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 July 1, 2000

         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 7, 2000 the Issuer had 6,354,567  shares of Common Stock,  par
value $.01, outstanding.

           Transitional Small Business Disclosure Format (check one):

                                 Yes     No  X
                                     ---    --





<PAGE>



                               TOFUTTI BRANDS INC.

                                      INDEX


                                                                         Page
                                                                         ----

Part I - Financial Information:

     Item 1.  Condensed Balance Sheets - July 1, 2000
                (Unaudited) and January 1, 2000 (Audited)                  3

              Condensed Statements of Income -
                (Unaudited) - Thirteen and Twenty-six
                week periods ended July 1, 2000 and
                Thirteen and Twenty-seven week periods ended
                July 3, 1999                                                4

              Condensed  Statements of Cash Flows -
                (Unaudited) - Twenty-six week period
                ended July 1, 2000 and
                Twenty-seven week period ended
                July 3, 1999                                               5

              Notes to Condensed Financial Statements -
                (Unaudited)                                               6-8

     Item 2.  Management's Discussion and Analysis of
                Financial Condition and Results of
                Operations                                               9-12


Part II - Other Information:

     Item 4.  Submission of Matters to a Vote  of Shareholders            13

     Item 6.  Exhibits and Reports on Form 8-K                            14

              Signatures                                                  15



                                        2

<PAGE>



                               TOFUTTI BRANDS INC.
                            Condensed Balance Sheets
                                 (000's omitted)

<TABLE>
<CAPTION>
                                                                       July 1,                January 1,
                                                                        2000                     2000
                                                                      --------                  --------
                                                                     (Unaudited)                (Audited)
<S>                                                                     <C>                      <C>
Assets

Current assets:
   Cash and cash equivalents                                            $1,547                   $1,693
   Accounts receivable (net of allowance for doubtful
      accounts of $241 and $200, respectively)                           1,556                      831
    Short-term investments                                                 259                      253
    Inventories                                                            957                      566
    Prepaid expenses                                                         2                        8
    Deferred income taxes                                                  311                      180
                                                                           ---                    -----
         Total current assets                                            4,632                    3,531
                                                                         -----                    -----

Other Assets:
   Deferred income taxes                                                    --                        3
   Other assets                                                            141                      141
                                                                           ---                    -----
                                                                           141                      144
                                                                           ---                    -----

         Total assets                                                   $4,773                   $3,675
                                                                         =====                    =====

Liabilities and Stockholders' Equity

Current liabilities:
   Note payable                                                         $   19                       22
   Accounts payable and accrued expenses                                   459                      129
   Accrued compensation                                                     --                      200
   Income taxes payable                                                    489                      122
                                                                           ---                    -----
         Total current liabilities                                         967                      473

Note payable, less current maturities                                       --                        8
                                                                         -----                    -----

Stockholders' equity:
   Preferred stock                                                          --                       --
   Common stock                                                             64                       63
   Additional paid-in capital                                            3,763                    3,714
   Accumulated deficit                                                     (21)                    (583)
                                                                          ----                     ----

         Total stockholders' equity                                      3,806                    3,194
                                                                         -----                    -----

         Total liabilities and stockholders' equity                     $4,773                   $3,675
                                                                         =====                    =====
</TABLE>


            See accompanying notes to condensed financial statements.




                                        3

<PAGE>



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


<TABLE>
<CAPTION>
                                                   Thirteen             Thirteen             Twenty-six            Twenty-seven
                                                  weeks ended          weeks ended           weeks ended            weeks ended
                                                 July 1, 2000         July 3, 1999           July 1, 2000          July 3, 1999
                                                 ------------         ------------           ------------          ------------

<S>                                                 <C>                  <C>                    <C>                   <C>
Net sales                                           $3,847               $3,412                 $6,872                $6,074
Cost of sales                                        2,363                2,259                  4,292                 3,917
                                                     -----                -----                  -----                 -----
     Gross profit                                    1,484                1,153                  2,580                 2,157
                                                     -----                -----                  -----                 -----

Operating expenses:
  Selling                                              468                  368                    783                   662
  Marketing                                             90                   67                    134                   105
  Research and development                             107                   94                    206                   169
  General and administrative                           292                  272                    558                   484
                                                       ---                  ---                    ---                 -----
                                                       957                  801                  1,681                 1,420
                                                       ---                  ---                  -----                 -----

Operating income                                       527                  352                    899                   737

Interest income (expense)                               16                   (1)                    31                    (2)
                                                        --                  ---                    ---                   ---
Income before income taxes                             543                  351                    930                   735

Income taxes                                           211                  139                    368                   294
                                                       ---                  ---                    ---                   ---

Net income                                            $332                 $212                   $562                  $441
                                                       ===                  ===                    ===                   ===

Weighted average common
 shares outstanding:
     Basic                                           6,341                6,211                  6,323                 6,199
                                                     =====                =====                  =====                 =====
     Diluted                                         7,833                7,392                  7,751                 7,056
                                                     =====                =====                  =====                 =====

Net income per share:
     Basic                                           $0.05                $0.03                  $0.09                 $0.07
                                                     =====                =====                  =====                 =====
     Diluted                                         $0.04                $0.03                  $0.07                 $0.06
                                                     =====                =====                  =====                 =====



</TABLE>



            See accompanying notes to condensed financial statements.



