##### Table of Contents



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 January 2, 2011
 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
    
    20-4463582(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 
 
  Title of each class
    
    Name of each exchange on which registeredNone
    
    None
  
 o þ
 o þ
 þ o
 þ
  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
    
    
    10Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    12Item 14. Principal Accounting Fees and Services
    
    
    13PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    13EX-31.1EX-31.2EX-32.1EX-32.2
   3




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##### Table of Contents



PART III
 
 DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS
  Name
    
    Age
    
    
    PositionGeorge Naddaff
    
    
    81
    
    
    Chief Executive Officer and Chairman of the Board of DirectorsCharles Cocotas
    
    
    75
    
    
    President and Chief Operating Officer, DirectorIrma Norton
    
    
    43
    
    
    Chief Financial OfficerRobert C. Grayson
    
    
    65
    
    
    DirectorMark Giresi
    
    
    52
    
    
    DirectorRichard Golden
    
    
    57
    
    
    DirectorKeith Mueller
    
    
    51
    
    
    Director
 Background of Officers and Directors
 George Naddaff
 Charles A. Cocotas
 Irma Norton
  4




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Robert C. Grayson
 Mark Giresi
 Richard Golden
 Keith Mueller
  (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
   5




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##### Table of Contents



Nominations to the Board of Directors
  Code of Ethics
  Board of Directors
  Audit Committee Financial Expert
  
 Item 11.
    
    Executive Compensation
 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)(1)
    
    
    (g)
    
    
    (h)
    
    
    (i)(2)
    
    
    (j)George Naddaff,
    
    
    2010
    
    
    $
    301,620
    
    
    $
    -0-
    
    
    $
    0
    
    
    $
    691,961
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    30,000
    
    
    $
    1,023,581Chairman and CEO
    
    
    2009
    
    
    $
    301,485
    
    
    $
    -0-
    
    
    $
    7,500
    
    
    $
    212,000
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    7,500
    
    
    $
    528,485Charles A. Cocotas
    
    
    2010
    
    
    $
    201,620
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    271,788
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    473,408President and COO
    
    
    2009
    
    
    $
    201,485
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    43,200
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    244,685Irma Norton
    
    
    2010
    
    
    $
    136,215
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    56,278
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    192,493CFO
    
    
    2009
    
    
    $
    133,409
    
    
    $
    10,000
    
    
    $
    -0-
    
    
    $
    4,465
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    147,874Thomas Mackey
    
    
    2010
    
    
    $
    150,000
    
    
    
    -0-
    
    
    $
    -0-
    
    
    $
    52,870
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    10,950
    
    
    $
    213,820SVP of Operations
    
    
    2009
    
    
    $
    150,000
    
    
    
    -0-
    
    
    $
    -0-
    
    
    $
    7,170
    
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    10,950
    
    
    $
    168,120
 (1)
    
    These amounts represent the aggregate grant date fair value of
awards for fiscal years 2010, and 2009. 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 8, Stock-Based
Compensation,of the Notes to our 2010 Consolidated Financial
Statements included in the Companys annual report.(2)
    
    Mr. Naddaff was paid in 2010 the amount of $30,000 for
commissions with respect to franchises sold pursuant to his
employment agreement. Mr. Mackey received an auto-allowance for
the use of his personal car while doing business.  6




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Agreements with Executive Officers
    7




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Summary Compensation Table
 Outstanding Equity Awards at Fiscal Year End
January 2, 2011
  EquityIncentivePlanAwards:No. of
    
    
    No. of
    
    
    Number ofSecurities
    
    
    Securities
    
    
    SecuritiesUnderlying
    
    
    Underlying
    
    
    UnderlyingUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    OptionOptions (#)
    
    
    Options (#)
    
    
    Unearned
    
    
    Exercise
    
    
    ExpirationName
    
    Exercisable
    
    
    Unexercisable
    
    
    Options
    
    
    Price
    
    
    DateGeorge Naddaff
    
    
    5,100,694
    
    
    
    1,399,306
    (1)
    
    
    -0-
    
    
    $
    0.19
    
    
    April 30, 2018Charles A. Cocotas
    
    
    1,892,238
    
    
    
    519,110
    
    
    
    -0-
    
    
    
    0.19
    
    
    April 30, 2018Irma Norton
    
    
    302,580
    
    
    
    168,750
    
    
    
    -0-
    
    
    
    0.19
    
    
    February 11, 2018Thomas Mackey
    
    
    290,000
    
    
    
    168,750
    
    
    
    -0-
    
    
    
    0.19
    
    
    February 11, 2018
 (1)
    
    The vesting schedule for the unexercised shares is outlined in the section entitled Agreements with Executive Officers and Consultants above. 2004 Stock Option Plan
  2007 Equity Incentive Plan
   WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateNumber of
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicOptions
    
