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 April 1, 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 12, 2006 the Issuer had  5,413,467 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 - April 1, 2006
              (Unaudited) and December 31, 2005                               3

            Condensed Statements of Income -
              (Unaudited) - Thirteen Week Periods ended April 1, 2006
              and April 2, 2005                                               4

            Condensed Statements of Cash Flows -
              (Unaudited) - Thirteen Week Periods ended April 1, 2006
              and April 2, 2005                                               5

            Notes to Condensed Financial Statements                           6

Item 2.     Management's Discussion and Analysis of
                 Financial Condition and Results of  Operations               9

Item 3.     Controls and Procedures                                          15

Part II - Other Information:

Item 1.     Legal Proceedings                                                17

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds      17

Item 3.     Defaults Upon Senior Securities                                  17

Item 4.     Submission of Matters to a Vote of Shareholders                  17

Item 5.     Other Information                                                17

Item 6.     Exhibits                                                         17

            Signatures                                                       19


                                        2

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements
            --------------------

                               TOFUTTI BRANDS INC.
                            Condensed Balance Sheets
                                 (in thousands)
<TABLE>
<CAPTION>
                                                           April 1, 2006     December 31, 2005
                                                           -------------     -----------------
                                                            (Unaudited)
<S>                                                            <C>                 <C>
Assets
Current assets:
     Cash and equivalents                                      $  306              $1,256
     Accounts receivable (net of allowance
       for doubtful accounts of $308 and
       $291, respectively)                                      1,999               2,643
     Inventories                                                2,224               2,045
     Prepaid expenses                                              43                  51
     Deferred income taxes                                        577                 577
                                                                 ----                 ---
             Total current assets                               5,149               6,572
Fixed assets (net of accumulated depreciation
       of $16 and $14, respectively)                               32                  34
Other assets                                                       16                  16
                                                                   --                  --
             Total assets                                      $5,197              $6,622
                                                               ======              ======

Liabilities and Stockholders' Equity

Current liabilities:
     Accounts payable                                            $783              $1,442
     Accrued expenses                                             125                 479
     Accrued officers' compensation                               500                 500
     Income taxes payable                                         369                 478
                                                                  ---                 ---
             Total current liabilities                          1,777               2,899
                                                                -----               -----

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 5,413,467 shares at April 1, 2006
        and 5,542,267 shares at December 31, 2005                  54                  55
     Additional paid-in capital                                    --                  --
     Retained earnings                                          3,366               3,668
                                                                -----               -----
             Total stockholders' equity                         3,420               3,723
                                                                -----               -----
             Total liabilities and stockholders' equity        $5,197              $6,622
                                                               ======              ======
</TABLE>

            See accompanying notes to condensed financial statements.

                                       3

<PAGE>





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

                                              Thirteen              Thirteen
                                               weeks                  weeks
                                               ended                  ended
                                           April 1, 2006          April 2, 2005
                                           -------------          -------------

Net sales                                       $4,588              $4,240
Cost of sales                                    3,393               3,027
                                                 -----                ----
         Gross profit                            1,195               1,213
                                                 -----               -----

Operating expenses:
     Selling                                       353                 245
     Marketing                                     168                 235
     Research and development                      109                 119
     General and administrative                    433                 484
                                                   ---                 ---
                                                 1,063               1,083
                                                 -----               -----

Operating income                                   132                 130

Interest income                                     --                   1
                                                   ---                 ---
Income before income taxes                         132                 131

Income taxes                                        61                  55
                                                 -----                 ---

Net income                                      $   71              $   76
                                                ======              ======

Weighted average common
  shares outstanding:
     Basic                                       5,446               5,637
                                                 =====               =====
     Diluted                                     6,013               6,223
                                                 =====               =====

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



            See accompanying notes to condensed financial statements.

                                       4

<PAGE>




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


                                                     Thirteen         Thirteen
                                                       weeks            weeks
                                                       ended            ended
                                                  April 1, 2006    April 2, 2005
                                                  -------------    -------------

Cash flows from operating activities, net            $(564)           $(221)

Cash flows from investing activities                    --               --

Cash flows from financing activities, net             (386)              --
                                                      -----           -----
       Net decrease in cash and cash equivalents      (950)            (221)

Cash and cash equivalents at beginning of period     1,256            2,199
                                                     -----            -----

Cash and cash equivalents at end of period            $306           $1,978
                                                      ====           ======

Supplemental cash flow information:
              Income taxes paid                       $163             $170
                                                      ====             ====











            See accompanying notes to condensed financial statements.

                                       5

<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:  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 31, 2005 have been derived from
         our audited financial statements for the year ended December 31, 2005.
         The financial information should be read in conjunction with the
         audited financial statements and notes thereto for the year ended
         December 31, 2005 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 April 1, 2006 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 1, 2006 from those in effect at December 31, 2005, except
         for the adoption of SFAS No. 123R - see Note 7.

Note 3:  Inventories

         The composition of inventories is as follows:

                                                      April 1,    December 31,
                                                        2006          2005
                                                        ----          ----

                    Finished products                  $1,326        $1,258
                    Raw materials and packaging           898           787
                                                       ------        ------
                                                       $2,224        $2,045
                                                       ======        ======


                                        6

<PAGE>


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

Note 4:  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.

