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

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 2

[X]      Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the quarterly  period ended October 1, 2005

[ ]      Transition report under Section 13 or 15(d) of the Exchange Act for the
         transition period from [       ] to [       ]

                         Commission file number: 1-9009
                         ------------------------------

                               Tofutti Brands Inc.
                               -------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

                 Delaware                            13-3094658
         ------------------------               -------------------
         (State of Incorporation)                (I.R.S. Employer
                                                Identification No.)


                  50 Jackson Drive, Cranford, New Jersey 07016
                  --------------------------------------------
                    (Address of Principal Executive Offices)

                                 (908) 272-2400
                                 --------------
                (Issuer's Telephone Number, Including Area Code)


              ----------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.


                                 Yes [X] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         As of November 18, 2005 the Issuer had 5,548,567 shares of Common
Stock, par value $.01, outstanding.

         Transitional Small Business Disclosure Format (check one):

                                 Yes [ ] No [X]


<PAGE>


                                EXPLANATORY NOTE

This Amendment No. 2 on Form 10-QSB/A hereby amends Item 1.- Financial
Statements and Item 2. - Management's Discussion and Analysis of Financial
Condition and Results of Operations of Part I and Item 1. - Legal Proceedings of
Part II of Tofutti Brand Inc.'s Quarterly Report on Form 10-QSB for the quarter
ended October 1, 2005, which was originally filed on November 21, 2005. This
Amendment reflects the restatement of our financial statements to reclassify
freight out expense from a selling expense to a component of cost of sales and
also provide a new Note 2 in the financial statements. This Amendment is not
intended to revise other information presented in our quarterly report on Form
10-QSB for the quarter ended October 1, 2005 as originally filed and all such
other information in the original filing, which remains unchanged. Nor does this
Amendment on Form 10-QSB/A reflect events occurring after the filing of the
original Form 10-QSB or modify or update the disclosure therein in any way other
than as required to reflect the amendments discussed above. As a result, this
Amendment to the Quarterly Report on Form 10-QSB continues to speak as of
November 21, 2005.

For the convenience of the reader, the document has been refiled in its
entirety.





                                       2



<PAGE>


                               TOFUTTI BRANDS INC.

                                      INDEX

                                                                            Page
                                                                            ----

Part I - Financial Information:

Item 1.  Financial Statements

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

         Condensed Statements of Income -
            Thirteen and Thirty-nine Week Periods
           ended October 1, 2005 and September 25, 2004 (Unaudited)           5

         Condensed Statements of Cash Flows -
           Thirteen and Thirty-nine Week Periods
           ended October 1, 2005 and September 25, 2004 (Unaudited)           6

         Notes to Condensed Financial Statements                              7

Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations                  12

Item 3.  Controls and Procedures                                             20

Part II - Other Information:

Item 1.  Legal Proceedings                                                   21

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

Item 3.  Defaults Upon Senior Securities                                     21

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

Item 5.  Other Information                                                   21

Item 6.  Exhibits                                                            22

         Signatures                                                          23


                                        3

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements

<TABLE>
<CAPTION>
                               TOFUTTI BRANDS INC.
                            Condensed Balance Sheets
               (in thousands, except share and per share amounts)

                                                              October 1, 2005    January 1, 2005
                                                              ---------------    ---------------
                                                                (Unaudited)
<S>                                                                <C>             <C>
Assets
Current assets:
     Cash and equivalents                                           $1,918         $2,199
     Accounts receivable (net of allowance
        for doubtful accounts of $273 and $219,
        respectively)                                                1,404          1,614
     Inventories                                                       970            792
     Prepaid expenses                                                   12             14
     Deferred income taxes                                             301            593
                                                                     -----            ---
                  Total current assets                               4,605          5,212
Fixed assets (net of accumulated depreciation
        of $12 and $10, respectively)                                   35             38
Other assets                                                            16             16
                                                                        --             --
                  Total assets                                      $4,656         $5,266
                                                                    ======         ======

Liabilities and Stockholders' Equity

Current liabilities:
     Accounts payable and accrued expenses                            $578           $691
     Accrued officers' compensation                                     --            500
     Income taxes payable                                              232            403
                                                                       ---            ---
                  Total current liabilities                            810          1,594
                                                                       ---          -----

Commitments and contingencies                                           --             --

Stockholders' equity:
Preferred stock - par value $.01 per share;
         authorized 100,000 shares, none issued                         --             --
Common stock- par value $.01 per share;
         authorized 15,000,000 shares, issued and
         outstanding 5,564,667 shares at October 1, 2005
         and 5,636,867 shares at January 1, 2005                        56             56
     Additional paid-in capital                                         --            162
     Retained earnings                                               3,790          3,454
                                                                     -----          -----
                  Total stockholders' equity                         3,846          3,672
                                                                     -----          -----
                  Total liabilities and stockholders' equity        $4,656         $5,266
                                                                    ======         ======
</TABLE>

            See accompanying notes to condensed financial statements.

