SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 29, 2001

                         Commission File Number: 1-9009

                               TOFUTTI BRANDS INC.
                 (Name of small business issuer in its charter)

                Delaware                                       13-3094658
     (State or other jurisdiction of                        (I.R.S. Employer
     incorporation or organization)                        Identification No.)

 50 Jackson Drive, Cranford, New Jersey                           07016
(Address of principal executive offices)                       (Zip Code)

Issuer's telephone number:  (908) 272-2400

Securities registered pursuant to Section 12(b) of the Act:

         Title of each class                      Name of each exchange
         -------------------                        on which registered
Common Stock, par value $.01 per share              -------------------
                                                  American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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,  and (2) has been
subject to such filing requirements for the past 90 days.

                             Yes  x  No
                                 ---   ---

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

Issuer's revenues for its most recent fiscal year: $16,254,000

The aggregate  market value of voting stock held by  non-affiliates  computed by
reference to the closing  sale price of such stock,  as reported by the American
Stock Exchange, on March 20, 2002 was $6,455,000.

As of March 20, 2002, the Registrant had 6,131,267  shares of Common Stock,  par
value $.01, outstanding.

Transitional Small Business Disclosure Format      Yes    No  x.
                                                      ---    ---



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     This  Annual  Report  on  Form  10-KSB  contains  various  "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and
within the Private  Securities  Litigation Reform Act of 1995, as amended.  Such
forward-looking  statements  reflect  our  current  view with  respect to future
events and financial  results.  Forward-looking  statements  usually include the
verbs "anticipates,"  "believes,"  "estimates,"  "expects,"  "intends," "plans,"
"projects,"  "understands"  and other verbs  suggesting  uncertainty.  We remind
readers that  forward-looking  statements are merely  predictions  and therefore
inherently  subject to  uncertainties  and other  factors and involve  known and
unknown  risks  that  could  cause the actual  results,  performance,  levels of
activity,  or our achievements,  or industry results, to be materially different
from any future results,  performance,  levels of activity,  or our achievements
expressed or implied by such forward-looking  statements.  Readers are cautioned
not to place undue  reliance on these  forward-looking  statements,  which speak
only as of the date hereof.  We undertake no obligation to publicly  release any
revisions to these forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.

     We have  attempted to identify  additional  significant  uncertainties  and
other factors affecting  forward-looking  statements in the Risk Factors section
which appears in Item 1 - Business.

Item 1. Description of Business

GENERAL

     We are engaged in the  development,  production and marketing of TOFUTTI(R)
brand nondairy  frozen  desserts and other food products.  TOFUTTI  products are
nondairy, soy-based products which contain no butterfat, cholesterol or lactose.
Our products are 100% milk free yet offer the same texture and full-bodied taste
as their dairy  counterparts.  Our  products  are also free of  cholesterol  and
derive their fat from soy and corn,  both naturally  lower in saturated fat than
dairy products.

     During 2001, we introduced  several new products.  Among them were a frozen
dessert stick novelty,  Totally Fudge Pops(R),  and Super Soy Supreme,  a frozen
dessert which is sold in 500 ml (17 oz.) containers.  Both are made with organic
sugar and have no  gluten  added.  We also  introduced  two new  Cutie  flavors,
Cookies & Cream and Coffee Break, as well as a no sugar added vanilla Cutie.

     We were  organized  under  the  laws of the  State  of New York in 1981 and
became a Delaware  corporation  in 1984.  Our  registered  office and  principal
executive offices are located at 50 Jackson Drive,  Cranford,  New Jersey 07016,
our   telephone    number   is   908-272-2400   and   our   email   address   is
tofuttibrands@aol.com.

STRATEGY

     Our  objective  is to be a leading  provider of  nondairy,  soy-based  food
products, primarily frozen desserts and soy-cheese products, to supermarkets and
health food stores.  We intend to continue to introduce  new products that offer
good  taste  while  containing  no  butterfat,  cholesterol  or lactose to these
markets. We believe that our ability to offer a wide range of

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nondairy,  soy-based  parve kosher  products  will continue to provide us with a
competitive advantage.

TOFUTTI PRODUCT LINE

     o    Premium  TOFUTTI(R)  nondairy frozen  dessert,  available in prepacked
          pints,  three-gallon  cans, and soft serve mix, is sold  nationally in
          supermarkets,  health food  stores,  retail  shops,  and  restaurants.
          Premium  TOFUTTI was the first nondairy  frozen dessert to be marketed
          to the general public through  supermarkets.  We currently  offer pint
          containers of premium, hard frozen TOFUTTI in seven flavors:  Vanilla,
          Chocolate Supreme,  Wildberry Supreme, Vanilla Almond Bark(R), Vanilla
          Fudge,  Chocolate Cookie Crunch and Better  Pecan(R).  Premium TOFUTTI
          soft serve mix is available in three flavors:  Vanilla,  Chocolate and
          Peanut Butter.

     o    LOW FAT TOFUTTI offers the calorie-conscious consumer a creamy dessert
          that is 98% fat free and has less than 120 calories per serving.  Sold
          nationally in pints, LOW FAT TOFUTTI is offered in a number of flavors
          including  Chocolate Fudge,  Strawberry  Banana,  Coffee  Marshmallow,
          Vanilla  Fudge and Peach Mango.  LOW FAT TOFUTTI is also  available as
          soft serve mix in two flavors: Vanilla and Chocolate.

     o    TOFUTTI SUPER SOY  SUPREME(TM),  made with organic cane juice crystals
          and with no gluten  added,  is for  those  individuals  looking  for a
          delicious  tasting,  nondairy  frozen dessert without refined sugar or
          artificial  sweeteners.  It is available in 500 ml (17 oz.) containers
          and comes in four  flavors:  Bella  Vanilla(TM),  New  York,  New York
          Chocolate(TM), Cool Cappuccino(TM), and Plum Krazy(TM).

     o    TOFUTTI  SUNDAE HALF GALLONS offer the diet  conscious  consumer a fat
          free,  no sugar  added,  nondairy  frozen  dessert  with the taste and
          texture of premium TOFUTTI. These half gallons are currently available
          in Vanilla Fudge Sundae, Vanilla Strawberry Sundae and Vanilla.

     o    TOFUTTI  CUTIES(R),  our best  selling  product,  are bite size frozen
          sandwiches combining a Vanilla,  Cookies & Cream,  Chocolate,  Coffee,
          Peanut Butter,  Mint Chocolate Chip or Wild Berry filling  between two
          chocolate  wafers.  Half the size of traditional ice cream sandwiches,
          TOFUTTI CUTIES offer consumers a portion controlled treat.  Unlike ice
          cream sandwiches,  CUTIES are totally dairy free, without butterfat or
          cholesterol,  yet with the same  great  taste  that  makes  ice  cream
          sandwiches one of the best selling novelties in the freezer case.

     o    No sugar added  TOFUTTI  CUTIES not only have the same great taste and
          health benefits of our regular  CUTIES,  but combine a creamy no sugar
          added  vanilla  filling  with a crispy,  great  tasting no sugar added
          wafer.

     o    TOFUTTI  TOO-TOO'S  are frozen  dessert  cookie  sandwiches  combining
          creamy and  delicious  TOFUTTI  with a round,  chocolate  chip cookie.
          TOO-TOO'S are available in Vanilla and Vanilla Chocolate Chip.

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     o    TOTALLY FUDGE POPS(R) and CHOCOLATE  FUDGE TREATS are stick  novelties
          that offer the  consumer  the same taste as real fudge  bars.  TOTALLY
          FUDGE POPS, made with organic sugar and with no gluten added,  have 70
          calories  and 1 gram of fat per bar,  while fat free,  no sugar  added
          CHOCOLATE FUDGE TREATS have only 30 calories per bar.

     o    TOFUTTI CRUMB CAKE BARS offer  consumers a milk-free,  crunchie coated
          TOFUTTI  vanilla  stick  novelty.  CRUMB  CAKE BARS are  available  in
          Awesome  Vanilla Fudge and  Sensational  Strawberry.  Awesome  Vanilla
          Fudge has a rich chocolate  fudge center  surrounded by crispy,  dairy
          free chocolate  crunchies,  while  Sensational  Strawberry  features a
          strawberry center surrounded by vanilla crunchies.

     o    TOFUTTI  MONKEY  BARS(R)  are  stick  novelties  that  feature  a rich
          chocolate center surrounded by peanut butter flavored TOFUTTI,  dipped
          in a rich chocolate coating.

     o    HIP HIP  HOORAY  BARS(TM)  are no sugar  added  stick  novelties  that
          combine  creamy vanilla  TOFUTTI with a chocolate  center covered in a
          thick dark chocolate coating.

