UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
  þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 28, 2008
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 333-136167
 UFOOD RESTAURANT GROUP, INC.
  Nevada
(State or other jurisdiction of 
incorporation or organization)
    
    20-4463582
(I.R.S. Employer
Identification No.)
 
 
  Title of each class
    
    Name of each exchange on which registeredNone
    
    None
  
 o Yes þ No
 o Yes þ No
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 o þ




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EXPLANATORY NOTE
    2




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TABLE OF CONTENTS
 PagePART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    4Item 11. Executive Compensation
    
    
    6Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    9Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    11Item 14. Principal Accounting Fees and Services
    
    
    12PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    12
  3




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PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  Name
    
    Age
    
    PositionGeorge Naddaff
    
    
    79
    
    
    Chief Executive Officer and Chairman of the Board of DirectorsCharles Cocotas
    
    
    73
    
    
    President and Chief Operating Officer, DirectorGlenn Davis
    
    
    54
    
    
    Chief Financial OfficerIrma Norton
    
    
    41
    
    
    Acting Chief Financial OfficerRobert C. Grayson
    
    
    64
    
    
    DirectorJeffrey Ross
    
    
    64
    
    
    DirectorMark Giresi
    
    
    51
    
    
    Director
 Background of Officers and Directors
 George Naddaff
 Charles A. Cocotas
 Glenn Davis
 Irma Norton
 Robert C. Grayson
  4




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Jeffrey Ross
 Mark Giresi
  (a)
    
    had any petition under the federal bankruptcy laws or any state insolvency law
filed by or against, or a receiver, fiscal agent or similar officer appointed by a
court for the business or property of, such person, or any partnership in which he
was a general partner at or within two years before the time of such filing, or any
corporation or business association of which he was an executive officer at or
within two years before the time of such filing;(b)
    
    been convicted in a criminal proceeding or subject to a pending criminal proceeding;(c)
    
    been subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction or any federal or
state authority, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities, futures,
commodities or banking activities; or(d)
    
    been found by a court of competent jurisdiction (in a civil action), the SEC or the
Commodities Future Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended or
vacated.
 Section 16(a) Beneficial Ownership Reporting Compliance
  Nominations to the Board of Directors
  Code of Ethics
  Board of Directors
   5




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Audit Committee Financial Expert
  
 Item 11. Executive Compensation
 Summary Compensation Table
  Non-Equity
    
    
    NonqualifiedName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    
    Deferred
    
    
    All OtherPrincipal
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option
    
    
    Plan
    
    
    Compensation
    
    
    AnnualPosition(s)
    
    Year
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    Total(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)George Naddaff,
    
    
    2008
    
    
    $
    301,620
    
    
    $
    -0-
    
    
    $
    55,000
    
    
    $
    699,933
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    1,056,553Chairman and CEO
    
    
    2007
    
    
    $
    221,045
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    136,879
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    22,840
    
    
    $
    357,924Charles A. Cocotas
    
    
    2008
    
    
    $
    206,703
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    102,566
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    309,269President and COOGlenn Davis (3)
    
    
    2008
    
    
    $
    171,713
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    8,901
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    180,614CFOEric Spitz
    
    
    2008
    
    
    $
    169,189
    
    
    
    50,000
    
    
    $
    -0-
    
    
    $
    11,407
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    230,596Former Executive Vice President of Business Development
    
    
    2007
    
    
    $
    196,391
    
    
    $
    25,000
    
    
    
    -0-
    
    
    $
    34,219
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    255,610
 (1)
    
    The amount shown for option awards (column (f)) is based upon the
estimated fair value of stock options granted to the named executive
and represents the amount of compensation expense we recognized in our
consolidated financial statements for the indicated fiscal year. The
fair value of the stock option award(s) was determined using a Black
Scholes option pricing model and the assumptions for expected option
term, volatility of our Common Stock, risk-free interest rate and
expected annual dividend yield disclosed in Note 10, Stock-Based
Compensation,of the Notes to our 2008 Consolidated Financial
Statements included in the Companys annual report.(2)
    
    All Other Annual Compensation (column (i)) earned by Mr. Naddaff in
2007 represents the amount of expense we recognized in our 2007
Consolidated Financial Statements for the repricing of 184,533
warrants issued to Mr. Naddaff in 2006 for his personal guaranty of
KnowFats obligations to TD BankNorth, N.A. (the Bank). Immediately
prior to the consummation of the merger with KnowFat, the exercise
price of all outstanding KnowFat warrants was reduced to $1.00 and
such exercise price was not affected by the conversion ratio in the
merger.(3)
    
