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

                                   FORM 10-QSB

 X    Quarterly report under Section 13 or 15(d) of the Securities  Exchange Act
---   of 1934 for the quarterly period ended September 25, 2004

      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 5, 2004 the  Issuer had 5,636,867 shares of Common Stock,
par value $.01, outstanding.

     Transitional Small Business Disclosure Format (check one):

                                   Yes__ No X



<PAGE>
                               TOFUTTI BRANDS INC.

                                      INDEX


                                                                            Page
                                                                            ----

Part I - Financial Information:

        Item 1.   Condensed Balance Sheets - September 25, 2004
                  (Unaudited) and December 27, 2003 (Audited)                  3

                        Condensed Statements of Income -
                        (Unaudited) - Thirteen and Thirty-nine week periods
                        ended September 25, 2004   and September 27, 2003      4

                        Condensed Statements of Cash Flows -
                        (Unaudited) - Thirty-nine week periods ended September
                        25, 2004 and September 27, 2003                        5

                        Notes to Condensed Financial Statements -
                        (Unaudited)                                            6

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

        Item 3.   Controls and Procedures                                     16

Part II - Other Information:

        Item 2.   Legal Proceedings                                           17

        Item 4.   Submission of Matters to a Vote of Shareholders             17

        Item 6.   Exhibits and Reports on Form 8-K                            17

                  Signatures                                                  19

                                        2

<PAGE>





                         PART I - FINANCIAL INFORMATION
Item 1.
                               TOFUTTI BRANDS INC.
                            Condensed Balance Sheets
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                 September 25,     December 27,
                                                                     2004              2003
                                                                  (Unaudited)        (Audited)
                                                                  -----------        ---------
  <S>                                                               <C>                <C>
   Assets
   Current assets:
       Cash and equivalents                                         $2,163             $2,557
       Accounts receivable (net of allowance
           for doubtful accounts of $201 and $149, respectively)     1,566              1,508
       Inventories                                                     580                774
       Prepaid expenses                                                 18                 --
       Prepaid income taxes                                             88                 55
       Deferred income taxes                                           258                220
                                                                   -------                ---
                  Total current assets                               4,673              5,114
       Fixed assets(net of accumulated amortization
           of $8 and $5, respectively)                                  40                 43
   Other assets                                                         16                 16
                                                                    ------                ---
                  Total assets                                      $4,729             $5,173
                                                                    ======             ======

   Liabilities and Stockholders' Equity
   Current liabilities:
       Accounts payable and accrued expenses                        $1,036               $471
       Accrued officers' compensation                                   --                500
       Income taxes payable                                            105                105
                                                                    ------                ---
                  Total current liabilities                          1,141              1,076
                                                                    ------              -----

   Commitments and contingency                                          --                 --

   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 5,636,867 shares at September 25, 2004
           and 5,709,867 shares at December 27, 2003                    56                 57
       Additional paid-in capital                                      162              1,193
       Accumulated earnings                                          3,370              2,847
                                                                    ------              -----
                  Total stockholders' equity                         3,588              4,097
                                                                    ------              =====
                  Total liabilities and stockholders' equity        $4,729             $5,173
                                                                    ======             ======
</TABLE>

            See accompanying notes to condensed financial statements.

                                       3

<PAGE>





                              TOFUTTI BRANDS, INC.
                         Condensed Statements of Income
                                   (Unaudited)
                    (in thousands, except per share figures)
<TABLE>
<CAPTION>
                                       Thirteen         Thirteen        Thirty-nine       Thirty-nine
                                      weeks ended      weeks ended      weeks ended       weeks ended
                                    Sept. 25, 2004   Sept. 27, 2003    Sept. 25, 2004   Sept. 27, 2003
                                    --------------   --------------    --------------   --------------
<S>                                     <C>               <C>            <C>                <C>
Net sales                               $4,730            $4,960         $13,871            $14,555
Cost of sales                            3,203             3,493           9,486              9,844
                                         -----             -----           -----              -----
        Gross profit                     1,527             1,467           4,385              4,711
                                         -----             -----           -----              -----

