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 April 3, 1999

     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 May 13, 1999 the Issuer had 6,183,567 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:

                  Condensed Balance Sheets - April 3, 1999
                    (Unaudited) and December 26, 1998 (Audited)           3

                  Condensed Statements of Operations -
                    (Unaudited) - Fourteen Week Period ended
                    April 3, 1999 and Thirteen Week Period
                    ended March 28, 1998                                  4

                  Condensed Statements of Cash Flows -
                    (Unaudited) - Fourteen Week Period
                    ended April 3, 1999 and Thirteen Week
                    Period ended March 28, 1998                           5

                  Notes to Condensed Financial Statements -
                    (Unaudited)                                         6-7

                  Management's Discussion and Analysis of
                    Financial Condition and Results of
                    Operations                                         8-11


Part II - Other Information:

                  Item 4.  Submission of Matters to a Vote
                             of Shareholders                             12

                  Item 6.  Exhibits and Reports on Form 8-K              12

                  Signatures                                             13



                                        2

<PAGE>



                               TOFUTTI BRANDS INC.
                            Condensed Balance Sheets
                                 (000's omitted)
                                                     April 3,       December 26,
                                                      1999            1998
                                                  (Unaudited)       (Audited)
                                                  -----------       ---------
Assets

Current assets:
  Cash and cash equivalents                           $  843           $ 407
  Accounts receivable (net of allowance
    for doubtful accounts of $139
    in 1999 and $120 in 1998)                          1,139             985
  Inventories (Note 2)                                   596             613
  Prepaid expenses                                        10              13
  Deferred income taxes                                  216             335
                                                         ---             ---
              Total current assets                     2,804           2,353

Deferred income taxes                                    180             180

Other assets                                             119             119
                                                        ----            ----

              Total assets                            $3,103          $2,652
                                                      ======          ======

Liabilities and Stockholders' Equity

Current liabilities:
  Note payable - current portion                     $    20           $  19
  Accounts payable                                       282              85
  Accrued expenses                                       236             240
  Income taxes payable                                    52              19
                                                         ---           -----

              Total current liabilities                  590             363

Note payable                                              24              29
                                                       -----            ----
              Total liabilities                          614             392

Stockholders' equity:
  Preferred stock                                         --              --
  Common stock                                            62              62
  Paid-in capital                                      3,631           3,631
  Accumulated deficit                                 (1,204)         (1,433)
                                                     -------          ------

              Total stockholders' equity               2,489           2,260
                                                      ------          ------

              Total liabilities and
                stockholders' equity                  $3,103          $2,652
                                                      ======          ======

            See accompanying notes to condensed financial statements.



                                        3

<PAGE>



                               TOFUTTI BRANDS INC.
                        Condensed Statement of Operations
                                   (Unaudited)
                                 (000's omitted)


                                               Fourteen             Thirteen
                                                 weeks                weeks
                                                 ended                ended
                                              April 3, 1999       March 28, 1998
                                              -------------       --------------

Net sales                                       $ 2,663               $1,751
Cost of sales                                     1,658                1,070
                                                  -----                -----

     Gross profit                                 1,005                  681
                                                  -----                -----

Operating expenses:
  Selling                                           295                  224
  Marketing and sales promotion                      37                   64
  Research and development                           76                   82
  General and administrative                        211                  202
                                                   ----                 ----
                                                    619                  572
                                                   ----                 ----

     Operating income                               386                  109

Interest expense                                      2                    4
                                                    ---                 ----
     Income before income taxes                     384                  105

Income taxes                                        155                    9
                                                    ---                 ----

Net income                                        $ 229                $  96
                                                  =====                =====

Net income per share:
     Basic                                         $.04                 $.02
     Diluted                                       $.04                 $.01

Weighted average number of shares 
   outstanding:
     Basic                                        6,184                6,184
     Diluted                                      6,430                6,682




            See accompanying notes to condensed financial statements.



