Soupman (SOUPQ) 10-Q 2016 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 29, 2016

Or

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to ________

Commission File Number:  000-53943

SOUPMAN, INC.

 (Exact name of registrant as specified in its charter)

Delaware	61-1638630
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1110 South Avenue, Suite 100

Staten Island, New York 10314

 (Address of principal executive offices) (Zip Code)

(212) 768-7687

 (Registrant’s telephone number, including area code)

____________________________________________________________

 (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ     No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ     No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	þ
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨    No þ

Number of shares of common stock outstanding as of February 29, 2016 is 89,960,021.

PART I – FINANCIAL INFORMATION

ITEM 1.     Financial Statements

Soupman, Inc. and Subsidiaries

Consolidated Balance Sheets

	February 29, 2016			August 31, 2015
	(Unaudited)
Assets
Current Assets
Cash	$	212,684		$	611,354
Accounts receivable - net		440,680			180,766
Inventory		215,966			358,934
Prepaid expenses		32,239			47,506
Total Current Assets		901,569			1,198,560
Property and equipment - net		6,071			8,438
Accounts receivable - related parties - net		43,670			—
Due from franchisees		55,208			16,273
Due from co-marketer		115,000			—
Intangible assets - net		—			1,577
Other		4,800			4,800
Total Other Assets		218,678			22,650
Total Assets	$	1,126,318		$	1,229,648
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable and accrued liabilities	$	3,889,623		$	4,319,988
Accounts payable and accrued liabilities - related parties		202,444			196,709
Convertible debt		991,597			1,296,597
Current portion of non convertible debt		1,624,683			3,082,563
Deferred revenue		178,513			118,750
Derivative liabilities		60,387			239,748
Total Current Liabilities		6,947,247			9,254,355
Long Term Liabilities
Non convertible debt		755,000			—
Total Long Term Liabilities		755,000			—
Total Liabilities		7,702,247			9,254,355
Stockholders' Deficit
Series A convertible preferred stock, par value $0.001; 2,500,000 shares authorized, 878,639 and 881,360 issued and outstanding		879			882
Series B convertible preferred stock, par value $0.001; 45,000,000 shares authorized, 22,249,676 and 18,141,051 issued and outstanding		22,250			18,141
Series C convertible preferred stock, par value $0.001; 2,500,000 shares authorized, 1,725,000 and 0 issued and outstanding		1,725			—
Common stock, par value $0.001; 500,000,000 shares authorized, 88,038,717 and 70,967,340 issued and outstanding		88,040			70,968
Additional paid in capital		20,921,952			17,410,385
Accumulated deficit		(26,962,730	)		(24,821,607	)
Total Stockholders' Deficit		(5,927,884	)		(7,321,231	)
Noncontrolling interest		(648,045	)		(703,476	)
Total Deficit		(6,575,929	)		(8,024,707	)
Total Liabilities and Stockholders' Deficit	$	1,126,318		$	1,229,648

See accompanying notes to the unaudited financial statements

1

Soupman, Inc. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended February 29,						Six Months Ended February 29,
	2016			2015			2016			2015
Revenue
Soup sales - net	$	779,842		$	548,030			1,352,139		$	1,148,264
Franchise sales - net		104,819			—			206,250			—
Franchise royalties		47,476			43,437			95,410			84,687
Total revenue		932,137			591,467			1,653,799			1,232,951
Cost of sales		831,777			529,142			1,229,127			1,102,939
Gross profit		100,360			62,325			424,672			130,012
Operating expenses
General and administrative		983,348			385,495			1,697,632			894,306
Royalty		28,913			17,888			47,162			35,955
Total operating expenses		1,012,261			403,383			1,744,794			930,261
Loss from operations		(911,901	)		(341,058	)		(1,320,122	)		(800,249	)
Other income (expense)
Interest expense		(24,036	)		(121,429	)		(124,696	)		(428,148	)
Gain on write-off of accounts payable - net		40,746			26,791			61,808			26,791
Gain (loss) on settlement of debt		48,112			—			(227,130	)		—
Change in fair value of derivative liabilities		56,714			660,978			179,361			311,265
Loss on debt extinguishment		(654,913	)		—			(654,913	)		—
Total other income (expense)		(533,377	)		566,340			(765,570	)		(90,092	)
Net income (loss) including non controlling interest		(1,445,278	)		225,282			(2,085,692	)		(890,341	)
Net income attributable to noncontrolling interest		30,229			2,313			55,431			9,109
Net income (loss) attributable to Soupman		(1,475,507	)		222,969			(2,141,123	)		(899,450	)
Deemed dividend on preferred stock (See Note 4(B))		(3,280,151	)		—			(3,280,151	)		—
Net income (loss) attributable to common stockholders	$	(4,755,658	)	$	222,969		$	(5,421,274	)	$	(899,450	)
Net income (loss) per share, basic	$	(0.06	)	$	0.00		$	(0.07	)	$	(0.02	)
Net income (loss) per share, diluted	$	(0.06	)	$	0.00		$	(0.07	)	$	(0.02	)
Weighted average shares outstanding, basic		75,111,600			61,737,801			73,694,560			54,866,749
Weighted average shares outstanding, diluted		75,111,600			129,034,508			73,694,560			54,866,749

See accompanying notes to the unaudited financial statements

2

Consolidated Statement of Stockholders 'Deficit

Six Months Ended February 29, 2016

(Unaudited)

