As filed with the Securities and Exchange Commission on March 15, 2005	Registration No. _____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES

OF SMALL BUSINESS ISSUERS

Under Section 12(b) or (g) of the Securities Exchange Act of 1934

Diamond Ranch Foods, Ltd.

(Name of Small Business Issuer in its charter)

	Nevada	20-1389815

	(State or other jurisdiction of	(I.R.S. Employer
	incorporation or organization)	Identification No.)

555 West Street, New York, NY 10014

(Address of principal executive officers)

(Zip Code)

Issuer’s telephone number: (212) 807-7600

Securities to be registered under Section 12(b) of the Act:

Title of each class	Name of each exchange on which
to be so registered	each class is to be registered

N/A	N/A

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

Common Stock, Par Value $0.0001

(Title of Class)

DIAMOND RANCH FOODS, LTD.

TABLE OF CONTENTS

PART I

PAGE

Item 1.

Description of Business

Item 2.

Management’s Discussion and Analysis or Plan of Operation

Item 3.

Description of Property

Item 4.

Security Ownership of Certain Beneficial Owners and Management

Item 5.

Directors and Executive Officers, Promoters and Control Persons

Item 6.

Executive Compensation

Item 7.

Certain Relationships and Related Transactions

Item 8.

Description of Securities

PART II

Item 1.	Market Price of and Dividends on the Registrant’s Common Equity
	and Related Stockholder Matters	14

Item 2.

Legal Proceedings

Item 3.

Changes in and Disagreements with Accountants

Item 4.

Recent Sales of Unregistered Securities

Item 5.

Indemnification of Directors and Officers

PART F/S

Financial Statements

PART III

Item 1.

Index to Exhibits

Item 2.

Description of Exhibits

Signatures

PART I

ITEM 1.

DESCRIPTION OF BUSINESS

Our company was incorporated, as Jerry’s Inc., in the State of Florida on November 30, 1942. The company ceased operations in 1998 and remained dormant until March of 2004 when we moved our domicile to Nevada and changed our name to Diamond Ranch Foods, Ltd. Although the company ceased operations and filed a Form NTN 10K stating that certain information could not be obtained to file their Form 10-K for the year ended September 30, 1997, certain filing requirements became due at that time and throughout the period of our dormancy. Previous management did not complete the required filings and as a result Jerry’s Inc. was delinquent in its duty to file. Recently we filed a Form 15 in an effort to deal with the delinquent filings that became our responsibility as the surviving corporation after our merger. Form 15 has the effect of terminating the old registration of Jerry’s Inc. while new reporting requirements will take effect as a result of this Form 10-SB.

We are engaged in the meat processing and distribution industry. Our operations consist of packing, processing, custom meat cutting, portion controlled meats, private labeling, and distribution of our products to a diversified customer base, including, but not limited to; in-home food service businesses, retailers, hotels, restaurants and institutions, deli and catering operators, and industry suppliers.

We became the distributor and processor of the “All American Hamburger” and other meat products through the acquisition of MBC Foods, Inc., a second-generation family owned business on May 1, 2004.

In addition to servicing our customers with a full line of fresh meats, we also produce private-labeled and “branded” hot dogs and meats for the Hebrew National ? Deli line in the New York Metropolitan area, as well as private-label Sabrett ? Hamburgers for Marathon Foods.

Our company is located at 555 West Street, New York, NY 10014.

HISTORY AND COMPANY DEVELOPMENT

Our company was originally incorporated in the State of Florida in 1942 as Jerry’s Inc. In 2004 we moved our domicile to Nevada and changed our corporate name to Diamond Ranch Foods, Ltd,

On May 1, 2004 we issued 31,607,650 restricted shares of common stock and acquired MBC Foods, Inc as a wholly owned subsidiary.

We have undergone no bankruptcy, receivership or similar proceedings.

The cash flow from operations is sufficient to fund capital requirements. However, we will seek to raise additional capital through the sale of common stock to fund the expansion of our company. There can be no assurance that we will be successful in raising the capital required and without additional funds we would be unable to expand our plant, acquire other companies, or exponentially increase our sales volume.

PRODUCTS AND SERVICES

Our operations are centrally located in the Gansevoort district of New York City, which is located near our current client base and potential new customers.

Products

We offer the following products, which we can prepare either fresh, frozen, or vacuum-packed:

All-American Hamburger : We offer a proprietary-formulated hamburger called the All American Hamburger. Sizes range from 2 oz. to 12 oz. and come in round, oval, or square, as well as custom shapes.

McLeod Brand : Our 4oz. McLeod’s Beef Burgers, Chicken Patties and Turkey Patties are packaged for the retail customer and can be used for grilling purposes.

Hebrew National ? Line

Quality hot dogs

Seasoned pastramis

Corned Beef

Fresh Meats

Beef, including steaks, roasts and ribs

Poultry

Pork

Veal Cutlets

Lamb

Gourmet cheeses, Oils and other food items

Variety Meats

Frog

Quail, Rabbit

Wild game (venison, boar, duck and more)

Custom Cuts and Butchering

Our butchers can process any meats as either traditional cuts or custom orders according to customer specifications. We specialize in timely delivery and service of such custom products, which can include steaks, chops and other meats, with selections from fresh or frozen packaging.

Private Labeling

Our designers can custom design any type of package to fit our clients’ and their products’ needs. We are able to produce small or large quantities of our customers’ products so as not to alienate potential customers by the size of their business.

Distribution

Our fleet of refrigerated trucks delivers orders throughout the NY Metropolitan area. We can also ship anywhere from coast to coast via common carrier, including Hawaii, Alaska and Canada.

Our delivery truck fleet consists of six (6) vehicles described as follows:

1999 Mitsubishi FEHD Truck

2001 Mitsubishi FEHD Truck

2002 UD Nissan 1400

2003 GMC 4500

2004 Mitsubishi FH 210T

Equipment

We lease or own a variety of meat processing equipment, including, but not limited to:

Band Saws

Hamburger Formation Machines

Grinders

Overwrap Machines

Stainless Steel Tables

Digital Scales

Pallet Jacks

Platform Scales

All of the refrigeration equipment, a combination of approximately 10 compressor units contained within the premises, is owned by the Company.

Safety

In order to meet the public’s expectation for safe food produced in a competitive market environment, we safeguard our products to prevent food safety hazards by adhering to the USDA’s Hazard Analysis of Critical Control Points (HACCP) system. Through the years, we have attempted to preserve our reputation and branded products by addressing the vital components of meat processing, such as sanitary plant conditions, regulated processing controls, observance of USDA inspections, and constant monitoring of procedures and standards to guarantee that our systems meet the increasing demands of our customers.

Customers

Our customers include:

J.P. Morgan Chase Executive Dining Room

TGI Friday’s

Madison Square Garden

Houlihan’s

Boulder Creek Steak Houses

Dallas BBQ

The Old Drover’s Inn

Memorial Sloan Kettering Hospital

The Hilton Group

Mickey Mantle’s Steak House

Sparks Steak House

We manufacture and private label quality meats for local supermarkets including:

A&P Food Basic Stores

Farmer John’s

Key Foods

Associated Food Stores

Competition

Our competition can be divided into two (2) primary categories. First, there are the large full line foodservice distributors, such as US Foodservice, Sysco Foods, DiCarlo Distributors, Landmark, and J. Kings. Second, there are the smaller independent jobbers.

Our advantages over the large foodservice distributors are as follows:

1)	We have an USDA inspected facility with daily fresh custom cutting of all meats and daily fresh manufacturing of the All American Burger.

2)	We make available daily deliveries with less stringent minimum order amounts. Many restaurants in the inner city do not have enough refrigerator or freezer storage space affording them a minimum of 2-3 deliveries per week.

3)	We have the flexibility within our location for customers to make “last minute” call-in orders for the same day delivery or second same day deliveries for emergency situations. We have no cut-off times.

4)	We purchase our raw product on a daily basis. This allows us to react much faster to fluctuation in market conditions whereby the larger foodservice houses cannot because of enormous inventories.

5)	Our overall overhead is lower. The cost of our operations in proportion to our sales volume affords us the ability to be price competitive.

Our advantages over the small independent jobbers are as follows:

Since we operate an USDA inspected warehouse that enables us to custom cut and manufacture, we have the ability to eliminate the “middle man” in the chain of supply. We benefit with the additional gross profit because we also act as a supplier of our custom cut, manufactured goods to the independent jobber.

2)	We have a facility to store inventory. This allows us to “buy in” during favorable market conditions and thus, be more price competitive.

3)	The location of our facility allows us to satisfy last minute and emergency orders. Once the independent jobber vacates the “Meat Market” premises, he is incapable of filling any additional deliveries or providing service to his customers.

4)	We have the ability to distribute to large retail accounts based on our USDA Inspection and Product Liability Insurance. We can offer private labeling and custom packaging to any retail chain.

RISK FACTORS

An investment in our securities is highly speculative, involves a high degree of risk and is suitable only for investors with substantial means who can bear the economic risk of the investment for an indefinite period of time, have no need for liquidity of the investment, and have adequate means of providing for their current needs and contingencies. An investment in the securities should be made only by persons able to bear the risk in the event the investment results in a total loss.

1.) RISK OF LOSS OF INVESTMENT DUE TO HIGHLY COMPETITIVE NATURE OF OUR INDUSTRY.

A majority of the meat packing industry is dominated by four multinational firms. Consolidation and low-cost labor have helped these firms dominate the U.S. industry. Labor cuts by these conglomerates have been due to a decline in unionization and increase in the use of immigrant workers. Potential customers may overlook the Company’s products and services because of their inability to institute competitive pricing, availability, and favorable delivery methods as compared to those services provided by the dominant industry players.

2.) RISK OF DEPENDENCE ON KEY PERSONNEL.

The Company is dependent on its present officers and directors, primarily Joseph Maggio, Chairman and CEO. The success of the company is dependent on Mr. Maggio and his management team. Should one or more of these individuals cease to be affiliated with the Company before acceptable replacements are found, there could be a material adverse effect on the Company’s business and prospects. We depend substantially on the continued services and performance of our senior management and, in particular, their contracts and relationships, especially within the meat, poultry, and food businesses.

3.) RISK OF LOSS OF AVAILABILITY OF RAW MATERIALS.

The success of the business is contingent on a variety of external factors, such as the availability of healthy livestock at reasonable market prices. The possible introduction of disease into the U.S. national cattle herd, whether unintentionally or as a terrorist act, has been a recent consideration by the Department of Homeland Security (DHS). The U.S. slaughters about 35 million head of cattle per year and is the world’s largest beef producing country. Should serious disease occur, no matter how dangerous to human health, the results could be catastrophic to the U.S. economy, as well as a possible cessation of business operations for an undetermined period of time.

4.) RISK OF ENVIRONMENTAL CONDITIONS AND BUSINESS CLIMATE.

We are a small to medium-sized processing facility, and we rely on custom manufacturing for area restaurants and growing niche markets of consumers desiring locally-produced foods for revenue. Customers rely on the consistency in both quantity and quality of the company’s products and should that diminish in any way, they could seek products from the competition. Such a loss in sales could effect our revenues and our ability to continue operations.

5.) RISKS OF REDUCED LIQUIDITY OF “PENNY STOCKS.”

The Securities and Exchange Commission has adopted regulations that generally define a “penny stock” as any equity security that has a market price of less than $5.00 per share and that is not traded on a national stock exchange, NASDAQ or the NASDAQ National Market System. Now, or sometime in the future, penny stocks could be removed from NASDAQ or the NASDAQ National Market System or the securities may become subject to rules of the Commission that impose additional sales practice requirements on broker-dealers effecting transactions in penny stocks. In most instances, unless the purchaser is either (i) an institutional accredited investor, (ii) the issuer, (iii) a director, officer, general partner or beneficial owner of more than five percent (5 %) of any class of equity security of the issuer of the any stock that is the subject of the transaction, or (iv) an established customer of the broker-dealer, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, on any transaction involving a penny stock, the rules of the Commission require, among other things, the delivery, prior to the transaction, of a disclosure schedule prepared by the Commission relating to the penny stock market and the risks associated with investing in penny stocks. The broker dealer also must disclose the commissions payable to both the broker-dealer and registered representative and current quotations for the securities. Finally, among other requirements, monthly statements must be sent to the purchaser of the penny stock disclosing recent price information for the penny stock held in the purchaser’s account and information on the limited market in penny stocks. Consequently, the penny stock rules may restrict the ability of broker-dealers to sell the securities and may affect the ability of purchasers in this Registration Statement to sell the securities in the secondary market.

GOVERNMENT APPROVAL & REGULATION

We have filed Grants of Inspection with the U.S. Department of Agriculture and are approved to operate as an USDA certified meat processing establishment. We currently operate as establishment number “EST. 5099” as indicated inside the USDA mark of inspection displayed on all of our processed meat items and establishment number “EST. P-20622” for our processed poultry items. The USDA considers our business a “Small Plant” operation since we employ a staff of 20-500 personnel.

We adhere to the Hazard Analysis and Critical Control Point (HACCP) system established by the USDA and endorsed by the National Academy of Sciences and the National Advisory Committee on Microbiological Criteria for Foods. The HACCP approach is a system of checks and balances that focuses on identifying and preventing hazards from contaminating food, permits more efficient and effective government oversight on establishments and their compliance of food safety laws on a continuing basis, while placing responsibility on the food manufacturer or distributor for ensuring appropriate food safety.

We comply with the USDA Label Regulations on all packages, containers, and boxes used to transport any meat and/or poultry products; including, but not limited to: Product Name, Product Description, Ingredients, and Nutrition Facts Panel.

