UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2008
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 000-51206
DIAMOND RANCH FOODS, LTD. | |
(Name of small business issuer in its charter) | |
Nevada | 20-1389815 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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555 WEST STREET, NEW YORK, NY | 10014 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 807-7600 | |
Securities registered under Section 12(b) of the Exchange Act: | None |
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Securities registered under Section 12(g) of the Exchange Act: | Common stock, par value $0.0001 per share |
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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 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 ¨
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. 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
State issuer’s net revenues for its most recent fiscal year: $11,265,457.
The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 31, 2008 was approximately $1,133,885 based upon the closing price of $0.03 reported for such date on The OTC Bulletin Board.
As of May 20, 2008 the registrant had 64,796,150 outstanding shares of Common Stock.
Documents incorporated by reference: None.
TABLE OF CONTENTS
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PART I |
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Item 1. | Description of Business | 3 |
Item 2. | Description of Property | 8 |
Item 3. | Legal Proceedings | 8 |
Item 4. | Submission of Matter to a Vote of Security Matters | 8 |
PART II |
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Item 5. | Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities | 8 |
Item 6. | Management’s Discussion and Analysis or Plan of Operation | 9 |
Item 7. | Financial Statements | 13 |
Item 8. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 13 |
Item 8A. | Controls and Procedures | 13 |
Item 8A(T). | Controls and Procedures | 13 |
Item 8B. | Other Information | 14 |
PART III |
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Item 9. | Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance With Section 16(a) of the Exchange Act | 14 |
Item 10. | Executive Compensation | 16 |
Item 11. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 17 |
Item 12. | Certain Relationships and Related Transactions, and Director Independence | 17 |
Item 13. | Exhibits | 18 |
Item 14. | Principal Accountant Fees and Services | 18 |
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ITEM 1. DESCRIPTION OF BUSINESS.
Our company was incorporated, as Jerry's Inc., in the State of Florida on November 30, 1942. Prior to it ceasing its operations in 1998, the company catered airline flights and operated coffee shops, lounges and gift shops at airports and other facilities located in Florida, Alabama and Georgia. The company's airline catering services included the preparation of meals in kitchens located at, or adjacent to, airports and the distribution of meals and beverages for service on commercial airline flights. The company also provided certain ancillary services, including, among others, the preparation of beverage service carts, the unloading and cleaning of plates, utensils and other accessories arriving on incoming aircraft, and the inventory management and storage of airline-owned dining service equipment. After ceasing its operations in 1998, the company remained dormant until March of 2004 when we moved our domicile to Nevada and changed our name to Diamond Ranch Foods, Ltd.
We are engaged in the meat processing and distribution industry. Our operations consist of packing, processing, custom meat cutting, portion controlled meats, private labeling, and distribution of our products to a diversified customer base, including, but not limited to; in-home food service businesses, retailers, hotels, restaurants and institutions, deli and catering operators, and industry suppliers.
We became the distributor and processor of the "All American Hamburger" and other meat products through the acquisition of MBC Foods, Inc., a second-generation family owned business on May 1, 2004.
In addition to servicing our customers with a full line of fresh meats, we also produce private-labeled and "branded" hot dogs and meats for the Hebrew National(R) Deli line in the New York Metropolitan area, as well as private-label Sabrett(R) Hamburgers for Marathon Foods.
Our company is located at 555 West Street, New York, NY 10014.
HISTORY AND COMPANY DEVELOPMENT
Our company was originally incorporated in the State of Florida in 1942 as Jerry's Inc. where the company catered airline flights and operated coffee shops, lounges and gift shops at airports and other facilities located in Florida, Alabama and Georgia. The company's airline catering services included the preparation of meals in kitchens located at, or adjacent to, airports and the distribution of meals and beverages for service on commercial airline flights. The company also provided certain ancillary services, including, among others, the preparation of beverage service carts, the unloading and cleaning of plates, utensils and other accessories arriving on incoming aircraft, and the inventory management and storage of airline-owned dining service equipment. Jerry's, Inc. ceased its operation in 1998 and remained dormant until March 2004 when we moved our domicile to Nevada and changed our corporate name to Diamond Ranch Foods, Ltd.
On May 1, 2004 we issued 31,607,650 restricted shares of common stock and acquired 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.
We have undergone no bankruptcy, receivership or similar proceedings.
The cash flow from operations is sufficient to fund capital requirements. However, we will seek to raise additional capital through the sale of common stock to fund the expansion of our company. There can be no assurance that we will be successful in raising the capital required and without additional funds we would be unable to expand our plant, acquire other companies, or exponentially increase our sales volume.
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PRODUCTS AND SERVICES
Our operations are centrally located in the Gansevoort district of New York City, which is located near our current client base and potential new customers.
Products
We offer the following products, which we can prepare either fresh, frozen, or vacuum-packed:
All-American Hamburger:
We offer a proprietary-formulated hamburger called the All American Hamburger. Sizes range from 2 oz. to 12 oz. and come in round, oval, or square, as well as custom shapes.
Hebrew National(R) Line
Quality hot dogs
Seasoned pastramis
Corned Beef
Fresh Meats
Beef, including steaks, roasts and ribs Poultry
Pork
Veal Cutlets
Lamb
Gourmet cheeses, Oils and other food items
Variety Meats
Frog
Quail, Rabbit
Wild game (venison, boar, duck and more)
Custom Cuts and Butchering
Our butchers can process any meats as either traditional cuts or custom orders according to customer specifications. We specialize in timely delivery and service of such custom products, which can include steaks, chops and other meats, with selections from fresh or frozen packaging.
Distribution
Our fleet of refrigerated trucks delivers orders throughout the NY Metropolitan area. We can also ship anywhere from coast to coast via common carrier.
Our delivery truck fleet consists of eight (8) vehicles described as follows:
2006 and 2007 Mitsubishi FE180 Trucks
2004 Mitsubishi FEHD Truck
2002 UD Nissan 1400
Equipment
We lease or own a variety of meat processing equipment, including, but not limited to:
Band Saws
Hamburger Formation Machines
Overwrap Machines
Stainless Steel Tables
Digital Scales
Pallet Jacks
Platform Scales
All of the refrigeration equipment, a combination of approximately 10 compressor units contained within the premises, is owned by the Company.
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Safety
In order to meet the public's expectation for safe food produced in a competitive market environment, we safeguard our products to prevent food safety hazards by adhering to the USDA's Hazard Analysis of Critical Control Points (HACCP) system. Through the years, we have attempted to preserve our reputation and branded products by addressing the vital components of meat processing, such as sanitary plant conditions, regulated processing controls, observance of USDA inspections, and constant monitoring of procedures and standards to guarantee that our systems meet the increasing demands of our customers.
COMPETITION
Our competition can be divided into two (2) primary categories. First, there are the large full line foodservice distributors, such as US Foodservice, Sysco Foods, DiCarlo Distributors, Landmark, and J. Kings. Second, there are the smaller independent jobbers.
Our advantages over the large foodservice distributors are as follows:
1) We have an USDA inspected facility with daily fresh custom cutting of all meats and daily fresh manufacturing of the All American Burger.
2) We make available daily deliveries with less stringent minimum order amounts. Many restaurants in the inner city do not have enough refrigerator or freezer storage space affording them a minimum of 2-3 deliveries per week.
3) We have the flexibility within our location for customers to make "last minute" call-in orders for the same day delivery or second same day deliveries for emergency situations. We have no cut-off times.
