**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 
 **Amendment
        No. 1**
 to
 FORM
        10-QSB
 
 (Mark
                  One)**x  QUARTERLY
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934**For
                  the quarterly period ended:September
                  30, 2006**Or****o  TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934**For
                  the transition period from ____________ to
                  _____________Commission
                  File Number: 000-51450**DEJA
                  FOODS, INC.**(Exact
                  name of registrant as specified in its charter)Nevada
              05-0581183(State
                  or other jurisdiction of incorporation or organization)
              (I.R.S.
                  Employer Identification No.)17641
                  Vanowen Street, Van Nuys, CA
              91406(Address
                  of principal executive offices)
              (Zip
                  Code)(818)
                  758-6500(Registrant's
                  telephone number, including area code)(Former
                  name, former address and former fiscal year, if changed since last
                  report)16501
                  Ventura Boulevard, Suite 601, Encino, CA 91436
 Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
        the
        preceding 12 months (or for such shorter period that the registrant was required
        to file such reports), and (2) has been subject to such filing requirements
        for
        the past 90 days.
 Yes
        o No x
  Indicate
          by check mark whether the registrant is a shell company (as defined in
          Rule
          12b-2 of the Exchange Act): Yes o No x
 
 **APPLICABLE
        ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
        YEARS:**
 Indicate
        by check mark whether the registrant has filed all documents and reports
        required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
        Act
        of 1934 subsequent to the distribution of securities under a plan confirmed
        by a
        court.
 Yes
        x No o
 
 **APPLICABLE
        ONLY TO CORPORATE ISSUERS:**
 Indicate
        the number of shares outstanding of each of the issuer's classes of common
        stock, as of September 30,2006: 559,028
  Transitional
          Small Business Disclosure (Check one): Yes o No x
  
  **EXPLANATORY
          NOTE**
 
 The
          Registrant files this amendment to insert information on the cover page
          that was
          inadvertently omitted previously. The Registrant has not made any other
          changes
          in this amendment.
  
 **Deja
        Foods, Inc.**
 
 **Form
        10-QSB**
 
 **Table
        of Contents**
 
  **Page**PART
                  I - FINANCIAL INFORMATION
              3Condensed
                  Consolidated Financial StatementsCondensed
                  Consolidated Balance Sheets
                  as of December 31, 2005 and
                September
                  30, 2006
              4-5Condensed
                  Consolidated Statements of Operationsfor the three and
                nine
                  months ended September 30, 2005 and 2006
              6Condensed
                  Consolidated Statement of  Changes in Stockholders’Deficit
                for
                  the nine months ended September 30, 2006
              7Condensed
                  Consolidated Statements of Cash Flowsfor the nine months
                ended
                  September 30, 2005 and 2006
              8-9Notesto
                  Condensed Financial Statements
              10Discussion
                  and Analysis or Plan of Operation
              16Controls
                  and Procedures
              19PART
                  II - OTHER INFORMATION
              20Legal
                  Proceedings
              20Unregistered
                  Sales of Equity Securities
              20Submission
                  of Matters to a Vote of Security Holders
              21Exhibits
              21SIGNATURES
              22
 
 2
 
 **PART
        I - FINANCIAL INFORMATION**
 **Unaudited
        Condensed Consolidated Financial Statements**
 
 The
        accompanying unaudited condensed consolidated financial statements have been
        prepared in accordance with generally accepted accounting principles for
        interim
        financial reporting and pursuant to the rules and regulations of the Securities
        and Exchange Commission ("Commission").  While these statements reflect all
        normal recurring adjustments which are, in the opinion of management, necessary
        for fair presentation of the results of the interim period, they do not include
        all of the information and footnotes required by generally accepted accounting
        principles for complete financial statements.  For further information,
        refer to the financial statements and footnotes thereto, which are included
        in
        the Company's Registration Statement on Form SB-2 previously filed with the
        Commission on April 5, 2006, and subsequent amendments made
        thereto.
 
 3
 
 **DEJA
        FOODS, INC.**
 **CONDENSED
        CONSOLIDATED BALANCE SHEET**
  ASSETS
 September
                    30
                
                December
                    31,2006
                
                2005(Unaudited)Current
                    AssetsCash
                    and cash equivalents
                
                $
                188,902
                
                $
                109,718Accounts
                    receivable, less allowance for doubtful accounts of
                    $76,000as
                    of December 31, 2005
                
                
                -
                
                
                1,353,101Inventories
                
                
                -
                
                
                4,278,131Receivable
                    from stockholder
                
                
                -
                
                
                167,669Receivable
                    from employees
                
                
                -
                
                
                22,057Prepaid
                    expenses and other
                
                
                88,605
                
                
                150,357Total
                    Current Assets
                
                
                277,507
                
                
                6,081,033Property
                    and EquipmentFurniture
                    and fixtures
                
                
                -
                
                
                38,080Office
                    equipment
                
                
                -
                
                
                127,684Vehicles
                
                
                155,000
                
                
                267,180Tenant
                    improvements
                
                
                -
                
                
                7,177155,000
                
                
                440,121Less
                    accumulated depreciation
                
                
                -
                
                
                (55,367
                )Net
                    Property and Equipment
                
                
                155,000
                
                
                384,754Other
                    AssetsFictitious
                    name, net of accumulated amortization
                
                
                -
                
                
                634,675Goodwill
                
                
                -
                
                
                669,097Customer
                    list, net of accumulated amortization
                
                
                -
                
                
                65,083Deposits
                    and other
                
                
                1,945
                
                
                37,582Investment
                    in affiliated company
                
                
                -
                
                
                321,060Total
                    Other Assets
                
                
                1,945
                
                
                1,727,497Total
                    Assets
                
                $
                434,452
                
                $
                8,193,284
 
 The
        accompanying notes are an integral part
          of
          these consolidated financial statements
 
 4
  **DEJA
        FOODS, INC.**
 **CONDENSED
        CONSOLIDATED BALANCE SHEET**
 **(CONTINUED)**
 
 LIABILITIES
        AND STOCKHOLDERS' DEFICIT
 September
                    30,
                
                December
                    31,2006
                
                2005(Unaudited)Current
                    LiabilitiesAccounts
                    payable and accrued expenses
                
                $
                4,065,660
                
                $
                3,638,508Notes
                    payable
                
                
                1,928,353
                
                
                2,806,515Loan
                    payable - affiliated company
                
                
                1,942,013
                
                
                2,016,882Current
                    portion of long-term debt
                
                
                1,486,833
                
                
                20,014Total
                    Current Liabilities
                
                
                9,422,859
                
                
                8,481,919Long-Term
                    Debt, net of current portion
                
                
                -
                
                
                1,414,270Stockholders'
                    Equity (Deficit)Preferred
                    stock: $.001 par value, 5,000,000 sharesauthorized,
                    none issued or outstanding
                
                
                -
                
                
                -Common
                    stock: $.001 par value, 10,000,000 sharesauthorized,
                    4,433,333 shares issued and outstanding
                
                
                4,433
                
                
                4,433Additional
                    paid in capital
                
                
                1,072,680
                
                
                856,415Receivable
                    from stockholder
                
                
                (224,919
                )
                
                -Accumulated
                    deficit
                
                
                (9,840,601
                )
                
                (2,563,753
                )Total
                    Stockholders' Deficit
                
                
                (8,988,407
                )
                
                (1,702,905
                )Total
                    Liabilities and Stockholders' Deficit
                
                $
                434,452
                
                $
                8,193,284
  The
        accompanying notes are an integral part
          of
          these consolidated financial statements
 
 5
  **DEJA
        FOODS, INC.**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF OPERATIONS**
 Three
                    Months Ended September 30,
                
                Nine
                    Months Ended September 30,2006
                
                2005
                
                2006
                
                2005(Unaudited)
                
                (Unaudited)Sales
                
                $
                1,150,466
                
                $
                2,735,009
                
                $
                9,315,827
                
                $
                7,967,596Cost
                    of sales
                
                
                1,230,332
                
                
                2,488,444
                
                
                9,139,192
                
                
                7,131,660Gross
                    Profit (Loss)
                
                
                (79,866
                )
                
                246,565
                
                
                176,635
                
                
                835,936Operating
                    ExpensesDepreciation
                    and amortization
                