                                        4

<PAGE>



                               TOFUTTI BRANDS INC.
                       Condensed Statements of Cash Flows
                                   (Unaudited)
                                 (000's omitted)

                                                  Fourteen       Thirteen
                                                    weeks          weeks
                                                    ended          ended
                                                 April 3,1999   March 28,1998
                                                 ------------   -------------

Cash flows from operating
  activities, net                                    $436          $ 55

Cash flows from investing activities                   --            --

Cash flows from financing activities                   --            -- 
                                                      ---          ----
     Net increase in cash                                            55

Cash at beginning of period                           407            54
                                                      ---            --

Cash at end of period                                $843          $109
                                                      ===           ===

Supplemental  disclosures of cash flow 
  information:  
  Cash paid during the period for:
          Interest                                   $  2          $  4
          Taxes                                        --            --













            See accompanying notes to condensed financial statements.



                                        5

<PAGE>



                               TOFUTTI BRANDS INC.
                     Notes to Condensed Financial Statements
                                   (Unaudited)
                                 (000's omitted)



(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.


(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  generally  accepted  accounting
     principles  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 26, 1998 included
     in the Company's Annual Report on Form 10-KSB filed with the Securities and
     Exchange Commission. The results of operations for the fourteen week period
     ended  April 3, 1999 are not  necessarily  indicative  of the results to be
     expected for the full year.

     The Company's  fiscal year is usually the fifty-two  week period which ends
     on the last  Saturday in  December.  The 1999 fiscal year is a  fifty-three
     week year which ends on January 1, 2000. The Company has included the extra
     week in the 1999 fiscal year in the first quarter,  resulting in a fourteen
     week quarter, which ended on April 3, 1999.

     Certain  reclassifications  have been made to the December 26, 1998 balance
     sheet to conform to the April 3, 1999 presentation.











                                        6

<PAGE>



(3) Inventories

     The composition of inventories is as follows:

                                              April 3,         Dec. 26,
                                               1999             1998  
                                               ----             ----  
        Raw materials and packaging
          supplies                            $263              $382
        Finished goods                         333               231 
                                               ---              ----
                                              $596              $613 
                                              ====              ====


(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.



                                        7

<PAGE>



                               TOFUTTI BRANDS INC.

                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 the  Company's  financial  position and  operating
results  during the periods  included in the  accompanying  condensed  financial
statements.

The discussion and analysis which follows in this Quarterly  Report and in other
reports and documents of the Company and oral  statements  made on behalf of the
Company by its  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 the  Company's  current views with respect to
future events and financial  results.  These  include  statements  regarding the
Company's  earnings,  projected growth and forecasts,  and similar matters which
are not historical facts. The Company reminds  stockholders that forward-looking
statements  are merely  predictions  and  therefore  are  inherently  subject to
uncertainties  and other  factors  which could cause the actual future events or
results  to  differ  materially  from  those  described  in the  forward-looking
statements.  These uncertainties and other factors include,  among other things,
business conditions and growth in the food industry and general economies,  both
domestic and  international;  lower than expected  customer orders;  competitive
factors;   changes  in  product  mix  or  distribution  channels;  and  resource
constraints encountered in developing new products. In addition, difficulties in
completing  remediation  of the year 2000 issues by the  Company's  customers or
suppliers may have a material  adverse affect on the Company and its operations.
The  forward-looking  statements  contained  in this  Quarterly  Report and made
elsewhere by or on behalf of the Company  should be considered in light of these
factors.

Results of Operations

Fourteen  Weeks Ended April 3, 1999 Compared with Thirteen Weeks Ended 
March 28, 1998

The Company's fiscal year is usually the fifty-two week period which ends on the
last Saturday in December. The 1999 fiscal year is a fifty-three week year which
ends on January 1, 2000.  The  Company has  included  the extra week in the 1999
fiscal year in the first  quarter,  resulting in a fourteen week quarter,  which
ended on April 3, 1999.

