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


                                 FORM 10-KSB

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934


           Report For Period January 1, 2001 to December 31, 2001


                      BRAVO! FOODS INTERNATIONAL CORP.
           ----------------------------------------------
           (Name of Small Business Issuer in its Amended Charter)

                       Commission File Number  0-20549

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


      11300 US Highway 1, Suite 202, North Palm Beach, Florida 33408 USA
------------------------------------------------------------------------
       (Address of principal executive offices)                (Zip Code)

                      Telephone number:      (561) 625-1411
                                             --------------

        Securities registered under Section 12(b) of the Exchange Act:
                                     None

        Securities registered under Section 12(g) of the Exchange Act
                        Common Stock, $.001 par value
                              (Title of class)
------------------------------------------------------------------------

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [ X ]  No [ ]

Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]

The issuer's revenues for its most recent fiscal year were $869,227.

The aggregate market value of the voting stock held by non-affiliates of
the issuer on March 25, 2002, based upon the $0.42 per share average bid
and asked prices of such stock on that date, was $4,688,131.  The number of
issuer's shares of common stock outstanding as of March 25, 2002 was 16,
221,909.

Transitional Small Business Disclosure Format (check one): Yes [ ]  No [X]

             DOCUMENTS INCORPORATED BY REFERENCE:  See Exhibits


<PAGE>


FORWARD-LOOKING STATEMENTS

      Statements that are not historical facts, including statements about
the Company's prospects and strategies and its 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 Company's 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 actual results, performance or achievements of
the Company 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 its
performance projections; and the Company's ability to obtain financing on
acceptable terms to finance its operations until profitability.

                                   PART I

ITEM 1 - DESCRIPTION OF BUSINESS

      The Company is a Delaware corporation, which formerly owned the
majority interest in two Sino-American joint ventures in China, known as
Green Food Peregrine Children's Food Co. Ltd. and Hangzhou Meilijian Dairy
Products Co., Ltd.  Presently, the Company wholly owns a so-called "free
trade zone" subsidiary in Shanghai, known as China Premium Food Corp
(Shanghai) Co., Ltd., as well as a U.S. subsidiary, known as Bravo! Foods,
Inc.

      The Company was formed on April 26, 1996, and was formerly known as
Shakespeare Holding, Inc.  In February 1997, Shakespeare merged with Manor
Products Corp., a Delaware company established on January 26, 1996, and
changed its name to China Peregrine Food Corporation. Manor was a shell
company with 331 shareholders and no operating history. Similarly, China
Peregrine Food Corporation was a company without substantial assets or
operating activity until it purchased the assets of China Peregrine
Enterprises Limited in March 1997.


<PAGE>  2


      Our March 5, 1997 purchase of the assets of China Peregrine
Enterprises Limited resulted in our becoming an operating entity. These
assets consisted of the equity position and contractual rights, which China
Peregrine Enterprises had, in the Green Food Peregrine Chinese joint
venture. In consideration for this purchase, the Company issued 45% of its
outstanding common stock to the limited partnership.  Despite various
business strategies, product shifts and attempted management changes, Green
Food Peregrine's pasteurized milk business failed to reach economic
viability, never having penetrated more than 3% of the relevant market.
The business activities of Green Food Peregrine ceased in December of 1999.

      On September 3, 1997 and June 28, 1998, respectively, the Company
executed agreements to acquire a 52% interest in Hangzhou Meilijian Dairy
from American Flavors China, Inc., a Delaware corporation, which
acquisition was approved by the Chinese government in 1998.  The remaining
48% of Hangzhou Meilijian is owned by Hangzhou Dairy Co., a controlled
entity of the regional Chinese government.  The Company encountered
management difficulties with this joint venture around new product issues.
In December 2000, the Chinese government approved the buy out of our equity
interest in this joint venture by our Chinese partner.  That buy out
transaction has closed and the Company has received approximately $900,000
for its interest.

      In December 1999, the Company obtained Chinese government approval
for the registration of a new wholly owned subsidiary in the Wai Gao Qiao
"free trade zone" in Shanghai, China. The Company formed this import-export
company to import, export and distribute food products on a wholesale level
in China. China Premium (Shanghai) is our legal presence in China with
respect to contractual arrangements for the marketing and distribution of
branded food products.

      In December of 1999, the Company formed Bravo! Foods, Inc., a wholly
owned Delaware subsidiary, which the Company will utilize to advance our
business strategy of promoting and distributing branded Looney Tunes(TM)
products in the United States, through strategic arrangements with local
dairy processors.

      On February 1, 2000, the Company changed its name from China
Peregrine Food Corporation to China Premium Food Corporation and on March
16, 2001 the Company changed its name to Bravo! Foods International Corp..

The Business

      In light of the non-profitable experiences with existing joint
ventures, during 1999 and 2000 several initiatives were undertaken to
differentiate the Company's products, marketing and, ultimately, business
strategy.  These initiatives moved the Company from a capital-intensive
production business toward a business that supplies value added branded
rights, promotion and marketing support to existing production facilities
operated by others.  Management's goal was and is to avoid the costly
problems associated with capital-intensive production facilities and to
better control the Company's business interests directly and through wholly
owned subsidiaries.

New business - the Bravo! model

      In January of 2000, the Board of Directors approved a reorientation
of the Company's business structure that would enable the Company to
maximize its resources in the capture of future growth.  Underlying this
strategic change is recognition of the importance of moving away from the
production of dairy products in China toward a production licensing and
distribution model, first initiated by the Company through its Bravo!
Foods, Inc. subsidiary in the United States.


<PAGE>  3


      The Company's new business model has two distinct aspects.  The first
is to function as a grantor of production rights of Looney Tunes(TM) milk
products in the US, China and other countries.  The Company has and will
enter into contracts with production companies under which the Company
grants certain production rights for branded products and provide promotion
and marketing support for those products.

      The second is to serve as an import/export company in China for food
products, while utilizing a business to business website to facilitate the
sale and distribution of those food products on a wholesale basis in China.

      The Company launched the first aspect of this new business model in
the US in the third quarter of 2000 and initiated the new model in China in
the third quarter of 2001.  Management's plan called for the Company to be
out of production in China by the middle of 2001.

      Under this new business model, the Company sells production "kits" to
dairies in the United States, Mainland China and Mexico for the processing,
marketing and sales of five flavored milk products pursuant to a production
contracts for the Looney Tunes(TM) brand. These kits provide individual
dairies with flavor ingredients and production rights for these five
flavored milks, which bear the Looney Tunes(TM) licensed characters and
names. The Company also provides a menu of advertising and point of sale
support along with packaging and marketing guidance.   To further this
business model in the United States, the Company's U.S. subsidiary, Bravo!
Foods, Inc. has entered into a promotion agreement with Quality Chekd
Dairies, Inc. a large dairy cooperative with approximately seventy dairy
members nationally.  Under this promotion agreement, Quality Chekd provides
administration for the processing of kit sales, as well as promotion
assistance and quality assurance for the processing of the Looney Tunes(TM)
flavored milks by the processor dairies.  In China and other foreign
countries, the Company assumes the administration of its sales.

      Packaging and flavor formulation are developed uniquely with each
dairy with the intent to maintain uniformity of graphics and product
consistency. Each product embraces unique Looney Tunes(TM) characters and
maintains a high nutritional quality and outstanding taste. The products
include vanilla shake, orange cream, chocolate, strawberry, and banana and
are branded with Bugs Bunny, Tweety, Taz, Sylvester, Daffy, Lola Bunny,
Wile E. Coyote, and the Road Runner. The American product is a 2% low fat
fresh milk bottled in a 12oz proprietary plastic bottle with a full wrap
multi color image of the cartoon characters. The Chinese product is either
an aseptic package or a gable top carton and is UHT processed milk to
accommodate the Chinese cold chain. These flavored milks are 100% whole
milk and are the only products of their kind in China.

      New brand extensions are being considered and development will
continue with market research and thorough interaction with dairy partners.
Currently, management's focus on single serve fresh milk products is shared
with expansion of the business model in to Extended Shelf Life flavored
milks.  ESL provides the Company with the ability to attract large national
accounts, such as Walmart, that depend upon warehouse distribution to
supply stores with inventory.  The shelf life of ESL is ideal for this
distribution method, while fresh milk continues to be appropriate for
regional outlets.

      The consistent themes of the Company's marketing efforts will remain
child and healthy drinks oriented.  The Company believes that this strategy
is in line with growing demand for branded "good for you" refreshment
drinks.

China licensing agreement with Warner Bros.
-------------------------------------------

      In March of 1999, the Company commenced a licensing agreement with
Warner Bros. Consumer Products, permitting the Company to produce and
distribute a line of high quality, flavored milks branded with the Warner
Bros. Looney Tunes(TM) logos, characters and names in the Shanghai and
Hangzhou greater metropolitan areas. This licensing agreement now extends
through June 2003 and covers all of China.


<PAGE>  4


      Through taste testing and product development in the summer and fall
of 1999, a line of white and flavored milk drinks for the Chinese urban
market was created. These products each feature a different Looney
Tunes(TM) character and have particular packaging and flavor profiles for
each different cartoon character. Carrefour hypermarkets, Shanghai's
largest food retailer, introduced the first four flavored milks during
their October, 1999 20th anniversary promotion in Shanghai, including
Tweety orange milk, Daffy banana milk, Taz chocolate milk and Silvester
vanilla milk. Despite a retail price premium of 40% over the major
competitor's flavored milks, these new products outsold the competitive
brands by 4 to 1, with no external advertising and minimal in-store
promotion.

      To obtain this license, the Company agreed to pay 3% royalty fee of
net invoiced price of each licensed product with a minimum guaranteed
royalty of $300,000, of which $45,000 was paid at the beginning of the
agreement.  The balance will be paid by 10 installments of $21,250 in each
quarter starting on September 30, 1999 and a balloon payment of $42,500 on
or before March 31, 2002.  In the summer of 2000, the Company agreed to pay
an additional $100,000 for an expanded license and an extension of the
expiration date to June 2003. The remaining guaranteed royalty installment
payments have been increased to $33,750 to cover the additional guaranteed
royalty.

      The Company's withdrawal from production resulted in the signing of
supply agreements with Hangzhou Meilijian and Huai Nan Dairy to produce
branded Looney Tunes(TM) white and flavored milks, which the Company sold
in Shanghai, Hangzhou, Ningbo, Nanjing, Fuzhou, Wuxi and Suzhou.  Sales of
Looney Tunes(TM) flavored milks in Shanghai commenced in September 2000.

      The administration of supply, distribution, marketing and sales of
the Looney Tunes(TM) branded milk products in China was the responsibility
of China Premium (Shanghai), the Company's wholly owned Chinese registered
subsidiary.  While this business model moved the Company away from
production, it proved to be inefficient from a market penetration point of
view and expensive.  Accordingly, the Company commenced negotiations with
several large regional dairies to implement the "kit sales" business model,
the validity of which has been established in the United States.

      In October 2001, China Premium (Shanghai) began to implement the
Bravo! "kit sales" model with the execution of a production contract with
Kunming Xuelan Dairy, located in Kunming City in Southwest China.  Since
October 2001, Kunming Dairy has been producing all five flavored milks in
250ml single serve gable top packaging.  The dairy is averaging a half-ton
of product for 2,000 production units per day.  Kumgmin Dairy has committed
to a $75,000 print advertising campaign to increase sales.

      In January 2002, Heilongjiang Wan Shan Dairy (Wonder Sun Dairy) began
producing the vanilla Looney Tunes(TM) flavored milk.  This dairy is
located in Harbin City in Northeast China and has distribution rights to
Heilongjiang, Jilin, Liaoning and Hebei provinces as well as Beijing and
Tianjin municipalities.  Currently, Wonder Sun Dairy is producing three
tons for 15,000 production units per day in 200ml single serve plastic
bottles.

      Projections for 2002 assume production contracts for two additional
dairy processors to come on line in mid 2002, with an increase in kit sales
from the present 38 per month to orders averaging 55 kits per month on an
annualized basis.  The anticipated ramp in sales would result in revenues
of approximately $150,000 through the end on the third quarter of 2002.

United States licensing agreement with Warner Bros.
---------------------------------------------------

      In December of 1999, the Company formed a wholly owned subsidiary,
Bravo! Foods, Inc., which was utilized to advance the Company's business
strategy of promoting and distributing, branded products in the United
States.  On July 27, 2000, Bravo! executed a licensing agreement with
Warner Bros. to use


<PAGE>  5


Looney Tunes(TM) characters and names on milk products in the entire United
States.  This licensing agreement grants Bravo! the right to use the
cartoon characters Bugs Bunny, Tweety, Tasmanian Devil, Road Runner, Wilie
B. Coyote, Lola Bunny, Marvin the Martian, Sylvester and Daffy Duck on milk
products for sale in specified retail outlets in the fifty United States,
Puerto Rico and the United States Virgin Islands.  The initial term of the
agreement is for 3 years, from January 1, 2000 through December 31, 2002.
The parties have agreed in principle to extend the term of this license for
an additional year to December 31, 2003.

      The licensing agreement recognizes that Bravo! will use third party
production agreements for the processing of flavored milk products, and
that the milk products will be produced and sold directly by those
processors.  Bravo!'s responsibilities are to design and provide Warner
Bros. approved packaging artwork, to help determine the best tasting
flavors for the particular market, and to assist in the administration,
promotion and expansion of the Looney Tunes(TM) branded milk program.
Ingredients for the flavored milks are formulated to our specifications and
supplied on an exclusive basis by Givaudan Roure.  Bravo! is not
responsible for handling any of the flavor ingredients nor will it
participate in sales or distribution.

      The Company has agreed to a royalty rate of 5% on the amount invoiced
to the producer dairies for the right to use the Looney Tunes(TM)
characters, flavor ingredients and for administrative and promotional
assistance.  The processor dairies targeted for this initial program are
members of the Quality Chekd cooperative, which has over 40 member dairies.
Bravo! and Quality Chekd have entered into a promotion agreement that
governs the administration, promotion and marketing of this member dairy
program. A back to school Looney Tunes(TM) launch with Turner Dairy and
Sinton Dairy occurred in September 2000, for fresh flavored milks.
Currently, Bravo! has contracts with six regional dairies and two dairies
for the production of ESL milk on a national basis.   These dairies do not
believe that the Looney Tunes(TM) flavored milk line will diminish their
existing sales of traditional milk.  Rather, they believe that these
products will develop their own market as an adjunct to existing sales.
Participating dairies each expect to sell the equivalent of 2,000,000 pints
of Looney Tunes(TM) flavored milk per year.

      The advent of ESL milk has presented the Company with a opportunity
to dramatically increase sales on a national basis.  Having production
contracts with Shamrock Farms, located in Phoenix, and Jasper Products, of
Joplin, Missouri, two ESL dairy processors has allowed the Company to seek
national accounts in an aggressive fashion, resulting in arrangements to
supply over 400 Wal-Mart stores and over 600 Publix supermarkets and Super
Target stores with Looney Tunes(TM) ESL flavored milks.  The Company
intends to pursue ESL to its maximum advantage with additional national
accounts.

      The Company assumes, based upon its 2001 experience of an average
quarterly growth of 20%, that fresh milk kit sales in the US will show a
modest increase with a more dramatic increase in kit sales for ESL flavored
milk.  Current projections indicate an average quarterly growth in 2002
through the third quarter of 35% per quarter or better, resulting in
revenues in excess of $1.5 million.

