SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  SCHEDULE 13D

                   Under the Securities Exchange Act of 1934

                          UFOOD RESTAURANT GROUP, INC.
                                (Name of Issuer)

                   COMMON STOCK, $0.001 PAR VALUE PER SHARE.
                         (Title of Class of Securities)

                                   903508109
                                 (CUSIP Number)

                               KEVIN B. KIMBERLIN
                            C/O SPENCER TRASK & CO.
                        535 MADISON AVENUE, 18[TH] FLOOR
                              NEW YORK, NY  10022
                              TEL:  (212) 355-5565
                               FAX:  212-751-3483

          (Name, Address and Telephone Number of Person Authorized to
                      Receive Notices and Communications)


                                   08/02/2007
            (Date of Event which Requires Filing of this Statement)

If  the filing person has previously filed a statement on Schedule 13G to report
the acquisition  that  is  the  subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e),  13d-1(f)  or  13d-1(g),  check the following
box: [  ].

NOTE:  Schedules filed in paper format shall include a signed  original and five
copies  of  the  schedule, including all exhibits. See Rule 13d-7(b)  for  other
parties to whom copies are to be sent.

The information required on 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.




CUSIP NO.:  903508109

1.   NAME OF REPORTING PERSON:  Kevin B. Kimberlin

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
     (a)       (b)  x

3.   SEC USE ONLY

4.   SOURCE OF FUNDS:  AF

5.   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
          Yes                 No X

6.   CITIZENSHIP OR PLACE OF ORGANIZATION:  UNITED STATES

7.   SOLE VOTING POWER: 4,483,712

8.   SHARED VOTING POWER: 0 shares

9.   SOLE DISPOSITIVE POWER:  4,483,712

10.  SHARED DISPOSITIVE POWER: 0 shares

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
     PERSON:  4,483,712

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES:   Yes       No  x

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13.49%


14.  TYPE OF REPORTING PERSON:  IN

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ITEM 1.   SECURITY AND ISSUER

This Statement relates to the common  stock,  $0.001  par  value  per share (the
"Common  Stock"),  of  UFood  Restaurant  Group, Inc. (the "Company"), a  Nevada
corporation, with a principal business address  of  255 Washington Street, Suite
100, Newton, MA 02458.

ITEM 2.   IDENTITY AND BACKGROUND

     (a) This Statement is filed by Kevin B. Kimberlin ("Mr. Kimberlin").

     (b) The business  address of Mr.  Kimberlin is c/o Spencer Trask & Co., 535
Madison Avenue, New York, NY 10022.

     (c) Mr.  Kimberlin's  principal  occupations  are  Chairman of the Board of
Directors of Spencer Trask & Co. and a private investor.

     (d) Mr. Kimberlin has not, during the last five years,  been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).

     (e) Mr.  Kimberlin has not,  during the last five years,  been a party to a
civil proceeding of a judicial or administrative body of competent  jurisdiction
and as a result of such  proceeding  was or is subject to a judgment,  decree or
final  order  enjoining  future  violations  of,  or  prohibiting  or  mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.

     (f) Mr. Kimberlin is a United States citizen.

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

As  set  forth  in  more  detail below, the shares of Common Stock and  warrants
exercisable for shares of Common  Stock  reported  herein  are  held directly by
Spencer  Trask Breakthrough Partners, LLC, a Delaware limited liability  company
("STBP"),  Washington  Associates,  LLC,  a  Delaware  limited liability company
("Washington   Associates"),  Spencer  Trask  &  Co.,  a  Delaware   corporation
("ST&Co."), Spencer Trask Investment Partners, LLC, a Delaware limited liability
company ("STIP")  and  Concord  Equities  Group,  Inc.,  a  Delaware corporation
("Concord").   STBP,  Washington  Associates,  ST&Co.,  STIP  and  Concord   are
sometimes  collectively referred to herein as the "Spencer Trask Entities."  Mr.
Kimberlin is  the  non-member manager of STBP and STIP.  Concord is wholly-owned
by Washington Associates,  and  ST  Partners  LLC,  an  entity controlled by Mr.
Kimberlin,  owns  80%  of  Washington  Associates.  Mr. Kimberlin  is  the  sole
stockholder and Chairman of the Board of Directors of ST&Co.

On August 2, 2007, for an aggregate purchase  price  of $501,000, STBP purchased
3,600,000 shares of Common Stock from various stockholders  of  the Company (the
"STBP  Purchase").   On  the  same  date  of the STBP Purchase, STBP distributed
2,400,000 shares of Common Stock to STIP, a member of STBP.

 In addition, on September 24, 2007, STBP purchased  a 9% convertible promissory
note  (the  "Note") from the Company in the principal amount  of  $50,000.   The
principal amount  of  the  Note,  plus  accrued but unpaid interest thereon, was
convertible  into units ("Units"), at a price  of  $.50  per  Unit.   Each  Unit
consisted of one  share  of Common Stock and a warrant to purchase one-half of a



share of Common Stock, at  an  exercise price of $1.25 per share and expiring on
December 18, 2012.  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 of Units. The source of funds for payment of the  Common
Stock and the Note was the working capital of STBP.

Pursuant  to  that  certain  Placement  Agency Agreement, dated August 24, 2007,
between  the  Company and STV, the Company  retained  the  services  of  STV  as
placement agent  in an offering of the Company's convertible promissory notes in
the principal amount  of $2,000,000 (the "Offering").  Concord acted as a dealer
in the Offering pursuant  to  the  terms of that certain Master Selected Dealers
Agreement,  between  STV  and Concord,  dated  October  26,  2007.   As  partial
consideration for its services  as  dealer,  on  December  18, 2007, the Company
issued Concord a warrant to purchase 806,940 shares of Common Stock (the "Dealer
Warrants") at an exercise price of $1.00 per share and expiring  on December 18,
2014.