4) We purchase our raw product on a daily basis. This allows us to react much faster to fluctuation in market conditions whereby the larger foodservice houses cannot because of enormous inventories.
5) Our overall overhead is lower. The cost of our operations in proportion to our sales volume affords us the ability to be price competitive.
Our advantages over the small independent jobbers are as follows:
1) Since we operate an USDA inspected warehouse that enables us to custom cut and manufacture, we have the ability to eliminate the "middle man" in the chain of supply. We benefit with the additional gross profit because we also act as a supplier of our custom cut, manufactured goods to the independent jobber.
2) We have a facility to store inventory. This allows us to "buy in" during favorable market conditions and thus, be more price competitive.
3) The location of our facility allows us to satisfy last minute and emergency orders. Once the independent jobber vacates the "Meat Market" premises, he is incapable of filling any additional deliveries or providing service to his customers.
4) We have the ability to distribute to large retail accounts based on our USDA Inspection and Product Liability Insurance. We can offer private labeling and custom packaging to any retail chain.
CUSTOMERS
There are no material contracts between the company and any of our customers. We operate an order/invoice method of operations. We have a broad and sizable customer base which does not leave us dependent on any one or even a few customers for revenue. Our largest customer comprises approximately 3.2% of our business, and our second largest comprises approximately 3.0%.
Our customers include:
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TGI Friday's
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Madison Square Garden
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The Hilton Group
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Sparks Steak House
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Sheraton Hotels
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RISK FACTORS
An investment in our securities is highly speculative, involves a high degree of risk and is suitable only for investors with substantial means who can bear the economic risk of the investment for an indefinite period of time, have no need for liquidity of the investment, and have adequate means of providing for their current needs and contingencies. An investment in the securities should be made only by persons able to bear the risk in the event the investment results in a total loss.
1.) RISK OF LOSS OF INVESTMENT DUE TO HIGHLY COMPETITIVE NATURE OF OUR INDUSTRY.
A majority of the meat packing industry is dominated by four multinational firms. Consolidation and low-cost labor have helped these firms dominate the U.S. industry. Labor cuts by these conglomerates have been due to a decline in unionization and increase in the use of immigrant workers. Potential customers may overlook the Company's products and services because of their inability to institute competitive pricing, availability, and favorable delivery methods as compared to those services provided by the dominant industry players.
2.) RISK OF DEPENDENCE ON KEY PERSONNEL.
The Company is dependent on its present officers and directors, primarily Joseph Maggio, Chairman and CEO. The success of the company is dependent on Mr. Maggio and his management team. Should one or more of these individuals cease to be affiliated with the Company before acceptable replacements are found, there could be a material adverse effect on the Company's business and prospects. We depend substantially on the continued services and performance of our senior management and, in particular, their contracts and relationships, especially within the meat, poultry, and food businesses.
3.) RISK OF LOSS OF AVAILABILITY OF RAW MATERIALS.
The success of the business is contingent on a variety of external factors, such as the availability of healthy livestock at reasonable market prices. The possible introduction of disease into the U.S. national cattle herd, whether unintentionally or as a terrorist act, has been a recent consideration by the Department of Homeland Security (DHS). The U.S. slaughters about 35 million head of cattle per year and is the world's largest beef producing country. Should serious disease occur, no matter how dangerous to human health, the results could be catastrophic to the U.S. economy, as well as a possible cessation of business operations for an undetermined period of time.
4.) RISK OF ENVIRONMENTAL CONDITIONS AND BUSINESS CLIMATE.
We are a small to medium-sized processing facility, and we rely on custom manufacturing for area restaurants and growing niche markets of consumers desiring locally-produced foods for revenue. Customers rely on the consistency in both quantity and quality of the company's products and should that diminish in any way, they could seek products from the competition. Such a loss in sales could affect our revenues and our ability to continue operations.
5.) RISK RELATING TO CONTROLLING INTEREST OF INSIDERS/RISK OF NON-INDEPENDENT BOARD OF DIRECTORS
Our Board of Directors is not independent and our Directors and Officers beneficially own approximately 50.55% of our outstanding Common Stock. These insiders will be able to exercise significant influence over all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may also cause delay or prevent change in control even if it is beneficial to our shareholders.
6.) RISK OF FUTURE DILUTION
There are 64,796,150 shares of our common stock issued and outstanding as of March 31, 2008. All of our common stock is freely tradable except for shares beneficially owned by our "affiliates." We cannot be sure what effect, if any, future sales of our common stock, whether or not those sales come from the issuance, for sale, of additional shares or from stock owned by affiliates becoming free trading. Shareholders will experience dilution if the acquisition price per share is higher than the net tangible book value per share.
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7.) RISKS OF REDUCED LIQUIDITY OF "PENNY STOCKS."
The Securities and Exchange Commission has adopted regulations that generally define a "penny stock" as any equity security that has a market price of less than $5.00 per share and that is not traded on a national stock exchange, NASDAQ or the NASDAQ National Market System. Now, or sometime in the future, penny stocks could be removed from NASDAQ or the NASDAQ National Market System or the securities may become subject to rules of the Commission that impose additional sales practice requirements on broker-dealers effecting transactions in penny stocks. In most instances, unless the purchaser is either (i) an institutional accredited investor, (ii) the issuer, (iii) a director, officer, general partner or beneficial owner of more than five percent (5 %) of any class of equity security of the issuer of the any stock that is the subject of the transaction, or (iv) an established customer of the broker-dealer, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's prior written consent to the transaction. Additionally, on any transaction involving a penny stock, the rules of the Commission require, among other things, the delivery, prior to the transaction, of a disclosure schedule prepared by the Commission relating to the penny stock market and the risks associated with investing in penny stocks. The broker dealer also must disclose the commissions payable to both the broker-dealer and registered representative and current quotations for the securities. Finally, among other requirements, monthly statements must be sent to the purchaser of the penny stock disclosing recent price information for the penny stock held in the purchaser's account and information on the limited market in penny stocks. Consequently, the penny stock rules may restrict the ability of broker dealers to sell the securities in any secondary market that may develop.
GOVERNMENT APPROVAL & REGULATION
We have filed Grants of Inspection with the U.S. Department of Agriculture and are approved to operate as an USDA certified meat processing establishment. We currently operate as establishment number "EST. 5099" as indicated inside the USDA mark of inspection displayed on all of our processed meat items and establishment number "EST. P-20622" for our processed poultry items. The USDA considers our business a "Small Plant" operation since we employ a staff of 20-500 personnel.
We adhere to the Hazard Analysis and Critical Control Point (HACCP) system established by the USDA and endorsed by the National Academy of Sciences and the National Advisory Committee on Microbiological Criteria for Foods. The HACCP approach is a system of checks and balances that focuses on identifying and preventing hazards from contaminating food, permits more efficient and effective government oversight on establishments and their compliance of food safety laws on a continuing basis, while placing responsibility on the food manufacturer or distributor for ensuring appropriate food safety.
We comply with the USDA Label Regulations on all packages, containers, and boxes used to transport any meat and/or poultry products; including, but not limited to: Product Name, Product Description, Ingredients, and Nutrition Facts Panel.
Furthermore, we must comply with the Standard Sanitation Operational Procedures (SSOP) that we have developed in accordance with the USDA to prevent direct contamination or adulteration of our products. The SSOPs are implemented and maintained on a daily basis and are relevant to the entire establishment and all shifts of operation. The SSOPs are signed and dated by the individual with overall authority on-site or a member of our management team and are verified for adherence by a USDA certified inspector.