     o    MARRY ME BARS(TM)  are stick  novelties  that feature  creamy  vanilla
          TOFUTTI  surrounded with a dark chocolate  coating.  Made with organic
          sugar, MARRY ME BARS also have no gluten added.

     o    The  TOFUTTI  CUTIE PIE is a  premium  novelty  treat on a stick  that
          combines a rich,  creamy TOFUTTI  vanilla or chocolate  center covered
          with a chocolate coating.

     o    TOFUTTI ROCK N ROLL FROZEN DESSERT CAKE offers the Tofutti consumer an
          upscale, nondairy frozen dessert alternative to dairy ice cream cakes.

     o    BETTER  THAN  CREAM  CHEESE(R)  is  similar  in taste and  texture  to
          traditional cream cheese,  but is milk and butterfat free and contains
          no  cholesterol.  It is as  versatile  as real cream  cheese,  whether
          spread on a bagel or used in any  favorite  recipe.  The 8 oz.  retail
          packages are available in Plain,  French Onion,  Herbs & Chives,  Wild
          Berry,  Smoked Salmon,  Cheddar,  Garlic & Herb and Garden Veggie. The
          plain  version is also  available in 30 lb. bulk boxes,  while certain
          select flavors are available in 5 lb. containers.

     o    TOFUTTI  LOW FAT  BETTER  THAN  CREAM  CHEESE(R)  has half the fat and
          calories of the original  BETTER THAN CREAM CHEESE with the same great
          taste. It is available in Plain and Herbs & Chives flavors.

     o    SOUR  SUPREME(R) is similar in taste and texture to  traditional  sour
          cream,  but is milk and  butterfat  free and contains no  cholesterol.
          SOUR  SUPREME has the  versatility  of sour cream with the benefits of
          being dairy free.  The 12 oz.  retail  packages are available in Plain
          and  Guacamole.  The plain  version is also  available  in 30 lb. bulk
          boxes.

     o    TOFUTTI  SOY-CHEESE  SLICES(TM)offer  consumers a delicious  nondairy,
          vegan alternative to regular cheese slices.  Available in individually
          wrapped 8 oz. packages,

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          TOFUTTI SOY-CHEESE SLICES come in three flavors: Mozzarella, American,
          and Roasted Garlic.

     o    TOFUTTI POTATO PANCAKES offer the consumer a snack or dinner side dish
          that  combines a delicious  mixture of potatoes and our nondairy  sour
          cream, SOUR SUPREME.

     o    TOFUTTI PIZZA PIZZAZ  combines a delicious pan crust,  zesty sauce and
          TOFUTTI  totally  dairy free  BETTER  THAN  MOZZARELLA  CHEESE  into a
          completely authentic,  yet healthy pizza. TOFUTTI PIZZA PIZZAZ is sold
          three square  slices to a package and is available in the freezer case
          in select supermarkets and health food stores.

     o    TOFUTTI  PIZZA  BAGELS  feature   TOFUTTI's  dairy  free  BETTER  THAN
          MOZZARELLA CHEESE and tomato sauce on a bagel.

     o    TOFUTTI  BLINTZES are frozen  crepes  filled with TOFUTTI  BETTER THAN
          CREAM CHEESE that are dairy and cholesterol  free, yet taste just like
          real  cheese  blintzes.  They can be served  hot,  warm,  or  slightly
          chilled as a main meal or a snack.

     o    TOFUTTI CHEESE PILLOWS are frozen crepes filled with BETTER THAN CREAM
          CHEESE  and a  variety  of  fruit  fillings.  They  are  available  in
          Blueberry Cheese,  Apple Danish & Cheese and Cherry Cheese flavors and
          can be served  hot,  warm,  or  slightly  chilled  as a main meal or a
          snack.

     o    EGG WATCHERS(R) is a fat free  replacement for whole eggs that has the
          taste,  nutrition,  and  versatility of whole eggs without the fat and
          cholesterol and with 60% fewer  calories.  EGG WATCHERS can be used in
          virtually  all recipes  that require  whole eggs.  It appeals to those
          consumers who are concerned about lowering dietary cholesterol and fat
          levels,  but do  not  want  to  give  up  the  great  taste  and  good
          nutritional values of whole eggs.

     o    TOFUTTI  COOKIES are made with all natural  ingredients and unbleached
          flour.  The 16 oz.  packages are available in Peanut  Butter,  Oatmeal
          Raisin,  Chocolate  Chip, and  TOFIGGY(R)  fig bars.  Like all TOFUTTI
          products, they are completely dairy and cholesterol free.

     o    TOFUTTI TOTALLY NUTS, roasted soybeans offer consumers a healthy,  yet
          delicious snack alternative. The soybeans are available in Home Style,
          Onion & Garlic, Bar-B-Q, Honey Roasted and Cinnamon Raisin flavors and
          are sold in 6.5 oz. retail  packages for sale to natural and specialty
          products customers.

     o    Complementing our uncoated soybeans, TOFUTTI Chocolate Dipped Soybeans
          come in 3.5 oz. retail packages and are available in three  varieties:
          Plain Chocolate  Coated,  Chocolate Dipped Coffee Flavored and TOFUTTI
          Smoochies,  which  combine  chocolate  coated  popcorn with  chocolate
          coated soybeans.

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     o    TOFUTTI  candy  bars  combine  a rich,  delicious  chocolate  with soy
          protein that not only tastes good,  but is also  nutritious.  The bars
          come in four different  varieties:  Ipsy Pipsy,  with hazelnut  cream,
          plain  chocolate,  chocolate  with crisped rice,  and  chocolate  with
          almonds.

MARKETING AND DISTRIBUTION

     TOFUTTI  products  are sold and  distributed  across the United  States and
internationally,   and  can  be  found  in  gourmet   specialty  shops,   kosher
supermarkets,  natural/health food stores, and national and regional supermarket
chains.  Generally,  most of our products are sold by  independent  unaffiliated
food  brokers to  distributors  and  sometimes on a direct basis to retail chain
accounts.  Food brokers act as our agents within  designated  territories or for
specific accounts and receive commissions, which average 5% of net sales.

     Until May 30, 2001, the Mattus Ice Cream Company  distributed  our nondairy
frozen dessert  products to supermarket  accounts in the  metropolitan  New York
area.  After that date,  Ice Cream  Partners  USA,  LLC, or ICP, a subsidiary of
Nestle,  became  our  New  York  metropolitan  area  distributor,  as  well  our
distributor in the Southern New Jersey-Philadelphia area, Maryland, Delaware and
Northern  Virginia.  ICP,  formerly  known as  Haagen  Dazs,  has also  been our
distributor of frozen  desserts in the  Southeastern  United States for the last
eleven years.  Total sales to Mattus and ICP in the New York  metropolitan  area
were $1,253,000 or 8% of sales in 2001 as compared to $1,283,000 or 10% of sales
in 2000. We currently sell our frozen dessert  products in most major markets in
the United States, including Atlanta,  Baltimore,  Boston,  Charlotte,  Chicago,
Cincinnati,   Cleveland,   Denver,   Detroit,  Los  Angeles,  Miami,  Milwaukee,
Minneapolis, New York, Orlando, Philadelphia,  Phoenix, Richmond, San Francisco,
Seattle and Tampa.

     We distribute our products through twenty-six  distributors in the national
health  food  market.  Our  sales  to  health  food  distributors  in 2001  were
$8,007,000 or 49% of sales as compared to $6,536,000 or 49% of sales in 2000. In
2001, sales to Trader Joe's, a West Coast based health food  supermarket  chain,
were  $2,785,000  or 17% of sales as compared to  $2,070,000  or 16% of sales in
2000. Overall,  West Coast sales were $4,019,000 or 25% of our sales in 2001, as
compared  to  $3,377,000  or  25% of  sales  in  2000.  Florida,  another  major
geographical  market for us, saw sales increase to $1,824,000 or 11% of sales in
2001  compared  to  $1,350,000  or 10% of sales in 2000.  We  continue to have a
strong presence in the kosher market, with sales of $1,040,000 or 6% of sales in
2001,  as compared  with sales of $824,000 or 6% of sales in 2000.  During 2001,
our sales to food service  accounts  increased to $1,117,000 or 7% of sales,  as
compared with sales of $1,005,000 or 7% of sales in 2000.

     During  2001,  we shipped  TOFUTTI  nondairy  products to  distributors  in
Australia,  Belgium, Bermuda, Canada, England, France, Germany, Israel, Jamaica,
Kuwait, Mexico, the Netherlands,  Panama, Portugal, Spain, Sweden and the United
Arab Emirates. Sales to foreign distributors increased modestly to $1,384,000 or
9% of  sales in 2001,  as  compared  to  $1,248,000  or 9% of sales in 2000.  We
conduct  all of our  foreign  business in U.S.  dollars.  Therefore,  our future
export sales could be adversely affected by an increase in the value of the U.S.
dollar, which could increase the local currency price of our products.