    The Annual Compensation includes the aggregate amount paid to Fenway
Consulting Group and cash and options paid to the Consultant by the
Company.  Agreements with Executive Officers and Consultants
    6




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Outstanding Equity Awards at Fiscal Year End December 28, 2008
  Outstanding Equity Awards at Fiscal Year End
 EquityIncentive PlanAwards:No. of
    
    
    No. of
    
    
    Number ofSecurities
    
    
    Securities
    
    
    SecuritiesUnderlying
    
    
    Underlying
    
    
    UnderlyingUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    OptionOptions (#)
    
    
    Options (#)
    
    
    Unearned
    
    
    Exercise
    
    
    OptionName
    
    Exercisable
    
    
    Unexercisable
    
    
    Options
    
    
    Price
    
    
    Expiration DateGeorge Naddaff
    
    
    833,336
    
    
    
    666,664
    (1)
    
    
    -0-
    
    
    $
    1.00
    
    
    Dec. 17, 20171,000,000
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    1.23
    
    
    April 30, 2018Charles A. Cocotas
    
    
    305,674
    
    
    
    100,000
    
    
    
    -0-
    
    
    
    1.00
    
    
    Dec. 17, 2017123,729
    
    
    
    176,271
    
    
    
    -0-
    
    
    
    1.23
    
    
    April 30, 2018Glenn Davis
    
    
    14,744
    
    
    
    35,256
    
    
    
    -0-
    
    
    
    1.22
    
    
    February 11, 2018Eric Spitz
    
    
    166,667
    
    
    
    83,333
    
    
    
    -0-
    
    
    
    1.00
    
    
    Dec.17, 2017
 (1)
    
    The vesting schedule for the unexercised shares is outlined in the section entitled
Agreements with Executive Officers and Consultants above.  7




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2004 Stock Option Plan
  2007 Equity Incentive Plan
    Administration
  Grants
  
    
    Options granted under the 2007 Plan entitle the grantee, upon exercise, to purchase a
specified number of shares from us at a specified exercise price per share. The exercise
price for shares of common stock covered by an option cannot be less than the fair market
value of the common stock on the date of grant unless agreed to otherwise at the time of
the grant.
 
    
    Restricted stock awards and restricted stock units may be awarded on terms and
conditions established by the compensation committee, which may include performance
conditions for restricted stock awards and the lapse of restrictions on the achievement of
one or more performance goals for restricted stock units.
 
    
    The compensation committee may make performance grants, each of which will contain
performance goals for the award, including the performance criteria, the target and maximum
amounts payable and other terms and conditions.
 
    
    The 2007 Plan authorizes the granting of stock awards. The compensation committee will
establish the number of shares of common stock to be awarded and the terms applicable to
each award, including performance restrictions.
 
    
    Stock appreciation rights (SARs) entitle the participant to receive a distribution in an
amount not to exceed the number of shares of common stock subject to the portion of the SAR
exercised multiplied by the difference between the market price of a share of common stock
on the date of exercise of the SAR and the market price of a share of common stock on the
date of grant of the SAR.
  8




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Duration, Amendment and Termination
  Other Equity Awards
  Director Compensation
  (a)
    
    Each non-employee director shall be granted non-qualified options
to purchase 100,000 shares of common stock at an exercise price equal to the
closing stock price on February 11, 2008. Such grant shall represent a tri-annual
retainer for the 2008, 2009 and 2010 fiscal years. The options granted shall vest
weekly over 36 months and shall expire February 11, 2018.(b)
    
    Each non-employee director who serves as chairman of the Audit,
Compensation or Nominating and Corporate Governance committee shall receive an
annual grant of non-qualified options to purchase 3,000 shares of common stock.
All other members of each committee shall receive an annual grant of
non-qualified options to purchase 2,500 shares of common stock.
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 Securities Authorized for Issuance under Equity Compensation Plans
  Number of securitiesremaining available forNumber of securities
    
    
    
    
    
    
    future issuance underto
    
    
    Weighted-average
    
    
    equity compensationbe issued upon exercise
    
    
    exercise price of
    
    
    plans (excludingof outstanding options,
    
    
    outstanding options,
    
    
    securities reflected inwarrants and rights
    
    
    warrants and rights
    
    
    column (a))Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    3,110,622
    
    
    $
    1.029
    
    
    
    3,194,080Equity compensation
plans not approved
by security holders
    
    
    1,387,090
    (1)
    
    $
    1.22
    
    
    
    0Total
    
    
    4,497,712
    
    
    $
    1.06
    
    
    
    3,194,080
 (1)
    
