SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE
     ACT OF 1934.

                  For the fiscal year ended December 31, 2005

[ ]  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 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 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 is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act.                                     [ ]

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]

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: $18,613,000

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 24, 2006 was $8,023,281.

As of March 24, 2006, the Registrant had 5,413,867 shares of Common Stock, par
value $.01, outstanding.

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



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                                TABLE OF CONTENTS

PART I.........................................................................3
   Item 1.     Description of Business.........................................3
   Item 2.     Description of Property........................................15
   Item 3.     Legal Proceedings..............................................15
   Item 4.     Submission of Matters to a Vote of Security Holders............15
PART II.......................................................................15
   Item 5.     Market for Common Equity and Related Stockholder Matters.......15
   Item 6.     Management's Discussion and Analysis of Financial Condition
               and Results of Operations......................................16
   Item 7.     Financial Statements...........................................22
   Item 8.     Changes In and Disagreements With Accountants on Accounting
               and Financial Disclosure.......................................23
   Item 8A.    Controls and Procedures........................................23
   Item 8B.    Other Information..............................................24
PART III......................................................................24
   Item 9.     Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act..............24
   Item 10.    Executive Compensation.........................................26
   Item 11.    Security Ownership of Certain Beneficial Owners and Management
               and Related Stockholder Matters.28
   Item 12.    Certain Relationships and Related Transactions.................29
   Item 13.    Exhibits.......................................................29
   Item 14.    Principal Accountant Fees and Services.........................30
SIGNATURES....................................................................32




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                                     PART I

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

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

Item 1. Description of Business.

GENERAL

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

         Due to the closure of our main frozen dessert manufacturing facility by
its owner in July 2005, we concentrated most of our efforts during 2005 in
securing new production facilities that offered us the same quality, cost and
ability to manufacture the same variety of products that we had at our previous
principal production facility. As part of that process, we eliminated a number
of frozen dessert products that did not fit into our long term plans, both in
terms of market acceptance and profitability. Although the elimination of these
products adversely affected our sales in 2005, we believe that the elimination
of these products, when coupled with our new product introductions in 2006, will
greatly enhance the visibility of our remaining products and should result in
increased inventory turnover and translate into additional shelf space and
ultimately greater sales.

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

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

STRATEGY

         Our objective is to be a leading provider of nondairy, soy-based food
products, primarily frozen desserts and soy-cheese products, to supermarkets and
health food stores in the United States and abroad. We intend to continue to
introduce new products that offer good taste while containing no butterfat,
cholesterol or dairy to these markets. We focus our marketing efforts toward
those consumers who find our products essential to their everyday diets because
of health, lifestyle or religious reasons. As part of this strategy, we seek to
achieve brand awareness through product innovation, eye-catching packaging,
trade advertising and a strong word-of-mouth marketing program. We believe that
our ability to offer a wide range of nondairy, soy-based parve kosher products
will continue to provide us with a competitive advantage.

TOFUTTI PRODUCT LINE

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

Frozen Desserts

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

    o    LOW FAT TOFUTTI offers the calorie-conscious consumer a creamy dessert
         that is 98% fat free and has less than 120 calories per serving. Sold
         nationally in pints, LOW FAT TOFUTTI is offered in a number of flavors
         including Chocolate Fudge, Coffee Marshmallow, and Vanilla Fudge.

    o    TOFUTTI CHEESECAKE SUPREME PINTS, available in three flavors, contain
         rich, creamy premium vanilla TOFUTTI with a taste of our dairy free
         BETTER THAN CREAM CHEESE(R) added to give it a cheesecake flavor, and
         are swirled with either a blueberry, strawberry, or chocolate sauce.

    o    TOFUTTI CUTIES(R), our best selling product, are bite size frozen
         sandwiches combining a Vanilla, Cookies and Cream, Chocolate, Peanut
         Butter, Mint Chocolate

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         Chip, Wild Berry, or Coffee 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. Like all our frozen dessert
         products, they are completely trans fat free, including the wafers. For
         those individuals who cannot have chocolate, our TOTALLY VANILLA
         TOFUTTI Cutie is vanilla TOFUTTI between two vanilla wafers. Using the
         same vanilla wafers, we have also introduced the WAVE CUTIETM in three
         different flavors - blueberry, strawberry or chocolate sauce blended
         with creamy vanilla TOFUTTI.

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

    o    TOTALLY FUDGE POPS(R), CHOCOLATE FUDGE TREATS, and COFFEE BREAK TREATS
         are stick novelties that offer the consumer the same taste as real
         fudge bars. The TOTALLY FUDGE POPS, made with organic sugar and with no
         gluten added, have 70 calories and 1 gram of fat per bar, while fat
         free, no sugar added CHOCOLATE FUDGE TREATS and COFFEE BREAK TREATS(TM)
         have only 30 calories per bar. Both TREATS are ideal for anyone on
         either a low fat or low carb diet.

    o    TOFUTTI KIDS(TM), a new frozen dessert treat aimed at the children's
         market, are bullet-shaped stick novelties made with creamy premium
         vanilla TOFUTTI with a taste of our dairy free BETTER THAN CREAM CHEESE
         added to give them a cheesecake flavor, surrounded with real fruit ice.
         A multi-pack product, they come in strawberry, orange, and lime flavors
         in each package.

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

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

    o    MARRY ME BARS(TM) are stick novelties that feature creamy vanilla
         TOFUTTI surrounded with a dark chocolate coating. Made with organic
         sugar and with no gluten added, MARRY ME BARS satisfy important diet
         requirements of certain consumers with that great TOFUTTI taste.

    o    An upscale product with a unique shape, TOFUTTI REWARD BARS(TM) are an
         exciting new stick novelty with a center of premium vanilla TOFUTTI
         with a Wildberry sauce swirl, surrounded by a heavy, deep, rich
         chocolate coating which gives the product the taste of a rich chocolate
         candy bar.

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Nondairy Cheese Products

    o    BETTER THAN CREAM CHEESE(R) is similar in taste and texture to
         traditional cream cheese, but is milk and butterfat free and contains
         no cholesterol. It is as versatile as real cream cheese, whether spread
         on a bagel, used as a dip for snack items, such as crackers or chips,
         or used in any favorite recipe. The 8 oz. retail packages are available
         in Plain, French Onion, Herbs & Chives, Smoked Salmon, Garlic & Herb,
         and Garden Veggie. The plain version is also available in 30 lb. bulk
         boxes. The product is sold in many health food stores and select
         supermarkets around the country.

    o    SOUR SUPREME(R) is similar in taste and texture to traditional sour
         cream, but is milk and butterfat free and contains no cholesterol. SOUR
         SUPREME has the versatility of sour cream with the benefits of being
         dairy free. The 12 oz. retail packages are available in Plain and
         Guacamole. The plain version is also available in 30 lb. bulk boxes.
         Like BETTER THAN CREAM CHEESE, SOUR SUPREME is sold nationally in most
         health food stores and select supermarkets.

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

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

Other Food Products

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

    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    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.

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

MARKETING AND DISTRIBUTION

         TOFUTTI products are sold and distributed across the United States and
internationally, and can be found in gourmet specialty shops, kosher
supermarkets, natural/health food stores, and national and regional supermarket
chains. Generally, most of our products are sold by independent unaffiliated
food brokers to distributors and sometimes on a direct basis to retail chain
accounts. Food brokers act as our agents within designated territories or for
specific accounts and receive commissions, which average 5% of net collected
sales. Certain key domestic accounts and all international accounts are handled
directly by us. Our products are also sold in approximately twenty-five other
countries.

         We currently sell our frozen dessert products in most major markets in
the United States, including Atlanta, Baltimore, Boston, Charlotte, Chicago,
Cincinnati, Cleveland, Denver, Detroit, Los Angeles, Miami, Milwaukee,
Minneapolis, New York, Orlando, Philadelphia, Phoenix, Portland, Richmond, San
Francisco, Seattle, Tampa and Washington, D.C.

         We currently distribute all of our products by common carrier or by
allowing customers to pick-up products from outside storage facilities. We do
not own, lease or otherwise maintain any vehicles involved in the shipping of
our products. From our co-packing facilities we either ship direct to our
customers or we ship to outside public storage facilities from which our
customers are able to pick-up products. Use of outside storage facilities allows
us to provide our customers with products in a timely fashion in Canada and
several key locations in the United States.

         In addition to ice cream distributors, our products are handled by
almost every major national and regional natural and/or gourmet specialty
distributor in the country. We distribute our products through thirty-nine (39)
distributors in the national health food market.

         Our sales to health food distributors in 2005 were $10,691,000, or 57%
of total sales, as compared to $10,132,000, or 53% of sales, in 2004. In 2005,
sales to Trader Joe's, a West Coast based health food supermarket chain, were
$3,652,000, or 20% of sales, as compared to $4,042,000, or 21% of sales, in
2004. Overall, West Coast sales were $6,239,000, or 34% of our sales, in 2005,
as compared to $5,484,000, or 29% of sales, in 2004. Sales in Florida, one of
our major geographical markets, were adversely impacted by the severe 2005
hurricane season. Because of the difficult conditions, our sales in Florida
decreased to $1,448,000, or 8% of sales, in 2005 from $1,843,000, or 10% of
sales, in 2004. Total sales in the Midwest decreased to $1,641,000, or 8% of
sales, in 2005 from $1,838,000, or 10% of sales, in 2004, while sales in New
England, another important market for us, decreased to $2,436,000, or 13% of
sales, from sales of $2,490,000, or 13% of sales, in 2004. We continue to have a
presence in the kosher market, with sales of $1,211,000, or 7% of sales, in
2005, from sales of $1,129,000, or 6% of sales, in 2004.

