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

                                  FORM 10-QSB/A
                                Amendment No. 1

[X]      Quarterly report under Section 13 or 15(d) of the  Securities Exchange
         Act of 1934 for the quarterly period ended April 2, 2005

[ ]     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, Including Area Code)


                  ---------------------------------------------
              (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 13, 2005 the Issuer had 5,638,867 shares of Common Stock, par
value $.01, outstanding.

           Transitional Small Business Disclosure Format (check one):

                                 Yes [ ] No [X]


<PAGE>



                                EXPLANATORY NOTE

This Amendment No. 1 on Form 10-QSB/A hereby amends Item 1.- Financial
Statements and Item 2. - Management's Discussion and Analysis of Financial
Condition and Results of Operations of Part I of Tofutti Brand Inc.'s Quarterly
Report on Form 10-QSB for the quarter ended April 2, 2005, which was originally
filed on May 17, 2005. This Amendment reflects the restatement of our financial
statements to reclassify freight out expense from a selling expense to a
component of cost of sales and also provide a new Note 2 of the financial
statements. This Amendment is not intended to revise other information presented
in our quarterly report on Form 10-QSB for the quarter ended April 2, 2005 as
originally filed and all such other information in the original filing, which
remains unchanged. Nor does this Amendment on Form 10-QSB/A reflect events
occurring after the filing of the original Form 10-QSB or modify or update the
disclosure therein in any way other than as required to reflect the amendments
discussed above. As a result, this Amendment to the Quarterly Report on Form
10-QSB continues to speak as of May 17, 2005.


                                       2

<PAGE>


                               TOFUTTI BRANDS INC.

                                      INDEX


                                                                            Page
                                                                            ----

Part I - Financial Information:

Item 1.  Financial Statements

         Condensed Balance Sheets - April 2, 2005
           (Unaudited) and January 1, 2005                                    4

         Condensed Statements of Income -
           (Unaudited) - Thirteen Week Periods ended April 2, 2005
           and March 27, 2004                                                 5

         Condensed Statements of Cash Flows -
           (Unaudited) - Thirteen Week Periods ended April 2, 2005
           and March 27, 2004                                                 6

         Notes to Condensed Financial Statements                              7

Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of  Operations                 11

Item 3.  Controls and Procedures                                             19

Part II - Other Information:

Item 1.  Legal Proceedings                                                   21

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds         21

Item 3.  Defaults Upon Senior Securities                                     21

Item 4.  Submission of Matters to a Vote of Shareholders                     21

Item 5.  Other Information                                                   21

Item 6.  Exhibits                                                            22

         Signatures                                                          23

                                        3

<PAGE>




                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                               TOFUTTI BRANDS INC.
                            Condensed Balance Sheets
                                 (in thousands)

<TABLE>
<CAPTION>
                                                               April 2, 2005     January 1, 2005
                                                               -------------     ---------------
                                                                (Unaudited)
<S>                                                                 <C>              <C>
Assets
Current assets:
     Cash and equivalents                                           $1,978           $2,199
     Accounts receivable (net of allowance
        for doubtful accounts of $237 and $219,
        respectively)                                                1,751            1,614
     Inventories                                                     1,024              792
     Prepaid expenses                                                    6               14
     Deferred income taxes                                             593              593
                                                                     -----              ---
                  Total current assets                               5,352            5,212
Fixed assets(net of accumulated depreciation
        of $11 and $10, respectively                                    37               38
Other assets                                                            16               16
                                                                        --               --
                  Total assets                                      $5,405           $5,266
                                                                    ======           ======

Liabilities and Stockholders' Equity

Current liabilities:
     Accounts payable and accrued expenses                            $873             $691
     Accrued officers' compensation                                    500              500
     Income taxes payable                                              285              403
                                                                       ---              ---
                  Total current liabilities                          1,658            1,594
                                                                     -----            -----

Commitments and contingencies                                           --               --

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 5,636,867 shares at April 2, 2005
         and January 2, 2005                                            56               56
     Additional paid-in capital                                        162              162
     Retained earnings                                               3,529            3,454
                                                                     -----            -----
                  Total stockholders' equity                         3,747            3,672
                                                                     -----            -----
                  Total liabilities and stockholders' equity        $5,405           $5,266
                                                                    ======           ======
</TABLE>

            See accompanying notes to condensed financial statements.

