Buck-A-Roo$ Holding 10QSB 2007 Q2 Quarterly report (small business)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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: June 30, 2007

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: 333-124016

BUCK-A-ROO$ HOLDING CORPORATION

(FORMERLY 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)

Deja Foods, Inc.
(Former name, if changed since last report)

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

Yes 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 June 30, 2007: 134,343

BUCK-A-ROO$ HOLDING CORPORATION

Form 10-QSB

Table of Contents

	Page
PART I - FINANCIAL INFORMATION		3

Unaudited Consolidated Financial Statements		3

Consolidated Balance Sheets		4-5

Consolidated Statements of Operations		6

Consolidated Statements of Changes in Stockholders’ Deficit		7

Consolidated Statements of Cash Flows		8-9

Notes		10

Management's Discussion and Analysis or Plan of Operation		16

Controls and Procedures		18

PART II - OTHER INFORMATION		19

Legal Proceedings		19

Unregistered Sales of Equity Securities		19

Submission of Matters to a Vote of Security Holders		21

Exhibits		21

SIGNATURES		22

PART I - FINANCIAL INFORMATION

Unaudited Consolidated Financial Statements

The accompanying unaudited 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 Annual Report on Form 10-KSB previously filed with the Commission on January 22, 2008, and subsequent amendments made thereto.

BUCK-A-ROO$ HOLDING CORPORATION

CONSOLIDATED BALANCE SHEETs

ASSETS

	June 30,		December 31,
	2007		2006
	(Unaudited)
Current Assets
Cash and cash equivalents	$	188,902	$	188,902
Prepaid expenses and other		88,605		88,605

Total Current Assets		277,507		277,507

Other Assets
Deposits and other		1,945		1,945

Total Other Assets		1,945		1,945

Total Assets	$	279,452	$	279,452

The accompanying notes are an integral

part of these consolidated financial statements

BUCK-A-ROO$ HOLDING CORPORATION

CONSOLIDATED BALANCE SHEETS

(CONTINUED)

LIABILITIES AND STOCKHOLDERS' DEFICIT

	June 30,			December 31,
	2007			2006
	(Unaudited)
Current Liabilities
Accounts payable and accrued expenses	$	4,190,660		$	4,110,660
Notes payable		1,773,353			1,773,353
Loan payable - affiliated company		2,477,013			2,477,013
Current portion of long-term debt		951,833			951,833

Total Current Liabilities		9,392,859			9,312,859

Long-Term Debt, net of current portion		-			-

Stockholders' Deficit
Preferred stock: $.001 par value, 5,000,000 shares
authorized, none issued or outstanding		-			-
Common stock: $.001 par value, 10,000,000 shares
authorized, 134,343 shares issued and outstanding		134			134
Additional paid in capital		1,076,979			1,076,979
Receivable from stockholder		(224,919	)		(224,919	)
Accumulated deficit		(9,965,601	)		(9,885,601	)

Total Stockholders' Deficit		(9,113,407	)		(9,033,407	)

Total Liabilities and Stockholders' Deficit	$	279,452		$	279,452

The accompanying notes are an integral

part of these consolidated financial statements

BUCK-A-ROO$ HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Sales	$	-		$	3,472,258		$	-		$	8,165,361

Cost of sales		-			3,510,432			-			7,908,860

Gross Profit (Loss)		-			(38,174	)		-			256,501

Operating Expenses
Depreciation and amortization		-			32,531			-			63,850
Impairment of assets					1,934,075			-			1,934,075
Selling, general and administrative expenses		40,000			1,375,781			80,000			2,604,100

Total Operating Expenses		40,000			3,342,387			80,000			4,602,025

Loss From Operations		(40,000	)		(3,380,561	)		(80,000	)		(4,345,524	)

Other Income (Expense)
Income from unconsolidated subsidiary		-			13,522			-			22,506
Interest income		-			4,959			-			8,881
Other income		-			(22	)		-			123
Interest expense		-			(532,615	)		-			(781,869	)

Total Other Expense		-			(514,136	)		-			(750,359	)

Loss Before Provision for Income Taxes		(40,000	)		(3,984,717	)		(80,000	)		(5,095,883	)

Provision (Benefit) For Income Taxes		-			-			-			-

Net Loss	$	(40,000	)	$	(3,984,717	)	$	(80,000	)	$	(5,095,883	)

