U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]     Quarterly report under Section 13 or 15(d) of the Securities Exchange
        Act of 1934 for the  quarterly  period ended September 30, 2006

[ ]     Transition report under Section 13 or 15(d) of the Exchange Act for the
        transition period from [           ] to [              ]

                         Commission file number: 1-9009

                               Tofutti Brands Inc.
        -----------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

                   Delaware                                13-3094658
         ------------------------                      -------------------
         (State of Incorporation)                       (I.R.S. Employer
                                                       Identification No.)


                  50 Jackson Drive, Cranford, New Jersey 07016
                  --------------------------------------------
                    (Address of Principal Executive Offices)

                                 (908) 272-2400
                                 --------------
                           (Issuer's Telephone Number)

                  ---------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                                 Yes [X] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     As of May 11, 2007 the Issuer had  5,653,467 shares of Common  Stock,
par value $.01, outstanding.

     Transitional Small Business Disclosure Format (check one):

                                 Yes [ ] No [X]



<PAGE>

                               TOFUTTI BRANDS INC.

                                      INDEX


                                                                           Page
                                                                           ----

Part I - Financial Information:

Item 1.  Financial Statements

         Condensed Balance Sheets - March 31, 2007
           (Unaudited) and December 30, 2006                               3

         Condensed Statements of Income -
           (Unaudited) - Thirteen Week Periods ended March 31, 2007
           and April 1, 2006                                               4

         Condensed Statements of Cash Flows -
           (Unaudited) - Thirteen Week Periods ended March 31, 2007
           and April 1, 2006                                               5

         Notes to Condensed Financial Statements                           6

Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of  Operations               10

Item 3A. Controls and Procedures                                           15

Part II - Other Information:

Item 1.   Legal Proceedings                                                18

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds      18

Item 3.   Defaults Upon Senior Securities                                  18

Item 4.   Submission of Matters to a Vote of Shareholders                  18

Item 5.   Other Information                                                18

Item 6.   Exhibits                                                         18

          Signatures                                                       20

                                        2

<PAGE>




                         PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements

                               TOFUTTI BRANDS INC.
                            Condensed Balance Sheets
               (in thousands, except share and per share figures)


<TABLE>
<CAPTION>
                                                               March 31,            December 30,
                                                                 2007                   2006
                                                             -----------            -----------
                                                             (unaudited)
<S>                                                              <C>                  <C>
Assets
Current assets:

     Cash and equivalents                                        $  123               $  289
     Accounts receivable, net of allowance for doubtful
        accounts of $258 and $243, respectively                   2,302                2,084
     Inventories                                                  3,211                2,992
     Prepaid expenses                                                 6                    2
     Deferred income taxes                                          558                  558
                                                                 ------               ------
                Total current assets                              6,200                5,925
                                                                 ------               ------

Fixed assets (net of accumulated amortization of
        $20 and $19)                                                 28                   29
Other assets                                                         16                   16
                                                                 ------               ------
                                                                 $6,244               $5,970
                                                                 ======               ======

Liabilities and Stockholders' Equity
Current liabilities:
     Accounts payable                                            $1,011               $  711
     Accrued expenses                                               137                  277
     Accrued officers' compensation                                 625                  500
     Income taxes payable                                           314                  472
                                                                 ------               ------
                  Total current liabilities                       2,087                1,960
                                                                 ------               ------


Stockholders' equity:
     Preferred stock - par value $.01 per share;
         authorized 100,000 shares, none issued                    --                   --
     Common stock - par value $.01 per share;
         authorized 15,000,000 shares, issued and
         outstanding 5,653,467 shares at March 31, 2007
         and 5,433,467 shares at December 30, 2006                   57                   54
     Additional paid-in capital                                     223                   56
     Retained earnings                                            3,877                3,900
                                                                 ------               ------
                 Total stockholders' equity                       4,157                4,010
                                                                 ------               ------
                 Total liabilities and stockholders' equity      $6,244               $5,970
                                                                 ======               ======

</TABLE>

            See accompanying notes to condensed financial statements.


