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

                                  FORM 10-QSB/A
                                Amendment No. 1

[X]     Quarterly report under Section 13 or 15(d) of the Securities Exchange
        Act of 1934 for the quarterly period ended July 2, 2005

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

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

                               TOFUTTI BRANDS INC.
                               -------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

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


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

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

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

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


                                 Yes [X] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

        As of August 10, 2005 the Issuer had 5,631,167 shares of Common Stock,
par value $.01, outstanding.

        Transitional Small Business Disclosure Format (check one):

                                 Yes [ ] No [X]


<PAGE>



                                EXPLANATORY NOTE

This Amendment No. 1 on Form 10-QSB/A hereby amends Item 1.- Financial
Statements and Item 2. - Management's Discussion and Analysis of Financial
Condition and Results of Operations of Part I and Item 1. - Legal Proceedings of
Part II of Tofutti Brand Inc.'s Quarterly Report on Form 10-QSB for the quarter
ended July 2, 2005, which was originally filed on May 17, 2005. This Amendment
reflects the restatement of our financial statements to reclassify freight out
expense from a selling expense to a component of cost of sales, provide a new
Note 2 in the financial statements and additional information in Item 1 - Legal
Proceedings. This Amendment is not intended to revise other information
presented in our quarterly report on Form 10-QSB for the quarter ended July 2,
2005 as originally filed and all such other information in the original filing,
which remains unchanged. Nor does this Amendment on Form 10-QSB/A reflect events
occurring after the filing of the original Form 10-QSB or modify or update the
disclosure therein in any way other than as required to reflect the amendments
discussed above. As a result, this Amendment to the Quarterly Report on Form
10-QSB continues to speak as of August 16, 2005.



                                       2


<PAGE>


                               TOFUTTI BRANDS INC.

                                      INDEX


                                                                            Page
                                                                            ----

Part I - Financial Information:

Item 1.  Financial Statements

         Condensed Balance Sheets - July 2, 2005
           (Unaudited) and January 1, 2005                                    4

         Condensed Statements of Income -
            Thirteen and Twenty-Six Week Periods
           ended July 2, 2005 and June 26, 2004 (Unaudited)                   5

         Condensed Statements of Cash Flows -
           Thirteen and Twenty-Six Week Periods
           ended July 2, 2005 and June 26, 2004 (Unaudited)                   6

         Notes to Condensed Financial Statements                              7

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

Item 3.  Controls and Procedures                                             19

Part II - Other Information:

Item 1.  Legal Proceedings                                                   21

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

Item 3.  Defaults Upon Senior Securities                                     21

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

Item 5.  Other Information                                                   22

Item 6.  Exhibits                                                            22

         Signatures                                                          24

                                        3

<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

                               TOFUTTI BRANDS INC.
                            CONDENSED BALANCE SHEETS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                               July 2, 2005    January 1, 2005
                                                               ------------    ---------------
                                                                (Unaudited)
<S>                                                                 <C>           <C>
ASSETS
Current assets:
    Cash and equivalents                                            $2,010        $2,199
    Accounts receivable (net of allowance
        for doubtful accounts of $255 and $219,
        respectively)                                                1,880         1,614
    Inventories                                                        995           792
    Prepaid expenses                                                     2            14
    Deferred income taxes                                              296           593
                                                                     -----           ---
               Total current assets                                  5,183         5,212
Fixed assets(net of accumulated depreciation
        of $12 and $10, respectively                                    36            38
Other assets                                                            16            16
                                                                        --            --
               Total assets                                         $5,235        $5,266
                                                                    ======        ======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses                           $1,023          $691
    Accrued officers' compensation                                      --           500
    Income taxes payable                                               196           403
                                                                       ---           ---
               Total current liabilities                             1,219         1,594
                                                                     -----         -----

Commitments and contingencies                                           --            --

Stockholders' equity:
Preferred stock - par value $.01 per share;
        authorized 100,000 shares, none issued                          --            --
Common stock- par value $.01 per share;
        authorized 15,000,000 shares, issued and
        outstanding 5,631,167 shares at July 2, 2005
        and 5,636,867 shares at January 1, 2005                         56            56
    Additional paid-in capital                                         144           162
    Retained earnings                                                3,816         3,454
                                                                     -----         -----
               Total stockholders' equity                            4,016         3,672
                                                                     -----         -----
               Total liabilities and stockholders' equity           $5,235        $5,266
                                                                    ======        ======
</TABLE>

            See accompanying notes to condensed financial statements.