Operating expenses:
   Selling                                 548               549           1,527              1,532
   Marketing                                90               137             354                513
   Research and development                142               156             371                398
   General and administrative              400               356           1,222              1,093
                                         -----             -----           -----              -----
                                         1,180             1,198           3,474              3,536
                                         -----             -----           -----              -----

Operating income                           347               269             911              1,175
Interest income                             --                 1               4                  6
                                           ---               ---             ---              -----
Income before income taxes                 347               270             915              1,181
Income taxes                               160               112             392                489
                                          ----              ----             ---                ---
Net income                                $187              $158            $523               $692
                                          ====              ====            ====               ====
Weighted average common
   shares outstanding:
        Basic                            5,637             5,714           5,700              5,757
                                         =====             =====           =====              =====
        Diluted                          6,204             6,761           6,281              6,753
                                         =====             =====           =====              =====
Net income per share:
        Basic                            $0.03             $0.03           $0.09              $0.12
                                         =====             =====           =====              =====
        Diluted                          $0.03             $0.02           $0.08              $0.10
                                         =====             =====           =====              =====
</TABLE>


            See accompanying notes to condensed financial statements.

                                       4

<PAGE>




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

<TABLE>
<CAPTION>
                                                                      Thirty-nine        Thirty-nine
                                                                         weeks              weeks
                                                                         ended              ended
                                                                    Sept. 25, 2004     Sept. 27, 2003
                                                                    --------------     --------------
         <S>                                                            <C>                <C>
         Cash flows from operating activities, net                      $   638            $  632

         Cash flows from investing activities                                --               (48)

         Cash flows from financing activities, net                       (1,032)             (487)
                                                                         ------              ----
               Net change in cash and equivalents                          (394)               97

         Cash and equivalents at beginning of period                      2,557             2,234
                                                                          -----             -----

         Cash and equivalents at end of period                           $2,163             2,331
                                                                         ======             =====

         Supplemental cash flow information:
                    Income taxes paid                                      $425            $  318
                                                                           ====            ======

</TABLE>










            See accompanying notes to condensed financial statements.

                                        5

<PAGE>





                               TOFUTTI BRANDS INC.
                     Notes to Condensed Financial Statements
                                   (Unaudited)
                                 (in thousands)


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 financial information should be
        read in conjunction with the audited financial statements and notes
        thereto for the year ended December 27, 2003 included in the Company's
        Annual Report on Form 10-KSB filed with the Securities and Exchange
        Commission. The results of operations for the thirteen and thirty-nine
        week periods ended September 25, 2004 are not necessarily indicative of
        the results to be expected for the full year.

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

Note 3:  Inventories

        The composition of inventories is as follows:

                                                      September 25, December 27,
                                                          2004         2003
                                                          ----         ----

                 Finished products                       $400          $532
                 Raw materials and packaging              180           242
                                                          ---           ---
                                                         $580          $774
                                                         ====          ====



                                        6

<PAGE>





                               TOFUTTI BRANDS INC.
               Notes to Condensed Financial Statements (continued)
                                   (Unaudited)
                                 (in thousands)

Note 4:  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 5: 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.


        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
                                                Sept. 25, 2004   Sept. 27, 2003   Sept. 25, 2004   Sept. 27, 2003
                                                --------------   --------------   --------------   --------------
<S>                                               <C>                <C>               <C>            <C>
Numerator
   Net income-basic . . . . . . . . . . . . .     $ 187              $ 158             $ 523          $ 692
                                                  =====              =====             =====          =====
Denominator
   Denominator for basic earnings per share
       Weighted average shares  . . . . . . .     5,637              5,714             5,700          5,757
Effect of dilutive securities
        Stock options . . . . . . . . . . . .       567              1,047               581            996
                                                    ---              -----             -----            ---
   Denominator for diluted earnings per share     6,204              6,761             6,281          6,753
                                                  -----              -----             -----          -----
   Earnings per share
        Basic . . . . . . . . . . . . . . . .     $0.03              $0.03             $0.09          $0.12
                                                  =====              =====             =====          =====
        Diluted . . . . . . . . . . . . . . .     $0.03              $0.02             $0.08          $0.10
                                                  =====              =====             =====          =====
</TABLE>



