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 June 26, 2004

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


Commission file number:  1-9009

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

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


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

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

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

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

                                  Yes X No ___

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     As of  August 6, 2004 the  Issuer had 5,636,867 shares of Common Stock, par
value $.01, outstanding.

     Transitional Small Business Disclosure Format (check one):

                                   Yes__ No X



<PAGE>




                                      TOFUTTI BRANDS INC.

                                             INDEX


                                                                            Page
                                                                            ----

Part I - Financial Information:

Item 1.        Condensed Balance Sheets - June 26, 2004
                 (Unaudited) and December 27, 2003 (Audited)                 3

               Condensed Statements of Income -
                 (Unaudited) - Thirteen and Twenty-Six Week Periods
                 ended June 26, 2004 and June 28, 2003                       4

               Condensed Statements of Cash Flows -
                 (Unaudited) - Twenty-Six Week Periods ended June 26, 2004
                 and June 28, 2003                                           5

               Notes to Condensed Financial Statements -
                 (Unaudited)                                                 6

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

Item 3.        Controls and Procedures                                      16

Part II - Other Information:

Item 2.        Legal Proceedings                                            17

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

Item 6.        Exhibits and Reports on Form 8-K                             18

               Signatures                                                   19

                                        2

<PAGE>





                         PART I - FINANCIAL INFORMATION
Item 1.
                               TOFUTTI BRANDS INC.
                            Condensed Balance Sheets
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                    June 26,        December 27,
                                                                      2004              2003
                                                                   (Unaudited)        (Audited)
                                                                   -----------        ---------
   <S>                                                              <C>                <C>
   Assets
   Current assets:
       Cash and equivalents                                         $1,709             $2,557
       Accounts receivable (net of allowance
           for doubtful accounts of $184 and $149, respectively)     1,679              1,508
       Inventories                                                     542                774
       Prepaid expenses                                                  7                 --
       Prepaid income taxes                                            182                 55
       Deferred income taxes                                           220                220
                                                                     -----                ---
                  Total current assets                               4,339              5,114
       Fixed assets(net of accumulated amortization
           of $7 and $5, respectively)                                  41                 43
   Other assets                                                         16                 16
                                                                    ------                 --
                  Total assets                                      $4,396             $5,173
                                                                    ======             ======

   Liabilities and Stockholders' Equity

   Current liabilities:
       Accounts payable and accrued expenses                           740               $471
       Accrued officers' compensation                                    -                500
       Income taxes payable                                            255                105
                                                                       ---                ---
                  Total current liabilities                            995              1,076
                                                                       ---              -----

   Commitments and contingency                                          --                 --

   Stockholders' equity:
   Preferred stock - par value $.01 per share;
           authorized 100,000 shares, none issued                       --                 --
   Common stock- par value $.01 per share;
           authorized 15,000,000 shares, issued and
           outstanding 5,636,867 at June 26, 2004
           and 5,709,867 shares at December 27, 2003                    56                 57
       Additional paid-in capital                                      162              1,193
       Accumulated earnings                                          3,183              2,847
                                                                     -----              -----
                  Total stockholders' equity                         3,401              4,097
                                                                    ------              -----
                  Total liabilities and stockholders' equity        $4,396             $5,173
                                                                    ======             ======
</TABLE>

            See accompanying notes to condensed financial statements.

                                       3

<PAGE>





                              TOFUTTI BRANDS, INC.
                         Condensed Statements of Income
                                   (Unaudited)
                    (in thousands, except per share figures)
<TABLE>
<CAPTION>
                                        Thirteen         Thirteen        Twenty-six       Twenty-six
                                       weeks ended     weeks ended      weeks ended       weeks ended
                                      June 26, 2004   June 28, 2003    June 26, 2004     June 28, 2003
                                      -------------   -------------    -------------     -------------
<S>                                      <C>              <C>             <C>               <C>
Net sales                                $5,149           $5,080          $9,141            $9,594
Cost of sales                             3,444            3,424           6,283             6,349
                                          -----            -----           -----             -----
        Gross profit                      1,705            1,656           2,858             3,245
                                          -----            -----           -----             -----
Operating expenses:
   Selling                                  505              500             979               983
   Marketing                                142              195             264               376
   Research and development                 136              111             229               243
   General and administrative               457              402             822               737
                                          -----              ---           -----               ---
                                          1,240            1,208           2,294             2,339
                                          -----            -----           -----             -----
Operating income                            465              448             564               906
Interest income                               3                3               4                 5
Income before income taxes                  468              451             568               911
Income taxes                                204              186             232               377
                                            ---              ---            ----               ---
Net income                                 $264             $265            $336              $534
                                           ====             ====            ====              ====
Weighted average common
  shares outstanding:
        Basic                             5,702            5,719           5,727             5,775
                                          =====            =====           =====             =====
        Diluted                           6,296            6,696           6,313             6,745
                                          =====            =====           =====             =====
Net income per share:
        Basic                             $0.05            $0.05           $0.06             $0.09
                                          =====            =====           =====             =====
        Diluted                           $0.04            $0.04           $0.05             $0.08
                                          =====            =====           =====             =====

</TABLE>


            See accompanying notes to condensed financial statements.