                                       3

<PAGE>





                              TOFUTTI BRANDS, INC.
                         Condensed Statements of Income
                                   (Unaudited)
                    (in thousands, except per share figures)
<TABLE>
<CAPTION>

                                                                 Thirteen                Thirteen
                                                                  weeks                    weeks
                                                                  ended                    ended
                                                             March 31, 2007            April 1, 2006
                                                             ---------------           -------------
<S>                                                                <C>                   <C>
Net sales                                                          $4,846                $4,588
Cost of sales                                                       3,150                 3,393
                                                                    -----                 -----
         Gross profit                                               1,696                 1,195
                                                                    -----                 -----

Operating expenses:
     Selling                                                          440                   353
     Marketing                                                         92                   168
     Stock compensation expense                                       288                     13
     Research and development                                         117                   109
     General and administrative                                       535                   420
                                                                      ---                   ---
                                                                    1,472                 1,063
                                                                    -----                 -----

Income before income taxes                                            224                   132

Income taxes                                                           96                    61
                                                                   ------                 -----

Net income                                                           $128                $   71
                                                                   ======                ======

Weighted average common shares outstanding:
     Basic                                                          5,543                 5,446
                                                                    =====                 =====
     Diluted                                                        5,813                 6,013
                                                                    =====                 =====

Net income per common share:
     Basic                                                          $0.02                 $0.01
                                                                    =====                 =====
     Diluted                                                        $0.02                 $0.01
                                                                    =====                 =====

</TABLE>


            See accompanying notes to condensed financial statements.

                                       4


<PAGE>




                               TOFUTTI BRANDS INC.
                       Condensed Statements of Cash Flows
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                          Thirteen           Thirteen
                                                            weeks              weeks
                                                            ended              ended
                                                     March 31, 2007       April 1, 2006
                                                     ---------------      -------------
<S>                                                   <C>                     <C>
Cash flows from operating activities, net             $  (335)                $  (564)

Cash flows from financing activities, net                 169                    (386)
                                                      -------                 -------
       Net decrease in cash and cash equivalents         (166)                   (950)

Cash and cash equivalents at beginning of period          289                   1,256
                                                      -------                 -------

Cash and cash equivalents at end of period            $   123                 $   306
                                                      =======                 =======

Supplemental cash flow information:
              Income taxes paid                       $   400                 $   163
                                                      =======                 =======


</TABLE>









            See accompanying notes to condensed financial statements.

                                       5

<PAGE>




                               TOFUTTI BRANDS INC.
                     Notes to Condensed Financial Statements
                    (in thousands, except per share figures)

Note 1:  Description of Business

         Tofutti Brands Inc. ("Tofutti" or the "Company") is engaged in one
         business segment, the development, production and marketing of
         non-dairy frozen desserts and other food products.

Note 2:  Basis of Presentation

         The accompanying financial information is unaudited, but, in the
         opinion of management, reflects all adjustments (which include only
         normally recurring adjustments) necessary to present fairly the
         Company's financial position, operating results and cash flows for the
         periods presented. Certain information and footnote disclosures
         normally included in financial statements prepared in accordance with
         accounting principles generally accepted in the United States of
         America have been condensed or omitted pursuant to the rules and
         regulations of the Securities and Exchange Commission. The condensed
         balance sheet amounts as of December 30, 2006 have been derived from
         our audited financial statements for the year ended December 30, 2006.
         The financial information should be read in conjunction with the
         audited financial statements and notes thereto for the year ended
         December 30, 2006 included in the Company's Annual Report on Form
         10-KSB filed with the Securities and Exchange Commission. The results
         of operations for the thirteen week period ended March 31, 2007 are not
         necessarily indicative of the results to be expected for the full year.

         The Company operates on a fiscal year which ends on the Saturday
         closest to December 31st.

         There were no changes in our accounting policies during the period
         ended March 31, 2007 from those in effect at December 30, 2006, except
         for the adoption of FIN 48 - see Note 4.

Note 3:  Recent Accounting Pronouncements

         In September 2006, the FASB issued SFAS No. 157, "Fair Value
         Measurements," or SFAS 157. Among other requirements, SFAS 157 defines
         fair value and establishes a framework for measuring fair value and
         also expands disclosure about the use of fair value to measure assets
         and liabilities. SFAS 157 is effective beginning the first fiscal year
         that begins after November 15, 2006. Accordingly, the Company adopted
         SFAS 157 on December 31, 2006. The adoption of SFAS 157 did not have
         any effect on the Company's financial position and results of
         operations.