Mexico licensing agreement with Warner Bros.
--------------------------------------------

      On November 7, 2001, the Company executed a licensing agreement with
Warner Bros. to use Looney Tunes(TM) characters and names on milk products
in the Mexico.

      This licensing agreement grants the Company the right to use the
Warner Bros. cartoon characters on milk products for sale in specified
retail outlets throughout Mexico.  The initial term of the agreement is for
3 years, from June 1, 2001 through May 31, 2004.  The Company's
responsibilities are to design and provide Warner Bros. approved packaging
artwork, to help determine the best tasting flavors for the particular
market, and to assist in the administration, promotion and expansion of the
Looney Tunes(TM) branded milk program.  Ingredients for the flavored milks
are formulated to our specifications and


<PAGE>  6


supplied on an exclusive basis by Givaudan Roure.  The Company will not
participate in sales or distribution and, commencing in 2002, it will not
be responsible for handling any of the flavor ingredients.

      The Company has agreed to a sliding scale royalty rate initially
equal to 5% on the amount invoiced to the producer dairies for the right to
use the Looney Tunes(TM) characters, flavor ingredients and for
administrative and promotional assistance.  For the second and third
contract years, the rate increases to 5% and 7%, respectively.

      In December 2001, the Company commenced its contractual relationship
with Neolac S.A, a national dairy processor located in central Mexico.
Neolac quickly achieved coverage in 42% of the self-serve store chains in
Mexico City and is in negotiations with 33% of such stores.  Neolac's first
kit order was insufficient to meet the demand for the Looney Tunes(TM)
product upon its introduction to the Mexican consumer in December 2001.

      Projections for Mexico kit sales are burdened by a lack of historical
data for Loony TunesJ flavored milk sales in that country. Based upon the
coverage already obtained by Neolac an the encouraging initial response to
the Looney Tunes(TM) product, the Company believes that kit sales will
average approximately $55,000 per quarter though the third quarter of 2002.

Industry trends

      The dairy industry in the western world is a very mature industry
with slow growth and to a large extent, commodity like margins. The "got
milk" campaign has helped heighten awareness of the nutritional benefits of
dairy products but even with this promotion, the US consumption of milk was
basically flat last year.

      Flavored milks were the only area of growth last year and, when
promoted aggressively, the sales of flavored milk actually increased the
sales of traditional white milk. The International Dairy Foods Association
reported that flavored milks represent the only category for price and
margin gains. As a result, Nestles, Dean's, Hershey, and Borden all promote
their brand of refreshment drinks.  Last year's sales of flavored milks
continues to have a 7% gain in product volume and a 12% increase in sales
measured in dollars.  Growth of this nature is welcome to this industry and
validates the interest by the trade in products like the Looney Tunes(TM)
milk.

Market analysis for new business model

      The flavored milk business is a relatively new category in the dairy
field.  The flavored "refreshment" segment is both the fastest growing and
most profitable category in the industry and is receiving the most
attention in the industry today. Pioneered by Nestle with the NesQuik line
and Dean Foods with the Chug brand, this "good for you" segment is in
demand both in the U.S. and internationally.

      The International Dairy Foods Association reports that, although
flavored milk amounts to only 5 to 6 percent of milk sales, they represent
over 40% of the growth in milk sales and, as a separate category, grew 12%
last year in sales. With the total milk category approaching $8 billion in
2000, the flavored segment was approximately $360 million. Statistically,
as the flavored segment grows, the entire category grows as well. Selling
more flavored milks causes more sales of the white milk as well.
The Company is developing a niche in this business by utilizing its license
with the well-known Looney Tunes(TM)characters in the U.S., China and
Mexico.  This niche has as its focus the increased demand for a single
serve, children's oriented healthy and refreshing drink.


<PAGE>  7


Market segment strategy

      The Bravo! model addresses a very clear and concise target market.
The Company knows from experience that the largest retailers of milk
products are demanding new and more diverse refreshment drinks,
specifically in the dairy area. Wal-Mart, the largest retailer of milk in
America, is aggressively promoting the Company's line of Looney
Tunes(TM)milk.

      Bravo! also has enjoyed success in all of the markets serviced by
regional dairies. The Looney Tunes(TM) milk products have had great results
penetrating this arena as consumers continue to look for healthy
alternatives to carbonated beverages. The positioning of the product as a
healthy, fun and great tasting refreshment drink at competitive prices to
more traditional beverages creates value for the producer and the retailer
alike. This "profit orientation" for the trade puts old-fashioned milk
products in a whole new light. The consumer is happy, the retailer is
happy, and the producer is able to take advantage of the value added by the
brand and the resulting overall increase in milk sales

Competition

      There are definite differences in the various competitors approach to
this new segment. The differences address packaging, processing, marketing,
and distribution. Bravo! has taken the course of least resistance while
producing a product that is positioned to reward all involved economically.
Dean Foods based their market entrance four years ago on a new package call
the Chug. This was an innovative new way to market milk in a format that
made it convenient to drink milk "on the fly". The "chug" bottle was
introduced in 8 oz and 16 oz plastic milk bottles. These bottles have a
wide mouth opening and very attractive screw top for convenience of
sealing. The graphic label on the bottle was a full wrap and was introduced
in both white and chocolate flavor. The consumer acceptance of this
"refreshment" approach to milk has been overwhelming and Dean has become a
dominant player in this segment in a very short period, accounting for
approximately 17% of the $360 million annual sales of this segmented
market.

      Nestle launched their new line of flavored milks approximately three
years ago with a shaped bottle, the Nestle "bunny" and a broad line of
flavors. Nestle, branding Nesquick as a new name distinct from Nestle
Quick, produces a sterile aseptic product, which has long-life
characteristics enabling fast national penetration. This long shelf life
configuration offers considerable economic advantages in terms of shipping,
storage, returns, and production economies but significantly impacts
product quality and taste. Nestle accounts for approximately 23% of the
annual sales of flavored milks.

      Borden, another major player in this market segment, accounted for
approximately 21% of the $360,000,000 in annual sales last year. The balance
of flavored milk sales is dominated by numerous private label regional
products, which account for approximately 43% of this market.

      Bravo! has settled on the kit approach in an effort to enable the
local producers to produce a taste tested ultra quality fresh product while
enjoying the instant recognition of an international brand. Looney
Tunes(TM) is the most recognized family of intellectual properties in the
world today and licensed products generates over $5 billion sales
worldwide. With the help of Quality Chekd Dairies, Inc. the Company has
been able to enter into production contracts with several regional dairies
and continues to attract new dairies monthly. The Company intends to have
coverage throughout the entire United States by 2002 and to grow
internationally as well.

Employees

      The Company has five full time employees located at its North Palm
Beach corporate offices.  China Premium (Shanghai) has four employees in
management with three clerical staff.


<PAGE>  8


China Premium (Shanghai) import/export company.
-----------------------------------------------

      In December 1999, the Company moved further away from production by
positioning itself in the business of food distribution in China.  The
Company obtained government approval for the registration of China Premium
Food Corp (Shanghai) Co., Ltd., our wholly owned subsidiary in the Wai Gao
Qiao Free Trade Zone in Shanghai, China. This subsidiary offers foreign
companies the entire infrastructure necessary to facilitate import/export
transactions in or with China, including tax and legal compliance, customs
and foreign currency exchange. Pursuant to Wai Gao Qiao rules, this
subsidiary can distribute products that it imports into China, while
maintaining reasonable price/profit margins owing to its status as a direct
importer.  At present, the Company has focused its resources on building
the Looney Tunes(TM) business in China.  With anticipated increased
revenues from the China, US and other overseas operations, the Company
hopes to revisit the import/export company concept before the end of 2002
in order to explore the business opportunities attendant to China accession
to the WTO.

The Role of Government; Doing Business in China

      Doing business in China involves several risks including internal and
international political risks, evolving national economic policies as well
as financial and accounting standards, expropriation and the potential for
a reversal in economic conditions.

      The revenues of the Company and its subsidiaries in China will be in
Chinese renminbi (RMB).  In order to pay the Company fees and dividends, a
conversion of RMB into US dollars is required.  Under current Chinese law,
the conversion of RMB into foreign currency requires government consent.
Government authorities may impose restrictions that could have a negative
impact on the conversion process.

      With respect to the conditions and activities of Chinese companies,
including the Company's Chinese subsidiary, the operations of such entities
must be viewed in the context of the Chinese business environment existing
in the People's Republic of China. There can be no assurance that the
sources from which information is provided concerning the day-to-day
activities of such companies, including their respective relationships to
local governmental and regulatory authorities, are wholly reliable.
Official statistics also may be produced on a basis different to that used
in western countries.  Any of the statements as to operations contained in
this document must be subject to some degree of uncertainty due to doubts
about the reliability of available information from and with regard to the
respective joint ventures.

ITEM 2 - DESCRIPTION OF PROPERTY

      Neither the Company nor its subsidiaries currently own any real
property.  As of February 1, 1999, the Company moved its corporate offices
from West Palm Beach to 11300 US Highway 1, Suite 202, North, Palm Beach,
Florida, pursuant to a lease with HCF Realty, Inc., having a term of five
years.  The initial aggregate monthly rent amounts to approximately $4,900,
which will increase (assuming an estimated annual increase of 2%) to
approximately  $6,100 per month by the fifth year.  Both the Company and
its U.S. subsidiary, Bravo! Foods, Inc. operate from this location.

      China Premium (Shanghai) leases office space at 333 Jiu Jiang Road,
Room 705, 7th Floor, Finance Square, Shanghai 200001, China, at the rate of
US $1,500 per month.

      The Company does not have a policy to acquire property for possible
capital gains or income generation.  In addition, the Company does not
invest in securities of real estate entities or developed or underdeveloped
properties.


<PAGE>  9


ITEM 3.  LEGAL PROCEEDINGS

      There currently are no claims or lawsuits against the Company for
which a report is required.

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

      No matters were submitted to the shareholders for a vote in the
fourth quarter of the fiscal year covered by this report.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Common stock market price
-------------------------

      All of the 16,221,909 shares of common stock issued and outstanding
as of March 25, 2002, can be traded on the over-the-counter trading on the
OTC Electronic Bulletin Board, which trading commenced October 24, 1997.
Of this amount, 10,278,129 shares were issued in excess of two years ago
and 5,943,780 have been held for more than one year.  The following
quarterly quotations for common stock transactions on the OTC Bulletin
Board reflect inter-dealer prices, without retail mark-up, markdown or
commissions and may not represent actual transactions.

<TABLE>
<CAPTION>

             QUARTER         HIGH BID PRICE    LOW BID PRICE
             -------         --------------    -------------


     <c>                     <c>              <c>
2000    Q1 (1/3 - 3/31)         $1.10             $0.62

        Q2 (4/1 - 6/23)         $1.12             $0.70

        Q3 (7/1 - 9/30)         $1.0156           $0.5938

        Q4 (10/1 - 12/31)       $0.7812           $0.2656

2001    Q1 (1/3 - 3/31)         $0.59             $0.27

        Q2 (4/1 - 6/29)         $0..51            $0. 32

        Q3 (7/1 - 9/28)         $0.51             $0.20

        Q4 (10/1 - 12/31)       $0.50             $0.31
</TABLE>

Stock Warrants and Options
--------------------------

The Company has outstanding the following warrants and options:

Options/Warrants through December 31, 2000

      *    557,000 Warrants exercisable purchase an aggregate of 557,000
           shares of common stock at an exercise price of $1.00 per share,
           having an expiration date of June 30, 2003;

      *    Series D Warrants exercisable to purchase an aggregate of
           125,000 shares of common stock at an exercise of $2.96 per
           share, having expiration dates in March and April 2002.


<PAGE>  10


      *    Series D Warrants exercisable to purchase an aggregate of
           1,300,000 shares of common stock at an exercise of $0.625 per
           share, having an expiration date of January 31, 2003.

      *    Series E Warrants exercisable to purchase an aggregate of
           165,000 shares of common stock at an exercise of $1.50 per
           share, having expiration dates in 2003;

      *    Series F Warrants exercisable to purchase an aggregate of
           3,000,000 shares of common stock at an exercise of $1.00 per
           share and 114,777 shares of common stock at an exercise of $0.96
           per share , having an expiration date of April 5, 2003.

      *    Series F Warrants exercisable to purchase an aggregate of
           1,600,000 shares of common stock at an exercise of $0.84 per
           share, having an expiration date of April 5, 2003.

      *    Series G Warrants exercisable to purchase an aggregate of
           459,107 shares of common stock at an exercise of $0.9625 per
           share, having an expiration date of June 18, 2003.

      *    Options to purchase 3,005,533 shares of common stock pursuant to
           a 1997 and 1999 stock option plans at a purchase price of $1.00
           per share, having expiration dates in 2002 (as to 3,045,533
           shares) and 2001(as to 55,000 shares), respectively.

      *    Options to purchase 100,000 shares of common stock pursuant to
           employment agreements at a purchase price equal to the market
           price of the common stock at exercise, having an expiration date
           of November 30, 2004.

      *    Options to purchase 50,000 shares of common stock pursuant to an
           employment agreement at a purchase price of $0.69 per share,
           having an expiration date of May 30, 2005.

      *    Options to purchase 50,000 shares of common stock pursuant to an
           employment agreement at a purchase price equal to the market
           price of the common stock at exercise, having an expiration
           dates as follows: one third at each of August 31, 2005, August
           31, 2006 and August 31, 2007.

      *    Options to purchase 50,000 shares of common stock pursuant to an
           employment agreement at a purchase price of $0.75 per share,
           having an expiration date of August 31, 2002.

      *    Options to purchase 50,000 shares of common stock pursuant to an
           employment agreement at a purchase price of $1.50 per share,
           having an expiration date of November 28, 2002.

Options/Warrants granted in 2001

      *    Series H Warrants exercisable to purchase an aggregate of
           2,637,500 shares of common stock at an exercise price of $0.50
           per share, having an expiration date of December 4, 2006.

      *    Options to purchase 400,000 shares of common stock pursuant to
           an employment agreement at a purchase price of $0.75 per share,
           having expiration dates as follows: 25% at each of December 31,
           2003, June 30, 2004, December 31, 2004 and June 30, 2005.

      *    Options to purchase 50,000 shares of common stock pursuant to an
           employment agreement at a purchase price of $0.75 per share,
           having an expiration date of 3/26/06.

      *    Options to purchase 50,000 shares of common stock pursuant to an
           employment agreement at a purchase price of $0.44 per share,
           having an expiration date of 5/30/06.


<PAGE>  11


      *    Options to purchase 50,000 shares of common stock pursuant to an
           employment agreement at a purchase price of $0.36 per share,
           having an expiration date of 12/31/05.

      *    Options to purchase 232,000 shares of common stock pursuant to
           an employment agreement at a purchase price of $0.35 per share,
           having an expiration date of 6/30/06.

      *    Options to purchase 30,000 shares of common stock pursuant to an
           employment agreement at a purchase price of $0.36 per share,
           having an expiration date of 8/13/06.

      *    Options to purchase 20,000 shares of common stock pursuant to an
           employment agreement at a purchase price of $0.36 per share,
           having an expiration date of 8/13/06.

      *    Options to purchase 10,000 shares of common stock pursuant to an
           employment agreement at a purchase price of $0.36 per share,
           having an expiration date of 8/13/06.

      *    Options to purchase 25,000 shares of common stock pursuant to
           terms of promissory note at a purchase price of $0.40 per share,
           vesting at 3/1/02 and having an expiration date of 2/27/07.

