-----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, Bcmylk9XeeU13GZYOx0yKiRidh9oEs5/zneZvnP2BzkSPNWULJgb85WXCk8TWsbR cdSzMp9r+Ugd4hKv5FV5lA== 0000930413-07-000377.txt : 20070117 0000930413-07-000377.hdr.sgml : 20070117 20070117162306 ACCESSION NUMBER: 0000930413-07-000377 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070117 DATE AS OF CHANGE: 20070117 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 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 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-82292 FILM NUMBER: 07535235 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 SC 13G 1 c46187_sc13g.htm UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Restaurant Acquisition Partners, Inc.
(Name of Issuer)

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


	761250208
	(CUSIP Number)


	December 20, 2006
	(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 9

CUSIP No. 761250208 13G



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)
		(b)


3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York

Number of Shares Beneficially Owned By Each Reporting Person With	5	SOLE VOTING POWER 155,000 shares


	6	SHARED VOTING POWER 0 shares


	7	SOLE DISPOSITIVE POWER 155,000 shares


	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)



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


12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

Page 2 of 9

CUSIP No. 761250208 13G



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)
		(b)


3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

Number of Shares Beneficially Owned By Each Reporting Person With	5	SOLE VOTING POWER 120,500 shares


	6	SHARED VOTING POWER 155,000 shares


	7	SOLE DISPOSITIVE POWER 120,500 shares


	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)



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


12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

Page 3 of 9

CUSIP No. 761250208 13G



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)
		(b)


3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

Number of Shares Beneficially Owned By Each Reporting Person With	5	SOLE VOTING POWER 0 shares


	6	SHARED VOTING POWER 155,000 shares


	7	SOLE DISPOSITIVE POWER 0 shares


	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)



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


12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

Page 4 of 9

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 9

	(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 reporting persons purchased units (the “Units”). Each Unit consists of one share of common stock, 0.0001 par value per share (the “Common Stock”), and two redeemable common stock purchase warrants (the “Warrants”). Each Warrant entitles the holder to purchase one share of Common Stock at a price of $4.50. Each Warrant becomes exercisable on the later to occur of (i) the Issuer’s completion of a business combination with a target business, and (ii) December 20, 2007, and expires on December 20, 2010, or earlier upon redemption.

The following includes securities of the Issuer held by the reporting persons as of December 29, 2006.

1.	Woodland Partners:

	(a)	Amount Beneficially Owned: 155,000^1,2 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: 155,000^1,2shares.

		(ii)	shared power to vote or to direct the vote: 0 shares.

		(iii)	sole power to dispose or to direct the disposition of: 155,000^1,2shares.

		(iv)	shared power to dispose or to direct the disposition of: 0 shares.

2.	Barry Rubenstein:

	(a)	Amount Beneficially Owned: 275,500^1,2,3,4,5 shares. 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: 120,500^3,4 shares.

		(ii)	shared power to vote or to direct the vote: 155,000^1,2,5 shares.

		(iii)	sole power to dispose or to direct the disposition of: 120,500^3,4shares.

		(iv)	shared power to dispose or to direct the disposition of: 155,000^1,2,5 shares.




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

²	Does not include 310,000 shares of Common Stock issuable upon the exercise of the Warrants held by Woodland Partners.

³	Includes 120,500 shares of Common Stock owned by the Barry Rubenstein Rollover IRA account.

⁴	Does not include 241,000 shares of Common Stock issuable upon the exercise of the Warrants held by the Barry Rubenstein Rollover IRA account.

⁵	The reporting person disclaims beneficial ownership of these securities except to the extent of his/her equity interest therein.

Page 6 of 9

3.	Marilyn Rubenstein:

	(a)	Amount Beneficially Owned: 155,000^1,2,5 Marilyn 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: 155,000^1,2,5 shares.

		(iii)	sole power to dispose or to direct the disposition of: 0 shares.

		(iv)	shared power to dispose or to direct the disposition of: 155,000^1,2,5 shares.

	A Joint Filing Agreement is attached hereto as Exhibit A.

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 9

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 16, 2007

	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 9

13G
EXHIBIT A
JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13G with respect to the securities of Restaurant Acquisition Partners, Inc. and any further amendments thereto executed by each and any of us shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

Dated: January 16, 2007

	WOODLAND PARTNERS

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

		/s/ Barry Rubenstein
		Barry Rubenstein

		/s/ Marilyn Rubenstein
		Marilyn Rubenstein

Page 9 of 9

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