SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 30, 2000

                         Commission File Number: 1-9009

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

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

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

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

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

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

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during  the past 12  months,  and (2) has been
subject to such filing requirements for the past 90 days.

                              Yes  x   No
                                  ---     ---

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

Issuer's revenues for its most recent fiscal year: $13,343,000

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 16, 2001 was $6,574,000.

As of March 16, 2001, the Registrant had 6,354,567  shares of Common Stock,  par
value $.01, outstanding.

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





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                                     PART I

Item 1.  Description of Business

GENERAL

     We are engaged in the  development,  production and marketing of TOFUTTI(R)
brand non-dairy  frozen desserts and other food products.  TOFUTTI  products are
non-dairy,  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.

     We introduced several new products during 2000. Among them was a new frozen
dessert,  Super  Soy  Supreme,  sold  in 500 ml (17  oz.)  containers.  We  also
introduced a new Cutie flavor,  mint  chocolate  chip. In the frozen food entree
category  we  introduced  a soy  bagel as well as new  flavors  of our fruit and
cheese filled Tofutti  Pillows.  In addition,  several new flavors were added to
our Totally Nuts soybean product line.

STRATEGY

     Our  objective is to be a leading  provider of  non-dairy,  soy-based  food
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  non-dairy,  soy-based  parve  kosher  products  will  continue to
provide us with a competitive advantage.

TOFUTTI PRODUCT LINE

o    Premium TOFUTTI(R) non-dairy 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 non-dairy frozen dessert to be marketed to the general public through
     supermarkets.  We currently offer pint  containers of premium,  hard frozen
     TOFUTTI in seven flavors:  Vanilla,  Chocolate Supreme,  Wildberry Supreme,
     Vanilla Almond Bark(R),  Vanilla Fudge,  Chocolate Cookie Crunch and Better
     Pecan(R).  Premium  TOFUTTI soft serve mix is  available in three  flavors:
     Vanilla, Chocolate and Peanut Butter.

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

o    TOFUTTI SUPER SOY  SUPREME(TM),  made with organic cane juice  crystals and
     with no gluten  added,  is for those  individuals  looking  for a delicious
     tasting, non-dairy frozen



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     dessert without refined sugar or artificial sweeteners.  It is available in
     500 ml (17 oz.)  containers and comes in four flavors:  Bella  Vanilla(TM),
     New York, New York Chocolate(TM), Cool Cappuccino(TM), and Plum Krazy(TM).

o    HONEY SWEETENED TOFUTTI in pints,  available in health food stores,  offers
     those  individuals with sugar  restrictions a natural  alternative  without
     artificial sweeteners and is available in Honey Vanilla Chamomile.

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

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

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

o    TOFUTTI  FRUTTI(R)  stick  novelties  combine  creamy  vanilla with a tangy
     sorbet covered in chocolate and have 180 calories per bar.

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

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

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

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




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

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

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

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

o    TOFUTTI  BETTER THAN  MOZZARELLA  CHEESE(R) is the first totally dairy free
     mozzarella  cheese  that  tastes  and  performs  just like real  mozzarella
     cheese.  Complementing BETTER THAN MOZZARELLA CHEESE is BETTER THAN CHEDDAR
     CHEESE(R),  which tastes like real cheddar  cheese.  Both  products are key
     ingredients in some of the Company's  frozen food  products.  Both products
     are available to consumers in 8 oz.  shredded  cheese packages and are also
     available in 20 lb. bulk boxes for institutional sale.

o    TOFUTTI SOY-CHEESE SLICES(R) offer consumers a delicious  non-dairy,  vegan
     alternative to regular cheese slices.  Available in individually  wrapped 8
     oz. packages, TOFUTTI SOY-CHEESE SLICES come in three flavors:  Mozzarella,
     American, and Roasted Garlic.

o    TOFUTTI  MACARONI & BETTER  THAN  CHEESE is elbow  macaroni  combined  with
     TOFUTTI's  delicious non-dairy BETTER THAN CHEDDAR CHEESE sauce that tastes
     like traditional macaroni and cheese. TOFUTTI MACARONI & BETTER THAN CHEESE
     is available frozen in 12 oz. packages.

o    TOFUTTI  PIEROGIES  combine  creamy TOFUTTI BETTER THAN CHEDDAR CHEESE with
     potatoes  to form  totally  dairy  free  old-fashioned  pierogies.  TOFUTTI
     PIEROGIES are sold in retail packages.




                                       -4-

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o    TOFUTTI POTATO PANCAKES offer the consumer a snack or dinner side dish that
     combines a delicious  mixture of potatoes and the Company's  non-dairy sour
     cream, SOUR SUPREME.

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

o    TOFUTTI SOY BAGELS  offer the  consumer a tasty bagel made with soy protein
     and  unbleached  flour that gives an added health benefit to a very popular
     breakfast  and snack food item.  Whether  toasted plain or with BETTER THAN
     CREAM CHEESE  spread on it,  TOFUTTI SOY BAGELS still taste great.  TOFUTTI
     PIZZA BAGELS feature TOFUTTI's dairy free BETTER THAN MOZZARELLA CHEESE and
     tomato sauce on a TOFUTTI SOY BAGEL.

o    TOFUTTI  QUIT  BEEF'N(R)  veggie  burgers  offer the  consumer a  delicious
     tasting  veggie  burger  that also has the fiber and protein of soy that is
     recommended for a healthy diet. With TOFUTTI totally dairy free BETTER THAN
     CHEDDAR  CHEESE,  QUIT BEEF'N  veggie  cheeseburgers  offer the  consumer a
     totally healthy, dairy free cheeseburger.

