SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 10-KSB

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

                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 28, 2002

                         Commission File Number: 1-9009

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

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

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

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

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

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

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

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

                             Yes  x  No ___

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

Issuer's revenues for its most recent fiscal year: $17,542,000

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 26, 2003 was $7,069,000.

As of March 26, 2003, the Registrant had 5,885,567 shares of Common Stock, par
value $.01, outstanding.

Transitional Small Business Disclosure Format      Yes ___ No    x.




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                                     PART I

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

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

Item 1. Description of Business.

GENERAL

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

        During 2002, we introduced several new products. Following up on the
successful introduction of our mint chocolate chip Cutie(R) in 2001, we
introduced a mint chocolate chip pint as part of our premium pint line. We also
introduced a new fat-free, no sugar added stick novelty called Coffee Break
Treats, which complements our Chocolate Fudge Treats. We also expanded our
Better Than Cream Cheese(R) line with three new flavors - Creamed Spinach,
Broccoli Cheddar, and Chocolate.

        We were organized under the laws of the State of New York in 1981 and
became a Delaware corporation in 1984. Our registered office and principal
executive offices are located at 50 Jackson Drive, Cranford, New Jersey 07016,
our telephone number is 908-272-2400 and our email address is
tofuttibrands@aol.com. Our address on the Internet is www.tofutti.com. The
information on our website is not incorporated by reference into this annual
report.

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STRATEGY

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

TOFUTTI PRODUCT LINE

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

Frozen Desserts
---------------

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

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

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

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

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    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.

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

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

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

    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. They are available in select supermarkets.

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

Nondairy Cheese Products
------------------------

    o   BETTER THAN CREAM CHEESE(R) is similar in taste and texture to
        traditional cream cheese, but is milk and butterfat free and contains no
        cholesterol. It is as versatile as real cream cheese, whether spread on
        a bagel or used in any favorite recipe. The 8 oz. retail packages are
        available in Plain, French Onion, Herbs & Chives, Wild Berry, Smoked
        Salmon, Cheddar, Garlic & Herb, Garden Veggie. Creamed Spinach, Broccoli
        Cheddar, and Chocolate. 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   TOFUTTI LOW FAT BETTER THAN CREAM CHEESE(R) has half the fat and
        calories of the original BETTER THAN CREAM CHEESE, but with the same
        great taste. It is available in Plain and Herb & Chive flavors.

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    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   TOFUTTI SPREADS, similar in taste and consistency to BETTER THAN CREAM
        CHEESE, can be used with many snack items, such as crackers and chips.
        Sold nationally in most health food stores, TOFUTTI SPREADS are
        available in three flavors: Chocolate, Creamed Spinach, and Broccoli
        Cheddar.

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

    Other Food Products
    -------------------

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

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

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

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

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

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

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

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

MARKETING AND DISTRIBUTION

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

        Until May 30, 2001, the Mattus Ice Cream Company distributed our
nondairy frozen dessert products to supermarket accounts in the metropolitan New
York area. After that date, Nestle Ice Cream USA, a subsidiary of Nestle, became
our New York metropolitan area distributor, as well our distributor in the
Southern New Jersey-Philadelphia area, Maryland, Delaware and Northern Virginia.
Nestle Ice Cream USA, formerly known as Haagen Dazs, has also been our
distributor of frozen desserts in the Southeastern United States for the last
twelve years. Total sales to Mattus and Nestle in the New York metropolitan area
were $1,102,000 or 6% of sales in 2002 as compared to $1,253,000 or 8% of sales
in 2001. This decline in sales is because certain supermarket chains in New York
have chosen to purchase Tofutti products from distributors other than Nestle. We
currently sell our frozen dessert products in most major markets in the United
States, including Atlanta, Baltimore, Boston, Charlotte, Chicago, Cincinnati,
Cleveland, Denver, Detroit, Los Angeles, Miami, Milwaukee, Minneapolis, New
York, Orlando, Philadelphia, Phoenix, Richmond, San Francisco, Seattle and
Tampa.

        We distribute our products through twenty-six distributors in the
national health food market. Our sales to health food distributors in 2002 were
$9,112,000 or 52% compared to $8,007,000 or 49% of sales in 2001. In 2002, sales
to Trader Joe's, a West Coast based health food supermarket chain, were
$3,647,000 or 21% of sales as compared to $2,875,000 or 17% of sales in 2001.
Overall, West Coast sales were $4,854,000 or 28% of our sales in 2002, as
compared to $4,019,000 or 25% of sales in 2001. Our sales in Florida increased
to $1,899,000 or 11% of sales in 2002 compared to $1,824,000 or 11% of sales in
2001. Total sales in the Midwest increased to $1,666,000 or 9% of sales in 2002
as compared to $1,400,000 or 9% of

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sales in 2001, while sales in New England, another important market for us,
increased to $2,243,000 or 13% of sales an compared to sales of $1,853,000 or
11% in 2001. We continue to have a strong presence in the kosher market, with
sales of $1,196,000 or 7% of sales in 2002, as compared with sales of $1,040,000
or 6% of sales in 2001. During 2002, our sales to food service accounts
increased to $1,543,000 or 9% of sales, as compared with sales of $1,117,000 or
7% of sales in 2001.

        During 2002, we shipped TOFUTTI nondairy products to distributors in
Australia, Belgium, Bermuda, Canada, England, France, Germany, Israel, Jamaica,
Kuwait, Mexico, the Netherlands, Panama, Portugal, Spain, Sweden and the United
Arab Emirates. Sales to foreign distributors increased to $1,840,000 or 11% of
sales in 2002, as compared to $1,384,000 or 9% of sales in 2001. We conduct all
of our foreign business in U.S. dollars. Therefore, our future export sales
could be adversely affected by an increase in the value of the U.S. dollar,
which could increase the local currency price of our products.

