UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB


            ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


         For the fiscal year ended                       March 31, 2005
                                                         ------------------

         Commission file number                          000-51206
                                                         ------------------



                            DIAMOND RANCH FOODS, LTD.
              (Exact 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)


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)


<PAGE>

Securities registered under Section 12(g) of the Exchange Act:  None.

Securities registered under Section 12(b) of the Exchange Act:  None.

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.
                                                  Yes [ X ]            No [    ]

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]

         Indicate by check mark whether the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act).
                                                  Yes [    ]            No [ X ]


         Issuer's revenues for its most recent fiscal year:          $10,039,552

         State the aggregate  market value of the voting and  non-voting  common
equity held by  non-affiliates  computed by  reference to the price at which the
common  equity  was sold,  or the  average  bid and asked  price of such  common
equity, as of a specified date within the past 60 days:

         As of September 30, 2005, there were 56,696,150  shares of the Issuer's
common stock, par value $0.0001, issued.


         Documents Incorporated By Reference:           NONE

         Transitional Small Business Disclosure Format: Yes [   ] No [ X ]



















<PAGE>

                                TABLE OF CONTENTS


Item Number and Caption
Page


PART I

Item 1.     Description of Business............................................3

Item 2.     Description of Property............................................9

Item 3.     Legal Proceedings..................................................9

Item 4.     Submission of Matters to a Vote of Security Holders................9


PART II

Item 5.     Market for Common Equity and Related Stockholder Matters...........9

Item 6.     Management's Discussion and Analysis or Plan of Operations........12

Item 7.     Financial Statements..............................................17

Item 8.     Changes in and Disagreements With Accountants
            on Accounting and Financial Disclosure............................17

Item 8A.    Controls and Procedures...........................................17

Item 8B.    Other Information.................................................17


PART III

Item 9.     Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act.................18

Item 10.    Executive Compensation............................................20

Item 11.    Security Ownership of Certain Beneficial Owners and Management....21

Item 12.    Certain Relationships and Related Transactions....................22

Item 13.    Exhibits and Reports on Form 8-K..................................22

Item 14.    Principal Accountant Fees and Services............................23










<PAGE>

                                     PART I


ITEM 1.     DESCRIPTION OF BUSINESS.

Our  company  was  incorporated,  as  Jerry's  Inc.,  in the State of Florida on
November  30,  1942.  Prior to it ceasing its  operations  in 1998,  the company
catered  airline  flights and operated  coffee shops,  lounges and gift shops at
airports  and other  facilities  located in Florida,  Alabama and  Georgia.  The
company's  airline  catering  services  included  the  preparation  of  meals in
kitchens  located at, or adjacent to, airports and the distribution of meals and
beverages for service on commercial  airline flights.  The company also provided
certain ancillary services, including, among others, the preparation of beverage
service  carts,  the  unloading  and  cleaning  of  plates,  utensils  and other
accessories  arriving on incoming  aircraft,  and the inventory  management  and
storage of airline-owned dining service equipment.  After ceasing its operations
in 1998,  the  company  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(R)  Deli  line  in  the  New  York   Metropolitan   area,  as  well  as
private-label Sabrett(R) 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.  where the company  catered  airline  flights and  operated  coffee
shops,  lounges  and gift  shops at  airports  and other  facilities  located in
Florida,  Alabama and Georgia.  The company's airline catering services included
the  preparation of meals in kitchens  located at, or adjacent to,  airports and
the  distribution  of meals and  beverages  for  service on  commercial  airline
flights. The company also provided certain ancillary services,  including, among
others, the preparation of beverage service carts, the unloading and cleaning of
plates,  utensils and other accessories  arriving on incoming aircraft,  and the
inventory  management and storage of  airline-owned  dining  service  equipment.
Jerry's, Inc. ceased its operation in 1998 and remained dormant until March 2004
when 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. For financial reporting  purposes,  the transaction was
recorded as a reverse merger and shown on the Statement of  Stockholders  Equity
as a net issuance of 25,692,501 shares.

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.



                                       3
<PAGE>

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(R) 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
2004 Mitsubishi FH 210T



                                       4
<PAGE>

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.

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.



                                       5
<PAGE>

Our advantages over the small independent jobbers are as follows:

1)       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.


CUSTOMERS

There are no material contracts between the company and any of our customers. We
operate  an  order/invoice  method of  operations.  We have a broad and  sizable
customer  base  which  does  not  leave  us  dependent  on any one or even a few
customers for revenue. Our largest customer comprises  approximately 3.2% of our
business, and our second largest comprises approximately 3.1%.

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

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.



                                       6
<PAGE>

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 affect our revenues and our ability to continue operations.

5.) RISK RELATING to CONTROLLING  INTEREST of INSIDERS/RISK  of  NON-INDEPENDENT
BOARD of DIRECTORS

Our  Board of  Directors  is not  independent  and our  Directors  and  Officers
beneficially own  approximately  50.55% of our outstanding  Common Stock.  These
insiders  will  be able to  exercise  significant  influence  over  all  matters
requiring shareholder approval, including the election of directors and approval
of significant corporate transactions.  This concentration of ownership may also
cause  delay or  prevent  change  in  control  even if it is  beneficial  to our
shareholders.

6.) RISK OF FUTURE DILUTION

There are 56,696,150  shares of our common stock issued and outstanding.  All of
our common stock is freely tradable except for shares  beneficially owned by our
"affiliates." We cannot be sure what effect,  if any, future sales of our common
stock,  whether  or not  those  sales  come  from the  issuance,  for  sale,  of
additional  shares or from stock  owned by  affiliates  becoming  free  trading.
Shareholders  will  experience  dilution if the  acquisition  price per share is
higher than the net tangible book value per share.

7.) 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,


                                       7
<PAGE>

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 in any secondary market that may develop.

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

Prior to the acquisition of MBC Foods,  Inc., and in the following  fiscal year,
minimal funds were  expended on research and  development  activities.  Over the
next twelve months we anticipate  increasing this amount to 2% of gross sales to
mature the business and increase  revenues by  developing  our own "house" brand
private label burgers,  chicken products,  turkey burgers, bacon, and other meat
products which will encompass our core  principals of quality and freshness.  We
will  experiment  with various  types of packaging and will also test market and
introduce  other  products to our existing and future  customer  bases,  such as
Kobe-style  beef and other  higher  end, en vogue type  items.  No research  and
development  expenses  have been borne  directly  by  customers  in the last two
fiscal years,  nor will they be borne directly by customers over the next twelve
months.

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.

FURTHER INFORMATION

As of the effective date of this  Registration  Statement we will be required to
file certain  reports with the  Securities  and  Exchange  Commission  including
Annual  Reports  (Form  10-KSB),  annual  Reports  (Form  10-QSB) and Current
Reports  (Form  8-K).  A copy  of our  annual  report  will be  provided  to all
shareholders and will include an audited balance sheet as of the end of the last
fiscal year and audited income, cash flow and stockholders equity statements for
the last two fiscal years.



                                       8
<PAGE>

Our shareholders  and the public in general,  may read and copy any materials we
file at the SEC's Public Reference Room at 450 Fifth Street,  N.W.,  Washington,
DC 20549.  Information  on the  operation  of the Public  Reference  Room may be
obtained by calling the SEC at 1-800-SEC-0330.  Additionally,  the SEC maintains
an Internet site that contains  reports,  proxy and  information  statements and
other   information   regarding   issuers.   The   address   of  that   site  is
http://www.sec.gov.


ITEM 2.     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.


ITEM 3.     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 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None/Not applicable.


                                     PART II


ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Shares of the Company's  common stock are quoted and traded from time to time on
the so-called "Pink Sheets," with the trading symbol "DFDR."

The  following  table sets  forth the high and low bid prices for the  Company's
shares for each quarter  during the fiscal year ended March 31, 2005. The prices
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions.

                  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
Year ended 03/31/05                         $   0.40      $   0.16

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.



