merger or acquisition with
an unidentified company or companies, or othe r entity.”  In discussing this definition in
the adopting release, the Commission stated that it would “scrutinize … offerings for
attempts to create the appearance that the re gistrant … has a specific business plan, in an
effort to avoid the application of Rule  419.”  See Securities Act Release No. 33-6932
(April 28, 1992).

David Dreslin
Mascot Properties, Inc. June 20, 2011 Page 2
 Your disclosure indicates that you are a de velopment stage company with the principal
business objective of ma naging real estate properties.  However, your disclosure shows
that you had no assets as of March 31, 2011, other than cash of $17, no revenues, no
operations and no contracts regarding the co mpany’s proposed business.  Furthermore,
you are not raising any funds in this offering and have no specific plans to obtain
financing.   In addition, the costs of this o ffering are $31,528.  It is uncertain from your
disclosure whether the company will be able  to implement a business plan based on the
amount of its current cash position.  Furtherm ore, the company lacks a specific plan of
operations for the next twelve months.
In view of the foregoing, it a ppears that your proposed busin ess may be commensurate in
scope with the uncertainty ordinarily associated with a blank check company.
Accordingly, please revise your disclosure  throughout your registration statement to
comply with Rule 419 of Regulation C or s upplementally provide a detailed explanation
as to why Rule 419 does not apply to this o ffering.  If you believe that you do not fall
within the definition of a blank check comp any, appropriate disclosure to demonstrate
your status as a non-blank check company should be  included in the pros pectus as well as
a specific business plan.  Please refer to Item 101(a)(2) of Regulation S-K.  We offer the
following comments to help you revise your disclosure.
2. Please provide us with copies  of all graphics, maps, photogr aphs, and related captions or
other artwork including logos th at you intend to use in the pr ospectus.  Such graphics and
pictorial representations should not be included in any prelim inary prospectus distributed
to prospective investors prior to th e time we complete our review.
3. Please provide us with highlighted copies of any study or report that you cite or on which
you rely. Confirm that the industry reports or studies that you re ly on were publicly
available and not prepared for you and that  you did not compensate the party that
prepared these reports or studies.  Alternat ively, please file consents for the parties
providing this data as exhibits to the registration statement.
4. Please provide supplemental support for your  factual assertions. Clearly mark the
supplemental materials to highlight the sp ecific information you believe supports the
statement referenced.  For example purposes only, we note the following statements:
 “Research has shown that stud ent housing tends to rent at  a premium compared with
conventional apartment communities,” page 19;
 “$2,000 monthly rent may be as much as 30% higher than the apartment norm for a
particular geographic area,” page 19;
 “Parents typically guarantee rents and pay hi gher security deposits to ensure safe
housing with amenities that studen ts can enjoy,” page 19; and
 “Properties in this marketpl ace are selling at an averag e of 33% below 2007 property
values,” page 21.

David Dreslin
Mascot Properties, Inc. June 20, 2011 Page 3
 5. We note your reference throughout the regi stration statement to management’s
experience in real estate.  In the busine ss section or elsewhere, please describe
management’s specific real estate expe rience that supports such statements.
Prospectus Cover Page

6. Please revise the cover page to reference th e applicability of the penny stock rules to
transactions in your securities  and include such disclosure  in your prospectus summary.
Prospectus Summary, page 5
7. We note the discussion of your business.  Pl ease balance your disclo sure in the summary
by discussing your competitive weaknesses a nd risks associated w ith your business and
the offering.  In particular, please include a di scussion of the most si gnificant risk factors
associated with an investment in your securi ties, including your lack of operating history,
the fact that you have not yet generated any revenues, and the going concern opinion
issued by your auditors, including a brief explan ation of its relevance to investors.  In
addition, please disclose, if true, that you need additional sources of funding before you
can begin operations and that you have not identified any sources for this funding.
The Offering, page 6
8. Please revise your terms of the offering section to state that your selling shareholders will
sell their shares at a fixed pri ce until such time that the shares  are listed on the OTC-BB.
Risk Factors
9. We note your disclosure on page 14 that you in tend to apply for a listing on the OTC-BB
concurrently with the filing of this regist ration statement.  Please add a risk factor
describing how you may fail to qualify fo r a listing on the OTC-BB and that you may
have difficulty in finding a ma rket maker willing to file an  application on your behalf.
Description of Business, page 20
10. We note that you do not have any employees ot her than your officer.  Please revise to
discuss how you will carry out your business operations, including the supply of your
services, in light of your st affing situation.  Also, please revise to discuss how the
experience of your current staff is adequate to  provide the services you reference in this
section.

David Dreslin
Mascot Properties, Inc. June 20, 2011 Page 4
 Management’s Discussion and Analysis of Financial Condition and Result of Operations

Plan of Operation, page 23
11. Please provide a more specific description of  the company’s plan of operations for the
next twelve months as requi red by Item 101(a)(2) of Regula tion S-K.  Specifically, please
include detailed milestones and the anticipat ed time frame for beginning and completing
each milestone, the estimated expenses associ ated with each milestone and the expected
sources of such funding.  Please explain how the company intends to meet each of the
milestones if it cannot receive funding.
Directors, Executive Officers, Promoters and Control Persons, page 26
12. Please disclose the business experience of Davi d Dreslin for the past five years, including
his principal occupation and employment, dates of empl oyment, and the names and
principal business of any company in whic h his employment was carried out.  For
example, it appears that Mr. Dreslin was the pr esident and chief financ ial officer of Gulf
Shores Investment Inc.  Please describe his activities at Gulf Shores and the principal
business of the company that was carried out.  See Item 401(e) of Regulation S-K.
13. Please revise this section to identify your promoters and stat e the amount of anything of
value received by your promoter in connection with this offering.  See Item 404(c) of Regulation S-K
Employment Agreements, page 27

14. Please tell us whether Mr. Dreslin is enti tled to any compensation in the event of a
change in control or a change in his responsibil ities.  If so, please provide the information
required by Item 402(q)(2) of Regulation S-K.
Part II. Information Not Required In Prospectus
Recent Sales of Unregister ed Securities, page II-1
15. With regard to the 39 investors who purc hased shares in your June 10, 2010 Regulation
D, Rule 506 offering, please revise this secti on to name the persons or identify the class
of persons to whom the securities were sold.
Exhibits
Exhibit 5.1
16. We note that counsel has opined that when i ssued and delivered as contemplated by the
Registration Statement, the common shares will be validly issued, fully paid, and non-
assessable.  We also note that all of the sh ares being sold in the offering are already
issued and outstanding.  Therefore, please have  counsel revise the legal opinion to opine
on whether your shares are validly issued.

David Dreslin
Mascot Properties, Inc. June 20, 2011 Page 5
 17. We note that counsel states that it relied so lely upon, without indepe ndent verification or
investigation of the accuracy  or completeness of all wr itten statements and other
information of or from public officials, o fficers or other representatives of the Company
and others.  Please have couns el revise for consistency w ith the prior paragraph which
states that counsel examined, among other things, the articles of  incorporation, the
bylaws and resolutions adopted by the board of directors.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

David Dreslin
Mascot Properties, Inc. June 20, 2011 Page 6
 You may contact Wilson Lee at (202) 551-3468 or Jessica Barberich at (202) 551-3782 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Adam F. Turk at (202) 551-3657 or me  at (202) 551-3233 with any other questions.

Sincerely,
   /s/ Tom Kluck
Tom Kluck Legal Branch Chief
 cc:  Joseph M. Lucosky
Lucosky Brookman LLP
 Via E-mail