Net Loss Per Basic and Diluted Share of Common Stock Weighted Average Number of Common Shares Outstanding		134,343			134,343			134,343			134,343

Net Loss Per Share of Common Stock	$	(.30	)	$	(29.66	)	$	(.60	)	$	(37.93	)

The accompanying notes are an integral

part of these consolidated financial statements

BUCK-A-ROO$ HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

	Common Stock				Additional
					Paid In
	Shares		Amount		Capital		Receivable From Shareholder			Accumulated Deficit

Balance at December 31, 2005		134,343	$	134	$	860,714	$	-		$	(2,563,753	)

Compensation expense from issuance of stock options		-		-		192,357		-			-

Change in fair value adjustment of warrants issued in connection with convertible debentures		-		-		23,908		-			-

Reclassification of Receivable from Shareholder in Equity								(224,919	)

Net loss		-		-		-		-			(7,321,848	)

Balance at December 31, 2006		134,343	$	134	$	1,076,979	$	(224,919)$		$	(9,885,601	)

Net loss		-		-		-		-			(80,000	)

Balance at June 30, 2007 (unaudited)		134,343	$	134	$	1,076,979	$	(224,919	)	$	(9,965,601	)

The accompanying notes are an integral

part of these consolidated financial statements

BUCK-A-ROO$ HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended June 30,
	2007			2006
	(Unaudited)			(Unaudited)

Cash Flows from Operating Activities
Net loss	$	(80,000	)	$	(5,095,883	)
Adjustments to reconcile net loss to net cash used by operating activities:
Provision for bad debts		-			7,528
Depreciation and amortization		-			300,636
Income from unconsolidated subsidiary		-			(22,506	)
Stock option mark to market adjustment		-			2,086
Stock based compensation		-			190,271
Impairment of long term - assets		-			1,934,074
Changes in operating assets and liabilities:
Accounts receivable		-			23,393
Inventories		-			2,408,850
Prepaid expenses and other		-			(140,747	)
Accounts payable and accrued expenses		80,000			471,652

Net cash provided by operating activities		-			(79,354	)

Cash Flows from Investing Activities
Increase in receivable from stockholder		-			(57,250	)
Increase in receivable from employees		-			(4,367	)
Payment of direct costs of M & L acquisition		-			(10,751	)
Capital expenditures		-			(38,798	)
Decrease in deposits		-			1,152
Distributions from unconsolidated subsidiary		-			13,190

Net cash used by investing activities		-			(96,824	)

Cash Flows from Financing Activities
Debt issuance costs		-			(204,636	)
Net proceeds from notes payable - bank and warrants		-			2,515,803
Principal payments on notes payable		-			(2,378,636	)
Net proceeds from loan payable - affiliated company		-			131
Principal payments on long-term debt		-			(9,112	)

Net cash used by financing activities		-			(76,450	)

Net Decrease in Cash and Cash Equivalents		-			(93,920	)

Cash and Cash Equivalents, Beginning of period		188,902			109,718

Cash and Cash Equivalents, End of period	$	188,902		$	15,798

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:

Interest	$	-		$	571,309

The accompanying notes are an integral

part of these consolidated financial statements

BUCK-A-ROO$ HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(CONTINUED)

	Six Months Ended June 30,
	2007		2006
	(Unaudited)		(Unaudited)

SUPPLEMENTAL DISCLOSURES OF NON-CASH
INVESTING AND FINANCING ACTIVITIES

Retirement of loan payable-affiliated company through issuance of convertible debentures	$	-	$	75,000

Fair value adjustment of warrants related to convertible debentures	$	-	$	23,908

Furniture and fixtures acquired in connection with obligation under capital lease	$	-	$	39,037

The accompanying notes are an integral

part of these consolidated financial statements

BUCK-A-ROO$ HOLDING CORPORATION

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 - Organization of the Company and basis of presentation

Organization

Deja Foods, Inc. was incorporated in Nevada on August 7, 2003. On December 14, 2007, Deja Foods changed its name to Buck-A-Roo$ Holding Corporation (the Company). The Company was established primarily to distribute food products to retailers, food banks, distributors, and government institutions throughout the United States.

