1. Measure and cut a 9" circle from fabric. Using needle and thread, stitch a running stitch approx. 1/4" from raw edge of circle. Wrap fabric around foam ball and pull thread ends to gather. Distribute gathers evenly around ball and knot threads.
2. Glue cupcake into holder.
3. For cupcake "frosting", cut orange felt circle with a scalloped edge. Using needle and thread randomly space and sew on white beads to felt. Glue and attach felt "frosting" to top center of ball, allowing ends of frosting to extend out.
4. Stack buttons in order from largest to smallest, thread craft thread pieces through buttons, knot and trim ends. Glue buttons to center of frosting.
5. Insert pins into top of pincushion.