Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Carter Shawn Corey
 2. Date of Event Requiring Statement (Month/Day/Year)
04/18/2012		 3. Issuer Name and Ticker or Trading Symbol
Perfumania Holdings, Inc. [perf]
(Last)
(First)
(Middle)
C/O S. CARTER ENTERPRISES, LLC, 1411 BROADWAY		 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 Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10018		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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, $0.01 par value 300,000
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Warrant(right to buy) 04/18/2012 12/18/2017(1) Common Stock, $0.01 par value 1,193,118 $ 8 D  
Warant (right to buy) 04/18/2012 12/18/2017(1) Common Stock, $0.01 par value 426,666 $ 8 I By Marcy Fragrance Trading Co. LLC (2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carter Shawn Corey
C/O S. CARTER ENTERPRISES, LLC
1411 BROADWAY
NEW YORK, NY 10018		     X    

Signatures

Shawn Corey Carter /s/ 05/01/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Pursuant to the terms of the warrants, under certain circumstances the expiration date to the warrants may be extended to the forty-fifth day following the last day by which a notice of intent to renew a license agreement among the Reporting Person, S. Carter Enterprises, LLC ("SCC") and Artistic Brands Development, LLC ("Artistic Brands") must be delivered by Artistic Brands to SCC.
(2) Mr. Carter has sole voting and dispostive power over the warrants held by Marcy Fragrance Trading Co. LLC.

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