Basis of Presentation

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 Company, without audit, pursuant 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, 2006 and notes thereto. The Company follows the same accounting policies in the preparation of interim reports.

Principles of Consolidation

The consolidated financial statements include the accounts of Buck-A -Roo$ Holding Corporation (formerly Deja Foods, Inc.), and its wholly owned subsidiary (formerly M & L Wholesale Foods, LLC). All inter company transactions and balances have been eliminated in consolidation.

Use of Estimates

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.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing and become profitable. (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 and its subsequent reorganization effective December 14, 2007.)

As indicated in Note 8, the Company recently emerged from bankruptcy as a reorganized business. The Plan of Reorganization, as approved by the bankruptcy court, constitutes a comprehensive plan which management believes will allow the Company to continue to operate as a going concern.

The results for the three months and six months ended June 30, 2007 are not necessarily indicative of the expected results for the full 2007 fiscal year or any future period.

BUCK-A-ROO$ HOLDING CORPORATION

Notes to Consolidated Financial Statements

(Unaudited)

Note 2 - 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 as defined in the agreement. The term of the Line was for three years. The interest rate is 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 31,926 shares of the Company's common stock for $0.033 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.

The number of shares purchasable and the exercise price were subject to certain adjustments for dilutive transactions and for recapitalizations of the Company's stock.

The warrant was valued at $1,053,550. Since the Company was liable for rescission payments in connection with the note and related warrant, a potential for cash settlement existed whereby, at the option of the holder, the warrant would be redeemed by the Company for a payment of cash to the holder. Therefore, in accordance with the provisions of EITF 00-19 the value of the warrant was reflected as a liability and debt discount on the Company's balance sheet. The debt discount was netted against the related note payable on the balance sheet and was to be amortized to interest expense over the term of the note payable using the effective interest method. This valuation was based on expected volatility of 38%, risk-free interest rate of 4.817%, expected dividend yield of 0% and an expected term of 6 years. 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 as a result of the acceleration of this debt and reflected in the company’s financial statements for the year ended December 31, 2006. In addition, for the year ended December 31, 2006, to give effect for the bankruptcy filing, the Company in accordance with EITF 00-19 reversed the debt discount, the warrant payable, and the amortized portion of the discount, originally reflected in the company’s financial statements in the amount of $1,053,550 as described above.

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 had not 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. The Company did not make interest payments due May 1 through June 30, 2007 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 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 their rights on this payment default.

As a result of the bankruptcy preceding initiated on August 14, 2006, no interest has been accrued for these notes.

BUCK-A-ROO$ HOLDING CORPORATION

Notes to Consolidated Financial Statements

(Unaudited)

Note 3 - Stockholders' equity

Reverse Stock Split

As of December 14, 2007 (the Reorganization Plan Effective Date or the “Effective Date”) the Company effected a 1 for 33 reverse common stock split for Company shareholders holding common stock prior to the effective date. The shares of stock held by David Fox prior to the effective date have been cancelled and excluded from the stock split. All share amounts and earnings per share in 2006 have been retroactively restated to give effect to the reverse stock split.

The Reorganization Plan changed the total number of common stock shares authorized to 25,000,000 and issued to 10,000,000.

Preferred Stock

The authorized preferred stock of the Company consisted of 5,000,000 shares, $.001 par value. The preferred stock may be issued in separate series from time to time as the Board of Directors of the Company may determine by resolution, unless the nature of a particular transaction and applicable statutes require shareholder approval. The rights, preferences and limitations of each series of preferred stock may differ, including without limitation, the rate of dividends, methods and nature of payment of dividends, terms of redemption, amounts payable on liquidation, sinking fund provision (if any), conversion rights (if any), and voting rights. No preferred stock was outstanding as of December 31, 2006 and June 30, 2007.

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 1,000,000 shares were reserved for issuance under the 2005 Stock Option Plan.

Options under the Company's 2005 Stock Option Plan were issuable only to eligible officers, directors, key employees and consultants of the Company.

Although 405,000 options were granted and 5,000 options were forfeited during the year ended December 31, 2006, no options have been exercised in accordance with the plan during the year ended December 31, 2006 and the six months ended June 30, 2007 . All employee options were cancelled effective with the filing for bankruptcy protection on August 14, 2006.

