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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 Form

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 For
 the fiscal year ended December 30, 2023

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 Commission
File Number: 1-9009

 (Exact
name of registrant as specified in its charter)

 Delaware

 13-3094658

 (State
 or other jurisdiction

 of
 incorporation or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 Jackson Drive, Cranford, New Jersey

 07016

 (Address
 of principal executive offices)

 (Zip
 Code)

 (908) 272-2400

 (Registrant's
telephone number, including area code)

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

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 Stock, par value $0.01 per share

 TOFB

 None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes
 No

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
 No

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 No

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein,
and will not 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-K or any amendment to this Form 10-K.

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer (Do not check if a smaller reporting company)

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 Yes
 No

 The
aggregate market value of the voting stock held by non-affiliates of the Registrant as of the most recently completed second fiscal quarter:
$ 1,842,074.

 As
of April 3, 2024, the issuer had 5,153,706 shares of common stock, par value $0.01, outstanding.

 TABLE
OF CONTENTS

 Pages

 Item
 1.

 Business.

 Item
 1A.

 Risk Factors.

 Item
 1B.

 Unresolved Staff Comments.

 Item
 2.

 Properties.

 Item
 3.

 Legal Proceedings.

 Item
 4.

 Mine Safety Disclosures.

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item
 6.

 Reserved.

 Item
 7.

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

 Item
 7A.

 Quantitative and Qualitative Disclosures about Market Risk.

 Item
 8.

 Financial Statements and Supplementary Data.

 Item
 9.

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

 Item
 9A.

 Controls and Procedures.

 Item
 9B.

 Other Information.

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item
 10.

 Directors, Executive Officers and Corporate Governance.

 Item
 11.

 Executive Compensation.

 Item
 12.

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

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item
 14.

 Principal Accounting Fees and Services.

 Item
 15.

 Exhibits, Financial Statement Schedules.

 Item
 16.

 Form 10-K Summary.

 SIGNATURES

 INTRODUCTION

 We
are engaged in the development, production and marketing of TOFUTTI brand plant-based, dairy free frozen desserts and
cheese products, which contain no butterfat, cholesterol or lactose.

 As
used in this annual report, the terms "we," "us" and "our" mean Tofutti Brands Inc., unless otherwise
indicated. Statements made in this annual report concerning the contents of any contract, agreement or other document are summaries of
such contracts, agreements or documents and are not complete descriptions of all of their terms. If we filed any of these documents as
an exhibit to this annual report or to any previous filling with the Securities and Exchange Commission, you may read the document itself
for a complete recitation of its terms.

 Except
for the historical information contained in this annual report, the statements contained in this annual report are "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, or the Exchange Act, as amended, and the Private Securities Litigation Reform Act of 1995, as amended, with respect to our
business, financial condition and results of operations. Such forward-looking statements reflect our current view with respect to future
events and financial results. We urge you to consider that statements which use the terms "anticipate," "believe,"
"do not believe," "expect," "plan," "intend," "estimate," "anticipate"
and similar expressions are intended to identify forward-looking statements. 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. Such forward-looking
statements are also included in Item 1. "Business" and Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations." 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 update or revise any forward-looking statements to reflect new information,
future events or circumstances, or otherwise after the date hereof. We have attempted to identify significant uncertainties and other
factors affecting forward-looking statements in the Risk Factors section that appears in Item 1A. "Risk Factors."

 We
operate on a fiscal year ending on the Saturday closest to December 31. Fiscal years for the financial statements included herein are
the fifty-two week periods ended December 30, 2023 (fiscal 2023) and December 31, 2022 (fiscal 2022).

 PART
I

 Item
 1.

 Business.

 GENERAL

 We
are engaged in the development, production and marketing of TOFUTTI brand plant-based, dairy free frozen dessert and
cheese products that contain no butterfat or cholesterol and use soy and other vegetable proteins. Our products are 100% dairy free,
but offer consumers the same texture and full-bodied taste as their dairy counterparts. Our cholesterol free products derive their fat
from corn and palm oils, each naturally lower in saturated fat than dairy products. All of our products are completely vegan and our
vegan cheese products are gluten free as well. In addition, all of our products are certified Kosher-parve and all of our vegan cheese
products are also certified Halal.

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

 STRATEGY

 Our
objective is to be a leading provider of plant-based, dairy free food products, primarily cheese products and frozen desserts, to supermarkets,
health food stores, and food service customers in the United States and abroad. We intend to continue to introduce new plant-based products
that offer good taste while containing no butterfat, cholesterol or dairy to these markets.

 We
focus our marketing efforts towards those consumers who find our products essential to their everyday diets because of health, lifestyle
or religious reasons. As part of this strategy, we seek to achieve brand awareness through product innovation, eye-catching packaging,
trade advertising and promotion, and a strong word-of-mouth marketing program. We believe that our ability to offer a wide range of dairy
free, vegan, and Kosher-parve products will continue to provide us with a competitive advantage.

PRODUCT LINE

 We
offer a broad product line of plant-based, dairy free vegan products that use soy or other vegetable-based proteins. Our dairy free products
include spreads, frozen desserts, and cheese slices.

 Dairy
Free Vegan Cheese Products

 BETTER
 THAN CREAM CHEESE is similar in taste and texture to traditional cream cheese, but is dairy free, butterfat-free,
 gluten-free and contains no cholesterol. It is as versatile as real cream cheese, whether spread on a bagel, used as a dip for snack
 items, such as crackers or chips, or used in any favorite recipe. BETTER THAN CREAM CHEESE comes in four flavors; plain, Herb
 & Chives, Smoked, and Garlic & Herb that are available in 8 oz. retail packages. The plain is also available in 5 lb. containers
 and 30 lb. bulk boxes for food service customers. BETTER THAN CREAM CHEESE is available nationally in many health food stores,
 select supermarkets, and food service outlets.

 WHIPPED BETTER THAN CREAM CHEESE is the whipped version of our original BETTER THAN CREAM CHEESE available in a 14 oz.
 container. It is available in many supermarkets and health food stores.

 BETTER
 THAN SOUR CREAM is similar in taste and texture to traditional sour cream, but is dairy free, butterfat-free,
 gluten-free and contains no cholesterol. BETTER THAN SOUR CREAM has the versatility of sour cream with the added benefit of
 being dairy free. The 12 oz. retail packages are available in plain and Guacamole, French Onion and Roasted Garlic flavors. The plain
 version is also available in 5 lb. containers for food service customers. Like BETTER THAN CREAM CHEESE, BETTER THAN SOUR CREAM
 is available nationally in many health food stores, select supermarkets and food service outlets.

 AMERICAN VEGAN CHEESE SLICES offer consumers a delicious dairy free, gluten-free, vegan alternative to regular cheese
 slices and contain no trans fatty acids. Available as individually wrapped slices in 8 oz. packages, TOFUTTI AMERICAN VEGAN CHEESE
 SLICES are sold in most health food stores and select supermarkets.

 BETTER
 THAN RICOTTA CHEESE, our dairy free ricotta cheese alternative, offers consumers a dairy-free and gluten-free
 alternative that tastes and works just like real ricotta cheese in all their favorite recipes. Available in 14 oz. retail containers,
 BETTER THAN RICOTTA is available nationally in supermarkets and health food stores.

 Frozen
Desserts

 Premium
 TOFUTTI dairy free frozen dessert, available in pre-packed 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 dairy free
 frozen dessert to be marketed to the general public through supermarkets. We currently offer six flavors of premium, hard frozen
 TOFUTTI in pints, three flavors in three-gallon bulk cans and one soft-serve flavor, vanilla.

 CUTIES, our best-selling frozen dessert product, are bite size frozen sandwiches combining a choice of one of
 three different fillings between two chocolate wafers. Half the size of traditional ice cream sandwiches, TOFUTTI CUTIES offer
 consumers a portion-controlled treat. Unlike ice cream sandwiches, CUTIES are totally dairy free, without butterfat or cholesterol,
 yet with the same great taste that makes ice cream sandwiches one of the bestselling novelties in the freezer case. Tofutti Cuties
 come in three flavors: vanilla, chocolate and mint chocolate chip.

 MARKETING
AND DISTRIBUTION

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. Our products are sold by independent unaffiliated food brokers
to distributors and sometimes on a direct basis to retail chain accounts or to warehouse accounts that directly service chain accounts.
Such direct accounts include Kroger, Giant Eagle, DeMoulas/Market Basket, and Wakefern Food Corp. Food brokers act as our agents within
designated territories or for specific accounts and receive commissions, which average 4% of net collected sales. Certain key domestic,
Kosher, and food service accounts and all international accounts are handled directly by us.

 We
currently sell our dairy-free vegan cheese products and frozen dessert products in most major markets in the United States, including
Atlanta, Baltimore, Boston, Charlotte, Chicago, Cincinnati, Cleveland, Dallas, Denver, Detroit, Houston, Jacksonville, Kansas City, Los
Angeles, Miami, Milwaukee, Minneapolis, Nashville, New York, Orlando, Philadelphia, Phoenix, Portland, Richmond, Salt Lake City, San
Diego, San Francisco, Seattle, St. Louis, Tampa and Washington, D.C. Our products are also sold in approximately twelve other countries.

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

 We
currently distribute most of our products by allowing customers to pick-up products from outside storage facilities. We do not own, lease
or otherwise maintain any vehicles involved in the shipping of our products. From our co-packing facilities, we either ship direct to
our customers or we ship to outside public storage facilities from where our customers are able to pick up their orders. Use of outside
storage facilities in several key locations in the United States allows us to provide our customers with products in a timely fashion.
Currently, we use one warehouse in New jersey for our cheese products and one warehouse in Pennsylvania for our frozen dessert products.
We use one warehouse in northern California for both categories of products.

 Our
sales to health food accounts in fiscal 2023 decreased to $4,476,000 from approximately $6,527,000 in fiscal 2022. Sales to health food
accounts in fiscal 2023 and 2022 was 44% and 51% of total sales respectively. Sales to foreign distributors decreased to $1,219,000,
or 12% of sales, in fiscal 2023, from $1,572,000, or 12% of sales, in fiscal 2022. Our sales to the Kosher market decreased to $711,000
in fiscal 2023, from sales of approximately $754,000 in fiscal 2022. Sales to Kosher market markets in fiscal 2023 were 7% of sales compared
to 6% of sales in fiscal 2022.

 The
following table presents the geographical breakdown of our sales in our largest domestic markets for the last two fiscal years.

 Fiscal Year ended

 Fiscal Year ended

 Sales

 % of total Sales

 Sales

 % of total Sales

 (Dollars in thousands)

 Metropolitan New York

 $
 2,576

 %

 $
 2,391

 %

 Midwest

 1,133

 %

 1,854

 %

 California

 1,090

 %

 2,011

 %

 Northwest

 %

 %

 Mid-Atlantic

 %

 %

 New England

 %

 %

 Upstate New York

 %

 %

 Florida

 %

 %

 Southwest

 %

 %

 Southeast

 %

 %

 Rocky Mountains

 %

 %

fiscal 2023, we shipped our products to distributors in Australia, Canada, Egypt, the UK, France, Israel, Mexico, and Panama. Sales to
foreign distributors decreased to $1,219,000, or 12% of sales, in fiscal 2023, from $1,572,000, or 12% of sales, in fiscal 2022. We conduct
all of our foreign business in U.S. dollars. Our future export sales could be adversely affected by an increase in the value of the U.S.
dollar against local currencies, which could increase the local currency price of our products.

 COMPETITION

frozen desserts compete with all forms of ice cream products, yogurt-based desserts and other plant-based frozen desserts. Other plant-based
frozen dessert products are presently being sold throughout the United States by established distributors of ice cream and other frozen
dessert products. Similarly, our cheese products compete with all types of cheese products, both plant-based and dairy. The cheese and
frozen dessert categories are highly competitive and most companies with whom we compete are substantially larger and have significantly
greater resources than us. Our products face substantial competition from dairy free and dairy products marketed by companies with significantly
greater resources than we have.

 In
most product categories, we compete not only with widely advertised branded products, but also with generic and private label products
that are generally sold at lower prices. Competition in our product categories is based on product innovation, product quality, price,
brand recognition and loyalty, effectiveness of marketing, promotional activity, and the ability to identify and satisfy consumer preferences.
Our market share and ability to grow our revenue could also be adversely impacted if we are not successful in introducing innovative
products in response to changing consumer demands or by new product introductions of our competitors. If we are unable to build and sustain
brand equity by offering recognizably superior product quality, we may be unable to maintain premium pricing over competitive products.
Sales of our plant-based cheese products have been significantly negatively impacted by increased competition with the introduction of
new vegan cheese products from a number of other companies. Our future product sales of plant based cheese products could be negatively
impacted by the further introduction of other competitive products.

 PRODUCT
DEVELOPMENT

 All
of our current products were developed by us in our own laboratory. In fiscal 2023 and 2022, our product development expenses were approximately
$166,000 and $143,000, respectively. We currently do not intend to reopen the laboratory to its previous level of operations. However,
all required quality control requirements are still being performed as needed. All product development costs are expensed as incurred
and are recorded as operating expenses in our financial statements.