                                       4


<PAGE>





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

<TABLE>
<CAPTION>
                                       Thirteen            Thirteen            Thirty-nine          Thirty-nine
                                      weeks ended         weeks ended          weeks ended          weeks ended
                                     Oct. 1, 2005       Sept. 25, 2004        Oct. 1, 2005         Sept. 25, 2004
                                     ------------       --------------        ------------         --------------
                                      (Restated)          (Restated)           (Restated)            (Restated)
<S>                                    <C>                 <C>                  <C>                   <C>
Net sales                              $ 4,115             $ 4,730              $13,446               $13,871
Cost of sales                            3,095*              3,496*               9,778*               10,272*
                                       -------             -------              -------               -------
         Gross profit                    1,020*              1,234*               3,668*                3,599*
                                       -------             -------              -------               -------

Operating expenses:
    Selling                                301*                255*                 817*                  741*
    Marketing                              117                  90                  502                   354
    Research and development               105                 142                  314                   371
    General and administrative             426                 400                1,340                 1,222
                                       -------             -------              -------               -------
                                           949*                887*               2,973*                2,688*
                                       -------             -------              -------               -------

Operating income                            71                 347                  695                   911

Interest income                              3                  --                    6                     4
                                       -------             -------              -------               -------
Income before income taxes                  74                 347                  701                   915

Income taxes                                31                 160                  295                   392
                                       -------             -------              -------               -------

Net income                             $    43             $   187              $   406               $   523
                                       =======             =======              =======               =======

Weighted average common shares
   outstanding:
         Basic                           5,600               5,637                5,622                 5,700
                                       =======             =======              =======               =======
         Diluted                         6,179               6,204                6,205                 6,281
                                       =======             =======              =======               =======

Net income per share:
         Basic                         $  0.01             $  0.03              $  0.07               $  0.09
                                       =======             =======              =======               =======
         Diluted                       $  0.01             $  0.03              $  0.07               $  0.08
                                       =======             =======              =======               =======

</TABLE>

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

            See accompanying notes to condensed financial statements.

                                       5

<PAGE>





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


                                                  Thirty-nine       Thirty-nine
                                                     weeks             weeks
                                                     ended             ended
                                                 Oct. 1, 2005     Sept. 25, 2004
                                                 ------------     --------------

  Cash flows from operating activities, net          $(49)              $638

  Cash flows from investing activities                 --                 --

  Cash flows from financing activities, net          (232)            (1,032)
                                                    -----            -------
         Net change in cash and equivalents          (281)              (394)

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

  Cash and equivalents at end of period            $1,918             $2,163
                                                   ======             ======

  Supplemental cash flow information:
                Income taxes paid                    $170               $425
                                                     ====               ====







            See accompanying notes to condensed financial statements.

                                       6

<PAGE>

                               TOFUTTI BRANDS INC.
                     Notes to Condensed Financial Statements
               (in thousands, except share and per share amounts)

Note 1:  Description of Business

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

Note 2: Restatement of Previously Issued Financial Statements

         The Company has historically included freight out expense as a
         component of selling expenses, but has determined that such expense
         should be classified as a cost of sales in measuring its gross profit.
         During the thirteen weeks ended October 1, 2005, its freight out
         expense was $266 as compared to $293 in the thirteen weeks ended
         September 25, 2004. During the thirty-nine weeks ended October 1, 2005,
         its freight out expense was $805 as compared to $786 in the thirty-nine
         weeks ended September 25, 2004. There was no impact on operating income
         or net income as a result of this restatement.

         The impact of the aforementioned restatement with respect to the
         financial statements for the thirteen and thirty-nine weeks ended
         October 1, 2005 and September 25, 2004 is summarized below:

<TABLE>
<CAPTION>
                                     Thirteen weeks ended                            Thirteen weeks ended
                                       October 1, 2005                                September 25, 2004
                        ----------------------------------------------- -----------------------------------------------
                         (Previously                          (As         (Previously                          (As
                          Reported)      (Adjustment)       restated)      Reported)      (Adjustment)       restated)
                        -------------- ----------------- -------------- ---------------- ----------------- ------------
<S>                         <C>              <C>             <C>            <C>                <C>             <C>
Cost of sales               $2,829           $266            $3,095         $3,203             $293            $3,496
                            ======           ====            ======         ======             ====            ======
Gross profit                 1,286           (266)            1,020          1,527             (293)            1,234
                             =====           ====             =====          =====             ====             =====
Selling expense                567           (266)              301            548             (293)              255
                               ===           ====             =====            ===             ====              ====
Total operating
expenses                     1,215           (266)              949          1,180             (293)              887
                             =====           ====             =====          =====             ====              ====
</TABLE>