Note 4 - Commitments and contingencies

Lease Arrangements

All leases were terminated at the time of filing for Bankruptcy under Chapter 11.

BUCK-A-ROO$ HOLDING CORPORATION

Notes to Consolidated Financial Statements

(Unaudited)

Note 5. 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. No interest has been accrued for the six months end June 30, 2007.

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 $2,477,013 under this agreement at June 30, 2007. This amount is reflected as Loan payable-affiliated company in the accompanying consolidated balance sheet.

BUCK-A-ROO$ HOLDING CORPORATION

Notes to Consolidated Financial Statements

Note 6. Reorganization Plan Summary

The following is a summary of the material terms of the Reorganization Plan as it was confirmed by the Bankruptcy Court. At the time the Debtors filed their petitions, David Fox owned approximately 80% of the issued and outstanding shares of Deja Foods and public shareholders owned 20% of the issued and outstanding shares. Grocery Liquidators of America, LLC, a California limited liability company (“GLA”), is owned 33.33% by Greg Perlman and 66.66% by Coldwater Finance LLC (“Coldwater”). Coldwater in turn is owned 50% by David Fox and 50% by GH Capital LLC (“GH Capital”). Greg Perlman and David Fox also own all of the interests of B.A.R. Vanowen, LLC, a California limited liability company (“BAR”). GH Capital is owned 50% by Greg Perlman.

GLA owns and operates two Buck-A-Roo$ discount stores in California. BAR owns a license from GLA to open and operate a Buck-A-Roo$ store in Van Nuys, California. On the Effective Date the following transfers occurred:

GLA transferred to reorganized Deja Foods all intellectual property which relates to the ownership, development and management of Buck-A-Roo$ stores; all know- how of GLA related to the staffing, procurement of goods, store merchandising, and accounting procedures of Buck-A-Roo$ stores; and the exclusive rights of GLA to develop Buck-A-Roo$ stores;

GLA terminated its relationship with those employees who are necessary to manage and operate the Buck-A-Roo$ business and permit reorganized Deja Foods to hire such employees;

GLA entered into a license agreement with reorganized Deja Foods pursuant to which GLA will pay royalty income from its two existing Buck-A-Roo$ stores in California to Deja Foods at the rate of 5% of gross sales payable monthly in arrears; and

BAR contributed to reorganized Deja Foods a 100% ownership of its right to own, develop and operate a Buck-A-Roo$ store in Van Nuys, California including the assignment of all assets and leasehold interests.

As of the Effective Date, Deja Foods changed its name to Buck-A-Roo$ Holding Corporation (“BARHC”) and amended and restated its articles of incorporation to authorize 25,000,000 shares of common stock and effect a 1 for 33 reverse stock split. BARHC has 10,000,000 shares issued and outstanding. GLA received 4,276,900 shares and BAR received 4,696,058 shares for their respective contribution of assets to BARHC. Laurus Master Fund, Ltd. (“Laurus”) the sole secured creditor of Deja Foods received 500,000 shares and the unsecured creditors of Deja Foods received (pro rata in accordance with the amount of the respective claims) 500,000 shares. The remaining Deja Foods common stock shareholders prior to the Effective Date received 27,042 shares after a 1 for 33 reverse stock split. The shares of common stock held by David Fox prior to the Effective Date were cancelled upon the Effective Date.

Also as of the Effective Date, M&L, a wholly-owned subsidiary of Deja Foods, reorganized by converting from a limited liability company to a Nevada corporation and resuming the institutional sales and other business operations previously operated by Deja Foods. M&L changed its name to Deja Foods Government Services (“DFGS”). DFGS authorized 25,000,000 shares of common stock and has 10,000,000 shares of common stock outstanding. BARHC contributed $150,000 and the assets and liabilities related to the institutional sale business to DFGS in exchange for 9,000,000 shares of common stock. DFGS issued 500,000 shares to Laurus and 500,000 shares (pro rata in accordance with the amount of respective claims) to the unsecured creditors of M&L.

