|                                  
|----------------------------------
|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 April 2, 2011
|  |                                                                                                                                       
|o | 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 o


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 (§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 o    No o


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 o                   |  | Accelerated
 filer o        
|                                             |  |                             
|Non-accelerated
 filer o                     |  | Smaller
 reporting company x
|(Do
 not check if smaller reporting company) |  |                             

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


Yes o   No x


As of May 16, 2011 the Registrant had 5,176,678 shares of Common Stock, par value $0.01, outstanding.

---



TOFUTTI BRANDS INC.

INDEX

|                                |           |                                                                                                                  |  |     
|------------------------------- | --------- | ---------------------------------------------------------------------------------------------------------------- |  | ----
|                                |           |                                                                                                                  |  | Page
|                                |           |                                                                                                                  |  |     
|                                |           |                                                                                                                  |  |     
|Part I - Financial Information: |           | 3                                                                                                               
|                                |           |                                                                                                                  |  |     
|                                | Item
 1.  | Financial
 Statements                                                                                            |  | 3   
|                                |           |                                                                                                                  |  |     
|                                |           | Condensed
 Balance Sheets  April 2, 2011 (Unaudited) and January 1, 2011                                        |  | 3   
|                                |           |                                                                                                                  |  |     
|                                |           | Condensed
 Statements of Income - (Unaudited) - Thirteen Week Periods ended April 2,
 2011 and April 3, 2010     |  | 4   
|                                |           |                                                                                                                  |  |     
|                                |           | Condensed
 Statements of Cash Flows - (Unaudited) - Thirteen Week Periods ended April 2,
 2011 and April 3, 2010 |  | 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                                                      |  | 12  
|                                |           |                                                                                                                  |  |     
|                                | Item
 4.  | Controls
 and Procedures                                                                                         |  | 12  
|                                |           |                                                                                                                  |  |     
|Part II - Other Information:   
|                                |           |                                                                                                                  |  |     
|                                | Item 1.   | Legal
 Proceedings                                                                                               |  | 14  
|                                |           |                                                                                                                  |  |     
|                                | Item
 1A. | Risk
 Factors                                                                                                    |  | 14  
|                                |           |                                                                                                                  |  |     
|                                | Item
 2.  | Unregistered
 Sales of Equity Securities and Use of Proceeds                                                     |  | 14  
|                                |           |                                                                                                                  |  |     
|                                | Item
 3.  | Defaults
 Upon Senior Securities                                                                                 |  | 14  
|                                |           |                                                                                                                  |  |     
|                                | Item
 4.  | (Removed
 and Reserved)                                                                                          |  | 14  
|                                |           |                                                                                                                  |  |     
|                                | Item
 5.  | Other
 Information                                                                                               |  | 14  
|                                |           |                                                                                                                  |  |     
|                                | Item
 6.  | Exhibits                                                                                                         |  | 14  
|                                |           |                                                                                                                  |  |     
|                                |           | Signatures                                                                                                       |  | 15  

2

---



PART I - FINANCIAL INFORMATION

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

TOFUTTI BRANDS INC.
Condensed Balance Sheets
(in thousands, except share and per share figures)