                                       9
<PAGE>

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 September 30, 2005, there were  approximately 540 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 don't  plan to pay  dividends  at this  time or  anytime  soon.  The board of
directors  will  decide on any future  payment of  dividends,  depending  on our
results of operations,  financial condition, capital requirements, and any other
relevant factors.  However,  we expect to use any future earnings for operations
and in the business.

RECENT SALES OF UNREGISTERED SECURITIES

On May 1,  2004,  we issued  31,607,650  restricted  shares  of common  stock to
acquire MBC Foods,  Inc.  The shares were issued to a total of 22  investors  of
which nine (9) were  Accredited  Investors  pursuant to Rule  501(a)(4) and Rule
501(a)(5) of Regulation D as  promulgated  under the Securities Act of 1933. The
remaining  13  investors  were  deemed  "Sophisticated  Investors"  due to their
significant  knowledge and experience  with investing.  For financial  reporting
purposes,  the  transaction  was  recorded as a reverse  merger and shown on the
Statement of  Stockholders  Equity as a net issuance of 25,692,501  shares.  The
securities  were issued in reliance upon the exemption  provided in Section 4(2)
of the Securities Act of 1933 which  provides that "Exempted  Transactions"  are
"transactions by an issuer not involving any public offering.  Furthermore, Rule
144 defines restricted  securities as securities acquired directly or indirectly
from the issuer,  or from an affiliate of the issuer,  in a transaction or chain
of transactions not involving any public offering.



                                       10
<PAGE>

On June 3, 2004 we completed a private sale of securities  under the  provisions
of Section 504 of  Regulation D. The sale was made to ten (10)  individuals  who
were Accredited Investors pursuant to Rule 501(a) of the Regulation which states
that "an accredited  investor" shall mean any person who comes within any of the
following  categories or who the issuer reasonably  believes comes within any of
the  following  categories,  at the time of the sale of the  securities  to that
person...

         (5)      Any natural person whose  individual  net worth,  or joint net
                  worth with that person's  spouse,  at the time of his purchase
                  exceeds $1,000,000;

         (6)      any natural  person who had an individual  income in excess of
                  $200,000 in each of the two most recent  years or joint income
                  with that  person's  spouse in excess of  $300,000  in each of
                  those years and has a reasonable  expectation  of reaching the
                  same income level in the current year.

At  the  time  of the  sale,  the  company  was  not  subject  to the  reporting
requirements  of  Sections  13 or  15(d)  of  the  Exchange  act  and  is not an
investment  company,  a blank check company or a development  stage  company.  A
total of 24 million  shares of our common stock were sold at a price of $0.00025
per share for a total of $6,000.00.

On June 24,  2004 we issued  600,000  shares  of  restricted  common  stock to a
consulting  firm for investor  relations  services under the terms of a contract
that began on July 1, 2004 and ended on June 30,  2005.  The stock was issued in
the name of the  consulting  firm with the  entity  being  deemed an  Accredited
Investor under Rule 501(a)(8).  The stock was issued in reliance on Section 4(2)
of the  Securities  Act of 1933 which  provides the  securities  are exempt from
registration  in cases of  "transactions  by an issuer not  involving any public
offering."  The stock was given a value of  $0.00025  per  share.  The  services
included:  a) the  development  and  implementation  of our  corporate  image to
present to the financial community; b) assisting and consulting the company with
respect to our stockholder relations, relations with brokers, dealers, analysts,
and other  investment  professionals;  c)  responding  to telephone  and written
inquiries; d) assisting in the dissemination of our press releases, reports, and
other communications with or to shareholders,  the investment community, and the
general public;  and e) assisting the company in preparing for press conferences
and other forums involving the media, investment professionals,  and the general
public.

On July 8, 2004 we issued  200,000  shares of restricted  common stock in return
for an  independent  research  report.  We  anticipate  that this report will be
completed by the third quarter of 2005.  The stock was issued in the name of the
research  firm with the entity being deemed an  Accredited  Investor  under Rule
501(a)(8).  The stock was issued in reliance on Section  4(2) of the  Securities
Act of 1933 which provides the securities are exempt from  registration in cases
of "transactions by an issuer not involving any public  offering." The stock was
given a value of $0.00025 per share.

On September 30, 2004 we issued  200,000  shares of  restricted  common stock in
exchange for the customer lists from Jack Steiger Sales. The stock was issued to
one (1) investor deemed to be a "Sophisticated  Investor" due to his significant
knowledge  and  experience  with  investing  in reliance on Section  4(2) of the
Securities   Act  of  1933  which   provides  the  securities  are  exempt  from
registration  in cases of  "transactions  by an issuer not  involving any public
offering." The stock was given a value of $0.39 per share.

As of March 31, 2005, shareholders have advanced the Company $199,700 payable on
demand and do not carry an interest rate. This  transaction has been recorded in
the accompanying financial statements as Current Shareholder loans.

As of March 31, 2005 we have an outstanding note payable to a shareholder in the
amount of  $711,000.  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 March 31, 2005 interest on this loan is $11,114.  This  transaction
has  been  recorded  in the  accompanying  financial  statements  as  Long  Term
Shareholder Loans.

On April  14,  2005,  we issued  75,000  shares of  restricted  common  stock in
exchange  for  the  settlement  of  an  account  payable   associated  with  the
introduction made to our invoice factoring company.  The stock was issued to one
(1) investor  deemed to be a  "Sophisticated  Investor"  due to his  significant
knowledge  and  experience  with  investing  in reliance on Section  4(2) of the
Securities   Act  of  1933  which   provides  the  securities  are  exempt  from
registration  in cases of  "transactions  by an issuer not  involving any public
offering." The stock was given a value of $0.17 per share.




                                       11
<PAGE>

ITEM 6.     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.

ANALYSIS OF OPERATIONS:  2004 AND 2005 RESULTS

The  following is a summary of the audited  financial  information  for the year
ended March 31, 2005:

Net Sales:                                                      $  10,039,552
Cost of Sales:                                                      9,302,733
Gross Profit:                                                         736,819
Gross Profit as % of Sales:                                              7.34 %
Operating expenses:
Payroll:                                                         $  1,039,448
Factoring Fee:                                                        268,748
General and Administrative:                                           650,850
Total operating expenses:                                           2,314,808
Loss from Operations:                                               (1,577,989)
Interest expense:                                                      (24,390)
Net loss:                                                        $  (1,518,874)
Loss per Common Share:                                           $        (.03)

SALES

Our revenues from operations for the year ended March 31, 2005 were $10,039,552,
and were generated from the sale of our meat products and services.

Our  business  activities  and  exposure  in the  competitive  marketplace  have
favorably evolved,  causing our revenues to increase at a rate of 21.45% between
the years ended March 31, 2005 and 2004.

By  comparing  the years ended March 31, 2005 and 2004,  we feel that 80% of our
revenue  growth is attributed to increased  purchasing by our existing  customer
base, which includes those customers obtained through the Steiger Meats customer
list  acquisition,  coupled with our  broadening  of available  product lines to
afford existing customers additional item availability. We work on a daily basis
to  bring  in  new  product,  either  by the  request  of  the  customer,  or by
management's initiative, to capture more of our existing customers' business. We
intend to grow at a steady and proportionate rate, and therefore,  would project
that the  coming  quarter's  growth  increase  would  be the  same  ratio of 80%
existing customer vs. 20% new customer.  To continue  operations in a controlled
and manageable  fashion,  we seek to add approximately 5 new customers per week,
or approximately 20 customers per month.

COST OF SALES AND GROSS PROFIT

Our cost of sales for the year ended March 31, 2005 was $9,302,733, generating a
gross profit of $736,819 (7.34%).

Our gross profit has decreased by 32.05%  between the years ended March 31, 2005
and 2004.  Management expects gross profits to increase as revenues increase and
the cost of sales  decrease.  The increase in sales costs can be  attributed  to
many  factors,  including,  but not limited to  increased  food costs due to the
addition  of fuel  surcharges  on the  delivery  of  goods,  as well as on those
deliveries made by Diamond Ranch Foods,  increased  product costs due to various
conditions outside the control of the Company, and increased labor wages coupled
with the addition of employees as compared to the prior year.  We also retired a
convertible debenture from 2002 in the one-time amount of $150,000.