        We expect the favorable sales trend in the preceding sales categories to
continue in 2003.

COMPETITION

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

RESEARCH AND DEVELOPMENT

        During the last two years, David Mintz, Chief Executive Officer, and
Reuben Rapoport, Director of Product Development, have devoted substantial time
and effort to the development of new products and the reformulation of our
current products. In 2002 and 2001, our research and development expenses were
$437,000 and $483,000, respectively. These amounts do not include any portion of
Mr. Mintz's salary.

PRODUCTION

        All of our products are manufactured by co-packers to whom we supply
certain key ingredients for the manufacturing processes. We currently utilize
eleven co-packers, including one in the United Kingdom, a decrease from 14
co-packers in the previous year. This decrease is a result of consolidation and
the discontinuation of some products. Our co-packers manufacture and package our
products and, in certain instances, warehouse such products pending shipment.
For certain key product categories, such as nondairy frozen desserts and
nondairy cheeses, we have more than one co-packer.

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

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

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

TRADEMARKS AND PATENTS

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

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

GOVERNMENT REGULATION

        Companies engaged in the manufacture, packaging and distribution of food
items are subject to extensive regulation by various government agencies which,
pursuant to statutes, rules, and regulations, prescribe quality, purity,
manufacturing and labeling requirements. Food 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.

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

        Food manufacturing facilities are subject to inspections by various
regulatory authorities. A finding of a failure to comply with one or more
regulatory requirements can result in the imposition of sanctions including the
closing of all or a portion of a company's facilities, subject to a period
during which the company can remedy the alleged violations. Our Cranford, New
Jersey facility is subject to inspection by the New Jersey-Kosher Enforcement
Bureau and Environmental Health Services. We believe that we and our
distributors and co-packers are in compliance in all material respects with
governmental regulations regarding our current products and have obtained the
material governmental permits, licenses, qualifications and approvals required
for our operations. Our compliance with Federal, state and local environmental
laws has not materially affected us either economically or in the manner in
which we conduct our business. However, there can be no assurance that our
company, our distributors and our co-packers will be able to comply with such
laws and regulations in the future or that new governmental laws and regulations
will not be introduced that could prevent or temporarily inhibit the
development, distribution and sale of our products to consumers.

EMPLOYEES

        On December 28, 2002 and December 29, 2001, we employed eleven persons
on a full-time basis. We consider our relations with our employees to be good.

RISK FACTORS

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

        Dependence on Independent Distributors. Historically, we have been
dependent on maintaining satisfactory relationships with our various health food
distributors, Nestle Ice Cream USA, our frozen dessert distributor in the
metropolitan New York area, the Southern New Jersey-Philadelphia area, Maryland,
Delaware and Northern Virginia, and the Southeast, and other independent
distributors that have acted as our distributors. Our health food distributors
accounted for 52% of our sales in 2002. While we believe that our relationships
with our distributors have been satisfactory and have been instrumental in our
growth, we have at times experienced difficulty in maintaining such
relationships to our satisfaction. Nestle, the parent of Nestle Ice Cream USA is
currently attempting to effect a merger with Dreyer's Grand Ice Cream, Inc., the
largest distributor of frozen desserts in the United States. On March 4, 2003,
the federal government moved to block the proposed merger. Nestle and Dreyer's
are currently in

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negotiations with the federal government to resolve the Federal Trade
Commission's objections to the proposed merger. We are unable to assess what
impact, if any, such combination would have on the distribution of our frozen
desserts. Since available distribution alternatives are limited, there can be no
assurance that difficulties in maintaining satisfactory relationships with our
distributors will not have a material adverse effect on our business in the
future.

        Recent Growth in Sales and Earnings. In 2002, our net sales increased 8%
to $17,542,000 from $16,254,000 in 2001. The successful introduction of
innovative products on a periodic basis has become increasingly important to our
sales growth. Accordingly, the future degree of market acceptance of any of our
new products, which may be accompanied by significant promotional expenditures,
is likely to have an important impact on our future financial results.

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

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

        Reliance on a Limited Number of Key Personnel. Our success is
significantly dependent on the services of David Mintz (age 71), Chief Executive
Officer, Steven Kass (age 51), Chief Financial Officer, and Reuben Rapoport (age
72), Director of Product Development. The loss of the services of any of these
persons could have a material adverse effect on our business.

        Control of the Company. Our Chairman of the Board and Chief Executive
Officer, David Mintz, holds shares representing approximately 48% of the
outstanding shares of common stock, permitting him as a practical matter to
elect all members of the Board of Directors and thereby effectively control the
business, policies and management of our company.

        We Are Subject To Risks Associated With International Operations. In
2002 approximately 11% 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

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increase international market demand for our products. To the extent that we
cannot do so in a timely manner, our business, operating results and financial
condition will be adversely affected.

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

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

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

     o    unexpected changes in regulatory requirements;

     o    potentially adverse tax consequences; and

     o    political and economic instability.

        We May be Adversely Affected By Fluctuations In Currency Exchange Rates.
Since our foreign transactions are always in U.S. dollars, we do not currently
engage in any currency hedging transactions intended to reduce the effect of
fluctuations in foreign currency exchange rates on our results of operations.
Therefore, our future export sales could be adversely affected by an increase in
the value of the U.S. dollar, which could increase the local currency price of
our products. Although exposure to currency fluctuations to date has not had a
material adverse effect on our business, there can be no assurance such
fluctuations in the future will not have a material adverse effect on revenues
from international sales and, consequently, our business, operating results and
financial condition.

