UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]      Quarterly  report under Section 13 or 15(d) of the  Securities Exchange
         Act of 1934 for the quarterly period ended June 28, 2008

[ ]      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 Registrant 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)

                                       N/A
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ]

Indicate by check mark whether the registrant is large accelerated filer, an
accelerated filer, or a non-accelerated filer. See of "accelerated filer and
large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]       Accelerated filer [ ]
Non-accelerated filer   [ ]       Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                                 YES [ ] NO [X]

As of August 8, 2008 the Registrant had 5,418,767 shares of Common Stock, par
value $.01, outstanding.




<PAGE>




                               TOFUTTI BRANDS INC.

                                      INDEX

                                                                           PAGE
                                                                           ----

PART I - FINANCIAL INFORMATION:

Item 1.    Financial Statements

           Condensed Balance Sheets - June 28, 2008
             (Unaudited) and December 29, 2007                              3

           Condensed Statements of Income - (Unaudited)
             Thirteen and Twenty-Six Week Periods
             ended June 28, 2008 and June 30, 2007                          4

           Condensed Statements of Cash Flows - (Unaudited)
             Thirteen and Twenty-Six Week Periods
             ended June 28, 2008 and June 30, 2007                          5

           Notes to Condensed Financial Statements                          6

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

Item 3.    Quantitative and Qualitative Disclosures About Market Risk      17

Item 4T.   Controls and Procedures                                         17

PART II - OTHER INFORMATION:

Item 1.    Legal Proceedings                                               18

Item 1A.   Risk Factors                                                    18

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

Item 3.    Defaults Upon Senior Securities                                 18

Item 4.    Submission of Matters to a Vote of Security Holders             18

Item 5.    Other Information                                               19

Item 6.    Exhibits and Reports on Form 8-K                                19

           Signatures                                                      21

                                        2

<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
        --------------------

                               TOFUTTI BRANDS INC.
                            CONDENSED BALANCE SHEETS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE FIGURES)


                                                          JUNE 28,  DECEMBER 29,
                                                            2008        2007
                                                            ----        ----
                                                        UNAUDITED)
ASSETS
Current assets:
     Cash and cash equivalents                            $ 419      $1,499
     Accounts receivable, net of allowance for doubtful   2,428       1,991
        accounts and sales promotion of $453 and $430,
         respectively
     Inventories                                          2,272       1,552
     Prepaid expenses                                         3          46
     Refundable income taxes                                555         770
     Deferred income taxes                                  298         298
                                                            ---         ---
           Total current assets                           5,975       6,156
                                                          -----       -----

Fixed assets, net of accumulated amortization of             22          24
        $26 and $24
Other assets                                                 16          16
                                                             --          --
                                                         $6,013      $6,196
                                                         ======      ======

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                     $ 742        $633
     Accrued expenses                                       583         566
     Accrued officers' compensation                         200         500
                                                            ---         ---
             Total current liabilities                    1,525       1,699
                                                          -----       -----


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 5,494,267 shares at June 28, 2008
         and 5,653,467 shares at December 29, 2007           55          57
     Additional paid-in capital                              --         225
     Retained earnings                                    4,433       4,215
                                                          -----       -----
            Total stockholders' equity                    4,488       4,497
                                                          -----       -----
            Total liabilities and stockholders' equity   $6,013      $6,196
                                                         ======      ======


            See accompanying notes to condensed financial statements.

                                        3

<PAGE>



                              TOFUTTI BRANDS, INC.
                         CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE FIGURES)

<TABLE>
<CAPTION>
                                               Thirteen         Thirteen        Twenty-six        Twenty-six
                                              weeks ended      weeks ended      weeks ended       weeks ended
                                             June 28, 2008    June 30, 2007    June 28, 2008     June 30, 2007
                                             -------------    -------------    -------------     -------------
<S>                                            <C>               <C>               <C>               <C>
Net sales                                      $ 5,633           $ 4,796           $10,288           $ 9,642
Cost of sales                                    4,160             3,395             7,287             6,545
                                               -------           -------           -------           -------
         Gross profit                            1,473             1,401             3,001             3,097
                                               -------           -------           -------           -------

Operating expenses:
    Selling and warehouse                          459               413               894               853
    Marketing                                      159                95               295               187
    Research and development                       169               126               294               243
    Stock compensation expense-G & A                --                --                 3               288
    General and administrative                     479               392               965               926
                                               -------           -------           -------           -------
                                                 1,266             1,026             2,451             2,497
                                               -------           -------           -------           -------

