SecProbe.io

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<TYPE>CORRESP
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                    555 West Street, New York, New York 10014
                         (212) 807-7600 telephone (212)
                               807-7252 facsimile

July 15, 2005

U.S.  Securities and Exchange  Commission  Division of  Corporation  Finance 450
Fifth Street, N.W.
Washington, D.C.  20549

ATTN:  Michael Clampitt or Kathryn McHale

RE:      DIAMOND RANCH FOODS, LTD.
         AMENDMENT NUMBER ONE TO REGISTRATION STATEMENT ON FORM 10-SB
         FILED MAY 15, 2005
         FILE NO. 000-51206

Dear Sir or Madam:

         This  correspondence is submitted in response to your letter dated June
9, 2005  regarding  the May 15,  2005 filing of Form  10-SB/A for Diamond  Ranch
Foods,  Ltd.  ("DFDR").  Please  note that our  document  has been  revised  for
re-filing  pursuant to your comments and that additional  disclosure is provided
below:

General

1.       In order to facilitate our review,  please cite particular  changes and
         give specific page numbers in your responses to our comments. It is not
         sufficient to say you have made revisions in the Form 10-SB/A.

General

2.       You previously stated that a tabular presentation of the effects of the
         recapitalization  in connection with the reverse merger with MBC Foods,
         Inc.  was  included  in the  original  Form  10-SB.  Please  direct our
         attention to where the required  disclosures are contained or revise to
         include  the  required  tabular  disclosure  that  includes  all of the
         following:

         o        Historical  financial  statements of MBC Foods, Inc. as of the
                  date of the merger;

         o        The   specific    proforma    adjustments    to   effect   the
                  recapitalization; and

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         o        Proforma results.

         RESPONSE:  PLEASE  REFER TO OUR  REVISED  FORM  10-SB/A  FOR ALL OF THE
         REQUIRED PROFORMA  DISCLOSURES,  WHICH INCLUDE THE HISTORICAL FINANCIAL
         STATEMENTS  OF MBC  FOODS,  INC.  AS OF THE  DATE  OF THE  MERGER,  THE
         SPECIFIC PROFORMA ADJUSTMENTS TO EFFECT THE  RECAPITALIZATION,  AND THE
         PROFORMA RESULTS.

3. Please note the updating requirements of Item 3-10(g) of Regulation S-B.

         RESPONSE:  WE HAVE NOTED THE UPDATING  REQUIREMENTS  OF ITEM 3-10(G) OF
         REGULATION S-B.

Description of Business - page 3

4.       We note that Jerry's Inc. had no affiliation with your current industry
         prior to 2004 when you changed your name.  Please include in this first
         paragraph,  as well as in the  section  entitled  "History  and Company
         Development" and other sections, as appropriate, a brief description of
         Jerry's  Inc.'s  business prior to 1998 when it ceased  operations.  In
         addition,  we note from the biographies of management that there are no
         executives  or  directors  from  Jerry's  Inc.   remaining   after  the
         acquisition of MBC Foods,  Inc.,  Please  disclose what agreements were
         made with the management and owners of Jerry's, Inc. when they acquired
         MBC Foods.

         RESPONSE:  A  DESCRIPTION  OF JERRY'S,  INC.  HAS BEEN  INCLUDED IN ALL
         APPLICABLE SECTIONS OF OUR REVISED FORM 10-SB/A. PLEASE REFER TO PAGE 3
         FOR THESE INCLUSIONS.  PLEASE NOTE THAT NO AGREEMENTS WERE ENTERED INTO
         BETWEEN  MANAGEMENT AND THE OWNERS OF JERRY'S,  INC. UPON ACQUIRING MBC
         FOODS.

Customers - page 6

5.       In your  response  to  comment  5, you have  added  disclosure  in this
         section  that you "have a broad and sizeable  customer  base which does
         not  leave  [you]  dependent  on any  one or  even a few  customers..."
         However,  this disclosure is in direct conflict with Rick Factor number
         5: "Risk of Losing  Significant  Clients," which states if you "were to
         lose one or more of  these  clients  our  business  could be  adversely
         affected..." Please reconcile this disclosure.

         RESPONSE:  THE DISCLOSURE HAS BEEN  RECONCILED BY REMOVING THE PREVIOUS
         RISK FACTOR NUMBER 5 FROM PAGE 7 OF OUR MOST RECENT FORM 10-SB/A.

Risk Factors:  Risks of Reduced Liquidity of Penny Stocks - page 8

                                       2
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6.       In the last  sentence  of this risk  factor,  you state  that the penny
         stock rules "may affect the ability of purchasers in this  Registration
         Statement  to sell the  securities  in the  secondary  market."  Please
         clarify  who will be  purchasing  securities  pursuant  to this Form 10
         Registration Statement.

