SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

KIMBERLIN KEVIN

(Last)

(First)

(Middle)

C/O SPENCER TRASK VENTURES, INC.

535 MADISON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/02/2007

3. Issuer Name and Ticker or Trading Symbol
UFood Restaurant Group, Inc. [ UFFC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,600,000	I	See footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertible Promissory Note	⁽²⁾	⁽²⁾	Common Stock	⁽²⁾	$0.5	I	See footnote⁽³⁾
Convertible Promissory Note	⁽²⁾	⁽²⁾	Warrant	⁽²⁾	$0.5	I	See footnote⁽³⁾
Warrant	⁽⁴⁾	12/18/2014	Common Stock	806,940	$1	I	See footnote⁽⁵⁾
Warrant	⁽⁴⁾	12/18/2014	Common Stock	358,584	$1	I	See footnote⁽⁶⁾

Explanation of Responses:

1. The shares of common stock ("Common Stock") of UFood Restaurant Group, Inc. are held by Spencer Trask Breakthrough Partners, LLC, a Delaware limited liability company ("STBP"), of which the Reporting Person is the non-member manager. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

2. The outstanding principal and accrued interest on the 9% Convertible Promissory Note (the "Note") was convertible into units consisting of one share of Common Stock and a warrant to purchase one-half of a share of Common Stock, at a price of $.50 per unit. The Note was to mature upon the earlier of (a) March 21, 2008 or (b) the closing of (i) the merger of the Company's wholly-owned subsidiary and KnowFat Franchise Company, Inc. and (ii) a private placement offering by the Company. The Note continued to be convertible until actually paid in full.

3. The Note was held directly by STBP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

4. The warrant is currently exercisable.

5. The warrant was held directly by Concord Equities Group, Inc. a Delaware corporation. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

6. The warrant was held directly by Spencer Trask Ventures, Inc., a Delaware corporation. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

	Kevin B. Kimberlin	07/16/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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