Income before income taxes                         207               375               550               600

Income taxes                                        80               150               219               247
                                               -------           -------           -------           -------

Net income                                     $   127           $   225           $   331           $   353
                                               =======           =======           =======           =======

Weighted average common shares
  outstanding:
         Basic                                   5,558             5,653             5,588             5,591
                                               =======           =======           =======           =======
         Diluted                                 5,818             5,920             5,843             5,858
                                               =======           =======           =======           =======

Net income per share:
         Basic                                 $  0.02           $  0.04           $  0.06           $  0.06
                                               =======           =======           =======           =======
         Diluted                               $  0.02           $  0.04           $  0.06           $  0.06
                                               =======           =======           =======           =======

</TABLE>

            See accompanying notes to condensed financial statements.

                                       4

<PAGE>

                               TOFUTTI BRANDS INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                        Twenty-six           Twenty-six
                                                                           weeks               weeks
                                                                           ended               ended
                                                                       June 28, 2008       June 30, 2007
                                                                       -------------       -------------

<S>                                                                      <C>                   <C>
  Cash flows (used in) provided by operating activities, net             $ (739)               $341

  Cash flows (used in) provided by financing activities, net               (341)                169
                                                                          -----                 ---
         Net (decrease) increase in cash and cash equivalents            (1,080)                510

  Cash and cash equivalents at beginning of period                        1,499                 289
                                                                          -----                 ---

  Cash and cash equivalents at end of period                             $  419                $799
                                                                         ======                ====

  Supplemental cash flow information:
                Income taxes paid                                        $    4                $400
                                                                         ======                ====
</TABLE>






            See accompanying notes to condensed financial statements.

                                       5

<PAGE>


                               TOFUTTI BRANDS INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                    (IN THOUSANDS, EXCEPT PER SHARE FIGURES)

NOTE 1:  DESCRIPTION OF BUSINESS

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

NOTE 2:  BASIS OF PRESENTATION

         The accompanying financial information is unaudited, but, in the
         opinion of management, reflects all adjustments (which include only
         normally recurring adjustments) necessary to present fairly the
         Company's financial position, operating results and cash flows for the
         periods presented. Certain information and footnote disclosures
         normally included in financial statements prepared in accordance with
         accounting principles generally accepted in the United States of
         America have been condensed or omitted pursuant to the rules and
         regulations of the Securities and Exchange Commission. The condensed
         balance sheet amounts as of December 29, 2007 have been derived from
         the Company's audited financial statements for the year ended December
         29, 2007. The financial information should be read in conjunction with
         the audited financial statements and notes thereto for the year ended
         December 29, 2007 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 and twenty-six week periods ended June
         28, 2008 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.

NOTE 3:  RECENT ACCOUNTING PRONOUNCEMENTS

         In September 2006, the Financial Accounting Standards Board ("FASB")
         issued Statement of Financial Accounting Standards ("SFAS") No. 157,
         Fair Value Measurements. SFAS No. 157 defines fair value, establishes a
         framework for measuring fair value in generally accepted accounting
         principles and expands disclosures about fair value measurements. SFAS
         No. 157 is effective for financial statements issued for fiscal years
         beginning after November 15, 2007, and interim periods within those
         fiscal years. The adoption of SFAS No. 157 did not have a material
         impact on the Company's financial statements.

         In February 2007, the FASB issued SFAS No. 159, The Fair Value Option
         for Financial Assets and Financial Liabilities - Including an amendment
         of FASB Statement No. 115, which became effective for the Company on
         December 30, 2007. This standard permits companies to choose to measure
         many financial instruments and certain other items at fair value and
         report unrealized gains and losses in earnings. Such accounting is
         optional and is generally to be applied instrument by instrument.
         Implementation of SFAS No. 159 did not have a material effect on the
         Company's financial statements.