Pursuant to that certain Placement Agency Agreement, between the Company and
STV, dated October, 17, 2007, the Company retained the services of STV as
placement agent in connection with a private offering of up to 800,000 Units.
As partial consideration for its services as placement agent, on December 18,
2007, the Company issued STV a warrant to purchase 358,584 shares of Common
Stock ("Placement Agent Warrants") at an exercise price of $1.00 per share and
expiring on December 18, 2014.  STV distributed the Placement Agent Warrants to
ST&Co. as of December 18, 2007.

In addition, on December 18, 2007: (a) STBP converted the Note into  (i) 102,125
shares  of  Common  Stock and (ii) warrants to purchase 51,063 shares of  Common
Stock at an exercise price of $1.25 per share and expiring on December 12, 2012;
(b) Concord distributed 75,000 Dealer Warrants to brokers, William Dioguardi and
Gabe Lotesto, as compensation  for  their  services  in  the  Offering;  and (c)
Concord  distributed  359,440  Dealer Warrants to its parent company, Washington
Associates.

On January 23, 2008, STBP distributed  (a)  840,000  shares  of  Common Stock to
STIP, a member of STBP, and (b) 360,000 shares of Common Stock to  Adam Stern, a
natural person member of STBP.

By virtue of his ability to control the Spencer Trask Entities, Mr. Kimberlin is
an  indirect  beneficial  owner of the securities directly owned by the  Spencer
Trask Entities.

ITEM 4.   PURPOSE OF TRANSACTION

     (a) All of the  securities  reported  herein were  acquired for  investment
purposes.  Mr. Kimberlin  retains the right,  through his control of the Spencer
Trask Entities,  to change his investment intent from time to time, to, directly
or  indirectly,  acquire  additional  shares  of  Common  Stock,  acquire  other
securities  of the  Company or sell or  otherwise  dispose of all or part of the
Common  Stock or other  securities  of the  Company  beneficially  owned by him,
directly or indirectly, in any manner permitted by law.

     Mr.  Kimberlin  presently has no plans or proposals that relate to or would
result in any of the following:

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     (b)  An   extraordinary   corporate   transaction,   such   as  a   merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;

     (c) A sale or transfer of a material  amount of assets of the Company or of
any of its subsidiaries;

     (d) Any change in the  present  Board of  Directors  or  management  of the
Company;

     (e) Any material change in the present capitalization or dividend policy of
the Company;

     (f) Any  other  material  change in the  Company's  business  or  corporate
structure;

     (g)  Any  changes  in  the  Company's   charter,   by-laws  or  instruments
corresponding  thereto  or other  actions  that may impede  the  acquisition  of
control of the Company by any person;

     (h) A class of  securities  of the Company  being  delisted from a national
securities  exchange or ceasing to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;

     (i) A class of equity  securities  of the  Company  becoming  eligible  for
termination of registration pursuant to Section 12(g)(4) of the Act; or

     (j) Any action similar to any of those enumerated above.

     As  part  of the  ongoing  evaluation  of his  investments  and  investment
alternatives, however, Mr. Kimberlin may consider effecting any of the foregoing
transactions  and,  subject to  applicable  law,  may,  directly or  indirectly,
formulate a plan or plans with respect to such  transactions  and may, from time
to time, hold discussions with or make proposals to management  and/or the Board
of Directors of the Company,  other stockholders of the Company or third parties
regarding  such matters.  Mr.  Kimberlin will amend the Schedule 13D if there is
any material  change in his plans with respect to the foregoing.  Mr.  Kimberlin
may also,  directly or  indirectly,  buy and/or sell  securities  of the Company
consistent with his investment objectives.

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER

     (a) As of the date of this Statement,  Mr. Kimberlin is a beneficial owner,
for purposes of Section  13(d) of the Act, of 4,483,712  shares of Common Stock,
which  represents  beneficial  ownership of  approximately  13.49% of the Common
Stock.  Specifically,  Mr.  Kimberlin  may be  deemed  beneficially  to own  the
3,342,125  shares of Common  Stock and the  currently  exercisable  warrants  to
purchase  up to  1,141,587  shares of Common  Stock  held by the  Spencer  Trask
Entities in the  aggregate.  The  percentage of shares of Common Stock  reported
beneficially  owned by Mr.  Kimberlin is based upon 32,078,693  shares of Common
Stock outstanding,  which is the total number of shares of Common Stock reported
by the Company as  outstanding as of May 9, 2008 in its Form 10-Q filed with the
Securities  and  Exchange   Commission  (the  "Commission")  on  May  19,  2008.
Beneficial  ownership has been  determined  in accordance  with the rules of the
Commission.

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     (b) Mr. Kimberlin  indirectly has the sole power to vote or direct the vote
of and dispose or direct the  disposition of all shares of Common Stock that may
be deemed to be beneficially owned by him.

     (c) There have been no  transactions  in  securities  of the Company in the
past 60 days.

     (d) No person other than Mr.  Kimberlin  or the direct  holder of shares of
Common  Stock is known to have the right to  receive  or the power to direct the
receipt of dividends from or the proceeds from the sale of such shares of Common
Stock.

     (e) Not applicable.


ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR  RELATIONSHIPS WITH RESPECT
         TO SECURITIES OF THE ISSUER

Not applicable.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

Not applicable.

                            [SIGNATURE PAGE FOLLOWS]


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                                   SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement  is  true, complete and
correct.

July 16, 2008
                                    KEVIN B. KIMBERLIN

                                    /s/ Kevin B. Kimberlin
                                    ----------------------
                                    Kevin B. Kimberlin