**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**









**FORM
      10-Q**









**(Mark
      One)**


**x**
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31,
                2008**




**OR**




** ̈**
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**




**Commission
      file number: 333-111486**





**DAIRY
      FRESH FARMS INC.**




**(Name
      of small business issuer in its charter)**


****


**Nevada**
            98-0407549**(State
                or other jurisdiction of incorporation )**
            **(I.R.S.Employer
                identification No.)**




**413
      Churchill Avenue N. Ottawa, Ontario, Canada K1Z 5C7**


**(Address
      of principal executive offices)**





**Tel:
      613-724-2484**


**(Issuer's
      telephone number)**




Indicate
      by check mark whether the Registrant (1) has filed all reports required by
      Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
      preceding 12 months (or for such shorter period that the Registrant was required
      to file such reports) and (2) has been subject to such filing requirements
      for the past 90 days:  Yes x No  ̈





Indicate
      by check mark whether the Registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):




Large
      accelerated filer  ̈ Accelerated
      filer  ̈ Non-Accelerated
      filer  ̈   Small
      Business Issuer 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





Transitional
      Small Business Disclosure Format (check one): Yes  ̈ No x





Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date.





**Class**
            
            **Outstanding
                at May 20, 2008**Common
                stock, $0.001 par value
            
            56,897,292








**Part
      I. Financial Information**


**Page****PART
                    I - FINANCIAL INFORMATION**Item 1.
                Condensed
                    Consolidated Financial Statements (unaudited)Condensed
                    Consolidated Balance Sheets
                4Condensed
                    Consolidated Statements of Income
                5Condensed
                    Consolidated Statement of Cash Flows
                6Notes
                    to Condensed Consolidated Financial Statements
                6Item 2.
                Management
                    Discussion & Analysis of Financial Condition and Results of
                    Operations
                15Item 3
                Quantitative
                    and Qualitative Disclosures About Market Risk
                19Item 4.
                Controls
                    and Procedures
                19**PART
                    II - OTHER INFORMATION**Item 1.
                Legal
                    Proceedings
                21Item 1A
                Risk
                    Factors
                21Item 2.
                Unregistered
                    Sales of Equity Securities and Use of Proceeds
                22Item 3.
                Defaults
                    Upon Senior Securities
                22Item 4.
                Submission
                    of Matters to a Vote of Security Holders
                22Item 5
                Other
                    information
                22Item 6.
                Exhibits
                22





*CERTIFICATIONS*Exhibit
                31 – Management certificationExhibit
                32 – Sarbanes-Oxley Act








PART
      I
      FINANCIAL INFORMATION





General





The
      accompanying condensed consolidated financial statements have been prepared
      in
      accordance with the instructions to Form 10-Q. Therefore, they do not include
      all information and footnotes necessary for a complete presentation of financial
      position, results of operations, cash flow, and stockholders’ deficit in
      conformity with generally accepted accounting principles in the United States
      of
      America. Except as disclosed herein, there has been no material change in the
      information disclosed in the notes to the consolidated financial statements
      included in the Company’s annual report on Form 10-KSB for the year ended
      December 31, 2007. In the opinion of management, all adjustments considered
      necessary for a fair presentation of the results of operations and financial
      position have been included and all such adjustments are of a normal recurring
      nature. Operating results for the quarter ended March 31, 2008 are not
      necessarily indicative of the results that can be expected for the year ended
      December 31, 2008.


3


**DAIRY
      FRESH FARMS INC.**


**CONSOLIDATED
      BALANCE SHEETS**


****      ****    ****


**March
                31,**
            
            **December
                31,****2008**
            
            **2007****(Unaudited)**
            
            **(Audited)**ASSETS:CURRENT
                ASSETSCash
            
            $
            14,786
            
            $
            299,665Prepaid
                expenses and other current assets
            
            
            -
            
            
            458Total
                current assets
            
            
            14,786
            
            
            300,123Property,
                plant and equipment, net
            
            
            6,466
            
            
            7,325TOTAL
                ASSETS
            
            $
            21,252
            
            $
            307,448LIABILITIES
                AND STOCKHOLDERS' DEFICIENCY:CURRENT
                LIABILITIES:Accounts
                payable and accrued liabilities
            
            $
            307,933
            
            $
            243,636Management
                contracts payable
            
            
            491,468
            
            
            357,788Note
                payable
            
            
            39,158
            
            
            41,030Loan
                payable from affiliates
            
            
            1,031,668
            
            
            1,284,857Total
                current liabilities
            
            
            1,870,227
            
            
            1,927,311TOTAL
                LIABILITIES
            
            
            1,870,227
            
            
            1,927,311COMMITMENTS
                AND CONTINGENCIESSTOCKHOLDERS'
                DEFICIENCY:Common
                stock, $0.001 par value, 75,000,000 shares authorized,56,897,292
                issued and outstanding as of March 31, 2008;56,883,478
                issued and outstanding as of December 31, 2007
                respectively
            
            
            43,593
            
            
            43,593Additional
                paid-in-capital
            
            
            4,686,501
            
            
            4,686,501Accumulated
                comprehensive loss
            
            
            (235,460
            )
            
            (312,402
            )Accumulated
                deficit
            
            
            (6,343,609
            )
            
            (6,037,555
            )TOTAL
                STOCKHOLDERS' DEFICIENCY
            
            
            (1,848,975
            )
            
            (1,619,863
            )TOTAL
                LIABILITIES AND STOCKHOLDERS' DEFICIENCY
            
            $
            21,252
            
            $
            307,448




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





4





**DAIRY
      FRESH FARMS INC.**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**FOR
      THE PERIOD ENDED MARCH 31, 2008 AND 2007 (UNAUDITED)**





**2008**
            
            **2007**REVENUES:Revenue
            
            $
            -
            
            $
            --
            
            
            -OPERATING
                EXPENSES:General
                and administrative expenses
            
            
            306,054
            
            
            448,805Total
                operating expenses
            
            
            306,054
            
            
            448,805OPERATING
                LOSS
            
            
            (306,054
            )
            
