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)
