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

                                    FORM 10-Q

[X]      Quarterly  report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the quarterly  period ended June 27, 2009

[ ]      Transition report pursuant to 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
              (Registrant's Telephone Number, including area code)

                                       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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).

                                 YES [ ] 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 10, 2009 the Registrant had 5,176,678 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 27, 2009
            (Unaudited) and December 27, 2008                               3

          Condensed Statements of Income - (Unaudited)
            Thirteen and Twenty-Six Week Periods
            ended June 27, 2009 and June 28, 2008                           4

          Condensed Statements of Cash Flows -
            (Unaudited) - Thirteen and Twenty-Six Week Periods
            ended June 27, 2009 and June 28, 2008                           5

          Notes to Condensed Financial Statements                           6

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

Item 3.   Quantitative and Qualitative Disclosures About Market Risk      16

Item 4T.  Controls and Procedures                                         16

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                                                        19

           Signatures                                                      20



                                        2

<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                              JUNE 27,             DECEMBER 27,
                                                                2009                   2008
                                                            -----------            ------------
                                                            (UNAUDITED)
<S>                                                           <C>
ASSETS
Current assets:
     Cash and cash equivalents                                $  704                 $  238
     Accounts receivable, net of allowance for doubtful
        accounts and sales promotion of $558 and $528,
       respectively                                            2,029                  1,574
     Inventories                                               2,135                  2,334
     Prepaid expenses                                              2                     19
     Refundable income taxes                                     389                    555
     Deferred income taxes                                       324                    324
                                                                 ---                    ---
                Total current assets                           5,583                  5,044
                                                               -----                  -----

Fixed assets, net of accumulated amortization of
        $31 and $29                                               17                     19
Other assets                                                      16                     16
                                                                  --                     --
                                                              $5,616                 $5,079
                                                              ======                 ======

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                         $  879                   $398
     Accrued expenses                                            629                    565
     Accrued officers' compensation                              250                    500
                                                                 ---                    ---
                  Total current liabilities                    1,758                  1,463
                                                               -----                  -----


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 5,176,678 shares at June 27, 2009
         and 5,189,343 shares at December 27, 2008                52                     52
     Retained earnings                                         3,806                  3,564
                                                               -----                  -----
                 Total stockholders' equity                    3,858                  3,616
                                                               -----                  -----
                 Total liabilities and stockholders' equity   $5,616                 $5,079
                                                              ======                 ======
</TABLE>


            See accompanying notes to condensed financial statements.

                                       3

<PAGE>


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

<TABLE>
<CAPTION>
                                        Thirteen            Thirteen           Twenty-six           Twenty-six
                                       weeks ended         weeks ended         weeks ended          weeks ended
                                      June 27, 2009       June 28, 2008       June 27, 2009        June 28, 2008
                                      -------------       -------------       -------------        -------------
<S>                                       <C>                <C>                  <C>                 <C>
Net sales                                 $5,229             $5,633               $9,407              $10,288
Cost of sales                              3,793              4,160                6,601                7,287
                                           -----              -----                -----                -----
         Gross profit                      1,436              1,473                2,806                3,001
                                           -----              -----                -----                -----

Operating expenses:
    Selling and warehouse                    452                459                  866                  894
    Marketing                                106                159                  191                  295
    Research and development                 162                169                  292                  294
    General and administrative               552                479                1,040                  968
                                             ---                ---                -----                  ---
                                           1,272              1,266                2,389                2,451
                                           -----              -----                -----                -----

Income before income taxes                   164                207                  417                  550

Income  tax expense                           66                 80                  167                  219
                                              --                 --                  ---                  ---

Net  income                                  $98               $127                 $250                 $331
                                             ===               ====                 ====                 ====

Weighted average common shares
  outstanding:
         Basic                             5,176              5,558                5,178                5,588
                                           =====              =====                =====                =====
         Diluted                           5,176              5,818                5,178                5,843
                                           =====              =====                =====                =====

Net income per common share:
         Basic                             $0.02              $0.02                $0.05                $0.06
                                           =====              =====                =====                =====
         Diluted                           $0.02              $0.02                $0.05                $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 27, 2009         June 28, 2008
                                                              -------------         -------------

<S>                                                               <C>                   <C>
Cash flows provided by (used in) operating activities, net        $480                  $ (739)

Cash flows used in financing activities, net                       (14)                   (341)

