SCHEDULE
13D
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CUSIP
No.
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8361199107
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Page
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2
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of
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9
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Pages
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1
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NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WealthColony
SPV II, L.P.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
[ ]
(b) [X]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
WC
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A
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[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
67,255,934
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
67,255,934
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,255,934
(1)
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
PN
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(1)
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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.
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SCHEDULE
13D
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CUSIP
No.
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8361199107
|
|
|
Page
|
3
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of
|
9
|
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)
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(a)
[ ]
(b) [X]
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3
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SEC
USE ONLY
|
|
4
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SOURCE
OF FUNDS (See Instructions)
AF
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A
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[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
67,255,934
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
67,255,934
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,255,934
(1)
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
CO
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(1)
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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.
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SCHEDULE
13D
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CUSIP
No.
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8361199107
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|
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Page
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4
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of
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9
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Pages
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1
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NAMES
OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Jeffrey
Freedman
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
[ ]
(b) [X]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
AF,
PF
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A
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[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
New
Jersey
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE
VOTING POWER
547,000
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8
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SHARED
VOTING POWER
69,525,934
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9
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SOLE
DISPOSITIVE POWER
547,000
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10
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SHARED
DISPOSITIVE POWER
69,525,934
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,072,934
(1)
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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(1)
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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.
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Item
1.
Security and Issuer Identity and Background
This
Amendment No. 3 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 and Amendment No. 2 thereto dated June 2, 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. 3 is being filed to correct the number of shares of common stock beneficially owned by the Reporting Persons (as
defined below) and to disclose the recent activities set forth in Item 4 (Purpose of Transaction).
Item
2.
Identity and Background
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(a)
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This
Schedule 13D is filed by WealthColony SPV II, L.P., WealthColony Management Group, LLC
and Jeffrey Freedman (collectively, the “Reporting Persons”).
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(b)
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The
principal business address of each of the Reporting Persons is as follows:
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Name
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Principal
Business Address
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WealthColony
SPV II, L.P.
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745
Hope Road
Eatontown,
New Jersey 07724
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WealthColony
Management Group, LLC
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745
Hope Road
Eatontown,
New Jersey 07724
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Jeffrey
Freedman
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745
Hope Road
Eatontown,
New Jersey 07724
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(c)
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The
principal business of each of the Reporting Persons is as follows:
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Name
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Principal
Business
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WealthColony
SPV II, L.P.
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Sole
business is to invest in securities of the Issuer
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WealthColony
Management Group, LLC
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Manager
of limited partnerships.
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Jeffrey
Freedman
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Manager
of WealthColony Management Group, LLC
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(d)
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During
the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
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(e)
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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.
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(f)
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The
individual Reporting Person is a citizen of the United States of America. Each of WealthColony SPV II, L.P. and WealthColony
Management Group, LLC was formed under Delaware law.
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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 5, 2017, the Company, through counsel, advised WealthColony Management Group, LLC that its Board of Directors would not meet
with representatives of WealthColony Management Group, LLC to discuss the proposal set forth in of WealthColony Management Group,
LLC’s letter dated June 2, 2017 unless a non-disclosure agreement is signed, notwithstanding the fact that WealthColony
Management Group, LLC had advised that the purpose of the meeting is to discuss its proposal and that it would not be requesting
the disclosure of any confidential information. On June 6, 2017, WealthColony Management Group, LLC, in its capacity as the General
Partner of the Limited Partnership, delivered a letter to Jamieson Karson, Chief Executive Officer of the Issuer. In the June
6, 2017 letter, WealthColony Management Group, LLC advised Mr. Karson that management’s refusal to discuss its proposal
and other Board actions and matters related to the Board have raised additional concerns, including the following:
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●
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The
interests of the Board are not aligned with the interests of the Company’s shareholders and, in that connection, WealthColony
Management Group, LLC noted that neither of the current Board members has made any significant financial investment in the
Company but management has received substantial cash and/or equity-based compensation in recent years despite declining results;
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●
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The
Board’s refusal to meet with representatives of WealthColony Management Group, LLC suggests that the Board has an agenda
which may not include preserving shareholder value;
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●
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Recent
events, including the arrest of the Company’s former President and Chief Financial Officer with respect to matters relating
to the Company’s tax obligations, raise significant corporate governance and Board oversight concerns; and
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●
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The
Board’s financing strategies in recent years have been detrimental to shareholders and have placed the Company in a
precarious position, including the threat of a bankruptcy or insolvency proceeding.
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The
June 6, 2017 letter also demanded that the Company permit the authorized representatives of WealthColony Management Group, LLC
to inspect a current list of registered holders of the Company’s common stock and preferred stock and the most recent list
of non-objecting beneficial owners of the Company’s common stock and preferred stock in the Company’s possession.
WealthColony Management Group, LLC advised that the inspection request is being made so that WealthColony Management Group, LLC,
on behalf of the Limited Partnership, may communicate with other shareholders with respect to the Company’s affairs, including
the solicitation of shareholder consents.
The
foregoing description of the June 6, 2017 letter is a summary, is not complete and is qualified in its entirety by reference to
the full text of the June 6, 2017 letter, a copy of which is attached to this Schedule 13D as Exhibit 6.
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.
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Item
6.
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CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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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
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Exhibit
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Description
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1
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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).
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2
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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)
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3
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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).
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4.
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Letter
to Board of Directors dated May 25, 2017 (filed with Amendment No. 1 to the Schedule 13D being amended hereby filed with the Securities
and Exchange Commission on May 26, 2017 and incorporated by reference herein).
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5.
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Letter
to Board of Directors dated June 2, 2017. (filed with Amendment No. 2 to the Schedule 13D being amended hereby filed with
the Securities and Exchange Commission on June 2, 2017 and incorporated by reference herein).
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6.
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Letter
to Jamieson Karson dated June 6, 2017.
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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 7, 2017
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WEALTHCOLONY
SPV II, L.P.
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By:
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WealthColony
Management Group, LLC
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By:
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/s/
Jeffrey Freedman
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Name:
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Jeffrey
Freedman
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Title:
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Manager
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WealthColony
Management Group, LLC
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By:
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/s/
Jeffrey Freedman
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Name:
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Jeffrey
Freedman
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Title:
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Manager
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/s/
Jeffrey Freedman
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