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

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

o    EGG  WATCHERS(R)  is a fat free  replacement  for  whole  eggs that has the
     taste,  nutrition,  and  versatility  of  whole  eggs  without  the fat and
     cholesterol  and  with  60%  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  RUGALACH,  made with TOFUTTI  BETTER THAN CREAM CHEESE,  gives the
     consumer an upscale  pastry  product  that is perfect  either as a snack or
     dessert. The rugalach are available in 8 oz. frozen packages.

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



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     TOFIGGY(R) fig bars. Like all TOFUTTI  products,  they are completely dairy
     and cholesterol free.

o    TOFUTTI  SOY  LAVASCH(R)   flatbread   crackers,   made  with  all  natural
     ingredients  and TOFUTTI BETTER THAN CREAM CHEESE,  offer consumers a tasty
     snack that tastes delicious with spreads or simply plain. SOY LAVASCH comes
     in 5 oz. retail packages and is available in Onion & Poppy,  Garlic & Dill,
     Hot & Spicy and Herb & Chive flavors.

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

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

o    TOFUTTI  ULTRA SOY  PROTEIN  POWER(TM),  a pure soy  protein  nutriceutical
     supplement, is an all-natural,  instant powder mix, high in isoflavones and
     amino acids,  which are necessary for  maintaining  good health.  ULTRA SOY
     PROTEIN POWER is available in 16 oz. containers.

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

MARKETING AND DISTRIBUTION

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

     The Mattus Ice Cream  Company  distributes  our  non-dairy  frozen  dessert
products to supermarket  accounts in the metropolitan New York area. Total sales
to Mattus in the New York  metropolitan  area were $1,283,000 or 10% of sales in
2000 as compared with sales $1,040,000 or 9% of sales in 1999. We currently sell
our  frozen  dessert  products  in most  major  markets  in the  United  States,
including Atlanta, Boston, Cincinnati,  Charlotte,  Chicago, Cleveland,  Denver,
Detroit, Los Angeles, Miami, New York, Orlando, Philadelphia, Phoenix, Richmond,
San Francisco, Seattle and Tampa.



                                       -6-

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     We distribute our products through twenty-six  distributors in the national
health  food  market.  Our  sales  to  health  food  distributors  in 2000  were
$6,532,000 or 49% of sales as compared to $5,910,000 or 50% of sales in 1999. In
2000, sales to Trader Joe's, a West Coast based health food  supermarket  chain,
were  $2,070,000  or 16% of sales as compared to  $2,071,000  or 17% of sales in
1999. Overall,  West Coast sales were $3,332,000 or 25% of our sales in 2000, as
compared  to  $3,195,000  or 27% of sales in 1999.  We continue to have a strong
presence in the kosher market, with sales of $824,000 or 6% of sales in 2000, as
compared with sales of $761,000 or 6% of sales in 1999.  During 2000,  our sales
to food products  accounts  increased to $1,099,000 or 8% of sales,  as compared
with sales of $895,000 or 8% of sales in 1999.

     During 2000,  we shipped  TOFUTTI  non-dairy  products to  distributors  in
Australia,  Belgium, Bermuda, Canada, England, France, Germany, Israel, Jamaica,
Kuwait, Mexico, the Netherlands,  Panama, Portugal, Spain, Sweden and the United
Arab Emirates.  Sales to foreign  distributors totaled $1,248,000 or 9% of sales
in 2000, as compared to $1,304,000 or 11% of sales in 1999. The slight  decrease
in export  sales was due  primarily  to a decrease in sales to our  European and
Australian distributors.  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  national  health  food,  West
Coast, kosher and food service markets to continue in 2001.

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 non-dairy  frozen  dessert  product market and have the most
complete line of non-dairy  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  non-dairy  and dairy
competitive products marketed by companies with significantly  greater resources
than we have.

RESEARCH AND DEVELOPMENT

     During the last two years, David Mintz, Chief Executive Officer, and Reuben
Rapoport,  Director of Product  Development,  have devoted  substantial time and
effort to the development of new products and the  reformulation  of our current
products.  In 2000 and 1999, our research and development expenses were $397,000
and  $376,000,  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  for  the  manufacturing   processes.  Our  co-packers
manufacture and package our products and, in certain  instances,  warehouse such
products pending shipment. For certain key product categories, such as non-dairy
frozen  dessert  and  non-dairy  cheeses,  we have more than one  co-packer.  We
currently  have a total of  nineteen  co-packers,  including  one in the  United
Kingdom and one in Israel.