                                        4

<PAGE>



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

                                             Twenty-six        Twenty-seven
                                                weeks               weeks
                                                ended               ended
                                             July 1, 2000       July 3,1999
                                             ------------       -----------

Cash flows from operating
  activities, net                              $ (185)             $518

Cash flows from financing activities               39                70
                                                 ----               ---
  Net change in cash and
    cash equivalents                             (146)              588

Cash and cash equivalents,
  at beginning of period                        1,693               407
                                                -----               ---

Cash and cash equivalents,
  at end of period                             $1,547              $995
                                               ======              ====

Supplemental  disclosures of cash flow
  information:
  Cash paid during the period for:
          Interest                             $    2             $  3
                                               ======             ====
          Income taxes                         $  129             $ --
                                               ======             ====
















            See accompanying notes to condensed financial statements.



                                        5

<PAGE>



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

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
          generally  accepted  accounting  principles  have  been  condensed  or
          omitted  pursuant to the rules and  regulations  of the Securities and
          Exchange  Commission.  The  financial  information  should  be read in
          conjunction  with the audited  financial  statements and notes thereto
          for the  fifty-three  weeks  ended  January  1, 2000  included  in the
          Company's  Annual Report on Form 10-KSB filed with the  Securities and
          Exchange Commission. The results of operations for the twenty-six week
          period  ended  July 1,  2000  are not  necessarily  indicative  of the
          results to be expected for the full year.

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

Note 3:   Inventories

          The composition of inventories is as follows:

                                                      July 1,        January 1,
                                                       2000             2000
                                                       ----             ----
           Raw materials and packaging
             supplies                                  $373              352
           Finished goods                               584              214
                                                        ---             ----
                                                       $957              566
                                                       ====             ====






                                        6

<PAGE>



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


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.

          In previous years,  our tax year ended on July 31st. Due to the timing
          difference  between  the  end of the  fiscal  and  tax  year,  we were
          required to make estimates as to our state and federal tax liabilities
          in our  quarterly  and year end  reports.  On March 7,  2000,  the IRS
          approved  a change  of our tax year to  December  31. We filed a short
          year tax return  for the  period  August 1, 1999 to January 1, 2000 on
          March 12,  2000,  which  resulted  in a  federal  tax of $12 and a New
          Jersey state tax of $56.


Note 5:   Market Risk

          We invest our excess cash in bank certificates of deposit,  high rated
          money market funds and repurchase agreements. The bank certificates of
          deposit  are  usually  for a term of not more than six months nor 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 the
          weighted  average number of common shares  outstanding,  including the
          dilutive effects of stock options.





                                        7

<PAGE>



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

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

<TABLE>
<CAPTION>
                                                         Thirteen             Thirteen            Twenty-six            Twenty-seven
                                                           Weeks                Weeks               Weeks                  Weeks
                                                          Ended                 Ended               Ended                  Ended
                                                       July 1, 2000         July 3, 1999         July 1, 2000           July 3, 1999
                                                       ------------         ------------         ------------           ------------
<S>                                                       <C>                   <C>                  <C>                   <C>
Numerator
  Net income-basic.................................       $ 332                 $ 212                $ 562                 $ 441
                                                          =====                 =====                =====                 =====

  Net income-diluted...............................       $ 332                 $ 212                $ 562                 $ 441
                                                          =====                 =====                =====                 =====

Denominator
  Denominator for basic earnings per share
  Weighted average shares .........................       6,341                 6,211                6,323                 6,199
                                                          -----                 -----                -----                 -----

  Effect of dilutive securities
      Stock options................................       1,492                 1,181                1,428                   857
                                                          -----                 -----                -----                   ---

  Denominator for diluted earnings per share.......       7,833                 7,392                7,751                 7,056
                                                          -----                 -----                -----                 -----

  Earnings per share
    Basic..........................................       $0.05                 $0.03                $0.09                 $0.07
                                                          =====                 =====                =====                 =====
    Diluted........................................       $0.04                 $0.03                $0.07                 $0.06
                                                          =====                 =====                =====                 =====


</TABLE>


                                        8

<PAGE>



                               TOFUTTI BRANDS INC.

