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.
>>>>