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 March 28, 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 May 11, 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 - March 28, 2009
            (Unaudited) and December 27, 2008                               3

          Condensed Statements of Income -
            (Unaudited) - Thirteen Week Periods ended March 28, 2009
            and March 29, 2008                                              4

          Condensed Statements of Cash Flows -
            (Unaudited) - Thirteen Week Periods ended March 28, 2009
            and March 29, 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       13

Item 4T.  Controls and Procedures                                          13

PART II - OTHER INFORMATION:

Item 1.   Legal Proceedings                                                15

Item 1A.  Risk Factors                                                     15

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds      15

Item 3.   Defaults Upon Senior Securities                                  15

Item 4.   Submission of Matters to a Vote of Security Holders              15

Item 5.   Other Information                                                15

Item 6.   Exhibits and Reports on Form 8-K                                 15

          Signatures                                                       17

                                        2

<PAGE>




                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                                       MARCH 28,            DECEMBER 27,
                                                                         2009                   2008
                                                                      -----------           ------------
                                                                      (UNAUDITED)
<S>                                                                  <C>                    <C>
ASSETS
Current assets:
     Cash and cash equivalents                                       $  225                 $  238
     Accounts receivable, net of allowance for doubtful
        accounts and sales promotion of $543 and $528,
       respectively                                                   1,799                  1,574
     Inventories                                                      2,395                  2,334
     Prepaid expenses                                                    14                     19
     Refundable income taxes                                            452                    555
     Deferred income taxes                                              324                    324
                                                                        ---                    ---
                Total current assets                                  5,209                  5,044
                                                                      -----                  -----

Fixed assets, net of accumulated amortization of
        $30 and $29                                                      18                     19
Other assets                                                             16                     16
                                                                         --                     --
                                                                     $5,243                 $5,079
                                                                     ======                 ======

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                                $  525                 $  398
     Accrued expenses                                                   839                    565
     Accrued officers' compensation                                     125                    500
                                                                        ---                    ---
                  Total current liabilities                           1,489                  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 March 28, 2009
         and 5,189,343 shares at December 27, 2008                       52                     52
     Retained earnings                                                3,702                  3,564
                                                                      -----                  -----
                 Total stockholders' equity                           3,754                  3,616
                                                                      -----                  -----
                 Total liabilities and stockholders' equity          $5,243                 $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)

                                              Thirteen               Thirteen
                                                weeks                  weeks
                                                ended                  ended
                                           March 28, 2009         March 29, 2008
                                           --------------         --------------

Net sales                                       $4,178               $4,655
Cost of sales                                    2,807                3,128
                                                 -----                -----
         Gross profit                            1,371                1,527
                                                 -----                -----

Operating expenses:
     Selling                                       415                  435
     Marketing                                      85                  136
     Stock compensation expense                     --                    3
     Research and development                      130                  125
     General and administrative                    488                  485
                                                   ---                  ---
                                                 1,118                1,184
                                                 -----                -----

Income before income taxes                         253                  343

Income taxes                                       101                  139
                                                   ---                  ---

Net income                                        $152                 $204
                                                  ====                 ====

Weighted average common shares
  outstanding:
     Basic                                       5,183                5,619
                                                 =====                =====
     Diluted                                     5,183                5,869
                                                 =====                =====

Net income per common share:
     Basic                                       $0.03                $0.04
                                                 =====                =====
     Diluted                                     $0.03                $0.03
                                                 =====                =====



            See accompanying notes to condensed financial statements.


                                       4

<PAGE>




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


                                                     Thirteen        Thirteen
                                                      weeks           weeks
                                                      ended           ended
                                                  March 28, 2009  March 29, 2008
                                                  --------------  --------------

 Cash flows provided by (used in)
   operating activities, net                         $   1           $ (740)

 Cash flows used in financing activities, net                          (163)
                                                       ---              ---
                                                       (14)
        Net decrease in cash and cash equivalents      (13)            (903)

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

 Cash and cash equivalents at end of period          $ 225           $  596
                                                     =====           ======

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





            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 week period ended March 28, 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. 141(revised 2007), Business
         Combinations, which became 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. The adoption of SFAS No. 141R did
         not have a material effect on the Company, as no acquisitions are
         currently contemplated.

         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

                                        6



<PAGE>

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

         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.

         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.


NOTE 4:  INVENTORIES

         The composition of inventories is as follows:

                                                        March 28,   December 27,
                                                          2009          2008
                                                          ----          ----

                    Finished products                    $1,962       $2,009
                    Raw materials and packaging             433          325
                                                         ------       ------
                                                         $2,395       $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.

                                        7

<PAGE>

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

NOTE 6:  MARKET RISK

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


NOTE 7: EARNINGS PER SHARE

         Basic earnings per common share has been computed by dividing net
         income by the weighted average number of common shares outstanding.
         Diluted earnings per common share has been computed by dividing net
         income by the weighted average number of common shares outstanding
         including dilutive effects of stock options. Not included in the
         calculation were 61,000 non-qualified options to directors that were
         antidilutive because the market price of our common stock as of March
         28, 2009 and March 29, 2008, 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:

                                                Thirteen Weeks    Thirteen Weeks
                                                     Ended            Ended
                                                March 28, 2009    March 29, 2008
                                                --------------    --------------
 Numerator
   Net income-basic and diluted................       $152             $204
                                                      ====             ====
 Denominator
   Denominator for basic earnings per share
      weighted average shares .................      5,183            5,619
   Effect of dilutive securities
      stock options............................         --              250
                                                      ----              ---
   Denominator for diluted earnings per share..      5,183            5,869
                                                     -----            -----

   Earnings per share
     Basic.....................................      $0.03            $0.04
                                                     =====            =====
     Diluted...................................      $0.03            $0.03
                                                     =====            =====


NOTE 8 - TREASURY STOCK TRANSACTIONS

         During the thirteen weeks ended March 28, 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.

