---------------------------------------------------------------------------

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

                                 FORM 10-QSB
                      QUARTERLY OR TRANSITIONAL REPORT

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

              For the Quarterly Period Ended September 30, 2004

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                   Commission File Number          0-20549

                      BRAVO! FOODS INTERNATIONAL CORP.
       (Exact name of registrant as specified in its amended charter)

                                  formerly
                       China Premium Food Corporation

           Delaware                                          62-1681831
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                         Identification No.)

           11300 US Highway 1, North Palm Beach, Florida 33408 USA
                  (Address of principal executive offices)

                               (561) 625-1411
                        Registrant's telephone number

---------------------------------------------------------------------------
             (Former name, former address and former fiscal year
                        if changed since last report)


The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date is as follows:

            Date                 Class            Shares Outstanding
      November 12, 2004       Common Stock            46,201,792


Transitional Small Business Disclosure Format (Check One)  YES [ ]    NO [x]


<PAGE>


BRAVO! FOODS INTERNATIONAL CORP.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial statements

        Consolidated balance sheets as of                               F-1
        September 30, 2004 (unaudited) and December 31, 2003

        Consolidated statements of operations                           F-3
        (unaudited) for the three and nine months ended
        September 30, 2004 and 2003

        Consolidated statements of cash flows                           F-4
        (unaudited) for the nine months ended
        September 30, 2004 and 2003

        Notes to consolidated financial statements (unaudited)          F-5

Item 2. Management's Discussion and Analysis of Financial                15
        Condition and Results of Operations

Item 3. Controls and Procedures                                          27


PART II - OTHER INFORMATION

Item 2. Changes In Securities and Use of Proceeds                        28

Item 6. Exhibits and reports on Form 8-K                                 29

SIGNATURES                                                               30

EXHIBITS                                                                 31


<PAGE>


               BRAVO! FOODS INTERNATIONAL CORP. AND SUBSIDIARY

                         CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                   December 31,    September 30,
                                                       2003             2004
                                                   ------------    -------------
                                                                    (Unaudited)


                                                <c>              <c>
Assets

Current assets:
  Cash and cash equivalents                        $    58,859      $    58,263
  Accounts receivable - net                             25,921           34,411
  Other receivables                                      6,331            6,331
  Inventories                                           54,995           75,686
  Prepaid expenses                                     201,617          468,694
                                                   -----------      -----------

      Total current assets                             347,723          643,385
Furniture and equipment, net                            68,623           95,586
License rights, net of accumulated amortization         24,065          114,204
Deferred product development costs                      41,711          174,541
Deposits                                                10,736           14,982
                                                   -----------      -----------

Total assets                                       $   492,858      $ 1,042,698
                                                   ===========      ===========

Liabilities and Capital Deficit

Current liabilities:
  Note payable to International Paper              $   187,743      $   187,743
  Notes payable to Alpha Capital                       100,000          120,328
  Note payable to Mid-Am Capital LLC                   150,000           62,559
  Note payable to Libra Finance                              -           29,166
  Note payable to Longview                                   -           14,148
  Note payable to Stonestreet                                -           10,568
  Note payable to Whalehaven                                 -            1,951
  Note payable to Bi-Coastal                                 -           29,166
  Note payable to Gem Funding                                -            3,334
  Note payable to Warner Brothers                      147,115          147,115
  Accounts payable                                   2,123,705        1,491,043
  Accrued liabilities                                  610,665        1,019,295
                                                   -----------      -----------

      Total current liabilities                      3,319,228        3,116,416
Dividends payable                                      582,823          831,207
Other notes payable                                    310,098          203,683
                                                   -----------      -----------

Total liabilities                                    4,212,149        4,151,306
                                                   -----------      -----------
</TABLE>


<PAGE>  F-1


               BRAVO! FOODS INTERNATIONAL CORP. AND SUBSIDIARY

                         CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                   December 31,    September 30,
                                                       2003             2004
                                                   ------------    -------------
                                                                    (Unaudited)


                                                <c>              <c>
Commitments and contingencies

Capital Deficit (Note 2):
  Series B convertible, 9% cumulative, and
   redeemable preferred stock, stated
   value $1.00 per share, 1,260,000 shares
   authorized, 107,440 shares issued
   and outstanding, redeemable at $107,440             107,440          107,440
  Series F convertible and redeemable
   preferred stock, stated value $10.00
   per share, 130,515 and 75,515 shares
   issued and outstanding                            1,205,444          697,461
  Series G convertible, 8% cumulative and
   redeemable preferred stock, stated
   value $10.00 per share, 58,810 shares
   issued and outstanding in 2003                      520,604                -
  Series H convertible, 7% cumulative and
   redeemable preferred stock, stated
   value $10.00 per share, 165,500 shares
   issued and outstanding                              895,591          895,591
  Series I convertible, 8% cumulative and
   redeemable preferred stock, stated
   value $10.00 per share, 30,000 shares
   issued and outstanding                               72,192           72,192
  Series J convertible, 8% cumulative and
   redeemable preferred stock, stated
   value $10.00 per share, 200,000 shares
   issued and outstanding                            1,854,279        1,854,279
  Series K convertible, 8% cumulative and
   redeemable preferred stock, stated
   value $10.00 per share, 95,000 shares
   issued and outstanding                                    -          950,000
  Common stock, par value $0.001 per share,
   300,000,000 shares authorized,
   28,047,542 and 44,951,792 shares issued
   and outstanding                                      28,045           44,949
  Additional paid-in capital                        21,144,896       25,259,456
  Accumulated deficit                              (29,548,471)     (32,990,665)
  Translation adjustment                                   689              689
                                                   -----------      -----------

Total capital deficit                               (3,719,291)      (3,108,608)
                                                   -----------      -----------

Total liabilities and capital deficit              $   492,858      $ 1,042,698
                                                   ===========      ===========
</TABLE>

                           See accompanying notes.


<PAGE>  F-2


               BRAVO! FOODS INTERNATIONAL CORP. AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                  Nine Months Ended September 30,    Three Months Ended September 30,
                                                      2003               2004            2003                2004
                                                  -----------        -----------     -----------         -----------
                                                  (unaudited)        (unaudited)     (unaudited)         (unaudited)


                                               <c>                <c>             <c>                 <c>
Revenue - unit sales                              $   336,644        $ 2,236,383     $   110,584         $   747,198
Revenue - net kit sales                                 2,737                  -               -                   -
Revenue - gross kit sales                             747,056            468,609         223,953              78,232
                                                  -----------        -----------     -----------         -----------
Total revenue                                       1,086,437          2,704,992         334,537             825,430
Cost of sales                                        (176,008)        (1,893,834)        (53,473)           (628,747)
                                                  -----------        -----------     -----------         -----------
Gross margin                                          910,429            811,158         281,064             196,683
Selling expenses                                    1,037,914          1,270,042         357,384             652,622
Product development                                     7,788             55,104           6,134              33,932
General and administrative expense                  1,769,252          2,213,326         478,121             551,299
                                                  -----------        -----------     -----------         -----------
Loss from operations                               (1,904,525)        (2,727,314)       (560,575)         (1,041,170)
Other (income) expense
  Interest expense                                      7,500            154,817           3,421              79,822
                                                  -----------        -----------     -----------         -----------
Loss before income taxes                           (1,912,025)        (2,882,131)       (563,996)         (1,120,992)
Provision for income taxes                                  -                  -               -                   -
                                                  -----------        -----------     -----------         -----------
Net loss                                           (1,912,025)        (2,882,131)       (563,996)         (1,120,992)

Dividends accrued for Series B preferred stock         (7,232)            (7,259)         (2,437)             (2,437)
Dividends accrued for Series G preferred stock        (34,598)           (15,633)         (7,192)                  -
Dividends accrued for Series H preferred stock        (91,617)           (86,967)        (30,697)            (29,201)
Dividends accrued for Series I preferred stock        (17,951)           (18,017)         (6,049)             (6,049)
Dividends accrued for Series J preferred stock        (98,631)          (120,109)        (40,329)            (40,329)
Deemed dividend for Series J preferred stock         (367,211)                 -               -                   -
Dividends accrued for Series K preferred stock              -            (43,475)              -             (19,156)
                                                  -----------        -----------     -----------         -----------

Net loss applicable to common shareholders        $(2,529,265)       $(3,173,591)    $  (650,700)        $(1,218,164)
                                                  ===========        ===========     ===========         ===========

Weighted average number of common shares
 outstanding                                       26,425,063         38,254,305      27,382,453          44,374,877
                                                  ===========        ===========     ===========         ===========
Basic and diluted loss per share                  $     (0.10)       $     (0.08)    $     (0.02)        $     (0.03)
                                                  ===========        ===========     ===========         ===========

Comprehensive loss and its components
 consist of the following:
  Net loss                                        $(1,912,025)       $(2,882,131)    $  (563,996)        $(1,120,992)
  Foreign currency translation adjustment                (144)                 -             128                   -
                                                  -----------        -----------     -----------         -----------
Comprehensive loss                                $(1,912,169)        (2,882,131)    $  (563,868)        $(1,120,992)
                                                  ===========        ===========     ===========         ===========
</TABLE>

                           See accompanying notes.