    Shares
    
    
    Price
    
    
    Term
    
    
    ValueOutstanding at December 28, 2008
    
    
    2,845,920
    
    
    $
    1.22
    
    
    
    8.8
    
    
    
    -0-Granted
    
    
    3,979,990
    
    
    $
    0.20
    
    
    
    8.2Canceled
    
    
    (2,360,920
    )
    
    $
    1.22Forfeited
    
    
    (545,000
    )
    
    $
    1.11Outstanding at December 27, 2009
    
    
    3,919,990
    
    
    $
    0.20
    
    
    
    8.2
    
    
    
    -0-Granted
    
    
    2,070,000
    
    
    $
    0.16
    
    
    
    9.3Canceled
    
    
    
    
    
    $
    Forfeited
    
    
    (105,000
    )
    
    $
    0.20Outstanding at January 2, 2011
    
    
    5,884,990
    
    
    $
    0.19
    
    
    
    7.9
    
    
    $
    200,500
  8




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Options Outstanding
    
    
    Options ExercisableWeightedAverageRemainingNumber of
    
    Exercise
    
    
    Contractual
    
    
    Number ofOptions
    
    Price
    
    
    Term
    
    
    Options
    
    
    Exercise Price3,814,990
    
    $
    0.20
    
    
    
    7.2
    
    
    
    3,800,439
    
    
    $
    0.202,070,000
    
    $
    0.16
    
    
    
    9.3
    
    
    
    2,070,000
    
    
    $
    0.16
 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.
 Duration, Amendment and Termination
  Other Equity Awards
 th
  9




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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.
 th
 Stock Awards
    
    
    Stock Awards2009
    
    
    2010Robert Grayson
    
    $
    9,377
    
    
    $
    98,606Mark Giresi
    
    $
    9,377
    
    
    $
    98,606Keith Mueller
    
    $
    -0-
    
    
    $
    98,606Richard Golden
    
    $
    -0-
    
    
    $
    98,606
  
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 Securities Authorized for Issuance under Equity Compensation Plans
 Stock-Based Compensation
  Number of securitiesNumber of
    
    
    
    
    
    
    remaining available forsecurities to be
    
    
    
    
    
    
    future issuance underissued upon
    
    
    Weighted-average
    
    
    equity compensationexercise of
    
    
    exercise price of
    
    
    plans (excludingoutstanding
    
    
    outstanding options,
    
    
    securities reflected inPlan Category
    
    options
    
    
    warrants and rights
    
    
    column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation plans approved by security holders
    
    
    5,917,747
    (2)
    
    $
    0.19
    
    
    
    3,115,010
    (3)Equity compensation plans not approved by security holders
    
    
    8,728,673
    (1)
    
    $
    0.19
    
    
    
    0Total
    
    
    14,646,420
    
    
    $
    0.19
    
    
    
    3,115,010
 (1)
    
    On June 30th, 2010 the Board of Directors
approved the grant of options to purchase 7,683,673 shares of
common stock shown in the table. These options were not granted
pursuant to a compensation plan, but instead represent
non-qualified stock options granted to Directors, Officers, and
employees. The options granted have various vesting schedules at
an exercise price of $0.19 per share.(2)
    
    On April 1, 2010, the Board of Directors approved the grant of
2,070,000 options to acquire shares of the Companys common stock
under the Companys 2007 Equity Incentive Plan to officers and
employees, fully vested at an exercise price of $0.16 per share.(3)
    
    On July 1st, 2010, the shareholders
approved the addition of 3,000,000 stock options available under
our 2007 Stock Option Plan for a total of 9,000,000 stock options
in that Plan.  10




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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 A. Naddaff(1)
    
    
    7,238,968
    
    
    
    15.14
    %Charles A. Cocotas(2)
    
    
    1,992,710
    
    
    
    4.68
    %Irma Norton(7)
    
    
    315,080
    
    
    
    *Robert C. Grayson(3)
    
    
    705,483
    
    
    
    1.71
    %Mark Giresi(4)
    
    
    605,000
    
    
    
    1.47
    %Keith Mueller(5)
    
    
    3,594,771
    
    
    
    8.1
    %Richard Golden(6)
    
    
    2,975,816
    
    
    
    6.8
    %Directors and Executive Officers as a group(1)-(6)
    
    
    17,427,829
    
    
    
    30.0
    %Kevin Kimberlin(8)
    
    
    4,483,712
    
    
    
    9.95
    %535 Madison Avenue
New York, NY 10022
 
 *
    
    Less than one percent+
    
    Based on 40,581,557 shares of common stock issued and outstanding as of April 7, 2011.(1)
    
    Includes 1,682,907 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 7, 2011 and 5,371,528 shares
of Common Stock issuable upon exercise of options currently
exercisable or exercisable within 60 days of April 7, 2011. Does
not include 1,128,472 shares of Common Stock issuable upon
exercise of options granted to Mr. Naddaff which will not be
exercisable within 60 days of April 7, 2011.(2)
    
