UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 2
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    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 28, 2008
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    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from
 Commission file number 333-136167
 UFOOD RESTAURANT GROUP, INC.
  Nevada
    
    20-4463582(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 255 Washington Street,
Suite 100 Newton, Massachusetts
    
    02458(Address of principal executive offices)
    
    (Zip Code)
 
 Title of each class
    
    Name of each exchange on which registeredNone
    
    None
  
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EXPLANATORY NOTE
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PART III
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 Security Ownership of Certain Beneficial Owners and Management.
  Amount andNature of
    
    
    PercentBeneficial
    
    
    ofName and Address of Beneficial Owner
    
    Ownership
    
    
    Class+George Naddaff(1)
    
    
    3,834,782
    
    
    
    10.4
    %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)
    
    
    774,888
    
    
    
    2.2
    %Directors and Executive Officers as a group(1)-(7)
    
    
    5,609,471
    
    
    
    14.8
    %Alan Antokal(8)
    
    
    2,373,029
    
    
    
    6.8
    %Kevin Kimberlin(9)
    
    
    4,483,712
    
    
    
    12.5
    %Spencer Trask Ventures, Inc.535 Madison AvenueNew York, NY 10022
 
 *  +
 (1)
    
    Includes 1,650,249 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 28, 2009 and 2,000,000 shares of Common Stock issuable
upon exercise of options currently exercisable or exercisable within 60
days of April 28, 2009. Does not include 500,000 shares of Common
Stock issuable upon exercise of options granted to Mr. Naddaff which
will not be exercisable within 60 days of April 28, 2009.(2)
    
    Consists of 570,968 shares of Common Stock issuable upon exercise of
options currently exercisable or exercisable within 60 days of April
28, 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 28, 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 28, 2009 and $51,134 shares of Common Stock issuable upon
exercise of options currently exercisable or exercisable within 60 days
of April 28, 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 28, 2009.(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
28, 2009 and 55,725 shares of Common Stock issuable upon exercise of
options currently exercisable or exercisable within 60 days of April
28, 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 28, 2009.
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(5)
    
    Includes 51,154 shares of Common Stock issuable upon exercise of
options currently exercisable or exercisable within 60 days of April
28, 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 28, 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
28, 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 28, 2009.(7)
    
    Includes 774,888 shares of common stock beneficially owned by Mr. Spitz.(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 28, 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.
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SIGNATURES
  UFOOD RESTAURANT GROUP, INC.Date:
    
    May 13, 2009
    
    By:
    
    /s/ George NaddaffGeorge NaddaffChairman and Chief Executive Officer
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