<PAGE>  F-3


               BRAVO! FOODS INTERNATIONAL CORP. AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                Nine Months Ended September 30,
                                                                    2003               2004
                                                                -----------        -----------
                                                                (unaudited)        (unaudited)


                                                             <c>                <c>
Cash flows from operating activities:
  Net loss                                                      $(1,912,025)       $(2,882,131)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation and amortization                                    74,843            248,995
    Stock issuance for compensation and finder's fee                 28,000            116,000
    Registration costs for financing                                      -            (20,108)
    Loss on disposal of fixed assets                                 15,853                  -
Increase (decrease) from changes in:
  Accounts receivable                                               132,635             (8,490)
  Other receivable                                                  (93,100)                 -
  Advance to vendors                                                  8,719                  -
  Inventories                                                           (44)           (20,691)
  Prepaid expenses                                                 (101,943)          (271,323)
  Accounts payable and accrued expenses                             728,498           (224,031)
  Deferred product development costs                                      -           (331,169)
                                                                -----------        -----------
Net cash used in operating activities                            (1,118,564)        (3,392,948)
                                                                -----------        -----------

Cash flows from investing activities:
  Purchase of equipment                                             (31,362)           (47,647)
                                                                -----------        -----------
Net cash used in investing activities                               (31,362)           (47,647)
                                                                -----------        -----------

Cash flows from financing activities:
  Proceeds of Series J preferred stock                            1,000,000                  -
  Proceeds of Series K preferred stock                              150,000            950,000
  Convert account payable into note payable                               -          1,128,386
  Convertible notes payable                                               -          2,639,999
  Payment of note payable, bank loan and license fee payable       (122,938)        (1,278,386)
                                                                -----------        -----------
Net cash provided by financing activities                         1,027,062          3,439,999
                                                                -----------        -----------

Effect of changes in exchange rates on cash                            (144)                 -
                                                                -----------        -----------
Net (decrease) in cash and cash equivalents                        (123,008)              (596)
Cash and cash equivalents, beginning of period                      224,579             58,859
                                                                -----------        -----------
Cash and cash equivalents, end of period                        $   101,571        $    58,263
                                                                ===========        ===========
</TABLE>

                           See accompanying notes.


<PAGE>  F-4


               BRAVO! FOODS INTERNATIONAL CORP. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)


Note 1 -Interim Periods

      The accompanying unaudited consolidated financial statements include
the accounts of Bravo! Foods International, Corp. and its wholly owned
subsidiary China Premium Food Corp (Shanghai) Co., Ltd. (the "Company").
The Company is engaged in the sale of flavored milk products and flavor
ingredients in the United States, Mexico and nine countries in the Middle
East.

      The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10QSB
and Article 10 of Regulation S-X.  All significant inter-company accounts
and transactions have been eliminated in consolidation.  The consolidated
financial statements are presented in U.S. dollars.  Accordingly, the
accompanying financial statements do not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements.  In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for a
fair presentation have been included.  Operating results for the period
ended September 30, 2004 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2004.  For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report for the year ended December
31, 2003.

      As shown in the accompanying consolidated financial statements, the
Company has suffered operating losses and negative cash flow from
operations since inception and has an accumulated deficit of $32,990,665, a
capital deficit of $3,108,608, negative working capital of $2,473,031 and
is delinquent on certain of its debts at September 30, 2004.  Further, the
Company's auditors stated in their report on the Company's Consolidated
Financial Statements for the year ended December 31, 2003, that these
conditions raise substantial doubt about the Company's ability to continue
as a going concern.  Management plans to increase gross profit margins in
its U.S. business, grow its international business, obtain additional
financing and is in the process of repositioning its products with the
launch of four new product lines.  While there is no assurance that funding
will be available or that the Company will be able to improve its profit
margins, the Company is continuing to actively seek equity and/or debt
financing and has raised $3,590,000 in the first three quarters 2004.  No
assurances can be given that the Company will be successful in carrying out
its plans.  The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Revenue Recognition

      The Company recognizes revenue in the United States at the gross
amount of its invoices for the sale of finished product to wholesale
buyers.  Commencing with the first quarter 2004, the Company no longer uses
the sale of "kits" as a revenue event in the United States.  Rather, the
Company takes title to its branded flavored milks when they are shipped by
the Company's third party processors and recognize as revenue the gross
wholesale price charged to the


<PAGE>  F-5


               BRAVO! FOODS INTERNATIONAL CORP. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

Company's wholesale customers.  Expenses for slotting fees and certain
promotions are treated as a reduction of reported revenue.  The Company
determines gross margin by deducting from the reported wholesale price the
cost charged by the Company's third party processors to produce the branded
milk products.  The sale of "kits" will remain as the revenue model for the
Company's international business.

      The Company recognizes revenue for its international business at the
gross amount of its invoices for the sale of flavor ingredients and
production rights (collectively referred to as "kits") at the time of
shipment of flavor ingredients to processor dairies with whom the Company
has production contracts for extended shelf life and aseptic long life
milk.  This recognition is based upon the Company's role as the principal
in these transactions, its discretion in establishing kit prices (including
the price of flavor ingredients and production right fees), its development
and refinement of flavors and flavor modifications, its discretion in
supplier selection and its credit risk to pay for ingredients if processors
do not pay ingredient suppliers.  The revenue generated by the production
contracts under this model is allocated for the processors' purchase of
flavor ingredients and fees charged by the Company to the processors for
production rights.  The Company formulates the price of production rights
to cover its royalties under intellectual property licenses, which varies
by licensor as a percentage of the total cost of a kit sold to the
processor dairy under the production agreement.  The Company recognizes
revenue on the gross amount of "kit" invoices to the dairy processors and
simultaneously records as cost of goods sold the cost of flavor ingredients
paid by the processor dairies to ingredients suppliers.  The recognition of
revenue generated from the sale of production rights associated with the
flavor ingredients is complete upon shipment of the ingredients to the
processor, given the short utilization cycle of the ingredients shipped.
The criteria to meet this guideline are: 1) persuasive evidence of an
arrangement exists, 2) delivery has occurred or services have been
rendered, 3) the price to the buyer is fixed or determinable and 4)
collectibility is reasonably assured.

      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 certain circumstances in its U.S. business,
the Company is required to pay slotting fees, give promotional discounts or
make marketing allowances in order to secure wholesale customers.  These
payments, discounts and allowances reduce the Company's reported revenue in
accordance with the guidelines set forth in EITF 01-9 and SEC Staff
Accounting Bulletin No. 101.  Pursuant to EITF 99-19, international sales
of kits made directly to customers by the Company are reflected in the
statements of operations on a gross basis, whereby the total amount billed
to the customer is recognized as revenue.

Stock-based Compensation

The Company has adopted the intrinsic value method of accounting for
employee stock options as permitted by Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-based Compensation" (SFAS No. 123)
and discloses the pro forma effect on net loss and loss per share as if the
fair value based method had been applied.  For equity instruments,
including stock options issued to non-employees, the fair value of the
equity instruments or the fair value of the


<PAGE>  F-6


               BRAVO! FOODS INTERNATIONAL CORP. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

consideration received, whichever is more readily determinable, is used to
determine the value of services or goods received and the corresponding
charge to operations.

The following table illustrates the effect on net loss and loss per share
as if the Company had applied the fair value recognition provision of SFAS
No. 123 to stock-based employee compensation.

<TABLE>
<CAPTION>

                                                Nine Months Ended
                                                  September 30,
                                           ---------------------------
                                               2003            2004
                                           -----------     -----------


                                        <c>             <c>
Net loss applicable to common
 shareholders as reported:                 $(2,529,265)    $(3,173,591)
Add:  total stock based employee
 compensation expense determined
 under fair value method for all awards         (4,500)              -
                                           -----------     -----------
Pro forma net loss                         $(2,533,765)    $(3,173,591)
                                           ===========     ===========

Loss per share:
                            As reported    $     (0.10)    $     (0.08)
                            Pro forma      $     (0.10)    $     (0.08)
</TABLE>

Note 2 - Transactions in Capital Deficit

      On February 1, 2004, the Company agreed to issue 750,000 shares of
its common stock and warrants to purchase an additional 750,000 shares of
common stock to Marvel Enterprises, Inc.  The Company issued its equity in
connection with the grant of an intellectual property license by Marvel on
January 17, 2004, giving the Company the right to use certain Marvel Comics
characters on the Company's Slammers(R) line of flavored milks.  The
warrants have an exercise price of $0.10 per share for the first year and,
upon the occurrence of certain conditions tied to the royalty performance
under the license, can be extended for an additional year with an exercise
price of $0.14 per share.  The Company made this private offering to Marvel
Enterprises, an accredited investor, pursuant to Rule 506 of Regulation D
and Section 4(2) of the Securities Act of 1933.

      On February 12, 2004, the Company held a special meeting of
shareholders at which the shareholders approved an increase of the
Company's authorized common stock from 50,000,000 shares to 300,000,000
shares.

      On February 17, 2004, the Company converted 875 shares of Series G
Convertible Preferred Stock into 215,164 shares of common stock pursuant to
a January 12, 2004 notice of conversion from Nesher, LP, at a conversion
price of $0.0407.  The conversion did not include accrued and unpaid
dividends on the converted preferred.  The Company and the holder delayed
processing this notice in light of the Company's special meeting of
shareholders held February 12, 2004.  The shares of common stock issued
pursuant to this conversion were retired and cancelled on March 5, 2004 and
issued to third parties on that date in accordance with the instructions of
Nesher, LP.


<PAGE>  F-7


               BRAVO! FOODS INTERNATIONAL CORP. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

      On February 17, 2004, the Company converted 1,400 shares of Series G
Convertible Preferred Stock into 343,980 shares of common stock pursuant to
a January 12, 2004 notice of conversion from Talbiya Investments, Ltd., at
a conversion price of $0.0407.  The conversion did not include accrued and
unpaid dividends on the converted preferred.  The Company and the holder
delayed processing this notice in light of the Company's special meeting of
shareholders held February 12, 2004.  The shares of common stock issued
pursuant to this conversion were retired and cancelled on March 5, 2004 and
issued to third parties on that date in accordance with the instructions of
Talbiya Investments, Ltd.

