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

 

 

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SCHEDULE
13D

 

Under
the Securities Exchange Act of 1934

(Amendment
No. 1 )*

 

SOUPMAN,
INC.

(Name
of Issuer)

 

COMMON
STOCK

(Title
of Class of Securities)

 

8361199107

(CUSIP
Number)

 

Jeffrey
Freedman, 745 Hope Road, Eatontown, New Jersey 07724 (732) 483-4656

(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

May
25, 2017

(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 of §§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 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.

8361199107

Page

2

of

10

Pages

 

1	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   WealthColony SPV II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a)    [  ] (b)   [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   N/A	[  ]
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   63,754,000
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   63,754,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   63,754,000 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   22.1%
14	TYPE OF REPORTING PERSON (See Instructions)   PN

 

(1)

Does not include 23,745,600 shares of Common Stock which may be acquired by exercising a warrant to purchase 2,374,560 shares of Series B Convertible Preferred Stock and converting the Series B Convertible Preferred Stock into Common Stock.

 

 

SCHEDULE
13D

 

CUSIP No.

8361199107

Page

3

of

10

Pages

1	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   WealthColony Management Group, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a)    [  ] (b)   [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   N/A	[  ]
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   63,754,400
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   63,754,400

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   63,754,400 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   22.1%
14	TYPE OF REPORTING PERSON (See Instructions)   CO

 

(1)

Does not include 23,745,600 shares of Common Stock subject to issuances upon the exercise of a warrant to purchase 2,374,560 shares of Series B Convertible Preferred Stock and the conversion of such shares the Series B Convertible Preferred Stock into Common Stock.

 

 

SCHEDULE
13D

CUSIP No.

8361199107

Page

4

of

10

Pages

 

1	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Jeffrey Freedman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a)    [  ] (b)   [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   AF, PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   N/A	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   New Jersey

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   547,000
	8	SHARED VOTING POWER   66,024,400
	9	SOLE DISPOSITIVE POWER   547,000
	10	SHARED DISPOSITIVE POWER   66,024,400

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   66,571,400 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   23.0%
14	TYPE OF REPORTING PERSON (See Instructions)   IN

 

(1)

Does not include 23,745,600 shares of Common Stock which may be acquired by exercising a warrant to purchase 2,374,560 shares of Series B Convertible Preferred Stock and converting the Series B Convertible Preferred Stock into Common Stock.

 

 

SCHEDULE
13D

 

CUSIP No.

8361199107

Page

5

of

10

Pages

 

1	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Joseph W. Hagan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(c)    [  ] (d)   [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   N/A	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   New Jersey

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   2,270,000
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   2,270,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,270,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.8%
14	TYPE OF REPORTING PERSON (See Instructions)   IN

  

 

Item
2. Security and Issuer Identity and Background

 

This
Schedule 13D (the “Schedule 13D”) relates to the common stock, $.001 par value per share ( the “Common Stock”),
of Soupman, Inc. (the “Issuer”).

 

The
principal executive offices of the Issuer are located at 1110 South Avenue, Suite 100, Staten Island, New York 10314.

 

Item
3. Identity and Background

 

	(a)	This Schedule 13D is filed by WealthColony SPV II, L.P., WealthColony Management Group, LLC, Jeffrey Freedman and Joseph Hagan (collectively, the “Reporting Persons”).
	(b)	The principal business address of each of the Reporting Persons is as follows:

 

Name	Principal Business Address
WealthColony SPV II, L.P.	745 Hope Road Eatontown, New Jersey 07724
WealthColony Management Group, LLC	745 Hope Road Eatontown, New Jersey 07724
Jeffrey Freedman	745 Hope Road Eatontown, New Jersey 07724
Joseph Hagan	745 Hope Road Eatontown, New Jersey 07724

 

(c)

The principal business of each of the Reporting Persons is as follows:

 

Name	Principal Business
WealthColony SPV II, L.P.	Sole business is to invest in securities of the Issuer
WealthColony Management Group, LLC	Manager of limited partnerships.
Jeffrey Freedman	Manager of WealthColony Management Group, LLC
Joseph Hagan	Manager of Mighty Joe Marketing, LLC

 

	(d)	During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
	(e)	During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of which was 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 violations with respect to such laws.
	(f)	The individual Reporting Persons are all citizens of the United States of America. Each of WealthColony SPV II, L.P. and WealthColony Management Group, LLC was formed under Delaware law.

 

 

Item
4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

Funds for the purchase of the securities reported herein were derived from the available working capital of
the Limited Partnership and the personal funds of Jeffrey Freedman.