We are a federally-recognized establishment, thus, inspections by a USDA certified inspector occur on a daily basis.
We are not subject to inspection by any city or state authority.
EMPLOYEES
We currently have twenty (20) paid full-time employees. We assess employee relations to be exceptional. Mr. Vucci our President, and the rest of the management team, devote one hundred percent (100%) of their professional time to running our company.
FURTHER INFORMATION
As of the effective date of this Registration Statement we will be required to file certain reports with the Securities and Exchange Commission including Annual Reports (Form 10-KSB), Quarterly Reports (Form 10-QSB) and Current Reports (Form 8-K). A copy of our annual report will be provided to all shareholders and will include an audited balance sheet as of the end of the last fiscal year and audited income, cash flow and stockholders equity statements for the last two fiscal years.
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Our shareholders and the public in general, may read and copy any materials we file at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers. The address of that site is http://www.sec.gov.
ITEM 2. DESCRIPTION OF PROPERTY.
We lease our operating facility from the City of New York on a month-to-month basis. The facility consists of 7,000 sq. ft. with two (2) loading docks on each side of the plant and a separate poultry section.
ITEM 3. LEGAL PROCEEDINGS.
We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
Shares of the Company's common stock are quoted and traded from time to time on the OTC.BB with the trading symbol "DFDR."
The following table sets forth the high and low bid information for the Company’s common stock for each quarter within the two fiscal years. The prices reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
Secondary trading of our shares may be subject to certain state imposed restrictions.
The ability of individual shareholders to trade their shares in a particular state may be subject to various rules and regulations of that state. A number of states require that an issuer's securities be registered in their state or appropriately exempted from registration before the securities are permitted to trade in that state.
From time-to-time we may grant options or warrants, or promise registration rights to certain shareholders. We have no control over the number of shares of our common stock that our shareholders sell. The price of our common stock may be adversely affected if large amounts are sold in a short period of time.
Our shares most likely will be subject to the provisions of Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the "penny stock" rule.
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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 SEC 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 a penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the SEC; 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 issuer's net tangible assets; or exempted from the definition by the SEC. Broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse), are subject to additional sales practice requirements.
For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, monthly statements must be sent to clients disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealers to trade and/or maintain a market in our common stock and may affect the ability of shareholders to sell their shares.
As of April 23, 2008, there were approximately 540 holders of record of our common stock. This number does not include an indeterminate number of shareholders whose shares are held by brokers in street name.
TRANSFER AGENT
We have appointed Signature Stock Transfer, Inc., with offices at 2301 Ohio Drive, Suite 100, Plano, TX 75093, phone number 972-612-4120, as transfer agent for our shares of common stock. The transfer agent is responsible for all record-keeping and administrative functions in connection with the common shares and stock warrants.
DIVIDEND POLICY
We don't plan to pay dividends at this time or anytime soon. The board of directors will decide on any future payment of dividends, depending on our results of operations, financial condition, capital requirements, and any other relevant factors. However, we expect to use any future earnings for operations and in the business.
RECENT SALES OF UNREGISTERED SECURITIES.
None.
ISSUER PURCHASES OF EQUITY SECURITIES
We did not repurchase any of our securities during the year ended Mach 31, 2008.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
ANALYSIS OF OPERATIONS: 2008 AND 2007 RESULTS
SALES
Our revenues from operations for the year ended March 31, 2008 were $11,265,457 compared to $12,750,457 in 2007 which was generated from the sale of our meat products and services. The decrease was due to reductions in sales to customers which were less profitable than our goals, as well as increased competition. The decrease was 11.7% or $1,485,000.
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COST OF SALES AND GROSS PROFIT
Our cost of sales for the year ended March 31, 2008 was $8,745,053, generating a gross profit of $2,520,404. (22.37%).
Our gross profit has increased from 3.8% from the prior year ended March 31, 20067 Management expects gross profits to increase as revenues increase and the cost of sales decrease. The decrease in costs can be attributed to many factors, including, but not limited to better purchasing methods, better mix of product sales generating higher profits and better management control.
We have operated on the same margins with no changes in the types of products sold or services provided from one period to the next. We attribute our growth to new customers and sales accounts and a higher volume of products being sold through these means. The addition to our customer base was achieved by increased sales efforts made by our management team through standard marketing procedures, such as in-person sales visits and demonstrations and "warm" referrals through existing clientele. Increases in revenue can also be attributed to existing clients, who are responsible for managing multiple hotel and restaurant chains.
GENERAL AND ADMINISTRATIVE
Our Payroll expenses for the year ended March 31, 2008 was $1,001,102, which was an increase of $119,737 over the amount of $881,365 for the year ended March 31, 2007. This increase is attributable to general increase in salaries based on inflation as well as an increase in support staff.
Our Factoring expense for the year ended March 31, 2008 was $191,504, which was a decrease of $182,678 from the amount of $374,182for the year ended March 31, 2007. This decrease is mainly attributable to the change in factoring companies and overall reduction in receivables. .
Our rent expense for the year ended March 31, 2008 was $213,927which was a decrease of $16,875 over the year ended March 31, 2007. Truck rentals decrease from $125,248 in 2007 to $122,110 in 2007. Also an off site freezer rental was ceased saving $13,000.
Our Sales Commission for the year ended March 31, 2008 was $367,330, which was a decrease of $6,148 over the amount for the year ended March 31, 2007. This decrease is attributable to less sales volume.
General and Administrative costs decreased to $1,048,542 from $1,289,314 or $240,772 mainly due to the following:
Bank charges decreased to $25,323 from $110,750 or $85,427 mainly due to the fact that the Company was able to maintain higher cash balances.
Maintenance costs decreased to $48,507 from $105,580 or $57,073 as the Company was able to replace aging equipment.
Utilities decreased $59,636 as the Company was able to change carriers.
NET LOSS FROM OPERATIONS
The Company’s loss form operations decreased to $374,258 form $872,113 or $497,855 mainly due to better margins and reduction of expenses indicated above.
PLAN OF OPERATION
For the next twelve months we plan to operate the business using our current methods, which include borrowing and factoring. We are able to satisfy our cash requirements, material commitments, and applicable filing fees anticipated under our obligations of the Exchange Act.
We intend to continue using an invoice factoring company in the short-term and over the next 12 months to fund our accounts receivable. We expect to finalize an agreement with a purchasing agent which would provide better terms for purchasing of our goods which could substantially effect our gross profit in a positive way, enabling us to become profitable.
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LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2008, the Company had negative working capital of $983,681. The Company's continued existence is dependent upon its ability to execute its operating plan, and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company.
Management plans include acquiring existing businesses in our industry, evaluating and introducing new product lines, and obtaining financing to provide working capital. We are actively pursuing alternatives, although no firm commitments have been obtained. In the interim, shareholders have committed to meeting our operating expenses. Although management believes these efforts will be successful, there is no assurance any of these efforts will succeed.
The Company has been meeting its capital requirements through the sale of its Common Stock, Notes Payable, Factoring of Receivables, and Related Party Loans.
For the twelve months ended March 31, 2008, the Company's cash used in operating activities totaled $442,019. Cash provided by investing activities was $1,273,604, and cash used for financing activities was $810,794.
The company has also consolidated its sales and marketing force and implemented a commission-based sales force tied to performance. The company plans to augment its current growth by identifying strategic regional acquisition targets with strong local and regional brand recognition.