                
                9,731
                
                
                8,455
                
                
                73,581
                
                
                24,686Impairment
                    of assets
                
                
                1,499,452
                
                
                -
                
                
                3,433,527
                
                
                -Selling,
                    general and administrative expenses
                
                
                438,125
                
                
                707,302
                
                
                3,042,225
                
                
                2,018,150Total
                    Operating Expenses
                
                
                1,947,308
                
                
                715,757
                
                
                6,549,333
                
                
                2,042,836Loss
                    From Operations
                
                
                (2,027,174
                )
                
                (469,192
                )
                
                (6,372,698
                )
                
                (1,206,900
                )Other
                    Income (Expense)Income
                    from unconsolidated subsidiary
                
                
                -
                
                
                (1,300
                )
                
                22,506
                
                
                20,963Interest
                    income
                
                
                163
                
                
                3,097
                
                
                9,044
                
                
                10,045Other
                    income
                
                
                65
                
                
                -
                
                
                188
                
                
                -Interest
                    expense
                
                
                (154,019
                )
                
                (142,569
                )
                
                (935,888
                )
                
                (361,392
                )Total
                    Other Income (Expense)
                
                
                (153,791
                )
                
                (140,772
                )
                
                (904,150
                )
                
                (330,384
                )Loss
                    Before Provision for Income Taxes
                
                
                (2,180,965
                )
                
                (609,964
                )
                
                (7,276,848
                )
                
                (1,537,283
                )Provision
                    (Benefit) For Income Taxes
                
                
                -
                
                
                (139,357
                )
                
                -
                
                
                (362,809
                )Net
                    Loss
                
                $
                (2,180,965
                )
                $
                (470,607
                )
                $
                (7,276,848
                )
                $
                (1,174,474
                )Net
                    Loss Per Basic andDiluted
                    Share of Common StockWeighted
                    Average Number of Common SharesOutstanding
                
                
                4,433,333
                
                
                4,100,000
                
                
                4,433,333
                
                
                4,060,668Net
                    Loss Per Share of Common Stock
                
                $
                (.49
                )
                $
                (.11
                )
                $
                (1.64
                )
                $
                (.29
                )
 The
        accompanying notes are an integral
 part
        of
        these consolidated financial statements
  6
  **DEJA
        FOODS, INC.**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'****DEFICIT**
 (unaudited)
 Common
                    Stock
                
                Additional
                
                ReceivablePaid
                    In
                
                From
                
                AccumulatedShares
                
                Amount
                
                Capital
                
                Stockholder
                
                DeficitBalance
                    at December 31, 2005
                
                
                4,433,333
                
                
                4,433
                
                
                856,415
                
                
                -
                
                
                (2,563,753
                )Compensation
                    expense from issuanceof
                    stock options
                
                
                -
                
                
                -
                
                
                192,357
                
                
                -
                
                
                -Fair
                    value adjustment of warrants issued inconnection
                    with convertible debentures
                
                
                -
                
                
                -
                
                
                23,908
                
                
                -
                
                
                -Reclassification
                    of receivable from stockholder to equity
                
                
                -
                
                
                -
                
                
                -
                
                
                (224,919
                )
                
                -Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (7,276,848
                )Balance
                    at September 30, 2006 (unaudited)
                
                
                4,433,333
                
                $
                4,433
                
                $
                1,072,680
                
                $
                (224,919
                )
                $
                (9,840,601
                )
  The
        accompanying notes are an integral part
          of
          these consolidated financial statements
 7
  **DEJA
        FOODS, INC.**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS**
 Nine
                    Months Ended September 30,2006
                
                2005(Unaudited)Cash
                    Flows from Operating ActivitiesNet
                    loss
                
                $
                (7,276,848
                )
                $
                (1,174,474
                )Adjustments
                    to reconcile net loss to net cashprovided
                    (used) by operating activities:Provision
                    for bad debts
                
                
                (43,778
                )
                
                21,921Depreciation
                    and amortization
                
                
                410,524
                
                
                52,222Income
                    from unconsolidated subsidiary
                
                
                (22,506
                )
                
                -Stock
                    based compensation
                
                
                192,357
                
                
                -Deferred
                    taxes
                
                
                -
                
                
                (224,502
                )Impairment
                    of assets
                
                
                3,433,527
                
                
                -Changes
                    in operating assets and liabilities:Accounts
                    receivable
                
                
                521,973
                
                
                58,321Inventories
                
                
                3,191,925
                
                
                (1,066,016
                )Prepaid
                    expenses and other
                
                
                (70,555
                )
                
                (55,752
                )Accounts
                    payable and accrued expenses
                
                
                427,152
                
                
                881,115Net
                    cash provided (used) by operating activities
                
                
                763,771
                
                
                (1,507,165
                )Cash
                    Flows from Investing Activities(Increase)
                    decrease in receivable from stockholder
                
                
                (57,250
                )
                
                5,064Decrease
                    (increase) in receivable from employees
                
                
                22,057
                
                
                (642
                )Payment
                    of direct costs of M & L acquisition
                
                
                (10,751
                )
                
                -Capital
                    expenditures
                
                
                (28,882
                )
                
                (17,413
                )(Increase)
                    decrease in deposits
                
                
                35,637
                
                
                (8,372
                )Distributions
                    from unconsolidated subsidiary
                
                
                13,190
                
                
                -Net
                    cash used by investing activities
                
                
                (25,999
                )
                
                (21,363
                )Cash
                    Flows from Financing ActivitiesBank
                    overdraft
                
                
                -
                
                
                (50,322
                )Debt
                    issuance costs
                
                
                (204,636
                )
                
                -Net
                    proceeds from notes payable - bank and warrants
                
                
                1,500,474
                
                
                190,051Principal
                    payments on notes payable
                
                
                (1,956,014
                )
                
                -Net
                    proceeds from loan payable - affiliated company
                
                
                131
                
                
                687,011Net
                    Proceeds from (principal payments on) long-term debt
                
                
                1,457
                
                
                (10,510
                )Issuance
                    of common stock
                
                
                -
                
                
                258,778Net
                    cash (used) provided by financing activities
                
                
                (658,538
                )
                
                1,075,008Net
                    Increase (Decrease) in Cash and Cash Equivalents
                
                
                79,184
                
                
                (453,520
                )Cash
                    and Cash Equivalents, Beginning of period
                
                
                109,718
                
                
                713Cash
                    and Cash Equivalents, End of period
                
                $
                188,902
                
                $
                (452,807
                )**SUPPLEMENTAL
                    DISCLOSURES OF CASH FLOW INFORMATION**Cash
                    paid during the period for:Interest
                
                $
                649,203
                
                $
                287,886
 
 The
        accompanying notes are an integral part
          of
          these consolidated financial statements
  8
 
 **DEJA
        FOODS, INC.**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS**
 **(CONTINUED)**
 Nine
                    Months Ended September 30,2006
                
                2005(Unaudited)**SUPPLEMENTAL
                    DISCLOSURES OF NON-CASH****INVESTING
                    AND FINANCING ACTIVITIES**Issuance
                    of common stock for repayment of loanpayable-affiliated
                    company
                
                $
                -
                
                $
                11,500Retirement
                    of loan payable-affiliated company throughissuance
                    of convertible debentures
                
                
                75,000Fair
                    value adjustment of warrants related to convertible
                    debentures
                
                
                23,908Furniture
                    and fixtures acquired in connection withobligation
                    under capital lease
                
                
                39,037Transfer
                  of accouts receivable and inventories inpartial
                    settlement of note payable
                
                
                422,622
  The
        accompanying notes are an integral part
          of
          these consolidated financial statements
  9
  **Deja
        Foods, Inc**
 **Notes
        to Condensed Consolidated Financial Statements**
 (Unaudited)
 
 **Note
        1 - Basis of presentation**
 
 Deja
        Foods, Inc. (the "Company") was incorporated in Nevada on August 7,
        2003 primarily to distribute food products to retailers, food banks,
        distributors, and government institutions on a wholesale level. The Company
        grants credit to its customers in the aforementioned areas of the food industry.
        These customers are located across several regions of the United States of
        America. The Company performs periodic credit evaluations of its customers
        and
        requires no collateral. The interim condensed consolidated financial statements
        included herein, presented in accordance with United States generally accepted
        accounting principles and stated in US dollars, have been prepared by the
        Companypursuant to the rules and regulations of the Securities and Exchange
        Commission (SEC).  Certain information and footnote disclosures normally
        included in financial statements prepared in accordance with generally accepted
        accounting principles have been condensed or omitted pursuant to such rules
        and
        regulations, although the Company believes that the disclosures are adequate
        to
        make the information presented not misleading.
 