                                       12
<PAGE>

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.  We acquired the client list of Steiger  Meats in September
2004 in exchange for 200,000  shares of  restricted  common  stock,  recorded at
$0.39 per share, adding approximately 40-50 new customers to our existing roster
and  representing  less than 10% of our gross annual sales. The intangible asset
created by this  acquisition  had been  written off in the third  quarter  ended
December  31,  2004  as is  reflected  in our  Statement  of  Operations.  These
customers  have  continued  their  patronage with our company and have increased
their order sizes to include additional items we offer. Increases in revenue can
also be  attributed  to  existing  clients,  who are  responsible  for  managing
multiple hotel and  restaurant  chains,  introducing  our products to additional
locations.  Our second largest client, who is responsible for approximately 3.1%
of our gross sales,  manages almost 20 separate  accounts that are current users
of our products. A portion of these locations became new customers in the second
quarter  ended  September  30,  2004,  allowing  for growth in our  revenues  of
approximately  34%,  compared to the prior year's  second  quarter  revenue.  As
locations are added,  and products  ordered by existing  clients  increase,  our
revenues  increase,  with no additional  operational  expense because additional
business is conducted within the same facilities and larger deliveries are being
made to existing stops.

We could  experience  lower gross  profits in the short term because many of our
customers are quoted locked-in prices which are fixed on a monthly basis,  while
we sometimes  experience a fluctuation in the price of our purchased  goods from
week-to-week.  By honoring the monthly locked-in bids made to our customers,  we
can suffer the loss from our raw material product cost increase.  Management has
examined  the current bid system and  intends to  eliminate  it within the third
quarter  ending  December 31, 2005 to prevent any further  loss  incurred by our
business from unexpected wholesale market price fluctuations.

Expanding  the  business  will not  impact the  benefit of being a smaller  meat
processor and distributor.  Increasing our customer base will not categorize our
operation as a larger meat  processor and  distributor.  We will be able to give
the same advantages and price  competitiveness to our clients with the influx of
new  customers.  We intend to  control  and  manage  growth as it occurs  and to
maintain  operations  as  they  currently  exist.  Should  growth  exponentially
increase,  will hire more  personnel,  or seek a larger  facility.  The  revenue
increase from new customers would allow for us to pay for this expansion.

GENERAL AND ADMINISTRATIVE

Our Payroll  expenses for the year ended March 31, 2005 was $1,039,448 which was
an increase of $162,747 over the amount of $876,701 for the year ended March 31,
2004.  This  increase  was  mostly  attributable  to the  increased  size of our
workforce  due to increased  production.  Over the next 12 months we  anticipate
adding new equipment,  and with such addition, we would operate more efficiently
causing Payroll  expenses to either stay the same or decrease by approximately 5
percent (5%).

Our Factoring  expenses for the year ended March 31, 2005 was $268,748 which was
a decrease of $66,502  from the amount of $335,250  for the year ended March 31,
2004.  This decrease is  attributable  to the  negotiation  of better  factoring
terms. The more favorable  factoring terms should continue however over the next
12 months we intend to collect accounts  receivable at a faster rate keeping the
factor's service fees at their lowest percentage level.

Our Building/Truck expenses for the year ended March 31, 2005 was $165,530 which
was an increase  of $7,131 over the amount of $158,780  for the year ended March
31, 2004.  This increase was mostly  attributable to the increase in real estate
taxes and higher energy costs.  We expect  expenses could increase  between 4-7%
over the next 12 months  due to higher  fixed  costs  resulting  from  increased
energy  costs,  real  estate  taxes,  and other items that are  attributable  to
energy-related increases.

Our Depreciation expense for the year ended March 31, 2005 was $75,640 which was
an  increase  of $7,131  over the amount of $68,509 for the year ended March 31,
2004. This increase is  attributable  to the  acquisition of additional  assets.
Over the next 12 months we expect to spend approximately  $120,000 on additional
production equipment for our processing plant.

Our Sales Commission for the year ended March 31, 2005 was $114,592 which was an
increase  of  $108,487  over the amount of $6,105  for the year ended  March 31,
2004.  This  increase is  attributable  to the sales volume  increases  from our
commissioned sales representatives.  We anticipate sales commissions to increase
between 3-5% as our sales continue to increase over the next 12 months.



                                       13
<PAGE>

PLAN OF OPERATION

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,  which total approximately  $800,000. For our company to continue as a
fully-reporting  entity, we estimate our annual accounting and filing fees to be
$35,000,  and our legal  fees to be  $15,000,  which will also be  satisfied  by
existing  operations.  Management is committed to supplement any cash shortfall,
or relinquish their salaries, or a portion thereof, if cash flow from operations
does not cover our cash requirements.

We intend to continue using an invoice  factoring  company in the short-term and
over the next 12  months  to fund our  accounts  receivable  under  the  current
factoring terms and conditions as described in the following section,  Sales and
Collection  Procedures.  The existing  factoring  credit lines are sufficient to
sustain our current  sales plus  moderate  future  growth.  We will  continue to
develop our business history with commercial banks and eventually  approach them
to factor our  receivables on more favorable  terms than the factoring  company.
However, an operating history of two (2) years, at minimum, would be required to
establish a more  favorable  line of credit with a commercial  bank, and at that
time we would explore such possibility.

We anticipate  incurring material research and development costs during the next
12 months  which we will pay for by selling  our  common  stock.  We  anticipate
spending approximately 2% of our current gross sales on research and development
to further  develop the Diamond Ranch Foods brand name, to include new packaging
and  marketing  materials.  We also plan to  establish  a new  product  line for
distribution  of  pre-cooked  poultry and meat items.  Such a product line would
give  current  and new  customers  access to a  fully-cooked  product  for those
businesses that do not have the facilities to prepare raw,  uncooked  materials.
Additionally, we do not anticipate the acquisition or sale of material property,
plant or equipment during the next 12 months. We acquired the assets and assumed
the  liabilities of MBC Foods,  Inc.  estimated at a fair value of $7,902 in May
2004.

In our continued efforts to achieve profitable  operations in both the short and
long-term,   we  continuously  assess  our  customer  base  and  will  implement
procedures,  to sell our products at higher  margins,  adjusted for  fluctuating
market conditions.  By the end of our third quarter ending December 31, 2005, we
will have  begun  quoting  multiple-location  customers  on a  cost-plus  basis,
enabling a profit to be built into our pricing model rather than have  locked-in
bid prices that cause our sales to be subject to losses  should the costs of our
raw  materials  increase  during  that time  period.  We are also  committed  to
establishing  stronger  brand-name  recognition of the Diamond Ranch Foods label
and being able to sell our quality,  branded products more readily,  eliminating
competitive  price-matching  of  industry-wide  branded  products,  resulting in
higher gross profit margins for our business.

SALES AND COLLECTION PROCEDURES

We retained the services of American  Crest  Capital (ACC) to act as our invoice
factoring company. They fully manage our sales ledger and provide us with credit
control and collection services of all our outstanding debts. Under the terms of
the agreement, we receive 90% of the receivables purchase price up front and 10%
would  be held in  reserves  until  the  receivables  are  collected.  When  the
receivables  are collected,  ACC returns the 10%, less ACC's service fee, to the
company.

Under the terms of the agreement, ACC will receive a discount for purchasing the
accounts receivable.

The discount for the first ten million dollars in annual volume is as follows:

         1.50% if payment of an Accounts Receivable is collected up to 30 days
         3.00% if payment of an Accounts  Receivable is collected between 31 and
           60 days
         4.50% if payment of an Accounts  Receivable is collected between 61 and
           90 days



                                       14
<PAGE>

The discount for annual volume between ten million dollars to fifteen million is
as follows:

         1.25% if payment of an Accounts  Receivable  is collected up to 30 days
         2.50% if payment of an Accounts  Receivable is collected between 31 and
           60 days
         3.75% if payment of an Accounts  Receivable is collected between 61 and
           90 days

 The discount for annual volume in excess of fifteen million is as follows:

         1.00% if payment of an Accounts  Receivable  is collected up to 30 days
         2.00% if payment of an Accounts  Receivable is collected between 31 and
           60 days
         3.00% if payment of an Accounts  Receivable is collected between 61 and
           90 days

If the accounts receivable are not collected by ACC in 90 days it is returned to
the company and a 5 percent fee is charged.