ACQUISITIONS
We will need to raise additional funds should management decide to acquire existing like-minded businesses. Certain candidates have been identified however no definitive agreements exist. We have targeted several businesses for acquisition in New York City. We would acquire 100% of the stock and operations of these entities, including, without limitation, all rights, title know-how, assignment of property leases, equipment, furnishings, inventories, processes, trade names, trademarks, goodwill, and other assets of every nature used in the entities' operations.
All of the facilities that may be acquired are centrally located within the historic Gansevoort market in lower Manhattan, thus affording the company the ability to take advantage of the economies of scale for delivery, purchasing, and other daily operating responsibilities.
If we were successful in raising funds through the sale of our common stock, and will be able to enter into negotiations for the purchase of any and/or all of the selected businesses, initially no changes in day-to-day operations in any acquired facilities would be necessary.
No negotiations have taken place, and no contracts have been entered into, to purchase any such businesses described herein. We assume that if such purchase(s) were to be completed, additional funds would be required to renovate the existing facilities, as well as improve or replace machinery as prescribed by the existing landlord or pursuant to USDA regulation.
We expect to become profitable within the next twelve months based on our current growth trend. If sales continue to increase, we may elect to purchase/lease one (1) or more pieces of new equipment depending on inflated product demand. However, no new equipment is necessary to satisfy current operations or anticipated sales order increases within the next twelve months.
We do not anticipate hiring new paid full-time employees within the next twelve months. However, we would consider hiring commission-based salespeople should the opportunity arise.
TRENDS
Although restaurant menus follow public consumption trends, the Company supplies a wide variety of specialty products and cuts to its customers. The selection of value-added products can be adjusted to consumer trends very easily. These items typically produce higher margin returns. The Company inventories many products, so if beef preferences increase and poultry preferences decrease, Company sales would shift by item but remain stable by volume. The Company would preserve its financial condition should public consumption trends change by adjusting its inventory and buying cycles.
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Management has perceived a variety of recent trends that have had a material impact on our current revenues and our projected revenues for the coming quarters. Meat consumption has dramatically increased overall due to dieting habits; most famously known is The Atkins Diet, as well as other diets, that emphasize high-protein, low-carbohydrate intake. These diets suggest eating meats, including red, instead of high carbohydrate foods, and specifically recommend avoiding refined carbohydrates. High protein consumption has become a part of American culture, more than a societal tendency, in that in order to meet increasing customer requests for low-carb type items, one of our customers, TGI Friday's, has become an Atkins Nutritional Approach partner by featuring a selection of Atkins-approved menu items. We consider that the market research conducted by this customer was ample to effectuate such a menu change and concurs with our perception that the demand for beef, poultry, and other meats is a continuing and upwards trend. We substantiate the same claims through our own customers' purchasing trends which are evidenced by our increased revenues. The marketplace also indicates that poultry consumption is rising steadily. In order to maximize this trend, we are expanding our pre-cooked poultry offerings to all food providers, as well as those without full-service cooking establishments. Aside from the lack of a cooking facility, many purveyors seek pre-cooked poultry for safety reasons since these products offer a significantly low safety risk at causing bacterial cross-contamination. We offer pre-cooked items currently, and feel that making the investment to market these products under own branded name will increase our revenue due to heightened product awareness and our reputation for quality-conscious production methods.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
GOING CONCERN OPINION BY COMPANY AUDITOR
The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company has incurred a net loss for the years ended March 31, 2008 and 2007. These conditions raise substantial doubt as to the Company's ability to continue as a going concern.
The Company's continued existence is dependent upon its ability to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company.
Management plans include acquiring additional meat processing and distribution operations and obtaining additional financing to fund payment of obligations and to provide working capital for operations and to finance future growth. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained. In the interim, shareholders of the Company have committed to meeting its operating expenses. Management believes these efforts will generate sufficient cash flows from future operations to pay the Company's obligations and realize other assets. There is no assurance any of these transactions will occur.
Management does not consider our auditor's going concern opinion problematic because we have evaluated operating practices during the years ended 2008 and 2007, and have made modifications to our present-day operations accordingly. We feel our attempts to be more efficient have proven viable since our cost of sales for the year ended March 31, 2008 have decreased compared to those for the year ended March 31, 2007. With a continuous increase in revenues and the continued implementation of stringent purchasing controls, we believe further increases in gross profit will occur, leading to a reduced net loss, with net profit to ultimately follow. We anticipate this trend to continue, however, if a downturn in revenues should occur, or cost of goods increased due to factors outside our control, and operating expenses were unable to be paid through cash flow from operations, our executive officers have committed to contribute capital, or waiver their salaries to offset these expenses.
We intend to expand our business primarily through acquisitions, which would require obtaining debt or equity financing as is indicated in our auditor's going concern opinion. In preparation for such expansion, we have engaged in several substantive discussions with prospective equity investors. Although no terms have been finalized or contracts signed, several investors have showed strong interest in funding our business. We expect to raise capital either through a debt or equity transaction, despite our negative cash flows because the terms of the capital raise would be subject and pursuant to the merit of each acquisition candidate. The acquisitions contemplated are all profitable companies and are engaged in a similar business so economies of scale will also allow our company, as the parent company, to benefit from the elimination of negative cash flow due to the incorporation of the acquisition into our business. Favorable financing terms would consist of a convertible debenture with an interest rate in the range of 6-8%. We would insist on a fixed conversion price converting the debt into common stock at a par with the current market price or at a premium to it.
12
ITEM 7. FINANCIAL STATEMENTS
Our financial statements for the fiscal years ended March 31, 2008 and 2007 have been examined to the extent indicated in their reports by Gruber & Company LLC, independent certified public accountants. The financial statements have been prepared in accordance with generally accepted accounting principles, pursuant to Regulation S-B as promulgated by the SEC, and are included herein beginning immediately preceding the signature page to this report.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None
Item 8A. CONTROLS AND PROCEDURES.
Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this annual report. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not effective, for the reasons discussed below, in timely alerting him to material information relating to us required to be included in our periodic SEC filings.
Item 8A(T).
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting and for the assessment of the effectiveness of internal control over financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of the financial statements in accordance with generally accepted accounting principles.
Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and the receipts and expenditures of company assets are made and in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.
13
Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of a change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In connection with the preparation of our annual financial statement, our management has undertaken an assessment of the effectiveness of our internal control over financial reporting as of March 31, 2008, based on the criteria set forth in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon the evaluation, management concluded that our internal control over financial reporting was not effective as of March 31, 2008. Our principal executive officer and principal financial officer concluded that we have material weaknesses in our internal control over financial reporting for the following reasons:
·
Certain control procedures were unable to be verified due to performance of the procedure not being sufficiently documented. As an example, some procedures requiring review of certain reports could not be verified due to there being no written notation on the report by the reviewer. Because we were unable to verify these procedures, we conclude that as of March 31, 2008 there were control deficiencies related to the preparation and review of our interim and annual consolidated financial statements, in particular with respect to certain account reconciliations, journal entries and spreadsheets, and the authorization of sales transactions and customer billing rates.
·
Certain of our personnel had access to various financial application programs and data that was beyond the requirements of their individual job responsibilities.
·
We did not maintain a level of personnel sufficient to execute certain computing controls over our information technology structure.
·
We did not maintain adequate segregation of duties within certain areas impacting our financial reporting.
While these control deficiencies did not result in any audit adjustments to our 2008 interim or annual financial statements, it could result in a material misstatement to our interim or consolidated financial statements that would not be prevented or detected, and therefore we have determined that these control deficiencies constitutes a material weakness.
