UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| Crumbs Bake Shop, Inc. |
| (Name of Issuer) |
| Common Stock, $0.0001 par value |
| (Title of Class of Securities) |
| 228803102 |
| (CUSIP Number) |
| Edwin H. Lewis |
| Chairman |
| Crumbs Bake Shop, Inc. |
| 220 S. Morris Street, P.O. Box 8 |
| Oxford, MD 21654 |
| (410) 226-5455 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| October 9, 2012 |
| (Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
The information required on 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).
SCHEDULE 13D
| CUSIP No. 228803102 | Page 2 of 5 Pages |
| 1 | NAME OF REPORTING PERSONS EHL Holdings LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (See Instructions) OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
| 8 | SHARED VOTING POWER 2,386,143 (1) (2) | |
| 9 | SOLE DISPOSITIVE POWER -0- | |
| 10 | SHARED DISPOSITIVE POWER 2,386,143 (1) (2) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,386,143 (1) (2) | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.6% (1) | |
| 14 | TYPE OF REPORTING PERSON (See Instructions) OO | |
(1) See Item 5 of this Schedule 13D, as amended hereby, for detailed explanation of the reporting person’s beneficial ownership of the Common Shares and of the reporting person’s percent of class represented by the Common Shares.
(2) All of the securities are owned directly by EHL Holdings LLC. Edwin H. Lewis, who is filing this Amendment jointly with EHL Holdings LLC, is the Chairman and sole member of EHL Holdings LLC. As a result, Mr. Lewis may be deemed to beneficially own and share voting and dispositive power with respect to these securities.
SCHEDULE 13D
| CUSIP No. 228803102 | Page 3 of 5 Pages |
| 1 | NAME OF REPORTING PERSONS Edwin H. Lewis | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (See Instructions) OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
| 8 | SHARED VOTING POWER 2,386,143 (1) (2) | |
| 9 | SOLE DISPOSITIVE POWER -0- | |
| 10 | SHARED DISPOSITIVE POWER 2,386,143 (1) (2) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,386,143 (1) (2) | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.6% (1) | |
| 14 | TYPE OF REPORTING PERSON (See Instructions) IN | |
(1) See Item 5 of this Schedule 13D, as amended hereby, for detailed explanation of the reporting person’s beneficial ownership of the Common Shares and of the reporting person’s percent of class represented by the Common Shares.
(2) All of the securities are owned directly by EHL Holdings LLC of which Edwin H. Lewis is the Chairman and sole member. As a result, Mr. Lewis may be deemed to beneficially own and to share voting and dispositive power with respect to the securities owned by EHL Holdings LLC.
SCHEDULE 13D
This Amendment No. 2 (“Amendment”) is filed by (i) EHL Holdings LLC (“EHL”) and (ii) Edwin H. Lewis (collectively, “Reporting Persons”) and amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on May 16, 2011 and amended on December 6, 2011 (as previously amended, “Schedule 13D”). Except as provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used and not otherwise defined have the meaning given to them in the Schedule 13D.
The Reporting Persons entered into a Joint Filing Agreement, dated as of May 16, 2011, a copy of which was filed as Exhibit 99.1 to the Schedule 13D on May 16, 2011, and which is incorporated herein by reference, pursuant to which the Reporting Persons agreed to file the Schedule 13D and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated by the SEC pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (“Exchange Act ”).
Item 1. Security and Issuer
Item 1 of the Schedule 13D is amended by replacing it with the following:
This Schedule 13D relates to shares of the common stock (“Common Shares”) of Crumbs Bake Shop, Inc. (f/k/a 57th Street General Acquisition Corp.) (“Issuer ”). The address of the principal executive offices of the Issuer is 110 West 40th Street, Suite 2100, New York, New York 10018.
Item 2. Identity and Background
Item 2 of the Schedule 13D is amended and supplemented by adding the following:
During the past five years, neither of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is not amended or supplemented hereby and is incorporated herein by reference.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is not amended or supplemented hereby and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is amended by replacing it with the following:
(a) and (b). EHL directly owns and has sole voting and dispositive powers with respect to (i) 1,344,094 Common Shares, (ii) 1,042,049 New Crumbs Class B Exchangeable Units (“Class B Units”) of Crumbs Holdings, LLC, a non-wholly owned subsidiary of the Issuer, that could be immediately exchanged for 1,042,049 Common Shares, and (iii) 104,204.9 shares of the Issuer’s Series A Voting Preferred Stock (“Preferred Stock”) which entitle the holders thereof to cast 10 votes for each share of Preferred Stock held on any matter that may come before the holders of Common Shares. Mr. Lewis does not directly own or have sole voting or dispositive powers with respect to any Common Shares. Through his positions with and ownership of EHL, Mr. Lewis may be deemed to share beneficial ownership of, and voting and dispositive powers with respect to, the Common Shares owned by EHL.
Assuming that there are 11,803,353 Common Shares outstanding, 2,340,000 Class B Units outstanding, and 234,000 shares of Preferred Stock outstanding, EHL beneficially owns 18.6% of the Common Shares and has sole voting power with respect to 16.9% of the Common Shares. Mr. Lewis may be deemed to beneficially own and share voting power with respect to the same percentages of Common Shares.
(c) On October 9, 2012, EHL exchanged, for no additional consideration, 694,700 Class B Units for 694,700 Common Shares, and, in connection therewith, 69,470 shares of the Preferred Stock owned by EHL were automatically redeemed by the Issuer.
(d). Not applicable.
| 4 |
(e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer
Item 6 of the Schedule 13D is not amended or supplemented hereby and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is not amended or supplemented hereby and is incorporated herein by reference.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: October 26, 2012
| EHL HOLDINGS LLC | ||||
| By: | /s/ Edwin H. Lewis | |||
| Name: | Edwin H. Lewis | |||
| Title: | Chairman/Sole Member | |||
| /s/ Edwin H. Lewis | ||||
| EDWIN H. LEWIS | ||||
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