       Net decrease in cash and cash equivalents                   466                  (1,080)

Cash and cash equivalents at beginning of period                   238                   1,499
                                                                   ---                   -----

Cash and cash equivalents at end of period                        $704                    $419
                                                                  ====                    ====

Supplemental cash flow information:
              Income taxes paid                                   $ --                    $  4
                                                                  ====                    ====

</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 27, 2008 have been derived from
         our audited financial statements for the year ended December 27, 2008.
         The financial information should be read in conjunction with the
         audited financial statements and notes thereto for the year ended
         December 27, 2008 included in the Company's Annual Report on Form 10-K
         filed with the Securities and Exchange Commission. The results of
         operations for the thirteen and twenty-six week periods ended June 27,
         2009 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 December 2007, the FASB issued SFAS No. 160, Noncontrolling
         Interests in Consolidated Financial Statements, an amendment of ARB No.
         51, which became effective for the Company on 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 implementation of SFAS No. 160
         did not have an impact 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 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. The
         implementation of this standard on January 1, 2009 did not have a
         material effect on the Company's financial statements.


                                        6

<PAGE>

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


         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.
         Implementation of this standard did not have a material effect on the
         Company's financial statements.

         In May 2009, SFAS No. 165, Subsequent Events, was issued by the FASB,
         which establishes general standards of accounting for and disclosure of
         events that occur after the balance sheet date but before the financial
         statements are issued or are available to be issued. SFAS No. 165
         provides guidance on the period after the balance sheet date during
         which management of a reporting entity should evaluate events or
         transactions that may occur for potential recognition or disclosure in
         the financial statements, the circumstances under which an entity
         should recognize events or transactions occurring after the balance
         sheet date in its financial statements and the disclosures that an
         entity should make about events or transactions that occurred after the
         balance sheet date. SFAS No. 165 is effective for interim or annual
         financial periods ending after June 15, 2009. Accordingly, the Company
         has adopted SFAS No. 165 for the period ended June 27, 2009. Events
         subsequent to the balance sheet date have been evaluated for inclusion
         in the accompanying financial statements through the issuance date,
         August 11, 2009.

         In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting
         Standards Codification and the Hierarchy of Generally Accepted
         Accounting Principles, a replacement of FASB Statement No. 162." SFAS
         168 replaces SFAS No. 162, "The Hierarchy of Generally Accepted
         Accounting Principles," and establishes the FASB Accounting Standards
         Codification as the source of authoritative accounting principles
         recognized by the FASB to be applied by nongovernmental entities in
         preparation of financial statements in conformity with generally
         accepted accounting principles in the United States. SFAS 168 is
         effective for interim and annual periods ending after September 15,
         2009. The Company does not expect the adoption of this standard will
         have a material impact on its consolidated 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 27,    December 27,
                                                          2009          2008
                                                          ----          ----

                    Finished products                   $1,410        $2,009
                    Raw materials and packaging            725           325
                                                        ------         -----
                                                        $2,135        $2,334
                                                        ======        ======

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. 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 6:  MARKET RISK

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


NOTE 7: EARNINGS (LOSS) 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 (loss) 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 for June 27, 2009 were 61,000 non-qualified options to
         directors that were antidilutive because the market price of our common
         stock as of June 27, 2009 was less than the exercise prices of any of
         these options.

                                        8


<PAGE>

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


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

<TABLE>
<CAPTION>
                                                           Thirteen         Thirteen        Twenty-six       Twenty-six
                                                            Weeks             Weeks            Weeks            Weeks
                                                            Ended             Ended            Ended            Ended
                                                        June 27, 2009     June 28, 2008    June 27, 2009    June 28, 2008
                                                        -------------     -------------    -------------    -------------
    <S>                                                     <C>               <C>              <C>              <C>
    Numerator
        Net  income-basic............................         $98              $127             $250             $331
                                                              ===              ====             ====             ====
        Net  income-diluted..........................         $98              $127             $250             $331
                                                              ===              ====             ====             ====
    Denominator
        Denominator for basic earnings per share
           weighted average shares ..................       5,176             5,558            5,178            5,588
        Effect of dilutive securities stock options..          --               260               --              255
                                                            -----             -----            -----            -----
        Denominator for diluted earnings per share...       5,176             5,818            5,178            5,843
                                                            -----             -----            -----            -----
        Earnings per common share
        Basic........................................       $0.02             $0.02            $0.05            $0.06
                                                            =====             =====            =====            =====
        Diluted......................................       $0.02             $0.02            $0.05            $0.06
                                                            =====             =====            =====            =====
</TABLE>