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

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

     KOF-K Kosher Supervision  ("KOF-K") of Teaneck, New Jersey provides us with
our kosher  certification  service.  Before KOF-K will permit its certification,
evidenced by its symbol, to be placed on a product,  KOF-K must approve both the
ingredients contained in the product and the facility processing the product. We
believe that our ability to  successfully  market and distribute our products is
dependent  upon our  continued  compliance  with the  requirements  of  rabbinic
certification.  All TOFUTTI products meet the requirements for  certification as
kosher- parve.

TRADEMARKS AND PATENTS

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

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

GOVERNMENT REGULATION

     Companies  engaged in the  manufacture,  packaging and distribution of food
items are subject to extensive  regulation by various government agencies which,
pursuant  to  statutes,  rules,  and  regulations,  prescribe  quality,  purity,
manufacturing  and labeling  requirements.  Food  products are often  subject to
"standard of identity"  requirements which are promulgated at either the Federal
or  state  level to  determine  the  permissible  qualitative  and  quantitative
ingredient



                                       -8-

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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  ("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  30, 2000,  we employed  eleven  persons on a full-time  basis,
compared with ten persons as of January 1, 2000. We consider our relations  with
our employees to be good.


Item 2.  Description of Properties

     Our facilities are located in a modern one-story facility in Cranford,  New
Jersey.  The 6,200 square foot facility  houses our  administrative  offices,  a
warehouse,   walk-in  freezer  and  refrigerator,   and  a  product  development
laboratory  and test kitchen.  The previous lease  agreement  expired on July 1,
1999 and our annual rental expense was $74,000 in 2000. We are



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currently  negotiating a new lease and are  reasonably  certain that a new lease
will be obtained.  Our annual rental expense under the current rental  agreement
is $74,000.  Our management believes that the Cranford facility will continue to
satisfy our space requirements for the foreseeable future.


Item 3.  Legal Proceedings

     We are not a party to any material litigation.


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

     None.


                                     PART II

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

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

Quarter Ended                                    High               Low
-------------                                   ------             ------

April 3, 1999.........................          $1.375             $0.875
July 3, 1999..........................           3.75               1.0625
October 2, 1999.......................           3.00               2.25
January 1, 2000.......................           2.5625             1.5625

April 1, 2000.........................           5.00               1.625
July 1, 2000..........................           3.50               2.00
September 30, 2000....................           2.625              1.75
December 30, 2000.....................           2.5625             1.75

As of March 16,  2001,  there were  approximately  884  holders of record of our
Common  Stock.  We have not paid and have no present  intention  of paying  cash
dividends on our Common Stock in the foreseeable future.





                                      -10-

<PAGE>



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.

The  discussion  and analysis  which  follows in this Annual Report and in other
reports  and  documents  and  in  oral  statements  made  on our  behalf  by our
management  and others may  contain  trend  analysis  and other  forward-looking
statements  within the meaning of Section 21E of the Securities  Exchange Act of
1934 which reflect our current views with respect to future events and financial
results.  These include statements regarding our earnings,  projected growth and
forecasts,  and  similar  matters  which  are not  historical  facts.  We remind
stockholders  that   forward-looking   statements  are  merely  predictions  and
therefore are inherently  subject to uncertainties and other factors which could
cause the  actual  future  events or  results  to differ  materially  from those
described  in the  forward-looking  statements.  These  uncertainties  and other
factors include, among other things,  business conditions and growth in the food
industry and general  economies,  both  domestic and  international;  lower than
expected  customer  orders;  competitive  factors;  changes  in  product  mix or
distribution  channels;  and resource constraints  encountered in developing new
products.  The  forward-looking  statements  contained in this Annual Report and
made  elsewhere  by or on our  behalf  should  be  considered  in light of these
factors.

We have attempted to identify  additional  significant  uncertainties  and other
factors  affecting  forward-looking  statements  in Exhibit 99  incorporated  by
reference   to   this   Annual   Report   ("Additional   Information   Regarding
Forward-Looking   Statements").   We  will  provide  copies  of  Exhibit  99  to
stockholders  free of charge upon receipt of a written request  submitted to our
Secretary c/o Tofutti Brands Inc., 50 Jackson Drive, Cranford, New Jersey 07016.
Stockholders  may also obtain copies of Exhibit 99 for a nominal charge from the
Public Reference Section of the Securities and Exchange  Commission at 450 Fifth
Street,  N.W.,   Washington,   D.C.  20549  or  at  the  Commission's   website:
http://www.sec.gov.

Fifty-two Weeks Ended December 30, 2000 Compared with Fifty-three Weeks Ended
January 1, 2000
-----------------------------------------------------------------------------

     Our fiscal year is usually the fifty-two week period which ends on the last
Saturday in December.  The 1999 fiscal year was a fifty-three  week period which
ended on January 1, 2000.

     Net sales for the fifty-two weeks ended December 30, 2000 were $13,343,000,
an  increase  of  $1,431,000  or 12%  from  the  sales  level  realized  for the
fifty-three  weeks ended January 1, 2000. In the 2000 period,  non-dairy  frozen
dessert product sales and food product sales increased by $609,000 and $822,000,
respectively,  from the 1999 period.  The increases in non-dairy  frozen dessert
sales and food product  sales were  attributable  to an increase in sales of all
categories of frozen  dessert  products and food  products.  Our gross profit in
2000 increased by $588,000 or 13% due primarily to the sales increase, while our
gross profit percentage increased slightly to 39% from 38% in 1999. Although our
gross profit percentage increased slightly in 2000, it continued to be adversely
affected by start-up  manufacturing  costs  associated with our new products and
the increased cost of allowances  associated with the  introduction of those new
products. We anticipate



                                      -11-

<PAGE>



that while our gross profit will  increase due to increased  sales in 2001,  our
gross profit percentage will not improve due to manufacturing start-up costs and
promotional  allowances associated with the planned introduction of new products
in 2001.

