SecProbe.io

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                       SICHENZIA ROSS FRIEDMAN FERENCE LLP
                  1065 AVENUE OF THE AMERICAS NEW YORK NY 10018
                 TEL 212 930 9700 FAX 212 930 9725 WWW.SRFF.COM

                                December 20, 2005

Via Edgar

Karl Hiller, Branch Chief
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street. NE, Mail Stop 7010
Washington, DC 20549

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

Dear Mr. Heller:

      This firm is special securities counsel to Bravo! Foods International
Corp. (the "Company"). This letter is in response to your comment letter of
December 1, 2005 concerning the Company's Form 10-KSB for the fiscal year ended
December 31, 2004. The organization of this response follows the item
designations contained in your comment letter, which have been reproduced below.

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 opening activities in the current year was the result of your
untilization of cash rather than equity to pay service provides, and changes in
deferred product development costs, prepaid expenses, accounts payable and
accrued expenses. As indicated in FRC 501.31.b, your discussion and analysis of
cash flows should address the underlying reasons for the material changes in
cash flows. Expend 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 martial changes
in these account balances.

Response

Reproduced below is an expanded discussion of net cash used in operating
activities for the period ended December 31, 2004, compared to the same period
in 2003.

Compared to $1,562,389 of net cash used in operating activities in the period
ended December 31, 2003, our current year net cash used in operating activities
increased by $2,560,441 to $4,122,830.This increase was the result of our
utilization of cash rather than equity to pay service providers in this current
period and changes in deferred product development costs, prepaid expenses,
accounts payable and accrued expenses. Included in the net loss in this current
period

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($3,799,926) were depreciation and amortization and stock compensation for a
finder's fee aggregating $974,847, compared to $194,635 for the same period in
2003. Prepaid expenses increased by $353,057, which increase was primarily due
to payments made for slotting fees ($195,130) and costs incurred in connection
with financing ($138,963). Accounts payable and accrued expenses decreased by
$593,475, since the Company was able to make cash payments of amounts due to its
vendors. Deferred product and development costs increased by $397,894 comprising
mainly of licensing payments made to Marvel ($267,000) and Masterfoods
($50,000). 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.

Response

During the development and marketing phase of new products, we incur costs such
as art-work, packaging design and materials for single serve flavored milks.
Such costs are deferred and amortized on a straight line basis over two years.

Costs incurred in obtaining licenses are amortized over the period of the
license.

3. We note that the preferred stock you have issued id 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.

Response

      The Company has portions of its Series B, F, H, J and K convertible
preferred shares outstanding. Series B shares are not redeemable. Series F
shares are redeemable at the option of the Holder at 125% of the stated value of
$10.00 per preferred share, if the Company is in default of the material terms
of the Series F operative documents, including the Certificate of designation
and he Subscription Agreement. Series H, J and K shares are redeemable at the
option of the Company at 135% of the stated value of $10.00 per preferred share,
commencing two years after issuance of the preferred and upon two days notice by
the Company. The Holder has the right to convert the preferred to common shares
during the two day notice period.

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

Revenue Recognition, page F-10

4. We note your discussion on page 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 you presentation of revenue on both a gross and net basis,

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in each of the respective periods and the domestic and international markets, is
appropriate. In addition to all the 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 purchases
      compares to those terms governing payments between you and the third party
      processors.

Response

      During the fiscal year ended December 31, 2004, the Company had two
business models that affected revenue recognition: one for the United States and
another for its international business.

      In the United States, the Company utilizes third party processors to
produce the Company's products on its behalf, which products consisted of single
serve flavored milk based beverages. Under this model, the Company is
responsible for all product development, marketing, and promotion, advertising
and sales activity. The Company refers to this business model as "unit sales".

      In its international business, the Company is not involved in the
marketing, promotion, advertising or sales of the products. These activities are
the responsibility of regional dairy processors located in foreign countries
that produce and sell the milk products for their own behalf. In this
international business, the "product" sold by the Company is not its flavored
milk based beverages but consists of (i) the flavor ingredients used to produce
the milk products and (ii) production rights granted to the regional processors
to use the milk product branding and trade dress created by the Company for the
flavored milk products. The Company refers to this business model as "kit
sales".

      The Company follows the final consensus reached by the Emerging Issues
Task Force (EITF) 99-19, "Reporting Revenue Gross as a Principal versus Net as
an Agent" in determining its revenue recognition reporting status for both
business models. Pursuant to EITF 99-19, the Company in each instance considers
the following factors in making this determination:

      o     Whether the Company is the primary obligor in the arrangement

      o     Whether the Company has general inventory risk (before customer
            order is placed or upon customer return)

      o     Whether the Company has latitude in establishing price

      o     Whether the Company changes the product

      o     Whether the Company has discretion in supplier selection

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      o     Whether the Company is involved in the determination of product
            specifications

o     Whether the Company has physical loss inventory risk (after customer order
      or during shipping)

      o     Whether the Company has credit risk

      Unit Sales Model FY 2004

Primary Obligor. The Company has responsibility for the payment to its
third-party processor of all costs associated with the production of its
flavored milk based beverages. In that regard, the Company pays a negotiated
"dock price" per sale unit to its third-party processor. The Company also is
responsible for the payment of all freight charges for the finished product to
its customers, shipping insurance charges, broker's fees and product returns.

