Case 14-24287-MBK Doc 1 Filed 07/11/14 Entered 07/11/14 19:44:46 Desc Main7/11/14 5:22PM B1 (Official Form 1)(04/13) Document Page 1 of 16 Bankruptcy Court District of Voluntary Petition

}bk1{Form 1.VoluntaryPetition}bk{ Name of Debtor (if individual, enter Last, First, Middle): Name of Joint Debtor (Spouse) (Last, First, Middle): Crumbs Bake Shop, Inc.

All Other Names used by the Debtor in the last 8 years All Other Names used by the Joint Debtor in the last 8 years (include married, maiden, and trade names): (include married, maiden, and trade names): AKA 57th Street General Acquisition Corp.

Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN)/Complete EIN Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN) No./Complete EIN (if more than one, state all) (if more than one, state all) 27-1215274 Street Address of Debtor (No. and Street, City, and State): Street Address of Joint Debtor (No. and Street, City, and State): 110 West 40th Street Suite 2100 , NY ZIP Code ZIP Code 10018 County of Residence or of the Principal Place of Business: County of Residence or of the Principal Place of Business: New York Mailing Address of Debtor (if different from street address): Mailing Address of Joint Debtor (if different from street address):

ZIP Code ZIP Code

Location of Principal Assets of Business Debtor (if different from street address above):

Type of Debtor Nature of Business Chapter of Bankruptcy Code Under Which (Form of Organization) (Check one box) (Check one box) the Petition is Filed (Check one box) Individual (includes Joint Debtors) Health Care Business Chapter 7 See Exhibit D on page 2 of this form. Single Asset Real Estate as defined Chapter 9 Chapter 15 Petition for Recognition Corporation (includes LLC and LLP) in 11 U.S.C. § 101 (51B) Chapter 11 of a Foreign Main Proceeding Railroad Partnership Chapter 15 Petition for Recognition Stockbroker Chapter 12 Other (If debtor is not one of the above entities, of a Foreign Nonmain Proceeding check this box and state type of entity below.) Commodity Broker Chapter 13 Clearing Bank Other Chapter 15 Debtors Nature of Debts (Check one box) Country of debtor's center of main interests: Tax-Exempt Entity (Check box, if applicable) Debts are primarily consumer debts, Debts are primarily defined in 11 U.S.C. § 101(8) as business debts. Each country in which a foreign proceeding Debtor is a tax-exempt organization by, regarding, or against debtor is pending: under Title 26 of the United States "incurred by an individual primarily for Code (the Internal Revenue Code). a personal, family, or household purpose."

Filing Fee (Check one box) Check one box: Chapter 11 Debtors Full Filing Fee attached Debtor is a small business debtor as defined in 11 U.S.C. § 101(51D). Debtor is not a small business debtor as defined in 11 U.S.C. § 101(51D). Filing Fee to be paid in installments (applicable to individuals only). Must Check if: attach signed application for the court's consideration certifying that the Debtor’s aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) debtor is unable to pay fee except in installments. Rule 1006(b). See Official are less than $2,490,925 (amount subject to adjustment on 4/01/16 and every three years thereafter). Form 3A. Check all applicable boxes: Filing Fee waiver requested (applicable to chapter 7 individuals only). Must A plan is being filed with this petition. attach signed application for the court's consideration. See Official Form 3B. Acceptances of the plan were solicited prepetition from one or more classes of creditors, in accordance with 11 U.S.C. § 1126(b). Statistical/Administrative Information THIS SPACE IS FOR COURT USE ONLY Debtor estimates that funds will be available for distribution to unsecured creditors. Debtor estimates that, after any exempt property is excluded and administrative expenses paid, there will be no funds available for distribution to unsecured creditors. Estimated Number of Creditors

1- 50- 100- 200- 1,000- 5,001- 10,001- 25,001- 50,001- OVER 49 99 199 999 5,000 10,000 25,000 50,000 100,000 100,000 Estimated Assets

$0 to $50,001 to $100,001 to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than $50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1 billion $1 billion million million million million million Estimated Liabilities

