SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  Form 10-KSB/A
                                 Amendment No. 1

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 27, 2003

                         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)

                                 (908) 272-2400
                 Issuer's telephone number, including area code

              Securities registered under Section 12(b) of the Act:

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

Securities registered under 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. [X]

Issuer's revenues for its most recent fiscal year: $19,014,000

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 23, 2004 was $11,073,000.

As of March 23, 2004, the Registrant had 5,894,867 shares of Common Stock, par
value $.01, outstanding.

Transitional Small Business Disclosure Format      Yes ___ No  x.


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                                Explanatory Note

         This Amendment No. 1 on Form 10-KSB/A of Tofutti Brands Inc. for the
fiscal year ended December 27, 2003 is being filed solely to (i) correct a
typographical error in the Statements of Changes in Stockholders' Equity table
in the financial statements and in Item 11. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters and (ii)clarify
the information provided for certain non-Employee Directors in "Item 10.
Executive Compensation." For the convenience of the reader the entire document
is being refiled.

         Other than as expressly set forth above, this Form 10-KSB/A, and the
exhibits filed herewith, does not, and does not purport to, amend, update or
restate the information in the Form 10-KSB or reflect any events that have
occurred after the Form 10-KSB was filed.



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                                     PART I

        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 2003, we introduced several new products. In frozen desserts, we
came out with WAVE CUTIES in three flavors: blueberry, strawberry or chocolate
sauce blended with creamy vanilla TOFUTTI between two vanilla wafers. We also
introduced the JAZZY CUTIE which consists of vanilla TOFUTTI filling between a
vanilla and a chocolate wafer. TOFUTTI DELIGHTS are no sugar added, chocolate
coated stick novelties in a multi-flavored pack box. They are a low-carb product
similar in appearance to our Chocolate Fudge Treats.

        In 2003 we introduced new versions of BETTER THAN CREAM CHEESE and SOUR
SUPREME made without hydrogenated fat and potassium sorbate. These products are
for those individuals who are concerned about trans fatty acids.

        During 2003, we decided to focus more on our core business of non-dairy
frozen dessert and cheese products. Accordingly, we discontinued a number of
products that did not fit into our long term plans. Specifically, we eliminated
our candy and nut products, certain flavors of our

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BETTER THAN CREAM CHEESE and SOUR SUPREME, slow-moving frozen dessert items, and
a number of frozen food products. We believe that the elimination of these
products, when coupled with our new product introductions, will greatly enhance
the visibility of our remaining products which should result in the reduction of
slower moving inventory and translate into additional shelf space and ultimately
greater sales.

        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. Our address on the Internet is www.tofutti.com. The
information on our website is not incorporated by reference into this annual
report.

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

TOFUTTI PRODUCT LINE

    We offer a broad product line of nondairy soy-based products. Our products
include frozen desserts, nondairy cheeses and spreads and other frozen food
products.

Frozen Desserts

    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 eight flavors of
        premium, hard frozen TOFUTTI in pints: Vanilla, Chocolate Supreme,
        Wildberry Supreme, Vanilla Almond Bark(R), Vanilla Fudge, Chocolate
        Cookie Crunch, Better Pecan(R), and Mint Chocolate Chip. Premium TOFUTTI
        soft serve mix is available in three flavors: Vanilla, Chocolate, and
        Peanut Butter. Tofutti in three gallon bulk cans is available in
        Vanilla, Chocolate Supreme and Vanilla Almond Bark.

    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, Coffee Marshmallow, and Vanilla Fudge.

    o   NO SUGAR ADDED TOFUTTI pints offer the diet or sugar conscious consumer
        a nondairy frozen dessert with the taste and texture of premium TOFUTTI
        and the calories and fat of our low fat product. With its low carb
        count, it is ideal for people on the

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        Atkins diet. Available in Strawberry and Chocolate flavors, NO SUGAR
        ADDED TOFUTTI pints are sold in select supermarkets.

    o   TOFUTTI SUPER SOY SUPREME(TM), made with organic cane juice crystals and
        with no gluten added, is sold in health food stores and select
        supermarkets 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 two flavors:
        Bella Vanilla(TM) and New York, New York Chocolate(TM).

    o   TOFUTTI CUTIES(R), the Company's best selling product, are bite size
        frozen sandwiches combining a Vanilla, Cookies and Cream, Chocolate,
        Peanut Butter, Mint Chocolate Chip, Wild Berry, or Coffee filling
        between two chocolate wafers. Being 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. Like all our frozen dessert products, they are completely
        trans fat free, including the wafers. For those individuals who cannot
        have chocolate, our TOTALLY VANILLA TOFUTTI Cutie is vanilla TOFUTTI
        between two vanilla wafers. Using the same vanilla wafers, we have also
        introduced the WAVE CUTIETM in three different flavors - blueberry,
        strawberry and chocolate sauces blended with creamy vanilla TOFUTTI.
        Last, but not least is the JAZZY CUTIETM, which consists of vanilla
        TOFUTTI between a vanilla and chocolate wafer.

    o   No sugar added TOFUTTI CUTIES not only have the same great taste and
        health benefits of our regular Vanilla CUTIES, but combine a creamy no
        sugar added vanilla filling with a crispy, great tasting no sugar added
        wafer. A low carb product, they are an ideal snack for individuals on
        the Atkins diet.

    o   TOFUTTI TOO-TOO'S are frozen dessert cookie sandwiches combining creamy
        and delicious premium vanilla TOFUTTI and chocolate chips with a round,
        chocolate chip cookie.

    o   TOTALLY FUDGE POPS(R), CHOCOLATE FUDGE TREATS, and COFFEE BREAK TREATS
        are stick novelties that offer the consumer the same taste as real fudge
        bars. The 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 and COFFEE BREAK TREATS(TM) have only
        30 calories per bar. Both TREATS are ideal for anyone on either a low
        fat or low carb diet.

    o   TOFUTTI DELIGHTS(TM) are no sugar added stick novelties shaped just like
        TREATS, each one covered in a thick, dark chocolate coating. A
        multi-pack product, each box of DELIGHTS comes with three different
        centers- vanilla, chocolate or strawberry. They are available in select
        supermarkets and health food stores and are an ideal snack for those
        individuals on a low carb diet.