      On February 17, 2004, the Company converted 700 shares of Series G
Convertible Preferred Stock into 172,162 shares of common stock pursuant to
a January 12, 2004 notice of conversion from The Keshet Fund, LP, at a
conversion price of $0.0407.  The conversion did not include accrued and
unpaid dividends on the converted preferred.  The Company and the holder
delayed processing this notice in light of the Company's special meeting of
shareholders held February 12, 2004.  The shares of common stock issued
pursuant to this conversion were retired and cancelled on March 5, 2004 and
issued to third parties on that date in accordance with the instructions of
The Keshet Fund, LP.

      On February 17, 2004, the Company converted 2,025 shares of Series G
Convertible Preferred Stock into 497,951 shares of common stock pursuant to
a January 12, 2004 notice of conversion from Keshet LP, at a conversion
price of  $0.0407.  The conversion did not include accrued and unpaid
dividends on the converted preferred.  The Company and the holder delayed
processing this notice in light of the Company's special meeting of
shareholders held February 12, 2004.  The shares of common stock issued
pursuant to this conversion were retired and cancelled on March 5, 2004 and
issued to third parties on that date in accordance with the instructions of
Keshet, LP.

      On March 1, 2004, the Company issued 80,000 shares of non-voting
Series K 8% Convertible Preferred stock, to Mid-Am Capital, LLC, having a
stated value of $10.00 per Preferred K share, for the aggregate purchase
price of $800,000.  Each preferred share is convertible to 100 shares of
the Company's common stock at a conversion price of $0.10, representing
8,000,000 shares of common stock underlying the preferred.  In addition,
the following adjustments were made to prior issued warrants for the
purpose of facilitating future fund raising by the Company arising out of
the exercise of the warrants by the holder.  The purchase price, as defined
in the Warrant No. 2003-B-002, has been reduced to $0.10, subject to
further adjustment as described in the warrant.  The expiration date, as
defined in the warrant, remains as stated.  This private offering was made
to Mid-Am, an accredited investor, pursuant to Rule 506 of Regulation D and
Section 4(2) of the Securities Act of 1933.

      On March 1, 2004, the Company issued 750,000 shares of its common
stock to Knightsbridge in compensation for services to be rendered,
pursuant to a November 2003 engagement letter with Knightsbridge Holdings,
LLC for business and operational consulting services.  The Company delayed
the issuance of these shares owing to the necessity of a special meeting of
shareholders to increase the Company's authorized shares, which took place
in


<PAGE>  F-8


               BRAVO! FOODS INTERNATIONAL CORP. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

February 2004.  On March 1, 2004, Knightsbridge commenced its services and
the Company issued the shares of common stock.

      On March 9, 2004, the Company converted 5,000 shares of Series F
Convertible Preferred Stock into 1,315,789 shares of common stock pursuant
to a January 8, 2004 notice of conversion from Esquire Trade & Finance
Inc., at a conversion price of $0.038.  The conversion did not include
accrued and unpaid dividends on the converted preferred.  The Company and
the holder delayed processing this notice in light of the Company's special
meeting of shareholders held February 12, 2004.  The shares of common stock
issued pursuant to this conversion were issued to third parties in
accordance with the instructions of Esquire Trade & Finance Inc.

      On April 1 2004, the Company converted 5,000 shares of Series F
Convertible Preferred Stock into 1,315,789 shares of common stock pursuant
to a January 27, 2004 notice of conversion from Austinvest Anstalt Balzers,
at a conversion price of $0.038.  The conversion did not include accrued
and unpaid dividends on the converted preferred.  The Company and the
holder delayed processing this notice in light of the Company's special
meeting of shareholders held February 12, 2004.  The shares of common stock
issued pursuant to this conversion were issued to third parties on that
date in accordance with the instructions of Austinvest Anstalt Balzers.
The Company issued the preferred and the underlying common stock upon
conversion to an accredited investor, pursuant to a Regulation D offering.

      On April 2, 2004, the Company and Mid-Am Capital, LLC entered into
Supplement No.1 to the Series K Convertible Preferred Subscription
Agreement, by which the Company sold an additional 15,000 shares of its
Series K Convertible Preferred Stock utilizing the proceeds from a certain
promissory note issued by the Company to Mid-Am in the face amount of
$150,000.  With the consummation of this sale, the $150,000 promissory note
was deemed paid in full by the Company.  The Company issued the preferred
and the underlying common stock upon conversion to an accredited investor,
pursuant to a Regulation D offering.

      On April 8, 2004, the Company converted 4,862 shares of Series G
Convertible Preferred Stock into 700,000 shares of common stock pursuant to
a March 25, 2004 notice of conversion from Nesher, LP, at a conversion
price of $0.0853.  The conversion included accrued and unpaid dividends of
$11,089 on the preferred converted.  The Company issued the preferred and
the underlying common stock upon conversion to an accredited investor,
pursuant to a Regulation D offering.

      On April 8, 2004, the Company converted 4,478 shares of Series G
Convertible Preferred Stock into 650,000 shares of common stock pursuant to
a March 25, 2004 notice of conversion from Talbiya B. Investments, Ltd., at
a conversion price of $0.0853.  The conversion included accrued and unpaid
dividends of $10,662 on the preferred converted.  The Company issued the
preferred and the underlying common stock upon conversion to an accredited
investor, pursuant to a Regulation D offering.


<PAGE>  F-9


               BRAVO! FOODS INTERNATIONAL CORP. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

      On April 8, 2004, the Company converted 1,919 shares of Series G
Convertible Preferred Stock into 275,000 shares of common stock pursuant to
a March 25, 2004 notice of conversion from The Keshet Fund, LP, at a
conversion price of $0.0853.  The conversion included accrued and unpaid
dividends of $4,265 on the preferred converted.  The Company issued the
preferred and the underlying common stock upon conversion to an accredited
investor, pursuant to a Regulation D offering.

      On April 8, 2004, the Company converted 7,677 shares of Series G
Convertible Preferred Stock into 1,100,000 shares of common stock pursuant
to a March 25, 2004 notice of conversion from Keshet, LP, at a conversion
price of $0.0853.  The conversion included accrued and unpaid dividends of
$17,060 on the preferred converted.  The Company issued the preferred and
the underlying common stock upon conversion to an accredited investor,
pursuant to a Regulation D offering.

      On April 20, 2004, the Company entered into a Subscription Agreement
with Longview Fund, LP and Alpha Capital Aktiengesellschaft for the
issuance of two convertible 10% notes in the amount of $250,000 each and
five-year warrants for the purchase of, in the aggregate, 3,000,000 shares
of common stock, at $0.15 per share.  The notes are convertible into shares
of common stock of the Company at $0.10 per common share.  Conversions are
limited to a maximum ownership of 9.99% of the underlying common stock at
any one time.  The notes are payable in twelve equal monthly installments,
commencing November 1, 2004.  The installment payments consist of principal
and a "premium" of 20% of the principal paid per installment.  The Company
has the option to defer such payment until the note's maturity date on
October 1, 2005, if the Company's common stock trades above $0.20 for the
five trading days prior to the due date of an installment payment.  In
connection with this transaction, the Company issued two additional notes
in the aggregate amount of $50,000, upon identical terms as the principal
notes, as a finder's fee, and paid $20,000 in legal fees.  The common stock
underlying all notes and warrants carry registration rights.  The Company
issued the convertible notes and warrants to accredited investors, pursuant
to a Regulation D offering.

      On April 30, 2004, the Company converted 20,000 shares of Series F
Convertible Preferred Stock into 1,945,525 shares of common stock pursuant
to an April 27, 2004 notice of conversion from Esquire Trade & Finance
Inc., at a conversion price of $0.1028.  The Company issued the preferred
and the underlying common stock upon conversion to an accredited investor,
pursuant to a Regulation D offering.

      On April 30, 2004, the Company converted 20,000 shares of Series F
Convertible Preferred Stock into 1,945,525 shares of common stock pursuant
to an April 27, 2004 notice of conversion from Austinvest Anstalt Balzers,
at a conversion price of $0.1028.  The Company issued the preferred and the
underlying common stock upon conversion to an accredited investor, pursuant
to a Regulation D offering.

      On April 30, 2004, the Company converted 2,500 shares of Series F
Convertible Preferred Stock into 243,191 shares of common stock pursuant to
an April 27, 2004 notice of


<PAGE>  F-10


               BRAVO! FOODS INTERNATIONAL CORP. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

conversion from Esquire Trade & Finance Inc., at a conversion price of
$0.1028.  The Company issued the preferred and the underlying common stock
upon conversion to an accredited investor, pursuant to a Regulation D
offering.

      On April 30, 2004, the Company converted 2,500 shares of Series F
Convertible Preferred Stock into 243,191 shares of common stock pursuant to
an April 27, 2004 notice of conversion from Austinvest Anstalt Balzers, at
a conversion price of $0.1028.  The Company issued the preferred and the
underlying common stock upon conversion to an accredited investor, pursuant
to a Regulation D offering.

      On May 20, 2004, the Company converted 9,226 shares of Series G
Convertible Preferred Stock into 620,578 shares of common stock pursuant to
a May 19, 2004 notice of conversion from Nesher, LP, at a conversion price
of $0.148.  The conversion did not include accrued and unpaid dividends on
the converted preferred.  The Company issued the preferred and the
underlying common stock upon conversion to an accredited investor, pursuant
to a Regulation D offering.

      On May 20, 2004, the Company converted 13,972 shares of Series G
Convertible Preferred Stock into 939,782 shares of common stock pursuant to
a May 19, 2004 notice of conversion from Keshet, LP, at a conversion price
of $0.148.  The conversion did not include accrued and unpaid dividends on
the converted preferred.  The Company issued the preferred and the
underlying common stock upon conversion to an accredited investor, pursuant
to a Regulation D offering.