	Preferred Series A						Preferred Series B						Preferred Series C				Common Stock				Additional						Non-			Total
	$0.001 Par Value						$0.001 Par Value						$0.001 Par Value				$0.001 Par Value				Paid-in			Accumulated			controlling			Stockholders'
	Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Capital			Deficit			Interest			Deficit
Balance, August 31, 2015		881,360		$	882			18,141,051		$	18,141			—	$	—		70,967,340	$	70,968	$	17,410,385		$	(24,821,607	)	$	(703,476	)	$	(8,024,707	)
Stock based compensation		—			—			—			—			—		—		2,500,001		2,500		210,458			—			—			212,958
Issuance of common stock for services rendered		—			—			—			—			—		—		170,001		170		20,870			—			—			21,040
Issuance of common stock for debt and accrued interest ($0.40 /share)		—			—			—			—			—		—		12,898,654		12,899		433,047			—			—			445,946
Excess of fair market value of common stock over share issuance price to settle debt		—			—			—			—			—		—		—		—		520,163			—	��		—			520,163
Issuance of additional common stock for inducement to settle debt		—			—			—			—			—		—		1,500,000		1,500		118,500			—			—			120,000
Issuance of Series B preferred stock for services rendered ($0.50 /share)		—			—			59,625			60			—		—		—		—		29,753			—			—			29,813
Issuance of Series B preferred stock for debt ($0.40 /share)		—			—			2,750,000			2,750			—		—		—		—		1,097,250			—			—			1,100,000
Excess of fair market value of Series B stock over share issuance price to settle debt		—			—			—			—			—		—		—		—		134,750			—			—			134,750
Issuance of Series B preferred stock for cash ($0.20 /share)		—			—			4,749,000			4,749					—		—		—		945,051			—			—			949,800
Conversion of Series A preferred stock to common stock		(2,721	)		(3	)		—			—			—		—		2,721		3		—			—			—			—
Conversion of Series B preferred stock to Series C preferred stock		—			—			(3,450,000	)		(3,450	)		1,725,000		1,725		—		—		1,725			—			—			—
Discount due to BCF		—			—			—			—			—		—		—		—		(3,280,151	)		—			—			(3,280,151	)
Accretion of BCF		—			—			—			—			—		—		—		—		3,280,151			—			—			3,280,151
Net loss		—			—			—			—			—		—		—		—		—			(2,141,123	)		55,431			(2,085,692	)
Balance, February 29, 2016		878,639		$	879			22,249,676		$	22,250			1,725,000	$	1,725		88,038,717	$	88,040	$	20,921,952		$	(26,962,730	)	$	(648,045	)	$	(6,575,929	)

See accompanying notes to the unaudited financial statements

3

Soupman, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended February 29,
	2016			2015
Cash Flows From Operating Activities:
Net loss	$	(2,085,692	)	$	(890,341	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		2,367			2,509
Amortization of intangibles		1,577			6,638
Amortization of debt discount		—			453,674
Amortization of debt issue cost		—			22,096
Bad debt expense		1,196			—
Stock based compensation		212,958			45,304
Stock issued for services		50,853			268,116
Stock issued to settle debt		—			(311,265	)
Common stock issued for inducement to settle debt		120,000
Excess of fair market value of common stock over share issuance price to settle debt		520,163
Excess of fair market value of Series B stock over share issuance price to settle debt		134,750			—
Change in fair market value of derivative liabilities		(179,361	)		—
Gain on write off of accounts payable		(61,808	)		(26,791	)
Loss on settlement of debt		107,130			—
Due from other		(115,000	)		—
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable - net		(261,110	)		(64,083	)
Accounts receivable - related party		(43,670	)		(39,780	)
Inventory		142,968			122,060
Prepaid expenses		15,267			28,199
Other assets		—			(692	)
Accounts payable and accrued liabilities		207,759			64,215
Accounts payable and accrued liabilities - related parties		5,735			(228,186	)
Deferred franchising revenue		59,763			(4,000	)
Net Cash Used in Operating Activities		(1,164,155	)		(552,327	)
Cash Flows From Investing Activities:
Due from franchisee		(38,935	)		(16,000	)
Net Cash Used in Investing Activities		(38,935	)		(16,000	)
Cash Flows From Financing Activities:
Proceeds from issuance of notes		70,000			383,500
Proceeds from issuance of Series B preferred stock for cash		949,800			943,000
Repayment of debt and accrued interest in cash		(215,380	)		(734,735	)
Net Cash Provided by Financing Activities		804,420			591,765
Net increase (decrease) in cash		(398,670	)		23,438
Cash at beginning of year		611,354			14,179
Cash at end of period	$	212,684		$	37,617

(Continued)

See accompanying notes to the unaudited financial statements

4

Soupman, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

(Unaudited)

	Six Months Ended February 29,
	2016		2015
Supplemental disclosures of cash flow information:
Cash paid for interest		—	$	2,000
Cash paid for taxes		—	$	—
Supplemental disclosures of non-cash investing and financing activities:
Debt converted to Series A preferred stock	$	1,100,000	$	—
Reclassification of short term debt to long term debt	$	755,000	$	—
Reclassification of accrued interest to debt	$	444,758	$	—
Common stock issued as an inducement to settle debt	$	445,946	$	83,972
Reclassification of accrued commissions to debt	$	12,500	$	—
Conversion of Series B preferred stock Series C preferred stock	$	1,725	$	—
Conversion of Series A preferred stock to common stock	$	3	$	—
Stock issued for prior year employee payroll and expenses	$	—	$	404,866
Debt discount recorded on derivatives	$	—	$	309,404
Reclassification of derivative from equity to liability	$	—	$	90,589

See accompanying notes to the unaudited financial statements

5

Soupman, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

February 29, 2016

(Unaudited)

Note 1 - Significant Accounting Policies and Basis of Presentation

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America,  the rules and regulations of the United States Securities and Exchange Commission for interim financial reporting  the instructions to Form 10-Q,  and Article 8-03 of Regulation S-X. Accordingly, they may not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the full year.