         In February 2007, FASB Statement No. 159, "Fair Value Option for
         Financial Assets and Financial Liabilities," was issued. This
         Statement, effective for financial statements issued for fiscal years
         beginning after November 15, 2007, and interim periods within those
         fiscal years, permits entities to choose to measure many financial
         instruments and

                                        6


<PAGE>

                               TOFUTTI BRANDS INC.
                     Notes to Condensed Financial Statements
                    (in thousands, except per share figures)


         certain other items at fair value. The objective of this Statement is
         to improve financial reporting by providing entities with the
         opportunity to mitigate volatility in reported earnings caused by
         measuring related assets and liabilities differently without having to
         apply complex hedge accounting provisions. The Company does not believe
         that it will have a material impact on the Company's results of
         operations and financial condition.

Note 4:  Inventories

         The composition of inventories is as follows:

                                                       March 31,    December 30,
                                                         2007          2006
                                                      ----------    ------------

                    Finished products                  $2,381        $2,100
                    Raw materials and packaging           830           892
                                                       ------        ------
                                                       $3,211        $2,992
                                                       ======        ======

Note 5:  Income Taxes

         Income taxes are accounted for under the asset and liability method.
         Deferred tax assets and liabilities are recognized for the future tax
         consequences attributable to differences between the financial
         statement carrying amounts of existing assets and liabilities and their
         respective tax bases and operating loss and tax credit carry forwards.
         Deferred tax assets and liabilities are measured using enacted tax
         rates expected to apply to taxable income in the years in which those
         temporary differences are expected to be recovered or settled. The
         effect on deferred tax assets and liabilities of a change in tax rates
         is recognized in income in the period that includes the enactment date.

         In July 2006, the FASB issued FASB Interpretation No. 48, or FIN 48,
         "Accounting for Uncertainty in Income Taxes - an interpretation of FASB
         Statement No. 109," which prescribes comprehensive guidelines for
         recognizing, measuring, presenting and disclosing in the financial
         statements tax positions taken or expected to be taken on tax returns.
         FIN 48 was adopted by the Company on December 31, 2006. The Company
         assessed the impact of adopting FIN 48 on its financial position and
         its impact was calculated to be approximately $150, which was recorded
         as an adjustment to the Company's December 31, 2006 retained earnings,
         in accordance with the transitional rules of FIN 48. The amount
         provided for primarily relates to the impact of the timing of deducting
         certain expenses on the Company's corporate income tax return. The
         Company has at least three years of tax returns potentially subject to
         audit by the Internal Revenue Service.

                                        7


<PAGE>

                               TOFUTTI BRANDS INC.
                     Notes to Condensed Financial Statements
                    (in thousands, except per share figures)


Note 6:  Market Risk

         We invest our excess cash, should there be any, in bank certificates of
         deposit and high rated money market funds. The bank certificate of
         deposits are usually for a term of not more than six months and never
         for more than $100 per account.

Note 7: Earnings Per Share

         Basic earnings per common share has been computed by dividing net
         income by the weighted average number of common shares outstanding.
         Diluted earnings per common share has been computed by dividing net
         income by the weighted average number of common shares outstanding
         including dilutive effects of stock options.

         The following table sets forth the computation of basic and diluted
         earnings per share:

                                              Thirteen Weeks    Thirteen Weeks
                                                   Ended            Ended
                                              March 31, 2007    April 1, 2006
                                              --------------    -------------
 Numerator
   Net income-basic and diluted..............      $128              $71
                                                   ====              ===

 Denominator
   Denominator for basic earnings per share
      weighted average shares ...............      5,543             5,446
   Effect of dilutive securities
      stock options..........................        270              567
                                                     ---              ---
   Denominator for diluted earnings per share      5,813            6,013
                                                   -----            -----

   Earnings per share
     Basic...................................      $0.02            $0.01
                                                   =====            =====
     Diluted.................................      $0.02            $0.01
                                                   =====            =====

Note 8: Stock-Based Compensation

         The Company follows SFAS No. 123R, "Share-Based Payment," which
         requires all companies to measure and recognize compensation expense at
         fair value for all stock-based payments to employees and directors.
         SFAS No. 123R is being applied on the modified prospective basis.