            (448,805
            )LOSS
                BEFORE TAXES
            
            
            (306,054
            )
            
            (448,805
            )PROVISION
                FOR (BENEFIT FROM) INCOME TAXES
            
            
            -
            
            
            -NET
                LOSS
            
            $
            (306,054
            )
            $
            (448,805
            )NET
                LOSS PER SHARE:Basic
                and diluted:
            
            $
            (0.01
            )
            $
            (0.03
            )WEIGHTED
                AVERAGE COMMON SHARES OUTSTANDING:Basic
                and diluted:
            
            
            56,883,478
            
            
            15,658,748




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





5





**DAIRY
      FRESH FARMS INC.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE PERIOD ENDED MARCH 31, 2008 AND 2007 (UNAUDITED)**





**2008**
            
            **2007**CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss
            
            $
            (306,054
            )
            $
            (448,805
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Issuance
                of stock as consideration for services
            
            
            -
            
            
            1,012,017Conversion
                of notes payable to common stock
            
            
            -
            
            
            59,978Depreciation
                and amortization
            
            
            859
            
            
            855Changes
                in operating assets and liablities:Accounts
                receivable
            
            
            -
            
            
            (560
            )Prepaid
                and other current assets
            
            
            458
            
            
            (668,127
            )Accounts
                payable and accrued liabilities
            
            
            140,884
            
            
            (56,561
            )Management
                contracts payable
            
            
            133,680
            
            
            (8,569
            )Net
                cash used in operating activities
            
            
            (30,173
            )
            
            (109,772
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Notes
                payable
            
            
            (1,872
            )
            
            (59,978
            )Repayment
                of advance to affiliates
            
            
            (253,189
            )
            
            -Net
                cash provided by financing activities
            
            
            (255,061
            )
            
            (59,978
            )EFFECT
                OF CHANGES IN EXCHANGE RATES ON CASH
            
            
            355
            
            
            1,646DECREASE
                IN CASH
            
            
            (284,879
            )
            
            (168,104
            )CASH,
                BEGINNING OF YEAR
            
            
            299,665
            
            
            375,858CASH,
                END OF YEAR
            
            $
            14,786
            
            $
            207,754**SUPPLEMENTAL
                CASH FLOW INFORMATION:****2008**
            
            
            **2007**Interest
                paid
            
            $
            -
            
            $
            -Taxes
                paid
            
            $
            -
            
            $
            -






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


6




**Dairy
      Fresh Farms Inc.**


**Notes
      to Interim Consolidated Financial Statements**


March
      31,
      2008


(Unaudited)




**1**  **-
      GOVERNING STATUTES AND NATURE OF OPERATIONS**




Dairy
      Fresh Farms Inc. (“the Company”) was incorporated under the name of Northwest
      Horizon Corporation in the State of Nevada, United States of America on February
      5, 2003. The name was changed to Dairy Fresh Farms Inc. on August 11, 2005.
      The
      Company includes the following subsidiaries.




Dairy
      Fresh Technologies, Ltd.




Dairy
      Fresh Technologies Ltd. was incorporated under the Canada Business Corporations
      Act on May 14, 2002 to develop and exploit a unique patented dairy process
      in
      Canada. This patent, "Dairy Fresh Farms TM" produces monounsaturated-enhanced
      dairy products.





Great
      Bear Explorations Inc.





Great
      Bear Explorations Inc. is a Canadian oil and gas exploration business. This
      corporation has recently acquired a 35% interest in Peace East Energy Corp,
      which has joint venture and farm out agreements with the Tall Cree First Nation.
      The agreements provide for Peace East to participate in oil and gas activities
      on the First Nation Reserve lands (approximately 8,200 ha.) and to post and
      bid
      on other lands that have been extensively analyzed by the Peace East over the
      last 18 months. The “Peace East” area is located in Northern Western
      Alberta





Interim
      Financial Statements




The
      accompanying interim unaudited condensed financial statements have been prepared
      in accordance with generally accepted accounting principles for interim
      financial information and with the instructions to Form 10-Q and Article 8
      of
      Regulation S-X. Accordingly, they do not include all of the information and
      footnotes required by generally accepted accounting principles for complete
      financial statements. In our opinion, all adjustments (consisting of normal
      recurring accruals) considered necessary for a fair presentation have been
      included. Operating results for the three-month period ended March 31, 2008
      are
      not necessarily indicative of the results that may be expected for the year
      ending December 31, 2008. For further information, refer to the financial
      statements and footnotes thereto included in our Form 10-KSB Report for the
      fiscal year ended December 31, 2007.





**2 - GOING
      CONCERN**




The
      accompanying interim consolidated financial statements have been prepared
      assuming that the Company will continue as a going concern.




As
      shown
      in the interim consolidated financial statements for the period ended March
      31,
      2008, the company incurred a net loss of $156,054 for the three months period,
      and accumulated deficit of $ 6,193,609 since inception. The future of the
      company is dependant upon its ability to obtain financing, resume operations
      and
      achieve profitability. The accompanying consolidated financial statements do
      not
      include any adjustments relating to the recoverability and classification of
      recorded assets, or the amount of and classification of liabilities that might
      be necessary in the event that the Company cannot continue in
      existence.




The
      management of the Company is actively seeking new financing and has reduced
      expenses in order to preserve cash reserves.





7




**Dairy
      Fresh Farms Inc.**


**Notes
      to Interim Consolidated Financial Statements**


March
      31,
      2008


(Unaudited)





**3
      - ACCOUNTING POLICIES**




**Basis
      of Presentation**




These
      interim financial statements have been prepared in U.S. dollars and in
      accordance with the generally accepted accounting principles in the United
      States of America.




**Accounting
      Estimates**




The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the amounts recorded in the consolidated financial statements. These
      estimates are based on management’s best knowledge of current events and actions
      that the Company may undertake In the future. Actual results may differ from
      these estimates.





