TOFUTTI BRANDS INC - FORM 10-Q

Attached files

file	filename
EX-31.1 - TOFUTTI BRANDS INC	c65712_ex31-1.htm
EX-32.2 - TOFUTTI BRANDS INC	c65712_ex32-2.htm
EX-31.2 - TOFUTTI BRANDS INC	c65712_ex31-2.htm
EX-32.1 - TOFUTTI BRANDS INC	c65712_ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended April 2, 2011

o	Transition report pursuant to Section 13 or 15(d) of the Exchange Act for the transition period from [ ] to [ ]

Commission file number: 1-9009

Tofutti Brands Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		13-3094658
(State of Incorporation)		(I.R.S. Employer Identification No.)

50 Jackson Drive, Cranford, New Jersey 07016
(Address of Principal Executive Offices)

(908) 272-2400
(Registrant’s Telephone Number, including area code)

N/A
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, or a non-accelerated filer. See of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.


Large accelerated filer o		Accelerated filer o

Non-accelerated filer o		Smaller reporting company x
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

As of May 16, 2011 the Registrant had 5,176,678 shares of Common Stock, par value $0.01, outstanding.

TOFUTTI BRANDS INC.

INDEX


			Page


Part I - Financial Information:			3

	Item 1.	Financial Statements	3

		Condensed Balance Sheets – April 2, 2011 (Unaudited) and January 1, 2011	3

		Condensed Statements of Income - (Unaudited) - Thirteen Week Periods ended April 2, 2011 and April 3, 2010	4

		Condensed Statements of Cash Flows - (Unaudited) - Thirteen Week Periods ended April 2, 2011 and April 3, 2010	5

		Notes to Condensed Financial Statements	6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12

	Item 4.	Controls and Procedures	12

Part II - Other Information:

	Item 1.	Legal Proceedings	14

	Item 1A.	Risk Factors	14

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14

	Item 3.	Defaults Upon Senior Securities	14

	Item 4.	(Removed and Reserved)	14

	Item 5.	Other Information	14

	Item 6.	Exhibits	14

		Signatures	15

PART I - FINANCIAL INFORMATION


Item 1.	Financial Statements

TOFUTTI BRANDS INC.
Condensed Balance Sheets
(in thousands, except share and per share figures)


	April 2, 2011		January 1, 2011*

	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	1,652	$	2,528
Accounts receivable, net of allowance for doubtful accounts and sales promotions of $335 and $320, respectively		1,768		1,338
Inventories		1,644		1,697
Prepaid expenses		32		16
Refundable income taxes		180		—
Deferred income taxes		186		186

Total current assets		5,462		5,765


Fixed assets, net of accumulated amortization of $40 and $38		8		10
Other assets		16		16

	$	5,486	$	5,791


Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	507	$	260
Accrued expenses		473		585
Accrued officers’ compensation		125		500

Total current liabilities		1,105		1,345


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 5,176,678 shares at April 2, 2011 and 5,176,678 shares at January 1, 2011		52		52
Additional paid-in capital		7		7
Retained earnings		4,322		4,387

Total stockholders’ equity		4,381		4,446

Total liabilities and stockholders’ equity	$	5,486	$	5,791


*	Derived from audited financial information.

See accompanying notes to condensed financial statements.

TOFUTTI BRANDS, INC.
Condensed Statements of Income
(Unaudited)
(in thousands, except per share figures)


	Thirteen weeks ended April 2, 2011			Thirteen weeks ended April 3, 2010


Net sales	$	4,005		$	4,592
Cost of sales		2,922			2,978

Gross profit		1,083			1,614


Operating expenses:
Selling		374			354
Marketing		137			133
Research and development		150			141
General and administrative		533			511

		1,194			1,139


Income (loss) before income taxes		(111	)		475

Income tax expense (benefit)		(45	)		200


Net income (loss)	$	(66	)	$	275


Weighted average common shares outstanding:
Basic		5,177			5,177

Diluted		5,177			5,177


Net income (loss) per common share:
Basic	$	(0.01	)	$	0.05

Diluted	$	(0.01	)	$	0.05

See accompanying notes to condensed financial statements.

TOFUTTI BRANDS INC.
Condensed Statements of Cash Flows
(Unaudited)
(in thousands)


	Thirteen weeks ended April 2, 2011			Thirteen weeks ended April 3, 2010


Cash flows provided by (used in) operating activities, net	$	(876	)	$	358

Net increase (decrease) in cash and cash equivalents		(876	)		358

Cash and cash equivalents at beginning of period		2,528			1,413


Cash and cash equivalents at end of period	$	1,652		$	1,771


Supplemental cash flow information:
Income taxes paid	$	312		$	5

See accompanying notes to condensed financial statements.