To the extent reasonably possible given our resources, we will seek the advice of outside consultants and utilize internal resources to implement additional internal controls to address the above identified material weaknesses. We are taking steps to implement additional review and approval procedures applicable to our financial reporting process, and are in the planning phase of creating and implementing new information technology policies and procedures related to controls over information technology operations, security and change management.
Through these steps, we believe that we are addressing the deficiencies that affected our internal control over financial reporting as of March 31, 2008. Because the remedial actions require upgrading certain of our information technology systems, relying extensively on manual review and approval processes, and possibly hiring of additional personnel, we may not be able to conclude that these material weaknesses have been remedied until these controls have been successfully operation for some period of time.
This annual report does not include an attestation report of the company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s independent registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.
ITEM 8B. OTHER INFORMATION
None/Not Applicable.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNENCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The following table sets forth certain information regarding our current directors and executive officers:
| Name | Age | Position |
| Joseph Maggio | 50 | Chairman and Chief Executive Officer |
| Louis Vucci, Jr. | 39 | President and Director |
| Philip Serlin | 66 | Chief Operations Officer and Director |
| William DeMarzo | 51 | Chief Financial Officer |
Joseph Maggio, Chairman, Chief Executive Officer, Director
Mr. Joseph Maggio has been our Chairman, CEO, and Director since March 8, 2004. Prior to this date, Mr. Maggio was employed by MBC Foods, Inc. as a purchasing agent, salesman, and manager of plant employees.
Mr. Maggio devotes 100% of his time as our Chairman and Chief Executive Officer.
14
Louis Vucci, Jr., President, Director
Mr. Louis Vucci, Jr. has been our President and Director since March 8, 2004. Since 1990, Mr. Vucci was President of Vucci Foods, Inc., a meat distribution company, whose operations were integrated into MBC Foods, Inc. in 2003. Mr. Vucci specialized in sales account management and expansion.
Mr. Vucci devotes 100% of his time as our president.
Philip Serlin, Chief Operations Officer, Director
Mr. Philip Serlin has been our Chief Operations Officer and Director since March 8, 2004. Mr. Serlin became the Chief Operations Officer of MBC Foods, Inc. in 1999 after he integrated his company, PHS Ship Supply Corp., a hamburger and chop meat processing company, into the operations of MBC Foods, Inc.
Mr. Serlin devotes 100% of his time as Chief Operations Officer.
William DeMarzo, Chief Financial Officer
Mr. William DeMarzo has been our Chief Financial Officer since March 8, 2004. Prior to this date, Mr. DeMarzo was employed by MBC Foods, Inc. since 1986 where he worked in the capacity of Controller.
Mr. DeMarzo holds a B.B.S. in Finance and an M.B.A. in Marketing and Management.
Mr. DeMarzo devotes 100% of his time as our Chief Financial Officer.
DIRECTOR COMPENSATION
Three (3) of our directors are also employees, but are not compensated for their duties performed as directors.
TERM OF OFFICE
The directors named above will serve until the next annual meeting of our shareholders. In absence of an employment agreement, officers hold their positions at the satisfaction of the Board of Directors.
FAMILY RELATIONSHIPS
The familial relationships existing between the directors and officers are as follows:
|
1. William DeMarzo, Chief Financial Officer is the brother-in-law of Joseph Maggio, Chairman, CEO, and Director . |
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
None of our directors or executive officers has, during the past five years,
1. had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time,
2. been convicted in a criminal proceeding and none of our directors or executive officers is subject to a pending criminal proceeding,
3. been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities, or
4. been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
15
AUDIT COMMITTEE FINANCIAL EXPERT
The Company's board of directors does not have an "audit committee financial expert," within the meaning of such phrase under applicable regulations of the Securities and Exchange Commission, serving on its audit committee. The board of directors believes that all members of its audit committee are financially literate and experienced in business matters, and that one or more members of the audit committee are capable of (i) understanding generally accepted accounting principles ("GAAP") and financial statements, (ii) assessing the general application of GAAP principles in connection with our accounting for estimates, accruals and reserves, (iii) analyzing and evaluating our financial statements, (iv) understanding our internal controls and procedures for financial reporting; and (v) understanding audit committee functions, all of which are attributes of an audit committee financial expert. However, the board of directors believes that there is not any audit committee member who has obtained these attributes through the experience specified in the SEC's definition of "audit committee financial expert." Further, like many small companies, it is difficult for the Company to attract and retain board members who qualify as "audit committee financial experts," and competition for these individuals is significant. The board believes that its current audit committee is able to fulfill its role under SEC regulations despite not having a designated "audit committee financial expert."
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Company does not have a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. Accordingly, the Company's executive officers and directors and persons who own more than 10% of its equity securities are not subject to the beneficial ownership reporting requirements of
Section 16(a) of that Act. However, although not required, certain of such persons do file beneficial ownership reports with the Securities and Exchange Commission.
To the best of our knowledge and based solely upon our review of the reports filed and submitted to the Company during the fiscal year ended March 31, 2008, the Company believes that all reports were timely filed by such persons.
ITEM 10. EXECUTIVE COMPENSATION.
The following table provides certain summary information concerning the compensation earned by the named executive officers for the year ended March 31, 2008, for services rendered in all capacities to Diamond Ranch Foods, Ltd.:
Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
Joseph Maggio Chairman and CEO | $135,000 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | $135,000 |
|
|
|
|
|
|
|
|
|
|
Louis Vucci, Jr. President | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
|
|
|
|
|
|
|
|
|
|
Philip Serlin COO | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
|
|
|
|
|
|
|
|
|
|
William DeMarzo CFO | $78,000 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | $78,000 |
|
| |
| ||
We do not have a long term incentive plan or arrangement of compensation with any individual in the group of officers and directors.
16
EMPLOYMENT AGREEMENTS
None of our executive officers has an employment agreement with us.
STOCK OPTION GRANTS AND EXERCISES
We granted no stock options to any of our officers or directors.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth, a information regarding the beneficial ownership of our common stock with respect to each of our executive officers, each of our directors, each person known by us to own beneficially more than 5% of the common stock, and all of our directors and executive officers as a group. Each individual or entity named has sole investment and voting power with respect to shares of common stock indicated as beneficially owned by them, except where otherwise noted.
Name and Address (1) | Number of Shares Beneficially Owned(2) | Class | Percentage Beneficially Owned(3) |
Joseph Maggio Chairman and Chief Executive Officer | 11,200,000 | Common | 17% |
Louis Vucci, Jr. President and Director | 13,800,000 | Common | 21% |
Philip Serlin Chief Operations Officer and Director | 1,000,000 | Common | 2% |
William DeMarzo Chief Financial Officer | 1,000,000 | Common | 2% |
All Officers and Directors as a group (4 in number) | 27,000,000 | Common | 42% |
(1) Unless otherwise stated, the address of all persons is 555 West Street, New York, NY 10014.
(2) The information contained in this table with respect to beneficial ownership reflects "beneficial ownership" as defined in Rule 13d-3 under the Exchange Act. All information with respect to the beneficial ownership of any shareholder has been furnished by such shareholder and, except as otherwise indicated or pursuant to community property laws, each shareholder has sole voting and investment power with respect to shares listed as beneficially owned by such shareholder. Pursuant to the rules of the Commission, in calculating percentage ownership, each person is deemed to beneficially own shares subject to options or warrants exercisable within 60 days of the date of this Filing, but shares subject to options or warrants owned by others (even if exercisable within 60 days) are deemed not to be outstanding.
(3) The above percentages are based on 64,796,150 shares of common stock outstanding as of March 31, 2008.
