December 1, 2005



Mr. Tommy E. Kee
Chief Accounting Officer
Bravo! Foods International Corporation
11300 US Highway 1
Suite 202
North Palm Beach, FL  33408


	Re:	Bravo! Foods International Corporation
		Form 10-KSB for the Fiscal Year Ended December 31, 2004
Filed March 22, 2005
		File No. 000-25039


Dear Mr. Kee:

      We have reviewed your Form 10-KSB for the Fiscal Year Ended
December 31, 2004 and have the following comments.  We have
limited
our review of your filing to those issues we have addressed in our
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary. Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form 10-KSB for the Fiscal Year Ended December 31, 2004

Management`s Discussion and Analysis, page 13

Liquidity and Capital Resources, page 18

1. We note your disclosure on page 19 in which you explain that
the
increase in net cash used in operating activities in the current
year
was the result of your utilization of cash rather than equity to
pay
service providers, and changes in deferred product development
costs,
prepaid expenses, accounts payable and accrued expenses.  As
indicated in FRC 501.13.b, your discussion and analysis of cash
flows
should not be a mere recitation of changes and other information
evident to readers from the financial statements.  Rather, you
should
address the underlying reasons for the material changes in cash
flows.  Expand your discussion to identify the origin of these
working capital accounts, specifically the deferred product
development costs and prepaid expense account balances and detail
the
reasons for the material changes in these account balances.

Financial Statements

Consolidated Balance Sheets, page F-4

2. We note you have deferred product development costs.
Typically,
the only costs eligible for deferral are those costs directly
related
to a particular revenue arrangement.  Disclose the origin of the
deferred product development costs account balance and your
accounting policy for deferring and recognizing these costs.  The
nature of the underlying product and your expectations regarding
the
ultimate disposition of costs should be clear.

3. We note that the preferred stock you have issued is both
redeemable and convertible.  Please indicate whether the stock is
redeemable at your option or the option of the holder, and provide
the disclosures required by paragraph 8 of SFAS 129.

Note 1 - Organization, Businesses and Going Concern Uncertainty,
page
F-9

Revenue Recognition, page F-10

4. We note your discussion on pages 14 and 15 in which you state
that
you changed your revenue recognition policy for sales within the
United States in the first quarter of 2004, to record as revenue
the
finished product price charged by your producer, reflecting a
shift
in your role from agent to principal.  Provide us with the
analysis
that you performed of the criteria set forth in EITF 99-19 in
determining that your presentation of revenue on both a gross and
net
basis, in each of the respective periods and the domestic and
international markets, is appropriate.  In addition to all
specific
criteria, ensure that you address the following points.

(a)	Describe the mechanism by which you take title to the
products
when they are shipped by the third party processors.  Identify the
party taking physical custody for shipment.  Explain whether you
also
take title to returned product and indicate whether such product
is
then transferred back to the third party processors.

(b)	Tell us whether product purchasers submit the full "wholesale
level" price directly to you, or whether this payment goes to the
third party processor(s).  Explain how the terms governing payment
by
product purchasers compares to those terms governing payments
between
you and the third party processors.

5. We note your discussion on page 15 in which you state you
record
as cost of goods sold the cost of the flavor ingredients used by
the
international processor dairies even though these dairies purchase
the ingredients directly from the supplier.  As it does not appear
that you are financially responsible for the cost of these
ingredients, tell us why you report these costs in your financial
statements.  In addition, on page 5 you state the consideration
paid
to you under the production contracts consists of fees charged for
the grant of production rights for the branded flavored milks plus
a
charge for the flavor ingredients.  Please expand your disclosure
to
clarify whether the dairies are required to pay you a fee for the
ingredients in addition to the payments it makes directly to the
ingredients suppliers.  Explain to us why you believe your
presentation of revenues and cost of goods sold for the sale of
"kits" to international dairy processors is appropriate.  Include
in
your response details of the terms of the production contracts and
the components of a "kit."

Note 4 - Default of Note Payable to International Paper, page F-14

6. In your disclosure you state that you have not accrued interest
as
of December 31, 2003 and December 31, 2004 for the note due to
International Paper.  As it appears you were not legally released
from your obligation to pay interest on the outstanding debt
balance,
it is unclear how non-recognition complies with the guidance in
paragraph 16 of SFAS 140, requiring that you be legally released
from
an obligation for extinguishment to be appropriate under generally
accepted accounting principles.  Tell us why you believe this
guidance does not apply to you.  Expand your disclosure in the
liquidity section of MD&A to explain the significance of your
policy
of not paying obligations as they become due, in terms of your
overall approach in managing liquidity.  Quantify all amounts for
which you are delinquent in making payments, differentiating
between
obligations reported in your financial statements and those which
are
not.

Exhibits

7. Please be aware the format of the certifications required by
Rule
13a-14(a) and Rule 15d-14(a) of the Exchange Act has been revised.
Refer to Item 601(b)(31) of Regulation SB for the required
certification format.

Closing Comments

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	 You may contact Jenifer Gallagher at (202) 551-3706 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3686 with any other
questions."

								Sincerely,



								Karl Hiller
								Branch Chief


Mr. Tommy E. Kee
Bravo! Foods International Corporation
November 28, 2005
Page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010