                                       4


<PAGE>





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

                                                 Thirteen            Thirteen
                                                  weeks                weeks
                                                  ended                ended
                                              April 2, 2005       March 27, 2004
                                              --------------      --------------
                                                (restated)          (restated)

Net sales                                         $4,240              $3,992
Cost of sales                                      3,027*              3,066*
                                                  ------              ------
         Gross profit                              1,213*                926*
                                                  ------              ------

Operating expenses:
     Selling                                         245*                246*
     Marketing                                       235                 122
     Research and development                        119                  93
     General and administrative                      484                 366
                                                  ------              ------
                                                   1,083*                827*
                                                  ------              ------

Operating income                                     130                  99

Interest income                                        1                   1
                                                  ------              ------
Income before income taxes                           131                 100

Income taxes                                          55                  46
                                                  ------              ------

Net income                                        $   76              $   54
                                                  ======              ======

Weighted average common shares
   outstanding:
     Basic                                         5,637               5,758
                                                  ======              ======
     Diluted                                       6,223               6,344
                                                  ======              ======

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

--------
*    Restated (see Note 2).

           See accompanying notes to condensed financial statements.

                                       5

<PAGE>




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

                                                    Thirteen        Thirteen
                                                      weeks           weeks
                                                      ended           ended
                                                  April 2, 2005   March 27, 2004
                                                  -------------   --------------

   Cash flows from operating activities, net         $(221)          $(422)

   Cash flows from investing activities                 --              --

   Cash flows from financing activities, net            --            (638)
                                                      ----           -----
          Net change in cash and equivalents          (221)         (1,060)

   Cash and equivalents at beginning of period       2,199           2,557
                                                     -----           -----

   Cash and equivalents at end of period            $1,978          $1,497
                                                    ======          ======

   Supplemental cash flow information:
                 Income taxes paid                    $170             $65
                                                      ====             ===






            See accompanying notes to condensed financial statements.

                                       6

<PAGE>




                               TOFUTTI BRANDS INC.
                     Notes to Condensed Financial Statements
                                 (in thousands)

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:  Restatement of Previously Issued Financial Statements

         The Company has historically included freight out expense as a
         component of selling expenses, but has determined that such expense
         should be classified as a cost of sales in measuring its gross profit.
         During the thirteen weeks ended April 2, 2005, its freight out expense
         was $254 as compared to $228 in the thirteen weeks ended March 27,
         2004. There was no impact on operating income or net income as a result
         of this restatement.

         The impact of the aforementioned restatement with respect to the
         financial statements for the thirteen weeks ended April 2, 2005 and
         March 27, 2004 is summarized below:


<TABLE>
<CAPTION>
                                     Thirteen weeks ended                            Thirteen weeks ended
                                        April 2, 2005                                   March 27, 2004
                        ----------------------------------------------- -----------------------------------------------
                         (Previously                          (As         (Previously                          (As
                          Reported)      (Adjustment)       restated)      Reported)      (Adjustment)       restated)
                        -------------- ----------------- -------------- ---------------- ----------------- ------------
<S>                         <C>              <C>             <C>            <C>                <C>             <C>
Cost of sales               $2,773           $254            $3,027         $2,838             $228            $3,066
                            ======           ====            ======         ======             ====            ======
Gross profit                 1,467           (254)            1,213          1,154             (228)              926
                             =====           ====             =====          =====             ====               ===
Selling expense                499           (254)              245            474             (228)              246
                               ===           ====               ===            ===             ====               ===
Total operating
expenses                     1,337           (254)            1,083          1,055             (228)              827
                             =====           ====             =====          =====             ====               ===
</TABLE>


Note 3:  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 sheets amounts as of January 1, 2005 have been derived from our
         audited financial statements.