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     We expect the  favorable  sales trend in the  national  health  food,  West
Coast, kosher and food service markets to continue in 2002.

COMPETITION

     TOFUTTI  frozen  desserts  compete  with all forms of ice  cream  products,
yogurt-based  desserts and other soy-based frozen  desserts.  We believe that we
are a leader in the nondairy  frozen  dessert  product  market and have the most
complete  line of nondairy  frozen  dessert  products.  Other  soy-based  frozen
dessert  products  are  presently  being sold in both soft serve and hard frozen
form throughout the United States by established  manufacturers and distributors
of ice cream and other frozen dessert products. The ice cream and frozen dessert
industry  is highly  competitive  and most  companies  with whom we compete  are
substantially larger and have significantly greater resources than us. Our other
products  also  face  substantial  competition  from  both  nondairy  and  dairy
competitive products marketed by companies with significantly  greater resources
than we have.

RESEARCH AND DEVELOPMENT

     During the last two years, David Mintz, Chief Executive Officer, and Reuben
Rapoport,  Director of Product  Development,  have devoted  substantial time and
effort to the development of new products and the  reformulation  of our current
products.  In 2001 and 2000, our research and development expenses were $483,000
and  $397,000,  respectively.  These  amounts do not  include any portion of Mr.
Mintz's salary.

PRODUCTION

     All of our  products  are  manufactured  by  co-packers  to whom we  supply
certain  key  ingredients  for  the  manufacturing   processes.  Our  co-packers
manufacture and package our products and, in certain  instances,  warehouse such
products pending shipment. For certain key product categories,  such as nondairy
frozen  desserts  and  nondairy  cheeses,  we have more than one  co-packer.  We
currently  utilize a total of fourteen  co-packers,  including one in the United
Kingdom and one in Israel.

     We do not have any written production agreements with our co-packers and do
not  anticipate  that we would  encounter  any material  difficulty in obtaining
alternative  production  sources,  at a  comparable  cost,  if one or all of our
contract manufacturers decide to terminate their relationships with us.

     In order to protect our  formulas,  we have  entered  into  confidentiality
arrangements with our contract  manufacturers and their employees.  There can be
no assurance that such  confidentiality  arrangements can or will be maintained,
or that our trade secrets,  know-how and marketing ability cannot be obtained by
others,  or that  others  do not now  possess  similar  or even  more  effective
capabilities.

     KOF-K Kosher Supervision, or KOF-K, of Teaneck, New Jersey provides us with
our kosher  certification  service.  Before KOF-K will permit its certification,
evidenced by its symbol, to be placed on a product,  KOF-K must approve both the
ingredients contained in the product and the facility processing the product. We
believe that our ability to successfully market and

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distribute  our products is dependent  upon our  continued  compliance  with the
requirements  of  rabbinical  certification.   All  TOFUTTI  products  meet  the
requirements for certification as kosher-parve.

TRADEMARKS AND PATENTS

     We have registered our trademark,  TOFUTTI(R), and other trademarks for our
frozen  desserts  and other  products  in the United  States  and  approximately
thirty-six foreign  countries.  We believe our trademarks are an important means
of establishing consumer recognition for our products.

     Although we believe that our formulas and  processes  are  proprietary,  we
have not sought patent protection for such technology.  Instead,  we are relying
on  the   complexity   of  our   technology,   on  trade  secrecy  laws  and  on
confidentiality   agreements.   We  believe   that  our   technology   has  been
independently developed and does not infringe the patents of others.

GOVERNMENT REGULATION

     Companies  engaged in the  manufacture,  packaging and distribution of food
items are subject to extensive  regulation by various government agencies which,
pursuant  to  statutes,  rules,  and  regulations,  prescribe  quality,  purity,
manufacturing  and labeling  requirements.  Food  products are often  subject to
"standard of identity"  requirements which are promulgated at either the Federal
or  state  level to  determine  the  permissible  qualitative  and  quantitative
ingredient  content of food.  To the  extent  that any  product  that we seek to
market does not conform to an applicable standard,  special permission to market
such a product is required.

     Our United  States  product  labels are subject to regulation by the United
States  Food  and Drug  Administration,  or the FDA.  Such  regulations  include
standards for product  descriptions,  nutritional claims, label format,  minimum
type sizes, content and location of nutritional information panels,  nutritional
comparisons,   and  ingredient  content  panels.  Our  labels,  ingredients  and
manufacturing processes are subject to inspection by the FDA. We believe that we
are in compliance with current labeling requirements.

     The Food,  Drug and Cosmetic Act and rules and  regulations  promulgated by
the FDA thereunder,  contain no specific  Federal  standard of identity which is
applicable to TOFUTTI.  TOFUTTI frozen dessert  products meet the New York State
standard of identity  for  "parevine,"  which has been adopted by at least eight
other  states.  Many states  require  registration  and label review before food
products can be sold. While approval in one jurisdiction generally indicates the
products will meet with approval in other  jurisdictions,  there is no assurance
that approval from other jurisdictions will be forthcoming.

     Food  manufacturing  facilities  are  subject  to  inspections  by  various
regulatory  authorities.  A  finding  of a failure  to  comply  with one or more
regulatory  requirements can result in the imposition of sanctions including the
closing  of all or a portion  of a  company's  facilities,  subject  to a period
during which the company can remedy the alleged  violations.  Our Cranford,  New
Jersey  facility is subject to inspection by the New  Jersey-Kosher  Enforcement
Bureau  and  Environmental   Health  Services.   We  believe  that  we  and  our
distributors  and  co-packers  are in compliance  in all material  respects with
governmental regulations regarding our current products

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and have obtained the material  governmental permits,  licenses,  qualifications
and approvals  required for our operations.  Our compliance with Federal,  state
and local  environmental laws has not materially affected us either economically
or in the  manner in which we conduct  our  business.  However,  there can be no
assurance that our company,  our distributors and our co-packers will be able to
comply  with such laws and  regulations  in the future or that new  governmental
laws and  regulations  will not be introduced  that could prevent or temporarily
inhibit the development, distribution and sale of our products to consumers.

EMPLOYEES

     On December 29, 2001, we employed eleven persons on a full-time  basis, the
same number employed as of December 30, 2000. We consider our relations with our
employees to be good.

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.

     Dependence  on  Independent  Distributors.   Historically,   we  have  been
dependent on maintaining satisfactory relationships with our various health food
distributors, Ice Cream Partners USA, LLC, our frozen dessert distributor in the
metropolitan New York area, the Southern New Jersey-Philadelphia area, Maryland,
Delaware  and  Northern  Virginia,  and  the  Southeast  and  other  independent
distributors that have acted as our  distributors.  Our health food distributors
accounted for 49% of our sales in 2001. While we believe that our  relationships
with our distributors  have been  satisfactory and have been instrumental in our
growth,   we  have  at  times   experienced   difficulty  in  maintaining   such
relationships to our satisfaction. Since available distribution alternatives are
limited, there can be no assurance that difficulties in maintaining satisfactory
relationships  with our distributors  will not have a material adverse effect on
our business in the future.

     Recent Growth in Sales and Earnings.  In 2001, our net sales  increased 22%
to  $16,254,000  from  $13,343,000  in  2000.  The  successful  introduction  of
innovative products on a periodic basis has become increasingly important to our
sales growth. Accordingly,  the future degree of market acceptance of any of our
new products, which may be accompanied by significant promotional  expenditures,
is likely to have an important impact on our future financial results.

     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

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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 70),  Chief  Executive  Officer,
Steven Kass (age 50), Chief  Financial  Officer,  and Reuben  Rapoport (age 71),
Director  of  Product  Development.  The  loss of the  services  of any 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  shares  representing  approximately  47%  of the
outstanding  shares of common  stock,  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.

     We Are Subject To Risks Associated With International  Operations.  In 2001
approximately  9% of our revenues  were from  international  sales.  Although we
continue to expand our  international  operations,  we cannot be certain that we
will be  able to  maintain  or  increase  international  market  demand  for our
products.  To the extent that we cannot do so in a timely manner,  our business,
operating results and financial condition will be adversely affected.

     International  operations  are subject to  inherent  risks,  including  the
following:

     o    the impact of possible  recessionary  environments in multiple foreign
          markets;

     o    longer  receivables  collection  periods  and  greater  difficulty  in
          accounts receivable collection;

     o    unexpected changes in regulatory requirements;

     o    potentially adverse tax consequences; and

     o    political and economic instability.

     We may be adversely affected by fluctuations in currency exchange rates. We
do not currently engage in any currency hedging transactions  intended to reduce
the effect of fluctuations in foreign currency  exchange rates on our results of
operations.  Although  exposure to currency  fluctuations  to date has not had a
material adverse effect on our business, there can

                                       10

<PAGE>


be no assurance such fluctuations in the future will not have a material adverse
effect on revenues from  international  sales and,  consequently,  our business,
operating results and financial condition.