Furthermore, we must comply with the Standard Sanitation Operational Procedures (SSOP) that we have developed in accordance with the USDA to prevent direct contamination or adulteration of our products. The SSOPs are implemented and maintained on a daily basis and are relevant to the entire establishment and all shifts of operation. The SSOPs are signed and dated by the individual with overall authority on-site or a member of our management team and are verified for adherence by a USDA certified inspector.

We are a federally-recognized establishment, thus, inspections by a USDA certified inspector occur on a daily basis.

We are not subject to inspection by any city or state authority.

RESEARCH & DEVELOPMENT

We anticipate incurring material research and development costs during the next 12 months which we will pay for by selling our common stock. Additionally, we anticipate the acquisition or sale of material property, plant or equipment during the next 12 months. We have acquired the assets and assumed the liabilities estimated at a fair value of $25,950 when we acquired MBC Foods, Inc. during the first quarter ended June 30, 2004.

EMPLOYEES

We currently have twenty-nine (29) paid full-time employees. We assess employee relations to be exceptional. Mr. Maggio, our Chief Executive Officer, and the rest of the management team, devote one hundred percent (100%) of their professional time to running our company. We do not anticipate hiring new paid full-time employees within the next twelve months. However, we would consider hiring commission-based salespeople should the opportunity arise.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

We began generating revenues in May 2004 upon acquiring 100% of the issued and outstanding shares of capital stock of MBC Foods, Inc. Prior to May 2004, we had no active operations and had incurred a net loss of approximately $49,603 for the year ended March 31, 2004.

Audited comparisons of results of operations and financial position can be made upon year end on March 31, 2005.

The following is a summary of the unaudited interim financial information for the nine months ended December 31, 2004:

Net Sales:	$	7,722,543

Cost of Sales:		5,548,016

Gross Profit:		2,174,527

Gross Profit as % of Sales:		28.16	%

Operating expenses:

Payroll:	$	769,914

Factoring Fee:		207,314

General and Administrative:		1,795,224

Total operating expenses:		2,917,195

Loss from Operations:		(742,668	)

Interest expense:		(11,092	)

Net loss:	$	(753,760	)

Loss per Common Share:	$	(.02	)

Sales

Our revenues from operations for the nine months ended December 31, 2004 were $7,722,543, and were generated from the sale of our meat products and services.

Cost of Sales and Gross Profit

Our cost of sales for the nine months ended December 31, 2004 was $5,548,016, generating a gross profit of $2,174,527 (28.16%).

Our business activities and exposure in the competitive marketplace have favorably evolved from quarter-to-quarter causing our gross profit to steadily increase. We have operated on the same margins with no changes in the types of

products sold or services provided from one period to the next. We attribute our growth to new customers and sales accounts and a higher volume of products being sold through these means. The addition to our customer base was achieved by increased sales efforts made by our management team through standard marketing procedures, such as in-person sales visits and demonstrations and “warm” referrals through existing clientele.

For the next twelve months we plan to operate the business using our current methods. We are able to satisfy our cash requirements, material commitments, and applicable filing fees anticipated under our obligations of the Exchange Act. We will not have to raise additional funds in the next twelve months for operating expenses. We expect to become profitable within this time period based on our current growth trend. If sales continue to incline, we may elect to purchase/lease one (1) or more pieces of new equipment depending on inflated product demand. However, no new equipment is necessary to satisfy current operations or anticipated sales order increases within the next twelve months.

We will need to raise additional funds should management be desirous in acquiring existing like-minded businesses. Such candidates have been sought out, however no definitive agreements exist.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 3.

DESCRIPTION OF PROPERTY

We lease our operating facility from the City of New York on a month-to-month basis. The facility consists of 7,000 sq. ft. with two (2) loading docks on each side of the plant and a separate poultry section.

We have targeted several businesses for acquisition in New York City. We would acquire 100% of the stock and operations of these entities, including, without limitation, all rights, title know-how, assignment of property leases, equipment, furnishings, inventories, processes, trade names, trademarks, goodwill, and other assets of every nature used in the entities’ operations.

All of the facilities that are intended for acquisition are centrally located within the historic Gansevoort market in lower Manhattan, thus affording the company to capitalize on the economies of scale for delivery, purchasing, and other daily operating responsibilities.

If we were successful in raising funds through the sale of our common stock, and were able to enter into negotiations for the purchase of any and/or all of the selected like-minded businesses, we intend to continue operations in such facilities while maintaining their current principals to continue the day-to-day operations.

No negotiations have taken place, and no contracts have been entered into to purchase any such properties as described herein. We assume that if such purchase(s) were to be completed, funds would be required to renovate the existing facilities, as well as improve or replace machinery as prescribed by the existing landlord or pursuant to USDA regulation.

ITEM 4.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 11, 2005, information regarding the beneficial ownership of our common stock with respect to each of our executive officers, each of our directors, each person known by us to own beneficially more than 5% of the common stock, and all of our directors and executive officers as a group. Each individual or entity named has sole investment and voting power with respect to shares of common stock indicated as beneficially owned by them, except where otherwise noted.

Name and Address of Beneficial Owner (1)	Common Shares Beneficially Owned (2)	Percentage of Common Stock
Joseph Maggio	4,400,000	7.80%
Louis Vucci, Jr.	4,400,000	7.80%
Philip Serlin	4,400,000	7.80%
William DeMarzo	3,000,000	5.32%
Paul Aloisio	3,000,000	5.32%
Henry Guerra	4,400,000	7.80%
John Maggio	4,400,000	7.80%
All Officers and Directors as a group (7 in number)	28,000,000	49.63%

(1) Unless otherwise stated, the address of all persons is 555 West Street, New York, NY 10014.

(2) The information contained in this table with respect to beneficial ownership reflects “beneficial ownership” as defined in Rule 13d-3 under the Exchange Act. All information with respect to the beneficial ownership of any shareholder has been furnished by such shareholder and, except as otherwise indicated or pursuant to community property laws, each shareholder has sole voting and investment power with respect to shares listed as beneficially owned by such shareholder. Pursuant to the rules of the Commission, in calculating percentage ownership, each person is deemed to beneficially own shares subject to options or warrants exercisable within 60 days of the date of this Filing, but shares subject to options or warrants owned by others (even if exercisable within 60 days) are deemed not to be outstanding.

Changes in Control

We are unaware of any contract or other arrangement, the operation of which may, at a subsequent date, result in a change in control of our Company. Presently in the by-laws there are no provisions that could delay a change in control of the Company.

ITEM 5.

DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth certain information regarding our current directors and executive officers.

NAME

POSITION

AGE

Joseph Maggio

Chairman/CEO/Director

Louis Vucci, Jr.

President/Director

Philip Serlin

Chief Operations Officer/Director

William DeMarzo

CFO

Paul Aloisio

Executive Vice President

Henry Guerra

Director

John Maggio

Director

Joseph Maggio, Chairman, Chief Executive Officer, Director

Mr. Joseph Maggio has been our Chairman, CEO, and Director since March 8, 2004. Prior to this date, Mr. Maggio was employed by MBC Foods, Inc. as a purchasing agent, salesman, and manager of plant employees.

Mr. Maggio devotes 100% of his time as our Chairman and Chief Executive Officer.

Louis Vucci, Jr., President, Director

Mr. Louis Vucci, Jr. has been our President and Director since March 8, 2004. Prior to this date, Mr. Vucci was President of Vucci Foods, Inc., a meat distribution company, whose operations were integrated into MBC Foods, Inc. in 2003. Mr. Vucci specialized in sales account management and expansion.

Mr. Vucci devotes 100% of his time as our president.

Philip Serlin, Chief Operations Officer, Director

Mr. Philip Serlin has been our Chief Operations Officer and Director since March 8, 2004. Mr. Serlin became the Chief Operations Officer of MBC Foods, Inc. in 1999 after he integrated his company, PHS Ship Supply Corp., a hamburger and chop meat processing company, into the operations of MBC Foods, Inc.

Mr. Serlin devotes 100% of his time as Chief Operations Officer.

William DeMarzo, Chief Financial Officer

Mr. William DeMarzo has been our Chief Financial Officer since March 8, 2004. Prior to this date, Mr. DeMarzo was employed by MBC Foods, Inc. where he worked in the capacity of Controller.

Mr. DeMarzo devotes 100% of his time as our Chief Financial Officer.

Paul J. Aloisio, Executive Vice President

Mr. Paul Aloisio has been our Executive Vice President since March 8, 2004. Prior to this date, Mr. Aloisio was employed by MBC Foods, Inc. as a Facilities Manager for the last eighteen (18) years in charge of organizing and directing a warehouse staff of approximately 30 people.

Mr. Aloisio devotes 100% of his time as our Executive Vice President.

Henry Guerra, Director

Mr. Henry Guerra has been a Director since March 8, 2004. Prior to this date, Mr. Guerra was employed by MBC Foods, Inc. where he was the first employee of the Company and an integral part in the decision-making activities, while working in all levels of our business.

John Maggio, Director

Mr. John Maggio has been a Director since March 8, 2004. Prior to this date, Mr. Maggio acted as a consultant to MBC Foods, Inc. for the past five years, the Company he founded approximately 34 years ago. Mr. Maggio was responsible for overseeing all corporate activities since inception until 1989.

Director Compensation

Three of our directors are also employees. Our remaining two directors are not compensated for their services.

Term of Office

The directors named above will serve until the next annual meeting of our shareholders. In absence of an employment agreement, officers hold their positions at the satisfaction of the Board of Directors.

Family Relationships

The familial relationships existing between the directors and officers are as follows:

1	Joseph Maggio, Chairman, CEO, and Director is the son of John Maggio, Director.

2	William DeMarzo, Chief Financial Officer is the brother-in-law of Joseph Maggio, Chairman, CEO, and Director and son-in-law of John Maggio, Director.

3	Henry Guerra is the cousin of Joseph Maggio, Chairman, CEO, and Director and the nephew of John Maggio, Director.

Involvement in Certain Legal Proceedings

None of our directors or executive officers has, during the past five years,

1	had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time,

2	been convicted in a criminal proceeding and none of our directors or executive officers is subject to a pending criminal proceeding,

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities, or

4	been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Audit Committee Financial Expert

The Company’s board of directors does not have an “audit committee financial expert,” within the meaning of such phrase under applicable regulations of the Securities and Exchange Commission, serving on its audit committee. The board of directors believes that all members of its audit committee are financially literate and experienced in business matters, and that one or more members of the audit committee are capable of (i) understanding generally accepted accounting principles (“GAAP”) and financial statements, (ii) assessing the general application of GAAP principles in connection with our accounting for estimates, accruals and reserves, (iii) analyzing and evaluating our financial statements, (iv) understanding our internal controls and procedures for financial reporting; and (v) understanding audit committee functions, all of which are attributes of an audit committee financial expert. However, the board of directors believes that there is not any audit committee member who has obtained these attributes through the experience specified in the SEC’s definition of “audit committee financial expert.” Further, like many small companies, it is difficult for the Company to attract and retain board members who qualify as “audit committee financial experts,” and competition for these individuals is significant. The board believes that its current audit committee is able to fulfill its role under SEC regulations despite not having a designated “audit committee financial expert.”

ITEM 6.

EXECUTIVE COMPENSATION

During the fiscal year ended March 31, 2004, none of our executive officers or directors received compensation. No executive officer or director of our company received an annual salary and bonus that exceeded $100,000 for the nine months ended December 31, 2004. The following table sets forth information as to the compensation paid or accrued to following executive officers and directors for the nine months ended December 31, 2004:

SUMMARY COMPENSATION TABLE
Annual Compensation Annual Compensation					Long Term Compensation
					Awards		Payouts
Name and Principal Position	Year	Salary	Bonus	Other Annual Compen-sation	Restricted Stock Award(s)	Securities Underlying Options/SARs	LTIP Payouts	All Other Compen- sation
Joseph Maggio Chairman/CEO	Nine months ended 12/31/04	$58,500	$0	$0	$0	0	$0	$0
Louis Vucci, Jr. President	Nine months ended 12/31/04	$39,000	$0	$0	$0	0	$0	$0
Philip Serlin COO	Nine months ended 12/31/04	$39,000	$0	$0	$0	0	$0	$0
William DeMarzo CFO	Nine months ended 12/31/04	$58,500	$0	$0	$0	0	$0	$0
Paul Aloisio Executive VP	Nine months ended 12/31/04	$30,750	$0	$0	$0	0	$0	$0

We do not have a long term incentive plan or arrangement of compensation with any individual in the group of officers and directors.

Employment Agreements

None of our executive officers has an employment agreement with us.

Stock Option Grants and Exercises

We granted no stock options to any of our officers or directors.

ITEM 7.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

MBC Foods, Inc., founded and incorporated in 1999, employed Joseph Maggio, Chairman, CEO and Director, Louis Vucci, President and Director, Philip Serlin, COO and Director, William DeMarzo, CFO, and Paul Aloisio, Executive Vice President. MBC Foods, Inc. was acquired by Diamond Ranch Foods, Ltd. on May 1, 2004. Pursuant to the acquisition, we issued these officers, and directors John Maggio and Henry Guerra, 28,000,000 common shares out of the total 31,607,650 restricted common shares issued in exchange for their interest in MBC Foods, Inc.

To the best of our knowledge, there are no other transactions involving any Director, Executive Officer, any nominee for election as a Director or Officer, or any 5% shareholder who is a beneficial owner or any member of the immediate family of the same.