NOTE 8 - TREASURY STOCK TRANSACTIONS

         During the twenty-six weeks ended June 27, 2009, the Company
         repurchased 13 shares of its common stock for $14. The Company's Board
         of Directors first instituted a share repurchase program in September
         2000, and as of August 8, 2008, the Board of Directors authorized the
         repurchase of up to 1,850 shares of the Company's common stock at
         prevailing market prices. Such shares were retired by the Company, and
         accordingly the funds expended by the Company were applied first
         against common stock with amounts in excess of par applied against
         retained earnings. Any excess payments above additional paid in capital
         are applied first against common stock with amounts in excess of par
         applied against retained earnings.


                                        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.

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, 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 customer's 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


                                       10


<PAGE>


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. We provide various promotional allowances to our
customers which are included in our reserves based on our estimated expense for
the period.

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. Our
federal and state tax returns are open to examination for the years 2006, 2007
and 2008.

PRODUCT RECALL

At the beginning of the second quarter, we were notified by the FDA that several
consumers filed complaints claiming that they had experienced skin rash symptoms
after eating VANILLA CUTIES that were produced at an ancillary production
facility during July 2008. The suspect product in question was identified as
having been produced by our smaller ice cream novelty facility that only
produced Vanilla Cuties. No illness or serious injury was reported and no
further reports have been received since early April 2009. While we were
investigating the complaints, 12 pallets shipped from the suspect lots were
recalled. The bulk of these 12 pallets were recalled from the New York City
metro area as well as from the Midwest, New England, the Mid Atlantic region and
California. No complaints from consumers were received from the Midwest or New
England regions. Investigation and reports from distributors and store visits
indicate that none of the suspect product remains in distribution, and it is not
currently being offered for sale. However, to make certain that there would be
no further issues with product made at this facility, we put on hold any Vanilla
Cuties that were produced by them. Due to the decrease in sales, we stopped
making product at this facility in January 2009. We have reviewed our quality
control procedures at our remaining co-packing facilities to ensure compliance
with all food-processing safety rules and regulations.

On May 12, 2009, at the request of the FDA, we issued a recall notice for the
suspected lots. During the last week of June, we disposed of all remaining
product manufactured by this facility. The total cost of this recall was
approximately $350,000 broken down as follows:

         Actual product destroyed           $291,000  (cost of sales)
         Cost of disposal                     10,000  (sales)
         Product returned                     26,000  (sales)
         Product testing                      20,000  (research & development)
         Freight                               1,000  (cost of sales)
         Legal                                 2,000  (general & administrative)

We have no insurance coverage for the actual product destroyed. However, there
is coverage for all costs related to the analysis, collection and physical
disposal of such product. While we will submit a claim to our insurance carrier
of approximately $59,000, there is no guarantee as to how much, if any portion,
of


                                       11

<PAGE>


our claim will actually be reimbursed. We are also in discussions with our
former co-packer regarding their repayment for the cost of the product that was
destroyed. There is no guarantee that we will be successful in our discussions.
All costs relating to this recall were expensed in the second quarter and we do
not anticipate any further charges. Any subsequent reimbursements will be
credited to the appropriate revenue and expense accounts referenced above if and
when they are received.


RESULTS OF OPERATIONS

Thirteen Weeks Ended June 27, 2009
Compared with Thirteen Weeks Ended June 28, 2008
------------------------------------------------

Net sales for the thirteen weeks ended June 27, 2009 were $5,229,000, a decrease
of $404,000, or 7%, from the sales level realized for the thirteen weeks ended
June 28, 2008. Sales were negatively impacted due to the elimination of certain
products that were sold in the 2008 period and the negative effects of the
deteriorating economic climate. We do not believe that our sales were negatively
impacted by the product recall in the 2009 period.