     We May  Require  Additional  Capital In The  Future.  Our  working  capital
requirements  and the cash flow provided by our operating  activities are likely
to vary  from  quarter  to  quarter,  depending  on the  timing  of  orders  and
deliveries,  the  build-up  of  inventories,  and the payment  terms  offered to
customers.  We anticipate that our existing capital resources,  will be adequate
to satisfy our working capital and capital expenditure requirements for at least
12 months.  No assurance can be given that we will not consume an unexpected and
significant amount of our available  resources.  Our future capital requirements
will depend on many factors, including continued progress in our expansion plans
and the  success of new  product  introductions.  To the  extent  that the funds
generated  from  our  operations  are  insufficient  to fund our  operating  and
financial  requirements,  we may be required to raise  additional  funds through
public or private financings or other sources. Any equity or debt financings, if
available  at all,  may cause  dilution to our  then-existing  shareholders.  If
additional funds are raised through the issuance of equity  securities,  the net
tangible  book  value  per  share of our  common  shares  may  decrease  and the
percentage ownership of then current shareholders may be diluted. We do not have
any  committed  sources of additional  financing,  and there can be no assurance
that  additional  financing,  if  necessary,  will be available on  commercially
reasonable terms, if at all. If adequate funds are not available,  our business,
financial  condition and results of operations would be materially and adversely
affected.

     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 2. Description of Properties

     Our facilities are located in a modern one-story facility in Cranford,  New
Jersey.  The 6,200 square foot facility  houses our  administrative  offices,  a
warehouse,   walk-in  freezer  and  refrigerator,   and  a  product  development
laboratory and test kitchen. Our lease agreement expired on July 1, 1999, but we
continue to occupy the premises under the terms of that agreement,  subject to a
six month  notification  period for the  landlord or for us with  respect to any
changes.  We currently have no plans to enter into a long-term  lease  agreement
for the facility.  Our annual rental expense was $68,000 in 2001. Our management
believes  that  the  Cranford  facility  will  continue  to  satisfy  our  space
requirements for the foreseeable future.

                                       11

<PAGE>




Item 3. Legal Proceedings

     We are not a party to any material litigation.

Item 4. Submission of Matters to a Vote of Security Holders

     None.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

     Our common stock has traded on the American Stock Exchange under the symbol
TOF since  October 29,  1985.  The  following  table sets forth the high and low
sales prices as reported on the American  Stock Exchange for the two most recent
fiscal years:

Quarter Ended                          High             Low
-------------                         -----            -----
April 1, 2000................         $5.00            $1.63
July 1, 2000.................          3.50             2.00
September 30, 2000...........          2.63             1.75
December 30, 2000............          2.56             1.75
March 31, 2001...............          2.44             1.88
June 30, 2001................          2.37             1.75
September 29, 2001...........          2.75             2.00
December 29, 2001............          2.49             2.00

     As of March 20, 2002, there were approximately 849 direct holders of record
of our common stock.  Based upon the most recent  census  performed by our stock
transfer  agent,  brokerage  houses and other  financial  institutions  hold our
common stock for  approximately  an additional 2,200  shareholders.  We have not
paid and have no present  intention of paying cash dividends on our common stock
in the foreseeable future.

Item 6. 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 audited financial statements.

                                       12



<PAGE>


Fifty-two Weeks Ended December 29, 2001 Compared with Fifty-two Weeks Ended
December 30, 2000
----------------------------------------------------------------------------

     Net sales for the fifty-two weeks ended December 29, 2001 were $16,254,000,
an increase of $2,911,000 or 22% from the sales level realized for the fifty-two
weeks ended  December 30,  2000.  In the 2001 period,  nondairy  frozen  dessert
product sales and food product sales  increased by  $1,762,000  and  $1,149,000,
respectively,  from the 2000 period.  The increases in nondairy  frozen  dessert
sales and food product  sales were  attributable  to an increase in sales of all
categories of frozen  dessert  products and food  products.  Our gross profit in
2001 increased by $553,000 or 11% due primarily to the sales increase, while our
gross  profit  percentage  decreased  to 35% from 39% in 2000.  Our gross profit
percentage  continues to be adversely affected by start-up  manufacturing  costs
associated with our new products and the increased cost of allowances associated
with the introduction of those new products.  We anticipate that while our gross
profit will increase due to increased sales in 2002, our gross profit percentage
will not improve due to manufacturing  start-up costs and promotional allowances
associated  with the planned  introduction  of new products in 2002. In order to
improve  the  gross  profit  percentage,  we have  initiated  a series  of price
increases that will commence in the second quarter of 2002.

     Based on recent sales trends,  we expect  continued  sales increases in our
frozen dessert and food product lines and in most customer categories.

     Selling  expenses  increased  $172,000 or 10% to $1,896,000 for the current
fiscal  year from  $1,724,000  in the 2000  period.  This  increase  was  caused
primarily  by  increases  in freight  ($90,000),  outside  warehouse  ($27,000),
commissions  ($84,000)  and travel and  entertainment  ($56,000)  expenses.  The
increased freight expense,  a variable expense,  is attributable to the increase
in sales and the  increased  cost of fuel.  We do not  anticipate a  significant
reduction  in the cost of shipping in the  foreseeable  future.  The increase in
warehouse  expense is  attributable  to an increase in  inventory to support our
increased level of operations and the increase in operating costs at our outside
warehouses.  The increase in commissions and travel and entertainment expense is
directly related to the increase in sales. These increases were partially offset
by a reduction of bad debt expense ($20,000) and trade show expense ($52,000).

     Marketing expenses increased by $114,000 in 2001 to $391,000. This increase
is  primarily  attributable  to a $97,000  increase  in  promotion  and  product
demonstration  expenses. We believe that these types of marketing expenses are a
cost effective way to market and sell our products.

     Research and development expenses increased to $483,000 in 2001 as compared
to  $397,000  in 2000.  This  increase  was due to the hiring of one  additional
employee and additional  research and development  expenses  associated with our
new  products.  These  additional  expenses  consist  mainly of  start-up  costs
incurred at new co-packing  facilities,  including additional Kosher supervision
costs. Our management  expects that research and development costs will continue
at a slightly higher level for 2002.

     General and administrative  expenses were $1,381,000 for the 2001 period as
compared  with  $1,288,000  for the  comparable  period in 2000,  an increase of
$93,000 or 7%. The $93,000  increase was due primarily to a $70,000  increase in
payroll and office expenses.

                                       13

<PAGE>




     Interest  income was $84,000 for the fifty-two  week period ended  December
29, 2001 as compared  with interest  income of $105,000 for the  fifty-two  week
period ended  December 30, 2000.  The decrease in interest  income was primarily
attributable  to the lower  interest rate available for investment of our funds.
There was no  interest  expense  in 2001  compared  to $2,000 for the year ended
December 30, 2000. Other income also increased by approximately  $184,000 due to
over-accruals of income tax expense in prior years.

     Income before income tax increased  $253,000 from 2000 to 2001 resulting in
an increase  in tax expense of $59,000 to $671,000 in the 2001 fiscal  period as
compared to $612,000 in the 2000 fiscal period.

     Based on the foregoing,  we had net income of $1,150,000 or $0.16 per share
on a diluted  basis for the  fifty-two  week period  ended  December 29, 2001 as
compared  with net income of $956,000 or $0.12 per share on a diluted  basis for
the fifty-two week period ended December 30, 2000.

Income Taxes

     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 had 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. The change did not materially effect our tax liabilities in 2000.

Liquidity and Capital Resources

     At December 29, 2001, our working  capital was  $4,377,000,  an increase of
$605,000  from December 30, 2000.  Our current and quick acid test ratios,  both
measures of  liquidity,  were 7.1 and 6.0,  respectively,  at December  29, 2001
compared to 5.4 and 3.9 at December  30, 2000.  At December  29, 2001,  accounts
receivable   increased  by  $585,000  to  $1,461,000  from  December  30,  2000,
reflecting the substantial increase in sales at the end of the fourth quarter of
2001  as  compared  to the  fourth  quarter  of  2000.  At  December  29,  2001,
inventories   decreased  by  $92,000  from  December  30,  2000,  reflecting  an
improvement  in  inventory.  Prepaid  expenses  increased  slightly by $1,000 to
$10,000 at December 29, 2001 from December 30, 2000. Current deferred tax assets
increased  by $119,000 at December 29, 2001  compared to December 30, 2000.  The
increase in current deferred tax assets is a result of increased  non-deductible
items  available  for future tax  deductions.  At December  29,  2001,  accounts
payable  and accrued  expenses  increased  slightly  from  December  30, 2000 at
$155,000.  Accrued  compensation  was  unchanged  at $375,000 as of December 29,
2001.  The decrease in income taxes  payable of $144,000 to $331,000 at December
29, 2001 represents  sufficient tax prepayments  made in 2001 in anticipation of
2001 tax expense.

