Amended Statement of Beneficial Ownership (sc 13d/a)
September 13 2017 - 11:12AM
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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hours per response 14.5
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SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 8)*
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)
September
6, 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
119,335,964
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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
119,335,964
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,335,964
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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)
41.3%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
PN
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SCHEDULE
13D
CUSIP
No.
|
8361199107
|
|
|
Page
|
3
|
of
|
9
|
Pages
|
1
|
NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WealthColony
Management Group, LLC
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
[ ]
(b)
[X]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
AF
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5
|
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
|
SOLE
VOTING POWER
0
|
8
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SHARED
VOTING POWER
119,335,964
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
119,335,964
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,335,964
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.3%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
CO
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SCHEDULE
13D
CUSIP
No.
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8361199107
|
|
|
Page
|
4
|
of
|
9
|
Pages
|
1
|
NAMES
OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey
Freedman
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
[ ]
(b)
[X]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
AF,
PF
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5
|
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
119,335,964
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9
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SOLE
DISPOSITIVE POWER
547,000
|
10
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SHARED
DISPOSITIVE POWER
119,335,964
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,882,964
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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)
41.5%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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Item
1.
Security and Issuer Identity and Background
This
Amendment No. 8 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, Amendment No. 4 thereto dated June 9, 2017, Amendment No. 5 thereto dated June 30, 2017, Amendment
No. 6 thereto dated August 18, 2017 and Amendment No. 7 thereto dated September 6, 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. 8 is being filed to disclose the recent activities set forth in Item 4 (Purpose of Transaction). Only the item in
the Schedule 13D amended by this Amendment No. is reported herein.
Item
4.
PURPOSE OF TRANSACTION
This
Item 4 is being amended to add the following:
On
September 8, 2017, Gallant Brands, Inc., an affiliate of WealthColony Management Group, LLC, completed the purchase of substantially
all of the assets of the Issuer for a purchase price of approximately $6,700,000 including $2,000,000 in cash and approximately
$$4,700,000 of indebtedness which was acquired from a secured creditor of the Company and credited to the purchase price.
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 (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 (filed with Amendment No. 3 to the Schedule 13D being amended hereby filed with the Securities and Exchange Commission on June 7, 2017 and incorporated by reference herein).
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7.
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Letter to Jamieson Karson dated June 27, 2017 (filed with Amendment No. 4 to the Schedule 13D being amended hereby filed with the Securities and Exchange Commission on June 9, 2017 and incorporated by reference herein).
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8.
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Letter to Jamieson Karson dated August 18, 2017 (filed with Amendment No. 6 to the Schedule 13D being amended hereby filed with the Securities and Exchange Commission on August 18, 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:
September 13, 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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