                                        7

<PAGE>


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


Note 6: Stock-Based Compensation

        The Company applies Accounting Principles Board Opinion No. 25,
        "Accounting for Stock Issued to Employees," and related Interpretations
        in accounting for its stock plans. Accordingly, no compensation expense
        has been recognized under its stock-based compensation plans. Equity
        securities issued to non-employees, if and when issued, are accounted
        for at fair market value. Further, the Company has adopted the
        disclosure-only provisions of SFAS No. 123, "Accounting for Stock-Based
        Compensation."

        In December 2002, the FASB issued SFAS No. 148, "Accounting for
        Stock-Based Compensation - Transition and Disclosure," amending SFAS No.
        123, "Accounting for Stock-Based Compensation." SFAS 148 provides
        alternative methods of transition for a voluntary change to the fair
        market value of accounting for stock-based employee compensation and
        amends prior disclosure guidance. SFAS 148 also requires prominent
        disclosures in both annual and interim financial statements about the
        method of accounting for such compensation and the effects of the method
        used on reported results. The provisions of SFAS 148 are generally
        effective for fiscal years ending after December 15, 2002. No such
        employee compensation was issued during or after 2002.

        Pro forma information regarding net income and earnings per share is
        required by SFAS 123 and SFAS 148, and has been determined as if the
        Company had accounted for its employee stock options under the fair
        value method of that Statement. No options were granted during the
        thirteen and thirty-nine weeks ended September 25, 2004 and the thirteen
        and thirty-nine weeks ended September 27, 2003.

        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:

                                        8


<PAGE>


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


<TABLE>
<CAPTION>
                                                  Thirteen weeks ended      Thirty-nine weeks ended
                                                  Sept. 25,   Sept. 27,      Sept. 25,     Sept. 27,
                                                  ---------   ---------      ---------     ---------
                                                   2004         2003          2004           2003
                                                   ----         ----          ----           ----
<S>                                                <C>          <C>           <C>            <C>
Net income, as reported                            $ 187        $ 158         $ 523          $ 692
Stock-based employee compensation expense
under fair value method, net of related tax
effects                                               --           --            --             --
                                                   -----        -----         -----          -----
Pro forma net income                               $ 187        $ 158         $ 523           $692
                                                   =====        =====         =====           ====
Earnings per share:
        Basic, as reported                         $0.03        $0.03         $0.09          $0.12
                                                   =====        =====         =====          =====
        Basic, pro forma                           $0.03        $0.03         $0.09          $0.12
                                                   =====        =====         =====          =====
        Diluted, as reported                       $0.03        $0.02         $0.08          $0.10
                                                   =====        =====         =====          =====
        Diluted, pro forma                         $0.03        $0.02         $0.08          $0.10
                                                   =====        =====         =====          =====
</TABLE>

Note 7: Contingency

        The Company was served with a complaint by a candy manufacturer in June
        2003. The plaintiff alleged that the Company breached its obligations in
        connection with the sale of certain candy bars manufactured by the candy
        manufacturer that were to be distributed by the Company within the
        United States. The candy manufacturer is seeking damages in the amount
        of $309, plus interest. The Company has counterclaimed, asserting among
        other things, that the candy manufacturer breached its obligations to
        the Company and caused it damages. Discovery has been completed and a
        non-binding arbitration hearing has been tentatively scheduled for later
        this year. While the Company feels that the complaint is without merit,
        there can be no assurance that a legal finding favorable to it will be
        entered. The Company intends to continue to vigorously defend this
        action and oppose all relief sought by the plaintiff while seeking
        compensation on its counterclaims.