      On June 17, 2004, the Company issued 87,195 of its common stock to
Stephen Nollau, a former consultant, for services rendered.  The Company
issued the common stock pursuant to a Form S-8 registration statement,
filed by the Company on June 16, 2004.

      On June 29, the Company converted 234 shares of Series G Convertible
Preferred Stock into 13,604 shares of common stock pursuant to a June 15,
2004 notice of conversion from Nesher, LP, at a conversion price of $0.172.
The conversion did not include accrued and unpaid dividends on the
converted preferred.  The Company issued the preferred and the underlying
common stock upon conversion to an accredited investor, pursuant to a
Regulation D offering.  This conversion exhausted the outstanding Series G
convertible preferred.

      On June 29, the Company converted 1,850 shares of Series G
Convertible Preferred Stock into 107,558 shares of common stock pursuant to
a June 15, 2004 notice of conversion from Keshet, LP, at a conversion price
of $0.172.  The conversion did not include accrued and unpaid dividends on
the converted preferred.  The Company issued the preferred and the
underlying common stock upon conversion to an accredited investor, pursuant
to a Regulation D offering.  This conversion exhausted the outstanding
Series G convertible preferred.

      On June 29, the Company converted 3,472 shares of Series G
Convertible Preferred Stock into 201,860 shares of common stock pursuant to
a June 15, 2004 notice of conversion


<PAGE>  F-11


               BRAVO! FOODS INTERNATIONAL CORP. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

from The Keshet Fund, LP, at a conversion price of $0.172.  The conversion
did not include accrued and unpaid dividends on the converted preferred.
The Company issued the preferred and the underlying common stock upon
conversion to an accredited investor, pursuant to a Regulation D offering.
This conversion exhausted the outstanding Series G convertible preferred.

      On June 29, the Company converted 8,091 shares of Series G
Convertible Preferred Stock into 470,406 shares of common stock pursuant to
a June 15, 2004 notice of conversion from Talbiya B. Investments, Ltd, at a
conversion price of $0.172.  The conversion did not include accrued and
unpaid dividends on the converted preferred.  The Company issued the
preferred and the underlying common stock upon conversion to an accredited
investor, pursuant to a Regulation D offering.  This conversion exhausted
the outstanding Series G convertible preferred.

      On June 30, 2004, the Company entered into Subscription Agreements
with Longview Fund, LP, Alpha Capital Aktiengesellschaft, Whalehaven Funds
Limited, Stonestreet Limited Partnership and  Mid-Am Capital L.L.C for the
issuance of convertible 10% notes in the aggregate amount of $1,300,000 and
five-year "A" warrants for the purchase of, in the aggregate, 5,200,000
shares of common stock, at $0.25 per share, and five-year "B" warrants for
the purchase of, in the aggregate, 13,000,000 shares of common stock, at
$2.00 per share.  The notes are convertible into shares of common stock of
the Company at $0.15 per common share.  Conversions are limited to a
maximum ownership of 9.99% of the underlying common stock at any one time.
The notes are payable in twelve equal monthly installments, commencing
January 1, 2005.  The installment payments consist of principal and a
"premium" of 20% of the principal paid per installment.  The Company has
the option to defer such payment until the note's maturity date on December
1, 2005, if the Company's common stock trades above $0.20 for the five
trading days prior to the due date of an installment payment.  In
connection with this transaction, the Company issued additional notes in
the aggregate amount of $40,000 to Gem Funding, LLC, Bi-Coastal Consulting
Corp., Stonestreet Limited Partnership and Libra Finance, S.A upon
identical terms as the principal notes, as a finder's fee, and paid $12,500
in legal fees.  The common stock underlying all notes and warrants carry
registration rights.  The Company issued the convertible notes and warrants
to accredited investors, pursuant to a Regulation D offering.

      On August 9, 2004, the Company converted $50,000 of its November 2003
Convertible Promissory Note into 1,000,000 shares of common stock pursuant
to an August 5, 2004 notice of conversion from Gamma Opportunity Capital
Partners LP, at a fixed conversion price of $0.05.  The conversion did not
include accrued and unpaid interest on the converted amount.  The Company
issued the underlying common stock upon conversion pursuant to the
Company's SB-2 registration statement, declared effective on August 3,
2004.

      On August 23, 2004, the Company converted $50,000 of its April 2004
Convertible Promissory Note into 500,000 shares of common stock pursuant to
an August 5, 2004 notice of conversion from Longview Fund LP, at a fixed
conversion price of $0.10.  The conversion did


<PAGE>  F-12


               BRAVO! FOODS INTERNATIONAL CORP. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

not include accrued and unpaid interest on the converted amount.  The
Company issued the underlying common stock upon conversion pursuant to the
Company's SB-2 registration statement, declared effective on August 3,
2004.

      On September 27, 2004, the Company converted $50,000 of its April
2004 Convertible Promissory Note into 500,000 shares of common stock
pursuant to a September 21, 2004 notice of conversion from Longview Fund
LP, at a fixed conversion price of $0.10.  The conversion did not include
accrued and unpaid interest on the converted amount.  The Company issued
the underlying common stock upon conversion pursuant to the Company's SB-2
registration statement, declared effective on August 3, 2004.

Note 3 - Business Segment and Geographic Information

The Company operates principally in the single serve flavored milk industry
segment, under two distinct business models.  In the United States, the
Company is responsible for the sale of finished Slammers(R) flavored milk
(referred to as "unit sales") to retail outlets.  For these unit sales, the
Company recognizes as revenue the invoiced wholesale prices that the
Company charges to the retail outlets that purchase the Slammers(R)
flavored milks.  In countries other than the United States, the Company's
revenue is generated by the sale of kits to dairy processors.  Each kit
consists of flavor ingredients for the Company's Slammers(R) flavored milks
and production rights to manufacture and sell the milks.  In line with the
Company's revenue recognition policies, the Company recognizes the full
invoiced kit price as revenue and credits the processor dairies.  The
Company currently sells kits to SADAFCO, a third party dairy processor
located in Saudi Arabia, for distribution to eleven Middle Eastern
countries.

Note 4 - Subsequent Events

      On October 6, 2004, the Company converted $20,000 of its November
2003 Convertible Promissory Note into 500,000 shares of common stock
pursuant to a September 23, 2004 notice of conversion from Gamma
Opportunity Capital Partners LP, at a fixed conversion price of $0.05.  The
conversion did not include accrued and unpaid interest on the converted
amount.  The Company issued the underlying common stock upon conversion
pursuant to the Company's SB-2 registration statement, declared effective
on August 3, 2004.

      On October 6, 2004, the Company issued 500,000 shares of its common
stock to Knightsbridge Holdings, LLC, pursuant to a consulting agreement
dated November 10, 2003.  The Company issued the underlying common stock
pursuant to the Company's SB-2 registration statement, declared effective
on August 3, 2004.  The issued and outstanding equity reported in the
Company's Form 10QSB for the period ended March 31, 2004 reflects these
shares of common stock.

      On October 13, 2004, the Company issued 250,000 shares of its common
stock in a private placement to Arthur Blanding, at the market price of
$0.12 per share, pursuant to Section


<PAGE>  F-13


               BRAVO! FOODS INTERNATIONAL CORP. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

4(2) of the Securities Act of 1934.  Mr. Blanding, who solicited the
purchase, is an accredited investor and has been a director of the Company
since 1999.

      On October 15, 2004, the Company issued 750,000 shares of its common
stock to Marvel Enterprises, Inc., as partial compensation under a license
agreement dated February 1, 2004.  The Company issued the underlying common
stock pursuant to the Company's SB-2 registration statement, declared
effective on August 3, 2004.  The issued and outstanding equity reported in
the Company's Form 10QSB for the period ended March 31, 2004 reflects these
shares of common stock.

      On October 29, 2004, the Company entered into Subscription Agreements
with Longview Fund, LP, Alpha Capital Aktiengesellschaft, Whalehaven Funds
Limited and Stonestreet Limited Partnership for the issuance of convertible
10% notes in the aggregate amount of $550,000 and five-year "C" warrants
for the purchase of, in the aggregate, 2,200,000 shares of common stock, at
$0.15 per share, and the repricing of five-year "A" warrants, issued June
30, 2004 for the purchase of, in the aggregate, 3,200,000 shares of common
stock, from $0.25 to $0.15 per share.  The notes are convertible into
shares of common stock of the Company at $0.10 per common share.
Conversions are limited to a maximum ownership of 9.99% of the underlying
common stock at any one time.  The notes are payable in twelve equal
monthly installments, commencing May 1, 2005.  The installment payments
consist of principal and a "premium" of 20% of the principal paid per
installment.  The Company has the option to defer such payment until the
note's maturity date on April 30, 2006, if the Company's common stock
trades above $0.15 for the five trading days prior to the due date of an
installment payment and the underlying common stock is registered.  In
connection with this transaction, the Company issued additional notes,
without attached warrants, in the aggregate amount of $27,500 to Gem
Funding, LLC, Bi-Coastal Consulting Corp., Stonestreet Limited Partnership
and Libra Finance, S.A upon identical terms as the principal notes, as a
finder's fee, and paid $12,500 in legal fees.  The common stock underlying
all notes and warrants carry registration rights.  The Company issued the
convertible notes and warrants to accredited investors, pursuant to a
Regulation D offering.


<PAGE>  F-14


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2004

FORWARD-LOOKING STATEMENTS

      Statements that are not historical facts, including statements about
the Company's prospects and strategies and the Company's expectations about
growth contained in this report are "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.  These
forward-looking statements represent the present expectations or beliefs
concerning future events.  The Company cautions that such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the Company's actual results, performance or achievements
to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.  Such
factors include, among other things, the uncertainty as to the Company's
future profitability; the uncertainty as to whether the Company's new
business model can be implemented successfully; the accuracy of the
Company's performance projections; and the Company's ability to obtain
financing on acceptable terms to finance the Company's operations until
profitability.