<TABLE>
<CAPTION>
                                   Thirty-nine weeks ended                         Thirty-nine weeks ended
                                       October 1, 2005                               September 25, 2004
                        ----------------------------------------------- -----------------------------------------------
                         (Previously                          (As         (Previously                          (As
                          Reported)      (Adjustment)       restated)      Reported)      (Adjustment)       restated)
                        -------------- ----------------- -------------- ---------------- ----------------- ------------
<S>                         <C>              <C>             <C>            <C>              <C>            <C>
Cost of sales               $8,973           $805            $9,778         $9,486           $786           $10,272
                            ======           ====            ======         ======           ====           =======
Gross profit                 4,473           (805)            3,668          4,385           (786)            3,599
                             =====           ====            ======          =====           ====             =====
Selling expense              1,622           (805)              817          1,527           (786)              741
                             =====           ====              ====          =====           ====               ===
Total operating
expenses                     3,778           (805)            2,973          3,474           (786)            2,688
                             =====           ====             =====          =====           ====             =====
</TABLE>

Note 3:  Basis of Presentation

         The accompanying financial information is unaudited, but, in the
         opinion of management, reflects all adjustments (which include only
         normally recurring adjustments) necessary to


                                        7

<PAGE>

                               TOFUTTI BRANDS INC.
                     Notes to Condensed Financial Statements
               (in thousands, except share and per share amounts)

         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 January 1, 2005 have been derived
         from our audited financial statements. The financial information should
         be read in conjunction with the audited financial statements and notes
         thereto for the year ended January 1, 2005 included in the Company's
         Annual Report on Form 10-KSB/A filed with the Securities and Exchange
         Commission on the date of this filing. The results of operations for
         the thirteen week and thirty-nine week periods ended October 1, 2005
         are not necessarily indicative of the results to be expected for the
         full year or any future period.

         The Company operates on a fiscal year which ends on the Saturday
         closest to December 31st.

         There were no changes in the Company's accounting policies during the
         period ended October 1, 2005 from those in effect at January 1, 2005.
         Note that the Company has restated freight costs from a selling expense
         to a component of cost of sales for all periods.

Note 4:  Inventories

         The composition of inventories is as follows:

                                                       Oct. 1,      January 1,
                                                        2005          2005
                                                        ----          ----

                    Finished products                   $747          $550
                    Raw materials and packaging          223           242
                                                         ---          ----
                                                        $970          $792
                                                        ====          ====


                                       8


<PAGE>
                               TOFUTTI BRANDS INC.
                     Notes to Condensed Financial Statements
               (in thousands, except share and per share amounts)


Note 5:  Income Taxes

         Income taxes are accounted for under the asset and liability method.
         Deferred tax assets and liabilities are recognized for the future tax
         consequences attributable to differences between the financial
         statement carrying amounts of existing assets and liabilities and their
         respective tax bases and operating loss and tax credit carry forwards.
         Deferred tax assets and liabilities are measured using enacted tax
         rates expected to apply to taxable income in the years in which those
         temporary differences are expected to be recovered or settled. The
         effect on deferred tax assets and liabilities of a change in tax rates
         is recognized in income in the period that includes the enactment date.

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.



                                        9


<PAGE>

                               TOFUTTI BRANDS INC.
                     Notes to Condensed Financial Statements
               (in thousands, except share and per share amounts)

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

 <TABLE>
<CAPTION>
                                                      Thirteen         Thirteen         Thirty-nine       Thirty-nine
                                                        Weeks            Weeks             Weeks             Weeks
                                                        Ended            Ended             Ended             Ended
                                                     Oct. 1, 2005    Sept. 25, 2004     Oct. 1, 2005     Sept. 25, 2004
                                                     ------------    --------------     ------------     --------------
<S>                                                     <C>               <C>               <C>              <C>
Numerator
  Net income-basic................................        $43              $187              $406             $523
                                                          ===              ====              ====             ====
  Net income-diluted..............................        $43              $187              $406             $523
                                                          ===              ====              ====             ====
Denominator
  Denominator for basic earnings per share
     weighted average shares .....................      5,600             5,637             5,622            5,700
  Effect of dilutive securities
     stock options................................        579               567               583              581
                                                          ---               ---               ---              ---
  Denominator for diluted earnings per share......      6,179             6,204             6,205            6,281
                                                        -----             -----             -----            -----
  Earnings per share
    Basic.........................................      $0.01             $0.03             $0.07            $0.09
                                                        =====             =====             =====            =====
    Diluted.......................................      $0.01             $0.03             $0.07            $0.08
                                                        =====             =====             =====            =====
</TABLE>