We elect to  factor  our  receivables  to  immediately  access  cash owed to our
company so it may be used to purchase the raw materials  for our products  whose
vendors require payment on receipt.  By having our cash unlocked from the unpaid
invoices,  we are afforded a smoother,  more consistent cash flow which enhances
purchasing power and provides for the accurate prediction of payment.

Typically,  we'd have to wait  30-45 days to receive  payment  on  invoices  for
products  that have already been  delivered,  not  accounting  for  late-payers.
Because we offer our  customers  payment  terms,  there is a minimal time period
that must elapse prior to our reimbursement by the factoring company.  We have a
sizeable  customer  base,  we  don't  rely  on  any  few  customers  to  sustain
operations,  and our clientele does have favorable  reputations in the industry,
but we still elect not to be  dependent on timely  payments for our  receivables
since these funds need to be recycled for our next-day fresh product  purchases.
Working with an invoice factoring company  eliminates the threat of non-payment,
cash shortfalls,  and enables an increased focus on revenue generation than bill
collection.

ACQUISITIONS

We will need to raise  additional  funds  should  management  decide to  acquire
existing like-minded businesses. Certain candidates have been identified however
no  definitive  agreements  exist.  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 may be acquired are  centrally  located  within the
historic  Gansevoort  market in lower Manhattan,  thus affording the company the
ability to take  advantage of 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
will be able to enter into  negotiations  for the  purchase of any and/or all of
the selected  businesses,  initially no changes in day-to-day  operations in any
acquired facilities would be necessary.

No  negotiations  have taken place,  and no contracts have been entered into, to
purchase  any  such  businesses   described  herein.  We  assume  that  if  such
purchase(s) were to be completed, additional 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.

We  expect to become  profitable  within  the next  twelve  months  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 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.



                                       15
<PAGE>

TRENDS

Management  has  perceived  a variety of recent  trends that have had a material
impact  on our  current  revenues  and our  projected  revenues  for the  coming
quarters.  Meat  consumption has dramatically  increased  overall due to dieting
habits;  most famously  known is The Atkins Diet,  as well as other diets,  that
emphasize  high-protein,  low-carbohydrate  intake.  These diets suggest  eating
meats,  including red,  instead of high  carbohydrate  foods,  and  specifically
recommend avoiding refined carbohydrates.  High protein consumption has become a
part of American  culture,  more than a societal  tendency,  in that in order to
meet increasing customer requests for low-carb type items, one of our customers,
TGI Friday's,  has become an Atkins Nutritional  Approach partner by featuring a
selection of  Atkins-approved  menu items.  We consider that the market research
conducted  by this  customer  was ample to  effectuate  such a menu  change  and
concurs with our perception that the demand for beef,  poultry,  and other meats
is a continuing and upwards trend. We  substantiate  the same claims through our
own customers'  purchasing trends which are evidenced by our increased revenues.
The marketplace also indicates that poultry  consumption is rising steadily.  In
order to maximize this trend, we are expanding our pre-cooked  poultry offerings
to  all  food  providers,   as  well  as  those  without   full-service  cooking
establishments.  Aside from the lack of a cooking facility,  many purveyors seek
pre-cooked poultry for safety reasons since these products offer a significantly
low safety risk at causing  bacterial  cross-contamination.  We offer pre-cooked
items  currently,  and feel that making the  investment to market these products
under own branded  name will  increase  our revenue  due to  heightened  product
awareness and our reputation for quality-conscious production methods.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

GOING CONCERN OPINION BY COMPANY AUDITOR

The Company's  consolidated  financial  statements have been prepared on a going
concern basis,  which contemplates the realization of assets and satisfaction of
liabilities  in the  normal  course  of  business.  The  consolidated  financial
statements  do  not  include  any  adjustment  relating  to  recoverability  and
classification  of  recorded  amounts  of assets and  liabilities  that might be
necessary should the Company be unable to continue as a going concern.

The Company has  incurred a net loss for the years ended March 31, 2005 and 2004
of  $1,518,874  and  $927,544,  respectively,  and  the  Company  used  cash  of
$1,415,438 and $1,272,124 in operating  activities for the years ended March 31,
2005 and 2004,  respectively.  As of March 31, 2005 and 2004,  the Company had a
working  capital  deficit of  $1,936,971  and  $1,231,686,  respectively.  These
conditions raise  substantial doubt as to the Company's ability to continue as a
going concern.

The Company's  continued  existence is dependent upon its ability to execute its
operating plan and to obtain additional debt or equity  financing.  There can be
no assurance the necessary debt or equity  financing will be available,  or will
be available on terms acceptable to the Company.

Management plans include  acquiring  additional meat processing and distribution
operations and obtaining additional financing to fund payment of obligations and
to provide  working  capital for operations  and to finance  future growth.  The
Company is actively pursuing alternative  financing and has had discussions with
various third parties,  although no firm commitments have been obtained.  In the
interim,  shareholders  of the Company have  committed to meeting its  operating
expenses.  Management believes these efforts will generate sufficient cash flows
from future  operations  to pay the  Company's  obligations  and  realize  other
assets. There is no assurance any of these transactions will occur.

Management  does not consider our auditor's  going concern  opinion  problematic
because we have evaluated  operating  practices  during the years ended 2004 and
2005, and have made modifications to our present-day operations accordingly.  We
feel our attempts to be more efficient have proven viable since our revenues for
the year ended March 31, 2005 have  exceeded  those for the year ended March 31,
2004. With a continuous increase in revenues and the continued implementation of
stringent  purchasing  controls,  we believe an  increase  in gross  profit will
occur,  leading to a reduced net loss, with net profit to ultimately  follow. We
anticipate  this trend to continue,  however,  if a downturn in revenues  should
occur,  or cost of goods  increased  due to factors  outside  our  control,  and
operating expenses were unable to be paid through cash flow from operations, our
executive  officers  have  committed  to  contribute  capital,  or waiver  their
salaries to offset these expenses.



                                       16
<PAGE>

We intend to expand our  business  primarily  through  acquisitions  which would
require  obtaining  debt or equity  financing as is  indicated in our  auditor's
going concern  opinion.  In preparation for such  expansion,  we have engaged in
several substantive  discussions with prospective equity investors.  Although no
terms have been  finalized or contracts  signed,  several  investors have showed
strong  interest  in funding our  business  upon the  effectiveness  of our Form
10-SB/A by the Securities and Exchange  Commission and the accepted  application
by NASD for our securities to be quoted on the Over-the-Counter  Bulletin Board.
We  anticipate  these  procedures  to be completed in the near future,  and upon
completion,  we anticipate finalizing favorable financing terms for our business
to continue as a going concern. We expect to raise capital either through a debt
or equity transaction,  despite our negative cash flows because the terms of the
capital  raise  would be subject and  pursuant to the merit of each  acquisition
candidate.  The acquisitions  contemplated are all profitable  companies and are
engaged in a similar business so economies of scale will also allow our company,
as the parent company, to benefit from the elimination of negative cash flow due
to the incorporation of the acquisition into our business.  Favorable  financing
terms would  consist of a  convertible  debenture  with an interest  rate in the
range of 6-8%. We would insist on a fixed  conversion  price converting the debt
into common stock at a par with the current market price or at a premium to it.


ITEM 7.     FINANCIAL STATEMENTS

Our financial statements for the fiscal years ended March 31, 2005 and 2004 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  beginning
immediately preceding the signature page to this report.


ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

None/Not Applicable.