                                       4

<PAGE>





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

<TABLE>
<CAPTION>
                                       Thirteen             Thirteen            Twenty-six           Twenty-six
                                     weeks ended          weeks ended          weeks ended          weeks ended
                                    July 2, 2005         June 26, 2004        July 2, 2005         June 26, 2004
                                    ------------         -------------        ------------         -------------
                                     (Restated)           (Restated)           (Restated)           (Restated)
<S>                                   <C>                  <C>                  <C>                  <C>
Net sales                             $5,091               $5,149               $9,331               $9,141
Cost of sales                          3,656*               3,709*               6,684*               6,776*
                                      ------               ------               ------               ------
         Gross profit                  1,435*               1,440*               2,647*               2,365*
                                      ------               ------               ------               ------

Operating expenses:
    Selling                              271*                 240*                 516*                 486*
    Marketing                            150                  142                  385                  264
    Research and development              90                  136                  209                  229
    General and administrative           430                  457                  914                  822
                                      ------               ------               ------               ------
                                         941*                 975*               2,024*               1,801*
                                      ------               ------               ------               ------

Operating income                         494                  465                  623                  564

Interest income                            1                    3                    3                    4
                                      ------               ------               ------               ------
Income before income taxes               495                  468                  626                  568

Income taxes                             208                  204                  263                  232
                                      ------               ------               ------               ------

Net income                            $  287               $  264               $  363               $  336
                                      ======               ======               ======               ======

Weighted average common shares
  outstanding:
         Basic                         5,635                5,702                5,636                5,727
                                      ======               ======               ======               ======
         Diluted                       6,219                6,296                6,219                6,313
                                      ======               ======               ======               ======

Net income per share:
         Basic                        $ 0.05               $ 0.05               $ 0.06               $ 0.06
                                      ======               ======               ======               ======
         Diluted                      $ 0.05               $ 0.04               $ 0.06               $ 0.05
                                      ======               ======               ======               ======
</TABLE>


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

            See accompanying notes to condensed financial statements.

                                       5

<PAGE>


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


                                                   Twenty-six       Twenty-six
                                                      weeks            weeks
                                                      ended            ended
                                                  July 2, 2005    June 26, 2004
                                                  ------------    -------------

 Cash flows from operating activities, net           $(171)             $184

 Cash flows from investing activities                   --                --

 Cash flows from financing activities, net             (18)           (1,032)
                                                      ----          --------
       Net change in cash and equivalents             (189)             (848)

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

 Cash and equivalents at end of period              $2,010            $1,709
                                                    ======            ======

 Supplemental cash flow information:
            Income taxes paid                         $170              $205
                                                      ====              ====







            See accompanying notes to condensed financial statements.

                                       6

<PAGE>

                               TOFUTTI BRANDS INC.
                     Notes to Condensed Financial Statements
                                 (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: Restatement of Previously Issued Financial Statements

         The Company has historically included freight out expense as a
         component of selling expenses, but has determined that such expense
         should be classified as a cost of sales in measuring its gross profit.
         During the thirteen weeks ended July 2, 2005, its freight out expense
         was $285 as compared to $265 in the thirteen weeks ended June 26, 2004.
         During the twenty-six weeks ended July 2, 2005, its freight out expense
         was $539 as compared to $493 in the twenty-six weeks ended June 26,
         2004. There was no impact on operating income or net income as a result
         of this restatement.