Our gross profit in the current period decreased by $37,000 to $1,436,000,
reflecting the lower level of sales. Our gross profit percentage for the period
ending June 27, 2009 was 27%, compared to 26% for the period ending June 28,
2008. Our gross profit for the period ended June 27, 2009 was negatively
impacted as a result of costs we incurred as the result of the product recall
that occurred in the thirteen week period ended June 27, 2009. (See Product
Recall above.) Freight out expense, a significant part of our cost of sales,
decreased by $188,000, or 41%, to $269,000 for the thirteen weeks ended June 27,
2009 compared with $457,000 for the thirteen weeks ended June 28, 2008. The
decrease in freight out expense was a result of the decrease in sales for the
thirteen weeks ended June 27, 2009 compared to the 2008 period, lower fuel costs
compared to the 2008 period and our arranging shipments in a more cost-effective
manner by shipping our frozen dessert novelties from our plant in Indiana to the
West Coast rather than shipping them from our third-party Pennsylvania
warehouse. The negative impact of the product recall on our cost of sales was
mitigated by significant savings in freight out expense.

Selling and warehouse expenses decreased slightly to $452,000 for the current
fiscal quarter compared with $459,000 for the comparable period in 2008. This
decrease is due primarily to decreases in commission expense of $18,000, travel
and entertainment expense of $10,000, meeting and convention expenses of $6,000
and outside warehouse rental expense of $6,000. These decreases were partially
offset by an increase of payroll costs of $33,000 as a result of higher fringe
benefit expenses and the provision for year-end bonuses.

Marketing expenses decreased by $53,000 to $106,000 in the fiscal 2009 period
due principally to a decrease in expenses for advertising of $15,000 and
promotion expense of $40,000. The reduction in promotion expense reflects the
lower level of sales in the 2009 period.

Research and development costs, which consist principally of salary expenses and
laboratory costs, decreased slightly to $162,000 for the thirteen weeks ended
June 27, 2009 compared to $169,000 for the comparable period in 2008. This
decrease was primarily due to a decrease professional fees and outside services
of $10,000.

General and administrative expenses increased to $552,000 for the current
quarter compared with $479,000 for the comparable period in 2008, due primarily
to an increase in travel and entertainment expense of $62,000 and payroll
expense of $19,000, which were partially offset by a reduction in professional
fees and outside services expense of $20,000. We anticipate that the current
period's general and administrative expenses will continue on the same level, or
increase slightly, for the balance of 2009.


                                       12



<PAGE>


Income tax expense was $66,000 in the second quarter of 2009 compared to income
tax expense of $80,000 in the second quarter of 2008, reflecting the lower level
of operating income in the 2009 period. The effective tax rate was relatively
consistent in both periods, 40% for the current period as compared to 39% for
the 2008 period.

Twenty-Six Weeks Ended June 27, 2009
Compared with Twenty-Six Weeks Ended June 28, 2008
--------------------------------------------------

Net sales for the twenty-six weeks ended June 27, 2009 were $9,407,000, a
decrease of $881,000 or 9%, from the sales level realized for the twenty-six
weeks ended June 28, 2008. Sales were negatively impacted due to the elimination
of certain products that were sold in the 2008 period and the negative effects
of the deteriorating economic climate. We do not believe that our sales were
negatively impacted by the product recall in the 2009 period.

Our gross profit in the current period decreased by $195,000, or 6%, to
$2,806,000. Our gross profit percentage increased to 30% for the period ending
June 27, 2009 compared to 29% for the period ending June 28, 2008. Our gross
profit for the period ended June 27, 2009 was negatively impacted as a result of
costs we incurred as the result of the product recall that occurred in the
twenty-six week period ended June 27, 2009. (See Product Recall above.) Freight
out expense, part of our cost of sales, decreased by $224,000, or 30%, to
$512,000 for the twenty-six weeks ended June 27, 2009 compared with $736,000 for
the twenty-six weeks ended June 28, 2008. The decrease in freight out expense
was a result of the decrease in sales for the twenty-six weeks ended June 27,
2009 compared to the 2008 period, lower fuel costs compared to the 2008 period
and our arranging shipments in a more cost-effective manner by shipping our
frozen dessert novelties from our plant in Indiana to the West Coast rather
than shipping them from our third-party Pennsylvania warehouse. The negative
impact of the product recall on our cost of sales was mitigated by significant
savings in freight out expense.

Selling and warehouse expenses decreased by 3% to $866,000 for the current
twenty-six week period compared with $894,000 for the comparable period in 2008.
This decrease is due primarily to decreases in commission expense of $31,000,
travel and entertainment expense of $20,000 and meeting and convention expenses
of $13,000. These decreases were partially offset by an increase of payroll
costs of $36,000 as a result of higher fringe benefit expenses and the provision
for year-end bonuses.