ITEM 8A.     CONTROLS AND PROCEDURES

Management is responsible for establishing disclosure controls and procedures to
ensure adequate  internal  control over financial  reporting.  To that extent we
have  established  the  following  framework  in-order-to  evaluate the internal
control.

Each  department  head is  responsible  for meeting  with and  reporting  to the
management  executive in charge of that  department.  All financial  data in the
report presented must have supporting data, such as invoices, receipts for bills
paid and copies of payments  received.  The  management  executive  repeats this
process in meetings with the Chief Executive Officer and Chief Financial Officer
who, in turn, document the financial reporting data to the auditors.

Based on their  evaluation at the end of the period covered by this report,  the
Chief  Executive  Officer  and  Chief  Financial  Officer  of our  company  have
concluded that we have complied with the  disclosure  controls and procedures as
defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934.
After applying the procedures  outlined  herein we find no material  weakness in
our  internal  control  procedures.  As a  result  we have  concluded  that  our
disclosure   controls  and   procedures  are  effective  in  ensuring  that  the
information  disclosed  in the reports  filed by our company  are  complete  and
accurate.

There  were no  significant  changes  in our  internal  control  over  financial
reporting  during the  reporting  period that  materially  affected,  or that is
reasonably likely to materially affect, our internal control procedures.


ITEM 8B.     OTHER INFORMATION

None/Not Applicable.




                                       17
<PAGE>

                                    PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

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


          NAME                                  POSITION                AGE

Joseph Maggio            Chairman/CEO/Director                          47

Louis Vucci, Jr.         President/Director                             35

Philip Serlin            Chief Operations Officer/Director              63

William DeMarzo          CFO                                            48

Paul Aloisio             Executive Vice President                       55

Henry Guerra             Director                                       62

John Maggio              Director                                       73

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.
Since 1990,  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. since 1986 where
he worked in the capacity of Controller.

Mr. DeMarzo holds a B.B.S. in Finance and an M.B.A. in Marketing and Management.

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.


                                       18
<PAGE>

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 (3) of our directors are also employees, but are not compensated for their
duties  performed  as  directors.  Our  remaining  two  (2)  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,

3        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.



                                       19
<PAGE>

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."

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The Company does not have a class of securities  registered  pursuant to Section
12 of the Securities Exchange Act of 1934. Accordingly,  the Company's executive
officers  and  directors  and  persons  who  own  more  than  10% of its  equity
securities are not subject to the beneficial ownership reporting requirements of
Section  16(a) of that Act.  However,  although  not  required,  certain of such
persons do file  beneficial  ownership  reports with the Securities and Exchange
Commission.

To the best of our  knowledge  and based  solely  upon our review of the reports
filed and submitted to the Company  during the fiscal year ended March 31, 2005,
the Company believes that all reports were timely filed by such persons.

CODE OF ETHICS

The  Company  has not  yet  adopted  a code of  ethics  applicable  to it  chief
executive officer and chief financial  officer,  but expects to do so during the
fiscal year ending March 31, 2006.


ITEM 10.     EXECUTIVE COMPENSATION.

During the fiscal year ended March 31, 2005,  none of our executive  officers or
directors  received an annual  salary and bonus that  exceeded  $100,000 for the
year ended March 31, 2005. The following table sets forth  information as to the
compensation paid or accrued to following  executive  officers and directors for
the year ended March 31, 2005:


                                       20
<PAGE>
<TABLE>
<CAPTION>
                                                  SUMMARY COMPENSATION TABLE
                     Annual Compensation                                           Long Term Compensation
Annual Compensation
                                                                     Awards                           Payouts

Name and Principal  Year           Salary      Bonus    Other Annual Restricted     Securities        LTIP       All Other
Position                                                Compen-sationStock Award(s) Underlying        Payouts    Compen-
                                                                                    Options/SARs                 sation

<S>                 <C>            <C>         <C>      <C>          <C>            <C>               <C>        <C>
Joseph Maggio       Year ended     $78,000     $0       $0           $0             0                 $0         $0
Chairman/CEO        03/31/05

Louis Vucci, Jr.    Year ended     $52,000     $0       $0           $0             0                 $0         $0
President           03/31/05

Philip Serlin       Year ended     $52,000     $0       $0           $0             0                 $0         $0
COO                 03/31/05

William DeMarzo     Year ended     $78,000     $0       $0           $0             0                 $0         $0
CFO                 03/31/05

Paul Aloisio        Year ended     $41,000     $0       $0           $0             0                 $0         $0
Executive VP        03/31/05
</TABLE>

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 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The following  table sets forth, as of February 3, 2006,  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.

<TABLE>
<CAPTION>
                      NAME AND                               COMMON SHARES                  PERCENTAGE OF
                     ADDRESS OF                               BENEFICIALLY                     COMMON
                BENEFICIAL OWNER (1)                           OWNED (2)                        STOCK

<S>                                                             <C>                             <C>
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%
</TABLE>



                                       21
<PAGE>

     (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 12.     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.

As of March 31, 2005,  shareholders  have advanced the Company  $199,700.  These
payments have been recorded in the accompanying  financial statements as Current
Shareholder loans.

As of March 31, 2005, we have an outstanding  note payable to Berkshire  Capital
Management  Co.,  Inc., a  shareholder,  in the amount of $711,000.  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 13.     EXHIBITS.

Exhibits Required by Item 601 of Regulation S-B:

3.1      Articles of Incorporation

3.2      Corporate Bylaws

99(a) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

99(b) Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




                                       22
<PAGE>

ITEM 14.   PRINCIPAL ACCOUNTANT FEES & SERVICES.

The following is a summary of the fees billed to us by Robison,  Hill & Company,
our principal accountant, for professional services rendered for 2005 and 2004:


           Service                          2005                  2004
------------------------------      ------------------     ------------------
Audit Fees                          $     37,250           $    15,000
Audit-Related Fees                             -                     -
Tax Fees                            $        250                     -
                                    ------------------     ------------------
Total                               $     37,500           $    15,000
                                    ==================     ==================


AUDIT FEES.  Consist of fees billed for professional  services  rendered for the
audits of our consolidated  financial  statements included in our annual report,
reviews of our interim  consolidated  financial statements included in annual
reports, other services performed in connection with filings with the Securities
and Exchange  Commission and related comfort letters and other services that are
normally  provided by Robison,  Hill & Company in connection  with statutory and
regulatory filings or engagements.

TAX FEES.  Consist of fees billed for professional  services for tax compliance,
tax  advice  and tax  planning.  These  services  include  assistance  regarding
federal,  state and local tax compliance  and  consultation  in connection  with
various transactions and acquisitions.

ALL OTHER FEES. Consist of fees billed for products and services provided by the
principal accountant other than Audit Fees, Audit-Related Fees and Tax Fees.

AUDIT  COMMITTEE  PRE-APPROVAL OF AUDIT AND  PERMISSIBLE  NON-AUDIT  SERVICES OF
INDEPENDENT AUDITORS.  The Audit Committee  pre-approves all audit and non-audit
services provided by the independent auditors.  These services may include audit
services,  audit-related services, tax services and other services as allowed by
law or regulation. Pre-approval is generally provided for up to one year and any
pre-approval  is detailed as to the  particular  service or category of services
and is generally  subject to a specifically  approved  amount.  The  independent
auditors  and  management  are  required  to  periodically  report  to the Audit
Committee regarding the extent of services provided by the independent  auditors
in accordance  with this  pre-approval  and the fees incurred to date. The Audit
Committee may also pre-approve particular services on a case-by- case basis.

The  Audit  Committee  pre-approved  100%  of the  Company's  2005  audit  fees,
audit-related  fees,  tax fees,  and all other fees to the  extent the  services
occurred  after May 6, 2003,  the effective  date of the Securities and Exchange
Commission's final  pre-approval  rules. To the Company's  knowledge,  0% of the
hours expended on the principal  accountant's  engagement to audit the Company's
financial  statements for the fiscal year ended March,  2005 were  attributed to
work  performed  by  person  other  than the  principal  accountant's  full-time
employees.