 PRODUCTION

 All
of our products are produced by co-packers to whom we supply certain key ingredients and packaging for the manufacturing processes. Our
co-packing facilities are fully licensed and must comply with all state and federal laws and regulations. Additionally, our production
facilities are certified as SQF facilities. The Safe Quality Food (SQF) Program is a rigorous and credible safety and quality program
of on-going audits and certifications that is being required by more and more food distributors and retailers before they will accept
a new food product into their facility or store. We currently utilize four co-packers, all of whom were able to continue the production
of our products during the course of the COVID-19 pandemic. Our co-packers manufacture and package our products and, in certain instances,
warehouse such products pending shipment. For certain key product categories, such as dairy free vegan cheeses and dairy free frozen
desserts, we have more than one co-packer. In selecting an appropriate co-packer, we take into account all of the preceding factors,
plus cost considerations such as product processing fees and freight and warehouse expenses.

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

 For
the fiscal years ended December 30, 2023 and December 31, 2022, we purchased approximately 57% and 49% of our finished goods, respectively,
from Franklin Foods, our co-packer for our BETTER THAN CREAM CHEESE, WHIPPED BETTER THAN CREAM CHEESE, SOUR SUPREME, and BETTER
THAN RICOTTA products, and 9% and 14%, respectively, of our finished goods from College Circle Creamery (formerly Luke's Ice
Cream), our frozen dessert novelty co-packer.

 Relationships
with Co-Packers

 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 co-packers decide to terminate their relationships
with us. Nevertheless, any disruption in supply could have a material adverse effect on our company.

 In
order to protect our formulas, we have entered into confidentiality arrangements with our co-packers and some of our co-packers'
employees. All of our employees, including officers, sign similar confidentiality agreements. There can be no assurance that such confidentiality
arrangements can or will be maintained, or that our trade secrets, know-how and marketing ability cannot be obtained by others, or that
others do not now possess similar or even more effective capabilities.

 Kosher
Certification

 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 pay a yearly renewal fee for certification and ongoing fees throughout the year for supervisory
services for each production run. 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.

 Halal
Certification

 In
early 2013, we completed a Halal certification process at Franklin Foods, the co-packer of our BETTER THAN CREAM CHEESE, WHIPPED
BETTER THAN CREAM CHEESE, BETTER THAN SOUR CREAM and BETTER THAN RICOTTA products and at Whitehall Specialties, the co-packer
of our vegan cheese slices. This certification is provided by the Islamic Food and Nutrition Council of America (IFANCA) of Park Ridge,
Illinois and currently applies only to those products manufactured by Franklin Foods and Whitehall Specialties. Before IFANCA will permit
its certification to be placed on a product, which is evidenced by its symbol, IFANCA must approve both the ingredients contained in
the product and the facility processing the product. Approval of the manufacturing facilities we use includes periodic inspections. There
is a yearly renewal fee for certification. All TOFUTTI vegan cheese products meet the requirements for certification
as Halal.

 TRADEMARKS
AND PATENTS

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

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

 GOVERNMENT
REGULATION

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

 Our
United States product labels are subject to regulation by the United States Food and Drug Administration, or the FDA. Such regulations
include standards for product descriptions, nutritional claims, label format, minimum type sizes, content and location of nutritional
information panels, nutritional comparisons, and ingredient content panels. Our labels, ingredients and manufacturing processes are subject
to inspection by the FDA. During 2022, we re-designed all our packaging including updating our nutritional and ingredient panels to conform
to the labeling requirements of the Food Safety Modernization Act. We believe that we are in compliance with current labeling requirements
and conduct periodic reviews to make certain that such compliance is on-going.

 The
Food, Drug and Cosmetic Act, the Food Safety Modernization Act and rules and regulations promulgated by the FDA thereunder, contain no
specific Federal standard of identity which is applicable to our products. Our 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. Additionally, many of our major
customers now require that any food products that they purchase be produced in Safe Quality Food, or SQF, manufacturing facilities. The
SQF program is recognized by the Global Food Safety Initiative and provides a rigorous system to manage food safety risks and provide
safe products use by companies in the food industry. All of our current co-packers are SQF certified or have completed the certification
process and are awaiting final approval by the certifying organization.

 Food
manufacturing facilities are subject to inspections by various safety, health and environmental regulatory authorities. A finding of
a failure to comply with one or more regulatory requirements can result in the imposition of sanctions including the closing of all or
a portion of a company's facilities, subject to a period during which the company can remedy the alleged violations. Our Cranford,
New Jersey facility is subject to inspection by the New Jersey-Kosher Enforcement Bureau and the New Jersey Environmental Health Services.
We believe that we, our distributors and our 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.

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

 EMPLOYEES

 We
have successfully operated our business with a limited number of employees for over a decade. We employed five persons as of December
30, 2023 and December 31, 2022 on a full-time basis. We consider our employees to be among the most valuable assets of our company.

 We
believe that an engaged workforce is key to maintaining our ability to innovate. We are committed to providing a safe work environment
for our employees in compliance with applicable regulations.

 We
do not have any collective bargaining agreements with our employees.

 Item
 1A.

 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 occur, 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.

 Risks
Related to Our Business

 David
Mintz, our founder, Chairman of the Board, Chief Executive Officer and the developer of all of our products died in February 2021 and
we may be unable to adequately replace him.

 On
February 24, 2021, David Mintz, our founder, Chief Executive Officer and Chairman of the Board of Directors, passed away. Steven Kass,
Chief Financial Officer, was appointed CEO by our Board of Directors and was confirmed as permanent CEO by the Board on April 27, 2021.
We presently do not intend to employ a successor to Mr. Mintz in his role as our head of research and development. The loss of his services
could have a material adverse effect on our business and results of operations.

 We
depend on a limited number of suppliers for ingredients, packaging materials and the production of our products.

 We
depend on a limited number of suppliers for ingredients, packaging materials and the production of our products. We do not produce any
of our own products. For the fiscal years ended December 30, 2023 and December 31, 2022, we purchased approximately 57% and 49%, respectively,
of our finished goods from Franklin Foods, including our BETTER THAN CREAM CHEESE, WHIPPED BETTER THAN CREAM CHEESE, BETTER THAN SOUR
CREAM, and BETTER THAN RICOTTA products, and purchased approximately 9% and 14%, respectively, of our finished goods from
College Circle Creamery (formerly Luke's Ice Cream), our frozen dessert novelty co-packer. Any disruption in supply could have
a material adverse effect on our company.

 We
have little control over the suppliers of ingredients to our co-packers. Disruptions in these relationships may reduce our sales and
revenues. Overall difficulty of suppliers meeting product demand, interruptions in the supply chain, obstacles or delays in the process
of renegotiating or renewing agreements with preferred suppliers, financial difficulties experienced by suppliers, or the deficiency,
lack, or poor quality of alternative suppliers could adversely impact our sales which, in turn, would adversely affect our business and
operating results. We believe that, if necessary, we could obtain available alternative sources of supply for each of our products. Depending
on the product, that might entail using more than one source of supply.

 Our
operations may be adversely affected by failure to maintain or renegotiate distribution, supply or manufacturing agreements on favorable
terms.

 We
have a number of distribution, supply and co-packing agreements for our suppliers and products. These agreements vary depending on the
particular supplier and/or product. There can be no assurance that we will be able to renew these agreements on favorable terms or that
these agreements will not be terminated. Termination of these agreements or failure to renew these agreements on favorable terms could
have a negative effect on our results of operations and financial condition.

 We
may not be able to achieve and maintain profitable operations in the future. We may not have sufficient working capital to fund our operations
in the future.

 We
had negative cash flow from operations of $225,000 for the year ended December 30, 2023 and as of December 30, 2023, we had $837,000
in cash and our working capital was $3,861,000 as compared to $1,072,000 in cash and $3,625,000 working capital at December 31,
2022. The lack of sufficient working capital in the past has negatively impacted our ability to introduce and adequately promote new
products. To the extent that we incur operating losses in the future or are unable to generate free cash flows from our business, we
may not have sufficient working capital to fund our operations and will be required to obtain additional financing. Such financing
may not be available, or, if available, may not be on terms satisfactory to us. If adequate funds are not available to us, our
business, and results of operations and financial condition will be adversely affected.

 Our
operating costs are subject to fluctuations which could affect our business results.

 The
principal raw materials that we use are commodities that experience price volatility caused by external conditions such as weather, product
scarcity, limited sources of supply, commodity market fluctuations, currency fluctuations, changes in governmental agricultural and energy
policies and regulations. Commodity price changes may result in unexpected increases in raw material, packaging, and energy costs. Therefore,
our success is dependent, in part, on our continued ability to manage these fluctuations through pricing actions, cost savings projects
and sourcing decisions. In the manufacturing and general overhead areas, we need to maintain key manufacturing and supply arrangements,
including any key sole supplier and manufacturing plant arrangements.

 Successful
customer relationships are vital to our business and continued growth.

 We
must maintain strong relationships with our existing customers and build relationships with new customers in order to ensure our products
are well presented to our consumers and available for purchase in major markets. The strength of our customer relationships also affects
our ability to obtain pricing and competitive trade terms. Failure to maintain strong relationships with customers could negatively impact
our terms of business with affected customers and reduce the availability of our products to consumers.

 We
rely on Steven Kass, our Chief Executive and Financial Officer to manage our business.

 Our
future success is significantly dependent on the services of Steven Kass (age 72), our Chief Executive and Financial Officer. The loss
of his services would have a material adverse effect on our business and results of operations.

 As
a branded goods business, our success depends on the value and relevance of our brand and products to consumers and on our ability to
innovate and remain competitive.

 Consumer
tastes, preferences and behaviors are constantly changing and our ability to anticipate and respond to these changes and to continue
to maintain loyalty to our brand and products is vital to our business. If we are unable to innovate effectively, our sales or margins
could be materially adversely affected.

 The
successful introduction of innovative products and packaging on a periodic basis has become increasingly important to our ability to
maintain and grow our sales. Accordingly, the continued acceptance of our current products and the future degree of market acceptance
of any of products, which may be accompanied by significant promotional expenditures, is likely to have an important impact on our future
financial results.

 Our
suppliers are subject to federal, state and local government regulations that could adversely affect our business and financial position.

 Virtually
all food manufacturing operations are subject to regulation by various federal, state and local government entities and agencies. As
producers of food products for human consumption, our suppliers are subject to stringent production, packaging, quality, labeling and
distribution standards, including regulations mandated by the Federal Food, Drug and Cosmetic Act, the Food Safety Modernization Act,
the FDA, OSHA, the EPA and the USDA. Future regulation by various federal, state or local governmental entities or agencies could, among
other things, increase our suppliers' cost of production, cause them to incur unexpected expenditures or encumber productivity,
any of which may adversely affect our business and financial results.

 We
may not be able to compete effectively in the highly competitive dairy free frozen dessert, cheese and health food markets.

 The
plant-based, dairy free frozen dessert, cheese and health food markets are highly competitive. 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 dairy free frozen dessert and dairy free cheese
food categories in supermarkets and other retail food outlets. Competition in our product categories is based on product innovation,
product quality, price, brand recognition and loyalty, effectiveness of marketing, promotional activity, and the ability to identify
and satisfy consumer preferences. Our market share and ability to grow our revenue could also be adversely impacted if we are not successful
in introducing innovative products in response to changing consumer demands or by new product introductions of our competitors. If we
are unable to build and sustain brand equity by offering recognizably superior product quality, we may be unable to maintain premium
pricing over competitive products.

 From
time to time, we and our customers experience price pressure in some of our markets as a result of competitors' promotional pricing
practices as well as general market conditions. Our failure to match or exceed our competitors' cost reductions through innovative
products and other improvements could weaken our competitive position. Competition is based on product quality, reliability, food safety,
distribution effectiveness, brand loyalty, price, effective promotional activities, the ability to identify and satisfy emerging consumer
preferences and the ability to provide ancillary support services. We may not be able to compete effectively with these larger, more
diversified companies.

 A
material change in consumer demand for our products could have a significant impact on our business.

 We
are a consumer food products company and rely on continued demand for our products. To achieve business goals, we must develop and sell
products that appeal to consumers. If demand and growth rates fall substantially below expected levels or our market share declines significantly
in these businesses, our results could be negatively impacted. This could occur due to unforeseen negative economic or political events
or to changes in consumer trends and habits.

 Breaches
of network or information technology security could have an adverse effect on our business.

 We
rely heavily on IT systems to manage critical functions such as operations, data storage and retrieval, revenue recognition, budgeting,
forecasting, financial reporting and other administrative functions. Cyber-attacks or other breaches of network or information technology,
or IT, may cause equipment failures or disrupt our systems and operations. In particular, both unsuccessful and successful cyber-attacks
on companies have increased in frequency, scope and potential harm in recent years. A party who is able to compromise the security measures
on our networks or the security of our infrastructure could, among other things, misappropriate our proprietary information and the personal
information of our customers and employees, cause interruptions or malfunctions in our or our customers' operations, cause delays
or interruptions to our ability to meet customer needs, cause us to breach our legal, regulatory or contractual obligations, create an
inability to access or rely upon critical business records or cause other disruptions in our operations. These breaches may result from
human errors, equipment failure, or fraud or malice on the part of employees or third parties. Our exposure to cybersecurity threats
and negative consequences of cybersecurity breaches will likely increase as we store increasing amounts of customer data. While no actual
or attempted attacks have had a material impact on our operations or financial condition, we cannot provide any assurance that our business
operations will not be negatively materially affected by such attacks in the future.

