SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

Item 1. Security and Issuer Identity and Background

This Amendment No. 4 to that certain Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission on July 5, 2016, as amended by Amendment No. 1 thereto dated May 26, 2017, Amendment No. 2 thereto dated June 2, 2017 and Amendment No. 3 thereto dated January 7, 2017 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.

This Amendment No. 4 is being filed to disclose the recent activities set forth in Item 4 (Purpose of Transaction).

Item 2. Identity and Background

Item 3. 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 4. PURPOSE OF TRANSACTION

This Item 4 is being amended to add the following:

On June 9, 2017, WealthColony Management Group, LLC, in its capacity as general partner of the Limited Partnership, delivered a letter to Jamieson Karson, Chief Executive Officer of the Company, which advised that based upon its review of the Company’s public filings and input received from individuals formerly associated with the Company, WealthColony Management Group, LLC has additional concerns regarding the Company, including:

With regard to the Offerings and increased indebtedness, WealthColony Management Group, LLC advised that it is concerned that the proceeds of the Offerings may not have been used for proper corporate purposes and wants a better understanding of the rationale behind the substantial increase in indebtedness and whether this increase motivated the resignation of Board members. With regard to Mr. Rametta, WealthColony Management Group, LLC advised that based upon information it has received, it is concerned that Mr. Rametta, by reason of his participation in Board of Director meetings, his role in formulating and overseeing corporate policy and his influence on current management, is a de facto officer and director of the Company which jeopardizes the Company’s ability to raise capital in certain circumstances in a lawful fashion. WealthColony Management Group, LLC also advised that it is concerned that shareholders of the Company have been improperly diluted by reason of the Board’s inappropriate issuance of shares.

In order to investigate whether the Board has properly discharged its duties, WealthColony Management Group, LLC supplemented the inspection request made by its letter dated June 6, 2017 to include a request to inspect additional documents, including, among other things, the Company’s general ledger, bank records, Board of Director minutes, stock transfer records and certain other agreements and documents.

The foregoing description of the June 9, 2017 letter is a summary, is not complete and is qualified in its entirety by reference to the full text of the June 9, 2017 letter, a copy of which is attached to this Schedule 13D as Exhibit 7.

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 4 of Schedule 13D.

Item 5. INTEREST IN SECURITIES OF THE ISSUER

(a) WealthColony Management Group, LLC and Jeffrey Freedman may be deemed the beneficial owners of up to 70,072,934 shares of Common Stock representing approximately 24.3% 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.

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, 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: June 9, 2017