SecProbe.io

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Mail Stop 3561

	May
16, 2005

Mr. David Fox
Chief Executive Officer
Deja Foods, Inc.
16501 Ventura Boulevard, Suite 608
Encino, CA  91436

RE:  	Deja Foods, Inc.
        	File No.  333-124016
      Registration Statement on Form SB-2
        	Filed April 12, 2005

Dear Mr. Fox:

      We have reviewed your amended filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Cover Page of Registration Statement

1. We note that you state the address of the company`s principle
executive offices to be 16501 Ventura Boulevard, Suite 608,
Encino,
CA  94136.  It appears that at least three other entities also
claim
Suite 608 to be their address:  The National Visa Registry Green
Card
Lottery;  Torem & Torem; and the Property Management Office of
Jamison Properties, Inc.

We further note that the Office Lease attached as Exhibit 10.2,
the
Marketing Agreement attached as Exhibit 10.3, and the Management
Agreement attached as Exhibit 10.1 variously list the company`s
address as Suite 608, Suite 609, Suite 503, and Suite 602.

Please explain.

2. With respect to your disclosure, here and elsewhere in the
prospectus, concerning your listing of the shares on the OTC
Bulletin
Board, please revise to clarify that there are no assurances that
such shares will be accepted for listing on the Bulletin Board.
In
this respect, consider whether the language on the prospectus
cover
page, that the shares are "initially offered at $2.00 per share",
should be revised.

Table of Contents

3. Please include page numbers for the table of contents in your
next
amendment.

Risk Factors, page 3

4. Please revise the first risk factor to clarify how the stated
risks are specific to Deja Foods and/or investors.

5. Risk factor 4 appears to be a generic risk that could apply to
any
company.  Risk factors should not be those risks that could apply
to
any issuer or any offering.  Explain how the risk specifically
affects this company or the securities being offered.

6. Please consider removing or revising the disclosure in risk
factor
7 in light of the Commission`s position on indemnification for
Securities Act liabilities.

Capitalization, page 5

7. Please reconcile the number of common shares outstanding,
variously stated to be either 3,829,722 or 4,100,000 throughout
the
document.

Management Discussion and Analysis of Financial Condition, page 7

8. We noted that your auditors have only audited the balance sheet
as
of December 31, 2004.  Please revise your disclosures here and
throughout MD&A to clearly indicate that balance sheet information
for the five-months ended December 31, 2003 is unaudited and that
such information has not been presented in the accompanying
audited
financial statements.

9.
Please be advised that Section 27A of the Securities Act and
Section
21E of the Securities Exchange Act expressly state that the safe
harbor for forward looking statements does not apply to statements
made by companies that issue penny stock.  In your amended filing,
please either:

* delete any references to the Private Securities Litigation
Reform
Act; or
* make clear, each time you refer to the Private Securities
Litigation Reform Act, that the safe harbor does not apply to your
company.

10. Please file the complete agreement between Deja Foods and M&L
Foods as an attachment to your next amendment.  The copy
previously
filed appears to be incomplete.

11. You state that "the availability of capital resources is a
limiting factor to our growth."  Please provide greater detail
with
respect to how you plan to raise capital in the immediate future,
particularly in light of the fact that this offering is for
selling
securityholders only and does not raise any proceeds for the
company,
and may in fact contribute towards making it more difficult for
the
company to raise funds.

12. In the second full paragraph on page 8, you reference the fact
that sales growth in 2004 was facilitated by "adding warehouses."
Since, in fact, the company does not have any warehouse
facilities,
this disclosure is confusing as to the nature of the company`s
warehouse assets and operations.  Please clarify here and
elsewhere
as appropriate.

Liquidity and Capital Resources, page 9

13. Please revise to include a discussion of the details of the
transactions with the Deja Plus High Yield Income Fund (the Fund).
This disclosure should include, but not be limited to, the term of
the management agreement, the timing of payments (loan repayments
and
payments of funding fees), payments made year-to-date, and the
basis
or methodology used in determining amounts due (e.g. fees based on
funds available in the Fund or fee based on amounts drawn down
from
the fund).  Considering the complex nature of the management
agreement (funding fee), it would be helpful if you provided a
table
showing the computation of the funding fee that reconciles to the
amounts disclosed in the financial statements.

