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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      January 20, 2006

Mr. Roy G. Warren
Chief Executive Officer
Bravo! Foods International Corp.
11300 US Highway 1
North Palm Beach, Florida 33408



      Re:	Bravo! Foods International Corp
		Registration Statement on Form SB-2
      Filed December 21, 20005
		File No. 333-130535

		Form 10-KSB for the Fiscal Year Ended December 31, 2004
		Filed March 22, 2005
		File No. 0-25039

Dear Mr. Warren:

      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 on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.






Plan of Distribution, page 41

1. We note that the selling stockholders may engage in short sales
of
your common stock.  Please see Corporation Finance Telephone
Interpretation A.65 in that regard.

Selling Stockholders, page 44

2. Expand the Selling Stockholders table to include the natural
persons with power to vote or to dispose of the securities offered
for
resale by the entities that are listed as selling stockholders.
While
we note that some of those persons have been identified in the
footnotes to the table, you must ensure that all such persons are
identified.  See Interpretation 4S of the Regulation S-K portion
of
the March 1999 supplement to the CF telephone interpretation
manual.

3. Identify as underwriters all selling stockholders who are
registered broker-dealers, unless such selling stockholders
received
the securities in compensation for investment banking services.
Also,
identify as underwriters all selling stockholders who are
affiliates
of registered broker-dealers, unless you can confirm that such
selling
stockholders purchased the securities in the ordinary course of
business and at the time of purchase, had no agreements or
understandings, directly or indirectly, with any party to
distribute
the securities.

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

General

4. Please submit with your next response draft amendments to your
Form
10-KSB, and subsequent interim reports on Form 10-QSB, showing all
accounting and disclosure revisions that are necessary to comply
with
comments issued during this review.

Management`s Discussion and Analysis, page 13

Critical Accounting Policies, page 14

Revenue Recognition, page 15

5. We note your response to comments 4 and 5 in our letter dated
December 1, 2005, where you have provided us with your analysis of
the
terms of your arrangements, using the criteria set forth in EITF
99-
10, to support your presentation of domestic sales on a gross and
net
basis in 2004 and 2003, respectively; and your presentation of
international sales on a net basis for both years.  To ensure
readers
clearly understand the unique aspects of your revenue reporting,
please include within your revenue recognition policy discussion a
more detailed description of the factors supporting both your
gross
and net revenue presentation.   In addition, please address within
your discussion the conditions under which you and your third
party
processors are functioning as agents for each other.

6. In your response to comment 5 in our letter dated December 1,
2005,
you state that there was a mistake in the way you described how
ingredients suppliers are paid, which factors into the manner by
which
revenue and cost of goods sold is recognized for international
"kit"
sales.  Please revise your discussion to clarify that you are
responsible for paying the ingredients supplier and remove
language
suggesting the dairy processors had made these payments,
consistent
with your response.

Financial Statements

Consolidated Balance Sheets, page F-3

7. In your response to comment 2 in our letter dated December 1,
2005,
you state that you defer costs incurred for artwork, packaging
design
and materials for your single serve flavored milks.  These costs
appear to represent development costs as defined in paragraph 8b
of
SFAS 2, which should ordinarily be expensed as incurred; although
the
costs of materials utilized in research and development may be
capitalized until utilized, provided there are alternative future
uses, as described in paragraph 11a of SFAS 2.  Please revise your
financial statements as indicated, or explain to us in further
detail
why you believe no revision is necessary, citing the specific
accounting literature and describing any additional facts that
support
your position.  In addition, please comply with the disclosure
requirements outlined in paragraph 13 of SFAS 2.

8. In your response to comments 1 and 2 in our letter dated
December
1, 2005, you refer to the costs incurred to obtain licenses when
discussing the components of the Deferred product development
costs
line item.  Please tell us why you have not included these costs
in
the License rights, net line item on your balance sheets.

9. In your response to comment 1 in our letter dated December 1,
2005,
you state that Prepaid expenses increased due to payments made for
slotting fees and costs incurred in connection with financing.
With
respect to slotting fees, please disclose how you recognize the
fees
into income and how you characterize these fees on the income
statement.  In addition, please explain to us why you have
classified
deferred financing costs as a current asset.

10. We have read your response to comment 3 in our letter dated
December 1, 2005, regarding the redemption and conversion features
associated with your preferred stock, and believe that you should
comply with the requirements outlined in paragraph 8 of SFAS 129,
including disclosure of the redemption features for each series of
preferred stock.  In addition, you should revise your balance
sheets
to indicate that your Series B preferred shares are not
redeemable, as
explained in your response.  Finally, we understand from your
response
that the Series F convertible preferred shares are redeemable at
the
option of the holder.  Please submit the analysis that you
performed,
considering the guidance in FRC Section 211 and SAB Topic 3:C, in
determining the shares are appropriately classified as permanent
equity.

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

Revenue Recognition, page F-10

11. Please expand your note disclosure to clarify that you have
recognized revenue from sales in the United States on a gross
basis in
2004 while in previous periods you recognized domestic sales on a
net
basis, consistent with your response to prior comment four.
Include
in your disclosure the reasons for this change in accounting.

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

12. In your response to comment 6 in our letter dated December 1,
2005
you state that you have not had contact with International Paper
since
2000.  Although the lender has not acknowledged the outstanding
amount
due for a number of years, it does not appear that you have been
legally released from the obligation.  Therefore, it appears you
would
need to continue to recognize interest expense under the terms of
the
original promissory note in order to comply with the requirements
set
forth in paragraph 16 of SFAS 140.

Note 6 - Capital Deficit, page F-15

13. We note you periodically issue convertible debt, convertible
preferred stock and warrants to finance your operations.  We
further
note certain notes and warrants carry registration rights.  SFAS
133
and EITF 00-19 contain guidance regarding the classification and
measurement of warrants and instruments with embedded conversion
features.  Please submit the analyses that you performed,
considering
this guidance, in determining the appropriate accounting for such
instruments.  If you require further clarification, you may refer
to
Section II.B of Current Accounting and Disclosure Issues, located
on
our website at
http://www.sec.gov/divisions/corpfin/acctdis120105.pdf.

* * * * *
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  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 Act of 1933
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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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 connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Jenifer Gallagher at (202) 551-3706 or Karl
Hiller, Branch Chief, at (202) 551-3686 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Carmen Moncada-Terry at (202) 551-3687 or, in her
absence, the undersigned, at (202) 551-3740 with any other
questions.


      					Sincerely,



      					H. Roger Schwall
      Assistant Director


cc: 	M. Ross
      C. Moncada-Terry

Mr. Roy G. Warren
Bravo! Foods International Corp.
January 20, 2006
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