Note 8: Stock-Based Compensation

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


                                       10


<PAGE>

                               TOFUTTI BRANDS INC.
                     Notes to Condensed Financial Statements
               (in thousands, except share and per share amounts)


         Pro forma information regarding net income and earnings per share is
         required by FAS 123 and FAS 148, and has been determined as if the
         Company had accounted for its employee stock options under the fair
         value method of those Statements. No options were granted during the
         thirteen and thirty-nine weeks ended September 25, 2004 and October 1,
         2005, other than in January 2005, options to purchase 10,000 shares
         were granted to a director (who subsequently resigned as of June 9,
         2005).

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


<TABLE>
<CAPTION>
                                                        Thirteen weeks ended         Thirty-nine weeks ended
                                                        Oct. 1,      Sept. 25,        Oct. 1         Sept. 25,
                                                        -------      ---------        ------         ---------
                                                          2005         2004            2005            2004
                                                          ----         ----            ----            ----
<S>                                                     <C>           <C>             <C>             <C>
Net income, as reported                                   $43          $187            $406            $523
Stock-based employee compensation expense
   under fair value method, net of related
   tax effects                                             --            --              30              --
                                                         ----          ----            ----            ----
Pro forma net income                                      $43          $187            $376            $523
                                                          ===          ====            ====            ====
Earnings per share:
         Basic, as reported                             $0.01         $0.03           $0.07           $0.09
                                                        =====         =====           =====           =====
         Basic, pro forma                               $0.01         $0.03           $0.07           $0.09
                                                        =====         =====           =====           =====
         Diluted, as reported                           $0.01         $0.03           $0.07           $0.08
                                                        =====         =====           =====           =====
         Diluted, pro forma                             $0.01         $0.03           $0.06           $0.08
                                                        =====         =====           =====           =====
</TABLE>



                                       11


<PAGE>


                               TOFUTTI BRANDS INC.

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

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

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

We have attempted to identify additional significant uncertainties and other
factors affecting forward-looking statements in the "Risk Factors" section in
this quarterly report on Form 10-QSB.

Status of Transfer of Production Facilities

In October 2004, H. P. Hood, the parent company of Kemps Foods, Inc., announced
it was closing the Kemps' Lancaster, PA facility that had produced our non-dairy
frozen dessert products for the past twenty years. The Lancaster facility ceased
operations on July 21, 2005. As part of our arrangement with Kemps and H. P.
Hood, we initially agreed to move our production to the H. P. Hood facility in
Suffield, Connecticut. After some preliminary trial production, we determined
that the Suffield facility would not meet our complete manufacturing
requirements. Based on this conclusion, we have since relocated the production
of most of our frozen dessert products to the Ellsworth Ice Cream Company
facilities in New York and Vermont. We have also begun production of some of our
frozen dessert products at Kemps Foods' facility in Minnesota as well. To date,
we have not encountered any material problems in the transfer of production to
these new sites. We had taken steps to build inventory at our former facility
prior to its close to maintain our current levels of sales service during this
transition period, and accordingly, our inventory levels were higher than normal
at September 30, 2005. Although we may incur some non-recurring transitional
expenses and minor operational difficulties associated with a major business
relocation of this type, we do not presently expect them to have a material
impact on our operations.

                                       12


<PAGE>

Critical Accounting Policies

Our financial statements have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. The
policies discussed below are considered by management to be critical to an
understanding of our financial statements because their application places the
most significant demands on management's judgment, with financial reporting
results relying on estimation about the effect of matters that are inherently
uncertain. Specific risks for these critical accounting policies are described
in the following paragraphs. For all of these policies, management cautions that
future events rarely develop exactly as forecast, and the best estimates
routinely require adjustment.

Revenue Recognition. Revenue is recognized when goods are shipped from
production facilities or outside warehouses to customers. Revenue is recognized
when the following four criteria under Staff Accounting Bulletin No. 104 have
been met: the product has been shipped and we have has no significant remaining
obligations; persuasive evidence of an arrangement exists; the price to the
buyer is fixed or determinable; and collection is probable. Deductions from
sales for promotional programs, manufacturers' charge-backs, co-operative
advertising programs and other programs are recorded as reductions of revenues
and are provided for at the time of initial sale of product. To the extent we
charge our customers for freight expense, it is included in revenues. The amount
of freight expense charged to customers has not been material to date.