Note 5:  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 6: 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 1, 2006    April 2, 2005
                                                 -------------    -------------
  Numerator
    Net income-basic and diluted..............         $71              $76
                                                       ===              ===

  Denominator
    Denominator for basic earnings per share
       weighted average shares ...............       5,446            5,637
    Effect of dilutive securities
       stock options..........................         567              586
                                                       ---              ---
    Denominator for diluted earnings per share       6,013            6,223
                                                     -----            -----

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


                                       7


<PAGE>

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

Note 7: Stock-Based Compensation

         On January 1, 2006, the Company adopted 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. Prior to the adoption of SFAS No. 123R, the Company
         accounted for its stock-based compensation plans for employees and
         directors under the recognition and measurement principles of
         Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock
         Issued to Employees" and related interpretations, and accordingly, the
         Company recognized no compensation expense related to the stock-based
         plans for grants to employees or directors. Grants to members of the
         Board of Directors under the plans were recorded under SFAS No. 123.

         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 recognized for the first
         quarter of fiscal 2006 includes compensation cost for all share-based
         payments granted prior to, but not yet 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 $13,466 of expense
         related to the unvested portion of previously granted awards that were
         outstanding as of the date of adoption. The pro forma amount recorded
         under SFAS 123, "Accounting for Stock-Based Compensation" for the
         thirteen weeks ended April 2, 2005 is deminimus, therefore the pro
         forma impact of stock-based compensation for the period ended April 2,
         2005 is not presented.

         There were no stock options granted, exercised or terminated in the
         thirteen weeks ended April 1, 2006. 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.


                                        8

<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.

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, Pennsylvania facility that had produced our
non-dairy frozen dessert products for the past twenty years. The Lancaster
facility ceased operations on July 21, 2005. As part of our arrangement with
Kemps and H. P. Hood, we initially agreed to move our production to the H. P.
Hood facility in Suffield, Connecticut. After some preliminary trial production,
we determined that the Suffield facility did not satisfy all of our
manufacturing requirements. Based on this conclusion, we relocated the
production of most of our frozen dessert products to the Ellsworth Ice Cream
Company facilities in New York and Vermont. We have also begun production of
some of our frozen dessert products at Kemps Foods' facility in Minnesota as
well. To date, we have not encountered any material problems in the transfer of
production to these new sites, which transfer was completed in February 2006. We
took steps to build inventory at our former facility prior to its close to
maintain our levels of sales service during this transition period, and
accordingly, our inventory levels were significantly higher than normal at
December 31, 2005 and April 1, 2006. While we expect that our inventory levels
will

                                       9


<PAGE>


decline during the remainder of the fiscal year and with the onset of the summer
season, we expect that they will still be higher than our historical levels.

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. 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 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

                                       10



<PAGE>


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.

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 1, 2006
Compared with Thirteen Weeks Ended April 2, 2005
------------------------------------------------

Net sales for the thirteen weeks ended April 1, 2006 were $4,588,000, an
increase of $348,000, or 8%, from the sales level realized for the thirteen
weeks ended April 2, 2005. Despite the increase in sales, our gross profit in
the current period decreased slightly to $1,195, 000 in the 2006 period from
$1,213,000 in the 2005 period. Our gross profit percentage also decreased to 26%
for the period ending April 1, 2006 compared to 29% for the period ending April
2, 2005.

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.
Freight out expense, a significant part of our cost of sales, increased by
$48,000, or 19%, to $302,000 for the thirteen weeks ended April 1, 2006 compared
with $254,000 for the thirteen weeks ended April 2, 2005.

Selling expenses increased by $108,000 to $353,000 for the current fiscal
quarter compared with $245,000 for the comparable period in 2005. This increase
is due to an increase in outside warehouse expense of $93,000 resulting from the
large 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.

Marketing expenses decreased by $67,000 to $168,000 in the fiscal 2006 period
due principally to a $35,000 decrease in magazine advertising expense, a $17,000
decrease in point of sale materials expense and a $45,000 decrease in product
promotions expense, which were partially offset by increases in television and
radio advertising of $21,000 and public relations expense of $10,000.

Research and development costs, which consist principally of salary expenses and
laboratory costs, decreased to $109,000 for the thirteen weeks ended April 1,
2006 compared to $119,000 for the comparable period in 2005. This increase was
mainly attributable to decreased payroll costs.



                                       11

<PAGE>




General and administrative expenses decreased to $433,000 for the current
quarter compared with $484,000 for the comparable period in 2005 due primarily
to a $70,000 decrease in professional fees and outside services.

There was no interest income in the current fiscal quarter as compared with
$1,000 for the comparable period in 2005.

The increase in income tax expense in the first quarter of 2006 to $61,000 from
$55,000 in the first quarter of 2005 reflects an increase in our effective tax
rate due to increases in state franchise taxes.

Liquidity and Capital Resources

As of April 1, 2006, we had approximately $306,000 in cash and equivalents and
our working capital was approximately $3.4 million.