Inventory Risk. The Company's milk based products are code dated with an
"expiration" date. If the Company's third-party processor has stored inventory
that approaches code date and is, as a result, not capable of being sold, the
Company is responsible for the payment of the dock price to the third-party
processor even absent a sale. With respect to returns, the nature of the milk
based product dictates a relatively quick turn around of product. If already
sold product has not resold at retail by a date approaching the code date or has
been damaged in shipment, the Company has several options. For damaged goods,
the customer receives a credit from the Company and the product is destroyed.
For code date issues, the Company issues a customer credit and attempts to
resell the product to "discount" customers or, absent such a sale, directs that
the product be destroyed.

Price. Within the exigencies of the marketplace, the Company establishes the
price at which it sells its products. The priced charged is dependent upon
practical cost variables including freight and distribution. The Company
recognizes revenue at the full wholesale price charged.

Changes to the Product. The Company has sole discretion to change the product
visually and in content to satisfy its own specifications. The only limitations
are (i) those imposed on the third party processor by the Food and Drug
Administration and local health officials, and (ii) labeling and content
restrictions that may be imposed on the Company by the FDA.

Discretion in Supplier Selection. The Company has sole discretion to select the
supplier of flavor and nutritional ingredients that are sourced by third parties
to meet the Company's flavor and nutritional profile specifications.

Product Specifications. The Company has sole discretion to develop and determine
the visual and content specifications for its products. The only limitations are
those imposed by third party license agreements concerning the visual
utilization of trademark issues.

Physical Loss Inventory Risk. The Company takes title upon the shipment of the
product by its third-party processor. The Company is covered by insurance during
shipment and is responsible for inventory loss during shipping. The point of
transfer of title to the inventory is by agreement of the Company and its
third-party processor and is manifested by the physical removal of the inventory
from the third-party processor's warehouse onto the common carrier, where the
risk of loss passes to the Company. Contemporaneous with that event, the
third-party processor logs the shipment on behalf of the Company and removes the
shipped products from its recorded inventory.

Credit Risk. The Company bears the risk of loss of non-payment by its customers.

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4.(a) The transfer of title to the inventory is manifested by the physical
removal of the inventory from the third-party processor's warehouse onto the
common carrier, where the risk of loss passes to the Company. Contemporaneous
with that event, the third-party processor logs the shipment on behalf of the
Company and removes the shipped products from its recorded inventory. Upon the
transfer of title to the Company, the inventory is in the physical possession of
the common carrier. Except for damaged product, which is destroyed, product that
is returned either is destroyed or resold through "discount" channels at the
direction of the Company. Title to the product is not transferred back to the
third party processor.

4.(b) Product purchasers submit the full "wholesale level" price to the third
party processor. The Company has appointed the third-party processor as its
billing and collection agent for such purposes, for which the Company is charged
a fee. As agent, the third-party processor provides an out-sourced
infrastructure for billing, collection, shipment, and recording of credits to
customers allowed by the Company for promotions, discounts and returns. On a
monthly basis, the third-party processor and the Company reconcile (i) the
revenue received, (ii) the dock price, (iii) administration charges and (iv)
separate charges against the Company's account for allowed credits to customers
for promotions, discounts and returns.

The Company records the full wholesale level price as its gross income (less
contra-revenue allowances) and records the dock price as the cost of goods sold.

      Unit Sales Model FY Pre 2004

In 2003, the Company's third-party processors produced and sold the flavored
milk based products for and to their own accounts. In connection with the
overall transaction, the Company sold kits to its processors and, as agent for
the processors, it obtained and managed customers for product sales. Title to
the products did not transfer from the processors to the Company and the Company
never bore the risk of inventory, inventory damage, insurance cost, returns or
credit risk. Based upon an analysis of EITF 99-19-9 as set forth above, the
Company determined that it could not recognize revenue on a "full wholesale
level" gross basis

The Company recorded two separate streams of revenue under this pre 2004
business model: (i) the invoiced price of the kits sold to the processors,
consisting of the cost of flavor ingredients and a production rights fee, and
(ii) the differential between a per unit a price set by the processors and the
wholesale level price negotiated by the Company as agent for the 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 flavor
ingredients. Please expand your disclosure to clarify whether the dairies are
required to pay you a fee for the supplies. 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."

Response

International Model

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Pursuant to EITF 99-19, sales of kits made to customers by the Company are
reflected in the statement of operations on a gross basis