SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  Form 10-KSB/A
                                 Amendment No. 2

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934. For the fiscal year ended December 29, 2007

[ ]  TRANSITION  REPORT  UNDER  SECTION  13 OR 15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934. Commission File Number: 1-9009

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

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

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

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

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

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

           Securities registered 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 (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No [
]
         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]

         Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ]    No [X]

         Issuer's revenues for its most recent fiscal year: $19,150,000.

         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 31, 2008 was $7,009,000.

         As of March 31, 2008, the issuer had 5,593,867 shares of Common Stock,
par value $.01, outstanding.

Transitional Small Business Disclosure Format        Yes [  ]          No [X]



<PAGE>


                                EXPLANATORY NOTE

This Amendment No. 2 on Form 10-KSB/A is being filed by Tofutti Brands Inc. to
amend the Company's Annual Report on Form 10-KSB for the year ended December 29,
2007 that was originally filed with the Securities and Exchange Commission on
April 14, 2008.

This Amendment No. 2 on Form 10-KSB/A amends Item 8A of Part II
of the Form 10-KSB and revises the disclosure under the caption "Changes in
Internal Control over Financial Reporting." No attempt has been made in this
Form 10-KSB/A to modify or update other disclosures as presented in the 10-KSB.
Except with respect to the above revision, this Amendment does not modify or
update any other disclosures set forth in the original filing.




<PAGE>







                                TABLE OF CONTENTS

PART II.......................................................................4

         Item 8A.      Controls and Procedures................................4

         Item  13.     Exhibits...............................................6

SIGNATURES....................................................................7





                                        3


<PAGE>


                                    PART II


Item 8A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

         Evaluation of Disclosure Controls and Procedures. As of December 29,
2007, our company's chief executive officer and chief financial officer
conducted an evaluation regarding the effectiveness of our company's disclosure
controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the
Exchange Act. Based upon the evaluation of these controls and procedures, our
chief executive officer and chief financial officer concluded that our
disclosure controls and procedures were not effective as of the end of the
fiscal year 2007.

         Disclosure Controls and Internal Controls. As provided in Rule 13a-14
of the General Rules and Regulations under the Securities and Exchange Act of
1934, as amended, Disclosure Controls are defined as meaning controls and
procedures that are designed with the objective of insuring that information
required to be disclosed in our reports filed under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), is recorded, processed, designed and
reported within the time periods specified by the SEC's rules and forms.
Disclosure Controls include, within the definition under the Exchange Act, and
without limitation, controls and procedures to insure that information required
to be disclosed by us in our reports is accumulated and communicated to our
management, including our chief executive officer and principal financial
officer, as appropriate to allow timely decisions regarding disclosure. Internal
Controls are procedures which are designed with the objective of providing
reasonable assurance that (1) our transactions are properly authorized; (2) our
assets are safeguarded against unauthorized or improper use; and (3) our
transactions are properly recorded and reported, all to permit the preparation
of our financial statements inconformity with generally accepted accounting
principles.

Management's Annual Report on Internal Control Over Financial Reporting

         Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial
reporting is a process designed by, or under the supervision of the Chief
Executive Officer and Chief Financial Officer and effected by our board of
directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles.

         Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

         Management's evaluation of internal control over financial reporting
includes using the COSO framework, an integrated framework for the evaluation of
internal controls issued by the Committee of Sponsoring Organizations of the
Treadway Commission, to identify the risks and control objectives related to the
evaluation of our control environment.

         Based on their evaluation under the frameworks described above, our
chief executive officer and chief financial officer have concluded that our
internal control over financial reporting was ineffective as of December 29,
2007 because of the following material weaknesses in internal controls over
financial reporting:


                                       4

<PAGE>


     o    a lack of sufficient resources and an insufficient level of monitoring
          and oversight,  which may restrict our ability to gather,  analyze and
          report information  relative to the financial statement and income tax
          assertions in a timely manner.

     o    The limited size of the accounting  department  makes it impracticable
          to achieve an optimum separation of duties.

Remediation Plan

         It is our intention to increase the staffing level of the accounting
department as demands on our accounting staff increase.