    The options to purchase 1,000,000 shares shown in the table were not granted pursuant
to a compensation plan, but instead represent non-qualified stock options granted to our
chief executive officer, George Naddaff, by our board of Directors on May 1, 2008. The
options granted to Mr. Naddaff were fully vested. On the same day, the Board of Directors
also granted non-qualified options to purchase 300,000 shares to our chief operating
officer, Charles Cocotas. The stock options granted to Mr. Cocotas will vest monthly over
the remaining period of his employment agreement and expire ten years from the date of the
grant. The remaining balance of 87,090 options was granted to Mr. Cocotas by our Board of
Directors on December 6, 2007, fully vested.  9




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Security Ownership of Certain Beneficial Owners and Management.
  Amount andNature of
    
    
    PercentBeneficial
    
    
    ofName and Address of Beneficial Owner
    
    Ownership
    
    
    Class+George Naddaff(1)
    
    
    3,784,549
    
    
    
    9.8
    %Charles A. Cocotas(2)
    
    
    570,968
    
    
    
    1.6
    %Robert C. Grayson(3)
    
    
    151,637
    
    
    
    *Jeffrey Ross(4)
    
    
    196,965
    
    
    
    *Mark Giresi(5)
    
    
    51,154
    
    
    
    *Glenn Davis(6)
    
    
    29,077
    
    
    
    *Eric Spitz(7)
    
    
    941,555
    
    
    
    2.6
    %Directors and Executive Officers as a group(1)-(7)
    
    
    5,725,901
    
    
    
    14.1
    %Alan Antokal(8)
    
    
    2,373,029
    
    
    
    6.8
    %Kevin Kimberlin(9)
    
    
    4,483,712
    
    
    
    7.85
    %Spencer Trask Ventures, Inc.535 Madison AvenueNew York, NY 10022
 
 *
    
    Less than one percent+
    
    Based on 34,818,490 shares of common stock issued and outstanding as of April 23,
2009.(1)
    
    Includes 1,600,012 shares of Common Stock beneficially owned by Mr.
Naddaff. Also includes 184,533 shares of Common Stock issuable upon
exercise of warrants currently exercisable or exercisable within 60
days of April 23, 2009 and 2,000,004 shares of Common Stock issuable
upon exercise of options currently exercisable or exercisable within
60 days of April 23, 2009. Does not include 499,996 shares of Common
Stock issuable upon exercise of options granted to Mr. Naddaff which
will not be exercisable within 60 days of April 23, 2009.(2)
    
    Consists of 570,968 shares of Common Stock issuable upon exercise of
options currently exercisable or exercisable within 60 days of April
23, 2009. Does not include 134,706shares of Common Stock issuable
upon exercise of options granted to Mr. Cocotas which will not be
exercisable within 60 days of April 23, 2009.(3)
    
    Includes 74,815 shares of Common Stock beneficially owned by Mr.
Grayson. Also includes 25,668 shares of Common Stock issuable upon
exercise of warrants currently exercisable or exercisable within 60
days of April 23, 2009 and $51,134 shares of Common Stock issuable
upon exercise of options currently exercisable or exercisable within
60 days of April 23, 2009. Does not include an additional 53,846
shares of Common Stock issuable upon exercise of options granted to
Mr. Grayson which will not be exercisable within 60 days of April 23,
2009.  10




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(4)
    
    Includes 122,646 shares of Common Stock beneficially owned by Mr.
Ross. Also includes 18,594 shares of Common Stock issuable upon
exercise of warrants currently exercisable or exercisable within 60
days of April 23, 2009 and 55,725 shares of Common Stock issuable upon
exercise of options currently exercisable or exercisable within 60
days of April 23, 2009. Does not include an additional 53,846 shares
of Common Stock issuable upon exercise of options granted to Mr. Ross
which will not be exercisable within 60 days of April 23, 2009.(5)
    
    Includes 51,154 shares of Common Stock issuable upon exercise of
options currently exercisable or exercisable within 60 days of April
23, 2009. Does not include an additional 53,846 shares of Common
Stock issuable upon exercise of options granted to Mr. Giresi which
will not be exercisable within 60 days of April 23, 2009.(6)
    
    Includes 6,000 shares of Common Stock beneficially owned by Mr. Davis.
Also includes 23,077 shares of Common Stock issuable upon exercise of
options currently exercisable or exercisable within 60 days of April
23, 2009. Does not include an additional 26,923 shares of Common
Stock issuable upon exercise of options granted to Mr. Davis which
will not be exercisable within 60 days of April 23, 2009.(7)
    
    Includes 774,888 shares of common stock beneficially owned by Mr.
Spitz. Also includes 166,667 shares of common stock issuable upon
exercise of options currently exercisable.(8)
    