                                       23
<PAGE>

                            DIAMOND RANCH FOODS, LTD.
                             (FORMERLY JERRY'S INC.)
                                      - : -

                              FINANCIAL STATEMENTS

                             MARCH 31, 2005 AND 2004



<PAGE>




                                    CONTENTS



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

Financial Statements:

         Balance Sheets
         March 31, 2005 and 2004............................................F-3

         Statements of Operations
         Years Ended March 31, 2005 and 2004................................F-5

         Statements of Stockholders Equity
         Years Ended March 31, 2005 and 2004................................F-6

         Statements of Cash Flows
         Years Ended March 31, 2005 and 2004................................F-7

Notes to Financial Statements
         For the Years Ended March 31, 2005 and 2004........................F-8






<PAGE>











                          INDEPENDENT AUDITOR'S REPORT


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

         We have audited the accompanying balance sheets of Diamond Ranch Foods,
Ltd.  (Formerly  Jerry's  Inc.) as of March  31,  2005 and 2004 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  Jerry's Inc.) as of March 31, 2005 and 2004, and the results of
its  operations,  stockholders'  equity and its cash  flows for the years  ended
March 31, 2005 and 2004 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

<PAGE>



         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
July 13, 2005

                                       F-2

<PAGE>



                            DIAMOND RANCH FOODS, LTD
                             (Formerly Jerry's Inc.)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                 March 31,           March 31,
ASSETS:                                                                             2005                2004
                                                                             ------------------  ------------------
Current Assets:
<S>                                                                          <C>                 <C>
     Inventory                                                               $          163,909  $           70,318
     Accounts Receivable - Factored                                                   1,200,176           1,177,692
     Accounts Receivable - Non Factored                                                  81,983              94,721
                                                                             ------------------  ------------------

          Total Current Assets                                                        1,446,068           1,342,731
                                                                             ------------------  ------------------

Fixed Assets - Net                                                                      366,313             349,422
                                                                             ------------------  ------------------

Other Assets:
     Deposits                                                                            21,800              11,800
                                                                             ------------------  ------------------

          Total Other Assets                                                             21,800              11,800
                                                                             ------------------  ------------------

     Total Assets                                                            $        1,834,181  $        1,703,953
                                                                             ==================  ==================
</TABLE>





                                       F-3

<PAGE>



                            DIAMOND RANCH FOODS, LTD
                             (Formerly Jerry's Inc.)
                                 BALANCE SHEETS
                                   (Continued)

<TABLE>
<CAPTION>
                                                                                 March 31,           March 31,
LIABILITIES & STOCKHOLDERS' EQUITY                                                  2005                2004
                                                                             ------------------  ------------------
Current Liabilities:
<S>                                                                          <C>                 <C>
     Bank Overdraft                                                          $          328,788  $          279,905
     Accounts Payable and Accrued Expenses                                            1,257,420           1,024,688
     Interest Payable                                                                         -              19,407
     Factoring Line of Credit                                                         1,146,093           1,080,158
     Exchange Note                                                                      440,000                   -
     Notes Payable                                                                            -              17,500
     Capital Lease Obligation                                                            11,038               2,759
     Convertible Debenture                                                                    -             150,000
                                                                             ------------------  ------------------

          Total Current Liabilities                                                   3,183,339           2,574,417
                                                                             ------------------  ------------------

Non-current Liabilities:
     Capital Lease Obligation                                                            28,186               1,922
     Shareholder Loans                                                                  711,000                   -
     Interest Payable                                                                    11,114                   -
                                                                             ------------------  ------------------
          Total Long Term Liabilities                                                   750,300               1,922
                                                                             ------------------  ------------------

TOTAL LIABILITIES                                                                     3,933,639           2,576,339
                                                                             ------------------  ------------------

STOCKHOLDERS' EQUITY (DEFICIT)
     Preferred Stock, par value $.0001, 20,000,000 shares
          Authorized, 0 shares issued at March 31, 2005 and 2004                              -                   -
     Common Stock, par value $.0001, 500,000,000 shares
          Authorized, 56,621,150 and 5,928,649 shares issued at
          March 31, 2005 and 2004                                                         5,662                 593
     Additional Paid-In Capital                                                         963,992             876,959
     Related Party Loans                                                                199,700                   -
     Retained Earnings (Deficit)                                                     (3,268,812)         (1,749,938)
                                                                             ------------------  ------------------

          Total Stockholders' Equity                                                 (2,099,458)           (872,386)
                                                                             ------------------  ------------------

          Total Liabilities and Stockholders' Equity                         $        1,834,181  $        1,703,953
                                                                             ==================  ==================
</TABLE>

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

                                       F-4

<PAGE>



                            DIAMOND RANCH FOODS, LTD
                             (Formerly Jerry's Inc.)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                           March 31,
                                                                                    2005                2004
                                                                             ------------------  ------------------

<S>                                                                          <C>                 <C>
Revenues                                                                     $       10,039,552  $        7,885,920
Cost of Goods Sold                                                                    9,302,733           6,801,535
                                                                             ------------------  ------------------
Gross Profit                                                                            736,819           1,084,385


Expenses:
     Payroll                                                                          1,039,448             876,701
     Factoring Fee                                                                      268,748             335,250
     Rent Expense                                                                       165,530             158,780
     Depreciation and Amortization                                                       75,640              68,509
     General and Administrative                                                         650,850             606,742
     Sales Commission                                                                   114,592               6,105
                                                                             ------------------  ------------------

      Total Expenses                                                                  2,314,808           2,052,087
                                                                             ------------------  ------------------

Other Income (Expense)

   Write Down of Customer Lists                                                         (78,000)                  -
   Grant                                                                                      -              50,000
   Interest Expense                                                                     (24,390)             (9,842)
   Gain on sale of Subsidiary                                                           161,505                   -
                                                                             ------------------  ------------------

     Net Loss                                                                $       (1,518,874) $         (927,544)
                                                                             ==================  ==================

Basic & Diluted Income (Loss) Per Share
                                                                             $           (0.03)  $           (0.16)
                                                                             ==================  ==================
Weighted Average Shares Outstanding
                                                                                     49,595,944           5,928,649
                                                                             ==================  ==================
</TABLE>



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

                                       F-5

<PAGE>



                            DIAMOND RANCH FOODS, LTD
                             (Formerly Jerry's Inc.)
                       STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                                 Additional  Related
                                                        Preferred Stock         Common Stock      Paid-in     Party      Retained
                                                        Shares    Amount      Shares     Amount   Capital     Loans      Earnings
                                                      --------- ---------  ----------- --------- ----------  -------- ------------
<S>                                                   <C>       <C>        <C>         <C>       <C>         <C>      <C>
Balance at April 1, 2002                                      - $       -            - $       - $        -  $      - $          -

Issued stock in exchange for asset and expenses               -         -    5,928,649       593    221,823         -            -
Capital Contributions                                         -         -            -         -    144,597         -            -
Net Loss                                                      -         -            -         -          -         -     (822,394)
                                                      --------- ---------  ----------- --------- ----------  -------- ------------

Balance, March 31, 2003                                       -         -    5,928,649       593    366,420         -     (822,394)

Capital Contributions                                         -         -            -         -    510,539         -            -
Net Loss                                                      -         -            -         -          -         -     (927,544)
                                                      --------- ---------  ----------- --------- ----------  -------- ------------

Balance, March 31, 2004                                       -         -    5,928,649       593    876,959         -   (1,749,938)

Shares issued in exchange for the acquisition of
   MBC Foods recorded as a reverse merger                                   25,692,501     2,569      5,333         -            -
Sale of Stock Under Reg. D                                    -         -   24,000,000     2,400      3,600         -            -
Stock Issued for Services                                     -         -      800,000        80        120         -            -
Stock Issued for Customer Lists                               -         -      200,000        20     77,980         -            -
Related Party Loans                                           -         -            -         -          -   199,700            -

Net Loss                                                      -         -            -         -          -         -   (1,518,874)
                                                      --------- ---------  ----------- --------- ----------  -------- ------------