         The impact of the aforementioned restatement with respect to the
         financial statements for the thirteen and twenty-six weeks ended July
         2, 2005 and June 26, 2004 is summarized below:


<TABLE>
<CAPTION>
                                     Thirteen weeks ended                            Thirteen weeks ended
                                         July 2, 2005                                   June 26, 2004
                        ----------------------------------------------- -----------------------------------------------
                         (Previously                          (As         (Previously                          (As
                          Reported)      (Adjustment)       restated)      Reported)      (Adjustment)       restated)
                        -------------- ----------------- -------------- ---------------- ----------------- ------------
<S>                         <C>              <C>             <C>            <C>                <C>             <C>
Cost of sales               $3,371           $285            $3,656         $3,444             $265            $3,709
                            ======           ====            ======         ======             ====            ======
Gross profit                 1,720           (285)            1,435          1,705             (265)            1,440
                             =====           ====             =====          =====             ====             =====
Selling expense                556           (285)              271            505             (265)              240
                               ===           ====               ===            ===             ====               ===
Total operating
expenses                     1,226           (285)              941          1,240             (265)              975
                             =====           ====               ===          =====             ====               ===
</TABLE>



                                       7


<PAGE>

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


<TABLE>
<CAPTION>
                                    Twenty-six weeks ended                         Twenty-six weeks ended
                                         July 2, 2005                                   June 26, 2004
                        ----------------------------------------------- -----------------------------------------------
                         (Previously                          (As         (Previously                          (As
                          Reported)      (Adjustment)       restated)      Reported)      (Adjustment)       restated)
                        -------------- ----------------- -------------- ---------------- ----------------- ------------
<S>                         <C>              <C>             <C>            <C>              <C>             <C>
Cost of sales               $6,145           $539            $6,684         $6,283           $493            $6,776
                            ======           ====            ======         ======           ====            ======
Gross profit                 3,186           (539)            2,647          2,858           (493)            2,365
                             =====           ====            ======          =====           ====             =====
Selling expense              1,055           (539)              516            979           (493)              486
                             =====           ====               ===            ===           ====               ===
Total operating
expenses                     2,563           (539)            2,024          2,294           (493)            1,801
                             =====           ====             =====          =====           ====             =====
</TABLE>

Note 3:  Basis of Presentation

         The accompanying financial information is unaudited, but, in the
         opinion of management, reflects all adjustments (which include only
         normally recurring adjustments) necessary to 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 sheets amounts as of January 1, 2005 have been derived from our
         audited financial statements. The financial information should be read
         in conjunction with the audited financial statements and notes thereto
         for the year ended January 1, 2005 included in the Company's Annual
         Report on Form 10-KSB/A filed with the Securities and Exchange
         Commission on the date of this filing. The results of operations for
         the thirteen week and twenty-six week periods ended July 2, 2005 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.

         There were no changes in the Company's accounting policies during the
         period ended July 2, 2005 from those in effect at January 1, 2005. Note
         that the Company has restated freight costs from a selling expense to a
         component of cost of sales for all periods.


                                       8

<PAGE>

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

Note 4:  Inventories

         The composition of inventories is as follows:

                                                         July 2,     January 1,
                                                          2005          2005
                                                          ----          ----

                    Finished products                     $ 711         $550
                    Raw materials and packaging             284          242
                                                            ---         ----
                                                           $995         $792
                                                           ====         ====

Note 5:  Income Taxes

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

Note 6:  Market Risk

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

Note 7: Earnings Per Share

         Basic earnings per common share has been computed by dividing net
         income by the weighted average number of common shares outstanding.
         Diluted earnings per common share has been computed by dividing net
         income by the weighted average number of common shares outstanding
         including dilutive effects of stock options.


                                        9

<PAGE>

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

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

<TABLE>
<CAPTION>
                                                 Thirteen        Thirteen       Twenty-six      Twenty-six
                                                   Weeks           Weeks           Weeks           Weeks
                                                   Ended           Ended           Ended           Ended
                                                July 2, 2005   June 26, 2004   July 2, 2005   June 26, 2004
                                                ------------   -------------   ------------   -------------
<S>                                                <C>             <C>             <C>             <C>
Numerator
  Net income-basic...........................       $287            $264            $363            $336
                                                    ====            ====            ====            ====
  Net income-diluted.........................       $287            $264            $363            $336
                                                    ====            ====            ====            ====
Denominator
  Denominator for basic earnings per share
     weighted average shares ................      5,635           5,702           5,636           5,727
  Effect of dilutive securities
     stock options...........................        584             594             583             586
                                                     ---             ---             ---             ---
  Denominator for diluted earnings per share.      6,219           6,296           6,219           6,313
                                                   -----           -----           -----           -----
  Earnings per share
    Basic....................................      $0.05           $0.05           $0.06           $0.06
                                                   =====           =====           =====           =====
    Diluted..................................      $0.05           $0.04           $0.06           $0.05
                                                   =====           =====           =====           =====
</TABLE>