Convertible preferred

      The following sets forth the number of issued and outstanding shares
of the Company's preferred stock remaining, after conversion, as of March
25, 2002.

      *    Series B Convertible Preferred Stock             107,440
      *    Series D Convertible Preferred Stock              58,750
      *    Series F Convertible Preferred Stock             174,999
      *    Series G Convertible Preferred Stock              90,060
      *    Series H Convertible Preferred Stock             175,500

Common stock subject to sale under rule 144
-------------------------------------------

      Of the 16,221,909 shares of common stock presently issued and
outstanding, approximately 5,943,780 shares have been held by non-
affiliates for in excess of one year; an additional 2,865,411 shares have
been held by affiliates for in excess of one year.  These shares may be
sold pursuant to Rule 144, subject to the volume and other limitations set
forth under Rule 144. In general, under Rule 144 as currently in effect, a
person (or persons whose shares are aggregated) who has beneficially owned
restricted shares of the Company for at least one year is entitled to sell,
within any three-month period and in accordance with an approved manner of
sale, an amount of shares that does not exceed the greater of (i) the
average weekly trading volume in common stock during the four calendar
weeks preceding such sale, or (ii) 1% of the shares then outstanding. A
person who is not deemed to be an "affiliate" and who has held restricted
shares for at least two years would be entitled to sell such shares without
regard to the resale limitations of Rule 144.

Equity holders at March 25, 2002
--------------------------------

<TABLE>
<CAPTION>

      
                         <c>                  <c>
      Common stock                16,221,909 shares    1,400 holders (approximate)
      Series B preferred stock       107,440 shares    1 holder
      Series D preferred stock        58,750 shares    3 holders
      Series F preferred stock       174,999 shares    3 holders
      Series G preferred stock        90,060 shares    4 holders
      Series H preferred stock       175,500 shares    9 holders
</TABLE>


<PAGE>  12


Dividends
---------

      The Company has not paid dividends on its common stock and does not

anticipate paying dividends. Management intends to retain future earnings,
if any, to finance working capital, to expand its operations, and to pursue
its acquisition strategy.

      The holders of common stock are entitled to receive, pro rata, such
dividends and other distributions as and when declared by our board of
directors out of the assets and funds legally available therefor. The
availability of funds is dependent upon dividends or distribution of
profits from our subsidiaries, and may be subject to regulatory control and
approval by the appropriate government authorities on either a regional or
national level in the People's Republic of China.

      The Company has accrued dividends for our convertible preferred stock
for 2000 in the amount of $1,352,058 and accrued $255,725 for the period
ended December 31, 2001.

Sale of unregistered securities
-------------------------------

      On August 1, 2001, the Company issued 228,000 shares of common stock
to Austinvest Anstalt Balzers, upon the conversion of 4,000 shares of
Series D Convertible Preferred, at a conversion price of  $0.20.  The
conversion included accrued and unpaid dividends on the preferred
converted.  The preferred and the underlying common were issued under Rule
506 of Regulation D and Section 4(2) of the Securities Act of 1933.  The
Company relied upon the accredited status of the purchasers, the
information contained in completed subscriber questionnaires concerning the
business and investing history and experience of each purchaser and their
representations to the company as to investment intent.

      On October 30, 2001, the Company issued 25,000 shares of common stock
to The Keshet Fund LP, upon the conversion of 665 shares of Series G
Convertible Preferred, at a conversion price of  $0.2907.  The conversion
included accrued and unpaid dividends on the preferred converted.  The
preferred and the underlying common were issued under Rule 506 of
Regulation D and Section 4(2) of the Securities Act of 1933.  The Company
relied upon the accredited status of the purchasers, the information
contained in completed subscriber questionnaires concerning the business
and investing history and experience of each purchaser and their
representations to the company as to investment intent.

      On October 30, 2001, the Company issued 107,347 shares of common
stock to Austinvest Anstalt Balzers, upon the conversion of 3,000 shares of
Series D Convertible Preferred, at a conversion price of  $0.3226.  The
conversion included accrued and unpaid dividends on the preferred
converted.  The preferred and the underlying common were issued under Rule
506 of Regulation D and Section 4(2) of the Securities Act of 1933.  The
Company relied upon the accredited status of the purchasers, the
information contained in completed subscriber questionnaires concerning the
business and investing history and experience of each purchaser and their
representations to the company as to investment intent.

      On October 30, 2001, the Company issued 55,139 shares of common stock
to AMRO International, S.A., upon the conversion of 1,500 shares of Series
D Convertible Preferred, at a conversion price of  $0.3146.  The conversion
included accrued and unpaid dividends on the preferred converted.  The
preferred and the underlying common were issued under Rule 506 of
Regulation D and Section 4(2) of the Securities Act of 1933.  The Company
relied upon the accredited status of the purchasers, the information
contained in completed subscriber questionnaires concerning the business
and investing history and experience of each purchaser and their
representations to the company as to investment intent.


<PAGE>  13


      On October 30, 2001, the Company issued 107,347 shares of common
stock to Esquire Trade & Finance, Inc., upon the conversion of 3,000 shares
of Series D Convertible Preferred, at a conversion price of  $0.3226.  The
conversion included accrued and unpaid dividends on the preferred
converted.  The preferred and the underlying common were issued under Rule
506 of Regulation D and Section 4(2) of the Securities Act of 1933.  The
Company relied upon the accredited status of the purchasers, the
information contained in completed subscriber questionnaires concerning the
business and investing history and experience of each purchaser and their
representations to the company as to investment intent.

      On November 1, 2001, the Company issued 65,000 to one employee for
services rendered.  This issue was registered on Form S-8

      On November 16, 2001, the Company issued 20,000 shares of common
stock to Keshet LP, upon the conversion of 547 shares of Series G
Convertible Preferred, at a conversion price of  $0.2987.  The conversion
included accrued and unpaid dividends on the preferred converted.  The
preferred and the underlying common were issued under Rule 506 of
Regulation D and Section 4(2) of the Securities Act of 1933.  The Company
relied upon the accredited status of the purchasers, the information
contained in completed subscriber questionnaires concerning the business
and investing history and experience of each purchaser and their
representations to the company as to investment intent.

      On November 16, 2001, the Company issued 45,898 shares of common
stock to The Keshet Fund LP, upon the conversion of 1,175 shares of Series
G Convertible Preferred, at a conversion price of  $0.2806.  The conversion
included accrued and unpaid dividends on the preferred converted.  The
preferred and the underlying common were issued under Rule 506 of
Regulation D and Section 4(2) of the Securities Act of 1933.  The Company
relied upon the accredited status of the purchasers, the information
contained in completed subscriber questionnaires concerning the business
and investing history and experience of each purchaser and their
representations to the company as to investment intent.

      On November 20, 2001, the Company issued 10,000 shares of common
stock to The Keshet Fund LP, upon the conversion of 255 shares of Series G
Convertible Preferred, at a conversion price of  $0.2800.  The conversion
included accrued and unpaid dividends on the preferred converted. The
preferred and the underlying common were issued under Rule 506 of
Regulation D and Section 4(2) of the Securities Act of 1933.  The Company
relied upon the accredited status of the purchasers, the information
contained in completed subscriber questionnaires concerning the business
and investing history and experience of each purchaser and their
representations to the company as to investment intent.

      On November 27, 2001, the Company issued 10,000 shares of common
stock to The Keshet Fund LP, upon the conversion of 255 shares of Series G
Convertible Preferred, at a conversion price of  $0.2800.  The conversion
included accrued and unpaid dividends on the preferred converted.  The
preferred and the underlying common were issued under Rule 506 of
Regulation D and Section 4(2) of the Securities Act of 1933.  The Company
relied upon the accredited status of the purchasers, the information
contained in completed subscriber questionnaires concerning the business
and investing history and experience of each purchaser and their
representations to the company as to investment intent.

      On November 29, 2001, the Company issued 125,000 shares of common
stock to two employees and one consultant for services rendered.  The
issues to the consultant and one employee were registered on Form S-8; the
issue to the remaining employee, who was part of the Company's executive
management, was pursuant to Section 4(2) of the Act.

      On November 29, 2001, the Company issued 10,000 shares of common
stock to The Keshet Fund LP, upon the conversion of 249 shares of Series G
Convertible Preferred, at a conversion price of  $0.2740.  The conversion
included accrued and unpaid dividends on the preferred converted.  The
preferred and the underlying common were issued under Rule 506 of
Regulation D and Section 4(2) of


<PAGE>  14


the Securities Act of 1933.  The Company relied upon the accredited status
of the purchasers, the information contained in completed subscriber
questionnaires concerning the business and investing history and experience
of each purchaser and their representations to the company as to investment
intent.

      On December 5, 2001, the Company issued 126,863 shares of common
stock to Austinvest Anstalt Balzers, upon the conversion of 3,000 shares of
Series D Convertible Preferred, at a conversion price of  $0.2747.  The
conversion included accrued and unpaid dividends on the preferred
converted. The preferred and the underlying common were issued under Rule
506 of Regulation D and Section 4(2) of the Securities Act of 1933.  The
Company relied upon the accredited status of the purchasers, the
information contained in completed subscriber questionnaires concerning the
business and investing history and experience of each purchaser and their
representations to the company as to investment intent.

      On December 5, 2001, the Company issued 126,863 shares of common
stock to Esquire Trade & Finance, Inc., upon the conversion of 3,000 shares
of Series D Convertible Preferred, at a conversion price of  $0.2747.  The
conversion included accrued and unpaid dividends on the preferred
converted.  The preferred and the underlying common were issued under Rule
506 of Regulation D and Section 4(2) of the Securities Act of 1933.  The
Company relied upon the accredited status of the purchasers, the
information contained in completed subscriber questionnaires concerning the
business and investing history and experience of each purchaser and their
representations to the company as to investment intent.

      On December 5, 2001, the Company issued 105,500 shares of its Series
H convertible preferred stock and warrants for 2,637,500 shares at $0.50
per share to five sophisticated and accredited investors.  The Series H
convertible preferred stock and warrants were priced at $10.00 per unit,
and resulted in proceeds of $1,055,000 in cash, with legal and issuance
expenses of $5,000.  The Series H preferred and the common stock underlying
the preferred and the warrants were issued under Rule 506 of Regulation D
and Section 4(2) of the Securities Act of 1933.  The Company relied upon
the accredited status of the purchasers, the information contained in
completed subscriber questionnaires concerning the business and investing
history and experience of each purchaser and their representations to the
company as to their individual investment intent. All of the purchasers are
known to a director of the Company, who is the primary investor in the
Series H offering.  The Company's directors have approved a total Series H
offering in the amount of $2,350,000, representing 235,000 shares of the
Series H preferred.  Each share of Series H convertible preferred stock (1)
has a stated value of $10.00 per share; (2) accrues dividends at 7% simple
interest per annum, payable in cash or, at the option of the holder, added
to the stated value of the preferred for conversion computation purposes;
(3) has no voting rights; (4) has a conversion price of $0.40 per share of
common stock, subject to a contractually limited maximum conversion into no
greater than 9.99% of the Company's issued and outstanding common stock at
conversion; (5) is redeemable at the option of the Company after two years
from issuance at 135% of the stated value, plus accrued dividends; and (6)
has a mandatory conversion feature exercisable by the Company five years
from issue at the stated conversion price, subject to a minimum daily
trading volume of 100,000 shares during a lookback period and closing bid
prices not less that 300% of the conversion price. Each Series H unit consists
of one share of Series H convertible preferred stock plus warrants for 25
shares of common stock having an exercise price of $0.50 per share and an
expiration date of December 4, 2006.

      On December 11, 2001, the Company issued 10,000 shares of common
stock to The Keshet Fund LP, upon the conversion of 254 shares of Series G
Convertible Preferred, at a conversion price of  $0.2704.  The conversion
included accrued and unpaid dividends on the preferred converted.  The
preferred and the underlying common were issued under Rule 506 of
Regulation D and Section 4(2) of the Securities Act of 1933.  The Company
relied upon the accredited status of the purchasers, the information
contained in completed subscriber questionnaires concerning the business
and investing history and experience of each purchaser and their
representations to the company as to investment intent.

      On December 12, 2001, the Company issued 30,000 to one employee for
services rendered.  This issue was registered on Form S-8


<PAGE>  15


Subsequent events
-----------------

      On January 2, 2002, the Company issued options for 3,714 shares of
common stock having an exercise price of $0.35 and exercisable for five
years, pursuant to an employment agreement.  The issue to this, who was
part of the Company's executive management, was pursuant to Section 4(2) of
the Act.

      On January 18, 2002, the Company issued 238,334 shares of common
stock to Austinvest Anstalt Balzers, upon the conversion of 5,000 shares of
Series D Convertible Preferred, at a conversion price of  $0.2453.  The
conversion included accrued and unpaid dividends on the preferred
converted.  The preferred and the underlying common were issued under Rule
506 of Regulation D and Section 4(2) of the Securities Act of 1933.  The
Company relied upon the accredited status of the purchasers, the
information contained in completed subscriber questionnaires concerning the
business and investing history and experience of each purchaser and their
representations to the company as to investment intent.

      On January 18, 2002, the Company issued 238,334 shares of common
stock to Esquire Trade & Finance, Inc., upon the conversion of 5,000 shares
of Series D Convertible Preferred, at a conversion price of  $0.2453.  The
conversion included accrued and unpaid dividends on the preferred
converted.  The preferred and the underlying common were issued under Rule
506 of Regulation D and Section 4(2) of the Securities Act of 1933.  The
Company relied upon the accredited status of the purchasers, the
information contained in completed subscriber questionnaires concerning the
business and investing history and experience of each purchaser and their
representations to the company as to investment intent.

      On January 28, 2002, the Company issued 40,000 shares of common stock
to The Keshet Fund LP, upon the conversion of 883 shares of Series G
Convertible Preferred, at a conversion price of  $0.2453.  The conversion
included accrued and unpaid dividends on the preferred converted.  The
preferred and the underlying common were issued under Rule 506 of
Regulation D and Section 4(2) of the Securities Act of 1933.  The Company
relied upon the accredited status of the purchasers, the information
contained in completed subscriber questionnaires concerning the business
and investing history and experience of each purchaser and their
representations to the company as to investment intent.

      On January 28, 2002, the Company issued 136,038 shares of common
stock to AMRO International, S.A., upon the conversion of 2,840 shares of
Series D Convertible Preferred, at a conversion price of  $0.2453.  The
conversion included accrued and unpaid dividends on the preferred
converted.  The preferred and the underlying common were issued under Rule
506 of Regulation D and Section 4(2) of the Securities Act of 1933.  The
Company relied upon the accredited status of the purchasers, the
information contained in completed subscriber questionnaires concerning the
business and investing history and experience of each purchaser and their
representations to the company as to investment intent.

      On January 30, 2002, the Company issued 15,000 shares of its Series H
convertible preferred stock and warrants for 375,000 shares at $0.50 per
share to two sophisticated and accredited investors The Series H
convertible preferred stock and warrants were priced at $10.00 per unit,
and resulted in proceeds of $150,000 in cash.  The issuance of the Series H
preferred and the common stock underlying the preferred and the warrants
were a continuation of the Series H offering under Rule 506 of Regulation D
and Section 4(2) of the Securities Act of 1933.  The Company relied upon
the accredited status of the purchasers, the information contained in
completed subscriber questionnaires concerning the business and investing
history and experience of each purchaser and their representations to the
company as to investment intent.

