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

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): ~~November~~December 72, 2011

UFOOD RESTAURANT GROUP, INC. (Exact name of registrant as specified in its charter)

(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.)

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

(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:

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

o Soliciting material pursuant to Rule 14a-12 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))

OnItem ~~November 7, 2011, the Company and Southridge Partners II, LP (“Southridge”) entered into an Equity Purchase Agreement (the “Current Agreement”) by and between the Company and Southridge~~4. ~~The~~01. ~~Current~~Changes ~~Agreement~~in ~~provides that, at the election of the Company, Southridge is obligated to purchase shares of the Company~~Registrant’s ~~common~~Certifying stock up to the lesser of (a) 13,500,000 shares, or (b) shares having a value of $3,000,000. Each election of the Company can be at the lesser of $500,000 or 500% of the average of the dollar volume of the common stock for the twenty trading days preceding the election. The purchase price of the shares will be 92% of the market price of the shares. In no event can the Company require Southridge to purchase shares if, as a result of that purchase, Southridge will own more than 9.99% of the outstanding common stock of the Company. In addition, Southridge is entitled to certain registration rights with respect to its Company common stock and will also receive a payment of 133,333 shares of restricted common stock of the Company. Accountant

~~Item~~On December 17, 2011, the Audit Committee of the Board of Directors of UFood Restaurant Group, Inc.~~02.~~ (the “Company”) ~~Termination~~approved the engagement of Grant Thornton LLP (“Grant Thornton”) as the Company’s new independent registered public accounting firm. CCR LLP (“CCR”) the Company’s former independent registered public accounting firm resigned as the Company’s independent registered public accounting firm on December 2, 2011. This change was a ~~Material~~result ~~Definitive~~of ~~Agreement~~Grant Thornton’s acquisition of CCR on December 1, 2011.

OnCCR’s ~~November 7,~~reports ~~2011,~~on the ~~Company and Southridge mutually terminated the Equity Purchase~~ ~~Agreement (the “Former Agreement”) by and between the~~ Company ~~and Southridge, dated August 19, 2011. The Former Agreement provided that, at the election of the Company, Southridge would be obligated to purchase shares of the Company~~’s ~~common~~consolidated ~~stock~~financial statements for athe ~~total~~two ~~commitment~~years ~~of up to~~ended $3January 2,~~000,000.~~ ~~Each~~2011 ~~election~~and ofDecember ~~the Company could be at the lesser of $500~~27,~~000~~ or2009 ~~500%~~did ofnot ~~the average~~contain ofany ~~the~~adverse ~~dollar volume of the common stock for the twenty trading days preceding the~~opinion ~~election.~~or ~~The~~disclaimer ~~purchase price~~ of ~~the~~opinion ~~shares~~and ~~was~~were tonot bequalified ~~92%~~or ofmodified ~~the~~as ~~market price of the shares. In no event could the Company require Southridge~~ to ~~purchase shares if~~uncertainty, ~~as a result of that purchase,~~ ~~Southridge~~audit ~~would~~scope ~~own~~or ~~more~~accounting ~~than 9~~principles.~~99% of the outstanding common stock of the Company. In~~ ~~addition, Southridge would be entitled to certain registration rights with respect to its Company~~ ~~common stock and would also receive a payment of 133,333 shares of restricted common stock of the Company.~~

During the Company’s fiscal 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 of CCR, would have caused CCR to make reference to the matter in their report. None of the “reportable events” described in Item 304(a)(1)(v) of 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.

~~SIGNATURES~~The Company requested CCR to furnish the Company with a letter addressed to the Commission stating whether CCR agrees with the above statements. A copy of CCR’s letter, dated December 8, 2011 is attached as Exhibit 16.1 to this Form 8-K.

~~Pursuant~~During tothe fiscal years ended January 2, 2011 and December 27, 2009 and through the ~~requirements~~date of this Form 8-K, neither the ~~Securities~~Company ~~Exchange~~nor ~~Act~~anyone acting on its behalf consulted Grant Thornton regarding (1) the application of ~~1934~~accounting principles to a specified transaction, either completed or proposed, or the ~~registrant~~type ~~has~~of ~~duly~~audit ~~caused~~opinion ~~this~~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 bethe ~~signed~~Company onthat ~~its~~was ~~behalf~~an important factor considered by the ~~undersigned~~Company ~~hereunto~~in reaching ~~duly~~a ~~authorized~~decision as to any accounting, auditing, or financial reporting issue, (2) any matter that 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(a)(1)(v) of Regulation S-K of the SEC’s rules and regulations.

	UFOOD RESTAURANT GROUP, INC.
Date: November 9, 2011	By:	/s/ Charles Cocotas
		Charles Cocotas
		President and Chief Operating Officer

Item 9.01. Financial Statements and Exhibits.

3(d) Exhibits.


Exhibit No.		Description
16.1		CCR, LLP’s letter

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.

Date: December 7, 2011	By:	/s/ George A. Naddaff

		George A. Naddaff
		Chairman and Chief Executive Officer

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