Under the terms of the Reorganization Plan, BARHC will be obligated to repay GLA $125,000 of indebtedness advanced by GLA to Deja Foods under the filing of the Chapter 11 proceeding. This indebtedness is classified as an Administrative Claim under the Bankruptcy Code and the Reorganization Plan. BARHC will make interest only payments on a quarterly basis, commencing on the first day of the first full calendar quarter following the effective date, provided however, that payments shall not begin until payments of all creditors and interest holders have received the distribution or payments they are entitled to under the Reorganization Plan. Under the Reorganization Plan, the final payment to creditors is due as late as August 14, 2011. The principal amount will be due on the first day of the first full month following the last payment to creditors under the Reorganization Plan, but in no event sooner than January1, 2010.

David Fox continues as the Chief Executive Officer of BARHC and DFGS. He will receive a salary of $7,500 per month from each company and will split his time equally between the companies. He will be entitled to annual increases and bonuses as deemed appropriate by the board of directors of each company. He will be entitled to such other fringe benefits as are adopted by each company for the benefit of their employees generally.

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 of the Business

Prior to the bankruptcy filing in August 2006, we were a nationwide food distributor that offered food products in bulk quantities for sale to price sensitive, high volume purchasers such as prisons, mental health facilities and governmental agencies.. We also sold 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.

Often, we obtained the food products we sold to our institutional and retail customers from manufacturers who contracted us regularly when they experienced over production, cancelled orders or label changes. These manufacturers regarded our distribution systems as an efficient way to liquidate their inventory without using their own sales networks.

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 while creating a corporate infrastructure. These corporate level efforts, while developing sales growth, severely impacted our operating margins and cash flow and our overall results during 2005 and the period ended August 14, 2006 culminating in our filing a voluntary bankruptcy petition with the US Bankruptcy Court. 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. .

Upon the effective date of the Plan (December 14, 2007), the Reorganized Deja Foods and M&L acquired valuable intellectual property (related to Buck-A-Roo$ Stores and exclusive rights to develop, license and/or franchise additional Buck-A-Roo$ Stores), operating capital (royalty fees on original Buck-A-Roo$ Stores,) and an operating business (100% interest in a fully stocked operating flagship store). The reorganized M&L Wholesale Foods received a $150,000 cash infusion from Deja Foods to resume their institutional business. We have further described this transaction in Management’s plan of operations below.

Our interim financial statements for the six months ended June 30, 2007 reflect the filing of the bankruptcy petition and our subsequent emergence from bankruptcy protection.

Management's Discussion and Analysis

Six Months Ended June 30, 2007 Compared to the Six Months Ended June 30, 2006

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 and did not resume operations until emerging from Bankruptcy on December 14, 2007 (Effective Date of the Reorganization Plan), it is difficult to draw a meaningful comparison of results for the six months ended June 30, 2007 to results for the six months ended June 30, 2006.

Selling, General and Administrative Expenses

During the six months ended June 30, 2007, we accrued $80,000 in legal and accounting fees of the $125,000 approved by the Court appointed trustee. The $125,000 fee is being accrued ratably over the term of the bankruptcy period.

Working Capital

We do not have any off-balance sheet arrangements.

Management’s Plan of Operation

As discussed in this interim report, we filed for bankruptcy protection on August 14, 2006. Subsequent to that date, we developed and presented to the Bankruptcy Court a Reorganization Plan that had been confirmed and was effective on December 14, 2007 (Effective Date). The following is a summary of the material terms of the Reorganization Plan as it was confirmed by the Bankruptcy Court. At the time the Debtors filed their petitions, David Fox owned approximately 80% of the issued and outstanding shares of Deja Foods and public shareholders owned 20% of the issued and outstanding shares. Grocery Liquidators of America, LLC, a California limited liability company (“GLA”), is owned 33.33% by Greg Perlman and 66.66% by Coldwater Finance LLC (“Coldwater”). Coldwater in turn is owned 50% by David Fox and 50% by GH Capital LLC (“GH Capital”). Greg Perlman and David Fox also own all of the interests of B.A.R. Vanowen, LLC, a California limited liability company (“BAR”). GH Capital is owned 50% by Greg Perlman.