      On February 4, 2002, the Company issued 206,700 shares of common
stock to Austinvest Anstalt Balzers, upon the conversion of 4,375 shares of
Series D Convertible Preferred, at a conversion price of  $0.2480.  The
conversion included accrued and unpaid dividends on the preferred
converted.  The


<PAGE>  16


preferred and the underlying common were issued under Rule 506 of
Regulation D and Section 4(2) of the Securities Act of 1933.  The Company
relied upon the accredited status of the purchasers, the information
contained in completed subscriber questionnaires concerning the business
and investing history and experience of each purchaser and their
representations to the company as to investment intent.

      On February 4, 2002, the Company issued 206,700 shares of common
stock to Esquire Trade & Finance, Inc., upon the conversion of 4,375 shares
of Series D Convertible Preferred, at a conversion price of  $0.2480.  The
conversion included accrued and unpaid dividends on the preferred
converted.  The preferred and the underlying common were issued under Rule
506 of Regulation D and Section 4(2) of the Securities Act of 1933.  The
Company relied upon the accredited status of the purchasers, the
information contained in completed subscriber questionnaires concerning the
business and investing history and experience of each purchaser and their
representations to the company as to investment intent.

      On February 5, 2002, the Company issued 20,000 shares of common stock
to The Keshet Fund LP, upon the conversion of 492 shares of Series G
Convertible Preferred, at a conversion price of  $0.2453.  The conversion
included accrued and unpaid dividends on the preferred converted.  The
preferred and the underlying common were issued under Rule 506 of
Regulation D and Section 4(2) of the Securities Act of 1933.  The Company
relied upon the accredited status of the purchasers, the information
contained in completed subscriber questionnaires concerning the business
and investing history and experience of each purchaser and their
representations to the company as to investment intent.

      On February 15, 2002, the Company issued 5,000 shares of its Series H
convertible preferred stock and warrants for 125,000 shares at $0.50 per
share to a sophisticated and accredited investor. The Series H convertible
preferred stock and warrants were priced at $10.00 per unit, and resulted
in proceeds of $50,000 in cash.  The issuance of the Series H preferred and
the common stock underlying the preferred and the warrants were a
continuation of the Series H offering under Rule 506 of Regulation D and
Section 4(2) of the Securities Act of 1933. The Company relied upon the
accredited status of the purchasers, the information contained in completed
subscriber questionnaires concerning the business and investing history and
experience of each purchaser and their representations to the company as to
investment intent.

      On February 20, 2002, the Company issued 35,000 shares of common
stock to The Keshet Fund LP, upon the conversion of 832 shares of Series G
Convertible Preferred, at a conversion price of  $0.2949.  The conversion
included accrued and unpaid dividends on the preferred converted.  The
preferred and the underlying common were issued under Rule 506 of
Regulation D and Section 4(2) of the Securities Act of 1933.  The Company
relied upon the accredited status of the purchasers, the information
contained in completed subscriber questionnaires concerning the business
and investing history and experience of each purchaser and their
representations to the company as to investment intent.

      On February 29, 2002, the Company issued 279,795 shares of common
stock to AMRO International, S.A, upon the conversion of 7,160 shares of
Series D Convertible Preferred, at a conversion price of  $0.3013.  The
conversion included accrued and unpaid dividends on the preferred
converted.  The preferred and the underlying common were issued under Rule
506 of Regulation D and Section 4(2) of the Securities Act of 1933.  The
Company relied upon the accredited status of the purchasers, the
information contained in completed subscriber questionnaires concerning the
business and investing history and experience of each purchaser and their
representations to the company as to investment intent.

      On March 1, 2002, the Company issued 20,000 shares of common stock to
The Keshet Fund LP, upon the conversion of 536 shares of Series G
Convertible Preferred, at a conversion price of  $0.2993.  The conversion
included accrued and unpaid dividends on the preferred converted.  The
preferred and the underlying common were issued under Rule 506 of
Regulation D and Section 4(2) of the Securities Act of 1933.  The Company
relied upon the accredited status of the purchasers, the information
contained in


<PAGE>  17


completed subscriber questionnaires concerning the business and investing
history and experience of each purchaser and their representations to the
company as to investment intent.

      On March 15, 2002, the Company issued 20,000 shares of common stock
to The Keshet Fund LP, upon the conversion of 532 shares of Series G
Convertible Preferred, at a conversion price of  $0.2973.  The conversion
included accrued and unpaid dividends on the preferred converted.  The
preferred and the underlying common were issued under Rule 506 of
Regulation D and Section 4(2) of the Securities Act of 1933.  The Company
relied upon the accredited status of the purchasers, the information
contained in completed subscriber questionnaires concerning the business
and investing history and experience of each purchaser and their
representations to the company as to investment intent.

      On March 18, 2002, the Company issued 50,000 shares of its Series H
convertible preferred stock and warrants for 1,250,000 shares at $0.50 per
share to a sophisticated and accredited investor. The Series H convertible
preferred stock and warrants were priced at $10.00 per unit, and resulted
in proceeds of $500,000 in cash.  The issuance of the Series H preferred
and the common stock underlying the preferred and the warrants were a
continuation of the Series H offering under Rule 506 of Regulation D and
Section 4(2) of the Securities Act of 1933. The Company relied upon the
accredited status of the purchasers, the information contained in completed
subscriber questionnaires concerning the business and investing history and
experience of each purchaser and their representations to the company as to
investment intent.


<PAGE>  18


ITEM 6.  MANAGEMENTS DISCUSSION AND ANALYSIS OF OPERATIONS

OVERVIEW

      Our business model includes obtaining license rights from Warner
Brothers, Inc., granting production and marketing rights to regional
dairies to produce Looney Tunes(TM) flavored milk and generating revenue
primarily 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 diaries for the production, promotion and sales rights for the branded
flavored milk. New dairies participating in this program typically submit
an initial order that is larger than subsequent orders to create an
inventory of flavor ingredients sufficient to meet current production needs
and a "pipeline" reserve for production needs on a continuing basis. The
creation of "pipeline" reserves has the potential effect of increasing
revenues in those periods in which new dairies initiate kit orders.

      We implemented this business model starting in the United States and
expanded into China and Mexico. Based on the experience of operating in
China in prior years, the Company has been refocusing on limited activities
in China with a solid progress and expending its activities in North
America Continent.

      For the year ended December 31, 2001, our annual sales revenue began
to  increase with the implementation of the aforementioned business model,
and reached $869,227. After three prior years of consecutive losses,
however, our growth expansion to expected levels has taken time and, in
2001, we reported a total loss of $2,951,844.  At December 31, 2001, we had
total assets of $1,105,1215, cash on hand of $232,040, working capital
deficit of $1,828,597, an accumulated deficit of $21,457,425, and negative
total shareholders' equity of $1,542,159.

      As shown in the accompanying financial statements, we have suffered
operating losses and negative cash flow from operations since inception and
have an accumulated deficit of $21,457,425, negative equity of $1,542,159,
and negative working capital at December 31, 2001. These conditions give
rise to substantial doubt about our ability to continue as a going concern.
As discussed herein, we plan to work toward profitability in our U.S. and
China operation in 2002 and obtain additional financing. While there is no
assurance that funding will be available or that we will be able to improve
our operating results, we are continuing to seek equity and/or debt
financing. No assurances can be given, however, that we will be successful
in carrying out our plans.

CRITICAL ACCOUNTING POLICIES

      Our discussion and analysis of our consolidated financial condition
and results of operations are based on our 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 us to make estimates and
assumptions that affect the reported amounts of assets and liabilities 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, we evaluate our
estimates, including those related to reserves for bad debts and valuation
allowance for deferred tax assets. We base our estimates on historical
experience and on various other assumptions that are believed to be
reasonable under the circumstances, the result of which form 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 from
these estimates under different assumptions or conditions. Our use of
estimates, however, is quite limited, as we have adequate time to process
and record actual results from operations.


<PAGE>  19


RESULTS OF OPERATIONS

Year Ended December 31, 2001 Comparing to Year Ended December 31, 2000
----------------------------------------------------------------------

Revenue

      We had annual revenues in 2001 of $869,227, with a cost of sales of
$194,229, resulting in a gross profit of $674,998. Of the $869,227,
$671,000 was from sales in the U.S. operation, $139,927 from sales in China
and $58,300 from sales in Mexico, which had its product launch in December
2001. Our revenue in 2001 increased by $660,406, a 316% increase compared
to revenue of $208,821 in 2000, which consisted of $150,250 in the U.S and
$58,571 in China. This increase is the result of adding five additional
processor dairies in the US during 2001, with greater market penetration
and distribution of Looney Tunes(TM) flavored milks.

Cost of Goods Sold

      We incurred cost of goods sold of $194,229 in 2001, consisting of
$178,249 in China and $15,800 in Mexico. Our cost of goods sold in 2001
increased by $ 110, 350, a 132% increase compared to 83,879 in 2000, which
consisted entirely of the cost of goods sold incurred in China.

      Under the "kit sales" business model, we do not bear any financial
responsibility for the cost of the flavor ingredients used to produce the
Looney Tunes(TM) flavored milk, which are purchased directly from approved
suppliers by the processor dairies. In 2001, however, our China subsidiary
operated under the prior production-distribution model for a portion of the
year and assumed the responsibility to purchase flavor ingredients.
Therefore, the cost of goods sold in 2001 in China increased by $94,370, a
113% increase compared to $83,987 in China in 2000.

      In Mexico, the initial order for flavor ingredients placed by the
processor dairy in Mexico could not be filled at that time by the local
division of the international flavor supplier recommended and approved by
us. To expedite a December 2001 product launch, we purchased the flavor
ingredients in the US for shipment to the Mexico processor dairy.

Operating expense

      We incurred selling expenses in 2001 of $153,283, which was incurred
entirely in China. Our selling expense decreased in 2001 by $103,351, a 40%
decrease compared to the selling expense of $256,634 in 2000, which also
incurred only in China. The decrease in selling expense in 2001 was due to
the strategic refocusing of our effort to implement our kit-sale business
model to certain qualified dairies in major cities of China. As a
percentage of total revenue, our selling expense decreased from 123% of
total revenue in 2000 to 18% of total revenue in 2001. We entered the China
market more than five years ago and anticipated significant time for
consumers in China to accept a branded premium Western style flavored milk.
We expect that selling expense in China will remain at current levels as we
expand our business in China.

      We incurred general and administrative expenses in 2001 of
$3,439,607, consisting of 3,228,170 in our U.S. operation and $178,249 in
China operation. Our general and administrative expenses in 2001 decreased
by $280,909, an 8% decrease compared to $3,720,516 in 2000. Of the $280,909
decrease, approximately $32,801 came from our China operation and the
remaining $248,108 from our U.S. operation. Of the $248,108, approximately
$72,000 was due to the decrease in amortization of licensing expense in
2001 from our amortization expense in 2000; approximately $94,000 related
to the expense incurred for cracker distribution with a major vendor in
China, which business we decided to abandon in


<PAGE>  20


2000; approximately $114,000 related to website development, which was
finished in 2000. The above total decrease, however, was offset by an
increase of professional and consulting expense of approximately $31,900.
As a percentage of total revenue, our general and administrative expense
decreased from 1782% to 396%. We anticipate a further reduction of these
expenses through our cost cutting efforts and the refinement of our
business model.

Interest Expense

      We incurred interest expense in 2001 of $33,952, consisting of
$28,365 in our U.S. operation and $5,687 in China operation. Our interest
expense increased by $4,638, a 16% increase compared to $28,874 in 2000. Of
the increase of $4,638, approximately $3,996 came from China operation in
2001 related to a bank loan from Fujian Bank in 2001. The bank loan was
paid off in 2001.

Investment and Disposal Loss

      In November 2000, we sold our 52% equity interest in Hanzhou
Meilijian Dairy Products Co. Ltd. resulting in an investment loss of
$533,595 and loss on disposal of investment in Meilijian by $122,585. We
did not have similar losses in 2001.

Loss Per Share

      We accrued dividends payable, including deemed dividends, to various
series of preferred stock during 2001 as follows: Series B, $9,722; Series
D, $65,352, Series G, $77,085, and Series H, $103,566, all which resulted
in a loss of $3,207,569 attributed to common shares. With this loss of
$3,207,569, our loss per share was calculated at $0.24 per share without
considering dilution from the potential issuance of shares due to
conversion of outstanding preferred stock or the exercise of outstanding
options and warrants.  Compared to our loss per share of $0.49 in 2000, our
loss per share in 2001 was decreased by $0.25, a 51% decrease. The reason
for the loss per share decrease was twofold: the increase of 1,553,298 in
the number of weighted average common shares outstanding and a decrease of
$2,681,751 in loss attributed to common shares in 2001.

LIQUIDITY AND CAPITAL RESOURCES

      As of December 31, 2000, we reported that net cash used in operating
activities was $3,264,753, net cash provided by investing activities was
$110,852, and net cash provided by financing activities was $3,172,302 with
a foreign currency translation adjustment of $121.

      As of December 31, 2001, we reported that net cash used in operating
activities was $1,622,431, net cash provided by investing activities was
$710,874, and net cash provided by financing activities was $1,108,693,
with a negative foreign currency translation adjustment of $472.

      Net cash used in operating activities in 2001 decreased by
$1,642,322, approximately a 50% decrease compared to $3,264,753 of net cash
used by operating activities in 2000. Of the $1,642,322 decrease,
$1,585,418 was due to the decrease in net loss from $4,537,262 in 2000 to
$2,951,844 in 2001, as a result of intensified efforts of management to
reduce expense and the increase in revenues. In addition, reduction in
inventory by $101,171 and the increase in accrued liabilities by $563,603
contributed $664,774 to the $1,642,322 decrease.

      Net cash provided by investing activities in 2001 increased by
$600,022, approximately 541% compared to $110,852 provided by investing
activities in 2000. The increase mainly was due to the consideration
received by us from disposal of our equity interest in Meilijian, which was
consummated in 2000.


<PAGE>  21


      Net cash provided by financing activities in 2001 decreased by
$2,063, 610, a 65% decrease compared to $3,172,302 in 2000. The decrease
resulted mainly from the decreased level of our stock issuances in 2001. In
2001, we received $1,050,000 in net proceeds from the issuance of Series H
preferred stock. In 2000, we received $3,265,793 in net proceeds from the
issuance of Series D, F and G preferred stock and common stock. In 2001, we
borrowed $350,000 from three non-institutional lenders, represented by
promissory notes of $34,000, $66,000 and $250,000, respectively.

      As of December 31, 2001, we had total liabilities of $2,647,374,
representing a 51.8% increase from $1,743,909 in 2000. The 2001 liabilities
include accrued liabilities of $575,019 and accounts payable of $780,492.
The accounts payable of $780,909 in 2001 increased 1,516% from $48,274 in
2000, resulting principally from unpaid professional and consulting
expenses associated with our efforts to file registration statements for
issuing Series D, F and G preferred stock and the expansion of our "kit
sales" business on an international basis.

      Our shareholders' equity at December 31, 2001 decreased by $1,848,934
to a negative $1,542,159 from $306,866 at December 31, 2000. This decrease
primarily was due to the Company's net loss for 2001.