         In December 2007, the FASB issued SFAS No. 141(revised 2007), Business
         Combinations, which will become effective for business combination
         transactions having an acquisition date on or after January 1, 2009.
         This standard requires the acquiring entity in a business combination
         to recognize the assets acquired, the liabilities assumed, and any
         noncontrolling interest in the acquiree at the acquisition date to be
         measured at their respective fair values. The Statement requires
         acquisition-related costs, as well as restructuring costs the acquirer
         expects to incur for which it is not obligated at acquisition date, to
         be recorded against income rather than included in


                                        6

<PAGE>

                               TOFUTTI BRANDS INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                    (IN THOUSANDS, EXCEPT PER SHARE FIGURES)

         purchase-price determination. It also requires recognition of
         contingent arrangements at their acquisition-date fair values, with
         subsequent changes in fair value generally reflected in income.

         In December 2007, the FASB issued SFAS No. 160, Noncontrolling
         Interests in Consolidated Financial Statements, an amendment of ARB No.
         51, which will become effective for the Company January 1, 2009, with
         retroactive adoption of the Statement's presentation and disclosure
         requirements for existing minority interests. This standard will
         require ownership interests in subsidiaries held by parties other than
         the parent to be presented within the equity section of the
         consolidated balance sheet but separate from the parent's equity. It
         will also require the amount of consolidated net income attributable to
         the parent and the noncontrolling interest to be clearly identified and
         presented on the face of the consolidated income statement. Certain
         changes in a parent's ownership interest are to be accounted for as
         equity transactions and when a subsidiary is deconsolidated, any
         noncontrolling equity investment in the former subsidiary is to be
         initially measured at fair value. The Company does not anticipate the
         implementation of SFAS No. 160 will significantly change the
         presentation of its financial statements.

         In February 2008, the FASB issued FASB Staff Position ("FSP") No.
         157-1, Application of FASB Statement No. 157 to FASB Statement No. 13
         and Its Related Interpretive Accounting Pronouncements That Address
         Leasing Transactions, which became effective for the Company on
         December 30, 2007. This FSP excludes FASB Statement No. 13, Accounting
         for Leases, and its related interpretive accounting pronouncements from
         the provisions of SFAS No. 157. Implementation of this standard did not
         have a material effect on the Company's financial statements.

         In February 2008, the FASB issued FSP No. 157-2, Effective Date of FASB
         Statement No. 157, which delays the Company's January 1, 2008 effective
         date of SFAS No. 157 for all nonfinancial assets and nonfinancial
         liabilities, except those recognized or disclosed at fair value in the
         financial statements on a recurring basis (at least annually), until
         January 1, 2009. Implementation of this standard is not expected to
         have a material effect on the Company's financial statements.

         In March 2008, the FASB issued SFAS No. 161, "Disclosures about
         Derivative Instruments and Hedging Activities -- An Amendment of FASB
         Statement No. 133" ("SFAS No. 161"), which amends and expands the
         disclosure requirements of SFAS No. 133, "Accounting for Derivative
         Instruments and Hedging Activities" to require qualitative disclosure
         about objectives and strategies in using derivatives, quantitative
         disclosures about fair value amounts of gains and losses on derivative
         instruments, and disclosures about the underlying credit-risk-related
         contingent features in derivative agreements. SFAS No. 161 is intended
         to improve financial reporting by requiring transparency about the
         location and amounts of derivative instruments in an entity's financial
         statements; how derivative instruments and related hedged items are
         accounted for under SFAS No. 133; and how derivative instruments and
         related hedged items affect its financial position, financial
         performance and cash flows. SFAS No. 161 is effective for financial
         statements issued for fiscal years beginning after November 15, 2008.
         The Company is currently evaluating the potential impact, if any, the
         adoption of SFAS No. 161 may have on its financial statements.


                                       7

<PAGE>

                               TOFUTTI BRANDS INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                    (IN THOUSANDS, EXCEPT PER SHARE FIGURES)


NOTE 4:  INVENTORIES

         The composition of inventories is as follows:

                                                    June 28,      December 29,
                                                      2008           2007
                                                      ----           ----

                    Finished products               $1,864          $1,048
                    Raw materials and packaging        408             504
                                                       ---             ---
                                                    $2,272          $1,552
                                                    ======          ======

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.