$0 to $50,001 to $100,001 to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than $50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1 billion $1 billion million million million million million Case 14-24287-MBK Doc 1 Filed 07/11/14 Entered 07/11/14 19:44:46 Desc Main7/11/14 5:22PM B1 (Official Form 1)(04/13) Document Page 2 of 16 Page 2 Voluntary Petition Name of Debtor(s): Crumbs Bake Shop, Inc. (This page must be completed and filed in every case) All Prior Bankruptcy Cases Filed Within Last 8 Years (If more than two, attach additional sheet) Location Case Number: Date Filed: Where Filed: - None - Location Case Number: Date Filed: Where Filed: Pending Bankruptcy Case Filed by any Spouse, Partner, or Affiliate of this Debtor (If more than one, attach additional sheet) Name of Debtor: Case Number: Date Filed: See attached list District: Relationship: Judge:

Exhibit A Exhibit B (To be completed if debtor is an individual whose debts are primarily consumer debts.) (To be completed if debtor is required to file periodic reports (e.g., I, the attorney for the petitioner named in the foregoing petition, declare that I forms 10K and 10Q) with the Securities and Exchange Commission have informed the petitioner that [he or she] may proceed under chapter 7, 11, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 12, or 13 of title 11, United States Code, and have explained the relief available and is requesting relief under chapter 11.) under each such chapter. I further certify that I delivered to the debtor the notice required by 11 U.S.C. §342(b). Exhibit A is attached and made a part of this petition. X Signature of Attorney for Debtor(s) (Date)

Exhibit C Does the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety? Yes, and Exhibit C is attached and made a part of this petition. No.

Exhibit D (To be completed by every individual debtor. If a joint petition is filed, each spouse must complete and attach a separate Exhibit D.) Exhibit D completed and signed by the debtor is attached and made a part of this petition. If this is a joint petition: Exhibit D also completed and signed by the joint debtor is attached and made a part of this petition.

Information Regarding the Debtor - Venue (Check any applicable box) Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180 days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District. There is a bankruptcy case concerning debtor's affiliate, general partner, or partnership pending in this District. Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States in this District, or has no principal place of business or assets in the United States but is a defendant in an action or proceeding [in a federal or state court] in this District, or the interests of the parties will be served in regard to the relief sought in this District. Certification by a Debtor Who Resides as a Tenant of Residential Property (Check all applicable boxes) Landlord has a judgment against the debtor for possession of debtor's residence. (If box checked, complete the following.)

(Name of landlord that obtained judgment)

(Address of landlord)

Debtor claims that under applicable nonbankruptcy law, there are circumstances under which the debtor would be permitted to cure the entire monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and Debtor has included with this petition the deposit with the court of any rent that would become due during the 30-day period after the filing of the petition. Debtor certifies that he/she has served the Landlord with this certification. (11 U.S.C. § 362(l)). Case 14-24287-MBK Doc 1 Filed 07/11/14 Entered 07/11/14 19:44:46 Desc Main7/11/14 5:22PM B1 (Official Form 1)(04/13) Document Page 3 of 16 Page 3 Voluntary Petition Name of Debtor(s): Crumbs Bake Shop, Inc. (This page must be completed and filed in every case) Signatures Signature(s) of Debtor(s) (Individual/Joint) Signature of a Foreign Representative I declare under penalty of perjury that the information provided in this I declare under penalty of perjury that the information provided in this petition petition is true and correct. is true and correct, that I am the foreign representative of a debtor in a foreign [If petitioner is an individual whose debts are primarily consumer debts and proceeding, and that I am authorized to file this petition. has chosen to file under chapter 7] I am aware that I may proceed under chapter 7, 11, 12, or 13 of title 11, United States Code, understand the relief (Check only one box.) available under each such chapter, and choose to proceed under chapter 7. I request relief in accordance with chapter 15 of title 11. United States Code. [If no attorney represents me and no bankruptcy petition preparer signs the Certified copies of the documents required by 11 U.S.C. §1515 are attached. petition] I have obtained and read the notice required by 11 U.S.C. §342(b). Pursuant to 11 U.S.C. §1511, I request relief in accordance with the chapter I request relief in accordance with the chapter of title 11, United States Code, of title 11 specified in this petition. A certified copy of the order granting specified in this petition. recognition of the foreign main proceeding is attached. X X Signature of Foreign Representative Signature of Debtor X Printed Name of Foreign Representative Signature of Joint Debtor Date Telephone Number (If not represented by attorney) Signature of Non-Attorney Bankruptcy Petition Preparer