The unaudited interim consolidated financial statements should be read in conjunction with the Company’s Annual Report filed on Form 10-K for the year ended August 31, 2015, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operation, for the year ended August 31, 2015. The interim results for the period ended February 29, 2016 are not necessarily indicative of results for the full fiscal year.

Fair Value of Financial Instruments

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

The following are the hierarchical levels of inputs to measure fair value:

· Level 1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.

· Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

· Level 3 – Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

	February 29, 2016		August 31, 2015
Derivative liabilities (balance)	$	60,387	$	239,748

The Level 3 valuation relates to derivative liabilities measured using management's estimates of fair value as well as other significant inputs, such as volatility and risk free interest rate, which may be unobservable. See Note 3.

The Company has determined the estimated fair value amounts presented in these financial statements using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented in the financial statements are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

Fair value estimates are based upon pertinent information available. The Company has determined that the carrying value of all financial instruments approximates fair value. The Company's financial instruments consist primarily of accounts receivable, inventory, prepaid expenses, accounts payable including accrued liabilities and debt. The carrying amounts of the Company's financial instruments generally approximated their fair values at February 29, 2016 and August 31, 2015, respectively.

6

Soupman, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

February 29, 2016

(Unaudited)

Note 2 - Debt

Debt consists of the following at February 29, 2016 and August 31, 2015:

Description	February 29, 2016		August 31, 2015
A. Unsecured convertible debt – derivative liabilities	$	87,500	$	1,296,597
Less : debt discount		—		—
Convertible debt – net		87,500		1,296,597
B. Unsecured convertible debt – non-derivatives		904,097		—
Less : debt discount		—		—
Convertible debt – net		904,097		—
C. Unsecured demand/term debt		229,683		382,563
D. Secured debt		2,150,000		2,700,000
Total debt	$	3,371,280	$	4,379,160

On February 24, 2016, the Company, with shareholder approval, increased its number of common shares from 75 million to 500 million. As a result, the Company reclassed debts that were recorded as derivatives due to tainting, back to their original classifications.

Debt in default consists of secured and unsecured notes totaling approximately $1.9 million and $2.6 million at February 29, 2016 and August 31, 2015, respectively.

The corresponding debts above are more fully discussed below:

(A)

Unsecured Convertible Debt – Derivative Liabilities

Description	February 29, 2016			August 31, 2015
Carry forward balance	$	1,296,597		$	1,533,154
Borrowings		—			300,000
Repayment of derivative debt		—			(32,692	)
Conversion of derivative debt to stock		(305,000	)		(790,712	)
Reclassification of derivative debt back to convertible debt (tainting removed)		(904,097	)		286,847
Ending balance	$	87,500		$	1,296,597

A summation of derivative debt issued during the six months ended February 29, 2016 and the year ended August 31, 2015, respectively, are set out below:

Description	Information	February 29, 2016	August 31, 2015
Interest Rate				10%
Maturity Date(s)			Oct. 6, 2016
Series 10	10% per annum interest; convertible on demand at $0.04			300,000

During the six months ended February 29, 2016, the Company recorded a gain on the settlement of derivative debt of $48,653, which is included in “Gain (loss) on the settlement of debt” on the Company’s consolidated statement of operations.

The Company also incurred a loss on the conversion of debt to stock of $520,163, which is included in “Loss on Debt Extinguishment” on the Company’s consolidated statement of operations.

7

Soupman, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

February 29, 2016

(Unaudited)

Total derivative debt at February 29, 2016 and August 31, 2015 consists of the following.

Description	Information	February 29, 2016		August 31, 2015
Series 2	Convertible at $1.00 per share	$	75,000	$	120,000
Series 3	Convertible at $0.75 per share		12,500		72,500
Series 4	Convertible at $0.75 per share		—		724,097
Series 7	Convertible at $0.60 per share		—		280,000
Series 8	Convertible at $0.40 per share		—		100,000
Total		$	87,500	$	1,296,597

(B)

Unsecured Convertible Debt – Non-derivatives

Description	February 29, 2016			August 31, 2015
Carry forward balance	$	—		$	1,378,207
Borrowings		70,000			83,500
Repayment of convertible debt		—			(631,819	)
Conversion of convertible debt to stock		(70,000	)		(844,250	)
Gain on debt settlement		—			(48,791	)
Reclassification of derivative debt to convertible debt (tainting removed)		904,097			63,153
Ending balance	$	904,097		$	—

A summation of unsecured convertible non-derivative debt issued during the six months ended February 29, 2016 and the year ended August 31, 2015, respectively, are set out below:

Description	Information	February 29, 2016	August 31, 2015
Interest rate				8%
Default interest rate				N/A
Term			9 months
Maturity			Sep. 5, 2015 to June 9, 2015
Series 5 debt	Zero percent (0%) interest if repaid within 3 months; Convertible at the lesser of $0.47 or 65% of the lowest trade price in the then prior 25 days, but only after 180 days from the loan date			—
Series 7 debt	1-year, 12% interest, fixed conversion at $0.60			—
Series 8 debt	24 month, 8% interest, fixed conversion at $0.40			—
Series 9 debt	9 month, 8% interest, convertible after 180 days at $0.02 per share.	$	$	83,500