Freight Out Expense. We record freight out expense as a cost of sales. During
the thirteen and thirty-nine weeks ended October 1, 2005, our freight out
expense was $266,000 and $805,000 as compared to $293,000 and $786,000 in the
thirteen and thirty-nine weeks ended September 25, 2004.

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

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

                                       13



<PAGE>


Valuation Allowance for Deferred Tax Assets. The carrying value of deferred tax
assets assumes that we will be able to generate sufficient future taxable income
to realize the deferred tax assets based on estimates and assumptions. If these
estimates and assumptions change in the future, we may be required to record a
valuation allowance against deferred tax assets which could result in additional
income tax expense.

Results of Operations

Thirteen Weeks Ended October 1, 2005
Compared with Thirteen Weeks Ended September 25, 2004
-----------------------------------------------------

Net sales for the thirteen weeks ended October 1, 2005 were $4,115,000, a
decrease of $615,000, or 13%, from the sales level realized for the thirteen
weeks ended September 25, 2004.

The decline in sales for the thirteen weeks ended October 1, 2005 was caused by
several factors:

o    Loss of business in the southeastern United States and Florida in
     August and September due to problems caused by the extreme weather
     experienced by those areas and the resulting transportation problems.

o    During the transition to our new frozen dessert production and
     warehousing facilities, we were periodically out of stock of certain
     products, which resulted in a reduction in sales.

As we bring our new frozen dessert manufacturing facilities to full operational
levels and as the third quarter transportation problems abate, we anticipate
that our sales will return to at least the level of last year during the fourth
quarter of 2005.

Our gross profit in the current period decreased by $214,000, or 17%, to
$1,020,000. The decline in gross profit was directly attributable to the decline
in sales for the thirteen week period. Our gross profit percentage also
decreased slightly to 24.8% for the period ending October 1, 2005 compared to
26% for the period ending September 25, 2004.

Our cost of sales during the quarter continued to be adversely impacted by
significant industry-wide price increases to certain key ingredients and
packaging, due mainly to supply shortages as a result of political events in
certain foreign countries, the relatively stagnant economic situation in the
United States, and increased cost of petroleum based products. While our freight
out expense decreased by $27,000, or 9%, to $266,000 in the current period, such
expense remained at a level higher than our historical cost. The high cost of
petroleum affects the cost of many inventory components we use, particularly
plastic packaging. To offset these significant cost increases, during 2005 we
continue to, without compromising quality and taste, replace higher cost
ingredients with functionally similar items at significant cost savings. Our
co-packers have also experienced increases, and as a result, they have increased
our co-packing fees, which directly increases costs of production.

During the fourth quarter of 2005 and the first quarter of 2006, we expect to
institute a series of prices increases commensurate with the level of our cost
increases to help maintain our profit margins.

Selling expenses increased by $46,000, or 18%, to $301,000 for the current
fiscal quarter. This increase was due primarily to an increase in outside
warehouse rental expense.

                                       14



<PAGE>


Marketing expenses increased by $27,000 to $117,000 in the fiscal 2005 period
due principally to a $20,000 increase in artwork and plates expense for new
products and the revision of current packaging to comply with new FDA rules,
which become effective in 2006.

Research and development costs, which consist principally of salary expenses and
laboratory costs, decreased to $105,000 for the thirteen weeks ended October 1,
2005 compared to $142,000 for the comparable period in 2004. This decrease was
mainly attributable to a reduction in payroll expense due to fewer employees in
the 2005 period.

General and administrative expenses increased to $426,000 for the current
quarter compared with $400,000 for the comparable period in 2004 due primarily
to an increase in professional fees and outside services.

Interest income was $3,000 for the current fiscal quarter as compared with no
interest income for the comparable period in 2004.

The decrease in income tax expense in the third quarter of 2005 to $31,000 from
$160,000 in the third quarter of 2004 reflects our reduced operating profit in
2005. The effective tax rate was relatively consistent in both periods.

Thirty-Nine Weeks Ended October 1, 2005
Compared with Thirty-Nine Weeks Ended September 25, 2004
--------------------------------------------------------

Net sales for the thirty-nine weeks ended October 1, 2005 were $13,446,000, a
decrease of $425,000, or 3%, from the sales level realized for the thirty-nine
weeks ended September 25, 2004.

The decline in sales for the thirty-nine weeks ended October 1, 2005 was caused
by several factors:

o    Loss of business in the southeastern United States and Florida in
     August and September due to problems caused by the extreme weather
     experienced by those areas and the resulting transportation problems.

o    During the transition to our new frozen dessert production and
     warehousing facilities, we were periodically out of stock of certain
     products, which resulted in a reduction in sales.