     On September  18, 2000,  our Board of Directors  authorized a repurchase of
250,000 shares of our common stock at prevailing  market  prices.  During fiscal
2000 we repurchased  122,400 shares of common stock at a total cost of $247,000.
On May 21, 2001,  our Board of Directors  authorized  the repurchase of up to an
additional  250,000  shares  of  common  stock.  During  2001  we  purchased  an
additional 204,000 shares for $436,000. From December 30, 2001

                                       14

<PAGE>


through  March 20, 2002 we purchased an  additional  55,600  shares at a cost of
$117,000,  bringing  our total  purchases  to 382,000  shares at a total cost of
$800,000 or $2.09 per share.

     In view of the strong  financial  condition  of the  company,  our Board of
Directors on February 26, 2002  authorized us to enter into a  transaction  with
David  Mintz   whereby  Mr.  Mintz   surrendered   480,000  of  his  options  in
consideration  of the  payment  to him  of  $350,000,  an  amount  equal  to the
difference  of 75% of the closing  market price of our common stock on that date
($2.04) less the exercise price of such options.

     We do not 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 during 2002 from 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 minimal seasonal variations with slightly increased sales
in the second and third  quarters of the fiscal  year.  We expect to continue to
experience slightly higher sales in the second and third quarters,  and slightly
lower sales in the fourth and first  quarters,  as a result of reduced  sales of
nondairy frozen desserts during those periods.

Market Risk

     We invest our excess  cash,  should there be any, in 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.


Item 7. Financial Statements

                          Index to Financial Statements


Independent Auditors' Report.................................................F-1

Financial Statements:

Balance Sheets...............................................................F-2

Statements of Income.........................................................F-3

Statements of Changes in Stockholders' Equity................................F-4

Statements of Cash Flows.....................................................F-5

Notes to Financial Statements...........................................F-6-F-12

                                       15

<PAGE>





                          INDEPENDENT AUDITORS' REPORT




The Board of Directors and Stockholders
Tofutti Brands Inc.

     We have audited the  accompanying  balance sheets of Tofutti Brands Inc. as
of December  29, 2001 and  December  30,  2000,  and the related  statements  of
income, changes in stockholders' equity and cash flows for the years then ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the financial  position of Tofutti Brands Inc. as of
December 29, 2001 and December 30, 2000,  and the results of its  operations and
its  cash  flows  for the  years  then  ended,  in  conformity  with  accounting
principles generally accepted in the United States of America.



                                /s/Wiss & Company
                               WISS & COMPANY, LLP


Livingston, New Jersey
March 21, 2002



                                      F-1


<PAGE>


<TABLE>
<CAPTION>
                               TOFUTTI BRANDS INC.
                                 BALANCE SHEETS
               (000's omitted except for share and per share data)

                                                               December 29,       December 30,
                                                                  2001               2000
                                                               ------------       ------------
<S>                                                              <C>                <C>
Assets
Current assets:
     Cash and equivalents                                        $2,329             $2,211
     Short-term investments                                          --                269
     Accounts receivable, net of allowance for doubtful
        accounts of $325 and $270, respectively                   1,461                876
     Inventories                                                    816                908
     Prepaid expenses                                                10                  9
     Deferred income taxes                                          478                359
                                                                    ---                ---
                Total current assets                              5,094              4,632
Other assets:
     Other assets                                                   325                181
                                                                    ---                ---
                                                                 $5,419             $4,813
                                                                 ======             ======

Liabilities and Stockholders' Equity
Current liabilities:
     Note payable                                                $   --             $    8
     Accounts payable and accrued expenses                          155                146
     Accrued compensation                                           375                375
     Income taxes payable                                           187                331
                                                                    ---                ---
                  Total current liabilities                         717                860
                                                                    ---                ---

Commitments and contingencies
Stockholders' equity:
     Preferred stock - par value $.01 per share;
         authorized 100,000 shares, none issued                      --                 --
     Common stock - par value $.01 per share;
         authorized 15,000,000 shares, issued and
         outstanding 6,091,267 shares at December 29,
         2001 and 6,354,567 shares at December 30, 2000              61                 64
     Less: Treasury stock, at cost (18,100 shares and
         122,400 shares at December 29, 2001 and
         December 30, 2000, respectively)                           (38)              (247)
     Additional paid-in capital                                   3,156              3,763
     Accumulated earnings                                         1,523                373
                                                                  -----                ---
                 Total stockholders' equity                       4,702              3,953
                                                                  -----              -----
                 Total liabilities and stockholders' equity      $5,419             $4,813
                                                                 ======             ======
</TABLE>

                 See accompanying notes to financial statements.

                                       F-2

<PAGE>



                               TOFUTTI BRANDS INC.
                              STATEMENTS OF INCOME
                    (000's omitted except for per share data)

                                        Fifty-two weeks         Fifty-two weeks
                                             ended                   ended
                                       December 29, 2001       December 30, 2000
                                       -----------------       -----------------

Net sales                                 $16,254                 $13,343
Cost of sales                              10,550                   8,192
                                           ------                   -----
     Gross profit                           5,704                   5,151
                                            -----                   -----

Operating expenses:
  Selling                                   1,896                   1,724
  Marketing                                   391                     277
  Research and development                    483                     397
  General and administrative                1,381                   1,288
                                            -----                   -----
                                            4,151                   3,686
                                            -----                   -----

Operating income                            1,553                   1,465

Other income                                  268                     103
                                              ---                     ---
Income before income tax                    1,821                   1,568

Income taxes                                  671                     612
                                              ---                     ---

Net income                                 $1,150                    $956
                                           ======                    ====

Weighted average common shares
   outstanding:
   Basic                                    6,153                   6,317
                                            =====                   =====
   Diluted                                  7,291                   7,723
                                            =====                   =====

Net income per share:
   Basic                                    $0.19                   $0.15
                                            =====                   =====
   Diluted                                  $0.16                   $0.12
                                            =====                   =====

                 See accompanying notes to financial statements.


                                      F-3

<PAGE>




<TABLE>
<CAPTION>


                               TOFUTTI BRANDS INC.
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                      (000's omitted except for share data)



                                         Common Stock           Treasury Stock        Additional    Accumulated       Total
                                    ----------------------     -------------------      Paid-In      Earnings      Stockholders'
                                      Shares        Amount      Shares     Amount       Capital     (Deficit)         Equity
                                    ---------       ------     --------    -------    ----------    -----------    -------------

<S>                                 <C>               <C>       <C>         <C>         <C>           <C>             <C>
Balances, January 1, 2000           6,299,567         $63            --     $  --       $3,714        $ (583)         $3,194
Issuance of Common Stock               55,000           1            --        --           49            --              50
Purchase of Treasury Stock                 --          --       122,400      (247)          --            --            (247)
Net Income                                 --          --            --        --           --           956             956
                                    ---------         ---       -------     -----       ------        ------          ------
Balances, December 30, 2000         6,354,567         $64       122,400     $(247)      $3,763        $  373          $3,953
                                    ---------         ---       -------     -----       ------        ------          ------
Issuance of Common Stock               45,000          --            --        --           35            --              35
Purchase of Treasury Stock                 --          --       204,000      (436)          --            --            (436)
Retirement of Treasury Stock         (308,300)         (3)     (308,300)      645         (642)           --              --
Net Income                                 --          --            --        --           --         1,150           1,150
                                    ---------         ---        ------     -----       ------        ------          ------
Balances, December 29, 2001         6,091,267         $61        18,100     $ (38)      $3,156        $1,523          $4,702
                                    =========         ===        ======     =====       ======        ======          ======


</TABLE>




                 See accompanying notes to financial statements.


