UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 3
Name of Issuer: Crumbs Bake Shop, Inc.
Title of Class of Securities: Common Stock, par value $.0001 per share
CUSIP Number: 228803102
(Date of Event Which Requires Filing of this Statement)
March 02, 2012
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP Number: 228803102
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Peter A. Wright
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
0
6. Shared Voting Power:
576,100
7. Sole Dispositive Power:
0
8. Shared Dispositive Power:
576,100
9. Aggregate Amount Beneficially Owned by Each Reporting Person
576,100
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
11. Percent of Class Represented by Amount in Row (9)
10.2%
12. Type of Reporting Person
IN
2
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CUSIP Number: 228803102
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
P.A.W. Small Cap Partners, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
0
6. Shared Voting Power:
300,000
7. Sole Dispositive Power:
0
8. Shared Dispositive Power:
300,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
300,000
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
11. Percent of Class Represented by Amount in Row (9)
5.4%
12. Type of Reporting Person
PN
3
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CUSIP Number: 228803102
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
P.A.W. Capital Corp.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
0
6. Shared Voting Power:
576,100
7. Sole Dispositive Power:
0
8. Shared Dispositive Power:
576,100
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
576,100
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
11. Percent of Class Represented by Amount in Row (9)
10.2%
12. Type of Reporting Person
CO
4
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Item 1(a) Name of Issuer: Crumbs Bake Shop, Inc.
(b) Address of Issuer's Principal Executive Offices:
110 West 40th Street
Suite 2100
New York, NY 10018
Item 2(a) - (c). Name, Principal Business Address, and Citizenship of Persons Filing:
Peter A. Wright
c/o P.A.W. Capital Corp.
4 Greenwich Office Park, 3rd Floor
Greenwich, CT 06831
P.A.W. Capital Corp.
4 Greenwich Office Park, 3rd Floor
Greenwich, CT 06831
P.A.W. Small Cap Partners, L.P.
4 Greenwich Office Park, 3rd Floor
Greenwich, CT 06831
Peter A. Wright - United States citizen
P.A.W. Capital Corp. - Delaware Corporation
P.A.W. Small Cap Partners, L.P. Delaware
(d) Title of Class of Securities: Common Stock par value $.0001 per share
(e) CUSIP Number: 228803102
Item 3. If this statement is filed pursuant to Rule
13d-1(b)(1) or 13d-2(b) or (c) check whether the person
filing is:
(a) / / Broker or dealer registered under Section 15 of the Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
(c) / / Insurance Company as defined in
Section 3(a)(19) of the Act,
(d) / / Investment Company registered under Section 8 of the Investment Company Act,
(e) / / Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,
(f) / / Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund,
(g) / / Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G),
(h) / / Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act,
(i) / / Church plan excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act,
(j) / / Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
If this statement is filed pursuant to Rule 13d-1(c), check this box. /X/
Item 4. Ownership.
(a) Amount Beneficially Owned: 576,100 shares owned by Peter A. Wright; 576,100 shares owned by P.A.W. Capital Corp.; 300,000 shares owned by P.A.W.
Small Cap Partners, L.P.
(b) Percent of Class: 10.2% owned by Peter A. Wright; 10.2% owned by P.A.W. Capital Corp.; 5.4% owned by P.A.W. Small Cap Partners, L.P.
(c) P.A.W. Capital Corp.: 576,100 shares with shared power to vote or to direct the vote; 0 shares with sole power to vote or to direct the vote; 576,100 shares with shared power to dispose or to direct the disposition of; 0 shares with the sole power to dispose or to direct the disposition of
Peter A. Wright: 576,100 shares with shared power to vote or to direct the vote; 0 shares with sole power to vote or to direct the vote; 576,100 shares with shared power to dispose or to direct the disposition of; 0 shares with the sole power to dispose or to direct the disposition of
P.A.W. Small Cap Partners, L.P.: 300,000 shares with shared power to vote or to direct the vote; 0 shares with sole power to vote or to direct the vote; 300,000 shares with shared power to dispose or to direct the disposition of; 0 shares with the sole power to dispose or to direct the disposition of
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the
Parent Holding Company or Control Person.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of the Group.
N/A
Item 10.
Certification for Rule 13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
__/s/ Peter Wright*_______ Peter A. Wright |
P.A.W. CAPITAL CORP.*
By:
___/s/ Peter Wright___________ Peter A. Wright President April 25, 2012 __________________ Date |
*The Reporting Persons disclaim beneficial ownership over the securities reported herein except to the extent of the Reporting Persons' pecuniary interest therein.
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
AGREEMENT
The undersigned agree that this Amendment No. 3 to Schedule 13G dated April 25, 2012 relating to the Common Stock, par value $.0001 per share of Crumbs Bake Shop, Inc. shall be filed on behalf of the undersigned.
___April 25, 2012_______________
(date)
__/s/ Peter Wright______________ Peter A. Wright P.A.W. CAPITAL CORP. |
By:
__/s/ Peter Wright_____________ Peter A. Wright President |
SK 00123 0001 1285531