 These
        statements reflect all adjustments, consisting of normal recurring adjustments,
        which, in the opinion of management, are necessary for fair presentation
        of the
        information contained therein.  It is suggested that these consolidated
        interim financial statements be read in conjunction with the financial
        statements of the Company for the year ended December 31, 2005 and notes
        thereto
        included in the Company's SB-2 Registrations statement.  The Company
        follows the same accounting policies in the preparation of interim reports.
        The
        consolidated financial statements include the accounts of Deja Foods, Inc.,
        and
        its wholly owned subsidiary M & L Wholesale Foods, LLC
        (“M&L”). All inter company transactions and balances have been eliminated in
        consolidation.  The preparation of the Company's consolidated financial
        statements in conformity with U.S. generally accepted accounting principles
        requires the Company's management to make estimates and assumptions that
        affect
        the reported amounts of assets and liabilities and disclosure of contingent
        assets and liabilities at the date of the financial statements, and the reported
        amounts of revenues and expenses during the reporting period. Actual results
        could differ from those estimates. These interim financial statements give
        effect for the August 14, 2006 filing of a voluntary petition under chapter
        11
        of the US Bankruptcy Court by the Company (see also Note 10).
 
 The
        results for the nine months ended September 30, 2006 are not necessarily
        indicative of the expected results for the full 2006 fiscal year or any future
        period.
 
 **Note
        2 - History and organization of the company**
 
 Deja
        Foods, Inc. (the "Company") was incorporated in Nevada on August 7,
        2003 primarily to distribute food products to retailers, food banks,
        distributors, and government institutions on a wholesale level.  As
        indicated in Note 10, on August 14, 2006 the registrant and its subsidiary
        filed
        voluntary petitions under Chapter 11 of the US Bankruptcy Code, filed in
        the US
        Bankruptcy Court for the Central District of California, San Fernando Valley
        Division, bankruptcy case numbers SV 06-11351-KT and SV 06-11352-KT,
        respectively.  The Company and its subsidiary have been managing their
        affairs as debtors in possession.
 
 **Note
        3 - Accounts Receivable, Inventory, Property and Equipment and Other Long-lived
        Assets**
  Impairment
        of Accounts Receivable and
        Inventory
  During
        the quarter ended September 30, 2006, accounts receivable with book
        value in the amount of $874,905 and inventory with book value in the
        amount of $1,086,206 were transfered to Laurus Master Fund as collateral
        in
        partial satisfaction of the outstanding obligation due Laurus Master Fund
        in
        conjunction with the filing of the voluntary bankruptcy petition. After
        recognizing impairment expense of $1,538,489 related to these assets, the
        net credit applied to the satisfaction of debt was $422,622.
  Impairment
        of Long-lived Assets
  Property
        and equipment was initially written down to estimated recoverable value at
        June
        30, 2006. The Company subsequently has written off the remainder of the property
        and equipment to the actual net recoverable value. Accordingly, this write
        down
        is included in operating expense in the accompanying statements of operations
        down for the period ended September 30, 2006.
  Intangible
        assets, which consisted of fictitious name, goodwill and customer list, were
        written off in entirety at June 30, 2006.  Accordingly, included in
        operating expense in the accompanying statements of operations is $1,352,706
        related to this write-down for the period ended June 30, 2006 and reflected
        in
        the company’s financial statements for the period ended September 30,
        2006.
  An
        investment of $330,376 in a related party (Deja Plus Fund, LLC) was considered
        fully impaired and written off as of June, 30, 2006. Total impairment expense
        of
        $1,895,037 related to long-lived assets had been reflected in the company’s
        financial statements for the period ended September 30, 2006.
  Depreciation
        and amortization expenses totaled $73,851 and $24,686 for the nine months
        ended
        September 30, 2006 and 2005 and $9,731 and $8,455 for the three months
        ended September 30, 2006 and 2005, respectively.
 
 10
 
 **Deja
        Foods, Inc**
 **Notes
        to Condensed Consolidated Financial Statements**
 (Unaudited)
 
 **Note
        4 - Debt and interest expense**
 
 In
        April 2006, the Company obtained a new revolving line ("the Line") of
        credit facility allowing the Company to borrow up to $5 million based on
        90% of eligible accounts receivable and 60% of eligible inventory. The term
        of
        the Line was for three years. The interest rate was 3% per annum above the
        prime rate. The initial funding was approximately $2.5 million. Proceeds
        from the initial funding were partially used to retire the existing Notes
        Payable with the exception of the Demand Note and the Note Payable to the
        former
        owner of M & L. The initial funding included a $500,000 over
        advance to be repaid within six months.
 
 The
        lender also received a common stock purchase warrant entitling it to purchase
        up
        to 1,053,550 shares of the Company's common stock for $0.001 per share. In
        addition, the Company was obligated under a Registration Rights Agreement
        to
        file a registration statement with the Securities and Exchange Commission
        covering the shares of common stock issuable upon exercise of the warrant.
        The
        warrant allowed settlement in unregistered shares of the Company's common
        stock.
 
 The
        exercise of the warrant by the holder could have been made either by physical
        settlement (cash), or net settlement (a net number of shares are received
        based
        on the excess of the fair market value of the stock over the exercise price)
        or
        a combination of the two methods.
 
 In
        August
        2006, the Company was in default of its senior secured debt.  Accordingly
        the debt became immediately due and payable.  Prepaid loan fees of $230,263
        were charged to expense in the nine months ended September 30, 2006 as a
        result
        of the acceleration of this debt and reflected in the company’s financial
        statements for the period ended September 30, 2006. In addition, for the
        period
        ending September 30, 2006, to give effect for the bankruptcy filing, the
        Company
        in accordance with EITF 00-19 reversed the debt discount originally reflected
        in
        the company’s financial statements, the warrant payable and the amortized
        portion of the discount.
 
 11
  **Deja
        Foods, Inc**
 **Notes
        to Condensed Consolidated Financial Statements**
 (Unaudited)
 
 The
        Company defaulted on the two notes payable to the former owner of
        M & L (one on June 25, 2006 and one on July 10, 2006)
        because it hadn't made certain required payments. The default provisions
        of the
        notes state the entire unpaid note balance and accrued, unpaid interest may
        be
        declared immediately due and the interest rate increased to 12% per annum.
        In
        July 2006 the Company was declared in default on one of the two notes, with
        a principal balance of approximately $173,000.  Interest expense in the
        accompanying statements of operations includes $23,641 for the nine-month
        period
        ended September 30, 2006 related to these notes.
 
 The
        Company did not make interest payments due May 1 through August 31, 2006 on
        the loan payable to its affiliated company or convertible debenture holders.
        There is no acceleration feature in either of these obligations for non-payment
        of interest.
 
 The
        payment defaults on the notes payable to former owner of M & L,
        loan payable to affiliated company and convertible debenture holders have
        caused
        a technical default on the April 2006 line of credit. Accordingly, the
        lender had the right to declare the entire principal balance due in full,
        foreclose on the Company's assets and increase the interest rate by 1.5%
        per
        month. However, the lender did not exercise his rights on this payment
        default.
 
 A
        bank demand
        note of $260,000 personally guaranteed by the former owner of M&L was paid
        by the former owner and in consideration of his paying the amount due, the
        Company added to its obligation to the owner the amount paid by
        him.
 
 **Note
        5 - Stockholders' equity**
 
 *Stock
        Split*
 
 In
        November 2004, the Company approved a 3.550972 for one forward stock split
        of the issued and outstanding common shares. All share information and per
        share
        data have been retroactively restated for all periods presented to reflect
        the
        stock split.
 