                                      F-4

<PAGE>





                               TOFUTTI BRANDS INC.
                            STATEMENTS OF CASH FLOWS
                                 (000's omitted)

                                                   Fifty-two         Fifty-two
                                                  weeks ended       weeks ended
                                                  December 29,      December 30,
                                                      2001              2000
                                                  ------------      ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                      $1,150             $  956
   Adjustments to reconcile net income to net
    cash flows from operating activities:
   Provision for bad debts                             40                 60
   Accrued interest on investments                     --                (34)
   Deferred taxes                                    (119)              (176)
   Change in assets and liabilities:
       Accounts receivable                           (625)              (105)
       Inventories                                     92               (342)
       Prepaid expenses                                (1)                (1)
       Accounts payable and accrued expenses            9                 17
       Accrued compensation                            --                175
       Income taxes payable                          (144)               209
                                                   ------             -----
   Net cash flows from operating activities           402                759
                                                   ------             ------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from redemption of investments            269                 --
   Other assets                                      (144)               (22)
                                                   ------             ------
   Net cash flows from investing activities           125                (22)
                                                   ------             ------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Note payable                                        (8)               (22)
   Issuance of common stock                            35                 50
   Purchase of treasury stock                        (436)              (247)
                                                   ------             ------
   Net cash flows from financing activities          (409)              (219)
                                                   ------             ------

NET CHANGE IN CASH AND EQUIVALENTS                    118                518

CASH AND EQUIVALENTS, AT BEGINNING OF PERIOD        2,211              1,693
                                                   ------             ------
CASH AND EQUIVALENTS, AT END OF PERIOD             $2,329             $2,211
                                                   ======             ======

SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid                                   $   --             $    2
                                                   ======             ======
   Income taxes paid                               $  750             $  579
                                                   ======             ======

                 See accompanying notes to financial statements.

                                       F-5

<PAGE>






                               TOFUTTI BRANDS INC.
                          NOTES TO FINANCIAL STATEMENTS
               (000's omitted except for share and per share data)


NOTE 1:  DESCRIPTION  OF THE  BUSINESS  AND  SUMMARY OF  SIGNIFICANT  ACCOUNTING
         POLICIES

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

Fiscal  Year - The Company  operates  on a fiscal  year  ending on the  Saturday
closest to December  31.  Fiscal  years for the  financial  statements  included
herein ended on December 29, 2001 and December 30, 2000.

Estimates and  Uncertainties  - The  preparation of the financial  statements in
conformity with generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities  and 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. Actual results could differ from those estimates.

Revenue  Recognition  -  Revenue  is  recognized  when  goods are  shipped  from
production facilities or outside warehouses.

Concentration  of Credit/Sales  Risk - Financial  instruments  that  potentially
subject the Company to concentration  of credit risk consists  primarily of cash
and unsecured trade  receivables.  The Company  maintains cash balances of up to
$100,000 each in financial institutions which are insured by the Federal Deposit
Insurance  Corporation (FDIC).  During the year, the Company's cash balance at a
financial institution may exceed the FDIC limit.

The Company performs ongoing  evaluations of its customers'  financial condition
and does not require  collateral.  Management  feels that credit risk beyond the
established allowances at December 29, 2001 is limited.

During the years ended  December 29, 2001 and  December  30,  2000,  the Company
derived approximately 91% of its net sales domestically.  The remaining sales in
both periods were exports to various other  countries.  The Company had sales to
two individual  customers  representing  17% and 8% of net sales during 2001 and
16% and 10% of net sales during 2000.

Cash and Equivalents - The Company considers all highly liquid  investments with
original maturities of three months or less to be cash equivalents.

Short-Term  Investments - The Company's  investments  represent  certificates of
deposit  that have a maturity  of less than one year,  which the Company has the
positive intent and ability to hold to maturity.

Inventories  -  Inventories  are stated at the lower of cost or market.  Cost is
determined by the first-in, first-out method.

                                      F-6

<PAGE>

                               TOFUTTI BRANDS INC.
                          NOTES TO FINANCIAL STATEMENTS
               (000's omitted except for share and per share data)


Income Taxes - 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.  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.

Net Income Per Share and Stock Based  Compensation  - Basic  earnings per common
share has been computed by dividing net income by the weighted average number of
common  shares  outstanding.  Diluted  earnings  per share has been  computed by
dividing net income by the weighted average number of common shares outstanding,
including the dilutive effects of stock options.

The Company  accounts for  stock-based  compensation  using the intrinsic  value
method prescribed in Accounting Principles Board Opinion No. 25, "Accounting for
Stock  Issued  to   Employees,"   and  related   Interpretations.   Accordingly,
compensation  cost for stock  options is measured as the excess,  if any, of the
quoted  market  price at the date of the grant over the amount an employee  must
pay to acquire the stock. Because the Company grants options at a price equal to
the market price of the stock at the date of grant, no  compensation  expense is
recorded.  As required by Statement of Financial  Accounting  Standards No. 123,
"Accounting for Stock-Based  Compensation" (SFAS No. 123), the Company discloses
pro forma net income and earnings per share as if the fair value method had been
applied (see Note 4).

Fair Value of  Financial  Instruments  - SFAS No. 107,  "Disclosures  about Fair
Value  of  Financial  Instruments,"  defines  the  fair  value  of  a  financial
instrument as the amount at which the instrument could be exchanged in a current
transaction between willing parties.

Cash and equivalents,  short-term  investments,  accounts  receivable,  accounts
payable, accrued expenses,  income taxes payable and note payable as of December
29, 2001 and December 30, 2000 are stated at their carrying values. The carrying
amounts  approximate  fair value  because of the  short-term  maturity  of those
instruments or because the interest rates approximate market rates of interest.

Advertising Costs - The Company expenses advertising costs as they are incurred.
Advertising expenses amounted to $27 and $13 during the years ended December 29,
2001 and December 30, 2000, respectively.

                                      F-7

<PAGE>

                               TOFUTTI BRANDS INC.
                          NOTES TO FINANCIAL STATEMENTS
               (000's omitted except for share and per share data)


NOTE 2:  INVENTORIES

Inventories consist of the following:

                                             December 29,        December 30,
                                                2001                2000
                                             -----------         ------------
        Finished products                       $537                $658
        Raw materials and packaging              279                 250
                                                 ---                 ---
                                                $816                $908
                                                ====                ====


NOTE 3: OTHER ASSETS

On October 17,  1994,  the  Company's  Board of  Directors  adopted a resolution
wherein  the  Corporation  was  authorized  to  purchase a $1,000  split  dollar
insurance  plan on the life of a member of David  Mintz's  family.  Mr. Mintz is
Chairman and  President of the Company.  The purpose of this  transaction  is to
provide the Mintz  estate with funds  sufficient  to pay any estate taxes levied
upon the transfer of Mr.  Mintz's  Tofutti  stock,  which would  otherwise  have
necessitated a sale of the stock. The sale of such stock might have the negative
effect  of  significantly  decreasing  the  market  price  of the  stock  to the
detriment  of  other  shareholders.  Upon  the  death of the  family  member  or
termination of the policy prior to death, the Company is guaranteed to receive a
complete refund of all its premiums paid plus interest at 4%. As of December 29,
2001, the balance  receivable under this contract of $193 is completely  secured
by the guaranteed cash surrender value of the policy and the assets in a related
party trust created specifically to generate payment to the Company in the event
of  termination  of the policy  prior to the death of the  insured.  Included in
other assets is $115 advanced to Mr. Mintz. The advance was non-interest bearing
and payable on demand. The amount was repaid during March 2002.

NOTE 4:  STOCK OPTIONS

The 1993 Stock  Option Plan (the "1993  Plan")  provides for the granting to key
employees of incentive  stock options,  within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended, and for the granting of non-qualified
stock  options to key  employees  and  consultants.  The 1993 Plan is  currently
administered  by  the  Board  of  Directors,  which  determines  the  terms  and
conditions of the options  granted  under the 1993 Plan,  including the exercise
price,  number of shares subject to the option and the  exercisability  thereof.
Options are generally  exercisable in cumulative  installments of 33-1/3% or 50%
per year  commencing  one year after the date of grant and annually  thereafter,
with  contract  lives of generally  five or ten years from the date of grant.  A
total of 2,900,000  shares have been reserved for issuance  under the 1993 Plan.
At December 29, 2001,  2,293,000 shares were subject to outstanding  options and
211,000 additional shares were available for future grant.

                                      F-8

<PAGE>

                               TOFUTTI BRANDS INC.
                          NOTES TO FINANCIAL STATEMENTS
               (000's omitted except for share and per share data)

The  following  is a summary of stock  option  activity  from January 1, 2000 to
December 29, 2001:

<TABLE>
<CAPTION>
                                           INCENTIVE OPTIONS         NON-QUALIFIED OPTIONS
                                       -------------------------     ----------------------
                                                        Weighted                   Weighted
                                                         Average                   Average
                                                        Exercise                   Exercise
                                          Shares        Price ($)      Shares     Price ($)
                                       ----------       ---------     -------     ---------

<S>                                    <C>               <C>          <C>            <C>
Outstanding at January 1, 2000         2,202,000         0.956        181,000        0.944
Exercised in 2000                        (55,000)        0.901            --           --
Canceled in 2000                              --           --         (10,000)       1.0625
Outstanding at December 30, 2000       2,147,000         0.957        171,000        0.937
Granted in 2001                               --           --          20,000        1.90
Exercised in 2001                        (40,000)        0.80          (5,000)       0.6875
Outstanding and exercisable at
  December 29, 2001                    2,107,000         0.96         186,000        1.047
                                       =========                      =======
Exercisable at December 30, 2000       1,751,000         0.921        143,000        0.912
                                       =========                      =======
</TABLE>

The fair value of each stock option granted during 2001 is estimated on the date
of grant  using  the  Black-Scholes  option  pricing  model  with the  following
assumptions:

                                                         2001
                                                         ----
         Expected life (years)                           5.0
         Expected volatility                             0.0%
         Expected dividend yield                         0.0%
         Risk-free interest rate                         4.79%
         Weighted average fair value of
            options granted during the year             $0.40

There were no stock options granted during 2000.