CHANGES IN CONTROL
We are unaware of any contract or other arrangement, the operation of which may, at a subsequent date, result in a change in control of our Company. Presently in the by-laws there are no provisions that could delay a change in control of the Company.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
As of March 31, 2008, shareholders have advanced the Company $63,554 payable on demand and do not carry an interest rate. This transaction has been recorded in the accompanying financial statements as a liability
As of March 31, 2008, we have an outstanding note payable to Berkshire Capital Management Co., Inc., a shareholder, in the amount of $1,919,103. The note is payable in lump-sum including interest at 5% on September 30, 2009. Interest on the notes began accruing on September 30, 2004. We considered the terms of this loan to be more beneficial than any other loans that might have been available from third parties at that time.
17
To the best of our knowledge, there are no other transactions involving any Director, Executive Officer, any nominee for election as a Director or Officer, or any 5% shareholder who is a beneficial owner or any member of the immediate family of the same.
Diamond Ranch Foods, Ltd.’s officers and directors are subject to the doctrine of corporate opportunities only insofar as it applies to business opportunities in which the Company has indicated an interest, either through its proposed business plan or by way of an express statement of interest contained in the Company’s minutes. If directors are presented with business opportunities that may conflict with business interests identified by the Company, such opportunities must be promptly disclosed to the Board of Directors and made available to the Company. In the event the Board shall reject an opportunity that was presented to it and only in that event, any of the Company’s officers and directors may avail themselves of such an opportunity. Every effort will be made to resolve any conflicts that may arise in favor of the Company. There can be no assurance, however, that these efforts will be successful.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits Required by Item 601 of Regulation S-B:
3.1 Articles of Incorporation - Previously filed.
3.2 Corporate Bylaws - Previously filed.
99(a) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. - Filed herewith.
99(b) Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. - Filed herewith.
ITEM 14. PRINCIPAL ACCOUNTANT FEES & SERVICES.
The following is a summary of the fees billed to us by Gruber & Company our principal accountant, for professional services rendered during the years ended March 31, 2008 and 2007:
Services |
| 2008 |
|
| 2007 |
|
|
|
|
|
|
Audit Fees | $ | 10,000 |
| $ | 10,000 |
Audit-Related Fess |
| - |
|
| - |
Tax Fees |
| - |
|
| - |
Total | $ | 10,000 |
| $ | 10,000 |
AUDIT FEES. Consist of fees billed for professional services rendered for the audits of our consolidated financial statements included in our annual report, reviews of our interim consolidated financial statements included in quarterly reports, other services performed in connection with filings with the Securities and Exchange Commission and related comfort letters and other services that are normally provided by Robison, Hill & Company in connection with statutory and regulatory filings or engagements.
TAX FEES. Consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and local tax compliance and consultation in connection with various transactions and acquisitions.
ALL OTHER FEES. Consist of fees billed for products and services provided by the principal accountant other than Audit Fees, Audit-Related Fees and Tax Fees.
18
DIAMOND RANCH FOODS, LTD.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2008 AND 2007
C O N T E N T S
Report of Independent Registered Public Accounting Firm
F-3
Balance Sheets
F-4
Statements of Operations
F-5
Statements of Comprehensive Income
F-6
Statements of Stockholders’ Equity
F-7
Statements of Cash Flows
F-8
Notes to the Financial Statements
F-9
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
THE BOARD OF DIRECTORS AND SHAREHOLDERS OF DIAMOND RANCH FOODS, LTD.
We have audited the accompanying balance sheet of Diamond Ranch Foods, Ltd. as of March 31, 2008 and 2007 and the related statements of operations, comprehensive loss, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform our audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Diamond Ranch Foods, Ltd. as of March 31, 2008 and 2007 and the results of its' operations and its' cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Comp any will continue as a going concern. As discussed in note 1 to the financial statements, the Company has suffered recurring losses from operations that raise substantial doubt about it ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.
Gruber & Company, LLC
Lake Saint Louis, Missouri
May 5, 2008
F-3
DIAMOND RANCH FOODS, LTD.
BALANCE SHEETS
DIAMOND RANCH FOODS, LTD
STATEMENTS OF OPERATIONS
|
|
| ||
|
| March 31, | ||
|
| 2008 | 2007 | |
|
|
|
|
|
Revenues | $ | 11,265,457 | $ | 12,750,457 |
Cost of Goods Sold |
| 8,745,053 |
| 10,383,430 |
|
|
|
|
|
Gross Profit | $ | 2,520,404 | $ | 2,367,027 |
|
|
|
|
|
Expenses: |
|
|
|
|
Payroll |
| 1,001,102 |
| 881,365 |
Factoring Fee |
| 191,504 |
| 374,182 |
Rent Expense |
| 213,927 |
| 230,802 |
Depreciation & Amortization |
| 72,257 |
| 89,729 |
General & Admin. |
| 1,048,542 |
| 1,289,314 |
Sales Commission |
| 367,330 |
| 373,478 |
|
|
|
|
|
Total Expenses | $ | 2,894,662 | $ | 3,239,140 |
|
|
|
|
|
Net (Loss) from Operations |
| (374,258) |
| (872,113) |
|
|
|
|
|
Other Income (Expense):
|
|
|
|
|
Interest Income and other |
| 70,074 |
| 15,040 |
Realized Loss on Securities |
| (1,284,856) |
| (35,570) |
Interest and financing Expense |
| (304,970) |
| (86,525) |
|
|
|
|
|
Net Income (Loss) | $ | (1,894,010) | $ | (979,168) |
|
|
|
|
|
Basic & Diluted (Loss) Per Share | $ | (0.03) | $ | (0.02) |
|
|
|
|
|
Weighted Avg. Shares Outstanding |
| 67,524,368 |
| 63,530,397 |
The accompanying notes are an integral part of these financial statements.
F-5
DIAMOND RANCH FOODS, LTD
STATEMENTS OF COMPREHENSIVE INCOME
|
|
| ||
|
| March 31, | ||
|
| 2008 |
| 2007 |
|
|
|
|
|
Net Loss | $ | - | $ | (979,168) |
Unrealized Loss on Securities |
| - |
| (360,745) |
|
|
|
|
|
Comprehensive Loss | $ | - | $ | (1,339,913) |
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-6
DIAMOND RANCH FOODS, LTD |
|
| |||||||||||||
Statements of Stockholders' Equity (Deficit) |
| ||||||||||||||
|
|
|
|
|
|
|
|
| Additional |
| Retained |
| Treasury Stock/ |
|
|
| Preferred Stock |
| Common Stock |
| Paid-in |
| Earnings |
| Sub |
|
| ||||
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| (Deficit) |
| Debt |
| Total |
Balance, April 1, 2006 | - | $ | - |
| 57,696,150 | $ | 5,769 |
| 1,116,634 | $ | (3,866,266) | $ | 492,100 | $ | (2,251,763) |
Shares issued for cash | - |
| - |
| 8,950,000 |
| 896 |
| 830,104 |
| - |
| - |
| 831,000 |
Shares issued for services | - |
| - |
| 2,250,000 |
| 225 |
| 197,275 |
| - |
| - |
| 197,500 |
Reduction of Debt | - |
| - |
| - |
| - |
| - |
|
|
| (219,546) |
| (219,546) |
Shareholder contributions | - |
| - |
|
|
|
|
| 1,793,376 |
|
|
|
|
| 1,793,376 |
Net Loss | - |
| - |
| - |
| - |
| - |
| (979,168) |
| - |
| (979,168) |
Balance March 31, 2007 | - |
| - |
| 68,896,150 |
| 6,890 |
| 3,937,389 |
| (4,845,434) |
| 272,554 |
| (628,601) |
Shares recinded | - |
| - |
| (3,000,000) |
| (300) |
| (299,700) |
| - |
| (272,554) |
| (572,554) |
Shares for services | - |
| - |
| 150,000 |
| 15 |
| 3,485 |
| - |
| - |
| 3,500 |
Purchase of treasury shares | - |
| - |
| (1,250,000) |
| (125) |
| 125 |
|
|
| (100,000) |
| (100,000) |
Preferred shares issued as financing costs | 5,284,000 | $ | 528 |
| - | $ | - |
| 157,992 | $ | - | $ | - | $ | 158,520 |
Net Loss |
|
|
|
|
|
|
|
|
|
| (1,894,010) |
|
|
| (1,894,910) |
Balance March 31, 2008 | 5,284,000 | $ | 528 |
| 64,796,150 | $ | 6,480 |
| 3,799,291 | $ | (6,739,444) | $ | (100,000) | $ | (3,033,145) |
The accompanying notes are an integral part of these financial statements. |
|
| |||||||||||||
F-7
DIAMOND RANCH FOODS, LTD
STATEMENTS OF CASH FLOWS
DIAMOND RANCH FOODS, LTD
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2008 AND MARCH 31, 2007
NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN
The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company has incurred a net loss for the year ended March 31, 2008 and has a negative equity. These conditions, among others, raise substantial doubt as to the Company's ability to continue as a going concern.