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

    o   HOORAY 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 and with no gluten added, MARRY ME BARS satisfy important diet
        requirements of certain consumers with that great TOFUTTI taste.

Nondairy Cheese Products

    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, Smoked Salmon, Garlic
        & Herb, Garden Veggie, Creamed Spinach and Broccoli Cheddar. The plain
        version is also available in 30 lb. bulk boxes. The product is sold in
        many health food stores and select supermarkets around the country.

    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.
        Like BETTER THAN CREAM CHEESE, SOUR SUPREME is sold nationally in most
        health food stores and select supermarkets.

    o   For consumers concerned with their fat and calorie intake, TOFUTTI now
        offers versions of BETTER THAN CREAM CHEESE and SOUR SUPREME with no
        partially hydrogenated fat and no trans fatty acids. They are also made
        with organic sugar, no preservatives, and are available in most health
        food stores.

    o   TOFUTTI SOY-CHEESE SLICES(TM) offer consumers a delicious nondairy,
        vegan alternative to regular cheese slices. Available as individually
        wrapped slices in 8 oz. packages, TOFUTTI SOY-CHEESE SLICES are sold in
        most health food stores and select supermarkets and come in three
        flavors: Mozzarella, American, and Roasted Garlic.

Other Food Products

    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 squared slices to a package and is available in freezer cases in
        select supermarkets and health food stores.

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    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. TOFUTTI
        PILLOWS are sold in most health food stores and select supermarkets.

    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% less 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 and can be
        found in select supermarkets and health food stores.

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.
Certain key domestic accounts and all international accounts are handled
directly by us.

        Since mid-2003, Eskimo Pie Frozen Distribution, Inc., a wholly-owned
subsidiary of CoolBrands International, Inc., has been the distributor of our
frozen desserts in the New York metropolitan area, as well our distributor in
the Southern New Jersey-Philadelphia area, Maryland, Delaware and Northern
Virginia and in the Southeastern United States including Florida. Eskimo Pie
became our distributor in these areas as a result of the sale of the
distribution assets of Nestle Ice Cream Company, LLC, or NICC, our distributor
since May 2001, to CoolBrands. NICC, formerly known as Haagen Dazs, had also
been our distributor of frozen desserts in the Southeastern United States for
the last twelve years.

        Total sales to Eskimo Pie/NICC in the New York metropolitan area were
$1,244,000 or 7% of sales in 2003 as compared to $1,102,000 or 6% of sales in
2002 to NICC. 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.

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        We distribute our products through forty-two distributors in the
national health food market. Our sales to health food distributors in 2003 were
$10,541,000, or 55% of total sales, as compared to $9,112,000, or 52% of sales,
in 2002. In 2003, sales to Trader Joe's, a West Coast based health food
supermarket chain, were $4,221,000, or 22% of sales, as compared to $3,647,000,
or 21% of sales, in 2002. Overall, West Coast sales were $5,033,000, or 26% of
our sales, in 2003, as compared to $4,854,000, or 28% of sales, in 2002. Our
sales in Florida decreased to $1,831,000, or 10% of sales, in 2003 compared to
$1,899,000, or 11% of sales, in 2002. Total sales in the Midwest increased to
$1,681,000, or 9% of sales, in 2003 as compared to $1,666,000, or 9% of sales,
in 2002, while sales in New England, another important market for us, increased
to $2,320,000, or 12%of sales, as compared to sales of $2,243,000, or 13%, in
2002. We continue to have a strong presence in the kosher market, with sales of
$1,299,000, or 7% of sales, in 2003, as compared with sales of $1,196,000, or 7%
of sales, in 2002.

        During 2003, we shipped TOFUTTI nondairy products to distributors in
Australia, Bermuda, Canada, England, Israel, Mexico, and Panama. Our distributor
in England is our master distributor for all of Europe and sells our products to
approximately ten other European countries. Sales to foreign distributors
decreased to $1,586,000, or 8% of sales, in 2003, as compared to $1,840,000, or
11% of sales, in 2002. Our international sales were negatively impacted by
unfavorable economic conditions in some of the countries where we sell our
products. 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.

        We expect the favorable sales trend in the preceding sales categories to
continue in 2004.

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

        All of our products are developed internally in our own laboratory.
During the last two years, David Mintz, Chief Executive Officer, and Reuben
Rapoport, our former Director of Product Development, have devoted substantial
time and effort to the development of new products and the reformulation of our
current products. In 2003 and 2002, our research and development expenses were
$552,000 and $437,000, respectively. These amounts do not include any portion of
Mr. Mintz's salary.

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PRODUCTION

        All of our products are manufactured by co-packers to whom we supply
certain key ingredients and packaging for the manufacturing processes. We
currently utilize nine co-packers, including one in the United Kingdom, a
decrease from eleven co-packers in the previous year. This decrease is a result
of consolidation and the discontinuation of some products. 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 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. All Tofutti
employees, including officers, sign similar confidentiality agreements. 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. Approval of the manufacturing facilities we use include
periodic inspections, and in most cases, on-site supervision of actual
production. We believe that our ability to successfully market and 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

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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 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 27, 2003 we employed twelve persons on a full-time basis
compared with eleven persons as of December 28, 2002. We consider our relations
with our employees to be good. We do not have any collective bargaining
agreements with our employees.

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

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condition and results of operations could be harmed. In that case, the value of
our common stock could decline, and you could lose all or part of your
investment.

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

        Recent Growth in Sales and Earnings. In 2003, our net sales increased 8%
to $19,014,000 from $17,499,000 in 2002. 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
and competition for the limited shelf space for the frozen dessert category in
supermarkets and other retail food outlets.

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

        Reliance on a Limited Number of Key Personnel. Our success is
significantly dependent on the services of David Mintz (age 72), Chief Executive
Officer and Steven Kass (age 52), Chief Financial Officer. The loss of the
services of either of these persons could have a material adverse effect on our
business.

        Control of the Company. Our Chairman of the Board and Chief Executive
Officer, David Mintz, holds 2,634,440 shares of common stock representing
approximately 45% of the outstanding shares, permitting him as a practical
matter to elect all members of the Board of Directors and thereby effectively
control the business, policies and management of our company.