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

        Our Stock Price Is Subject To Volatility. The market price of our common
stock has been subject to fluctuation in the past and may be subject to wide
fluctuations in the future in response

                                       11


<PAGE>


to announcements concerning us or our competitors, quarterly variations in
operating results, the introduction of new products or changes in product
pricing policies by us or our competitors, general market conditions in the
industry, developments in the financial markets and other factors.

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

Item 2. Description of Property.

        Our facilities are located in a modern one-story facility in Cranford,
New Jersey. The 6,200 square foot facility houses our administrative offices, a
warehouse, walk-in freezer and refrigerator, and a product development
laboratory and test kitchen. Our lease agreement expired on July 1, 1999, but we
continue to occupy the premises under the terms of that agreement, subject to a
six month notification period for us and the landlord with respect to any
changes. We currently have no plans to enter into a long-term lease agreement
for the facility. Our annual rental expense was $76,000 in 2002. Our management
believes that the Cranford facility will continue to satisfy our space
requirements for the foreseeable future.

Item 3. Legal Proceedings.

        We are not a party to any material litigation.

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

        None.

                                    PART II

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

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

Quarter Ended                          High              Low
-------------                          ----              ---
March 31, 2001...............         $2.44            $1.88
June 30, 2001................          2.37             1.75
September 29, 2001...........          2.75             2.00
December 29, 2001............          2.49             2.00
March 30, 2002...............          2.24             1.98
June 29, 2002................          3.50             2.00



                                       12


<PAGE>

Quarter Ended                          High              Low
-------------                          ----              ---
September 28, 2002...........          3.10             2.00
December 28, 2002............          3.05             2.50

        As of March 26, 2003, there were approximately 835 direct holders of
record of our common stock. Based upon the most recent census performed by our
stock transfer agent, brokerage houses and other financial institutions hold our
common stock for approximately an additional 3,160 shareholders. We have not
paid and have no present intention of paying cash dividends on our common stock
in the foreseeable future.

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

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

Critical Accounting Policies

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

        Revenue Recognition. Our revenue recognition policy is significant
because our revenue is a key component of our results of operations. Revenue is
recognized when goods are shipped from production facilities or outside
warehouses.

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

                                       13


<PAGE>


        Allowance  for Inventory  Obsolescence.  We maintain an allowance for
inventory obsolescence for losses resulting from inventory items becoming
unsaleable due to loss of specific customers or changes in customers'
requirements. Based on historical and projected sales information, we believe
our allowance is adequate. However, changes in general economic, business and
market conditions could cause our customers' purchasing requirements to change.
These changes could affect our inventory saleability; therefore, the allowance
for 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 28, 2002 Compared with Fifty-two Weeks Ended
December 29, 2001
---------------------------------------------------------------------------

        Net sales for the fifty-two weeks ended December 28, 2002 were
$17,542,000, an increase of $1,288,000 or 8% from the sales level realized for
the fifty-two weeks ended December 29, 2001. In the 2002 period, nondairy frozen
dessert product sales and food product sales increased by $559,000 and $729,000,
respectively, from the 2001 period. The increases in nondairy frozen dessert
sales and food product sales were attributable to an increase in sales of all
categories of frozen dessert products and food products. Our gross profit in
2002 increased by $344,000 or 6% due primarily to the sales increase, while our
gross profit percentage decreased slightly to 34% in 2002 as compared to 35% in
2001. Our gross profit percentage continues to be adversely affected by start-up
manufacturing costs associated with our new products and the increased cost of
allowances associated with the introduction of those new products. Additionally,
the entire frozen dessert industry was subject to significant price increases to
certain key ingredients and packaging, due mainly to supply shortages as a
result of political events in certain foreign countries and the general economic
situation here in the United States. We anticipate that while our gross profit
will increase due to increased sales in 2003, our gross profit percentage will
not improve due to manufacturing start-up costs and promotional allowances
associated with the planned introduction of new products in 2003. In order to
improve the gross profit percentage, we initiated a series of price increases
that commenced in the second quarter of 2002. Because we expect the costs of
manufacturing to continue to rise in 2003, we plan on additional price increases
beginning in the third quarter of 2003.

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

        Selling expenses increased $145,000 or 8% to $2,041,000 for the current
fiscal year from $1,896,000 in the 2001 period. This increase was caused
primarily by a $74,000 increase in freight and a $30,000 increase in
commissions. The increased freight expense, a variable expense, is attributable
to the increase in sales and the increased cost of fuel. We do not

                                       14


<PAGE>


anticipate a significant reduction in the cost of shipping in the foreseeable
future. The increase in commissions expense is directly related to the increase
in sales.

        Marketing expenses increased by $165,000 in 2002 to $556,000. This
increase is primarily attributable to a $217,000 increase in promotion and
product demonstration expenses. We believe that these types of marketing
expenses are a cost effective way to market and sell our products. The increase
in promotion expense was partially offset by a reduction of expenses associated
with artwork and plates $34,000, point of sale material $11,000 and magazine
advertising $12,000 expenses.

        Research and development expenses decreased to $437,000 in 2002 as
compared to $483,000 in 2001. The decrease was due mainly to a reduction in
payroll costs of approximately $51,000 offset by a $5,000 increase in other
expenses. Our management expects that research and development costs will
continue at a slightly higher level for 2003.