    Includes 2,307,677 shares of Common Stock beneficially owned by Mr.
Antokal. Also includes 65,352 shares of Common Stock issuable upon
exercise of options or warrants currently exercisable or exercisable
within 60 days of April 23, 2009.(9)
    
    Based upon a Schedule 13D filed with the SEC by Kevin B. Kimberlin on
July 17, 2008, includes 102,125 shares of common stock held by Spencer
Trask Breakthrough Partners, LLC (STBP) and 3,240,000 shares of
common stock held by Spencer Trask Investment Partners, LLC. Also
includes warrants to purchase (i) 51,063 share of common stock held by
STBP, (ii) 372,500 shares of common stock held by Concord Equities
Group, Inc., (iii) 358,584 shares of common stock held by Spencer
Trask & Co., and (iv) 359,440 shares of common stock held by
Washington Associates, LLC, all of which are currently exercisable.
Kevin Kimberlin may be deemed to beneficially own the shares of common
stock and currently exercisable warrants listed in this footnote 8. 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
 Directors and Officers of UFood
   Transactions with the Spencer Trask Ventures, Inc. and Its Related Parties
    11




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Board Independence
  
 Item 14. Principal Accounting Fees and Services
  Year EndedDecember 28, 2008
    
    
    December 30, 2007Audit fees (1)
    
    $
    51,500
    
    
    $
    35,344Audit-related
fees (2)
    
    
    52,500
    
    
    
    Tax fees (3)
    
    
    21,428
    
    
    
    20,380All other
fees (4)
    
    
    27,471
    
    
    
    70,085Total fees
    
    $
    152,899
    
    
    $
    125,809
 (1)
    
    Audit fees for the year ended December 28, 2008 represent payments made by KnowFat to
CCR in 2008 for professional services in connection with the audit of its annual financial
statements. The payments were approved by the Audit Committee.(2)
    
    Audit-related fees for the
year ended December 28, 2008 represent payments made by the
Company to CCR for its review of the Companys quarterly reports. The payments were approved by the Audit Committee.(3)
    
    Tax fees for the year ended December 28, 2008 represent payments made by KnowFat to CCR
in 2008 for their preparation of Knowfats federal and state income tax returns. The
payments were approved by the Audit Committee.(4)
    
    All other fees for the year ended December 28, 2008 are comprised of (i) $27,471 paid
to CCR for professional services in connection with their assistance on the review of the
S-1 document, quarterly financial statements and the Current Report on Form 8-K filed on
December 26, 2007 in connection with the merger and (ii) $15,000 for accounting assistance
prior to the merger. These amounts were approved by the Audit Committee. Audit Committee Pre-Approval Policies and Procedures
    
 PART IV
 
 Item 15. Exhibits, Financial Statement Schedules
  31.1
    
    
    Certification of CEO required by Section 302 of the Sarbanes-Oxley Act of 2002*31.2
    
    
    Certification of CFO required by Section 302 of the Sarbanes-Oxley Act of 2002*32.1
    
    
    Certification of CEO required by Section 906 of the Sarbanes-Oxley Act of 2002*32.2
    
    
    Certification of CFO required by Section 906 of the Sarbanes-Oxley Act of 2002*
 *
    
    Filed herewith  12




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SIGNATURES
  UFOOD RESTAURANT GROUP, INC.Date:      April 27, 2009
    By:
    /s/ George NaddaffGeorge NaddaffChairman and Chief Executive Officer  Signature
    
    Title
    
    Date/s/ George Naddaff

George Naddaff
    
    Chairman of the Board and Chief Executive Officer

(Principal Executive Officer)
    
    April 27, 2009/s/ Charles Cocotas

Charles A. Cocotas
    
    President and Chief Operating Officer,
Director
    
    April 27, 2009/s/ Irma Norton

Irma Norton
    
    Acting Chief Financial Officer
(Principal Financial Officer)
    
    April 27, 2009/s/ Mark Giresi
    
    Director
    
    April 27, 2009Mark Giresi/s/ Robert Grayson
    
    Director
    
    April 27, 2009Robert Grayson/s/ Jeffrey Ross
    
    Director
    
    April 27, 2009Jeffrey Ross




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EXHIBITS INDEX
 ExhibitNo.
    
    Description31.1
    
    
    Certification of CEO required by Section 302 of the Sarbanes-Oxley Act of 2002*31.2
    
    
    Certification of CFO required by Section 302 of the Sarbanes-Oxley Act of 2002*32.1
    
    
    Certification of CEO required by Section 906 of the Sarbanes-Oxley Act of 2002*32.2
    
    
    Certification of CFO required by Section 906 of the Sarbanes-Oxley Act of 2002*