        We are Subject to Risks Associated with International Operations.  In
2003 approximately 8% of our revenues were from international sales. Although we
continue to

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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.
Since our foreign transactions are always in U.S. dollars, 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.
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. Although exposure to currency fluctuations to date has not had a
material adverse effect on our business, there can 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.

        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 Property.

        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 us and the landlord with respect to any
changes. In 2003 we completed renovations to our product development laboratory
and offices in the facility. We currently have no plans to enter into a
long-term lease agreement for the facility.

                                       12


<PAGE>


Our rent expense was $74,000 in 2003. Our management believes that the Cranford
facility will continue to satisfy our space requirements for the foreseeable
future.

Item 3. Legal Proceedings.

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

Item 4. Submission of Matters to a Vote of 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
-------------                         -----           -----
March 30, 2002...............         $2.24            $1.98
June 29, 2002................          3.50             2.00
September 28, 2002...........          3.10             2.00
December 28, 2002............          3.05             2.50
March 29, 2003...............          2.65             2.45
June 28, 2003................          2.88             2.35
September 27, 2003...........          3.32             2.80
December 27, 2003............          3.18             2.75

        As of March 23, 2004, there were approximately 680 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

                                       13


<PAGE>



additional 2,900 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.

Critical Accounting Policies

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

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

        Allowance for Doubtful Accounts. We maintain an allowance for doubtful
accounts for estimated losses resulting from the inability of our customers to
make required payments. Based on historical information, we believe that our
allowance is adequate. Changes in general economic, business and market
conditions could result in an impairment in the ability of our customers to make
their required payments; therefore, the allowance for doubtful accounts is
reviewed monthly and changes to the allowance are updated based on actual
collection experience We use a combination of percentage of sales, specific
account identification and the aging of accounts receivable to establish an
allowance for losses on accounts receivable. Any changes in our assumptions
relating to the collectability of our accounts receivable, may affect our
financial position and results of operations.

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

                                       14


<PAGE>


inventory obsolescence is reviewed regularly and changes to the allowance are
updated as new information is received.

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

Results of Operations

Fifty-two  Weeks Ended  December 27, 2003  Compared with  Fifty-two  Weeks Ended
December 28, 2002
--------------------------------------------------------------------------------

        Net sales for the fifty-two weeks ended December 27, 2003 were
$19,014,000, an increase of $1,515,000, or 8 %, from the sales level realized
for the fifty-two weeks ended December 28, 2002. Based on recent sales trends,
we expect continued sales increases in our frozen dessert and food product lines
and in most customer categories.

        Our gross profit in 2003 increased by $309,000, or 5%, due primarily to
the sales increase, while our gross profit percentage decreased slightly to 33%
in 2003 as compared to 34% in 2002. 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. Additionally, the entire frozen dessert industry was
subject to significant price increases to certain key ingredients and packaging,
due mainly to supply shortages as a result of political events in certain
foreign countries and the general economic situation here in the United States.
In order to improve the gross profit percentage, we initiated a series of price
increases that commenced in the fourth quarter of 2003 that will be completed by
the beginning of the second quarter 2004. Although we anticipate that our gross
profit will increase due to increased unit sales and higher sales prices in
2004, our gross profit percentage will not improve materially due to
manufacturing start-up costs and promotional allowances associated with the
planned introduction of new products.

        Selling expenses increased $151,000, or 7%, to $2,192,000 for the
current fiscal year from $2,041,000 in the 2002 period. This increase was caused
primarily by a $101,000 increase in freight and a $35,000 increase in
commissions. 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 commissions expense is directly related to the increase in sales. We
anticipate that with the exception of freight and commission expenses, which are
variable to sales, all other selling expenses in 2004 should remain relatively
consistent with our expenses in 2003.

        Marketing expenses increased by $88,000 in 2003 to $601,000. This
increase is primarily attributable to an $83,000 increase in expenses for
artwork and plates, a $14,000 increase in public relations expense and an
$11,000 increase in magazine advertising expense. The increase in these expenses
was partially offset by a $27,000 reduction in expenses associated

                                       15


<PAGE>


with promotions. We expect marketing expenses to remain consistent with 2003
expenses or increase modestly in 2004.

        Research and development expenses increased to $552,000 in 2003 as
compared to $437,000 in 2002. The increase was due mainly to an increase in
payroll costs of approximately $50,000 and lab costs and supplies of $47,000.
Our management expects that research and development costs will continue at a
slightly higher level in 2004.

        General and administrative expenses were $1,838,000 for the 2003 period
as compared with $1,465,000 for the comparable period in 2002, an increase of
$373,000 or 25%. The $373,000 increase was due primarily to increases in payroll
of $250,000, professional fees and outside services of $11,000, general
insurance of $17,000, travel and entertainment of $37,000, data processing
supplies of $26,000 and building maintenance of $26,000.

        Operating income decreased by $418,000 to $1,131,000 in 2003 as compared
with $1,549,000 in 2002 as a result of increases in operating expenses.

        Interest income was $15,000 for the fifty-two week period ended December
27, 2003 as compared with interest income of $30,000 for the fifty-two week
period ended December 28, 2002. The decrease in interest income was primarily
attributable to the lower interest rates available for investment of our funds.
We anticipate that despite a consistent level of cash balances our interest
income will not improve given the current level of interest rates.

        Income taxes for the current fiscal period were $760,000, or 66% of
taxable income, compared to $640,000, or 41% of taxable income, in 2002. The
increase in the effective 2003 tax rate was due to an adjustment in the deferred
tax asset account as a result of a revaluation of taxable reserves and
allowances according to current IRS rules and regulations. We expect that our
tax rate in 2004 will revert to our historical rate of approximately 40%.