Note 8: Stock-Based Compensation

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


                                       10

<PAGE>

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

         Pro forma information regarding net income and earnings per share is
         required by FAS123 and FAS 148, and has been determined as if the
         Company had accounted for its employee stock options under the fair
         value method of those Statements. No options were granted during the
         thirteen and twenty-six weeks ended June 26, 2004 and July 2, 2005,
         other than in January 2005, options to purchase 10,000 shares were
         granted to a director (who subsequently resigned as of June 9, 2005).

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


<TABLE>
<CAPTION>
                                                         THIRTEEN WEEKS ENDED       TWENTY-SIX WEEKS ENDED
                                                         JULY 2,     JUNE 26,       JULY 2,       JUNE 26,
                                                         --------------------       ----------------------
                                                           2005         2004          2005           2004
                                                           ----         ----          ----           ----

<S>                                                        <C>          <C>           <C>            <C>
Net income, as reported                                     $287         $264          $363           $336
Stock-based employee compensation expense
  under fair value method, net of related tax effects         --           --            30             --
                                                           -----        -----         -----          -----

Pro forma net income                                        $287         $264          $333           $336
                                                           =====        =====         =====          =====

Earnings per share:
        Basic, as reported                                 $0.05        $0.05         $0.06          $0.06
                                                           =====        =====         =====          =====
        Basic, pro forma                                   $0.05        $0.05         $0.06          $0.06
                                                           =====        =====         =====          =====
        Diluted, as reported                               $0.05        $0.04         $0.06          $0.05
                                                           =====        =====         =====          =====
        Diluted, pro forma                                 $0.05        $0.04         $0.06          $0.05
                                                           =====        =====         =====          =====
</TABLE>


                                       11

<PAGE>


                               TOFUTTI BRANDS INC.

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

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

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

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

Status of Transfer of Production Facilities

In October 2004, H. P. Hood, the parent company of Kemps Foods, Inc., announced
it was closing the Kemps' Lancaster, PA facility that had produced our non-dairy
frozen dessert products for the past twenty years. The Lancaster facility ceased
operations on July 21, 2005. We have relocated the production of most of our
frozen dessert products to the H. P. Hood facility in Connecticut. To date, we
have not encountered any material problems in the transfer of production to the
new site. We had taken steps to build inventory at our former facility prior to
its close to maintain our current levels of sales service during this transition
period. Although we may incur some non-recurring transitional expenses, we do
not presently expect them to have a material impact on our operations.

                                       12

<PAGE>



Critical Accounting Policies

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

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

Freight Out Expense. We record freight out expense as a cost of sales. During
the thirteen and twenty-six weeks ended July 2, 2005, our freight out expense
was $285,000 and $539,000 as compared to $265,000 and $493,000 in the thirteen
and twenty-six weeks ended June 26, 2004.

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

Allowance for Inventory Obsolescence. We maintain an allowance for inventory
obsolescence for losses resulting from inventory items becoming unsaleable due
to loss of specific customers

                                       13



<PAGE>


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.

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

New Accounting Pronouncements

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

Results of Operations

Thirteen Weeks Ended July 2, 2005
Compared with Thirteen Weeks Ended June 26, 2004
------------------------------------------------

Net sales for the thirteen weeks ended July 2, 2005 were $5,091,000, a decrease
of $58,000, or 1%, from the sales level realized for the thirteen weeks ended
June 26, 2004. Our gross profit in the current period decreased slightly by
$5,000 to $1,435,000. Our gross profit percentage for both the period ending
July 2, 2005 and the period ending June 26, 2004 was 28%.

