A method of preparing a low calorie, Lactose-free and Phosphorus-reduced milk with multiple filtration, centrifugation, carbonation and phase separation steps to remove Lactose and Phosphorus from milk including skim milk. The method includes a filtration apparatus to employ ultrafiltration to remove Lactose and any component of Lactose. Ultra-Centrifugation is used additionally to increase and complete the removal of Lactose and to facilitate the reduction of Phosphorous in the final milk preparation. The process eliminates the conventional use of lactase enzyme to hydrolyze Lactose into its simple sugar components.