Liquidity and Capital Resources

        At December 27, 2003, our working capital was $4,038,000, a decrease of
$347,000 from December 28, 2002. Our current and quick acid test ratios, both
measures of liquidity, were 4.8 and 3.8, respectively, at December 27, 2003
compared to 9.2 and 6.7 at December 28, 2002. At December 27, 2003, accounts
receivable increased by $139,000 to $1,508,000 from December 28, 2002,
reflecting an increase in sales. At December 27, 2003, inventories decreased to
$774,000 in 2003 compared to $814,000 in 2002. Prepaid expenses decreased
slightly by $15,000 to $0 at December 27, 2003 from December 28, 2002. At
December 27, 2003, we had prepaid income taxes of $55,000 as a result of an
overpayment to the State of New Jersey.  Our deferred tax asset decreased by
$265,000 to $220,000 at December 27, 2003 from $485,000 at December 28, 2002
reflecting an adjustment in the valuation and reserve accounts for calculating
income taxes. At December 27, 2003, accounts payable and accrued expenses and
accrued compensation increased $396,000 and $125,000, respectively, from
December 28, 2002. Income taxes payable at December 27, 2003 increased slightly
to $105,000 from $82,000 at December 28, 2002, also reflecting an adjustment
in the valuation and reserve accounts for calculating income taxes.

                                       16


<PAGE>




        On September 18, 2000, our Board of Directors authorized the 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. During 2002 we purchased an additional
299,600 shares at a cost of $767,000.

        On January 2, 2003, our Board of Directors authorized the repurchase of
an additional 250,000 shares of common stock. From December 29, 2002 through
December 27, 2003, we purchased an additional 234,700 shares at a cost of
$599,000, bringing our total purchases through December 27, 2003 to 860,700
shares at a total cost of $2,049,000 or $2.38 per share. During the period
December 28, 2003 through March 23, 2004, we purchased an additional 130,900
shares at a cost of $470,000, bringing cumulative totals to date to 991,600
shares at a total cost of $2,519,000 or $2.54 per share. On March 23, 2004, our
Board of Directors ratified certain purchases and brought the aggregate number
of shares subject to our repurchase program up to 1,250,000 shares.

        In view of the strong financial condition of the company, our Board of
Directors on October 17, 2003 authorized us to enter into a transaction with
David Mintz whereby Mr. Mintz surrendered 300,000 of his options in
consideration of the payment to him of $358,000, an amount equal to the
difference of 75% of the closing market price of our common stock on that date
($3.45) less the exercise price of such options. In October 2003, $358,000 was
paid to Mr. Mintz.

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

        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 2004 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.

                                       17


<PAGE>


Market Risk

        We invest our excess cash, should there be any, in bank certificates of
deposit and the highest rated money market funds. The bank certificate of
deposits are usually for a term of not more than six months and never for more
than $100,000 per account.

Off-Balance Sheet Arrangements

        None.

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

                                       18


<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  27, 2003 and  December  28,  2002,  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 27, 2003 and December 28, 2002,  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 18, 2004

                                      F-1


<PAGE>


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

<TABLE>
<CAPTION>
                                                                December 27,       December 28,
                                                                   2003               2002
                                                                ------------       ------------
<S>                                                              <C>                <C>
Assets
Current assets:

     Cash and equivalents                                        $2,557             $2,234
     Accounts receivable, net of allowance for doubtful
        accounts of $149 and $340, respectively                   1,508              1,369
     Inventories                                                    774                814
     Prepaid expenses                                                --                 15
     Prepaid income taxes                                            55                 --
     Deferred income taxes                                          220                485
                                                                    ---             ------
                Total current assets                              5,114              4,917

Fixed assets (net of accumulated amortization of $5)                 43                 --
Other assets                                                         16                216
                                                                     --             ------
                                                                 $5,173             $5,133
                                                                 ======             ======

Liabilities and Stockholders' Equity

Current liabilities:

     Accounts payable and accrued expenses                         $471                $75
     Accrued officers' compensation                                 500                375
     Income taxes payable                                           105                 82
                                                                    ---             ------
                  Total current liabilities                       1,076                532
                                                                  -----             ------

Commitment and Contingency
Stockholders' equity:
     Preferred stock - par value $.01 per share;
         authorized 100,000 shares, none issued                      --                 --
     Common stock - par value $.01 per share;
         authorized 15,000,000 shares, issued and
         outstanding 5,709,867 shares at  December 27,
         2003 and 5,878,567 shares at December 28, 2002              57                 59
     Additional paid-in capital                                   1,193              2,081
     Retained earnings                                            2,847              2,461
                                                                  -----             ------
                 Total stockholders' equity                       4,097              4,601
                                                                  -----             ------
                 Total liabilities and stockholders' equity      $5,173             $5,133
                                                                 ======             ======
</TABLE>


                       See accompanying notes to financial statements.

                                      F-2


<PAGE>



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

                                                  Fifty-two weeks          Fifty-two weeks
                                                       ended                    ended
                                                 December 27, 2003        December 28, 2002
                                                 -----------------        -----------------
<S>                                                      <C>                    <C>
Net sales                                               $19,014                 $17,499
Cost of sales                                            12,700                  11,494
                                                         ------                  ------
          Gross profit                                    6,314                   6,005
                                                          -----                 -------
Operating expenses:
  Selling                                                 2,192                   2,041
  Marketing                                                 601                     513
  Research and development                                  552                     437
  General and administrative                              1,838                   1,465
                                                          -----                   -----
                                                          5,183                   4,456
                                                          -----                   -----
Operating income                                          1,131                   1,549
Interest income                                              15                      30
                                                         ------                  ------
Income before income tax                                  1,146                   1,579
Income taxes                                                760                     641
                                                            ---                  ------
Net income                                                 $386                    $938
                                                           ====                   =====
Weighted average common shares outstanding:
   Basic                                                  5,744                   6,056
                                                          =====                 =======
   Diluted                                                6,556                   6,878
                                                          =====                 =======
Net income per share:
   Basic                                                  $0.07                   $0.15
                                                          =====                 =======
   Diluted                                                $0.06                   $0.14
                                                          =====                 =======

</TABLE>

                       See accompanying notes to financial statements.

