**EXHIBIT
      31** **.2**




SECTION
      302 CERTIFICATION




I,
      William DeMarzo, certify that:




1.
      I have
      reviewed this quarterly report on form 10-QSB of Diamond Ranch Foods,
      Ltd.




2.
      Based
      on my knowledge, this quarterly report does not contain any untrue statement
      of
      a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were
      made, not misleading with respect to the period covered by this
      report.




3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the registrant as of, and
      for, the periods presented in this report;




4.
      I am
      responsible for establishing and maintaining disclosure controls and procedures
      (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control
      over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
      15d-15(f) for the small business issuer and have:




a)
      designed
      such disclosure controls and procedures or caused such disclosure controls
      and
      procedures to be designed under our supervision to ensure that material
      information relating to the small business issuer, including its consolidated
      subsidiaries, is made known to us by others within those entities, particularly
      during the period in which this quarterly report is being prepared;




b)
      evaluated
      the effectiveness of the small business issuer's disclosure controls and
      procedures and presented in this report our conclusions about the effectiveness
      of the disclosure controls and procedures, as of the end of the period covered
      by this report based on such evaluations; and




c)
      disclosed
      in this report any change in the small business issuer's internal control over
      financial reporting that occurred during the small business issuer's most recent
      fiscal quarter (the small business issuer's fourth fiscal quarter in the case
      of
      an quarterly report) that has materially affected, or is reasonably likely
      to
      materially affect, the small business issuer's internal control over the
      financial reporting; and




5.
      I have
      disclosed, based on my most recent evaluation of internal control over financial
      reporting to the small business issuer's auditors and the audit committee of
      the
      small business issuer's board of directors (or persons performing the equivalent
      functions):




a)
      all
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer's ability to record, process,
      summarize and report financial information; and




b)
      any fraud,
      whether or not material, that involves management or other employees who have
      a
      significant role in the small business issuer's internal control over financial
      reporting.






Date:
      February 9, 2007


/s/
      William DeMarzo


By: 
      William DeMarzo, Chief Financial Officer