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

     Selling  expenses  increased  $203,000 or 13% to $1,724,000 for the current
fiscal  year from  $1,521,000  in the 1999  period.  This  increase  was  caused
primarily by  increases  in freight  ($109,000),  outside  warehouse  ($49,000),
payroll  ($38,000)  and trade show  expenses  ($5,000).  The  increased  freight
expense,  a variable  expense,  is attributable to the increase in sales and the
increased cost of fuel. We do not anticipate a significant reduction in the cost
of shipping in the  foreseeable  future.  The increase in  warehouse  expense is
attributable  to an increase in  inventory  to support  our  increased  level of
operations and the increase in operating  costs at our outside  warehouses.  The
increase in trade show expense is due to our  attendance at numerous trade shows
throughout  the year.  We believe  that  attendance  at these  shows is the most
effective and economical way to market and sell our products. Marketing expenses
increased  by  $78,000 in 2000 to  $277,000.  A  decrease  in trade  advertising
($19,000) was offset by an increase in artwork and plates expense  ($80,000) and
coupon expense ($13,000).

     Research and development expenses increased slightly to $397,000 in 2000 as
compared  to  $376,000  in 1999.  This  increase  was due to the  hiring  of one
additional employee and additional research and development  expenses associated
with our new products.  These  additional  expenses  consist  mainly of start-up
costs  incurred  at  new  co-packing  facilities,  including  additional  Kosher
supervision  costs. Our management  expects that research and development  costs
will continue at a slightly higher level for 2001.

     General and administrative  expenses were $1,288,000 for the 2000 period as
compared  with  $1,043,000  for the  comparable  period  in 1999.  The  $245,000
increase was due largely to increased payroll and office expenses.

     Interest  income was $105,000 for the fifty-two  week period ended December
30, 2000 as compared with interest  income of $17,000 for the  fifty-three  week
period  ended  January 1, 2000.  The increase in interest  income was  primarily
attributable  to the higher level of funds  available  for  investment  in 2000.
Interest  expense  was $2,000 and $5,000 for the  fifty-two  week  period  ended
December  30,  2000 and the  fifty-three  week  period  ended  January  1, 2000,
respectively.  Our  management  anticipates  that  interest  income  will remain
constant in 2001.

     Income before income tax increased  $132,000 from 1999 to 2000 resulting in
an increase  in tax expense of $26,000 to $612,000 in the 2000 fiscal  period as
compared to $586,000 in the 1999 fiscal period.

     Based on the foregoing, we had net income of $956,000 or $0.12 per share on
a diluted  basis for the  fifty-two  week  period  ended  December  30,  2000 as
compared  with net income of $850,000 or $0.12 per share on a diluted  basis for
the fifty-three week period ended January 1, 2000.






                                      -12-

<PAGE>



Income Taxes

     In  previous  years,  our tax year  ended on July  31st.  Due to the timing
difference  between the end of the fiscal and tax year, we had to make estimates
as to our  state and  federal  tax  liabilities  in our  quarterly  and year end
reports. On March 7, 2000, the IRS approved a change of our tax year to December
31. We filed a short year tax return for the period August 1, 1999 to January 1,
2000. The change did not materially effect our tax liabilities in 2000.

Liquidity and Capital Resources

     At December 30, 2000, our working  capital was  $3,772,000,  an increase of
$714,000  from  January 1, 2000.  Our current and quick acid test  ratios,  both
measures of  liquidity,  were 5.4 and 3.9,  respectively,  at December  30, 2000
compared  to 7.5 and 5.9 at January 1, 2000.  At  December  30,  2000,  accounts
receivable  increased  slightly  by $45,000 to  $876,000  from  January 1, 2000,
reflecting the continued improvement in cash collections.  At December 30, 2000,
inventories  increased by $342,000 from January 1, 2000,  reflecting  the higher
sales level and the introduction of new products.  Prepaid expenses increased by
$1,000 to $9,000 at December 30, 2000 from January 1, 2000. Current deferred tax
assets  increased by $179,000 and non-current  deferred tax assets  decreased by
$3,000,  respectively,  at December  30, 2000  compared to January 1, 2000.  The
increase in current deferred tax assets is a result of increased  non-deductible
items  available  for future tax  deductions.  The decrease in  non-current  tax
assets is due to items being  available  for  current  year tax  deductions.  At
December 30, 2000,  accounts payable and accrued  expenses  increased by $17,000
from $129,000 to $146,000.  This increase is due  principally to the increase in
inventories  caused  by the  higher  sales  level  and the  introduction  of new
products. Accrued compensation increased by $175,000 to $375,000 at December 30,
2000 reflecting an increase in annual bonuses to two of our executive  officers.
The  increase in income  taxes  payable of $209,000 to $331,000 at December  30,
2000  represents  additional  income taxes due to the increase in net income and
book expenses not deductible for tax in the current year.