During the quarter ended December 31, 2004, shareholders have paid general and administrative expenses on behalf of the Company. These payments have been recorded as liabilities and as shareholder loans to the Company. The Shareholder Loans contributed by shareholders totaled $150,300.

During the quarter ended December 31, 2004, Berkshire Capital Management Co., Inc., a shareholder, loaned the Company $360,000. The note is payable in lump-sum including interest at 5% on September 30, 2009. Interest on the notes began accruing on September 30, 2004. We considered the terms of this loan to be more beneficial than any other loans that might have been available from third parties at that time.

ITEM 8.

DESCRIPTION OF SECURITIES

Common or Preferred Stock

There are no securities being offered under this Registration Statement. We are authorized by our Articles of Incorporation to issue 500,000,000 shares of common stock, $0.0001 par value. Our common stock is traded on the “Pink Sheets” under the symbol “DFDR”.

We have issued and outstanding 56,421,150 shares of common stock. Holders of the common stock are entitled to one vote per share on all matters subject to shareholder vote. If the Board of Directors were to declare a dividend out of funds legally available therefore, all of the outstanding shares of common stock would be entitled to receive such dividend ratably. We have never declared a dividend and we do not intend to declare a dividend in the foreseeable future. If our business was liquidated or dissolved, holders of shares of common stock would be entitled to share ratably in assets remaining after satisfaction of our liabilities and redemption of preferred shares, if any. Holders of common stock do not have preemption rights.

We have no preferred stock issued at this time.

Change in Control Provisions

Debt Securities

There are no debt securities being offered under this Registration Statement.

PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is traded on the “Pink Sheets” under the symbol “DFDR” as of May 13, 2004. The trading of our common stock is limited and sporadic.

The table below sets forth the range of high and low bid quotes of our common stock for the nine months ended December 31, 2004.

2004:	HIGH		LOW
First Quarter ended 06/30/04	$	.10	$	.10
Second Quarter ended 09/30/04	$	0.659	$	0.359
Third Quarter ended 12/31/04	$	0.47	$	0.15

We anticipate making an application to the NASD to have our shares quoted on the OTC Bulletin Board after this Form 10-SB Registration Statement is deemed effective by the Securities and Exchange Commission (SEC). Our application to the NASD will consist of current corporate information, financial statements and other documents as required by Rule 15c2-11 of the Securities Exchange Act of 1934 and the OTC Bulletin Board Eligibility Rule (NASD Rules 6530 and 6540). Inclusion on the OTC Bulletin Board permits price quotations for our shares to be published by such service.

Secondary trading of our shares may be subject to certain state imposed restrictions.

The ability of individual shareholders to trade their shares in a particular state may be subject to various rules and regulations of that state. A number of states require that an issuer’s securities be registered in their state or appropriately exempted from registration before the securities are permitted to trade in that state.

From time-to-time we may grant options or warrants, or promise registration rights to certain shareholders. We have no control over the number of shares of our common stock that our shareholders sell. The price of our common stock may be adversely affected if large amounts are sold in a short period of time.

Our shares most likely will be subject to the provisions of Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the “penny stock” rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

The SEC generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the SEC; authorized for quotation on The NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the issuer’s net tangible assets; or exempted from the definition by the SEC. Broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse), are subject to additional sales practice requirements.

For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, monthly statements must be sent to clients disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealers to trade and/or maintain a market in our common stock and may affect the ability of shareholders to sell their shares.

As of March 11, 2005, there were approximately 535 holders of record of our common stock. This number does not include an indeterminate number of shareholders whose shares are held by brokers in street name.

Transfer Agent

We have appointed Signature Stock Transfer, Inc., with offices at 2301 Ohio Drive, Suite 100, Plano, TX 75093, phone number 972-612-4120, as transfer agent for our shares of common stock. The transfer agent is responsible for all record-keeping and administrative functions in connection with the common shares and stock warrants.

Dividend Policy

We have never declared or paid any cash dividends on our common stock and do not expect to declare or pay any cash dividends in the foreseeable future.

ITEM 2.

LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 3.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

There have been no changes in or disagreements with our accountants.

ITEM 4.

RECENT SALES OF UNREGISTERED SECURITIES

On May 1, 2004, we issued 31,607,650 restricted shares of common stock to acquire MBC Foods, Inc. As of May 1, 2004, MBC Foods, Inc. is a wholly owned subsidiary of the Company. The securities were issued in reliance upon the exemption provided in Section 4(2) of the Securities Act of 1933.

On June 3, 2004 we completed a private sale of $6,000 in principal to individual accredited investors in accordance with the laws of the State of Texas. Twenty-four million (24,000,000) shares of the Company’s common stock were sold at a price of $0.00025 per share to ten (10) investors. The securities were issued in reliance upon the exemption provided in Rule 139.16 of the Texas Securities Code. Adopted in 1995, the rule exempts from the securities registration requirements of the Act, as amended, the sale of securities, by the issuer itself or by a registered dealer, to individual accredited investors. Although the rule is designed to stand alone, it coordinates with Rule 504 under Regulation D promulgated under the Securities Act of 1933.

All investors that participated in the offering were by definition “individual accredited investors” and eligible to partake in the purchase of shares in reliance upon Rule 139.16 of the Texas Securities Code, whereas the offered shares were exempt from registration and were issued without any restrictive transfer legend. Pursuant to Rule 139.16(e), we publicly filed a disclosure document with the Texas State Securities Board and furnished the same to the accredited investors. Included in the disclosure document were all statements required or permitted to be included under this ruling.

On June 24, 2004, the Company issued 600,000 shares of common stock for $0.00025 per share in return for investor relation services.

On July 8, 2004, the Company issued 200,000 shares of common stock for $0.00025 per share in return for an independent research report.

ITEM 5.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation permit us to limit the liability of our directors to the fullest extent permitted under Section 78.037 of the Nevada General Corporation Law. As permitted by Section 78.037 of the Nevada General Corporation Law, our Bylaws and Articles of Incorporation also include provisions that eliminate the personal liability of each of its officers and directors for any obligations arising out of any acts or conduct of such officer or director performed for or on behalf of the Company. To the fullest extent allowed by Section 78.751 of the Nevada General Corporation Law, we will defend, indemnify and hold harmless its directors or officers from and against any and all claims, judgments and liabilities to which each director or officer becomes subject to in connection with the performance of his or her duties and will reimburse each such director or officer for all legal and other expenses reasonably incurred in connection with any such claim of liability. However, we will not indemnify any officer or director against, or reimburse for, any expense incurred in connection with any claim or liability arising out of the officer’s or director’s own negligence or misconduct in the performance of duty.

The provisions of our Bylaws and Articles of Incorporation regarding indemnification are not exclusive of any other right we have to indemnify or reimburse our officers or directors in any proper case, even if not specifically provided for in our Articles of Incorporation or Bylaws.

We believe that the indemnity provisions contained in our bylaws and the limitation of liability provisions contained in our certificate of incorporation are necessary to attract and retain qualified persons for these positions. No pending material litigation or proceeding involving our directors, executive officers, employees or other agents as to which indemnification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by any of our directors or executive officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

PART F/S

Our financial statements for the fiscal years ended March 31, 2004 and 2003 have been examined to the extent indicated in their reports by Robison, Hill and Co., independent certified public accountants. The financial statements have been prepared in accordance with generally accepted accounting principles, pursuant to Regulation S-B as promulgated by the SEC, and are included herein in response to Part F/S of this Form 10-SB.

Our financial statements for the nine months ended December 31, 2004 and 2003 have been reviewed by Robison, Hill and Co., independent certified public accountants. The financial statements have been prepared in accordance with generally accepted accounting principles, pursuant to Regulation S-B as promulgated by the SEC, and are included herein in response to Part F/S of this Form 10-SB.

DIAMOND RANCH FOODS, LTD.
(Formerly MBC Food Corporation)

_________________

FINANCIAL STATEMENTS

MARCH 31, 2004 and 2003DECEMBER
31, 2004 and 2003

CONTENTS

Independent Auditor's Report....................................................................................F-1

Financial Statements:

         Balance Sheets
         March 31, 2004 and December 31, 2004...................................................................F-3

         Statements of Operations
         Years Ended March 31, 2004 and 2003
         For the Nine Months Ended December 31, 2004 and 2003 (Unaudited).......................................F-5

         Statements of Stockholders Equity
         Years Ended March 31, 2004 and 2003
         For the Nine Months Ended December 31, 2004 and 2003 (Unaudited).......................................F-6

         Statements of Cash Flows
         Years Ended March 31, 2004 and 2003
         For the Nine Months Ended December 31, 2004 and 2003 (Unaudited).......................................F-7


Notes to Financial Statements
         For the Years Ended March 31, 2004 and 2003 and the
         Nine Months Ended December 31, 2004 and 2003 (Unaudited)...............................................F-8

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors and ShareholdersDiamond
Ranch Foods, Ltd.(Formerly
MBC Food Corpration)

We have audited the accompanying balance sheets of Diamond Ranch Foods, Ltd. (Formerly MBC Food Corpration) as of March 31, 2004 and 2003 and the related statements of income, stockholders equity, and cash flows for the years then ended. These financial statements are the responsibility of the Diamond Ranch Foods, Ltd.(Formerly MBC Food Corpration) management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Diamond Ranch Foods, Ltd. (Formerly MBC Food Corpration) as of March 31, 2004 and 2003, and the results of its operations, stockholders’ equity and its cash flows for the years ended March 31, 2004 and 2003 and the results of its operations and its cash flows for the years then ended with accounting principles generally accepted in the United States of America.

F-1

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


	Respectfully submitted,
	/s/ Robison, Hill & Co.
	Certified Public Accountants

Salt Lake City, Utah
October 26, 2004

F-2

DIAMOND RANCH FOODS, LTD
(Formerly MBC Food Corporation)
CONSOLIDATED BALANCE SHEETS

ASSETS:	March 31, 2004		(Unaudited) December 31, 2004
Current Assets:
Inventory	$	70,318	$	117,227
Accounts Receivable		1,272,413		1,651,556

Total Current Assets		1,342,731		1,768,783

Fixed Assets - Net		349,422		310,940

Other Assets:
Deposits		11,800		15,080

Total Other Assets		11,800		15,080

Total Assets	$	1,703,953	$	2,094,803

F-3

DIAMOND RANCH FOODS, LTD
(Formerly MBC Food Corporation)
CONSOLIDATED BALANCE SHEETS
(Continued)

LIABILITIES & STOCKHOLDERS' EQUITY	March 31, 2004			(Unaudited) December 31, 2004
Current Liabilities:
Bank Overdraft	$	279,905		$	485,903
Accounts Payable and Accrued Expenses		1,024,688			868,314
Interest Payable		19,407			--
Exchange Loan Payable		1,080,158			1,672,868
Shareholder Loans		--			150,300
Notes Payable		17,500			--
Capital Lease Obligation		2,759			3,380
Convertible Debenture		150,000			--

Total Current Liabilities		2,574,417			3,180,765

Non-current Liabilities:
Capital Lease Obligation		1,922			--
Notes Payable		--			360,000
Interest Payable		--			4,576

Total Long Term Liabilities		1,922			364,576

TOTAL LIABILITIES		2,576,339			3,545,341

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, par value $.0001, 20,000,000 shares
Authorized, 0 shares issued at December 31, 2004 and
March 31, 2004		--			--
Common Stock, par value $.001, 100,000,000 shares
Authorized, 5,928,649 shares issued at March 31, 2004
and par value $.0001, 500,000,000 shares Authorized,
56,421,150 shares issued at December 31, 2004		5,929			5,642
Additional Paid-In Capital		871,623			1,213,361
Retained Earnings (Deficit)		(1,749,938	)		(2,669,541	)

Total Stockholders' Equity		(872,386	)		(1,450,538	)

Total Liabilities and Stockholders' Equity	$	1,703,953		$	2,094,803

The accompanying notes are an integral part of these financial statements.

F-4

DIAMOND RANCH FOODS, LTD
(Formerly MBC Food Corporation)
CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Years Ended March 31,						(Unaudited) For the Nine Months Ended December 31,
	2004			2003			2004			2003
Revenues	$	7,885,920		$	5,347,067		$	7,722,543		$	5,969,897
Cost of Goods Sold		6,801,535			4,228,310			5,548,016			5,326,393

Gross Profit		1,084,385			1,118,757			2,174,527			643,504
Expenses:
Payroll		876,701			1,073,586			769,914			764,992
Factoring Fee		335,250			48,841			207,314			281,242
Bad Debt Expense		--			--			92,400			--
Depreciation and Amorization		68,509			57,052			52,343			51,382
General and Administrative		771,627			748,555			1,795,224			760,727

Total Expenses		2,052,087			1,928,034			2,917,195			1,858,343

Other Income (Expense)
Grant		50,000			--			--			50,000
Interest Expense		(9,842	)		(13,117	)		(11,092	)		(9,837	)

Net Loss	$	(927,544	)	$	(822,394	)	$	(753,760	)	$	(1,174,676	)

Basic & Diluted Income (Loss)
Per Share	$	(0.16	)	$	(0.14	)	$	(0.02	)	$	(0.20	)

Weighted Average Shares
Outstanding		5,928,649			5,928,649			40,936,373			5,928,649

The accompanying notes are an integral part of these financial statements.

