FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Fischer Mark A 		2. Issuer Name and Ticker or Trading Symbol

Crumbs Bake Shop, Inc. [ CRMB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

1917 CAMBRIDGE WAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/21/2014
(Street)

EDMOND, OK 73013
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Note   $0.66   1/21/2014     P      $3535000       1/21/2014   (1) 7/1/2016   Common Stock   5356061   (1) $3535000   $3535000   I   by Fischer Enterprises LLC   (2)
Convertible Note   $0.66   4/1/2014     P      $1563115.28       4/1/2014   (1) 7/1/2016   Common Stock   2368357   (1) $1563115.28   $5098115.   I   by Fischer Enterprises LLC   (2)

Explanation of Responses:
( 1)  Until March 31, 2016, Fischer Enterprises LLC is prohibited from converting its Convertible Notes and Issuer is prohibited from issuing shares of Common Stock to Fischer Enterprises LLC in an amount that would cause it to beneficially own more than 34.99% of the number of shares of Common Stock of Issuer then outstanding (the "Conversion Ownership Limitation"). In addition, to the conversion Ownership Limitation, pursuant to the NASDAQ Stock Market rules, until Issuer has obtained shareholder approval, the Convertible Notes shall not be convertible at any time into that number of shares that would cause the number of shares beneficially owned by reporting persons to exceed more than 19.99% of the shares of Common Stock then outstanding. Issuer has agreed to seek stockholder approval for the conversion of the Notes at its annual meeting that it anticipates to hold on or about June 10, 2014.
( 2)  Mark A. Fischer is the managing member of Fischer Enterprises LLC and is deemed to be the beneficial owner of the Convertible Notes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Fischer Mark A
1917 CAMBRIDGE WAY
EDMOND, OK 73013
X

Fischer Investments, L.L.C.
701 CEDAR LAKE BLVD.
OKLAHOMA CITY, OK 73114
X

FISCHER ENTERPRISES LLC
15209 GRAYSON DRIVE
OKLAHOMA CITY, OK 73013
X


Signatures
MARK A. FISCHER, AUTHORIZED SIGNATORY 4/1/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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