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         During 2005, we shipped TOFUTTI nondairy products to distributors in
Australia, Bermuda, Canada, England, Israel, Mexico, and Panama. Our distributor
in England is our master distributor for all of Europe and part of the Middle
East, excluding Israel, and sells our products to approximately twenty other
countries. Sales to foreign distributors decreased to $1,653,000, or 9% of
sales, in 2005, as compared to $1,909,000, or 10% of sales, in 2004. Our
international sales were adversely impacted by unfavorable economic and
political conditions in some of the countries where we sell our products. We
conduct all of our foreign business in U.S. dollars. Therefore, our future
export sales could be adversely affected by an increase in the value of the U.S.
dollar, which could increase the local currency price of our products.

COMPETITION

         TOFUTTI frozen desserts compete with all forms of ice cream products,
yogurt-based desserts and other soy-based frozen desserts. We believe that we
are a leader in the nondairy frozen dessert product market and have the most
complete line of nondairy frozen dessert products. Other soy-based frozen
dessert products are presently being sold in both soft serve and hard frozen
form throughout the United States by established manufacturers and distributors
of ice cream and other frozen dessert products. The ice cream and frozen dessert
industry is highly competitive and most companies with whom we compete are
substantially larger and have significantly greater resources than us. Our other
products also face substantial competition from both nondairy and dairy
competitive products marketed by companies with significantly greater resources
than we have. We believe that we are able to compete effectively due to our
ability to offer an array of non-dairy frozen dessert and other food products
that contain no butterfat, cholesterol or lactose and are 100% milk-free, yet
offer the same texture and full-bodied taste as their dairy counterparts.

PRODUCT DEVELOPMENT

         All of our current products are developed internally in our own
laboratory. During the last two years, David Mintz, our Chief Executive Officer,
has devoted a substantial amount of time and effort to the development of new
products and the reformulation of our current products. In fiscal 2005 and 2004,
our research and development expenses were $416,000 and $477,000, respectively.
These amounts do not include any portion of Mr. Mintz's salary, and since they
cannot be directly associated with any specific customers or products, they are
considered part of operating expenses. All product development costs are
expensed as incurred.

PRODUCTION

         We believe that all of our products are made under the strictest
quality control procedures that are available in each manufacturing facility
used by us. These quality control procedures include, but are not limited to,
the cleaning processes utilized prior to running our products; spot line
inspections during production; in-house laboratory testing as required by
government agencies; supervision of all our production by our kosher supervisory
service; and random testing by outside independent laboratories to ensure that
our internal quality control procedures and guidelines are being properly
followed.

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         All of our products are manufactured by co-packers to whom we supply
certain key ingredients and packaging for the manufacturing processes. Our
co-packing facilities are fully licensed and must comply with all state and
federal laws and regulations. We currently utilize seven co-packers, including
one in the United Kingdom, a decrease from eight co-packers in the previous
year. This decrease is the result of the consolidation and discontinuation of
some of our products. Our co-packers manufacture and package our products and,
in certain instances, warehouse such products pending shipment. With some
co-packers, ownership of the products stays with the co-packer until the product
is sold. With other co-packers, we are responsible for the purchase of
ingredients and packaging used in the manufacture of our products. For certain
key product categories, such as nondairy frozen desserts and nondairy cheeses,
we have more than one co-packer.

         In October 2004, H. P. Hood, the parent company of Kemps Foods, Inc.,
announced it was closing the Kemps' Lancaster, Pennsylvania facility that had
produced our non-dairy frozen dessert products for the past twenty years. The
Lancaster facility ceased operations on July 21, 2005. As part of our
arrangement with Kemps and H. P. Hood, we initially agreed to move our
production to the H. P. Hood facility in Suffield, Connecticut. After some
preliminary trial production, we determined that the Suffield facility did not
satisfy all of our manufacturing requirements. Based on this conclusion, we
relocated the production of most of our frozen dessert products to the Ellsworth
Ice Cream Company facilities in New York and Vermont. We have also begun
production of some of our frozen dessert products at Kemps Foods' facility in
Minnesota as well. To date, we have not encountered any material problems in the
transfer of production to these new sites, which transfer was completed in
February 2006. We took steps to build inventory at our former facility prior to
its close to maintain our levels of sales service during this transition period,
and accordingly, our inventory levels were significantly higher than normal at
December 31, 2005.

         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 certain of their employees. All
of our employees, including officers, sign similar confidentiality agreements.
There can be no assurance that such confidentiality arrangements can or will be
maintained, or that our trade secrets, know-how and marketing ability cannot be
obtained by others, or that others do not now possess similar or even more
effective capabilities.

         KOF-K Kosher Supervision, or KOF-K, of Teaneck, New Jersey provides us
with our kosher certification service. Before KOF-K will permit its
certification, evidenced by its symbol, to be placed on a product, KOF-K must
approve both the ingredients contained in the product and the facility
processing the product. Approval of the manufacturing facilities we use include
periodic inspections, and in most cases, on-site supervision of actual
production. We believe that our ability to successfully market and distribute
our products is dependent upon our continued

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compliance with the requirements of rabbinical certification.  All TOFUTTI
products meet the requirements for certification as kosher-parve.

TRADEMARKS AND PATENTS

         We have registered our trademark, TOFUTTI(R), and other trademarks for
our frozen desserts and other products in the United States and approximately
thirty-six foreign countries. We believe our trademarks are an important means
of establishing consumer recognition for our products and we will vigorously
oppose any unauthorized use of our trademarks. We are not currently involved in
any trademark litigation.

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

GOVERNMENT REGULATION

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

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

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

         Food manufacturing facilities are subject to inspections by various
safety, health and environmental 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 the New Jersey Environmental Health
Services. We believe

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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.

         The FDA published the final rule amending the Nutritional Labeling
regulations to require declaration of "Trans Fatty Acids" in the nutritional
label of conventional foods and dietary supplements on July 11, 2003. The final
rule became effective on January 1, 2006. Additionally, an allergen labeling law
was passed and signed on August 3, 2004. This law requires certain allergens to
be clearly labeled by January 1, 2006. We have prepared all the necessary
packaging changes and anticipate that all new packaging to be used in the
production of our products in 2006 will have the required changes.

         New government laws and regulations may be introduced in the future
that could result in additional compliance costs, seizures, confiscations,
recalls or monetary fines, any of which could prevent or inhibit the
development, distribution and sale of our products. If we fail to comply with
applicable laws and regulations, we may be subject to civil remedies, including
fines, injunctions, recalls or seizures, as well as potential criminal
sanctions, which could have a material adverse effect on our business, results
of operations and financial condition.

EMPLOYEES

         On both December 31, 2005 and January 1, 2005, we employed nine persons
on a full-time basis. We consider our relations with our employees to be good.
We do not have any collective bargaining agreements with our employees.

RISK FACTORS

         Investing in our common stock involves a high degree of risk and
uncertainty. You should carefully consider the risks and uncertainties described
below before investing in our common stock. If any of the following risks
actually occurs, our business prospects, financial condition and results of
operations could be harmed. In that case, the value of our common stock could
decline, and you could lose all or part of your investment.

         Reliance on Independent Distributors. The success of our business
depends, in large part, upon the establishment and maintenance of a strong
distribution network. Although we believe that the business associated with any
of our primary distributors can be readily transferred to other distributors if
necessary, no assurance can be given that a change in distributors would not be
disruptive to our business, which could have a material adverse effect on our
business and results of operations.

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         Dependence on Key Suppliers. During the years ended December 31, 2005
and January 1, 2005, we purchased approximately 47% and 64% of our finished
goods, respectively, from Kemps Foods, our frozen dessert co-packer, and we
purchased 14% and 15% of our finished goods, respectively, from Franklin Foods,
our Better Than Cream Cheese and Sour Supreme co-packer. The reduction in the
percentage of finished goods purchased from Kemps Foods was a result of our
moving a large part of our production requirements to Ellsworth Ice Cream
Company during the year. During 2005, we purchased approximately 5% of our
finished goods from Ellsworth. We expect the percentage of finished goods
purchased from Ellsworth to increase and from Kemps to decrease during 2006. As
a result of these changes, we increased our responsibilities for purchasing
certain raw materials during 2005 on the behalf of our suppliers, and as a
result of the transition, we increased our stocking of certain finished goods.
We expect these inventories to return to more normal levels during 2006.
Although we believe that there will be no problem in continuing to obtain these
finished goods from these companies or alternative sources in the future, any
disruption in supply could have a material adverse affect on our company.

         Continuing Need to Introduce New Products. The successful introduction
of innovative products on a periodic basis has become increasingly important to
our sales growth. Accordingly, the future degree of market acceptance of any of
our new products, which may be accompanied by significant promotional
expenditures, is likely to have an important impact on our future financial
results.

         Competitive Environment. The frozen dessert and health food markets are
highly competitive. The ability to successfully introduce innovative products on
a periodic basis that are accepted by the marketplace is a significant
competitive factor. In addition, many of our principal competitors are large,
diversified companies with resources significantly greater than ours. We expect
strong competition to continue, including competition for adequate distribution
and competition for the limited shelf space for the frozen dessert category in
supermarkets and other retail food outlets.

