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As Of Filer Filing For·On·As Docs:Size Issuer Agent 9/13/17 WealthColony SPV II, L.P. SC 13D/A 1:100K Soupman, Inc. M2 Compliance/FA |
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment to General Statement of Beneficial HTML 46K
Ownership
| UNITED
STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
OMB APPROVAL | |
| OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response 14.5 |
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)
(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. | 8361199107 | Page | 2 | of | 9 | Pages |
| 1 | NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WealthColony SPV II, L.P. |
|
| 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)
WC |
|
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A |
[ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 |
| 8 | 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% | |
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |
| Page 2 of 7 Pages |
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 | |
| 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 | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A |
[ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 |
| 8 | 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% | |
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |
| Page 3 of 7 Pages |
SCHEDULE 13D
| CUSIP No. | 8361199107 | Page | 4 | of | 9 | Pages |
| 1 | NAMES
OF REPORTING PERSON
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 | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A |
[ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
547,000 |
| 8 | SHARED VOTING POWER
119,335,964 | |
| 9 | SOLE DISPOSITIVE POWER
547,000 | |
| 10 | SHARED DISPOSITIVE POWER
119,335,964 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,882,964 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
[ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.5% | |
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |
| Page 4 of 7 Pages |
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
| Page 5 of 7 Pages |
| Page 6 of 7 Pages |
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
| WEALTHCOLONY SPV II, L.P. | ||
| By: | WealthColony Management Group, LLC | |
| By: | /s/ Jeffrey Freedman | |
| Name: | Jeffrey Freedman | |
| Title: | Manager | |
| WealthColony Management Group, LLC | ||
| By: | /s/ Jeffrey Freedman | |
| Name: | Jeffrey Freedman | |
| Title: | Manager | |
| /s/ Jeffrey Freedman | ||
| Page 7 of 7 Pages |
| This ‘SC 13D/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/13/17 | |||
| 9/8/17 | ||||
| 9/6/17 | 8-K, SC 13D/A | |||
| 8/18/17 | SC 13D/A | |||
| 6/30/17 | 4, SC 13D/A | |||
| 6/9/17 | SC 13D/A | |||
| 6/7/17 | SC 13D/A | |||
| 6/2/17 | SC 13D/A | |||
| 5/26/17 | SC 13D/A | |||
| 7/5/16 | 3, 4, SC 13D | |||
| 2/28/09 | ||||
| List all Filings | ||||