TOFUTTI BRANDS INC.
Notes to Condensed Financial Statements
(in thousands, except per share figures)

Note 1: Description of Business


	Tofutti Brands Inc. (“Tofutti” or the “Company”) is engaged in one business segment, the development, production and marketing of non-dairy frozen desserts and other food products.

Note 2: Basis of Presentation


	The accompanying financial information is unaudited, but, in the opinion of management, reflects all adjustments (which include only normally recurring adjustments) necessary to present fairly the Company’s financial position, operating results and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The condensed balance sheet amounts as of January 1, 2011 have been derived from our audited financial statements for the year ended January 1, 2011. The financial information should be read in conjunction with the audited financial statements and notes thereto for the year ended January 1, 2011 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The results of operations for the thirteen week period ended April 2, 2011 are not necessarily indicative of the results to be expected for the full year.

	Out-of-Period Amounts: In the thirteen weeks ended July 3, 2010, the Company identified accounting errors in its Condensed Financial Statements for the thirteen weeks ended April 3, 2010. To correct such errors, the Company recorded a $148 reduction in net sales and a $55 reduction in cost of sales in the Condensed Statement of Operations for the thirteen weeks ended July 3, 2010. The after-tax impact of recording this adjustment was a $56 reduction in net income, or $0.01 per share. The Company determined that the errors were not material to the financial statements in the period in which they originated and, accordingly, a restatement of the financial statements for the thirteen weeks ended April 3, 2010 was not necessary. The Company also determined that the impact of correcting the errors in the current period was not material to its financial statements for the period ended July 3, 2010. The Company evaluated the relevant internal controls over financial reporting in light of the deficiencies in internal controls noted and did not identify any additional material weakness in internal control over financial reporting.

	The Company operates on a fiscal year which ends on the Saturday closest to December 31st.

Note 3: Recent Accounting Pronouncements


	There have been no recent accounting pronouncements or changes in accounting pronouncements during the thirteen weeks ended April 2, 2011, as compared to the recent accounting pronouncements described in the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2011, that are of material significance, or have potential material significance, to the Company.

TOFUTTI BRANDS INC.
Notes to Condensed Financial Statements
(in thousands, except per share figures)

Note 4: Inventories


	The composition of inventories is as follows:


	April 2, 2011		January 1, 2011


Finished products	$	1,050	$	1,236
Raw materials and packaging		594		461

	$	1,644	$	1,697

Note 5: Income Taxes

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

Note 6: Market Risk


	We invest our excess cash, should there be any, in bank certificates of deposit and high 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 $250 per institution.

Note 7: Earnings Per Share

Basic earnings per common share has been computed by dividing net income by the weighted average number of common shares outstanding. Diluted earnings per common share for the period ended April 3, 2010 has been computed by dividing net income by the weighted average number of common shares outstanding and common stock equivalents, which include options outstanding during the same period. Not included in the calculation for each period were 51,000 non-qualified options granted to directors, that were antidilutive because the average market price of our common stock for the thirteen week periods ended April 2, 2011 and April 3, 2010, respectively, was less than the exercise price of any of these options.

TOFUTTI BRANDS INC.
Notes to Condensed Financial Statements
(in thousands, except per share figures)

The following table sets forth the computation of basic and diluted earnings per share:


	Thirteen Weeks Ended April 2, 2011			Thirteen Weeks Ended April 3, 2010

Numerator
Net income (loss)-basic and diluted	$	(66	)	$	275

Denominator
Denominator for basic earnings per share weighted average shares		5,177			5,177
Effect of dilutive securities stock options		—			—

Denominator for diluted earnings per share		5,177			5,177


Earnings (loss) per share
Basic	$	(0.01	)	$	0.05

Diluted	$	(0.01	)	$	0.05

TOFUTTI BRANDS INC.


Item 2.	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 financial statements.

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

Critical Accounting Policies

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

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

Accounts Receivable. The majority of our accounts receivables are due from distributors (domestic and international) and retailers. Credit is extended based on evaluation of a customers’ financial condition and, generally, collateral is not required. Accounts receivable are most often due within 30 to 90 days and are stated at amounts due from customers net of an allowance for doubtful accounts. Accounts outstanding longer than the contractual payment terms are considered past due. We determine whether an allowance is necessary by considering a number of factors, including the length of time trade accounts receivable are

past due, our previous loss history, the customer’s current ability to pay its obligation, and the condition of the general economy and the industry as a whole. We write-off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the bad debt expense account. We do not accrue interest on accounts receivable past due.

