c52041_sc13ga.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LKj5ghB0E+a7gK0H/dPvxEPXvHp6R8k2kCDHhEuaFm5row9P+T2QM3zjqv0TYIYq tpc+5kXyrWO3h5fBoW8AuQ== 0000930413-08-000375.txt : 20080117 0000930413-08-000375.hdr.sgml : 20080117 20080117164941 ACCESSION NUMBER: 0000930413-08-000375 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080117 DATE AS OF CHANGE: 20080117 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Restaurant Acquisition Partners, Inc. CENTRAL INDEX KEY: 0001340995 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82292 FILM NUMBER: 08536551 BUSINESS ADDRESS: STREET 1: 5950 HAZELTINE NATIONAL DRIVE STREET 2: SUITE 290 CITY: ORLANDO STATE: FL ZIP: 32822 BUSINESS PHONE: 407-240-9190 MAIL ADDRESS: STREET 1: 5950 HAZELTINE NATIONAL DRIVE STREET 2: SUITE 290 CITY: ORLANDO STATE: FL ZIP: 32822 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WOODLAND PARTNERS CENTRAL INDEX KEY: 0000936898 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 39 WOODLAND ROAD CITY: ROSLY STATE: NY ZIP: 11576 BUSINESS PHONE: 5166271032 MAIL ADDRESS: STREET 1: 68 WHEATLEY RD CITY: BROOKVILLE STATE: NY ZIP: 11545 SC 13G/A 1 c52041_sc13ga.htm c52041_sc13ga.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Restaurant Acquisition Partners, Inc.
(Name of Issuer)

Common Stock, $0.0001 Par Value
(Title of Class of Securities)

		761250208
		(CUSIP Number)

	December 31, 2007
	(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o  Rule 13d-1(b)
x  Rule 13d-1(c)
o  Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 8

CUSIP No. 761250208			13	G

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Woodland Partners

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a) o
			(b) o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
			New York

		5	SOLE VOTING POWER
	Number of		155,000 shares
	Shares
	Beneficially	6	SHARED VOTING POWER
	Owned By		0 shares
	Each
	Reporting	7	SOLE DISPOSITIVE POWER
	Person		155,000 shares
	With
		8	SHARED DISPOSITIVE POWER
			0 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,000 shares

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
	INSTRUCTIONS)
			o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

Page 2 of 8

CUSIP No. 761250208			13	G

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Barry Rubenstein

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a) o
			(b) o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

			United States

		5	SOLE VOTING POWER
	Number of		120,500 shares
	Shares
	Beneficially	6	SHARED VOTING POWER
	Owned By		155,000 shares
	Each
	Reporting	7	SOLE DISPOSITIVE POWER
	Person		120,500 shares
	With
		8	SHARED DISPOSITIVE POWER
			155,000 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,500 shares

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
	INSTRUCTIONS)
			o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

Page 3 of 8

CUSIP No. 761250208			13	G

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Marilyn Rubenstein

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a) o
			(b) o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
			United States

		5	SOLE VOTING POWER
	Number of		0 shares
	Shares
	Beneficially	6	SHARED VOTING POWER
	Owned By		155,000 shares
	Each
	Reporting	7	SOLE DISPOSITIVE POWER
	Person		0 shares
	With
		8	SHARED DISPOSITIVE POWER
			155,000 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,000 shares

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

			o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

Page 4 of 8

Item 1.

		(a)	Name of Issuer:
			Restaurant Acquisition Partners, Inc.

		(b)	Address of Issuer’s Principal Executive Offices:
			5950 Hazeltime National Drive
			Suite 290
			Orlando, Florida 32822

Item 2.

