EXHIBIT 31
                           SECTION 302 CERTIFICATIONS

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 21, 2006


By:    /s/ William DeMarzo
    ---------------------------------------------------------------------
       William DeMarzo, Chief Financial Officer