                                       4

<PAGE>




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


                                                  Twenty-six       Twenty-six
                                                     weeks            weeks
                                                     ended            ended
                                                  June 26, 2004   June 28, 2003
                                                  -------------   -------------

  Cash flows from operating activities, net       $   184             $617

  Cash flows from investing activities                  -              (48)

  Cash flows from financing activities, net        (1,032)            (457)
                                                   ------            -----
        Net change in cash and equivalents           (848)            (112)

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

  Cash and equivalents at end of period            $1,709           $2,346
                                                   ======           ======

  Supplemental cash flow information:
             Income taxes paid                       $205             $318
                                                     ====             ====











            See accompanying notes to condensed financial statements.

                                        5

<PAGE>





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


Note 1:  Description of Business

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

Note 2:  Basis of Presentation

        The accompanying financial information is unaudited, but, in the opinion
        of management, reflects all adjustments (which include only normally
        recurring adjustments) necessary to present fairly the Company's
        financial position, operating results and cash flows for the periods
        presented. Certain information and footnote disclosures normally
        included in financial statements prepared in accordance with accounting
        principles generally accepted in the United States of America have been
        condensed or omitted pursuant to the rules and regulations of the
        Securities and Exchange Commission. The financial information should be
        read in conjunction with the audited financial statements and notes
        thereto for the year ended December 27, 2003 included in the Company's
        Annual Report on Form 10-KSB filed with the Securities and Exchange
        Commission. The results of operations for the thirteen and twenty-six
        week periods ended June 26, 2004 are not necessarily indicative of the
        results to be expected for the full year.

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

Note 3:  Inventories

        The composition of inventories is as follows:

                                                 June 26,      December 27,
                                                   2004            2003
                                                   ----            ----

                 Finished products                 $336            $532
                 Raw materials and packaging        206             242
                                                    ---             ---
                                                   $542            $774



                                        6

<PAGE>





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

Note 4:  Income Taxes

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

Note 5:  Market Risk

        We invest our excess cash, should there be any, in bank certificates of
        deposit, high rated money market funds and repurchase agreements. 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 6: 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.


                                        7

<PAGE>


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

        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
                                                 June 26, 2004   June 28, 2003    June 26, 2004    June 28, 2003
                                                 -------------   -------------    -------------    -------------
<S>                                                <C>                <C>               <C>            <C>
Numerator
   Net income-basic . . . . . . . . . . . . .      $264               $265              $232           $534
                                                   ====               ====              ====           ====
                                                   $264               $265              $336           $534
                                                   ====               ====              ====           ====
Denominator
   Denominator for basic earnings per share
       Weighted average shares  . . . . . . .     5,702              5,719             5,727          5,775
                                                  -----              -----             -----          -----
Effect of dilutive securities
        Stock options . . . . . . . . . . . .       594                977               586            970
                                                    ---                ---               ---            ---
   Denominator for diluted earnings per share     6,296              6,696             6,313          6,745
                                                  -----              -----             -----          -----
   Earnings per share
        Basic . . . . . . . . . . . . . . . .     $0.05              $0.05             $0.06          $0.09
                                                  =====              =====             =====          =====
        Diluted . . . . . . . . . . . . . . .     $0.04              $0.04             $0.05          $0.08
                                                  =====              =====             =====          =====

</TABLE>


Note 7: Stock-Based Compensation

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

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

                                        8


<PAGE>


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

        Pro forma information regarding net income and earnings per share is
        required by SFAS 123 and SFAS 148, and has been determined as if the
        Company had accounted for its employee stock options under the fair
        value method of that Statement. No options were granted during the
        thirteen and twenty-six weeks ended June 26, 2004 and the thirteen and
        twenty-six weeks weeks ended June 28, 2003.