         FASB Interpretation No. 48, or FIN 48, "Accounting for Uncertainty in
         Income Taxes - an interpretation of FASB Statement No. 109," which
         prescribes comprehensive guidelines for recognizing, measuring,
         presenting and disclosing in the financial statements tax positions
         taken or expected to be taken on tax returns was adopted by the Company
         on December 31, 2006. The Company assessed the impact of adopting FIN
         48 on its financial position and its impact was calculated to be
         approximately $150, which was recorded as an adjustment to the
         Company's December 31, 2006 retained earnings, in accordance with the
         transitional rules of FIN 48. At June 28, 2008 and December 29, 2007,
         the amount provided for such uncertainties was approximately $419. The
         amount provided for primarily relates to the impact of the timing of
         deducting certain expenses on the Company's corporate income tax return
         and state nexus issues. The Company has at least three years of tax
         returns potentially subject to audit by the Internal Revenue Service.

NOTE 6:  MARKET RISK

         The Company invests its 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.

                                       8

<PAGE>

                               TOFUTTI BRANDS INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                    (IN THOUSANDS, EXCEPT PER SHARE FIGURES)


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. Not included in the
         calculation were 61,000 and 30,000 non-qualified options to directors
         that were antidilutive because the market price of our common stock as
         of June 28, 2008 and June 30, 2007, respectively, was less than the
         exercise prices of any of these options.

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

<TABLE>
                                                           Thirteen         Thirteen        Twenty-six       Twenty-six
                                                            Weeks             Weeks            Weeks            Weeks
                                                            Ended             Ended            Ended            Ended
                                                        June 28, 2008     June 30, 2007    June 28, 2008    June 30, 2007
                                                        -------------     -------------    -------------    -------------
    <S>                                                     <C>               <C>              <C>              <C>
    Numerator
        Net income-basic.............................        $127              $225             $331             $353
                                                             ====              ====             ====             ====
        Net income-diluted...........................        $127              $225             $331             $353
                                                             ====              ====             ====             ====
    Denominator
        Denominator for basic earnings per share            5,558             5,653            5,588            5,591
           weighted average shares ..................
        Effect of dilutive securities stock options..         260               267              255              267
                                                              ---               ---              ---              ---
        Denominator for diluted earnings per share...       5,818             5,920            5,843            5,858
                                                            -----             -----            -----            -----

        Earnings per share
        Basic........................................       $0.02             $0.04            $0.06            $0.06
                                                            =====             =====            =====            =====
        Diluted......................................       $0.02             $0.04            $0.06            $0.06
                                                            =====             =====            =====            =====
</TABLE>

NOTE 8: STOCK-BASED COMPENSATION

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

         During the twenty-six weeks ended June 30, 2007, the Company purchased
         options to acquire 175 shares of common stock from an officer at a net
         cost of $288. The expense was calculated as the difference between the
         market price of the Company's common stock on the date of the
         transaction (less an agreed 25% discount) minus the option exercise
         price, multiplied by the 175 shares. For financial reporting and income
         tax purposes, the $288 is considered additional compensation expense.

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

         As a result of these transactions, there are 471 options outstanding
         under the Company's stock option plan with a weighted average exercise
         price of approximately $1.30 at December 29, 2007 and June 28, 2008.
         Substantially all of such options are fully vested and have an
         intrinsic value of approximately $685 at June 28, 2008. There were no
         option grants during the twenty-six week periods ended June 28, 2008 or
         June 30, 2007.

                                        9

<PAGE>


                               TOFUTTI BRANDS INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS
        -----------------------------------

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

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

TRANSFER OF PRODUCTION FACILITIES

In August 2005, we moved all our frozen dessert manufacturing to Ellsworth Ice
Cream in Saratoga Springs, New York. Although Ellsworth was able to manufacture
all our frozen dessert products to our technical specifications and customer
demand, we became increasingly concerned about Ellsworth's financial situation.
We continued to look for alternative production sources for our frozen dessert
pints, Tofutti Cuties and stick novelties. During the fourth quarter of 2006, we
moved our frozen dessert pint production to Leiby's Dairy in Tamaqua,
Pennsylvania. In May 2007, Ellsworth unexpectedly and without warning ceased
manufacturing. Although we were able to move our ice cream novelty manufacturing
to Ice Cream Specialties in Lafayette, Indiana within four weeks of the
Ellsworth closing, this required us to postpone the shipment of certain large
orders that would have been shipped in the second quarter until the third
quarter of 2007 and to allocate existing inventory of novelty products among all
our customers, further negatively impacting our sales for the second and third
quarters. During the third and fourth quarters of 2007, we continued to expand
our ice cream novelty production at Ice Cream Specialties. We are also looking
for additional frozen dessert manufacturing facilities so that we will have the
capacity to support our future production needs.