I declare under penalty of perjury that: (1) I am a bankruptcy petition Date preparer as defined in 11 U.S.C. § 110; (2) I prepared this document for compensation and have provided the debtor with a copy of this document Signature of Attorney* and the notices and information required under 11 U.S.C. §§ 110(b), 110(h), and 342(b); and, (3) if rules or guidelines have been promulgated /s/ Michael D. Sirota pursuant to 11 U.S.C. § 110(h) setting a maximum fee for services X chargeable by bankruptcy petition preparers, I have given the debtor notice Signature of Attorney for Debtor(s) of the maximum amount before preparing any document for filing for a Michael D. Sirota MS-4088 debtor or accepting any fee from the debtor, as required in that section. Official Form 19 is attached. Printed Name of Attorney for Debtor(s) Cole, Schotz, Meisel, Forman & Leonard, P.A. Printed Name and title, if any, of Bankruptcy Petition Preparer Firm Name Court Plaza North 25 Main Street Social-Security number (If the bankrutpcy petition preparer is not Hackensack, NJ 07601 an individual, state the Social Security number of the officer, principal, responsible person or partner of the bankruptcy petition Address preparer.)(Required by 11 U.S.C. § 110.)

201-489-3000 Fax: 201-489-1536 Telephone Number July 11, 2014 Address Date *In a case in which § 707(b)(4)(D) applies, this signature also constitutes a certification that the attorney has no knowledge after an inquiry that the X information in the schedules is incorrect. Date Signature of Debtor (Corporation/Partnership) Signature of bankruptcy petition preparer or officer, principal, responsible I declare under penalty of perjury that the information provided in this person,or partner whose Social Security number is provided above. petition is true and correct, and that I have been authorized to file this petition on behalf of the debtor. Names and Social-Security numbers of all other individuals who prepared or assisted in preparing this document unless the bankruptcy petition preparer is The debtor requests relief in accordance with the chapter of title 11, United not an individual: States Code, specified in this petition. X /s/ John D. Ireland Signature of Authorized Individual John D. Ireland If more than one person prepared this document, attach additional sheets Printed Name of Authorized Individual conforming to the appropriate official form for each person. Chief Financial Officer A bankruptcy petition preparer’s failure to comply with the provisions of Title of Authorized Individual title 11 and the Federal Rules of Bankruptcy Procedure may result in fines or imprisonment or both. 11 U.S.C. §110; 18 U.S.C. §156. July 11, 2014 Date Case 14-24287-MBK Doc 1 Filed 07/11/14 Entered 07/11/14 19:44:46 Desc Main Document Page 4 of 16

LIST OF AFFILIATES

COMPANY CASE NO.

Crumbs Bake Shop, Inc. a/k/a 57th Street General Acquisition 14- Corp.

Crumbs Holdings LLC d/b/a CRBS Holdings, and d/b/a 14- Crumbs Bake Shop

Crumbs 42nd Street II, LLC d/b/a Crumbs Bake Shop 14-

Crumbs Broad Street, LLC d/b/a Crumbs Bake Shop 14-

Crumbs Broadway LLC d/b/a Crumbs Bake Shop 14-

Crumbs Federal Street, LLC d/b/a Crumbs Bake Shop 14-

Crumbs Garment Center LLC d/b/a Crumbs Bake Shop 14-

Crumbs Grand Central LLC d/b/a Crumbs Bake Shop 14-

Crumbs Greenvale LLC d/b/a Crumbs Bake Shop 14-

Crumbs Greenwich, LLC d/b/a Crumbs Bake Shop 14-

Crumbs Hoboken, LLC d/b/a Crumbs Bake Shop 14-

Crumbs II, LLC d/b/a Crumbs Bake Shop 14-

Crumbs Larchmont, LLC d/b/a Crumbs Bake Shop 14-

Crumbs Lexington LLC d/b/a Crumbs Bake Shop 14-

Crumbs Park Avenue LLC d/b/a Crumbs Bake Shop 14-

Crumbs Retail Bake Shops, LLC (f/k/a Crumbs Fulton Street, 14 LLC) d/b/a CRBS and d/b/a Crumbs Bake Shop

Crumbs Stamford, LLC d/b/a Crumbs Bake Shop 14-

Crumbs Third Avenue LLC d/b/a Crumbs Bake Shop 14-

52486/0001-10115176v6 Case 14-24287-MBK Doc 1 Filed 07/11/14 Entered 07/11/14 19:44:46 Desc Main Document Page 5 of 16

