UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended November 30, 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 January 20, 2017 is 243,202,424.

 

 

---

 

PART I – FINANCIAL INFORMATION

ITEM 1.     Financial Statements

Soupman, Inc. and Subsidiaries

Consolidated Balance Sheets

 

		November 30, 2016				August 31, 2016
		(Unaudited)
Assets
Current Assets
Cash		$	336,407			$	1,424,544
Accounts receivable - net			532,180				321,347
Inventory			540,042				286,804
Prepaid expenses			66,524				108,693
Total Current Assets			1,475,153				2,141,388
Property and equipment - net			3,635				4,423
Due from franchisees			60,628				52,951
Intangible assets - net			—				—
Other			20,161				20,161
Total Other Assets			80,789				73,112
Total Assets		$	1,559,577			$	2,218,923
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable and accrued liabilities		$	4,282,261			$	3,990,306
Current portion of convertible debt - net of discount ($0 and $320)			106,000				130,680
Current portion of demand debt - net of discount ($2,419 and $4,731)			1,767,837				1,991,996
Deferred revenue			145,012				157,513
Derivative liabilities			2,314,464				3,311,580
Total Current Liabilities			8,615,574				9,582,075
Long Term Liabilities
Convertible debt - net of discount ($2,679,216 and $3,173,333)			680,784				186,667
Demand debt			1,709,500				1,709,500
Total Long Term Liabilities			2,390,284				1,896,167
Total Liabilities			11,005,858				11,478,242
Stockholders' Deficit
Series A convertible preferred stock, par value $0.001; 2,500,000 shares authorized,
878,639 and 878,639 issued and outstanding			879				879
Series B convertible preferred stock, par value $0.001; 45,000,000 shares authorized,
9,692,439 and 10,431,516 issued and outstanding			9,692				10,431
Series C convertible preferred stock, par value $0.001; 2,500,000 shares authorized,
1,725,000 and 1,725,000 issued and outstanding			1,725				1,725
Series D convertible preferred stock, par value $0.001; 672 shares authorized,
672 and 672 issued and outstanding			1				1
Common stock, par value $0.001; 500,000,000 shares authorized
243,202,424 and 221,904,924 issued and outstanding			243,202				221,905
Additional paid in capital			22,579,583				22,298,089
Accumulated deficit			(31,603,809	)			(31,118,452	)
Total Stockholders' Deficit			(8,768,727	)			(8,585,422	)
Noncontrolling interest			(677,554	)			(673,897	)
Total Deficit			(9,446,281	)			(9,259,319	)
Total Liabilities and Stockholders' Deficit		$	1,559,577			$	2,218,923

  

See accompanying notes to the unaudited financial statements

1

---

 

Soupman, Inc. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

 

		Three Months Ended November 30,
		2016				2015
Revenue
Soup sales - net		$	1,010,665			$	572,297
Franchise sales - net			—				101,431
Franchise royalties			38,501				47,934
Total revenue			1,049,166				721,662
Cost of sales			798,716				397,350
Gross profit			250,450				324,312
Operating expenses
General and administrative			1,099,175				714,284
Royalty			36,820				18,249
Total operating expenses			1,135,995				732,533
Loss from operations			(885,545)				(408,221	)
Other income (expense)
Interest expense			(674,774	)			(100,660	)
Gain on settlement of accounts payable – net			12,250				21,062
Gain (loss) on settlement of debt and accrued liabilities			61,939				(275,242	)
Change in fair value of derivative liabilities			997,116				122,647
Total other expense			396,531				(232,193	)
Net loss including non-controlling interest			(489,014	)			(640,414	)
Net income (loss) attributable to noncontrolling interest			(3,657	)			25,202
Net loss attributable to Soupman			(485,357	)			(665,616	)
Net loss attributable to common stockholders		$	(485,357	)		$	(665,616	)
Net loss per share, basic & diluted		$	(0.00	)		$	(0.01	)
Weighted average shares outstanding, basic & diluted			231,095,217				72,277,520

 

See accompanying notes to the unaudited financial statements

 

 

 

 

2

---

 

Soupman, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

 

