SecProbe.io

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                                 Diamond Ranch
                                     Foods

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

October 25, 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 TWO TO REGISTRATION STATEMENT ON FORM 10-SB
         FILED JULY 15, 2005
         FILE NO. 000-51206

Dear Sir or Madam:

         This  correspondence  is  submitted  in response  to your letter  dated
August 26, 2005  regarding  the July 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:

Description of Business, page 3

1.       You have  stated that no  agreements  were made with the  officers  and
         directors of Jerry's,  Inc.,  and yet,  immediately  subsequent  to the
         acquisition  of MBC Foods,  no officers and directors of Jerry's,  Inc.
         remained part of the company.  Please explain the  circumstances  under
         which MBC officers and directors became the sole directors and officers
         of Jerry's, Inc.

         RESPONSE:  WHEN JERRY'S INC. ACQUIRED MBC FOODS, INC., THE OFFICERS AND
         DIRECTORS OF JERRY'S INC. RESIGNED  IN-ORDER-TO PURSUE PRIVATE BUSINESS
         INTERESTS. AT THAT TIME, THE MBC OFFICERS AND DIRECTORS BECAME THE SOLE
         DIRECTORS AND OFFICERS OF THE COMPANY.

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

General

                                       1

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2.       MD&A is intended to give the  investor  an  opportunity  to look at the
         company  through the eyes of management  by providing  both a short and
         long-term  analysis of the business of the company.  Please revise MD&A
         to discuss and explain the following:

         o        Shrinking gross profit margins.

         o        Future needs for cash.

         o        Means of funding using factoring arrangements.

         o        Plans to achieve profitable operations.

         RESPONSE:  WE HAVE REVISED OUR FORM 10-SB/A TO INCLUDE THE ABOVE POINTS
         THROUGHOUT THE MD&A SECTION STARTING ON PAGE 9.

Cost of Sales and Gross Profit, page 10

3.       Please refer to prior comment #11. We could not locate your analysis of
         general and  administrative  expenses.  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 ANALYSIS OF GENERAL AND ADMINISTRATIVE EXPENSES REQUESTED
         PER THIS  COMMENT  HAS BEEN MADE IN OUR  REVISED  FORM  10-SB/A  AND IS
         LOCATED IN ITS OWN SECTION UNDER ITEM 2 ON PAGE 10.

4.       Please revise to disclose what  impairment  factors  existed during the
         period ended  December  31, 2004 that caused you to conclude  that your
         intangible asset related to the Steiger Meats acquisition  needed to be
         written off. Please refer to SFAS 142.

         RESPONSE:  IN THE  OPINION OF OUR  AUDITORS,  THERE WAS NO VALUE TO THE
         CUSTOMER LISTS AND THE COST OF DETERMINING  THE FAIR MARKET VALUE WOULD
         BE IN EXCESS OF $10,000. THIS AMOUNT WAS DETERMINED TO BE PROHIBITIVELY
         EXPENSIVE AND WAS THEREFORE WRITTEN OFF.

Sales and Collection Procedures, page 11

5.       Please  revise to disclose  the  mechanics  of your  secured  financing
         arrangements. Explain how and why you account for receivables factored.

         RESPONSE:  WE HAVE  REVISED  OUR  FORM  10-SB/A  UNDER  THE  SALES  AND
         COLLECTION  PROCEDURES  SECTION ON PAGE 11 TO DISCLOSE THE MECHANICS OF
         OUR  SECURED  FINANCING  ARRANGEMENTS  AND HOW AND WHY WE  ACCOUNT  FOR
         RECEIVABLES FACTORED.

                                       2
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Going Concern Opinion by Company Auditors, page 13

6.       Please revise to provide  enhanced  disclosure  concerning  your future
         acquisitions including disclosure of the feasibility of raising capital
         through debt or equity transactions given your negative cash flows.