F-5

DIAMOND RANCH FOODS, LTD
(Formerly MBC Food Corporation)
STATEMENTS OF STOCKHOLDERS’ EQUITY

	Preferred Stock					Common Stock					Additional Paid-in		Retained
	Shares		Amount			Shares		Amount			Capital		Earnings
Balance at April 1, 2002		--	$	--			--	$	--		$	--	$	--
Issued stock in exchange for asset and expenses		--		--			5,928,649		5,929			216,487		--
Capital Contributions		--		--			--		--			144,597		--
Net Loss		--		--			--		--			--		(822,394	)

Balance, March 31, 2003		--		--			5,928,649		5,929			361,084		(822,394	)
Capital Contributions		--		--			--		--			510,539		--
Net Loss		--		--			--		--			--		(927,544	)

Balance, March 31, 2004		--		--			5,928,649		5,929			871,623		(1,749,938	)
April 1, 2004 Shares Issued to Retire
Convertable Debenture		--		--			20,000,000		20,000			130,000		--
Merger Transactions		5,692,501		(22,767	)		208,018		(165,843	)
Sale of Stock Under Reg. D		--		--			24,000,000		2,400			3,600		--
Stock Issued for Services		--		--			800,000		80			120		--
Net Loss		--		--			--		--			--		(753,760	)

Balance, December 31, 2004 (Unaudited)		--	$	--			56,421,150		5,642			1,213,361		(2,669,541	)

The accompanying notes are an integral part of these financial statements.

F-6

DIAMOND RANCH FOODS, LTD
(Formerly MBC Food Corporation)
STATEMENTS OF CASH FLOWS

	For the year ended March 31,						(Unaudited) For the nine months ended December 31,
	2004			2003			2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(927,544	)	$	(822,394	)	$	(753,760	)	$	(1,174,676	)
Adjustments to reconcile net loss to net cash
Provided by operating activities
Depreciation and Amortization		68,509			57,052			52,343			51,382
(Increase) Decrease in Inventory		(35,307	)		(35,011	)		(46,909	)		(35,307	)
(Increase) Decrease in Accounts Receivable		(975,383	)		(297,030	)		(379,143	)		(238,946	)
(Increase) Decrease in Deposits		--			(11,800	)		(3,280	)		--
(Decrease) Increase in Accounts Payable and Accrued Expenses		587,760			436,928			(156,374	)		427,043
(Decrease) Increase in Interest Payable		9,841			9,566			4,576			7,381
(Decrease) Increase in Notes Payable		17,500			--			--			--
(Decrease) Increase in Convertible Debenture		--			150,000			--			--
(Decrease) Increase in Exchange Loan Payable		892,152			188,006			592,712			508,486

Net Cash Provided by Operating Activities		(362,472	)		(324,683	)		(689,835	)		(454,637	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Equipment		--			(252,566	)		(13,862	)		--

Net Cash Used in Investing Activities		--			(252,566	)		(13,862	)		--

F-7

DIAMOND RANCH FOODS, LTD
(Formerly MBC Food Corporation)
STATEMENTS OF CASH FLOWS
(Continued)

	For the year ended March 31,						(Unaudited) For the nine months ended December 31,
	2004			2003			2004			2003
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Capital Lease Obligation	$	(2,200	)	$	(780	)	$	(1,301	)	$	(1,437	)
Borrowing on Capital Lease Obligation		--			7,660			--			--
Borrowing on Notes Payable		--			--			360,000			--
Shareholder Loans		--			--			150,300			--
Payments on Notes Payable		--			--			(17,500	)		--
Stock Issued in Exchange for Cash		--			--			6,000			--
Stock Issued in Exchange for Services		--			--			200			--
Additional Paid in Capital		510,539			144,597			--			510,539
Bank Overdraft		(145,867	)		425,772			205,998			(54,465	)

Net Cash Used in Financing Activities		362,472			577,249			703,697			454,637

Net (Decrease) Increase in Cash and Cash Equivalents		--			--			--			--
Cash and Cash Equivalents at Beginning of Period		--			--			--			--

Cash and Cash Equivalents at End of Period	$	--		$	--		$	--		$	--

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	9,842		$	13,117		$	11,092		$	9,837
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Stock issued in exchange for cancellation of debt	$	--		$	--		$	169,407		$	--
Stock issued in asset acquisition agreement	$	--		$	--		$	25,950		$	--

The accompanying notes are an integral part of these financial statements.

F-8

DIAMOND RANCH FOODS, LTD
(Formerly MBC Food Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR
THE YEARS ENDED MARCH 31, 2004 AND 2003 AND THE NINE MONTHS
ENDED DECEMBER 31, 2004 AND 2003 (Unaudited)

NOTE 1 — NATURE OF OPERATIONS AND GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplates the Company as a going concern. However, the Company has sustained substantial operating losses in recent years and has used substantial amounts of working capital in its operations. Realization of a major portion of the assets reflected on the accompanying balance sheet is dependent upon continued operations of the Company which, in turn, is dependent upon the Company’s ability to meet its financing requirements and succeed in its future operations. Management believes that actions presently being taken to revise the Company’s operating and financial requirements provide them with the opportunity for the Company to continue as a going concern.

These financial statements do not reflect adjustments that would be necessary if the Company were unable to continue as a “going concern”. While management believes that the actions already taken or planned, will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements, there can be no assurance that these actions will be successful.

If the Company were unable to continue as a “going concern”, then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported revenues and expenses, and the balance sheet classifications used.

Organization and Basis of Presentation

The Company was incorporated under the laws of the State of Florida on November 30, 1942 under the name Jerry’s Inc. The Company ceased all operating activities during the period from January 1, 1998 to March 8, 2004 and was considered dormant. On March 8, 2004 the Company changes its domicile to the State of Nevada. On March 30, 2004, the company changed its name to Diamond Ranch Foods, Ltd.

On May 1, 2004, the shareholders of the Diamond Ranch Foods, Ltd. (formerly Jerry’s Inc.) completed a stock purchase agreement with MBC Foods, Inc., a Nevada corporation. The merger was accounted for as a reverse merger, with MBC Foods, Inc. being treated as the acquiring entity for financial reporting purposes. In connection with this merger, Diamond Ranch Foods, Ltd.(formerly Jerry’s Inc.) issued 31,607,650 shares of common stock in exchange for the 100% of the issued and outstanding shares of capital stock of MBC Foods, Inc..

For financial reporting purposes, Diamond Ranch Foods, Ltd.(formerly Jerry’s Inc.) was considered the new reporting entity .

F-9

Interim Reporting

The unaudited financial statements as of December 31, 2004 and for the three and nine month period then ended reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly state the financial position and results of operations for the three and nine months. Operating results for interim periods are not necessarily indicative of the results which can be expected for full years.

Nature of Business

The Company is a meat processing and distribution company located in the historic Gansevoort “meatpacking district” in lower Manhattan, NY. The Companies operations consist of packing, processing, labeling, and distributing products to a customer base, including, but not limited to; in-home food service businesses, retailers, hotels, restaurants, and institutions, deli and catering operators, and industry suppliers.

NOTE 2 — SUMMARY OF ACCOUNTING POLICIES

This summary of accounting policies for Diamond Ranch Foods, Ltd.(formerly Jerry’s Inc.) is presented to assist in understanding the Company’s financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

Use of Estimates

The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. In preparing the financial statements, management is required to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheet and statement of operations for the year then ended. Actual results may differ from these estimates. Estimates are used when accounting for allowance for bad debts, collectibility of accounts receivable, amounts due to service providers, depreciation and litigation contingencies, among others.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

F-10

Concentration of Credit Risk

The Company has no significant off-balance sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.

Fixed Assets

Fixed assets are recorded at cost. Major renewals and improvements are capitalized, while maintenance and repairs are expensed when incurred. As of March 31, 2004, depreciation is computed as follows:

	Cost		Method	Life	Accumulated Depreciation		Net
Leasehold
Improvements	$	269,906	Strait Line	10 Years	$	43,290	$	226,616
Office Equipment		205,077	Strait Line	3-5 Years		82,271		122,806

	$	474,983			$	125,561	$	349,422

As of March 31, 2003, depreciation is computed as follows:

	Cost		Method	Life	Accumulated Depreciation		Net
Leasehold
Improvements	$	269,906	Strait Line	10 Years	$	16,299	$	253,607
Office Equipment		205,077	Strait Line	3-5 Years		40,753		164,324

	$	474,983			$	57,052	$	417,931

Total depreciation expense for the year ended March 31, 2004 and 2003 was $68,509 and $57,052.

Earnings per Share

Basic loss per share has been computed by dividing the loss for the period applicable to the common stockholders by the weighted average number of common shares outstanding during the years.

There are no dilutive outstanding common stock equivalents at March 31, 2004 and 2003.

F-11

Income Taxes

The Company accounts for income taxes under the provisions of SFAS No.109, “Accounting for Income Taxes.” SFAS No.109 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets and liabilities.

Comprehensive Income

The Company does not have any accumulated comprehensive income items, and therefore, is not required to report comprehensive income.

Inventory

Inventories are stated at the lower of cost or market.

Advertising

Advertising costs are expensed as incurred.

Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) 141, Business Combinations , and SFAS 142, Goodwill and Intangible Assets . SFAS 141 is effective for all business combinations completed after June 30, 2001. SFAS 142 is effective for fiscal years beginning after December 15, 2001; however, certain provisions of this Statement apply to goodwill and other intangible assets acquired between July 1, 2001 and the effective date of SFAS 142. Major provisions of these Statements and their effective dates for the Company are as follows:

(a)

All business combinations initiated after June 30, 2001 must use the purchase method of accounting. The pooling of interests method of accounting is prohibited except for transactions initiated before July 1, 2001.

(b)

Intangible assets acquired in a business combination must be recorded separately from goodwill if they arise from contractual or other legal rights or are separable from the acquired entity and can be sold, transferred, licensed, rented or exchanged, either individually or as part of a related contract, asset or liability.

(c)

Goodwill, as well as intangible assets with indefinite lives, acquired after June 30, 2001, will not be amortized.

F-12

(d)

Effective January 1, 2002, all previously recognized goodwill and intangible assets with indefinite lives will no longer be subject to amortization.

(e)

Effective January 1, 2002, goodwill and intangible assets with indefinite lives will be tested for impairment annually and whenever there is an impairment indicator.

(f)

Effective January 1, 2002, the useful life of intangible assets with finite lives will be evaluated each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization.

(g)

All acquired goodwill must be assigned to reporting units for purposes of impairment testing and segment reporting.

On April 1, 2003, the Company adopted SFAS 142 and as required, the useful lives of the customer lists were evaluated and the remaining amortization periods adjusted accordingly. Prior to the adoption of SFAS 142, the Company amortized the customer lists over an estimated useful life of fifteen years. Since the adoption of SFAS 142, the Company amortizes the customer lists over an estimated useful life of five years.

NOTE 3 — INCOME TAXES

As of March 31, 2004, the Company had a net operating loss carryforward for income tax reporting purposes of approximately $1,750,000 that may be offset against future taxable income through 2024. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carry-forwards will expire unused. Accordingly, the potential tax benefits of the loss carry-forwards are offset by a valuation allowance of the same amount.

NOTE 4 — OPERATING LEASE COMMITMENTS

The Companies operating facility is a New York City owned property consisting of 7,000 sq. ft. The Company leases the space on a month-to-month basis.

Total lease expense for the year ended March 31, 2004 and 2003 was $81,864 and $81,864.

F-13

NOTE 5 — CAPITAL LEASE COMMITMENTS

On October 8, 2002 the Company entered into a capital lease for the purchase of equipment. The future minimum lease payments are as follows:

Year	Lease Payment
2004	$	2,759
2005		1,922
2006		--
2007		--
2008		--

Total	$	4,681

NOTE 6 – NOTES PAYABLE

Notes Payable

As of March 31, 2004 the Company had an outstanding short term note in the amount of $17,500 as shown on the accompanying balance sheet. This note is due on May 7, 2004 and carries a 0% interest rate.

As of December 31, 2004 the Company has an outstanding note payable in the amount of $360,000. This loan carries with it an interest rate of 5% and no payments of interest or principal are due until the due date of September 30, 2009. As of December 31, 2004 interest on this loan is $4,576.

Factoring Line of Credit

On November 25, 2002, the Company entered into an agreement with Platinum Funding Corp. where in Platinum Funding will purchase the majority of the Company’s account receivable. Under the terms of the agreement, the Company would receive 75 percent of the purchase price up front and 25 percent would be held in reserves until the receivables are collected. Platinum funding extended up to $ 750,000 of credit.

On November 17, 2003, the Company entered into an agreement with American Crest Capital, Inc. where in American Crest Capital will purchase the majority of the Company’s account receivable. Under the terms of the agreement, the Company would receive 90 percent of the purchase price up front and 10 percent would be held in reserves until the receivables are collected. American Crest Capital has extended up to $1,200,000 of credit.

F-14

Convertible Debenture

On March 19, 2002, the Company issued an convertible debenture in exchange for value received. The $150,000 is due and payable, with 6% interest, on April 1, 2004, unless sooner converted into shares of common stock. The debenture is convertible into 400,000 shares of common stock of the Company. In April 2004, MBC Food Corporation Issued 20,000,000 shares of common stock in exchange for the retirement of the $150,000 convertible debenture.

NOTE 7 — RELATED PARTY TRANSACTIONS

As of December 30, 2004, shareholders have advanced the Company $150,300 payable on demand and does not carry an interest rate. This transaction has been recorded in the accompanying financial statements as Shareholder loans.

