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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      October 26, 2006

VIA U.S. Mail and Facsimile

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/A
      Filed October 13, 2006
		File No. 333-130535

		Form 10-KSB/A for the Fiscal Year Ended December 31,
2005
		Filed October 3, 2006
		File No. 0-25039

Dear Mr. Warren:

      We have reviewed your response letter dated October 2, 2006
and
the above noted documents and have the following additional
accounting
comments.  Where indicated, we think you should revise your
documents
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.

Form S-B/A, Filed on October 13, 2006

General

1. Where comments on one section or document impact parallel
disclosure in another, make corresponding changes to all affected
sections and documents.

Form 10-K/A for the Fiscal Year Ended December 31, 2005

Financial Statements, page F-1

Consolidated Balance Sheet

2. Please revise your consolidated balance sheet as of December
31,
2005 to include parentheses around the accumulated deficit account
balance.

Note 1 -  Nature of Business, Liquidity and Management`s Plans and
Significant Accounting Policies, page F-10

Financial Instruments, page F-13

3. We note that you present the carrying value and fair value of
your
notes payable, convertible debt and redeemable preferred stock as
of
December 31, 2005.  Please present this information as of December
31,
2004 as well.

4. At Note 6(f) on page F-26 you state that all warrants related
to
the $660,000 convertible note financing had been fully converted
as of
June 30, 2005.  However, per the table on page F-16 warrants
convertible into 1,500,000 common shares were outstanding as of
December 31, 2005.  Please revise your disclosures as necessary to
remove this inconsistency.

Note 6 - Convertible Notes Payable, page F-19

5. On page F-21 you disclose that the $2,300,000 convertible notes
payable is due on January 28, 2007; however, the due date for this
financing is noted as May 2007 in the convertible debt carrying
value
table on page F-19.  In addition, on page F-27 you disclose that
the
$1,008,000 convertible notes payable is due on April 30, 2006, but
the
due date per the debt carrying value table is December 2005.
Please
revise your disclosures as necessary to remove any inconsistencies
in
the due dates noted in the table versus the due dates disclosed in
the
narrative discussion of the terms of the notes.

6. It appears that you have not paid certain outstanding note
balances
by their specified due dates.  Please disclose whether you were in
default of the terms of these notes, and discuss any waivers you
received from the creditors, which modified the payment terms of
the
notes.






Note 7 - Preferred Stock, page F-30

(b) Series J Preferred Stock, page F-31

7. We note your disclosure on page F-32 in which you explain that
this
series of convertible preferred stock was not deemed to be a
conventional convertible instrument, as defined by paragraph 4 of
EITF
00-19 due to certain variability in the conversion price.  Your
disclosure on page F-31 in which you state the conversion price is
$0.20 per common share seems to imply the conversion price is
fixed
rather than variable.  Please expand your disclosure to address
the
terms under which the conversion price is variable.

Note 13 - Restatements of Prior Financial Statements, page F-58

8. In the Item 4.02 Form 8-K, filed on August 15, 2006, you state
that
your financial statements for the years ended December 31, 2001
through 2005 should no longer be relied upon due to certain errors
in
the financial statements.  However, you have only included
restated
financial statements for the years ended December 31, 2004 and
2005 as
well as restated quarterly information for 2004 and 2005 in your
amended Form 10-KSB, filed on October 3, 2006.  Please file
restated
financial statements for the years ended December 31, 2001 through
2003.

9. Where you have presented tabular restated quarterly
information,
please include a column that totals the quarterly amounts and per
share data and reconciles to the restated financial statements.

10. We note you have restated your accumulated deficit account
balances as of December 31, 2004 and 2005.  Please disclose the
components that make up the change in the accumulated deficit
account
balances.

*****

Closing Comments

      As appropriate, please amend your registration statement and
periodic reports 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:	J. Gallagher
	K. Hiller
	C. Moncada-Terry


Mr. Roy G. Warren
Bravo! Foods International Corp.
October 26, 2006
Page 1