		Three Months Ended November 30,
		2016				2015
Cash Flows From Operating Activities:
Net loss		$	(489,014	)		$	(640,414	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation			788				1,239
Amortization of intangibles			—				1,367
Amortization of debt discount			496,749				—
Stock based compensation			28,472				50,000
Common stock issued for services			215,250				20,000
Common stock issued for inducement to settle debt			—				120,000
Change in fair market value of derivative liabilities			(997,116	)			(122,647	)
Gain on settlement of accounts payable, net			(12,250	)			(21,062	)
Loss (gain) on settlement of debt and accrued liabilities			(61,939	)			155,242
Due from others			—				(115,000	)
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable - net			(210,833	)			(95,434	)
Accounts receivable - related party			—				(5,414	)
Inventory			(253,238	)			127,498
Prepaid expenses			42,169				3,324
Increase (decrease) in:
Accounts payable and accrued liabilities			336,974				(158,832	)
Accounts payable and accrued liabilities - related parties			—				(30,851	)
Deferred franchising revenue			(12,501	)			70,499
Net Cash Used in Operating Activities			(916,489	)			(640,485	)
Cash Flows From Investing Activities:
Due from franchisee			(7,677	)			(24,999	)
Net Cash Used in Investing Activities			(7,677	)			(24,999	)
Cash Flows From Financing Activities:
Proceeds from issuance of Series B preferred stock for cash			—				291,000
Obligation to issue shares of Series B for cash			—				158,800
Repayment of debt and accrued interest in cash			(163,971	)			(169,338	)
Net Cash Provided by (Used in) Financing Activities			(163,971	)			280,462
Net decrease in cash			(1,088,137	)			(385,022	)
Cash at beginning of year			1,424,544				611,354
Cash at end of year		$	336,407			$	226,332

 

See accompanying notes to the unaudited financial statements

3

---

 

Soupman, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

 

		Three Months Ended November 30,
		2016				2015
Supplemental disclosures of cash flow information:
Cash paid for interest		$	62,979			$	—
Supplemental disclosures of non-cash investing and financing activities:
Debt and accrued interest converted to common stock		$	17,900			$	—
Debt and accrued interest converted to Series B Preferred Stock		$	102,369			$	—
Reclassification of accrued commissions to debt		$	—			$	12,500
Conversion of Series A preferred stock to common stock		$	—			$	3
Conversion of Series B Preferred Stock to common stock		$	10,250			$	—

See accompanying notes to the unaudited financial statements

4

---

Soupman, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

November 30, 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, 2016, 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, 2016. The interim results for the period ended November 30, 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.

 

		November 30, 2016				August 31, 2016
Derivative liabilities (balance)		$	2,314,464			$	3,311,580

 

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 November 30, 2016 and August 31, 2016, respectively.

5

---

Soupman, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

November 30, 2016

(Unaudited)

Note 2 - Debt

 

Debt consists of the following at November 30, 2016 and August 31, 2016:

 

Description		November 30, 2016				August 31, 2016
A. Unsecured convertible debt – derivative liabilities		$	3,466,000			$	3,491,000
Less : debt discount			(2,679,216	)			(3,173,653	)
Convertible debt – netˡ			786,784				317,347
B. Unsecured convertible debt – non-derivatives			—				—
Less : debt discount			—				—
Convertible debt – net			—				—
C. Unsecured demand/term debt			1,589,756				1,816,227
Less : debt discount			(2,419	)			(4,731	)
Unsecured demand debt – net²			1,587,337				1,811,496
D. Secured demand debt³			1,890,000				1,890,000
Total debt		$	4,264,121			$	4,018,843

 

1.

Includes $106,000 short-term debt and $680,784 of long-term debt.

2.

Includes $567,837 short-term debt and $1,019,500 long-term debt.

3.

Includes $1,200,000 short-term debt and $690,000 long-term debt.

The Company’s total debt is $6,945,756 and is due and payable over the next 5 fiscal years as set out below:

Year		Principle Repayment
8/31/2016		$	1,680,595
8/31/2017			195,661
8/31/2018			3,837,621
8/31/2019			620,231
8/31/2020			611,648
8/31/2021			—
		$	6,945,756

 

The corresponding debts above are more fully discussed below:

 

(A) 

Unsecured Convertible Debt – Derivative Liabilities

 

Description		November 30, 2016				August 31, 2016
Carry forward balance		$	3,491,000			$	1,296,590
Borrowings			—				3,480,000
Loss for additional debt brought about by debt settlements			—				45,140
Repayment of derivative debt			(25,000	)			(25,000	)
Conversion of derivative debt to common stock			—				(370,000	)
Reclassification of convertible derivative debt to demand debt			—				(936,740	)
Gain on settlement of debt			—				(5,000	)
Reclassification of convertible debt to derivative debt due to tainting			—				6,000
Ending balance		$	3,466,000			$	3,491,000

6

---

Soupman, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

November 30, 2016

(Unaudited)

Total derivative debt at November 30, 2016 and August 31, 2016 consists of the following.