                                        8

<PAGE>







                               TOFUTTI BRANDS INC.

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

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

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

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

                                       9

<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 2007 and
2008.

RESULTS OF OPERATIONS

Thirteen Weeks Ended March 28, 2009
Compared with Thirteen Weeks Ended March 29, 2008
-------------------------------------------------

Net sales for the thirteen weeks ended March 28, 2009 were $4,178,000, a
decrease of $477,000, or 10%, from the sales level realized for the thirteen
weeks ended March 29, 2008 due to the elimination of certain products that were
sold in the 2008 period and the negative effects of the deteriorating economic
climate.

Our gross profit in the current period decreased to $1,371,000 in the 2009
period from $1,527,000 in the 2008 period. Our gross profit percentage was 33%
for the period ending March 28, 2009, which was the same as for the period
ending March 29, 2008. Our gross profit and gross profit percentage for the
period ended March 28, 2009 continued to be impacted by the costs associated
with certain key ingredients and packaging. Freight out expense, a significant
part of our cost of sales, decreased by $27,000, or 10%, to $243,000 for the
thirteen weeks ended March 28, 2009 compared with $270,000 for the thirteen
weeks ended March 29, 2008. The decrease in freight out expense is attributable
to the change in shipping our frozen dessert novelties from our new ice cream
plant in Indiana to the West Coast, which is more cost-effective than shipping
them from our third-party Pennsylvania warehouse or from our former frozen
dessert novelties manufacturer's location. We also increased the minimum size of
orders to customers where we pay the freight, and we shipped fewer products due
to decreased sales.

Selling expenses decreased by $20,000 to $415,000 for the current fiscal quarter
compared with $435,000 for the comparable period in 2008. This decrease was
partially due to a decrease in travel, entertainment and commission expenses due
to the decline in sales. We anticipate that the current period's selling
expenses will continue on the same level for the balance of 2009.

Marketing expenses decreased by $51,000 to $85,000 in the fiscal 2009 period due
principally to a $15,000 decrease in television advertising expense and a
$43,000 decrease in promotion expenses. We anticipate that the current period's
marketing expenses will continue on the same level for the balance of 2009.

                                       10

<PAGE>


Research and development costs, which consist principally of salary expenses and
laboratory costs, increased by $5,000 to $130,000 for the thirteen weeks ended
March 28, 2009 from $125,000 for the comparable period in 2008.

General and administrative expenses increased by $3,000 to $488,000 for the
current quarter compared with $485,000 for the comparable period in 2008 due to
slight increases in payroll, entertainment and professional services expenses,
which were offset by decreases in public relations and IT expenses. We
anticipate that the current period's general and administrative expenses will
continue on the same level, or decrease slightly, for the balance of 2009.

The decrease in income tax expense in the first quarter of 2009 to $101,000, or
40% of income before taxes, from $139,000, or 41% of taxable income, in the
first quarter of 2008 reflects the decrease in our taxable income. Our tax rates
historically fall within a range of 40% to 44%.

LIQUIDITY AND CAPITAL RESOURCES

As of March 28, 2009, we had approximately $225,000 in cash and cash equivalents
and our working capital was approximately $3.7 million compared to 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. Because we are now maintaining larger
finished goods inventories to improve customer service, we established a
$1,000,000 line of credit with Wachovia Bank in April 2006. Any money borrowed
under the line of credit will be at the prime rate of borrowing and any such
loans will be secured by the assets of our company. Although management believes
that we will be able to fund our operations during 2009 from current resources,
there is no guarantee that we will be able to do so, and therefore, we
established this facility to support short-term cash flow constraints, if
necessary. This agreement 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.

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

                                      THIRTEEN WEEKS         THIRTEEN WEEKS
                                   ENDED MARCH 28, 2009   ENDED MARCH 29, 2008
                                   --------------------   --------------------
Net cash provided by (used in)
operating activities...........       $   1,000              $(740,000)
Net cash used in financing
activities.....................         (14,000)              (163,000)
                                        --------              ---------
Net change in cash
  and cash equivalents.........        $(13,000)             $(903,000)
                                       =========             ==========


Our net cash flows used in operating activities was 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 thirteen weeks
ending March 28, 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. We
believe that these sources will be sufficient to meet our operating and capital
requirements during the next twelve months.

Our net cash flows used in financing activities represents the repurchase of our
common stock. During the thirteen weeks ending March 28, 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. As of December 29, 2007, we had repurchased 1,342,100 shares with
a total cost of approximately $4,171,000,

                                       11

<PAGE>


or an average price of $3.11 per share. During fiscal 2008, we repurchased an
additional 464,124 shares for $1,110,000 or an average price of $2.39. 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.

OFF-BALANCE SHEET ARRANGEMENTS

None.

CONTRACTUAL OBLIGATIONS

As of March 28, 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. 141(revised 2007), Business
Combinations, which became 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. The adoption of SFAS No. 141 did not have a material effect on us, as no
acquisitions are currently contemplated.

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

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<PAGE>


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.


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 March 28, 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 March
28, 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


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<PAGE>


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.

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 March 28, 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

It is our intention to increase the staffing level of the accounting department
as demands on our accounting staff increase.

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.


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<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

          None.

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.



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<PAGE>




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

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

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

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

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

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

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

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

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



(b)     Reports on Form 8-K

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<PAGE>


                                   SIGNATURES

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

                                          TOFUTTI BRANDS INC.
                                               (Registrant)



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



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

Date: May 12, 2009




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