-----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, RhDk+xuWbmE2TI4TYfkSyAX5FxKWNP/3NBpze9uiggwLEARAY58feyxVY7T87gBS rpRgQgAfMBfpdoDG4yIjcw== 0000898432-08-000678.txt : 20080716 0000898432-08-000678.hdr.sgml : 20080716 20080716173145 ACCESSION NUMBER: 0000898432-08-000678 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070802 FILED AS OF DATE: 20080716 DATE AS OF CHANGE: 20080716 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UFood Restaurant Group, Inc. CENTRAL INDEX KEY: 0001369233 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 204463582 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12516-52A AVENUE CITY: SURREY STATE: A1 ZIP: V3X 3K3 BUSINESS PHONE: (604) 341-8993 MAIL ADDRESS: STREET 1: 12516-52A AVENUE CITY: SURREY STATE: A1 ZIP: V3X 3K3 FORMER COMPANY: FORMER CONFORMED NAME: UFood Franchise CO DATE OF NAME CHANGE: 20070829 FORMER COMPANY: FORMER CONFORMED NAME: Axxent Media CORP DATE OF NAME CHANGE: 20060718 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KIMBERLIN KEVIN CENTRAL INDEX KEY: 0000904841 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 333-136167 FILM NUMBER: 08955651 BUSINESS ADDRESS: STREET 1: SPENCER TRASK SECURITIES INC STREET 2: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123555565 3 1 kimberlin_form3ex.xml X0203 3 2007-08-02 0 0001369233 UFood Restaurant Group, Inc. UFFC 0000904841 KIMBERLIN KEVIN C/O SPENCER TRASK VENTURES, INC. 535 MADISON AVENUE NEW YORK NY 10022 0 0 1 0 Common Stock 3600000 I See footnote Convertible Promissory Note 0.50 Common Stock I See footnote Convertible Promissory Note 0.50 Warrant I See footnote Warrant 1.00 2014-12-18 Common Stock 806940 I See footnote Warrant 1.00 2014-12-18 Common Stock 358584 I See footnote 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. 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. 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. The warrant is currently exercisable. 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. 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 2008-07-16 -----END PRIVACY-ENHANCED MESSAGE-----