Description		Information			November 30, 2016				August 31, 2016
Series 8		8% per annum interest; convertible at $0.40 per share; term expired. Shown as derivative due to tainting			$	100,000			$	100,000
Series 12		10% per annum interest; 2-month term; convertible at $0.02 per share; term expired				—				25,000
Series 13		8% per annum interest; convertible at $0.02 per share; remaining term: term expired				6,000				6,000
Series 14		8% per annum interest; convertible at $0.02 per share only after the Company increases the number of authorized shares; remaining term: 16 months				3,360,000				3,360,000
Total					$	3,466,000			$	3,491,000

Holders of derivative debt have the option to convert all or part of the note’s principal plus accrued interest into shares of the Company’s common stock at the conversion price(s) and terms set out above.

(B) 

Unsecured Convertible Debt – Non-derivatives

Description		November 30, 2016				August 31, 2016
Carry forward balance		$	—			$	—
Borrowings			—				(6,000	)
Repayment of convertible debt			—				—
Conversion of convertible debt to stock			—				—
Gain on debt settlement			—				—
Reclassification of convertible debt to derivative due to tainting			—				(6,000	)
Ending balance		$	—			$	—

Holders of convertible non-derivative debt have the option to convert all or part of the note’s principal plus accrued interest into shares of the Company’s common stock at the conversion price(s) and terms set out above.

(C)

Unsecured Demand/Term Debt

 

Unsecured demand notes consist of the following at November 30, 2016 and August 31, 2016:

Description		November 30, 2016				August 31, 2016
Carry forward balance		$	1,816,227			$	382,563
Borrowings			—				360,000
Loss on additional debt brought about by debt settlements			—				121,360
Repayments			(138,971	)			(165,080	)
Credit of note payable against franchise license agreement			—				(100,000	)
Rollup of accrued interest into debt			—				268,140
Rollup of accrued commissions to debt			—				12,500
Reclassification of derivative debt to demand debt			—				936,744
Conversion of demand debt to stock			(87,500	)			—
Reclassification to derivative debt due to tainting			—				—
Ending balance		$	1,589,756			$	1,816,227

7

---

Soupman, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

November 30, 2016

(Unaudited)

During the three months ended November 30, 2016, $12,500 principal and $5,400 interest was converted into 447,500 shares of common stock. During the three months ended November 30, 2016, $75,000 principal and $27,369 accrued interest was converted into 30,000 shares of Series B Preferred stock. In connection with conversion, $61,939 gain on settlement of debt and accrued liabilities was recognized.

Unsecured demand notes consisted of the following at November 30, 2016 and August 31, 2016:

 

Information		Maturity			November 30, 2016				August 31, 2016
Represents all unsecured demand debt		8% to 12% per annum interest; maturity dates from past due to April 1, 2020			$	1,589,756			$	1,816,227
Total					$	1,589,756			$	1,816,227

(D) 

Secured Debt

 

Description		November 30, 2016				August 31, 2016
Carry forward balance		$	1,890,000			$	2,700,000
Borrowings			—				—
Loss on new debt brought about by debt settlement			—				155,242
Repayment of debt			—				(310,000	)
Conversion of debt to Series B preferred stock			—				(1,100,000	)
Reclassification of accrued interest to debt			—				444,758
Ending balance		$	1,890,000			$	1,890,000

Secured debt consisted of the following activity and terms for the nine months ended November 30, 2016 and the year ended August 31, 2016, respectively:

Information		November 30, 2016		August 31, 2016
Interest Rate		5%		5%
Maturity		Nov. 15, 2018		Nov. 15, 2018
Second security on the assets of OSM		1,890,000		1,890,000

(E)

Debt discount

		November 30, 2016				August 31, 2016
Total outstanding debt		$	6,945,756			$	7,197,227
Carry forward debt discount – net			(3,178,384	)			—
Debt discount related to derivatives			—				(2,342,138	)
Debt discount related to Series D preferred stock issued along with debt			—				(332,640	)
Debt discount related to original issue discounts			—				(360,000	)
Debt discount related to debt issue costs			—				(423,110	)
Debt discount related to beneficial conversion feature			—				(1,800	)
Amortization of debt discount			496,749				281,304
Debt – net		$	4,264,121			$	4,018,843

8

---

Soupman, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

November 30, 2016

(Unaudited)

Note 3 - Derivative Liabilities

 

The Company identified conversion features embedded within convertible debt and/or warrants issued during the three months ended November 30, 2016 and the year ended August 31, 2016, respectively, (see Note 2(A)).