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

                                                  Thirteen weeks ended       Twenty-six weeks ended
                                                  June 26,    June 27,       June 26,      June 28,
                                                  --------------------       ----------------------
                                                   2004         2003          2004           2003
                                                   ----         ----          ----           ----
<S>                                                <C>          <C>           <C>            <C>
Net income, as reported                             $264         $265          $336           $534
Stock-based employee compensation expense
under fair value method, net of related tax
effects                                               --           --            --             --
                                                    ----        -----          ----           ----
Pro forma net income                                $264         $265          $336           $534
                                                    ====         ====          ====           ====
Earnings per share:
        Basic, as reported                         $0.05        $0.05         $0.06          $0.09
                                                   =====        =====         =====          =====
        Basic, pro forma                           $0.05        $0.05         $0.06          $0.09
                                                   =====        =====         =====          =====
        Diluted, as reported                       $0.04        $0.04         $0.05          $0.08
                                                   =====        =====         =====          =====
        Diluted, pro forma                         $0.04        $0.04         $0.05          $0.08
                                                   =====        =====         =====          =====
</TABLE>

Note 8: Contingency

        The Company was served with a complaint by a candy manufacturer in June
        2003. The plaintiff has alleged that the Company breached its
        obligations in connection with the sale of certain candy bars
        manufactured by the candy manufacturer that were to be distributed by
        the Company within the United States. The candy manufacturer is seeking
        damages in the amount of $309, plus interest. The Company has
        counterclaimed, asserting among other things, that the candy
        manufacturer breached its obligations to the Company and caused it
        damages. The litigation is in its discovery phase and the trial is set
        to begin around September 1, 2004. While the Company feels that the
        complaint is without merit, there can be no assurance that a legal
        finding favorable to it will be entered. The Company intends to
        vigorously defend this action and oppose all relief sought by the
        plaintiff while seeking compensation on its counterclaims.

                                        9

<PAGE>




                               TOFUTTI BRANDS INC.

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

This information should be read in conjunction with the condensed consolidated
financial statements and notes included in Item 1 of Part I of this Quarterly
Report and the audited financial statements and notes thereto and Management's
Discussion and Analysis of Financial Condition and Results of Operations for the
year ended December 27, 2003 contained in our 2003 Annual Report on Form 10-KSB.
The discussion and analysis which follows may contain trend analysis and other
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934 which reflect our current views with respect to future
events and financial results. These include statements regarding our earnings,
projected growth and forecasts, and similar matters that are not historical
facts.

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

Critical Accounting Policies

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

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

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

                                       10

<PAGE>


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

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

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

Results of Operations

Thirteen  Weeks  Ended June 26, 2004  Compared  with  Thirteen  Weeks Ended June
28,2003
--------------------------------------------------------------------------------

Net sales for the thirteen weeks ended June 26, 2004 were $5,149,000, an
increase of $69,000, or 1% from the sales level realized for the thirteen weeks
ended June 28, 2003. As a result of the increase in sales, our gross profit
increased by $49,000 to $1,705,000. Our gross profit percentage was unchanged at
33% for both the 2004 and 2003 periods. Despite the higher sales figure, our
gross margin and percentage have not improved for several reasons. First, during
the current period, we disposed of certain discontinued products at prices far
below their normal prices, which negatively impacted our gross profit.
Additionally, because of the major commitment we are making to obtain additional
shelf space for our products in large chain supermarkets, and as this space is
limited and demand for it very competitive, this required us to increase
spending for additional introductory allowances for the placement of these
products. These current and future costs will have a continuing negative impact
on our gross profit percentage as we expense these costs as incurred against
sales and not over the expected life of these authorizations.

Our cost of sales during the quarter continued to be adversely impacted by
significant industry-wide increases to certain key ingredients and packaging,
due mainly to supply shortages as a result of political events in certain
foreign countries and the general economic situation here in the United States.
To offset these significant cost increases, we instituted a series of price
increases during the first half of this year which should improve our
profitability during the

                                       11

<PAGE>


remainder of 2004. We have also begun, without compromising quality and taste,
replacing higher cost ingredients with functionally similar items at significant
cost savings. Although these substitutions will be ongoing throughout the year,
we do not anticipate any material savings from these substitutions until the
start of the fourth quarter of this year. We anticipate that the positive
combination of sales price increases and ingredient cost decreases will help
improve our gross margin by the end of this year.

Selling expenses increased slightly to $505,000 for the current fiscal quarter
compared with $500,000 for the comparable period in 2003, due to the slight
increase in sales in the current quarter.

Marketing expenses decreased by $53,000 to $142,000 in the fiscal 2004 period
due principally to reductions in public relations, point of sale material and
promotion expenses.