Crumbs Times Square LLC d/b/a Crumbs Bake Shop 14-

Crumbs Union Square LLC d/b/a Crumbs Bake Shop 14-

Crumbs Union Station LLC d/b/a Crumbs Bake Shop 14-

Crumbs West Madison, LLC d/b/a Crumbs Bake Shop 14-

Crumbs Woodbury LLC d/b/a Crumbs Bake Shop 14-

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B4 (Official Form 4) (12/07) United States Bankruptcy Court District of New Jersey In re Crumbs Bake Shop, Inc. Case No. Debtor(s) Chapter 11

LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS

Following is the list of the debtor's creditors holding the 20 largest unsecured claims. The list is prepared in accordance with Fed. R. Bankr. P. 1007(d) for filing in this chapter 11 [or chapter 9] case. The list does not include (1) persons who come within the definition of "insider" set forth in 11 U.S.C. § 101, or (2) secured creditors unless the value of the collateral is such that the unsecured deficiency places the creditor among the holders of the 20 largest unsecured claims. If a minor child is one of the creditors holding the 20 largest unsecured claims, state the child's initials and the name and address of the child's parent or guardian, such as "A.B., a minor child, by John Doe, guardian." Do not disclose the child's name. See 11 U.S.C. § 112; Fed. R. Bankr. P. 1007(m).

(1) (2) (3) (4) (5)

Name of creditor and complete Name, telephone number and complete Nature of claim (trade Indicate if claim is Amount of claim mailing address including zip mailing address, including zip code, of debt, bank loan, contingent, [if secured, also code employee, agent, or department of creditor government contract, unliquidated, state value of familiar with claim who may be contacted etc.) disputed, or security] subject to setoff IA Clarington Global Tactical IA Clarington Global Tactical Income Senior Convertible 1,838,644.51 Income Fund, RBC Dexia Investor Servs Notes Fund, RBC Dexia Investor Attn: Carol Lee. Royal Bank Plaza Servs Ontario Canada M5J2J5 Attn: Carol Lee. Royal Bank Plaza 200 Bay St., South Tower-SL Level Ontario Canada M5J2J5 Kitchener Investment Corp. Kitchener Investment Corp. Senior Convertible 1,502,979.17 CIBC Wood Gundy, Cert. CIBC Wood Gundy, Cert. Sec. Dept. Notes Sec. Dept. 161 Bay St. 10th Fl, Attn: Abid Patel 161 Bay St. 10th Fl, Attn: Canada M5J2S8 Abid Patel Toronto, Ontario Canada M5J2S8 Cannell Capital LLC Cannell Capital LLC Senior Convertible 1,001,986.11 (Tristan Partners) (Tristan Partners) Notes One Capital Place One Capital Place 3rd Floor; Attn: J. Carlo GT Grand Cayman, KY1-1103, KY Cannell GT Grand Cayman, KY1-1103, KY Front Street Canadian Hedge Front Street Canadian Hedge Fund Senior Convertible 926,837.15 Fund NBCN Inc. in Trust for Front St. Notes NBCN Inc. in Trust for Front Capital, Attn: Diane Gosse St. Ontario Canada M5X1J9 Capital, Attn: Diane Gosse 130 King St. West, Ste 3000, Toronto, Ontario Canada M5X1J9

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B4 (Official Form 4) (12/07) - Cont. In re Crumbs Bake Shop, Inc. Case No. Debtor(s)

LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS (Continuation Sheet)

(1) (2) (3) (4) (5)