      Our principal source of cash in 2001 was the proceeds from the sale
of convertible preferred stock. Net cash provided by these financing
activities decreased 65% to $ 1,108,693 in 2001 from $3,172,303 in 2000.
The decrease resulted from the generally depressed financial markets in
2001. The principal uses of cash during fiscal 2001 included payments of
guaranteed royalty payments to Warner Bros. in the amount of $231,250,
salaries in the amount of $826,228, travel in the amount of 253,557,
subsidiary expenses of $491,794, and telephone charges in the amount of
$73,114.

      Going forward, the our primary requirements for cash consist of (1)
the continued development of our business model in China, the United States
and on an international basis; (2) general overhead expenses for personnel
to support the new business activities; and (3) payments of guaranteed
royalty payments to Warner Bros. under existing licensing agreements. We
estimate that our needs for cash from financing will continue until later
2002, when cash supplied by then operating activities will enable us to
meet the anticipated cash requirements in 2003.

      We currently have monthly working capital needs of approximately
$241,000. We anticipate monthly revenues to exceed $150,000 per month by
April 2002 and $250,000 per month by July 2002. Total revenues are
projected at $1,500,000 through the first three quarters of 2002. We are
continuing to explore new points of sale for Looney Tunes(TM) flavored
milk. Currently, Looney Tunes(TM) milk products have been placed in vending
machines in select secondary schools in the greater Chicago area to
determine whether a school vending program is an appropriate point of sale
for these products. The implementation of such a school base program, if
viable, could have a dramatic impact on the level of revenue realized by us
during 2002.

      Similarly, we expect that commencement of extended shelf life ("ESL")
milk production agreements with strategically placed ESL dairy processors
will have a significant positive impact on revenues, with the distribution
pf Looney Tunes(TM) flavored milk in national chains such as Wal-Marts and
Super Target, as well as large regional supermarkets such as Publix.

      At the beginning of 2002, we began negotiations with Warner Bros. to
extend the US license agreement for an additional year on the same terms
before renewal of the license was necessary. The parties have agreed in
principle to such an extension. In addition, Warner Bros. has informed us
that a Looney Tunes(TM) license for Canada has been approved and will
execute a license agreement with us in the immediate future. We have
negotiated an agreement in principle with a Canadian dairy processor to
produce Looney Tunes(TM) flavored milk for distribution in Eastern Canada.


<PAGE>  22


      As of December 31, 2001, we received $1,055,000 of a $2.35 million
private offering of our Series H convertible preferred stock and, as of
March 25, 2002, we have received an additional $700,000. One investor in
this private offering has committed to an additional $500,000, which we
anticipate receiving in April 2002.


DEBT STRUCTURE

Warner Bros.
------------

      We hold three licenses for Looney Tunes(TM) characters and names from
Warner Bros. Each license is structured to provide for the payment of
guaranteed royalty payments to Warner Bros. We accounts for these
guaranteed payments as debt and licensing right as assets. The following is
a summary of the balances owed as of December 31, 2001 and the license
expiration dates:

<TABLE>
<CAPTION>

License       Guaranty    Balance Due    Amount past due    Expiration Date
---------------------------------------------------------------------------


           <c>           <c>              <c>                <c>
US License    $500,000      $150,000         $100,000           12/31/02
China         $400,000      $215,000         $101,250           06/30/03
Mexico        $145,000      $108,750         $ 36,250           05/31/04
</TABLE>

      Currently, the outstanding obligation under the China license agreement
is $190,000, including $101,250 past due. Payments under the US and Mexico
licenses are current.

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

      During the process of acquiring from American Flavors China, Inc. the
52% of equity interest in and to Hangzhou Meilijian, we issued a promissory
note to assume the American Flavors' debt owed to a supplier, International
Paper. The face value of that note was $282,637 at interest rate of 10.5%
per annum without any collateral attached. The note has a monthly
installment payment of $7,250 with 23 payments and a balloon payment of
$159,862 when the note was due on July 15, 2000. We negotiated with
International paper for the extension of this note. On July 6, 2000,
International Paper agreed to extend the note to July 1, 2001, and the
principal amount was adjusted due to different interest calculation
approach. International Paper imposed a charge of $57,000 to renegotiate
the note owing 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 and anticipates discharging this obligation in
2002.

Fujian Bank
-----------

      During 2000, we wired $161,000 to a Chinese commercial bank in
Shanghai as collateral to borrow RMB loans from the bank. With the $160,000
of time deposit as collateral, the bank agreed to loan our Shanghai
subsidiary the maximum RMB amount not to exceed 90% of the value of
certificate of deposit. The bank loans bore interest at 6.435% per annum
and matured on September 11, 2001 for equivalent of $142,557 at
December 31, 2000. The proceeds of RMB loans from the bank could be used
only for working capital purposes. In 2001, the above outstanding balance
was paid off.

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

      On November 6 and 7, 2001, respectively, we 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, are 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 assets of the
Company. The respective promissory notes maturity dates have been extended
by agreement of the parties, to be paid upon the completion of the ongoing
Series H financing.


<PAGE>  23


      On December 27, 2001, we received $250,000 in loan proceeds from a
lender who also is a holder of the Company's Series H Convertible Preferred
Stock. The $250,000 was payable February 28, 2002 and bore interest at the
annual rate of 12%. The holder shall receive five-year options to purchase
25,000 shares of the Company's common stock at an exercise price of $0.40
per share in 2002. A director of the Company personally guaranteed the
promissory note. This loan was repaid out of proceeds from the March 19,
2002 tranche of Series H Convertible Preferred financing.

EFFECTS OF INFLATION

      We believe that inflation has not had material effect on its net
sales and results of operations.

EFFECT OF FLUCTUATION IN FOREIGN EXCHANGE RATES

      Our Shanghai subsidiary is located in China. It buys and sells
products in China using Chinese renminbi as functional currency. Based on
Chinese government regulation, all foreign currencies under the category of
current account are allowed to freely exchange with hard currencies. During
the past two years of operation, there were no significant changes in
exchange rates. However, there is no assurance that there will be no
significant change in exchange rates in the near future.

FAS NO. 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES"

      Statement of Financial Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133") requires companies to
recognize all derivatives contracts as either assets or liabilities in the
balance sheet and to measure them at fair value. If certain conditions are
met, a derivative may be specifically designated as a hedge, the objective of
which is to match the timing of gain or loss recognition on the hedging
derivative with the recognition of (i) the changes in the fair value of the
hedged asset or liability that are attributable to the hedged risk or (ii)
the earnings effect of the hedged forecasted transaction. For a derivative
not designated as a hedging instrument, the gain or loss is recognized in
income in the period of change.

      Historically, the Company has not entered into derivatives contracts
either to hedge existing risks or for speculative purposes. Accordingly, the
adoption of the new standard on January 1, 2001 did not have a material
affect on the financial statements.

NEW ACCOUNTING STANDARDS NOT ADOPTED YET

      In June 2001, the Financial Accounting Standards Board finalized FASB
Statements No. 141, "Business Combinations" ("SFAS No. 141"), and No. 142,
"Goodwill and Other Intangible Assets" ("SFAS No. 142").

      SFAS No. 141 requires the use of the purchase method of accounting
and prohibits the use of the pooling-of-interests method of accounting for
business combinations initiated after June 30, 2001. SFAS No. 141 also
requires that the Company recognize acquired intangible assets apart from
goodwill if the acquired intangible assets meet certain criteria. SFAS No.
141 applies to all business combinations initiated after June 30, 2001 and
for purchase business combinations completed on or after July 1, 2001. It
also requires, upon adoption of SFAS No. 142, companies to reclassify the
carrying amounts of intangible assets and goodwill based on the criteria in
SFAS No. 141. The Company does not expect that the adoption of SFAS No. 141
will have a material impact on its consolidated financial statements.

      SFAS No. 142 requires, among other things, that companies no longer
amortize goodwill, but instead test goodwill for impairment at least
annually. In addition, SFAS No. 142 requires that the Company identify
reporting units for the purposes of assessing potential future impairments
of goodwill,


<PAGE>  24


reassess the useful lives of other existing recognized intangible assets,
and cease amortization of intangible assets with an indefinite useful life.
An intangible asset with an indefinite useful life should be tested for
impairment in accordance with the guidance in SFAS No. 142. SFAS No. 142 is
required to be applied in fiscal years beginning after December 15, 2001 to
all goodwill and other intangible assets recognized at that date,
regardless of when those assets were initially recognized. SFAS No. 142
requires companies to reassess the useful lives of other intangible assets
within the first interim quarter after adoption of SFAS No. 142. The
Company does not expect that the adoption of SFAS No. 142 will have a
material effect on the consolidated financial statements.

      In June 2001, Financial Accounting Standard Board issued Statement of
Financial Accounting Standards, No. 143, "Accounting for Asset Retirement
Obligations," ("SFAS No. 143"). FAS No. 143 is effective for fiscal years
beginning after June 15, 2002. SFAS No. 143 requires that any legal
obligation related to the retirement of long-lived assets be quantified and
recorded as a liability with the associated asset retirement cost
capitalized on the balance sheet in the period it is incurred when a
reasonable estimate of the fair value of the liability can be made.

      In August 2001, Financial Accounting Standard Board issued Statement
of Financial Accounting Standards, No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets," ("SFAS No. 144"). SFAS No. 144 is
effective for fiscal years beginning after December 15, 2001. SFAS No. 144
provides a single, comprehensive accounting model for impairment and
disposal of long-lived assets and discontinued operations.

      The Company expects that SFAS No. 143 and SFAS No. 144 will be
adopted on their effective dates and that the adoption will not result in
any material effects on its financial statements.


<PAGE>  25


ITEM 7  FINANCIAL STATEMENTS



                   BRAVO! FOODS INTERNATIONAL CORPORATION

                               AND SUBSIDIARY


                        ____________________________


                            FINANCIAL STATEMENTS

               FOR THE YEARS ENDED DECEMBER 31, 2000 AND 2001


                        ____________________________


<PAGE>  F-1


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                        INDEX TO FINANCIAL STATEMENTS


Report of Independent Certified Public Accountants                   F-3

Consolidated Financial Statements
  Consolidated Balance Sheets                                        F-4
  Consolidated Statements of Operations and Comprehensive Loss       F-6
  Consolidated Statement of Shareholders' Equity (Deficit)           F-7
  Consolidated Statements of Cash Flows                              F-9
  Consolidated Summary of Accounting Policies                        F-10
  Notes to Consolidated Financial Statements                         F-15


<PAGE>  F-2


Report of Independent Certified Public Accountants


To the Board of Directors
Bravo! Foods International Corporation

We have audited the accompanying consolidated balance sheets of Bravo! Foods
International Corporation and subsidiary as of December 31, 2000 and 2001,
and the related consolidated statements of operations and comprehensive loss,
shareholders' equity (deficit) and cash flows for each of the two years in
the period ended December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Bravo!
Foods International Corporation and subsidiary as of December 31, 2000 and
2001, and the results of their operations and their cash flows for each of
the two years in the period ended December 31, 2001 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in
the summary of accounting policies in the notes to the consolidated financial
statements, the Company has a limited operating history, has incurred
substantial losses since its inception, and at December 31, 2001, has a
working capital deficiency, is delinquent on certain of its debts and
negative net assets all of which raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in the same section. The consolidated financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.


                                       /s/ BDO Seidman, LLP


Los Angeles, California
March 27, 2002


<PAGE>  F-3


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                         CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                  December 31,
                                                                          ----------------------------
                                                                              2000           2001
                                                                          ----------------------------


                                                                       <c>             <c>
Assets
Current assets:
  Cash and cash equivalents                                               $     35,376    $    232,040
    Restricted cash (Note 2)                                                   161,000               -
    Accounts receivable                                                         30,061         152,682
    Note receivable (Note 1)                                                   716,000               -
    Other receivable                                                            16,549          17,178
    Advance to vendor                                                           13,703          20,998
    Inventories                                                                192,574          91,403
    Deferred interest (Note 3)                                                  28,500             521
    Prepaid expenses                                                            26,153          23,585
                                                                          ----------------------------
Total current assets                                                         1,219,916         538,407

  Furniture and equipment, net                                                 162,877         123,099
  License rights, net (Note 4)                                                 655,982         433,709
  Deposits                                                                      10,000          10,000
                                                                          ----------------------------
     Total assets                                                         $  2,048,775    $  1,105,215
                                                                          ============================
</TABLE>

               See accompanying summary of accounting policies
                     and notes to financial statements.


<PAGE>  F-4


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                         CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                  December 31,
                                                                          ----------------------------
                                                                              2000           2001
                                                                          ----------------------------


                                                                       <c>             <c>
Liabilities and Shareholders' Equity (Deficit)
Current liabilities:
  Bank loan - Fujian Bank (Note 2)                                        $    142,557    $          -
  Note payable to International Paper (Note 3)                                 202,743         187,743
  Notes payable to individual lenders (Note 5)                                       -         350,000
  Current portion of note payable to Warner Brothers (Note 4)                  335,000         473,750
  Accounts payables                                                             48,274         780,492
  Accrued liabilities                                                          695,243         575,019
                                                                          ----------------------------
Total current liabilities                                                    1,423,817       2,367,004

Note payable to Warner Brothers, less current portion (Note 4)                 163,750               -

Dividends payable                                                              154,342         280,370
                                                                          ----------------------------

Long-term liabilities                                                          318,092         280,370
                                                                          ----------------------------

Total liabilities                                                            1,743,909       2,647,374
                                                                          ----------------------------

Commitments and contingencies (Note 8)

Shareholders' Equity (Deficit) (Notes 9 and 10):
  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 D convertible, 6% cumulative and redeemable preferred stock,
   stated value $10.00 per share, 109,000 and 87,500 shares issued and
   outstanding                                                               1,060,178         853,432
  Series F convertible and redeemable preferred stock, stated value
   $10.00 per share, 174,999 shares issued and outstanding                   1,616,302       1,616,302
  Series G convertible, 8% cumulative and redeemable preferred stock,
   stated value $10.00 per share, 100,000 and 93,335 shares issued and
   outstanding                                                                 888,953         829,704
  Series H convertible and redeemable preferred stock stated value
   $10,000 per share, 105,500 share issued and outstanding                           -         465,200
  Common stock, par value $0.001 per share, 20,000,000 shares
   authorized, 13,095,414 and 14,681,008 shares issued and outstanding          13,095          14,681
  Additional paid-in capital                                                14,870,754      16,028,979
  Accumulated deficit                                                      (18,249,856)    (21,457,425)
  Accumulated other comprehensive loss - translation adjustment                      -            (472)
                                                                          ----------------------------

Total shareholders' equity (deficit)                                           306,866      (1,542,159)
                                                                          ----------------------------

Total liabilities and shareholders' equity (deficit)                      $  2,050,775    $  1,105,215
                                                                          ============================
</TABLE>

               See accompanying summary of accounting policies
                     and notes to financial statements.