 We
seek to protect against such threats and may be required to expend significant financial resources to alleviate problems caused by physical,
electronic, and cyber security breaches. As techniques used to breach security are growing in frequency and sophistication and are generally
not recognized until launched against a target, regardless of our protection efforts, we may not be able to implement security measures
in a timely manner or, if and when implemented, these measures could be circumvented. Any breaches that may occur could expose us to
increased risk of lawsuits, loss of existing or potential future customers, harm to our reputation and increases in our security costs,
which could have a material adverse effect on our financial performance and operating results.

 In
the event of a breach resulting in loss of data, such as personally identifiable information or other such data protected by data privacy
or other laws, we may be liable for damages, fines and penalties for such losses under applicable regulatory frameworks despite not handling
the data. Furthermore, if a high-profile security breach or cyber-attack occurs with respect to another provider of mission-critical
data center facilities, our customers and potential customers may lose trust in the security of these business models generally, which
could harm our reputation and brand image as well as our ability to retain existing customers or attract new ones. In addition, the regulatory
framework around data custody, data privacy and breaches vary by jurisdiction and is an evolving area of law. We may not be able to limit
our liability or damages in the event of such a loss.

 While
we maintain insurance coverage for some of these events, the potential liabilities associated with these events could exceed the insurance
coverage we maintain. A failure to protect the privacy of customer and employee confidential data against breaches of network or IT security
could result in damage to our reputation. Any of these occurrences could result in a material adverse effect on our results of operations
and financial condition.

 Economic
conditions adversely affecting consumer discretionary spending may negatively impact our business and operating results.

 We
believe that our revenues and profitability are strongly correlated to consumer discretionary spending, which is influenced by general
economic conditions, unemployment levels, and the availability of discretionary income. In an economic downturn our business and results
of operations could be materially and adversely affected.

 Our
operating results vary quarterly.

 S ales
to our major customers fluctuate widely from period to period and there is no way to accurately predict that their sales pattern from
one year will be repeated in the corresponding period of the next fiscal year. Due to the foregoing factors, in some future quarter our
operating results may be below the expectations of investors. In such event, it is likely that the price of our common stock would be
materially adversely affected.

 Global
climate change and legal, regulatory, or market measures to address climate change, may negatively affect our business, operations and
financial results.

 We
are subject to risks associated with the long-term effects of climate change on the global economy and on our industry in particular.
Extreme weather and natural disasters within or outside the United States, such as drought, wildfires, storms, changes in ocean currents
and flooding, could make it more difficult and costly for us to manufacture and deliver our products to our customers, obtain raw materials
from our suppliers, or perform other critical corporate functions. In particular, if such climate change impacts negatively affect agricultural
productivity, we may be subject to decreased availability or less favorable pricing from certain commodities that are necessary for our
products. Adverse weather conditions and natural disasters could reduce crop size and crop quality, which could reduce our supplies of
raw materials, lower recoveries of usable raw materials, increase the prices of our raw materials, increase our costs of storing and
transporting raw materials, or disrupt production schedules.

 There
is a growing societal concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse effect on global temperatures,
weather patterns and the frequency and severity of natural disasters. The increasing concern over climate change could result in new
domestic or international legal requirements for us to reduce greenhouse gas emissions and other environmental impacts of our operations,
improve our energy efficiency, or undertake sustainability measures that exceed those we currently pursue. Furthermore, such measures
may result in the taxation of greenhouse gas emissions. Any such regulatory requirements could cause disruptions in the manufacture of
our products and result in increased capital, procurement, manufacturing and distribution costs. Our reputation and brand could be harmed
if we fail, or are seen as having failed, to respond responsibly and effectively to changes in legal and regulatory measures adopted
to address climate change.

 In
addition, changing customer preferences may result in increased demands regarding packaging materials and other components in our products
and their environmental impact on sustainability. Further, customers may place increasing importance on purchasing products that are
sustainably grown and made. These demands may cause us to incur additional costs or make other changes to other operations to respond
to such demands, which could adversely affect our financial results.

 We
have no registered patents. The absence of patent protection could adversely affect our results of operations.

 We
rely upon the confidentiality of our formulas and our know-how rather than upon patent protection. There is no assurance that such confidentiality
can or will be maintained or that our know-how cannot be obtained by others or that others do not now possess similar or even more effective
capabilities. The failure to maintain the confidentiality of our know-how could adversely affect our operating results.

 Unanticipated
business disruptions could adversely affect our ability to provide our products to our customers.

 We
have a complex network of suppliers, co-manufacturing locations, distribution networks, and information systems that support our ability
to consistently provide our products to our customers. Factors that are hard to predict or beyond our control, such as weather, raw material
shortages, natural disasters, fires or explosions, terrorism, or health pandemics, such as the coronavirus, COVID-19, could damage or
disrupt our operations or our suppliers', co-manufacturers' or distributors' operations. These disruptions may require
additional resources to restore our supply chain or distribution network. If we cannot respond to disruptions in our operations, whether
by finding alternative suppliers or replacing capacity at key manufacturing or distribution locations, or if we are unable to quickly
repair damage to our information, production, or supply systems, we may be late in delivering, or be unable to deliver, products to our
customers and may also be unable to track orders, inventory, receivables, and payables. If that occurs, our customers' confidence
in us and long-term demand for our products could decline. Any of these events could materially and adversely affect our product sales,
financial condition, and operating results.

 We
are subject to risks associated with international operations.

 In
fiscal 2023, approximately 12% of our revenues were from international sales. Although we intend to expand our international operations,
we cannot be certain that we will be able to maintain or increase international market demand for our products. To the extent that we
cannot do so in a timely manner, our business, operating results and financial condition will be adversely affected. International operations
are subject to inherent risks, including the following:

 different
 and changing regulatory requirements in the jurisdictions in which we currently operate or may operate in the future;

 the
 impact of possible recessionary environments in multiple foreign markets;

 export
 restrictions, tariffs and other trade barriers;

 difficulties
 in managing and supporting foreign operations;

 longer
 payment cycles;

 difficulties
 in collecting accounts receivable;

 political
 and economic changes, hostilities and other disruptions in regions where we currently sell our products or may sell our products
 in the future;

 seasonal
 reductions in business activities.

 Negative
developments in any of these areas in one or more countries could result in a reduction in demand for our products, the cancellation
or delay of orders already placed, difficulty in collecting receivables, and a higher cost of doing business, any of which could adversely
affect our business, results of operations or financial condition.

 We
may be adversely affected by fluctuations in currency exchange rates.

 Our
foreign transactions are always 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. There can be no assurance such fluctuations
in the future will not materially and adversely affect our revenues from international sales and, consequently, our business, operating
results and financial condition.

 Incidents
involving food-borne illnesses, food tampering, or food contamination involving our products or our supply chain could create negative
publicity and significantly harm our operating results.

 While
we, our ingredient suppliers and our co-packers dedicate substantial resources to food safety matters to enable customers to enjoy safe,
quality food products, food safety events, including instances of food-borne illness (such as salmonella or E. Coli), have occurred in
the food industry in the past, and could occur in the future. Instances or reports, whether true or not, of food-safety issues, such
as food-borne illnesses, food tampering, food contamination or mislabeling, either during the growing, manufacturing, packaging, storing,
or preparation of products, have in the past severely injured the reputations of companies in the frozen desert and dairy sectors and
could affect us as well. Any report linking us, our suppliers or co-packers to food-borne illnesses or food tampering, contamination,
mislabeling, or other food-safety issues could damage the value of our brands immediately and severely hurt sales of our products and
possibly lead to product liability claims, litigation (including class actions), or other damages. In addition, food safety incidents,
whether or not involving our brands, could result in negative publicity for the industry or market segments in which we operate. Increased
use of social media could create and/or amplify the effects of negative publicity. This negative publicity may reduce demand for our
products.

 Food
safety and food-borne illness incidents may materially adversely affect our business by exposing us to lawsuits, product recalls or regulatory
enforcement actions, increasing our operating costs and reducing demand for our product offerings.

 Selling
food for human consumption involves inherent legal and other risks, and there is increasing governmental scrutiny of and public awareness
regarding food safety. Unexpected side effects, illness, injury or death related to allergens, food-borne illnesses or other food safety
incidents caused by products we sell, or involving our suppliers or co-manufacturers, could result in the discontinuance of sales of
these products or our relationships with such suppliers or co-manufacturers, or otherwise result in increased operating costs, regulatory
enforcement actions or harm to our reputation. Shipment of adulterated or misbranded products, even if inadvertent, can result in criminal
or civil liability. Such incidents could also expose us to product liability, negligence or other lawsuits, including consumer class
action lawsuits. Any claims brought against us may exceed or be outside the scope of our existing or future insurance policy coverage
or limits. Any judgment against us that is more than our policy limits or not covered by our policies or not subject to insurance would
have to be paid from our cash reserves, which would reduce our capital resources.

 The
occurrence of food-borne illnesses or other food safety incidents could also adversely affect the price and availability of affected
ingredients, resulting in higher costs, disruptions in supply and a reduction in our sales. Furthermore, any instances of food contamination
or regulatory noncompliance, whether or not caused by our actions, could compel us, our suppliers, our distributors or our customers,
depending on the circumstances, to conduct a recall in accordance with FDA regulations, comparable state laws or foreign laws. Food recalls
could result in significant losses due to their costs, the destruction of product inventory, lost sales due to the unavailability of
the product for a period of time and potential loss of existing distributors or customers and a potential negative impact on our ability
to attract new customers due to negative consumer experiences or because of an adverse impact on our brand and reputation. The costs
of a recall could exceed or be outside the scope of our existing or future insurance policy coverage or limits.

 In
addition, food companies have been subject to targeted, large-scale tampering as well as to opportunistic, individual product tampering,
and we, like any food company, could be a target for product tampering. Forms of tampering could include the introduction of foreign
material, chemical contaminants and pathological organisms into consumer products as well as product substitution. FDA regulations require
companies like us to analyze, prepare and implement mitigation strategies specifically to address tampering (i.e., intentional adulteration)
designed to inflict widespread public health harm. If we do not adequately address the possibility, or any actual instance, of intentional
adulteration, we could face possible seizure or recall of our products and the imposition of civil or criminal sanctions, which could
materially adversely affect our business, financial condition and operating results.

 Product
liability suits, if brought, could have a material adverse effect on our business.

 From
time to time in the normal course of our business, we become subject to product liability claims. If a product liability claim exceeding
our insurance coverage were to be successfully asserted against us, it could harm our business. We cannot assure you that such coverage
will be sufficient to insure against claims which may be brought against us, or that we will be able to maintain such insurance or obtain
additional insurance covering existing or new products. As a marketer of food products, we are subject to the risk of claims for product
liability. We maintain general product liability and umbrella insurance coverages and generally require that our co-packers maintain
product liability insurance naming us as a co-insured. Similarly, most of our customers require us to name them as additional insureds
as well, and in some cases we are required to sign hold harmless and indemnification agreements.

 Our
failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have an adverse
effect on our financial results and the market price of our common stock.

 The
Sarbanes-Oxley Act of 2002 imposes certain duties on us and our executives and directors. Our efforts to comply with the requirements
of Section 404 have resulted in increased general and administrative expense and a diversion of management time and attention, and we
expect these efforts to require the continued commitment of resources. Section 404 of the Sarbanes-Oxley Act requires us to provide management's
annual review and evaluation of our internal control over financial reporting in connection with the filing of our Annual Report on Form
10-K for each fiscal year. Based on our evaluation under the frameworks described above, our chief executive and financial officer concluded
that our internal control over financial reporting was ineffective as of December 30, 2023 because of the following material weaknesses
in internal controls over financial reporting:

 a
 continuing 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, including but not limited to accounting estimates, reserves,
 allowances, and income tax matters, in a timely manner.

 The
 limited size of the accounting department makes it impracticable to achieve an optimum separation of duties and monitoring of internal
 controls.

 Our
failure to maintain effective internal controls over financial reporting could result in investigation or sanctions by regulatory authorities
and could have a material adverse effect on our operating results, investor confidence in our reported financial information, and the
market price of our common stock.

 Risks
Relating to Our Common Stock

 Our
principal shareholder has the ability to control the policies and management of our company.

 The
estate of our founder, former Chairman of the Board and Chief Executive Officer, David Mintz, holds 2,630,440 shares of common stock
representing approximately 51.0% of the outstanding shares. As long as the estate maintains a controlling interest in our company, it
will have the ability to exercise a controlling influence over our business and affairs, including any determinations with respect to
potential mergers or other business combinations involving us, our acquisition or disposition of assets, our incurrence of indebtedness,
our issuance of any additional common shares or other equity securities, our repurchase or redemption of common shares and our payment
of dividends. Similarly, as long as the estate of Mr. Mintz has a controlling interest in our company, it will have the power to determine
the outcome of matters submitted to a vote of our shareholders, including the power to elect all of the members of our board of directors
and prevent an acquisition or any other change in control of us.