|                                                                                                                                                                          |  |                |       |                   |   |       | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----- | ----------------- | - | ----- | 
|                                                                                                                                                                          |  | April 2,
 2011 |       | January 1,
 2011* |  
|                                                                                                                                                                          |  |                |       |                   |  
|                                                                                                                                                                          |  | (unaudited)    |       |                   |  
|Assets                                                                                                                                                                    |  |                |       |                   |   |       | 
|Current assets:                                                                                                                                                           |  |                |       |                   |   |       | 
|Cash and cash equivalents                                                                                                                                                 |  | $              | 1,652 |                   | $ | 2,528 | 
|Accounts receivable, net of allowance for doubtful accounts and sales
 promotions of $335 and $320, respectively                                                          |  |                | 1,768 |                   |   | 1,338 | 
|Inventories                                                                                                                                                               |  |                | 1,644 |                   |   | 1,697 | 
|Prepaid expenses                                                                                                                                                          |  |                | 32    |                   |   | 16    | 
|Refundable income taxes                                                                                                                                                   |  |                | 180   |                   |   |      | 
|Deferred income taxes                                                                                                                                                     |  |                | 186   |                   |   | 186   | 
|                                                                                                                                                                          |  |                |       |                   |   |       | 
|Total
 current assets                                                                                                                                                     |  |                | 5,462 |                   |   | 5,765 | 
|                                                                                                                                                                          |  |                |       |                   |   |       | 
|                                                                                                                                                                          |  |                |       |                   |   |       | 
|Fixed assets, net of accumulated amortization of $40 and $38                                                                                                              |  |                | 8     |                   |   | 10    | 
|Other assets                                                                                                                                                              |  |                | 16    |                   |   | 16    | 
|                                                                                                                                                                          |  |                |       |                   |   |       | 
|                                                                                                                                                                          |  | $              | 5,486 |                   | $ | 5,791 | 
|                                                                                                                                                                          |  |                |       |                   |   |       | 
|                                                                                                                                                                          |  |                |       |                   |   |       | 
|Liabilities and Stockholders Equity                                                                                                                                      |  |                |       |                   |   |       | 
|Current liabilities:                                                                                                                                                      |  |                |       |                   |   |       | 
|Accounts payable                                                                                                                                                          |  | $              | 507   |                   | $ | 260   | 
|Accrued expenses                                                                                                                                                          |  |                | 473   |                   |   | 585   | 
|Accrued officers compensation                                                                                                                                            |  |                | 125   |                   |   | 500   | 
|                                                                                                                                                                          |  |                |       |                   |   |       | 
|Total
 current liabilities                                                                                                                                                |  |                | 1,105 |                   |   | 1,345 | 
|                                                                                                                                                                          |  |                |       |                   |   |       | 
|                                                                                                                                                                          |  |                |       |                   |   |       | 
|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 April 2, 2011 and
 5,176,678 shares at January 1, 2011 |  |                | 52    |                   |   | 52    | 
|Additional paid-in capital                                                                                                                                                |  |                | 7     |                   |   | 7     | 
|Retained earnings                                                                                                                                                         |  |                | 4,322 |                   |   | 4,387 | 
|                                                                                                                                                                          |  |                |       |                   |   |       | 
|Total
 stockholders equity                                                                                                                                               |  |                | 4,381 |                   |   | 4,446 | 
|                                                                                                                                                                          |  |                |       |                   |   |       | 
|Total
 liabilities and stockholders equity                                                                                                                               |  | $              | 5,486 |                   | $ | 5,791 | 
|                                                                                                                                                                          |  |                |       |                   |   |       | 

|  |                                             
|- | --------------------------------------------
|* | Derived from audited
 financial information.

See accompanying notes to condensed financial statements.

3

---



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

|                                            |  |                                       |       |                                       |   |       | 
|------------------------------------------- |  | ------------------------------------- | ----- | ------------------------------------- | - | ----- | 
|                                            |  | Thirteen
 weeks
 ended
 April 2, 2011 |       | Thirteen
 weeks
 ended
 April 3, 2010 |  
|                                            |  |                                       |       |                                       |  
|                                            |  |                                       |       |                                       |   |       | 
|Net sales                                   |  | $                                     | 4,005 |                                       | $ | 4,592 | 
|Cost of sales                               |  |                                       | 2,922 |                                       |   | 2,978 | 
|                                            |  |                                       |       |                                       |   |       | 
|Gross
 profit                               |  |                                       | 1,083 |                                       |   | 1,614 | 
|                                            |  |                                       |       |                                       |   |       | 
|                                            |  |                                       |       |                                       |   |       | 
|Operating expenses:                         |  |                                       |       |                                       |   |       | 
|Selling                                     |  |                                       | 374   |                                       |   | 354   | 
|Marketing                                   |  |                                       | 137   |                                       |   | 133   | 
|Research and development                    |  |                                       | 150   |                                       |   | 141   | 
|General and administrative                  |  |                                       | 533   |                                       |   | 511   | 
|                                            |  |                                       |       |                                       |   |       | 
|                                            |  |                                       | 1,194 |                                       |   | 1,139 | 
|                                            |  |                                       |       |                                       |   |       | 
|                                            |  |                                       |       |                                       |   |       | 
|Income (loss)
    before income taxes       |  |                                       | (111  | )                                     |   | 475   | 
|                                            |  |                                       |       |                                       |   |       | 
|Income tax expense (benefit)                |  |                                       | (45   | )                                     |   | 200   | 
|                                            |  |                                       |       |                                       |   |       | 
|                                            |  |                                       |       |                                       |   |       | 
|Net income (loss)                           |  | $                                     | (66   | )                                     | $ | 275   | 
|                                            |  |                                       |       |                                       |   |       | 
|                                            |  |                                       |       |                                       |   |       | 
|Weighted average common shares outstanding: |  |                                       |       |                                       |   |       | 
|Basic                                       |  |                                       | 5,177 |                                       |   | 5,177 | 
|                                            |  |                                       |       |                                       |   |       | 
|Diluted                                     |  |                                       | 5,177 |                                       |   | 5,177 | 
|                                            |  |                                       |       |                                       |   |       | 
|                                            |  |                                       |       |                                       |   |       | 
|Net income (loss) per common share:         |  |                                       |       |                                       |   |       | 
|Basic                                       |  | $                                     | (0.01 | )                                     | $ | 0.05  | 
|                                            |  |                                       |       |                                       |   |       | 
|Diluted                                     |  | $                                     | (0.01 | )                                     | $ | 0.05  | 
|                                            |  |                                       |       |                                       |   |       | 