Name of creditor and complete Name, telephone number and complete Nature of claim (trade Indicate if claim is Amount of claim mailing address including zip mailing address, including zip code, of debt, bank loan, contingent, [if secured, also code employee, agent, or department of creditor government contract, unliquidated, state value of familiar with claim who may be contacted etc.) disputed, or security] subject to setoff Aston Hill Growth & Income Aston Hill Growth & Income Fund Senior Convertible 651,290.97 Fund 155 Wellington Street West, 2nd Floor Notes 155 Wellington Street West, Attn: Cage Carol Lee 2nd Floor Canada M5V3L3 Attn: Cage Carol Lee Toronto, Ontario Canada M5V3L3 Front Street Tactical Equity Front Street Tactical Equity Class Senior Convertible 631,251.25 Class NBCN Inc. In Trust for Front St. Notes NBCN Inc. In Trust for Front Capital, Attn: Diane Gosse St. Ontario Canada M5X1J9 Capital, Attn: Diane Gosse 130 King St. West, Ste 3000, Toronto, Ontario Canada M5X1J9 Marcandy Investments Inc. Marcandy Investments Inc. Senior Convertible 500,993.06 130 King Street West 130 King Street West Notes Suite 2210 Suite 2210 Toronto, ON M5X 1A9 York Plains Investment York Plains Investment Corp. Senior Convertible 500,993.06 Corp. CIBC Wood Gundy, Cert. Sec. Dept. Notes CIBC Wood Gundy, Cert. 161 Bay St. 10th Fl. Attn: Abid Patel Sec. Dept. Canada M5J2S8 161 Bay St. 10th Fl. Attn: Abid Patel Toronto, Ontario Canada M5J2S8 Cannell Capital LLC Cannell Capital LLC Senior Convertible 400,794.44 (Tristan Offshore Fund) (Tristan Offshore Fund) Notes One Capital Place, 3rd Floor One Capital Place, 3rd Floor Attn: J. Carlo Cannell GT Grand Cayman, KY1-1103, KY GT Grand Cayman, KY1-1103, KY Aston Hill Capital Growth Aston Hill Capital Growth Fund Senior Convertible 325,645.49 Fund 155 Wellington Street West, 2nd Floor Notes 155 Wellington Street West, Attn: Cage Carol Lee 2nd Floor Canada M5V3L3 Attn: Cage Carol Lee Toronto, Ontario Canada M5V3L3

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B4 (Official Form 4) (12/07) - Cont. In re Crumbs Bake Shop, Inc. Case No. Debtor(s)

LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS (Continuation Sheet)

(1) (2) (3) (4) (5)

Name of creditor and complete Name, telephone number and complete Nature of claim (trade Indicate if claim is Amount of claim mailing address including zip mailing address, including zip code, of debt, bank loan, contingent, [if secured, also code employee, agent, or department of creditor government contract, unliquidated, state value of familiar with claim who may be contacted etc.) disputed, or security] subject to setoff Front Street Global Front Street Global Opportunities Senior Convertible 245,486.60 Opportunities Class, NBCN Inc. In Trust for Front Notes Class, NBCN Inc. In Trust for St. Capital, Attn: Diane Gosse Front Ontario Canada M5X1J9 St. Capital, Attn: Diane Gosse 130 King St. West, Ste 3000, Toronto Ontario Canada M5X1J9 Delrina Consolidated LTD. Delrina Consolidated LTD. Senior Convertible 200,397.22 120 Adelaide Street West, 120 Adelaide Street West, Suite 1204 Notes Suite 1204 Attn: Dennis Bennie Attn: Dennis Bennie Toronto, ON M5H 1T1 Rhoda Vyner, FBO Rhoda Vyner, FBO Senior Convertible 200,397.22 GMP Securities LP, ITF GMP Securities LP, ITF 400-F8P0-F Notes 400-F8P0-F 145 King Street West, Suite 300 145 King Street West, Suite Canada M5H1J8 300 Toronto, Ontario Canada M5H1J8 Front Street Growth & Front Street Growth & Income Class Senior Convertible 200,397.22 Income Class NBCN Inc. In Trust for Front St. Notes NBCN Inc. In Trust for Front Capital, Attn: Diane Gosse St. Ontario Canada M5X1J9 Capital, Attn: Diane Gosse 130 King St. West, Ste 3000, Toronto Ontario Canada M5X1J9 Redwood Income Strategies Redwood Income Strategies Class Senior Convertible 160,317.78 Class CIBC Mellon Global Securities Servs Notes CIBC Mellon Global Attn: Jeffrin Mahendran Securities Servs Ontario Canada M5L1G9 Attn: Jeffrin Mahendran 199 Bay St., Commerce Ct. W, Toronto Ontario Canada M5L1G9 Aston Hill Opportunities Aston Hill Opportunities Fund Senior Convertible 30,059.58 Fund 155 Wellington Street West, 2nd Floor Notes 155 Wellington Street West, Attn: Cage Carol Lee 2nd Floor Canada M5V3L3 Attn: Cage Carol Lee Toronto, Ontario Canada M5V3L3

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B4 (Official Form 4) (12/07) - Cont. In re Crumbs Bake Shop, Inc. Case No. Debtor(s)

LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS (Continuation Sheet)

(1) (2) (3) (4) (5)