     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 2001 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 seasonal  variations  with increased  sales in the second
and third  quarters of the fiscal  year.  We expect to  continue  to  experience
relatively  higher sales in the second and third quarters,  and relatively lower
sales in the  fourth  and  first  quarters,  as a  result  of  reduced  sales of
non-dairy frozen desserts during those periods.

Market Risk

     We invest our excess cash 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.



                                      -13-

<PAGE>




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-6-12







                                      -14-

<PAGE>


WISS & COMPANY, LLP
CERTIFIED PUBLIC ACCOUNTANTS



                          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  30, 2000 and January 1, 2000,  and the related  statements  of income,
changes in stockholders'  equity and cash flows for the years then ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  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 30, 2000 and January 1, 2000, and the results of its operations and its
cash flows for the years then  ended,  in  conformity  with  generally  accepted
accounting principles.




                                                /s/Wiss & Company
                                                WISS & COMPANY, LLP

Livingston, New Jersey
February 20, 2001




354 Eisenhower Parkway / Livingston, NJ 07039 / (973)994-9400 / (212)285-9453 /
                       Fax: (973)992-6760 / www.wiss.com
--------------------------------------------------------------------------------
           Offices in: Livingston, New Jersey / Red Bank, New Jersey



                                       F-1

<PAGE>



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

<TABLE>
<CAPTION>
                                                                       December 30,             January 1,
                                                                          2000                    2000
                                                                       ------------             ----------
<S>                                                                       <C>                    <C>
Assets
Current assets:
     Cash and equivalents                                                 $2,211                 $1,693
     Short-term investments                                                  269                    253
     Accounts receivable, net of allowance for doubtful
        accounts of $270 and $200, respectively                              876                    831
     Inventories                                                             908                    566
     Prepaid expenses                                                          9                      8
     Deferred income taxes                                                   359                    180
                                                                             ---                   ----
           Total current assets                                            4,632                  3,531
                                                                           -----                  -----

Other assets:
     Deferred income taxes                                                    --                      3
     Other assets                                                            181                    141
                                                                             ---                   ----
                                                                          $  181                 $  144
                                                                             ---                   ----
                                                                          $4,813                 $3,675
                                                                           =====                 ======

Liabilities and Stockholders' Equity
Current liabilities:
     Note payable                                                         $    8                 $   22
     Accounts payable and accrued expenses                                   146                    129
     Accrued compensation                                                    375                    200
     Income taxes payable                                                    331                    122
                                                                             ---                    ---
           Total current liabilities                                         860                    473

Note payable, less current maturities                                         --                      8
                                                                             ---                    ---
                                                                             860                    481
                                                                             ---                    ---

Commitments and contingencies                                                 --                     --

Stockholders' equity:
     Preferred stock - par value $.01 per share;
         authorized 100,000 shares, none issued                               --                     --
     Common stock - par value $.01 per share;
         authorized 15,000,000 shares, issued and
         outstanding 6,354,567 shares at December 30,
         2000 and 6,299,567 shares at January 1, 2000                         64                     63
     Less: Treasury stock, at cost (122,400 shares)                         (247)                    --
     Additional paid-in capital                                            3,763                  3,714
     Accumulated earnings (deficit)                                          373                   (583)
                                                                             ---                  -----
           Total stockholders' equity                                      3,953                  3,194
                                                                           -----                  -----
           Total liabilities and stockholders' equity                     $4,813                 $3,675
                                                                          ======                 ======
</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-three weeks
                                                       ended                           ended
                                                  December 30, 2000               January 1, 2000
                                                  -----------------               ---------------
<S>                                                   <C>                             <C>
Net sales                                             $13,343                         $11,912
Cost of sales                                           8,192                           7,349
                                                        -----                           -----
     Gross profit                                       5,151                           4,563
                                                        -----                           -----

Operating expenses:
  Selling                                               1,724                           1,521
  Marketing                                               277                             199
  Research and development                                397                             376
  General and administrative                            1,288                           1,043
                                                        -----                           -----
                                                        3,686                           3,139
                                                        -----                           -----

Operating income                                        1,465                           1,424

Interest income                                           103                              12
                                                          ---                           -----
Income before income tax                                1,568                           1,436

Income taxes                                              612                             586
                                                          ---                             ---

Net income                                               $956                            $850
                                                         ====                            ====

Weighted average common shares
  outstanding:
  Basic                                                 6,317                           6,245
                                                        =====                           =====
  Diluted                                               7,723                           7,368
                                                        =====                           =====

Net income per share:
  Basic                                                 $0.15                           $0.14
                                                        =====                           =====
  Diluted                                               $0.12                           $0.12
                                                        =====                           =====

</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        Accumulated         Total
                                   ---------------------       -----------------       Paid-In          Earnings       Stockholders'
                                   Shares        Amount        Shares     Amount       Capital         (Deficit)          Equity
                                   ------        ------        ------     ------      ---------       -----------        -------

