SC 13G/A 1 v2reynolds072514.txt SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G-A Under the Securities Exchange Act of 1934 (Amendment No.1 )* Crumbs Bake Shop, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 228803102 (CUSIP Number) July 23, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] 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). CUSIP No. 228803102 1. Name of Reporting Person: W Noah Reynolds IRS Identification No. of above person: 2. Check the Appropriate Box if a Member of a Group*: 3. SEC Use Only 4. Citizenship or Place of Organization: North Carolina Number of Shares 5. Sole Voting Power: 0 Beneficially Owned By Each Reporting 6. Shared Voting Power: 0 Person With 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 0 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:* 11. Percent of Class Represented by Amount in Row (9): 0.00% 12. Type of Reporting Person*: IN CUSIP No. 228803102 1. Name of Reporting Person: W Noah Reynolds IRS Identification No. of above person: 2. Check the Appropriate Box if a Member of a Group*: 3. SEC Use Only 4. Citizenship or Place of Organization: North Carolina USA Number of Shares 5. Sole Voting Power: 0 Beneficially Owned By Each Reporting 6. Shared Voting Power: 0 Person With 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 0 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:* 11. Percent of Class Represented by Amount in Row (9): 0.00% 12. Type of Reporting Person*: IN Schedule 13G of W Noah Reynolds with respect to the common stock (the "Common Shares") of Crumbs Bake Shop, Inc. (the "Company"). Item 1(a) Name of Issuer: Crumbs Bake Shop, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 110 West 40th Street, Suite 2100 New York, NY 10018 Item 2(a) Name of Persons Filing: This statement is being filed by W Noah Reynolds Item 2(b) Address of Principal Business Office or, if none, Residence: 2608 Reynolda Road, Winston-Salem, NC 27106 Item 2(c) Citizenship: North Carolina, USA Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 228803102 Item 3 If this statement is filed pursuant to Rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o) (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations ad defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Rule 240.13d-1(b) (1)(ii)(J). Item 4 Ownership (a) Amount Beneficially Owned: 0 (b) Percent of class: 0.00% (based on the 12,469,073 Common Shares and 234,000 Preferred Shares reported on Form 10-Q as of 03/31/14). (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii)Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5 Ownership of Five Percent or less of a Class: xx 0.00% xx Item 6 Ownership of More than Five Percent on Behalf of Another Person: Not applicable. Item 7 Identification and Classification of the Subsidiary, Which Acquired the Security, Being Reported on By the Parent Holding Company: Not applicable. Item 8 Identification and Classification of Members of the Group: Not applicable. Item 9 Notice of Dissolution of Group: Not applicable. Item 10 Certification (if filing pursuant to Rule 240.13d-1(b)): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 or effect. 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. Dated: July 25, 2014 By:/s/W. Noah Reynolds