         Dependence on Key Customers. During the years ended December 31, 2005
and January 1, 2005, Trader Joe's, a West Coast based health food supermarket
chain, accounted for 20% and 21% of our net sales, respectively. In addition, a
significant portion of our sales are to several key distributors, which are
large distribution companies with numerous divisions and subsidiaries who act
independently. Such distributors as a group accounted for 38% and 39% of our net
sales for the years ended December 31, 2005 and January 1, 2005. The loss of a
substantial portion of our sales to Trader Joe's would have a material adverse
affect on our company.

         Product Liability Suits, if Brought, Could Have a Material Adverse
Effect on Our Business. If a product liability claim exceeding our insurance
coverage were to be successfully asserted against us, it could harm our
business. We cannot assure you that such coverage will be sufficient to insure
against claims which may be brought against us, or that we will be able to
maintain such insurance or obtain additional insurance covering existing or new
products. As a marketer of food products, we are subject to the risk of claims
for product liability. We maintain general product liability and umbrella
insurance coverages and generally require that our co-packers

                                       12


<PAGE>


maintain product liability insurance with us as a co-insured. Similarly,
most of our customers require us to name them as additional insureds as well,
and in some cases we are required to sign hold harmless agreements.

         Our Operating Results Vary Quarterly and Seasonally. We have often
recognized a slightly greater portion of revenues in the second and third
quarter of the year and in the last month, or even weeks, of a quarter. Our
expense levels are substantially based on our expectations for future revenues
and are therefore relatively fixed in the short-term. If revenue levels fall
below expectations, our quarterly results are likely to be disproportionately
adversely affected because a proportionately smaller amount of our expenses vary
with our revenues. We expect to continue to experience slightly higher sales in
the second and third quarters, and slightly lower sales in the fourth and first
quarters, as a result of reduced sales of nondairy frozen desserts. Sales to our
major customers fluctuate widely from period to period and there is no way to
accurately predict that their sales pattern from one year will be repeated in
the corresponding period of the next fiscal year. Due to the foregoing factors,
in some future quarter our operating results may be below the expectations of
investors. In such event, it is likely that the price of our common stock would
be materially adversely affected.

         Reliance on a Limited Number of Key Personnel. Our success is
significantly dependent on the services of David Mintz (age 74), Chief Executive
Officer and Steven Kass (age 54), Chief Financial Officer. The loss of the
services of either of these persons could have a material adverse effect on our
business.

         Control of the Company. Our Chairman of the Board and Chief Executive
Officer, David Mintz, holds 2,630,440 shares of common stock representing
approximately 49% of the outstanding shares, permitting him as a practical
matter to elect all members of the Board of Directors and thereby effectively
control the business, policies and management of our company.

         We are Subject to Risks Associated with International Operations. In
2005 approximately 9% of our revenues were from international sales. Although we
continue to expand our international operations, we cannot be certain that we
will be able to maintain or increase international market demand for our
products. To the extent that we cannot do so in a timely manner, our business,
operating results and financial condition will be adversely affected.
International operations are subject to inherent risks, including the following:

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

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

          o    unexpected changes in regulatory requirements;

          o    potentially adverse tax consequences; and

          o    political and economic instability.

         We May Be Adversely Affected by Fluctuations in Currency Exchange
Rates. Since our foreign transactions are always in U.S. dollars, we do not
currently engage in any currency hedging transactions intended to reduce the
effect of fluctuations in foreign currency exchange

                                       13


<PAGE>


rates on our results of operations. Therefore, our future export sales could be
adversely affected by an increase in the value of the U.S. dollar, which could
increase the local currency price of our products. Although exposure to currency
fluctuations to date has not had a material adverse effect on our business,
there can be no assurance such fluctuations in the future will not have a
material adverse effect on revenues from international sales and, consequently,
our business, operating results and financial condition.

         Compliance with Changing Regulation of Corporate Governance and Public
Disclosure May Result in Additional Expenses. Changing laws, regulations and
standards relating to corporate governance and public disclosure, including the
Sarbanes-Oxley Act of 2002, new Securities and Exchange Commission regulations
and AMEX Stock Market rules, are creating uncertainty for companies such as
ours. We are committed to maintaining high standards of corporate governance and
public disclosure. As a result, we intend to invest such resources as necessary
to comply with evolving standards, and this investment may result in increased
general and administrative expenses and a diversion of management time and
attention from revenue-generating activities to compliance activities, which
could harm our operating results and business prospects.

         The Implementation of SFAS No. 123R, which will Require Us to Record
Compensation Expense in Connection with Equity Share Based Compensation as of
the First Quarter of 2006, may Reduce Our Profitability. On December 16, 2004,
the Financial Accounting Standards Board (FASB) issued Statement No. 123
(revised 2004), Share-Based Payment ("SFAS No. 123R"), which is a revision of
SFAS No. 123. Generally, the approach in SFAS 123(R) is similar to the approach
described in Statement 123. However, SFAS No. 123 permitted, but not required,
share-based payments to employees to be recognized based on their fair values
while SFAS No. 123(R) requires, as of the third quarter of 2005, all share-based
payments to employees to be recognized based on their fair values. SFAS No. 123R
also revises, clarifies and expands guidance in several areas, including
measuring fair value, classifying an award as equity or as a liability and
attributing compensation cost to reporting periods. The adoption of SFAS No.
123R may have a significant effect on our results of operations in the future,
depending on whether we issue stock options in the future. In addition, such
adoption could also limit our ability to use stock options as an incentive and
retention tool, which could, in turn, hurt our ability to recruit employees and
retain existing employees.

         Our Stock Price is Subject to Volatility. The market price of our
common stock has been subject to fluctuations in the past and may be subject to
wide fluctuations in the future in response to announcements concerning us or
our competitors, quarterly variations in operating results, the introduction of
new products or changes in product pricing policies by us or our competitors,
general market conditions in the industry, developments in the financial markets
and other factors.

         We Do Not Intend to Pay Cash Dividends. Our policy is to retain
earnings, if any, for use in our business and, for this reason, we do not intend
to pay cash dividends on our shares of common stock in the foreseeable future.

                                       14


<PAGE>

Item 2. Description of Property.

         Our facilities are located in a modern one-story facility in Cranford,
New Jersey. The 6,200 square foot facility houses our administrative offices, a
warehouse, walk-in freezer and refrigerator, and a product development
laboratory and test kitchen. Our lease agreement expired on July 1, 1999, but we
continue to occupy the premises under the terms of that agreement, subject to a
six month notification period for us and the landlord with respect to any
changes. In 2003 we completed renovations to our product development laboratory
and offices in the facility. We currently have no plans to enter into a
long-term lease agreement for the facility. Our rent expense was $74,000 in
2005. 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.

         No matters were submitted to a vote of security holders during the
final quarter of the 2005 fiscal year.


                                    PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

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

Quarter Ended                               High                 Low
-------------                             --------              -----
March 27, 2004.....................        $4.10                $2.91
June 26, 2004......................         4.27                 3.00
September 25, 2004.................         3.08                 2.84
January 1, 2005....................         3.54                 2.95
April 2, 2005......................         3.45                 3.05
July 2, 2005.......................         3.33                 3.10
October 1, 2005....................         3.35                 3.00
December 31, 2005..................         3.16                 2.90

         As of March 24, 2006, there were approximately 660 direct holders of
record of our common stock. Based upon the most recent census performed by our
stock transfer agent, brokerage houses and other financial institutions hold our
common stock for approximately an

                                       15


<PAGE>



additional 1,700 shareholders. We have not paid and have no present intention of
paying cash dividends on our common stock in the foreseeable future.

Item 6. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.

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

Critical Accounting Policies

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

         Revenue Recognition. We recognize revenue when goods are shipped from
our production facilities or outside warehouses and the following four criteria
have been met: (i) the product has been shipped and we have no significant
remaining obligations; (ii) persuasive evidence of an arrangement exists; (iii)
the price to the buyer is fixed or determinable; and (iv) collection is
probable. We record as deductions against sales all trade discounts and
allowances that occur in the ordinary course of business, when the sale occurs.
To the extent we charge our customers for freight expense, it is included in
revenues. The amount of freight expense charged to customers has not been
material to date.

         Accounts Receivable. The majority of our accounts receivables are due
from distributors (domestic and international) and retailers. Credit is extended
based on evaluation of a customers' financial condition and, generally,
collateral is not required. Accounts receivable are most often due within 30 to
90 days and are stated at amounts due from customers net of an allowance for
doubtful accounts. Accounts outstanding longer than the contractual payment
terms are considered past due. We determine whether an allowance is necessary by
considering a number of factors, including the length of time trade accounts
receivable are past due, our previous loss history, the customer's current
ability to pay its obligation, and the condition of the general economy and the
industry as a whole. We write-off accounts receivable when they become
uncollectible, and payments subsequently received on such receivables are
credited to the allowance for doubtful accounts. We do not accrue interest on
accounts receivable past due.

         Allowance for Inventory Obsolescence. We are required to state our
inventories at the lower of cost or market price. We maintain an allowance for
inventory obsolescence for losses

                                       16


<PAGE>


resulting from inventory items becoming unsaleable due to loss of specific
customers or changes in customers' requirements. Based on historical and
projected sales information, we believe our allowance is adequate. However,
changes in general economic, business and market conditions could cause our
customers' purchasing requirements to change. These changes could affect our
ability to sell our inventory; therefore, the allowance for inventory
obsolescence is reviewed regularly and changes to the allowance are updated as
new information is received.