 

The fair value of the Company’s derivative liabilities at November 30, 2016 and August 31, 2016 is as follows.

 

		November 30, 2016				August 31, 2016
Carry forward balance		$	3,311,580			$	239,748
Fair value at the commitment date recorded as debt discount			—				2,342,138
Fair value at the commitment date recorded as derivative expense			—				2,231,865
Fair value mark-to-market adjustment			(997,116)				(1,509,401	)
Tainting of derivatives of convertible notes and warrants			—				9,298
Reclassification of derivative liabilities to equity			—				(2,068	)
Derivative liabilities (balance)		$	2,314,464			$	3,311,580

 

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 nine months ended November 30, 2016:

		Commitment Date			Re-measurement Date
Exercise price		$0.02 - $0.04			$0.02 - $0.04
Expected dividends		0%			0%
Expected volatility		149% - 218%			164% - 184%
Expected term: convertible debt and warrants		0.08 - 2.0 years			0.16 to 1.33 years
Risk free interest rate		0.28% - 0.70%			0.38% - 1.40%

 

Note 4 - Stockholders’ Deficit

 

(A)

Common Stock

During the three months ended November 30, 2016, 447,500 shares of common stock was issued for conversion of $12,500 principal and $5,400 accrued interest. The shares were valued for $8,681 thus $9,219 gain on settlement of debt and accrued liabilities was recognized; 9,350,000 shares of common stock were issued to third parties for services rendered, value for $215,250; 1,250,000 shares of common stock, was issued to related parties for services rendered, valued for $27,752; 10,250,000 shares of common stock were issued for conversion of 1,025,000 shares of Series B Preferred Stock.

(B)

Series B Preferred Stock

During the three months ended November 30, 2016, 255,923 shares of Series Preferred B was issued for conversion of $75,000 principal and $27,369 accrued interest. The shares were valued for $49,649 thus $52,720 gain on settlement of debt and accrued liabilities were recognized; 30,000 shares of Series B Preferred Stock were issued to related parties for services rendered, valued for $720.

 

9

---

Soupman, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

November 30, 2016

(Unaudited)

(C)

Stock Options

 

The following is a summary of the Company’s stock option activity for the three months ended November 30, 2016.

		Options			Weighted Average Exercise Price				Weighted Average Remaining Contractual Life				Aggregate Intrinsic Value
Balance – August 31, 2016			2,275,000		$	0.46			4.16 year					—
Granted			—			—
Exercised			—			—
Forfeited			—			—
Balance – November 30, 2016			2,275,000		$	0.46			3.91 year					—
Exercisable – November 30, 2016			2,275,000		$	0.46			3.91 year					—
Grant date fair value of options granted					$	—
Weighted average grant date fair value					$	—
Outstanding options held by related parties (November 30, 2016)			1,750,000
Exercisable options held by related parties (November 31, 2016)			1,750,000

 

For the three months ended November 30, 2016, the Company had no expenses related to vested options.

(D)

Stock Warrants

 

The following is a summary of the Company’s stock warrant activity for the three months ended November 30, 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, 2016			6,286,050			$	0.33
Granted (for debt)			—				—
Granted (other)			—				—
Exercised			—				—
Expired			—				—
Balance at November 30, 2016			6,286,050			$	0.33

		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
$0.03 -$.80			6,286,050				1.24			$	.33				6,286,050				.33			$	—

  

10

---

Soupman, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

November 30, 2016

(Unaudited)

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-K Report.

Note 6 - Going Concern

As reflected in the accompanying consolidated financial statements for the three months ended November 30, 2016, the Company had a net loss including non-controlling interest of approximately $485,000, net cash used in operations of approximately $916,000, working capital deficit of approximately $7.1 million and a stockholders’ deficit of approximately $8.8 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;
·	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.

 

11

---

 

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 months ended November 30, 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, Safeway, Shoprite, Shaw’s, HEB, Winn Dixie and Bi Lo 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 in NYC; the Mohegan Sun Casino in Connecticut; Resorts Hotel & Casino in Atlantic City, New Jersey, and the Original Soupman Delicatessen at Roosevelt Field Mall on Long Island, New York, to a national restaurant chain 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 and Stewed Pinto Beans, which are low in fat, low in sodium and high in dietary fiber.

