0001447387-13-000061.txt : 20131015 0001447387-13-000061.hdr.sgml : 20131014 20131011202336 ACCESSION NUMBER: 0001447387-13-000061 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131015 DATE AS OF CHANGE: 20131011 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Crumbs Bake Shop, Inc. CENTRAL INDEX KEY: 0001476719 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FOOD STORES [5400] IRS NUMBER: 271215274 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85485 FILM NUMBER: 131148882 BUSINESS ADDRESS: STREET 1: 110 WEST 40TH STREET, SUITE 2100 CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-221-7105 MAIL ADDRESS: STREET 1: 110 WEST 40TH STREET, SUITE 2100 CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: 57th Street General Acquisition Corp DATE OF NAME CHANGE: 20091112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CANNELL CAPITAL LLC CENTRAL INDEX KEY: 0001058854 IRS NUMBER: 943366999 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 310 E. PEARL STREET, P.O. BOX 3459 CITY: JACKSON STATE: WY ZIP: 83001 BUSINESS PHONE: 4158358300 MAIL ADDRESS: STREET 1: 310 E. PEARL STREET, P.O. BOX 3459 CITY: JACKSON STATE: WY ZIP: 83001 FORMER COMPANY: FORMER CONFORMED NAME: CANNELL J CARLO DBA CANNELL CAPITAL MGMT DATE OF NAME CHANGE: 19980330 SC 13D 1 CRMB10031313d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _)* Crumbs Bake Shop, Inc. (Name of Issuer) Common Stock, no par value (Title of Class Securities) 228803102 (CUSIP Number) J. Carlo Cannell Cannell Capital LLC P.O. Box 3459, 310 East Pearl Street Unit A., Jackson, WY 83001 (307) 733-2284 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 3, 2013 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. *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 disclosure 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). (Continued on following page(s)) 1. NAME OF REPORTING PERSONS Cannell Capital LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 1,539,008* 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 1,539,008* 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,539,008* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.14%* 14. TYPE OF REPORTING PERSON* IA * Based on information set forth on the Form 10-K of Crumbs Bake Shop, Inc. (the "Issuer") as filed with the Securities and Exchange Commission on December 31, 2012, there were 11,984,353 shares of Common Stock with par value of $0.0001 per share, (the "Shares"), of the Issuer issued and outstanding as of October 9, 2013. As of October 11, 2013 (the "Reporting Date"), Tristan Partners, L.P. ("Tristan"), and the Tristan Offshore Fund Ltd. ("Tristan Offshore", and collectively with Tristan, the "Investment Vehicles"), held in the aggregate 1,539,008 shares. Cannell Capital LLC acts as the investment adviser to Tristan and Tristan Offshore and Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC. The Reporting Person possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, the Reporting Person may be deemed to beneficially own Shares, or approximately 13.14% of the Shares deemed issued and outstanding as of the Reporting Date. Item 1. Security and Issuer This statement relates to the Common Stock with par value of $0.0001 per share (the "Shares"), of Crumbs Bake Shop, Inc. (the "Issuer"), a Delaware corporation. The address of the principal executive offices of the Issuer is 110 West 40th Street, Suite 2100, New York, NY. Item 2. Identity and Background a) The name of the Reporting Person is Cannell Capital LLC (the "Reporting Person"). The Reporting Person is an investment adviser to the following entities (each an "Investment Vehicle" and collectively the "Investment Vehicles"): Tristan Offshore Fund, Ltd. Tristan Partners, L.P. In addition to being the investment adviser to Tristan Partners, L.P., the Reporting Person is also the general partner of Tristan Partners, L.P. Set forth in the attached Annex A and incorporated herein by reference is a listing of the directors, general partners, managing members and controlling persons of the Reporting Person and the Investment Vehicles (collectively, the "Covered Persons"), and sets forth the principal occupation, citizenship and principal place of business of each Covered Person. b) The principal business address of the Reporting Person is: P.O. Box 3459 310 East Pearl Street, Unit A. Jackson, WY 83001. c) The principal business of the Reporting Person is the performance of investment management and advisory services. The principal business of the Investment Vehicles is investment in securities. d) Neither the Reporting Person, nor to the best of its knowledge, any of the Covered Persons, has, in the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). e) Neither the Reporting Person, nor to the best of its knowledge, any Covered Person, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. f) The place of organization of the Reporting Person is as follows: Cannell Capital LLC is a Wyoming limited liability company. The citizenship of each Covered Person is set forth