14. We noted that repayments from inventory financing are due to
the
Fund within 10 days of the Company`s receipt of proceeds from the
sale of related inventory.  It is not apparent however, from your
statement of cash flows, that there have been any repayments of
principal borrowed.  If the loan is in default at December 31,
2004,
please revise to include a discussion of the current status of
this
loan and management`s plans to address this default.  For guidance
on
this discussion, please refer to section IV C. of SEC Release No.
33-
8350.

15. Please disclose whether the fund controlled by your Chief
Executive Officer engages in any activities other than loaning
money
to Deja Foods.  In addition, indicate the percentage of total food
products purchases that were purchased through the Fund and
calculate
the effective cost of capital to the company of utilizing the Fund
to
finance operations.  Also indicate whether the terms of financing
obtained from the Fund are more or less favorable than those
available from non-affiliated third parties.  Considering the
significance of the funding fee and the impact that this fee will
have on future operations, consider providing a sensitivity
analysis
(in tabular format) to facilitate an investor`s understanding of
the
impact of the funding arrangement on gross profit and net income.
You should state clearly that the information provided in your
sensitivity analysis is for illustrative purposes and that such
information is not intended to be indicative of future
performance.

16. With respect to the company`s attempts to increase revenues
and
reduce the costs of funds in 2005, identify the "lenders" with
whom
the company is negotiating, disclose whether such lenders are
affiliates of the company or an officer, director or 10%
shareholder
of the company, and discuss the basis by which the company
believes
that it will be able to reduce its costs of funds.  We may have
further comment.

17. We note the statement that Deja Foods has agreed "to pay the
Fund
the greater of 12% per annum on all funds raised and held by the
Fund
or 25% of the gross profit we receive annually from the purchase
and
resale of food products using funds provided by the Fund."  Please
clarify whether Deja Foods is paying 12% "on all funds raised and
held by the Fund" or only on those funds actually utilized by Deja
Foods.  In addition, discuss here and elsewhere as appropriate,
the
potential that such a payment structure may motivate the Fund to
raise funds for the company irregardless of the company`s needs
and
thus create conflicts between the company and the Fund with
respect
to this financing arrangement.

18. Please disclose the terms of the line of credit available to
Deja
Foods and the financial institution from which it was obtained.
Please disclose the current amount outstanding pursuant to such
line
of credit and file a copy of the dated and executed agreement as
an
exhibit with your next amendment.  Additionally, to the extent
that
such financial institution is affiliated with the company, or an
officer, director or significant shareholder of the company,
please
discuss here and in the "Certain Transactions" section of the
prospectus.

19. Please disclose the current status of negotiations to increase
the line of credit in light of the stated expiration of the
current
line in May 2005.

20. With respect to the supply contract signed in April, 2002,
identify the party with whom the company has contracted, discuss
the
material terms of such agreement, and include the contract as an
exhibit to the registration statement.  We may have further
comment.

21. Briefly describe and discuss the "infrastructure improvements"
obtained by the company in 2004.

Working Capital, page 10

22. It is unclear to us how you determined working capital was
adequate to meet the Company`s needs during 2004, considering the
short-term nature of the loans from the Fund (i.e. loan repayments
are due within 10 days of the Company`s receipt of proceeds from
the
sale of related inventory).  Please remove this disclosure, or
revise
to elaborate on the "other factors" considered in determining
working
capital was adequate.

23. Your disclosure states that you were able to turn receivables
at
a faster rate in 2004 than 2003.  Based on the information
presented,
it appears the accounts receivable turnover ratio deteriorated in
2004 compared to 2003.  Please explain to us supplementally how
the
information presented in the table substantiates the Company`s
statement on accounts receivable turnover.  Please advise or
revise.

Commitments and Long Term Liabilities, page 11

24. We noted that you signed a significant contract with a
supplier
guaranteeing the price of specific food products for twelve
months.
Please revise your table your table to include any purchase
commitments related to this contract (e.g. minimum purchase
requirements, up-front fee, etc.).