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

Results of Operations

Fifty-Two Weeks Ended December 31, 2005
Compared with Fifty-Three Weeks Ended January 1, 2005
-----------------------------------------------------

         Net sales for the fifty-two weeks ended December 31, 2005 (fiscal 2005)
were $18,613,000, a decrease of $575,000, or 3%, from net sales for the
fifty-three weeks ended January 1, 2005 (fiscal 2004), which were $19,188,000.
We expect to reverse the decline in sales in our frozen dessert and food product
lines and in most customer categories in 2006.

         The decline in our sales during fiscal 2005 was caused by several
factors. Sales to several of our major customers were significantly lower than
in the corresponding period in fiscal 2004. Sales to our major customers
fluctuate widely from period to period and there is no way to accurately predict
that their sales pattern from one year will be repeated in the corresponding
period of the next fiscal year. During the third quarter and some of the fourth
quarter of fiscal 2005, our sales were negatively impacted due to the loss of
business in Florida and the southeastern United States as a result of problems
caused by the severe weather those areas experienced and attendant
infrastructure and transportation problems. In addition to the weather issues,
we experienced some instances where we were temporarily out of stock of certain
items when transferring our frozen dessert production to new facilities, which
also negatively affected our sales.

         Our gross profit in fiscal 2005 decreased by $376,000, or 7%, due
primarily to the decline in sales, an increase in freight costs and the
provision of approximately $200,000 in obsolete inventory, while our gross
profit percentage decreased slightly to 27% in fiscal 2005 as compared to 28% in
fiscal 2004. Our gross profit percentage was adversely affected by increasing
freight expenses, start-up manufacturing costs associated with our new products
and new manufacturing facilities and the increased cost of allowances associated
with the introduction of new products. During fiscal 2005, our freight out
expense was $1,263,000 as compared to $1,172,000 in fiscal 2004. We do not
anticipate a significant reduction in the cost of shipping expense as world oil
prices are near record highs and show no signs of abating in the foreseeable
future. Additionally, the entire frozen dessert industry was subject to
significant price increases to certain key ingredients and packaging, due mainly
to supply shortages as a

                                       17


<PAGE>


result of political events in certain foreign countries, the general economic
situation here in the United States and the cost of petroleum, from which a
number of our packaging items are produced. In order to improve our gross profit
percentage, we have initiated a series of price increases that will be completed
by the end of the second quarter of 2006. Although we anticipate that our gross
profit will increase due to increased unit sales and higher sales prices in
2006, our gross profit percentage will not improve materially due to
manufacturing start-up costs at our new frozen dessert facility and promotional
allowances associated with the planned introduction of new products. We also
expect ingredient costs for certain key items and packaging costs to continue at
their current high levels.

         Selling expenses increased by $120,000 to $1,273,000 for fiscal 2005
from $1,153,000 in fiscal 2004. This increase was caused primarily by a $40,000
increase in commissions and a $76,000 increase in outside warehouse rental,
which was partially offset by a decrease in entertainment expense of $17,000.
Even though our sales declined, our commission expense did not, because the
decline in sales occurred predominantly in our major accounts, for which we do
not pay commissions. The increase in outside warehouse rental expense was a
result of the build up of finished goods inventory during the transition to our
new principal frozen dessert manufacturing facilities to ensure adequate
supplies of products during the transition period. We anticipate that with the
exception of commission expenses and outside warehouse rental expense, which are
variable to sales, all other selling expenses in 2006 should remain relatively
consistent with our expenses in 2005.

         Marketing expenses increased by $106,000 in fiscal 2005 to $627,000 as
compared to $521,000 in fiscal 2004. This increase is primarily attributable to
a $43,000 increase in expenses for artwork and plates, a $60,000 increase in
magazine and newspaper advertising expense and a $34,000 increase in point of
sale material expense. The increase in artwork and plates expense was due to new
packaging design and the revision of existing packaging design to become
compliant with new FDA mandated guidelines in 2006. Magazine and newspaper
advertising expense increased as a result of our efforts to market our products
in new demographic areas. These increases were partially offset by decreases in
promotion expense of $28,000 and public relations expense of $7,000. We expect
marketing expenses to remain consistent with fiscal 2005 expenses or increase
modestly in fiscal 2006.

         Product development expenses decreased to $416,000 in fiscal 2005 as
compared to $477,000 in fiscal 2004. The decrease was due mainly to a decrease
in payroll costs of approximately $71,000, partially offset by an increase of
lab costs and supplies of $15,000. Our management expects that product
development costs will remain consistent with fiscal 2005 cost in fiscal 2006.

         General and administrative expenses were $2,057,000 for fiscal 2005 as
compared with $2,159,000 for fiscal 2004, a decrease of $102,000 or 5%. The
decrease was due primarily to a decrease of $215,000 in legal fees, which was
partially offset by an increase in payroll expense of $115,000. We anticipate
that increases in professional fees and outside services, which include legal
and accounting fees, will continue in fiscal 2006 primarily associated with the
costs required for us to become compliant with the internal controls provisions
of The Sarbanes-Oxley Act.

                                       18


<PAGE>


         Overall, total operating expenses in fiscal 2005 increased to
$4,373,000, an increase of $63,000, or 1%, from total operating expenses in
fiscal 2004.

         Operating income decreased by $439,000 to $607,000 in fiscal 2005 as
compared with $1,046,000 in fiscal 2004 as a result of increases in costs of
goods sold due primarily to the expected costs of the relocation of our frozen
dessert manufacturing facilities, increases in freight expense and the decline
in sales.

         Interest income was $9,000 for the fifty-two week period ended December
31, 2005 as compared with interest income of $5,000 for the fifty-three week
period ended January 1, 2005. The increase in interest income was primarily
attributable to the higher interest rates available for investment of our funds.
We anticipate that despite a consistent level of interest rates our interest
income will not improve because we will have less cash available for investment.

         Income taxes for the current fiscal period were $264,000, or 43% of
taxable income, compared to $444,000, or 42% of taxable income, in fiscal 2004.
We believe that our effective tax rate will continue to approximate our
historical tax rate of 40-43% during fiscal 2006.

Compliance with Section 404 of Sarbanes-Oxley Act

         Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the Act),
beginning with our Annual Report on Form 10-KSB for our 2007 fiscal year, we
will be required to furnish a report by our management on our internal control
over financial reporting. This report will contain, among other matters, an
assessment of the effectiveness of our internal control over financial reporting
as of the end of our fiscal year, including a statement as to whether or not our
internal control over financial reporting is effective. This assessment must
include disclosure of any material weaknesses in our internal control over
financial reporting identified by management. If we identify one or more
material weaknesses in our internal control over financial reporting, we will be
unable to assert our internal control over financial reporting is effective.
This report will also contain a statement that our independent registered public
accountants have issued an attestation report on management's assessment of such
internal controls and a conclusion on the operating effectiveness of those
controls.

         Management acknowledges its responsibility for internal controls over
financial reporting and seeks to continually improve those controls. In order to
achieve compliance with Section 404 of the Act within the prescribed period, we
will proceed with our performance of system and process documentation and the
evaluation needed to comply with Section 404, which is both costly and
challenging.

Liquidity and Capital Resources

         At December 31, 2005, our working capital was $3,673,000, an increase
of $56,000 from January 1, 2005. Our current and quick acid test ratios, both
measures of liquidity, were 2.3 and 1.3, respectively, at December 31, 2005
compared to 3.0 and 2.1 at January 1, 2005. At December 31, 2005, accounts
receivable increased by $1,029,000 to $2,643,000 from January 1, 2005,
reflecting a significant increase in sales in December 2005 and amounts billed
to our co-packers (at cost) for raw material products purchase on their behalf
of approximately $340,000.

                                       19


<PAGE>


The average number of days needed to collect our receivables in fiscal 2005 was
42 days as compared to 30 days in fiscal 2004. At December 31, 2005, inventories
increased to $2,045,000 compared to $792,000 in 2004. The increase in our
inventory, which has since declined, reflects the build up of products to have
available during the transition to our new production facilities, which was
completed in February 2006. Accounts payable increased by $1,172,000 to
$1,442,000 at December 31, 2005 from January 1, 2005, reflecting additional
purchases of ingredients and packaging to build up our inventory of products
during the transition to our new production facilities. Accrued expense
increased slightly by $58,000 to $479,000 at December 31, 2005 from January 1,
2005. Our negative cash flow from operations was $642,000 in fiscal 2005 as
compared to a positive cash flow of $674,000 in fiscal 2004. We used cash flows
of $301,000 and $1,033,000 in financing activities during fiscal years 2005 and
2004, respectively.

         Our Board of Directors first instituted a share repurchase program in
September 2000 which has to date authorized the repurchase of 1,500,000 shares
of our common stock at prevailing market prices. From September 2000 through
January 1, 2005, we purchased a total of 1,118,700 shares at a total cost of
$3,419,000 or $3.05 per share.