Name of creditor and complete Name, telephone number and complete Nature of claim (trade Indicate if claim is Amount of claim mailing address including zip mailing address, including zip code, of debt, bank loan, contingent, [if secured, also code employee, agent, or department of creditor government contract, unliquidated, state value of familiar with claim who may be contacted etc.) disputed, or security] subject to setoff The Retail Property Trust The Retail Property Trust Crumbs Bake Contingent 27,287.62 P.O. Box 35467 P.O. Box 35467 Shop, Inc. is Newark, NJ 07193 Newark, NJ 07193 Guarantor of Roosevelt Field Lease Obligation Rockaway Center Rockaway Center Associates Crumbs Bake Contingent 22,812.34 Associates Newark Post Office Shop, Inc. is Newark Post Office P.O. Box 35466 Guarantor of P.O. Box 35466 Newark, NJ 07193-5466 Rockaway Center Newark, NJ 07193-5466 Lease Obligation

DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF A CORPORATION OR PARTNERSHIP

I, the Chief Financial Officer of the corporation named as the debtor in this case, declare under penalty of perjury that I have read the foregoing list and that it is true and correct to the best of my information and belief.

Date July 11, 2014 Signature /s/ John D. Ireland John D. Ireland Chief Financial Officer

Penalty for making a false statement or concealing property: Fine of up to $500,000 or imprisonment for up to 5 years or both. 18 U.S.C. §§ 152 and 3571.

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United States Bankruptcy Court District of New Jersey In re Crumbs Bake Shop, Inc. Case No. Debtor(s) Chapter 11

VERIFICATION OF CREDITOR MATRIX

I, the Chief Financial Officer of the corporation named as the debtor in this case, hereby verify that the attached list of creditors is true and correct to the best of my knowledge.

Date: July 11, 2014 /s/ John D. Ireland John D. Ireland/Chief Financial Officer Signer/Title

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}bk1{Creditor AddressMatrix}bk{ 1899 L Street Tower LLC 1899 L Street, N.W. Washington, DC 20036

2810 Broadway LLC c/o Hoon Chang, Esq. Larstrand Corp. 22 East 65th Street - 5th Floor New York, NY 10065

Amerishop Suburban, L.P. 1954 Greenspring Drive Suite 330 Lutherville Timonium, MD 21093

Aston Hill Capital Growth Fund 155 Wellington Street West, 2nd Floor Attn: Cage Carol Lee Toronto, Ontario Canada M5V3L3

Aston Hill Growth & Income Fund 155 Wellington Street West, 2nd Floor Attn: Cage Carol Lee Toronto, Ontario Canada M5V3L3

Aston Hill Opportunities Fund 155 Wellington Street West, 2nd Floor Attn: Cage Carol Lee Toronto, Ontario Canada M5V3L3

Cannell Capital LLC (Tristan Offshore Fund) One Capital Place, 3rd Floor Attn: J. Carlo Cannell GT Grand Cayman, KY1-1103, KY

Cannell Capital LLC (Tristan Partners) One Capital Place 3rd Floor; Attn: J. Carlo Cannell GT Grand Cayman, KY1-1103, KY Case 14-24287-MBK Doc 1 Filed 07/11/14 Entered 07/11/14 19:44:46 Desc Main Document Page 12 of 16

Coastal Foods Baking L.L.C. 14212 Interdrive West Attn: Bill Evans Houston, TX 77032

Cream-O-Land Dairies, LLC c/o Nicholas Z. Hegedus, Esq. 1001 Avenue of the Americas 12th Floor New York, NY 10018

Crumbs Retail Bake Shops, LLC 110 West 40th Street Suite 2100 New York, NY 10018

Delrina Consolidated LTD. 120 Adelaide Street West, Suite 1204 Attn: Dennis Bennie Toronto, ON M5H 1T1

Fischer Enterprises, L.L.C. 15209 Grayson Drive Attn: S. Scott Fischer Edmond, OK 73013

Front Street Canadian Hedge Fund NBCN Inc. in Trust for Front St. Capital, Attn: Diane Gosse 130 King St. West, Ste 3000, Toronto, Ontario Canada M5X1J9

Front Street Global Opportunities Class, NBCN Inc. In Trust for Front St. Capital, Attn: Diane Gosse 130 King St. West, Ste 3000, Toronto Ontario Canada M5X1J9

Front Street Growth & Income Class NBCN Inc. In Trust for Front St. Capital, Attn: Diane Gosse 130 King St. West, Ste 3000, Toronto Ontario Canada M5X1J9 Case 14-24287-MBK Doc 1 Filed 07/11/14 Entered 07/11/14 19:44:46 Desc Main Document Page 13 of 16