Net sales for the fourteen weeks ended April 3, 1999 were $2,663,000 an increase
of $912,000 or 52% from the sales level  realized for the  thirteen  weeks ended
March 28,  1998.  In the 1999 period,  sales of hard pack  Tofutti  increased by
$551,000,  while food products sales  increased by $361,000.  As a result of the
increase in sales, the Company's gross profit in the current period increased by
$324,000.  The Company's gross profit percentage  decreased slightly from 39% in
the 1998 period to 38% for the current  period.  This  reduction in gross profit
percentage was



                                        8

<PAGE>



caused  by  the  sales  promotion  and  allowance  costs   associated  with  the
introduction of the Company's new products in 1999.

The Company  anticipates  a continuing  increase in sales for the balance of the
current  fiscal  year  due to the  introduction  of new  products  and  expanded
distribution.  Such  increase  is  dependent  upon  market  acceptance  of these
products, for which no assurance can be given.

Selling  expenses  increased  32% to  $295,000  for the current  fiscal  quarter
compared with $224,000 for the comparable  period in 1998. This increase was due
primarily to higher outside  warehouse rental,  freight and commission  expenses
associated  with the higher sales level in 1999.  Marketing and sales  promotion
decreased  42% to $37,000 in 1999  versus  $64,000  in 1998 due  primarily  to a
decrease in spending for artwork and plates for new product  package designs and
point of sale materials.

Research and development  costs,  which consist  principally of salary expenses,
decreased  slightly  to  $76,000  for the  fourteen  weeks  ended  April 3, 1999
compared to $82,000 for the comparable period in 1998.

General and  administrative  expenses  increased  slightly  to $211,000  for the
current  quarter  compared with $202,000 for the  comparable  period in 1998 due
primarily  to a slight  increase  in salary and  related  payroll tax and fringe
benefit expenses.

Income Taxes

The  Company's tax year ends on July 31st,  its former  fiscal year.  Due to the
timing  difference  between the end of the fiscal and tax year, the Company,  on
its  quarterly  and year end  reports,  must make  estimates as to its state and
federal tax liabilities.

Beginning  in 1999,  to the  extent  the  Company  generates  future  income for
financial  reporting  purposes,  the Company will be required to provide federal
and state tax expense. Although the Company will begin paying state income taxes
in 1999,  the Company will not be required to pay federal  income tax until such
time as it utilizes its remaining  federal net operating loss  carryforwards and
tax credits.

Income tax expense for the fourteen week period ended April 3, 1999 was $155,000
compared to $9,000 for the comparable period in 1998.

Liquidity and Capital Resources

At April 3, 1999, the Company's  working capital was $2,214,000,  an increase of
$224,000  from  December  26,  1998.  At the end of the  fourteen  week  period,
accounts  receivable  increased  by $154,000  from  December 26, 1998 due to the
higher sales level.  Inventories and prepaid  expenses  decreased by $17,000 and
$3,000, respectively. Current deferred income taxes



                                        9

<PAGE>



decreased by $119,000 reflecting the provision for federal income tax expense in
the first quarter.  At April 3, 1999,  accounts payable increased by $197,000 to
$282,000  reflecting the higher level of expenditures  associated with the sales
increase during the first quarter of 1999.  Accrued expenses  decreased slightly
from  $240,000 at December  26, 1998 to $236,000 at April 3, 1999.  Income taxes
payable were $52,000 at April 3, 1999,  an increase of $33,000,  which  reflects
the provision for state income tax expense in the first quarter of 1999.

The  Company  does not  presently  have any  material  capital  commitments  and
contemplates no material  capital  expenditures in the foreseeable  future.  The
Company believes it will be able to fund its operations in 1999 from its current
resources,  however,  any  substantial  increase in its  operations  may require
additional working capital. Although the Company has had discussions and intends
to have future ones with interested parties concerning  additional financing for
the  Company,  no  assurance  can be given  that such  working  capital  will be
available  if  required.  Management  believes  that if its  operations  for the
remainder of 1999 continue in a manner consistent with its results for the first
quarter of 1999,  it will have  sufficient  financial  resources to continue its
operations throughout the coming year.