Cash Flows - EBITDA, page 11

25. Please revise to include the disclosures required by Item
10(h)(1)(i)(c) and Item 10(h)(1)(i)(d) of Regulation S-B.

Business, page 15

26. We note the statements that Deja Foods:

* "make[s]...`opportunity purchases` from a number of
multinational
food manufacturers, including Con Agra, Del Monte, National Frozen
Foods and Cool Brands";

* "arrange[s] for `continuity` purchases of food products on a
regular and ongoing basis from specific manufacturers which
[Deja]...sell[s] to [its]...retail and institutional customers";

* "obtain[s] regularly from domestic and overseas
manufacturers...[food products] manufactured for us under our own
"Deja Foods(tm)" label";  and

* "sell[s]...imported food products directly to U.S. food
distributors through an office...[Deja Foods] maintain[s] in New
York
City."

Please disclose the material terms of all agreements and
understandings with all manufacturers, suppliers, and customers.
Additionally, please file dated and executed copies of all
agreements
with such companies as exhibits to your next amendment.

27. Additionally, please provide disclosure with respect to the
relative contribution each segment contributes to the overall
operations of Deja Foods.

28. We note the following statements:

* "We also have primary warehouse operation centers in Modesto,
California; Garland, Texas; Savannah, Georgia and Denver,
Pennsylvania and use warehouses elsewhere from time to time. In
each
case, we have no long-term agreements with the warehouses. Rather,
we
pay monthly on a pallet or weight basis for all of our food
product
that is shipped into and out of the warehouse."  (pp. 18, emphasis
added)

* "We also have food distribution operations in Denver,
Pennsylvania,
which we manage on a joint venture basis with M&L Wholesale Foods,
Inc.... Under the joint venture agreement, we store food products
in
a third-party warehouse and M&L offers our products and their
products for sale to M&L`s customer base...This arrangement allows
us
to target M&L`s customers for product sales that do not compete
with
M&L`s products and allows M&L to offer an expanded product line,
which is warehoused and financed by us."  (p.16, emphasis added)

Please reconcile the two apparently conflicting statements.
Additionally, please file a dated, executed copy of the Joint
Venture
Agreement referenced on page 16 with your next amendment.  We note
that Section 9 of the agreement between Deja Foods, Inc. and M&L
Wholesale Foods, LLC, filed as Exhibit 10.3, specifically states
that
such "Agreement shall not constitute a partnership or joint
venture
relationship between the parties."  Further, clarify the language
throughout the prospectus with respect to your "having" warehouse
operations centers, as it appears that the company has no interest
in
such centers whatsoever, but merely rents space on an as available
and as needed basis to warehouse it products.  In connection with
this arrangement, also discuss the terms under which the company
rents this space, including but not limited to the cost(s),
insurance
on the inventory, what alternatives the company has arranged for
in
the event that space is not available at such facilities, etc.

29. Please file a copy of the dated and executed letter of intent
to
acquire all of the outstanding common stock of M&L, as referenced
on
page 16, with your next amendment.  Please update your disclosure
to
reflect the current status of the transaction and the source of
funds
that will be used to consummate the transaction.  If the
transaction
appears to be definite, please provide the financial statements of
the entity to be acquired.  Additionally, please disclose the
ownership structure between M&L Wholesale Foods, llc and M&L
Wholesale Foods, Inc.  We may have further comment.

30. Provide a discussion of all material regulations, whether
federal
state, local or foreign, including but not limited to the import
of
products from foreign countries, to which the company and its
operations are subject.

 Executive Compensation, page 19

31. Please add Mr. Matis to the Summary Compensation Table.

32. Please reconcile the varying amounts provided for Mr. Fox.

Security Ownership of Certain Beneficial Owners and Management,
page
21

33. Please provide the address of each beneficial owner as
required
by Item 403 of Regulation S-B.

34. Some of the amounts disclosed for the owners and management in
the table on page 21 do not tie with the amounts disclosed for the
same individuals in the selling stockholders table on page 22.
Please revise.

Selling Stockholders and Plan of Distribution, page 21

35. Please disclose the control person(s) for each business entity
listed in the table.

36. Please also disclose the entities implicated by each person
designated as a "Trustee."

37. Please disclose how each person is affiliated with Deja Foods,
Inc.  Specifically, state any position, office or material
relationship which the selling security holder has had within the
past three years with Perfect Health Care or any of its
predecessors
or affiliates.  See Item 507 of Regulation S-B.  It appears that
those people with the surnames of F