 *Common
        Stock*
 
 In
        January, February and March 2005, 11,500 shares of common stock were issued
        in exchange for the repayment of affiliated company debt of $11,500. In
        addition, 258,778 shares were sold in connection with the Company's private
        placement of its securities for $1.00 per share.
 
 In
        December 2005, 333,333 shares of common stock were issued as partial
        payment of the acquisition price of M & L. These shares were
        valued at $1.00 per share based on the price of shares recently sold by the
        Company to other unrelated parties.
 
 No
        common
        stock has been issued by the company for the nine months ended September
        30,
        2006.
 
 *2005
        Stock Option Plan*
 
 In
        January 2005, the Company adopted a stock option plan (the "2005 Stock
        Option Plan" or the "Plan"), which provides for the grant of both incentive
        stock options and non-statutory options. A total of 250,000 shares have been
        reserved for issuance under the 2005 Stock Option Plan.
 
 In
        January 2006 the Plan was amended to increase the total number of shares
        reserved for issuance to 350,000. In February and March 2006, the plan was
        amended again to increase the total to 500,000 and then 1,000,000 shares,
        respectively.
 
 No
        options have been issued in accordance with the plan during the nine months
        ended September 30, 2006.
 
 **Note
        6 - Commitments and contingencies**
  *Lease
        Arrangements*
 
 All
        leases described below were terminated at the time of filing for Bankruptcy
        under Chapter 11.
 
 The
        Company leased its corporate headquarters under a long-term leasing arrangement,
        which was due to expire in August 2009.
 
 In
        November 2005 the Company entered into a lease for office space in New York
        City. The lease became effective when the space was ready for occupancy in
        February 2006. The lease was to expire in January 2011.
 
 The
        Company also leased vehicles and certain office equipment under operating
        leases
        that were terminated.
 
 The
        Company subleased a portion of its headquarters location to a company controlled
        by a member of the Company's Board of Directors.
  12
  **Deja
        Foods, Inc**
 **Notes
        to Condensed Consolidated Financial Statements**
 (Unaudited)
 
 **7.
         Related Party Transactions**
 
 *Revolving
        Credit Agreement*
 
 In
        2003,
        a revolving credit agreement for up to $250,000 was entered into between
        the
        Company and the Company's President. The agreement calls for interest at
        10% per
        annum payable upon demand. The Company and its President verbally agreed
        that
        this agreement will be in effect for advances made from the President to
        the
        Company as well as from the Company to its President. Interest income includes
        $13,475 for the year ended December 31, 2005, pursuant to this agreement.
 In addition, for the nine months ended September 30, 2006 interest income
        in the amount of $8,727 was accrued. Subsequently the note was contributed
        to
        equity and no further accruals are reflected in the financial
        statements,
 
 *Loan
        Agreement*
 
 In
        2004,
        the Company's President, David Fox, formed and became Manager of Deja Plus.
        Deja
        Plus agreed to provide loans of up to the total available funds of Deja Plus
        to
        the Company. The Company agreed to pay a fee to Deja Plus equal to the greater
        of (i) 12% per annum of the funds available from the Fund to the Company or
        (ii) 25% of the gross profits from the purchase and resale of food products
        by the Company generated utilizing the funds from the Fund.
 
 As
        Fund
        Manager, Mr. Fox had exclusive control over the business of the Fund. The
        Manager's duties included dealing with Members; responsibility for tax,
        accounting and legal matters; performing internal reviews of the Fund's
        investments and loans; evaluating funds advanced under the agreement with
        the
        Company; determining how and when to invest the Fund's capital, and determining
        the course of action to take if the Fund's loans are in default.
 
 Notwithstanding
        the above, the Manager could not impair the Fund's ability to carry on or
        change
        the nature of the Fund's business. It is stated in the Fund's operating
        agreement that the primary purpose of the Fund was to fund the bulk purchase
        of
        food products of the Company. The Manager may only complete the duties as
        explicitly stated in the Fund operating agreement.
 
 As
        part
        of the agreement it was agreed that the food products purchased by the Company
        will be funded by Deja Plus if Deja Plus has sufficient cash to fund each
        purchase. If Deja Plus does not have sufficient cash, the Company can elect
        to
        purchase the food products with its own funds or those of third parties.
        Deja
        Plus's Private Placement Memorandum states that the only business activity
        is to
        fund the inventory purchases of Deja Foods, Inc.
 
 The
        Company owes Deja Plus $1,942,013 under this agreement at September 30,
        2006. This amount is reflected as Loan payable-affiliated company in the
        accompanying consolidated balance sheet. Interest expense includes $120,322
        and
        $155,096 related to this agreement for the nine months ended September 30,
        2006 and 2005, respectively.
 
 Entities
        controlled by Larry Kosmont, a member of the Company's board of directors,
        are
        holders of $380,000 of the 10% convertible debentures the Company has issued.
        These entities have also received 218,500 warrants to purchase the Company's
        common stock for $1.50 per share. The debentures are convertible into the
        Company's common stock at $1 per share through November 30,
        2007.
 
 The
        Company leased its Denver, PA office space from the company owned by the
        father
        of the former owner of M & L, and current Deja Foods
        officer/director, on a one year lease which automatically renews for one
        year
        from year to year. This lease has been terminated.
 
 Interest
        expense in the accompanying statements of operations includes $26,059 for
        the
        period ended September 30, 2006 related to a convertible debenture (note
        4)
        holder who was an officer of the Company.
 
 **10.
         Subsequent Events**
 
 *Voluntary
        Bankruptcy Petition*
 
 Realization
        of the assets and payment of the liabilities reflected in the accompanying
        statements of financial position are dependent upon among other things,
        management of the Company submitting a plan of reorganization to the Court,
        the
        Court approving the Plan and the cooperation of the creditors of the
        Company.
  13
  **Deja
        Foods, Inc**
 **Notes
        to Condensed Consolidated Financial Statements**
 (Unaudited)
 
 On
        October 4, 2007 the Company appeared in the United States Bankruptcy Court
        to
        present combined disclosure statements of Deja Foods, Inc. and M&L Wholesale
        Foods describing their Chapter 11 plan of reorganization.  This joint
        reorganization plan under which creditors of the Company will receive free
        trading stock in two reorganized and recapitalized companies in exchange
        for
        their debt was approved by the court.  Specifically, upon confirmation by
        the court (the “Effective Date”),the following transactions are scheduled to
        occur:
 
 A.  Contribution Agreement entered into as of November 20, 2007 between Buck-A-Roo$
        Holding Corporation, formerly Deja Foods (“BARHC, and Grocery Liquidators of
        America, LLC, (“GLA”) and B.A.R. Van Owen, LLC, a (“BARVO”) with regard to the
        following:
 
 B.  The
        Plan
        provides that upon the Effective Date of the Plan, eleven (11) calendar days
        after the entry of an order confirming the Plan, GLA and BARVO shall contribute
        assets to BARHC, in accordance with the Plan and the First Amended Combined
        Disclosure Statements of Deja Foods, Inc. and M & L Wholesale Foods, LLC, in
        exchange for shares of stock in BARHC.
  C. On
        the
        Effective Date, BARHC shall assume selected liabilities related to the assets
        being assigned and transferred to it by BARVO.
 
 D. On
        the
        Effective Date, a lease of real property located at 17641 Vanowen Street,
        Van
        Nuys, California 91406 will be assigned by BARVO to and assumed by
        BARHC.
 
 E. On
        the
        Effective Date, a personal property lease will be assigned by BARVO to and
        assumed by BARHC
 
 F. On
        the
        Effective Date GLA, as Licensee will enter into a license agreement with
        BARHC
        as Licensor . The agreement will require GLA to forever pay to BARHC royalty
        income from its existing Buck-A-Roo$TM stores in Pico Rivera, California and
        Bellflower, California at the rate of 5% of gross sales payable monthly in
        arrears. The existing license agreement between GLA as Licensor and BARVO
        as
        licensee will be terminated
 
 G. On
        the
        Effective Date, GLA and BARHC will transfer Buck-A-Roo$TM Intellectual Property
        between GLA, as Transferor and BARHC, as Transferee,
 
 H. On
        the
        Effective date, BARVO will assign and transfer to BARHC all of its right,
        title
        and interest to all of its inventory, furniture, fixtures, equipment, machinery,
        leasehold improvements and all other tangible assets not otherwise included
        in
        any other assignment or transfer.
 