         RESPONSE:  THERE ARE NO INDIVIDUALS OR ENTITIES  PURCHASING  SECURITIES
         PURSUANT  TO OUR FORM  10-SB/A.  THE RISK  FACTOR  HAS BEEN  REVISED TO
         REMOVE ANY INFERENCE TO SUCH A PURCHASE BEING MADE IN CONJUNCTION  WITH
         THIS FORM 10-SB/A.

Research and Development - page 8

7.       Please elaborate in this section on your research and development plans
         for the future.  You mention  that you intend to use R&D to "mature the
         business and increase revenues," but do not provide specific disclosure
         about how you intend to do so.

         RESPONSE: ON PAGE 8 OF OUR FORM 10-SB/A FILING, WE HAVE ELABORATED UPON
         AND DISCLOSED OUR RESEARCH AND DEVELOPMENT PLANS FOR THE FUTURE.

Item 2 - Management's Discussion and Analysis or Plan of Operation

8.       Please revise under the appropriate  headings to provide an analysis of
         the changes in financial position and the results of operations between
         all periods presented in the financial statements. Specifically address
         the  changes in gross  profit and related  rations  from the year ended
         March 31, 2004 and to the period ended  December  31, 2004,  describing
         product mix and other changes to  cost/volume  relationships.  Refer to
         Interpretive Release 34-48960 and Item 303 of Regulation S-B.

         RESPONSE: THE FORM 10-SB/A FILING ACCOMPANYING THIS RESPONSE LETTER HAS
         BEEN  REVISED TO INCLUDE  AUDITED  FINANCIAL  STATEMENTS  FOR THE YEARS
         ENDED  MARCH  31,  2005 AND  2004.  THEREFORE,  THE  UNAUDITED  INTERIM
         FINANCIAL  STATEMENTS  FOR THE NINE MONTHS ENDED  DECEMBER 31, 2004 ARE
         INAPPLICABLE FOR THE ANALYSIS REQUESTED IN THIS COMMENT #8. AN ANALYSIS
         OF THE CHANGES IN FINANCIAL POSITIONS AND RESULTS OF OPERATIONS BETWEEN
         THE YEARS ENDED MARCH 31, 2005 AND 2004 HAS BEEN ADDED TO PAGE 9 OF OUR
         REVISED FORM 10-SB/A FILING.

9.       Please revise to provide a comprehensive  discussion of the dynamics of
         your sales and collection  procedures that explains why you factor your
         receivables.   Describe  the  reasons  for  the  gaps  between   sales,
         collections, and required vendor cash payments.

         RESPONSE:  WE HAVE  REVISED  OUR FORM  10-SB/A  ON PAGE 11 TO INCLUDE A
         SEPARATELY  CAPTIONED SECTION  DESCRIBING THE DYNAMICS OF OUR SALES AND
         COLLECTION PROCEDURES AND THE REASONS FOR FACTORING OUR RECEIVABLES.

                                       3
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10.      You state that you are  operating on a cash flow  positive  basis,  but
         your  statement  of cash flows for the nine months  ended  December 31,
         2004 shows an increasing deficit in cash flows from operations.  Please
         revise your discussions to address this inconsistency.

         RESPONSE:  OUR  STATEMENT  OF CASH  FLOWS  FOR THE  NINE  MONTHS  ENDED
         DECEMBER  31,  2004  SHOWED AN  INCREASING  DEFICIT  IN CASH FLOWS FROM
         OPERATIONS; HOWEVER, THERE WAS A NEUTRAL/EVEN CASH FLOW DUE TO THE FACT
         THAT THE CASH TO CONTINUE BUSINESS  OPERATIONS WAS ACQUIRED THROUGH THE
         ISSUANCE OF DEBT, AS WELL AS ADDITIONAL FINANCING  OPERATIONS.  WE HAVE
         REVISED  OUR FORM  10-SB/A  ON PAGE 12 BY  REMOVING  ANY  REFERENCE  TO
         OPERATING ON A CASH FLOW POSITIVE BASIS. PLEASE NOTE THAT THE STATEMENT
         OF CASH FLOWS  SUBMITTED  WITH THE  ACCOMPANYING  FORM 10-SB/A HAS BEEN
         UPDATED FROM OUR PREVIOUS  SUBMISSION TO INCLUDE OUR AUDITED  FINANCIAL
         STATEMENTS FOR THE YEARS ENDED MARCH 31, 2005 AND 2004.

11.      You stated that the individual components of general and administrative
         expense.  However, in your MD&A section, please revise to disaggregate,
         compare and contrast the major components of general and administrative
         expenses for all periods  presented with the comparable  prior periods,
         and explain those differences.

