SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

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

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.

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.

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

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