                                        9


<PAGE>




                               TOFUTTI BRANDS INC.

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

This information should be read in conjunction with the condensed consolidated
financial statements and notes included in Item 1 of Part I of this Quarterly
Report and the audited financial statements and notes thereto and Management's
Discussion and Analysis of Financial Condition and Results of Operations for the
year ended December 27, 2003 contained in our 2003 Annual Report on Form 10-KSB.
The discussion and analysis which follows 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 that are not historical
facts.

We remind shareholders that forward-looking statements are merely predictions
and therefore are inherently subject to uncertainties and other factors that
could cause the future results to differ materially from those described in the
forward-looking statements.

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. Our revenue recognition policy is significant because our
revenue is a key component of our results of operations. Revenue is recognized
at such time as goods are shipped from production facilities or outside
warehouses as evidenced by signed shipping documents. Our normal shipping terms
are FOB shipping point.

Allowance for Doubtful Accounts. We maintain an allowance for doubtful accounts
for estimated losses resulting from the inability of our customers to make
required payments. Based on historical information, we believe that our
allowance is adequate. Changes in general economic, business and market
conditions could result in an impairment in the ability of our customers to make
their required payments; therefore, the allowance for doubtful accounts is

                                       10

<PAGE>


reviewed monthly and changes to the allowance are updated based on actual
collection experience. We use a combination of percentage of sales, specific
account identification and the aging of accounts receivable to establish an
allowance for losses on accounts receivable. Any changes in our assumptions
relating to the collectability of our accounts receivable may affect our
financial position and results of operations.

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.

Results of Operations

Thirteen Weeks Ended September 25, 2004 Compared
with Thirteen Weeks Ended September 27, 2003
-------------------------------------------------

Net sales for the thirteen weeks ended September 25, 2004 were $4,730,000, a
decrease of $230,000, or 5% from the sales level realized for the thirteen weeks
ended September 27, 2003. The reduction in sales for the quarter was principally
related to the loss of business in Florida and the southeastern United States in
August and September arising from problems caused by the severe weather those
areas experienced and attendant transportation problems. To a lesser extent, the
reduction in sales reflects our decision to discontinue certain unprofitable
products and product lines starting at the end of 2003, so we no longer have the
benefit of their sales. Our gross profit for the thirteen weeks ended September
25, 2004 increased by $60,000 to $1,527,000, resulting in a gross profit
percentage of 32% compared to 30% in the 2003 period.

Our cost of sales during the quarter continued to be adversely impacted by
significant industry-wide increases to certain key ingredients and packaging,
due mainly to supply shortages as a result of political events in certain
foreign countries and the general economic situation here in the United States.
To offset these significant cost increases, we instituted a series of price
increases during the first half of this year which should improve our
profitability during the remainder of 2004 and has, in fact, accounted for the
improvement in our gross profit percentage in the third quarter. We have also
begun replacing higher cost ingredients with functionally similar items at
significant cost savings. Although these substitutions will be ongoing
throughout the year, we do not anticipate any material savings from these
substitutions until the start of the fourth quarter of this year. We anticipate
that the positive combination of sales price increases and ingredient cost
decreases will help improve our gross margin by the end of this year.

Selling expenses decreased slightly to $548,000 for the current fiscal quarter
compared with
                                       11

<PAGE>




$549,000 for the comparable period in 2003. There were no significant
differences in individual expense categories.

Marketing expenses decreased by $47,000 to $90,000 in the fiscal 2004 period due
principally to reductions in promotion expenses and artwork and plate expenses.
The decrease in artwork and plate expenses in the 2004 period reflects that in
the third quarter of 2003 these expenses were greater because of work associated
with the introduction of new products. The cost of artwork and plates usually
precedes the introduction of new products by at least several months.