         From January 2, 2005 through December 31, 2005, we purchased an
additional 94,600 shares at a cost of $301,000, bringing the cumulative total
through December 31, 2005 to 1,213,300 shares for a total cost of $3,785,000 or
$3.12 per share. During the period January 1, 2006 through January 20, 2006, we
purchased an additional 128,800 shares at a cost of $386,000 bring cumulative
totals to 1,342,100 shares for a total cost of $4,171,000 or $3.11 per share.
There have been no additional stock purchases since January 20, 2006 through the
filing date of this report.

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

         Because we are now purchasing more of the ingredients and packaging
used in the production of our frozen dessert products and maintaining larger
finished goods inventories to improve customer service, we are in the process of
establishing a $1,000,000 line of credit with Wachovia Bank. Any money borrowed
under the line of credit will be at the prime rate of borrowing and any such
loans will be secured by the assets of our company. As of the date of this
report, the final documents have not been signed, but we anticipate doing so in
the near future. Although management believes that we will be able to fund our
operations during 2006 from current resources, there is no guarantee that we
will be able to do so.

Inflation and Seasonality

         We do not believe that our operating results have been materially
affected by inflation during the preceding two years. There can be no assurance,
however, that our operating results will not be affected by inflation in the
future. Our business is subject to minimal seasonal variations with slightly
increased sales historically in the second and third quarters of the fiscal

                                       20


<PAGE>


year. We expect to continue to experience slightly higher sales in the second
and third quarters, and slightly lower sales in the fourth and first quarters,
as a result of reduced sales of nondairy frozen desserts during those periods.

Market Risk

         We invest our excess cash, should there be any, in highly rated money
market funds which are subject to changes in short-term interest rates.

Off-Balance Sheet Arrangements

         None.

                                       21


<PAGE>



Item 7. Financial Statements.

                          Index to Financial Statements

Report of Independent Registered Public Accounting Firm.....................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

                                       22


<PAGE>



                 LETTERHEAD OF AMPER, POLITZINER & MATTIA, P.C.

                              REPORT OF INDEPENDENT
                        REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Tofutti Brands Inc.

We have audited the accompanying balance sheets of Tofutti Brands Inc. as of
December 31, 2005 and January 1, 2005, and the related statements of income,
changes in stockholders' equity and cash flows for the fifty-two weeks ended
December 31, 2005 and the fifty-three weeks ended January 1, 2005. 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 standards of the Public Accounting
Oversight Board (United States). Those standards require that we plan and
perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. 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 31, 2005 and January 1, 2005, and the results of its operations and its
cash flows for the fifty-two weeks ended December 31, 2005 and the fifty-three
weeks ended January 1, 2005, in conformity with United States generally accepted
accounting principles.


                                            /s/ Amper, Politziner & Mattia, P.C.
                                            AMPER, POLITZINER & MATTIA, P.C.


Edison, New Jersey
March 22, 2006

                                      F-1


<PAGE>




                               TOFUTTI BRANDS INC.
                                 BALANCE SHEETS
               (In thousands, except for share and per share data)
<TABLE>
<CAPTION>
                                                            December 31,     January 1,
                                                                2005            2005
                                                            ------------     ----------
<S>                                                           <C>            <C>
Assets
Current assets:

     Cash and equivalents                                     $1,256         $2,199
     Accounts receivable, net of allowance for doubtful
        accounts of $291 and $219, respectively                2,643          1,614
     Inventories                                               2,045            792
     Prepaid expenses                                             51             14
     Deferred income taxes                                       577            593
                                                              ------         ------
                Total current assets                           6,572          5,212
                                                               -----          -----

Fixed assets (net of accumulated amortization of
        $14 and $10)                                              34             38
Other assets                                                      16             16
                                                              ------         ------
                                                              $6,622         $5,266
                                                              ======         ======

Liabilities and Stockholders' Equity

Current liabilities:

     Accounts payable                                         $1,442         $  270
     Accrued expenses                                            479            421
     Accrued officers' compensation                              500            500
     Income taxes payable                                        478            403
                                                              ------         ------
                  Total current liabilities                    2,899          1,594
                                                              ------         ------

Commitment 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 5,542,267 shares at December 31,
         2005 and 5,636,867 shares at  January 1, 2005            55             56
     Additional paid-in capital                                   --            162
     Retained earnings                                         3,668          3,454
                                                              ------         ------
                 Total stockholders' equity                    3,723          3,672
                                                              ------         ------
                 Total liabilities and stockholders' equity   $6,622         $5,266
                                                              ======         ======
</TABLE>



                 See accompanying notes to financial statements.

                                       F-2


<PAGE>



                               TOFUTTI BRANDS INC.
                              STATEMENTS OF INCOME
                    (In thousands, except for per share data)

                                           Fifty-two weeks     Fifty-three weeks
                                                ended                ended
                                          December 31, 2005     January 1, 2005
                                          -----------------     ---------------

Net sales                                    $18,613               $19,188
Cost of sales                                 13,633                13,832
                                              ------                ------
          Gross profit                         4,980                 5,356
                                               -----                 -----

Operating expenses:

  Selling                                      1,273                 1,153
  Marketing                                      627                   521
  Product development costs                      416                   477
  General and administrative                   2,057                 2,159
                                               -----                 -----
                                               4,373                 4,310
                                               -----                 -----

Operating income                                 607                 1,046

Interest income                                    9                     5
                                               -----                 -----
Income before income taxes                       616                 1,051

Income taxes                                     264                   444
                                                 ---                   ---

Net income                                      $352                  $607
                                                ====                  ====

Weighted average common shares
  outstanding:

   Basic                                       5,604                 5,685
                                               =====                 =====
   Diluted                                     6,185                 6,263
                                               =====                 =====

Net income per share:
   Basic                                       $0.06                 $0.11
                                               =====                 =====
   Diluted                                     $0.06                 $0.10
                                               =====                 =====


                 See accompanying notes to financial statements.

                                       F-3


<PAGE>




                               TOFUTTI BRANDS INC.
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                      (In thousands, except for share data)
<TABLE>
<CAPTION>

                                         Common Stock             Treasury Stock        Additional                       Total
                                    --------------------       -------------------       Paid-In       Retained     Stockholders'
                                      Shares      Amount        Shares     Amount        Capital       Earnings        Equity
                                    ---------     ------       --------    -------      ----------    ---------     -------------
<S>                                 <C>           <C>          <C>           <C>          <C>            <C>             <C>
Balances, December 27, 2003         5,709,867     $   57             --     $   --       $1,193         $2,847          $4,097
Issuance of common stock upon
exercise of stock options             185,000          2             --         --          190             --             192
Purchase of treasury stock           (258,000)        --        258,000       (900)          --             --            (900)
Retirement of treasury stock               --         (3)      (258,000)       900         (897)            --              --
Purchase of options from officer           --         --             --         --         (324)            --            (324)
Net income for period ended
January 1, 2005                            --         --             --         --           --            607             607
                                    ---------     ------        -------     ------       ------         ------          ------
Balances, January 1, 2005           5,636,867         56             --         --          162          3,454           3,672
Purchase of treasury stock                 --         --         94,600       (301)          --             --            (301)
Retirement of treasury stock          (94,600)        (1)       (94,600)       301         (162)          (138)             --
Net income for period ended
December 31, 2005                          --         --             --         --           --            352             352
                                    ---------     ------        -------     ------       ------         ------          ------
Balances, December 31, 2005         5,542,267     $   55             --     $   --           --         $3,668           3,723
                                    =========     ======        =======     ======       ======         ======          ======
</TABLE>


                 See accompanying notes to financial statements.

                                       F-4


<PAGE>







                               TOFUTTI BRANDS INC.
                            STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                             Fifty-two     Fifty-three
                                                            weeks ended    weeks ended
                                                            December 31,    January 1,
                                                                2005           2005
                                                            -----------   ------------
<S>                                                          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                $   352       $   607
   Adjustments to reconcile net income to net
    cash flows provided by (used in) operating activities:
   Amortization                                                    4             5
   Provision for bad debts                                        72            70
   Deferred taxes                                                 16          (373)
   Change in assets and liabilities:
       Accounts receivable                                    (1,101)         (176)
       Inventories                                            (1,253)          (18)
       Prepaid expenses and income taxes                         (37)           41
       Accounts payable and accrued expenses                   1,230           220
       Income taxes payable                                       75           298
                                                             -------       -------
   Net cash flows provided by operating activities              (642)          674
                                                             -------       -------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from exercise of  stock options                       --           192
   Purchase of treasury stock                                   (301)         (900)
   Purchase of options from officer                               --          (324)
                                                             -------       -------
   Net cash flows used in financing activities                  (301)       (1,032)
                                                             -------       -------

NET CHANGE IN CASH AND EQUIVALENTS                              (943)         (358)

CASH AND EQUIVALENTS, AT BEGINNING OF PERIOD                   2,199         2,557
                                                             -------       -------
CASH AND EQUIVALENTS, AT END OF PERIOD                       $ 1,256       $ 2,199
                                                             =======       =======

SUPPLEMENTAL CASH FLOW INFORMATION:
   Income taxes paid                                         $   150       $   488
                                                             =======       =======
</TABLE>

                 See accompanying notes to financial statements.

                                      F-5


<PAGE>

                               TOFUTTI BRANDS INC.
                          NOTES TO FINANCIAL STATEMENTS
               (In thousands, except for share and per share data)

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

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

Fiscal Year - The Company operates on a fiscal year ending on the Saturday
closest to December 31. Fiscal years for the financial statements included
herein ended on December 31 2005, a fifty-two week fiscal year, and January 1,
2005, a fifty-three week fiscal year.