         RESPONSE:  THE COMPARISONS REQUESTED PER THIS COMMENT HAVE BEEN MADE IN
         OUR REVISED FORM 10-SB/A AND ARE LOCATED  THROUGHOUT  ITEM 2 COMMENCING
         ON PAGE 9.

Cost of Sales and Gross Profit - page 9

12.      You state that in September  2004,  you  acquired the customer  list of
         Steiger Meats for common  stock.  Please revise to discuss the value of
         this  transaction  to include  the number of shares of stock  issued in
         this  transaction  and the market price of the common stock issued this
         transaction   as  well  as  the   intangible   asset  created  in  this
         transaction.  Additionally,  please  revise all  relevant  stub  period
         financial  statements  and notes thereto to disclose the accounting for
         this transaction.

         RESPONSE:  WE  HAVE  ADDED  THE  RELEVANT  ACQUISITION  INFORMATION  AS
         REQUESTED IN THIS COMMENT TO PAGE 10 OF OUR REVISED  FORM  10-SB/A.  WE
         HAVE ALSO REVISED ALL RELEVANT  STUB PERIOD  FINANCIAL  STATEMENTS  AND
         NOTES THERETO TO ACCOUNT FOR THIS TRANSACTION.

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

General - page 11

13.      In the first  sentence  of the second  paragraph  of this  section  you
         discuss  revenue  growth  compared to the preceding  quarter but do not
         disclose to which quarters you are referring. Please clarify.

                                       4
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         RESPONSE:  WE HAVE  CLARIFIED  OUR  DISCLOSURE  ON PAGE 11 OF OUR  FORM
         10-SB/A FILING TO COMPARE  REVENUE GROWTH BETWEEN THE YEARS ENDED MARCH
         31, 2005 AND 2004.

Recent Sales of Unregistered Securities - page 19

14.      For each of the transactions in this section, please clarify the number
         of purchasers,  whether the purchasers were accredited or sophisticated
         investors,  which exemption from registration is being claimed, and the
         facts relied upon to make the exemption available.  For example, in the
         first  paragraph,  you claim  you  relied  on  Section  4(2) but do not
         include the number or nature of purchasers nor the facts relied upon to
         make Section 4(2) available.  Similarly,  in the second paragraph,  you
         cite "Rule 5045" of  Regulation D in error.  Please  clarify  which one
         Rule of Regulation D you relied and the facts to support this reliance.
         In the last two  paragraphs,  you have not  provided  any  exemption or
         support for exemption for either transaction.

         RESPONSE:  ON MAY 1, 2004 WE ISSUED 31,607,650 RESTRICTED SHARES OF OUR
         COMMON  STOCK TO  ACQUIRE  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.  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.

         ON JUNE 6, 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 STOCK WERE SOLD AT A PRICE
         OF $0.00025 PER SHARE FOR A TOTAL OF $6,000.00.

                                       5
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         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  WILL END ON JUNE 30,  2005
         UNLESS EXTENDED.

         ON JULY 8, 2005 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.

         IN BOTH THE JUNE 24 AND JULY 8, 2005  CASES,  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." AS NOTED, THE STOCK IS
         RESTRICTED  AND CAN ONLY BE SOLD UNDER THE PROVISIONS OF RULE 144 WHICH
         PROVIDES THAT  SECURITIES SOLD UNDER THE RULE MUST HAVE BEEN FULLY PAID
         FOR AND BENEFICIALLY  OWNED BY THE PERSON SELLING THEM FOR AT LEAST ONE
         YEAR PRIOR TO THE SALE.  IN THE CASE THE STOCK WAS ISSUED FOR SERVICES,
         THE ONE YEAR HOLDING PERIOD DOES NOT BEGIN UNTIL THE SERVICES HAVE BEEN
         COMPLETED.

15.      You state here that you issued  31,607,650  shares of restricted common
         stock to  acquire  MBC  Foods,  Inc.  However,  this  contradicts  your
         disclosure  (in Note 8 to the  financial  statements)  of the amount of
         shares issued to consummate the merger.  Please revise your  discussion
         in this section to accurately reflect the shares issued.

         RESPONSE:  TO ACQUIRE MBC FOODS,  INC., WE ISSUED  31,607,650 SHARES OF
         RESTRICTED  COMMON STOCK PURSUANT TO A STOCK PURCHASE  AGREEMENT  DATED
         MAY 1, 2004. HOWEVER, FOR FINANCIAL REPORTING PURPOSES, THE TRANSACTION
         WAS  RECORDED  AS A  REVERSE  MERGER  AND  SHOWN  ON THE  STATEMENT  OF
         STOCKHOLD