<PAGE>  F-5


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

        CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

<TABLE>
<CAPTION>

                                                                     Years ended December 31,
                                                                   ---------------------------
                                                                       2000            2001
                                                                   ---------------------------


                                                                <c>             <c>
Revenue                                                            $   208,821     $   869,227

Cost of sales                                                           83,879         194,229
                                                                   ---------------------------

Gross margin                                                           124,942         674,998

Selling expense                                                        256,634         153,283

General and administrative expense                                   3,720,516       3,439,607
                                                                   ---------------------------

Loss from operations                                                (3,852,208)     (2,917,892)

Other (income) expense:
  Interest, net                                                         28,874          33,952
  Loss on investment in Meilijian                                      533,595               -
  Loss on disposal of investment in Meilijian (Note 1)                 122,585               -
                                                                   ---------------------------

Operating loss                                                      (4,537,262)     (2,951,844)

Income taxes provision (Note 7)                                              -               -
                                                                   ---------------------------

Net loss                                                            (4,537,262)     (2,951,844)

Dividends accrued for Series B preferred stock                          44,723           9,722
Dividends accrued for Series C preferred stock                             883               -
Dividends accrued for Series D preferred stock                         564,993          65,352
Dividends accrued for Series F preferred stock                         462,846               -
Dividends accrued for Series G preferred stock                         278,613          77,085
Dividends accrued for Series H preferred stock                               -         103,566
                                                                   ---------------------------
Net loss applicable to common shares                               $(5,889,320)    $(3,207,569)
                                                                   ===========================

Basic and diluted loss per share                                   $     (0.49)    $     (0.24)
                                                                   ===========================

Weighted average number of common shares outstanding                11,982,431      13,535,729
                                                                   ===========================

Comprehensive loss and its components consist of the following:

Net loss                                                           $(4,537,262)    $(2,951,844)
Foreign currency translation adjustment                                    121            (472)
                                                                   ---------------------------

Comprehensive loss                                                 $(4,537,141)    $(2,952,316)
                                                                   ===========================

</TABLE>

               See accompanying summary of accounting policies
                     and notes to financial statements.


<PAGE>  F-6


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                     STATEMENTS OF SHAREHOLDERS' EQUITY
               FOR THE YEARS ENDED DECEMBER 31, 2000 AND 2001

<TABLE>
<CAPTION>

                                                                                                          Accumulated
                               Preferred Stock           Common Stock                                        Other
                           -----------------------   --------------------   Additional     Accumulated   Comprehensive
                             Shares       Amount       Shares      Amount     Capital        Deficit          Loss        Total
                           -------------------------------------------------------------------------------------------------------


                        <c>          <c>          <c>          <c>       <c>           <c>             <c>          <c>
Balance, December 31, 1999  1,855,154   $2,067,713   10,278,129   $10,278   $11,256,952   $(12,360,537)   $(134,349)   $   840,057

Stock issued for options
 exercised                          -            -      100,000       100        74,900              -            -         75,000
Issuance of common stock            -            -      125,000       125        93,625              -            -         93,750
Issuance of Preferred
 stock Series D, Rule 506      50,000      490,000            -         -             -              -            -        490,000
Deemed dividend for
 warrants and conversion
 feature - Series D                 -            -            -         -       500,000       (500,000)           -              -
Issuance of common
 stock - finder fee                 -            -       50,000        50        37,450              -            -         37,500
Issuance of common stock -
 consulting service                 -            -      131,314       131        98,355              -            -         98,486
Issuance of common stock
 for consulting services            -            -        6,374         6         5,994              -            -          6,000
Issuance of Series F
 Preferred stock              150,000    1,393,653                               86,347              -            -      1,480,000
Conversion of Series C
 Preferred stock              (14,904)     (44,713)      66,785        67        61,521              -            -         16,875
Issuance of common stock
 for consulting services            -            -       10,260        10         7,990              -            -          8,000
Conversion of Series D
 Preferred stock              (10,000)     (96,161)     184,638       185        95,976              -            -              -
Conversion of Series A
 Preferred stock             (500,000)        (500)     500,000       500                            -            -              -
Conversion of Series B
 Preferred stock           (1,017,441)  (1,017,441)   1,017,441     1,017     1,291,986              -            -        275,562
Conversion of Series D
 Preferred stock              (11,250)     (96,161)     219,566       220       111,294              -            -         15,353
Issuance of Series G
 Preferred stock               75,000      662,453                               12,547              -            -        675,000
Issuance of common stock            -            -      225,735       226       169,077              -            -        169,303
Deemed dividends -
 Preferred Series F                 -            -            -         -       400,505       (400,505)           -              -
Deemed dividends -
Preferred Series G                  -            -            -         -       144,854       (144,854)           -              -
Issuance of common stock
 to an employee                     -            -       18,199        18        14,982              -            -         15,000
Issuance of common stock
 for consulting service             -            -        6,439         6         5,994              -            -          6,000
Issuance of Preferred
 Stock Series G                25,000      226,500            -         -             -              -            -        226,500
Issuance of Preferred
 Stock Series F                24,999      222,649            -         -         2,341              -            -        224,990
Issuance of common stock
 for consulting services            -            -        5,415         5         3,995              -            -          4,000
Accrued dividends reversed
 upon conversion of Series E        -            -            -         -         4,837              -            -          4,837
Issuance of common stock
 for consulting services
 (Corporate Image Bureau)           -            -       15,000        15        14,985              -            -         15,000
Conversion of Series B
 Preferred stock             (135,119)    (135,119)     135,119       136       183,903              -            -         48,919
Accrued dividends
 for Series B                       -            -            -         -             -        (44,723)           -        (44,723)
Accrued dividends
 for Series C                       -            -            -         -             -           (883)           -           (883)
Accrued dividends
 for Series D                       -            -            -         -             -        (64,993)           -        (64,993)
Accrued dividends
 for Series G                       -            -            -         -             -        (35,250)           -        (35,250)
</TABLE>


<PAGE>  F-7


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                     STATEMENTS OF SHAREHOLDERS' EQUITY
               FOR THE YEARS ENDED DECEMBER 31, 2000 AND 2001

<TABLE>
<CAPTION>

                                                                                                          Accumulated
                               Preferred Stock           Common Stock                                        Other
                           -----------------------   --------------------   Additional     Accumulated   Comprehensive
                             Shares       Amount       Shares      Amount     Capital        Deficit          Loss        Total
                           -------------------------------------------------------------------------------------------------------


                        <c>          <c>          <c>          <c>       <c>           <c>             <c>          <c>

Compensation granted
 for options granted
 during 2000                        -            -            -         -        29,496              -            -         29,496
Deemed dividend for
 conversion feature -
 Series G                           -            -            -         -        98,509        (98,509)           -              -
Deemed dividend for
 warrants and conversion
 feature - Series F                 -            -            -         -        62,340        (62,340)           -              -
Net loss                            -            -            -         -             -     (4,537,262)           -     (4,537,262)
Translation adjustment              -            -            -         -             -              -      134,349        134,349
                           -------------------------------------------------------------------------------------------------------
Balance, December 31, 2000    491,439    3,672,873   13,095,414    13,095    14,870,754    (18,249,856)           -        306,866

Issuance of common stock
 to a consultant                    -            -       50,000        50        37,450              -            -         37,500
Conversion of Series D
 preferred stock              (21,500)    (206,745)     979,559       980       205,765              -            -              -
Compensation expense on
 options granted
 to Giuliano                        -            -            -         -         2,320              -            -          2,320
Conversion of Series G
 preferred stock               (6,665)     (59,250)     286,035       286        58,963              -            -              -
Accrued dividends
 reversed on Series
 D & G conversions                  -            -            -         -         8,067              -            -          8,067
Issuance of Series H
 Preferred stock              105,500      465,200            -         -       584,800              -            -      1,050,000
Beneficial conversion
 feature of Series H
 Preferred stock                    -            -            -         -        98,027        (98,027)           -              -
Issuance of common stock
 to employees                       -            -      270,000       270       139,230              -            -        139,500
Accrued dividends
 for Series B                       -            -            -         -             -         (9,722)           -         (9,722)
Accrued dividends
 for Series D                       -            -            -         -             -        (65,352)           -        (65,352)
Accrued dividends
 for Series G                       -            -            -         -             -        (77,085)           -        (77,085)
Accrued dividends
 for Series H                       -            -            -         -             -         (5,539)           -         (5,539)
Accrued dividends reversed
 upon Series D conversion           -            -            -         -        19,226              -            -         19,226
Accrued dividends reversed
 upon Series G conversion           -            -            -         -         4,377              -            -          4,377
Net loss                            -            -            -         -             -     (2,951,844)           -     (2,951,844)
Translation adjustment              -            -            -         -             -              -         (472)          (472)
                           -------------------------------------------------------------------------------------------------------
Balance, December 31, 2001    568,774   $3,872,078   14,681,008   $14,681   $16,028,979   $(21,457,425)   $    (472)   $(1,542,159)
                           =======================================================================================================
</TABLE>

               See accompanying summary of accounting policies
                     and notes to financial statements.


<PAGE>  F-8


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                          STATEMENTS OF CASH FLOWS
              Increase (Decrease) in Cash and Cash Equivalents

<TABLE>
<CAPTION>

                                                                  Years ended December 31,
                                                                    2000            2001
                                                                ----------------------------


                                                             <c>             <c>
Cash flows from operating activities:
  Net loss                                                      $(4,537,262)    $(2,951,844)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation and amortization                                   232,257         440,156
    Issuance of common stock for penalty expense                    131,250               -
    Stock issuance in exchange for services                         137,486          37,500
    Stock compensation                                               44,496         141,820
    Investment loss in Meilijian                                    533,595               -
    Loss on disposal of investment in Meilijian                     122,585               -
    Changes in operating assets and liabilities:
      Restricted cash                                              (161,000)        161,000
      Accounts receivable                                           (30,061)       (122,621)
      Other receivable                                              (28,689)         11,511
      Advance to vendors                                            (13,703)         (7,295)
      Inventories                                                  (192,574)        101,171
      Prepaid expenses                                               (7,957)          2,568
      Accrued liabilities                                           504,824         563,603
                                                                ---------------------------
Net cash used in operating activities                            (3,264,753)     (1,622,431)
                                                                ---------------------------

Cash flows from investing activities
  Proceeds from disposal of investment in Meilijian (Note 1)        179,000         716,000
  Purchase of equipment and machinery                               (68,148)         (5,126)
                                                                ---------------------------

Net cash provided by investing activities:                          110,852         710,874
                                                                ---------------------------

Cash flows from financing activities:
  Borrowing from bank loan                                          142,557               -
  Repayment of bank loan                                                  -        (142,557)
  Borrowing from note payable                                             -         350,000
  Repayment of note payable                                        (311,048)       (148,750)
  Proceeds of issuance of Series D preferred stock                  490,000               -
  Proceeds of issuance of Series F preferred stock                1,704,990               -
  Proceeds of issuance of Series G preferred stock                  901,500               -
  Proceeds from issuance of Series H preferred stock                      -       1,050,000
  Proceeds from issuance of common stock                            169,303               -
  Proceeds from warrants and options exercised                       75,000               -
                                                                ---------------------------

Net cash provided by financing activities                         3,172,302       1,108,693
                                                                ---------------------------

Net increase in cash and cash equivalents                            18,401         197,136

Effect of changes in exchange rate on cash                              121            (472)

Cash and cash equivalents, beginning of year                         16,854          35,376
                                                                ---------------------------

Cash and cash equivalents, end of year                          $    35,376     $   232,040
                                                                ===========================

Cash paid during the year for interest                          $    6,503      $     5,687
                                                                ===========================
</TABLE>

Cash flow information:

      During 2000 and 2001, the Company entered into several noncash
financing and investing transactions which are disclosed in various
footnotes to this financial statement.


<PAGE>  F-9


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                       SUMMARY OF ACCOUNTING POLICIES

Organization and Businesses and Going Concern Uncertainty

Bravo! Foods International Corporation (the Company), formerly known as
China Premium Food Corporation, was incorporated under the laws of the State
of Delaware on April 26, 1996.

The Company obtained a 52% equity interest in Hangzhou Meilijian Dairy
Products Co., Ltd. (Meilijian) which was purchased from American Flavor
China, Inc. in 1998 in exchange for consideration of approximately
$2,000,000, including shares of the Company's common stock valued at
$1,531,685. As a result of this acquisition transaction, the Company
recognized goodwill of $319,741, which was being amortized over a period of
five years on a straight-line basis.

On November 12, 2000, the Company signed an agreement with the Chinese
partner in Meilijian pursuant to which the Company's 52% interest in
Meilijian was sold to the China partner for consideration of $895,000. Of
$895,000, $716,000 was received by the Company in 2001 and the remaining
$179,000 was wired to the Company's subsidiary in Shanghai in November 2000.
Accordingly the remaining balance of goodwill and translation adjustment
were expensed in the statement of operations for the year ended December 31,
2000.

In December 1999, the Company obtained Chinese government approval for the
registration of Bravo! Foods International (Shanghai) Co. Ltd., a wholly
owned subsidiary, in the Wai Gao Qiao free trade zone in Shanghai, China.
This subsidiary was formed to import, export and distribute food products
and flavored milk ingredients on a wholesale level in China.

Basis of Presentation

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 $21,457,425, negative equity of
$1,542,159, negative working capital, and is delinquent on certain of its
debts at December 31, 2001. These conditions give rise to substantial doubt
about the Company's ability to continue as a going concern. Management plans
to improve gross profit margins in its U.S. and China operations and obtain
additional financing. While there is no assurance that funding will be
available or that the Company will be able to improve its margins, the
Company is continuing to actively seek equity and/or debt financing. No
assurances can be given that the Company will be successful in carrying out
its plans. See Subsequent Events for fund raising details at Note 10. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

Principles of Consolidation

The consolidated financial statements include the accounts of Bravo! Foods
International Corporation and its wholly-owned subsidiary Bravo! Foods
International (Shanghai) Co. Ltd. (the "Company"). All significant
intercompany transactions have been eliminated.

Revenue Recognition

The Company recognizes revenue upon shipment of products. The licensing fee
revenue is recognized when licensed products are sold by licensees.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.


<PAGE>  F-10


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                       SUMMARY OF ACCOUNTING POLICIES

Inventory

Inventory, which consists primarily of packing materials and other
ingredients, is stated at the lower of cost or market on the first-in,
first-out method.

Furniture and Fixtures

Furniture and fixtures are stated at cost. Depreciation is computed
primarily utilizing the straight-line method over a period of five years.

Maintenance, repairs and minor renewals are charged directly to expenses as
incurred. Additions and betterment to property and equipment are
capitalized. When assets are disposed of, the related cost and accumulated
depreciation thereon are removed from the accounts and any resulting gain or
loss is included in the statement of income.

Goodwill

Goodwill represents the excess of acquisition cost over the net assets
acquired in business combinations in 1998. Goodwill was being amortized on a
straight line basis over five years. The remaining unamortized balance of
$170,529 in goodwill was written off in 2000 when the Company sold its
equity interest in Meilijian in November 2000.

Accounting for the Investments of Long-Lived Assets and of the Long-Lived
Assets to be Disposed Of

Periodically, the Company reviews the recoverability of goodwill and other
long-lived assets as required by SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of." The measurement of possible impairment is based primarily on the
undiscounted future operating cash flows without interest charges derived
from using these assets over the remaining estimated economic life. The
assessed recoverability of goodwill will be impacted if estimated future
operating cash flows are not achieved. Amortization expense of $58,619 and
$0 was recognized for the years ended December 31, 2000 and 2001,
respectively.

Foreign Currency Transactions and Translations

Transaction gains and losses result from a change in exchange rates between
the functional currency and the currency in which a foreign currency
transaction is denominated. They represent an increase or decrease in (a)
the actual functional current cash flows realized upon settlement of foreign
currency transactions and (b) the expected functional currency cash flows on
unsettled foreign currency transactions. All transaction gains and losses
are included in other income or expense.

