P.A.W. Capital Corp – ‘SC 13G/A’ on 4/25/12 re: Crumbs Bake Shop, Inc.

On:  Wednesday, 4/25/12, at 5:15pm ET   ·   Accession #:  949853-12-8   ·   File #:  5-85485

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Amendment to Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Paw Filing 13G 04 25 2012                              9     27K 

Document Table of Contents

SC 13G/A
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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).                                                                         

SC 13G/A
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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                                                          

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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                                                          

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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                                                          

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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,                                       

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(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                                                           

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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.                                                                         

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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).                               

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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     

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SK 00123 0001 1285531                                                           

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