                                      F-3


<PAGE>


                               TOFUTTI BRANDS INC.
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                      (000's omitted except for share data)
<TABLE>
<CAPTION>

                                         Common Stock             Treasury Stock        Additional                      Total
                                      ---------------------      -----------------       Paid-In       Retained     Stockholders'
                                       Shares         Amount      Shares     Amount       Capital       Earnings         Equity
                                       ------         ------      ------     ------       -------       --------         ------

<S>                                   <C>               <C>       <C>         <C>         <C>            <C>             <C>
Balances, December 29, 2001           6,091,267         $61       18,100      $(38)       $3,156         $1,523          $4,702
Issuance of Common Stock                105,000           1           --        --            77             --              78
Purchase of Treasury Stock                   --          --      299,600      (767)           --             --            (767)
Retirement of Treasury Stock           (317,700)         (3)    (317,700)      805          (802)            --              --
Purchase of Options                          --          --           --        --          (350)            --            (350)
Net Income                                   --          --           --        --            --            938             938
                                      ---------         ---     --------      ----        ------            ---             ---
Balances, December 28, 2002           5,878,567          59           --        --         2,081          2,461           4,601
Issuance of Common Stock                 66,000           1           --        --            66             --              67
Purchase of Treasury Stock             (234,700)         --      234,000      (599)           --             --            (599)
Retirement of Treasury Stock                 --          (3)    (234,000)      599          (596)            --              --
Purchase of Options                          --          --           --        --          (358)            --            (358)
Net Income                                   --          --           --        --            --            386             386
                                       --------         ---     --------       ---        ------           ----             ---
Balances, December 27, 2003           5,709,867         $57           --        --        $1,193         $2,847          $4,097
                                      =========         ===     ========      ====        ======         ======          ======
</TABLE>







                       See accompanying notes to financial statements.

                                       F-4


<PAGE>


                               TOFUTTI BRANDS INC.
                            STATEMENTS OF CASH FLOWS
                                 (000's omitted)
<TABLE>
<CAPTION>
                                                                    Fifty-two          Fifty-two
                                                                   weeks ended        weeks ended
                                                                   December 27,      December 28,
                                                                       2003              2002
                                                                   ------------      ------------
<S>                                                                   <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                         $386               $938
   Adjustments to reconcile net income to net
    cash flows from operating activities:
   Amortization                                                          5                 --
   Provision for bad debts                                              65                 60
   Deferred taxes                                                      265                 (7)
   Change in assets and liabilities:
       Accounts receivable                                            (204)                32
       Inventories                                                      40                  2
       Prepaid expenses                                                 15                 (5)
       Prepaid income taxes                                            (55)                --
       Accounts payable and accrued expenses                           521                (80)
       Income taxes payable                                             23               (105)
                                                                       ---              -----
   Net cash flows from operating activities                          1,061                835
                                                                     -----              -----
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of insurance policy                              200                 --
   Purchase of fixed assets                                            (48)               109
                                                                       ----             -----
   Net cash flows from investing activities                            152                109
                                                                       ---              -----
CASH FLOWS FROM FINANCING ACTIVITIES:
   Issuance of common stock                                             67                 78
   Purchase of treasury stock                                         (599)              (767)
   Purchase of options                                                (358)              (350)
                                                                      -----           -------
   Net cash flows from financing activities                           (890)            (1,039)
                                                                      ----            -------
NET CHANGE IN CASH AND EQUIVALENTS                                     323                (95)
CASH AND EQUIVALENTS, AT BEGINNING OF PERIOD                         2,234              2,329
                                                                     -----             ------
CASH AND EQUIVALENTS, AT END OF PERIOD                              $2,557             $2,234
                                                                    ======             ======
SUPPLEMENTAL CASH FLOW INFORMATION:
   Income taxes paid                                                  $525              $ 750
                                                                      ====            =======
</TABLE>

                       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 27, 2003 and December 28, 2002.

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 27, 2003 is limited.

During the years ended December 27, 2003 and December 28, 2002, the Company
derived approximately 92% and 89% of its net sales domestically. The remaining
sales in both periods were exports to foreign countries. The Company had sales
to two customers representing 22% and 14% of net sales during 2003 and 21% and
13% of net sales during 2002.

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

Inventories - Inventories are stated at the lower of cost or market. Cost is
determined by the first-in, first-out method. The Company periodically reviews
inventories and establishes reserves for obsolescence. Management feels that
risk beyond the established reserve is limited.

Fixed Assets - Fixed assets consist of leasehold improvements. Amortization is
provided by charges to income using the straight-line method over the useful
life of ten years.

                                      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.

<TABLE>
<CAPTION>
                                                                    Year Ended        Year Ended
                                                                   December 27,      December 28,
                                                                       2003              2002
                                                                   ------------      ------------
  <S>                                                                <C>                <C>
  Net Income, numerator, basic and diluted computation                $386               $938
  Weighted average shares - denominator basic computation            5,744              6,056
  Effect of dilutive stock options                                     812                822
                                                                       ---                ---
  Weighted average shares, as adjusted - denominator
     diluted computation                                             6,556              6,878
                                                                     -----              -----
  Net Income per share:
  Basic                                                              $0.07             $ 0.15
                                                                     =====             ======
  Diluted                                                            $0.06             $ 0.14
                                                                     =====             ======
</TABLE>

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.

                                      F-7


<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. 27,   Dec. 28,
                                                             2003       2002
                                                             ----       ----
          Net income available for common stockholders:
             As reported                                      $386       $938
             Pro forma                                         386        938
          Basic earnings per share:
             As reported                                      $0.07      $0.15
             Pro forma                                         0.07       0.15
          Diluted earnings per share:
             As reported                                      $0.06      $0.14
             Pro forma                                         0.06       0.14

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, accounts receivable, accounts payable, accrued expenses
and income taxes payable as of December 27, 2003 and December 28, 2002 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 $24 and $46 during the years ended December 27,
2003 and December 28, 2002, respectively.

Reclassifications - Certain amounts previously recorded have been reclassified
to conform to the current year presentation.

Recent Accounting Pronouncements - In January 2003, the FASB issued FASB
Interpretation No. (FIN) 46, "Consolidation of Variable Interest Entities." This
Interpretation clarifies the application of Accounting Research Bulletin No. 51,
"Consolidated Financial Statements," to certain entities in which equity
investors do not have the characteristics of a controlling financial interest or
do not have sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other parties. FIN 46
applies to variable interest entities created after January 31, 2003, and is
effective as of July 31, 2003 for variable interest entities created prior to
February 1, 2003. The Company does not expect the adoption of FIN 46 to have a
material effect on its financial position, results of operations or cash flows.