Inventory. Inventory is stated at lower of cost or market determined by first in first out (FIFO) method. Inventories in excess of future demand are written down and charged to the provision for inventories. At the point of which loss is recognized, a new, lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in the newly established cost basis.

Income Taxes. 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. We will recognize a tax benefit in the financial statements for an uncertain tax position only if management’s assessment is that the position is “more likely than not” (i.e., a likelihood greater than 50 percent) to be allowed by the tax jurisdiction based solely on the technical merits of the position. The term “tax position” refers to a position in a previously filed tax return or a position expected to be taken in a future tax return that is reflected in measuring current or deferred income tax assets and liabilities for financial reporting purposes. Our federal and state tax returns are open to examination for the years 2007 through 2010.

Results of Operations

Thirteen Weeks Ended April 2, 2011 Compared with Thirteen Weeks Ended April 3, 2010

Net sales for the thirteen weeks ended April 2, 2011 were $4,005,000, a decrease of $587,000, or 13%, from the sales level realized for the thirteen weeks ended April 3, 2010. This decrease can be attributed to a reduction of $450,000 in our sales to Trader Joe’s, our largest account, in the thirteen weeks ended April 2, 2011 compared to the comparable period in 2010. The timing of orders from Trader Joe’s varies from year to year, which can have a significant impact on a comparative analysis. Our overall sales, especially frozen desserts, were also negatively impacted by severe winter weather throughout much of the country during the first quarter of 2011. In addition, as previously disclosed, we had a reporting error for the thirteen weeks ended April 3, 2010, which was corrected in our Form 10-Q for the thirteen weeks ended July 3, 2010 and if the reduction of sales of $148,000 had factored in the out of period adjustment for the thirteen weeks ended April 3, 2010, then the decrease in sales from the thirteen weeks ended April 3, 2010 to the thirteen weeks ended April 2, 2011 would have been $439,000 or 10%.

Our gross profit decreased to $1,083,000 in the period ended April 2, 2011 from $1,614,000 in the period ended April 3, 2010 due to the significant reduction in sales. Our gross profit percentage was 27% for the period ending April 2, 2011 compared to 35% for the period ending April 3, 2010. The decline in our gross profit percentage was due primarily to the reduction in sales to Trader Joe’s, which is a higher margin business. Additionally, increased costs for packaging and ingredients reduced our margin as well. Freight out expense, a significant part of our cost of sales, increased by $2,000, or 1%, to $229,000 for the thirteen weeks ended April 2, 2011 compared with $227,000 for the thirteen weeks ended April 3, 2010. However, as a percentage of sales, freight out expense increased to 6% in the 2011 thirteen week period compared to 5% for the 2010 thirteen week period. We expect freight out expense to continue at a higher level in 2011 due to the increased cost of oil, which will also negatively impact our packaging costs. We have already instituted a series of price increases which will become effective at various times in the second and third quarters of this year. These increases will range from 5% to 10%, depending on the product category. As previously reported, we had a reporting error of a reduction of $93,000 in gross

profit for the period ended April 3, 2010, which was corrected in our Form 10Q for the thirteen weeks ended July 3, 2010. If this reduction in gross profit had factored in the out of period adjustment for the thirteen weeks ended April 3, 2010, the gross profit for the thirteen weeks ended April 3, 2010 would have been $1,521,000 with a gross profit percentage of 34%.

Selling expenses increased by $20,000 to $374,000 for the current fiscal quarter compared with $354,000 for the comparable period in 2010. This increase was due principally to meeting and convention expense of $21,000, messenger costs of $7,000, auto and travel expense of $11,000, offset by a decrease in commission expense of $19,000. We anticipate that the current period’s selling expenses will continue on the same level or slightly lower for the balance of 2011.

Marketing expenses increased by $4,000 to $137,000 in the fiscal 2011 period due principally to an increase in promotion expense of $27,000, which was offset by a reduction in newspaper advertising expense of $17,000 and artwork and plate expense of $6,000. We anticipate that the current period’s marketing expenses will continue on the same level for the balance of 2011.

Research and development costs, which consist principally of salary expenses and laboratory costs, increased by $9,000 to $150,000 for the thirteen weeks ended April 2, 2011 from $141,000 for the comparable period in 2010 due to an increase in lab costs and supplies of $10,000.

