BDAY Celebrate Express (MM)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Celebrate Express, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

15100A104

December 31, 2007

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	o		Rule 13d-1(b)
	þ		Rule 13d-1(c)
	o		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).

 

 

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CUSIP No. 15100A104		Page 7 of 10

Item 1.

(a)  Name of Issuer: Celebrate Express, Inc. (the “Issuer”).

(b)  Address of the Issuer’s Principal Executive Offices: 11220 120 ^th Avenue NE, Kirkland, Washington 98033.

Item 2.

(a)  Name of Person Filing: This joint statement on Schedule 13G is being filed by David E. Cohen, Ross D. DeMont, Midwood Capital Management LLC, Midwood Capital Partners, L.P. and Midwood Capital Partners QP, L.P., who are collectively referred to as the “Reporting Persons.” Messrs. Cohen and DeMont (the “Managers”) are the managers of Midwood Capital Management LLC (“Capital”), which is the sole general partner of each of Midwood Capital Partners, L.P. (“LP”) and Midwood Capital Partners QP, L.P. (“QP” and together with LP, the “Funds”). The Reporting Persons have entered into a Joint Filing Agreement, dated as of February 22, 2007, a copy of which was previously filed with this Schedule 13G and which is incorporated herein by reference, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.

(b)  Address of Principal Business Office: The principal business office of the Reporting Persons with respect to the shares reported hereunder is 575 Boylston St., 4 ^th Floor, Boston, MA 02116.

(c)  Citizenship: Capital is a Delaware limited liability company. Each of the Funds is a Delaware limited partnership. Each of the Managers is a U.S. citizen.

(d) Title and Class of Securities: Common stock, no par value (“Common Stock”)

(e) CUSIP Number: 15100A104

Item 3. If this statement is filed pursuant to §§240.13d- 1(b) or 240.13d- 2(b) or (c), check whether the person filing is a:

N/A

Item 4. Ownership

In the aggregate, as of market close on December 31, 2007, no Reporting Person beneficially owned any shares of the Common Stock of the Issuer (0% of the outstanding Common Stock).

Each Fund has the power to vote and dispose of the shares of Common Stock beneficially owned by such Fund. Capital, as the sole general partner of the Fund, has the sole authority to vote and dispose of all of the shares of Common Stock reported in this Schedule 13G. Each of the Managers, by virtue of their positions as managers of Capital, has the shared authority to vote and dispose of all of the shares of Common Stock reported in this joint statement Schedule 13G.

CUSIP No. 15100A104		Page 8 of 10

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  þ

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 on 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 Group

N/A

Item 10. Certification

By signing below I hereby 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.

CUSIP No. 15100A104		Page 9 of 10

Signature

     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.

		DATE: February 7, 2008
		MIDWOOD CAPITAL PARTNERS, L.P.
		By: Midwood Capital Management LLC        General Partner
		By: /s/ David E. Cohen   David E. Cohen
		Manager
		MIDWOOD CAPITAL
		PARTNERS QP, L.P.
		By: Midwood Capital Management LLC        General Partner
		By: /s/ David E. Cohen   David E. Cohen
		Manager
		MIDWOOD CAPITAL
		MANAGEMENT LLC
		By: /s/ David E. Cohen   David E. Cohen
		Manager

CUSIP No. 15100A104		Page 10 of 10

		/s/ David E. Cohen
		David E. Cohen
		/s/ Ross D. DeMont   Ross D. DeMont

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