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


                                       10



<PAGE>


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, returns 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 costs charged to customers has not been material
to date.

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

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

Income Taxes. 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. Upon
the adoption of FASB Interpretation No. 48, or FIN 48, "Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109,"
January 1, 2007, we recognized $150,000 as a liability including related
interest or penalties as a direct charge to retained earnings related to our
uncertain tax positions. At June 28, 2008 and December 29, 2007, the amount
provided for such uncertainties was approximately $419,000. The amount provided
for primarily relates to the impact of the timing of deducting certain expenses
on the Company's corporate income tax return and state nexus issues. The Company
has at least three years of tax returns potentially subject to audit by the
Internal Revenue Service.

                                       11

<PAGE>


RESULTS OF OPERATIONS

Thirteen Weeks Ended June 28, 2008 Compared
with Thirteen Weeks Ended June 30, 2007
---------------------------------------

Net sales for the thirteen weeks ended June 28, 2008 were $5.6 million, an
increase of $837,000, or 17%, from the sales level realized for the thirteen
weeks ended June 30, 2007. Sales increased in all product and most customer
categories. Our sales were also positively impacted by price increases that took
effect in the second quarter of 2008.

Our gross profit in the current period increased by $72,000 to $1.5 million,
reflecting the higher level of sales. Our gross profit percentage for the period
ending June 28, 2008 was 26%, compared to 29% for the period ending June 30,
2007. The decrease in our gross profit percentage for the period ended June 28,
2008 was a result of the impact of significant industry-wide price increases for
certain key ingredients and packaging. Freight out expense, a significant part
of our cost of sales, increased by $154,000, or 51%, to $457,000 for the
thirteen weeks ended June 28, 2008 compared with $303,000 for the thirteen weeks
ended June 30, 2007. The increase in freight out expense was a result of the
significant increase in sales for the thirteen weeks ended June 28, 2008
compared to the 2007 period and the steep increase in the price of fuel since
the 2007 period.

Selling and warehouse expenses increased by 11% to $459,000 for the current
fiscal quarter compared with $413,000 for the comparable period in 2007. This
increase is due primarily to increases in payroll costs of $42,000 as a result
of hiring an additional sales person and the provision for year-end bonuses,
sales meeting and trade show expense of $15,000 and commissions of $10,000.
These increases were offset by a decrease in outside warehouse expense of
$27,000.

Marketing expenses increased by $64,000 to $159,000 in the fiscal 2008 period
due principally to an increase in expenses for magazine and newspaper
advertising of $42,000 and television and radio advertising of $18,000.

Research and development costs, which consist principally of salary expenses and
laboratory costs, increased to $169,000 for the thirteen weeks ended June 28,
2008 compared to $126,000 for the comparable period in 2007. This increase was
primarily due to an increase in payroll expense of $17,000, professional fees
and outside services of $10,000 and lab costs and supplies of $10,000.

General and administrative expenses increased to $479,000 for the current
quarter compared with $392,000 for the comparable period in 2007, due primarily
to an increase in professional fees and outside services of $20,000 and payroll
expense of $82,000. The increase in payroll expense was due primarily to
additional provisions towards year-end bonuses, which did not occur in the 2007
period.

The decrease in income tax expense in the second quarter of 2008 to $80,000 from
$150,000 in the second quarter of 2007 reflects a decrease in operating income
in the 2008 period. The effective tax rate was relatively consistent in both
periods, 39% for the current period as compared to 40% for the 2007 period.

Twenty-Six Weeks Ended June 28, 2008 Compared
with Twenty-Six Weeks Ended June 30, 2007
-----------------------------------------

Net sales for the twenty-six weeks ended June 28, 2008 were $10.3 million, an
increase of $646,000 or 7%, from the sales level realized for the twenty-six
weeks ended June 30, 2007. Sales increased in all


                                       12

<PAGE>


product and most customer categories. Our sales were also positively impacted by
price increases that took effect in the second quarter of 2008.