                                      F-8


<PAGE>

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

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." This statement amends SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities," for
implementation issues related to the definition of a derivative and other FASB
projects related to financial instruments. SFAS No. 149 requires that contracts
with comparable characteristics be accounted for in a similar fashion. SFAS No.
149 applies prospectively to contracts entered into or modified after June 30,
2003 and for hedging relationships designated after June 30, 2003. The Company
does not expect the adoption of SFAS No. 149 to have a material effect on its
financial position, results of operations or cash flows.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." This statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. SFAS
No. 150 requires that financial instruments within the scope of SFAS No. 150 be
classified as a liability or an asset. SFAS No. 150 is effective for all
financial instruments entered into after May 31, 2003 and otherwise, the
beginning of the first interim period after June 15, 2003. The Company does not
expect the adoption of SFAS No. 150 to have a material effect on its financial
position, results of operations or cash flows.

NOTE 2: INVENTORIES

Inventories consist of the following:

                                             December 27,       December 28,
                                                2003                2002
                                                ----                ----
Finished products                                532                $576
Raw materials and packaging                      242                 238
                                                 ---                 ---
                                                $774                $814
                                                ====                ====




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 the Company's Chairman and President, David Mintz.
The purpose of this transaction was 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 might have necessitated a sale of the
stock. This might have had 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
was guaranteed to receive a complete refund of all its premiums paid plus
interest at 4%. As of December 28, 2002, the $200 balance receivable under this
contract was completely secured by the guaranteed cash surrender value of the
policy and

                                      F-9


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

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.

Under the Sarbanes-Oxley Act of 2002, public companies are prohibited from
extending credit to any director or executive officer, or from renewing or
extending existing loans. As a result, public companies have taken the view that
they may not make annual premium payments on split dollar insurance plans, since
they may be deemed to be prohibited loans. In 2003, the Company ceased making
any payments under the policy, subject to future guidance as to the legality of
such payments. On December 24, 2003 Mr. Mintz purchased the insurance policy
from the Company for $208, which represented all previous premiums paid by the
Company plus interest of 4% per annum.

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 28, 2002, 1,688,000 shares were subject to outstanding options and
211,000 additional shares were available for future grant.

The following is a summary of stock option activity from December 29, 2001 to
December 27, 2003:
<TABLE>
<CAPTION>
                                          INCENTIVE OPTIONS            NON-QUALIFIED OPTIONS
                                     ---------------------------       ---------------------
                                                        Weighted                   Weighted
                                                         Average                   Average
                                                        Exercise                   Exercise
                                     Shares            Price ($)      Shares      Price ($)
                                     ------            ---------      ------      ---------
<S>                                   <C>               <C>            <C>           <C>
Outstanding and exercisable at
December 29, 2001                     2,107,000          $0.96         186,000       $1.047
Granted in 2002                              --             --              --          --
Exercised in 2002                       (55,000)          0.742        (50,000)       0.738
Purchased and retired in 2002          (480,000)          0.802             --          --
Expired in 2002                              --             --         (20,000)       0.938
                                       --------         -------        -------       -----
Outstanding and exercisable at
December 28, 2002                     1,572,000           1.016        116,000        1.199
Granted in 2003                              --             --              --          --
</TABLE>



                                     F-10


<PAGE>

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


<TABLE>
<S>                                   <C>               <C>            <C>            <C>
Exercised in 2003                       (29,000)        100            (37,000)       1.04
Purchased and retired in 2003          (300,000)          1.17              --          --
Expired in 2003                          12,000           1.06              --          --
                                       --------         -------        -------       -----
Outstanding and exercisable at
December 27, 2003                     1,231,000          $0.96          79,000       $1.27
                                      =========          =====          ======       =====
</TABLE>


There were no stock options granted during 2003 and 2002.

The following table summarizes information about stock options outstanding at
December 27, 2003:

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

   $0.6875--0.9375       425,000              3.3                   $0.75
  $1.0625 - 1.1688       865,000              2.4                   $1.11
        $1.90             20,000              2.4                   $1.90

NOTE 5: COMMITMENT

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. Rent expense was $74 in 2003. The
Company's management believes that the Cranford facility will continue to
satisfy its space requirements for the foreseeable future and that if necessary,
such space can be replaced without a significant impact to the business.

NOTE 6: CONTINGENCY

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

                                      F-11


<PAGE>

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

NOTE 7: INCOME TAXES

The components of income tax expense (benefit) for the years ended December 27,
2003 and December 28, 2002 are as follows:

                                       Dec. 27,    Dec. 28,
                                        2003         2002
                                        ----         ----
        Current:
                 Federal                $386         $502
                 State                   109          146
                                         ---          ---
                                         495          648
                                         ---          ---
        Deferred:
                 Federal                 206           (6)
                 State                    59           (1)
                                          --          ---
                                         265           (7)
                                         ---          ---
        Total income tax expense        $760         $641
                                        ====         ====

Deferred tax asset at December 27, 2003 and December 28, 2002 are as follows:

                                                            Dec. 27, Dec. 28,
                                                              2003    2002
                                                              ----    ----

        Allowance for doubtful accounts                       $75      $80
        Accruals and reserves                                 145      405
                                                              ---      ---
        Deferred tax asset                                   $220     $485
                                                             ====     ====


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
27, 2003 and December 28, 2002 follows:

                                                             Dec. 27,  Dec. 28,
                                                               2003     2002
                                                               ----     ----

        Income tax expense computed at federal statutory
           rate                                                $390     $537
        Permanent and other items                               317      (12)
        State income taxes, net of federal income tax
           benefit                                               69       92
                                                                 --     ----
                                                               $760     $641
                                                               ====     ====

NOTE 8: RELATED PARTY

The Board of Directors on October 17, 2003 authorized a transaction with David
Mintz whereby Mr. Mintz surrendered 300,000 of his options in consideration of
the payment to him of $358, an amount equal to the difference of 75% of the
closing market price of our common stock on that

                                      F-12


<PAGE>

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

date ($3.45) less the exercise price of such options.  In October 2003, $358 was
paid to Mr. Mintz.

