UNITED STATES

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 of Report (Date of earliest event reported): ~~March~~May 1218, 2012

UFOOD RESTAURANT GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-136167	20-4463582
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
255 Washington Street, Suite 100 Newton, Massachusetts		02458
(Address of principal executive offices)		(Zip Code)

255 Washington Street, Suite 100 Newton, Massachusetts		02458
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (617) 787-6000

Not Applicable

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 48.0201. Other ~~Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

~~(a)-(b)~~ On ~~March~~May 1218, 2012, ~~the Audit Committee of~~ UFood Restaurant Group, Inc. ~~(the~~issued ~~“Company”) re-assessed~~a ~~the~~letter ~~equity~~to ~~versus~~its ~~liability~~shareholders ~~categorization~~in of the ~~2009~~form ~~Investor~~attached ~~and Placement Agent Warrants (the “Warrants”) based upon the “indexed~~ to anthis ~~entity’s~~Form ~~own stock” criteria specified within ASC 815~~8-~~40,~~K ~~and concluded that the Warrants should have been classified~~ as aExhibit ~~liability upon issuance~~99.1. ~~This~~The ~~classification~~letter ~~change~~is ~~will~~incorporated ~~affect~~herein ~~both the balance sheets and statements of operations previously reported~~ by ~~the Company~~reference. ~~This change will have no cash effect on the Company~~

~~Accordingly,~~Item 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 2509. ~~This determination was based upon the improper classification of the Warrants as equity instead of liabilities~~01. ~~The~~ Financial ~~Company~~Statements ~~previously determined that these financial instruments were equity,~~ and, ~~accordingly, reflected the balance within additional paid-in capital~~Exhibits. ~~The Company is in the process of determining the impact on the affected periods.~~

~~The~~(d) ~~Audit Committee of the Company has discussed these matters with the Company’s independent registered public accounting firm~~Exhibits.


Exhibit No.		Description

99.1		Letter to shareholders of UFood Restaurant Group, Inc.

SIGNATURES

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.~~	UFOOD RESTAURANT GROUP, INC.
Date: March 15, 2012	By:	/s/ Charles Cocotas
Date: May 18, 2012		By:	/s/ Charles Cocotas
		~~Charles Cocotas~~	Charles Cocotas
		~~President and Chief Operating Officer~~	President and Chief Operating Officer

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