Executive Summary

This Executive Summary provides significant highlights from the discussion and analysis that follows. Each balance sheet comparison compares November 30, 2016 (the end of the current period) to August 31, 2016 (the end of the prior fiscal year); each income statement comparison compares the three months ended November 30, 2016 to the three months ended November 30, 2015.

·

Revenue increased 45% or approximately $328,000 due primarily to an increase in sales to grocery stores.

·

Tetra sales increased 121%, or approximately $515,000.

12

---

 

·

Year over year non-cash operating expenses increased approximately $143,000 primarily attributable to an increase in stock based compensation for outside services and stock-based compensation for senior management.  Year over year overall operating expenses, less non-cash items as stated above increased by $123,000 primarily attributable to increases in marketing and promotional activity as aforesaid to drive grocery sales. Administrative expenses increased 54% or approximately $385,000 due primarily to increases in stock based compensation to consultants, compensation expense related to the addition of senior management and increases in promotion to drive tetra pak sales in grocery chains.

 

·

Net loss decreased 27% or approximately $180,000 due primarily to an increase in sales to grocery stores as mentioned above.

 

·

Debt increased by approximately 6% or approximately $245,000 as a result of the calculation of derivative liabilities.

·

Accounts payable and accrued liabilities increased approximately 7% or approximately $292,000.

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 three months ended November 30 2016, we posted a change in fair value of derivatives liabilities of $997,116.

Net loss attributable to non-controlling 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 non-controlling interests' share in the net loss was included in net loss attributable to non-controlling 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.

Results of Operations –Three Months Ended November 30, 2016 and November 30, 2015

The following table summarizes our operating results for the three months ended November 30, 2016 and 2015; all amounts have been rounded to the nearest thousandth.

		11/30/2016				11/30/2015
Revenue		$	1,049,000			$	722,000
Cost of Sales			799,000				397,000
Gross Profit			250,000				325,000
Operating Expenses			1,136,000				733,000
Loss From Operations			(886,000	)			(408,000	)
Other Income (expense)			397,000				(232,000	)
Net Loss (including non-controlling interest)		$	(489,000	)		$	(640,000	)

13

---

 

Soup sales

Soup sales accounted for approximately 96% and 79% of overall revenue for the three months ended November 30, 2016 and 2015, respectively, while franchise activities accounted for the remaining 4% and 21%, respectively. Our year-over-year revenues increased approximately 45%.

The following table summarizes our net soup sales for the three months ended November 30, 2016 and 2015; all amounts have been rounded to the nearest thousand. Soup sales are net of slotting fees (a onetime fee charged by supermarkets in order to have the product placed on their shelves) and promotions and also early payment discounts.

		11/30/2016								11/30/2015
		Sales				% of sales				Sales				% of sales
Grocery store sales (Tetra)- Net of slotting, early payment & recall		$	940,000				93	%		$	425,000				74	%
Educational Institutions			68,000				7	%			58,000				10	%
Franchise sales			3,000				0	%			89,000				16	%
Net grocery store sales		$	1,011,000							$	572,000

Our year-over-year increase in our grocery store sales is primarily attributable to the acquisition of new customers and increased re-orders due to our overall marketing and promotional efforts including the use of Larry Thomas to make personal appearances, sampling, in-store radio, in-store discounting of our products and slotting.

Cost of Sales

The following table summarizes our cost of sales for the three months ended November 30, 2016 and 2015; all amounts have been rounded to the nearest thousandth. Cost of sales represents costs associated with soup sales only. The cost of grocery sales increased as a percentage of grocery sales in this quarter due to increased shipments to COSTCO as a percentage to all grocery shipments in the quarter which are at lower gross margins and also the increased cost of whole shrimp used in our new Shrimp Bisque.  These are variable conditions, as are all cost of ingredients, and we are subject to rising or falling ingredient costs, as the case may be.  It should be noted that in this past quarter, the price we pay for chicken decreased 14%.

		11/30/2016								11/30/2015
		Costs				% of Total				Costs				% of Total
Grocery Stores		$	661,000				83	%		$	260,000				65	%
Educational Institutions			54,000				7	%			42,000				11	%
Franchisees			2,000				0	%			65,000				16	%
Freight			82,000				10	%			30,000				8	%
Total		$	799,000							$	397,000

Operating Expenses

Year over year non-cash operating expenses increased approximately $143,000 primarily attributable to an increase in stock based compensation for outside services and stock-based compensation for senior management pursuant to existing contract.  Year over year overall operating expenses, less non-cash items as stated above increased by $123,000 primarily attributable to increases in marketing and promotional activity as aforesaid to drive grocery sales. The following table summarizes major components of our operating expenses for the three months ended November 30, 2016 and November 30, 2015; all amounts have been rounded to the nearest thousandth.