The following table summarizes  information  about stock options  outstanding at
December 29, 2001:

                                             Weighted Average       Weighted
          Range of             Number         Remaining Life        Average
       Exercise Prices       Outstanding       (in years)        Exercise Price
       ---------------       -----------       ----------        --------------

       $0.6875--1.031         1,022,000            2.8                   $0.77
       $1.0625--1.1688        1,251,000            4.9                   $1.11
            $1.90                20,000            4.4                   $1.90



                                      F-9

<PAGE>

                               TOFUTTI BRANDS INC.
                          NOTES TO FINANCIAL STATEMENTS
               (000's omitted except for share and per share data)

Set forth below are the Company's net income and net income per share, presented
both "as reported" and "pro forma," as if compensation  cost had been determined
consistent with the fair value provisions of SFAS 123:

                                                         Dec. 29,    Dec. 30,
                                                           2001        2000
                                                           ----        ----
     Net income available for common stockholders:
        As reported                                       $1,150       $956
        Pro forma                                            779        593
     Basic earnings per share:
        As reported                                         .19         .15
        Pro forma                                           .13         .09
     Diluted earnings per share:
        As reported                                         .16         .12
        Pro forma                                           .11         .08

NOTE 5:   COMMITMENTS AND CONTINGENCIES

The Company's facilities are located in a modern one-story facility in Cranford,
New Jersey. The 6,200 square foot facility houses its administrative  offices, a
warehouse,   walk-in  freezer  and  refrigerator,   and  a  product  development
laboratory and test kitchen.  The Company's lease  agreement  expired on July 1,
1999, but it continues to occupy the premises under the terms of that agreement,
subject to a six month  notification  period for the landlord or for the Company
with respect to any changes.  The Company currently has no plans to enter into a
long-term lease agreement for the facility. Annual rental expense was $68,000 in
2001. The Company's management believes that the Cranford facility will continue
to satisfy its space requirements for the foreseeable future.

Litigation - The Company from time to time may be a party to various litigation,
claims or assessments.  Management  believes that the ultimate  outcome of these
matters will not have a material affect on the Company's  financial  position or
results of operations.

                                      F-10

<PAGE>

                               TOFUTTI BRANDS INC.
                          NOTES TO FINANCIAL STATEMENTS
               (000's omitted except for share and per share data)

NOTE 6:  INCOME TAXES

The components of income tax expense  (benefit) for the years ended December 29,
2001 and December 30, 2000 are as follows:

                                                 Dec. 29,    Dec. 30,
                                                   2001        2000
                                                   ----        ----
        Current:
                 Federal                         $ 614        $ 663
                 State                             176          125
                                                   ---          ---
                                                   790          788
                                                   ---          ---
        Deferred:
                 Federal                           (68)        (147)
                 State                             (51)         (29)
                                                   ---          ---
                                                  (119)        (176)
                                                  ----         ----

        Total income tax expense                 $ 671        $ 612
                                                 =====        =====

Deferred tax assets at December 29, 2001 and December 30, 2000 are as follows:

                                                Dec. 29,        Dec. 30,
                                                  2001            2000
                                                  ----            ----
        Allowance for doubtful accounts           $ 74          $  52
        Accruals and reserves                      404            307
                                                   ---            ---
        Deferred tax assets                       $478           $359
                                                  ====           ====

A  reconciliation  between the expected federal tax expense at the statutory tax
rate of 34% and the  Company's  actual tax expense for the years ended  December
29, 2001 and December 30, 2000 follows:

                                                       Dec. 29,       Dec. 30,
                                                         2001           2000
                                                         ----           ----
        Income tax expense computed at federal
           statutory rate                                $619          $533
        Permanent and other items                         (56)           (3)
        State income taxes, net of federal income
           tax benefit                                    108            82
                                                         ----            --
                                                         $671          $612
                                                         ====          ====

                                      F-11

<PAGE>

                               TOFUTTI BRANDS INC.
                          NOTES TO FINANCIAL STATEMENTS
               (000's omitted except for share and per share data)

NOTE 7:  OTHER INCOME

Other income is summarized as follows:

                                                      Dec. 29,        Dec. 30,
                                                        2001            2000
                                                        ----            ----
        Interest income                                 $ 84            $103
        Over-accrual of prior years' tax                 184              --
                                                         ---            ----
                                                        $268            $103
                                                        ====            ====



NOTE 8:  SUBSEQUENT EVENT

On February 26, 2002, the Company entered into an agreement with Mr. David Mintz
to  purchase  480,000 of his  options.  Payment  to be made to Mr.  Mintz is the
difference  between 75% of the closing  market price on that day ($2.04) and the
exercise price of such options, which is approximately $350.

                                      F-12

<PAGE>


Item 8. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure

        None.

                                    PART III

Item 9. Directors and Executive Officers, Promoters and Control Persons;
        Compliance with Section 16(a) of the Exchange Act

     Our directors and executive officers are:

Name                        Age          Position
----                        ---          --------

David Mintz...........       70          Chairman of the Board of Directors,
                                         Chief Executive Officer
Steven Kass...........       50          Chief Financial Officer, Secretary and
                                         Treasurer
Reuben Rapoport.......       71          Director of Product Development and
                                         Director
Aaron Forem ..........       47          Director
Franklyn Snitow.......       55          Director
Jeremy Wiesen.........       59          Director

     David Mintz has been our Chairman of the Board and Chief Executive  Officer
since August 1981.

     Steven Kass has been our Chief  Financial  Officer since  November 1986 and
Secretary and Treasurer since January 1987.

     Reuben Rapoport has been our Director of Product  Development since January
1984 and a director since July 1983.

     Aaron Forem has been a director since May 2000. He is the president of Wuhl
Shafman  Lieberman  Corp.,  located in Newark,  New Jersey,  which is one of the
largest  produce  wholesalers  in the  Northeast  United  States.  He  has  been
president of Wuhl Shafman Lieberman Corp. since 1980.

     Franklyn  Snitow has been a director  since 1987.  He has been a partner in
the New York City law firm of Snitow & Cunningham,  our general  counsel,  since
1985.

     Jeremy Wiesen has been a director  since May 1999. He has been an Associate
Professor  of Business  Law and  Accounting  at the  Leonard N. Stern  School of
Business,  New York  University  since  1972.  He was a member  of the  board of
directors of Mego Mortgage

                                       16

<PAGE>


Corporation  from November 1996 through March 1998 and was previously a director
and officer of our company from June 1983 through January 1986.

     All directors hold office until the next Annual Meeting of Stockholders and
until their  successors  have been elected and qualified.  Officers serve at the
pleasure of the Board of Directors.  There are no family  relationships  between
any of our  directors  and executive  officers.  All of the  executive  officers
devote their full time to our operations.

     Compliance  with Section  16(a) of The Exchange  Act.  Section 16(a) of the
Securities  Exchange  Act  of  1934,  as  amended,  requires  our  officers  and
directors,  and persons who own more than ten  percent of our common  stock,  to
file initial  statements of  beneficial  ownership  (Form 3), and  statements of
changes in beneficial ownership (Forms 4 or 5), of common stock and other equity
securities of the company with the  Securities and Exchange  Commission,  or the
SEC, and the American Stock Exchange.  Officers,  directors and greater than ten
percent stockholders are required by SEC regulation to furnish us with copies of
all such forms they file.

     To our  knowledge,  based  solely on our review of the copies of such forms
received by us, or written  representations  from certain reporting persons that
no  additional  forms were  required for those  persons,  we believe that during
fiscal  2001 all  persons  subject  to these  reporting  requirements  filed the
required reports on a timely basis.

Item 10. Executive Compensation

     The  following   table  sets  forth   information   concerning   the  total
compensation during the last three fiscal years for our executive officers whose
total salary in fiscal 2001 totaled $100,000 or more:

                           SUMMARY COMPENSATION TABLE

                                                   Annual           Long-Term
                                                Compensation       Compensation
                                                ------------       ------------
                                                                    Securities
                                                                    Underlying
Name and Principal Position            Year      Salary ($)        Options (#)
---------------------------            ----      ----------        -----------
David Mintz,                           2001       $500,000(1)             --
Chief Executive Officer                2000        447,596(2)             --
  and Chairman of the Board            1999        303,000(3)        600,000

Steven Kass,                           2001        250,000(1)             --
Chief Financial Officer,               2000        248,557(2)             --
  Secretary and Treasurer              1999        187,000(3)        400,000

---------------

(1)  Includes  bonuses of $250,000  and  $125,000  for  Messrs.  Mintz and Kass,
     respectively, accrued at year-end and paid on or about March 29, 2002.