         Under the modified prospective approach, SFAS No. 123R applies to new
         grants of options and awards of stock as well as to grants of options
         that were outstanding on January 1, 2006 and that may subsequently be
         repurchased, cancelled or materially modified. Under the modified
         prospective approach, compensation cost includes compensation cost
         recognized for all share-based payments granted prior to, but not yet


                                        8


<PAGE>


                               TOFUTTI BRANDS INC.
                     Notes to Condensed Financial Statements
                    (in thousands, except per share figures)

         vested on, January 1, 2006, based on fair value as of the prior
         grant-date and estimated in accordance with the provisions of SFAS No.
         123R. The compensation cost of the adoption of SFAS 123R was an
         additional $13 of expense related to the unvested portion of previously
         granted awards that were outstanding as of the date of adoption for the
         thirteen weeks ended April 1, 2006 and was included in the Company's
         condensed statement of income.

         SFAS 123R also requires companies to calculate an initial "pool" of
         excess tax benefits available at the adoption date to absorb any tax
         deficiencies that may be recognized under SFAS 123R. The pool includes
         the net excess tax benefits that would have been recognized if the
         Company had adopted SFAS 123R for recognition purposes on its effective
         date.

         During the thirteen weeks ended March 31, 2007, the Company purchased
         options to acquire 75 shares of common stock from an officer at a net
         cost of $288. The expense was calculated as the difference between the
         market price of the Company's common stock on the date of the
         transaction (less an agreed 25% discount) minus the option exercise
         price, multiplied by the 175 share. For financial reporting and income
         tax purposes, the $288 is considered additional compensation.

         The officer in turn used some of the cash received to exercise other
         options to acquire 220 shares at the stated terms of the option grant
         (with a weighted average exercise price of $0.76 per share), resulting
         in proceeds to the Company of $169.

         As a result of these transactions, there are 456 options outstanding
         under the Company's stock option plan with a weighted average exercise
         price of approximately $1.26. Substantially all of such options are
         fully vested and have an intrinsic value of approximately $842 at March
         31, 2007.


                                       9


<PAGE>


                               TOFUTTI BRANDS INC.

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations
         -----------------------------------

The following is management's discussion and analysis of certain significant
factors which have affected our financial position and operating results during
the periods included in the accompanying financial statements.

The discussion and analysis which follows in this Quarterly Report and in other
reports and documents and in oral statements made on our behalf by our
management and others may contain trend analysis and other forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934 which reflect our current views with respect to future events and financial
results. These include statements regarding our earnings, projected growth and
forecasts, and similar matters which are not historical facts. We remind
stockholders that forward-looking statements are merely predictions and
therefore are inherently subject to uncertainties and other factors which could
cause the actual future events or results to differ materially from those
described in the forward-looking statements. These uncertainties and other
factors include, among other things, business conditions in the food industry
and general economic conditions, both domestic and international; lower than
expected customer orders; competitive factors; changes in product mix or
distribution channels; and resource constraints encountered in developing new
products. The forward-looking statements contained in this Quarterly Report and
made elsewhere by or on our behalf should be considered in light of these
factors.

We have attempted to identify additional significant uncertainties and other
factors affecting forward-looking statements in the "Risk Factors" section in
this quarterly report on Form 10-QSB.

Transfer of Production Facilities

Due to the closure of our main frozen dessert manufacturing facility by its
owner in July 2005, we continued to focus our efforts during 2006 in securing
new production facilities that offered us the same quality, cost and ability to
manufacture the same variety of products that we had at our previous principal
production facility. During the transition, we had to shift facilities more than
once, but have now found satisfactory alternatives. During the fourth quarter of
2006, we moved our frozen dessert production to Leiby's Dairy in Tamaqua,
Pennsylvania.

Critical Accounting Policies

Our financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. The policies discussed below are considered by management to
be critical to an understanding of our financial statements because their
application places the most significant demands on

                                       10



<PAGE>


management's judgment, with financial reporting results relying on estimation
about the effect of matters that are inherently uncertain. Specific risks for
these critical accounting policies are described in the following paragraphs.
For all of these policies, management cautions that future events rarely develop
exactly as forecast, and the best estimates routinely require adjustment.

Revenue Recognition. We recognize revenue when goods are shipped from our
production facilities or outside warehouses and the following four criteria have
been met: (i) the product has been shipped and we have no significant remaining
obligations; (ii) persuasive evidence of an arrangement exists; (iii) the price
to the buyer is fixed or determinable; and (iv) collection is probable.
 We record as deductions against sales all trade discounts and allowances that
occur in the ordinary course of business, when the sale occurs. To the extent we
charge our customers for freight expense, it is included in revenues. The amount
of freight expense charged to customers has not been material to date.