The Year 2000 Issue

The Company has  completed a  comprehensive  review of its  computer  systems to
identify  the systems  that could be affected  by the Year 2000  ("Y2K")  issue.
Substantially  all of the Company's  manufacturing  is performed by  third-party
co-packers, and the Company's financial systems are PC-based purchased software.
The Company is in the process of replacing its existing  financial  systems with
Y2K compliant  software and expects the conversion to be completed by June 1999.
Consequently,  management  presently  believes  that  due to the  lack  of  date
sensitive computer systems and applications currently in use, the Y2K issue will
not pose significant  operational  problems for the Company's  computer systems.
Therefore,  the  Company  to date  has not nor does it  expect  to  develop  any
contingency  plans relating to the Y2K issue.  Costs of addressing the Y2K issue
have not been material to date and, based on  information  gathered to date from
the  Company  and its  vendors,  are not  currently  expected to have a material
adverse  impact on the Company's  financial  position,  results of operations or
cash flows.

In addition,  the Company has contacted its major  suppliers and vendors seeking
information about their internal  compliance  efforts.  Upon review, the Company
believes that most of its major  suppliers and co-packers  will be Y2K compliant
and  any  non-compliance  by  its  suppliers  and  co-packers  will  not  have a
significant adverse effect upon the Company's operations.

The  Company  is in the  process of  developing  business  contingency  plans to
mitigate  the risk of a potential  non-compliant  vendor or system.  The Company
will  continue to assess its exposure to Y2K  problems or possible  disruptions.
Based upon the information it has developed to date, management believes that no
disruptions  will occur in the  Company's  operations.  However,  the Company is
subject to risks should the Company or a third party vendor or service  provider
be unable to resolve issues related to the Y2K.




                                       10

<PAGE>




Other Matters

In June 1997,  the  Financial  Accounting  Standards  Board (the "FASB")  issued
Statement of Financial  Accounting Standards ("SFAS") No. 131, "Disclosure about
Segments  of an  Enterprise  and Related  Information"  ("SFAS  131").  SFAS 131
establishes standards for the way public business enterprises report information
about operating segments in annual financial  statements and requires that those
enterprises  report selected  information about operating  segments in financial
reports issued to shareholders.  It also  establishes  standards for disclosures
about products and services,  geographic areas and major customers.  SFAS 131 is
effective for financial statements for fiscal years beginning after December 15,
1997.  Financial  statement  disclosures  for prior  periods are  required to be
restated. The adoption of SFAS 131 has had no impact on the Company's results of
operations,  financial  position  or cash  flows.  The  Company  operates in one
business  segment,  the  development,  production and marketing of TOFUTTI brand
non-dairy frozen desserts and other food products.  Management does not receive,
nor does the Company  generate,  discrete  financial  operating  results for any
portion of the business other than for product sales.



                                       11

<PAGE>



                           PART II - OTHER INFORMATION

                               TOFUTTI BRANDS INC.


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

27             Financial Data Schedule

(b)      Reports on Form 8-K:

               On April 28, 1999, the  Registrant  filed with the Securities and
          Exchange  Commission  a Form 8-K,  dated April 26,  1999,  reporting a
          change in certifying  accountant.  On April 30, 1999,  the  Registrant
          filed  Amendment No. 1 to Form 8-K, dated April 26, 1999,  reporting a
          change in certifying accountant.

________________

*        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.
         333-48605)  filed March 25, 1998 and hereby  incorporated  by reference
         thereto.



                                       12

<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: May 14, 1999



                                       13

<PAGE>


                                  EXHIBIT INDEX



Exhibit                                                                       

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

3.1.1**    March 1986 Amendment to Certificate of Incorporation.

3.2*       By-laws of the Registrant.

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

27         Financial Data Schedule

______________

*    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.
     333-48605)  filed  March 25,  1998 and  hereby  incorporated  by  reference
     thereto.