GLA transferred to reorganized Deja Foods all intellectual property which relates to the ownership, development and management of Buck-A-Roo$ stores; all know-how of GLA related to the staffing, procurement of goods, store merchandising, and accounting procedures of Buck-A-Roo$ stores, and the exclusive rights of GLA to develop Buck-A-Roo$ stores;

GLA terminated its relationship with those employees who are necessary to manage and operate the Buck-A-Roo$ business and permitted the reorganized Deja Foods to hire such employees;

GLA entered into a license agreement with the reorganized Deja Foods pursuant to which GLA will pay royalty income from its two existing Buck-A-Roo$ stores in California to Deja Foods at the rate of 5% of gross sales payable monthly in arrears; and

As of the Effective Date, Deja Foods changed its name to Buck-A-Roo$ Holding Corporation (“BARHC”) and amended and restated its articles of incorporation to authorize 25,000,000 shares of common stock and effect a 1 for 33 reverse stock split. BARHC will have 10,000,000 shares issued and outstanding. GLA received 4,276,900 shares and BAR received 4,696,058 shares for their respective contribution of assets to BARHC. Laurus Master Fund, Ltd. (“Laurus”) the sole secured creditor of Deja Foods received 500,000 shares and the unsecured creditors of Deja Foods received (pro rata in accordance with the amount of the respective claims) 500,000 shares. The remaining Deja Foods common stock shareholders prior to the Effective Date received 27,042 shares after a 1 for 33 reverse stock split. The shares of common stock held by David Fox prior to the Effective Date were cancelled upon the Effective Date.

Also as of the Effective Date, M&L, a wholly-owned subsidiary of Deja Foods, has been reorganized by conversion from a limited liability company to a Nevada corporation and resumption of institutional sales and other business operations previously operated by Deja Foods. M&L changed its name to Deja Foods Government Services (“DFGS”). DFGS is authorized 25,000,000 shares of common stock and will have 10,000,000 shares of common stock outstanding. BARHC contributed $150,000 and the assets and liabilities related to the institutional sale business to DFGS in exchange for 9,000,000 shares of common stock. DFGS issued 500,000 shares to Laurus and 500,000 shares (pro rata in accordance with the amount of respective claims) to the unsecured creditors of M&L.

Under the terms of the Reorganization Plan, BARHC is obligated to repay GLA $125,000 of indebtedness advanced by GLA to Deja Foods under the filing of the Chapter 11 proceeding. This indebtedness is classified as an Administrative Claim under the Bankruptcy Code and the Reorganization Plan. BARHC will make interest only payments on a quarterly basis, commencing on the first day of the first full calendar quarter following the Effective Date, provided however, that payments shall not begin until payments of all creditors and interest holders have received the distribution or payments that they are entitled to under the Reorganization Plan. Under the Reorganization Plan, the final payment to creditors is due as late as August 14, 2011. The principal share will be due on the first day of the first full month following the last payment to creditors under the Reorganization Plan, but in no event sooner than January 1, 2010.

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 six months ended June 30, 2007.

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 six month period ending June 30, 2007.

PART II - OTHER INFORMATION

Legal Proceedings

No Director, officer, significant employee, or consultant of Buck-A-Roo$ Holding Corporation (formerly Deja Foods, Inc.) has been convicted in a criminal proceeding, exclusive of traffic violations.

No Director, officer, significant employee, or consultant of Buck-A-Roo$ Holding Corporation (formerly_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 Buck-A-Roo$ Holding Corporation (formerly 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 managed 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 acquired 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 30,303 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 30,303 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 303 shares to three individuals.

(ii) In November 2004 and January 2005 we issued 1,789 shares to the following persons, including the three individuals who received shares 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:

Name	Number of Shares		Value Per Share		Consideration Received
Shares issued for cash
Ava Fox		303	$	0.33	$	100
Joshua Fox		303		0.33		100
Stanley and Leah Mitchell, Trustee		122		0.33		40
		728				240

Shares issued for services rendered
Craig Cooper		76		33.00		2,500
Patty Diaz		31		33.00		1,000
Rita Fernandez		31		33.00		1,000
Eden Fox		303		33.00		10,000
Jon Fox		76		33.00		2,500
Tiffany Galvez		31		33.00		1,000
Louis Garcia		31		33.00		1,000
Larry J. Kosmont		76		33.00		2,500
Gregory Margolis		76		33.00		2,500
Scott Matis		31		33.00		1,000
		758				25,000

Shares gifted by Mr. Fox
Justin Borses		76		—		—
Annaka Gorton and Sam Harris		76		—		—
Robbie Fox Productions		152		—		—
		303				—
TOTAL		1,789			$	25,240

(iii) Between December 2004 and March 2005, we issued a total of 15,152 shares, for $401,000 cash and $99,000 for repayment of loan payable—affiliated company, to the following investors at $33.00 per share.