         RESPONSE: WE HAVE REVISED OUR FORM 10-SB/A IN THE LAST PARAGRAPH OF THE
         GOING CONCERN OPINION BY COMPANY AUDITORS SECTION ON PAGE 14 TO PROVIDE
         ENHANCED  DISCLOSURE OF OUR FUTURE  ACQUISITIONS AND OUR FEASIBILITY OF
         RAISING CAPITAL DESPITE OUR NEGATIVE CASH FLOWS.

7.       Please  revise  to  provide  disclosure  of  financing  terms  that are
         expected to be  finalized  in order for your  business to continue as a
         going concern.

         RESPONSE: WE HAVE REVISED OUR FORM 10-SB/A IN THE LAST PARAGRAPH OF THE
         GOING CONCERN OPINION BY COMPANY AUDITORS SECTION ON PAGE 14 TO PROVIDE
         DISCLOSURE  OF THE EXPECTED  FINANCING  TERMS WE INTEND TO FINALIZE FOR
         OUR BUSINESS TO CONTINUE AS A GOING CONCERN.

Recent Sales of Unregistered Securities, page 19

8.       In response  to comment  14, you have  omitted the number and nature of
         purchasers  involved in several of the transactions.  Please review our
         prior comment 14 and revise  disclosure to include this information for
         each  transaction,  including the acquisition that took place on May 1,
         2004.

         RESPONSE:  WE HAVE  REVIEWED  YOUR  PRIOR  COMMENT 14 AND  REVISED  OUR
         DISCLOSURE  IN THIS FORM  10-SB/A TO  INCLUDE  THE NUMBER AND NATURE OF
         PURCHASERS INVOLVED IN THE VARIOUS SALES OF UNREGISTERED SECURITIES.

9.       In response to comment  18, you have  stated that  600,000  shares were
         issued for investor relations services. This contract ended on June 30,
         2005.  Please  disclose  whether this contract has been extended and if
         so, under what terms.

         RESPONSE:  THE CONTRACT ENDED ON JUNE 30, 2005 AND WAS NOT RENEWED.  WE
         HAVE REVISED OUR FORM 10-SB/A ON PAGE 21 TO REFLECT THE  EXPIRATION  OF
         THIS CONTRACT.

10.      In  addition,  in  response  to  comment  18, you have given the stock,
         issued in exchange for  investment  relations  services and in exchange
         for an independent  research  report,  the value of $0.00025 per share.
         Please explain how you determined  this value given your  disclosure on
         page 18  regarding  bids and  quotes  for your  stock  during  the same
         period.

         RESPONSE:  THE STOCK ISSUED IN EXCHANGE FOR INVESTOR RELATIONS SERVICES
         AND FOR THE INDEPENDENT RESEARCH REPORT WAS VALUED AT $0.00025, INSTEAD
         OF THE BID QUOTES  REPORTED  DURING THE SAME TIME  PERIOD,  BECAUSE THE
         STOCK  HAD A  LIMITED  TRADING  HISTORY  AND  MANAGEMENT  FELT THAT THE
         CURRENT  MARKET  PRICE  AT THAT  TIME  WAS NOT  REFLECTIVE  OF A LIQUID

                                       3
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         MARKET.  THE JUNE 3, 2004  SALE TO TEN (10)  ACCREDITED  INVESTORS  WAS
         BASED ON A $0.00025 PER SHARE PRICE,  AND SINCE THE  RESTRICTED  SHARES
         WERE ISSUED TO THE  RESPECTIVE  ENTITIES AT  RELATIVELY  THE SAME TIME,
         MANAGEMENT  FELT IT REASONABLE TO ISSUE THE RESTRICTED  SHARES BASED ON
         THE SAME PER SHARE VALUE AS THAT PAID BY THE ACCREDITED INVESTORS.

Part F/S

General

11.      Please  provide  separate  disclosure  in the  notes  to the  financial
         statements  regarding  your sale of  subsidiary.  Refer to SFAS 144 and
         address the following in your disclosure:

         o        Provide a calculation of the gain on sale.