**Revenue
      Recognition**




The
      Company also recorded its revenues in accordance with Staff Accounting Bulletin
      (SAB) 104 which requires that four basic criteria must be met before revenue
      can
      be recognized: (i) persuasive evidence of an arrangement exists; (ii) delivery
      has occurred or service has been rendered; (iii) the fee is fixed and
      determinable; and (iv) collectibility is reasonably assured. The Company
      recognized revenue when the product was shipped from the supplier **.**




**Loss
      Per Share**




The
      Company has presented the basic loss per share computed on the basis of the
      weighted average number of common shares outstanding during the
      year.




**Advertising**




The
      Company expenses advertising costs as they are incurred.




**Allowance
      for Doubtful Accounts**




Accounts
      receivable are shown net of any allowances for doubtful accounts. The Company
      determines its allowance for doubtful accounts by considering a number of
      factors, including the age of the receivable, discussions that may have occurred
      with the customer and management’s judgement as to the overall collectibility of
      the receivable from that customer. The Company writes off accounts receivable
      when they become uncollectible, and payments subsequently received on such
      receivables are credited to the allowance for doubtful accounts in the period
      of
      the recovery.





**Depreciation**




Property
      and equipment are depreciated over their useful lives according to the following
      methods and annual rates:




Method
            
            RateComputer
                hardware
            
            
            Declining balance
            
            
            30
            %Furniture
                and fixtures
            
            
            Declining balance
            
            
            20
            %Leasehold
                improvements
            
            
            Straight line
            
            
            Shorter of useful life or
              remaining lease term




8





**Dairy
      Fresh Farms Inc.**


**Notes
      to Interim Consolidated Financial Statements**


March
      31,
      2008


(Unaudited)





**Income
      taxes**




The
      Company uses the liability method in providing income taxes on all transactions
      that have been recognized in the financial statements. This method requires
      the
      adjustment of deferred taxes to reflect the tax rates at which future amounts
      will be settled or realized. The effects of tax rate changes on future deferred
      tax liabilities and deferred tax benefits, as well as other changes in income
      tax laws are recognized in net earnings in the period in which such changes
      are
      enacted. Valuation allowances are established when necessary to reduce deferred
      tax assets to the amounts expected to be realized.




**Comprehensive
      income (loss)**




Comprehensive
      income (loss) includes net income (loss) and other comprehensive income (“OCI”).
      OCI refers to changes in net assets from transactions and other events and
      circumstances other than transactions with shareholders. These changes are
      recorded directly as a separate component of shareholders’ equity (deficiency)
      and excluded from net income (loss). The only other comprehensive income (loss)
      item for the Company relates to foreign currency translation arising from the
      translation of the financial statements from the functional currency into the
      reporting currency.




**Foreign
      currency translation**




The
      Company’s reporting currency is the U.S. dollar and the functional currency is
      the Canadian dollar.




The
      translation of the Company’s financial statements from the functional currency
      to its reporting currency is performed as follows:




All
      assets and liabilities are translated into U.S. dollars at the rate of exchange
      at the balance sheet date. Revenues, expenses and cash flow amounts are
      translated at the weighted average exchange rates for the period. The resulting
      translation adjustments are included in comprehensive income (loss) as a
      component of the stockholders’ deficit.





**Stock-based
      compensation**




On
      September 6, 2006, the Company’s shareholders approved the adoption of a Stock
      Option Plan (hereafter referred to as the “Plan”) whereby 2,685,388 shares of
      common stock may be granted under this Plan. The Plan will be administered
      by
      the Board of Directors, who will determine the terms of the option agreements,
      the key employees and Directors to whom options are to be granted, the number
      of
      shares subject to each option the option price thereof. The per share option
      price of options granted under the Plan will not be less than the fair market
      value of the shares on the date the options are granted. The Plan also provides
      for the issuance of stock appreciation rights at the discretion of the Board
      of
      Directors and provides for the issuance of restricted stock awards at the
      discretion of the Board of Directors. Options will be granted for a term not
      greater than ten years from the date of grant.




The
      Company has adopted SFAS No. 123 (R) “Share-Based Payments” in accounting for
      the Plan. SFAS No. 123 (R) requires measurement of compensation cost for all
      stock-based awards at fair market value at the date of grant and recognition
      of
      compensation expense over the service period for awards expected to vest. The
      fair market value of stock options is determined using the Black Scholes
      valuation model. The expected dividend yield is based on historical dividend
      payouts, the expected volatility is based upon historical volatilities of the
      Company’s stock for a period approximating the expected life; the risk-free rate
      is based upon the U.S. Treasury yield curve in effect at the time of the grant
      for periods corresponding with the expected life of the option; and the expected
      life represents the period of time the options are expected to be outstanding.
      To date, no options have been granted under the Plan.





9




**Dairy
      Fresh Farms Inc.**


**Notes
      to Interim Consolidated Financial Statements**


March
      31,
      2008


(Unaudited)





**Oil
      & Gas Agreements, Leases and Licenses, net**




Resource
      (oil and gas) agreements, comprising interests in oil and gas leases and/or
      licenses are stated at cost and amortized over the lease term Exploration and
      development costs are amortized on a straight-line basis over estimated useful
      lives using the straight-line method..





**4
      -** **OIL & GAS AGREEMENTS and RELATED EXPLORATION AND
      DEVELOPMENT**





As
      of
      March 31, 2008 and December 31, 2007, the Company’s Oil & Gas Agreements
      comprised the following:





Peace
                East Energy Corp: Agreements with Tallcree First Nation Energy Companies
                Tallcree Energy, Inc. And Netaskinan Energy,
                Inc.




**5
      - PROPERTY AND EQUIPMENT**




Property
      and equipment consists of the following:


**December
                  31**
                **2007****Cost**
              
              **Accumulated**
                **Depreciation**
              
              **Net**$
              
              
              $
              
              
              $Leasehold
                  improvements
              
              
              10,796
              
              
              9,717
              
              
              1,079Computer
                  equipment
              
              
              6,229
              
              
              4,348
              
              
              1,881Furniture
                  and fixtures
              
              
              8,628
              
              
              4,314
              
              
              4,31425,653
              
              
              18,379
              
              
              7,274**March
                  31**
                **2008****Cost**
              
              
              **Accumulated
                  Depreciation**
              
              
              **Net**$
              
              
              $
              
              
              $Leasehold
                  improvements
              
              
              10,796
              
              
              9,899
              
              
              897Computer
                  equipment
              
              
              6,229
              
              
              4,530
              
              
              1,699Furniture
                  and fixtures
              
              
              8,628
              
              
              4,758
              
              
              3,87025,653
              
              
              19,187
              
              
              6,466
  Depreciation
        expense for the periods ended March 31, 2008 and December 31, 2007 was $
        853 and
        $6,226, respectively.