NOTE 8 — MERGER

On May 1, 2004, the shareholders of the Diamond Ranch Foods, Ltd. (formerly Jerry’s Inc.) completed a stock purchase agreement with MBC Foods, Inc., a Nevada corporation. The merger was accounted for as a reverse merger, with MBC Foods, Inc. being treated as the acquiring entity for financial reporting purposes. In connection with this merger, Diamond Ranch Foods, Ltd.. (formerly Jerry’s Inc.) issued 31,607,650 shares of common stock in exchange for the 100% of the issued and outstanding shares of capital stock of MBC Foods, Inc..

For financial reporting purposes, Diamond Ranch Foods, Ltd. (formerly Jerry’s Inc.) was considered the new reporting entity.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition.

	March 31, 2004
Assets:	$	-

Liabilities:	$	-
Equity:
Common Stock		62
Paid-In Capital		165,781
Retained Deficit		(165,843	)

Total Stockholders Equity		--

Total Liabilities and Equity	$	-

The aggregate purchase price was 31,607,650 common shares at $0.000821.

F-15

DIAMOND RANCH FOODS, LTD
Formerly MBC Food Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR
THE YEARS ENDED MARCH 31, 2004 AND 2003 AND THE NINE MONTHS
ENDED DECEMBER 31, 2004 AND 2003 (Unaudited)
(Continued)

NOTE 9 — STOCK TRANSACTIONS

In April 2004 the Board of Directors approved a 50:1 reverse stock split.

On June 10, 2004, the Company issued 24,000,000 shares of common stock under reg. D for cash at $0.00025 per share.

On June 24, 2004 The Company issued 600,000 shares of common stock for $0.00025 per share in return for investor relation services.

On July 8, 2004 the Company issued 200,000 shares of common stock for $0.00025 per share in return for an independent research report.

F-16

PART III

ITEM 1.

INDEX TO EXHIBITS

The following exhibits are filed with this registration statement:

Exhibit No.	Exhibit Name
3.1	Articles of Incorporation
3.2	By-Laws

ITEM 2.

DESCRIPTION OF EXHIBITS

See Item I above.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

DIAMOND RANCH FOODS, LTD.

(Registrant)

DATE:	March 15, 2005	By: /s/ Joseph Maggio
			Joseph Maggio, Chairman, CEO, Director

Pursuant to the requirements of Section 12 of the Securities Exchanges Act of 1934, this Form 10-SB has been signed by the following persons in the capacities with Diamond Ranch Foods, Ltd. and on the dates indicated.

Dated: March 15, 2005

/s/ Joseph Maggio

Joseph Maggio, Chairman, CEO, and Director

/s/ Louis Vucci, Jr.

Louis Vucci, Jr., President and Director

/s/ Philip Serlin

Philip Serlin, Chief Operations Officer and Director

/s/ William DeMarzo

William DeMarzo, Chief Financial Officer

ARTICLES OF INCORPORATION

OF
DIAMOND RANCH FOODS, LTD.

KNOW ALL ME BY THESE PRESENTS, that I, the undersigned, do hereby associate myself into a corporation under and pursuant to the provisions and by virtue of the laws of the State of Nevada, as provided in the Corporation Act of 1925, and all Acts amendatory thereof and supplemental thereto, and for that purpose do hereby make, subscribe, acknowledge, certify, and set forth as follows:

FIRST: That the name of the corporation shall be:

DIAMOND RANCH FOODS, LTD.

SECOND: The resident agent is W. Dale McGhie located at 14595 Chamy Drive, Reno, Nevada 89521, but the corporation may maintain offices, agencies, and places of business in any other state in the United States and in foreign countries without restriction as to place, and the corporation may keep such books, papers, and records of the corporation as are not required by law to be kept within the State of Nevada, and as the directors may find convenient in such offices, agencies, and places of business.

THIRD: The nature of the business to be transacted and the objects and purposes to be promoted and carried on by the corporation shall be to engage in any and all lawful activities.

FOURTH: The amount of the authorized capital stock of the corporation is five hundred million (500,000,000) shares of common stock and twenty million (20,000,000) shares of preferred stock, with the par value and voting restrictions set forth below in Articles FIFTH and SIXTH.

No stockholder of the corporation shall by reason of holding shares in the corporation possess a preemptive and preferential right to purchase or subscribe to shares of any class of this corporation, now or hereafter to be authorized, or any notes, debentures, bonds or other securities convertible into or carrying options or warrants to purchase of any class, now or hereafter to be authorized.

FIFTH: The aggregate number of shares of common stock which this corporation shall have authority to issue shall be five hundred million (500,000,000) shares at par value of one hundredth of one cent ($.0001) per share. The common stock of the corporation that is issued and outstanding shall be entitled to vote fifty percent (50%) of the stockholder voting rights. Each holder of common stock shall be entitled to one vote for each share of common stock held.

SIXTH: The aggregate number of shares of preferred stock which this corporation shall have authority to issue shall be twenty million (20,000,000) shares at par value of one hundredth of one cent ($.0001) per share. The preferred stock shall be divided into Series A preferred stock, Series B preferred stock, and Series C preferred stock which shall have all the same rights and privileges except voting rights as expressly set forth below:

(a) Series A preferred stock which shall consist of ten million (10,000,000) shares, shall have no voting rights.

(b) Series B preferred stock which shall consist of nine million nine hundred ninety thousand (9,990,000) shares, shall have no voting rights.

(c) Series C preferred stock which shall consist of ten thousand (10,000) shares, shall be entitled to vote fifty percent (50%) of the stockholders' voting rights. Each holder of preferred stock Series C shall be entitled to one (1) vote for each share of preferred stock, Series C, held.

SEVENTH: Authorized stock may be issued from time to time without action by the stockholders for such consideration as may be fixed from time to time by the Board of Directors, and shares so issued, the consideration for which have been paid or delivered, shall be deemed fully paid stock and the holder of such shares shall not be liable for any further payment thereon.

The capital stock of this corporation, after the amount of the subscription price or par value has been paid in, shall not be subject to assessment to pay debts of the corporation and no paid up stock and no stock issued as fully paid shall ever be assessable or assessed and the Articles of Incorporation shall not be amended in this particular.

EIGHTH: The members of the governing board shall be known as directors and the number thereof shall be at least one (1), with the exact number and terms of office to be fixed by the bylaws of the corporation; provided, that at least one-fourth (1/4) of the members of the Board of Directors shall be chosen annually by the shareholders of the corporation.

The name and address of the first Board member, consisting of one (1) director, is as follows:

NAME ADDRESS

Gabriel Gonzalez P.O. Box 343544, Florida City, FL 33034

NINTH: The name and address of the sole incorporator signing these Articles of Incorporation is as follows:

NAME ADDRESS

Gabriel Gonzalez P.O. Box 343544, Florida City, FL 33034

TENTH: This corporation is to have perpetual existence.

ELEVENTH: A director or officer of the corporation shall not be liable to the corporation or its shareholders for damages for breach of fiduciary duty as a director or officer except for liability that, by express provision of Chapter 78 of the Nevada Revised Statutes, as amended and in effect of Nevada having similar import and effect, cannot be eliminated.

TWELFTH: The SIXTH and ELEVENTH Articles shall not be amended or repealed except by vote of the holders of two-thirds (2/3) of all the issued and outstanding shares of each class of the capital stock of this corporation that are entitled to vote.

THIRTEENTH: In furtherance, and not in limitation of the power conferred by statute, the Board of Directors is expressly authorized:

Subject to the bylaws, if any, adopted by the stockholders, make, alter or amend the bylaws of the corporation;

To fix the amount to be reserved as working capital over and above its capital stock paid in; to authorize and cause to be executed mortgages and liens upon the real and personal property of this corporation.

From time-to-time, to determine whether, and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of this corporation (other that the original or duplicates stock ledger), or any of them, shall be open to inspection of stockholders, and no stockholder shall have any right of inspection any account, book or document of this corporation except as conferred by statute, unless authorized by a resolution of the stockholders or directors:

To indemnify any person who was or is a party or is threatened to be made a party to any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the Corporation, by reason of the fact that he is or was an officer, director, employee or agent of the Corporation, or is or was deserving at the request of the Corporation as an officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or in connection with the action, suit, or proceeding if he acted in good faith and in a manner in which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. To indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation (derivative actions) to procure a judgment in its favor by reason of the fact that he is or was an officer, director, employee or agent of the Corporation, or is or was serving at the request of the Corporation as an officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including amounts paid in settlement and attorney's fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Corporation. No officer, director, employee or agent of the Corporation may be indemnified in a derivative action for any caim, issue or matter as to which such person has been adjudged by a court of competent jurisdiction after exhaustion of all appeals, to be liable to the Corporation or for amounts paid in settlement to the Corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnify for such expenses as the court deems proper;

Determination that indemnification of an officer or director is improper must be made by the shareholders or by majority vote of a quorum of directors who were not parties to the act, suit or proceeding.

This corporation may, in its bylaws, confer powers upon its directors in addition to the foregoing, and in addition to the powers and authorities expressly conferred upon them by statute.

FOURTEENTH: Both stockholders and directors shall have power, if the bylaws so provide, to hold their meetings, and to have one or more offices within or without the State of Nevada, and to keep the books of this corporation (subject to the requirements of the Nevada Revised Statutes) outside the State of Nevada at such places as may from time-to-time be designated by the Board of Directors.

FIFTEENTH: This corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute or by these Articles of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

THE UNDERSIGNED, being the sole officer and director of the incorporator hereinbefore named for the purpose of forming a corporation to do business within and without the State of Nevada and in pursuance of the Corporation Laws of the State of Nevada, being Chapter 177 of the Laws of 1925, and the acts amendatory thereof and supplemental thereto, doers make and file this certificate, hereby declaring and certifying the facts herein stated are true.

IN WITNESS WHEREOF, I accordingly have hereunto set my hand and seal this 29th day of January, 2004.

/s/ Gabriel Gonzalez
      Director

DIAMOND RANCH FOODS, LTD.
(A NEVADA CORPORATION)

BYLAWS

ARTICLE ONE: NAME AND OFFICES

1.01     NAME.  The  name of the  corporation  is  DIAMOND  RANCH  FOODS,  LTD.,
         hereinafter referred to as the "Corporation."

1.02     REGISTERED OFFICE AND AGENT. The Corporation shall establish, designate
         and maintain a registered office and agent in the Stare of Nevada.  The
         registered office of the Corporation shall be at 14595 Chamy Dr., Reno,
         Nevada.  The name of the  registered  agent at such  address is W. Dale
         McGhie.

1.03     CHANGE OF REGISTERED  OFFICE OR AGENT.  The  Corporation may change its
         registered office or change its registered agent, or both, by following
         the  procedure  set  forth in Nevada  Revised  Statutes  78.095  and/or
         78.110. Any such change shall constitute an amendment to these Bylaws.

1.04     OTHER  OFFICES.  The  Corporation  may have offices at such places both
         within and  without  the State of Nevada as the Board of  Director  may
         from time to time  determine  or the  business of the  Corporation  may
         require.

                            ARTICLE TWO: SHAREHOLDERS

2.01     PLACE OF MEETINGS. All meetings of the Shareholders for the election of
         Directors and for any other purpose may be held at such time and place,
         within or without  the State of Nevada,  as stated in the notice of the
         meeting or in a duly executed waiver of notice thereof.

2.02     ANNUAL MEETING.  An annual meeting of the Shareholders for the election
         of  Directors  and for the  transaction  of such other  business as may
         properly  come before the meeting  shall be held each year on the first
         Monday in  January,  beginning  in 2005,  or such  other date as may be
         selected by the Board of Directors  from time to time.  At the meeting,
         the Shareholders  shall elect Director and transact such other business
         as may properly be brought before the meeting.

2.03     SPECIAL MEETING. Special meetings of the Shareholders,  for any purpose
         or purposes,  unless otherwise prescribed by statute or by the Articles
         of Incorporation,  or by these Bylaws,  may be called by the President,
         the Secretary,  the Board of Directors, or the holders of not less that
         one tenth of all the shares  entitles to vote at the meeting.  Business
         transacted  at a special  meeting  shall be  confined  to the  subjects
         stated in the notice of the meeting.

2.04     NOTICE.  Written or printed notice  stating the place,  day and hour of
         the meeting and, in case of a special meeting,  the purpose or purposes
         for which the meeting is called,  shall be delivered  not less than ten
         nor  more  than  sixty  days  before  the date of the  meeting,  either
         personally or by mail, by or at he direction of the person  calling the
         meeting, to each Shareholder of record entitled to vote at the meeting.
         If mailed,  such notice shall be deemed to be delivered  when deposited
         in the United States mail  addressed to the  Shareholder at his address
         as it  appears on the stock  transfer  books of the  Corporation,  with
         postage thereon prepaid.

2.05     VOTING LIST.  At least ten days before each meeting of  Shareholders  a
         complete  list of the  Shareholders  entitled to vote at such  meeting,
         arranged in  alphabetical  order and setting  forth the address of each
         and the number of voting shares held by each,  shall be prepared by the
         Officer or agent having charge of the stock transfer books.  Such list,
         for a period of ten days prior to such  meeting,  shall be kept on file
         at the registered  office of the Corporation  whether within or without
         the  State  of  Nevada  and  shall  be  subject  to  inspection  by any
         Shareholder  at any time during usual business  hours.  Such list shall
         also be  produced  and kept open at the time and  place of the  meeting
         during the whole time thereof,  and shall be subject to the  inspection
         of any Shareholder during the whole time of the meeting.