Marketing expenses decreased by $104,000 to $191,000 in the current twenty-six
week period due principally to a decrease in expenses for advertising of $23,000
and promotion expense of $79,000. The reduction in promotion expense reflects
the lower level of sales in the 2009 period.

Research and development costs, which consist principally of salary expenses and
laboratory costs, decreased slightly to $292,000 for the twenty-six weeks ended
June 27, 2009 compared to $294,000 for the comparable period in 2008.

General and administrative expenses increased to $1,040,000 for the current
twenty-six week period compared with $968,000 for the comparable period in 2008
due primarily to an increase in payroll costs of $39,000 and travel and
entertainment expense of $69,000. These increases were offset by reductions in
public relations expense of $13,000 professional fees and outside services of
$5,000 and contribution expense of $10,000.

The decrease in income tax expense in the 2009 twenty-six week period to
$167,000 from $219,000 in the 2008 twenty-six week period reflects the lower
operating profit in the 2009 period. The effective tax rate of 40% was
relatively consistent in both periods.


                                       13

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

As of June 27, 2009, we had approximately $704,000 in cash and cash equivalents
and our working capital was approximately $3.8 million compared to approximately
$238,000 in cash and cash equivalents and working capital of approximately $3.6
million at December 27, 2008. We expect our cash and cash equivalents will
increase during the course of 2009 as a result of suspending our stock
repurchase program. We established a $1,000,000 line of credit with Wachovia
Bank in April 2006, to support any short-term cash flow constraints. 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. This agreement was
renewed for an additional one-year term with the consent of both parties on
April 30, 2009. As of the date of this report, we have not used the line of
credit. We believe that our cash flow from operations, working capital and
borrowing capability will be sufficient to sustain our current level of
operations for the next twelve months.

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

                                    TWENTY-SIX WEEKS       TWENTY-SIX WEEKS
                                   ENDED JUNE 27, 2009    ENDED JUNE 28, 2008
                                   -------------------    -------------------
Net cash provided by (used in)
operating activities...........         $480,000             $  (739,000)
Net cash used in financing
activities.....................          (14,000)               (341,000)
                                         -------                --------
Net change in cash
  and cash equivalents.........         $466,000             $(1,080,000)
                                        ========             ===========


Our net cash flows provided by operating activities of $480,000 was the result
of our net income and the reduction in our inventory compared to the same period
last year, which had been built up as a result a change in our production
facilities. During the twenty-six weeks ending June 27, 2009, we paid bonuses to
management of $500,000. 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, if necessary. We believe that these sources
will be sufficient to meet our operating and capital requirements during the
next twelve months.

Our net cash used in financing activities represents the repurchase of our
common stock. During the twenty-six weeks ending June 27, 2009, we repurchased
12,665 shares of our common stock for $14,000. Our Board of Directors first
instituted a share repurchase program in September 2000 which has to date
authorized the repurchase of 1,850,000 shares of our common stock at prevailing
market prices. We have not repurchased any additional shares since March 28,
2009 in order to conserve our cash position. From the institution of the share
repurchase program through the date of this quarterly report, the total number
of shares cumulatively purchased is 1,818,889 for a total cost of approximately
$5,294,000, or an average price of $2.91 per share.

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.


                                       14

<PAGE>


OFF-BALANCE SHEET ARRANGEMENTS

None.

CONTRACTUAL OBLIGATIONS

As of June 27, 2009, we did not have any contractual obligations or commercial
commitments, including obligations relating to discontinued operations.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51, which became
effective for us on 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 implementation of SFAS
No. 160 did not have an impact on our financial statements.

In February 2008, the FASB issued FSP No. 157-2, Effective Date of FASB
Statement No. 157, which delays the 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. The implementation of this standard on
January 1, 2009 did not 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. Implementation of this standard did not have a material
effect on our financial statements.

In May 2009, SFAS No. 165, Subsequent Events, was issued by the FASB, which
establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date but before the financial statements are
issued or are available to be issued. SFAS No. 165 provides guidance on the
period after the balance sheet date during which management of a reporting
entity should evaluate events or transactions that may occur for potential
recognition or disclosure in the financial statements, the circumstances under
which an entity should recognize events or transactions occurring after the
balance sheet date in its financial statements and the disclosures that an
entity should make about events or transactions that occurred after the balance
sheet date. SFAS No. 165 is effective for interim or annual financial periods
ending after June 15, 2009. Accordingly, we have adopted SFAS No. 165 for the
period ended June 27, 2009. Events subsequent to the balance sheet date have
been evaluated for inclusion in the


                                       15

<PAGE>

accompanying financial statements through the issuance date, August 11, 2009.

