SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* P.A.W. SMALL CAP PARTNERS, L.P. (Last) (First) (Middle) 4 GREENWICH OFFICE PARK 3RD FLOOR (Street) GREENWICH CT 06831 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/11/2012	3. Issuer Name and Ticker or Trading Symbol Crumbs Bake Shop, Inc. [ CRMB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.0001 per share	825,000	D
Common Stock, par value $.0001 per share	825,000	I	See Footnote(1)
Common Stock, par value $.0001 per share	500,000	I	See Footnote(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* P.A.W. SMALL CAP PARTNERS, L.P. (Last) (First) (Middle) 4 GREENWICH OFFICE PARK 3RD FLOOR (Street) GREENWICH CT 06831 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* P.A.W CAPITAL PARTNERS, L.P. (Last) (First) (Middle) 4 GREENWICH OFFICE PARK 3RD FLOOR (Street) GREENWICH CT 06831 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* P.A.W. CAPITAL CORP (Last) (First) (Middle) 4 GREENWICH OFFICE PARK 3RD FLOOR (Street) GREENWICH CT 06831 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WRIGHT PETER A (Last) (First) (Middle) 4 GREENWICH OFFICE PARK 3RD FLOOR (Street) GREENWICH CT 06831 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities reported herein are held in the account of P.A.W. Small Cap Partners, L.P. ("Small Cap"), which is a reporting person. These securities may be deemed to be beneficially owned by: (i) P.A.W. Capital Partners, L.P. by virtue of its role as the general partner of Small Cap, (ii) P.A.W. Capital Corp. by virtue of its role as the general partner of the investment adviser of Small Cap and (iii) Peter A. Wright by virtue of his role as owner of P.A.W. Capital Corp.

2. The securities reported herein are held in the account of pooled investment vehicles. These securities may be deemed to be beneficially owned by (i) P.A.W. Capital Corp. by virtue of its role as the general partner of the investment adviser of such pooled investment vehicles and (ii) Peter A. Wright by virtue of his role as owner of P.A.W. Capital Corp.

Remarks:

(+) Each of the Reporting Persons and the joint filers (individually, each a "Reporting Person" and collectively, the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. The Reporting Persons affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

	P.A.W. Small Cap Partners, L.P., By: P.A.W. Capital Partners, L.P., its general partner, By: P.A.W. Capital Corp., its general partner, By: /s/ Peter A. Wright, President	10/19/2012
	P.A.W. Capital Partners, L.P.(+), By: P.A.W. Capital Corp., its general partner, By: /s/ Peter A. Wright, President	10/19/2012
	P.A.W. Capital Corp.(+), By: /s/ Peter A. Wright, President	10/19/2012
	/s/ Peter A. Wright(+)	10/19/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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