See accompanying notes to condensed financial statements.

4

---



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

|                                                           |  |                                       |       |                                       |   |       | 
|---------------------------------------------------------- |  | ------------------------------------- | ----- | ------------------------------------- | - | ----- | 
|                                                           |  | Thirteen
 weeks
 ended
 April 2, 2011 |       | Thirteen
 weeks
 ended
 April 3, 2010 |  
|                                                           |  |                                       |       |                                       |  
|                                                           |  |                                       |       |                                       |  
|Cash flows provided by (used in) operating activities, net |  | $                                     | (876  | )                                     | $ | 358   | 
|                                                           |  |                                       |       |                                       |   |       | 
|Net
     increase (decrease) in cash and cash equivalents  |  |                                       | (876  | )                                     |   | 358   | 
|                                                           |  |                                       |       |                                       |   |       | 
|Cash and cash equivalents
 at beginning of period          |  |                                       | 2,528 |                                       |   | 1,413 | 
|                                                           |  |                                       |       |                                       |   |       | 
|                                                           |  |                                       |       |                                       |   |       | 
|Cash and cash equivalents
 at end of period                |  | $                                     | 1,652 |                                       | $ | 1,771 | 
|                                                           |  |                                       |       |                                       |   |       | 
|                                                           |  |                                       |       |                                       |   |       | 
|Supplemental cash flow
 information:                       |  |                                       |       |                                       |   |       | 
|Income taxes paid                                          |  | $                                     | 312   |                                       | $ | 5     | 
|                                                           |  |                                       |       |                                       |   |       | 

See accompanying notes to condensed financial statements.

5

---



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 January 1, 2011 have
 been derived from our audited financial statements for the year ended January
 1, 2011. The financial information should be read in conjunction with the
 audited financial statements and notes thereto for the year ended January 1,
 2011 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 April 2, 2011 are not necessarily indicative of
 the results to be expected for the full year.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Out-of-Period
 Amounts: In the thirteen weeks ended July 3, 2010, the Company identified
 accounting errors in its Condensed Financial Statements for the thirteen
 weeks ended April 3, 2010. To correct such errors, the Company recorded a
 $148 reduction in net sales and a $55 reduction in cost of sales in the
 Condensed Statement of Operations for the thirteen weeks ended July 3, 2010.
 The after-tax impact of recording this adjustment was a $56 reduction in net
 income, or $0.01 per share. The Company determined that the errors were not
 material to the financial statements in the period in which they originated
 and, accordingly, a restatement of the financial statements for the thirteen
 weeks ended April 3, 2010 was not necessary. The Company also determined that
 the impact of correcting the errors in the current period was not material to
 its financial statements for the period ended July 3, 2010. The Company
 evaluated the relevant internal controls over financial reporting in light of
 the deficiencies in internal controls noted and did not identify any
 additional material weakness in internal control over financial reporting.    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | The Company
 operates on a fiscal year which ends on the Saturday closest to December
 31st.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

Note 3: Recent Accounting Pronouncements

| |                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | There have
 been no recent accounting pronouncements or changes in accounting
 pronouncements during the thirteen weeks ended April 2, 2011, as compared to
 the recent accounting pronouncements described in the Companys Annual Report
 on Form 10-K for the fiscal year ended January 1, 2011, that are of material
 significance, or have potential material significance, to the Company.

