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 March 27, 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 May 7, 2004 the  Issuer had  5,721,967  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 - March 27, 2004
           (Unaudited) and December 27, 2003 (Audited)                      3

         Condensed Statements of Income -
           (Unaudited) - Thirteen Week Periods ended March 27, 2004
           and March 29, 2003                                               4

         Condensed Statements of Cash Flows -
           (Unaudited) - Thirteen Week Periods ended March 27, 2004
           and March 29, 2003                                               5

         Notes to Condensed Financial Statements -
           (Unaudited) 6

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

Item 3.  Controls and Procedures                                           16

Part II - Other Information:

Item 2.  Legal Proceedings                                                 17

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

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

         Signatures                                                        19

                                       2


<PAGE>

                         PART I - FINANCIAL INFORMATION
Item 1.
                               TOFUTTI BRANDS INC.
                            Condensed Balance Sheets
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                     March 27,       December 27,
                                                                       2004              2003
                                                                    (Unaudited)        (Audited)
                                                                    -----------        ---------
   <S>                                                                 <C>             <C>
   Assets
   Current assets:
       Cash and equivalents                                            $1,497          $2,557
       Accounts receivable (net of allowance
           for doubtful accounts of $165 and $149, respectively)        1,574           1,508
       Inventories                                                        578             774
       Prepaid expenses                                                    10              --
       Prepaid income taxes                                                71              55
       Deferred income taxes                                              226             220
                                                                          ---             ---
                  Total current assets                                  3,956           5,114
       Fixed assets(net of accumulated amortization
           of $6 and $5, respectively                                      42              43
   Other assets                                                            16              16
                                                                           --              --
                  Total assets                                         $4,014          $5,173
                                                                       ======          ======

   Liabilities and Stockholders' Equity

   Current liabilities:
       Accounts payable and accrued expenses                             $396            $471
       Accrued officers' compensation                                      --             500
       Income taxes payable                                               105             105
                                                                          ---             ---
                  Total current liabilities                               501           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 5,753,967 at March 27, 2004
           and 5,709,867 shares at December 27, 2003                       58              57
       Additional paid-in capital                                         554           1,193
       Accumulated earnings                                             2,901           2,847
                                                                        -----           -----
                  Total stockholders' equity                            3,513           4,097
                                                                        -----           =====
                  Total liabilities and stockholders' equity           $4,014          $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)

                                                   Thirteen         Thirteen
                                                    weeks             weeks
                                                    ended             ended
                                               March 27, 2004     March 29, 2003
                                               --------------     --------------

Net sales                                           $3,992            $4,514
Cost of sales                                        2,838             2,925
                                                     -----             -----
        Gross profit                                 1,154             1,589
                                                     -----             -----
Operating expenses:
    Selling                                            474               483
    Marketing                                          122               181
    Research and development                            93               132
    General and administrative                         366               335
                                                       ---               ---
                                                     1,055             1,131
                                                     -----             -----
Operating income                                        99               458

Interest income                                          1                 2
                                                       ---               ---
Income before income taxes                             100               460

Income taxes                                            46               191
                                                       ---               ---
Net income                                             $54              $269
                                                       ===              ====

Weighted average common shares outstanding:
    Basic                                            5,758             5,723
                                                     =====             =====
    Diluted                                          6,344             6,792
                                                     =====             =====

Net income per share:
    Basic                                            $0.01             $0.05
                                                     =====             =====
    Diluted                                          $0.01             $0.04
                                                     =====             =====


            See accompanying notes to condensed financial statements.

                                       4

<PAGE>




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


                                                 Thirteen        Thirteen
                                                   weeks           weeks
                                                    ended          ended
                                               March 27, 2004   March 29, 2003
                                               --------------   --------------

  Cash flows from operating activities, net        $(422)          $191

  Cash flows from investing activities                --             --

  Cash flows from financing activities, net         (638)          (406)
                                                   ------          -----
        Net change in cash and equivalents        (1,060)          (215)

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

  Cash and equivalents at end of period           $1,497         $2,019
                                                  ======         ======

  Supplemental cash flow information:
             Income taxes paid                       $65           $108
                                                     ===           ====











            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 week period ended
        March 27, 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:

                                                  March 27,     December 27,
                                                    2004            2003
                                                    ----            ----
                 Finished products                  $351            $532
                 Raw materials and packaging         227             242
                                                     ---             ---
                                                    $578            $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 Weeks      Thirteen Weeks
                                                             Ended                Ended
                                                         March 27, 2004      March 29, 2003
                                                         --------------      --------------
      <S>                                                    <C>                  <C>
      Numerator
        Net income-basic...........................           $54                 $ 269
                                                              ===                 =====
        Net income-diluted.........................           $54                 $ 269
                                                              ===                 =====

      Denominator
        Denominator for basic earnings per share
           weighted average shares ................          5,758                5,723
                                                             -----                -----
        Effect of dilutive securities
           stock options...........................            586                1,069
                                                               ---                -----
        Denominator for diluted earnings per share.          6,344                6,792
                                                             -----                -----

        Earnings per share
          Basic....................................          $0.01                $0.05
                                                             =====                =====
          Diluted..................................          $0.01                $0.04
                                                             =====                =====
</TABLE>


Note 7: 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.


                                        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 FAS 123 and FAS 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 weeks ended March 27, 2004 and the thirteen weeks ended March
        29, 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:

                                                      Thirteen weeks ended
                                                       March 27, March 29,
                                                     ----------------------
                                                     2004            2003
                                                     ----            ----
Net income, as reported                            $   54          $  269

Stock-based employee compensation expense
under fair value method, net of related tax
effects                                                --              --
                                                    -----           -----
Pro forma net income                               $   54          $  269
                                                   ======          ======

Earnings per share:
        Basic, as reported                          $0.01           $0.05
                                                    =====           =====
        Basic, pro forma                            $0.01           $0.05
                                                    =====           =====
        Diluted, as reported                        $0.01           $0.04
                                                    =====           =====
        Diluted, pro forma                          $0.01           $0.04
                                                    =====           =====

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. The current trial
        date is 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

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.