Accounts Receivable. The majority of our accounts receivables are due from
distributors (domestic and international) and retailers. Credit is extended
based on evaluation of a customers' financial condition and, generally,
collateral is not required. Accounts receivable are most often due within 30 to
90 days and are stated at amounts due from customers net of an allowance for
doubtful accounts. Accounts outstanding longer than the contractual payment
terms are considered past due. We determine whether an allowance is necessary by
considering a number of factors, including the length of time trade accounts
receivable are past due, our previous loss history, the customer's current
ability to pay its obligation, and the condition of the general economy and the
industry as a whole. We write-off accounts receivable when they become
uncollectible, and payments subsequently received on such receivables are
credited to the allowance for doubtful accounts. We do not accrue interest on
accounts receivable past due.

Allowance for Inventory Obsolescence. We are required to state our inventories
at the lower of cost or market price. We maintain an allowance for inventory
obsolescence for losses resulting from inventory items becoming unsaleable due
to expiration of product shelf life, loss of specific customers or changes in
customers' requirements. Based on historical and projected sales information, we
believe our allowance is adequate. However, changes in general economic,
business and market conditions could cause our customers' purchasing
requirements to change. These changes could affect our ability to sell our
inventory; therefore, the allowance for inventory obsolescence is reviewed
regularly and changes to the allowance are updated as new information is
received.

Recoverability of Deferred Tax Assets. The carrying value of deferred tax assets
assumes that we will be able to generate sufficient future taxable income to
realize the deferred tax assets based on estimates and assumptions. If these
estimates and assumptions change in the future, we may be required to record a
valuation allowance against deferred tax assets which could result in additional
income tax expense.



                                       11



<PAGE>




Results of Operations

Thirteen  Weeks Ended March 31, 2007 Compared with
Thirteen Weeks Ended April 1, 2006
----------------------------------

Net sales for the thirteen weeks ended March 31, 2007 were $4,846,000, an
increase of $258,000, or 6%, from the sales level realized for the thirteen
weeks ended April 1, 2006 due to a modest increase in all product categories.

Our gross profit in the current period increased to $1,696,000 in the 2007
period from $1,195,000 in the 2006 period. Our gross profit percentage also
increased to 35% for the period ending March 31, 2007 compared to 26% for the
period ending April 1, 2006. The increase in our gross profit and gross profit
percentage for the period ended March 31, 2007 resulted primarily from price
increases instituted in 2006 being fully in place during the first quarter of
this year, a reduction in costs of goods sold due to our ongoing efforts to
reduce operating costs, and due to our manufactures gaining experience in
producing our products we have been able to increase our yields. These were
partially offset by significant industry-wide increases to certain key
ingredients and packaging, increased freight expenses and increased costs of
petroleum based products. Freight out expense, a significant part of our cost of
sales, increased by $58,000, or 19%, to $360,000 for the thirteen weeks ended
March 31, 2007 compared with $302,000 for the thirteen weeks ended April 1,
2006.

Selling expenses increased by $87,000 to $440,000 for the current fiscal quarter
compared with $353,000 for the comparable period in 2006. This increase was
partially due to an increase in outside warehouse expense of $29,000 resulting
from an increase in our finished goods inventory. While we expect our outside
warehouse expense to decline over the remainder of the fiscal year, it will
still be significantly higher than our historical levels expense due to the
higher inventory balances that we expect to maintain, as a result of our present
practice of purchasing a greater amount of raw materials and packaging due to
the change in production facilities. The increase in selling expenses in the
2007 period was also caused by an increase in meetings and convention expense of
$39,000 and salary expense of $25,000.

Marketing expenses decreased by $76,000 to $92,000 in the fiscal 2007 period due
principally to a $21,000 decrease in television advertising expense, a $28,000
decrease in artwork and plates expense and a $10,000 decrease in public
relations expense. The reductions were in part a result of our ongoing efforts
to reduce operating costs and partially due to matter of timing as to which
expenses fell in the quarter.

Research and development costs, which consist principally of salary expenses and
laboratory costs, increased by $8,000 to $117,000 for the thirteen weeks ended
March 31, 2007 from $109,000 for the comparable period in 2006.

