OMB APPROVAL
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
Washington, D.C. 20549 Expires: March 31, 2006
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FORM 12b-25 hours per response...2.50
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
(Check One) [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q 01-9009
[ ]Form N-SAR [ ] Form N-CSR
CUSIP NUMBER
For Period Ended: January 1, 2005 889068-10-5
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ____________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
Not applicable.
PART I - REGISTRANT INFORMATION
Tofutti Brands Inc.
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Full Name of Registrant
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Former Name if Applicable
50 Jackson Drive
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Address of Principal Executive Office (Street and Number)
Cranford, New Jersey 07106
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check boxes if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, Form N-SAR or N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof, will be filed on
or before the fifth calendar day following the prescribed due date;
and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
Persons who are to respond to the collections of information contained
in this form are not required to respond unless the form displays a
currently valid OMB control number.
SEC 1344 (07-03)
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
The registrant's newly appointed independent registered public
accounting firm was unable to complete their review of the registrant's
financial statements in a timely manner without unreasonable effort and
expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Steven Kass
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(Name)
908-272-2400
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(Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If answer is no, identify report(s).
[x] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
[X] Yes [ ] No
Net sales for fiscal 2004 of approximately $19.18 million
increased from approximately $19.01 million for fiscal 2003. For
fiscal 2004, the Registrant expects to report operating income of
approximately $1.05 million as compared with operating income of
approximately $1.13 million for fiscal 2003.
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
Tofutti Brands Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 1, 2005 By: /s/Steven Kass
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Steven Kass
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the Registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the Registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
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1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the form will be made a matter
of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule
201 or Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T (ss.232.13(b) of this chapter).
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