SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

Item 1. Security and Issuer Identity and Background

This Amendment No. 5 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, Amendment No. 3 thereto dated June 7, 2017 and Amendment No. 4 thereto dated June 9, 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. 5 is being filed to disclose the recent activities set forth in Item 4 (Purpose of Transaction) and the transactions described in Item 5.

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 20, 2017, WealthColony Management Group, LLC (“WealthColony”), in its capacity as general partner of the Limited Partnership, filed a preliminary objection with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to advise the Court that it objected to the Debtor-in-Possession (“DIP”) financing proposal made by the Issuer as a result of (i) the General Partner’s concerns about the existing management team of the Issuer, (ii) its belief that alternate financing with better terms may be available and (iii) its belief that the proposed DIP financing is not fair, reasonable and adequatete under Section 364 of the United States Bankruptcy Code because the interim DIP financing is not necessary for the operation of the Issuer and other debtors.

On June 26, 2017, the Issuer filed a complaint in the Bankruptcy Court seeking an order to enjoin WealthColony, the Limited Partnership, Jeffrey Freedman and Joseph Hagan from (a) soliciting the written consent of the Issuer’s shareholders in an effort to remove the Issuer’s board and officers and (b) exercising or enforcing written consents of the Issuer’s shareholders to remove the Issuer’s board and officers.

On June 27, 2017, WealthColony consented to the entry of a temporary restraining order enjoining it and the other defendants from obtaining, exercising or enforcing the written consents or voting power of other shareholders, while reserving all rights. WealthColony intends to vehemently oppose the entry of a preliminary injunction at a hearing scheduled for July 10, 2017.

As of June 27, 2017, holders of 31,286,120 shares of common stock have delivered to WealthColony written consents approving the removal of each of Jamieson Karson and Ronald Crane as directors of the Issuer and the appointment of Jeffrey Freedman and Randy Beller as directors of the Issuer.

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, soliciting stockholder consents, 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 145,875,935 shares of Common Stock representing approximately 41.8% of the outstanding shares of the Issuer’s Common Stock.

The aggregate percentage of Common Stock beneficially owned by the Reporting Persons is calculated in accordance with Rule 13d-3 and is 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) The Reporting Persons have not effected any transactions in the Common Stock in the past 60 days, except as follows:

WealthColony has received documents with respect to the transactions identified below which give it the right to transfer shares of the Issuer’s common stock to the Limited Partnership. The Limited Partnership has not completed the registration of the transfers with respect to all of the listed private transactions.

The purchase price for each of the shares acquired was approximately $.002 per share. The General Partner has also received documents entitling it to transfer 5,906,373 shares of Series B Convertible Preferred Stock to the Limited Partnership.

On June 16, 2017, the General Partner received documents entitling it to transfer 2,270,000 shares of common stock to the Limited Partnership from Mighty Joe Marketing, LLC. These shares were previously reported as beneficially owned by Mr. Freedman and the proposed transfer to the Limited Partnership will not increase the aggregate beneficial ownership of the Reporting Persons.

(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 30, 2017