10





**Dairy
      Fresh Farms Inc.**


**Notes
      to Interim Consolidated Financial Statements**


March
      31,
      2008


(Unaudited)





**6 - RELATED
      PARTY TRANSACTIONS**





The
      Company entered into the following related party transactions. These
      transactions were concluded in the normal course of operations at the exchange
      amount, which is the amount established and accepted by the
      parties.




(a)
      During the periods ended March 31, 2008 and December 31, 2007, the Company
      incurred management services to companies controlled by officers of the Company.
      The management fees payable are $225,000 and $355,314 as of March 31, 2008
      and
      December 31, 2007.




(b)
      Related parties or other entities affiliated with Great Bear paid approx
      $200,000 and $600,000 in expenses relating to oil and gas properties and
      agreements that had been entered into. The net balance of the loans payable
      to
      affiliates as of March 31, 2008 and December 31, 2007 was $1,031,688 and
      $1284,857.





**7
      - CAPITAL STOCK**




**Authorized**




75,000,000
      Common shares




**Issued
      and fully paid**




**March
                31,**
              **2008**
            
            **December
                31,**
              **2007**$
            
            
            $56,897,292
                Common Shares (56,897,292 in December 31, 2007)
            
            
            **43,593**
            
            
            **43,593**




(a)
      Prior
      to the reverse takeover transaction, Dairy fresh Farms Inc. implemented a
      reverse six for one share split.




(b)
      On
      March 3, 2005, 6351492 Canada Inc., a wholly owned subsidiary of Dairy fresh
      Farms Inc., acquired all of the issued common shares of Dairy Fresh Technologies
      Ltd. in exchange for 9,250,000 shares of 6351492 Canada Inc, which are
      exchangeable for 9,250,000 restricted shares of common stock of Dairy Fresh
      Farms Inc. The net deficit position of Dairy Fresh Farms Inc. of $11,688 as
      of
      the date of the reverse takeover transaction has been charged to the deficit
      of
      Dairy Fresh Technologies Ltd., the legal subsidiary.




(c)
      The
      expenses related to the reverse takeover transaction were approximately $15,000,
      of which $1,719 has been netted against the equity, which represents the cash
      balance in Dairy Fresh Farms Inc. and the balance has been expensed against
      operations.




(d)
      As
      part of the reverse takeover transaction, the company issued 1,500,000 fully
      paid common shares as a finder’s fee to the Company’s advisors.





11





**Dairy
      Fresh Farms Inc.**


**Notes
      to Interim Consolidated Financial Statements**


March
      31,
      2008


(Unaudited)





**8-
      LOSS PER SHARE**




For
      the
      purpose of the loss per share calculation, the weighted average number of common
      shares outstanding has been used. Had the treasury stock method been applied
      to
      the unexercised share warrants, the effect on the loss per share would be
      anti-dilutive.




714,285
      warrants were issued on October 30, 2006 at $0.75 per warrant and expire October
      2008.




The
      total
      warrants at March 31, 2008 and December 31, 2007 were 714,285 and 714,285,
      respectively.




**10-
      FINANCIAL INSTRUMENTS**




The
      fair
      value of the short-term financial assets and liabilities approximates their
      carrying amount given that they will mature shortly.




**11
      - NEW ACCOUNTING PRONOUNCEMENTS**





**FASB
      Interpretation 48**





In
      June
      2006, FASB Interpretation 48 “Accounting for Uncertainty in Income Taxes” was
      issued which clarifies the accounting for uncertainty in income taxes recognized
      in an enterprise's financial statements in accordance with FASB Statement No.
      109, Accounting for Income Taxes. This Interpretation prescribes a recognition
      threshold and measurement attribute for the financial statement recognition
      and
      measurement of a tax position taken or expected to be taken in a tax return.
      This Interpretation also provides guidance on de−recognition, classification,
      interest and penalties, accounting in interim periods, disclosure, and
      transition.





This
      Interpretation is effective for fiscal years beginning after December 15, 2006,
      and earlier application of the provisions of this Interpretation is encouraged
      if the enterprise has not yet issued financial statements, including interim
      financial statements, in the period this Interpretation is adopted. The
      Company’s adoption of FIN 48 has not had an impact on its consolidated financial
      statements.





**SFAS
      No. 157**





In
      September 2006, the FASB issued SFAS No. 157,  ‘Fair Value Measurements’,
      which establishes a framework for measuring fair value measurements and expands
      disclosures about such measurements. SFAS No. 157 does not require any new
      fair
      value measurements, but rather it creates a consistent method for calculating
      fair value measurements to address non-comparability of financial statements
      issued for fiscal years beginning after November 15, 2007. The Company is
      evaluating the impact SFAS 157 will have on the consolidated financial
      statements.





**SFAS
      No. 159**





On
      February 15, 2007, the FASB issued SFAS No. 159, ’The Fair Value Option for
      Financial Assets and Financial Liabilities : Including an amendment of FASB
      N0. 115’ to reduce earnings volatility caused by related assets and liablities
      measured differently under GAAP. SFAS No. 159 allows all entities to make an
      irrevocable instrument-by-instrument election to measure eligible items at
      fair
      value in their entirety. In addition, unrealized gains and losses will be
      reported in earnings at each reporting date. SFAS No. 159 also establishes
      presentation and disclosure requirements that focus on providing information
      about the impact of electing the fair value option. SFAS No. 159 is effective
      as
      of the beginning of the first fiscal year that begins after November 15, 2007,
      concurrent with the adoption of SFAS No. 157. The Company does not anticipate
      that its adoption of SFAS No. 159 will have a significant impact on the
      consolidated financial position, results of operations or cash
      flows.