 Trading
on the OTCQB and OTCQX tier of the OTC Markets may be volatile and sporadic, which could depress the market price of our common stock
and make it difficult for our stockholders to resell their shares.

 On
October 24, 2016, our common stock began being quoted on the OTCQB tier of the electronic quotation system operated by OTC Markets. On
January 10, 2022, our common stock was upgraded to the OTCQX tier. Subsequent to fiscal year 2023, on January 2, 2024, our common stock
was downgraded to the OTCQB tier. Trading in stock quoted on the OTC Markets is often thin and characterized by wide fluctuations in
trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress
the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Markets is not a stock exchange,
and trading of securities on the OTC Markets is often more sporadic than the trading of securities listed on a quotation system like
NASDAQ or a stock exchange like the NYSE MKT. Accordingly, shareholders may have difficulty reselling any of their shares and the lack
of liquidity may negatively impact our ability to pursue strategic alternatives.

 Penny
stock rules will limit the ability of our stockholders to sell their stock.

 The
Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security
that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers
who sell to persons other than established customers and "accredited investors." The term "accredited investor"
refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities
and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's
account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer
orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these
rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and
receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the
level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny
stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor
interest in and limit the marketability of our common stock.

 The
Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a shareholder's
ability to buy and sell our stock.

 In
addition to the penny stock rules described above, FINRA has adopted rules that require that, in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative,
low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the
customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA
believes that there is a high probability that speculative, low-priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability
to buy and sell our stock and have an adverse effect on the market for its shares.

 Volatility
of the market price of our common stock could adversely affect our shareholders and us.

 The
market price of our common stock has been subject to fluctuations in the past and may be subject to wide fluctuations in response to
numerous factors, including the following:

 actual
 or anticipated variations in our quarterly operating results or those of our competitors;

 announcements
 by us or our competitors of new and enhanced products;

 developments
 or disputes concerning proprietary rights;

 introduction
 and adoption of new industry standards;

 market
 conditions or trends in our industry;

 announcements
 by us or our competitors of significant acquisitions;

 entry
 into strategic partnerships or joint ventures by us or our competitors;

 additions
 or departures of key personnel;

 political
 and economic conditions, such as a recession or interest rate or currency rate fluctuations or political events; and

 other
 events or factors in any of the countries in which we do business, including those resulting from war, incidents of terrorism, natural
 disasters, pandemics or responses to such events.

 In
addition, in recent years the stock market has been highly volatile. Many of these factors are beyond our control and may materially
adversely affect the market price of our ordinary shares, regardless of our performance. In the past, following periods of market volatility,
shareholders have often instituted securities class action litigation relating to the stock trading and price volatility of the company
in question. If we were involved in any securities litigation, it could result in substantial cost to us to defend and divert resources
and the attention of management from our business.

 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
 1B.

 Unresolved
 Staff Comments.

 None.

 Item
 2.

 Properties.

 Our
facilities are located in a 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 in
1999, but we continue to occupy the premises under the terms of that agreement, subject to a six-month notification period from 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
rent expense was $93,000 in fiscal 2023 and $86,000 in fiscal 2022. Our management believes that the Cranford facility will continue
to satisfy our space requirements for the immediate future. We rent warehouse storage space at various outside facilities. Outside warehouse
expenses amounted to $339,000 and $363,000 during fiscal 2023 and 2022, respectively.

 Item
 3.

 Legal
 Proceedings.

 We
are not a party to any material litigation.

 Item
 4.

 Mine
 Safety Disclosures.

 Not
applicable.

 PART
II

 Item
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Our
common stock was listed on the American Stock Exchange, or the AMEX, on October 29, 1985 and traded on the AMEX or its successor, NYSE
MKT, under the symbol TOF, until October 24, 2016 when our common stock began to be quoted on the OTCQB tier of the electronic
quotation system operated by OTC Markets under the symbol TOFB. On January 10, 2022, our stock was upgraded to the OTCQX tier. On January
2, 2024, our common stock was downgraded to the OTCQB tier.

 Holders
of Record

 As
of March 25, 2024, there were approximately 277 direct holders of record of our common stock.

 Dividends

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

 2014
Equity Incentive Plan

 Our
shareholders adopted our 2014 Equity Incentive Plan (the "Plan") on June 10, 2014. 250,000 non-qualified option awards were
granted in the fiscal year ended December 31, 2022, which remain outstanding as of December 30, 2023.

 The
Plan provides for grants of various types of awards ("Awards") that are designed to attract highly qualified employees and
directors who will contribute to the success of the company and to provide incentives to participants in this Plan that are linked directly
to increases in shareholder value which will, therefore, inure to the benefit of all of our shareholders. The Plan will expire on June
9, 2024. The Plan makes 250,000 shares of our common stock available for Awards under the Plan. The Plan also permits performance-based
Awards paid under the Plan to be tax deductible to the company as "performance-based compensation" under Section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code").

 Administration

 The
Plan is administered in accordance with the requirements of Section 162(m) of the Code (but only to the extent necessary and desirable
to qualify Awards under the Plan as "performance-based compensation" under Section 162(m) and, to the extent applicable,
Rule 16b-3 under the Exchange Act ("Rule 16b-3"), by the Board or, at the Board's sole discretion, by the compensation
or any other committee of the Board, as appointed by the Board (the "Administrator").

 Eligible
Participants

 Incentive
stock options, or ISOs, may be granted only to employees (including officers and directors who are also employees) of the company. Options
and stock appreciation rights may be granted only to eligible participants as to whom company shares constitute "service recipient
stock," within the meaning of the regulations under Section 409A of the Code. All other Awards may be granted to employees, officers
and directors of the company. An Eligible Participant may be granted more than one Award under the Plan.

 The
Plan allows us to grant ISOs to our employees and non-statutory stock options, stock appreciation rights, restricted stock, performance
grants, stock bonuses and any other types of equity-based awards to our employees, officers and directors. We believe that our ability
to grant this broad array of equity incentives is critical to secure, retain and motivate our employees and directors and to respond
to market conditions and best practices, while at the same time balancing such issuances and the potential dilution to our stockholders.

 No
options or stock appreciation rights were exercised in the two fiscal years ended December 30, 2023 and December 31, 2022. There are
currently 250,000 outstanding non-qualified stock options.

 Sales
of Unregistered Securities

 There
were no sales of unregistered securities during fiscal 2023.

 Purchase
of Equity Securities by the Issuer and Affiliates

 We
did not purchase any shares of our common stock in the thirteen weeks ended December 30, 2023 (the fourth quarter of fiscal 2023).

 Item
 6.

 Reserved.

 Item
 7.

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

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

 Critical
Accounting Policies

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

 Revenue
Recognition. We primarily sell plant-based, dairy-free soy-based cheeses and frozen desserts. We recognize revenue when control over
the products transfers to our customers, deemed to be the performance obligation, which generally occurs when the product is shipped
or picked up from one of our distribution locations by the customer. We account for product shipping, handling and insurance as fulfillment
activities with revenues for these activities recorded within net revenue and costs recorded within cost of sales. Revenues are recorded
net of trade and sales incentives and estimated product returns. Known or expected pricing or revenue adjustments, such as trade discounts,
rebates or returns, are estimated at the time of sale. We base these estimates of expected amounts principally on historical utilization
and redemption rates. Estimates that affect revenue, such as trade incentives and product returns, are monitored and adjusted each period
until the incentives or product returns are realized.

 Key
sales terms, such as pricing and quantities ordered, are established on a frequent basis such that most customer arrangements and related
incentives have a one year or shorter duration. As such, we do not capitalize contract inception costs and we capitalize product fulfillment
costs in accordance with U.S. GAAP and our inventory policies. We generally do not have any unbilled receivables at the end of a period.

 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 and reserve
for sales promotions. 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 net realizable value 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. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date. A valuation allowance is recorded if there is uncertainty as to the realization of deferred
tax assets. 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.

 Recent
Accounting Pronouncements

 Our
company considers the applicability and impact of all Accounting Standard Updates ("ASUs"). ASUs not discussed below were
assessed and determined to be either not applicable or are expected to have minimal impact on our balance sheets or statements of operations.

 In
June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) Measurement of Credit Losses on Financial
Instruments. The amendments in this Update require a new topic to be added (Topic 326) to the Accounting Standards Codification ("ASC")
and removes the thresholds that entities apply to measure credit losses on financial instruments measured at amortized cost, such as
loans, trade receivables, reinsurance recoverables, and off-balance-sheet credit exposures, and held-to-maturity securities. Under current
U.S. GAAP, entities generally recognize credit losses when it is probable that the loss has been incurred. The guidance under ASU 2016-13
will remove all current recognition thresholds and will require entities under the new current expected credit loss ("CECL")
model to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the
amount of amortized cost that an entity expects to collect over the instrument's contractual life. The new CECL model is based
upon expected losses rather than incurred losses. The ASU is effective for fiscal years beginning after December 15, 2022, including
interim periods within those fiscal years. The adoption and implementation of this ASU has not had a material effect on our financial
statements.

 Key
Factors Affecting Our Business

 Our
operations and the operating metrics discussed below have been and will likely continue to be affected by certain key factors as well
as certain historical events and actions. The key factors affecting our business and results of operations include among others, our
lack of sufficient working capital, dependence on a few key distributors for a significant portion of our sales, dependence on several
key suppliers to produce our products, our reliance on a limited number of key executives to manage our business and significant competition
from better capitalized competitors. For further discussion of the factors affecting our results of operations, see "Risk Factors."

 We
may not be able to maintain profitability in the future and may not have sufficient working capital to fund our operations in the future.

 We
reported a net loss of $366,000 in fiscal 2023, and have not been consistently profitable in recent years. Our cash decreased to $837,000
as of December 30, 2023 from $1,072,000 as of December 31, 2022 and our working capital decreased to $3,440,000 as of December 30, 2023
from $3,625,000 as of December 31, 2022. The lack of sufficient working capital in the future could negatively impact our ability to
introduce and adequately promote new products. To the extent that we incur operating losses in the future or are unable to generate free
cash flows from our business, we may not have sufficient working capital to fund our operations and will be required to obtain additional
financing. Such financing may not be available, or, if available, may not be on terms satisfactory to us. If we are unable to maintain
revenues, we may not be able sustain profitable operations in the future or generate positive cash flows from our operations.

 We
depend on a few key distributors for a significant portion of our sales.

 A
significant portion of our sales are to several key distributors, which are large distribution companies with numerous divisions and
subsidiaries who act independently. Such distributors as a group accounted for 37% and 47% of our net sales for the fiscal years ended
December 30, 2023 and December 31, 2022, respectively. Although we believe that the business associated with any of our primary distributors
can be readily transferred to other distributors or directly to supermarket warehouses, if necessary, no assurance can be given that
a change in distributors would not be disruptive to our business, which could have a material adverse effect on our business and results
of operations.

 Interruptions
in the supply of products from our co-packers and suppliers could adversely affect our revenues.

 We
depend on a limited number of suppliers for ingredients, packaging materials and the production of our products. We do not produce any
of our own products. For the years ended December 30, 2023 and December 31, 2022, we purchased approximately 57% and 49%, respectively,
of our finished goods from Franklin Foods, including our BETTER THAN CREAM CHEESE, WHIPPED BETTER THAN CREAM CHEESE, BETTER THAN SOUR
CREAM, and BETTER THAN RICOTTA products, and purchased approximately 9% and 14%, respectively, of our finished goods from
College Circle Creamery (formerly Luke's Ice Cream), our frozen dessert novelty co-packer. Any disruption in supply could have
a material adverse effect on our company.

 We
have little control over the suppliers of ingredients to our co-packers. Disruptions in these relationships may reduce our sales and
revenues. Overall difficulty of suppliers meeting product demand, interruptions in the supply chain, obstacles or delays in the process
of renegotiating or renewing agreements with preferred suppliers, financial difficulties experienced by suppliers, or the deficiency,
lack, or poor quality of alternative suppliers could adversely impact our sales which, in turn, would adversely affect our business and
operating results. We believe that, if necessary, we could obtain available alternative sources of supply for each of our products. Depending
on the product, that might entail using more than one source of supply.

 We
have a complex network of suppliers, co-manufacturing locations, distribution networks, and information systems that support our ability
to consistently provide our products to our customers. Factors that are hard to predict or beyond our control, such as weather, raw material
shortages, natural disasters, fires or explosions, terrorism, or health pandemics, such as COVID-19, could damage or disrupt our operations
or our suppliers', co-packers' or distributors' operations. These disruptions may require additional resources to restore
our supply chain or distribution network. If we cannot respond to disruptions in our operations, whether by finding alternative suppliers
or replacing capacity at key manufacturing or distribution locations, or if we are unable to quickly repair damage to our information,
production, or supply systems, we may be late in delivering, or be unable to deliver, products to our customers and may also be unable
to track orders, inventory, receivables, and payables. If that occurs, our customers' confidence in us and long-term demand for
our products could decline. Any of these events could materially and adversely affect our product sales, financial condition, and operating
results.