 I. On
        the
        Effective Date, BARHC will assume the liabilities of BARVO related to the
        assets
        being assigned and transferred to it by BARVO
 
 J.  On
        the
        Effective Date and concurrent with the execution of the assignments and
        transfers of assets and assumption of liabilities, BARHC shall issue the
        following shares of its common stock (“Common Shares”): 4,276,900 shares to GLA
        and 4,696,058 shares to BARVO .
 
 *Convertible
        Debentures*
 
 During
        the fourth quarter of 2006, holders of $535,000 in convertible debentures,
        with
        related warrants for 296,000 shares of common stock, rescinded their debenture
        agreements.  Consistent with the manner in which the original transaction
        was recorded, the effect of these recessions will be to reduce the debenture
        liability with a corresponding increase in the loan payable to Deja Plus
        High
        Yield Income Fund, LLC.
 
 14
 
 **Changes
        in and Disagreements with Accountants**
 
 On
        August
        30, 2006 Mayer Hoffman McCann P.C. resigned as the Company’s principal
        certifying accountants.  None of the reports of Mayer Hoffman McCann P.C.
        on the financial statements of the Registrant contained any adverse opinion
        or
        disclaimer of opinion, or was qualified or modified as to uncertainty, audit
        scope or accounting principles, except as follows:  Mayer Hoffman McCann
        P.C.’s report on our financial statements as of and for the year ended December
        31, 2005 contained a separate paragraph, stating that:
 
 The
        accompanying consolidated financial statements have been prepared assuming
        the
        Company will continue as a going concern. As shown in the consolidated financial
        statements, the Company incurred a net loss of $2,338,618 and $403,726 during
        the years ended December 31, 2005 and 2004, respectively. The Company also
        had negative working capital of $2,400,886 as of December 31, 2005. As
        discussed in Note 1 to the consolidated financial statements, the Company's
        significant operating losses and negative working capital raise substantial
        doubt about its ability to continue as a going concern. Management's plans
        in
        regard to these matters are also discussed in Note 1. The consolidated
        financial statements do not include any adjustments that might result from
        the
        outcome of this uncertainty.
 
 During
        the Registrant’s two most recent fiscal years and during any subsequent interim
        periods preceding the date of termination, there were no disagreements with
        Mayer Hoffman McCann P.C. on any matter of accounting principles or practices,
        financial statement disclosure, or auditing scope or procedure, which
        disagreement(s), if not resolved to Mayer Hoffman McCann P.C. satisfaction,
        would have caused them to refer to the subject matter of the disagreement(s)
        in
        connection with their report; and there were no "reportable events" as defined
        in Item 304 (a)(1)(v) of the Securities and Exchange Commission's Regulation
        S-K.
 
 As
        of
        September 19, 2007, the Registrant has engaged Grobstein, Horwath & Company
        LLP, 15233 Ventura Boulevard, Sherman Oaks, California 91403-2201, as its
        independent registered public accounting firm commencing September 19, 2007,
        for
        the year ended December 31, 2006.  During the most recent two years through
        September 19, 2007 (the date of engagement), neither the Registrant nor anyone
        engaged on its behalf has consulted with Grobstein, Horwath, & Company LLP
        regarding: (i) either the application of accounting principles to a specified
        transaction, either completed or proposed; or the type of audit opinion that
        might be rendered on the Registrant's financial statements; or (ii) any matter
        that was either the subject of a disagreement (as defined in Item 304(a)(1)(v)
        of Regulation S-K).
 
 A
        Form
        8-K has been filed with the Commission regarding this matter.
 
 15
  **Management's
        Discussion and Analysis or Plan of Operations**
 
 *Forward-Looking
        Statements*
 
 This
        Quarterly Report contains forward-looking statements about our business,
        financial condition and prospects that reflect management's assumptions and
        beliefs based on information currently available.  We can give no assurance
        that the expectations indicated by such forward-looking statements will be
        realized.  If any of our management's assumptions should prove incorrect,
        or if any of the risks and uncertainties underlying such expectations should
        materialize, Deja Foods, Inc actual results may differ materially from those
        indicated by the forward-looking statements.
 
 The
        key
        factors that are not within our control and that may have a direct bearing
        on
        operating results include, but are not limited to, acceptance of our services,
        our ability to expand our customer base,  management’s ability to raise
        capital in the future, the retention of key employees and changes in the
        regulation of our industry.
 
 There
        may
        be other risks and circumstances that management may be unable to predict.
         When used in this Quarterly Report, words such as, *"believes,"*  *"expects,"
        "intends,"*  *"plans,"*  *"anticipates,"*  *"estimates"* and
        similar expressions are intended to identify forward-looking statements,
        although there may be certain forward-looking statements not accompanied
        by such
        expressions.
 
 **Overview**
 
 We
        are a
        nationwide food distributor that offers food products in bulk quantities
        for
        sale to price sensitive, high volume purchasers such as prisons, mental health
        facilities and governmental agencies, which we refer to as the "institutional"
        part of our business. We also sell our food products in bulk directly and
        through distributors to deep discount food stores ranging from small independent
        retailers to chain discount stores, such as Dollar Tree, 99 Cents Stores
        and Big
        Lots. We refer to our sales to discount food stores as the "retail" part
        of our
        business.
 
 Often,
        we
        obtain the food products we sell to our institutional and retail customers
        from
        manufacturers who contact us regularly when they experience over production,
        cancelled orders or label changes. These manufacturers regard our distribution
        systems as an efficient way to liquidate their inventory without using their
        own
        sales networks. In overstock situations, these manufacturers are willing
        to
        deeply discount their prices to us because our distribution channels do not
        compete with their customary sales channels. We make these "opportunity"
        purchases from a number of multinational food manufacturers, including Con
        Agra,
        Del Monte, National Frozen Foods and Cool Brands.
 
 We
        also
        arrange for "continuity" purchases of food products on a regular and ongoing
        basis from specific manufacturers which we sell to our retail and institutional
        customers. Many of our food products, which we obtain regularly from domestic
        and overseas manufacturers, are manufactured for us under our own "Deja FoodsTM"
        label.
 
 From
        our
        inception in August 2003 through August 14, 2006 we experienced rapid
        growth in sales, marketing, development of a system of rented warehouse capacity
        and distribution channels situated strategically for geographic coverage,
        and we
        created a corporate infrastructure. We believed that the need to build a
        corporate structure to ensure adequate personnel to perform the accounting,
        sales and marketing and distribution functions and to establish a warehouse
        capacity based upon our specific product inventory requirements was critical
        to
        our long term success. We also believed our pallet by pallet warehousing
        methodology would minimize storage costs and financial commitments as we
        only
        rent warehouse space at the time of the actual storage requirement. These
        corporate level efforts, while developing sales growth in our institutional
        and
        retail business, severely impacted our operating margins and cash flow and
        our
        overall results during 2005 and the period ended August 14, 2006 culminating
        in
        our declaring voluntary bankruptcy on that date.
  The
        report of our independent registered public accounting firm on our financial
        statements as of December 31, 2005 and for the years ended
        December 31, 2005 and 2004 contained an explanatory paragraph expressing
        substantial doubt about our ability to continue as a going concern based
        upon
        our net losses and negative working capital. Our continuation as a going
        concern
        was dependent upon our ability to generate sufficient cash flow to meet our
        obligations in a timely manner, to obtain additional financing as needed
        and
        become profitable. Our continued existence was dependent upon our ability
        to
        achieve our operating plan which included: (1) Strategic moves to place
        greater emphasis on returning to higher margin business. Specifically ,utilizing
        capital resources to take advantage of close out opportunities rather than
        a
        concentration on the continuity business, (2) full integration of the Deja
        Foods' food service operations with the sales and distribution operations
        of
        M & L Wholesale Foods in the Northeastern part of the United States,
        thus improving efficiencies in sales, marketing and logistics,
        (3) continuing to build customer base through improved distribution
        capabilities, and (4) issuing additional equity or debt securities as
        appropriate. During the period ended September 30, 2006 we did not issue
        any
        additional securities and as indicated above, we did not achieve these
        objectives and filed for bankruptcy on August 14, 2006.
 