As we bring our new frozen dessert manufacturing facilities to full operational
levels and as the third quarter transportation problems abate, we anticipate
that our sales will return to at least the level of last year during the fourth
quarter of 2005.

Despite the decrease in sales, our gross profit in the current period increased
slightly by $69,000, or 2%, to $3,668,000. Our gross profit percentage also
increased slightly to 27% for the period ending October 1, 2005 compared to 26%
for the period ending September 25, 2004. In the 2005 period, we experienced
growth in sales of frozen dessert products, which have a higher gross margin
than our refrigerated and other food products. In addition, we benefited from
the price increases instituted throughout 2004, which are now in full effect.

Our cost of sales during the period continued to be adversely impacted by
significant industry-wide price increases to certain key ingredients and
packaging, due mainly to supply shortages as a result of political events in
certain foreign countries, the relatively stagnant economic situation

                                       15



<PAGE>


in the United States, and the cost of fuel. Our freight out expense for the
period ending October 1, 2005 increased slightly to $805,000 from $786,000 in
the comparable thirty-nine week period in 2004. In addition to increasing our
shipping costs, the high cost of petroleum affects the cost of many inventory
components we use, particularly plastic packaging. To offset these significant
cost increases, during 2005 we continue to, without compromising quality and
taste, replace higher cost ingredients with functionally similar items at
significant cost savings. Our co-packers have also experienced increases, and as
a result, they have increased our co-packing fees, which directly increases
costs of production.

During the fourth quarter of 2005 and the first quarter of 2006, we expect to
instituting a series of prices increases commensurate with the level of our cost
increases to help maintain our profit margins.

Selling expenses increased by 10% to $817,000 for the current thirty-nine week
period compared with $741,000 for the comparable period in 2004. This increase
was due primarily to increases in outside warehouse rental and commission
expenses.

Marketing expenses increased by $148,000 to $502,000 in the fiscal 2005 period
due principally to increases in expenses for artwork and plates of $27,000
resulting from recently introduced new packaging and new FDA-mandated changes to
existing packaging , product promotions of $18,000, point of sale materials of
$39,000 and magazine advertising of $51,000.

Research and development costs, which consist principally of salary expenses and
laboratory costs, decreased to $314,000 for the thirty-nine weeks ended October
12, 2005 compared to $371,000 for the comparable period in 2004. This decrease
was mainly attributable to a decrease in payroll expense.

General and administrative expenses increased to $1,340,000 for the current
thirty-nine week period compared with $1,222,000 for the comparable period in
2004 due primarily to an increase in payroll costs of $98,000 and professional
fees and outside services of $35,000. These cost increases were partially offset
by a reduction in travel and entertainment expenses of $25,000.

Interest income was $6,000 for the thirty-nine week period as compared with
$4,000 for the comparable period in 2004.

The decrease in income tax expense in the 2005 thirty-nine week period to
$295,000 from $392,000 in the 2004 thirty-nine week period reflects our reduced
operating profit in 2005. The effective tax rate was relatively consistent in
both periods.

Restatement of Previously Issued Financial Statements

We have historically included freight out expense as a component of selling
expenses, but we determined that such expense should be classified as a cost of
sales in measuring our gross profit. During the thirteen weeks ended October 1,
2005, our freight out expense was $266,000 as compared to $293,000 in the
thirteen weeks ended September 25, 2004. During the thirty-nine weeks ended
October 1, 2005, our freight out expense was $805,000 as compared to $786,000 in
the thirty-nine weeks ended September 25, 2004. As a result of the restatement,
our gross profit decreased to $1,020,000 and $3,668,000 in the thirteen and
thirty-nine weeks ended October 1, 2005 and decreased to $3,688,000 and
$3,599,000 in the thirteen and thirty-nine weeks ended September 25, 2004. The
restatement did not impact our operating income in either period.


                                       16

<PAGE>




The impact of the aforementioned restatement with respect to the financial
statements for the thirteen and thirty-nine weeks ended October 1, 2005 and
September 25, 2004 is summarized below:

<TABLE>
<CAPTION>
                                     Thirteen weeks ended                            Thirteen weeks ended
                                       October 1, 2005                                September 25, 2004
                        ----------------------------------------------- -----------------------------------------------
                         (Previously                          (As         (Previously                          (As
                          Reported)      (Adjustment)       restated)      Reported)      (Adjustment)       restated)
                        -------------- ----------------- -------------- ---------------- ----------------- ------------
                                                                 (in thousands)
<S>                         <C>              <C>             <C>            <C>                <C>             <C>
Cost of sales               $2,829           $266            $3,095         $3,203             $293            $3,496
                            ======           ====            ======         ======             ====            ======
Gross profit                 1,286           (266)            1,020          1,527             (293)            1,234
                             =====           ====             =====          =====             ====             =====
Selling expense                567           (266)              301            548             (293)              255
                               ===           ====             =====            ===             ====              ====
Total operating
expenses                     1,215           (266)              949          1,180             (293)              887
                             =====           ====             =====          =====             ====              ====
</TABLE>

<TABLE>
<CAPTION>
                                   Thirty-nine weeks ended                         Thirty-nine weeks ended
                                       October 1, 2005                               September 25, 2004
                        ----------------------------------------------- -----------------------------------------------
                         (Previously                          (As         (Previously                          (As
                          Reported)      (Adjustment)       restated)      Reported)      (Adjustment)       restated)
                        -------------- ----------------- -------------- ---------------- ----------------- ------------
                                                                 (in thousands)

<S>                         <C>              <C>             <C>            <C>              <C>            <C>
Cost of sales               $8,973           $805            $9,778         $9,486           $786           $10,272
                            ======           ====            ======         ======           ====           =======
Gross profit                 4,473           (805)            3,668          4,385           (786)            3,599
                             =====           ====            ======          =====           ====             =====
Selling expense              1,622           (805)              817          1,527           (786)              741
                             =====           ====              ====          =====           ====               ===
Total operating
expenses                     3,778           (805)            2,973          3,474           (786)            2,688
                             =====           ====             =====          =====           ====             =====
</TABLE>


Liquidity and Capital Resources

As of October 2, 2005, we had approximately $1.9 million in cash and equivalents
and our working capital was approximately $3.8 million as compared to $2.2
million in cash and equivalents and working capital of $3.6 million at January
1, 2005.

On March 23, 2004, our Board of Directors ratified certain purchases and brought
the aggregate number of shares subject to our repurchase program up to 1,250,000
shares. During the period December 28, 2003 through January 1, 2005, we
purchased an additional 258,000 shares at a cost of $887,000, bringing
cumulative totals at January 1, 2005 to 1,118,700 shares at a total cost of
$3,483,000 or $3.05 per share. During the thirty-nine week period ended October
1, 2005, we purchased an additional 72,200 shares at a cost of $232,000,
bringing cumulative totals through October 1, 2005 to 1,190,900 shares at a
total cost of $3,715,000 or $3.11 per share. All of the above shares were
retired to treasury, with a resultant reduction in additional paid-in capital
until exhausted and then to retained earnings.

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

                                       17



<PAGE>




Inflation and Seasonality

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

Market Risk

We invest our excess cash, should there be any, in highly rated money market
funds which are subject to changes in short-term interest rates.

Off-Balance Sheet Arrangements

None.

Contractual Obligations

As of October 1, 2005, we did not have any contractual obligations or commercial
commitments, including obligations of discontinued operations.

New Accounting Pronouncements

Accounting Changes and Error Corrections. In May 2005, the Financial Accounting
Standards Board ("FASB") issued Statement 154, "Accounting Changes and Error
Corrections--a replacement of APB Opinion No. 20 and FASB Statement No. 3," or
FAS 154. FAS 154 changes the accounting for and reporting of a change in
accounting principle. The provisions of FAS 154 require, unless impracticable,
retrospective application to prior periods' financial statements of (1) all
voluntary changes in accounting principles and (2) changes required by a new
accounting pronouncement, if a specific transition is not provided. FAS 154 also
requires that a change in depreciation, amortization, or depletion method for
long-lived, non-financial assets be accounted for as a change in accounting
estimate, which requires prospective application of the new method. FAS 154 is
effective for all accounting changes made in fiscal years beginning after
December 15, 2005.

Share-Based Payment. On December 16, 2004, the FASB issued SFAS No. 123(R),
"Share-Based Payment," which is a revision of SFAS No. 123 and supersedes APB
Opinion 25. SFAS No. 123(R) requires all share-based payments to employees,
including grants of employee stock options, to be valued at fair value on the
date of grant, and to be expensed over the applicable vesting period. Pro forma
disclosure of the income statement effects of share-based payments is no longer
an alternative. SFAS No. 123(R) is effective for all stock-based awards granted
on or after July 1, 2005. In addition, companies must also recognize
compensation expense related to any awards that are not fully vested as of the
effective date. Compensation expense for the unvested awards will be measured
based on the fair value of the awards previously calculated in developing the
pro forma disclosures in accordance with the provisions of SFAS No. 123.