                                        7


<PAGE>

                               TOFUTTI BRANDS INC.
                     Notes to Condensed Financial Statements
                                 (in thousands)

         The financial information should be read in conjunction with the
         audited financial statements and notes thereto for the year ended
         January 1, 2005 included in the Company's Annual Report on Form
         10-KSB/A filed with the Securities and Exchange Commission on the date
         of this filing. The results of operations for the thirteen week period
         ended April 2, 2005 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 April 2, 2005 from those in effect at January 1, 2005. Note that
         the Company has restated freight costs from a selling expense to a
         component of cost of sales for all periods.

Note 4:  Inventories

         The composition of inventories is as follows:

                                                     April 2,        January 1,
                                                      2005             2005
                                                      ----             ----

                    Finished products                 $ 664            $550
                    Raw materials and packaging         360             242
                                                        ---            ----
                                                     $1,024            $792
                                                     ======            ====

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.

                                       8

<PAGE>

                               TOFUTTI BRANDS INC.
                     Notes to Condensed Financial Statements
                                 (in thousands)

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
                                                 April 2, 2005    March 27, 2004
                                                 -------------    --------------
  Numerator
    Net income-basic...........................        $76              $54
                                                       ===              ===
    Net income-diluted.........................        $76              $54
                                                       ===              ===

  Denominator
    Denominator for basic earnings per share
       weighted average shares ................      5,637            5,758
    Effect of dilutive securities
       stock options...........................        586              586
                                                       ---              ---
    Denominator for diluted earnings per share.      6,223            6,344
                                                     -----            -----

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

Note 8: Stock-Based Compensation

         The Company follows the intrinsic method of Accounting Principles Board
         Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and
         related interpretations in accounting for its employee stock options
         because, as discussed below, Financial

                                        9


<PAGE>

                               TOFUTTI BRANDS INC.
                     Notes to Condensed Financial Statements
                                 (in thousands)


         Accounting Standards Board Statement No. 123, "Accounting for
         Stock-Based Compensation" (FAS 123) requires use of option valuation
         models that were not developed for use in valuing employee stock
         options. FAS 123 permits a company to elect to follow the intrinsic
         method of APB 25 rather than the alternative fair value accounting
         provided under FAS 123, but requires pro forma net income and earnings
         per share disclosures as well as various other disclosures not required
         under APB 25 for companies following APB 25. The Company has adopted
         the disclosure provisions required under Financial Accounting Standards
         Board Statement No. 148, "Accounting for Stock-Based Compensation -
         Transition and Disclosure" (FAS 148). Under APB 25, because the
         exercise price of the Company's stock options equals the market price
         of the underlying stock on the date of grant, no compensation expense
         was recognized.

         Pro forma information regarding net income and earnings per share
         is required by FAS 123 and FAS 148, and has been determined as if the
         Company had accounted for its employee stock options under the fair
         value method of that Statement. No options were granted during the
         thirteen weeks ended April 2, 2005 and the thirteen weeks ended March
         27, 2004.

         For purposes of pro forma disclosures, the estimated fair value of
         options is amortized to expense over the options' vesting period. The
         Company's pro forma information follows:


                                                  Thirteen weeks ended
                                            April 2, 2005    March 27, 2004
                                            -------------    --------------

Net income, as reported                      $  76                $  54

Stock-based employee compensation
expense under fair value method, net
of related tax effects                          30                   --
                                             -----                -----
Pro forma net income                         $  46                $  54
                                             =====                =====

Earnings per share:
         Basic, as reported                  $0.01                $0.01
                                             =====                =====
         Basic, pro forma                    $0.01                $0.01
                                             =====                =====
         Diluted, as reported                $0.01                $0.01
                                             =====                =====
         Diluted, pro forma                  $0.01                $0.01
                                             =====                =====

                                       10

<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 and growth in the food
industry and general economies, 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.

Status of Transfer of Production Facilities

In October 2004, H.P. Hood, the parent company of Kemps Foods, Inc., announced
it was closing the Kemps' Lancaster, PA facility that had produced our non-dairy
frozen dessert products for the past twenty years. The Lancaster facility will
close in July 2005. We are in the process of relocating the production of our
frozen dessert products to H.P. Hood facilities in Massachusetts and Minnesota.
To date, we have not encountered any material problems in the transfer of
production to the new sites. We have taken steps to build inventory to maintain
our current levels of sales service during the transition period. Although we
may incur some non-recurring transitional expenses, we do not expect them to
have a material impact on our operations.