OVERVIEW

      The Company's business model includes the development and marketing
of a Company owned Slammers(R) trademarked brand, the obtaining of license
rights from third party holders of intellectual property rights to other
trademarked brands, logos and characters and the granting of production and
marketing rights to processor dairies to produce branded flavored milk.
The Company generates revenue in its international (non-US) business
through the sale of "kits" to these dairies.  The price of the "kits"
consists of an invoiced price for a fixed amount of flavor ingredients per
kit used to produce the flavored milk and a fee charged to the dairy
processors for the production, promotion and sales rights for the branded
flavored milk.  In the United States, the Company generates revenue from
the unit sales of finished branded flavored milks to retail consumer
outlets.

      The Company's new product introduction and growth expansion continues
to be expensive, and the Company reported a net loss of $2,882,131 for the
nine-month period ended September 30, 2004, with a net loss of $1,120,992
for the three months ended September 30, 2004.  As shown in the
accompanying financial statements, the Company has suffered operating
losses and negative cash flows from operations since inception and at
September 30, 2004 has an accumulated deficit, a capital deficit, is
delinquent on certain debts and has negative working capital.  These
conditions give rise to substantial doubt about the Company's ability to
continue as a going concern.  As discussed herein, the Company plans to
work toward profitability in the Company's U.S. and international business
and obtain additional financing.  While there is no assurance that funding
will be available or that the Company will be able to improve the Company's
operating results, the Company is continuing to seek equity and/or debt
financing.  No assurances can be given, however, that management will be
successful in carrying out the Company's plans.


<PAGE>  15


CORPORATE GOVERNANCE

The Board of Directors

      The Company's board has positions for seven directors that are
elected as Class A or Class B directors at alternate annual meetings of the
Company's shareholders.  Six of the seven current directors of the
Company's board are independent.  The Company's chairman and chief
executive officer are separate.  The board meets regularly, at least four
times a year, and all directors have access to the information necessary to
enable them to discharge their duties.  The board, as a whole, and the
audit committee in particular, reviews the Company's financial condition
and performance on an estimated vs. actual basis and financial projections
as a regular agenda item at scheduled periodic board meetings, based upon
separate reports submitted by the Company's chief executive officer and
chief financial officer.  Directors are elected by the Company's
shareholders after nomination by the board or are appointed by the board
when a vacancy arises prior to an election.  The Company has adopted a
nomination procedure based upon a rotating nomination committee made up of
those members of the director Class not up for election.  The board
presently is examining whether this procedure, as well as the make up of
the audit and compensation committees, should be the subject of an
amendment to the by-laws.

Audit Committee

      The Company's audit committee is composed of three independent
directors and functions to assist the board in overseeing the Company's
accounting and reporting practices.  The Company's financial information is
booked in house by the Company's CFO's office, from which the Company
prepares financial reports.  These financial reports are audited or
reviewed by Lazar Levine & Felix LLP, independent certified accountants and
auditors.  The Company's chief financial officer reviews the preliminary
financial and non-financial information prepared in house with the
Company's securities counsel and the auditors.  The committee reviews the
preparation of the Company's audited and unaudited periodic financial
reporting and internal control reports prepared by the Company's chief
financial officer.  The committee reviews significant changes in accounting
policies and addresses issues and recommendations presented by the
Company's internal and external certified accountants as well as the
Company's auditors.  Currently, there is one vacancy on the audit
committee.

Compensation Committee

      The Company's compensation committee is composed of three independent
directors who review the compensation structure and policies concerning
executive compensation.  The committee develops proposals and
recommendations for executive compensation and presents those
recommendations to the full board for consideration.  The committee
periodically reviews the performance of the Company's other members of
management and the recommendations of the chief executive officer with
respect to the compensation of those individuals.  Given the size of the
Company, all such employment contracts are periodically reviewed by the
board.  The board must approve all compensation packages that involve the
issuance of the Company's stock or stock options.  Currently, there is one
vacancy on the compensation committee.


<PAGE>  16


Nominating Committee

      The nominating committee was established in the second quarter 2002
and consists of those members of the director Class not up for election.
The committee is charged with determining those individuals who will be
presented to the shareholders for election at the next scheduled annual
meeting.  The full board fills any mid term vacancies by appointment.


CRITICAL ACCOUNTING POLICIES

Estimates

      This discussion and analysis of the Company's consolidated financial
condition and results of operations are based on the Company's consolidated
financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America.
The preparation of these financial statements requires the Company to make
estimates and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  On an on-going basis, the Company
evaluates the Company's estimates, including those related to reserves for
bad debts and valuation allowance for deferred tax assets.  The Company
bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
result of which forms the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other
sources.  Actual results may differ materially from these estimates under
different assumptions or conditions.  The Company's use of estimates,
however, is quite limited as the Company has adequate time to process and
record actual results from operations.

Revenue recognition

United States
-------------

      The Company recognizes revenue in the United States at the gross
amount of its invoices for the sale of finished product to wholesale
buyers.  The Company takes title to its branded flavored milks when they
are shipped by the Company's third party processors and recognize as
revenue the gross wholesale price charged to the Company's wholesale
customers.  The Company's gross margin is determined by the reported
wholesale price less the cost charged by Jasper Products, the Company's
third party processor, to produce the branded milk products.

      Prior to 2004, the Company reported revenue in the United States from
its sale of "kits" to third party processors and from the differential
between the cost of producing its finished product and the wholesale price
of its finished product.  Commencing in the first quarter 2004, the Company
reports revenue from its sale of finished product on the wholesale level.
The Company reports the cost of producing the product charged by a third
party processor as the cost of goods sold.  This change in revenue
recognition has resulted in materially higher reported revenue for the
Company, with a corresponding material increase in reported costs of goods
sold.


<PAGE>  17


      In certain circumstances in its U.S. business, the Company is
required to pay slotting fees, give promotional discounts or make marketing
allowances in order to secure wholesale customers.  These payments,
discounts and allowances reduce the Company's reported revenue in
accordance with the guidelines set forth in EITF 01-9 and SEC Staff
Accounting Bulletin No. 101.

International Sales
-------------------

      The Company recognizes revenue in its international (non US) business
at the gross amount of its invoices for the sale of kits at the time of
shipment of flavor ingredients to processor dairies with whom the Company
has production contracts for extended shelf life and aseptic long life
milk.  The Company bases this recognition on its role as the principal in
these transactions, its discretion in establishing kit prices (including
the price of flavor ingredients and production right fees), its development
and refinement of flavors and flavor modifications, its discretion in
supplier selection and its credit risk to pay for ingredients if processors
do not pay ingredient suppliers.  The revenue generated by the production
contracts under this model consists of the cost of the processors' purchase
of flavor ingredients and fees charged by the Company to the processors for
production rights.  The Company formulates the price of production rights
to cover the Company's intellectual property licenses, which varies by
licensor as a percentage of the total cost of a kit sold to the processor
dairy under the production agreement.  The Company recognizes revenue on
the gross amount of "kit" invoices to the dairy processors and
simultaneously records as cost of goods sold the cost of flavor ingredients
paid by the processor dairies to ingredients supplier.  The recognition of
revenue generated from the sale of production rights associated with the
flavor ingredients is complete upon shipment of the ingredients to the
processor, given the short utilization cycle of the ingredients shipped.

      Pursuant to EITF 99-19, international sales of kits made directly to
customers by the Company are reflected in the statements of operations on a
gross basis, whereby the total amount billed to the customer is recognized
as revenue.

RESULTS OF OPERATIONS

Financial Condition at September 30, 2004
-----------------------------------------

      As of September 30, 2004, we had an accumulated deficit of
$32,990,665, cash on hand of $58,263 and reported total capital deficit of
$3,108,608.

      For this same period of time, we had revenue of $2,704,992 and
general and administrative expense of $2,213,326.

      After interest expenses of $154,817, cost of goods sold of
$1,893,834, product development costs of $55,104 and selling expenses of
$1,270,042 incurred in the operations of the Company, we had a net loss of
$2,882,131.


<PAGE>  18


Nine Months Ended September 30, 2004 Compared to Nine Months Ended
------------------------------------------------------------------
September 30, 2003
------------------

Consolidated Revenue

      We had revenues for the nine months ended September 30, 2004 of
$2,704,992, with cost of sales of $1,893,834, resulting in a gross margin
of $811,158.  This revenue and resultant gross margin is net of slotting
fees, promotional discounts and marketing allowances for this period in the
amount of $126,469.  Of the reported $2,704,992, U.S. sales accounted for
$2,301,844 with an additional $403,148 from international sales.  We did
not have revenue in 2004 in Canada or for the three months ended September
30, 2004 in the Middle East.  Our reported revenue for the nine months
ended September 30, 2004 increased by $1,618,555, a 148.98% increase
compared to revenue of $1,086,437 for the same period in 2003.  This
increase is the result of a change in the Company's method of revenue
recognition in the United States, commencing January 1, 2004, when the
Company began to act as the principal in these transactions, rather than as
an agent.  In addition, in the first quarter of 2004, the Company began to
phase out its Looney Tunes(TM) flavored milk products and to develop four
new branded product lines in the United States, including the launch of the
Company's Slammers(R) line of Marvel Comics Super Heroes(TM) branded
flavored milks during the second quarter 2004.  The Company also began to
ship kits to its third-party Middle East dairy processor during the second
quarter 2004.