(2)  Includes  bonuses of $250,000  and  $125,000  for  Messrs.  Mintz and Kass,
     respectively, accrued at year-end and paid on or about March 23, 2001.

(3)  Includes  bonuses of  $125,000  and  $75,000  for  Messrs.  Mintz and Kass,
     respectively, accrued at year-end and paid on February 11, 2000.


                                       17

<PAGE>




     The aggregate value of all other  perquisites  and other personal  benefits
furnished  in each of the last three years to each of these  executive  officers
was less than 10% of each officer's salary for such year.

     On October 17, 1994, our Board of Directors adopted a resolution wherein we
were authorized to purchase a $1,000,000 split dollar insurance plan on the life
of a member  of David  Mintz's  family.  Mr.  Mintz is our  Chairman  and  Chief
Executive  Officer.  The  purpose of this  transaction  is to provide  the Mintz
estate with funds sufficient to pay any estate taxes levied upon the transfer of
Mr. Mintz's Tofutti stock, which would have otherwise necessitated a sale of the
stock.  The sale of such stock  might have a  negative  effect of  significantly
decreasing the market price of the stock to the detriment of other shareholders.
Upon the death of the family member or termination of the policy prior to death,
we are  guaranteed  to receive a complete  refund of all the premiums  paid plus
interest at 4%. As of December  29,  2001,  the  balance  receivable  under this
contract of $193 is completely secured by the guaranteed cash surrender value of
the policy and the  assets in a related  party  trust  created  specifically  to
generate  payment to us in the event of  termination  of the policy prior to the
death of the insured.

     There are  currently  no  employment  agreements  between us and any of our
officers. Mr. Snitow has not received any cash remuneration for his service as a
director in the last three years,  nor has Mr.  Wiesen nor Mr. Forem since their
election to the Board in May 1999 and May 2000, respectively.

STOCK OPTIONS

     Neither of the  officers  named  above in the  Summary  Compensation  Table
received a grant of stock options nor exercised stock options in our last fiscal
year.

     The following table provides  information  concerning stock options held in
2001 by each of the executive  officers named above in the Summary  Compensation
Table.

<TABLE>
<CAPTION>
                                                AGGREGATED OPTION EXERCISES IN LAST
                                           FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

                                                           Number of Shares
                                                              Underlying            Value of Unexercised
                             Shares                       Unexercised Options       in the Money Options
                             Acquired on     Value             at FY-End (#)           at FY-End ($)
Name                         Exercise(#)  Realized ($)  Exercisable/Unexercisable   Exercisable/Unexercisable
----                         -----------  ------------  -------------------------   -------------------------

<S>                              <C>          <C>            <C>                      <C>
David Mintz,                     --           $ --           1,080,000(E)             $1,139,000(E)(1)
Chief Executive Officer
  and Chairman of the
  Board

Steven Kass,                     --            --              661,000(E)                923,638(E)(1)
  Chief Financial Officer,
  Secretary and Treasurer
</TABLE>
----------------------
(E)  Exercisable options

(1)  Calculated by subtracting  option exercise price from year-end market price
     of $2.06 per share.

                                       18

<PAGE>




Item 11. Security Ownership of Certain Beneficial Owners and Management

        The following table sets forth as of March 20, 2002 certain  information
regarding  the ownership of our common  stock,  $.01 par value,  for each person
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock,  for each executive  officer named in the Summary  Compensation
Table, for each of our directors and for our executive officers and directors as
a group:

                                       Amount of
                                      Beneficial         Percent of
Name                                  Ownership(1)       Class(2)
----                                  ------------       --------
David Mintz......................     3,461,440 (3)         51.4%
Steven Kass......................       795,000 (4)         11.5%
Reuben Rapoport..................       185,000 (5)          3.0 %
Jeremy Wiesen....................       102,900 (6)          1.7%
Franklyn Snitow..................        74,000 (7)          1.2%
Aaron Forem......................        20,000 (8)          *
All Executive Officers and
Directors as a group (6 persons).     4,638,340 (9)         59.6%


--------------

*    Less than 1%.

     The address of Messrs. Mintz, Kass and Rapoport is c/o Tofutti Brands Inc.,
50 Jackson Drive,  Cranford,  New Jersey 07016. The address of Mr. Snitow is 575
Lexington  Avenue,  New York,  New York 10017.  The address of Mr. Wiesen is 254
East 68th Street,  Apt. 30F, New York, New York 10021.  The address of Mr. Forem
is 52-62 Cornelia Street, Newark, New Jersey 07105. Each person listed above has
sole voting and/or investment power of the shares attributed to him.

(1)  Beneficial  ownership is  determined  in  accordance  with the rules of the
     Securities  and  Exchange  Commission  and  generally  includes  voting  or
     investment  power  with  respect  to  securities.  Shares of  common  stock
     relating to options currently  exercisable or exercisable within 60 days of
     March 20, 2002 are deemed  outstanding  for computing the percentage of the
     person holding such securities but are not deemed outstanding for computing
     the  percentage of any other person.  Except as indicated by footnote,  and
     subject to community  property laws where applicable,  the persons named in
     the table above have sole voting and  investment  power with respect to all
     shares shown as beneficially owned by them.

(2)  Based on 6,131,267 shares issued and outstanding as of March 20, 2002.

(3)  Includes 600,000 shares issuable upon the exercise of currently exercisable
     stock options.

(4)  Issuable upon the exercise of 795,000 currently exercisable stock options.

(5)  Includes 137,000 shares issuable upon the exercise of currently exercisable
     stock options.

(6)  Includes 60,000 shares issuable upon the exercise of currently  exercisable
     stock options.

(7)  Includes 44,000 shares issuable upon the exercise of currently  exercisable
     stock options.

(8)  Includes 20,000 shares issuable upon the exercise of currently  exercisable
     stock options.

(9)  Includes   1,656,000   shares  issuable  upon  the  exercise  of  currently
     exercisable stock options.

                                       19

<PAGE>




Item 12. Certain Relationships and Related Transactions

     On February  26,  2002,  in view of the strong  financial  condition of the
company,  our Board of Directors  authorized us to enter into a transaction with
David  Mintz   whereby  Mr.  Mintz   surrendered   480,000  of  his  options  in
consideration of the payment to him of the difference between 75% of the closing
market price of our common stock on that date ($2.04) and the exercise  price of
such options. In settlement of this transaction, we paid Mr. Mintz $350,000.

     Throughout  2001,  the company  provided Mr. Mintz with cash advances which
totaled  $115,000 at December 29, 2001.  The advances were repaid in full during
March 2002.



Item 13. Exhibits and Reports on Form 8-K

(a)  Exhibits

3.1*       Certificate of Incorporation.

3.1.1**    March 1986 Amendment to Certificate of Incorporation.

3.2*       By-laws of Registrant.

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

23.1       Consent of WISS & COMPANY, LLP.

-----------

*       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 filed during the last quarter of the period  covered by
     this report:

     None.

                                       20

<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 on April 10, 2002.

                                            TOFUTTI BRANDS INC.
                                            (Registrant)


                                            /s/David Mintz
                                            --------------
                                            David Mintz
                                            Chairman of the Board and
                                            Chief Executive Officer


     In accordance  with the  Securities  Exchange Act of 1934,  this Report has
been signed below on April 10, 2002,  by the following  persons on behalf of the
Registrant and in the capacities indicated.



/s/David Mintz
--------------
David Mintz
Chairman of the Board
and Chief Executive Officer

/s/Steven Kass
--------------
Steven Kass
Secretary, Treasurer and
Chief Financial Officer

/s/Aaron Forem
--------------
Aaron Forem
Director

/s/Reuben Rapoport
------------------
Reuben Rapoport
Director

/s/Franklyn Snitow
------------------
Franklyn Snitow
Director

/s/Jeremy Wiesen
----------------
Jeremy Wiesen
Director

                                       21

<PAGE>







                                  EXHIBIT INDEX


Exhibit
-------

3.1*             Certificate of Incorporation, as amended through February 1986.
3.1.1**          March 1986 Amendment to Certificate of Incorporation.
3.2*             By-laws of the Registrant.
4.1***           Copy of the Registrant's Amended 1993 Stock Option Plan.
23.1             Consent of WISS & COMPANY, LLP.

-------------

*       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.