Our cost of sales during the quarter continued to be adversely impacted by
significant industry-wide price increases to certain key ingredients and
packaging, due mainly to supply shortages as a result of political events in
certain foreign countries, the relatively stagnant economic situation in the
United States, increased freight expenses and increased cost of petroleum based
products. Our freight out expense increased by $20,000, or 8%, to $285,000 in
the current period. In addition to increasing our shipping costs, the high cost
of fuel affects the cost of many inventory components we use, particularly
packaging. To offset these significant cost increases, during 2005 we continue
to, without compromising quality and taste, replace higher cost ingredients with
functionally similar items at significant cost savings.

                                       14

<PAGE>


Selling expenses increased by 13% to $271,000 for the current fiscal quarter
compared with $240,000 for the comparable period in 2004. This increase was due
primarily to increases in warehouse rental and commission expenses.

Marketing expenses increased by $8,000 to $150,000 in the fiscal 2005 period due
principally to increases in magazine advertising of $22,000, which was partially
offset by a reduction in promotion expenses.

Research and development costs, which consist principally of salary expenses and
laboratory costs, decreased to $90,000 for the thirteen weeks ended July 2, 2005
compared to $136,000 for the comparable period in 2004. This decrease was mainly
attributable to a reduction in payroll expense.

General and administrative expenses decreased to $430,000 for the current
quarter compared with $457,000 for the comparable period in 2004 due primarily
to decreased payroll costs.

Interest income was $1,000 for the current fiscal quarter as compared with
$3,000 for the comparable period in 2004.

The increase in income tax expense in the second quarter of 2005 to $208,000
from $204,000 in the second quarter of 2004 reflects our greater operating
profit in 2005. The effective tax rate was relatively consistent in both
periods.

Twenty-Six Weeks Ended July 2, 2005
Compared with Twenty-Six Weeks Ended June 26, 2004
--------------------------------------------------

Net sales for the twenty-six weeks ended July 2, 2005 were $9,331,000, an
increase of $190,000, or 2%, from the sales level realized for the twenty-six
weeks ended June 26, 2004. Partially as a result of the increase in sales, our
gross profit in the current period increased by $282,000, or 12%, to $2,647,000.
Our gross profit percentage also increased to 28% for the period ending July 2,
2005 compared to 26% for the period ending June 26, 2004. Most of our sales
increase this period was in frozen dessert products, which have a higher gross
margin than our refrigerated and other food products. In the 2004 period, we
disposed of certain discontinued products at prices below their normal prices,
which negatively impacted our gross profit in 2004. In the 2005 twenty-six week
period, we benefited from the price increases instituted throughout 2004, which
are now in full effect.

Our cost of sales during the twenty-six week period continued to be adversely
impacted by significant industry-wide price increases to certain key ingredients
and packaging, due mainly to supply shortages as a result of political events in
certain foreign countries, the relatively stagnant economic situation in the
United States, and the cost of fuel. Our freight out expense for the period
ending July 2, 2005 increased to $539,000 from $493,000 in the comparable
twenty-six week period in 2004. In addition to increasing our shipping costs,
the high cost of fuel affects the cost of many inventory components we use,
particularly packaging. To offset these

                                       15

<PAGE>


significant cost increases, during 2005 we continue to, without compromising
quality and taste, replace higher cost ingredients with functionally similar
items at significant cost savings.

Selling expenses increased by 6% to $516,000 for the current twenty-six week
period compared with $486,000 for the comparable period in 2004. This increase
was due primarily to increases outside warehouse rental and commission expenses
due to the increase in sales for the current twenty-six week period.

Marketing expenses increased by $121,000 to $385,000 in the fiscal 2005 period
due principally to increases in expenses for artwork and plates of $27,000
resulting from recently introduced new packaging, product promotions of $18,000,
point of sale materials of $38,000 and magazine advertising of $51,000.

Research and development costs, which consist principally of salary expenses and
laboratory costs, decreased to $209,000 for the twenty-six weeks ended July 2,
2005 compared to $229,000 for the comparable period in 2004. This decrease was
mainly attributable to a decrease in payroll expense.