        General and administrative expenses were $1,465,000 for the 2002 period
as compared with $1,381,000 for the comparable period in 2001, an increase of
$84,000 or 6%. The $84,000 increase was due primarily to increases in payroll
$56,000, professional fees and outside services $20,000 general insurance
$14,000 and offset by a $6,000 decrease in other expenses.

        Interest income was $30,000 for the fifty-two week period ended December
28, 2002 as compared with interest income of $84,000 for the fifty-two week
period ended December 29, 2001. The decrease in interest income was primarily
attributable to the lower interest rate's available for investment of our funds
and a slight reduction in funds available for investment. We anticipate that
despite a consistent level of cash balances our interest income will not improve
given the current level of interest rates. Other income also decreased by
approximately $184,000 due to over-accruals of income tax expense for prior
years that was credited to income in 2001. There was no such adjustment in 2002.

        Operating income remained relatively constant at $1,549,000 in 2002 as
compared with $1,553,000 in 2001. Income before income tax decreased $242,000
from 2001 to 2002 resulting in a decrease in tax expense of $30,000 to $641,000
in the 2002 fiscal period as compared to $671,000 in the 2001 fiscal period.

        Based on the foregoing, we had net income of $938,000 or $0.14 per share
on a diluted basis for the fifty-two week period ended December 28, 2002 as
compared with net income of $1,150,000 or $0.16 per share on a diluted basis for
the fifty-two week period ended December 29, 2001.

Liquidity and Capital Resources

        At December 28, 2002, our working capital was $4,385,000, an increase of
$8,000 from December 29, 2001. Our current and quick acid test ratios, both
measures of liquidity, were 9.2 and 7.7, respectively, at December 28, 2002
compared to 7.1 and 6.0 at December 29, 2001. At December 28, 2002, accounts
receivable decreased by $92,000 to $1,369,000 from December 29, 2001, reflecting
an improvement in cash collections. At December 28, 2002, inventories remained
relatively unchanged at $814,000 in 2002 compared to $816, 0000 in 2001. Prepaid
expenses increased slightly by $5,000 to $15,000 at December 28, 2002 from
December 29,

                                       15


<PAGE>


2001. Current deferred tax assets increased slightly by $7,000 at December 28,
2002 compared to December 29, 2001. At December 28, 2002, accounts payable and
accrued expenses decreased $80,000 from December 29, 2001 to $75,000. Accrued
compensation was unchanged at $375,000 as of December 28, 2002. The decrease in
income taxes payable of $187,000 to $82,000 at December 28, 2002 represents
sufficient tax prepayments made in 2002 in anticipation of 2002 tax expense.

        On September 18, 2000, our Board of Directors authorized the repurchase
of 250,000 shares of our common stock at prevailing market prices. During fiscal
2000 we repurchased 122,400 shares of common stock at a total cost of $247,000.
On May 21, 2001, our Board of Directors authorized the repurchase of up to an
additional 250,000 shares of common stock. During 2001 we purchased an
additional 204,000 shares for $436,000. From December 30, 2001 through December
28, 2002 we purchased an additional 299,600 shares at a cost of $767,000.

        On January 2, 2003, our Board of Directors authorized the repurchase of
an additional 250,000 shares of common stock. From December 29, 2002 through
March 26, 2003 we purchased an additional 142,900 shares at a cost of $371,000,
bringing our total purchases to 768,900 shares at a total cost of $1,821,000 or
$2.37 per share.

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

        We do not have any material capital commitments and contemplate no
material capital expenditures in the foreseeable future. We believe that we will
be able to fund our operations during 2002 from current resources.

Inflation and Seasonality

        We do not believe that our operating results have been materially
affected by inflation during the preceding two years. There can be no assurance,
however, that our operating results will not be affected by inflation in the
future. Our business is subject to minimal seasonal variations with slightly
increased sales in the second and third quarters of the fiscal year. We expect
to continue to experience slightly higher sales in the second and third
quarters, and slightly lower sales in the fourth and first quarters, as a result
of reduced sales of nondairy frozen desserts during those periods.

Market Risk

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

                                       16


<PAGE>





Item 7. Financial Statements.

                          Index to Financial Statements

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

Financial Statements:

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

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

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

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

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

                                       17


<PAGE>




                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Tofutti Brands Inc.

        We have audited the accompanying balance sheets of Tofutti Brands Inc.
as of December 28, 2002 and December 29, 2001, and the related statements of
income, changes in stockholders' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

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

        In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Tofutti Brands Inc.
as of December 28, 2002 and December 29, 2001, and the results of its operations
and its cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States of America.

                                            /s/Wiss & Company
                                            WISS & COMPANY, LLP

Livingston, New Jersey

March 18, 2003

                                      F-1


<PAGE>



                               TOFUTTI BRANDS INC.
                                 BALANCE SHEETS
               (000's omitted except for share and per share data)
<TABLE>
<CAPTION>
                                                               December 28,      December 29,
                                                                   2002              2001
                                                               ------------      ------------
<S>                                                              <C>                <C>
Assets
Current assets:
     Cash and equivalents                                        $2,234             $2,329
     Accounts receivable, net of allowance for doubtful
        accounts of $340 and $325, respectively                   1,369              1,461
     Inventories                                                    814                816
     Prepaid expenses                                                15                 10
     Deferred income taxes                                          485                478
                                                                 ------             ------
                Total current assets                              4,917              5,094

Other assets                                                        216                325
                                                                 ------             ------
                                                                 $5,133             $5,419
                                                                 ======             ======

Liabilities and Stockholders' Equity
Current liabilities:
     Accounts payable and accrued expenses                          $75               $155
     Accrued compensation                                           375                375
     Income taxes payable                                            82                187
                                                                 ------             ------
                  Total current liabilities                         532                717
                                                                 ------             ------

Commitments
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 5,878,567 shares at December 28,
         2002 and 6,091,267 shares at December 29, 2001              59                 61
     Less: Treasury stock, at cost (18,100 shares at
        December 29, 2001)                                           --                (38)
     Additional paid-in capital                                   2,081              3,156
     Retained earnings                                            2,461              1,523
                                                                 ------             ------
                 Total stockholders' equity                       4,601              4,702
                                                                 ------             ------
                 Total liabilities and stockholders' equity      $5,133             $5,419
                                                                 ======             ======
</TABLE>



                 See accompanying notes to financial statements.