2.06     QUORUM.  The holders of a majority of the shares issued and outstanding
         and  entitled  to vote  thereat,  present in person or  represented  by
         proxy, shall be requisite and shall constitute a quorum at all meetings
         of the Shareholders for the transaction of business except as otherwise
         provided  by statute,  by the  Articles  of  Incorporation  or by these
         Bylaws.  If a quorum is not present or  represented at a meeting of the
         Shareholders,  the  Shareholders  entitles to vote  thereat  present in
         person or by proxy,  shall have power to adjourn the meeting  from time
         to time, without notice other than announcement at the meeting, until a
         quorum is present or represented.  At such adjourned meeting at which a
         quorum is present or represented,  any business may be transacted which
         might have been transacted at the meeting as originally notified.

2.07     MAJORITY  VOTE:  WITHDRAWAL OF QUORUM.  When a quorum is present at any
         meeting,  the vote of the  holders of a majority  of the shares  having
         voting power,  present in person or represented by proxy,  shall decide
         any question  brought  before such meeting,  unless the question is one
         upon which,  by express  provision of the statutes or the  Ar5ticles of
         Incorporation or of these Bylaws a different vote is required, in which
         case such  express  provision  shall govern and control the decision of
         such question. The Shareholders present at a duly organized meeting may
         continue to transact business until  adjournment,  notwithstanding  the
         withdrawal if enough Shareholders to leave less than a quorum.

2.08     METHOD OF VOTING. Each outstanding share, regardless of class, shall be
         entitled to one vote on each  matter  subject to a vote at a meeting of
         Shareholders, except to the extent that the voting rights of the shares
         of any class or  classes  are  limited  or denied  by the  Articles  of
         Incorporation.  The Board of  Directors  may, in the  future,  at their
         discretion,  direct that voting be  cumulative,  according  to any plan
         adopted  by the  Board.  At any  meeting  of  the  Shareholders,  every
         Shareholder  having  the right to vote may vote  either in person or by
         proxy executed in writing by the  Shareholder or by his duly authorized
         attorney-in-fact.  No proxy shall be valid after eleven months from the
         date of its execution,  unless  otherwise  provided in the proxy.  Each
         proxy  shall be  revocable  unless  expressly  provided  therein  to be
         irrevocable  or unless  otherwise  made  irrevocable by law. Each proxy
         shall be filed with the  Secretary of the  Corporation  prior to, or at
         the time of, the meeting.  Voting for Directors  shall be in accordance
         with Section 3.06 of these  Bylaws.  Any vote may be taken viva voce or
         by show of hands unless someone entitled to vote objects, in which case
         written ballots shall be used. Cumulative voting is not prohibited.

2.09     RECORD DATE:  CLOSING TRANSFER BOOKS. The Board of Directors may fix in
         advance  a record  date for the  purpose  of  determining  Shareholders
         entitled to notice of, or to vote at, a meeting of  Shareholders,  such
         record  date to be not less than ten nor more than  sixty days prior to
         such meeting;  or the Board of Directors  may close the stock  transfer
         books for such  purpose for a period of not less than ten nor more than
         sixty days prior to such  meeting.  In the absence of any action by the
         Board of  Directors,  the date upon which the notice of the  meeting is
         mailed shall be the record date.

2.10     ACTION WITHOUT  MEETING.  Any action required to be taken at any annual
         or special  meeting of Shareholders or any action which may be taken at
         any annual or special meeting of  Shareholders,  may be taken without a
         meeting,  without  prior  notice,  and without a vote,  if a consent or
         consents in writing,  setting  forth the action so taken,  is signed by
         the holder or holders of shares having not less than the minimum number
         of votes that would be  necessary  to take such  action at a meeting at
         which the  holders of all shares  entitled  to vote on the action  were
         present and voted.

         Such  consent or  consents  shall have the same force and effect as the
         requisite vote of the Shareholders at a meeting.  The signed consent or
         consents,  or a copy or copies  thereof,  shall be placed in the minute
         book of the  Corporation.  Such  consents  may be  signed  in  multiple
         counterparts,  each of  which  shall  constitute  an  original  for all
         purposes,  and all of which  together  shall  constitute  the requisite
         written  consent or  consents of the  Shareholders,  if  applicable.  A
         telegram, telex, cablegram, or similar transaction by a Shareholder, or
         a  photographic,  photostatic,  facsimile or similar  reproduction of a
         writing  signed by a  Shareholder,  shall be  regarded as signed by the
         Shareholder for purposes of this Section 2.10.

2.11     ORDER OF  BUSINESS  AT  MEETINGS.  The  order  of  business  at  annual
         meetings,  and so far as practicable at other meetings of Shareholders,
         shall be as follows unless changed by the Board of Directors:

(a)      Call to order
(b)      Proof of due notice of meeting
(c)      Determination of quorum and examination of proxies
(d)      Announcement of availability of voting list (See Bylaws 2.05)
(e)      Announcement of distribution of annual reports (See Bylaws 8.03)
(f)      Reading and disposing of minutes of last meeting of Shareholders
(g)      Reports of Officers and committees
(h)      Appointment of voting inspectors
(i)      Unfinished business
(j)      New business
(k)      Nomination of Directors
(l)      Opening of polls for voting
(m)      Recess
(n)      Reconvening; closing of polls
(o)      Report of voting inspectors
(p)      Other business
(q)      Adjournment

                            ARTICLE THREE: DIRECTORS

3.01     MANAGEMENT.  The  business  and  affairs  of the  Corporation  shall be
         managed  by the  Board of  Directors,  which may  exercise  all of such
         powers of the Corporation and do all such lawful acts and things as are
         not, by statute or by the Articles of Incorporation or by these Bylaws,
         directed or required to be exercised or done by the Shareholders.

3.02     NUMBER;  QUALIFICATION;  ELECTION;  TERM. The Board of Directors  shall
         consist  of not  less  than one  member  nor more  than  five  members;
         provided  however,  the Board of  Directors in effect as of the date of
         effectiveness  of these Bylaws consists of one member.  A Director need
         not be a Shareholder  or resident of any  particular  state or country.
         The  Directors   shall  be  elected  at  the  annual   meeting  of  the
         shareholders,  except as provided in Bylaw 3.03 and 3.05. Each Director
         elected shall hold office until his successor is elected and qualified.
         Each  person  elected as a Director  shall be deemed to have  qualified
         unless he states his refusal to serve shortly  after being  notified of
         his election.

3.03     CHANGE IN NUMBER. The number of Directors may be increased or decreased
         from time to time by  amendment  to the Bylaws,  but no decrease  shall
         have the effect of shortening the term of any incumbent  Director.  Any
         directorship  to be filled by reason of an  increase  in the  number of
         Directors  shall be  filled  by the  Board of  Directors  for a term of
         office continuing only until the next election of one or more Directors
         by the Shareholders;  provided that the Board of Directors may not fill
         more than two such  directorships  during  the period  between  any two
         successive annual meetings of Shareholders.

3.04     REMOVAL. Any Director may be removed either for or without cause at any
         special or annual meeting of Shareholders by the affirmative  vote of a
         majority, in number of shares, of the Shareholders present in person or
         by proxy at such  meeting and entitled to vote for the election of such
         Director if notice of intention to act upon such matter is given in the
         notice calling such meeting.

3.05     VACANCIES. Any unfilled directorship position, or any vacancy occurring
         in  the  Board  of  Directors  (by  death,   resignation,   removal  or
         otherwise), shall be filled by an affirmative vote of a majority of the
         remaining  Directors  though  less  than  a  quorum  of  the  Board  of
         Directors.

         A Director elected to fill a vacancy shall be elected for the unexpired
         term of his predecessor in office,  except that a vacancy occurring due
         to an increase in the number of Directors shall be filled in accordance
         with Section 3.03 of these Bylaws.

3.06     ELECTION OF DIRECTORS.  Directors shall be elected by majority vote.

3.07     PLACE OF  MEETING.  Meeting  of the  Board  of  Directors,  regular  or
         special, may be held either within or without the State of Nevada.

3.08     FIRST  MEETING.  The  first  meeting  of each  newly  elected  Board of
         Directors  shall be held without further notice  immediately  following
         the annual meeting of Shareholders,  and at the same place,  unless the
         Directors change such time or place by unanimous vote.

3.09     REGULAR  MEETINGS.  Regular  meetings of the Board of Directors  may be
         held without  notice at such time and place as  determined by the Board
         of Directors.

3.10     SPECIAL  MEETINGS.  Special  meetings of the Board of Directors  may be
         called by the President or by any Director on three days notice to each
         Director, given either personally or by mail or by telegram.  Except as
         otherwise  expressly  provided  by  statute,  or  by  the  Articles  of
         Incorporation,   or  by  these  Bylaws,  neither  the  business  to  be
         transacted at, nor the purpose of, any special  meeting of the Board of
         Directors need be specified in a notice or waiver of notice.

3.11     MAJORITY VOTE. At all meetings of the Board of Directors, a majority of
         the number of Directors then elected and qualified  shall  constitute a
         quorum for the  transaction  of business.  The act of a majority of the
         Directors  present at any meeting at which a quorum is present shall be
         the act of the Board of  Directors,  except as  otherwise  specifically
         provided  by statute or by the  Articles of  Incorporation  or by these
         Bylaws.

         If a quorum is not present at a meeting of the Board of Directors,  the
         Directors  present  thereat may adjourn the meeting  from time to time,
         without notice other than  announcement at the meeting,  until a quorum
         is present.

         Each  Director  who is  present  at a  meeting  will be  deemed to have
         assented to any action taken at such meeting  unless his dissent to the
         action is entered in the  minutes of the meeting or unless he files his
         written  dissent  thereto with the Secretary of the meeting or forwards
         such dissent by  registered  mail to the  Secretary of the  Corporation
         immediately after such meeting.

3.12     COMPENSATION.  By resolution  of the Board of Directors,  the Directors
         may be paid their  expenses,  if any, of  attendance at each meeting of
         the Board of Directors  and may be paid a fixed sum for  attendance  of
         each meeting of the Board of Directors, or a stated salary as Director.
         No  such  payment   shall   preclude  any  Director  from  serving  the
         Corporation in any other capacity and receiving compensation therefore.
         Members of any executive, special or standing committees established by
         the Board of  Directors,  may, by resolution of the Board of Directors,
         be allowed  like  compensation  and expenses  for  attending  committee
         meetings.

3.13     PROCEDURE.  The Board of Directors  shall keep  regular  minutes of its
         proceedings.  The  minutes  shall be placed in the  minute  book of the
         Corporation.

3.14     INTERESTED DIRECTORS, OFFICERS AND SHAREHOLDERS.

(a) If Paragraph (b) is satisfied, no contract or other transaction between the
         Corporation and any of its Directors,  Officers or Shareholders (or any
         corporation  or firm in which any of them are  directly  or  indirectly
         interested)  shall be invalid  solely because of such  relationship  or
         because of the presence of such Director, Officer or Shareholder at the
         meeting authorizing such contract or transaction,  or his participation
         in such meeting or authorization.

(b)      Paragraph (a) shall apply only if:

(1)      The  material  facts  of the  relationship  or  interest  of each  such
         Director, Officer or Shareholder are known or disclosed:

(A)      To the Board of Directors and it nevertheless authorizes or
         ratifies the  contract or  transaction  by a majority of the  Directors
         present,  each such  interested  Director to be counted in  determining
         whether  a  quorum  is  present  but not in  calculating  the  majority
         necessary to carry the vote; or

(B)      To the  Shareholders  and they  nevertheless  authorize  or ratify  the
         contract or transaction by a majority of the shares present,  each such
         interested person to be counted for a quorum and voting purposes; or

(2)      The contract or transaction  is fair to the  Corporation as of the time
         it is authorized or ratified by the Board of Directors,  a committee of
         the Board or the Shareholders.

(c)      This  provision  shall not be  construed  to  invalidate  a contract or
         transaction which would be valid in the absence of this provision.

3.15     CERTAIN OFFICERS. The President shall be elected from among the members
         of the Board of Directors.

3.16     ACTION WITHOUT MEETING. Any action required or permitted to be taken at
         a meeting of the Board of Directors may be taken without a meeting if a
         consent in writing, setting forth the action so taken, is signed by all
         members of the Board of  Directors.  Such  consent  shall have the same
         force and  effect as  unanimous  vote of the  Board of  Directors  at a
         meeting. The signed consent, or a signed copy thereof,  shall be placed
         in the minute book of the  Corporation.  Such consents may be signed in
         multiple  counterparts,  each of which shall constitute an original for
         all purposes,  and all of which together shall constitute the unanimous
         written consent of the Directors.

                        ARTICLE FOUR: EXECUTIVE COMMITTEE

4.01     DESIGNATION.  The Board of Directors  may, by  resolution  adopted by a
         majority of the whole  Board,  designate an  Executive  Committee  from
         among its members.

4.02     NUMBER;  QUALIFICATION;  TERM. The Executive Committee shall consist of
         one or more  Directors.  The  Executive  Committee  shall  serve at the
         pleasure of the Board of Directors.