<S>                                <C>             <C>        <C>          <C>          <C>            <C>                <C>
Balances, December 26, 1998        6,183,567       $62             --      $  --        $3,631         $(1,433)           $2,260
Issuance of Common Stock             116,000         1             --         --            83              --                84
Net Income                                --        --             --         --            --             850               850
                                   ---------       ---        -------      -----        ------           -----            ------
Balances, January 1, 2000          6,299,567       $63             --      $  --        $3,714         $  (583)           $3,194
Issuance of Common Stock              55,000         1             --         --            49              --                50
Purchase of Treasury Stock                --        --        122,400       (247)           --              --              (247)
Net Income                                --        --            --          --            --             956               956
                                   ---------       ---        -------      -----        ------             ---             -----
Balances, December 30, 2000        6,354,567       $64        122,400      $(247)       $3,763         $   373            $3,953
                                   =========       ===        =======      =====        ======         =======            ======


</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-three
                                                                weeks ended        weeks ended
                                                                December 30,        January 1,
                                                                   2000               2000
                                                               ------------        ---------
<S>                                                             <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                   $  956              $  850
   Adjustments to reconcile net income to net
    cash flows from operating activities:
   Provision for bad debts                                          60                  60
   Accrued interest on investments                                 (34)                 (3)
   Deferred taxes                                                 (176)                332
   Change in assets and liabilities:
       Accounts receivable                                        (105)                 64
       Inventories                                                (342)                 17
       Prepaid expenses                                             (1)                  5
       Accounts payable and accrued expenses                        17                 (51)
       Accrued compensation                                        175                 115
       Income taxes payable                                        209                 103
                                                                   ---                ----
   Net cash flows from operating activities                        759               1,492
                                                                   ---               -----

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of investments                                          --                (250)
   Other assets                                                    (22)                (22)
                                                                   ---                ----
   Net cash flows from investing activities                        (22)               (272)
                                                                   ---                ----

CASH FLOWS FROM FINANCING ACTIVITIES:
   Note payable                                                    (22)                (18)
   Issuance of common stock                                         50                  84
   Purchase of treasury stock                                     (247)                 --
                                                                  ----                  --
   Net cash flows from financing activities                       (219)                 66
                                                                  ----                  --

NET CHANGE IN CASH AND EQUIVALENTS                                 518               1,286

CASH AND EQUIVALENTS, AT BEGINNING OF PERIOD                     1,693                 407
                                                                 -----                 ---
CASH AND EQUIVALENTS, AT END OF PERIOD                          $2,211              $1,693
                                                                ======              ======

SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid                                                $    2              $    5
                                                                ======              ======
   Income taxes paid                                            $  579              $  151
                                                                ======              ======

</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
non-dairy 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  30,  2000  (fifty-two  weeks)  and  January  1, 2000
(fifty-three weeks).

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 30, 2000 is limited.

During the fifty-two and  fifty-three  week periods ended  December 30, 2000 and
January 1, 2000, the Company derived approximately 91% and 89%, respectively, of
its net sales domestically.  The remaining sales in both periods were exports to
various  other  countries.  The  Company had sales to two  individual  customers
representing  16% and 10% of net sales  during  2000 and 17% and 9% of net sales
during 1999.

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

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




                                       F-6

<PAGE>


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

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

Income Taxes - Deferred tax assets and liabilities are recognized for the future
tax  consequences  attributable to differences  between the financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and  liabilities  of a change in tax rates is recognized in income in the
period that includes the enactment date.

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

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

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

Cash and equivalents,  short-term  investments,  accounts  receivable,  accounts
payable, accrued expenses,  income taxes payable and note payable as of December
30, 2000 and January 1, 2000 are stated at their carrying  values.  The carrying
amounts  approximate  fair value  because of the short-  term  maturity of those
instruments or because the interest rates approximate market rates of interest.

Advertising Costs - The Company expenses advertising costs as they are incurred.
Advertising  expenses  amounted to $13,000  and  $32,000  during the years ended
December 30, 2000 and January 1, 2000, respectively.







                                      F-7

<PAGE>


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

NOTE 2:  INVENTORIES

Inventories consist of the following:

                                        December 30,             January 1,
                                           2000                    2000
                                           ----                    ----

Finished products                          $658                    $352
Raw materials and packaging                 250                     214
                                            ---                    ----
                                           $908                    $566
                                           ====                    ====

NOTE 3: OTHER ASSETS

On October 17,  1994,  the  Company's  Board of  Directors  adopted a resolution
wherein  the  Corporation  was  authorized  to  purchase a $1,000  split  dollar
insurance  plan on the life of a member of David  Mintz's  family.  Mr. Mintz is
Chairman and  President of the Company.  The purpose of this  transaction  is to
provide the Mintz  estate with funds  sufficient  to pay any estate taxes levied
upon the transfer of Mr.  Mintz's  Tofutti  stock,  which would  otherwise  have
necessitated a sale of the stock. The sale of such stock might have the negative
effect  of  significantly  decreasing  the  market  price  of the  stock  to the
detriment  of  other  shareholders.  Upon  the  death of the  family  member  or
termination  of the policy prior to death,  the Company is to receive a complete
refund of all its premiums paid plus interest at 4%.