                                       11

<PAGE>



Critical Accounting Policies

Our financial statements have been prepared in accordance with accounting
principles generally accepted in the United States. 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 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. Revenue is recognized when goods are shipped from
production facilities or outside warehouses to customers. Revenue is recognized
when the following four criteria under Staff Accounting Bulletin No. 104 have
been met: the product has been shipped and we have has no significant remaining
obligations; persuasive evidence of an arrangement exists; the price to the
buyer is fixed or determinable; and collection is probable. Deductions from
sales for promotional programs, manufacturers' charge-backs, co-operative
advertising programs and other programs are recorded as reductions of revenues
and are provided for at the time of initial sale of product. 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.

Freight Out Expense. We record freight out expense as a cost of sales. During
the thirteen weeks ended April 2, 2004, our freight out expense was $254,000 as
compared to $228,000 in the thirteen weeks ended March 27, 2004.

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.

                                       12



<PAGE>


Allowance for Inventory Obsolescence. We maintain an allowance for inventory
obsolescence for losses resulting from inventory items becoming unsaleable due
to 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 inventory saleability; therefore, the allowance for inventory
obsolescence is reviewed regularly and changes to the allowance are updated as
new information is received.

Valuation Allowance for 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.

Results of Operations

Thirteen Weeks Ended April 2, 2005
Compared with Thirteen Weeks Ended March 27, 2004
-------------------------------------------------

Net sales for the thirteen weeks ended April 2, 2005 were $4,240,000, an
increase of $248,000, or 6%, from the sales level realized for the thirteen
weeks ended March 27, 2004. As a result of the increase in sales, our gross
profit in the current period increased by $287,000, or 31%, to $1,213,000.

Our gross profit percentage also increased to 29% for the period ending April 2,
2005 compared to 23% for the period ending March 27, 2004. Most of our sales
increase this quarter was in frozen dessert products, which have a higher gross
margin than our refrigerated and other food products. In the 2004 period, we
disposed of certain discontinued products at prices far below their normal
prices, which negatively impacted our gross profit in 2004. In the first quarter
of 2005, we benefited from the price increases instituted throughout 2004 which
are now in full effect.

Our cost of sales during the quarter continued to be adversely impacted by
significant industry-wide increases to certain key ingredients and packaging,
due mainly to supply shortages as a result of political events in certain
foreign countries and the general economic situation here in the United States,
increased freight expenses and increased cost of petroleum based products. Our
freight out expense increased by $26,000, or 11% to $254,000 in the current
period. To offset these significant cost increases, in 2004 we began, without
compromising quality and taste, replacing higher cost ingredients with
functionally similar items at significant cost savings.

Selling expenses decreased slightly by $1,000 to $245,000 for the current fiscal
quarter compared with $246,000 for the comparable period in 2004.



                                       13

<PAGE>




Marketing expenses increased by $113,000 to $235,000 in the fiscal 2005 period
due principally to increases in expenses for artwork and plates of $27,000
resulting from recently introduced new packaging, product promotions of $43,000,
point of sale materials of $17,000 and magazine advertising of $29,000.

Research and development costs, which consist principally of salary expenses and
laboratory costs, increased to $119,000 for the thirteen weeks ended April 2,
2005 compared to $93,000 for the comparable period in 2004. This increase was
mainly attributable to increased costs for lab supplies.

General and administrative expenses increased to $484,000 for the current
quarter compared with $366,000 for the comparable period in 2004 due primarily
to an increase in payroll costs of $77,000 and professional fees and outside
services of $40,000.

Interest income was $1,000 for the current fiscal quarter as compared with
$1,000 for the comparable period in 2004.

The increase in income tax expense in the first quarter of 2005 to $55,000 from
$46,000 in the first quarter of 2004 reflects our greater operating profit in
2005.

Restatement of Previously Issued Financial Statements

We have historically included freight out expense as a component of selling
expenses, but we determined that such expense should be classified as a cost of
sales in measuring our gross profit. During the thirteen weeks ended April 2,
2005, our freight out expense was $254,000 as compared to $228,000 in the
thirteen weeks ended March 27, 2004. As a result of the restatement, our gross
profit decreased to $1,213,000 in the thirteen weeks ended April 2, 2005 and
decreased to $926,000 in the thirteen weeks ended March 27, 2004. The
restatement did not impact our operating income in either period.