		11/30/2016				11/30/2015
Compensation expense – cash			234,000				178,000
Compensation expense – non cash			28,000				100,000
Professional fees			117,000				171,000
Marketing/Advertising/Branding/Public Relations/Promotions/Travel			331,000				204,000
Stock Based Compensation to Non Employee Third Parties– non cash			215,000				—
Insurance			21,000				27,000

14

---

 

Other Income (Expense)

Year-over-year other expenses increased approximately 271%, from an approximately $629,000. This increase was primarily attributable to change in fair value of derivative liabilities.

Net Loss

Year-over-year net loss decreased approximately 27% or $180,000 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 decreased by $0.01, due primarily to a narrow loss for the period.

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 with the anticipated investments in our company, that our sources of financing will be adequate to meet our requirements for future growth.

Our net cash used from operations was approximately $916,000 during the three months ended November 30, 2016, compared to an approximately $640,000 loss, and repaid debt and accrued interest of approximately $163,971, during the three months ended November 30, 2016.

The following table summarizes our working capital as of November 30, 2016, and August 31, 2016; all amounts have been rounded to the nearest thousandth.

		November 30, 2016				August 31, 2016
Current assets		$	1,475,000			$	2,141,000
Current liabilities			8,615,000				9,582,000
Working deficit		$	(7,140,000	)		$	(7,441,000	)

 

At November 30, 2016, we had cash and cash equivalents of approximately $336,000 as compared to approximately $1.4 million at August 31, 2016 and inventory and accounts receivable of $1.1 million as compared to $608,000 of inventory and accounts receivable at August 31, 2016.  During the three months ended November 30, 2016, our working capital deficit increased approximately $300,000, primarily attributable to a decrease in cash of approximately $1.1 million, an increase in accounts payable of approximately $292,000 million and a decrease in derivative liability of approximately $997,000.

 

Current and Future Financing Needs

 

We have incurred a stockholders’ deficit of approximately $8.8 million through November 30, 2016 and have incurred a net loss including non-controlling interest of approximately $485,000 for the three months ended November 30, 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 November 30, 2016, we had short-term debt of approximately $1.9 million and a working capital deficit of approximately $7.1 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 carton soups, 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.

15

---

 

We believe that if we are able to raise $2.5 million or more, it will be sufficient to support our normal operations and support our growth based on current operations. In addition, we believe we will seek to raise an additional $10 to $15 million over the next 12 months to make potential acquisitions, increase our marketing and promotion efforts, add new soup varieties and line extensions to our offerings such as bone-in broth, to further increase revenue. We believe that at $6 million in annual 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 and 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 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 not 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. Their evaluation found the following material weakness: 1) a lack of segregation of duties because of the small size of its accounting staff; and 2) the Company did not maintain a fully integrated consolidation and reporting system throughout the period and as a result, adjustments were required to produce the financial statements for external reporting purposes.

 

(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 November 30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

16

---

 

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 November 30, 2016, 447,500 shares of common stock was issued for conversion of $12,500 principal and $5,400 accrued interest. The shares were valued for $8,681 thus $9,219 gain on settlement of debt and accrued liabilities was recognized; 9,350,000 shares of common stock were issued to third parties for services rendered, value for $215,250; 1,250,000 shares of common stock, was issued to related parties for services rendered, valued for $27,752; 10,250,000 shares of common stock were issued for conversion of 1,025,000 shares of Series B Preferred Stock.

During the three months ended November 30, 2016, 255,923 shares of Series Preferred B was issued for conversion of $75,000 principal and $27,369 accrued interest. The shares were valued for $49,649 thus $52,720 gain on settlement of debt and accrued liabilities were recognized; 30,000 shares of Series B Preferred Stock were issued to relate parties for services rendered, valued for $720.

The securities issued for services 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 securities issued upon conversion of Series B preferred shares and the conversion of debt were issued pursuant to 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.

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

17

---

 

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: January 20, 2017	By:	/s/ Jamieson Karson
		Jamieson Karson
		Chief Executive Officer and Director (Principal Executive Officer)

 

	SOUPMAN, INC.
Date: January 20, 2017	By:	/s/ Robert Bertrand
		Robert Bertrand
		President & CFO
		(Principal Financial Officer)

 

18