                                       F-2


<PAGE>



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

                                      Fifty-two weeks        Fifty-two weeks
                                           ended                  ended
                                      December 28, 2002      December 29, 2001
                                      -----------------      -----------------
Net sales                                $17,542                 $16,254
Cost of sales                             11,494                  10,550
                                          ------                  ------
          Gross profit                     6,048                   5,704
                                          ------                  ------

Operating expenses:

  Selling                                  2,041                   1,896
  Marketing                                  556                     391
  Research and development                   437                     483
  General and administrative               1,465                   1,381
                                           -----                   -----
                                           4,499                   4,151
                                           -----                   -----

Operating income                           1,549                   1,553

Other income                                  30                     268
                                           -----                   -----
Income before income tax                   1,579                   1,821

Income taxes                                 641                     671
                                           -----                  ------

Net income                                  $938                  $1,150
                                           =====                  ======

Weighted average common shares
  outstanding:

   Basic                                   6,056                   6,153
                                          ======                  ======
   Diluted                                 6,878                   7,291
                                          ======                  ======

Net income per share:
   Basic                                   $0.15                   $0.19
                                          ======                  ======
   Diluted                                 $0.14                   $0.16
                                          ======                  ======


                 See accompanying notes to financial statements.

                                      F-3


<PAGE>






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

<TABLE>
<CAPTION>

                                         Common Stock           Treasury Stock        Additional                       Total
                                    ---------------------      -----------------       Paid-In      Retained       Stockholders'
                                      Shares       Amount      Shares     Amount       Capital      Earnings          Equity
                                      ------       ------      ------     ------       -------      --------          ------
<S>                                 <C>              <C>      <C>         <C>          <C>             <C>            <C>
Balances, December 30, 2000         6,354,567        $64       122,400    $(247)       $3,763          $373           $3,953
Issuance of Common Stock               45,000         --            --       --            35            --               35
Purchase of Treasury Stock                 --         --       204,000     (436)           --            --             (436)
Retirement of Treasury Stock         (308,300)        (3)     (308,300)     645          (642)           --               --
Net Income                                 --         --            --       --            --         1,150            1,150
                                    ---------        ---      --------    -----        ------        ------          -------
Balances, December 29, 2001         6,091,267        $61        18,100     $(38)       $3,156        $1,523          $4,702
                                    ---------        ---      --------    -----        ------        ------          ------
Issuance of Common Stock              105,000          1            --       --            77            --              78
Purchase of Treasury Stock                 --         --       299,600     (767)           --            --            (767)
Retirement of Treasury Stock         (317,700)        (3)     (317,700)     805          (802)           --              --
Purchase of Options                        --         --            --       --          (350)           --            (350)
Net Income                                 --         --            --       --            --           938             938
                                    ---------        ---          ----    -----        ------         ------          ------
Balances, December 28, 2002         5,878,567        $59            --       --        $2,081         $2,461          $4,601
                                    =========        ===      ========    =====        ======         ======          ======

</TABLE>






                 See accompanying notes to financial statements.

                                      F-4


<PAGE>





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

                                                     Fifty-two       Fifty-two
                                                    weeks ended     weeks ended
                                                    December 28,    December 29,
                                                       2002            2001
                                                    ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                          $938           $1,150
   Adjustments to reconcile net income to net
    cash flows from operating activities:
   Provision for bad debts                               60               40
   Deferred taxes                                        (7)            (119)
   Change in assets and liabilities:
       Accounts receivable                               32             (625)
       Inventories                                        2               92
       Prepaid expenses                                  (5)              (1)
       Accounts payable and accrued expenses            (80)               9
       Income taxes payable                            (105)            (144)
                                                      -----            -----
   Net cash flows from operating activities             835              402
                                                      -----            -----

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from redemption of investments               --              269
   Other assets                                         109             (144)
                                                      -----            -----
   Net cash flows from investing activities             109              125
                                                      -----            -----

CASH FLOWS FROM FINANCING ACTIVITIES:
   Note payable                                          --               (8)
   Issuance of common stock                              78               35
   Purchase of treasury stock                          (767)            (436)
   Purchase of options                                 (350)              --
                                                     ------           ------
   Net cash flows from financing activities          (1,039)            (409)
                                                     ------           ------

NET CHANGE IN CASH AND EQUIVALENTS                      (95)             118

CASH AND EQUIVALENTS, AT BEGINNING OF PERIOD          2,329            2,211
                                                     ------           ------
CASH AND EQUIVALENTS, AT END OF PERIOD               $2,234           $2,329
                                                     ======           ======

SUPPLEMENTAL CASH FLOW INFORMATION:
   Income taxes paid                                  $ 750           $  750
                                                     ======          =======

                 See accompanying notes to financial statements.

                                      F-5


<PAGE>




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

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

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

Fiscal Year - The Company operates on a fiscal year ending on the Saturday
closest to December 31. Fiscal years for the financial statements included
herein ended on December 28, 2002 and December 29, 2001.

