Amended Statement of Beneficial Ownership (sc 13d/a)
June 02 2017 - 3:02PM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB
APPROVAL
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OMB
Number: 3235-0145
Expires: February
28, 2009
Estimated
average burden
hours
per response 14.5
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SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2 )*
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)
June
2, 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.
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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
63,754,400
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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
63,754,400
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,754,400
(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)
22.1
%
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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
CUSIP
No.
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8361199107
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Page
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3
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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
Management Group, LLC
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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
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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
63,754,400
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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
63,754,400
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,754,400
(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)
22.1%
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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
CUSIP
No.
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8361199107
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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
66,024,400
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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
66,024,400
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,571,400
(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)
23.0%
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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. 2 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 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. 2 is being filed to disclose the recent activities set forth in Item 4 (Purpose of Transaction) which was previously
numbered as Item 5.
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 (previously numbered as Item 5) is being amended to add the following:
On
June 2, 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 to provide additional information with respect to
its plans for the Issuer upon the change in the composition of the Issuer’s Board of Directors that was requested in
its letter to the Board dated May 25, 2017. The letter advised that the proposed plans and requested actions (as updated by
the letter) are as follows:
Management
Changes
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●
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Randy
Beller is reappointed as a member of the Board of Directors of the Issuer and is appointed
as interim Chief Executive Officer.
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●
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Jeffrey
Freedman is appointed as Chairman of the Board.
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●
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Jamieson
Karson resigns as Chairman and member of the Board of Directors.
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●
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Ronald
Crane resigns as member of the Board of Directors.
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Transition
Issues
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●
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During
the ninety (90) day period following the appointment of the Board (the “Transition
Period”), Mr. Karson will remain as an officer of the Issuer and assist the Issuer
in implementing the plan described in this letter and identifying a new Chief Executive
Officer.
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●
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Assuming
Mr. Karson’s continued service and cooperation through the Transition Period, Mr.
Karson will receive cash severance in accordance with his employment agreement
but must agree to forfeit all shares of the Company’s common stock that he currently
owns and all rights to receive shares of common stock pursuant to his employment agreement.
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●
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During
the Transition Period, Mr. Karson and other Issuer personnel will provide the new management
team with all Issuer contracts and contact information for all of the Issuer’s
current and prospective business partners, including names, titles, e-mail addresses
and phone numbers.
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●
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Mr.
Beller will be paid a moderate salary during the transition process.
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Restructuring
Phase
I
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●
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WealthColony
Management Group, LLC will work with other interested parties to establish and fund a
new company (“Newco”) which will acquire all bulk wholesale (i.e., non-tetra/grocery)
rights from the Issuer to manufacture and sell Soupman products, including sales to franchisees,
convenience stores, national restaurant chains, retail merchants and food truck/carts
for $1,000,000.
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●
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The
proceeds from the sale of the bulk wholesale rights will be used to stabilize operations,
including creditor relationships, order fulfillment and other operational matters during
the Transition Period.
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Phase
II
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●
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Newco
obtains additional financing and restarts bulk production and pays royalties to the Issuer
on Newco sales.
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●
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Newco
embarks on plan to refinance/replace existing creditors on more favorable terms.
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WealthColony
Management Group, LLC advised that in formulating its proposal, it took into account that the Issuer’s SEC filings indicate
that the Issuer has generated no revenues from the bulk sale of soup to franchisees during the last twelve months, and that its
proposal provides the Issuer with an opportunity to monetize a neglected asset and help protect brand quality which is risked
when franchisees acquire soup from third parties.
The
letter further advised the Board that 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 June 2, 2017 letter is a summary, is not complete and is qualified in its entirety by reference to
the full text of the June 2, 2017 letter, a copy of which is attached to this Schedule 13D as Exhibit 5.
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
5.
INTEREST IN SECURITIES OF THE ISSUER
(a)
WealthColony Management Group, LLC and Jeffrey Freedman may be deemed the beneficial owners of up to 66,571,400 shares
of Common Stock representing approximately 23.0% 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.
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
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.
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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 2, 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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