Research and development costs, which consist principally of salary expenses,
decreased to $142,000 for the thirteen weeks ended September 25, 2004 compared
to $156,000 for the comparable period in 2003. This decrease was mainly
attributable to lower payroll costs.

General and administrative expenses increased to $400,000 for the current
quarter compared with $356,000 for the comparable period in 2003 primarily due
to an increase in professional fees. The increase in professional fees was due
to legal fees associated with our pending litigation. See Note 8 to the
Condensed Financial Statements.

Bonuses are discretionary and are granted with the approval of our Board of
Directors. Since we have not met expected results in 2004, no accrual for bonus
compensation was made.

The increase in income tax expense in the third quarter of 2004 to $160,000 from
$112,000 in the third quarter of 2003 reflects our slightly higher operating
profit in 2004.

Thirty-nine Weeks Ended September 25, 2004 Compared
with Thirty-nine Weeks Ended September 27, 2003
----------------------------------------------------

Net sales for the thirty-nine weeks ended September 25, 2004 were $13,871,000
compared with $14,555,000 for the thirty-nine weeks ended September 27, 2003, a
decrease of 5%. There were several factors for this sales decrease which took
place in the first and third quarters of this fiscal year. First, our shipping
schedule was adversely affected during the first week of the first quarter due
to the loss of shipping days when the extended New Year's holiday was celebrated
by our trucking companies. There was no such impact on sales in the first week
of the corresponding period in fiscal 2003. Second, sales to several of our
major customers were significantly lower than in the corresponding period in
2003. Sales to our major customers fluctuate widely from period to period and
there is no way to accurately predict that their sales pattern from one year
will be repeated in the corresponding period of the next fiscal year. Since
these accounts are still purchasing the same products as they were last year, we
believe that over the remainder of the year their sales will approximate their
historical levels. The third reason for our sales decline is that we
discontinued certain unprofitable products and product lines starting at the end
2003 and no longer have the benefit of their sales, and we believe that
discontinuing these products will benefit our company in the long-term. The
fourth reason for the decline in sales occurred in the third quarter of the
thirty-nine week period. The reduction in sales for the third quarter was
directly related to the loss of business in Florida and the southeastern United
States in August

                                       12

<PAGE>




and September due to problems caused by the severe weather those areas
experienced and attendant transportation problems. We believe that for the
balance of the year our sales will return to last year's levels.

Our gross profit for the current period decreased by $326,000 and our gross
profit percentage decreased from 33% in 2003 to 32% in 2004. Our cost of sales
during the period continued to be adversely impacted by significant
industry-wide increases to certain key ingredients and packaging, due mainly to
supply shortages as a result of political events in certain foreign countries
and the general economic situation here in the United States. Additionally,
because of the major commitment we are making to obtain additional shelf space
for our products in large chain supermarkets, and as this space is limited and
demand for it very competitive, this required us to increase spending for
additional introductory allowances for the placement of these products. These
current and future costs will have a continuing negative impact on our gross
profit percentage as we expense these costs as incurred against sales and not
over the expected life of these authorizations.

Selling expenses decreased slightly to $1,527,000 for the thirty-nine weeks
ended September 25, 2004 compared with $1,532,000 for the comparable period in
2003. There were no significant differences in individual expense categories.

Marketing expenses decreased by $159,000 to $354,000 in the fiscal 2004 period
principally to reductions in promotion expenses and artwork and plate expenses.
The decrease in artwork and plate expenses in the 2004 period reflects that in
the 2003 period these expenses were greater because of work associated with the
introduction of new products. The cost of artwork and plates usually precedes
the introduction of new products by at least several months.

Bonuses are discretionary and are granted with the approval of our Board of
Directors. Since we have not met expected results for the thirty-nine weeks
ended September 25, 2004, no accrual for bonus compensation was made.

Research and development costs, which consist principally of salary expenses,
decreased to $371,000 for the thirty-nine weeks ended September 25, 2004
compared to $398,000 for the comparable period in 2003. This decrease was mainly
attributable to a reduction in payroll costs.