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

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

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

The Company performs ongoing evaluations of its customers' financial condition
and does not require collateral. Management feels that credit risk beyond the
established allowances at December 28, 2002 is limited.

During the years ended December 28, 2002 and December 29, 2001, the Company
derived approximately 89% and 91% of its net sales domestically. The remaining
sales in both periods were exports to foreign countries. The Company had sales
to two customers representing 21% and 13% of net sales during 2002 and 17% and
15% of net sales during 2001.

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.

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

                                      F-6


<PAGE>

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

and liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date.

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

<TABLE>
<CAPTION>
                                                                   Year Ended        Year Ended
                                                                   December 28,      December 29,
                                                                       2002              2001
                                                                   ------------      ------------
  <S>                                                               <C>                <C>
  Net Income, numerator, basic and diluted computation                $938             $1,150

  Weighted average shares - denominator basic computation            6,056              6,153
  Effect of dilutive stock options                                     822              1,138
                                                                       ---              -----
  Weighted average shares, as adjusted - denominator diluted         6,878              7,291
     computation                                                     -----              -----

  Net Income per share:

  Basic                                                             $ 0.15             $ 0.19
                                                                    ======             ======
  Diluted                                                           $ 0.14             $ 0.16
                                                                    ======             ======
</TABLE>


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

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

Cash and equivalents, accounts receivable, accounts payable, accrued expenses
and income taxes payable as of December 28, 2002 and December 29, 2001 are
stated at their carrying values. The carrying amounts approximate fair value
because of the short-term maturity of those instruments or because the interest
rates approximate market rates of interest.

                                      F-7


<PAGE>

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

Advertising Costs - The Company expenses advertising costs as they are incurred.
Advertising expenses amounted to $46 and $58 during the years ended December 28,
2002 and December 29, 2001, respectively.

Reclassifications - Certain reclassifications have been made to 2001 to conform
to 2002 presentation.

NOTE 2:  INVENTORIES

Inventories consist of the following:

                                          December 28,       December 29,
                                              2002               2001
                                              ----               ----
Finished products                            $576                $537
Raw materials and packaging                   238                 279
                                              ---                 ---
                                             $814                $816
                                             ====                ====


NOTE 3:  OTHER ASSETS

On October 17, 1994, the Company's Board of Directors adopted a resolution
wherein the Corporation was authorized to purchase a $1,000 split dollar
insurance plan on the life of a member of David Mintz's family. Mr. Mintz is
Chairman and President of the Company. The purpose of this transaction is to
provide the Mintz estate with funds sufficient to pay any estate taxes levied
upon the transfer of Mr. Mintz's Tofutti stock, which would otherwise have
necessitated a sale of the stock. The sale of such stock might have the negative
effect of significantly decreasing the market price of the stock to the
detriment of other shareholders. Upon the death of the family member or
termination of the policy prior to death, the Company is guaranteed to receive a
complete refund of all its premiums paid plus interest at 4%. As of December 28,
2002, the balance receivable under this contract of $200 is completely secured
by the guaranteed cash surrender value of the policy and the assets in a related
party trust created specifically to generate payment to the Company in the event
of termination of the policy prior to the death of the insured.

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

                                      F-8


<PAGE>

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


NOTE 4:  STOCK OPTIONS

The 1993 Stock Option Plan (the "1993 Plan") provides for the granting to key
employees of incentive stock options, within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended, and for the granting of non-qualified
stock options to key employees and consultants. The 1993 Plan is currently
administered by the Board of Directors, which determines the terms and
conditions of the options granted under the 1993 Plan, including the exercise
price, number of shares subject to the option and the exercisability thereof.
Options are generally exercisable in cumulative installments of 33-1/3% or 50%
per year commencing one year after the date of grant and annually thereafter,
with contract lives of generally five or ten years from the date of grant. A
total of 2,900,000 shares have been reserved for issuance under the 1993 Plan.
At December 28, 2002, 1,688,000 shares were subject to outstanding options and
211,000 additional shares were available for future grant.

The following is a summary of stock option activity from December 30, 2000 to
December 28, 2002:

<TABLE>
<CAPTION>
                                          INCENTIVE OPTIONS         NON-QUALIFIED OPTIONS
                                      ------------------------      ---------------------
                                                     Weighted                   Weighted
                                                     Average                    Average
                                                     Exercise                   Exercise
                                       Shares        Price ($)       Shares     Price ($)
                                     ----------      ---------      --------    ---------
<S>                                  <C>               <C>          <C>            <C>
Outstanding at December 30, 2000     2,147,000         0.957        171,000        0.937
Granted in 2001                             --           --          20,000        1.90
Exercised in 2001                      (40,000)        0.80          (5,000)       0.6885
                                      --------                      -------
Outstanding and exercisable at
  December 29, 2001                  2,107,000         0.96         186,000        1.047
                                     =========                      =======
Granted in 2002                             --           --              --          --
Exercised in 2002                      (55,000)        0.742        (50,000)       0.738
Purchased and retired in 2002         (480,000)        0.802             --          --
Expired in 2002                             --           --         (20,000)       0.938
                                      --------         -----        -------        -----
Outstanding and exercisable at
  December 28, 2002                  1,572,000        $1.016        116,000       $1.199
                                     =========        ======        =======       ======

</TABLE>

                                      F-9


<PAGE>

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


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

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

There were no stock options granted during 2002.