Stock compensation expense was $288,000 for the thirteen weeks ended March 31,
2007. In February, we purchased 175,000 stock options from an officer at a net
cost of $288,000. The expense was calculated as the difference between the
market price of our common stock on the date of the transaction (less an agreed
25% discount) minus the option exercise price, multiplied by the 175,000
options. For financial reporting and income tax purposes, the $288,000 is

                                       12



<PAGE>


considered additional compensation. Stock compensation expense was $13,000 for
the thirteen weeks ended April 1, 2006, related to our adoption of SFAS 123R on
December 31, 2006. The $13,000 represents the compensation cost recognized for
all share-based payments granted prior to, but not yet vested on, December 31,
2006. The officer used the cash received to exercise options to acquire 220,000
shares at the stated terms of the option grant (with a weighted average exercise
price of $0.76 per share), resulting in proceeds to the Company of $169,000.

General and administrative expenses increased by $115,000 to $535,000 for the
current quarter compared with $420,000 for the comparable period in 2006 due
primarily to a $113,000 increase in salaries principally due to an addition of
$100,000 to accrued bonuses for the first quarter of 2007, representing the
bonus estimated to be earned to date by management. As of April 1, 2006,
management could not determine if any bonus criteria would be met and therefore
did not provide an estimated accrual in 2006 period.

The increase in income tax expense in the first quarter of 2007 to $96,000, or
43% of income before taxes, from $61,000, or 46% of taxable income, in the first
quarter of 2006 reflects an increase in our taxable income. Our tax rates
historically fall within a range of 42% to 46%.

Liquidity and Capital Resources

As of March 31, 2007, we had approximately $123,000 in cash and equivalents and
our working capital was approximately $4.1 million. Because we are now
purchasing more of the ingredients and packaging used in the production of our
frozen dessert products and maintain larger finished goods inventories to
improve customer service, we established a $1,000,000 line of credit with
Wachovia Bank in April 2006. Any money borrowed under the line of credit will be
at the prime rate of borrowing and any such loans will be secured by the assets
of our company. Although management believes that we will be able to fund our
operations during 2007 from current resources, there is no guarantee that we
will be able to do so, and therefore, we established this facility to support
short-term cash flow constraints, if necessary. This agreement expired on April
30, 2007, but was renewed for an additional one-year term with the consent of
both parties. As of the date of this report, we have not used the line of
credit.

The following table summarizes our cash flows for the periods presented:

                                     Thirteen Weeks          Thirteen Weeks
                                   ended March 31, 2007    ended April 1, 2006
                                   --------------------   --------------------
Net cash flows from operating
  activities...................       $(335,000)              $(564,000)
Net cash from
  financing activities.........         169,000                (386,000)
                                        -------                --------
Net change in cash
  and cash equivalents.........       $(166,000)              $(950,000)


Our net cash flows from operating activities was the result of our continued
investment in building inventories to support the seasonal aspect of our
business, the change in production facilities, and cash used for compensation to
an officer in repurchasing certain stock options. Our net cash flows from
financing activities represents the proceeds from the exercise of stock options.


                                       13

<PAGE>




We believe that we will be able to fund our operations during the next twelve
months with cash generated from operations and from borrowings on our line of
credit. We believe that these sources will be sufficient to meet our operating
and capital requirements during the next twelve months.

Our Board of Directors first instituted a share repurchase program in September
2000 which has to date authorized the repurchase of 1,500,000 shares of our
common stock at prevailing market prices. To date we have repurchased 1,342,100
shares with a total cost of $4,171,000, or an average price of $3.11 per share.
We have made no stock purchases since January 20, 2006.

On February 26, 2007, our Board of Directors authorized us to enter into a
transaction with Steven Kass, our Chief Financial Officer, whereby Mr. Kass
surrendered 175,000 of his stock options that were expiring that month, in
consideration for a purchase price of $2.3325 per share, reflecting a 25%
discount from the $3.11 closing price of the Common Stock on February 26, 2007.
After subtracting the underlying $.6875 per share exercise price of the options,
this resulted in a net buyback price to our company of $1.645 per share, or
$287,875. Concurrently, Mr. Kass exercised 150,000 options that were expiring on
February 27, 2007 at an exercise price of $.6875 per share ($103,125) and 70,000
options that were expiring on July 30, 2007 at an exercise price of $.9375 per
share ($65,625) (consistent with the original terms of the grants), for a
combined total purchase cost of $168,750, resulting in a net payment to Mr. Kass
of $119,125.