Consolidated Cost of Sales

      We incurred cost of goods sold of $1,893,834 for the nine months
ended September 30, 2004, $1,820,432 of which was incurred in our U.S.
business, and $73,402 in connection with out international sales.  Cost of
goods sold in 2004 increased by $1,717,826, a 975.99% increase compared to
$176,008 for the same period in 2003.  The increase in cost of goods sold
reflects an increase in sales, the change in the Company's role from agent
to principal during this period and the concomitant increase in reported
cost of goods sold associated with that change.

      In countries except the United States, the Company's revenue is
generated by the sale of kits to dairy processors.  Each kit consists of
flavor ingredients for flavored milks and production rights to manufacture
and sell the milks.  In line with the Company's revenue recognition
policies, the Company recognizes the full invoiced kit price as revenue,
less the cost of production charged by the processor, which the Company
records as cost of goods sold.

      In the United States, the Company is responsible for the sale of
finished Slammers(R) flavored milk (referred to as "unit sales") to retail
outlets.  For these unit sales, the Company recognizes as revenue the
invoiced wholesale prices that the Company charges to the retail outlets
that purchase the Slammers(R) flavored milks.  The Company reports as cost
of goods sold the price charged to it by Jasper Products, a third party
processor under contract with the Company, for producing the finished
Slammers(R) products.

Segmented revenues and costs of sales

      The following table presents revenue by source and type against costs
of goods sold, as well as combined gross revenues and gross margins.  In
countries other than the United States,


<PAGE>  19


revenues for the period ended September 30, 2004 were generated by kit
sales to third party processors.  The Company's revenue from the sale of
finished product to retail outlets is recorded as "unit sales" on the
following table.

<TABLE>
<CAPTION>

Nine Months Ended                                                                          Total
September 30, 2004           United States      Canada       Mexico      Middle East      Company
                             -------------      ------       ------      -----------      -------


                          <c>               <c>          <c>           <c>           <c>
Revenue - unit sales         $  2,236,383      $      -     $      -      $       -     $2,236,383
Revenue - gross kit sales          65,461             -       83,518        319,630        468,609
                             ------------      --------     --------      ---------     ----------
Total revenue                   2,301,844             -       83,518        319,630      2,704,992
Cost of goods sold             (1,820,432)            -      (31,101)       (42,301)    (1,893,834)
                             ------------      --------     --------      ---------     ----------

Gross margin                 $    481,412      $      -     $ 52,417      $ 277,329     $  811,158
                             ============      ========     ========      =========     ==========

<CAPTION>

Nine Months Ended                                                                          Total
September 30, 2003           United States      Canada       Mexico         China         Company
                             -------------      ------       ------         -----         -------


                          <c>               <c>          <c>           <c>           <c>
Revenue - unit sales         $    336,644      $      -     $      -      $       -     $  336,644
Revenue - net kit sales             2,737             -            -              -          2,737
Revenue - gross kit sales         556,490        43,745      111,463         35,358        747,056
                             ------------      --------     --------      ---------     ----------
Total revenue                     895,871        43,745      111,463         35,358      1,086,437
Cost of goods sold               (111,869)      (10,402)     (35,610)       (18,127)      (176,008)
                             ------------      --------     --------      ---------     ----------

Gross margin                 $    784,002      $ 33,343     $ 75,853      $  17,231     $  910,429
                             ============      ========     ========      =========     ==========
</TABLE>

      United States
      -------------

      Revenues for the period ended September 30, 2004 from unit sales in
the United States increased from $336,644 for the same period in 2003 to
$2,236,383 in 2004, a 564% increase.  The increase is the result of a
change in revenue recognition and the introduction of the Company's new
product lines during this period.

      In the period ended September 30, 2004, the Company's gross margin
for U.S. sales of $481,412, decreased by $302,590, or by 38.6%, from
$784,002 for the same period in 2003.  The decrease in gross margin was the
result of the Company's role change from agent to principal in its US sales
transactions, which required the Company to recognize the entire cost of
production of its milk products against revenues from the wholesale sales
for those products.

      Foreign Sales
      -------------

      Revenues for the period ended September 30, 2004 from kit sales in
foreign countries increased from $190,566 for the same period in 2003 to
$403,148, a 111.6 % increase.  The increase is the result of sales growth
in Mexico during this period.


<PAGE>  20


      The Company recorded $73,402 in costs of kit sales in foreign
countries for the period ended September 30, 2004, an increase of $9,263 or
14.4% from $64,139 for the same period in 2003.  As a percentage of sales,
the costs of goods sold decreased to 18.21% for the period ended September
30, 2004, from 33.7% for the same period in 2003.  The reduction of cost of
goods sold as a percentage of sales was the result of greater efficiencies
of shipment and lower costs in sourcing the product ingredients in Europe,
rather than the United States.

      For the period ended September 30, 2004, the Company's gross profit
of $329,746 for kit sales in foreign countries increased by $203,319, or
160.83%, from $126,427 for the same period in 2003.  The increase in gross
profit was consistent with the increase in sales volume and the decease in
cost of goods sold for this period.

Consolidated Operating Expenses

      The Company incurred selling expenses of $1,270,042 for the period
ended September 30, 2004, of which the Company incurred $1,172,192 in its
United States operations.  The Company's selling expense for this period
increased by $232,128, a 22.36% increase compared to selling expense of
$1,037,914 for the same period in 2003.  The increase in selling expenses
in the current period was due to increased freight and promotional charges
associated with the Company's transition away from its Looney Tunes(TM)
product line and the development of four new product lines by the Company,
utilizing newly licensed and directly owned branded trademarks.

      The Company incurred general and administrative expenses for the
period ended September 30, 2004 of $2,213,326, most of which the Company
incurred in its United States business operations.  The Company's general
and administrative expenses for this period increased by $444,074, a 25.1%
increase compared to $1,769,252 for the same period in 2003.  The increase
in general and administrative expenses for the current period in 2004 is
the result of the accrual of the compensation value of the conversion of
management's and directors' options to common stock, in the amount of
$431,600.  This expense is a one time charge.

      As a percentage of total revenue, the Company's general and
administrative expenses decreased from 162.8% in the period ended September
30, 2003, to 81.8% for the current period in 2004.  The Company anticipates
a continued effort to reduce these expenses as a percentage of sales
through revenue growth, cost cutting efforts and the refinement of business
operations.

Interest Expense

      The Company incurred interest expense for the period ended September
30, 2004 of $154,817.  The Company's interest expense increased by
$147,317, a 1,964% increase compared to $7,500 for the same period in 2003.
The increase was due to additional loans in 2004 and utilizing debt to
finance the Company's operations during this period's transition in
licensors of intellectual property utilized by the Company and the
development and launch of new product lines.


<PAGE>  21


Loss Per Share

      The Company accrued dividends payable of $291,460 to various series
of preferred stock during the period ended September 30, 2004.  The
Company's accrued dividends increased for this period by $41,431, or
16.57%, from $250,029 for the same period in 2003.  The increase in net
loss before accrued dividends of $970,106, from $1,912,025 for the period
ended September 30, 2003 to $2,882,131 for the current period, and the
increase in accrued dividends, was offset by the increase in the weighted
average number of common shares outstanding, resulting in a decrease in the
Company's current period loss per share from $0.10 for the same period in
2003, to a loss per share of $0.08 for the current period.  The net loss
for the three month period ended September 30, 2004, represents a loss per
share of $0.03.

Three Months Ended September 30, 2004 Compared to the
-----------------------------------------------------
Three Months Ended September 30, 2003
-------------------------------------

Revenue

      The Company had revenues for the three months ended September 30,
2004 of $825,430, with cost of sales of $628,747, resulting in a gross
profit of $196,683, or 23.8% of sales. This revenue and resultant gross
margin is net of slotting fees and promotional discounts for this period in
the amount of $57,366.  Absent the contra revenue effect of these fees and
discounts, the Company's had a gross margin of 28.78%.  Of the reported
$825,430, $768,250 was from sales in the Company's U.S. operation, and
$57,150 from sales in Mexico.  The Company did not report any sales for
Canada or the Middle East in the three months ended September 30, 2004.
Our reported revenue for the three months ended September 30, 2004
increased by $490,893, a 146.74% increase compared to revenue of $334,537
for the three months ended September 30, 2003.  The increase in revenue in
the United States for the three months ended September 30, 2004 is the
result of a change in revenue recognition and the introduction of the
Company's new product lines during this period.  The lack of sales in the
Middle East for the three months ended September 30, 2004 was the result of
pipeline effect purchases in the prior quarter.

Cost of Goods Sold

      The Company incurred cost of goods sold of $628,747 for the three
months ended September 30, 2004, most of which was incurred in our U.S.
operations.  Our cost of goods sold for this period increased by $575,274,
a 1,076% increase compared to $53,473 for the three months ended September
30, 2003.  The increase in cost of goods sold in the United States for the
three months ended September 30, 2004 is the result of a change in revenue
recognition and the corresponding material increase in the cost of good
sold associated wit that change.

Operating Expense

      The Company incurred selling expenses for the three months ended
September 30, 2004 of $652,622 most of which was incurred in our U.S.
operation.  Selling expenses increased for the three months ended September
30, 2004 by $295,238, an 82.61% increase compared to the


<PAGE>  22


selling expense of $357,384 for the three months ended September 30, 2003.
The increase in selling expenses is the result of the adoption of the
refined business plan in the U.S. for the Company's North America Bravo!
operations, including the costs associated with the sale of finished
product to retail establishments through brokers and distributors.

      The Company incurred general and administrative expenses for the
three months ended September 30, 2004 of $551,299, all of which was
incurred in the U.S. operations.  General and administrative expenses for
the three months ended September 30, 2004 increased by $73,178, a 15.3%
increase compared to $478,121 for the same period in 2003.  This increase
was the result of the costs associated with the development and launch of
new product lines and licensing costs.