The following table summarizes information about stock options outstanding at
December 28, 2002

       Range of            Number         Weighted Average          Weighted
    Exercise Prices      Outstanding       Remaining Life            Average
    ---------------      -----------         (in years)          Exercise Price
                                          ----------------       --------------
    $0.6875--1.031         437,000             4.3                   $0.75
   $1.0625 - 1.1688      1,231,000             3.4                   $1.11
       $1.90                20,000             3.4                   $1.90

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

                                                          Dec. 28,    Dec. 29,
                                                            2002        2001
                                                          --------    --------
      Net income available for common stockholders:

         As reported                                        $938       $1,150
         Pro forma                                           938          779
      Basic earnings per share:
         As reported                                        $0.15       $0.18
         Pro forma                                           0.15        0.13
      Diluted earnings per share:
         As reported                                        $0.14       $0.16
         Pro forma                                           0.14        0.11


                                      F-10


<PAGE>


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



NOTE 5:  COMMITMENTS

The Company's facilities are located in a modern one-story facility in Cranford,
New Jersey. The 6,200 square foot facility houses its administrative offices, a
warehouse, walk-in freezer and refrigerator, and a product development
laboratory and test kitchen. The Company's lease agreement expired on July 1,
1999, but it continues to occupy the premises under the terms of that agreement,
subject to a six month notification period for the landlord or for the Company
with respect to any changes. The Company currently has no plans to enter into a
long-term lease agreement for the facility. Annual rental expense was $76,000 in
2002. The Company's management believes that the Cranford facility will continue
to satisfy its space requirements for the foreseeable future.

NOTE 6:  INCOME TAXES

The components of income tax expense (benefit) for the years ended December 28,
2002 and December 29, 2001 are as follows:

                                      Dec. 28,     Dec. 29,
                                       2002         2001
                                      -------      -------
        Current:
                 Federal               $502         $614
                 State                  146          176
                                        ---          ---
                                        648          790
                                        ---          ---
        Deferred:
                 Federal                 (6)         (68)
                 State                   (1)         (51)
                                        ---         ----
                                         (7)        (119)
                                        ---         ----
        Total income tax expense       $641         $671
                                       ====         ====

Deferred tax assets at December 28, 2002 and December 29, 2001 are as follows:

                                               Dec. 28,    Dec. 29,
                                                 2002        2001
                                               --------    --------
        Allowance for doubtful accounts           $80         $74
        Accruals and reserves                     405         404
                                                  ---         ---
        Deferred tax assets                      $485        $478
                                                 ====        ====



                                      F-11


<PAGE>

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


A reconciliation between the expected federal tax expense at the statutory tax
rate of 34% and the Company's actual tax expense for the years ended December
28, 2002 and December 29, 2001 follows:

                                                           Dec. 28,    Dec. 29,
                                                             2002       2001
                                                           --------    --------
    Income tax expense computed at federal statutory
       rate                                                  $537        $619
    Permanent and other items                                 (12)        (56)
    State income taxes, net of federal income tax
       benefit                                                 92         108
                                                             ----         ---
                                                             $641        $671
                                                             ====        ====


NOTE 7:  OTHER INCOME

Other income is summarized as follows:

                                                  Dec. 28,   Dec. 29,
                                                    2002       2001
                                                    ----       ----

        Interest income                             $ 30        $84
        Over-accrual of prior years' tax              --        184
                                                  ------       ----
                                                    $ 30       $268
                                                    ====       ====


NOTE 8:  RELATED PARTY

In March 2002, the Company bought 480,000 options from Mr. David Mintz for
$350,000.

                                      F-12


<PAGE>







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

        None.

PART III

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

        Our directors and executive officers are:

Name                             Age    Position
----                             ---    --------
David Mintz.................      71    Chairman of the Board of Directors,
                                        Chief Executive Officer
Steven Kass.................      51    Chief Financial Officer, Secretary and
                                        Treasurer
Reuben Rapoport.............      72    Director of Product Development and
                                        Director
Aaron Forem ................      48    Director
Franklyn Snitow.............      56    Director
Jeremy Wiesen...............      60    Director

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

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

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

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

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

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

                                       18


<PAGE>


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

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

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

        To our knowledge, based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons that
no additional forms were required for those persons, we believe that during
fiscal 2002 all persons subject to these reporting requirements filed the
required reports on a timely basis.

Item 10. Executive Compensation.

        The following table sets forth information concerning the total
compensation during the last three fiscal years for our executive officers whose
total salary in fiscal 2002 totaled $100,000 or more:

                           SUMMARY COMPENSATION TABLE
                           --------------------------
                                                     Annual           Long-Term
                                                 Compensation       Compensation
                                                 ------------       ------------
                                                                    Securities
                                                                    Underlying
Name and Principal Position            Year        Salary ($)        Options (#)
---------------------------            ----       ----------        -----------
David Mintz,                           2002       $500,000(1)           --
Chief Executive Officer                2001        500,000(2)           --
  and Chairman of the Board            2000        447,596(3)           --

Steven Kass,                           2002        250,000(1)           --
Chief Financial Officer,               2001        250,000(2)           --
  Secretary and Treasurer              2000        248,557(3)           --
---------------

(1)  Includes  bonuses of $250,000  and  $125,000  for  Messrs.  Mintz and Kass,
     respectively, accrued at year-end and paid on or about March 28, 2003.

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

                                       19


<PAGE>



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

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

        On October 17, 1994, our Board of Directors adopted a resolution wherein
we were authorized to purchase a $1,000,000 split dollar insurance plan on the
life of a member of David Mintz's family. Mr. Mintz is our Chairman and Chief
Executive Officer. The purpose of this transaction is to provide the Mintz
estate with funds sufficient to pay any estate taxes levied upon the transfer of
Mr. Mintz's Tofutti stock, which would have otherwise necessitated a sale of the
stock. The sale of such stock might have a negative effect of significantly
decreasing the market price of the stock to the detriment of other shareholders.
Upon the death of the family member or termination of the policy prior to death,
we are guaranteed to receive a complete refund of all the premiums paid plus
interest at 4%. As of December 28, 2002, the balance receivable under this
contract of $200 is completely secured by the guaranteed cash surrender value of
the policy and the assets in a related party trust created specifically to
generate payment to us in the event of termination of the policy prior to the
death of the insured.

