UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
April 1,
2011
Date
of Report
(Date of
earliest event reported)
TOFUTTI
BRANDS INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-9009
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13-3094658
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer Identification No.)
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50 Jackson Drive Cranford, New Jersey
07016
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(Address
of principal executive offices and zip
code)
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(908)272-2400
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(Registrant’s
telephone number, including area
code)
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
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*
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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*
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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*
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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*
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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ITEM
4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL
STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM
REVIEW.
Following
discussion with its independent registered public accountant, EisnerAmper LLP,
initiated on April 1, 2011, Tofutti Brands Inc., or the Company, determined that
there were errors in recording certain income tax items in the proper period in
the Company’s financial statements as of and for the fiscal year ended January
2, 2010 and the opening retained earnings balance as of December 28,
2008. These errors had no impact on any of the following
items as previously reported in the Company’s financial statements for the
fiscal year ended January 2, 2010: “cash and cash equivalents,” “revenues,”
“operating expenses,” “operating income,” or “pre-tax
income.” Nor did these errors impact on the
Company’s: “revenues,” “operating income,” “pre- tax income,” “ net
income,” or its cash flows for the quarterly periods presented in the Company’s
quarterly reports on Form 10-Q during the years 2009 and 2010.
Management,
upon being advised by EisnerAmper LLP of the issue, as part of its Sarbanes
Oxley policy regarding internal controls over financial reporting, immediately
reported this issue to the Company's Audit Committee which promptly
requested management and EisnerAmper LLP to conduct a detailed
review.
As a
previously reported, the Company has identified material weaknesses in its
internal control over financial reporting. The material weaknesses
include a lack of sufficient resources and an insufficient level of monitoring
and oversight and a lack of segregation of duties due to the limited size of its
accounting department.
On April
5, 2011, the Audit Committee of the Board of Directors of the Company, in
consultation with management and following discussion with EisnerAmper LLP,
determined that, as a result of these errors, the financial statements included
in the Company’s Annual Report on Form 10-K for the fiscal year ended
January 2, 2010 and the report of Amper, Politziner & Mattia,
LLP, the Company’s former auditor on the financial statements as of
and for the fiscal year ended January 2, 2010 should not be relied
upon.
As the
effect of the correction of the errors was determined by management and the
Audit Committee of the Board of Directors to be material per Staff Accounting
Bulletin No. 108, which requires a restatement for the fiscal year ended January
2, 2010, the Company has determined that it will restate its financial
statements for the fiscal year ended January 2, 2010 to correct these errors.
The Company intends to file its Form 10-K for the fiscal year ended
January 1, 2011 containing a restatement of the affected financial statements
for the fiscal year ended January 2, 2010 as soon as practicable.
The
following is a summary of the effects of these changes on the Company’s balance
sheet as of January 2, 2010.
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As of January 2, 2010
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As Reported
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As Restated
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Total
Assets
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$5,400
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$5,257
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Retained
Earnings
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4,068
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3,925
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Total
Stockholders’ Equity
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4,120
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3,977
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Total
Liabilities and Stockholders’ Equity
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5,400
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5,257
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SIGNATURE
Pursuant to the requirements 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.
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Date:
April 6, 2011
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TOFUTTI
BRANDS INC.
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(Registrant)
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By:
/s/Steven
Kass
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Steven
Kass
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Chief
Financial Officer
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