Balance, March 31, 2005                                       - $       -   56,621,150 $   5,662 $  963,992  $199,700 $ (3,268,812)
                                                      ========= =========  =========== ========= ==========  ======== ============
</TABLE>

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

                                       F-6

<PAGE>



                            DIAMOND RANCH FOODS, LTD
                             (Formerly Jerry's Inc.)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                       For the year ended
                                                                                            March 31,
                                                                                     2005               2004
                                                                              ------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                           <C>                <C>
Net Loss                                                                      $       (1,518,874)$         (927,544)
Adjustments to reconcile net loss to net cash
Provided by operating activities
Depreciation and Amortization                                                             75,640             68,509
Gain on Sale of a Subsidiary                                                            (161,505)                 -
Write down of Customer Lists                                                              78,000                  -
(Increase) Decrease in Inventory                                                         (93,591)           (35,307)
(Increase) Decrease in Accounts Receivable                                                (9,746)          (975,383)
(Increase) Decrease in Deposits                                                          (10,000)                 -
Stock Issued in Exchange for Services                                                        200                  -
(Decrease) Increase in Accounts Payable and Accrued Expenses                             232,731            587,760
(Decrease) Increase in Interest Payable                                                   (8,293)             9,841
                                                                              ------------------ ------------------
      Net Cash Provided by Operating Activities                                       (1,415,438)        (1,272,124)
                                                                              ------------------ ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Equipment                                                                    (92,531)                 -
Proceeds from Sale of Subsidiary                                                         169,408                  -
                                                                              ------------------ ------------------
      Net Cash Used in Investing Activities                                               76,877                  -
                                                                              ------------------ ------------------
</TABLE>





                                       F-7

<PAGE>



                            DIAMOND RANCH FOODS, LTD
                             (Formerly Jerry's Inc.)
                            STATEMENTS OF CASH FLOWS
                                   (Continued)

<TABLE>
<CAPTION>
                                                                                       For the year ended
                                                                                           March 31,
                                                                                    2005                2004
                                                                             ------------------  ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
<S>                                                                          <C>                 <C>
Payments on Capital Lease Obligation                                         $           (5,926) $           (2,200)
Borrowing on Capital Lease Obligation                                                    40,469                   -
Borrowing on Notes Payable                                                                    -              17,500
Payment on Convertible Debenture                                                       (150,000)                  -
Factoring Payable                                                                       505,935             892,152
Shareholder Loans                                                                       910,700                   -
Payments on Notes Payable                                                               (17,500)                  -
Stock Issued in Exchange for Cash                                                         6,000                   -
Contribution of Capital from Stockholders                                                     -             510,539
Bank Overdraft                                                                           48,883            (145,867)
                                                                             ------------------  ------------------
      Net Cash Used in Financing Activities                                           1,338,561           1,272,124
                                                                             ------------------  ------------------

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                                                                   $           19,408  $            9,842

SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:
Stock issued in asset acquisition agreement                                  $            7,902  $                -
Stock issued for services                                                    $              200  $                -
Stock issued for customer lists                                              $           78,000  $                -

</TABLE>












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

                                       F-8

<PAGE>



                            DIAMOND RANCH FOODS, LTD
                             (Formerly Jerry's Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED MARCH 31, 2005 AND 2004

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN

         The Company's consolidated financial statements have been prepared on a
going  concern  basis,   which   contemplates  the  realization  of  assets  and
satisfaction of liabilities in the normal course of business.  The  consolidated
financial  statements do not include any adjustment  relating to  recoverability
and  classification  of recorded amounts of assets and liabilities that might be
necessary should the Company be unable to continue as a going concern.

         The Company has  incurred a net loss for the years ended March 31, 2005
and 2004 of  $1,518,874  and  $927,544,  respectively.  The Company used cash of
$1,415,438 and $1,272,124 in operating  activities for the years ended March 31,
2005 and 2004,  respectively.  As of March 31, 2005 and 2004,  the Company had a
working  capital  deficit of  $1,936,971  and  $1,231,686,  respectively.  These
conditions raise  substantial doubt as to the Company's ability to continue as a
going concern.

         The  Company's  continued  existence is  dependent  upon its ability to
execute its operating plan and to obtain  additional  debt or equity  financing.
There  can be no  assurance  the  necessary  debt or  equity  financing  will be
available, or will be available on terms acceptable to the Company.

         Management  plans include  acquiring  additional  meat  processing  and
distribution  operations and obtaining  additional  financing to fund payment of
obligations  and to provide working capital for operations and to finance future
growth.  The  Company is actively  pursuing  alternative  financing  and has had
discussions  with various third parties,  although no firm commitments have been
obtained. In the interim,  shareholders of the Company have committed to meeting
its  operating  expenses.   Management  believes  these  efforts  will  generate
sufficient  cash flows from future  operations to pay the Company's  obligations
and realize other assets.  There is no assurance any of these  transactions will
occur.

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 for the
acquisition of MBC Foods,  Inc. which was recorded as a reverse merger and shown
on the Statement of Stockholders Equity as a net issuance of 25,692,501 shares.

         For financial  reporting  purposes,  MBC Foods, Inc. was considered the
new reporting entity.

                                       F-9

<PAGE>



                            DIAMOND RANCH FOODS, LTD
                             (Formerly Jerry's Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED MARCH 31, 2005 AND 2004
                                   (Continued)

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. 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

<PAGE>



                            DIAMOND RANCH FOODS, LTD
                             (Formerly Jerry's Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED MARCH 31, 2005 AND 2004
                                   (Continued)

Revenue recognition

         The Company derives its revenue from the sale of meat products, and the
revenue is recognized when the product is delivered to the customer.

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, 2005, depreciation is computed as follows:

<TABLE>
<CAPTION>
                                                                                Accumulated
                               Cost              Method           Life         Depreciation             Net
                         -----------------  ----------------  ------------  -------------------  ------------------
<S>                      <C>                <C>               <C>           <C>                  <C>
Leasehold
Improvements             $         269,906    Strait Line       10 Years    $            70,280  $          199,626
Office Equipment                   297,608    Strait Line      3-5 Years                130,921             166,687
                         -----------------                                  -------------------
                         $         567,514                                  $           201,201  $          366,313
                         =================                                  ===================  ==================
</TABLE>

         As of March 31, 2004, depreciation is computed as follows:

<TABLE>
<CAPTION>
                                                                                Accumulated
                               Cost              Method           Life         Depreciation             Net
                         -----------------  ----------------  ------------  -------------------  ------------------
<S>                      <C>                <C>               <C>           <C>                  <C>
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
                         =================                                  ===================  ==================
</TABLE>

Total  depreciation  expense  for the year  ended  March  31,  2005 and 2004 was
$75,640 and $68,509.

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 $400,000  shares of outstanding  common stock  equivalents at
March 31,  2004  which  would be  anti-dilutive  and are not  considered  in the
calculation and no dilutive outstanding common stock equivalents as of March 31,
2005.

                                      F-11

<PAGE>


                            DIAMOND RANCH FOODS, LTD
                             (Formerly Jerry's Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED MARCH 31, 2005 AND 2004
                                   (Continued)

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

         Inventory  consists of  finished  meat  products,  and is valued at the
lower of cost,  determined on the first-in,  first-out  basis (FIFO),  or market
value.

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

<PAGE>



                            DIAMOND RANCH FOODS, LTD
                             (Formerly Jerry's Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED MARCH 31, 2005 AND 2004
                                   (Continued)

         (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, 2005, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately  $3,270,000 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.