General and administrative expenses increased by $129,000 to $1,222,000 for the
current period compared with $1,093,000 for the comparable period in 2003
primarily to an increase in professional fees. The increase in professional fees
was due to legal fees associated with our pending litigation. See Note 8 to the
Condensed Financial Statements.

The reduction of income tax expense in the thirty-nine weeks ended September 25,
2004 to $392,000 from $489,000 in the thirty-nine weeks ended September 27, 2003
reflects our lower operating profit in 2004.

                                       13

<PAGE>


Liquidity and Capital Resources

As of September 25, 2004, we had approximately $2.2 million in cash and
equivalents and our working capital was approximately $3.5 million. As a result
of the our stock repurchase program, we had a negative cash flow for the
thirty-nine weeks ended September 25, 2004 of $394,000. Net cash used in
financing activities, which was $1,032,000 for the nine months ended September
25, 2004, consisted of stock repurchases of $900,000 and payment to David Mintz
upon surrender of his options of $324,000, which was offset by $192,000 in
proceeds from the exercise of his stock options.

From September 18, 2000 through December 27, 2003, we purchased 860,700 shares
of our common stock at a cost of $2,583,000. During the period December 28, 2003
through September 25, 2004, we purchased an additional 258,000 shares at a cost
of $900,000, bringing cumulative totals to date to 1,118,700 shares purchased at
a total cost of $3,483,000 or $3.11 per share. 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.

On January 12, 2004, our Board of Directors authorized us to enter into a
transaction with David Mintz whereby Mr. Mintz surrendered 300,000 of his
options in consideration of the payment to him of $324,000, an amount equal to
the difference of 75% of the average closing price of our common stock on the
nine days of trading from December 29, 2003 through January 9, 2004 ($3.00) less
the exercise price of such options. In January 2004, $324,000 was paid to Mr.
Mintz.

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 seasonal variations with increased sales in the second
and third quarters of the fiscal year. We expect to continue to experience
relatively higher sales in the second and third quarters, and relatively lower
sales in the fourth and first quarters, as a result of reduced sales of
non-dairy frozen desserts during those periods.

Off-Balance Sheet Arrangements

We are not a party to any material off-balance sheet arrangements. In addition,
we have no unconsolidated special purpose financing or partnership entities that
are likely to create material contingent obligations.

Contractual Obligations

The following table summarizes our contractual obligations and commercial
commitments, including obligations of discontinued operations, as of September
25, 2004.


                                       14

<PAGE>



<TABLE>
<CAPTION>

Contractual Obligations                                 Payments due by Period
-----------------------------------   ----------------------------------------------------------
                                                 less than                             more than
                                       Total       1 year    1-3 Years    3-5 Years     5 years
                                      ------     ---------   ---------    ---------    ---------
<S>                                     <C>         <C>         <C>          <C>          <C>
Long-term debt obligations.....         $ -         $ -         $ -          $ -          $ -
Capital (finance) lease obligations       -           -           -            -            -
Operating lease obligations....           -           -           -            -            -
Purchase obligations...........           -           -           -            -            -
                                        ---         ---         ---         ----          ---
Total..........................         $ -         $ -         $ -          $ -          $ -
</TABLE>

Cautionary Statement Regarding Forward-Looking Information and Risk Factors

This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Words such as "anticipate,"
"expect," "intend," "plan," "believe," "seek," "outlook" and "estimate" as well
as similar words and phrases signify forward-looking statements. Tofutti's
forward-looking statements are not guarantees of future results and conditions
and important factors, risks and uncertainties may cause our actual results to
differ materially from those expressed in our forward-looking statements. These
uncertainties and other factors include, but are not limited to, the following:

    o   Competitive Environment. The frozen dessert and health food markets are
        highly competitive. The ability to successfully introduce innovative
        products on a periodic basis that are accepted by the marketplace is a
        significant competitive factor. In addition, many of our principal
        competitors are large, diversified companies with resources
        significantly greater than ours. We expect strong competition to
        continue, including competition for adequate distribution and
        competition for the limited shelf space for the frozen dessert category
        in supermarkets and other retail food outlets.