6

---



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

Note 4: Inventories

| |                                               
| | ----------------------------------------------
| | The
 composition of inventories is as follows:

|                             |  |                |       |                  |   |       | 
|---------------------------- |  | -------------- | ----- | ---------------- | - | ----- | 
|                             |  | April 2,
 2011 |       | January 1,
 2011 |  
|                             |  |                |       |                  |  
|                            
|Finished
 products           |  | $              | 1,050 |                  | $ | 1,236 | 
|Raw
 materials and packaging |  |                | 594   |                  |   | 461   | 
|                             |  |                |       |                  |   |       | 
|                             |  | $              | 1,644 |                  | $ | 1,697 | 
|                             |  |                |       |                  |   |       | 

Note 5: Income Taxes

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

Note 6: Market Risk

| |                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We invest
 our excess cash, should there be any, in bank certificates of deposit and
 high rated money market funds. The bank certificate of deposits are usually
 for a term of not more than six months and never for more than $250 per
 institution.

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 for the period ended April 3, 2010 has been computed by dividing
 net income by the weighted average number of common shares outstanding and
 common stock equivalents, which include options outstanding during the same
 period. Not included in the calculation for each period were 51,000 non-qualified options granted to
 directors, that were antidilutive because the average market price of our
 common stock for the thirteen week periods ended April 2, 2011 and April 3,
 2010, respectively, was less than the exercise price of any of these options.

7

---



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

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

|                                                                  |  |                                      |       |                                      |   |       | 
|----------------------------------------------------------------- |  | ------------------------------------ | ----- | ------------------------------------ | - | ----- | 
|                                                                  |  | Thirteen Weeks
 Ended
 April 2, 2011 |       | Thirteen Weeks
 Ended
 April 3, 2010 |  
|                                                                  |  |                                      |       |                                      |  
|Numerator                                                         |  |                                      |       |                                      |   |       | 
|Net
     income (loss)-basic and diluted                          |  | $                                    | (66   | )                                    | $ | 275   | 
|                                                                  |  |                                      |       |                                      |   |       | 
|Denominator                                                       |  |                                      |       |                                      |   |       | 
|Denominator for basic earnings per share
 weighted average shares |  |                                      | 5,177 |                                      |   | 5,177 | 
|Effect of dilutive securities stock options                       |  |                                      |      |                                      |   |      | 
|                                                                  |  |                                      |       |                                      |   |       | 
|Denominator for diluted earnings per share                        |  |                                      | 5,177 |                                      |   | 5,177 | 
|                                                                  |  |                                      |       |                                      |   |       | 
|                                                                  |  |                                      |       |                                      |   |       | 
|Earnings (loss) per share                                         |  |                                      |       |                                      |   |       | 
|Basic                                                             |  | $                                    | (0.01 | )                                    | $ | 0.05  | 
|                                                                  |  |                                      |       |                                      |   |       | 
|Diluted                                                           |  | $                                    | (0.01 | )                                    | $ | 0.05  | 
|                                                                  |  |                                      |       |                                      |   |       | 

8

---



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
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

9

---



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 bad debt expense
account. We do not accrue interest on accounts receivable past due.

Inventory.Inventory
is stated at lower of cost or market determined by first in first out (FIFO)
method. Inventories in excess of future demand are written down and charged to
the provision for inventories. At the point of which loss is recognized, a new,
lower cost basis for that inventory is established and subsequent changes in
facts and circumstances do not result in the restoration or increase in the
newly established cost basis.

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. We will recognize a
tax benefit in the financial statements for an uncertain tax position only if
managements assessment is that the position is more likely than not (i.e., a
likelihood greater than 50 percent) to be allowed by the tax jurisdiction based
solely on the technical merits of the position. The term tax position refers
to a position in a previously filed tax return or a position expected to be
taken in a future tax return that is reflected in measuring current or deferred
income tax assets and liabilities for financial reporting purposes. Our federal and state tax returns
are open to examination for the years 2007 through 2010.

Results of Operations

Thirteen Weeks Ended April 2, 2011 Compared with Thirteen Weeks Ended
April 3, 2010

Net sales for
the thirteen weeks ended April 2, 2011 were $4,005,000, a decrease of $587,000,
or 13%, from the sales level realized for the thirteen weeks ended April 3,
2010. This decrease can be attributed to a reduction of $450,000 in our sales
to Trader Joes, our largest account, in the thirteen weeks ended April
2, 2011 compared to the comparable period in 2010. The timing of orders from
Trader Joes varies from year to year, which can have a significant impact
on a comparative analysis. Our overall sales, especially frozen desserts, were
also negatively impacted by severe winter weather throughout much of the country
during the first quarter of 2011. In addition, as previously disclosed, we had
a reporting error for the thirteen weeks ended April 3, 2010, which was
corrected in our Form 10-Q for the thirteen weeks ended July 3, 2010 and if the
reduction of sales of $148,000 had factored in the out of period adjustment for
the thirteen weeks ended April 3, 2010, then the decrease in sales from the
thirteen weeks ended April 3, 2010 to the thirteen weeks ended April 2, 2011
would have been $439,000 or 10%.