 We
rely on Steven Kass to manage our business.

 Upon
the death of Mr. Mintz, our continued success is significantly dependent on the services of Steven Kass (age 72), who is serving as our
Chief Executive and Financial Officer. The loss of his services would have a material adverse effect on our business and results of operations.

 Competition.

 The
plant-based, dairy free vegan frozen dessert, cheese and health food markets are highly competitive. 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 and dairy free cheese
food categories in supermarkets and other retail food outlets.

 From
time to time, we and our customers experience price pressure in some of our markets as a result of competitors' promotional pricing
practices as well as general market conditions. Our failure to match or exceed our competitors' cost reductions through innovative
products and other improvements could weaken our competitive position. Competition is based on product quality, reliability, food safety,
distribution effectiveness, brand loyalty, price, effective promotional activities, the ability to identify and satisfy emerging consumer
preferences and the ability to provide ancillary support services. We may not be able to compete effectively with these larger, more
diversified companies.

 Recent
Developments

 As
of fiscal year end December 30, 2023, our ability to handle customer and consumer communications, schedule production and order ingredients
necessary for our production has not materially changed. Nor have we experienced any significant change in the timeliness of payments
of our invoices. Our cash position as of March 25, 2024 was approximately $561,000.

Year Ended December 30, 2023 Compared with Fiscal Year Ended December 31, 2022

 We
operate on a fiscal year ending on the Saturday closest to December 31. Fiscal years for the financial statements included in this report
are the fifty-two week periods ended December 30, 2023 (fiscal 2023) and December 31, 2022 (fiscal 2022).

 Net
sales for the fiscal year ended December 30, 2023 were $10,068,000, a decrease of $2,759,000 or 22%, from net sales of $12,827,000 for
the fiscal year ended December 31, 2022. Sales of our frozen dessert product lines decreased to $1,514,000 in the fiscal year ended December
30, 2023 from $1,876,000 in fiscal 2022. Sales of plant-based cheese products also decreased to $8,564,000 in the fiscal year ended December
30, 2023 from $10,951,000 in the fiscal year ended December 31, 2022. Sales of our plant-based cheese products were significantly negatively
impacted by increased competition with the introduction of new vegan cheese products from a number of other companies. Our future product
sales of plant-based cheese products could be negatively impacted by the further introduction of other competitive products. Sales of
our frozen dessert products have been negatively impacted by the industry-wide decline in ice cream sales.

 Our
gross profit for the year ended December 30, 2023 increased by $455,000 to $2,797,000 from $2,342,000 for the fiscal year ended December
31, 2022. Our gross profit percentage for the fiscal year ended December 30, 2023 was 28% compared to 18% for the fiscal year ended December
31, 2022. The significant increase in our gross profit and gross profit percentage were caused by two factors. First, our sales promotion
and allowance expense decreased by $482,000, or 32% to $1,032,000 for fiscal year ended December 30, 2023 from $1,514,000 for the fiscal
year ended December 31, 2022 due primarily to the reduction in sales and management's decision to eliminate certain high cost promotion
programs. Sales promotion and allowance expense was 10% of net sales for fiscal 2023 compared with 12% of net sales for fiscal 2022.
We anticipate that our sales promotion and allowance expense as a percentage of sales will be consistent in fiscal 2024 to fiscal 2023.

 Freight
out expense decreased significantly by $386,000 to $773,000 for the year ended December 30, 2023 compared with $1,159,000 for the year
ended December 31, 2022 due to the significant reduction in sales. Freight out cost as a percentage of sales was 8% and 9% for the years
ended December 30, 2023 and December 31, 2022, respectively. Due to the continued high cost of petroleum, we anticipate that our freight
out expense will continue at a high percentage of sales in 2024, similar to fiscal year 2023.

 Selling
and warehousing expenses decreased by $93,000, or 8%, to $1,054,000 for the fiscal year ended December 30, 2023 from $1,147,000 for the
fiscal year ended December 31, 2022. This decrease was primarily attributable to decreases in outside warehouse rental expense of $23,000,
commission expense of $148,000, and bad debt expense of $31,000, which were partially offset by increases in delivery and shipping supply
expenses of $20,000 and meeting and convention expense of $87,000. We anticipate that our selling expense will continue at the same level
in 2024. The increase in meeting and convention expense was due to the resumption of the Company's participation in trade and distribution
shows. The decrease in commission expense is due to the decrease in sales during the current fiscal year end.

 Marketing
expenses decreased in the fiscal year ended December 30, 2023 by $140,000, or 25%, to $424,000 compared to $564,000 in the fiscal period
ended December 31, 2022 due to decreases in promotion expense of $41,000, non-capitalizable artwork and plate expense of $96,000, and
point of sale material expense of $9,000. We anticipate that our marketing expenses for 2024 will remain consistent with fiscal 2023.

 Research
and development expenses increased by $23,000, or 16%, to $166,000 in the fiscal year ended December 30, 2023 from $143,000 in the fiscal
year ended December 31, 2022. The increase was primarily attributable to an increase in professional fees and outside services expense
of $17,000.

 General
and administrative expenses decreased slightly by $13,000, or 1%, to $1,391,000 for the year ended December 30, 2023 from $1,404,000
for the year ended December 31, 2022. The decrease was primarily due to decreases in professional fees and outside services expense of
$7,000, public relations expenses of $19,000, and building maintenance and repair of $17,000, which were partially offset by an increase
in payroll expense of $31,000. We anticipate that our total general and administrative expenses for fiscal 2024 will be consistent with
those in fiscal 2023.

 Overall,
total operating expenses decreased by $223,000, or 7%, to $3,035,000 for the year ended December 30, 2023 compared to total operating
expenses of $3,258,000 in the year ended December 31, 2022. We expect our operating expenses for fiscal 2024 to consistent with those
of fiscal 2023.

 As
a result of the foregoing we recorded an operating loss of $238,000 in the year ended December 30, 2023 as compared with operating
loss of $916,000 in the year ended December 31, 2022.

 Income
before income taxes was $201,000 in the year ended December 30, 2023 as compared with loss before income taxes of $753,000 in the year
ended December 31, 2022.

 Income
tax for the year ended December 30, 2023 was $249,000 compared to income tax benefits of $228,000 for the year ended December 31, 2022.

 Liquidity
and Capital Resources

 At
December 30, 2023, we had approximately $837,000 in cash, and our working capital was $3,440,000 as compared to $1,072,000 and $3,625,000
at December 31, 2022. We principally operate our business on the cash flows from our operations and currently have no borrowings.

 Cash
Flows

 Fiscal Year ended

 (In thousands)

 Net cash (used in) provided by operating activities

 $
 (225
)

 $
 (616
)

 Net cash provided by investing activities – sale and disposal of equipment

 -

 -

 Net cash used in financing activities

 (10
)

 (10
)

 Net (decrease) increase in cash

 (235
)

 (626
)

 Cash at beginning of year

 1,072

 1,698

 Cash at end of year

 $

 $
 1,072

 Cash
used in operating activities for the fiscal year ended December 30, 2023 was $225,000 compared to $616,000 used in operating activities
for the fiscal year ended December 31, 2022. Cash used in operating activities was primarily due to the net loss of $366,000 and a decrease
in current liabilities of $502,000, partially offset by a decrease in accounts receivable of $447,000 and a decrease in deferred tax
assets of $121,000.

 Cash
provided by investing activities was $0 for the fiscal years ended December 30, 2023 and December 31, 2022.

 Cash
used in financing activities was $10,000 for the fiscal years ended December 30, 2023, and December 31, 2022. Cash used in financing
activities was due to payments made on our financing lease.

 As
a result of the foregoing, our cash decreased to $837,000 at December 30, 2023 from $1,072,000 at December 31, 2022.

 We
believe our existing cash on hand at December 30, 2023, our existing working capital, and our expected cash flows from operations will
be sufficient to support our operating and capital requirements for at least the next twelve months dating from the issuance of the financial
statements.

 Contractual
Obligations

 We
had no material contractual obligations at December 30, 2023.

 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 dairy free frozen desserts during those periods.

 Market
Risk

 When
available, we will invest our excess cash, should there be any, in highly rated money market funds which are subject to changes in short-term
interest rates. We do not believe that our foreign currency exposure is significant as our export sales are transacted in U.S. dollars.
We did not enter into any foreign exchange contracts in the year ended December 30, 2023.

 Off-Balance
Sheet Arrangements

 None.

 Item
 7A.

 Quantitative
 and Qualitative Disclosures about Market Risk.

 Not
applicable.

 Item
 8.

 Financial
 Statements and Supplementary Data.

to Financial Statements

 Report
 of Independent Registered Accounting Firm ( Mazars USA LLP, Edison, NJ, PCAOB ID 339)

 Financial
 Statements:

 Balance Sheets

 Statements of Operations

 Statements of Changes in Stockholders' Equity

 Statements of Cash Flows

 Notes to Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders of Tofutti Brands Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of Tofutti Brands Inc (the "Company") as of December 30, 2023 and December 31,
2022, the related statements of operations, stockholders' equity, and cash flows, for the fiscal years then ended, and the related
notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of December 30, 2023 and December 31, 2022, and the results of its
operations and its cash flows for the fiscal years then ended, in conformity with accounting principles generally accepted in the United
States of America.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matter

 The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 F- 1

 Significant
estimates of sales incentives and allowances

 As
described in Note 1 to the financial statements, revenues are recorded net of sales incentives and allowances. Known or expected pricing
or revenue adjustments, such as trade discounts, rebates, or returns, are estimated at the time of the sale. The Company bases these
estimates of expected amounts principally on historical utilization and redemption rates. Estimates that affect revenue and trade receivables,
such as trade incentives and product returns, are monitored and adjusted each period until the incentives or product returns are realized.
Considering the estimation and judgement required by management in determining these amounts, our audit of these estimates require a
degree of auditor judgement regarding these qualitative factors.

 The
primary procedures we performed to address this critical audit matter included:

 Our
audit procedures related to significant estimates of sales discounts and allowances included the following, among others:

 We
 obtained an understanding of the Company's evaluation of the historical application of sales incentives and allowances.

 We
 performed audit procedures that included, among others, testing of the significant estimates surrounding sales incentives and allowance
 included an understanding of all sales promotions, and other discounts available during the year, analysis of credit memos, including
 those subsequent to year end, and an historical analysis of accrued sales allowances and discounts compared to the current trends.

 We
have served as the Company's auditor since 2021.

 /s/
 Mazars USA LLP

 Iselin,
NJ

 April 3, 2024

 F- 2

 BALANCE
SHEETS

 (In

 Assets

 Current assets:

 Cash

 $

 $
 1,072

 Accounts receivable, net of allowance for doubtful accounts and sales promotions of $ 525 and $ 495, respectively

 1,305

 Inventories

 2,475

 2,463

 Prepaid expenses and other current assets

 Total current assets

 4,233

 4,920

 Operating lease right-of-use assets

 Finance lease right-of-use asset

 Deferred tax assets

 Other assets

 Total assets

 $
 4,615

 $
 5,517

 Liabilities and Stockholders' Equity

 Current liabilities:

 Income taxes payable

 -

 Accounts payable

 Accrued expenses

 Financing lease liability, current portion

 Total current liabilities

 1,295

 Operating lease liabilities, net of current portion

 Finance lease liability, net of current portion

 Total liabilities

 1,419

 Stockholders' equity:

 Preferred stock – par value $.01 per share; authorized 100,000 shares, none issued and outstanding

 -

 -

 Common stock – par value $.01 per share; authorized 15,000,000 shares, 5,153,706 shares issued and outstanding

 Additional paid-in capital

 Retained earnings

 3,417

 3,783

 Total stockholders' equity

 3,792

 4,098

 Total liabilities and stockholders' equity

 $
 4,615

 $
 5,517

 See
accompanying notes to financial statements

 F- 3

 STATEMENTS
OF OPERATIONS

 (In
thousands, except for per share data)

 Fiscal year
 ended

 Fiscal year
 ended

 Net sales

 $
 10,068

 $
 12,827

 Cost of sales

 7,271

 10,485

 Gross profit

 2,797

 2,342

 Operating expenses:

 Selling and warehousing

 1,054

 1,147

 Marketing

 Product development costs

 General and administrative

 1,391

 1,404

 Total operating expenses

 3,035

 3,258

 Income (loss) from operations

 ( 238
)

 ( 916
)

 SBA loan forgiveness

 -

 Income (loss) before interest expense and income taxes

 ( 238
)

 ( 751
)

 Interest expense

 Income (loss) before provision for income taxes

 ( 240
)

 ( 753
)

 Expense (Benefit from) provision for income taxes

 ( 228
)

 Net (loss)

 $
 ( 366
)

 $
 ( 525
)

 Weighted average common shares outstanding:

 Basic

 5,154

 5,154

 Diluted

 5,154

 5,154

 Net (loss) per common share:

 Basic

 $
 ( 0.07
)

 $
 ( 0.10
)

 Diluted

 $
 ( 0.07
)

 $
 ( 0.10
)

 See
accompanying notes to financial statements.