Our gross profit in the current period decreased by $96,000, or 3%, to $3.0
million. Our gross profit percentage decreased to 29% for the period ending June
28, 2008 compared to 32% for the period ending June 30, 2007. The decrease in
our gross profit percentage for the period ended June 28, 2008 was a result of
significant industry-wide price increases for certain key ingredients and
packaging. Freight out expense, part of our cost of sales, increased by $73,000,
or 11%, to $736,000 for the twenty-six weeks ended June 28, 2008 compared with
$663,000 for the twenty-six weeks ended June 30, 2007. The increase in freight
out expense was a result of the significant increase in sales for the twenty-six
weeks ended June 28, 2008 compared to the 2007 period and the steep increase in
the price of fuel since the 2007 period.

Selling and warehouse expenses increased by 5% to $894,000 for the current
twenty-six week period compared with $853,000 for the comparable period in 2007.
This increase was due primarily to increases in payroll expense of $77,000, as
the result of hiring an additional salesperson and the provision for year-end
bonuses, and commission expense of $27,000, which increase was a result of the
higher sales level in the 2008 twenty-six week period as compared to the 2007
period. These increases were offset by a decrease in outside warehouse rental
expense of $45,000 and sales meeting and trade show expenses of $7,000.

Marketing expenses increased by $108,000 to $295,000 in the current twenty-six
week period due principally to increases in expenses for magazine and newspaper
advertising of $88,000 and television and radio advertising of $33,000.

Research and development costs, which consist principally of salary expenses and
laboratory costs, increased to $294,000 for the twenty-six weeks ended June 28,
2008 compared to $243,000 for the comparable period in 2007. This increase was
mainly attributable to an increase in payroll expense of $30,000 as the result
of hiring additional lab personnel and an increase in professional fees and
outside services of $10,000.

We had stock compensation expense of $3,000 during the twenty-six week period
ended June 28, 2008 as compared to stock compensation expense of $288,000 for
the twenty-six weeks ended June 30, 2007. In February, we purchased 175,000
stock options from an officer at a net cost of $288,000. The expense was
calculated as the difference between the market price of our common stock on the
date of the transaction (less an agreed 25% discount), minus the option exercise
price, multiplied by the 175,000 options. For financial reporting and income tax
purposes, the $288,000 is considered additional compensation. The officer used
the cash received to exercise options to acquire 220,000 shares at the stated
terms of the option grant (with a weighted average exercise price of $0.76 per
share), resulting in proceeds to the Company of $169,000.

General and administrative expenses increased to $965,000 for the current
twenty-six week period compared with $926,000 for the comparable period in 2007
due primarily to an increase in payroll costs of $63,000, which was offset by a
reduction in data processing expense of $17,000.


                                       13

<PAGE>

The decrease in income tax expense in the 2008 twenty-six week period to
$219,000 from $247,000 in the 2007 twenty-six week period reflects the slightly
lower operating profit in the 2008 period. The effective tax rate of 40% was
relatively consistent in both periods.

LIQUIDITY AND CAPITAL RESOURCES

As of June 28, 2008, we had approximately $419,000 in cash and equivalents and
our working capital was approximately $4.4 million compared to working capital
of approximately $4.5 million and $4.3 million at December 29, 2007 and June 30,
2007, respectively. Because we are now maintaining larger finished goods
inventories to improve customer service, we renewed the $1,000,000 line of
credit with Wachovia Bank that we had established in April 2006. The agreement
had expired on April 30, 2008, but was renewed for an additional one-year term
with the consent of both parties. Any money borrowed under the line of credit
will be at the prime rate of borrowing and any such loans will be secured by the
assets of our company. Although management believes that we will be able to fund
our operations during the remainder of 2008 from current resources, there is no
guarantee that we will be able to do so, and therefore, we established this
facility to support short-term cash flow constraints, if necessary. 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:

                                      TWENTY-SIX WEEKS        TWENTY-SIX WEEKS
                                    ENDED JUNE 28, 2008      ENDED JUNE 30, 2007
                                    -------------------      -------------------
Net cash (used by) provided by
  operating activities...........    $  (739,000)                $341,000
Net cash (used in) provided by
  financing activities...........       (341,000)                 169,000
                                        ---------                 -------
Net change in cash
  and cash equivalents.........      $(1,080,000)                $510,000
                                     ============                ========


Our operating activities used $739,000 for the twenty-six week period ended June
28, 2008 compared with cash provided by operating activities of $341,000 for the
twenty-six weeks ended June 30, 2007 as the result of our continued investment
in building inventories to support the seasonal aspect of our business and the
change in production facilities. During the twenty-six weeks ending June 28,
2008, we paid bonuses to management of $500,000.