 

Item
5. PURPOSE OF TRANSACTION

 

On
December 26, 2014, the Issuer issued a Warrant (the “Warrant”) to WealthColony SPV II, L.P. (the “Limited Partnership”)
pursuant to which the Limited Partnership was granted the right to purchase up to 8,750,000 shares of the Issuer’s Series
B Convertible Preferred Stock at a purchase price of $.20 per share. The Series B Convertible Preferred Stock has an initial conversion
price of $.02 per share, subject to adjustment as provided in the Certificate of Designations, Rights and Preferences filed by
the Issuer with the Delaware Secretary of State in connection with the establishment of the Series B Convertible Preferred Stock.
The Warrant provides that if at the end of any thirty (30) day period following the Issue Date (December 26, 2016) the Limited
Partnership has not exercised the Warrant for $291,666 of Series B Convertible Preferred Stock (after taking into account all
prior exercises) for each such thirty (30) day period, the number of shares subject to the Warrant is subject to reduction. The
Limited Partnership has exercised the Warrant for the requisite amount of Series B Preferred Stock and thus no reduction in the
number of shares subject to the Warrant has been or will be made. The Warrant expires on August 24, 2016. The Limited Partnership
acquired 6,375,440 shares of Series B Preferred Stock pursuant to exercises of the Warrant. The Limited Partnership converted
such shares of Series B Preferred Stock into Common Stock at a conversion price of $.02 per share on the dates and in the denominations
set forth.

 

		No. of Shares of		No. of Shares of
		Class B Preferred		Common Stock
Date		Stock Converted		Issued Upon Conversion
4-11-16		4,500,440		45,004,400
6.10-16		1,220,000		12,200,000
6-18-16		655,000		6,550,000

 

On
January 2, 2015, the Issuer entered into a six month Consulting Agreement with Mighty Joe Marketing LLC (the “Consultant”),
an affiliate of Joseph Hagan and Jeffrey Freedman, pursuant to which the Consultant agreed to render such advice and services
in connection with shareholder relations as the Issuer may request. The description of such Consulting Agreement is hereby qualified
in its entirety by reference to Exhibit 2 hereto. The Issuer has issued an aggregate of 2,270,000 shares of the Company’s
Common Stock to the Consultant.

 

 

In
May 2017, Joseph Hagan ceased to be a Manager of WealthColony Management Group, LLC and no longer shares the power to vote or
dispose of the securities of the Company owned by the Limited Partnership. 

 

On
May 25, 2017, WealthColony Management Group, LLC, as the General Partner of the Limited Partnership, delivered a letter to the
Board of Directors of the Issuer on behalf of the Limited Partnership, requesting that the Board of Directors promptly (i) appoint
Jeffrey Freedman and Patrick Guadagno as members of the Board of Directors and (ii) accept the resignations of Jamieson Karson
and Ronald Crane as members of the Board of Directors. The letter advised the Board that upon reconstitution of the Board, the
Board will retain the services of Jamieson Karson as Chief Executive Officer until his replacement can be identified. The letter
further advised the Board that if the Board does not accept the proposal by 5:00 p.m. on Friday, May 26, 2017, WealthColony Management
Group, LLC reserves the right to pursue all other options to protect the Limited Partnership’s investment in the Issuer,
including, but not limited to, seeking to change the composition of the Issuer’s Board of Directors.

The
foregoing description of the May 25, 2017 letter is a summary, is not complete and is qualified in its entirety by reference to
the full text of the May 25, 2017 letter, a copy of which is attached to this Schedule 13D as Exhibit 4.

The Reporting
Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including,
without limitation, purchasing additional Common Stock or selling some or all of their Common Stock or other securities and, alone
or with others, pursuing discussions with the management, the Board of Directors, other shareholders of the Issuer and third parties
with regard to their investments in the Issuer, and/or otherwise changing their intention with respect to any and all matters
referred to in this Item 5 of Schedule 13D.

 

Item
6. INTEREST IN SECURITIES OF THE ISSUER

 

(a) As described
in Item 5, WealthColony Management Group, LLC and Jeffrey Freedman may be deemed the beneficial owners of up to 66,571,000 shares
of Common Stock representing approximately 49.4% of the outstanding shares of the Issuer’s Common Stock.  This does
not include shares issuable upon the conversion of Series B Convertible Preferred Stock which are issuable upon exercise of the
Warrant.

 

Joseph Hagan may be deemed the beneficial owner of up to 2,270,000 shares of
Common Stock representing approximately 0.8% of the outstanding shares of the Issuer’s outstanding Common Stock. Inasmuch
as Joseph Hagan is not the beneficial owner of 5% or more of the Issuer’s outstanding Common Stock, he will no longer be
a Reporting Person after the filing of this Amendment No. 1 to Schedule 13D.

 

The
aggregate percentage of Common Stock beneficially owned by the Reporting Persons is calculated based upon 288,845,379
shares of Common Stock outstanding as of May 4, 2017, as reported by the Issuer in its Quarterly Report on Form 10-Q for the
quarterly period ended February 28, 2017.

 

 

(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.

 

 

SIGNATURES

 

After
reasonable inquiry and to the best of his, her or its knowledge and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.

 

Date:
May 26, 2017

 

	WEALTHCOLONY SPV II, L.P.
	By:	WealthColony Management Group, LLC
	By:	/s/ Jeffrey Freedman
	Name:	Jeffrey Freedman
	Title:	Manager
		WealthColony Management Group, LLC
	By:	/s/ Jeffrey Freedman
	Name:	Jeffrey Freedman
	Title:	Manager
		/s/ Jeffrey Freedman
		/s/ Joseph Hagan