Inflation and Seasonality

We do not believe that our operating results have been materially affected by
inflation during the preceding two years. There can be no assurance, however,
that our operating results will not be affected by inflation in the future. Our
business is subject to minimal seasonal variations with slightly increased sales
historically in the second and third quarters of the fiscal year. We expect to
continue to experience slightly higher sales in the second and third quarters,
and slightly lower sales in the fourth and first quarters, as a result of
reduced sales of nondairy frozen desserts during those periods.

Market Risk

We invest our excess cash, should there be any, in highly rated money market
funds which are subject to changes in short-term interest rates.

Off-balance Sheet Arrangements

None.

Contractual Obligations

As of March 31, 2007, we did not have any contractual obligations or commercial
commitments, including obligations relating to discontinued operations.



                                       14



<PAGE>




Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements," or
SFAS 157. Among other requirements, SFAS 157 defines fair value and establishes
a framework for measuring fair value and also expands disclosure about the use
of fair value to measure assets and liabilities. SFAS 157 is effective beginning
the first fiscal year that begins after November 15, 2006. Accordingly, we
adopted SFAS 157 on December 31, 2006. The adoption of SFAS 157 did not have any
effect on our financial position and results of operations.

In February 2007, FASB Statement No. 159, "Fair Value Option for Financial
Assets and Financial Liabilities," was issued. This Statement, effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years, permits entities to choose to
measure many financial instruments and certain other items at fair value. The
objective of this Statement is to improve financial reporting by providing
entities with the opportunity to mitigate volatility in reported earnings caused
by measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. We do not believe that it will have a
material impact on our results of operations and financial condition.

Risk Factors

Investing in our common stock involves a high degree of risk and uncertainty.
You should carefully consider the risks and uncertainties described below in
addition to the risk factors section contained in our Annual Report on Form
10-KSB for the year ended December 30, 2006 before investing in our common
stock. If any of the risks described in our Annual Report actually occurs, our
business, prospects, financial condition and results of operations could be
harmed. In that case, the value of our common stock could decline, and you could
lose all or part of your investment.

Item 3A. Controls and Procedures
         -----------------------

Our management, including our chief executive officer and chief financial
officer, evaluated the effectiveness of our disclosure controls and procedures
(as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered
by this quarterly report on Form 10-QSB. Based upon that evaluation, our chief
executive officer and chief financial officer have concluded that, the several
of the weaknesses relating to the effectiveness of our disclosure controls and
procedures which were previously identified in "Controls and Procedures "
included in Item 8A of our Amended Annual Report on Form 10-KSB for the year
ended December 30, 2006 have been remediated, but that several weaknesses have
not been remediated as yet.

On March 26, 2007, our independent registered accounting firm Amper, Politziner
& Mattia, P.C., or AP&M, preliminarily informed us and our Audit Committee that
they had discovered conditions which they deemed to be material weaknesses in
our internal controls (as defined by standards established by the Public Company
Accounting Oversight Board) principally resulting

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<PAGE>


from the increased volumes of transactions necessitated when we were forced to
change our co-packers, and the change in the processing environment from
obtaining finished inventory from a turnkey supplier to an environment of having
to purchase raw materials, packaging and processing from a variety of vendors.
Several of these factors were resolved in the last quarter due to changes in our
product manufacturing model. Our chief executive officer and principal financial
officer believe that of the material weaknesses identified by AP& M, the
following two weaknesses have not been remediated as of yet:

     o    a lack of sufficient resources and an insufficient level of monitoring
          and oversight,  which may restrict our ability to gather,  analyze and
          report information  relative to the financial statement and income tax
          assertions in a timely manner.

     o    The limited size of the accounting  department  makes it impracticable
          to achieve an optimum separation of duties.

It is our intention to increase the staffing level of the accounting department
as demands on our accounting staff increase and to remediate these issues as
soon as practicable.

In accord with SEC requirements, our chief executive officer and principal
financial officer each have confirmed that, during the most recent fiscal
quarter and since the date of the Controls Evaluation to the date of this Annual
Report, there have been no significant changes in Internal Controls or in other
factors that have materially affected, or are reasonably likely to materially
affect, our Internal Controls, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Our chief executive officer and principal financial officer also concluded that
our Disclosure Controls are currently not sufficiently effective to ensure that
information required to be disclosed in the reports that we file or submit under
the Exchange Act is accumulated and communicated to our management, including
our chief executive officer and principal financial officer, to allow timely
decisions regarding required disclosures. The primary reason for such
deficiencies is the need to engage additional accounting personnel because of
the change in our business model. We intend to take action to hire additional
staff and develop adequate policies and procedures with the enhanced staff to
ensure that adequate Disclosure Controls are in place to allow for effective and
timely management and reporting.