8

Soupman, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

February 29, 2016

(Unaudited)

(C)

Unsecured Demand/Term Debt

Unsecured demand notes consist of the following at February 29, 2016 and August 31, 2015:

Description	February 29, 2016			August 31, 2015
Carry forward balance	$	382,563		$	833,192
Borrowings		—			100,000
Repayments		(65,380	)		(150,629	)
Conversion into master license agreement		(100,000	)
Conversion of demand debt to stock		—			(50,000	)
Rollup of accrued commissions to term debt		12,500			—
Reclassification to derivative debt due to tainting		—			(350,000	)
Ending balance	$	229,683		$	382,563

Unsecured demand notes consisted of the following at February 29, 2016 and August 31, 2015:

Information	Maturity	February 29, 2016		August 31, 2015
Represents current unsecured demand debt	Nov. 6, 2015 – Sep. 30, 2015	$	196,350	$	335,063
Represents an advance from a third party	Due on demand		10,000		10,000
The Company settled litigation in this matter during the period; see Note 5.	Settled		23,333		37,500
Total		$	229,683	$	382,563

During the six months ended February 29, 2016, the Company settled a debt dispute with GSM for $50,000 plus 1,500,000 shares of common stock, having a fair value of $120,000, based upon the quoted closing price of the Company’s common stock on the date of the settlement. The Company recorded a loss of $120,000 in connection with the settlement, which is included in “Gain (loss) on the settlement of debt” on the Company’s consolidated statement of operations. The Company also recorded a gain on settlement of accounts payable brought about by the reduction of accrued commissions due GSM of $9,474; the remaining accrued commissions were reclassed to debt.  

(D)

Secured Debt

Description	February 29, 2016			August 31, 2015
Carry forward balance	$	2,700,000		$	2,700,000
Additional debt brought about in debt settlement		155,242			—
Repayment of debt		(50,000	)		—
Conversion of secured debt to stock		(1,100,000	)		—
Reclassification of accrued interest to debt		444,758			—
Ending balance	$	2,150,000		$	2,700,000

During the six months ended February 29, 2016, the Company settled a debt dispute with Penny Hart (“Hart”), incurring a loss of $155,242 in connection with the settlement, which is included in “Gain (loss) on the settlement of debt” on the Company’s statement of operations. As part of the settlement, Hart agreed to convert $1,100,000 of the total $2,100,000 debt into shares of the Company’s stock at $0.04 per share; the Company incurred a loss on the conversion of $134,750, which is included in “Loss on Debt Extinguishment” on the Company’s statement of operations. Because the agreement calls for payment of the remaining $1 million over 3 years, the Company reclassed the long-term portion of the note to long-term liabilities.

9

Soupman, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

February 29, 2016

(Unaudited)

Secured debt consisted of the following activity and terms for the six months ended February 29, 2016 and the year ended August 31, 2015, respectively:

Information	February 29, 2016		August 31, 2015
Interest Rate		5.00%		12.75%
Maturity	November 9, 2018		Aug. 8, 2015
Secured by all the assets of OSM	$	2,150,000	$	2,700,000

(E)

Debt discount

	February 29, 2016		August 31, 2015
Total outstanding debt	$	3,371,280	$	4,379,160
Carry forward debt discount – net		—		(335,318	)
Debt discount		—		(316,102	)
Amortization of debt discount		—		621,009
Reclassification of debt discount		—		30,411
Debt – net	$	3,371,280	$	4,379,160

The Company records debt discount relating to its derivative debt to the extent of gross proceeds raised in its debt financing transactions, and immediately expenses the remaining value of the derivative if it exceeded the gross proceeds of the note. No derivative expenses were incurred during the six months ended February 29, 2016.

Note 3 - Derivative Liabilities

The Company identified conversion features embedded within convertible debt and/or warrants issued during the six months ended February 29, 2016 and the year ended August 31, 2015, respectively, (see Note 2(A)).

The fair value of the Company’s derivative liabilities at February 29, 2016 and August 31, 2015 is as follows.

	February 29, 2016			August 31, 2015
Carry forward balance	$	239,748		$	180,418
Fair value at the commitment date for convertible debt		—			880,552
Loss on debt extinguishment		—			198,132
Fair value mark-to-market adjustment		(179,361	)		(817,223	)
Reclassification of derivative associated with convertible debt that was settled		—			(202,131	)
Derivative liabilities (balance)	$	60,387		$	239,748

The fair value at the commitment and re-measurement dates for convertible debt and warrants that are treated as derivative liabilities were based upon the following management assumptions for the six months ended February 29, 2016:

	Commitment Date		Re-measurement Date
Exercise price	N/A		$0.35 - 1.00
Expected dividends		N/A		0	%
Expected volatility		N/A		132%-237	%
Expected term: convertible debt and warrants	N/A		3 days to 3 months
Risk free interest rate		N/A		0.11% - 0.33	%

10

Soupman, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

February 29, 2016

(Unaudited)

Note 4 - Stockholders’ Deficit

(A)

Series A – Convertible Preferred Stock

Series A convertible preferred stock consists of the following activity for the six months ended February 29, 2016:

Balance – August 31, 2015	881,360
Conversion to common stock	(2,721	)
Balance – February 29, 2016	878,639

No gain or loss was recorded in the conversion of preferred to common stock.