                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations


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

The discussion and analysis which follows in this Quarterly  Report and in other
reports and documents and 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  Exhibit  99  ("Additional
Information Regarding Forward-Looking  Statements") filed with our Annual Report
on Form 10-KSB for the fiscal  year ended  January 1, 2000 and  incorporated  by
reference to this  Quarterly  Report.  We will  provide  copies of Exhibit 99 to
stockholders  free of charge upon receipt of a written request  submitted to the
Company's  Secretary at Tofutti  Brands Inc., 50 Jackson  Drive,  Cranford,  New
Jersey  07016.  Stockholders  may also obtain copies of Exhibit 99 for a nominal
charge  from  the  Public  Reference  Section  of the  Securities  and  Exchange
Commission  at  450  Fifth  Street,  N.W.,  Washington,  D.C.  20549  or at  the
Commission's website: http://www.sec.gov.

Results of Operations

Thirteen  Weeks Ended July 1, 2000 Compared  with  Thirteen  Weeks Ended July 3,
1999
--------------------------------------------------------------------------------

Net sales for the thirteen weeks ended July 1, 2000 were $3,847,000, an increase
of $435,000,  or 13%, from the sales level realized for the thirteen weeks ended
July 3,  1999.  In the 2000  period,  sales of hard pack  Tofutti  increased  by
$207,000 while food product sales increased by $228,000.



                                        9

<PAGE>



As a result of the increase in sales,  our gross profit for the current  quarter
increased by $331,000 and our gross profit percentage  increased to 39% compared
to 34% for the same period last year. Our gross profit percentage was negatively
impacted  by  significant  industry-wide  price  increases  in paper and plastic
packaging,  which  increased  our  cost of goods  sold.  We  expect  the cost of
packaging to remain at its current high level for the foreseeable future.

We  anticipate  a  continuing  increase  in sales for the balance of the current
fiscal year due to the  introduction of new products and expanded  distribution.
Such increase is dependent upon market  acceptance of these products,  for which
no assurance can be given. In addition,  beginning in the first quarter of 2000,
and continuing  during the second quarter,  we made a major commitment to obtain
additional shelf space for our products in large chain  supermarkets.  This will
require us to spend additional funds for additional  introductory allowances for
the  placement of these  products.  These costs will have a continuing  negative
impact on our gross profit percentage as we expense these costs as incurred.

Selling  expenses  increased  27% to  $468,000  for the current  fiscal  quarter
compared with $368,000 for the comparable  period in 1999. This increase was due
primarily to higher outside  warehouse rental,  freight and commission  expenses
associated  with  the  higher  sales  level  in  2000.   Freight  expenses  were
significantly  impacted by the recent  surge in fuel prices,  which  resulted in
freight carriers adding fuel surcharges to their bills.  Marketing increased 34%
to $90,000 in 2000  compared to $67,000 in 1999 due  primarily to an increase in
spending for artwork and plates for new product package design.

Research and development  costs,  which consist  principally of salary expenses,
increased  to $107,000  for the  thirteen  weeks ended July 1, 2000  compared to
$94,000 for the comparable period in 1999. This increase was mainly attributable
to increased costs for lab supplies,  equipment repairs and outside professional
fees related to additional Kosher supervision costs.

General  and  administrative  expenses  increased  to  $292,000  for the current
quarter  compared with $272,000 for the comparable  period in 1999 due primarily
to an increase in salary and related  payroll tax and fringe  benefit  expenses,
professional fees and outside services.

Income tax expense  increased  by $72,000 to $211,000  for the period due to the
increase in income for the period.

Twenty-Six Weeks Ended July 1, 2000 Compared with Twenty-Seven  Weeks Ended July
3, 1999
--------------------------------------------------------------------------------

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




                                       10

<PAGE>



Net sales for the  twenty-six  weeks  ended  July 1,  2000 were  $6,872,000,  an
increase of $798,000, or 13%, from the sales level realized for the twenty-seven
weeks  ended  July 3,  1999.  In the 2000  period,  sales of hard  pack  Tofutti
increased by $478,000  while food  product  sales  increased  by $320,000.  As a
result  of the  increase  in sales,  our gross  profit  for the  current  period
increased by $423,000 and our gross profit percentage  increased to 38% compared
to 36% for the same period last year. Due to the increased  expenses  associated
with the  introduction of new products,  we did not achieve our historical gross
margins  during  this  period  and  expect  that our gross  margins  during  the
remainder of 2000 will continue to be affected by these  introductory  expenses.
Additionally, our gross profit percentage was negatively impacted by significant
industry-wide  price increases in paper and plastic  packaging,  which increased
our cost of goods sold. We expect the cost of packaging to remain at its current
high level for the foreseeable future.