Changes in Internal Controls over Financial Reporting

There were no changes to our internal control over financial reporting that
occurred during the period covered by this quarterly report on Form 10-QSB that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

Compliance with Section 404 of Sarbanes-Oxley Act

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the Act), beginning
with our Annual Report on Form 10-KSB for our 2007 fiscal year, we will be
required to furnish a report by our management on our internal control over
financial reporting. This report will contain, among other matters, an
assessment of the effectiveness of our internal control over financial reporting

                                       16



<PAGE>


as of the end of our fiscal year, including a statement as to whether or not our
internal control over financial reporting is effective. This assessment must
include disclosure of any material weaknesses in our internal control over
financial reporting identified by management. If we identify one or more
material weaknesses in our internal control over financial reporting, we will be
unable to assert our internal control over financial reporting is effective.

Management acknowledges its responsibility for internal controls over financial
reporting and seeks to continually improve those controls. In order to achieve
compliance with Section 404 of the Act within the prescribed period, we will
proceed with our performance of system and process documentation and the
evaluation needed to comply with Section 404, which is both costly and
challenging.





                                       17

<PAGE>


                           PART II - OTHER INFORMATION

                               TOFUTTI BRANDS INC.

Item 1. Legal Proceedings
        ----------------

     We are not a party to any material litigation.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
        -----------------------------------------------------------

     None.

Item 3. Default Upon Senior Securities
        ------------------------------

     None.

Item 4. Submission of Matters to a Vote of Shareholders
        -----------------------------------------------

     None.

Item 5. Other Information
        -----------------

     None.

Item 6. Exhibits
        --------

(a) Exhibits

3.1      Certificate of Incorporation, as amended through February 1986.(1)

3.1.1    March 1986 Amendment to Certificate of Incorporation.(2)

3.1.2    June 1993 Amendment to Certificate of Incorporation.(3)

3.2      By-laws.(1)

4.1      Copy of the Registrant's Amended 1993 Stock Option Plan.(4)

4.2      Tofutti Brands Inc. 2004 Non-Employee Directors' Stock Option Plan.(5)

10.1     Form of Loan Agreement between the Registrant and Wachovia
         Bank, N. A.(6)

10.2     Form of Promissory Note between the Registrant and Wachovia Bank,
         N. A.(6)

10.3     Form of Security Agreement between the Registrant and
         Wachovia Bank, N. A.(6)

31.1     Certification  by Chief Executive  Officer  pursuant to Rule
         13a-14(a) and Rule 15d-14(a) of the Securities  Exchange Act, as
         amended.


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<PAGE>


31.2     Certification  by Chief Financial  Officer  pursuant to Rule 13a-14(a)
         and Rule 15d-14(a) of the Securities  Exchange Act, as amended.

32.1     Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section
         1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
         2002.

32.2     Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section
         1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
         2002.

--------------------

(1)  Filed as an exhibit to the Registrant's Form 10-K for the fiscal year ended
     July 31, 1985 and hereby incorporated by reference thereto.

(2)  Filed as an exhibit to the Registrant's Form 10-K for the fiscal year ended
     August 2, 1986 and hereby incorporated by reference thereto.

(3)  Filed as an exhibit to the  Registrant's  Form  10-KSB for the fiscal  year
     ended January 1, 2005 and hereby incorporated by reference thereto.

(4)  Filed  as an  exhibit  to  the  Registrant's  Form  S-8  (Registration  No.
     333-79567) filed May 28, 1999 and hereby incorporated by reference thereto.

(5)  Filed as Appendix B to the Registrant's Schedule 14A filed May 10, 2004 and
     hereby incorporated by reference thereto.

(6)  Filed as an exhibit to the  Registrant's  Form 8-K  bearing a cover date of
     April 13, 2006 and hereby incorporated by reference thereto.


                                       19

<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                          TOFUTTI BRANDS INC.
                                              (Registrant)



                                          /s/David Mintz
                                          --------------
                                          David Mintz
                                          President



                                          /s/Steven Kass
                                          --------------
                                          Steven Kass
                                          Chief Accounting and Financial Officer

Date: May 15, 2007


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