Our gross
profit decreased to $1,083,000 in the period ended April 2, 2011 from
$1,614,000 in the period ended April 3, 2010 due to the significant reduction
in sales. Our gross profit percentage was 27% for the period ending April 2,
2011 compared to 35% for the period ending April 3, 2010. The decline in our
gross profit percentage was due primarily to the reduction in sales to Trader
Joes, which is a higher margin business. Additionally, increased costs for
packaging and ingredients reduced our margin as well. Freight out expense, a
significant part of our cost of sales, increased by $2,000, or 1%, to $229,000
for the thirteen weeks ended April 2, 2011 compared with $227,000 for the
thirteen weeks ended April 3, 2010. However, as a percentage of sales, freight
out expense increased to 6% in the 2011 thirteen week period compared to 5% for
the 2010 thirteen week period. We expect freight out expense to continue at a
higher level in 2011 due to the increased cost of oil, which will also
negatively impact our packaging costs. We have already instituted a series of
price increases which will become effective at various times in the second and
third quarters of this year. These increases will range from 5% to 10%,
depending on the product category. As previously reported, we had a reporting
error of a reduction of $93,000 in gross

10

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profit for the
period ended April 3, 2010, which was corrected in our Form 10Q for the
thirteen weeks ended July 3, 2010. If this reduction in gross profit had
factored in the out of period adjustment for the thirteen weeks ended April 3,
2010, the gross profit for the thirteen weeks ended April 3, 2010 would have
been $1,521,000 with a gross profit percentage of 34%.

Selling
expenses increased by $20,000 to $374,000 for the current fiscal quarter
compared with $354,000 for the comparable period in 2010. This increase was due
principally to meeting and convention expense of $21,000, messenger costs of
$7,000, auto and travel expense of $11,000, offset by a decrease in commission
expense of $19,000. We anticipate that the current periods selling expenses
will continue on the same level or slightly lower for the balance of 2011.

Marketing
expenses increased by $4,000 to $137,000 in the fiscal 2011 period due principally
to an increase in promotion expense of $27,000, which was offset by a reduction
in newspaper advertising expense of $17,000 and artwork and plate expense of
$6,000. We anticipate that the current periods marketing expenses will
continue on the same level for the balance of 2011.

Research and
development costs, which consist principally of salary expenses and laboratory
costs, increased by $9,000 to $150,000 for the thirteen weeks ended April 2,
2011 from $141,000 for the comparable period in 2010 due to an increase in lab
costs and supplies of $10,000.

General and
administrative expenses increased by $22,000 to $533,000 for the thirteen weeks
ended April 2, 2011 compared with $511,000 for the comparable period in 2010
due to increases in building maintenance and repair expense of $9,000, IT
expense of $7,000 and outside public relations expense of $4,000. We anticipate
that the current periods general and administrative expenses will continue on
the same level, or increase slightly, for the balance of 2011.

In the
thirteen weeks ended April 2, 2011 we had an income tax benefit of $45,000, or
41% of income before taxes, compared to income tax expense of $200,000, or 42%
of taxable income, in the thirteen weeks ended April 3, 2010. This reflects our
net loss for the thirteen weeks ended April 2, 2011.

Liquidity and Capital Resources

As of April 2,
2011, we had approximately $1.7 million in cash and cash equivalents and our
working capital was approximately $4.4 million, which was consistent with our
working capital at January 1, 2011.