The impact of the aforementioned restatement with respect to the financial
statements for the thirteen weeks ended April 2, 2005 and March 27, 2004 is
summarized below:

                                       14

<PAGE>
<TABLE>
<CAPTION>
                                     Thirteen weeks ended                            Thirteen weeks ended
                                        April 2, 2005                                   March 27, 2004
                        ----------------------------------------------- -----------------------------------------------
                         (Previously                          (As         (Previously                          (As
                          Reported)      (Adjustment)       restated)      Reported)      (Adjustment)       restated)
                        -------------- ----------------- -------------- ---------------- ----------------- ------------
                                                                (in thousands)
<S>                         <C>              <C>             <C>            <C>                <C>             <C>
Cost of sales               $2,773           $254            $3,027         $2,838             $228            $3,066
                            ======           ====            ======         ======             ====            ======
Gross profit                 1,467           (254)            1,213          1,154             (228)              926
                             =====           ====             =====          =====             ====               ===
Selling expense                499           (254)              245            474             (228)              246
                               ===           ====               ===            ===             ====               ===
Total operating
expenses                     1,337           (254)            1,083          1,055             (228)              827
                             =====           ====             =====          =====             ====               ===
</TABLE>


Liquidity and Capital Resources

As of April 2, 2005, we had approximately $2.0 million in cash and equivalents
and our working capital was approximately $3.7 million.

On March 23, 2004, our Board of Directors ratified certain purchases and brought
the aggregate number of shares subject to our repurchase program up to 1,250,000
shares. During the period December 28, 2003 through January 1, 2005, we
purchased an additional 258,000 shares at a cost of $887,000, bringing
cumulative totals to date to 1,118,700 shares at a total cost of $3,419,000 or
$3.05 per share. We have not made any stock repurchases in 2005.

On January 12, 2004, our Board of Directors authorized us to enter into a
transaction with David Mintz whereby Mr. Mintz surrendered 300,000 of his
options, which represented the balance of the options held by him, in
consideration of the payment to him of $324,000, an amount equal to the
difference of 75% of the average closing price of our common stock on the nine
days of trading from December 29, 2003 through January 9, 2004 ($3.00) less the
exercise price of such options. In January 2004, $324,000 was paid to Mr. Mintz.

Our capital requirements are dependent on many factors, including market
acceptance of our products, as well as our marketing and sales activities. We
anticipate that our cash resources will be used primarily to fund our operating
activities. We do not presently have any material capital commitments and
contemplate no material capital expenditures in the foreseeable future.

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.

                                       15



<PAGE>


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 April 2, 2005, we did not have any contractual obligations or commercial
commitments, including obligations of discontinued operations.

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 before
investing in our common stock. If any of the following risks 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.

Reliance on Independent Distributors. The success of our business depends, in
large part, upon the establishment and maintenance of a strong distribution
network. Although we believe that the business associated with any of our
primary distributors can be readily transferred to other distributors if
necessary, no assurance can be given that a change in distributors would not be
disruptive to our business, which could have a material adverse effect on our
business and results of operations.

Continuing Need to Introduce New Products. The successful introduction of
innovative products on a periodic basis has become increasingly important to our
sales growth. Accordingly, the future degree of market acceptance of any of our
new products, which may be accompanied by significant promotional expenditures,
is likely to have an important impact on our future financial results.

Competitive Environment. The frozen dessert and health food markets are highly
competitive. The ability to successfully introduce innovative products on a
periodic basis that are accepted by the marketplace is a significant competitive
factor. In addition, many of our principal competitors are large, diversified
companies with resources significantly greater than ours. We expect strong
competition to continue, including competition for adequate distribution and
competition for the limited shelf space for the frozen dessert category in
supermarkets and other retail food outlets.