General and administrative expenses increased to $914,000 for the current
twenty-six week period compared with $822,000 for the comparable period in 2004
due primarily to an increase in payroll costs of $62,000 and professional fees
and outside services of $75,000. These cost increases were partially offset by a
reduction in travel and entertainment expenses of $41,000.

Interest income was $3,000 for the current fiscal quarter as compared with
$4,000 for the comparable period in 2004.

The increase in income tax expense in the 2005 twenty-six week period to
$263,000 from $232,000 in the 2004 twenty-six week period reflects our greater
operating profit in 2005. The effective tax rate was relatively consistent in
both periods.

Restatement of Previously Issued Financial Statements

We have historically included freight out expense as a component of selling
expenses, but we determined that such expense should be classified as a cost of
sales in measuring our gross profit. During the thirteen weeks ended July 2,
2005, our freight out expense was $285,000 as compared to $265,000 in the
thirteen weeks ended June 26, 2004. During the twenty-six weeks ended July 2,
2005, our freight out expense was $539,000 as compared to $493,000 in the
twenty-six weeks ended June 26, 2004. As a result of the restatement, our gross
profit decreased to $1,435,000 and $2,647,000 in the thirteen and twenty-six
weeks ended July 2, 2005 and decreased to $1,440,000 and $2,365,000 in the
thirteen and twenty-six weeks ended June 26, 2004. The restatement did not
impact our operating income in any period.

The impact of the aforementioned restatement with respect to the financial
statements for the

                                       16

<PAGE>


thirteen and twenty-six weeks ended July 2, 2005 and June 26, 2004 is summarized
below:

<TABLE>
<CAPTION>
                                     Thirteen weeks ended                            Thirteen weeks ended
                                         July 2, 2005                                   June 26, 2004
                        ----------------------------------------------- -----------------------------------------------
                         (Previously                          (As         (Previously                          (As
                          Reported)      (Adjustment)       restated)      Reported)      (Adjustment)       restated)
                        -------------- ----------------- -------------- ---------------- ----------------- ------------
                                                                (in thousands)
<S>                         <C>              <C>             <C>            <C>                <C>             <C>
Cost of sales               $3,371           $285            $3,656         $3,444             $265            $3,709
                            ======           ====            ======         ======             ====            ======
Gross profit                 1,720           (285)            1,435          1,705             (265)            1,440
                             =====           ====             =====          =====             ====             =====
Selling expense                556           (285)              271            505             (265)              240
                               ===           ====               ===            ===             ====               ===
Total operating
expenses                     1,226           (285)              941          1,240             (265)              975
                             =====           ====               ===          =====             ====               ===
</TABLE>


<TABLE>
<CAPTION>
                                    Twenty-six weeks ended                         Twenty-six weeks ended
                                         July 2, 2005                                   June 26, 2004
                        ----------------------------------------------- -----------------------------------------------
                         (Previously                          (As         (Previously                          (As
                          Reported)      (Adjustment)       restated)      Reported)      (Adjustment)       restated)
                        -------------- ----------------- -------------- ---------------- ----------------- ------------
                                                                (in thousands)
<S>                         <C>              <C>             <C>            <C>              <C>             <C>
Cost of sales               $6,145           $539            $6,684         $6,283           $493            $6,776
                            ======           ====            ======         ======           ====            ======
Gross profit                 3,186           (539)            2,647          2,858           (493)            2,365
                             =====           ====            ======          =====           ====             =====
Selling expense              1,055           (539)              516            979           (493)              486
                             =====           ====               ===            ===           ====               ===
Total operating
expenses                     2,563           (539)            2,024          2,294           (493)            1,801
                             =====           ====             =====          =====           ====             =====
</TABLE>


Liquidity and Capital Resources

As of July 2, 2005, we had approximately $2.0 million in cash and equivalents
and our working capital was approximately $4.0 million.