4.03     AUTHORITY.  The  Executive  Committee  shall have and may  exercise the
         authority of the Board of Directors in the  management  of the business
         and affairs of the Corporation except where action of the full Board of
         Directors is required by statute or by the  Articles of  Incorporation,
         and shall have power to  authorize  the seal of the  Corporation  to be
         affixed to all papers which may require it;  except that the  Executive
         Committee   shall  not  have   authority  to:  amend  the  Articles  of
         Incorporation; approve a plan of merger or consolidation;  recommend to
         the Shareholders  the sale,  lease, or exchange of all or substantially
         all of the  property  and assets of the  Corporation  other than in the
         usual and regular course of its business; recommend to the Shareholders
         the voluntary  dissolution of the Corporation;  amend, alter, or repeal
         the Bylaws of the Corporation or adopt new Bylaws for the  Corporation;
         fill any  vacancy  in the Board of  Directors  or any  other  corporate
         committee;  fix  the  compensation  of  any  member  of  any  corporate
         committee;  alter or repeal any  resolution  of the Board of Directors;
         declare  a  dividend;  or  authorize  the  issuance  of  shares  of the
         Corporation.  Each  Director  shall be deemed to have  assented  to any
         action of the  Executive  Committee  unless,  within  seven  days after
         receiving actual or constructive notice of such action, he delivers his
         written dissent thereto to the Secretary of the Corporation.

4.04     CHANGE IN NUMBER.  The number of  Executive  Committee  members  may be
         increased  or  decreased  (but  not  below  one)  from  time to time by
         resolution adopted by a majority of the Board of Directors.

4.05     REMOVAL.  The Board of Directors may remove any member of the Executive
         Committee  by the  affirmative  vote  of a  majority  of the  Board  of
         Directors  whenever its judgment the best interests of the  Corporation
         will be served thereby.

4.06     VACANCIES.  A vacancy  occurring in the Executive  Committee (by death,
         resignation,  removal  or  otherwise)  shall be  filled by the Board of
         Directors in the manner  provided for original  designation  in Section
         4.01 above.

4.07     MEETINGS.  Time,  place and  notice,  if any,  of  Executive  Committee
         meetings shall be as determined by the Executive Committee.

4.08     QUORUM:  MAJORITY  VOTE.  At meetings  of the  Executive  Committee,  a
         majority of the members shall  constitute a quorum for the  transaction
         of  business.  The act of a  majority  of the  members  present  at any
         meeting at which a quorum is present  shall be the act of the Executive
         Committee,  except as otherwise  specifically provided by statute or by
         the Articles of  Incorporation,  or by these Bylaws. If a quorum is not
         present at a meeting of the Executive  Committee,  the members  present
         thereat may adjourn the meeting from time to time, without notice other
         than announcement at the meeting, until a quorum is present.

4.09     COMPENSATION.  By resolution of the Board of Directors,  the members of
         the  Executive  Committee  may be  paid  their  expenses,  if  any,  of
         attendance at each meeting of the Executive Committee and may be paid a
         fixed sum for attendance at each meeting of the Executive  Committee or
         a stated salary as a member thereof. No such payment shall preclude any
         member from serving the Corporation in any other capacity and receiving
         compensation therefore.

4.10     PROCEDURE.  The Executive  Committee  shall keep regular minutes of its
         proceedings  and  report  the  same  to the  Board  of  Directors  when
         required.  The minutes of the  proceedings  of the Executive  Committee
         shall be placed in the minute book of the Corporation.

4.11     ACTION WITHOUT MEETING. Any action required or permitted to be taken at
         a meeting of the Executive  Committee may be taken without a meeting if
         a consent in writing,  setting forth the action so taken,  is signed by
         all the members of the Executive Committee. Such consent shall have the
         same force and  effect as a  unanimous  vote at a  meeting.  The signed
         consent, or a signed copy thereof,  shall be placed in the minute book.
         Such  consents  may be signed in multiple  counterparts,  each of which
         shall  constitute  an  original  for all  purposes,  and  all of  which
         together  shall  constitute  the  unanimous   written  consent  of  the
         Directors.

4.12     RESPONSIBILITY.  The  designation  of an  Executive  Committee  and the
         delegation of authority to it shall not operate to relieve the Board of
         Directors, or any member thereof, of any responsibility imposed by law.

                              ARTICLE FIVE: NOTICE

5.01     METHOD.  Whenever by statute or the Articles of  Incorporation or these
         Bylaws  notice is required to be given to any  Director or  Shareholder
         and no provision is made as to how such notice shall be given, it shall
         not be construed to mean  personal  notice,  but any such notice may be
         given:

(a)      in writing,  by mail,  postage  prepaid,  addressed to such Director or
         Shareholder at such address as appears on the books of the Corporation;
         or

(b)      by any other method  permitted by law. Any notice required or permitted
         to be  given  by mail  shall  be  deemed  to be given at the time it is
         deposited in the United States mail.

5.02     WAIVER.  Whenever, by statute or the Articles of Incorporation or these
         Bylaws,  notice is required to be given to a Shareholder or Director, a
         waiver thereof in writing  signed by the person or persons  entitled to
         such  notice,  whether  before or after the time stated in such notice,
         shall be  equivalent  to the  giving of such  notice.  Attendance  of a
         Director  at a  meeting  shall  constitute  a waiver  of notice of such
         meeting  except  where a Director  attends for the  express  purpose of
         objecting  to the  transaction  of any business on the grounds that the
         meeting is not lawfully called or convened.

5.03     TELEPHONE  MEETINGS.   Shareholders,   Directors,  or  members  of  any
         committee,  may hold any meeting of such  Shareholders,  Directors,  or
         committee by means of  conference  telephone or similar  communications
         equipment which permits all persons anticipating in the meeting to hear
         each other. Actions taken at such meeting shall have the same force and
         effect as a vote at a meeting in person.  The Secretary shall prepare a
         memorandum of the actions taken at conference telephone meetings.

                        ARTICLE SIX: OFFICERS AND AGENTS

6.01     NUMBER: QUALIFICATION; ELECTION; TERM.

(a)      The Corporation shall have:

(1)      A Chairman  of the Board  (should the Board of  Directors  so choose to
         select),  a President,  a Vice-President,  a Secretary and a Treasurer,
         and

(2)      Such  other  Officers  (including  one  or  more  Vice-Presidents,  and
         assistant  Officers  and agents) as the Board of  Directors  authorizes
         from time to time.

(b)      No Officer or agent need be a Shareholder,  a Director or a resident of
         Nevada except as provided in Sections 3.15 and 4.02 of these Bylaws.

(c)      Officers  named in  Section  6.01(a)(1)  above  shall be elected by the
         Board of
         Directors on the  expiration of an Officer's term or whenever a vacancy
         exists.  The Board of Directors may elect  officers and agents in named
         in Section 6.01(a)(2) at any meeting.

(d) Unless otherwise specified by the Board at the time of election or appointment, or in an employment contract approved by the Board, each Officer's and agent's term shall end at the first meeting of Directors after the next annual meeting of Shareholders. He shall serve until the end of his term or, if earlier, his death, resignation or removal.

(e) The same person may hold any two or more offices.

6.02     REMOVAL AND  RESIGNATION.  Any Officer or agent elected or appointed by
         the  Board of  Directors  may be  removed  with or  without  cause by a
         majority  of the  Directors  at any  regular or special  meeting of the
         Board of  Directors.  Any  Officer  may  resign  at any time by  giving
         written  notice  to the  Board  of  Directors  or to the  President  of
         Secretary.

         Any such  resignation  shall take effect upon receipt of such notice if
         no date is specified in the notice, or, if a later date is specified in
         the notice, upon such later date; and unless otherwise specified in the
         notice,  the acceptance of such  resignation  shall not be necessary to
         make it effective. The removal of any Officer or agent shall be without
         prejudice  to the  contract  rights,  if any, of the person so removed.
         Election  or  appointment  of an Officer  or agent  shall not of itself
         create contract rights.

6.03     VACANCIES.  Any vacancy  occurring in any office of the Corporation (by
         death, resignation, removal or otherwise) may be filled by the Board of
         Directors.

6.04     AUTHORITY.  Officers shall have full authority to perform all duties in
         the management of the Corporation as are provided in these Bylaws or as
         may be determined by resolution of the Board of Directors  from time to
         time not inconsistent with these Bylaws.

6.05     COMPENSATION.  The  compensation  of Officers and agents shall be fixed
         from time to time by the Board of Directors.

6.06     CHAIRMAN OF THE BOARD. The Chairman of the Board, if any, shall preside
         at all  meetings  of the  Board of  Directors  and shall  exercise  and
         perform  such other  powers and duties as may be assigned to him by the
         Board of Directors or prescribed by the Bylaws.

6.07     EXECUTIVE POWERS.  The Chairman of the Board, if any, and the President
         of  the  Corporation,  respectively,  shall,  in  the  order  of  their
         seniority,  unless otherwise  determined by the Board of Directors,  or
         otherwise,  are  positions  held by the same  person,  have general and
         active  management of the business and affairs of the  Corporation  and
         shall see that all orders and resolutions of the Board are carried into
         effect.

         They shall perform such other duties and have such other  authority and
         powers  as the  Board of  Directors  may from  time to time  prescribe.
         Within this authority and in the course of their respective  duties the
         Chairman of the Board,  if any, and the  President of the  Corporation,
         respectively, shall have the general authority to:

                  (a)  Conduct   Meetings.   Preside  at  all  meetings  of  the
         Shareholders  and at all meetings of the Board of Directors,  and shall
         be ex officio  members of all the standing  committees,  including  the
         Executive Committee, if any.

                  (b) Sign Share Certificates. Sign all certificates of stock of
         the  Corporation,  in  conjunction  with  the  Secretary  or  Assistant
         Secretary, unless otherwise ordered by the Board of Directors.

                  (c)  Execute  Instruments.  When  authorized  by the  Board of
         Directors or required by law, execute,  in the name of the Corporation,
         deeds, conveyances, notices, leases, checks, drafts, bills of exchange,
         warrants,  promissory notes, bonds,  debentures,  contracts,  and other
         papers and  instruments  in writing,  and unless the Board of Directors
         orders  otherwise by  resolution,  make such  contracts as the ordinary
         conduct of the Corporation's business requires.

                  (d) Hire and Discharge  Employees.  Subject to the approval of
         the Board of Directors,  appoint and remove, employ and discharge,  and
         prescribe the duties and fix the compensation of all agents,  employees
         and clerks of the Corporation  other than the duly appointed  Officers,
         and, subject to the direction of the Board of Directors, control all of
         the Officers, agents and employees of the Corporation.

6.08     VICE-PRESIDENTS.  The  Vice-Presidents,  if any,  in the order of their
         seniority,  unless  otherwise  determined  by the  Board of  Directors,
         shall,  in the  absence or  disability  of the  President,  perform the
         duties and have the authority and exercise the powers of the President.
         They shall perform such other duties and have such other  authority and
         powers as the Board of Directors may from time to time  prescribe or as
         the senior Officers of the Corporation may from time to time delegate.

6.09     SECRETARY.  The  Secretary  shall  attend all  meetings of the Board of
         Directors and all meetings of the Shareholders and record all votes and
         minutes of all  proceedings in a book to be kept for that purpose,  and
         shall perform like duties for the Executive Committee when required. He
         or she shall:

                  (a) give, or cause to be given,  notice of all meetings of the

Shareholders and special meetings of the Board of Directors;

(b) keep in safe custody the Seal of the Corporation and, when authorized by the Board of Directors or the Executive Committee, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an Assistant Secretary. He shall be under the supervision of the senior Officers of the Corporation;

(c) perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the senior Officers of the Corporation may from time to time delegate.

6.10     ASSISTANT SECRETARIES.  The Assistant Secretaries, if any, in the order
         of  their  seniority,  unless  otherwise  determined  by the  Board  of
         Directors,  shall,  in the  absence  or  disability  of the  Secretary,
         perform the duties and have the  authority  and  exercise the powers of
         the Secretary. They shall perform such other duties and have such other
         powers as the Board of Directors may from time to time  prescribe or as
         the senior Officers of the Corporation may from time to time delegate.

6.11     TREASURER.  The Treasurer shall:
         ----------
                  (a) have the custody of the corporate funds and securities and
         shall keep full and accurate accounts of all income, expense,  receipts
         and  disbursement  of the  Corporation and shall deposit all moneys and
         other valuable effects in the name and to the credit of the Corporation
         in such depositories as may be designated by the Board of Directors.

                  (b) disburse the funds of the Corporation as may be ordered by
         the Board of Directors,  taking proper vouchers for such disbursements,
         and

                  (c)  render to the  senior  Officers  of the  Corporation  and
         Directors,  at the  regular  meeting of the  Board,  or  whenever  they
         request it,  accounts of all his  transactions  as Treasurer and of the
         financial condition of the Corporation.

         If required by the Board of Directors, he shall:

                  (a) give the Corporation a bond in such form, in such sum, and
         with such  surety or  sureties as  satisfactory  to the Board,  for the
         faithful   performance  of  the  duties  of  his  office  and  for  the
         restoration  to the  Corporation,  in case of his  death,  resignation,
         retirement or removal from office, of all books, paper, vouchers, money
         and other  property of  whatever  kind in his  possession  or under his
         control belonging to the Corporation.

                  (b) perform  such other  duties and have such other  authority
         and powers as the Board of Directors may from time to time prescribe or
         as the  senior  Officers  of the  Corporation  may  from  time  to time
         delegate.

6.12     ASSISTANT TREASURERS. The Assistant Treasurers, if any, in the order of
         their seniority, unless otherwise determined by the Board of Directors,
         shall,  in the  absence or  disability  of the  Treasurer,  perform the
         duties and exercise  the powers of the  Treasurer.  They shall  perform
         such other  duties and have such other powers as the Board of Directors
         may  from  time to time  prescribe  or as the  senior  Officers  of the
         Corporation may from time to time delegate.