                                       18

<PAGE>




We plan to adopt SFAS No. 123(R) in the first quarter of fiscal 2006. This
change in accounting is not expected to materially impact our financial
position. We have not completed the calculation of this impact. However, because
we currently account for share-based payments to our employees using the
intrinsic value method, our results of operations have not included the
recognition of compensation expense for the issuance of stock option awards.

Inventory Costs. On November 24, 2004, the FASB issued SFAS No. 151, "Inventory
Costs," which is an amendment to ARB No. 43, Chapter 4. It clarifies the
accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage). Under this Statement, these costs should
be expensed as incurred and not included in overhead. Further SFAS 151 is
effective for inventory costs incurred during fiscal years beginning after June
15, 2005. Our management believes that the adoption of this statement will not
have a material effect on the consolidated financial statements.

Risk Factors

Investing in our common stock involves a high degree of risk and uncertainty.
You should carefully consider the risks and uncertainties described below in
addition to the Risk Factors contained in our Annual Report on Form 10-KSB for
the fiscal year ended January 1, 2005 before investing in our common stock. If
any of the following risks actually occurs, our business, prospects, financial
condition and results of operations could be harmed. In that case, the value of
our common stock could decline, and you could lose all or part of your
investment.

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

Dependence on Key Customers. During the thirty-nine week period ended October 1,
2005, Trader Joe's, a West Coast based health food supermarket chain, and Eskimo
Pie, our East Coast frozen dessert distributor, accounted for 20% and 10% of our
net sales, respectively. The loss of a substantial portion of our sales to
either of these customers would have a material adverse affect on our company.

Dependence on Key Suppliers. During the thirty-nine week period ended October 1,
2005 we purchased approximately 59% and 15% of our finished goods from Kemps
Foods and Franklin Foods, respectively. Although we believe that there will be
no problem in continuing to obtain these finished goods from these companies or
alternative sources in the future, any disruption in supply could have a
material adverse affect on our company.

Reliance on a Limited Number of Key Personnel. Our success is significantly
dependent on the services of David Mintz (age 74), Chief Executive Officer and
Steven Kass (age 54), Chief Financial Officer. The loss of the services of
either of these persons could have a material adverse effect on our business.

Control of the Company. Our Chairman of the Board and Chief Executive Officer,
David Mintz, holds 2,630,440 shares of common stock representing approximately
47% of the outstanding

                                       19



<PAGE>


shares, permitting him as a practical matter to elect all members of the Board
of Directors and thereby effectively control the business, policies and
management of our company.

Item 3.  Controls and Procedures

Our management, including our chief executive officer and chief financial
officer, evaluated the effectiveness of our disclosure controls and procedures
(as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered
by this quarterly report on Form 10-QSB. Based upon that evaluation, our chief
executive officer and chief financial officer have concluded that, as of such
date, our disclosure controls and procedures were effective to ensure that
information required to be disclosed by our company in reports that we file or
submit under the U.S. Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms and that such information
was made known to them by others within the company, as appropriate to allow
timely decisions regarding required disclosure.

Changes in Internal Controls Over Financial Reporting

In connection with the evaluation of the Company's internal controls as of the
end of the period covered by this quarterly report, our chief executive officer
and chief financial officer have determined that there were no changes to our
internal controls over financial reporting that have materially affected, or are
reasonably likely to materially effect, the Company's internal controls over
financial reporting.

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

Section 404 of the Sarbanes-Oxley Act requires our management to provide an
assessment of the effectiveness of our company's internal control over financial
reporting as of the end of the fiscal year 2007. Our company is in the process
of performing the system and process documentation, evaluation and testing
necessary to make its assessment. Our company has not completed this process or
its assessment. In the process of evaluation and testing, we may identify
deficiencies that will require remediation.

                                       20


<PAGE>


                           PART II - OTHER INFORMATION

                               TOFUTTI BRANDS INC.


Item 1. Legal Proceedings

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

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.



                                       21



<PAGE>


Item 6. Exhibits

(a)      Exhibits

3.1       Certificate of Incorporation, as amended through February 1986.(1)

3.1.1     March 1986 Amendment to Certificate of Incorporation.(2)

3.1.2     June 1993 Amendment to Certificate of Incorporation.(3)

3.2       By-laws.(1)

4.1       Copy of the Registrant's Amended 1993 Stock Option Plan.(4)

4.2       Tofutti Brands Inc. 2004 Non-Employee Directors' Stock Option Plan.(5)

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

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

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

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

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

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

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

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

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


                                       22

<PAGE>




                                   SIGNATURES

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

                                         TOFUTTI BRANDS INC.
                                             (Registrant)



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



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

Date: March 21, 2006


                                       23