Estimates and Uncertainties - The preparation of the financial statements in
conformity with accounting principles generally accepted in the United States of
America 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. Significant estimates
include allowance for doubtful accounts, litigation accruals, sales promotion
accruals and inventory reserves. Actual results could differ from those
estimates.

Revenue Recognition - Revenue is recognized when goods are shipped from
production facilities or outside warehouses to customers. Revenue is recognized
when the following four criteria under Staff Accounting Bulletin No. 104 have
been met: the product has been shipped and the Company has no significant
remaining obligations; persuasive evidence of an arrangement exists; the price
to the buyer is fixed or determinable; and collection is probable. Deductions
from sales for promotional programs, manufacturers' charge-backs, co-operative
advertising programs and other programs are recorded as reductions of revenues
and are provided for at the time of initial sale of product. Freight charged to
customers is included in revenues, and has generally been insignificant.

Concentration of Credit/Sales Risk - Financial instruments that potentially
subject the Company to concentration of credit risk consist primarily of cash
and unsecured trade receivables. During the year, the Company's cash balance at
a financial institution exceeded the FDIC limit of $100,000. Management believes
that the financial institution is financially sound and, accordingly, minimal
credit risk exists.

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 31, 2005 is limited.

During the years ended December 31, 2005 and January 1, 2005, the Company
derived approximately 91% and 90% of its net sales domestically. The remaining
sales in both periods were exports to foreign countries. The Company had sales
to one customer representing 20% of net sales during fiscal 2005 and 21% of net
sales during fiscal 2004. In addition, a significant portion of the Company's
sales are to several key distributors, which are large distribution

                                      F-6


<PAGE>

                               TOFUTTI BRANDS INC.
                          NOTES TO FINANCIAL STATEMENTS
               (In thousands, except for share and per share data)

companies with numerous divisions and subsidiaries who act independently. Such
distributors as a group accounted for 38% and 39% of the Company's net sales for
the years ended December 31, 2005 and January 1, 2005. The accounts receivable
balance of one customer represented approximately 10% of total accounts
receivable at December 31, 2005.

Accounts Receivable - The majority of the Company's accounts receivables are due
from distributors (domestic and international) and retailers. Accounts
receivable also consist of approximately $340 due from our co-packers (at cost)
for raw material products purchased on their behalf at December 31, 2005. Credit
is extended based on evaluation of a customers' financial condition and,
generally, collateral is not required. Accounts receivable are most often due
within 30 to 90 days and are stated at amounts due from customers net of an
allowance for doubtful accounts. Accounts outstanding longer than the
contractual payment terms are considered past due. The Company determines its
allowance by considering a number of factors, including the length of time trade
accounts receivable are past due, the Company's previous loss history, the
customer's current ability to pay its obligation to the Company, and the
condition of the general economy and the industry as a whole. The Company
writes-off accounts receivable when they become uncollectible, and payments
subsequently received on such receivables are credited to the allowance for
doubtful accounts. The Company does not accrue interest on accounts receivable
past due.

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

Inventories - Inventories are stated at the lower of cost or market. Cost is
determined by the first-in, first-out method. Reserves for slow moving and
obsolete inventories are provided based on historical experience and product
demand. The Company periodically reviews inventories and establishes reserves
for obsolescence based on forecasted sales and market trend. Management feels
that risk beyond the established reserve is limited.

The Company purchased approximately 47% and 64% of its raw products from one
supplier and 14% and 15% of its finished goods from another supplier during the
periods ended December 31, 2005 and January 1, 2005, respectively.

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

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. A valuation allowance is recorded if
there is uncertainty as to the realization of deferred tax assets.

                                      F-7


<PAGE>

                               TOFUTTI BRANDS INC.
                          NOTES TO FINANCIAL STATEMENTS
               (In thousands, except for share and per share data)


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.

                                                       Fifty-two     Fifty-three
                                                          Weeks         Weeks
                                                          Ended         Ended
                                                      December 31,    January 1,
                                                          2005           2005
                                                      ------------   -----------

Net Income, numerator, basic and diluted computation    $  352         $  607
                                                        ======         ======

Weighted average shares - denominator basic
    computation                                          5,604          5,685
Effect of dilutive stock options                           581            578
                                                         -----         ------
Weighted average shares, as adjusted - denominator
    diluted computation                                  6,185          6,263
                                                         -----          -----
Net Income per share:

Basic                                                    $0.06          $0.11
                                                         =====          =====
Diluted                                                  $0.06          $0.10
                                                         =====          =====

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. In accordance with SFAS No. 123 (revised 2004) and SFAS No. 148,
"Share Based Payment," the Company will begin to recognize compensation expense
for stock options in the first quarter of 2006, if any such options are issued
and meet the specified criteria.

As required by Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation" (SFAS No. 123), the Company computes pro forma net
income and earnings per share as if the fair value method had been applied. The
pro forma net income and net income per share for the periods ended December 31,
2005 and January 1, 2005 would be substantially the same as the reported net
income for those periods.

Options for 10,000 shares of common stock were granted in fiscal 2005.

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.

                                      F-8


<PAGE>

                               TOFUTTI BRANDS INC.
                          NOTES TO FINANCIAL STATEMENTS
               (In thousands, except for share and per share data)

Cash and equivalents, accounts receivable, and accounts payable payable as of
December 31, 2005 and January 1, 2005 are stated at their carrying values. The
carrying amounts approximate fair value because of the short-term maturity of
those instruments.

Freight Costs - Freight costs to ship inventory to customers and to outside
warehouses amounted to $1,263 and $1,172 during the years ended December 31,
2005 and January 1, 2005, respectively. Such costs are included in costs of
goods sold.

Advertising Costs - The Company expenses advertising costs as they are incurred.
Advertising expenses amounted to $109 and $50 during the years ended December
31, 2005 and January 1, 2005, respectively.

Product Development Costs - Costs of new product development and product
redesign are charged to expense as incurred.

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

Recent Accounting Pronouncements - In February 2006, the Financial Accounting
Standards Board ("FASB") issued FASB Statement No. 155, "Accounting for Certain
Hybrid Financial Instruments - an amendment of FASB Statements No. 133 and 140"
("FAS 155"). FAS 155 amends FASB Statements No. 133, "Accounting for Derivative
Instruments and Hedging Activities," and No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities." FAS 155 was
issued to improve financial reporting by eliminating the exemption from applying
Statement 133 to interests in securitized financial assets so that similar
instruments are accounted for similarly regardless of the form of the
instruments. Providing a fair value measurement election also results in more
financial instruments being measured at what the FASB regards as the most
relevant attribute for financial instruments, fair value. FAS 155 is effective
for all financial instruments acquired or issued after the beginning of an
entity's first fiscal year that begins after September 15, 2006. At adoption,
any difference between the total carrying amount of the individual components of
the existing bifurcated hybrid financial instrument and the fair value of the
combined hybrid financial instrument should be recognized as a cumulative-effect
adjustment to beginning retained earnings. We do not expect the adoption of FAS
155 to have a material impact on our financial condition or results of
operations.

In May 2005, the Financial Accounting Standards Board ("FASB") issued Statement
154, "Accounting Changes and Error Corrections--a replacement of APB Opinion No.
20 and FASB Statement No. 3," or FAS 154. FAS 154 changes the accounting for and
reporting of a change in accounting principle. The provisions of FAS 154
require, unless impracticable, retrospective application to prior periods'
financial statements of (1) all voluntary changes in accounting principles and
(2) changes required by a new accounting pronouncement, if a specific transition
is not provided. FAS 154 also requires that a change in depreciation,
amortization, or depletion method for long-lived, non-financial assets be
accounted for as a change in accounting estimate,

                                      F-9


<PAGE>

                               TOFUTTI BRANDS INC.
                          NOTES TO FINANCIAL STATEMENTS
               (In thousands, except for share and per share data)

which requires prospective application of the new method. FAS 154 is effective
for all accounting changes made in fiscal years beginning after December 15,
2005.

On December 16, 2004, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 123(R), "Share-Based Payment," which is a revision of SFAS No. 123 and
supersedes APB Opinion 25. SFAS No. 123(R) requires all share-based payments to
employees, including grants of employee stock options, to be valued at fair
value on the date of grant, and to be expensed over the applicable vesting
period. Pro forma disclosure of the income statement effects of share-based
payments is no longer an alternative. SFAS No. 123(R) is effective for all
stock-based awards granted on or after July 1, 2005. In addition, companies must
also recognize compensation expense related to any awards that are not fully
vested as of the effective date. Compensation expense for the unvested awards
will be measured based on the fair value of the awards previously calculated in
developing the pro forma disclosures in accordance with the provisions of SFAS
No. 123.

The Company plans to adopt SFAS No. 123(R) in the first quarter of fiscal 2006.
Although we have not completed our calculations of the impact of SFAS 123(R) on
our financial position, we do not believe that its adoption will materially
impact our financial position since we no longer grant any employee stock
options and our grants under our Non-Employee Directors' Stock Option Plan are
limited to 100,000 shares of common stock.

On December 16, 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets," which is an amendment to APB Opinion No. 29. It states that the
exchanges of nonmonetary assets should be measured based on the fair value of
the assets exchanged. Management does not believe the adoption of this Statement
will not have an effect on the financial statements.