(B)

Series B – Convertible Preferred Stock

Series B convertible preferred stock consists of the following activity for the six months ended February 29, 2016:

						Range of value
Type	Shares			Fair value		per share
Balance – August 31, 2015		18,141,051		$	4,501,382
Shares issued for cash		4,749,000			949,800	$0.20
Shares issued for debt conversion		2,750,000			1,100,000	$0.40
Shares issued for services rendered		59,625			29,813	$0.50
Conversion of preferred Series B to Series C		(3,450,000	)		—	—
Balance – February 29, 2016		22,249,676		$	6,580,995

Prior to February 24, 2016, the effective conversion rate of the Company’s Series B preferred shares was less than the market price of the underlying common stock when issued but the Company lacked available common shares to allow Series B shareholders to convert their shares into common shares. These factors created a contingent beneficial conversion feature (“BCF”), which is shown on the Company’s current statement of operations as a deemed dividend of $3,280,151 (not an actual dividend), which affects EPS only.

(C)

Series C – Convertible Preferred Stock

Series C convertible preferred stock consists of the following activity for the six months ended February 29, 2016:

					Range of value
Type	Shares		Fair value		per share
Balance – August 31, 2015		—	$	—
Shares issued for cash		—		—
Shares issued for debt conversion		—		—
Shares issued for services rendered		—		—
Conversion of preferred Series B to Series C		1,725,000		—
Balance – February 29, 2016		1,725,000	$	—

There was no BCF on the conversion of Series B to Series C shares.

11

Soupman, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

February 29, 2016

(Unaudited)

(D)

Common Stock

For the six months ended February 29, 2016, the Company issued the following shares of common stock:

					Range of value
Type	Shares		Fair value		per share
1. Stock issued for compensation(1)		2,500,001	$	210,958	$0.07 - $0.11
2. Stock issued for services(2)		170,001	$	21,040	$0.09 - $0.14
3. Stock issued as an inducement to settle debt (see Note 2.)		1,500,000	$	120,000	$0.02 - $0.08
4. Stock issued for debt and accrued interest		12,898,654	$	445,946	$0.04

1.

This includes the expense amount for shares issued below market price.

2.

This includes the expense amount for shares issued below market price.

(E)

Stock Options

There were no stock options issued for the six months ended February 29, 2016.

The following is a summary of the Company’s stock option activity for the six months ended February 29, 2016.

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Balance – August 31, 2015		1,975,000	$	0.53	5.44 years		—
Granted		—		—
Exercised		—		—
Forfeited		—		—
Balance – February 29, 2016		1,975,000	$	0.53	4.94 years		—
Exercisable – February 29, 2016		1,975,000	$	0.53	4.94 years		—
Grant date fair value of options granted			$	147,588
Weighted average grant date fair value			$	0.75
Outstanding options held by related parties (February 29, 2016)		1,450,000
Exercisable options held by related parties (February 29, 2016)		1,450,000

For the six months ended February 29, 2016, the Company had no expenses related to vested options.

(F)

Stock Warrants

The following is a summary of the Company’s stock warrant activity for the six months ended February 29, 2016. Any warrants that were not exercised during the term of the warrants are shown in the below table as forfeited:

	Number of Warrants			Weighted Average Exercise Price
Balance at August 31, 2015		7,496,140		$	0.42
Granted (for debt)		—			—
Granted (other)		—			—
Exercised		—			—
Expired		(931,757	)		0.50
Balance at February 29, 2016		6,564,383		$	0.41

12

Soupman, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

February 29, 2016

(Unaudited)

	Warrants Outstanding						Warrants Exercisable
Range of exercise price	Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		��	Weighted Average Exercise Price		Intrinsic Value
$0.03 - $1.25		6,564,383		1.92	$	0.41		6,564,383		$	0.41	$	96,750

Note 5 - Commitments and Contingencies

Litigations, Claims and Assessments

There have been no changes to the status of our legal proceedings since our last 10-Q Report.

Note 6 - Going Concern

As reflected in the accompanying consolidated financial statements for the six months ended February 29, 2016, the Company had a net loss including non-controlling interest of approximately $2.1 million, net cash used in operations of approximately $1.1 million, working capital deficit of approximately $6 million and a stockholders’ deficit of approximately $6.6 million. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ability of the Company to continue its operations is dependent on management's plans, which may include the raising of capital through equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.

The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The Company believes its current available cash along with anticipated revenues will be insufficient to meet its cash needs for the next twelve months. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.

In response to these problems, management has taken the following actions:

· seeking additional equity financing for operations, marketing and potential acquisitions

· seeking to increase sales and distribution of Tetra Pak products;

· seeking to open new franchise locations

· allocating sufficient resources to continue advertising and marketing efforts

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 7 - Subsequent Events

Since February 29, 2016, the Company issued 1,921,304 shares of its common stock for services having an aggregate fair value of $148,725 based on the quoted closing trading price on the dates of issuance.

13

ITEM 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following analysis of our consolidated financial condition and results of operations for the three and six months ended February 29, 2016 should be read in conjunction with the consolidated financial statements, including footnotes, and other information presented elsewhere in this Quarterly Report on Form 10-Q and the risk factors and the financial statements and the other information set forth in our Annual Report on Form 10-K. 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition.