Our $341,000 of cash flows used in financing activities principally reflects the
repurchase of our common stock. During the twenty-six weeks ended June 28, 2008,
we repurchased 120,500 shares of our common stock for $342,000. Our Board of
Directors first instituted a share repurchase program in September 2000, and as
of August 8, 2008, our Board of Directors authorized the repurchase of up to
1,750,000 shares of our common stock at prevailing market prices. As of June 28,
2008, we repurchased 1,462,600 shares at a total cost of $4,512,000, or an
average price of $3.08 per share. As of August 8, 2008, we had repurchased
1,596,800 shares at a total cost of $4,832,000, or an average price of $3.06 per
share.

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.


                                       14

<PAGE>


On February 26, 2007, our Board of Directors authorized us to enter into a
transaction with Steven Kass, our Chief Financial Officer, whereby Mr. Kass
surrendered 175,000 of his stock options that were expiring that month, in
consideration for a purchase price of $2.3325 per share, reflecting a 25%
discount from the $3.11 closing price of the Common Stock on February 26, 2007.
After subtracting the underlying $.6875 per share exercise price of the options,
this resulted in a net buyback price to our company of $1.645 per share, or
$287,875. Concurrently, Mr. Kass exercised 150,000 options that were expiring on
February 27, 2007 at an exercise price of $0.6875 per share ($103,125) and
70,000 options that were expiring on July 30, 2007 at an exercise price of
$0.9375 per share ($65,625) (consistent with the original terms of the grants),
for a combined total purchase cost of $168,750, resulting in a net payment to
Mr. Kass of $119,125.

INFLATION AND SEASONALITY

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

OFF-BALANCE SHEET ARRANGEMENTS

None.

CONTRACTUAL OBLIGATIONS

As of June 28, 2008, we did not have any contractual obligations or commercial
commitments, including obligations relating to discontinued operations.

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 157, Fair Value
Measurements. SFAS No. 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles and expands
disclosures about fair value measurements. SFAS No. 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. The adoption of SFAS No. 157 did
not have a material impact on our financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities - Including an amendment of FASB
Statement No. 115, which became effective for us on December 30, 2007. This
standard permits companies to choose to measure many financial instruments and
certain other items at fair value and report unrealized gains and losses in
earnings. Such accounting is optional and is generally to be applied instrument
by instrument. Implementation of SFAS No. 159 did not have a material effect on
our financial statements.


                                       15

<PAGE>

In December 2007, the FASB issued SFAS No. 141(revised 2007), Business
Combinations, which will become effective for business combination transactions
having an acquisition date on or after January 1, 2009. This standard requires
the acquiring entity in a business combination to recognize the assets acquired,
the liabilities assumed, and any noncontrolling interest in the acquiree at the
acquisition date to be measured at their respective fair values. The Statement
requires acquisition-related costs, as well as restructuring costs the acquirer
expects to incur for which it is not obligated at acquisition date, to be
recorded against income rather than included in purchase-price determination. It
also requires recognition of contingent arrangements at their acquisition-date
fair values, with subsequent changes in fair value generally reflected in
income.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51, which will become
effective for us January 1, 2009, with retroactive adoption of the Statement's
presentation and disclosure requirements for existing minority interests. This
standard will require ownership interests in subsidiaries held by parties other
than the parent to be presented within the equity section of the consolidated
balance sheet but separate from the parent's equity. It will also require the
amount of consolidated net income attributable to the parent and the
noncontrolling interest to be clearly identified and presented on the face of
the consolidated income statement. Certain changes in a parent's ownership
interest are to be accounted for as equity transactions and when a subsidiary is
deconsolidated, any noncontrolling equity investment in the former subsidiary is
to be initially measured at fair value. We do not anticipate the implementation
of SFAS No. 160 will significantly change the presentation of our financial
statements.

In February 2008, the FASB issued FASB Staff Position ("FSP") No. 157-1,
Application of FASB Statement No. 157 to FASB Statement No. 13 and Its Related
Interpretive Accounting Pronouncements That Address Leasing Transactions, which
became effective for us on December 30, 2007. This FSP excludes FASB Statement
No. 13, Accounting for Leases, and its related interpretive accounting
pronouncements from the provisions of SFAS No. 157. Implementation of this
standard did not have a material effect on our financial statements.