                                           2005                2004
                                    ------------------  ------------------
Net Operating Losses                         1,112,152             595,312
Depreciation                                    12,282               7,265
Valuation Allowance                         (1,124,434)           (602,577)
                                    ------------------  ------------------
                                                     -                   -
                                    ==================  ==================

         The provision for income taxes differs from the amount  computed  using
the federal US statutory income tax rate as follows:



                                                2005             2004
                                            ---------------  ---------------
Provision (Benefit) at US Statutory Rate           (516,840)        (307,952)
Depreciation                                         (5,017)          (7,265)
Increase (Decrease) in Valuation Allowance          521,857          315,217
                                            ---------------  ---------------
                                                          -                -
                                            ===============  ===============


                                      F-13
<PAGE>

                            DIAMOND RANCH FOODS, LTD
                             (Formerly Jerry's Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED MARCH 31, 2005 AND 2004
                                   (Continued)

The Company evaluates its valuation  allowance  requirements  based on projected
future operations. When circumstances change and causes a change in management's
judgement  about the  recoverability  of deferred tax assets,  the impact of the
change on the valuation is reflected in current income.

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,  2005 and 2004 was
$82,310 and $81,864.

NOTE 5 - CAPITAL LEASE COMMITMENTS

         The  Company  has  entered  into  capital  leases for the  purchase  of
equipment. The future minimum lease payments are as follows:


       Year               Lease Payment
------------------      ------------------
2005                    $           11,038
2006                                 9,959
2007                                10,881
2008                                 7,346
2009                                     -
                        ------------------
Total                   $           39,224
                        ==================

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 March 31, 2005 there
was no outstanding balance on this note.

Exchange Note

         As of March 31,  2005 the Company  had an  outstanding  short term loan
with  American  Crest  Capital  in the  amount of  $440,000  and is shown on the
accompanying balance sheet under Exchange Note in the current liability section.
This note is due on demand and carries a 0% interest rate.


                                      F-14

<PAGE>



                            DIAMOND RANCH FOODS, LTD
                             (Formerly Jerry's Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED MARCH 31, 2005 AND 2004
                                   (Continued)

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.  This
agreement  shall last until November 30, 2004. The agreement  shall continue for
successive terms unless written notice of cancellation is received 60 days prior
to completion of the term.  American Crest Capital has extended up to $1,665,000
of credit.

         Under the terms of the agreement American Crest Capital shall receive a
discount for purchasing the accounts receivable.  The discount for the first ten
million dollars in annual volume is as follows
         1.5% if payment of an Accounts  Receivable  is  collected up to 30 days
         3.0% if payment of an Accounts  Receivable is collected  between 31 and
           60 days
         4.5% if payment of an Accounts  Receivable is collected  between 61 and
           90 days

The discount for annual volume between ten million dollars to fifteen million is
as follows:

         1.25% if payment of an Accounts Receivable is collected up to 30 days
         2.50% if payment of an Accounts  Receivable is collected between 31 and
           60 days
         3.75% if payment of an Accounts  Receivable is collected between 61 and
           90 days

The discount for annual volume in excess of fifteen million is as follows:
         1.00% if payment of an Accounts  Receivable  is collected up to 30 days
         2.00% if payment of an Accounts  Receivable is collected between 31 and
           60 days
         3.00% if payment of an Accounts  Receivable is collected between 61 and
           90 days

Full recourse at 5% implemented if an accounts receivable is not collected in 90
days.

         These  factoring  lines  of  credit  have  been  treated  as a  secured
financing  arrangement.  As of March 31, 2004 and 2005 the company had  factored
receivables in the amount of $1,200,176 and $1,177,692 respectively and factored
payables  of as of  March  31,  2004 and 2005  are  $1,080,158  and  $1,146,093.
Discount provided during factoring of the accounts receivable have been expensed
on the accompanying Statements of Operations as Factoring Fees.



                                      F-15

<PAGE>



                            DIAMOND RANCH FOODS, LTD
                             (Formerly Jerry's Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED MARCH 31, 2005 AND 2004
                                   (Continued)

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.  As
of March 31, 2005 there was no balance owed on the convertible debenture.

NOTE 7 - RELATED PARTY TRANSACTIONS

         As of March 31, 2005,  shareholders  have advanced the Company $199,700
payable on demand and does not carry an interest rate. This transaction has been
recorded in the accompanying financial statements as Related Party Loans.

         As of March 31, 2005 the Company has an  outstanding  note payable to a
shareholder  in the amount of  $711,000.  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 March 31, 2005  interest on this loan is $11,114.
This transaction has been recorded in the accompanying  financial  statements as
Long Term 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 for the
acquisition of MBC Foods,  Inc. Which was recorded as a reverse merger and shown
on the Statement of Stockholders Equity as a net issuance of 25,692,501 shares.

         For financial  reporting  purposes,  MBC Foods, Inc. was considered the
new reporting entity.



                                      F-16

<PAGE>



                            DIAMOND RANCH FOODS, LTD
                             (Formerly Jerry's Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED MARCH 31, 2005 AND 2004
                                   (Continued)

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


                                                            May 1, 2004
                                                       ---------------------
Assets:                                                $                   -
                                                       =====================

Liabilities:                                           $                   -

Equity:
     Common Stock                                                      2,569
     Paid-In Capital                                                   5,333
     Retained Deficit                                                      -
                                                       ---------------------
          Total Stockholders Equity                                        -
                                                       ---------------------

          Total Liabilities and Equity                 $                   -
                                                       =====================

         The aggregate purchase price was 25,692,501 common shares.

NOTE 9 - STOCK TRANSACTIONS

         On June 3, 2004, the Company issued  24,000,000  shares of common stock
from a  private  sale of  securities  under the  provisions  of  Section  504 of
Regulation  D for  cash at  $0.00025  per  share.  The sale was made to ten (10)
individuals  who  were  Accredited  Investors  pursuant  to Rule  501(a)  of the
Regulation

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

         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,  valued at the
price of services rendered.

         On September 30, 2004 the Company issued 200,000 shares of common stock
in exchange for the  customer  lists from Jack  Steiger  Sales.  These shares of
stock were valued at $0.39 per share.

NOTE 10 - GRANT INCOME

         During 2003 the Company received revenue from the WTC Business Recovery
Grant Program which provided grants of between three and 25 days in lost revenue
to businesses  with fewer than 500 employees  located on or below 14th Street on
September 11, 2001. As this grant was for lost revenues  experienced as a result
of the  September  11, 2001  tragedy,  the grant  revenue was  recognized in the
accompanying statement of operations in the period that it was received.


                                      F-17

<PAGE>


                            DIAMOND RANCH FOODS, LTD
                             (Formerly Jerry's Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED MARCH 31, 2005 AND 2004
                                   (Continued)

NOTE 11 - SALE OF SUBSIDIARY

         On May 24, 2004 the Company disposed of its subsidiary, MBC Foods, Inc.
in exchange for  retirement  of  convertable  debt in the amount of $150,000 and
Interest of $19,407.  On the date of the disposal the  subsidiary had no assets,
liabilities  or  operations.  The  Companies  carrying  value of the  subsidiary
corporation was $7,902. This sale of MBC Foods resulted in a gain on sale in the
amount of $161,505 that has been accounted for in the accompanying  Statement of
Operations.

NOTE 12 - SUBSEQUENT EVENTS

         On April 14, 2005 the Company issued 75,000 shares of restricted common
stock in exchange for the  settlement  of an accounts  payable.  These shares of
stock were valued at $0.17 per share.





                                      F-18

<PAGE>



                                   SIGNATURES


         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.


                                                   DIAMOND RANCH FOODS, LTD.
                                                         (Registrant)


Date:  February 3, 2006           By: /s/ Joseph Maggio
                                          --------------------------------------
                                          Joseph Maggio, Chairman, CEO, Director


                  In  accordance  with the  Exchange  Act,  this report has been
signed below by the  following  persons on behalf of the  registrant  and in the
capacities and on the dates indicated.

Date: February 3, 2006     /s/ Joseph Maggio
                           Joseph Maggio, Chairman, CEO, and Director

Date: February 3, 2006     /s/ Louis Vucci, Jr.
                           Louis Vucci, Jr., President and Director

Date: February 3, 2006     /s/ Philip Serlin
                           Philip Serlin, Chief Operations Officer and Director

Date: February 3, 2006     /s/ William DeMarzo
                           William DeMarzo, Chief Financial Officer


















                                       24