12




**Dairy
      Fresh Farms Inc.**


**Notes
      to Interim Consolidated Financial Statements**


March
      31,
      2008


(Unaudited)




**SFAS
      No 160**





In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements” (“SFAS No. 160”), which amends Accounting
      Research Bulletin 51, Consolidated Financial Statements, to establish accounting
      and reporting standards for the noncontrolling interest in a subsidiary and
      for
      the deconsolidation of a subsidiary. It also clarifies that anoncontrolling
      interest in a subsidiary is an ownership interest in the consolidated entity
      that should be reported as equity in the consolidated financial statements.
      SFAS
      No. 160 also changes the way the consolidated income statement is presented
      by
      requiring consolidated net income to be reported at amounts that include the
      amounts attributable to both the parent and the noncontrolling interest. It
      also
      requires disclosure, on the face of the consolidated statement of income, of
      the
      amounts of consolidated net income attributable to the parent and to the
      noncontrolling interest. SFAS No. 160 requires that a parent recognize a gain
      or
      loss in net income when a subsidiary is deconsolidated and requires expanded
      disclosures in the consolidated financial statements that clearly identify
      and
      distinguish between the interests of the parent owners and the interests of
      the
      noncontrolling owners of a subsidiary. SFAS No. 160 is effective for fiscal
      periods, and interim periods within those fiscal years, beginning on or after
      December 15, 2008. The Company does not expect the adoption of SFAS No. 160
      to
      have a material impact on its financial statements.





**SFAS
      No. 141(R)**





In
      December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (SFAS
      No. 141(R)). This Statement replaces SFAS No. 141, Business Combinations, and
      requires an acquirer to recognize the assets acquired, the liabilities assumed,
      including those arising from contractual contingencies, any contingent
      consideration, and any noncontrolling interest in the acquiree at the
      acquisition date, measured at their fair values as of that date, with limited
      exceptions specified in the statement. SFAS No. 141(R) also requires the
      acquirer in a business combination achieved in stages (sometimes referred to
      as
      a step acquisition) to recognize the identifiable assets and liabilities, as
      well as the noncontrolling interest in the acquiree, at the full amounts of
      their fair values (or other amounts determined in accordance with SFAS No.
      141(R)). In addition, SFAS No. 141(R)'s requirement to measure the
      noncontrolling interest in
      the
      acquiree at fair value will result in recognizing the goodwill attributable
      to
      the noncontrolling interest in addition to that attributable to the
      acquirer.





SFAS
      No.
      141(R) amends SFAS No. 109, Accounting for Income Taxes, to require the acquirer
      to recognize changes in the amount of its deferred tax benefits that are
      recognizable because of a business combination either in income from continuing
      operations in the period of the combination or directly in contributed capital,
      depending on the circumstances. It also amends SFAS No. 142, Goodwill and Other
      Intangible Assets, to, among other things, provide guidance on the impairment
      testing of acquired research and development intangible assets and assets that
      the acquirer intends not to use. SFAS No. 141(R) applies prospectively to
      business combinations for which the acquisition date is on or after the
      beginning of the first annual reporting period beginning on or after December
      15, 2008. The Company is currently evaluating the potential impact that the
      adoption of SFAS No. 141(R) could have on its consolidated financial
      statements.




**SAB
      No. 110**





On
      December 21, 2007 the SEC staff issued Staff Accounting Bulletin No. 110 (“SAB
      No. 110”), which, effective January 1, 2008, amends and replaces SAB No. 107,
      Share-Based Payment. SAB No.110 expresses the views of the SEC staff regarding
      the use of a "simplified" method in developing an estimate of expected term
      of
      "plain vanilla" share options in accordance with FASB Statement No. 123(R),
      Share-Based Payment. Under the "simplified" method, the expected term is
      calculated as the midpoint between the vesting date and the end of the
      contractual term of the option. The use of the "simplified" method, which was
      first described in Staff Accounting Bulletin No. 107, was scheduled to expire
      on
      December 31, 2007. SAB No. 110 extends the use of the "simplified” method for
      "plain vanilla" awards in certain situations. The SEC staff does not expect
      the
      "simplified" method to be used when sufficient information regarding exercise
      behavior, such as historical exercise data or exercise information from external
      sources, becomes available. The Company is currently evaluating the potential
      impact that the adoption of SAB No. 110 could have on its consolidated financial
      statements.




13




**Dairy
      Fresh Farms Inc.**


**Notes
      to Interim Consolidated Financial Statements**


March
      31,
      2008


(Unaudited)





**Disclosure
      about Derivative Instruments and Hedging Activities**




In
      March
      2008, the FASB issued SFAS No. 161, *“* Disclosure
      about Derivative Instruments and Hedging Activities *,”* an
      amendment of FASB Statement No. 133, (SFAS 161). This statement requires that
      objectives for using derivative instruments be disclosed in terms of underlying
      risk and accounting designation. The Company is required to adopt SFAS 161
      on
      January 1, 2009. The Company is currently evaluating the potential impact of
      SFAS No. 161 on the Company’s consolidated financial statements.




**Determination
      of the Useful Life of Intangible Assets**




In
      April
      2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of
      Intangible Assets,”, which amends the factors that should be considered in
      developing renewal or extension assumptions used to determine the useful life
      of
      intangible assets  under FASB 142 “Goodwill and Other Intangible
      Assets”.  The intent of this FSP is to improve the consistency between the
      useful life of a recognized intangible asset under SFAS 142 and the period
      of
      the expected cash flows used to measure the fair value of the asset under FASB
      141 (revised 2007) “Business Combinations” and other U.S. generally accepted
      accounting principles.    The Company is currently evaluating the
      potential impact of FSP FAS 142-3 on its consolidated financial
      statements.




