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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant~~ ~~to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant ofTo ~~Report~~Section ~~(Date~~13 ofor ~~earliest event reported~~15(d): ~~December~~of 2,The ~~2011~~

~~UFOOD~~Securities ~~RESTAURANT~~Exchange ~~GROUP, INC. (Exact~~Act ~~name~~ of ~~registrant as~~1934 ~~specified in its charter)~~

Nevada		333-136167		20-4463582
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Date of Report (Date of earliest event reported): March 12, 2012

255 Washington Street, Suite 100 Newton, Massachusetts		02458
(Address of Principal Executive Offices)		(Zip Code)

UFOOD RESTAURANT GROUP, INC.

~~Registrant’s~~(Exact ~~telephone~~name ~~number, including~~of ~~area~~registrant ~~code:~~as ~~(617~~specified in its charter) ~~787-6000~~

Not Applicable (Former name or former address if changed since last report.)

Nevada

333-136167

20-4463582

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

255 Washington Street, Suite 100

Newton, Massachusetts

02458

(Address of principal executive offices)

(Zip Code)

oRegistrant’s ~~Written communications~~telephone ~~pursuant~~number, toincluding ~~Rule~~area ~~425~~code ~~under the Securities Act~~ (~~17 CFR 230.425~~617) o ~~Soliciting material pursuant to Rule 14a~~787-126000 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1 Not Applicable

~~Item~~(Former ~~4.01.~~name ~~Changes~~or informer ~~Registrant’s~~address, ~~Certifying~~if ~~Accountant~~changed since last report.)

OnCheck ~~December 7,~~the ~~2011,~~appropriate ~~the~~box ~~Audit~~below ~~Committee~~if of the ~~Board~~Form of8-K ~~Directors~~filing ofis ~~UFood~~intended ~~Restaurant~~to ~~Group,~~simultaneously ~~Inc. (the “Company”)~~satisfy ~~approved~~ the ~~engagement~~filing obligation of ~~Grant~~the ~~Thornton~~registrant ~~LLP (“Grant~~under ~~Thornton”)~~any asof the ~~Company’s~~following ~~new~~provisions ~~independent registered public accounting firm. CCR LLP~~ (~~“CCR”)~~see ~~the Company’s~~General ~~former~~Instruction ~~independent registered public accounting firm resigned as the Company’s independent registered public accounting firm on December~~ A.2~~, 2011~~. ~~This~~below): ~~change was a result of Grant Thornton’s acquisition of CCR on December 1, 2011.~~

~~CCR’s~~¨ ~~reports~~Written oncommunications ~~the Company’s~~pursuant ~~consolidated~~to ~~financial~~Rule ~~statements~~425 ~~for~~under the ~~two~~Securities ~~years~~Act ~~ended January 2,~~(17 ~~2011~~CFR ~~and December 27, 2009 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles~~230. 425)

~~During~~¨ ~~the~~Soliciting ~~Company’s~~material ~~fiscal~~pursuant years ended January 2, 2011 and December 27, 2009, and through December 2, 2011, there were no disagreements between the Company and CCR on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to ~~the satisfaction~~Rule of14a-12 ~~CCR,~~under ~~would have caused CCR to make reference to~~ the ~~matter~~Exchange ~~in their~~Act ~~report. None of the “reportable events” described in Item 304~~(~~a)(1)(v)~~17 ofCFR ~~Regulation S-K of the SEC’s rules and regulations have occurred during the fiscal years ended January 2, 2011 and December 27, 2009, and through December 2, 2011~~240. 14a -12)

~~The~~¨ ~~Company~~Pre-commencement ~~requested~~communications ~~CCR~~pursuant to ~~furnish the~~Rule ~~Company~~14d-2(b) ~~with~~under ~~a letter addressed to~~ the ~~Commission~~Exchange ~~stating~~Act ~~whether~~(17 ~~CCR agrees~~CFR ~~with the above statements~~240.14d ~~A copy of CCR’s letter, dated December 8, 2011 is attached as Exhibit 16.1 to this Form 8~~-K. 2(b))

~~During~~¨ ~~the fiscal years ended January 2, 2011 and December 27, 2009 and through the date of this Form 8~~Pre-K,commencement ~~neither~~communications ~~the~~pursuant ~~Company~~to ~~nor~~Rule ~~anyone acting on its behalf consulted Grant Thornton regarding~~ 13e-4(1c) ~~the~~ ~~application~~under ~~of accounting principles to a specified transaction, either completed or proposed, or~~ the ~~type~~Exchange ofAct audit opinion that might be rendered on the Company’s consolidated financial statements, and Grant Thornton did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (~~2) any~~17 ~~matter~~CFR ~~that~~240.13e was either the subject of a disagreement with CCR, which, if not resolved to the satisfaction of CCR, would have caused CCR to make reference to the matter in their report, or a “reportable event” as described in Item 304-4(ac)(1)~~(v) of Regulation S-K of the SEC’s rules and regulations.~~

Item 94.0102. Non-Reliance on Previously Issued Financial Statements ~~and~~or ~~Exhibits~~a Related Audit Report or Completed Interim Review.

(da) ~~Exhibits~~-(b) On March 12, 2012, the Audit Committee of UFood Restaurant Group, Inc. (the “Company”) re-assessed the equity versus liability categorization of the 2009 Investor and Placement Agent Warrants (the “Warrants”) based upon the “indexed to an entity’s own stock” criteria specified within ASC 815-40, and concluded that the Warrants should have been classified as a liability upon issuance. This classification change will affect both the balance sheets and statements of operations previously reported by the Company. This change will have no cash effect on the Company

Exhibit No.		Description
16.1		CCR, LLP’s letter

Accordingly, the Audit Committee of the Company has concluded that the financial statements previously filed with Forms 10-K, 10-Q and S-1 since June 2009 should no longer be relied upon due to an error in such financial statements as addressed in FASB ASC Topic 250. This determination was based upon the improper classification of the Warrants as equity instead of liabilities. The Company previously determined that these financial instruments were equity, and, accordingly, reflected the balance within additional paid-in capital. The Company is in the process of determining the impact on the affected periods.

2 The Audit Committee of the Company has discussed these matters with the Company’s independent registered public accounting firm.

~~SIGNATURES~~ 2

~~Pursuant~~SIGNATURES ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

	UFOOD RESTAURANT GROUP, INC.
Date: December 7, 2011	By:	/s/ George A. Naddaff
		George A. Naddaff
		Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	UFOOD RESTAURANT GROUP, INC.

Date: March 15, 2012	By:	/s/ Charles Cocotas
		Charles Cocotas
		President and Chief Operating Officer

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