Cautionary Note Regarding Forward-Looking Statements

This report and other documents that we file with the Securities and Exchange Commission contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about our future performance, our business, our beliefs and our management’s assumptions. Statements that are not historical facts are forward-looking statements, including forward-looking information concerning pharmacy sales trends, prescription margins, number and location of new store openings, outcomes of litigation, and the level of capital expenditures, industry trends, demographic trends, growth strategies, financial results, cost reduction initiatives, acquisition synergies, regulatory approvals, and competitive strengths. Words such as “expect,” “outlook,” “forecast,” “would,” “could,” “should,” “project,” “intend,” “plan,” “continue,” “sustain”, “on track”, “believe,” “seek,” “estimate,” “anticipate,” “may,” “assume,” and variations of such words and similar expressions are often used to identify such forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance and involve risks, assumptions and uncertainties, including, but not limited to, those described in our reports that we file or furnish with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, our actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except to the extent required by law, we undertake no obligation to update publicly any forward-looking statements after the date they are made, whether as a result of new information, future events, changes in assumptions or otherwise.

OVERVIEW

Description of the Company

Unless otherwise stated, the terms "we," "us", "our" and the "company" refer to Soupman, Inc. and its consolidated subsidiaries.

We manufacture and sell soups under the brand name “Original Soupman”. Our soups can be purchased in national supermarket chains such as Kroger, Publix and Safeway in shelf stable Tetra Recart packaging allowing for maximum shelf life and freshness in every carton. The annual market size for soup sales to grocery and chain stores in the US is approximately $6.4 billion.

We also sell our Original Soupman soups in flash-frozen “heat ‘n serve” pouches, to our franchisees such as our flagship store at 55^th street and 8^th avenue, the Mohegan Sun Casino in Connecticut, Mohegan Sun Resorts in Atlantic City New Jersey, the Original Soupman and Delicatessen at Roosevelt Field mall in Long Island, New York, and to educational institutions (such as the New York City Public school system). In addition to our soups, we sell to our educational institution customers, various vegetarian items such a Mexicali Beans, Stewed Pinto Beans and Curried Chick Peas with Tomatillos, which are low in fat, low in sodium and high in dietary fiber.

14

Executive Summary

This Executive Summary provides significant highlights from the discussion and analysis that follows. Each balance sheet comparison compares February 29, 2016 (the end of the current period) to August 31, 2015 (the end of the prior fiscal year); each income statement comparison compares the six months ended February 29, 2016 to the six months ended February 28, 2015.

·

Accounts payable and accrued liabilities decreased approximately 10% or approximately $425,000.

·

Debt decreased by approximately 30% or $1 million.

·

Revenue increased 18% due primarily an increase in sales to grocery stores and franchise sales and the reduction of slotting fees.

·

Tetra sales increased 63%, or approximately $425,000.

·

Administrative expenses increased 88% or approximately $815,000 due primarily to increases in compensation expense related to the addition of senior management and professional fees.

·

Net loss increased 134% or approximately $1,195,000, due primarily to a marked increase in other expenses mainly attributable to losses from the settlement and extinguishment of debt and, to a lesser extent, increased compensation expenses.

Year-over-year comparability of earnings and earnings per share

The following items affected the comparability of year-over-year earnings and earnings per share:

· During the six months ended February 29 2016, we posted a loss on the settlement of debt of approximately $227,000, which includes $120,000 for shares issued.  

· During the six months ended February 29 2016, we posted a loss on the extinguishment of debt of approximately $655,000.  

Net loss attributable to noncontrolling interests

We own 80% controlling interest in Kiosk Concepts, Inc.; the remaining 20% is owned by Al Yeganeh, from whom we license our soup recipes. The noncontrolling interests' share in the net loss was included in net loss attributable to noncontrolling interests in the consolidated statements of operations.

DISCUSSION AND ANALYSIS

There were no unusual or infrequent events or transactions, or significant economic changes that materially affected the amount of reported income or expenses from operations and nor is the Company aware of any known uncertainties that it reasonably expects will have a material impact income or expenses from operations, other than in the normal course of business such as seasonality.

15

Results of Operations –Three Months Ended February 29, 2016 and February 28, 2015

The following table summarizes our operating results for the three months ended February 29, 2016 and 2015; all amounts have been rounded to the nearest thousandth.

	2/29/2016			2/28/2015
Revenue	$	932,000		$	591,000
Cost of Sales		832,000			529,000
Gross Profit		100,000			62,000
Operating Expenses		1,012,000			403,000
Loss From Operations		(912,000	)		(341,000	)
Other Income		(533,000	)		566,000
Net Loss (including non-controlling interest)	$	(1,445,000	)	$	225,000

Soup sales

Soup sales accounted for approximately 84% and 93% of overall revenue for the three months ended February 29, 2016 and 2015, respectively, while franchise activities accounted for the remaining 16% and 7%, respectively. Our year-over-year revenues increased approximately 58%.

The following table summarizes our soup sales for the three months ended February 29, 2016 and 2015; all amounts have been rounded to the nearest thousandth. Soup sales are net of slotting fees (a onetime fee charged by supermarkets in order to have the product placed on their shelves) and sales discounts (early payment discounts).

	2/29/2016						2/28/2015
	Sales			% of sales			Sales			% of sales
Gross grocery store sales (Tetra)	$	515,000		66		%	$	461,000		84		%
Gross educational institution sales	$	90,000		12		%	$	143,000		26		%
Gross franchise sales	$	191,000		24		%	$	79,000		14		%
Slotting/Promotion		(3,000	)		0	%		(122,000	)		-22	%
Early Payment Discount		(13,000	)		-2	%		(13,000	)		-2	%
Net grocery store sales	$	780,000					$	548,000

Our year-over-year increase in our grocery store sales is primarily attributable to the acquisition of new customers and the marked decrease in slotting fees. Our year-over-year decrease in sales to educational institutions is primarily attributable to lower sales to the City of New York’s school system.