 On
        August
        14, 2006, we filed a voluntary bankruptcy petition with the U.S. Bankruptcy
        Court. Subsequently, on October 4, 2007 we appeared in the United States
        Bankruptcy Court to present combined disclosure statements of Deja Foods,
        Inc.
        and M&L Wholesale Foods describing our Chapter 11 plan of reorganization.
 This joint reorganization plan under which creditors of the Debtors will
        receive free trading stock in two reorganized and recapitalized companies
        in
        exchange for their debt was approved by the court. Upon plan confirmation,
        reorganization debtors will acquire valuable intellectual property (related
        to
        Buckaroos Stores and exclusive rights to develop, license and/or franchise
        additional Buckaroos Stores),  operating capital (royalty fees on original
        Buckaroos Stores), and an operating business (100% interest in a fully stocked
        operating flagship store).  The reorganized M&L Wholesale Foods will
        receive a $150,000 cash infusion from Deja Foods to resume their institutional
        business. We have further described this transaction in Footnote 10 Subsequent
        Events to the financial statements.
  16
 
 **Management's
        Discussion**
 
 *Three
        and Nine Months Ended September 30, 2006 Compared to the Three and Nine Months
        Ended September 30, 2005*
 
 *Sales
        Revenue and Cost of Sales*
 
 Since
        we
        ceased operations on August14, 2006 pending determination of bankruptcy
        proceedings and obtaining the necessary working capital to reestablish
        operations at our company and wholly owned subsidiary, it is difficult to
        compare results for the three months and nine months ended September 30,
        2006
        compared to results during the three months and nine months ended September
        30,
        2005. It should be noted that due to the ceasing of our operations our cost
        of
        goods sold exceeded sales for the three month period ended September 30,
        2006.
        This major increase in cost of goods sold is attributed to several
        factors:
 
 (1)
              Lack
                  of sufficient capital to take full advantage of opportunity purchases
                  presented. Our negative working capital and our cumulative losses
                  inhibited cash flow which severely restricted our ability to
                  operate.
  (2)
              The
                  closing of our warehouse sites in Garland, Texas and Savannah,
                  Georgia and
                  moving unsold product from these sites. We often sold product from
                  these
                  warehouses at cost or below in order to avoid the cost of relocating
                  the
                  inventory to our remaining warehouse
                  sites
 
 (3)
              Increase
                  in freight costs due to the rising price of
                  fuel.
 
 (4)
              Increase
                  in storage costs. Excess inventory resulted in slower inventory
                  turns and
                  higher storage charges.
 
 (5)
              The
                  cost of ceasing operations, including selling off inventory at
                  below cost
                  amounts.
 
 Our
        gross
        profit percentage has experienced a significant decrease since December 31,
        2004
        for the reasons indicated above (the impact of closing two warehouses impacted
        gross profit for the nine months ended September 30, 2006). We have reviewed
        our
        product lines (closeouts and continuity) and sales categories (opportunity
        and
        retail) and have identified this mix changed from an even split between
        institutional and retail sales for the year ended December 31, 2005 to a
        status that has retail sales approaching 70% of sales for the nine months
        ended
        September 30, 2006. There has also been a shift to lower margin continuity
        sales
        for the three months ended September 30, 2006 of 30% of net sales versus
        38% for
        the three months ended September 30, 2005. As indicated in the table below,
        we
        experienced significant decreases in operating results for the three and
        nine
        months ended September 30, 2006 compared to the same periods in 2005.  This
        was a result of the mix of business, rapid growth in operating costs including
        the cost of products, inability to pay our vendors and obtain competitively
        priced products, which in turn left us in a shortage of cash position which
        impacted our ability to operate.
 
 The
        table
        below depicts sales and gross profit comparative data for the three months
        and nine months ended September 30, 2006 and 2005.:
 
 **Three
                  Months Ended**
                **September
                  30, 2006**
              
              **Three
                  Months Ended**
                **September
                  30, 2005**
              
              **Nine
                  Months Ended**
                **September
                  30, 2006**
              
              **Nine
                  Months Ended**
                **September
                  30, 2005****(unaudited)**
              
              **(unaudited)**
              
              **(unaudited)**
              
              **(unaudited)**Net
                  Sales
              
              $
              1,150,466
              
              $
              2,735,009
              
              $
              9,315,827
              
              $
              7,967,596Cost
                  of Sales
              
              $
              1,230,332
              
              $
              2,488,444
              
              $
              9,139,192
              
              $
              7,131,660Gross
                  Profit
              
              $
              (79,866
              )
              $
              246,565
              
              $
              176,635
              
              $
              835,936Gross
                  Profit %
              
              
              (5.0
              )%
              
              9.0
              %
              
              2
              %
              
              10.5
              %
 
 **Selling,
        General and Administrative Expenses**
 
 As
        indicated below, SG & A increased as a percentage of sales for the
        three months ended September 30, 2006 compared to the three months ended
        September 30, 2005 due mainly to the several factors including:
        (1) building a long term employee base for sales and corporate office
        operations, along with related office expenses and marketing efforts
        (2) and legal and professional fees related to registering our common
        stock, and recording  accelerated compensation expenses ($178,900) related
        to employee stock options due to the bankruptcy filing (3) ceasing of selling
        product while closing down operations upon filing of bankruptcy. Legal and
        professional fees related to the registration process were approximately
        $200,000 for the nine months ended September 30, 2006 . Legal and professional
        fees not related to the registration process were approximately $260,000
        compared to $178,000 during the nine months ended September, 30, 2005, an
        increase of approximately $82,000, due primarily to increases in directors'
        fees, investor relations expenses and accounting fees. Demurrage was
        approximately $98,400, during the nine months ended September 30, 2006 compared
        to $0 expended in the nine months ended September 30, 2005, and represents
        finance charges on our imported products for time periods we were unable
        to take
        possession due to lack of available funds.
 
 17
 
 **Three
                  Months Ended**
                **September
                  30, 2006**
              
              **Three
                  Months Ended**
                **September
                  30, 2005**
              
              **Nine
                  Months Ended**
                **September 30,
                  2006**
              
              **Nine
                  Months Ended**
                **September
                  30, 2005****(unaudited)**
              
              **(unaudited)**
              
              **(unaudited)**
              
              **(unaudited)**Selling
                  Expense
              
              $
              111,604
              
              $
              125,654
              
              $
              628,486
              
              $
              282,128General &
                  Administrative Expense
              
              $
              326,521
              
              $
              581,648
              
              $
              2,413,739
              
              $
              1,736,022Total
              
              $
              438,123
              
              $
              707,302
              
              $
              3,042,225
              
              $
              2,018,150Selling,
                  General & Administrative Expense as a % of Sales
              
              
              38.1
              %
              
              25.9
              %
              
              32.7
              %
              
              25.3
              %
  Since
        we
        ceased operations on August 14, 2006 concurrent with the bankruptcy filing
        we
        determined that the entire intangible asset balance should be written off
        as
        there were insufficient projected future cash flows to justify maintaining
        the
        balance forward. We impaired a total of $1,538,489 in accounts receivable
        and in
        inventory and wrote these amounts off in conjunction with the filing of our
        voluntary bankruptcy.  In addition, we wrote down property and
        equipment to estimated disposal value and the investment in our affiliated
        company. The total of these adjustments of $3,433,527 was recorded as impairment
        expense and included in operating expenses for the nine months ended September
        30, 2006.
 
 *Liquidity
        and Capital Resources*
  As
        of
        August 14, 2006 we did not have adequate funds to pay our employees nor obtain
        product to sell to our customers and effectively ceased operations until
        such
        time that we could obtain adequate working capital and resume
        operating.
 
 The
        cost
        and availability of capital resources were severe limiting factors to our
        growth and profitability during the nine months ended September 30, 2006.
        In
        order to finance this growth, we  aggressively pursued a strategy designed
        to ensure adequate capital resources for the long term. This strategy was
        a
        continuation of our objectives enumerated at the end of 2004. The strategic
        and
        tactical objectives that we pursued included the following: (1) obtain
        adequate working capital as we believed our business model was working but
        funding growth during our early stages was critical to the success of this
        model, (2) significantly reducing short term debt, (3) eliminating any
        potential conflicts of interest with the Fund, (4) increasing our bank line
        of credit and borrowing base that reflected our accounts receivable and
        inventory level requirements, and (5) completing acquisitions that
        profitably supported our growth objectives. We also sought a means of equity
        financing that we could do on terms which we believed to be fair, reasonable
        and
        would help us achieve our stated goals. We were not successful with our
        endeavors and as a result we entered bankruptcy proceedings on August 14,
        2006.
 