         RESPONSE: PLEASE NOTE THAT IN THE FINANCIAL STATEMENTS ACCOMPANYING OUR
         REVISED FORM 10-SB/A  SEPARATE  DISCLOSURE HAS BEEN PROVIDED IN NOTE 11
         REGARDING THE SALE OF OUR SUBSIDIARY.

         o        Discuss the facts and  circumstances of the sale. Please frame
                  your discussion in the context of paragraph 30 of SFAS 144.

         RESPONSE:  PLEASE NOTE THAT THE FACTS AND  CIRCUMSTANCES OF THE SALE OF
         OUR  SUBSIDIARY  HAVE  BEEN  DISCLOSED  IN NOTE 11 OF THE  ACCOMPANYING
         FINANCIAL STATEMENTS.

         o        Disclose  how you valued the  assets and  liabilities.  Please
                  frame your  discussion in the context of paragraphs 34 - 37 of
                  SFAS 144.

         RESPONSE:  PLEASE  NOTE  THAT  NOTE  11 OF THE  ACCOMPANYING  FINANCIAL
         STATEMENTS  CONTAINS THE DISCLOSURE OF HOW OUR  ACCOUNTANTS  VALUED THE
         ASSETS AND LIABILITIES OF THE SALE.

         o        Revise your  financial  statements to provide the  disclosures
                  required by paragraphs 41 - 43 of SFAS 144.

         RESPONSE:  OUR ACCOUNTANTS  HAVE REVIEWED  PARAGRAPHS 41-43 OF SFAS 144
         AND DO NOT BELIEVE THAT THESE  PARAGRAPHS  APPLY AS WE ARE STILL IN THE
         SAME BUSINESS AND NO OPERATIONS WERE DISPOSED OF.

Balance Sheets, page F-4

12.      Please tell us why your factoring  line of credit balance  exceeds your
         accounts receivable balance.  Consider this in light of the disclosures
         that you have provided regarding your factoring arrangements.

                                       4
<PAGE>

         RESPONSE:  OUR  ACCOUNTANTS  HAVE MADE THE ADJUSTMENTS TO THE FACTORING
         LINE OF CREDIT  SECTION OF NOTE 6 OF THE BALANCE  SHEET TO SEPARATE THE
         FACTORED PAYABLES FROM THE ADDITIONAL LINE OF CREDIT.

Note 6 - Notes Payable

Factoring Line of Credit, page F-15

13.      You disclose in Note 6 that your factors will purchase  portions of the
         Company's accounts receivable. Please revise your disclosure to clearly
         distinguish your factoring arrangements as either secured financings or
         sales of assets.  Consider how these arrangements meet the requirements
         of SFAS 140 for sales treatment or as deferred financing arrangements.

         RESPONSE:  OUR  ACCOUNTANTS  HAVE REVISED OUR  DISCLOSURE  IN NOTE 6 TO
         CLEARLY DISTINGUISH OUR FACTORING ARRANGEMENTS.

14.      Please  tell us how you  accounted  for the  discount  provided to your
         factor for purchasing accounts receivable.

         RESPONSE:  OUR ACCOUNTANTS  HAVE MADE  ADJUSTMENTS TO NOTE 6 TO ACCOUNT
         FOR  THE  DISCOUNT  PROVIDED  TO OUR  FACTOR  FOR  PURCHASING  ACCOUNTS
         RECEIVABLE.

Note 7- Related Party Transactions, page F-16

15.      Please tell us why you believe  shareholders loans of $199,700 are not,
         in  substance,  capital  contributions.  Consider this in light of your
         deficiencies in liquidity.

         RESPONSE: OUR ACCOUNTANTS HAVE ADJUSTED THE BALANCE SHEET TO RECLASSIFY
         SHAREHOLDERS LOANS IN THE AMOUNT OF $199,700 FROM THE LIABILITY SECTION
         TO THE EQUITY SECTION.

         Thank you for all courtesies and cooperation extended in this matter.

Very truly yours,

DIAMOND RANCH FOODS, LTD.

By: /s/ Joseph Maggio
--------------------------
         Joseph Maggio
         Chairman and CEO

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