14




ITEM
      2.
      MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





This
      Management's Discussion and Analysis of Financial Condition and Results of
      Operation contains various "forward looking statements" within the meaning
      of
      Section 21E of the Securities Exchange Act of 1934 and Section 27A of the
      Securities Act of 1933, regarding future events or the future financial
      performance of the Company that involve risks and uncertainties. Certain
      statements included in this Form 10−Q, including, without limitation, statements
      related to anticipated cash flow sources and uses, and words including but
      not
      limited to “anticipates", "believes", "plans", "expects", "future" and similar
      statements or expressions, identify forward looking statements. Any forward
      looking statements herein are subject to certain risks and uncertainties in
      the
      Company’s business, including but not limited to, reliance on key customers and
      competition in its markets, market demand, product performance, technological
      developments, maintenance of relationships with key suppliers, difficulties
      of
      hiring or retaining key personnel and any changes in current accounting rules,
      all of which may be beyond the control of the Company. The Company's actual
      results could differ materially from those anticipated in these forward looking
      statements as a result of certain factors, including those set forth therein.





Management’s
      Discussion and Analysis of Financial Condition and Results of Operations
      ("MD&A") should be read in conjunction with the consolidated condensed
      financial statements included herein. Further, this quarterly report on Form
      10−Q should be read in conjunction with the Company’s consolidated financial
      statements and notes to consolidated financial statements included in its 2007
      Annual Report on Form 10−KSB. In addition, you are urged to read this report in
      conjunction with the risk factors described herein.




**Company’s
      overview**




Dairy
      Fresh Farms Inc. (“Dairy Fresh” or the “Company”) and its wholly owned
      subsidiary, Dairy Fresh Technologies Ltd., have the exclusive license in Canada
      to develop and exploit the patented formula for a healthy milk based product
      ”Dairy Fresh Farms”. The Company launched a test trial of 2-litre regular milk
      and a 1-litre lactose free product with Canada Safeway stores in Western Canada
      during the period of January 2005 to December 2005.





The
      Company will launch an expanded product line and in Ultra High Temperature
      (UHT)
      form when planned financing as discussed under “Liquidity and Capital Resources”
is completed. Consequently, there are no revenues in the three and twelve months
      ended December 31, 2007.





Dairy
      Fresh Farms is an all natural process resulting in a healthier milk based
      product which is low in cholesterol, trans fat free, lactose free, low in
      saturated fat, 99% fat free and has high levels of omega 6 and 3 and
      monounsaturated fat enhanced without compromising great taste.


15





The
      Company management realized that the opportunities in its current business
      is
      one that is evolving. A move to promote the brands as a licensing opportunity
      has been decided by management as the best course of action for the near term.
      The business model which originally included just the dairy side has also
      expanded into a new area. That being said interest for funding the original
      dairy business with a new focus on licensing is still high. The company is
      continuing to keep its trademarks and business associations current. These
      include the Ontario Dairy Council, Canadian Heart and Stroke Foundation “Health
      Check TM” and the its “Dairy Fresh Farms TM” plus “New Generation TM” and “Drink
      to your hearts content TM”.





The
      Company realizes that it has to look at different opportunities in order to
      expand on it’s current business plan and to provide for the long term success of
      the Company. After a considerable and lengthy overview of opportunities,
      management determined that it would be in the best interests of the Company
      and
      its shareholders to enter into an agreement to merge an operating entity into
      the Company.





On
      October 23, 2007, we entered into a definitive Agreement and Plan of Merger
      (the
“Merger Agreement”) with Great Bear Explorations Inc., an Alberta, Canada
      corporation (“GBE”). Pursuant to the terms and conditions of the Merger
      Agreement, GBE merged with and into our company (the “Merger”).




Also
      as a
      result of the Merger all of the outstanding shares of GBE common stock were
      converted into the right to receive, on a pro rata basis, thirty million
      (30,000,000) shares of our common stock as set forth in the Merger Agreement.





Great
      Bear Explorations Inc. is a development stage Canadian company engaged in the
      oil and gas exploration industry. This corporation has acquired a 35% interest
      in Peace East Energy Corp, whose assets consists of primarily joint venture
      and
      farm out agreements in North Central Alberta Canada. These agreements provide
      for Peace East to participate in oil and gas activities on certain property
      (approximately 8,200 ha.) and to post and bid on other properties that have
      been
      extensively analyzed by the Peace East over the last 18 months. In addition
      Peace East has given Great Bear Exploration first right of refusal for the
      remaining 65%. The geographical areas of interests of these agreements are
      situated in the north central area of Alberta, Canada




**Critical
      accounting policies and estimates**




Our
      discussion and analysis of our financial condition and results of operations
      are
      based on our condensed consolidated financial statements, which have been
      prepared in accordance with accounting principles generally accepted in the
      United States of America. The preparation of financial statements requires
      application of management’s subjective judgments, often requiring the need to
      make estimates about the effect of matters that are inherently uncertain and
      may
      change in the subsequent periods. Our actual results may differ substantially
      from these estimates under different assumptions or conditions. While our
      significant accounting policies are described in more detail in the notes to
      the
      condensed consolidated financial statements included in the Form 10-KSB for
      the
      year ended December 31, 2006, we believe that the following accounting policies
      require the application of significant judgments and estimates.


16





**Plan
      of operation**





The
      plan
      of operation for the Company was developed over a three-year period. Management
      started by studying the Australian experience as it related to the Canadian
      market place. Significant sales numbers had been delivered out of Sydney,
      Australia but with both market changes and potential differing Canadian tastes
      management decided to take another approach to tackling the Canadian market.
      Camelford Graham Research Group undertook an independent market research study.
      This study was conducted in Vancouver, British Columbia and Montreal, Quebec.
      The results from the study were published in December 2003 with resulting
      findings focusing our operations on several very important areas.




First,
      the size of the opportunity was much larger than originally anticipated due
      to
      the intent to purchase numbers that resulted from this study. This meant that
      management had to revise the packing sizes for the Dairy Fresh Farms upwards
      to
      accommodate the anticipated demand.





Second,
      the study directed management to launch in Western Canada as a first step into
      the rest of the country. It was perceived that the logistics and more
      importantly the market reception would be very favorable with a product launch
      in the West. This decision was also reinforced with the effort and support
      that
      Canada Safeway stores and their manufacturing division Lucerne Foods gave our
      group with initial manufacturing test runs and distribution
      expertise.