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<PAGE>




Dependence on Key Customers. During the years ended January 1, 2005 and December
27, 2003, Trader Joe's, a West Coast based health food supermarket chain,
accounted for 21% and 22% of our net sales, respectively, and Eskimo Pie, our
East Coast frozen dessert distributor, accounted for 11% and 14% of our net
sales, respectively. During the thirteen week period ended April 2, 2005, Trader
Joe's and Eskimo Pie accounted for 20% and 9% of our net sales, respectively.
The loss of a substantial portion of our sales to either of these customers
would have a material adverse affect on our company.

Dependence on Key Suppliers. During the years ended January 1, 2005 and December
27, 2003, we purchased approximately 64% and 66% of our finished goods,
respectively, from Kemps Foods and we purchased 15% and 13% of our finished
goods, respectively, from Franklin Foods. During the thirteen week period ended
April 2, 2005 we purchased approximately 59% and 18% of our finished goods from
Kemps Foods and Franklin Foods, respectively. Although we believe that there
will be no problem in continuing to obtain these finished goods from these
companies or alternative sources in the future, any disruption in supply could
have a material adverse affect on our company.

Product Liability Suits, if Brought, Could Have a Material Adverse Effect on Our
Business. If a product liability claim exceeding our insurance coverage were to
be successfully asserted against us, it could harm our business. We cannot
assure you that such coverage will be sufficient to insure against claims which
may be brought against us, or that we will be able to maintain such insurance or
obtain additional insurance covering existing or new products. As a marketer of
food products, we are subject to the risk of claims for product liability. We
maintain general product liability and umbrella insurance coverages and
generally require that our co-packers maintain product liability insurance with
us as a co-insured. Similarly, most of our customers require us to name them as
additional insureds as well.

Our Operating Results Vary Quarterly and Seasonally. We have often recognized a
slightly greater portion of revenues in the second and third quarter of the year
and in the last month, or even weeks, of a quarter. Our expense levels are
substantially based on our expectations for future revenues and are therefore
relatively fixed in the short-term. If revenue levels fall below expectations,
our quarterly results are likely to be disproportionately adversely affected
because a proportionately smaller amount of our expenses vary with our revenues.
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. Sales to our major
customers fluctuate widely from period to period and there is no way to
accurately predict that their sales pattern from one year will be repeated in
the corresponding period of the next fiscal year. Due to the foregoing factors,
in some future quarter our operating results may be below the expectations of
investors. In such event, it is likely that the price of our common stock would
be materially adversely affected.

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<PAGE>




Reliance on a Limited Number of Key Personnel. Our success is significantly
dependent on the services of David Mintz (age 73), Chief Executive Officer and
Steven Kass (age 53), Chief Financial Officer. The loss of the services of
either of these persons could have a material adverse effect on our business.

Control of the Company. Our Chairman of the Board and Chief Executive Officer,
David Mintz, holds 2,630,440 shares of common stock representing approximately
47% of the outstanding shares, permitting him as a practical matter to elect all
members of the Board of Directors and thereby effectively control the business,
policies and management of our company.

We are Subject to Risks Associated with International Operations. In 2004
approximately 10% of our revenues were from international sales. Although we
continue to expand our international operations, we cannot be certain that we
will be able to maintain or increase international market demand for our
products. To the extent that we cannot do so in a timely manner, our business,
operating results and financial condition will be adversely affected.
International operations are subject to inherent risks, including the following:

          o    the impact of  possible  recessionary  environments  in  multiple
               foreign markets;

          o    longer  receivables  collection periods and greater difficulty in
               accounts receivable collection;

          o    unexpected changes in regulatory requirements;

          o    potentially adverse tax consequences; and

          o    political and economic instability.

We May Be Adversely Affected by Fluctuations in Currency Exchange Rates. Since
our foreign transactions are always in U.S. dollars, we do not currently engage
in any currency hedging transactions intended to reduce the effect of
fluctuations in foreign currency exchange rates on our results of operations.
Therefore, our future export sales could be adversely affected by an increase in
the value of the U.S. dollar, which could increase the local currency price of
our products. Although exposure to currency fluctuations to date has not had a
material adverse effect on our business, there can be no assurance such
fluctuations in the future will not have a material adverse effect on revenues
from international sales and, consequently, our business, operating results and
financial condition.