Front Street Tactical Equity Class NBCN Inc. In Trust for Front St. Capital, Attn: Diane Gosse 130 King St. West, Ste 3000, Toronto, Ontario Canada M5X1J9

IA Clarington Global Tactical Income Fund, RBC Dexia Investor Servs Attn: Carol Lee. Royal Bank Plaza 200 Bay St., South Tower-SL Level Ontario Canada M5J2J5

John Ireland 24764 Pealiquor Road Denton, MD 21629

Kitchener Investment Corp. CIBC Wood Gundy, Cert. Sec. Dept. 161 Bay St. 10th Fl, Attn: Abid Patel Toronto, Ontario Canada M5J2S8

Marcandy Investments Inc. 130 King Street West Suite 2210 Toronto, ON M5X 1A9

McAfee & Taft, P.C. 10th Floor, Two Leadership Square 211 N. Robinson Attn: Louis J. Price Edmond, OK 73012

Michael J. Feteke, Esq. Dilworth & Paxson, LLP Liberty View, Suite 700 457 Haddonfield Road Cherry Hill, NJ 08002

Olympic Funding, LLC c/o United American Land Attn: Stephanie Goodman 430 W. Broadway New York, NY 10012 Case 14-24287-MBK Doc 1 Filed 07/11/14 Entered 07/11/14 19:44:46 Desc Main Document Page 14 of 16

Pelican Bay, Ltd. Attn: Jim Hubbard 150 Douglas Ave. Dunedin, FL 34698

Redwood Income Strategies Class CIBC Mellon Global Securities Servs Attn: Jeffrin Mahendran 199 Bay St., Commerce Ct. W, Toronto Ontario Canada M5L1G9

Rhoda Vyner, FBO GMP Securities LP, ITF 400-F8P0-F 145 King Street West, Suite 300 Toronto, Ontario Canada M5H1J8

Rockaway Center Associates Newark Post Office P.O. Box 35466 Newark, NJ 07193-5466

Shaker and Associates, Inc. c/o William B. Sullivan, Esq. Sullivan Law Offices LLC 107 North Marion Oak Park, IL 60301

Sharyn A. Tritto, Esq. Penn Proefriedt Schwarzfeld & Schwartz 114 West 47th Street New York, NY 10036

The Retail Property Trust P.O. Box 35467 Newark, NJ 07193

Thomas J. McIntosh, Esq. Holland & Knight LLP 800 17th Street, NW, Suite 1100 Washington, DC 20006

Uncle Harry's, Inc. Attn: Gary Jalbert 1741 Corporate Parkway Suite 200 Beach, VA 23454 Case 14-24287-MBK Doc 1 Filed 07/11/14 Entered 07/11/14 19:44:46 Desc Main Document Page 15 of 16

White Coffee Company Attn: Gregory White 18-35 Steinway Place Astoria, NY 11105

York Plains Investment Corp. CIBC Wood Gundy, Cert. Sec. Dept. 161 Bay St. 10th Fl. Attn: Abid Patel Toronto, Ontario Canada M5J2S8 Case 14-24287-MBK Doc 1 Filed 07/11/14 Entered 07/11/14 19:44:46 Desc Main Document Page 16 of 16 7/11/14 5:22PM

United States Bankruptcy Court District of New Jersey In re Crumbs Bake Shop, Inc. Case No. Debtor(s) Chapter 11

CORPORATE OWNERSHIP STATEMENT (RULE 7007.1)

Pursuant to Federal Rule of Bankruptcy Procedure 7007.1 and to enable the Judges to evaluate possible disqualification or recusal, the undersigned counsel for Crumbs Bake Shop, Inc. in the above captioned action, certifies that the following is a (are) corporation(s), other than the debtor or a governmental unit, that directly or indirectly own(s) 10% or more of any class of the corporation's(s') equity interests, or states that there are no entities to report under FRBP 7007.1:

„ None [Check if applicable]

July 11, 2014 /s/ Michael D. Sirota Date Michael D. Sirota MS-4088 Signature of Attorney or Litigant Counsel for Crumbs Bake Shop, Inc. Cole, Schotz, Meisel, Forman & Leonard, P.A. Court Plaza North 25 Main Street Hackensack, NJ 07601 201-489-3000 Fax:201-489-1536

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