Cost of Sales

The following table summarizes our cost of sales for the three months ended February 29, 2016 and 2015; all amounts have been rounded to the nearest thousandth. Cost of sales represents costs associated with soup sales only.

	2/29/2016					2/28/2015
	Costs		% of Total			Costs		% of Total
Grocery Stores	$	532,000		64	%	$	306,000		58	%
Educational Institutions		76,000		9	%		109,000		21	%
Franchisees		135,000		16	%		49,000		9	%
Freight		89,000		11	%		65,000		12	%
Total	$	832,000				$	529,000

16

Operating Expenses

Year over year operating expenses increased approximately 151% or approximately $609,000. The increase was primarily attributable to an increase in compensation related to new hires and other professional fees.

The following table summarizes major components of our operating expenses for the three months ended February 29, 2016 and February 28, 2015; all amounts have been rounded to the nearest thousandth.

	2/29/2016		2/28/2015
Compensation expense		466,000		164,000
Professional fees		175,000		54,000
Marketing/Advertising/Branding/Public Relations/Promotions		143,000		46,000
Travel		73,000		56,000

Other Income (Expense)

Year-over-year other expenses decreased approximately 194%, from an approximately $566,000 gain to an approximately $533,000 loss. This increase was primarily attributable to losses from the settlement and extinguishment of debt.

Net Loss

Year-over-year net loss decreased approximately 742% due to the various factors discussed above, which impacted revenue, cost of sales, gross profit and operating expenses. Our year-over-year basic and diluted net loss per share increased by $0.06 per share, due primarily to a one time deemed dividend resulting from the removal of tainting.

Results of Operations –Six Months Ended February 29, 2016 and February 28, 2015

The following table summarizes our operating results for the six months ended February 29, 2016 and 2015; all amounts have been rounded to the nearest thousandth.

	2/29/2016			2/28/2015
Revenue	$	1,654,000		$	1,233,000
Cost of Sales		1,229,000			1,103,000
Gross Profit		425,000			130,000
Operating Expenses		1,744,000			930,000
Loss From Operations		(1,206,000	)		(800,000	)
Other Income		(766,000	)		(90,000	)
Net Loss (including non-controlling interest)	$	(2,086,000	)	$	(890,000	)

Soup sales

Soup sales accounted for approximately 82% and 93% of overall revenue for the six months ended February 29, 2016 and 2015, respectively, while franchise activities accounted for the remaining 18% and 7%, respectively. Our year-over-year revenues increased approximately 34%.

17

The following table summarizes our grocery store soup sales for the three months ended February 29, 2016 and 2015; all amounts have been rounded to the nearest thousandth. Soup sales are net of slotting fees (a onetime fee charged by supermarkets in order to have the product placed on their shelves) and sales discounts (early payment discounts).

	2/29/2016						2/28/2015
	Sales			% of sales			Sales			% of sales
Gross grocery store sales (Tetra)	$	941,000		70		%	$	935,000		69		%
Gross educational institution sales		149,000		11		%		301,000		22		%
Gross franchise sales		281,000		21		%		266,000		20		%
Slotting/Promotion		(4,000	)		0	%		(330,000	)		-24	%
Early Payment Discount		(15,000	)		-1	%		(24,000	)		-2	%
Net grocery store sales	$	1,352,000					$	1,148,000

Our year-over-year increase in our grocery store sales is primarily attributable to the acquisition of new customers and the marked decrease in slotting fees. Our year-over-year decrease in sales to educational institutions is primarily attributable to lower sales to the City of New York’s school system.

Cost of Sales

The following table summarizes our cost of sales for the three months ended February 29, 2016 and 2015; all amounts have been rounded to the nearest thousandth. Cost of sales represents costs associated with soup sales only.

	2/29/2016					2/28/2015
	Costs		% of Total			Costs		% of Total
Grocery Stores	$	791,000		64	%	$	594,000		54	%
Educational Institutions		118,000		10	%		222,000		20	%
Franchisees		200,000		16	%		187,000		17	%
Freight		120,000		10	%		100,000		9	%
Total	$	1,229,000				$	1,103,000

Operating Expenses

Year over year operating expenses increased approximately 88% or approximately $815,000. The increase was primarily attributable to an increase in compensation related to new hires and other professional fees.

The following table summarizes major components of our operating expenses for the six months ended February 29, 2016 and February 28, 2015; all amounts have been rounded to the nearest thousandth.

	2/29/2016		2/28/2015
Compensation expense		744,000		245,000
Professional fees		348,000		128,000
Stock based compensation		—		41,000
Marketing/Advertising/Branding/Public Relations/Promotions		248,000		104,000
Travel		118,000		71,000
Insurance		64,000		82,000

Other Income (Expense)

Year-over-year other expenses increased approximately 750%, from approximately $90,000 to approximately $766,000. This increase was primarily attributable to losses from the settlement and extinguishment of debt.

18

Net Loss

Year-over-year net loss increased approximately 134% due to the various factors discussed above, which impacted revenue, cost of sales, gross profit and operating expenses. Our year-over-year basic and diluted net loss per share increased by $0.05 per share, due primarily to a one time deemed dividend resulting from the removal of tainting.

LIQUIDITY AND CAPITAL RESOURCES

We expect foreseeable liquidity and capital resource requirements to be met through anticipated cash flows from operations and investments in our company. We believe that our sources of financing will be adequate to meet our requirements for the next twelve months.