Research and development costs, which consist principally of salary expenses,
increased to $136,000 for the thirteen weeks ended June 26, 2004 compared to
$111,000 for the comparable period in 2003. This increase was mainly
attributable to lab costs and supplies.

General and administrative expenses increased to $457,000 for the current
quarter compared with $402,000 for the comparable period in 2003 primarily due
to an increase in professional fees. The increase in professional fees was due
to legal fees associated with our pending litigation. See Note 8 to the
Condensed Financial Statements.

Bonuses are discretionary and are granted with the approval of our Board of
Directors. Since we have not met expected results for the thirteen weeks ended
June 26, 2004, no accrual for bonus compensation was made.

Interest income was unchanged at $3,000 for the current quarter.

The increase in income tax expense in the second quarter of 2004 to $204,000
from $186,000 in the second quarter of 2003 reflects our slightly higher
operating profit in 2004.

Twenty-Six  Weeks Ended June 26, 2004 Compared with Twenty-Six  Weeks Ended June
28, 2003
--------------------------------------------------------------------------------

Net sales for the twenty-six weeks ended June 26, 2004 were $9,141,000 compared
with $9,594,000 for the twenty-six weeks ended June 28, 2003, a decrease of 5%.
There were several factors for this sales decrease which took place in the first
quarter of this fiscal year. First, our shipping schedule was adversely affected
during the first week of the period due to the loss of shipping days when the
extended New Year's holiday was celebrated by our trucking companies. There was
no such impact on sales in the first week of the corresponding period in fiscal
2003. Second, sales to several of our major customers were significantly lower
than in the corresponding period in 2003. Sales to our major customers fluctuate
widely from period to period and there is no way to accurately predict that
their sales pattern from one year will be

                                       12

<PAGE>


repeated in the corresponding period of the next fiscal year. Since these
accounts are still purchasing the same products as they were last year, we
believe that over the remainder of the year their sales will approximate their
historical levels. The third reason for our sales decline is that we
discontinued certain unprofitable products and product lines starting at the end
2003 and no longer have the benefit of their sales. We believe that
discontinuing these products will benefit our company in the long-term. We
believe that for the balance of the year our sales will return to last year's
levels.

Our gross profit for the current period decreased by $387,000 and our gross
profit percentage decreased from 34% in 2003 to 31% in 2004. Our cost of sales
during the period continued to be adversely impacted by significant
industry-wide increases to certain key ingredients and packaging, due mainly to
supply shortages as a result of political events in certain foreign countries
and the general economic situation here in the United States. Additionally,
because of the major commitment we are making to obtain additional shelf space
for our products in large chain supermarkets, and as this space is limited and
demand for it very competitive, this required us to increase spending for
additional introductory allowances for the placement of these products. These
current and future costs will have a continuing negative impact on our gross
profit percentage as we expense these costs as incurred against sales and not
over the expected life of these authorizations.

Selling expenses decreased slightly to $979,000 for the twenty-six weeks ended
June 26, 2004 compared with $983,000 for the comparable period in 2003, due to
the decrease in sales in the current period.

Marketing expenses decreased by $112,000 to $264,000 in the fiscal 2004 period
due principally to reductions in artwork, public relations, point of sale
material and promotion expenses.

Bonuses are discretionary and are granted with the approval of our Board of
Directors. Since we have not met expected results for the twenty-six weeks ended
June 26, 2004, no accrual for bonus compensation was made.

Research and development costs, which consist principally of salary expenses,
decreased to $229,000 for the twenty-six weeks ended June 26, 2004 compared to
$243,000 for the comparable period in 2003. This decrease was mainly
attributable to a reduction in payroll costs.

General and administrative expenses increased by $85,000 to $822,000 for the
current period compared with $737,000 for the comparable period in 2003
primarily to an increase in professional fees. The increase in professional fees
was due to legal fees associated with our pending litigation. See Note 8 to the
Condensed Financial Statements.

Interest income decreased slightly to $4,000 for the twenty-six weeks ended June
26, 2004 compared to $5,000 for the twenty-six weeks ended June 28, 2003.

                                       13

<PAGE>


The reduction of income tax expense in the twenty-six weeks ended June 26, 2004
to $232,000 from $377,000 in the twenty-six weeks ended June 28, 2003 reflects
our lower operating profit in 2004.