Assets and liabilities of China Premium Food (Shanghai) Co., Ltd. are
translated into the US dollar at the prevailing exchange rate in effect at
each period end. Revenue and expenses are translated into the US dollar at
the average exchange rate during the reporting period. Contributed capital
is translated into the US dollar at the historical exchange rate when
capital was injected. Any difference resulting from using the current rate,
historical rate and average rate in determination of retained earnings is
accounted for as a translation adjustment and reported as part of
comprehensive income or loss in the equity section.


<PAGE>  F-11


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                       SUMMARY OF ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of financial statements and the reported amounts of
revenue and expenses during the reporting period. Among the more significant
estimates included in these financial statements are the estimated allowance
for doubtful accounts receivable and the deferred income tax asset
allowance. Actual results could materially differ from those estimates.

Fair Value of Financial Instruments

The carrying amount of cash, receivables, accrued liabilities and notes
payable are reasonable estimates of their fair value because of the short
maturity of these items. The carrying amounts of the Company's notes payable
approximate fair value because the interest rates on these instruments are
similar to the debt with the same maturity.

Income Taxes

The Company accounts for income taxes using the liability method, which
requires an entity to recognize deferred tax liabilities and assets.
Deferred income taxes are recognized based on the differences between the
tax bases of assets and liabilities and their reported amounts in the
financial statements which will result in taxable or deductible amounts in
future years. Further, the effects of enacted tax laws or rate changes are
included as part of deferred tax expenses or benefits in the period that
covers the enactment date. A valuation allowance is recognized if it is more
likely than not that some portion, or all of, a deferred tax asset will not
be realized.

Earnings (Loss) Per Share

For the years ended December 31, 2000 and 2001, total stock options and
stock warrants of 10,787,417 and 14,971,917 and the outstanding preferred
shares were not included in the computation of diluted earnings per share
because their effect was antidilutive.

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 income and earnings per share as
if the fair value based method had been applied. For equity instruments,
including stock options, issued to non-employee, the fair value of the
equity instruments or the fair value of the consideration received,
whichever is more readily determinable, is used to determine the value of
services or goods received and the corresponding charge to operations.


<PAGE>  F-12


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                       SUMMARY OF ACCOUNTING POLICIES

FAS No. 133, "Accounting for Derivative Instruments and Hedging Activities"

Statement of Financial Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133") requires companies to
recognize all derivatives contracts as either assets or liabilities in the
balance sheet and to measure them at fair value. If certain conditions are
met, a derivative may be specifically designated as a hedge, the objective of
which is to match the timing of gain or loss recognition on the hedging
derivative with the recognition of (i) the changes in the fair value of the
hedged asset or liability that are attributable to the hedged risk or (ii)
the earnings effect of the hedged forecasted transaction. For a derivative
not designated as a hedging instrument, the gain or loss is recognized in
income in the period of change.

Historically, the Company has not entered into derivatives contracts either
to hedge existing risks or for speculative purposes. Accordingly, the
adoption of the new standard on January 1, 2001 did not have a material
affect on the financial statements.

New Accounting Standards Not Adopted Yet

In June 2001, the Financial Accounting Standards Board finalized FASB
Statements No. 141, "Business Combinations" ("SFAS No. 141"), and No. 142,
"Goodwill and Other Intangible Assets" ("SFAS No. 142").

SFAS No. 141 requires the use of the purchase method of accounting and
prohibits the use of the pooling-of-interests method of accounting for
business combinations initiated after June 30, 2001. SFAS No. 141 also
requires that the Company recognize acquired intangible assets apart from
goodwill if the acquired intangible assets meet certain criteria. SFAS No.
141 applies to all business combinations initiated after June 30, 2001 and
for purchase business combinations completed on or after July 1, 2001. It
also requires, upon adoption of SFAS No. 142, companies to reclassify the
carrying amounts of intangible assets and goodwill based on the criteria in
SFAS No. 141. The Company does not expect that the adoption of SFAS No. 141
will have a material impact on its consolidated financial statements.

SFAS No. 142 requires, among other things, that companies no longer amortize
goodwill, but instead test goodwill for impairment at least annually. In
addition, SFAS No. 142 requires that the Company identify reporting units
for the purposes of assessing potential future impairments of goodwill,
reassess the useful lives of other existing recognized intangible assets,
and cease amortization of intangible assets with an indefinite useful life.
An intangible asset with an indefinite useful life should be tested for
impairment in accordance with the guidance in SFAS No. 142. SFAS No. 142 is
required to be applied in fiscal years beginning after December 15, 2001 to
all goodwill and other intangible assets recognized at that date, regardless
of when those assets were initially recognized. SFAS No. 142 requires
companies to reassess the useful lives of other intangible assets within the
first interim quarter after adoption of SFAS No. 142. The Company does not
expect that the adoption of SFAS No. 142 will have a material effect on the
consolidated financial statements.

The Company does not expect that the adoption of SFAS No. 142 will have a
material effect on the consolidated financial statements.


<PAGE>  F-13


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                       SUMMARY OF ACCOUNTING POLICIES

In June 2001, Financial Accounting Standard Board issued Statement of
Financial Accounting Standards, No. 143, "Accounting for Asset Retirement
Obligations," ("SFAS No. 143"). FAS No. 143 is effective for fiscal years
beginning after June 15, 2002. SFAS No. 143 requires that any legal
obligation related to the retirement of long-lived assets be quantified and
recorded as a liability with the associated asset retirement cost
capitalized on the balance sheet in the period it is incurred when a
reasonable estimate of the fair value of the liability can be made.

In August 2001, Financial Accounting Standard Board issued Statement of
Financial Accounting Standards, No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," ("SFAS No. 144"). SFAS No. 144 is effective
for fiscal years beginning after December 15, 2001. SFAS No. 144 provides a
single, comprehensive accounting model for impairment and disposal of long-
lived assets and discontinued operations.

The Company expects that SFAS No. 143 and SFAS No. 144 will be adopted on
their effective dates and that the adoption will not result in any material
effects on its financial statements.

Reclassifications

Certain reclassifications have been made to the prior year consolidated
financial statements to conform with the 2001 presentation.


<PAGE>  F-15


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                        NOTES TO FINANCIAL STATEMENTS

Note 1. Disposal of Investment in Meilijian

In November 2000, the Company sold its 52% equity interest in Meilijian to
the Chinese partner consideration of $895,000. The Company recognized the
disposal loss as follows:

<TABLE>
<CAPTION>

                                           Year ended
                                       December 31, 2000
                                       -----------------


                                        <c>
Total proceeds from Chinese partner        $  895,000

Net investment in Meilijian                   712,828
Translation adjustment                        134,228
Goodwill                                      170,529
                                           ----------
Total assets to be written off              1,017,585
                                           ----------
Loss recognized                            $ (122,585)
                                           ==========
</TABLE>

Of the $895,000 consideration, $179,000 was received in 2000 and $716,000
was received in 2001.

Note 2 - Restricted Cash and Bank Loan in Shanghai

During 2000, the Company wired $161,000 to a Chinese commercial bank in
Shanghai as collateral to borrow RMB loans from the bank. With the $160,000
of time deposit as collateral, the bank agreed to loan CPFC Shanghai the
maximum RMB amount not to exceed 90% of the value of certificate of deposit.
The bank loans bore interest at 6.435% per annum and matured on
September 11, 2001 for RMB1,180,000 (equivalent of US$142,557) at
December 31, 2000. The proceeds of RMB loans from the bank could be used
only for working capital purposes. In 2001, the above outstanding balance
was paid off.

Note 3 - Extension of Note Payable to International Paper

During the process of acquiring its 52% equity interest in Meilijian, the
Company issued a promissory note to assume existing debt owed to a supplier,
International Paper. The face value of that unsecured note was $282,637 at
an interest rate of 10.5% per annum. The note originally required a monthly
installment payment of $7,250 with 23 payments and a balloon payment of
$159,862 due on July 15, 2000. During 2000, the Company negotiated an
extension of this note to July 1, 2001. International Paper imposed a charge
of $57,000 to renegotiate the note, which amount represents interest due
through the extension date.

The outstanding balance of this note was $202,743 and $187,743 at December
31, 2000 and 2001, respectively. The Company is delinquent on payment at
December 31, 2001.


<PAGE>  F-15


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                        NOTES TO FINANCIAL STATEMENTS


Note 4 - Licensing Agreements with Warner Brothers Consumer Products Co.

Licensing Agreement in China

On January 1, 1999, the Company entered into a license agreement (the
Original Agreement) with Warner Brothers Consumer Products Co. (Warner) for
the right to print Looney Tunes(TM) images and names, as defined in the
Agreement, on its products in Shanghai and Hangzhou, China. The Company
agreed to pay 3% royalty fee of net invoiced price of each licensed article
with minimum guaranteed consideration of $300,000 of which $45,000 was paid
at inception of the Agreement, and the balance to be paid by 10 installments
of $21,250 each quarter starting on September 30, 1999 and a balloon payment
of $42,500 on or before March 31, 2002. The Company recorded license rights
of $300,000 and would amortize it over a period of three years.

The Original Agreement noted above only allowed the licensed material to be
used on beverages. The Company desired to expand this licensing to allow the
Looney Tunes(TM) images and names to be put onto cracker packages. In
June 2000, the Company entered into a license agreement (the New Agreement)
with Warner for the right to print cartoon characters on certain cracker
packages as defined in the New Agreement. The Company agreed to pay 5% of
the price of each licensed article with minimum guaranteed consideration of
$50,000 paid at the inception of the Agreement. The Company recorded license
rights of $50,000, which were fully amortized as of December 31, 2001. This
New Agreement has not been renewed.

On November 21, 2000, the Company entered into an amendment of the above
Original Agreement with Warner. Per the amendment the term of the agreement
was extended to June 30, 2003 with the guaranteed consideration being
increased to $400,000. The amended agreement extended the territory that the
Company can market the beverage containers to The People's Republic of
China. From September 30, 1999 to September 30, 2000 the installment payment
of $21,250 did not change. As of January 31, 2001, the installment payment
increased to $33,750 until September 30, 2002. The last installment payment
at December 31, 2002 is back to the original amount of $21,250. The Company
recorded additional license rights of $100,000 and will amortize it with the
remaining balance over a period of 25 months. As of December 31, 2001, the
outstanding obligation under this agreement was $215,000, including $101,250
past due. The amortization of this license agreement for the years ended
December 31, 2000 and 2001 was $85,714 and $94,286, respectively.

Licensing Agreement in the United States

On July 26, 2000, Bravo! entered into a licensing agreement with Warner and
obtained rights to utilize Warner Brothers' Looney Tunes(TM) character
images and names in the U.S. This licensing agreement gives the Company
rights to such images and names in the U.S. for use in connection with
specified categories of products sold by Bravo!

The Company recorded the gross amount of $500,000 as licensing agreement and
an obligation to licensing agreement of $500,000 simultaneously. An amount
of $250,000 was paid upon the signing of this agreement and the balance is
due; $100,000 on or before June 1, 2001, $100,000 on or before December 1,
2001, and $50,000 on or before June 1, 2002. As of December 31, 2001,
$150,000 of this obligation remains outstanding, including $100,000 past
due, which was paid on January 3, 2002.


<PAGE>  F-16


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                        NOTES TO FINANCIAL STATEMENTS

Note 4 - Licensing Agreements with Warner Brothers Consumer Products Co.
(Continued)

The licensing agreement is effective from January 1, 2000 through December
21, 2002. However, the Company signed the agreement on July 26, 2000
resulting in an effective period of 30 months. Accordingly, the Company will
amortize the licensing agreement over a period of 30 months. The
amortization expense for the years ended December 31, 2000 and 2001 was
$100,000 and $216,668, respectively.

Licensing Agreement in Mexico

In September 2001, the Company entered into a licensing agreement with
Warner for the right to print Looney Tunes(TM) character images and names,
as defined in the agreement, on its products in Mexico. The Company agreed
to pay royalties of 5% on net sales from June 1, 2001 through May 31, 2002;
7% on net sales from June 1, 2002 through May 31, 2003; and 10% on net sales
from June 1, 2003 through May 31, 2004; with a minimum total guaranteed
consideration of $145,000. The minimum guaranteed consideration is payable
$36,250 upon execution of the agreement, $36,250 on or before December 31,
2001, $36,250 on or before June 30, 2002, and $36,250 on or before December
1, 2002.

The licensing agreement is effective through May 31, 2004. The Company
recorded license rights of $145,000 to be amortized over a period of three
years. Amortization expense for the year ended December 31, 2001 was
$28,194. As of December 31, 2001, the outstanding obligation remaining under
this agreement was $108,750, including $36,250 past due, which was pad on
January 31, 2002.

The outstanding notes payable to Warner Brothers were as follows:

<TABLE>
<CAPTION>

                                December 31,
                          -----------------------
                             2000          2001
                          -----------------------


                       <c>           <c>
Note payable              $ 498,750     $ 473,750
Current portion            (335,000)     (473,750)
                          -----------------------
Long-term note payable    $ 163,750     $       -
                          =======================
</TABLE>

Note 5 - Notes Payable to Individual Lenders

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, are payable on
February 1, 2002 and bear interest at the annual rate of 8%. These loans are
secured by a general security interest in all the assets of the Company. As
of March 27, 2002, the Company reached a verbal agreement with these lenders
to extend these notes payable to the completion of $2.35 private placement,
which has generated $1.75 million in proceeds to date.

On December 27, 2001, the Company received $250,000 in loan proceeds from a
lender who also is a holder of the Company's Series H Convertible Preferred
Stock. The $250,000 is payable on February 28, 2002 and bears interest at
the annual rate of 12%. The holder shall receive five-year options to
purchase 25,000 shares of the Company's common stock at an exercise price of
$0.40 per share in 2002. A director of the Company has personally guaranteed
the promissory note. The promissory note was paid out of proceeds from the
March 19, 2002 tranche of Series H Convertible Preferred financing.


<PAGE>  F-17


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                        NOTES TO FINANCIAL STATEMENTS


Note 6. Income Taxes

The Company is subject to Federal income taxes. As the Company experienced
operating losses for the years of 1999 and 2000, no income tax was provided.

The Company has gross deferred tax assets of approximately $3,800,000 and
$4,800,000 at December 31, 2000 and 2001, respectively, relating principally
to tax effects of net operating loss carryforwards. In assessing the
recoverability of deferred tax assets, management considers whether it is
more likely than not that the assets will be realized. The ultimate
realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which those temporary
differences become deductible. Management considers projected future taxable
income and tax planning strategies in making this assessment. Based upon the
level of historical taxable loss and projections for future taxable income
over the periods in which the deferred tax items are recognizable for tax
reporting purposes, it is more likely than not that the Company will not
realize the benefits of these differences at December 31, 2000 and 2001. As
such, management has recorded a valuation allowance for the full amount of
deferred tax assets at December 31, 2000 and 2001.

At December 31, 2001, the Company has available net operating losses of
approximately $14,250,000 for federal income tax purpose, to offset future
taxable income, if any, and expire at various dates through the year 2021
for federal income tax purpose. However, the utilization of net operating
losses will be subject to certain limitations as prescribed by Section 382
of the Internal Revenue Code.

Note 7. Commitments and Contingencies

Commitments

The Company leases office space at its corporate office in Florida under
operating leases expiring in April 2004.

Future minimum rental payments required under operating leases as of
December 31, 2001 are as follows:

<TABLE>
<CAPTION>

           Years ending December 31,     Amount
           -------------------------------------

                     
                <c>
                     2002               $ 71,015
                     2003                 74,566
                     2004                 26,098
                                        --------
                                        $171,679
                                        ========
</TABLE>

Rental expense for the years ended December 31, 2000 and 2001 was
approximately $64,000 and $83,000, respectively.