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
                                       10

<PAGE>



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
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 March 27, 2004 Compared with Thirteen Weeks Ended March 29,
2003
--------------------------------------------------------------------------------

Net sales for the thirteen weeks ended March 27, 2004 were $3,992,000, a
decrease of $522,000, or 12%, from the sales level realized for the thirteen
weeks ended March 29, 2003. There were several factors for this sales decrease.
First, our shipping schedule was adversely affected during the first week of the
quarter due to the loss of shipping days when the extended New Year's holiday
was celebrated by our trucking companies. There was no such impact on sales in
the first week of the first quarter of fiscal 2003. Second, sales to several of
our major customers were significantly lower than in the corresponding quarter
in 2003. Sales to our major customers fluctuate widely from quarter to quarter
and there is no way to accurately predict that their sales pattern from one year
will be repeated in the corresponding quarter 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

                                       11

<PAGE>


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.

As a result of the decrease in sales, our gross profit in the current period
decreased by $435,000, or 27% to $1,154,000. Our gross profit percentage also
decreased to 29% for the period ending March 27, 2004, compared to 35% for the
period ending March 29, 2003. Most of our sales decline this quarter was in
frozen dessert products, which have a higher gross margin than our refrigerated
and other food products. We also 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 or price
increases during the first quarter of this year which will be fully implemented
by the end of the second quarter 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 decreased slightly by 2% to $474,000 for the current fiscal
quarter compared with $483,000 for the comparable period in 2003. This decrease
was due primarily to a reduction in sales in the first quarter of 2004.

Marketing expenses decreased by $59,000 to $122,000 in the fiscal 2004 period
due principally to reductions in point of sale material expenses of $25,000 and
promotions expenses of $29,000.

Research and development costs, which consist principally of salary expenses,
decreased to $93,000 for the thirteen weeks ended March 27, 2004 compared to
$132,000 for the comparable period in 2003. This decrease was mainly
attributable to decreased costs for payroll and lab supplies.

General and administrative expenses increased to $366,000 for the current
quarter compared with $335,000 for the comparable period in 2003 due primarily
to an increase in professional fees of $36,000. The increase in professional
fees was due to legal fees for pending litigation. See Note 8 to the Condensed
Financial Statements.
                                       12

<PAGE>


Interest income was $1,000 for the current fiscal quarter as compared with
$2,000 for the comparable period in 2003. The decrease was primarily
attributable to a combination of lower cash deposits and prevailing interest
rates in 2004.

The reduction of income tax expense in the first quarter of 2004 to $46,000 from
$191,000 in the first quarter of 2003 reflects our lower operating profit in
2004.

Liquidity and Capital Resources

As of March 27, 2004, we had approximately $1.5 million in cash and equivalents
and our working capital was approximately $3.5 million. As a result of the
payment of the bonuses that were accrued in 2003, we recorded negative cash flow
from operating activities of $422,000 for the three months ended March 27, 2004.
Net cash used in financing activities, which was $638,000 for the three months
ended March 27, 2004, consisted of stock repurchases of $507,000 and $324,000
paid to David Mintz upon surrender of his options, offset by $193,000 in
proceeds from the exercise of stock options.

From September 18, 2000 through December 27, 2003, we purchased 860,700 shares
at a cost of $2,583,000. During the period December 28, 2003 through March 27,
2004, we purchased an additional 140,900 shares at a cost of $507,000, bringing
cumulative totals to date to 1,001,600 shares purchased at a total cost of
$3,090,000 or $3.09 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.

From March 28, 2004 through May 3, 2004, we purchased an additional 32,000
shares for $115,000, bringing the total of shares purchased to date to 1,033,600
shares for $3,205,000, or $3.10 per share.

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.

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, as well as for stock repurchases. We do not presently have any
material capital commitments and contemplate no material capital expenditures in
the foreseeable future. We believe that we have sufficient funds to complete the
stock repurchase program as currently authorized and to fund our operations
during the remainder of 2004 from our current resources.

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

                                       13

<PAGE>



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.

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 March 27,
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>


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 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. We believe that we have no outstanding
risk factors in the sale and distribution of our products and feel that the
business associated with our current primary distributor, Eskimo Pie Frozen
Distribution, Inc., can be easily transferred to another distributor if
necessary.

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

                                       14
<PAGE>

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.

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

Reliance on a Limited Number of Key Personnel. Our success is significantly
dependent on the services of David Mintz (age 72), Chief Executive Officer and
Steven Kass (age 52), 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.

Our Stock Price is Subject to Volatility. The market price of our common stock
has been subject to fluctuation in the past and may be subject to wide
fluctuations in the future in response to announcements concerning us or our
competitors, quarterly variations in operating results, the introduction of new
products or changes in product pricing policies by us or our competitors,
general market conditions in the industry, developments in the financial markets
and other factors.


We Do Not Intend to Pay Cash Dividends. Our policy is to retain earnings, if
any, for use in our business and, for this reason, we do not intend to pay cash
dividends on our shares of common stock in the foreseeable future.

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.

                                       15

<PAGE>



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. The current trial
        date is 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
        -----------------------------------------------

     None.

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

(a)     Exhibits

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

3.1.1**          March 1986 Amendment to Certificate of Incorporation.

3.2*             By-laws.

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

                                       17


<PAGE>


------------------
*       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: May 11, 2004

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