Liquidity and Capital Resources

As of June 26, 2004, we had approximately $1.7 million in cash and equivalents
and our working capital was approximately $3.4 million. As a result of the our
stock repurchase program, we had a negative cash flow for the twenty-six weeks
ended June 26, 2004 of $848,000. Net cash used in financing activities, which
was $1,032,000 for the six months ended June 26, 2004, consisted of stock
repurchases of $900,000 and $324,000 paid to David Mintz upon surrender of his
options, offset by $192,000 in proceeds from the exercise of stock options.

From September 18, 2000 through December 27, 2003, we purchased 860,700 shares
of our common stock at a cost of $2,583,000. During the period December 28, 2003
through June 26, 2004, we purchased an additional 258,000 shares at a cost of
$900,000, bringing cumulative totals to date to 1,118,700 shares purchased at a
total cost of $3,483,000 or $3.11 per share. On March 23, 2004, our Board of
Directors ratified certain purchases and brought the aggregate number of shares
subject to our repurchase program up to 1,250,000 shares.

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

Inflation and Seasonality

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

Market Risk

We invest our excess cash, should there be any, in bank certificates of deposit
and the highest 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 $100,000
per account.

                                       14



<PAGE>


Off-Balance Sheet Arrangements

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

Contractual Obligations

The following table summarizes our contractual obligations and commercial
commitments, including obligations of discontinued operations, as of June 26,
2004.

<TABLE>
<CAPTION>

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

Cautionary Statement Regarding Forward-Looking Information and Risk Factors

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

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

    o   Our Operating Results Vary Quarterly and Seasonally. We have often
        recognized a slightly greater portion of revenues in the second and
        third quarter of the year and in the last month, or even weeks, of a
        quarter. Our expense levels are substantially based on our expectations
        for future revenues and are therefore relatively fixed in the
        short-term. If revenue levels fall below expectations, our quarterly
        results are likely to be disproportionately adversely affected because a
        proportionately smaller amount of our

                                       15

<PAGE>


        expenses varies with its revenues. We expect to continue to experience
        slightly higher sales in the second and third quarters, and slightly
        lower sales in the fourth and first quarters, as a result of reduced
        sales of nondairy frozen desserts. Due to the foregoing factors, in some
        future quarter our operating results may be below the expectations of
        investors. In such event, it is likely that the price of our common
        stock would be materially adversely affected.

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

Item 3.        Controls and Procedures

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

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

                                       16

<PAGE>




                           PART II - OTHER INFORMATION

                               TOFUTTI BRANDS INC.

Item 2.        Legal Proceedings


        Our company was served with a complaint by a candy manufacturer in June
        2003. The plaintiff has alleged that we breached our obligations in
        connection with the sale of certain candy bars manufactured by the candy
        manufacturer that were to be distributed by us within the United States.
        The candy manufacturer is seeking damages in the amount of $308,798,
        plus interest. We have counterclaimed, asserting among other things,
        that the candy manufacturer breached its obligations to us and caused us
        damages. The litigation is in its discovery phase and the trial is set
        to begin around September 1, 2004. While we feel that the complaint is
        without merit, there can be no assurance that a legal finding favorable
        to us will be entered. We intend to vigorously defend this action and
        oppose all relief sought by the plaintiff while seeking compensation on
        its counterclaims.

Item 4.        Submission of Matters to a Vote of Shareholders

               During the thirteen week period ended June 26, 2004, we held our
               Annual Meeting of Shareholders.

               At the meeting, held on June 3, 2004, our shareholders voted for:

               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 2005 Annual Meeting of
                      Shareholders.

                                            For           Against
                                            ---           -------
               David Mintz               5,220,498        107,151
               Joseph Fischer            5,220,998        106,651
               Aron Forem                5,220,998        106,651
               Reuben Rapoport           5,220,348        107,301
               Franklyn Snitow           5,220,998        106,651
               Jeremy Wiesen             5,220,848        106,801

               2.     The ratification of the appointment of Wiss & Company LLP
                      to examine the Company's accounts for the fiscal year
                      ending January 1, 2005.

                                            For           Against      Abstained
                                            ---           -------      ---------
                                         5,230,528         18,135        78,986


                                       17

<PAGE>




               3.     Approval of the adoption of the Tofutti Brands Inc. 2004
                      Non-Employee Directors' Stock Option Plan.

                           For           Against      Abstained      Not Voted
                           ---           -------      ---------      ---------
                        3,139,833        196,692        13,635      1,977,489



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
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.

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

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

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

(b) Reports on Form 8-K:

        None.

                                       18




<PAGE>



                                   SIGNATURES

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

                                            TOFUTTI BRANDS INC.
                                               (Registrant)



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



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

Date: August 12, 2004

                                       19