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  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 30, 2000,  2,318,000  shares were  subject to  outstanding  options and
231,000 additional shares were available for future grant.




                                       F-8

<PAGE>


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

The  following is a summary of stock option  activity  from December 26, 1998 to
December 30, 2000:


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

<S>                                          <C>              <C>              <C>               <C>
Outstanding at December 26, 1998             1,112,000        0.766            102,000           0.790
Granted in 1999                              1,186,000        1.116             99,000           1.0625
Exercised in 1999                              (96,000)       0.716            (20,000)          0.750
                                             ---------                         -------
Outstanding at January 1, 2000               2,202,000        0.956            181,000           0.944
                                             =========                         =======
Exercised in 2000                              (55,000)       0.901                 --              --
Canceled in 2000                                   --            --            (10,000)          1.0625
Outstanding at December 30, 2000             2,147,000        0.957            171,000           0.937
                                             =========                         =======
Exercisable at December 30, 2000             1,751,000        0.921            143,000           0.912
                                             =========                         =======
Exercisable at January 1, 2000               1,411,000        0.866            115,000           0.876
                                             =========                         =======
</TABLE>

The fair value of each stock option granted during 1999 is estimated on the date
of grant  using  the  Black-Scholes  option  pricing  model  with the  following
assumptions:


                                                             1999
                                                             ----

Expected life (years)                                        4.0
Expected volatility                                          197%
Expected dividend yield                                      0.0%
Risk-free interest rate                                      5.5%
Weighted average fair value of
   options granted during the year                          $0.85

There were no stock options granted during 2000.



                                       F-9

<PAGE>


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


The following table summarizes  information  about stock options  outstanding at
December 30, 2000:



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

 $0.6875--1.031        1,067,000             4.0                 $0.77
 $1.0625--1.1688       1,251,000             5.9                 $1.11

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. 30,        Jan. 1,
                                                          2000             2000
                                                          ----             ----
Net income available for common stockholders:
   As reported                                            $956             $850
   Pro forma                                               593              336

Basic earnings per share:
   As reported                                             .15             .14
   Pro forma                                               .09             .05

Diluted earnings per share:
   As reported                                             .12             .12
   Pro forma                                               .08             .05


NOTE 5:   COMMITMENTS AND CONTINGENCIES

The Company leases an  administrative  and warehouse  facility in Cranford,  New
Jersey under an operating  lease which  expired on July 1, 1999.  The Company is
currently  in  negotiations  to enter  into a new  5-year  lease and  management
believes that such lease agreement will be obtained. The Company's annual rental
expense under its current rental  agreement is $74.  Management  does not expect
its  future  rental  expense  to be  materially  different  after  the  expected
consummation of the aforementioned lease.

Annual net rental  expenses  aggregated  $74 for the fifty-two week period ended
December 30, 2000 and the fifty-three week period ended January 1, 2000.





                                      F-10

<PAGE>


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


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


NOTE 6:  INCOME TAXES

The components of income tax expense (benefit) for the fifty-two and fifty-three
week periods ended December 30, 2000 and January 1, 2000 are as follows:


                                         Dec. 30,         Jan. 1,
                                           2000            2000
                                           ----            ----
Current:
           Federal                         $663            $ 80
           State                            125             173
                                            ---             ---
                                            788             253
                                            ---             ---
Deferred:
           Federal                         (147)            250
           State                            (29)             83
                                            ---              --
                                           (176)            333
                                           ----             ---

Total income tax expense                   $612            $586
                                           ====            ====


Deferred tax assets at December 30, 2000 and January 1, 2000 are as follows:


                                           Dec. 30,            Jan. 1,
                                            2000                2000
                                            ----                ----

Allowance for doubtful accounts             $ 52                $ 24
Accruals and reserves                        307                 159
                                             ---                 ---
Deferred tax assets                         $359                $183
                                            ====                ====













                                      F-11

<PAGE>


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


A  reconciliation  between the expected federal tax expense at the statutory tax
rate of 34%  and  the  Company's  actual  tax  expense  for  the  fifty-two  and
fifty-three week periods ended December 30, 2000 and January 1, 2000 follows:


                                              Dec. 30,          Jan. 1,
                                               2000              2000
                                               ----              ----
Income tax expense computed at
  federal statutory rate                       $533              $488
Permanent and other items                        (3)                6
State income taxes, net of federal
  income tax benefit                             82                92
                                                 --                --
                                               $612              $586
                                               ====              ====






                                      F-12

<PAGE>



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

     None.


                                    PART III

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

     Our Directors and Executive Officers are:


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

David Mintz................    69        Chairman of the Board of Directors,
                                         Chief Executive Officer
Steven Kass................    49        Chief Financial Officer, Secretary and
                                         Treasurer
Reuben Rapoport............    70        Director of Product Development and
                                         Director
Aaron Forem ...............    46        Director
Franklyn Snitow............    54        Director
Jeremy Wiesen..............    58        Director

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

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

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

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

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




                                      -15-

<PAGE>



     Jeremy Wiesen has been a Director  since May 1999. He has been an Associate
Professor  of Business  Law and  Accounting  at the  Leonard N. Stern  School of
Business,  New York  University  since  1972.  He was a member  of the  board of
directors of Mego Mortgage Corporation from November 1996 through March 1998 and
was  previously  a director  and officer of our company  from June 1983  through
January 1986.