Changes in Internal Control over Financial Reporting

         No change in our internal control over financial reporting occurred
during the quarter ended December 29, 2007, that materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

         This annual report does not include an attestation report of our
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our registered
public accounting firm pursuant to the rules of the Securities and Exchange
Commission that permit us to provide only management's report on this annual
report.


                                        5


<PAGE>


Item 13. Exhibits.

3.1       Certificate of Incorporation, as amended through February 1986.(1)

3.1.1     March 1986 Amendment to Certificate of Incorporation.(2)

3.1.2     June 1993 Amendment to Certificate of Incorporation.(3)

3.2       By-laws.(1)

4.1       Copy of the Registrant's Amended 1993 Stock Option Plan.(4)

4.2       Tofutti Brands Inc. 2004 Non-Employee Directors' Stock Option
          Plan.(5)

10.1      Form of Loan Agreement between the Registrant and Wachovia
          Bank, N. A.(6)

10.2      Form of Promissory Note between the Registrant and Wachovia
          Bank, N. A.(6)

10.3      Form of Security Agreement between the Registrant and Wachovia
          Bank, N. A.(6)

23.1      Consent of Amper, Politziner & Mattia, P. C.(7)

31.1      Certification by 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.(7)

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.(7)

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

(1)  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.

(2)  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.

(3)  Filed as an exhibit to the  Registrant's  Form  10-KSB for the fiscal  year
     ended January 1, 2005 and hereby incorporated by reference thereto.

(4)  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.

(5)  Filed as Appendix B to the Registrant's Schedule 14A filed May 10, 2004 and
     hereby incorporated by reference thereto.

(6)  Filed as an exhibit to the  Registrant's  Form 8-K  bearing a cover date of
     April 13, 2006 and hereby incorporated by reference thereto.

(7)  Filed as an exhibit to the  Registrant's  Form  10-KSB for the fiscal  year
     ended December 29, 2007 and hereby incorporated by reference thereto.

Schedule II - page S-1, immediately following the signature page.


                                       6


<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 November 14, 2008.

                                            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 November 14, 2008, 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 and Accounting Officer


/s/Neal S. Axelrod
------------------
Neal S. Axelrod
Director


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


----------------------
Aron Forem
Director


/s/Philip Gotthelf
------------------
Philip Gotthelf
Director


----------------------
Reuben Rapoport
Director


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



                                       7

<PAGE>

                                 EXHIBIT INDEX

Exhibit
-------

3.1       Certificate of Incorporation, as amended through February 1986.(1)

3.1.1     March 1986 Amendment to Certificate of Incorporation.(2)

3.1.2     June 1993 Amendment to Certificate of Incorporation.(3)

3.2       By-laws.(1)

4.1       Copy of the Registrant's Amended 1993 Stock Option Plan.(4)

4.2       Tofutti Brands Inc. 2004 Non-Employee Directors' Stock Option
          Plan.(5)

10.1      Form of Loan Agreement between the Registrant and Wachovia
          Bank, N. A.(6)

10.2      Form of Promissory Note between the Registrant and Wachovia
          Bank, N. A.(6)

10.3      Form of Security Agreement between the Registrant and Wachovia
          Bank, N. A.(6)

23.1      Consent of Amper, Politziner & Mattia, P. C.(7)

31.1      Certification by 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.(7)

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.(7)

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

(1)  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.

(2)  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.

(3)  Filed as an exhibit to the  Registrant's  Form  10-KSB for the fiscal  year
     ended January 1, 2005 and hereby incorporated by reference thereto.

(4)  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.

(5)  Filed as Appendix B to the Registrant's Schedule 14A filed May 10, 2004 and
     hereby incorporated by reference thereto.

(6)  Filed as an exhibit to the  Registrant's  Form 8-K  bearing a cover date of
     April 13, 2006 and hereby incorporated by reference thereto.

(7)  Filed as an exhibit to the  Registrant's  Form  10-KSB for the fiscal  year
     ended December 29, 2007 and hereby incorporated by reference thereto.