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


                                      F-13


<PAGE>




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

        None.

Item 8A. Controls and Procedures.

        Within the 90 days prior to the date of the filing of this Form 10-KSB,
our company carried out an evaluation under the supervision and with the
participation of our management, including our chief executive officer and chief
financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Securities Exchange Act of 1934
Rule 13a-14(c) and15d-14(c). Based upon that evaluation, our chief executive
officer and chief financial officer concluded that our company's disclosure
controls and procedures are effective in timely alerting them to material
information relating to the company required to be included in the company's
periodic SEC filings.

        There have been no significant changes in our company's internal
controls or other factors which could significantly affect internal controls
subsequent to the date of the evaluation.

                                    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.................     72      Chairman of the Board of Directors,
                                         Chief Executive Officer
Steven Kass.................     52      Chief Financial Officer, Secretary and
                                         Treasurer
Joseph Fischer..............     64      Director
Aaron Forem ................     49      Director
Reuben Rapoport.............     73      Director
Franklyn Snitow.............     57      Director
Jeremy Wiesen...............     61      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.

        Joseph Fischer was appointed to our Board of Directors in March 2004. He
has been the principal in FMM Investments, which manages private portfolios,
since 1992. Prior to that

                                       19


<PAGE>


and since 1982, Mr. Fischer was the Controller of the Swingline Division of
American Brands Inc.

        Aaron Forem has been a director since 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.

        Reuben Rapoport, our former Director of Product Development who retired
in April 2003, has been a director since July 1983.

        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 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 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 All of the executive officers devote
their full time to our operations.

Employment Agreements

        There are currently no employment agreements between us and any of our
officers.

Family Relationships

        There are no family relationships between any of our directors and
executive officers.

Involvement in Legal Proceedings

        To the best of our knowledge, during the past five years, none of our
directors or executive officers were involved in one of the following: (1) any
bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time; (2) any conviction in a criminal proceeding
or being subject to a pending criminal proceeding (excluding traffic violations
and other minor offenses); (3) being subject to any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any court of any competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; and (4) being found by a court of competent jurisdiction (in
a civil action), the SEC or the Commodities Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended or vacated.

                                       20


<PAGE>


Audit Committee Financial Expert

        The Audit Committee of the Board of Directors is comprised of Messrs.
Fischer, Forem and Wiesen. The Board of Directors has determined that all of the
Audit Committee members are independent, as that term is defined under the
enhanced independence standards for audit committee members in the Securities
and Exchange Act of 1934. The Board of Directors has also determined that Joseph
Fisher is an Audit Committee Financial Expert as that term is defined in rules
issued pursuant to the Sarbanes-Oxley Act of 2002.

Section 16(a) Beneficial Ownership Compliance

        Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our executive officers, directors and persons who own more than 10% of
a registered class of our equity securities to file with the Securities and
Exchange Commission initial statements of beneficial ownership, reports of
changes in ownership and annual reports concerning their ownership of common
stock and other of our equity securities, on Forms 3, 4 and 5 respectively.
Executive officers, directors and greater than 10% shareholders are required by
Commission regulations to furnish us with copies of all Section 16(a) reports
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 2003 all persons subject to these reporting requirements filed the
required reports on a timely basis.

Code of Ethics

        We have adopted a Code of Ethics for Executive and Financial Officers.
This code of ethics applies to our chief executive officer, chief financial
officer, corporate controller and other finance organization employees. We also
adopted a Code of Conduct, which applies to all of our employees. The Code of
Ethics and the Code of Conduct are publicly available on our website at
www.tofutti.com and printed copies are available upon request. If we make any
substantive amendments to the Code of Ethics or the Code of Conduct or grant any
waivers, including any implicit waiver, from a provision of these codes to our
chief executive officer, chief financial officer or corporate controller, we
will disclose the nature of such amendment or waiver on our website.

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 2003 totaled $100,000 or more:

                                       21


<PAGE>


                           SUMMARY COMPENSATION TABLE
                           --------------------------

                                                     Annual         Long-Term
                                                  Compensation     Compensation
                                                  ------------     ------------
                                                                    Securities
                                                                    Underlying
Name and Principal Position              Year      Salary ($)      Options (#)
---------------------------              ----      ----------      -----------
David Mintz,                             2003      $ 603,000(1)         --
Chief Executive Officer                  2002        500,000(2)         --
  and Chairman of the Board              2001        500,000(3)         --
Steven Kass,                             2003        275,000(1)         --
Chief Financial Officer,                 2002        250,000(2)         --
  Secretary and Treasurer                2001        250,000(3)         --
---------------

(1)     Includes bonuses of $350,000 and $150,000 for Messrs. Mintz and Kass,
        respectively, accrued at year end and paid on or about January 16, 2004.

(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 28, 2003.

(3)     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.

        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 was 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 28, 2002, the balance receivable under this
contract of $200,000 was 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.

        Under the Sarbanes-Oxley Act of 2002, public companies are prohibited
from extending credit to any director or executive officer, or from renewing or
extending existing loans. As a result, public companies have taken the view that
they may not be able to make annual premium payments on split dollar insurance
plans, since they may be deemed to be prohibited loans. In 2003, we ceased
making any payments under the policy subject to future guidance as to the
legality of such payments. Such guidance was not forthcoming and in December
2003, Mr.

                                       22


<PAGE>


Mintz purchased the insurance policy from us for $208,000, which represented all
previous premiums paid by our company plus interest of 4% per annum.

        Mr. Snitow has not received any cash remuneration for his service as a
director in the last three years. In 2002 and 2003, Mr. Wiesen received $2,500
and $1,000, respectively, for his services as director. In 2002, Mr. Forem
donated his $1,000 fee for services as director to charity and did not receive
any cash remuneration in 2003.

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 2003 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          Value of Unexercised
                               Shares                     Underlying Unexercised       in the Money Options
                             Acquired on     Value            Options at FY-End (#)      at FY-End ($)
Name                         Exercise(#)   Realized ($)   Exercisable/Unexercisable  Exercisable/Unexercisable
----                         -----------   ------------   -------------------------  -------------------------
<S>                              <C>          <C>             <C>                          <C>
David Mintz,                     --           $ --            300,000(E)                   $564,000(E)(1)
Chief Executive Officer
  and Chairman of the
  Board
Steven Kass,                     --            --             795,000(E)                    1,740,000(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 $3.05 per share.