Selling  expenses  increased 18% to $783,000 for the twenty-six weeks ended July
1, 2000 compared to $662,000 for the twenty-seven weeks ended July 3, 1999. This
increase  was due  primarily to higher  outside  warehouse  rental,  freight and
commission  expenses  associated  with the higher  sales level in 2000.  Freight
expenses were significantly  impacted by the recent surge in fuel prices,  which
resulted in freight  carriers adding fuel  surcharges to their bills.  Marketing
increased  28% to $134,000 in 2000 compared to $105,000 in 1999 due primarily to
an increase in spending for artwork and plates for new product package design.

Research and development  costs,  which consist  principally of salary expenses,
increased to $206,000 for the  twenty-six  weeks ended July 1, 2000  compared to
$169,000  for  the  comparable   period  in  1999.   This  increase  was  mainly
attributable to increased costs for lab supplies,  equipment repairs and outside
professional fees related to additional Kosher supervision costs.

General and administrative expenses increased to $558,000 for the current period
compared  with  $484,000 for the  comparable  period in 1999 due primarily to an
increase  in  salary  and  related  payroll  tax and  fringe  benefit  expenses,
professional fees and outside services.

Income tax expense  increased  by $74,000 to $368,000  for the period due to the
increase in income for the period.


Liquidity and Capital Resources

At July 1, 2000,  our working  capital was  $3,665,000,  an increase of $607,000
from  January  1,  2000.  At the end of the  twenty-six  week  period,  accounts
receivable  increased  by $725,000  from January 1, 2000 due to the higher sales
level in the  first six  months  of 2000.  Inventories  increased  by  $391,000,
reflecting the  additional  inventory  required to support the Company's  higher
level of  sales  and new  products.  Current  deferred  income  taxes  increased
$131,000 due to the increase in tax assets not deductible in the current period.
At July 1, 2000, accounts payable and accrued liabilities  increased by $330,000
to $459,000, reflecting the higher level of expenditures associated with the



                                       11

<PAGE>



sales and inventory  increase during the first six months of 2000.  Income taxes
payable  increased by $367,000,  which is reflected in the current  provision of
$496,000, less payments of $129,000.

We do not presently have any material  capital  commitments  and  contemplate no
material capital expenditures in the foreseeable future. We believe that we will
be able to fund our operations in 2000 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 not subject to substantial seasonal variations.



                                       12

<PAGE>



                           PART II - OTHER INFORMATION

                               TOFUTTI BRANDS INC.


Item 4.   Submission of Matters to a Vote of Shareholders

          During the thirteen week period ended July 1, 2000, we held our Annual
          Meeting of Shareholders.

          At the meeting,  held on June 6, 2000, 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 2001 Annual Meeting of Shareholders.


                          For             Against      Abstained       Unvoted
                          ---             -------      ---------       -------
   David Mintz            5,954,012        29,684          -              -
   Aron Forem             5,954,112        29,584          -              -
   Reuben Rapoport        5,954,012        29,684          -              -
   Franklyn Snitow        5,953,912        29,784          -              -
   Jeremy Wiesen          5,953,912        29,784          -              -


          2.   The  ratification  of the  appointment  of Wiss & Company  LLP to
               examine the Company's accounts for 2000.


                    For               Against          Abstained       Unvoted
                    ---               -------          ---------       -------
                    5,942,099          5,878             35,719           -




                                       13

<PAGE>



Item 6.   Exhibits and Reports on Form 8-K

(a)  Exhibits

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

3.1.1**      March 1986 Amendment to Certificate of Incorporation.

3.2*         By-laws.

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

27           Financial Data Schedule (filed via EDGAR only).

99****       Additional Information Regarding Forward-Looking Statements.

(b)  Reports on Form 8-K filed during the last quarter of the period  covered by
     this report:

     None.

___________

*    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) and hereby incorporated by reference thereto.

**** Filed as an exhibit to the  Registrant's  Form  10-KSB for the fiscal  year
     ended January 1, 2000 and hereby incorporated by reference thereto.



                                       14

<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 10, 2000



                                       15

<PAGE>


                                  EXHIBIT INDEX



Exhibit                                                                     Page
-------                                                                     ----

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

3.1.1**    March 1986 Amendment to Certificate of Incorporation.

3.2*       By-laws of the Registrant.

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

27         Financial Data Schedule (filed via EDGAR only).

99****     Additional Information Regarding Forward-Looking Statements.

_______________

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

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

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

**** Filed as an exhibit to the  Registrant's  Form  10-KSB for the fiscal  year
     ended January 1, 2000 and hereby incorporated by reference thereto.