 F- 4

 STATEMENTS
OF CHANGES IN STOCKHOLDERS' EQUITY

Years ended December 31, 2022 and January 1, 2022

 (In
thousands, except for share data)

 Shares

 Amount

 Capital

 Earnings

 Equity

 Common Stock

 Additional
 Paid-In

 Retained

 Total
 Stockholders'

 Shares

 Amount

 Capital

 Earnings

 Equity

 Balances January 1, 2022

 $

 $

 $
 4,308

 $
 4,567

 Stock-based compensation

 -

 -

 -

 Net income

 -

 -

 -

 ( 525
)

 ( 525
)

 Balances December 31, 2022

 $

 $

 $
 3,783

 $
 4,098

 Balance

 $

 $

 $
 3,783

 $
 4,098

 Stock-based compensation

 -

 -

 -

 Net income (loss)

 -

 -

 -

 ( 366
)

 ( 366
)

 Balances December 30, 2023

 $

 $

 $
 3,417

 $
 3,792

 Balance

 $

 $

 $
 3,417

 $
 3,792

 See
accompanying notes to financial statements.

 F- 5

 STATEMENTS
OF CASH FLOWS

 (In
thousands)

 Fiscal Year
 ended

 Fiscal Year
 ended

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net (loss)

 $
 ( 366
)

 $
 ( 525
)

 Adjustments to reconcile net income to net cash flows provided by operating activities:

 Stock-based compensation

 SBA loan forgiveness

 -

 ( 165
)

 Non-cash change in right of use assets and lease liabilities

 ( 7
)

 ( 12
)

 Amortization of finance lease right-of-use asset

 Provision for bad debts and sales promotions

 Deferred taxes

 ( 255
)

 Change in assets and liabilities:

 Accounts receivable

 Inventories

 ( 12
)

 ( 589
)

 Prepaid expenses

 ( 13
)

 Other assets

 -

 Income taxes payable

 ( 41
)

 ( 5
)

 Accounts payable and accrued expenses

 ( 461
)

 Net cash flows (used in) operating activities

 ( 225
)

 ( 616
)

 CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:

 Payments of finance lease obligations

 ( 10
)

 ( 10
)

 Net cash flows (used in) provided by financing activities

 ( 10
)

 ( 10
)

 NET CHANGE IN CASH

 ( 235
)

 ( 626
)

 CASH AT BEGINNING OF YEAR

 1,072

 1,698

 CASH AT END OF YEAR

 $

 $
 1,072

 SUPPLEMENTAL CASH FLOW INFORMATION:

 Interest paid on finance lease

 $

 $

 Supplemental schedule of non-cash investing and financing activities:

 Lease assets acquired in exchange for lease liabilities

 $
 -

 $

 See
accompanying notes to financial statements.

 F- 6

 NOTES

 (In

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

 Description
of Business – Tofutti is engaged in one business segment, the development, production and marketing of plant-based, dairy vegan
free frozen desserts and other food products.

 Operating
Segments - The Company reports on operating segments in accordance with standards for public companies to report information about
operating segments and geographic distribution of sales in financial statements. The Company has determined that it has only one operating
segment, which is the development, production and marketing of soy and other vegetable protein- based, dairy free cheese and frozen food
products.

Year - The Company operates on a fiscal year ending on the Saturday closest to December 31st. Fiscal years for the financial statements
included herein are the fifty-two week fiscal periods ended December 30, 2023 and December 31, 2022, fiscal 2023 and fiscal 2022, respectively.

 Estimates
and Uncertainties - The preparation of the financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Significant estimates include allowance for doubtful accounts and sales incentives and allowances.
Actual results could differ from those estimates.

 Accounts
Receivable - The majority of the Company's 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 and reserve for sales promotion. Accounts outstanding longer than the contractual payment terms are considered past due. The
Company determines its allowance by considering a number of factors, including the length of time trade accounts receivable are past
due, the Company's previous loss history, the customer's current ability to pay its obligation to the Company, and the condition
of the general economy and the industry as a whole. The Company writes-off accounts receivable when they become uncollectible, and payments
subsequently received on such receivables are credited to the bad debt expense. The Company does not accrue interest on accounts receivable
past due.

 Inventories
 - Inventory is stated at lower of cost or net realizable value determined by first in first out (FIFO) method. Inventories in excess
of future demand or approaching expiration are written down and charged to the provision for inventories.

 The
Company purchased approximately 57 % and 49 % of its finished products from one supplier and 9 % and 14 % of its finished products from another
supplier during the years ended December 30, 2023 and December 31, 2022, respectively.

 Equipment,
net – Additions are recorded at cost. Depreciation is provided by charges to income using the straight-line method over the
estimated useful life of the equipment, which is ten years. Ordinary maintenance and repair costs are expensed in the year incurred.

 Revenue
Recognition – The Company accounts for revenue recognition in accordance with accounting guidance codified as FASB ASC 606
"Revenue from Contracts with Customers" ("ASC 606"), as amended regarding revenue from contracts with customers.
Under the standard an entity is required to recognize revenue to depict the transfer of promised goods to customers in an amount that
reflects the consideration to which the entity expects to be entitled in exchange for those goods.

 Under
ASC 606, revenue is recognized as the customer obtains control of the goods and services promised in the contract (i.e., performance
obligations). In evaluating our contracts with our customers under ASC 606, we have determined that there is no future performance obligation
once delivery has occurred.

 The
Company primarily sells plant-based, dairy free cheeses and frozen desserts. The Company recognizes revenue when control over the products
transfers to its customers, deemed to be the performance obligation, which generally occurs upon delivery or shipment of the products.
The Company accounts for product shipping, handling and insurance as fulfillment activities with revenues for these activities recorded
within net revenue and costs recorded within cost of sales. Revenues are recorded net of trade and sales incentives and estimated product
returns. Known or expected pricing or revenue adjustments, such as trade discounts, rebates or returns, are estimated at the time of
sale. The Company bases these estimates of expected amounts principally on historical utilization and redemption rates. Estimates that
affect revenue, such as trade incentives and product returns, are monitored and adjusted each period until the incentives or product
returns are realized.

 F- 7

 NOTES

 (In

 Key
sales terms, such as pricing and quantities ordered, are established on a frequent basis such that most customer arrangements and related
incentives have a one year or shorter duration. As such, we do not capitalize contract inception costs and we capitalize product fulfillment
costs in accordance with U.S. GAAP and our inventory policies. The Company generally does not have any unbilled receivables at the end
of a period.

 Concentration
of Credit/Sales Risk - Financial instruments that potentially subject the Company to concentration of credit risk consist primarily
of cash and unsecured trade receivables. During the year, the Company's cash balance at the financial institution it utilizes exceeded
the FDIC limit of $ 250.

 The
Company performs ongoing evaluations of its customers' financial condition and does not require collateral. Management believes
that credit risk beyond the established allowances at December 30, 2023 is limited.

the fiscal years ended December 30, 2023 and December 31, 2022, the Company derived approximately 88 % of its net sales domestically.
The remaining sales in both periods were exports to foreign countries. The accounts receivable balance of two customers represented approximately
 21 % of total accounts receivable at December 30, 2023 and the accounts receivable balance of two customers represented approximately
 47 % of total accounts receivable at December 31, 2022. In addition, a significant portion of the Company's sales are to several
key distributors, which are large distribution companies with numerous divisions and subsidiaries who act independently. Such distributors
as a group accounted for 37 % and 45 % of the Company's net sales for the fiscal years ended December 30, 2023 and December 31, 2022,
respectively.

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

 Earnings
Per Share - Basic earnings per common share ("EPS") applicable to common stockholders is computed by dividing earnings
applicable to common stockholders by the weighted-average number of common shares outstanding. If there is a loss from operations, diluted
EPS is computed in the same manner as basic EPS is computed.

 SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED

 Fiscal Year
 Ended

 Fiscal Year
 Ended

 Net loss, numerator, basic computation

 $
 ( 366
)

 $
 ( 525
)

 Net loss, numerator, diluted computation

 $
 ( 366
)

 $
 ( 525
)

 Weighted average shares - denominator basic computation

 5,154

 5,154

 Weighted average shares, as adjusted - denominator diluted computation

 5,154

 5,154

 Earnings (loss) per common share:

 Basic

 $
 ( 0.07
)

 $
 ( 0.10
)

 Diluted

 $
 ( 0.07
)

 $
 ( 0.10
)

 F- 8

 NOTES

 (In

 The
following are securities excluded from weighted-average shares used to calculate diluted earnings (loss) per common share, as the result
of including them to calculate diluted EPS is anti-dilutive:

 SCHEDULE
OF WEIGHTED AVERAGE NUMBERS OF SHARES

 Year

 Ended

 December
 30, 2023

 Year

 Ended

 December
 31, 2022

 Shares
 subject to outstanding common stock options

 Fair
Value of Financial Instruments - The fair value of financial instruments, which primarily consist of cash, accounts receivable, SBA
note payable, accounts payable and accrued expenses are stated at their carrying values. The carrying amounts approximate fair value
because of the short-term nature of those instruments.

 Small
Business Administration (SBA) Loan - On May 2, 2020 the Company received from the SBA a loan of $ 165 from the Paycheck Protection
Program at an interest rate of 1 %. Interest and payments were deferred until March 4, 2021 The current portion of the loan was $ 165 as
of January 1, 2022 and the loan would have expired on May 2, 2022. On January 12, 2022, the Company was informed by the SBA that the
entire amount of the loan had been forgiven. The Company recorded forgiveness of debt income of $ 165 in fiscal year 2022 as SBA loan
forgiveness on the statement of operations. See Note 3.

 Freight
Costs - Freight costs to ship inventory to customers and to outside warehouses amounted to $ 773 and $ 1,159 during the fiscal years
ended December 30, 2023 and December 31, 2022, respectively. Such costs are included in costs of sales on the statements of income.

 Advertising
Costs - The Company expenses advertising costs as they are incurred. Advertising expenses amounted to $ 249 and $ 251 during the fiscal
years December 30, 2023 and December 31, 2022, respectively, and are included in marketing expenses on the statements of income.

 Product
Development Costs - Costs of new product development and product redesign are charged to expense as incurred. Product development
costs amounted to $ 166 and $ 143 during the fiscal years ended December 30, 2023 and December 31, 2022, respectively.

 Stock-Based
Compensation - We account for our stock-based compensation under ASC 718 "Compensation
- Stock Compensation" using the fair value-based method. Under this method, compensation cost is measured at the grant date based
on the value of the award and is recognized over the shorter of the service period or the vesting period of the stock-based compensation.
This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods
or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on
the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. The Company
estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model. Determining the fair
value of stock-based compensation at the grant date under this model requires judgment, including estimating volatility, employee stock
option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based compensation represent
the Company's best estimates, but these estimates involve inherent uncertainties and the application of management judgment.

 Recent
Accounting Pronouncements – The Company considers the applicability and impact of all Accounting Standard Updates ("ASUs").
ASUs not discussed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company's
balance sheets or statements of operations.

 In
June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments.
The amendments in this Update require a new topic to be added (Topic 326) to the Accounting Standards Codification ("ASC")
and removes the thresholds that entities apply to measure credit losses on financial instruments measured at amortized cost, such as
loans, trade receivables, reinsurance recoverables, off-balance-sheet credit exposures, and held-to-maturity securities. Under current
U.S. GAAP, entities generally recognize credit losses when it is probable that the loss has been incurred. The guidance under ASU 2016-13
will remove all current recognition thresholds and will require entities under the new current expected credit loss ("CECL")
model to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the
amount of amortized cost that an entity expects to collect over the instrument's contractual life. The new CECL model is based
upon expected losses rather than incurred losses. Additionally, the credit loss recognition guidance for available-for-sale securities
is amended and will require that credit losses on such debt securities should be recognized as an allowance for credit losses rather
than a direct write-down of amortized cost balance. As the Company is a smaller reporting company, the ASU is effective for fiscal years
beginning after December 15, 2022, including interim periods within those fiscal years. The adoption
of ASU 2016-13 did not have a material impact on our consolidated financial statements.

 F- 9

 NOTES

 (In

 NOTE
2: INVENTORIES

 Inventories
consist of the following:

 SCHEDULE
OF INVENTORIES

 December
 30, 2023

 December
 31, 2022

 Finished
 products

 $

 1,366

 $

 1,387

 Raw
 materials and packaging

 1,109

 1,076

 Inventories, net

 $

 2,475

 $

 2,463

 NOTE
3: NOTES PAYABLE

 Small
Business Administration (SBA) Loan

 On
May 2, 2020 the Company received from the SBA a loan of $ 165 from the Paycheck Protection Program at an interest rate of 1 %. Interest
and payments were deferred until March 4, 2021 The current portion of the loan was $ 165 as of January 1, 2022 and the loan would have
expired on May 2, 2022. On January 12, 2022, the Company was informed by the SBA that the entire amount of the loan had been forgiven.
The Company recorded forgiveness of debt income of $ 165 in fiscal year 2022 as SBA loan forgiveness
on the statement of operations.