on the attached Annex A and incorporated herein by reference. Item 3. Source and Amount of Funds or Other Consideration The securities to which this statement relates were acquired by the Reporting Person using the funds of each Investment Vehicle as follows: Tristan Offshore Fund, Ltd.: $453,214.17 Tristan Partners, L.P.: $1,072,427.11 The Investment Vehicles have invested an aggregate amount of approximately $1,525,641.28 in the Shares. Item 4. Purpose of Transaction The Reporting Person identified the Company as an entity satisfying each Investment Vehicle's investment criteria. The Investment Vehicles acquired and continue to hold the Shares as a long-term investment. The Reporting Person may, from time to time, dispose of some or all of such securities, whether in open market transactions, privately negotiated transactions or otherwise and to do so whether or not as part of any attempt to control the issuer, acquire additional securities of the issuer, whether in open market transactions, privately negotiated transactions or otherwise, or continue to hold such securities, depending on business and market conditions, the Reporting Person's continuing evaluation of the business and prospects of the Issuer and other factors. The Reporting Person wishes to engage in a dialogue with members of the Board of Directors of the Company, the management of the Company, or other representatives of the Company. The Reporting Person may also engage in a dialogue regarding the Issuer with other holders of the Common Shares of the Company, analysts or industry observers, or other third parties regarding the Investment Vehicles' investment in the company. The Reporting Person files this Schedule 13D to report an ownership of greater than 10% of the class of Common Shares of the Issuer and to report that as of October 3, 2013, its investment purpose has changed. The Reporting Person has sent to the management of the Company communications that were related to or could affect the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer Based on information set forth in the Company's Form 10-K as filed with the Securities and Exchange Commission on December 31, 2012, there were 11,984,353 Shares issued and outstanding as of December 31, 2012. (a) As of October 14, 2013 (the "Reporting Date"), the Reporting Person owned 1,539,008 shares, or approximately 13.14% of the shares deemed issued and outstanding as of the Reporting Date. (b) The number of shares as to which each Reporting Person has: i. Sole power to vote or to direct the vote: 1,539,008 shares, or approximately 13.14% of the shares ii. Shared power to vote or to direct the vote: 0 shares iii. Sole power to dispose or to direct the disposition of: 1,539,0083 shares, or approximately 13.14% of the shares iv. Shared power to dispose or to direct the disposition of: 0 shares (c) The following table details the transactions during the sixty days on or prior to the Reporting Date in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by the Reporting Person (each of which was effected in an ordinary brokerage transaction by Reporting Person). PURCHASES Date Transaction Quantity Cost Per Share 09/19/2013 BUY 1,009,600 0.98 10/03/2013 BUY 534,328 1.00 (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Item 7. Material to Be Filed as Exhibits None 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. Dated: October 11, 2012 Cannell Capital LLC By: /s/ J. Carlo Cannell J. Carlo Cannell Managing Member Annex A MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSON AND THE INVESTMENT VEHICLES The following sets forth the name, principal occupation, citizenship or jurisdiction of organization and principal place of business of the directors, general partners, managing members or controlling persons (the "Covered Persons") of the Reporting Person and the Investment Vehicles indicated below: Cannell Capital LLC Name: J. Carlo Cannell Title or Relationship with Reporting Person: Managing Member Principal Occupation or Employment: Investment Management Citizenship or Jurisdiction of Organization: Wyoming, United States Principal Place of Business: (1) Tristan Offshore Fund, Ltd. Name: Cannell Capital LLC Title or Relationship with Reporting Person: Investment Adviser Principal Occupation or Employment: Investment Management Citizenship or Jurisdiction of Organization: Cayman Islands Principal Place of Business: (2) Tristan Partners, L.P. Name: Cannell Capital LLC Title or Relationship with Reporting Person: Investment Adviser and General Partner Principal Occupation or Employment: Investment Management Citizenship or Jurisdiction of Organization: Delaware, United States Principal Place of Business: (3) (1) The address of the principal place of business of J. Carlo Cannell, and Tristan Partners, L.P., is P.O. Box 3459, 310 East Pearl Street Unit A., Jackson, WY 83001, United States. (2) The address of the principal place of business of the Tristan Offshore Fund, Ltd. is One Capital Place, 3rd Floor, GT Grand Cayman, KY1-11003, Cayman Islands. >>>>