General and administrative expenses increased by $22,000 to $533,000 for the thirteen weeks ended April 2, 2011 compared with $511,000 for the comparable period in 2010 due to increases in building maintenance and repair expense of $9,000, IT expense of $7,000 and outside public relations expense of $4,000. We anticipate that the current period’s general and administrative expenses will continue on the same level, or increase slightly, for the balance of 2011.

In the thirteen weeks ended April 2, 2011 we had an income tax benefit of $45,000, or 41% of income before taxes, compared to income tax expense of $200,000, or 42% of taxable income, in the thirteen weeks ended April 3, 2010. This reflects our net loss for the thirteen weeks ended April 2, 2011.

Liquidity and Capital Resources

As of April 2, 2011, we had approximately $1.7 million in cash and cash equivalents and our working capital was approximately $4.4 million, which was consistent with our working capital at January 1, 2011.

The following table summarizes our cash flows for the periods presented:


	Thirteen Weeks ended April 2, 2011			Thirteen Weeks ended April 3, 2010

Net cash provided (used in) by operating activities	$	(876,000	)	$	358,000
Net change in cash and cash equivalents	$	(876,000	)	$	358,000

The decrease in our net cash flows provided by operating activities was the result of the net loss and an increase in accounts receivable. During the thirteen weeks ending April 2, 2011, we paid bonuses to management of $500,000 and paid income taxes of $312,000. We believe that we will be able to fund our operations during the next twelve months with cash generated from operations. We believe that these sources will be sufficient to meet our operating and capital requirements during the next twelve months.

Our Board of Directors first instituted a share repurchase program in September 2000 and has to date authorized the repurchase of 2,200,000 shares of our common stock at prevailing market prices. As of April 2, 2011, we had repurchased 1,818,889 shares at a total cost of $5,294,000, or an average price of $2.91 per share. We have not repurchased any additional shares since the period ended March 28, 2009 in order to conserve our cash position.

Inflation and Seasonality

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

Off-balance Sheet Arrangements

None.

Contractual Obligations

As of April 2, 2011, we did not have any contractual obligations or commercial commitments, including obligations relating to discontinued operations.

Recent Accounting Pronouncements

See Note 3 to the unaudited condensed consolidated financial statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q.


Item 3.	Quantitative and Qualitative Disclosures About Market Risk

We do not believe that our exposure to market risk related to the effect of changes in interest rates, foreign currency exchange rates, commodity prices and other market risks with regard to instruments entered into for trading or for other purposes is material.


Item 4.	Controls and Procedures

Evaluation of Disclosure Controls and Procedures. As of April 2, 2011, our company’s chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of April 2, 2011.

Disclosure Controls and Internal Controls. As provided in Rule 13a-14 of the General Rules and Regulations under the Securities and Exchange Act of 1934, as amended, Disclosure Controls are defined as meaning controls and procedures that are designed with the objective of insuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, designed and reported within the time periods specified by the SEC’s rules and forms. Disclosure Controls include, within the definition under the Exchange Act, and without limitation, controls and procedures to insure that information required to be disclosed by us in our

reports is accumulated and communicated to our management, including our chief executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure. Internal Controls are procedures which are designed with the objective of providing reasonable assurance that (1) our transactions are properly authorized; (2) our assets are safeguarded against unauthorized or improper use; and (3) our transactions are properly recorded and reported, all to permit the preparation of our financial statements in conformity with generally accepted accounting principles.

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

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

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

Based on their evaluation under the frameworks described above, our chief executive officer and chief financial officer have concluded that our internal control over financial reporting was ineffective as of April 2, 2011 because of the following material weaknesses in internal controls over financial reporting:


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

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

We are seeking ways to remediate these weaknesses, which stem from our small workforce, which consisted of eight employees at April 2, 2011, that will not require us to hire additional personnel.

Changes in Internal Control over Financial Reporting

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

PART II - OTHER INFORMATION


Item 1.	Legal Proceedings

	We are not a party to any material litigation.

Item 1A.	Risk Factors

There have been no material changes to the Company’s “Risk Factors” set forth in its Annual Report on Form 10-K for the year ended January 1, 2011.

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

	None.

Item 3.	Default Upon Senior Securities

	None.

Item 4.	Removed and Reserved

	None.

Item 5.	Other Information

	None.

Item 6.	Exhibits

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

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

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

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

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.


	TOFUTTI BRANDS INC.
	(Registrant)

	/s/ David Mintz

	David Mintz
	President

	/s/ Steven Kass

	Steven Kass
	Chief Accounting and Financial Officer

Date: May 17, 2011

TOFUTTI BRANDS INC - FORM 10-Q - May 17, 2011

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TOFUTTI BRANDS INC Reports