Item 11.  Security  Ownership of Certain  Beneficial  Owners and  Management and
          Related Stockholder Matters.

        The following table sets forth as of March 23, 2004 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:

                                       23


<PAGE>




                                   Amount of
                                   Beneficial             Percent of
Name                               Ownership(1)           Class(2)
----                               ------------           --------
David Mintz................         2,634,440               44.7%
Steven Kass................           795,000 (3)           11.9%
Reuben Rapoport............            90,000                1.5 %
Jeremy Wiesen..............            64,400 (4)            1.1%
Franklyn Snitow............            47,200                *
Aaron Forem................            20,000                *
Joseph Fischer.............                --               --
All Executive Officers and
Directors as a group (6 persons)    3,651,040(5)          54.4%

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

*       Less than 1%.

        The address of Messrs. Mintz, Kass, Fischer, Rapoport and Wiesen 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. 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 23, 2004 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 5,894,867 shares issued and outstanding as of March 23, 2004.
        (3) Issuable upon the exercise of 795,000 currently exercisable stock
        options. (4) Includes 20,000 shares issuable upon the exercise of
        currently exercisable stock options.

(5)     Includes 815,000 shares issuable upon the exercise of currently
        exercisable stock options.

Item 12. Certain Relationships and Related Transactions.

        In view of the strong financial condition of our company, the Board of
Directors on October 17, 2003 authorized a transaction with David Mintz whereby
Mr. Mintz surrendered 300,000 of his options in consideration of the payment to
him of $358,000, an amount equal to the difference of 75% of the closing market
price of our common stock on that date ($3.45) less the exercise price of such
options. In October 2003, $358,000 was paid to Mr. Mintz.

        On October 17, 1994, our Board of Directors adopted a resolution wherein
we were authorized to purchase a $1 million plan on the life of our Chairman and
President. The purpose

                                       24


<PAGE>


of this transaction was 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 which might have had 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, we were guaranteed to receive a
complete refund of all premiums paid plus interest at 4%. As of December 28,
2002, the $200,000 balance receivable under this contract was 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.

        Under the Sarbanes-Oxley Act of 2002, public companies are prohibited
from extending credit to any director or executive officer, or from renewing or
extending existing loans. As a result, public companies have taken the view that
they may not make annual premium payments on split dollar insurance plans, since
they may be deemed to be prohibited loans. In 2003, we ceased making any
payments under the policy, subject to future guidance as to the legality of such
payments. On December 24, 2003, we sold the policy to Mr. Mintz for $208,000
which represented all previous premiums paid by us plus interest of 4% per
annum.

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

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.

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

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

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


                                 25


<PAGE>



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

-----------

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

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

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

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

        On January 6, 2003, the Registrant filed with the Securities and
Exchange Commission a Form 8-K bearing a cover date of January 3, 2003
containing a press release announcing an extension of the stock repurchase plan.

Item 14. Principal Accountant Fees and Services.

Fees Paid to Independent Public Accountants

        The following table sets forth, for each of the years indicated, the
fees paid to our independent public accountants and the percentage of each of
the fees out of the total amount paid to the accountants.

                                              Year Ended December 31,
                              -------------------------------------------------
                                        2003                    2002
                              -----------------------   -----------------------
       Services Rendered          Fees    Percentages    Fees      Percentages
    ---------------------     ---------   -----------    -----     -----------
    Audit (1)............       $31,000       100%      $28,500       100%
    Audit-related (2)....            --        --            --        --
    Tax (3)..............            --        --            --        --
    Other................            --        --            --        --
                                   ----      ----          ----       ----
    Total ...............       $31,000       100%      $28,500       100%
                                =======      ====       =======       ====

--------------
(1)     Audit fees consist of services that would normally be provided in
        connection with statutory and regulatory filings or engagements,
        including services that generally only the independent accountant can
        reasonably provide.

(2)     Audit-related fees relate to assurance and associated services that
        traditionally are performed by the independent accountant, including:
        attest services that are not required by statute or regulation;
        accounting consultation and audits in connection with mergers,

                                       26


<PAGE>


        acquisitions and divestitures; employee benefit plans audits; and
        consultation concerning financial accounting and reporting standards.

(3)     Tax fees relate to services performed by the tax division for tax
        compliance, planning, and advice.

Pre-Approval Policies and Procedures

        Our Audit Committee has adopted a policy and procedures for the
pre-approval of audit and non-audit services rendered by our independent public
accountants, Wiss & Company LLP. The policy generally pre-approves certain
specific services in the categories of audit services, audit-related services,
and tax services up to specified amounts, and sets requirements for specific
case-by-case pre-approval of discrete projects, those which may have a material
effect on our operations or services over certain amounts. Pre-approval may be
given as part of the Audit Committee's approval of the scope of the engagement
of our independent auditor or on an individual basis. The pre-approval of
services may be delegated to one or more of the Audit Committee's members, but
the decision must be presented to the full Audit Committee at its next scheduled
meeting. The policy prohibits retention of the independent public accountants to
perform the prohibited non-audit functions defined in Section 201 of the
Sarbanes-Oxley Act or the rules of the SEC, and also considers whether proposed
services are compatible with the independence of the public accountants.

                                       27


<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 June 22, 2004.

                                            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 June 22, 2004, 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


--------------
Aaron Forem
Director

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


------------------
Franklyn Snitow
Director

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

/s/Joseph Fischer
-----------------
Joseph Fischer
Director




                                       28


<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.
31.1             Certification of Chief Executive Officer pursuant to Rule
                 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act,
                 as amended.
31.2             Certification by Chief Financial Officer pursuant to Rule
                 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act,
                 as amended.
32.1             Certification by Chief Executive Officer Pursuant to 18 U.S.C.
                 Section 1350, As Adopted Pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002.
32.2             Certification by Chief Financial Officer Pursuant to 18 U.S.C.
                 Section 1350, As Adopted Pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002.

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

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

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

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