Finally,
      it was felt that perfecting the launch strategy in Western Canada would give
      Dairy Fresh Farms a strong base of operations prior to moving into the much
      larger and diverse markets of both Ontario and Quebec.





The
      most
      significant conclusion from our test launch with Canada Safeway/Lucerne was
      the
      need to produce the product in Ultra High Temperature (UHT) format, which will
      provide extended shelf life to approximately 45 days. This is necessary to
      build
      brand awareness with the customers during the early stages of growth and allow
      sufficient distribution time, as the product is rolled out to other retailers.
      Otherwise the company would need to spend excessive amounts on marketing and
      in
      store demos in order to move the product on a timely basis.





We
      finished our test launch in December 2005. We are currently actively seeking
      new
      financing. When the financing is completed, we will resume our production and
      distribution plan for Western Canada and the rest of Canada.




Assuming
      our funding is raised, we intend to focus our efforts over the next 12 months
      primarily on our business opportunities in Western Canada. If we are not able
      to
      raise additional funds on a timely basis, any progress with respect to our
      product and product lines will be limited and our potential revenues will be
      adversely affected.





In
      additions, management will be devoting time to expanding the operations of
      our
      newly acquired business, Great Bear Explorations


17





**RESULTS
      OF OPERATIONS**





**Fluctuations
      in operating results**





Our
      results of operations have fluctuated significantly from period to period and
      are likely to continue to do so in the future. We anticipate that our annual
      results of operations will be impacted for the foreseeable future by several
      factors including the progress and timing of expenditures related to product
      launches. Due to these fluctuations, we believe that the period-to-period
      comparisons of our operating results are not a good indication of our future
      performance.




**Off-Balance
      Sheet Arrangements**




The
      Company did not engage in any off-balance sheet arrangements during the
      quarter.




**Liquidity
      and Capital Resources**




At
      March
      31, 2008, we have an accumulated deficit of $6,343,609 and we expect to incur
      additional losses in the short term at least until such time, if ever, that
      our
      products are manufactured and marketed profitably. We have financed our
      operations since inception primarily through the private placements of equity
      and debt securities.





At
      March
      31, 2008, we have $14,786 in cash.





Assuming
      our funding is raised, we intend to focus our efforts over the next twelve
      months on creating and entering into marketing and sales agreements in the
      Canadian marketplace. In such event, if we are unable to raise additional funds
      on a timely basis or at all, any progress with respect to our products and,
      therefore, our potential revenues, would be adversely affected.





In
      the
      event that our plans change, our assumptions change or prove inaccurate, or
      if
      our existing cash resources, together with other funding resources including
      anticipated sales of our products, otherwise prove to be insufficient to fund
      our operations, we could be required to seek additional financing. We have
      no
      current arrangements with respect to sources of additional
      financing.





The
      auditors’ report on the Company’s consolidated financial statements as of
      December 31, 2007 states that the net loss incurred during the year ended
      December 31, 2007, the accumulated deficit as of that date, and the other
      factors described in Note 2 to the consolidated financial statements included
      in
      the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2007,
      as well as the accumulated deficit as of March 31, 2008, and the other factors
      described in Note 2 to the consolidated financial statements included in the
      Company’s Quarterly Report on Form 10-Q raise substantial doubt about the
      Company’s ability to continue as a going concern. The consolidated financial
      statements have been prepared assuming the Company will continue as a going
      concern and do not include any adjustments that might result from the outcome
      of
      this uncertainty.


18





On
      October 23, 2007, we entered into a definitive Agreement and Plan of Merger
      (the
“Merger Agreement”) with Great Bear Explorations Inc., an Alberta, Canada
      corporation (“GBE”). Pursuant to the terms and conditions of the Merger
      Agreement, GBE merged with and into our company (the “Merger”).




Also
      as a
      result of the Merger all of the outstanding shares of GBE common stock were
      converted into the right to receive, on a pro rata basis, thirty million
      (30,000,000) shares of our common stock as set forth in the Merger Agreement.





Great
      Bear Explorations Inc.





Great
      Bear Explorations Inc. is a development stage Canadian company engaged in the
      oil and gas exploration industry. This corporation has acquired a 35% interest
      in Peace East Energy Corp, whose assets consists of primarily joint venture
      and
      farm out agreements in North Central Alberta Canada. These agreements provide
      for Peace East to participate in oil and gas activities on certain property
      (approximately 8,200 ha.) and to post and bid on other properties that have
      been
      extensively analyzed by the Peace East over the last 18 months. In addition
      Peace East has given Great Bear Exploration first right of refusal for the
      remaining 65%. The geographical areas of interests of these agreements are
      situated in the north central area of Alberta, Canada




Additional
      Information





We
      file
      reports and other materials with the Securities and Exchange Commission. These
      documents may be inspected and copied at the Commission’s Public Reference Room
      at 450 Fifth Street, N.W., Washington, D.C., 20549. You can obtain information
      on the operation of the Public Reference Room by calling the Commission at
      1-800-SEC-0330. You can also get copies of documents that the Company files
      with
      the Commission through the Commission’s Internet site at www.sec.gov .


**ITEM
                  3.**
                **QUANTITATIVE
                    AND QUALITATIVE DISCLOSURES ABOUT
                    MARKET
                    RISK**


We
      do not
      hold any derivative instruments and do not engage in any hedging activities.





**ITEM 4.**
            **CONTROLS
                AND PROCEDURES**




*(a)
      Evaluation of Disclosure Controls and Procedures.* Our
      management, with the participation of our President, evaluated the effectiveness
      of our disclosure controls and procedures as of the end of the period covered
      by
      this report. Based on that evaluation, our President concluded that our
      disclosure controls and procedures as of the end of the period covered by this
      report were effective such that the information required to be disclosed by
      us
      in reports filed under the Securities Exchange Act of 1934 is (i) recorded,
      processed, summarized and reported within the time periods specified in the
      SEC’s rules and forms and (ii) accumulated and communicated to our
      management, including our President, as appropriate to allow timely decisions
      regarding disclosure. A controls system cannot provide absolute assurance,
      however, that the objectives of the controls system are met, and no evaluation
      of controls can provide absolute assurance that all control issues and instances
      of fraud, if any, within a company have been detected.