On November 24, 2004, FASB issued SFAS No. 151, "Inventory Costs," which is an
amendment to ARB No. 43, Chapter 4. It clarifies the accounting for abnormal
amounts of idle facility expense, freight, handling costs, and wasted material
(spoilage). The FASB states that these costs should be expensed as incurred and
not included in overhead. Further, SFAS No. 151 requires that allocation of
fixed production overheads to conversion costs should be based on normal
capacity of the production facilities. SFAS No. 151 is effective for inventory
costs incurred during fiscal years beginning after June 15, 2005. Management
does not believe the adoption of this Statement will have an adverse effect on
the financial statements.

NOTE 2:  INVENTORIES

Inventories consist of the following:

                                                 December 31,       January 1,
                                                     2005              2005
                                                 ------------       ----------
Finished products                                   $1,258             $550
Raw materials and packaging                            787              242
                                                    ------             ----
                                                    $2,045             $792
                                                    ======             ====


                                      F-10


<PAGE>

                               TOFUTTI BRANDS INC.
                          NOTES TO FINANCIAL STATEMENTS
               (In thousands, except for share and per share data)

NOTE 3:  STOCK OPTIONS

The 1993 Stock Option Plan (the "1993 Plan") provides for the grant 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 grant of non-qualified
stock options to key employees and consultants. No grants have been made under
the 1993 Plan since 2003. A total of 2,900,000 shares were reserved for issuance
under the 1993 Plan. At December 31, 2005, 855,000 shares were subject to
outstanding options; and no additional grants may be made under the plan.

The Company's shareholders adopted the 2004 Non-Employee Directors' Stock Option
Plan (the "2004 Directors' Plan") on June 3, 2004. The purpose and intent of the
2004 Directors' Plan is to attract and retain the best available individuals as
non-employee directors of the Company, to provide additional incentive to
non-employee directors to continue to serve as directors and to encourage their
continued service on the Board. All options granted under 2004 Directors' Plan
are "nonstatutory stock options." The maximum aggregate number of shares of
common stock which may be issued under the 2004 Directors' Plan is 100,000
shares.

The following is a summary of stock option activity from December 27, 2003 to
December 31, 2005:

<TABLE>
<CAPTION>
                                             INCENTIVE OPTIONS             NON-QUALIFIED OPTIONS
                                         -------------------------        ------------------------
                                                         Weighted                        Weighted
                                                          Average                         Average
                                                         Exercise                        Exercise
                                           Shares        Price ($)         Shares        Price ($)
                                         ---------       ---------        --------       ---------
<S>                                      <C>                <C>           <C>               <C>
Outstanding and exercisable at
December 27, 2003                        1,231,000          0.96           79,000           1.27
Granted in 2004                                 --            --           20,000           3.15
Exercised in 2004                         (126,000)         1.03          (59,000)          1.06
Purchased and retired in 2004             (300,000)         1.17               --             --
                                         ---------          ----          -------           ----
Outstanding at January 1, 2005             805,000          0.90           40,000           2.53
                                          ========          ====          =======           ====
Exercisable at January 1, 2005             805,000            --           26,667
Granted in 2005                                 --            --           10,000           3.14
                                          --------                        -------
Outstanding at December 31, 2005           805,000          0.90           50,000           2.65
                                          ========          ----          =======           ----
Exercisable at December 31, 2005           805,000            --           36,777             --
                                          ========          ====          =======           ====

</TABLE>


In 2004, 20,000 non-qualified stock options were granted to a non-employee
director with a fair value at grant date of $3.04, using the following
assumptions: Dividend rate = 0%, expected life = 5, risk free interest = 3.89%
and volatility = 26%. In 2005, 10,000 non-qualified stock options were granted
to a non-employee director with a fair value at grant date of $3.60, using the

                                      F-11


<PAGE>

                               TOFUTTI BRANDS INC.
                          NOTES TO FINANCIAL STATEMENTS
               (In thousands, except for share and per share data)

following assumptions: Dividend rate = 0%, expected life = 5, risk free interest
= 3.89% and volatility = 28%.

The following table summarizes information about stock options outstanding at
December 31, 2005:



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

$0.6875--0.9375     395,000            1.3              $0.73          395,000
    $1.0625         410,000            3.3              $1.0625        410,000
     $1.90           20,000            1.4              $1.90           20,000
     $3.15           20,000            3.6              $3.15            6,667
     $3.14           10,000            4.1              $3.14           10,000
                     ------                                            -------
                    855,000                                            841,667
                    =======                                            =======

NOTE 4:  LEASES

The Company's facilities are located in a modern one-story facility in Cranford,
New Jersey. The 6,200 square foot facility houses its administrative offices, a
warehouse, walk-in freezer and refrigerator, and a product development
laboratory and test kitchen. The Company's lease agreement expired on July 1,
1999, but it continues to occupy the premises under the terms of that agreement,
subject to a six month notification period for the landlord or for the Company
with respect to any changes. The Company currently has no plans to enter into a
long-term lease agreement for the facility. Rent expense was $74 in 2005 and $74
in 2004. The Company's management believes that the Cranford facility will
continue to satisfy its space requirements for the foreseeable future and that
if necessary, such space can be replaced without a significant impact to the
business.

                                      F-12


<PAGE>

                               TOFUTTI BRANDS INC.
                          NOTES TO FINANCIAL STATEMENTS
               (In thousands, except for share and per share data)

NOTE 5:  INCOME TAXES

The components of income tax expense (benefit) for the years ended December 31,
2005 and January 1, 2005 are as follows:

                                                      Dec. 31,         Jan. 1,
                                                        2005            2005
                                                      --------        --------
         Current:
                    Federal                             $193             $624
                    State                                 55              192
                                                         ---              ---
                                                         248              495
                                                         ---              ---
         Deferred:
                    Federal                               14             (316)
                    State                                  2              (56)
                                                         ---              ---
                                                          16             (372)
                                                         ---             ----
         Total income tax expense                       $264             $444
                                                        ====             ====

Deferred tax asset at December 31, 2005 and January 1, 2005 consist of the
following components:

                                                        Dec. 31,         Jan. 1,
                                                          2005            2005
                                                        --------         -------
         Allowance for doubtful accounts                  $116            $ 87
         Inventory                                         261             154
         Accruals and reserves                             200             352
                                                           ---             ---
         Deferred tax asset                               $577            $593
                                                          ====            ====


A reconciliation between the expected federal tax expense at the statutory tax
rate of 34% and the Company's actual tax expense for the years ended December
31, 2005 and January 1, 2005 follows:

                                                           Dec. 31,      Jan. 1,
                                                             2005         2005
                                                           --------      -------
Income tax expense computed at federal statutory rate         $209         $357
Permanent and other items                                       19           13
State income taxes, net of federal income tax benefit           36           74
                                                              ----           --
                                                              $264         $444
                                                              ====         ====

                                      F-13


<PAGE>

                               TOFUTTI BRANDS INC.
                          NOTES TO FINANCIAL STATEMENTS
               (In thousands, except for share and per share data)


NOTE 7:  RELATED PARTY TRANSACTIONS

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

The law firm of Snitow Kanfer Holtzer & Millus, LLP, of which a director of the
Company, Franklyn Snitow, is a partner, represented the Company in its legal
action against a candy manufacturer. During the fiscal years ended December 31,
2005 and January 1, 2005, the Company paid $98 and $47, respectively in legal
fees to Snitow Kanfer Holtzer & Millus, LLP. The firm is not currently involved
in any legal matters on behalf of the Company.

                                      F-14


<PAGE>


Item 8.  Changes In  and Disagreements With Accountants on Accounting and
         Financial Disclosure.

         None.

Item 8A. Controls and Procedures.

         Our management, including our chief executive officer and chief
financial officer, evaluated the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the
period covered by this annual report on Form 10-KSB. Based upon that evaluation,
our chief executive officer and chief financial officer have concluded that, as
of such date, our disclosure controls and procedures were effective to ensure
that information required to be disclosed by our company in reports that we file
under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms and that such information was made known
to them by others within the company, as appropriate to allow timely decisions
regarding required disclosure.

         There were no changes to our internal control over financial reporting
that occurred during the period covered by this annual report on Form 10-KSB
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

         All internal control systems no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective may not
prevent or detect misstatements and can provide only reasonable assurance with
respect to financial statement preparation and presentation. 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.

Compliance with Section 404 of Sarbanes-Oxley Act

         Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the Act),
beginning with our Annual Report on Form 10-KSB for our 2007 fiscal year, we
will be required to furnish a report by our management on our internal control
over financial reporting. This report will contain, among other matters, an
assessment of the effectiveness of our internal control over financial reporting
as of the end of our fiscal year, including a statement as to whether or not our
internal control over financial reporting is effective. This assessment must
include disclosure of any material weaknesses in our internal control over
financial reporting identified by management. If we identify one or more
material weaknesses in our internal control over financial reporting, we will be
unable to assert our internal control over financial reporting is effective.
This report will also contain a statement that our independent registered public
accountants have issued an attestation report on management's assessment of such
internal controls and a conclusion on the operating effectiveness of those
controls.

                                       23


<PAGE>





         Management acknowledges its responsibility for internal controls over
financial reporting and seeks to continually improve those controls. In order to
achieve compliance with Section 404 of the Act within the prescribed period, we
will shortly commence performing the system and process documentation and
evaluation needed to comply with Section 404, which is both costly and
challenging.