Name	Number of Shares		Value Per Share		Consideration Received
Shares issued for repayment of loan payable
Compensation Investment Club LLC		379	$	33.00	$	12,500
Larry J. Kosmont		1,515		33.00		50,000
Gregory Rifkin		303		33.00		10,000
Geoffrey Rouss		45		33.00		1,500
Tri M and ME, LLC		758		33.00		25,000
		3,000				99,000

Shares issued for cash
Betty Bennett		303		33.00		10,000
Linda Nguyen-Bennett		642		33.00		21,174
Matthew Bennett		1,850		33.00		61,048
Barry Cooper		758		33.00		25,000
Hali Gillin		152		33.00		5,000
Neil Gitnick		1,233	��	33.00		40,700
Michelle Gonzalez and David Machado		1,300		33.00		42,903
Laura Kalb		303		33.00		10,000
Larry J. Kosmont		3,030		33.00		100,000
Melvin Monsher		606		33.00		20,000
Gregory Perlman		308		33.00		10,175
Steven Rottman		455		33.00		15,000
Neal Rubin		303		33.00		10,000
Craig Stevens		303		33.00		10,000
Jill and Britt Terrell, Trustees		303		33.00		10,000
Gregory Wiviott, Trustee		303		33.00		10,000
		12,152				401,000
TOTAL		15,152			$	500,000

(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 set forth below. Each investor also received one warrant for each $2.00 face amount of debentures purchased. All of the investors listed below 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 $50 per share.

Name of Purchaser	Compensation Received		Face Amount of Debentures		Warrants
Debentures issued in exchange for membership interests in Deja Plus High Yield Income Fund
Barry Cooper Trust Deeds	$	50,000	$	50,000		758
Betty Bennett		50,000		50,000		758
Matthew Bennett(1)		300,000		300,000		5,455
Gilbert P. Cohen		10,000		10,000		152
Fred and Allison Doumani		100,000		100,000		1,515
Hali Gallin		50,000		50,000		758
GH Capital, LLC		50,000		50,000		758
Kosmont & Associates, Inc.(1)		350,000		350,000		6,098
Kosmont Operations & Opportunities Locators, Inc.(1)		30,000		30,000		523
Stanley and Lelah Mitchell, Trustees of the Revocable Living Trust of Stanley and Lelah Mitchell		20,000		20,000		303
Gregory Rifkin		50,000		50,000		758
Geoffrey Rouss		23,500		23,500		356
Judd Schwarzman		25,000		25,000		379
Jill and Britt Terrell, Trustees of the Terrell Family Trust		25,000		25,000		379
		1,133,500		1,133,500		18,450
Debentures issued for cash
Lawrence Mann		20,000		20,000		303

Totals	$	1,153,500	$	1,153,500		19,253

(1)	An additional 10% of warrants were issued for investor purchases over the $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 10,101 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 31,926 shares of our common stock as additional consideration for a credit facility they provided us for up to $5,000,000. The warrant had an exercise price of $0.033 per share with no expiration date.

(vii) We issued options to purchase shares of our common stock under our 2005 Stock Option Plan. All employee stock options were cancelled effective with the filing for bankruptcy protection on August 14, 2006.

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.

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 succession
		a. voluntary petition for bankruptcy (2)(4)

3		Articles of Incorporation & By-Laws
		a. Articles of Incorporation , as amended (1)
		b. Bylaws (5)
		Departure of Directors or Principal Officers (2) (4) (5)

16		Letter on change in certifying accountant (3)

31*		Rule 13a-14(a)/15d-14(a) Certification

32*		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
(5) January 18, 2008		Items 5.02

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.

Buck-A-Roo$ Holding Corporation.

Signature	Title	Date

David Fox
/s/ David Fox	Chief Executive Officer,	February 7, 2008
	President and Director


/s/ David Fox	Secretary, Treasurer	February 7, 2008
David Fox	and Director


/s/ Barry S. Baer	Chief Financial Officer	February 7, 2008
Barry S. Baer	Principal Accounting Officer

Buck-A-Roo$ Holding (BRHC) Inactive 10QSB2007 Q2 Quarterly report (small business)