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

|                                                     |  |                                    |          |                                    |   |         | 
|---------------------------------------------------- |  | ---------------------------------- | -------- | ---------------------------------- | - | ------- | 
|                                                     |  | Thirteen Weeks ended April 2, 2011 |          | Thirteen Weeks ended April 3, 2010 |  
|                                                     |  |                                    |          |                                    |  
|Net cash
 provided (used in) by operating activities |  | $                                  | (876,000 | )                                  | $ | 358,000 | 
|Net change
 in cash and cash equivalents             |  | $                                  | (876,000 | )                                  | $ | 358,000 | 
|                                                     |  |                                    |          |                                    |   |         | 

The decrease
in our net cash flows provided by operating activities was the result of the
net loss and an increase in accounts receivable. During the thirteen weeks
ending April 2, 2011, we paid bonuses to management of $500,000 and paid income
taxes of $312,000. We believe that we will be able to fund our operations
during the next twelve months with cash generated from operations. We believe
that these sources will be sufficient to meet our operating and capital
requirements during the next twelve months.

11

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Our Board of
Directors first instituted a share repurchase program in September 2000 and has
to date authorized the repurchase of 2,200,000 shares of our common stock at
prevailing market prices. As of April 2, 2011, we had repurchased 1,818,889
shares at a total cost of $5,294,000, or an average price of $2.91 per share.
We have not repurchased any additional shares since the period ended March 28,
2009 in order to conserve our cash position.

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 April 2,
2011, we did not have any contractual obligations or commercial commitments,
including obligations relating to discontinued operations.

Recent Accounting Pronouncements

See Note 3 to
the unaudited condensed consolidated financial statements included in Part I,
Item 1, Financial Statements,
of this Quarterly Report on Form 10-Q.

|        |                                                           
|------- | ----------------------------------------------------------
|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 4. | Controls and Procedures

Evaluation of Disclosure Controls and
Procedures. As of April 2, 2011, 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 April 2, 2011.

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

12

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reports is
accumulated and communicated to our management, including our chief executive
officer and principal financial officer, as appropriate to allow timely
decisions regarding disclosure. Internal Controls are procedures which are
designed with the objective of providing reasonable assurance that (1) our
transactions are properly authorized; (2) our assets are safeguarded against
unauthorized or improper use; and (3) our transactions are properly recorded
and reported, all to permit the preparation of our financial statements in
conformity with generally accepted accounting principles.

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

Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

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 April 2, 2011 because of the
following material weaknesses in internal controls over financial reporting:

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

We are seeking
ways to remediate these weaknesses, which stem from our small workforce, which
consisted of eight employees at April 2, 2011, that will not require us to hire
additional personnel.

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.

13

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PART II - OTHER INFORMATION

|                                                                                                                                                      |                                                                                                                                                     
|----------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|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 January 1, 2011.
|                                                                                                                                                      |                                                                                                                                                     
|Item 2.                                                                                                                                               | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                         
|                                                                                                                                                      |                                                                                                                                                     
|                                                                                                                                                      | None.                                                                                                                                               
|                                                                                                                                                      |                                                                                                                                                     
|Item 3.                                                                                                                                               | Default Upon Senior Securities                                                                                                                      
|                                                                                                                                                      |                                                                                                                                                     
|                                                                                                                                                      | None.                                                                                                                                               
|                                                                                                                                                      |                                                                                                                                                     
|Item 4.                                                                                                                                               | Removed and Reserved                                                                                                                                
|                                                                                                                                                      |                                                                                                                                                     
|                                                                                                                                                      | None.                                                                                                                                               
|                                                                                                                                                      |                                                                                                                                                     
|Item 5.                                                                                                                                               | Other Information                                                                                                                                   
|                                                                                                                                                      |                                                                                                                                                     
|                                                                                                                                                      | None.                                                                                                                                               
|                                                                                                                                                      |                                                                                                                                                     
|Item 6.                                                                                                                                               | Exhibits                                                                                                                                            
|                                                                                                                                                      |                                                                                                                                                     
|31.1                                                                                                                                                  | Certification by Chief Executive Officer pursuant to Rule 13a-14(a)
 and Rule 15d-14(a) of the Securities Exchange Act, as amended.                 
|                                                                                                                                                      |                                                                                                                                                     
|31.2                                                                                                                                                  | Certification by Chief Financial Officer pursuant to Rule 13a-14(a)
 and Rule 15d-14(a) of the Securities Exchange Act, as amended.                 
|                                                                                                                                                      |                                                                                                                                                     
|32.1                                                                                                                                                  | Certification by Chief Executive Officer Pursuant to 18 U.S.C.
 Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
 2002.
|                                                                                                                                                      |                                                                                                                                                     
|32.2                                                                                                                                                  | Certification by Chief Financial Officer Pursuant to 18 U.S.C.
 Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
 2002.

14

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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
 17, 2011

15

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