We lost cash from operations of approximately $1.2 million during the six months ended February 29, 2016, compared to an approximately $552,000 loss during the six months ended February 28, 2015.

We received proceeds of approximately $950,000 from the issuance of Series B Preferred shares during the quarter ended February 29, 2016 and repaid debt and accrued interest of approximately $215,000, compared to the issuance of debt of approximately $943,000 and the repayment of debt and accrued interest of approximately $735,000 during the six months ended February 28, 2015.

The following table summarizes our working capital as of February 29, 2016 and August 31, 2015; all amounts have been rounded to the nearest thousandth.

	February 29, 2016			August 31, 2015
Current assets	$	902,000		$	1,199,000
Current liabilities		6,947,000			9,254,000
Working capital (deficit)	$	(6,046,000	)	$	(8,055,000	)

At February 29, 2016, we had cash and cash equivalents of approximately $213,000 as compared to approximately $611,000 at August 31, 2015.  During the six months ended February 29, 2016, our working capital deficit decreased approximately $2,009,000, primarily attributable to a decrease in debt of approximately $1,008,000, accounts payable of approximately $425,000 and a derivative liability of approximately $179,000, offset by decreases in cash and inventory of approximately $399,000 and $143,000, respectively.

Current and Future Financing Needs

We have incurred a stockholders’ deficit of approximately $6.6 million through February 29, 2016 and have incurred a net loss including non-controlling interest of approximately $2.1 million for the six months ended February 29, 2016.  We have incurred negative cash flow from operations since inception and have primarily financed our operations through the sale of stock and the issuance of notes. At February 29, 2016, we had short-term debt of approximately $2.6 million and a working capital deficit of approximately $6 million. These factors raise doubt about our ability to continue as a going concern.

We expect to spend capital in connection with implementing our business strategy, including the promotion of our shelf stable Tetra Pak, our advertising and marketing campaigns and fees in connection with regulatory compliance and corporate governance. The actual amount of funds we will need to operate is subject to many factors, some of which are beyond our control. We do not have sufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. If our anticipated sales for the next few months do not meet our expectations, our existing resources will not be sufficient to meet our cash flow requirements. Furthermore, if our expenses exceed our anticipations, we will need additional funds to implement our business plan. We will not be able to fully establish our business if we do not have adequate working capital so we will need to raise additional funds, whether through a stock offering or otherwise.

19

While we believe we will need to raise between $10 and $15 million to implement our full business strategy, we believe that if we are able to raise no less than $2.5 million during the next quarter, it will be sufficient to support our normal operations for the next 12 months. If we are unable to raise the entire $10 and $15 million, we will not be able to make potential acquisitions, may have to reduce our marketing and promotion efforts and potentially the size of our operations as well, unless current sales increase enough to support implementing our full business plan. We believe that at $5 million in sales, our operations would be self-sustaining and cash flow positive. We use co-packers to manufacture our products, have no brick and mortar, rent very modest space and only have seven full time employees therefore, many of our fixed costs are minimal and will remain unchanged regardless of how much money we are able to raise. If we are forced to reduce our marketing and promotion efforts and/or size of our operations because we are unable to raise the entire $2.5 million or pay outstanding notes, and current sales do not increase enough to support implementing our business plan, our revenues will likely be less than had we been able to implement our full program, and as a direct result our income may suffer, and may not be sufficient to cover our negative cash flow, negatively affecting our liquidity.

Item 3.     Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4.      Controls and Procedures.

(a)

Disclosure Controls and Procedures

The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this Form 10-Q, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the Securities and Exchange Commission. The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange Act Rule 13a-15, the Company’s management, including its CEO the Principal Executive Officer and its CFO the Principal Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

(b)

Changes in internal controls over financial reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended February 29, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

20

PART II - OTHER INFORMATION

Item 1.       Legal Proceedings.

There have been no changes to the status of our legal proceedings since our last 10-Q Report.

Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds.

During the three months ended February 29, 2016, we issued 1,249,999 shares of common stock for services rendered with a value of $50,000 based on an issue price of $0.04 per share. Additionally we issued 12,898,654 shares of common stock upon the settlement of debt with a fair market value of $445,946 based on the price of the agreement.

The Company also issued 4,749,000 shares of Series B convertible preferred stock at an issuance price of $0.20 per share for proceeds of $949,800.

These securities were issued pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The holders were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

The Company issued 2,750,000 shares of Series B convertible preferred stock upon the conversion of notes in the aggregate amount of $1,100,000 pursuant to the exemption provided by Section 3(a)(9) of the Securities Act.

Item 3.      Defaults upon Senior Securities.

None.

Item 4.      Mine Safety Disclosure.

Not Applicable

Item 5.      Other Information.

None.

21

Item 6.      Exhibits.

Exhibit
Number	Description
31.1*	Certification of the Principal Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Principal Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
32.2*	Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
101.INS**	XBRL Instance
101.XSD**	XBRL Schema
101.CAL**	XBRL Calculation
101.DEF**	XBRL Definition
101.LAB**	XBRL Label
101.PRE**	XBRL Presentation

———————

*       Filed herewith

**     Filed herewith electronically

22

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SOUPMAN, INC.
Date: April 14, 2016	By:	/s/ Jamieson Karson
		Jamieson Karson
		Chief Executive Officer and Director (Principal Executive Officer)

	SOUPMAN, INC.
Date: April 14, 2016	By:	/s/ Robert Bertrand
		Robert Bertrand
		President & CFO
		(Principal Financial Officer)

23