1.		(a)	Name of Person Filing:		Woodland Partners
		(b)	Address of Principal Business Office, or, if none, Residence:
					68 Wheatley Road
					Brookville, New York 11545
		(c)	Place of Organization:		New York
		(d)	Title of Class of Securities:		Common Stock, $0.0001 par value per share
		(e)	CUSIP Number:		761250208

2.		(a)	Name of Person Filing:		Barry Rubenstein
		(b)	Address of Principal Business Office, or, if none, Residence:
					68 Wheatley Road
					Brookville, New York 11545
		(c)	Citizenship:		United States
		(d)	Title of Class of Securities:		Common Stock, $0.0001 par value per share
		(e)	CUSIP Number:		761250208

3.		(a)	Name of Person Filing:		Marilyn Rubenstein
		(b)	Address of Principal Business Office, or, if none, Residence:
					68 Wheatley Road
					Brookville, New York 11545
		(c)	Citizenship:		United States
		(d)	Title of Class of Securities:		Common Stock, $0.0001 par value per share
		(e)	CUSIP Number:		761250208

Item 3.	If this statement is filed pursuant to §240.13d-1(b) or 240.13d-2(b) or (c), check whether
	the person filing is a:
		(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C.78o).
		(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
		(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
		(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
		(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

Page 5 of 8

	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

	(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).


	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.	Ownership.

The percentages of beneficial ownership shown below are based on 4,166,667 shares of Common Stock outstanding as of November 12, 2007, as reported in the Issuer’s quarterly report on Form 10-QSB for the period ended October 7, 2007.

1.	Woodland Partners:
	(a)	Amount Beneficially Owned: 155,000^1,shares.
	(b)	Percent of Class: 3.7%
	(c)	Number of shares as to which such person has:
		(i)	sole power to vote or to direct the vote: 155,000¹shares.
		(ii)	shared power to vote or to direct the vote: 0 shares.
		(iii)	sole power to dispose or to direct the disposition of: 155,000¹shares.
		(iv)	shared power to dispose or to direct the disposition of: 0 shares.

2.	Barry Rubenstein:
	(a)	Amount Beneficially Owned: 275,500^1,2,3shares. Barry Rubenstein is a general
		partner of Woodland Partners. Mr. Rubenstein is the husband of Marilyn
		Rubenstein.
	(b)	Percent of Class: 6.6%
	(c)	Number of shares as to which such person has:
		(i)	sole power to vote or to direct the vote: 120,500²shares.
		(ii)	shared power to vote or to direct the vote: 155,000^1,3shares.
		(iii)	sole power to dispose or to direct the disposition of: 120,500²shares.
		(iv)	shared power to dispose or to direct the disposition of: 155,000^1,3shares.

¹	Includes 155,000 shares of Common Stock owned by Woodland Partners.

²	Includes 120,500 shares of Common Stock owned by the Barry Rubenstein Rollover IRA account.

³	The reporting person disclaims beneficial ownership of these securities except to the extent of his/her equity interest therein.

Page 6 of 8

3.	Marilyn Rubenstein:
		(a)	Amount Beneficially Owned: 155,000^1,3Marilyn Rubenstein is a general partner of Woodland Partners. Marilyn Rubenstein is the wife of Barry Rubenstein.
		(b)	Percent of Class: 3.7%
		(c)	Number of shares as to which such person has:
			(i)	sole power to vote or to direct the vote: 0 shares.
			(ii)	shared power to vote or to direct the vote: 155,000^1,3shares.
			(iii)	sole power to dispose or to direct the disposition of: 0 shares.
			(iv)	shared power to dispose or to direct the disposition of: 155,000^1,3shares.
		Exhibit A, a Joint Filing Agreement, was previously filed with the Schedule 13G, dated December 20, 2006.

Item 5.		Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. o

Instruction:		Dissolution of a group requires a response to this item.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

		Not Applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security
		Being Reported on By the Parent Holding Company.

		Not Applicable.

Item 8.		Identification and Classification of Members of the Group.

		Not Applicable.

Item 9.		Notice of Dissolution of Group.

		Not Applicable.

Item 10.		Certification.

			By signing below each party certifies that, to the best of his/her/its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 7 of 8

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: January 15, 2008
	WOODLAND PARTNERS


	By:	/s/ Barry Rubenstein
		Barry Rubenstein, a General Partner


	/s/ Barry Rubenstein
	Barry Rubenstein

	/s/ Marilyn Rubenstein
	Marilyn Rubenstein

Attention:

Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

Page 8 of 8

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