               ARTICLE SEVEN: CERTIFICATE AND TRANSFER REGULATIONS

7.01     CERTIFICATES.  Certificates  in such form as may be  determined  by the
         Board of Directors shall be delivered, representing all shares to which
         Shareholders are entitled. Certificates shall be consecutively numbered
         and  shall  be  entered  in the  books of the  Corporation  as they are
         issued.  Each  certificate  shall  state on the face  thereof  that the
         Corporation  is  organized  under the laws of the State of Nevada,  the
         holder's  name,  the number and class of shares,  the par value of such
         shares or a statement that such shares are without par value,  and such
         other matters as may be required by law.

         They shall be signed by the  President or a  vice-president  and either
         the Secretary or Assistant  Secretary or such other Officer or Officers
         as the Board of Directors  designates,  and may be sealed with the Seal
         of the  Corporation  or a  facsimile  thereof.  If any  certificate  is
         countersigned  by a transfer agent, or an assistant  transfer agent, or
         registered  by  a  registrar   (either  of  which  is  other  than  the
         Corporation  or an employee of the  Corporation),  the signature of any
         such Officer may be a facsimile thereof.

7.02     ISSUANCE OF  CERTIFICATES.  Shares,  both treasury and authorized,  not
         unissued,  may be  issued  for such  consideration  (not  less than par
         value) and to such  persons as the Board of Directors  determines  from
         time to time.  Shares  may not be issued  until the full  amount of the
         consideration,  fixed as provided by law,  has been paid.  In addition,
         Shares  shall  not be  issued  or  transferred  until  such  additional
         conditions and documentation as the Corporation (or its transfer agent,
         as the  case  may  be)  shall  reasonably  require,  including  without
         limitation,  the delivery with the surrender of such stock  certificate
         or certificates  of proper evidence of succession,  assignment or other
         authority to obtain transfer thereof, as the circumstances may require,
         and such legal  opinions with  reference to the  requested  transfer as
         shall be required by the  Corporation  (or its transfer agent) pursuant
         to the provisions of these Bylaws and  applicable  law, shall have been
         satisfied.

7.03     LEGENDS ON CERTIFICATES.

                  (a)  Shares  in  Classes  or  Series.  In the  Corporation  is
         authorized  to issue  shares of more than one  class,  the  certificate
         shall set forth, either on the face or back of the certificate,  a full
         or  summary  statement  of  all  of  the   designations,   preferences,
         limitations and relative rights of the shares of such class and, if the
         Corporation  is  authorized  to issue any preferred or special class in
         series,  the variations in the relative  rights and  preferences of the
         shares  of  each  such  series  so far  as  the  have  been  fixed  and
         determined,  and the  authority  of the Board of  Directors  to fix and
         determine the relative rights and preferences of subsequent  series. In
         lieu of  providing  such a  statement  in full  on the  certificate,  a
         statement on the face or back of the  certificate  may provide that the
         Corporation  will furnish such  information to any shareholder  without
         charge upon written  request to the  Corporation at its principal place
         of business or registered office and that copies of the information are
         on file in the office of the Secretary of State.

                  (b) Restriction on Transfer.  Any restrictions  imposed by the
         Corporation  on the sale or other  disposition of its shares and on the
         transfer  thereof  may be copied at  length or in  summary  form on the
         face,  or so copied on the back and  referred  to on the face,  of each
         certificate  representing shares to which the restriction  applies. The
         certificate  may,  however,  state  on the  face  or back  that  such a
         restriction  exists  pursuant  to a  specified  document  and  that the
         Corporation  will  furnish a copy of the  document to the holder of the
         certificate  without charge upon written  request to the Corporation at

its principal place of business, or refer to such restriction in any
other manner permitted by law.

(c) Preemptive Rights. Any preemptive rights of a Shareholder to acquire unissued or treasury shares of the Corporation which are or may at any time be limited or denied by the Articles of Incorporation may be set forth at length on the face or back of the certificate representing shares subject thereto. In lieu of providing such a statement in full on the certificate, a statement on the face or back of the certificate may provide that the Corporation will furnish such information to any Shareholder without charge upon written request to the Corporation at its principal place of business and that a copy of such information is on file in the office of the Secretary of State, or refer to such denial of preemptive rights in any other manner permitted by law.

                  (d) Unregistered Securities.  Any security of the Corporation,
         including,  among  others,  any  certificate  evidencing  shares of the
         Common Stock or warrants to purchase  Common Stock of the  Corporation,
         which is issued to any person without registration under the Securities
         Act of 1933, as amended, or the securities laws of any state, shall not
         be  transferable  until the Corporation has been furnished with a legal
         opinion of counsel with  reference  thereto,  satisfactory  in form and
         content  to  the  Corporation  and  its  counsel,  if  required  by the
         Corporation,  to the effect that such sale, transfer or pledge does not
         involve a violation of the Securities  Act of 1933, as amended,  or the
         securities  laws of any  state  having  jurisdiction.  The  certificate
         representing  the  security  shall  bear  substantially  the  following
         legend:

                  "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  OR
                  UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED,
                  SOLD OR TRANSFERRED  UNLESS SUCH OFFER,  SALE OR TRANSFER WILL
                  NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED,
                  OR ANY APPLICABLE  BLUE SKY LAWS. ANY OFFER,  SALE OR TRANSFER
                  OF THESE  SECURITIES MAY NOT BE MADE WITHOUT THE PRIOR WRITTEN
                  APPROVAL OF THE CORPORATION."

7.04     PAYMENT OF SHARES.

                  (a) Kind. The  consideration  for the issuance of shares shall

consist of money paid, labor done (including services actually performed for the Corporation) or property (tangible or intangible) actually received. Neither promissory notes nor the promise of future services shall constitute payment for shares.

(b) Valuation. In the absence of fraud in the transaction, the judgment of the Board of Directors as to the value of consideration received shall be conclusive.

(c) Effect. When consideration, fixed as provided by law, has been paid, the shares shall be deemed to have been issued and shall be considered fully paid and nonassessable.

(d) Allocation of Consideration. The consideration received for shares shall be allocated by the Board of Directors, in accordance with law, between Stated Capital and Capital Surplus accounts.

7.05     SUBSCRIPTIONS. Unless otherwise provided in the subscription agreement,
         subscriptions  for shares shall be paid in full at such time or in such
         installments and at such times as determined by the Board of Directors.
         Any call made by the Board of  Directors  for payment on  subscriptions
         shall  be  uniform  as to all  shares  of the same  series.  In case of
         default in the payment on any  installment or call when payment is due,
         the  Corporation  may  proceed  to  collect  the amount due in the same
         manner as any debt due to the Corporation.

7.06     LIEN. For any  indebtedness  of a Shareholder to the  Corporation,  the
         Corporation  shall  have a first  and prior  lien on all  shares of its
         stock owned by him and on all dividends or other distributions declared
         thereon.

7.07     LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation shall issue new
         certificate in place of any certificate for shares previously issued if
         the registered owner of the certificate:

                  (a) Claim.  Submits  proof in affidavit  form that it has been

lost, destroyed or wrongfully taken; and

(b) Timely Request. Requests the issuance of a new certificate before the Corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; and

(c) Bond. Gives a bond in such form, and with such surety or sureties, with fixed or open penalty, if the Corporation so requires, to indemnify the Corporation (and its transfer agent and registrar, if any) against any claim that may be made on account of the alleged loss, destruction, or theft of the certificate; and

(d) Other Requirements. Satisfies any other reasonable requirements imposed by the Corporation.

When a certificate has been lost, apparently destroyed or wrongfully taken, and the holder of record fails to notify the Corporation within a reasonable time after he has notice of it, and the Corporation registers a transfer of the shares represented by the certificate before receiving such notification, the holder of record shall be precluded from making any claim against the Corporation for the transfer or for a new certificate.

7.08     REGISTRATION OF TRANSFER.  The Corporation  shall register the transfer
         of a certificate for shares presented to it for transfer if:

                  (a) Endorsement.  The certificate is properly  endorsed by the

registered owner or by his duly authorized attorney; and

(b) Guaranty and Effectiveness of Signature. If required by the Corporation, the signature of such person has been guaranteed by a national banking association or member of the New York Stock Exchange, and reasonable assurance is given that such endorsements are effective; and

(c) Adverse Claims. The Corporation has no notice of an adverse claim or has discharged any duty to inquire into such a claim; and

(d) Collection of Taxes. Any applicable law relating to the collection of taxes has been complied with.

7.09     REGISTERED OWNER. Prior due to presentment for registration of transfer
         of a certificate  for shares,  the Corporation may treat the registered
         owner or holder of a written  proxy from such  registered  owner as the
         person  exclusively  entitled to vote, to receive notices and otherwise
         exercise all rights and powers of a Shareholder.

7.10     PREEMPTIVE  RIGHTS.  No  Shareholder  or other  person  shall  have any
         preemptive  rights  of any  kind to  acquire  additional,  unissued  or
         treasury  shares of the  Corporation,  or securities of the Corporation
         convertible into, or carrying rights to subscribe to or acquire, shares
         of any class or series of the Corporation's  capital stock, unless, and
         to the extent that, such rights may be expressly granted by appropriate
         action.

                        ARTICLE EIGHT: GENERAL PROVISIONS

8.01     DIVIDENDS AND RESERVES.

                  (a)  Declaration  and  Payment.  Subject  to  statue  and  the

Articles of Incorporation, dividends may be declared by the Board of Directors at any regular or special meeting and may be paid in cash, in property or in shares of the Corporation. The declaration and payment shall be at the discretion of the Board of Directors.

(b) Record Date. The Board of Directors may fix in advance a record date for the purpose of determining Shareholders entitled to receive payment of any dividend, such record date to be not more than sixty days prior to the payment date of such dividend, or the Board of Directors may close the stock transfer books for such purpose for a period of not more than sixty days prior to the payment date of such dividend. In the absence of any action by the Board of Directors, the date upon which the Board of Directors adopts the resolution declaring such dividend shall be the record date.

(c) Reserves. By resolution, the Board of Directors may create such reserve or reserves out of the Earned Surplus of the Corporation as the Directors from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends, or to repair or maintain any property of the Corporation, or for any other purpose they think beneficial to the Corporation. The Directors may modify or abolish any such reserve in the manner in which it was created.

8.02 BOOKS AND RECORDS. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Shareholders and Board of Directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its Shareholders, giving the names and addresses of all Shareholders and the number and class of the shares held by each.

8.03     ANNUAL  REPORTS.  The Board of Directors shall cause such reports to be
         mailed to  Shareholders as the Board of Directors deems to be necessary
         or desirable from time to time.

8.04 CHECKS AND NOTES. All checks or demands for money and notes of the Corporation shall be signed by such Officer or Officers or such other person or persons as the Board of Directors designates from time to time.

8.05 FISCAL YEAR. The fiscal year of the Corporation shall be the calendar year.

8.06 SEAL. The Corporation Seal (of which there may be one or more examples) may contain the name of the Corporation and the name of the state of incorporation. The Seal may be used by impressing it or reproducing a facsimile of it, or otherwise. Absence of the Corporation Seal shall not affect the validity or enforceability of any document or instrument.

8.07 INDEMNIFICATION.

(a) The Corporation shall have the right to indemnify, to purchase indemnity insurance for, and to pay and advance expenses to, Directors, Officers, and other persons who are eligible for, or entitled to, such indemnification, payments or advances, in accordance with and subject to the provisions of Nevada Revised Statues 78.751, to the extent such indemnification, payments or advances are either expressly required by such provisions or are expressly authorized by the Board of Directors within the scope of such provisions. The right of the Corporation to indemnify such persons shall include, but not be limited to, the authority of the Corporation to enter into written agreements for indemnification with such persons.

(b) Subject to the provisions of Nevada Revised Statues 78-751, a Director of the Corporation shall not be liable to the Corporation or its Shareholders for monetary damages for an act or omission in the Director's capacity as a Director, except that this provision does not eliminate or limit the liability of a Director to the extent the Director is found liable for:

(1) a breach of the Director's duty of loyalty to the Corporation or its shareholders;

(2) an act or omission not in good faith that constitutes a breach of duty of the Director to the Corporation or an act or omission hat involves intentional misconduct or a knowing violation of the law;

(3) a transaction from which the Director received an improper benefit, whether or not the benefit resulted from an action taken within the cope of the Director's office; or

(4) an act or omission for which the liability of a Director is expressly provided by an applicable statute.

8.08 AMENDMENT OF BYLAWS. These Bylaws may be altered, amended or repealed at any meeting of the Board of Directors at which a quorum is present, by the affirmative vote of a majority of the Directors present thereat, provided notice of the proposed alteration, amendment, or repeal is contained in the notice of such meeting.

8.09 CONSTRUCTION. Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural, and conversely. If any portion of these Bylaws is ever finally determined to be invalid or inoperative, then, so far as is reasonable and possible:

(a) The remainder of these Bylaws shall be valid and operative; and

(b) Effect shall be given to the intent manifested by the portion held invalid or inoperative.

8.10     TABLE OF CONTENTS; HEADINGS. The table of contents and headings are for
         organization,  convenience and clarity. These Bylaws are subject to and
         governed by the Articles of Incorporation.

Signed for Identification,

DIAMOND RANCH FOODS, LTD.
A NEVADA CORPORATION

BY:      /S/ JOSEPH MAGGIO
         CHAIRMAN OF THE BOARD OF DIRECTORS

DIAMOND RANCH FOODS, LTD. (Formerly MBC Food Corporation)

FINANCIAL STATEMENTS

MARCH 31, 2004 and 2003DECEMBER 31, 2004 and 2003

DIAMOND RANCH FOODS, LTD.
(Formerly MBC Food Corporation)

MARCH 31, 2004 and 2003DECEMBER
31, 2004 and 2003