 NOTE
4: STOCK-BASED COMPENSATION

 On
June 10, 2014, the shareholders of the Company approved the 2014 Equity Incentive Plan (the "2014 Plan"). The 2014 Plan provides
for grants of various types of awards that are designed to attract and retain highly qualified personnel who will contribute to the success
of the Company and to provide incentives to participants in the 2014 Plan that are linked directly to increases in shareholder value
which will therefore inure to the benefit of all shareholders of the Company. Such grants can be, but are not limited to, options, stock
appreciation rights, restricted stock, performance grants, stock bonuses, and any other type of award that is consistent with the purposes
of the 2014 Plan. Employees and officers of the Company are eligible to receive incentive stock options while corporate directors are
only eligible to receive non-qualified options.

 The
2014 Plan made 250,000 shares of common stock available for awards. The 2014 Plan also permits performance-based 2014 awards paid under
it to be tax deductible under Section 162(m) of the Internal Revenue Code of 1986, as amended, as "performance-based compensation."
 No stock options were issued in 2023 and 250,000 were issued in 2022, respectively, and 250,000 non-qualified options were outstanding
as of December 30, 2023 and December 31, 2022, respectively. The exercise price of all options granted in 2022 is $ 0.95 per share, the
market price at the close of business on the date of the grant. 83,333 of the options vested at the respective grant date, 83,333 vested
in December 2023, and 83,334 will vest in December 2024. In the event of a sale of the Company at any time prior to December 22, 2024,
all remaining unvested options shall vest immediately. All options expire on December 21, 2027.

 F- 10

 NOTES

 (In

 The
following is a summary of stock option activity from December 31, 2022 to December 30, 2023:

 SCHEDULE OF STOCK OPTION ACTIVITY

 NON-QUALIFIED OPTIONS

 Shares

 Weighted Average
 Exercise Price ($)

 Outstanding at December 31, 2022

 0.95

 Granted

 —

 —

 Exercised

 —

 —

 Outstanding at December 30, 2023

 0.95

 Exercisable at December 30, 2023

 166,667

 0.95

 The
following table summarizes information about stock options outstanding at December 30, 2023:

 SCHEDULE OF INFORMATION ABOUT STOCK OPTIONS

 Range of
 Exercise Prices ($)

 Number
 Outstanding

 Weighted Average Remaining Life
 (in years)

 Weighted Average
 Exercise
 Price($)

 Number
 Exercisable

 $
 0.95

 5.00

 $
 0.95

 166,667

 The
fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing formula. Expected volatilities
and risk-free interest rates are based upon the expected life of the grant. The interest rates used are the U.S. Treasury yield curve
in effect at the time of the grant.

fiscal 2022, 250,000 options were granted, with 83,333 of the options vesting at the respective grant date, 83,333 vested in December
2023, and 83,334 vesting in December 2024. At the date of grant, expected volatility was 82.65 %, a risk-free rate of 3.79 %, 0 % expected
dividends, and an expected term of five years.

 As
of December 30, 2023, and December 31, 2022, the intrinsic value of the options outstanding and exercisable options was $ 56 and $ 60 respectively,
and there was $ 49,000 of total unrecognized compensation cost as of December 30, 2023. Total stock-based compensation for the year ended
December 30, 2023, was $ 56, which is recorded in general and administrative expenses on the statement of operations.

options will expire on December 22, 2027 if not exercised by that date.

 NOTE
5: REVENUE

 Performance
obligations relating to the delivery of food products are satisfied when the goods are shipped to the customer and net of all applicable
discounts, as follows: Payment term discounts, off-invoice allowance, manufacturer chargeback, freight allowance, spoilage discounts,
and product returns.

 Revenues
by geographical region are as follows:

 SCHEDULE OF DISAGGREGATION REVENUE

 Revenues by geography:

 Americas

 $
 9,625

 $
 12,110

 Europe

 Middle East

 Asia Pacific and Africa

 Revenues

 $
 10,068

 $
 12,827

 F- 11

 NOTES

 (In

 Approximately
 92 % in fiscal 2023 and 88 % in fiscal 2022 of the Americas revenue is attributable to the United States. All of the Company's assets
are located in the United States.

 Net
sales by major product category:

 Cheeses

 $
 8,564

 $
 10,951

 Frozen Desserts and Foods

 1,504

 1,876

 Revenue

 $
 10,068

 $
 12,827

 NOTE
6: LEASES

 The
Company's facilities are located in a 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 original
lease agreement expired on July 1, 1999, but it continues to occupy the premises on a monthly basis. Any changes by either the landlord
or the Company remains subject to a six-month notification period. The Company currently has no plans to enter into a long-term lease
agreement for the facility. Rent expense was $ 93 in fiscal 2023 and $ 86 in fiscal 2022. The Company's management believes that
the Cranford facility will continue to satisfy its space requirements for the immediate future and if necessary, such space can be replaced
without a significant impact to the business. The Company rents warehouse storage space at various outside facilities. Outside warehouse
expenses amounted to $ 339 and $ 363 for the fiscal years ended December 30, 2023 and December 31, 2022, respectively. The Company rents
copiers under finance leases. In 2022, the Company terminated two copier leases, and entered into one additional lease, which still exists
as of December 30, 2023. Payments for copiers amounted to $ 6 and $ 10 for the fiscal years ended December 30, 2023 and December 31, 2022,
respectively.

 Under
Topic 842, operating lease expense is generally recognized evenly over the term of the lease. The Company has operating leases primarily
consisting of facilities with remaining lease terms of approximately two to four years. The Company does not have the option to terminate
the leases early. The standard requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception
of the lease. The current portion of lease liabilities is included in accrued expenses on the balance sheets.

 Under
Topic 842, finance lease cost includes amortization, which is recognized on a straight-line basis over the expected life of the leased
asset, and interest expense, which is recognized following an effective interest rate method. The Company has a finance lease consisting
of a copier lease with a term of four years. The standard requires a lessee to record a right-of-use asset and a corresponding lease
liability at the inception of the lease.

 Leases
with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered into or reassessed
after the adoption of Topic 842, the Company has combined the lease and non-lease components in determining the lease liabilities and
right-of-use assets.

 The
Company's lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate
is determined based on information available at lease commencement date for purposes of determining the present value of lease payments.
The Company used the incremental borrowing rates on of between 5.5 % and 6.5 % for all leases.

 ROU
lease assets and lease liabilities for our operating leases were recorded in the balance sheet as follows:

 SCHEDULE OF ROU LEASE ASSETS AND LIABILITIES FOR OPERATING LEASES

 As of

 As of

 Operating lease right-of-use assets

 $

 $

 Current portion of lease liabilities

 Operating lease liabilities, net of current portion

 Total lease liabilities

 $

 $

 Weighted average remaining lease term (in years)

 1.2

 2.1

 Weighted average discount rate

 5.5
 %

 5.5
 %

 F- 12

 NOTES

 (In

 ROU
lease asset and lease liability for our finance lease were recorded in the balance sheet as follows:

 SCHEDULE OF ROU LEASE ASSETS AND LIABILITIES FOR FINANCE LEASES

 As of

 As of

 Finance lease right-of-use asset

 $

 $

 Current portion of lease liabilities

 Operating lease liabilities, net of current portion

 Total lease liabilities

 $

 $

 Weighted average remaining lease term (in years)

 2.4

 3.4

 Weighted average discount rate

 6.5
 %

 6.5
 %

 Future
lease payments included in the measurement of lease liabilities on the balance sheet as of December 30, 2023, for the following three
fiscal years and thereafter are as follows:

 SCHEDULE OF FUTURE LEASE PAYMENTS

 Operating lease liabilities

 Finance lease liability

 Total

 2024

 $

 $

 $

 2025

 2026

 -

 Total future minimum lease payments

 Present value adjustment

 ( 7
)

 ( 4
)

 ( 11
)

 Total

 $

 $

 $

 F- 13

 NOTES

 (In

 NOTE
7: INCOME TAXES

 The
components of income tax expense for the fiscal years ended December 30, 2023 and December 31, 2022 are as follows:

 SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT)

 Current:

 Federal

 $
 -

 $
 -

 State

 Deferred:

 Federal

 ( 190
)

 State

 ( 64
)

 ( 254
)

 Total income tax (benefit) expense

 $

 $
 ( 228
)

 A
reconciliation between the expected federal tax expense at the statutory tax rate of 21 % and the Company's actual tax expense for
the fiscal years ended December 30, 2023 and December 31, 2022, respectively, follows:

 SCHEDULE OF RECONCILIATION BETWEEN THE EXPECTED FEDERAL TAX EXPENSE AT STATUTORY TAX RATE

 Federal income tax

 $
 ( 51
)

 $
 ( 157
)

 State income taxes, net of federal income tax benefit

 ( 14
)

 ( 64
)

 Nontaxable forgiveness of PPP loan

 -

 ( 35
)

 Permanent items

 Increase in valuation allowance

 -

 Other

 Total income tax expense

 $

 $
 ( 228
)

 Deferred
tax assets for the fiscal years ended December 30, 2023 and December 31, 2022 consist of the following components:

 SCHEDULE OF DEFERRED TAX ASSETS

 Allowance for doubtful accounts

 $

 $

 Right of use asset

 ( 23
)

 ( 59
)

 Lease liabilities

 Inventory

 ( 19
)

 Net operating loss carryforward

 Stock options

 Research and development

 Fixed assets

 Deferred tax asset, net

 $

 $

 Valuation Allowance

 ( 175
)

 -

 Deferred tax asset

 $

 $

 F- 14

 NOTES

 (In

 At
December 30, 2023 the Company had $ 725 of federal net operating loss carryforwards and $ 725 of state operating loss
carryforwards.

 The
Company will recognize a tax provision 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 sustained 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.

 The
following table indicates the changes to the Company's uncertain tax positions for the fiscal years ended December 30, 2023 and
December 31, 2022:

 SCHEDULE OF CHANGES TO COMPANY'S UNCERTAIN TAX POSITIONS

 Balance at January 1, 2022

 $

 Increase due to reserves and tax positions related to current year

 Balance at December 31, 2022

 $

 Increase due to reserves and tax positions related to current year

 Balance at December 30, 2023

 $

 The
Company accounts for penalties or interest related to uncertain tax positions as part of its provision for income taxes. The amount of
uncertain tax positions that would affect the effective tax rate if they were recognized is $ 211. The liability at December 30, 2023
of uncertain tax positions is included in accrued expenses. The Company is no longer subject to federal and state examinations for fiscal
years before 2021.

 NOTE
8: COMMITMENTS AND CONTINGENCIES

 The
Company sells its products throughout the United States and in approximately twelve foreign countries and may be impacted by any future
public health crises beyond its control. This could disrupt its operations and negatively impact sales of its products. The Company's
customers, suppliers and co-packers may experience similar disruption.

 F- 15

 Item
 9.

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

 None.

 Item
 9A.

 Controls
 and Procedures.

 Evaluation
of Disclosure Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures. As of December 31, 2022, our company's chief executive and 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 with respect to the material weaknesses, as described
below in our internal control over financial reporting, that have not been fully remediated as of the end of the fiscal year 2021.

 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 ensuring
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 ensure 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 inconformity with generally accepted accounting principles.

 Management's
Annual 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 and 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 Committee of Sponsoring Organizations of the Treadway Commission,
or COSO, framework, an integrated framework (2013) for the evaluation of internal controls issued by COSO, to identify the risks and
control objectives related to the evaluation of our control environment.

 Based
on the evaluation under the frameworks described above, Mr. Kass, our chief executive and financial officer, has concluded that our internal
control over financial reporting was ineffective as of December 30, 2023 because of the following material weaknesses in internal controls
over financial reporting:

 A
 continuing 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, including but not limited to accounting estimates, reserves,
 allowances, and income tax matters, in a timely manner.

 The
 limited size of the accounting department makes it impracticable to achieve an optimum separation of duties and monitoring of internal
 controls.

 Remediation

 To
date, we have been unable to remediate these weaknesses, which stem from our small workforce. As of the date of this filing we employ
five people.

 Changes
in Internal Control over Financial Reporting

 No
change in our internal control over financial reporting occurred during the quarter ended December 30, 2023 that materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.

 This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to the rules of
the Securities and Exchange Commission that permit us to provide only management's report in this annual report.

 Item
 9B.

 Other
 Information.

 None.

 Item
 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections.

 Not
applicable.

 PART
III

 Item
 10.

 Directors,
 Executive Officers and Corporate Governance.

 Our
directors and executive officers are:

 Name

 Age

 Position

 Kass

 Chief
 Executive Officer, Chief Financial Officer, Secretary and Treasurer

 Joseph
 N. Himy

 Scott
 Korman

 Efraim
 Mintz

 Franklyn
 Snitow

Kass has been our Chief Financial Officer since November 1986 and Secretary and Treasurer since January 1987. Mr. Kass assumed the position
of interim Chief Executive Officer in March 2021, and was confirmed as permanent CEO by the Board on April 27, 2021.