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

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

     To our  knowledge,  based  solely on our review of the copies of such forms
received by us, or written  representations  from certain reporting persons that
no  additional  forms were  required for those  persons,  we believe that during
fiscal  2000 all  persons  subject  to these  reporting  requirements  filed the
required reports on a timely basis.


Item 10.  Executive Compensation

     The  following   table  sets  forth   information   concerning   the  total
compensation during the last three fiscal years for our executive officers whose
total salary in fiscal 2000 totaled $100,000 or more:

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

                                             Annual              Long-Term
                                          Compensation         Compensation
                                          ------------         ------------
                                                           Securities Underlying
Name and Principal Position       Year     Salary ($)           Options (#)
---------------------------       ----     ----------           -----------

David Mintz,                      2000     $447,596(1)                --
Chief Executive Officer           1999      303,000(2)           600,000
  and Chairman of the Board       1998      225,000(3)                --

Steven Kass,                      2000      248,557(1)                --
Chief Financial Officer,          1999      187,000(2)           400,000
  Secretary and Treasurer         1998      145,000(3)                --

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





                                      -16-

<PAGE>



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

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

(3)  Includes  bonuses  of  $50,000  and  $35,000  for  Messrs.  Mintz and Kass,
     respectively, accrued at year-end and paid on April 1, 1999.

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

     On October 17, 1994, our Board of Directors adopted a resolution wherein we
were authorized to purchase a $1,000,000 split dollar insurance plan on the life
of a member  of David  Mintz's  family.  Mr.  Mintz is our  Chairman  and  Chief
Executive  Officer.  The  purpose of this  transaction  is to provide  the Mintz
estate with funds sufficient to pay any estate taxes levied upon the transfer of
Mr. Mintz's Tofutti stock, which would have otherwise necessitated a sale of the
stock.  The sale of such stock  might have a  negative  effect of  significantly
decreasing the market price of the stock to the detriment of other shareholders.
Upon the death of the family member or termination of the policy prior to death,
we will receive a complete refund of all the premiums paid plus interest at 4%.

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

STOCK OPTIONS

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

     The following table provides  information  concerning stock options held in
2000 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,                      --               $ --                  880,000(E)                   $798,000(E)(1)
Chief Executive Officer                                                  200,000(U)                    141,000(U)(1)
  and Chairman of the
  Board





                               -17-

<PAGE>




Steven Kass,                      --                --                   661,000(E)                    668,000(E)(1)
  Chief Financial Officer,                                               134,000(U)                    109,000(U)(1)
  Secretary and Treasurer


</TABLE>

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

(E)  Exercisable options
(U)  Unexercisable options
(1)  Calculated by subtracting  option exercise price from year-end market price
     of $1.875 per share.


Item 11.  Security Ownership of Certain Beneficial Owners and Management

The  following  table  sets  forth  as of March  16,  2001  certain  information
regarding  the ownership of our Common  Stock,  $.01 par value,  for each person
known by us to be the beneficial owner of more than 5% of the outstanding shares
of Common Stock,  for each executive  officer named in the Summary  Compensation
Table, for each of our Directors and for our executive officers and directors as
a group:


                                           Amount of
Name                                 Beneficial Ownership      Percent of Class
----                                 --------------------      ----------------

David Mintz......................        3,841,000 (1)               46.6%
Steven Kass......................          661,000 (2)                8.0%
Reuben Rapoport..................          165,000 (3)                2.0%
Jeremy Wiesen....................           82,900 (4)                1.0%
Franklyn Snitow..................           78,000 (5)                1.0%
Aaron Forem......................               --                    --
All Executive Officers and
Directors as a group (6 persons).        4,826,340 (6)               58.6%
--------------

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

(1)  Includes 880,000 shares issuable upon the exercise of currently exercisable
     stock options.
(2)  Issuable upon the exercise of currently 661,000 exercisable stock options.
(3)  Includes 145,000 shares issuable upon the exercise of currently exercisable
     stock options.
(4)  Includes 40,000 shares issuable upon the exercise of currently  exercisable
     stock options.
(5)  Includes 68,000 shares issuable upon the exercise of currently  exercisable
     stock options.
(6)  Includes   1,792,000   shares  issuable  upon  the  exercise  of  currently
     exercisable stock options.





                                      -18-

<PAGE>



Item 12.  Certain Relationships and Related Transactions

     None.


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.

27       Financial Data Schedule (filed via EDGAR only).

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

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

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

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


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

     None.



                                      -19-

<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 March 22, 2001.

                                                     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 March 22, 2001, by the following  persons on behalf of the
Registrant and in the capacities indicated.


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

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

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

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

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

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



                                      -20-

<PAGE>



                                  EXHIBIT INDEX


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

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

3.1.1**  March 1986 Amendment to Certificate of Incorporation.

3.2*     By-laws of the Registrant.

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

23.1     Consent of WISS & COMPANY, LLP.

27       Financial Data Schedule (filed via EDGAR only).

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

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

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

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