Because we are now purchasing more of the ingredients and packaging used in the
production of our frozen dessert products and maintaining larger finished goods
inventories to improve customer service, we have established a $1,000,000 line
of credit with Wachovia Bank, N. A. 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. The loan agreement contains certain covenants and
restrictions. The loan documents were signed as of April 13, 2006 and the credit
line expires one year from such date. 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 April 1, 2006     ended April 2, 2005
                                  -------------------     -------------------
Net cash flows from operating
activities.....................       $(564,000)             $(221,000)
Cash flows from
  investing activities.........              --                     --
Net cash from
  financing activities.........        (386,000)                    --
Net change in cash
  and cash equivalents.........       $(950,000)             $(221,000)


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.

Stock Repurchase Program

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.

                                       12



<PAGE>


From September 2000 through January 1, 2005, we purchased a total of 1,118,700
shares at a total cost of $3,419,000 or $3.05 per share.

From January 2, 2005 through December 31, 2005, we purchased an additional
94,600 shares at a cost of $301,000, bringing the cumulative total through
December 31, 2005 to 1,213,300 shares for a total cost of $3,785,000 or $3.12
per share. During the period January 1, 2006 through January 20, 2006, we
purchased an additional 128,800 shares at a cost of $386,000 bring cumulative
totals to 1,342,100 shares for a total cost of $4,171,000 or $3.11 per share.
There have been no additional stock purchases since January 20, 2006.

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 April 1, 2006, we did not have any contractual obligations or commercial
commitments, including obligations relating to discontinued operations.

Recent Accounting Pronouncements

In May 2005, the Financial Accounting Standards Board ("FASB") issued SFAS No.
154, "Accounting Changes and Error Corrections - replacement of APB Opinion No.
20 and FASB Statement No. 3."  SFAS No. 154 changes the accounting for and
reporting of a change in accounting principle by requiring retrospective
application to prior periods' financial statements of changes in accounting
principle unless impracticable.  SFAS No. 154 is effective for accounting
changes made in fiscal years beginning after December 15, 2005.

On November 24, 2004, the FASB issued SFAS No. 151, "Inventory Costs," which is
an amendment to Accounting Research Bulletin (ARB) No. 43, Chapter 4.  It
clarifies the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and wasted

                                       13

<PAGE>


material (spoilage).  Under this Statement, such costs should be expensed as
incurred and not included in overhead.  Further, SFAS No. 151 requires that
allocation of fixed production overheads to conversion costs should be based
on normal capacity of the production facilities. the required adoption of SFAS
No. 151 had no effect on our financial condition or results of 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 in
addition to the risk factors contained in our Annual Report on Form 10-KSB for
the year ended December 31, 2005 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.

Dependence on Key Customers. During the year ended December 31, 2005 and the
thirteen week period ended April 1, 2006, Trader Joe's, a West Coast based
health food supermarket chain, accounted for 20% and 24%, respectively, of our
net sales. In addition, a significant portion of our sales are to several key
distributors, which are large distribution companies with numerous divisions and
subsidiaries who act independently. Such distributors as a group accounted for
38% of our net sales for the year ended December 31, 2005 and 33% of our net
sales for the thirteen week period ended April 1, 2006. The loss of a
substantial portion of our sales to Trader Joe's or these key distributors would
have a material adverse affect on our company.

Dependence on Key Suppliers. During the year ended December 31, 2005 and the
thirteen weeks ended April 1, 2006, we purchased approximately 47% and 5%,
respectively, of our finished goods from Kemps Foods, our frozen dessert
co-packer, and we purchased 14% and 17%, respectively, of our finished goods,
from Franklin Foods, our Better Than Cream Cheese and Sour Supreme co-packer.
During year ended December 31, 2005 and the thirteen weeks ended April 1, 2006,
we purchased approximately 5% and 17%, respectively, of our finished goods from
Ellsworth Ice Cream Company. We expect the percentage of finished goods
purchased from Ellsworth to increase and from Kemps to decrease during 2006,
because we have moved a large part of our production requirements to Ellsworth
from Kemps. As a result of these changes, we increased our responsibilities for
purchasing certain raw materials during 2005 on the behalf of our suppliers, and
we also increased our stocking of certain finished goods. We expect these
inventories to return to more normal levels during 2006. Although we believe
that there will be no problem in continuing to obtain these finished goods from
these companies or

                                       14



<PAGE>


alternative sources in the future, any disruption in supply could have a
material adverse affect on our company.

Reliance on a Limited Number of Key Personnel. Our success is significantly
dependent on the services of David Mintz (age 74), Chief Executive Officer and
Steven Kass (age 54), 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 our common stock representing
approximately 49% 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.

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 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.

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
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


                                       15

<PAGE>

material weaknesses in our internal control over financial reporting, we will be
unable to assert our internal control over financial reporting is effective.
This report will also contain a statement that our independent registered public
accountants have issued an attestation report on management's assessment of such
internal controls and a conclusion on the operating effectiveness of those
controls.








                                       16

<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.


                                       17

<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.


                                       18

<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 16, 2006


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