13D Filing: Wealthcolony SPV II, L.P. and Soupman Inc. (SOUP)

 

(b)
By virtue of their control of the Limited Partnership, the WealthColony Management Group, LLC and Jeffrey
Freedman share the power to (i) vote or direct the voting and (ii) dispose or direct the disposition of all of the securities of
the Issuer held by the Limited Partnership.

 

(c)
Other than the transactions described in Items 3 and 4 above, the Reporting Persons have not effected any transactions in the
Common Stock in the past 60 days.

 

(d)
No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons.

  

(e)
Not applicable.

 

Item 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

Other
than the agreements described in Exhibits 1-3 hereto, as of the date hereof, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect
to any securities of the Issuer.

 

Item
7. MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit		Description
1		Warrant Agreement, dated December 26, 2014, between the Issuer and WealthColony SPV II, L.P. (filed as Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2015 and incorporated by reference herein).
2		Consulting Agreement between the Issuer and Mighty Joe Marketing, LLC dated January 2, 2015 (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2015 and incorporated by reference herein)
3		Joint Filing Agreement, dated June 29, 2016 (filed with the Schedule 13D being amended hereby filed with the Securities and Exchange Commission on July 5, 2016 and incorporated by reference herein).
4.		Letter to Board of Directors dated May 25, 2017.