Interest Expense

      The Company incurred interest expense for the three months ended
September 30, 2004 of $79,822.  Interest expense for the three months ended
September 30, 2004 increased by $76,401, a 2,233% increase compared to
$3,421, for the same period in 2003.  This increase was the result of
additional loans in this period and utilizing debt to finance the Company's
operations during this period's transition in licensors of intellectual
property utilized by the Company and the development and launch of new
product lines.

Net Loss

      The Company had a net loss in for the three months ended September
30, 2004 of $1,120,992 compared with a net loss of $563,996 for the same
period in 2003.  The net loss increased by $556,996 or 98.75% compared to
the same period in 2003.  The increase in net loss resulted from the costs
associated with the development and launch of new product lines, licensing
costs and the change in revenue recognition with the associated increase in
reported cost of goods sold and decrease of the gross margin.

LIQUIDITY AND CAPITAL RESOURCES

      As of September 30, 2004, the Company reported that net cash used in
operating activities was $3,392,948, net cash provided by financing
activities was $3,439,999 and net cash used in investing activities was
$47,647.  The Company had a negative working capital of $2,473,031 as of
September 30, 2004.

      Compared to $1,118,564 of net cash used in operating activities in
the period ended September 30, 2003, the Company's current year net cash
used in operating activities increased by $2,274,384 to $3,392,948.  This
increase was the result the Company's 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 were
depreciation and amortization and stock compensation for a finder fee
aggregating $364,995, compared to $102,843 for the same period in 2003.

      Changes in accounts receivable in this current period in 2004
resulted in a cash decrease of $8,490, compared to a cash increase in
receivables of $132,635 for the same period in 2003, having a net result of
a decrease of $141,125.  The changes in accounts payable and accrued


<PAGE>  23


liabilities in the period ended September 30, 2003 contributed to a cash
increase of $728,498, whereas the changes in accounts payable and accrued
liabilities for the current period in 2004 amounted to an decrease of
$224,031.  The Company has adopted and will keep implementing cost-cutting
measures to lower its costs and expenses and to pay the Company's accounts
payable and accrued liabilities by using cash and equity instruments.  The
Company's cash flow generated through operating activities was inadequate
to cover all of its cash disbursement needs in the period ended September
30, 2004, and the Company had to rely on equity and debt financing to cover
expenses.

      The Company's cash used in 2004 in investing activities for equipment
was $47,647 for software, computer equipment and leasehold improvements in
the U.S., compared to $31,362 for the same period in 2003.

      The Company's net cash provided by financing activities for the
period ended September 30, 2004 was $3,439,999.  New cash provided by
financing activities for the same period in 2003 was $1,027,062, for a net
increase of $2,412,937.  The increase was due to issuing Series K preferred
stock with gross proceeds of $950,000 and debt in the aggregate amount of
$2,639,999 in this current period.

      The Company used the proceeds of the current period financing for
working capital purposes and to repay approximately $1,128,386 under a note
to Jasper Products.

      Going forward, the Company's primary requirements for cash consist of
(1) the continued development of the Company's business model in the United
States and on an international basis; (2) general overhead expenses for
personnel to support the new business activities; (3) development, launch
and marketing costs for the Company's line of new branded flavored milk
products, and (4) the payment of guaranteed license royalties.  The Company
estimates that its need for financing to meet cash needs for operations
will continue to the fourth quarter of 2004, when cash supplied by
operating activities will approach the anticipated cash requirements for
operation expenses.  The Company anticipates the need for additional
financing in 2004 to reduce the Company's liabilities, assist in marketing
and to improve shareholders' equity status.  No assurances can be given
that the Company will be able to obtain additional financing or that
operating cash flows will be sufficient to fund the Company's operations.

      The Company currently has monthly working capital needs of
approximately $200,000.  The Company will continue to incur significant
selling and other expenses in the remainder of 2004 and into 2005 in order
to derive more revenue in retail markets, through the introduction and
ongoing support of its new products.  Certain of these expenses, such as
slotting fees and freight charges, will be reduced as a function of unit
sales costs as the Company expands its sales markets and increases its
sales within established markets.  Freight charges will be reduced as the
Company is able to ship more full truck-loads of product given the reduced
per unit cost associated with full truck loads versus less than full truck
loads.  Similarly, slotting fees, which are paid to warehouses or chain
stores as initial set up or shelf space fees, are essentially one-time
charges per new customer.  The Company believes that along with the
increase in the Company's unit sales volume, the average unit selling
expense and associated costs will decrease, resulting in gross margins
sufficient to mitigate the Company's cash needs.  In addition, the Company
is actively seeking additional financing to support its operational needs
and to develop an expanded promotional program for the Company's products.


<PAGE>  24


      The Company is continuing to explore new points of sale for its
branded flavored milk.  Presently, the Company is aggressively pursuing the
school and vending market through trade/industry shows and individual
direct contacts.  The implementation of such a school base program, if
viable, could have an impact on the level of the Company's revenue during
2004.  Similarly, the Company expects that the greater control over sales
resulting from its refined business model and the anticipated expansion
into bodega stores as well as national chains, such as 7-Eleven, will have
a positive impact on revenues in 2004.

New Product Lines

      In the third quarter 2003, the Company commenced an analysis of the
Looney Tunes(TM) brand performance within the context of the possible
renewal of its Warner Bros. licenses for United States, Mexico, China and
Canada.  In the fourth quarter 2003, the Company concluded that, as a
function of the sales of flavored milks, the Looney Tunes(TM) brand has not
supported the guaranteed royalty structure required by Warner Bros. for its
licenses.  In the fourth quarter 2003, the Company decided not to renew its
license agreements with Warner Bros., and began to develop new products in
anticipation of the consummation of other license relationships with Marvel
Comics and MoonPie for co-branded flavored milk, as well as a new single
Slammers(R) brand.  The Company has developed new aseptic products in
anticipation of these licenses and its own singular brand.  The Company
launched its Marvel branded Slammers(R) Ultimate Milkshake products in the
second quarter 2004 and plans to launch the rest of the following new
products in the third quarter 2004.

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------
                                        Moon Pie-
Brand          Marvel-Slammers          Slammers               Slim Slammers      Pro-Slammers
---------------------------------------------------------------------------------------------------

            <c>                      <c>                    <c>                <c>
Item           Ultimate Milkshake       Flavored milk;         Low calorie, no    Protein Shake
                                        reduced fat 2%         sugar added,
                                        milk                   low carb 1%
                                                               milk

-----------------------------------------------------------------------------------------------
Licensed       Marvel Super Hero        MoonPie logo and       Slim Slammers      Extreme Sports
Property       comic book               trade dress, and       trademark          athletes, and Pro
               characters and           Slammers mark          (owned by          Slammers mark
               Slammers mark            (owned by Bravo!       Bravo! Foods)      (owned by
               (owned by Bravo!         Foods)                                    Bravo! Foods)
               Foods)

---------------------------------------------------------------------------------------------------
Packaging      16 oz bottles; 11.2      16 oz bottles; 11.2    16 oz bottles      16 oz bottles;
               oz Tetra Prisma          oz Tetra Prisma                           11.2 oz Tetra
                                                                                  Prisma

---------------------------------------------------------------------------------------------------
Description    Whole milk shake; 5      Chocolate and          Chocolate          Double protein
               flavors; vitamin         banana flavors;        Fudge and          shake; 4 flavors;
               fortification matches    fortified with 10      French Vanilla;    fortified with 10
               Marvel Super Hero        essential vitamins     calcium added      essential
               powers                                                             vitamins
---------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>  25


      Coincident with the Marvel license, the Company executed a production
agreement with Saudia Dairy & Foodstuff Company (SADAFCO), one of the
largest Middle East dairy processors, headquartered in Jeddah, Saudi
Arabia.  SADAFCO will process the Company's Slammers (R) branded flavored
milks, including the Marvel line, for distribution in eleven Middle East
countries.  SADAFCO has the capacity to process the Company's branded milk
products for distribution throughout the European Community.  The Company's
international business is facilitated by AsheTrade, the Company's
international agent, with offices in Miami, FL and Jeddah, Saudi Arabia.

      On September 21, 2004, the Company entered into a licensing agreement
with Masterfoods USA, a division of Mars, Incorporated, for the use of
Masterfood's Milky Way(R), Starburst(R) and 3 Musketeers(R) trademarks in
connection with the manufacture, marketing and sale of single serving
flavored milk drinks in the United States, its Possessions and Territories,
and US Military installations worldwide.  The license limits the
relationship of the parties to separate independent entities.  The initial
term of the license agreement expires December 31, 2007.  The Company has
agreed to pay a royalty based upon the total net sales value of the
licensed products sold and advance payments of certain agreed upon
guaranteed royalties.  Ownership of the licensed marks and the specific
milk flavors to be utilized with the marks remains with Masterfoods.  The
Company has been granted a right of first refusal for other milk beverage
products utilizing the Masterfoods marks within the license territory.

DEBT STRUCTURE

      As of September 30, 2004, the Company has recorded $147,115 in
guaranteed royalty payments to Warner Bros. for the now expired China
Looney Tunes license.  The China license had been extended to October 29,
2003 by agreement of the parties, and the Company did not seek another
license from Warner Bros. for China.  This decision was based upon the lack
of sales in the Company's China markets and what the Company perceived to
be the licensor's continuing overall lack of brand support in China.  The
Company and Warner Bros. dispute the contractual necessity of the payment
of the balance owed on the China license as a result of the above
circumstances.