Compliance with Changing Regulation of Corporate Governance and Public
Disclosure May Result in Additional Expenses. Changing laws, regulations and
standards relating to corporate governance and public disclosure, including the
Sarbanes-Oxley Act of 2002, new Securities and Exchange Commission regulations
and AMEX Stock Market rules, are creating uncertainty for companies such as
ours. We are committed to maintaining high standards of corporate



                                       18

<PAGE>


governance and public disclosure. As a result, we intend to invest such
resources as necessary to comply with evolving standards, and this investment
may result in increased general and administrative expenses and a diversion of
management time and attention from revenue-generating activities to compliance
activities, which could harm our operating results and business prospects.

The Implementation of SFAS No. 123R, which will Require Us to Record
Compensation Expense in Connection with Equity Share Based Compensation as of
the First Quarter of 2006, may Reduce Our Profitability. On December 16, 2004,
the Financial Accounting Standards Board (FASB) issued Statement No. 123
(revised 2004), Share-Based Payment ("SFAS No. 123R"), which is a revision of
SFAS No. 123. Generally, the approach in SFAS 123(R) is similar to the approach
described in Statement 123. However, SFAS No. 123 permitted, but not required,
share-based payments to employees to be recognized based on their fair values
while SFAS No. 123(R) requires, as of the first quarter of 2006, all share-based
payments to employees to be recognized based on their fair values. SFAS No. 123R
also revises, clarifies and expands guidance in several areas, including
measuring fair value, classifying an award as equity or as a liability and
attributing compensation cost to reporting periods. The adoption of SFAS No.
123R may have a significant effect on our results of operations in the future,
depending on whether stock options are issued in 2006 that meet the relevant
criteria. In addition, such adoption could also limit our ability to use stock
options as an incentive and retention tool, which could, in turn, hurt our
ability to recruit employees and retain existing employees.

Our Stock Price is Subject to Volatility. The market price of our common stock
has been subject to fluctuations in the past and may be subject to wide
fluctuations in the future in response to announcements concerning us or our
competitors, quarterly variations in operating results, the introduction of new
products or changes in product pricing policies by us or our competitors,
general market conditions in the industry, developments in the financial markets
and other factors.

We Do Not Intend to Pay Cash Dividends. Our policy is to retain earnings, if
any, for use in our business and, for this reason, we do not intend to pay cash
dividends on our shares of common stock in the foreseeable future.

Item 3.  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, as of such
date, our disclosure controls and procedures were effective to ensure that
information required to be disclosed by our company in reports that we file
under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time

                                       19

<PAGE>


periods specified in the Securities and Exchange Commission's rules and forms
and that such information was made known to them by others within the company,
as appropriate to allow timely decisions regarding required disclosure.

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.

All internal control systems no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective may not
prevent or detect misstatements and can provide only reasonable assurance with
respect to financial statement preparation and presentation. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.

                                       20

<PAGE>




                           PART II - OTHER INFORMATION

                               TOFUTTI BRANDS INC.

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

Our company was served with a complaint by a candy manufacturer in June 2003.
The plaintiff alleged that we breached our obligations in connection with the
sale of certain candy bars manufactured by the candy manufacturer that were to
be distributed by us within the United States. The candy manufacturer was
seeking damages in the amount of $308,798, plus interest. We counterclaimed,
asserting among other things, that the candy manufacturer breached its
obligations to us and caused us damages. The trial for this matter began on
April 4, 2005 and during the trial both parties agreed to a settlement that did
not have an immediate expense exposure for our company. The settlement called
for our company to physically take possession of certain disputed inventory as
of April 1, 2005. Although we will continue to sell the candy covered by our
original agreement, there is no assurance that we will be able to sell all of
the candy in our possession. In the event the candy becomes unsellable, we will
have to write off the value of any candy left in inventory. Management does not
believe that any such write-off will have a material adverse effect on our
company.

We were notified at the end of 2004 that a former employee intended to bring an
action against our company alleging discrimination and unlawful termination.
During the first quarter of 2005 the parties resolved this matter through
mediation. The expense associated with this settlement was provided for in our
income statement for fiscal 2004.

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.

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<PAGE>


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)

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

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.

                                       22


<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 amended 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: March 21, 2006


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