 During
         the period ended  August 14, 2006 we attempted to accomplish the
        following prior to our bankruptcy filing:
 
 (1)
              In
                  November 2005 through January 2006, , we sold $1,153,500 face
                  amount of convertible subordinated debenturesand
                  intended to offer up to a total of $5,000,000 of debentures. We
                  sold the
                  debentures in units, each Unit consisting of a $10,000 Debenture
                  and 5,000
                  warrants. The warrants were exercisable to purchase our common
                  stock based
                  upon a purchase price of $1.50 per share at any time up until
                  November 30, 2007. The debentures, issued in $10,000 denominations,
                  were convertible into our common stock based upon a purchase price
                  of
                  $1.00 per share at any time up until November 30, 2007. The
                  debentures were to pay interest until conversion or maturity on
                  November 30, 2007 at the rate of 10% per annum, payable monthly. The
                  debentures were unsecured and are subordinated to all of our secured
                  debt,
                  including our lines of credit. We believed, that had we sold the
                  maximum
                  $5,000,000 offering, this debenture financing would have provided
                  us
                  adequate working capital, enabled us to finance our M & L
                  Wholesale Foods acquisition, repay the bridge loan due March 31, 2006
                  and fully or partially replace the Deja Plus High Yield Income
                  Fund debt
                  with debt that would have had a lower cost of funds to us. As discussed
                  in
                  the subsequent events section above, holders of $535,000 in convertible
                  debentures rescinded their debenture
                  agreements.
 
 (2)
              Recognizing
                  we were unable to raise an adequate level of working capital, we
                  continued
                  our endeavors to obtain a long term revolving credit facility to
                  meet our
                  sales growth objectives and reduce short term debt including the
                  Neptune
                  loan. We also recognized that we had to take active internal steps
                  to
                  reduce our negative working capital situation. During the six months
                  ended
                  June 30, 2006 we reduced our warehousing operations in Texas and
                  Georgia
                  in order to eliminate operating and overhead expenses, focused
                  our
                  M & L subsidiary operations on higher margin business,
                  initiated longer payment terms with our vendors, and extended our
                  note
                  with M & T Bank for an additional 90 days. On March 28,
                  2006 we signed a commitment letter with the Laurus Master Fund,
                  Ltd. for a
                  three year revolving credit facility with an interest rate of prime
                  plus
                  3% subject to a floor of 10%. The facility had a maximum availability
                  of
                  up to $5,000,000 based upon accounts receivable at an advance rate
                  of 90%
                  of eligible accounts and an advance rate of 60% of eligible inventory
                  capped at $2,500,000. The credit facility closed on April 21, 2006
                  and we were funded in the approximate amount of $2,500,000 on
                  April 25, 2006. Included in the initial funding was an over formula
                  advance of $500,000 that was required to be repaid within six months.
                  We
                  utilized these funds as indicated above including repaying Neptune
                  Company
                  Asset Holdings, M & T Bank and Celtic Capital Corporation. Laurus
                  Master Fund, Ltd. received a common stock purchase warrant for
                  the
                  purchase of up to 1,053,550 shares of our common stock for $0.001
                  per
                  share as additional consideration for the credit facility. The
                  warrant was
                  valued at $1,053,550. and reflected as a liability and debt discount
                  on
                  our balance sheet. The debt discount was netted against the line
                  of credit
                  facility on the balance sheet and amortized to interest expense
                  initially
                  over the three year term of the line of credit facility using the
                  effective interest method. We did not believe use of the Laurus
                  Master
                  Fund, Ltd. for working capital was in conflict with the Deja Plus
                  High
                  Yield Income Fund as we were only required to use the Deja Plus
                  High Yield
                  Income Fund subject to the Fund having additional funds available
                  and as
                  of March 31, 2006 we had used all funds available for lending to us
                  from the Fund and received no further funding from the Fund through
                  the
                  end of July , 2006. In conjunction with our filing for voluntary
                  bankruptcy and the settlement of our obligation to the Laurus Master
                  Fund
                  we transferred accounts receivable and inventory to Laurus as collateral
                  and impaired the expense and have reflected this impairment in
                  our
                  financial statements.
  18
  (3)
              Subsequent
                  to our funding by Laurus Master Fund, Ltd., our negative working
                  capital
                  position combined with the need to continue to pay down our accounts
                  payable vendors and additional operational losses resulted in us
                  not
                  making required payments due on  loans described
                  below:
 
 (a)
              Note
                  payable to former owner of M & L Wholesale Foods—as of
                  July 10, 2006, for non-payment of interest, we were in default on a
                  note with a balance of approximately $333,000, with a stated maturity
                  date
                  of February 2007. Payments of interest only at the rate of 6% per
                  annum were payable monthly. The default provisions of the note
                  stated the
                  holder could declare the entire unpaid balance of the note and
                  all accrued
                  unpaid interest immediately due. Additionally, the default interest
                  rate
                  was 12% per annum. The holder has not issued a notice of
                  default.
 
 (b)
              Note
                  payable to former owner of M & L Wholesale Foods—as of
                  June 25, 2006, for non-payment of principal, we were in default on a
                  note with a balance of approximately $173,000, with a stated maturity
                  date
                  of February 2007. Principal of $10,000 was payable semi-monthly and
                  interest at the rate of 9% per annum was payable monthly. The default
                  provisions of the note stated the holder could declare the entire
                  unpaid
                  balance of the note and all accrued unpaid interest immediately
                  due.
                  Additionally, the default interest rate was 12% per annum. On
                  July 17, 2006, the holder issued a notice of default. Without
                  limiting their rights or remedies, the holder stated in the notice
                  of
                  default a desire to seek an amicable
                  solution.
 
 (c)
              Loan
                  payable to Deja Plus High Yield Income Fund—we did not make interest
                  payments due May 1 through September 30, 2006. The loan had an
                  approximate balance of $1,942,000 as of September 30, 2006 and
                  runs
                  through March 2009. Monthly interest is currently approximately
                  $20,000. There is no accelerating feature if payments are not
                  made.
 
 (d)
              Convertible
                  debenture notes payable—we did not make interest payments due May 1,
                  through September 30, 2006. The notes have a balance of $1,153,500
                  and are
                  due November 30, 2007. Monthly payments are currently approximately
                  $9,600, consisting of interest only at the rate of 10% per annum.
                  There is
                  no accelerating feature if payments aren't
                  made.
 
 These
        payment defaults  also caused a technical default on our line of credit
        with Laurus Master Funds, Ltd. The line of credit expires in April 2009 and
        bears interest at 3% per annum above the prime rate and had a balance of
        approximately $2,438,000 as of September 30, 2006. When we defaulted, the
        lender
        had the right to demand repayment of the loan in full, the ability to foreclose
        upon our assets and to increase the interest rate by 1.5% per month. Resolution
        of our default with Laurus Master Funds is addressed in our Plan of
        Reorganization submitted to the US Bankruptcy Court and approved on October
        4,
        2007.
 
 *Working
        Capital*
 
 Net
        working capital is an important measure of our ability to finance our
        operations. While our net working capital at December 31, 2005 and June 30,
        2006 was negative and remained negative during the September 30, 2006 reporting
        period, we believed that when other factors were considered, including our
        investment in and the use of the Deja Plus High Yield Fund, our asset based
        line
        of credit with Laurus Master Fund, Ltd. and our accounts receivable turnover,
        we
        had a minimum essential level of capital available to meet our needs. As
        indicated in our description of subsequent events and our filings in US
        Bankruptcy Court we did not have the necessary level of working capital to
        sustain operations during the period following June 30, 2006 and subsequently
        filed for bankruptcy on August 14, 2006.
 
 We
        do not
        have any off-balance sheet arrangements.
 