19





*Management’s
      Report on Internal Control over Financial Reporting.* Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting (as defined in Rule 13a-15(f) under the
      Exchange Act). Our internal control over financial reporting is a process
      designed to provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external purposes
      in
      accordance with accounting principles generally accepted in the United States.




Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Therefore, even those systems determined to
      be
      effective can provide only reasonable assurance of achieving their control
      objectives. Furthermore, smaller reporting companies face additional
      limitations.  Smaller reporting companies employ fewer individuals and find
      it difficult to properly segregate duties.  Often, one or two individuals
      control every aspect of the Company’s operation and are in a position to
      override any system of internal control.  Additionally, smaller reporting
      companies tend to utilize general accounting software packages that lack a
      rigorous set of software controls.





Our
      management, with the participation of the Chief Executive Officer, evaluated
      the
      effectiveness of the Company’s internal control over financial reporting as of
      March 31, 2008.  In making this assessment, our management used the
      criteria set forth by the Committee of Sponsoring Organizations of the Treadway
      Commission (COSO) in Internal Control — Integrated Framework.  Based
      on this evaluation, our management, with the participation of the President,
      concluded that, as of March 31, 2008, our internal control over financial
      reporting was effective.





(b) *Changes
      in Internal Control over Financial Reporting.* There
      were no changes in our internal control over financial reporting, as defined
      in
      Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently
      completed fiscal quarter that have materially affected, or are reasonably likely
      to materially affect, our internal control over financial
      reporting.


20




**PART
      II – OTHER INFORMATION**




**ITEM
      1.**  **Legal
      Proceedings**





We
      are
      currently not involved in any litigation that we believe could have a material
      adverse effect on our financial condition or results of operations. There is
      no
      action, suit, proceeding, inquiry or investigation before or by any court,
      public board, government agency, self-regulatory organization or body pending
      or, to the knowledge of the executive officers of our company or any of our
      subsidiaries, threatened against or affecting our company, our common stock,
      any
      of our subsidiaries or of our companies or our subsidiaries' officers or
      directors in their capacities as such, in which an adverse decision could have
      a
      material adverse effect.





**ITEM 1A
      -** **Risk Factors**





We
      have
      updated the risk factors previously disclosed in Annual Report on Form 10–KSB
      for the year ended December 31, 2007, which was filed with the Securities
      and Exchange Commission on April 15, 2008 (the “Fiscal 2007 10–KSB”). We believe
      there are no changes that constitute material changes from the risk factors
      previously disclosed in the Fiscal 2007 10–KSB except as disclosed
      below.





*Our
      Common Stock Is Subject To Penny Stock Regulation*





Our
      shares are subject to the provisions of Section 15(g) and Rule 15g-9 of the
      Securities Exchange Act of 1934, as amended (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 Commission 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 penny stock unless
      that security is: registered and traded on a national securities exchange
      meeting specified criteria set by the Commission; 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
      registrant's net tangible assets; or exempted from the definition by the
      Commission. Since our shares are deemed to be "penny stock", trading in the
      shares will be subject to additional sales practice requirements on
      broker/dealers who sell penny stock to persons other than established customers
      and accredited investors.





*The
      Liquidity Of Our Common Stock Is Seriously Limited And There Is A Limited Market
      For Our Common Stock*





Our
      stock
      is currently being traded on the NASDAQ Over-The-Counter Bulletin Board, and
      the
      liquidity of our common stock is limited. The Bulletin Board is a limited market
      and subject to substantial restrictions and limitations in comparison to the
      NASDAQ system. Any broker/dealer that makes a market in our stock or other
      person that buys or sells our stock could have a significant influence over
      its
      price at any given time.


21





**ITEM
      2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
      SECURITIES**





There
      were no changes in securities and small business issuer purchase of equity
      securities during the period ended March 31, 2008.





**ITEM
      3.  DEFAULTS UPON SENIOR SECURITIES**




There
      were no defaults upon senior securities during the period ended March 31,
      2008.




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





There
      were no matters submitted to the vote of securities holders during the period
      ended March 31, 2008, except that the Company filed a preliminary information
      statement with the Securities and Exchange Commission on May 1, 2008.


(1)
            Elect
                Ian Morrice, Allen Soltis and Ron Evans, C.A to the Company's Board
                of Directors to hold office until the next Company's Annual Meeting
                of
                Stockholders or until his successor is duly elected and qualified;
                and




(2)
            Ratify
                that the name of the Company was changed to Great Bear Oil and Gas
                Inc. ;
                and




(3)
            Ratified
                an amendment to the Articles of Incorporation to create of a preferred
                stock and authorized one hundred million (100,000,000) preferred
                shares,
                increase the number of authorized shares to four hundred million
                common
                shares, and effect a one for ten reverse stock split, each action
                to be
                effective as of the filing of an amendment to the Company’s Articles of
                Incorporation with the Nevada Secretary of State;
                and




(4)
            Ratified
                the appointment of Jewett, Schwartz, Wolfe & Associates as the
                Company’s independent certified public accountant;
                and




(5)
            Ratified
                the 2008 Stock option Plan.





**ITEM
      5.  OTHER INFORMATION**




There
      is
      no information with respect to which information is not otherwise called for
      by
      this form.




**ITEM
      6. EXHIBITS**




**31.1**
            Certification
                of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act**31.2**
            Certification
                of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act.**32.1**
            Certification
                of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
                Act.**32.2**
            Certification
                of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
                Act.


22





**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(b) of the Securities Exchange Act of
      1934, the registrant caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized, in the city of Ottawa,
      Canada.





DAIRY
      FRESH FARMS INC.





By
            /s/Ian
                MorriceIan
                MorriceChief
                Executive OfficerDate:
                May 20, 2008By
            /s/
                Ron EvansRon
                EvansPrincipal
                Accounting Officer


Date
          May
          20, 2008


23