The Company's continued existence is dependent upon its ability to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company.
Management plans include acquiring additional meat processing and distribution operations and obtaining additional financing to fund payment of obligations and to provide working capital for operations and to finance future growth. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained. In the interim, shareholders of the Company have committed to meeting its operating expenses. Management believes these efforts will generate sufficient cash flows from future operations to pay the Company's obligations and realize other assets. There is no assurance any of these transactions will occur.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Florida on November 30, 1942 under the name Jerry's Inc. The Company ceased all operating activities during the period from January 1, 1998 to March 8, 2004 and was considered dormant. On March 8, 2004 the Company changes its domicile to the State of Nevada. On March 30, 2004, the company changed its name to Diamond Ranch Foods, Ltd.
On May 1, 2004, the shareholders of the Diamond Ranch Foods, Ltd. (formerly Jerry's Inc.) completed a stock purchase agreement with MBC Foods, Inc., a Nevada corporation. The merger was accounted for as a reverse merger, with - MBC Foods, Inc. being treated as the acquiring entity for financial reporting purposes. In connection with this merger, Diamond Ranch Foods, Ltd. (formerly Jerry's Inc.) issued 31,607,650 shares of common stock for the acquisition of MBC Foods, Inc. which was recorded as a reverse merger and shown on the Statement of Stockholders Equity as a net issuance of 25,692,501 shares.
For financial reporting purposes, MBC Foods, Inc. was considered the new reporting entity.
Nature of Business
The Company is a meat processing and distribution company located in the historic Gansevoort "meatpacking district" in lower Manhattan, NY. The Companies operations consist of packing, processing, labeling, and distributing products to a customer base, including, but not limited to; in-home food service businesses, retailers, hotels, restaurants, and institutions, deli and catering operators, and industry suppliers.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
This summary of accounting policies for Diamond Ranch Foods, Ltd. is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
Use of Estimates
The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. In preparing the financial statements, management is required to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheet and statement of operations for the year then ended. Actual results may differ from these estimates. Estimates are used when accounting for allowance for bad debts, collect ability of accounts receivable, amounts due to service providers, depreciation and litigation contingencies, among others.
F-9
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
Revenue recognition
The Company derives its revenue from the sale of meat products, and the revenue is recognized when the product is delivered to the customer.
Concentration of Credit Risk
The Company has no significant off-balance sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.
Fixed Assets
Fixed assets are recorded at cost. Major renewals and improvements are capitalized, while maintenance and repairs are expensed when incurred. As of December 31, 2007, depreciation is computed as follows:
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| Accumulated |
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| Cost | Method | Life | Depreciation | Net |
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Leasehold Improvements | $269,906 | Strait Line | 10 Years | 151,204 | 118,702 |
Equipment | 317,812 | Strait Line | 3-5 Years | 287,381 | 30,431 |
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|
|
|
|
| $587,718 |
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| $438,585 | $149,133 |
Total depreciation expense for the year ended March 31, 2008 and 2007 was $72,257 and $89,729 respectively.
F-10
Earnings per Share
Basic gain or loss per share has been computed by dividing the loss for the period applicable to the common stockholders by the weighted average number of common shares outstanding during the years. There are no dilutive outstanding common stock equivalents as of March 31, 2008 and 2007.
Income Taxes
The Company accounts for income taxes under the provisions of SFAS No.109, "Accounting for Income Taxes." SFAS No.109 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets and liabilities.
Comprehensive Loss
The Company has had comprehensive losses which is the difference between the market price of securities received and their value at the balance sheet date. .
Inventory
Inventory consists of finished meat products, and is valued at the lower of cost, determined on the first-in, first-out basis (FIFO), or market value.
Marketable Securities
Marketable securities consist of publicly-traded securities that are classified as available-for-sale securities. On the balance sheet, available-for-sale securities are classified as current assets. Available-for-sale securities are recorded at fair market value based upon quoted market prices. Unrealized gains and losses, net of related income taxes , are recorded in accumulated other comprehensive income (loss) in stockholders’ equity (deficit).
Realized gains and losses from the sale of available-for-sale securities are recorded in other income (expense) and are computed using the specific identification method. During the year ended March 31, 2008, the Company sold available-for-sale securities for a realized loss of $1,284,856, which is included in other income (expense).
The Company’s policy for assessing recoverability of its available-for-sale securities is to record a charge against net earnings when the Company determines that a decline in the fair value of a security drops below the cost basis and judges that decline to be other-than-temporary.
Advertising
Advertising costs are expensed as incurred.
Recent Accounting Pronouncements
In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (FAS 141(R)). This Statement provides greater consistency in the accounting and financial reporting of business combinations. It requires the acquiring entity in a business combination to recognize all assets acquired and liabilities assumed in the transaction, establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed, and requires the acquirer to disclose the nature and financial effect of the business combination. FAS 141(R) is effective for fiscal years beginning after December 15, 2008. We will adopt FAS 141(R) no later than the first quarter of fiscal 2010 and are currently assessing the impact the adoption will have on our financial position and results of operations.
In December 2007, the FASB issued SFAS No. 160. Noncontrolling Interests in Consolidated Financial Statements (FAS 160). This Statement amends Accounting Research Bulletin No. 51, Consolidated Financial Statements, to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. FAS 160 is effective for fiscal years beginning after December 15, 2008. We will adopt FAS 160 no later than the first quarter of fiscal 2010 and are currently assessing the impact the adoption will have on our financial position and results of operations.
F-11
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, which permits entities to choose to measure at fair value eligible financial instruments and certain other items that are not currently required to be measured at fair value. The standard requires that unrealized gains and losses on items for which the fair value option has been elected be reported in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We will adopt SFAS No. 159 no later than the first quarter of fiscal 2009. We are currently assessing the impact the adoption of SFAS No. 159 will have on our financial position and results of operations.