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

        There are currently no employment agreements between us and any of our
officers. Mr. Snitow has not received any cash remuneration for his service as a
director in the last three years. In 2002, Mr. Wiesen and Mr. Forem received
$2,500 and $1,000 for their services as directors, respectively.

STOCK OPTIONS

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

        The following table provides information concerning stock options held
in 2002 by each of the executive officers named above in the Summary
Compensation Table.

                                       20


<PAGE>



<TABLE>
<CAPTION>
                                                AGGREGATED OPTION EXERCISES IN LAST
                                           FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
                             ------------------------------------------------------------------------------------
                                                             Number of Shares
                             Shares                            Underlying                Value of Unexercised
                             Acquired                        Unexercised Options          in the Money Options
                             on                Value           at FY-End (#)                 at FY-End ($)
Name                         Exercise (#)    Realized ($)   Exercisable/Unexercisable   Exercisable/Unexercisable
----                         ------------    ------------   -------------------------   -------------------------
<S>                              <C>          <C>                 <C>                        <C>
David Mintz,                     --           $ --                600,000(E)                 $ 870,000(E)(1)
Chief Executive Officer
  and Chairman of the
  Board

Steven Kass,                     --             --                795,000(E)                  1,369,000(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 $2.62 per share.

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

        The following table sets forth as of March 26, 2003 certain information
regarding the ownership of our common stock, $.01 par value, for each person
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, for each executive officer named in the Summary Compensation
Table, for each of our directors and for our executive officers and directors as
a group:

                                    Amount of
                                    Beneficial         Percent of
Name                                Ownership(1)       Class(2)
----                                ------------       --------
David Mintz................         3,403,440 (3)        54.1%
Steven Kass................           795,000 (4)        11.9%
Reuben Rapoport............           127,000 (5)         2.1 %
Jeremy Wiesen..............           102,900 (6)         1.7%
Franklyn Snitow............            54,000 (7)         *
Aaron Forem................            20,000 (8)         *
All Executive Officers and
Directors as a group (6 persons)    4,502,340 (9)        60.2%

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

*    Less than 1%.

     The address of Messrs. Mintz, Kass and Rapoport is c/o Tofutti Brands Inc.,
50 Jackson Drive,  Cranford,  New Jersey 07016. The address of Mr. Snitow is 575
Lexington  Avenue,  New York,  New York 10017.  The address of Mr. Wiesen is 254
East 68th Street,  Apt. 30F, New York, New York 10021.  The address of Mr. Forem
is 52-62 Cornelia Street, Newark, New



                                       21


<PAGE>


Jersey 07105. Each person listed above has sole voting and/or investment power
of the shares attributed to him.

(1)     Beneficial ownership is determined in accordance with the rules of the
        Securities and Exchange Commission and generally includes voting or
        investment power with respect to securities. Shares of common stock
        relating to options currently exercisable or exercisable within 60 days
        of March 26, 2003 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 5,885,567 shares issued and outstanding as of March 26, 2003.

(3)     Includes 400,000 shares issuable upon the exercise of currently
        exercisable stock options.

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

(5)     Includes 90,000 shares issuable upon the exercise of currently
        exercisable stock options.

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

(7)     Includes 24,000 shares issuable upon the exercise of currently
        exercisable stock options.

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

(9)     Includes 1,589,000 shares issuable upon the exercise of currently
        exercisable stock options.

Item 12. Certain Relationships and Related Transactions.

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

Item 13. Exhibits and Reports on Form 8-K.

(a)        Exhibits

3.1*       Certificate of Incorporation.

3.1.1**    March 1986 Amendment to Certificate of Incorporation.

3.2*       By-laws of Registrant.

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

23.1       Consent of WISS & COMPANY, LLP.

99.1       Certification by Chief Executive Officer Pursuant to Section 302 of
           the Sarbanes-Oxley Act of 2002.

                                       22


<PAGE>



99.2       Certification by Chief Financial Officer Pursuant to Section 302 of
           the Sarbanes-Oxley Act of 2002.

99.3       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.

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

-----------

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

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

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

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

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

Item 14. Controls and Procedures.

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

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

                                       23


<PAGE>



                                   SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized on March 27, 2003.

                                            TOFUTTI BRANDS INC.
                                            (Registrant)

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

        In accordance with the Securities Exchange Act of 1934, this Report has
been signed below on March 27, 2003, by the following persons on behalf of the
Registrant and in the capacities indicated.

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

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

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

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

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

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

                                       24


<PAGE>


                                  EXHIBIT INDEX

Exhibit
-------

3.1*             Certificate of Incorporation, as amended through February 1986.
3.1.1**          March 1986 Amendment to Certificate of Incorporation.
3.2*             By-laws of the Registrant.
4.1***           Copy of the Registrant's Amended 1993 Stock Option Plan.
23.1             Consent of WISS & COMPANY, LLP.
99.1             Certification by Chief Executive Officer Pursuant to Section
                 302 of the Sarbanes-Oxley Act of 2002.

99.2             Certification by Chief Financial Officer Pursuant to Section
                 302 of the Sarbanes-Oxley Act of 2002.

99.3             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.
99.4             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.