At the Annual Meeting of Stockholders of Crumbs Bake Shop, Inc. (the "Corporation") held on June 14, 2012, the stockholders voted on: (i) the election of five director nominees to serve until the 2013 annual meeting of stockholders and until their successors are duly elected and qualified (Proposal
1); (ii) the approval of an amendment to the Corporation's Equity Incentive Plan to increase by 700,000 the number of shares of common stock that may be issued thereunder (Proposal 2), (iii) the ratification of the appointment of Rothstein Kass as the Corporation's independent registered public accounting firm for fiscal year 2012 (Proposal 3); and (iv) the authorization of the Board of Directors to adjourn and postpone the annual meeting to a later date or dates if there is no quorum or there are insufficient votes to approve of the proposals (Proposal 4). These matters were submitted to a vote through the solicitation of proxies. The results of the votes are set forth below:

Proposal 1 - Election of Directors:



                           For         Withheld       Abstain      Broker Non-Votes
Mark D. Klein            6,446,221       170,607             -               769,609
Frederick G. Kraegel     6,603,581        13,247             -               769,609
Leonard A. Potter        6,602,431        14,397             -               769,609
Andrew J. Moger          6,380,431       236,397             -               769,609
Stephen Z. Fass          6,603,581        13,247             -               769,609

Proposal 2 - Amendment of the Equity Incentive Plan:

For Against Abstain Broker Non-Votes 6,188,717 424,439 3,672 769,609

Proposal 3 - Ratification of the Appointment of Rothstein Kass:

For Against Abstain Broker Non-Votes 7,321,413 41,878 23,146 -

Proposal 4 - Board Authorization to Adjourn or Postpone the Annual Meeting:

For Against Abstain Broker Non-Votes 7,074,063 299,522 12,852 -