    Consists of 1,992,710 shares of Common Stock issuable upon
exercise of options currently exercisable or exercisable within
60 days of April 7, 2011. Does not include 418,638 shares of
Common Stock issuable upon exercise of options granted to Mr.
Cocotas which will not be exercisable within 60 days of April 7,
2011.(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 7, 2011 and 605,000 shares of Common
Stock issuable upon exercise of options currently exercisable or
exercisable within 60 days of April 7, 2011.(4)
    
    Includes 605,000 shares of Common Stock issuable upon exercise of
options currently exercisable or exercisable within 60 days of
April 7, 2011.(5)
    
    Includes 210,156 shares of Common Stock
beneficially owned by Mr. Mueller. Also, includes
1,923,077 shares of Common Stock issuable upon
conversion of Preferred Stock and 961,538 shares
of Common Stock issuable upon exercise of
warrants beneficially owned by Mr. Mueller.
Includes 500,000 shares of Common Stock issuable
upon exercise of options currently exercisable or
exercisable within 60 days of April 7, 2011.  11




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(6)
    
    Includes 168,124 shares of Common Stock
beneficially owned by Mr. Golden. Also, includes
1,538,462 shares of Common Stock issuable upon
conversion of Preferred Stock and 769,231 shares
of Common Stock issuable upon exercise of
warrants beneficially owned by Mr. Golden.
Includes 500,000 shares of Common Stock issuable
upon exercise of options currently exercisable or
exercisable within 60 days of April 7, 2011.(7)
    
    Includes 315,080 shares of Common Stock issuable
upon exercise of options currently exercisable or
exercisable within 60 days of April 7, 2011. Does
not include an additional 156,250 shares of
Common Stock issuable upon exercise of options
granted to Mrs. Norton which will not be
exercisable within 60 days of April 7, 2011.(8)
    
    Includes 102,125 shares of Common Stock
beneficially owned by Spencer Trask Breakthrough
Partners, LLC (STBP) and 3,240,000 shares of
Common Stock beneficially owned by Spencer Trask
Investment Partners, LLC (STIP). Mr. Kimberlin
is the non-member manager of both STBP and STIP.
Also includes (i) 51,063 shares of Common Stock
issuable upon exercise of a warrant held by STBP,
(ii) 372,500 shares of Common Stock issuable upon
exercise of a warrant held by Concord Equities
Group, Inc., (iii) 358,584 shares of Common Stock
issuable upon exercise of a warrant held by
Spencer Trask & Co., a corporation of which Mr.
Kimberlin is the sole stockholder, and (iv)
359,440 shares of Common Stock issuable upon
exercise of a warrant held by Washington
Associates, LLC. The information set forth in
this footnote 8 was obtained from a Form 4 filed
by Mr. Kimberlin with the SEC on July 16, 2008. 
 Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
 Directors and Officers of UFood
   Transactions with the Placement Agent and Its Related Parties
   Board Independence
   12




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Item 14.
    
    Principal Accounting Fees and Services
  Year EndedJanuary 2, 2011
    
    
    December 27, 2009Audit fees (1)
    
    $
    55,000
    
    
    $
    60,000Audit-related fees
    
    
    33,000
    
    
    
    33,000Tax fees (2)
    
    
    17,100
    
    
    
    17,100All other fees (3)
    
    
    7,205
    
    
    
    -0-Total fees
    
    $
    112,305
    
    
    $
    110,100
 (1)
    
    Audit fees for the year ended January 2, 2011 represent payments made by KnowFat to CCR
for professional services in connection with the audit of its annual financial statements.
The payments were approved by the Audit Committee.(2)
    
    Tax fees for the year ended January 2, 2011 represent payments made by KnowFat to CCR
for their preparation of Knowfats federal and state income tax returns. The payments were
approved by the Audit Committee.(3)
    
    All other fees for the year ended January 2, 2011 are comprised of (i) $2,073 paid to
CCR for professional services in connection with their assistance on the review of the S-8
document, (ii) $3,852 for audit of the 401K Plan, and (iii) $1,280 for review of comment
letter with the SEC. 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  13




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SIGNATURES
  UFOOD RESTAURANT GROUP, INC.Date:  April 18, 2011
    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 18, 2011/s/ Charles Cocotas

Charles A. Cocotas
    
    President and Chief Operating
Officer, Director
    
    April 19, 2011/s/ Irma Norton

Irma Norton
    
    Chief Financial Officer (Principal
Financial Officer)
    
    April 18, 2011Mark
Giresi
    
    Director
    
    April 18, 2011/s/ Robert Grayson

Robert Grayson
    
    Director
    
    April 18, 2011/s/ Richard Golden

Richard Golden
    
    Director
    
    April 18, 2011/s/ Keith Mueller

Keith Mueller
    
    Director
    
    April 18, 2011