International Paper
-------------------

      During the process of acquiring from American Flavors China, Inc. the
52% of equity interest in Hangzhou Meilijian, the Company issued an
unsecured promissory note to assume the American Flavors' debt owed to a
supplier, International Paper.  The face value of that note was $282,637 at
an interest rate of 10.5% per annum, without collateral.  The note had 23
monthly installment payments of $7,250 with a balloon payment of $159,862
at the maturity date of July 15, 2000.  On July 6, 2000, International
Paper agreed to extend the note to July 1, 2001, and the principal amount
was adjusted due to a different interest calculation.  International Paper
imposed a charge of $57,000 to renegotiate the note owing to the failure of
Hangzhou Meilijian to pay for certain packing material, worth more than
$57,000 made to order in 1999.  The current outstanding balance on this
note is $187,743.  The Company is delinquent in its payments under this
note.


<PAGE>  26


Individual Loans
----------------

      On November 6 and 7, 2001, respectively, the Company received the
proceeds of two loans aggregating $100,000 from two offshore lenders.  The
two promissory notes, one for $34,000 and the other for $66,000, were
payable February 1, 2002 and bear interest at the annual rate of 8%.  These
loans are secured by a general security interest in all the Company's
assets.  On February 1, 2002, the parties agreed to extend the maturity
dates until the completion of the anticipated Series H financing.  On
September 18, 2002, the respective promissory note maturity dates were
extended by agreement of the parties to December 31, 2002.  On September
18, 2002, the Company agreed to extend the expiration dates of warrants
issued in connection with the Company's Series D and F preferred until
September 17, 2005 and to reduce the exercise price of certain of those
warrants to $1.00, in partial consideration for the maturity date
extension.  The holders of these notes have agreed to extend the maturity
dates and the notes are now payable on a demand basis.

      On August 27, 2003, the Company received the proceeds of a loan from
Mid-Am Capital, L.L.C., in the amount of $150,000.  The note was payable
November 25, 2003 and bears interest at the annual rate of 10%.  This loan
was secured by a general security interest in all the Company's assets.  On
April 2, 2004, this note was paid and cancelled.

      On January 28, 2004, the Company converted accounts payable in the
amount of $1,128,386 by the issuance of a 10% short term promissory note to
Jasper Products, LLC, dated January 1, 2004, in the principal amount of
$1,128,386 for amounts owed to Jasper in connection with Jasper's
processing and sale of the Company's products.  As of March 31, 2004, the
Company paid $200,000 in principal and was credited an additional $11,350.
On April 20, 2004, the Company paid an additional $200,000.  On May 7,
2004, the Company paid $717,036 in full payment of the note's principal and
accrued interest.

      On May 6, 2004, the Company issued a secured promissory note to Mid-
Am Capital LLC in the principal amount of $750,000.  The note provides for
8% interest.  The note's original maturity date of September 4, 2004 has
been extended to November 2, 2004.  The Company issued warrants to purchase
3,000,000 shares of the Company's common stock to Mid-Am in connection with
this promissory note.  The warrants are exercisable for one year from issue
at an exercise price of $0.25 per share.  The Company used the proceeds of
this promissory note to pay the promissory note issued to Jasper Products
in January 2004.

EFFECTS OF INFLATION

      The Company believes that inflation has not had any material effect
on its net sales and results of operations.

ITEM 3.  CONTROLS AND PROCEDURES

a)    Evaluation of Disclosure Controls and Procedures.  The Company's
Chief Executive Officer and the Company's principal financial officer,
after evaluating the effectiveness of the


<PAGE>  27


Company's disclosure controls and procedures (as defined in the Securities
Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c) as of a date within 90
days of the filing date of this report on Form 10-QSB (September 30, 2004),
have concluded that as of the Evaluation Date, the Company's disclosure
controls and procedures were adequate and effective to ensure that material
information relating to the Company and the Company's consolidated
subsidiaries would be made known to them by others within those entities,
particularly during the period in which this quarterly report on Form 10-
QSB was being prepared.

b)    Changes in Internal Controls. There were no significant changes in
the Company's internal controls or in other factors that could
significantly affect the Company's disclosure controls and procedures
subsequent to the Evaluation Date, nor any significant deficiencies or
material weaknesses in such disclosure controls and procedures requiring
corrective actions.  As a result, no corrective actions were taken.

PART II - OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

      On August 9, 2004, the Company converted $50,000 of its November 2003
Convertible Promissory Note into 1,000,000 shares of common stock pursuant
to an August 5, 2004 notice of conversion from Gamma Opportunity Capital
Partners LP, at a fixed conversion price of $0.05.  The conversion did not
include accrued and unpaid interest on the converted amount.  The Company
issued the underlying common stock upon conversion pursuant to the
Company's SB-2 registration statement, declared effective on August 3,
2004.

      On August 23, 2004, the Company converted $50,000 of its April 2004
Convertible Promissory Note into 500,000 shares of common stock pursuant to
an August 5, 2004 notice of conversion from Longview Fund LP, at a fixed
conversion price of $0.10.  The conversion did not include accrued and
unpaid interest on the converted amount.  The Company issued the underlying
common stock upon conversion pursuant to the Company's SB-2 registration
statement, declared effective on August 3, 2004.

      On September 27, 2004, the Company converted $50,000 of its April
2004 Convertible Promissory Note into 500,000 shares of common stock
pursuant to a September 21, 2004 notice of conversion from Longview Fund
LP, at a fixed conversion price of $0.10.  The conversion did not include
accrued and unpaid interest on the converted amount.  The Company issued
the underlying common stock upon conversion pursuant to the Company's SB-2
registration statement, declared effective on August 3, 2004.

Subsequent Events

      On October 6, 2004, the Company converted $20,000 of its November
2003 Convertible Promissory Note into 500,000 shares of common stock
pursuant to a September 23, 2004 notice of conversion from Gamma
Opportunity Capital Partners LP, at a fixed conversion price of $0.05.  The
conversion did not include accrued and unpaid interest on the converted
amount.  The Company issued the underlying common stock upon conversion
pursuant to the Company's SB-2 registration statement, declared effective
on August 3, 2004.


<PAGE>  28


      On October 6, 2004, the Company issued 500,000 shares of its common
stock to Knightsbridge Holdings, LLC, pursuant to a consulting agreement
dated November 10, 2003.  The Company issued the underlying common stock
pursuant to the Company's SB-2 registration statement, declared effective
on August 3, 2004.  The issued and outstanding equity reported in the
Company's Form 10QSB for the period ended March 31, 2004 reflects these
shares of common stock.

      On October 15, 2004, the Company issued 750,000 shares of its common
stock to Marvel Enterprises, Inc., as partial compensation under a license
agreement dated February 1, 2004.  The Company issued the underlying common
stock pursuant to the Company's SB-2 registration statement, declared
effective on August 3, 2004.  The issued and outstanding equity reported in
the Company's Form 10QSB for the period ended March 31, 2004 reflects these
shares of common stock.

      On October 29, 2004, the Company entered into Subscription Agreements
with Longview Fund, LP, Alpha Capital Aktiengesellschaft, Whalehaven Funds
Limited and Stonestreet Limited Partnership for the issuance of convertible
10% notes in the aggregate amount of $550,000 and five-year "C" warrants
for the purchase of, in the aggregate, 2,200,000 shares of common stock, at
$0.15 per share, and the repricing of five-year "A" warrants, issued June
30, 2004 for the purchase of, in the aggregate, 3,200,000 shares of common
stock, from $0.25 to $0.15 per share.  The notes are convertible into
shares of common stock of the Company at $0.10 per common share.
Conversions are limited to a maximum ownership of 9.99% of the underlying
common stock at any one time.  The notes are payable in twelve equal
monthly installments, commencing May 1, 2005.  The installment payments
consist of principal and a "premium" of 20% of the principal paid per
installment.  The Company has the option to defer such payment until the
note's maturity date on April 30, 2006, if the Company's common stock
trades above $0.15 for the five trading days prior to the due date of an
installment payment and the underlying common stock is registered.  In
connection with this transaction, the Company issued additional notes,
without attached warrants, in the aggregate amount of $27,500 to Gem
Funding, LLC, Bi-Coastal Consulting Corp., Stonestreet Limited Partnership
and Libra Finance, S.A upon identical terms as the principal notes, as a
finder's fee, and paid $12,500 in legal fees.  The common stock underlying
all notes and warrants carry registration rights.  The Company issued the
convertible notes and warrants to accredited investors, pursuant to a
Regulation D offering.

Item 6.  Exhibits and Reports on Form 8-K

Exhibits - Required by Item 601 of Regulation S-B:

      No. 31:    Rule 13a-14(a) / 15d-14(a) Certifications
      No. 32:    Section 1350 Certifications

(b)   Reports on Form 8-K

      Form 8-K concerning interim results of product launch, filed on
      July 12, 2004


<PAGE>  29


      Form 8-K concerning public conference call, filed on August 12, 2004

      Form 8-K concerning Masterfoods License Agreement, filed on
      September 29, 2004

      Form 8-K concerning $550,000 Convertible Note financing, filed on
      November 1, 2004


SIGNATURES

In accordance with the requirements of the Exchange Act of 1934, the
registrant caused this report to be signed on its behalf of the
undersigned, duly authorized.

BRAVO! FOODS INTERNATIONAL CORP.
(Registrant)
Date: November 12, 2004


/s/Roy G. Warren
Roy G. Warren, Chief Executive Officer

In accordance with the Securities Exchange Act of 1934, Bravo! Foods
International Corp. has caused this amended report to be signed on its
behalf by the undersigned in the capacities and on the dates stated.

Signature                  Title                            Date
---------                  -----                            ----

/S/ Roy G. Warren          Chief Executive Officer          November 12, 2004
and Director


/S/ Tommy E. Kee           Chief Financial Officer          November 12, 2004


<PAGE>  30