 **Controls
        and Procedures**
 
 We
        have
        established a set of disclosure controls and procedures designed to ensure
        that
        information required to be disclosed by us in our reports filed under the
        Securities Exchange Act, is recorded, processed, summarized and reported
        within
        the time periods specified by the SEC's rules and forms.  Disclosure
        controls have also designed with the objective of ensuring that this information
        is accumulated and communicated to our management, including our chief executive
        officer and chief financial officer, as appropriate, to allow timely decisions
        regarding required disclosure.  We believe our disclosure controls and
        internal controls are effective for the nine months ended September 30,
        2006.
  We
        do not
        expect that our disclosure controls or internal controls over financial
        reporting will prevent all errors or all instances of fraud.  A control
        system, no matter how well designed and operated, can provide only reasonable,
        not absolute, assurance that the control system's objectives will be met.
         Further, the design of a control system must reflect the fact that there
        are resource constraints, and the benefits of controls must be considered
        relative to their costs.  Management is required to apply its judgment in
        evaluating the cost-benefit relationship of possible controls and procedures.
        Because of the inherent limitations in all control systems, no evaluation
        of
        controls can provide absolute assurance that all control issues and instances
        of
        fraud, if any, within our company have been detected.  These inherent
        limitations include the realities that judgments in decision-making can be
        faulty, and that breakdowns can occur because of simple error or mistake.
         Because of the inherent limitation of a cost-effective control system,
        misstatements due to error or fraud may occur and not be detected. We did
        not
        implement any changes in control during the nine month period ending September
        30, 2006.
 
 19
 
 **PART
        II - OTHER INFORMATION**
 
 **Legal
        Proceedings**
 
 No
        Director, officer, significant employee, or consultant of Deja Foods, Inc.
        has
        been convicted in a criminal proceeding, exclusive of traffic
        violations.
 
 No
        Director, officer, significant employee, or consultant of Deja Foods, Inc.
        has
        been permanently or temporarily enjoined, barred, suspended, or otherwise
        limited from involvement in any type of business, securities or banking
        activities.
 
 No
        Director, officer, significant employee or consultant of Deja Foods, Inc.
        has
        been convicted of violating a federal or state securities or commodities
        law.
 
 On
        August
        14, 2006 Deja Foods, Inc filed a voluntary petition under Chapter 11 of the
        US
        Bankruptcy Code, filed in the US Bankruptcy Court for the Central District
        of
        California, San Fernando Valley Division, bankruptcy case number SV
        06-11351-KT.  The registrant has been managing its affairs as a debtor in
        possession.
 
 On
        October 4, 2007 the registrant appeared in the United States Bankruptcy Court
        to
        present combined disclosure statements of Deja Foods, Inc. and M&L Wholesale
        Foods describing their Chapter 11 plan of reorganization.  This joint
        reorganization plan under which creditors of the Debtors will receive free
        trading stock in two reorganized and recapitalized companies in exchange
        for
        their debt was approved by the Court.  The companies currently have no
        assets of any appreciable value and creditors would receive nothing in the
        event
        of a liquidation of the Debtors.  Under the Plan upon confirmation, the
        reorganized debtors will acquire intellectual property, operating capital,
        an
        operating business and other assets of value.
 
 **Unregistered
        Sales of Equity Securities**
 
 In
        the
        last three years, we have issued the following shares of our unregistered
        securities:
 
 (i)  In
        August 2003 we issued 1,000,000 shares for $1,000 cash to our founder and
        Chief Executive Officer, David Fox, and in November 2004 we split the
        shares on the basis of 3.550972 shares for each share outstanding. All 1,000,000
        shares were valued at $.001 per share and issued for cash, pursuant to the
        exemption provided by Section 4(2) of the Securities Act of 1933, as
        amended (the "1933 Act"). Subsequently, Mr. Fox gifted 10,000 shares to
        three individuals.
 
 (ii)  In
        November 2004 and January 2005 we issued 59,028 shares, including the three
        individuals who received shares directly from Mr. Fox, all of whom were our
        employees, directors, consultants or family members or friends of Mr. Fox
        for cash ($240) or services ($25,000) valued at $.01 to $1.00 per share and
        pursuant to the exemption provided by Section 4(2) of the 1933 Act:
 
 (iii)  Between
        December 2004 and March 2005, we issued a total of 500,000 shares, for
        $401,000 cash and $99,000 for repayment of loan payable—affiliated company, to
        investors at $1.00 per share.
 
 (iv)  Between
        November 2005 and January 2006 we exchanged 10% convertible
        subordinated debentures to the following persons in the face amounts indicated
        below for the face amounts of membership interests. Each investor also received
        one warrant for each $2.00 face amount of debentures purchased. All of the
        investors exchanged their interests (at their cost) in the Deja Plus High
        Yield
        Income Fund for debentures, except Mr. Mann who purchased $20,000 of
        debentures for cash. The debentures pay interest at the rate of 10% per
        annum.
 
 Each
        warrant is exercisable to purchase one share of our common stock until
        November 30, 2007 for $1.50 per share.
 
 An
        additional 10% of warrants were issued for investor purchases over $250,000
        face
        amount of debentures; 15% for purchases over $375,000 and 20% for purchases
        over
        $500,000.
 
 (v)  In
        December 2005 we issued 333,333 shares of our common stock to Myron
        Stoltzfus, Sr. in connection with our acquisition of M & L
        Wholesale Foods, LLC.
 
 (vi)  In
        April 2006, we issued a common stock purchase warrant to Laurus Master
        Fund, Ltd. for the purchase of up to 1,053,550 shares of our common stock
        as
        additional consideration for a credit facility they provided us for up to
        $5,000,000. The warrant has an exercise price of $0.001 per share with no
        expiration date.
 
 We
        relied
        upon the exemption provided by Rule 506 of Regulation D and/or
        Section 4(2) of the 1933 Act in connection with the sales in
        section (iii), (iv) and (vi), above. All of such individuals were friends
        or business associates of our Chief Executive Officer and were known by him
        to
        be accredited investors as defined in Rule 501 and suitable to make such an
        investment. All such investors executed a subscription agreement confirming
        that
        they were accredited investors. All shares issued contained a restrictive
        legend
        and the holders confirmed they were acquiring the shares for investment and
        without an intent to distribute the shares.
  20
 
 **Submission
        of Matters to a Vote of Security Holders**
 
 None
 
 **Exhibits
        and Reports on Form 8-K**
 
 **Exhibit
                  Number**
              **Name
                  and/or Identification of Exhibit**2
              Plan
                  of Purchase, Sale, Reorganization, arrangement, liquidation or
                  successiona.
                   voluntary petition for bankruptcy (2)(4)3
              Articles
                  of Incorporation & By-Lawsa.
                   Articles of Incorporation , as amended (1)b.  Bylaws
                  (5)Departure
                  of Directors or Principal Officers (2) (4)16
              Letter
                  on change in certifying accountant   (3)31*
              Rule
                  13a-14(a)/15d-14(a) Certification32*
              Certification
                  under Section 906 of the Sarbanes-Oxley Act (18 U S C Section
                  1350)
 
 Notes:
 
 1. Incorporated
        by reference to the Registration Statement on Form SB-2, as amended, previously
        filed with the SEC on April 11, 2005.
 
 **Date
                  of  8-K**
              **Items
                  Disclosed on Form 8-K**(2)
                  August 21, 2006
              Items
                  1.03 and 5.02(3)
                  September 28, 2007
              Items
                  4.01(4)
                  October 9, 2007
              Items
                  1.03 and 5.02
 
 21
 
 **SIGNATURES**
 
 In
        accordance with the Exchange Act of 1934, this report has been signed below
        by
        the following persons on behalf of the registrant and in the capacities and
        on
        the dates indicated.
 
 **DEJA
        FOODS, INC.**
 
 Signature
              Title
              Date/s/
                  David Fox
              Chief
                  Executive Officer,
              March
                    4, 2008
 David
                    Fox
              President
                  and Director/s/
                  David Fox
              Secretary,
                  Treasurer
              March
                    4, 2008David
                  Fox
              and
                  Director/s/
                  Barry S. Baer
              Chief
                  Financial Officer
              March
                    4, 2008Barry
                  S. Baer
              Principal
                  Accounting Officer
 
 22