NOTE 3-MARKETABLE SECURITIES
In February 2007, a stockholder contributed to capital marketable securities consisting of free trading stock in a public entity. The Company valued this contribution at the market price. The Company then sold all of their position realizing a loss on securities of $35,570 thru March 31, 2007 and then $1,284,856 for the year ended March 31, 2008.
For the quarter ended December 31, 2007 the Company received as a loan from a shareholder 6,000,000 shares of two publicly held companies. These shares were valued at the market price of the stock which totaled $198,000. The company’s agreement with the shareholder provides that the amount to be repaid will be the net proceeds the Company receives from the sale of the securities. The terms are 6% interest due in three years from October 2007. Of the 6,000,000 shares received the Company sold 2,530,000 shares realizing cash of $64,969. The remaining shares of 3,470,000 were valued at December 31, 2007 at market of $96,220. The liability to the shareholder was reduced from $198,000 to $161,189 for the difference in market value of the remaining shares plus the difference between the market price on the date of receipt and the selling price on dates sold of the securities sold.
During the fourth quarter ended March 31, 2008 the same shareholder loaned the company securities valued at $102,000. A gain was realized on part of the securities sold of $9,974 and an unrealized loss on securities recognized of $15,020. Both of these transactions pursuant to the agreement went to increase and correspondingly decrease the amount due the shareholder.
NOTE 4 - INCOME TAXES
As of March 31, 2008, the Company had a net operating loss carryforward for income tax reporting purposes of approximately $6,500,000 be offset against future taxable income through 2026. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carry-forwards will expire unused. Accordingly, the potential tax benefits of the loss carry-forwards are offset by a valuation allowance of the same amount.
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| March 31, | |||
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| 2008 |
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| 2007 |
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Net Operating Losses | $ | 2,015,000 |
| $ | 872,113 |
Depreciation |
| - |
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| - |
Valuation Allowance |
| (2,015,000) |
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| (872,113) |
| $ | - |
| $ | - |
The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and cause a change in management's judgment about the recoverability of deferred tax assets, the impact of the change on the valuation is reflected in current income.
NOTE 5 - OPERATING LEASE COMMITMENTS
The Companies operating facility is a New York City owned property consisting of 7,000 sq. ft. The Company leases the space on a month-to-month basis.
Total rental expense for this property was 81,864. Other maintenance rentals are on a month to month basis.
NOTE 6 - CAPITAL LEASE COMMITMENTS
The Company has entered into capital leases for the purchase of equipment. The future minimum lease payments are as follows:
F-12
Year |
| Lease Payment |
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|
2008 | $ | 12,065 |
2009 |
| 986 |
2010 |
| - |
Total | $ | 13,051 |
NOTE 7- NOTES PAYABLE
Factoring Line of Credit
In 2007 the Company entered into an agreement with a factoring corporation. Under the terms of the agreement, the Company would receive 90 percent of the purchase price up front and 10 percent would be held in reserves until the receivables are collected. The term of the agreement is one year, renewable at the Corporations discretion. A discount charge of nine tenths of one per cent is charged, with increases based upon a time frame of receivables outstanding. Receivables over 90 days are returned to the Company.
These factoring lines of credit have been treated as a secured financing arrangement. As of March 31, 2008, the company had factored receivables in the amount of $718,675 and recorded a liability of $706,935. Discount provided during factoring of the accounts receivable have been expensed on the accompanying Statements of Operations as Factoring Fees.
NOTE 8 – LOANS PAYABLE
As of March 31, 2008 the Company has outstanding notes payable to a shareholder in the total amount of $1,919,103. These loan carries with it an interest rate of between 5% and 6% and no payments of interest or principal are due until the due dates of September 30, 2009 and October 2010.
In September 2006 the Company received $100,000 for a convertible note bearing interest at 7.5%, convertible at 12/31/2008 to common stock at 12/31/2008 if not repaid.
Accrued interest on these loans amounted to $218,289 at March 31, 2008.
The Company is also obligated on a note to its officers for 63,554 without interest.
NOTE 9 - RELATED PARTY TRANSACTIONS
As of March 31, 2008, shareholders have advanced the Company $63,554 payable in 2009 and does not carry an interest rate.
NOTE 10-COMMON STOCK TRANSACTIONS
During the year ended March 31, 2008 the Company redeemed 3,000,000 shares of stock for a cancellation of indebtedness of $300,000 issued 150,000 shares of stock for services valued at $.02 and .03 cents which was the market price of the stock and repurchased 1,250,000 shares of its stock for $100,000.
NOTE 11-PREFERRED STOCK
During the fourth quarter of 2008 the company issued 5,284,000 convertible Series E Preferred Stock to one of its stockholders for consideration in contributing stock of a publicly held entity. This stock has been valued at the convertible market price of common stock totaling $158,520 and included as interest and financing cost in other expense on the profit and loss statement.
F-13
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DIAMOND RANCH FOODS, LTD.
(Registrant)
June 5, 2008 | By: /s/ Louis Vucci, Jr. Louis Vucci, Jr., President |
June 5, 2008 | By: /s/ William DeMarzo William DeMarzo, Chief Financial Officer |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: June 5, 2008 /s/ Joseph Maggio
Joseph Maggio, Chairman, CEO, and Director
Date: June 5, 2008 /s/ Louis Vucci, Jr.
Louis Vucci, Jr., President and Director
Date: June 5, 2008 /s/ Philip Serlin
Philip Serlin, Chief Operations Officer and Director
Date: June 5, 2008 /s/ William DeMarzo
William DeMarzo, Chief Financial Officer
EXHIBIT 31.2
Diamond Ranch Foods, Ltd
a Nevada Corporation
SECTION 302
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Louis Vucci, Jr., President certify that:
(1) I have reviewed this annual report on Form 10-KSB of Diamond Ranch Foods, Ltd ;
(2) Based on my knowledge, this 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) The registrant's other certifying officer(s) and 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 registrant 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 registrant, including its unconsolidated investments, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant'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 evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
(5) The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant'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 registrant'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 registrant's internal control over financial reporting.
Date: June 5, 2008
/s/ Louis Vucci, Jr.
Louis Vucci, Jr.
President
EXHIBIT 31.2
Diamond Ranch Foods, Ltd
a Nevada Corporation
SECTION 302
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, William DeMarzo, certify that:
(1) I have reviewed this annual report on Form 10-KSB of Diamond Ranch Foods, Ltd;
(2) Based on my knowledge, this 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) The registrant's other certifying officer(s) and 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 registrant 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 registrant, including its unconsolidated investments, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant'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 evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
(5) The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant'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 registrant'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 registrant's internal control over financial reporting.
Date: June 5, 2008
/s/William DeMarzo
William DeMarzo
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Corporate Fraud Accountability Act of 2002 (18 U.S.C. Section 1350, as adopted), Louis Vucci, Jr., President of Diamond Ranch Foods, Ltd. (the "Company"), hereby certifies that, to the best of his knowledge:
1. the Annual Report on Form 10-KSB of the Company for the fiscal year ended March 31, 2008 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated: June 5, 2008 | /s/ Louis Vucci, Jr. Louis Vucci, Jr. President |
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Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Corporate Fraud Accountability Act of 2002 (18 U.S.C. Section 1350, as adopted), William DeMarzo, Chief Financial Officer of Diamond Ranch Foods, Ltd (the "Company"), hereby certifies that, to the best of his knowledge:
1.the Annual Report on Form 10-KSB of the Company for the fiscal year ended March 31, 2008 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated: June 5, 2008
| /s/ William DeMarzo William DeMarzo Chief Financial Officer |