 Joseph
N. Himy was elected to serve as a member of our Board of Directors and the Audit Committee on October 30, 2013 by our Board of Directors.
He resigned as a member of our Audit Committee on August 16, 2021. He has been Managing Director of The CFO Squad, a financial and business
advisory firm providing outsourced CFO advisory and regulatory consulting services primarily for public companies since August 2011.
From May 2008 until August 2011, Mr. Himy was Chief Financial Officer of Vyteris, Inc., manufacturer of the first active transdermal
patch approved by the U.S. Food and Drug Administration for the pain associated with blood draws, intravenous cannulations and laser
ablation of superficial skin lesions. Prior to May 2008 and from October 2004, Mr. Himy held various other positions at Vyteris, including
Corporate Controller and VP of Finance. Mr. Himy received a B.S. degree in Accounting from Brooklyn College of the City University of
New York and is a certified public accountant. Mr. Himy's accounting and financial and corporate governance experience background
enhances the breadth of experience of the board of directors.

 Scott
Korman has served as a member of our Board of Directors since December 2011 and is a member of our Audit Committee. Mr. Korman founded
Nashone, Inc., a private equity firm, in 1984 and is its President. Nashone is also involved in financial advisory, turnaround and general
management assignments. Mr. Korman previously served as Chairman of Da-Tech Corporation, a Pennsylvania based contract electronics manufacturer.
He previously served as Chairman and CEO of Best Manufacturing Group LLC., a leading manufacturer and distributor of uniforms, napery,
service apparel, and hospitality and healthcare textiles. Mr. Korman also served as President and CEO of Welsh Farms Inc., a full-service
dairy, processing and distributing milk, ice cream mix and ice cream products. Mr. Korman received a B.S. degree in Economics from the
University of Pennsylvania Wharton School in 1977. He also serves on the boards of various not-for-profit groups and was the founder
of the Englewood Business Forum. Mr. Korman's experience as a CEO of a frozen dessert company enhances the breadth of experience
of the board of directors.

 Efraim
Mintz was elected to serve as a member of our Board of Directors on December 29, 2020 by our Board of Directors. He was also appointed
to serve on the Audit Committee. He is the founding Executive Director of the Rohr Jewish Learning Institute (JLI), the largest network
of adult education, providing accredited courses, seminars, and multiple educational offerings in 2,000 chapters across the globe since
1999. He is also the founder of the Wellness Institute, offering mental health educational offerings and trainings for social workers,
educators, and parents. He oversees a network of trained and certified course developers and instructors delivering courses accredited
by the American Medical Association (AMA), the American Bar Association (in over 35 states), and the American Psychological Association
(APA). He oversees a staff of 70 program coordinators, faculty members, department heads, creative marketing and web developers and directs
a network of education departments for teens, university students, women's studies, online learning and accredited continuing professional
education.

 Franklyn
Snitow has been a director since 1987 and was appointed to serve on the Audit Committee on August 16, 2021. He has been a partner in
the New York City/Baltimore law firm of Offit Kurman since and previously was a partner in the New York City law firm Snitow Kanfer &
Holtzer, LLP, since 1985. Mr. Snitow's legal and corporate governance background enhances the breadth of experience of the board
of directors.

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

 Employment
Agreements

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

 Family
Relationships

 There
are no family relationships between any of our directors and executive officers. Mr. David Mintz was the uncle of Efraim Mintz, a member
of our Board of Directors.

 Involvement
in Legal Proceedings

 From
time to time we may be subject to various claims and contingencies in the ordinary course of business, including those related to litigation,
business transactions, employee-related matters and taxes, and others. When we are aware of a claim or potential claim, we assess the
likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated,
we will record a liability for the loss. In addition to the estimated loss, the recorded liability includes probable and estimable legal
costs associated with the claim or potential claim. There is no assurance that such matters will not materially and adversely affect
our business, financial position, and results of operations or cash flows.

 Audit
Committee and Audit Committee Financial Expert

 The
Audit Committee of the Board of Directors is comprised of Mr. Snitow, Mr. Korman and Mr. Mintz. The Board of Directors has determined
that Messrs. Snitow and Korman are independent directors, as that term is defined under the enhanced independence standards for audit
committee members in the Exchange Act. The Board of Directors has also determined that Mr. Korman is an Audit Committee Financial Expert
as that term is defined in rules issued pursuant to the Sarbanes-Oxley Act of 2002.

 Nominating
and Corporate Governance Matters

 Our
board of directors does not currently have a nominating and corporate governance committee or other committee performing a similar function,
nor do we have any formal written policies outlining the factors and process relating to the selection of nominees for consideration
for membership on our board of directors by our directors or our stockholders.

 Section
16(a) Beneficial Ownership Compliance

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

 To
our knowledge, based solely on our review of the copies of such forms received by us, or written representations from certain reporting
persons that no additional forms were required for those persons, we believe that during fiscal 2023 all persons subject to these reporting
requirements filed the required reports on a timely basis.

 Code
of Ethics

 We
have adopted a Code of Business Conduct and Ethics, which applies to directors, officers, employees and agents of our Company. We have
also adopted a Code of Ethics for Senior Officers, which applies to our chief executive officer, and all senior financial officers of
our Company, including the chief financial officer, chief accounting officer or controller, or persons performing similar functions.
The Code of Business Conduct and Ethics and the Code of Ethics for Senior Officers are publicly available on our website at www.tofutti.com
and printed copies are available upon request. If we make any substantive amendments to the Code of Business Conduct and Ethics or the
Code of Ethics or grant any waivers, including any implicit waiver, from a provision of these codes to our chief executive officer, chief
financial officer or corporate controller or our directors, we will disclose the nature of such amendment or waiver on our website.

 Item
 11.

 Executive
 Compensation.

 The
following table sets forth information concerning the total compensation during the last three fiscal years for our named executive officers
whose total salary in fiscal 2023 totaled $100,000 or more:

 Summary
Compensation Table

 Name and Principal Position

 Year

 Salary ($)

 Bonus ($)

 Stock Awards ($)

 Option Awards ($)

 Non-Equity Incentive Plan Compensation ($)

 All Other Compensation ($)

 Total($)

 Steven Kass

 2023

 200,000

 —

 —

 —

 —

 —

 200,000

 Chief Executive and Financial Officer*

 2022

 200,000

 —

 —

 32,183

 —

 —

 232,183

 *
Mr. Kass was appointed Chief Executive Officer in April 2021.

 The
aggregate value of all other perquisites and other personal benefits furnished to these executive officers was less than $10,000 in both
the 2023 and 2022 fiscal years.

 Employment
Agreements

 We
do not currently have any employment agreements with our executive officers. We do not anticipate having employment contracts with executive
officers and key personnel in the future.

 Grants
of Plan-Based Awards for Fiscal 2023

the fiscal year ended December 30, 2023, no options were granted under our 2014 Equity Incentive Plan.

 Outstanding
Equity Awards at Fiscal Year End

 As
of December 30, 2023 there were 250,000 outstanding equity awards.

Compensation

 Our
non-employee directors earned director compensation in fiscal year ended December 30, 2023 based on the number of meetings attended.
The chairman of the audit committee receives $3,000 per audit committee meeting and other members of the audit committee receive $2,000
per meeting attended. All other non-employee directors are entitled to $500 per meeting attended.

 The
following table sets forth the compensation received by each of the Company's non-employee directors for the year ended December
30, 2023. Each non-employee director is deemed to be independent under the Exchange Act Rule 10A-3.

 Name

 Fees Earned or Paid in Cash ($)

 Stock Awards ($)

 Option Awards ($)

 Non-Equity Incentive Plan Compensation ($)

 Nonqualified Deferred Compensation ($)

 All Other Compensation ($)

 Total ($)

 Joseph N. Himy

 3,000

 —

 —

 —

 —

 —

 3,000

 Scott Korman

 24,000

 —

 —

 —

 —

 —

 24,000

 Efraim Mintz

 14,000

 —

 —

 —

 —

 —

 14,000

 Franklyn Snitow

 12,000

 —

 —

 —

 —

 —

 12,000

 Item
 12.

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

 The
following tables set forth as of March 25, 2023 certain information regarding the ownership of our common stock, $0.01 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:

 Security
Ownership of Certain Beneficial Owners and Management

 Name
 and

 Address of Beneficial Owner(1)

 Amount
 and

 Nature of Beneficial Owner(2)

 Percent
 of

 Class(3)

 Estate
 of David Mintz

 2,630,440

 (4)

 49.4

 %

 Kass

 251,332

 (5)

 4.7

 %

 Franklyn
 Snitow

 64,432

 (5)

 1.2

 %

 Joseph
 N. Himy

 33,332

 (5)

 *

 Scott
 Korman

 33,332

 (5)

 *

 Efraim
 Mintz

 33,332

 (4)(5)

 *

 All
 Executive Officers and Directors as a group (5 persons in fiscal 2021)

 417,760

 (6)

 7.9

 %

 *
Less than 1%.

 (1)

 The
 address of the Estate of Mr. David Mintz and Messrs. Joseph Himy, Steven Kass, and Efraim Mintz is c/o Tofutti Brands Inc., 50 Jackson
 Drive, Cranford, New Jersey 07016. The address of Mr. Snitow is 590 Madison Avenue, 6 th Floor, New York, New York 10022.
 The address of Mr. Korman is c/o Nashone, Inc., 175 Elm Road, Englewood, NJ 07361. Each of these persons has sole voting and/or investment
 power of the shares attributed to him.

 (2)

 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 25, 2022 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.

 (3)

 Based
 on 5,153,706 shares issued and outstanding as of March 25, 2024.

 (4)

 Mr.
 Mintz is acting as the executor of the Estate of David Mintz, but disclaims any beneficial interest in the shares of common stock
 held by the Estate.

 (5)

 Includes
 currently exercisable stock options to purchase 32,332 shares of common stock.

 (6)

 Includes
 currently exercisable stock options to purchase 166,660 shares of common stock.

 Item
 13.

 Certain
 Relationships and Related Transactions, and Director Independence.

fiscal 2023 and 2022, we paid The CFO Squad $37,000 and $19,000, respectively, for financial services. Mr. Himy is the Managing Director
of The CFO Squad.

 Item
 14.

 Principal
 Accounting Fees and Services.

 Set
forth below are the aggregate fees billed by Mazars, our independent registered accounting firm, for the fiscal years ended December
30, 2023 and December 31, 2022 for services rendered by them as our independent registered accounting firm for such years.

 Fiscal 2023

 Fiscal 2022

 Audit fees

 $
 182,000

 $
 150,000

 Audit-related fees

 -

 -

 Total Audit & Audit-related fees

 $
 182,000

 $
 150,000

 Tax fees

 -

 -

 All other fees

 -

 -

 Total fees

 $
 182,000

 $
 150,000

 Audit
fees consist of fees billed for services rendered for the audit of our financial statements and review of our financial statements included
in our quarterly reports on Form 10-Q and services provided in connection with other statutory or regulatory filings.

 Audit-related
fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review
of our financial statements and not reported under Audit fees. No such fees were billed in fiscal 2023 or 2022.

 Tax
fees consist of fees billed for professional services related to the preparation of our U.S. federal and state income tax returns and
tax advice. No such fees were billed by Mazars in fiscal 2023 or 2022. The Audit Committee pre-approved all Audit-related fees. After
considering the provision of services encompassed within the above disclosures about fees, the Audit Committee has determined that the
provision of such services is compatible with maintaining Mazars' independence.

 The
Audit Committee's policy is to pre-approve all audit and non-audit related services, tax services and other services. Pre-approval
is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is
generally subject to a specific budget. The Audit Committee has delegated the pre-approval authority to its chairperson when expedition
of services is necessary. The independent registered public accounting firm and management are required to periodically report to the
full Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with
this pre-approval and the fees for the services performed to date.

 PART
IV

 Item
 15.

 Exhibits,
 Financial Statement Schedules.

 (a)

 Financial
 Statements

 See
 Item 8.

 (b)

 Financial
 Statement Schedules

 None.

 (c)

 Exhibits

 3.1

 Certificate of Incorporation, as amended through June 1993(1)

 3.2

 By-laws(2)

 4.1

 Tofutti Brands Inc. 2014 Equity Incentive Plan as amended by Board Resolution August 16, 2021

 23.1

 Consent of Mazars USA LLP

 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

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 (1)

 Filed
 as Exhibit 3.1 to the Registrant's Form 10-K for the fiscal year ended December 30, 2017 and hereby incorporated by reference
 thereto.

 (2)

 Filed
 as Exhibit 3.2 to the Registrant's Form 10-K for the fiscal year ended December 30, 2017 and hereby incorporated by reference
 thereto.

 Item
 16.

 Form
 10-K Summary

 We
have elected not to provide summary information.

 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 April 3, 2024.

 (Registrant)

 /s/
 Steven Kass

 Kass

 Chief
 Executive Officer

 In
accordance with the Securities Exchange Act of 1934, this Report has been signed below on April 3, 2024 by the following persons on
behalf of the Registrant and in the capacities indicated.

 /s/
 Steven Kass

 Kass

 Chief
 Executive Officer, Secretary, Treasurer and Chief Financial and Principal Accounting Officer

 /s/
 Joseph Himy

 Joseph
 Himy

 /s/
 Efraim Mintz

 Efraim
 Mintz

 /s/
 Scott Korman

 Scott
 Korman

 Franklyn
 Snitow