In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles, a
replacement of FASB Statement No. 162." SFAS 168 replaces SFAS No. 162, "The
Hierarchy of Generally Accepted Accounting Principles," and establishes the FASB
Accounting Standards Codification as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
preparation of financial statements in conformity with generally accepted
accounting principles in the United States. SFAS 168 is effective for interim
and annual periods ending after September 15, 2009. We do not expect the
adoption of this standard will have a material impact on our consolidated
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

Evaluation of Disclosure Controls and Procedures. As of June 27, 2009, our
company's chief executive officer and chief financial officer conducted an
evaluation regarding the effectiveness of our company's disclosure controls and
procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act.
Based upon the evaluation of these controls and procedures, our chief executive
officer and chief financial officer concluded that our disclosure controls and
procedures were not effective as of the end of the thirteen weeks ended June 27,
2009.

Disclosure Controls and Internal Controls. As provided in Rule 13a-14 of the
General Rules and Regulations under the Securities and Exchange Act of 1934, as
amended, Disclosure Controls are defined as meaning controls and procedures that
are designed with the objective of insuring that information required to be
disclosed in our reports filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), is recorded, processed, designed and reported
within the time periods specified by the SEC's rules and forms. Disclosure
Controls include, within the definition under the Exchange Act, and without
limitation, controls and procedures to insure that information required to be
disclosed by us in our reports is accumulated and communicated to our
management, including our chief executive officer and principal financial
officer, as appropriate to allow timely decisions regarding disclosure. Internal
Controls are procedures which are designed with the objective of providing
reasonable assurance that (1) our transactions are properly authorized; (2) our
assets are safeguarded against unauthorized or improper use; and (3) our
transactions are properly recorded and reported, all to permit the preparation
of our financial statements in conformity with generally accepted accounting
principles.

Management's Report on Internal Control Over Financial Reporting. Our management
is responsible for establishing and maintaining adequate internal control over
financial reporting. Internal control over financial reporting is a process
designed by, or under the supervision of the Chief Executive Officer and Chief
Financial Officer and effected by our board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. 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.


                                       16

<PAGE>


Management's evaluation of internal control over financial reporting includes
using the COSO framework, an integrated framework for the evaluation of internal
controls issued by the Committee of Sponsoring Organizations of the Treadway
Commission, to identify the risks and control objectives related to the
evaluation of our control environment.

Based on their evaluation under the frameworks described above, our chief
executive officer and chief financial officer have concluded that our internal
control over financial reporting was ineffective as of June 27, 2009 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 statements 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.

REMEDIATION PLAN

We are seeking to develop a remediation plan consistent with our scope of
activity and resources.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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


                                       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 the Company's "Risk
          Factors" set forth in its Annual Report on Form 10-K for the
          year ended December 27, 2008.

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 27, 2009, we held
          our Annual Meeting of Shareholders.

                  At the meeting, held on June 3, 2009, 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 2010 Annual Meeting of
                           Shareholders.

                                       For          Withheld      Percentage For
                                    ---------       --------      --------------
                  David Mintz       4,748,005        383,540           83.98
                  Neal Axelrod      4,841,796        289,749           85.64
                  Joseph Fischer    4,837,622        293,923           85.57
                  Aron Forem        4,740,499        391,046           83.85
                  Philip Gotthelf   4,843,041        288,504           85.67
                  Reuben Rapoport   4,735,171        396,374           83.76
                  Franklyn Snitow   4,824,735        306,810           85.34

                  2.       The ratification of the selection of Amper,
                           Politziner & Mattia, LLP as the our independent
                           registered public accounting firm for the fiscal year
                           ending December 26, 2009.

                              For        Against    Abstained     Percentage For
                            ---------    -------    ---------     --------------
                            4,971,011    153,230      7,303           87.93


                                       18



<PAGE>


ITEM 5.   OTHER INFORMATION

          None.

ITEM 6.   EXHIBITS



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.



                                       19

<PAGE>


                                   SIGNATURES

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

                                         TOFUTTI BRANDS INC.
                                            (Registrant)



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



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

Date: August 11, 2009


                                       20