    o   Our Operating Results Vary Quarterly and Seasonally. We have often
        recognized a slightly greater portion of revenues in the second and
        third quarter of the year and in the last month, or even weeks, of a
        quarter. Our expense levels are substantially based on our expectations
        for future revenues and are therefore relatively fixed in the
        short-term. If revenue levels fall below expectations, our quarterly
        results are likely to be disproportionately adversely affected because a
        proportionately smaller amount of our expenses varies with its revenues.
        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. Due
        to the foregoing factors, in some future quarter our operating results
        may be below the expectations of investors. In such event, it is likely
        that the price of our common stock would be materially adversely
        affected.

    o   Reliance on a Limited Number of Key Personnel. Our success is
        significantly dependent on the services of David Mintz (age 73), Chief
        Executive Officer and Steven Kass (age 53), Chief Financial Officer. The
        loss of the services of either of these persons could have a material
        adverse effect on our business.


                                       15



<PAGE>



Item 3. Controls and Procedures

Under the supervision and with the participation of our management, including
our chief executive officer and chief financial officer, we carried out an
evaluation of the effectiveness of the design and operation of our company's
disclosure controls and procedures pursuant to Rule 13a-14 of the Securities
Exchange Act of 1934. Based upon that evaluation, our chief executive officer
and chief financial officer concluded that our disclosure controls and
procedures were effective as of the end of the period covered by this quarterly
report.

There have been no significant changes in our internal controls or other factors
which could significantly affect internal controls subsequent to the date we
carried out the evaluation. It should be noted that any system of controls,
however well designed and operated, can provide only reasonable, and not
absolute, assurance that the objectives of the system are met. In addition, the
design of any control system is based in part upon certain assumptions about the
likelihood of future events. Because of these and other inherent limitations of
control systems, there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions.

                                       16

<PAGE>


                           PART II - OTHER INFORMATION

                               TOFUTTI BRANDS INC.

Item 2. 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 is seeking damages in the amount of $308,798,
        plus interest. We have counterclaimed, asserting among other things,
        that the candy manufacturer breached its obligations to us and caused us
        damages. Discovery has been completed and a non-binding arbitration
        hearing has been tentatively scheduled for later this year. While we
        feel that the complaint is without merit, there can be no assurance that
        a legal finding favorable to us will be entered. We intend to continue
        to vigorously defend this action and oppose all relief sought by the
        plaintiff while seeking compensation on its counterclaims.

        We have been notified that a former employee has threatened to bring an
        action against our company alleging discrimination and unlawful
        termination. We are currently investigating the allegation, but no
        action has been initiated as yet.


Item 4. Submission of Matters to a Vote of Shareholders

               None.

Item 6. Exhibits and Reports on Form 8-K

(a)     Exhibits

3.1*           Certificate of Incorporation, as amended through February 1986.

3.1.1**        March 1986 Amendment to Certificate of Incorporation.

3.2*           By-laws.

4.1***         Copy of the Registrant's Amended 1993 Stock Option Plan.

4.2****        Tofutti Brands Inc. 2004 Non-Employee Directors' Stock Option
               Plan.

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.


                                       17

<PAGE>

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

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

--------------------
*       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.

**      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.

***     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.

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

(b) Reports on Form 8-K:

        An 8-K bearing the cover date of August 12, 2004 with respect to a press
        release regarding the Registrant's earnings for the thirteen and
        twenty-six week periods ended June 26, 2004 was filed on August 12,
        2004.


                                       18







<PAGE>



                                   SIGNATURES

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

                                            TOFUTTI BRANDS INC.
                                               (Registrant)



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



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

Date: November 12, 2004