On March 23, 2004, our Board of Directors ratified certain purchases and brought
the aggregate number of shares subject to our repurchase program up to 1,250,000
shares. During the period December 28, 2003 through January 1, 2005, we
purchased an additional 258,000 shares at a cost of $887,000, bringing
cumulative totals at January 1, 2005 to 1,118,700 shares at a total cost of
$3,483,000 or $3.05 per share. During the thirteen week period ended July 2,
2005, we purchased an additional 5,700 shares at a cost of $18,000, bringing
cumulative totals through July 2, 2005 to 1,124,400 shares at a total cost of
$3,501,000 or $3.11 per share. All of the above shares were retired to treasury,
with a resultant reduction in additional paid-in capital.

                                       17



<PAGE>


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

Inflation and Seasonality

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

Market Risk

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

Off-Balance Sheet Arrangements

None.

Contractual Obligations

As of July 2, 2005, we did not have any contractual obligations or commercial
commitments, including obligations of discontinued operations.

Risk Factors

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

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

                                       18



<PAGE>


disruptive to our business, which could have a material adverse effect on our
business and results of operations.

Dependence on Key Customers. During the years ended January 1, 2005 and December
27, 2003, Trader Joe's, a West Coast based health food supermarket chain,
accounted for 21% and 22% of our net sales, respectively, and Eskimo Pie, our
East Coast frozen dessert distributor, accounted for 11% and 14% of our net
sales, respectively. During the twenty-six week period ended July 2, 2005,
Trader Joe's and Eskimo Pie accounted for 22% and 11% of our net sales,
respectively. The loss of a substantial portion of our sales to either of these
customers would have a material adverse affect on our company.

Dependence on Key Suppliers. During the years ended January 1, 2005 and December
27, 2003, we purchased approximately 64% and 66% of our finished goods,
respectively, from Kemps Foods and we purchased 15% and 13% of our finished
goods, respectively, from Franklin Foods. During the twenty-six week period
ended July 2, 2005 we purchased approximately 65% and 14% of our finished goods
from Kemps Foods and Franklin Foods, respectively. Although we believe that
there will be no problem in continuing to obtain these finished goods from these
companies or alternative sources in the future, any disruption in supply could
have a material adverse affect on our company.

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

Control of the Company. Our Chairman of the Board and Chief Executive Officer,
David Mintz, holds 2,630,440 shares of common stock representing approximately
47% of the outstanding shares, permitting him as a practical matter to elect all
members of the Board of Directors and thereby effectively control the business,
policies and management of our company.

Item 3.  Controls and Procedures

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


                                       19

<PAGE>



There were no changes to our internal control over financial reporting that
occurred during the period covered by this quarterly report on Form 10-QSB that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

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

                                       20

<PAGE>

                           PART II - OTHER INFORMATION

                               TOFUTTI BRANDS INC.


Item 1.  Legal Proceedings

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

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

         None.

Item 3.  Default Upon Senior Securities

         None.

Item 4.  Submission of Matters to a Vote of Shareholders

         During the thirteen week period ended July 2, 2005, we held
         our Annual Meeting of Shareholders.

         At the meeting, held on June 9, 2005, our shareholders voted
         for:

                                       21



<PAGE>


               1.     The election of the following directors to hold office for
                      a term until their successors are duly elected and
                      qualified at the Company's 2006 Annual Meeting of
                      Shareholders.

                                            For          Withheld        % For
                                            ---          --------        -----
               David Mintz               5,329,311         44,461        99.54
               Joseph Fischer            5,349,581         24,491        94.90
               Aron Forem                5,349,865         24,407        94.91
               Reuben Rapoport           5,347,415         26,657        94.87
               Franklyn Snitow           5,349,481         24,591        94.90

               2.     The ratification of the appointment of Amper, Politziner &
                      Mattia, P.C. to examine the Company's accounts for the
                      fiscal year ending December 31, 2005.

                                     For      Against      Abstained     % For
                                     ---      -------      ---------     -----
                                  6,354,967     7,140        11,965       95.00



Item 5.  Other Information

         None.



Item 6.  Exhibits

(a)      Exhibits

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

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

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

3.2       By-laws.(1)

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

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


                                       22

<PAGE>


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

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

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

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

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

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

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

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

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

                                       23


<PAGE>


                                   SIGNATURES

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

                                          TOFUTTI BRANDS INC.
                                              (Registrant)



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



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

Date: March 21, 2006


                                       24