Item 8B. Other Information.

         None.


                                    PART III

Item 9.  Directors, 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.........   74       Chairman of the Board of Directors, Chief
                                Executive Officer
Steven Kass.........   54       Chief Financial Officer, Secretary and Treasurer
Joseph Fischer......   66       Director
Aaron Forem ........   51       Director
Reuben Rapoport.....   76       Director
Franklyn Snitow.....   59       Director


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

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

         Joseph Fischer was appointed to our Board of Directors in March 2004.
He has been the principal in FMM Investments, which manages private portfolios,
since 1992. Prior to that and since 1982, Mr. Fischer was the Controller of the
Swingline Division of American Brands Inc.

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

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

                                       24


<PAGE>


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

         Jeremy Wiesen resigned from our Board of Directors effective June 9,
2005.

         All directors hold office until the next Annual Meeting of Stockholders
and until their successors have been elected and qualified. Officers serve at
the pleasure of the Board of Directors All of the executive officers devote
their full time to our operations.

Employment Agreements

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

Family Relationships

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

Involvement in Legal Proceedings

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

Audit Committee Financial Expert

         The Audit Committee of the Board of Directors is comprised of Mr.
Fischer, who serves as chairman and Mr. Forem. A third member of the Audit
Committee, Mr. Jeremy Wiesen, served until his resignation from the Board of
Directors in June 2005. We expect to elect a replacement for Mr. Wiesen at our
next Annual Meeting. The Board of Directors has determined that all of the Audit
Committee members are independent, as that term is defined under the enhanced
independence standards for audit committee members in the Securities and
Exchange Act of 1934.

 The Board of Directors has also determined that Joseph Fischer is an Audit
Committee Financial Expert as that term is defined in rules issued pursuant to
the Sarbanes-Oxley Act of 2002.

                                       25


<PAGE>

Section 16(a) Beneficial Ownership Compliance

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

         To our knowledge, based solely on our review of the copies of such
forms received by us, or written representations from certain reporting persons
that no additional forms were required for those persons, we believe that during
fiscal 2005 all persons subject to these reporting requirements filed the
required reports on a timely basis.

Code of Ethics

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

Item 10. Executive Compensation.

         The following table sets forth information concerning the total
compensation during the last three fiscal years for our executive officers whose
total salary in fiscal 2005 totaled $100,000 or more:

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

                                                   Annual           Long-Term
                                                Compensation      Compensation
                                                ------------      ------------
                                                                   Securities
                                                                   Underlying
Name and Principal Position        Year          Salary ($)        Options (#)
---------------------------        ----          ----------        -----------
David Mintz,                       2005          $800,000(1)           --
Chief Executive Officer            2004                                --
  and Chairman of the Board        2003           656,000(2)           --
                                                  603,000(3)

Steven Kass,                       2005          $275,000(1)           --
Chief Financial Officer,           2004           277,000(2)           --
  Secretary and Treasurer          2003           275,000(3)           --

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



                                       26


<PAGE>


(1)     Includes bonuses of $350,000 and $150,000 for Messrs. Mintz and Kass,
        respectively, accrued at year end and paid on or about April 3, 2006.

(2)     Includes bonuses of $350,000 and $150,000 for Messrs. Mintz and Kass,
        respectively, accrued at year end and paid on or about April 1, 2005.

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

         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 January 27, 2005, our Board of Directors, based on the
recommendation of the Compensation Committee, adopted a resolution increasing
David Mintz's salary by $150,000 to $450,000 effective as of January 2, 2005.

         Mr. Snitow and Mr. Forem did not receive any cash remuneration for
their services as directors in the last three years. Mr. Fischer did not receive
any cash remuneration for his service as a director in 2004 and received $3,500
in 2005. Mr. Wiesen, who resigned from the Board of Directors in June 2005,
earned $1,000, $0 and $3,500 in 2003, 2004 and 2005, respectively, for his
services as director.

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 2005 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
                                                                          Underlying                    Unexercised
                                  Shares                              Unexercised Options at         in the Money Options
                                  Acquired on      Value                      FY-End                       at FY-End
Name                              Exercise (#)     Realized ($)     Exercisable/Unexercisable     Exercisable/Unexercisable
----                              ------------     ------------     -------------------------     -------------------------
<S>                                     <C>             <C>                  <C>                        <C>
David Mintz,                            --              $ --                    --                              --
Chief Executive Officer
  and Chairman of the Board

Steven Kass,                            --                --                 795,000(E)                 $1,877,000(E)(1)
  Chief Financial Officer,
  Secretary and Treasurer

</TABLE>
-----------------------
(E)     Exercisable options
(1)     Calculated by subtracting option exercise price from year-end market
        price of $3.14 per share.



                                       27


<PAGE>




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

         The following table sets forth as of March 24, 2006 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               Percent of
Name                                  Beneficial Ownership(1)       Class(2)
----                                  -----------------------       ----------
David Mintz......................          2,630,440                   48.6%
Steven Kass......................            795,000(3)                12.8%
Financial & Investment Management
   Group, Ltd. ..................            498,835(4)                 9.2%
Reuben Rapoport..................             85,000                    1.5%
Franklyn Snitow..................             24,000                    *
Aaron Forem......................             20,000(5)                 *
Joseph Fischer...................              6,667(6)                 *
All Executive Officers and
   Directors as a group
   (6 persons)...................          3,561,107(7)                57.1%

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

*        Less than 1%.

         The address of Messrs. Mintz, Kass, Fischer 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. Forem is 52-62 Cornelia Street, Newark, New Jersey
         07105.  Each of these persons has sole voting and/or investment power
         of the shares attributed to him.

(1)       Beneficial ownership is determined in accordance with the rules of the
          Securities and Exchange Commission and generally includes voting or
          investment power with respect to securities. Shares of common stock
          relating to options currently exercisable or exercisable within 60
          days of March 24, 2006 are deemed outstanding for computing the
          percentage of the person holding such securities but are not deemed
          outstanding for computing the percentage of any other person. Except
          as indicated by footnote, and subject to community property laws where
          applicable, the persons named in the table above have sole voting and
          investment power with respect to all shares shown as beneficially
          owned by them.

(2)       Based on 5,413,867 shares issued and outstanding as of March 24, 2006.

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

                                       28


<PAGE>

(4)      Based on the information contained in a Schedule 13G filed by the
         Financial & Investment Management Group, Ltd. filed February 9, 2006.
         The address of the Financial & Investment Management Group, Ltd. is 111
         Cass Street, Traverse City, MI 49684.

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

(6)      Includes 6,667 shares issuable upon the exercise of currently
         exercisable stock options.

(7)      Includes 821,667 shares issuable upon the exercise of currently
         exercisable stock options.

Item 12. Certain Relationships and Related Transactions.

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

         The law firm of Snitow Kanfer Holtzer & Millus, LLP, of which one of
directors, Franklyn Snitow, is a partner, represented us in our legal action
against a candy manufacturer. During the fiscal years ended December 31, 2005
and January 1, 2005, we paid $98,000 and $47,000, respectively, in legal fees to
Snitow Kanfer Holtzer & Millus, LLP.

Item 13. Exhibits.

3.1*         Certificate of Incorporation.

3.1.1**      March 1986 Amendment to Certificate of Incorporation.

3.1.2        June 1993 Amendment to Certificate of Incorporation.

3.2*         By-laws of Registrant.

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

4.2****      Tofutti Brands Inc. 2004 Non-Employee Directors' Stock Option Plan.

23.1         Consent of Amper, Politziner & Mattia, P.C.

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

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

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




                                       29


<PAGE>

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

-----------

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

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

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

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


Item 14. Principal Accountant Fees and Services.

Fees Paid to Independent Public Accountants

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

<TABLE>
<CAPTION>
                                                                    Year Ended
                                        -----------------------------------------------------------------
                                                 December 31,                        January 1,
                                                    2005                               2005
                                        ------------------------------     ------------------------------
              Services Rendered            Fees            Percentages        Fees            Percentages
        --------------------------      ---------          -----------     ---------          -----------
        <S>                              <C>                  <C>           <C>                   <C>
        Audit (1).................       $66,000              100%          $33,000               100%
        Audit-related.............            --               --                --                --
        Tax.......................            --               --                --                --
        Other.....................            --               --                --                --
                                         -------              ---           -------               ---
        Total ....................       $66,000              100%          $33,000               100%
                                         =======              ===           =======               ===
</TABLE>
--------------

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

                                       30


<PAGE>



Pre-Approval Policies and Procedures

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

                                       31


<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 amended Report to be
signed on its behalf by the undersigned, thereunto duly authorized on March 31,
2006.

                                            TOFUTTI BRANDS INC.
                                                (Registrant)


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





                                       32


<PAGE>


         In accordance with the Securities Exchange Act of 1934, this amended
Report has been signed below on March 31, 2006, 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/Aaron Forem
--------------
Aaron Forem
Director


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



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


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



                                       33

<PAGE>

                                  EXHIBIT INDEX

Exhibit
-------

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

3.1.1**     March 1986 Amendment to Certificate of Incorporation.

3.1.2       June 1993 Amendment to Certificate of Incorporation.

3.2*        By-laws of the Registrant.

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

4.2****     Tofutti Brands Inc. 2004 Non Employee Directors' Stock Option Plan.

23.1        Consent of Amper, Politziner & Mattia, P. C.

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

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

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

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

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

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

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

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

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