In February 2008, the FASB issued FSP No. 157-2, Effective Date of FASB
Statement No. 157, which delays our January 1, 2008 effective date of SFAS No.
157 for all nonfinancial assets and nonfinancial liabilities, except those
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually), until January 1, 2009. Implementation of this
standard is not expected to have a material effect on our financial statements.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities -- An Amendment of FASB Statement No. 133"
("SFAS No. 161"), which amends and expands the disclosure requirements of SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities" to
require qualitative disclosure about objectives and strategies in using
derivatives, quantitative disclosures about fair value amounts of gains and
losses on derivative instruments, and disclosures about the underlying
credit-risk-related contingent features in derivative agreements. SFAS No. 161
is intended to improve financial reporting by requiring transparency about the
location and amounts of derivative instruments in an entity's financial
statements; how derivative instruments and related hedged items are accounted
for under SFAS No. 133; and how derivative instruments and related hedged items
affect its financial position, financial performance and cash flows. SFAS No.
161 is effective for financial statements issued for fiscal years beginning
after November 15, 2008. We are currently


                                       16

<PAGE>


evaluating the potential impact, if any, the adoption of SFAS No. 161 may have
on our financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
        ----------------------------------------------------------

We do not believe that our exposure to market risk related to the effect of
changes in interest rates, foreign currency exchange rates, commodity prices and
other market risks with regard to instruments entered into for trading or for
other purposes is material.


ITEM 4T. CONTROLS AND PROCEDURES
         -----------------------

We maintain disclosure controls and procedures designed to provide reasonable
assurance that information required to be disclosed in reports filed under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms, and
that such information is accumulated and communicated to our management,
including our Chief Executive Officer and our Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure.

In light of the discussion of material weaknesses discussed in our Form 10-KSB
for the fiscal year ended December 29, 2007, wherein our management concluded
that our internal control over financial reporting was ineffective because of
the following material weaknesses in internal controls over financial reporting:

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

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

Our chief executive officer and chief financial officer have concluded that, as
of the end of the period covered by this report the date, our disclosure
controls and procedures were not effective.

PLAN FOR REMEDIATION OF MATERIAL WEAKNESSES

In response to these material weaknesses, our management has increased the
staffing level of the accounting department and has initiated steps to improve
the separation of duties within its accounting staff. Management is now
assessing these efforts and will determine what other steps should be taken in
light of our size and our business activity.

CHANGE IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the three months ended June 28, 2008, there were no changes in our
internal control over financial reporting that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting, including any corrective actions with regard to material weaknesses.


                                       17



<PAGE>


                           PART II - OTHER INFORMATION

                               TOFUTTI BRANDS INC.

ITEM 1. LEGAL PROCEEDINGS
        -----------------

          We are not a party to any material litigation.

ITEM 1A. RISK FACTORS
         ------------

          There have been no material changes to our "Risk Factors" set forth in
          our Annual Report on Form 10-KSB for the year ended December 29, 2007.

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

          During the thirteen week period ended June 30, 2007, we held our
          Annual Meeting of Shareholders.

          At the meeting, held on June 3, 2008, our shareholders voted for:

          1.   The election of the following directors to hold office for a term
               until their successors are duly elected and qualified at our 2009
               Annual Meeting of Shareholders.

                                                                      Percentage
                                        For            Withheld           For
                                     ---------         --------       ----------
               David Mintz           5,070,914          225,522          89.7
               Neal Axelrod          5,220,185           76,251          92.3
               Joseph Fischer        5,215,185           81,251          92.3
               Aron Forem            5,215,185           81,251          92.3
               Philip Gotthelf       5,223,185           73,251          92.4
               Reuben Rapoport       5,076,114          220,322          89.8
               Franklyn Snitow       5,215,185           81,251          92.3


                                       18




<PAGE>



          2.   The ratification of the selection of Amper, Politziner & Mattia,
               LLP as the our independent registered public accounting firm for
               the fiscal year ending January 3, 2009.

                                                                    Percentage
                  For               Against          Abstained         For
               ---------            -------          ---------      ----------
               5,268,568             8,242            19,625           93.2


ITEM 5. OTHER INFORMATION
        -----------------

          None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
        --------------------------------

(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.

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.



                                       19

<PAGE>

(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.



(b)     Reports on Form 8-K



                                       20

<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: August 12, 2008


                                       21