<PAGE>  F-18


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                        NOTES TO FINANCIAL STATEMENTS


Note 8 - Shareholders' Equity

2000

On January 27, 2000, the Company issued 100,000 shares of common stock
pursuant to the exercise of options.

On February 1, 2000, the Company amended its Rule 506 offering with respect
to the Series D Preferred Stock originally offered on March 9, 1999 and
April 23, 1999, respectively. Pursuant to this amended offering, the Company
issued an additional 50,000 shares of the Series D Preferred Stock and
amended the total number of warrants to be issued by the issuance of
additional warrants for 1,300,000 shares of common stock to the existing
sophisticated and accredited holders of its Series D Preferred Stock. The
Series D Preferred and accompanying warrants were priced at $10.00 per unit
and resulted in proceeds of $490,000 in cash, net of $10,000 of legal and
issuance expenses. The warrants were issued to the investors with an
exercise price of $0.625 per share and an expiration date of January 31,
2003. The Company recognized $500,000 of deemed dividends for warrants and
the conversion features.

In connection with this sale, the Company issued 125,000 shares of its
common stock to these holders to compensate them for the delay in
registering the resale of the common stock underlying the Series D Preferred
and the warrants, and 50,000 shares of common stock to a finder. These
shares of common stock are valued at $0.75 per share, the market value on
February 1, 2000.

On April 6, 2000, the Company issued 6,374 shares of its common stock at
$0.94 per share (market value) to The Omega Company for consulting service
provided. The Company did not receive cash for these shares.

On April 6, 2000, the Company issued 150,000 of its Series F convertible
preferred stock and warrants to three sophisticated and accredited investors
and one finder. In addition, the Company agreed to issue 75,000 shares of
common stock upon the exercise of the warrants by the respective holders.
The Series F convertible preferred stock and the warrants were priced at
$10.00 per unit and resulted in proceeds of $1,480,000, net of $20,000 of
legal and issuance expenses. Each share of Series F convertible preferred
stock (1) has a stated value of $10.00 per share; (2) does not have dividend
rights beyond those of the Company's common stock; (3) has no voting rights;
(4) has a conversion feature equal to $0.50 per share, subject to a maximum
conversion into no greater than 9.99% of the Company's issued and
outstanding common stock at conversion and (5) is redeemable at the option
of the holder in the event of defined events of default at 125% of the
stated value. (The redemption rights on certain defined events which are
outside the control of the Company were permanently waived.) Warrants for
3,000,000 shares of common stock were issued to the investors with an
exercise price of $1.00 per share and an expiration date of April 5, 2003.
Warrants for 1,600,000 shares of common stock were issued to a finder with
an exercise price of $0.84 per share and have an expiration date of April 5,
2000. The Company recognized $400,505 of deemed dividends relating to the
conversion feature.

On April 25, 2000, the Company issued 66,785 shares of its common stock upon
the conversion of 14,904 shares of Series C convertible preferred stock
including accrued dividends of $16,875.

On May 11, 2000, the Company issued 10,260 shares of its common stock at
$0.78 per share (market price) to a related party consultant, The Omega
Company, for consulting service provided. The Company did not receive cash
for these shares.


<PAGE>  F-19


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                        NOTES TO FINANCIAL STATEMENTS

Note 8 - Shareholders' Equity (Continued)

On May 22, 2000, the Company issued 184,638 shares of its common stock to
two holders of Series D convertible preferred stock pursuant to their
conversion of 10,000 shares of the preferred including accrued dividends of
$10,095. The Company did not receive cash for these shares.

On May 23, 2000, the Company issued 1,517,441 shares of its common stock to
one holder, pursuant to the conversion of 500,000 shares of Series A
convertible preferred stock and 1,017,441 shares of Series B convertible
preferred stock including accrued dividends of $275,562. The Company did not
receive cash for these shares.

On May 25, 2000, the Company issued 131,314 shares of common stock at $0.75
per share in exchange for services provided.

On June 8, 2000, the Company issued 219,566 shares of its common stock to
two holders of Series D convertible preferred stock pursuant to the
conversion of 11,250 shares of the preferred including accrued dividends of
$10,095. The Company did not receive cash for these shares.

On June 19, 2000, the Company issued 75,000 shares of its Series G
convertible preferred stock and warrants for 344,330 shares at $0.9625 per
share to three sophisticated and accredited investors and two finders. The
Series G convertible preferred stock was priced at $10.00 per unit and
resulted in proceeds of $675,000 in cash, net of $60,000 in finder's fees
and $15,000 of legal and issuance expenses. Each share of Series G
convertible preferred stock (1) has a stated value of $10.00 per share; (2)
accrues dividends at 8% simple interest per annum, payable in cash or, at
the option of the holder, added to the stated value of the preferred for
conversion computation purposes; (3) has no voting rights; (4) has a
conversion feature equal to the lesser of $0.85 per share or 80% of the
average of the three lowest closing bid prices in a lookback period of the
22 days immediately preceding the conversion of the preferred, subject to a
maximum conversion into no greater than 9.99% of the Company's issued and
outstanding common stock at conversion; (5) is redeemable at the option of
the Company at 135% of the stated value, plus accrued dividends (the
redemption rights on certain defined events which are outside of the control
of the Company were permanently waived); and (6) has a mandatory conversion
feature exercisable by the Company 3 years from issue at the stated
conversion prices, subject to a minimum daily trading volume of 250,000
shares during a lookback period and closing bid prices not less that 300% of
the lower conversion prices. The Company has a "put" for up to an additional
75,000 shares of the Series G convertible preferred, contingent upon the
occurrence of certain defined events. Each put share has the above described
features, except a conversion feature equal to 75% of the average of the
three lowest closing bid prices in a lookback period of the 10 days
immediately preceding the conversion of the preferred or 80% of the average
of the three lowest closing bid prices in a lookback period of the 22 days
immediately preceding the conversion of the preferred, at the option of the
investors. The Company recognized $144,854 of deemed dividends relating to
the conversion feature. The Series G warrants for 334,330 shares of common
stock have an exercise price of $0.9625 per share and an expiration date of
June 18, 2003.

On June 29, 2000, the Company issued 225,735 shares of its common stock at
$0.75 per share to thirteen former holders of its Series E convertible
preferred stock. This common stock was issued pursuant to the exercise of
certain participation rights in favor of these holders at a price determined
by the market value of the common stock on the day of exercise. The Company
received $169,303.50 in cash from the issuance of this common stock.


<PAGE>  F--20


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                        NOTES TO FINANCIAL STATEMENTS

Note 8 - Shareholders' Equity (Continued)

On August 3, 2000, the Company issued 18,199 shares of its common stock at
$0.82 per share (market price) to an employee.

On August 15, 2000, the Company issued 6,439 shares at $0.93 per share
(market price) of its common stock to a related party for consulting service
provided. The Company did not receive cash for these shares.

On October 2, 2000, the Company issued 25,000 shares of its amended Series G
convertible preferred stock to two sophisticated and accredited investors
and warrants to a finder for 114,777 shares of common stock. This issuance
was pursuant to an agreed upon partial exercise of the put granted to the
Company by the Series G investors. The amended Series G convertible
preferred stock was priced at $10.00 per unit and resulted in proceeds of
$226,500 in cash, net of $20,000 in finder's fees and $3,500 in escrow fees.
Each share of the amended Series G convertible preferred stock has the same
features as the original Series G issue, except a conversion feature for the
partial put exercise equal to the lesser of $0.60 per share or 75% of the
average of the three lowest closing bid prices of the 22 days immediately
preceding the conversion of the preferred. The remaining 50,000 shares of
the amended Series G convertible preferred subject to put lookback period of
the 10 days immediately preceding the conversion of the preferred or 75% of
the average of the three lowest closing bid prices in a lookback period of
the 22 days immediately preceding the conversion of the preferred, at the
option of the investors.  The warrants for 114,777 shares of common stock
have an exercise price of $0.9625 per share and an expiration date of
October 1, 2003. The Company recognized $98,509 of deemed dividends relating
to the conversion feature.

On October 13, 2000, the Company issued 24,999 shares of its amended Series
F convertible preferred stock and warrants for 114,777 shares of common
stock to three sophisticated and accredited investors. The amended Series F
convertible preferred stock and warrants were priced at $10.00 per unit and
resulted in proceeds of $224,990 in cash, net of $20,000 in finder's fees
and $5,000 in legal fees. Each share of the amended Series F convertible
preferred stock has the same features as the original Series F issue, except
a conversion feature equal to the lesser of $0.60 per share or 75% of the
average of the three lowest closing bid prices of the 22 days immediately
preceding the conversion of the preferred. The warrants for 114,777 shares
of common stock have an exercise price of $0.9625 per share and an
expiration date of October 12, 2003. . The Company recognized $62,340 of
deemed dividends relating to the conversion feature.

On November 15, 2000, the Company issued 5,415 shares of its common stock at
$0.74 per share (market value) to a related party for consulting services
provided. The Company did not receive cash for these shares.

On December 1, 2000, the Company issued 15,000 shares of common stock valued
at $1.00 per share, in exchange for services provided. The Company did not
receive cash for these shares.

On December 13, 2000, the Company issued 135,119 shares of its common stock
to one holder, pursuant to the conversion of 135,119 shares of Series B
convertible preferred stock including accrued dividends of $48,919.


<PAGE>  F-21


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                        NOTES TO FINANCIAL STATEMENTS

Note 8 - Shareholders' Equity (Continued)

2001

On January 2, 2001, the Company hired a new President and Chief Operating
Officer and entered into an employment agreement with him pursuant to which
the Company granted the individual 100,000 shares of its common stock and
options to purchase an additional 400,000 shares of common stock at a per
share price of $0.75. Accordingly, the Company recognized a non-cash
compensation expense of $75,000.

On January 1, 2001, the Company issued 50,000 shares of common stock in lieu
of payment regarding the amount due to an external consultant at the price
of $0.75 per share. The total value was deducted from the amount payable to
this consultant.

On August 1, 2001, the Company issued 228,000 shares of common stock to
Austinvest Anstalt Balzers, upon the conversion of 4,000 shares of Series D
Convertible Preferred.

On September 30, 2001, 4,000 shares of preferred stock Series D and 3,265
shares of preferred stock Series G were converted into 228,000 shares and
155,137 shares of common stock, respectively. Accordingly, the Company
reversed the accrued dividends of $8,067 relating to the conversions in
August and September.

On October 30, 2001, the Company issued 25,000 shares of common stock to The
Keshet Fund LP, upon the conversion of 665 shares of Series G Convertible
Preferred.

On October 30, 2001, the Company issued 107,347 shares of common stock to
Austinvest Anstalt Balzers, upon the conversion of 3,000 shares of Series D
Convertible Preferred.

On October 30, 2001, the Company issued 55,139 shares of common stock to
AMRO International, S.A., upon the conversion of 1,500 shares of Series D
Convertible Preferred.

On October 30, 2001, the Company issued 107,347 shares of common stock to
Esquire Trade & Finance, Inc., upon the conversion of 3,000 shares of Series
D Convertible Preferred.

On November 1, 2001, the Company issued 65,000 shares of common stock to one
employee for services rendered at a price of $0.36 per share.

On November 16, 2001, the Company issued 20,000 shares of common stock to
The Keshet Fund LP, upon the conversion of 547 shares of Series G
Convertible Preferred.

On November 16, 2001, the Company issued 45,898 shares of common stock to
The Keshet Fund LP, upon the conversion of 1,175 shares of Series G
Convertible Preferred.

On November 20, 2001, the Company issued 10,000 shares of common stock to
The Keshet Fund LP, upon the conversion of 255 shares of Series G
Convertible Preferred.

On November 27, 2001, the Company issued 10,000 shares of common stock to
The Keshet Fund LP, upon the conversion of 255 shares of Series G
Convertible Preferred.


<PAGE>  F-22


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                        NOTES TO FINANCIAL STATEMENTS

Note 8 - Shareholders' Equity (Continued)

On November 29, 2001, the Company issued 75,000 shares of common stock to
three employees and one consultant for services rendered at a price of $0.37
per share.

On November 29, 2001, the Company issued 10,000 shares of common stock to
The Keshet Fund LP, upon the conversion of 249 shares of Series G
Convertible Preferred.

On December 5, 2001, the Company issued 126,863 shares of common stock to
Austinvest Anstalt Balzers, upon the conversion of 3,000 shares of Series D
Convertible Preferred.

On December 5, 2001, the Company issued 126,863 shares of common stock to
Esquire Trade & Finance, Inc., upon the conversion of 3,000 shares of Series
D Convertible Preferred.

On December 11, 2001, the Company issued 10,000 shares of common stock to
The Keshet Fund LP, upon the conversion of 254 shares of Series G
Convertible Preferred.

On December 12, 2001, the Company issued 30,000 shares of common stock to
one employee for services rendered at a price of $0.38 per share.

As a result of the aforementioned conversions from preferred stock into
common stock taken late in the fourth quarter of 2001, the Company reversed
the accrued dividends of $19,226 for Series D and $4,377 for Series G,
respectively

Series H Convertible Preferred: Commencing March 7, 2001, a director and
shareholder of Bravo! began to contribute monies toward an anticipated
$1,325,000 investment in Bravo!, pursuant to a Series H Convertible
Preferred offering. The Series H convertible preferred stock was priced at
$10.00 per unit and resulted in net proceeds of $1,050,000 in cash, net of
legal and issuance expenses of $5,000. Each share of Series H convertible
preferred stock (1) has a stated value of $10.00 per share; (2) accrues
dividends at 7% simple interest per annum, payable in cash or, at the option
of the holder, added to the stated value of the preferred for conversion
computation purposes; (3) has no voting rights; (4) has a conversion price
of $0.40 per share of common stock, subject to a contractually limited
maximum conversion into no greater than 9.99% of the Company's issued and
outstanding common stock at conversion; (5) is redeemable at the option of
the Company after two years from issuance at 135% of the stated value, plus
accrued dividends; and (6) has a mandatory conversion feature exercisable by
the Company five years from issue at the stated conversion price, subject to
a minimum daily trading volume of 100,000 shares during a lookback period
and closing bid prices not less that 300% of the conversion price. Each
share of Series H preferred stock has detachable warrants for 25 shares of
common stock with an exercise price of $0.50 per share and an exercise
period of five years. The Series H convertible preferred stock will be
issued pursuant to an exemption to registration provided by Regulation D,
Rule 506 and Section 4(2) of the 1933 Act.

As of December 31, 2001, this director and shareholder, through his Explorer
Fund Management, L.L.C., and three accredited and sophisticated investors
have contributed a total of $1,055,000 to Bravo! in exchange for 105,500 of
Series H preferred stock and 2,637,500 detachable warrants. The $1,055,000
of proceeds were accounted for as $465,200 for the estimated fair value of
the preferred shares, $584,800 for the estimated fair value of detachable
warrants, and $5,000 for issuance costs. In addition, the Company recorded
$98,027 of additional paid-in-capital from the beneficial conversion
feature.


<PAGE>  F-23


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                        NOTES TO FINANCIAL STATEMENTS

Note 9. Stock Warrants and Options

2000

On June 1, 2000 the Company issued 50,000 options to an employee with an
exercise price of $0.69 per share, which was below the market price.
Accordingly, the Company recognized stock compensation of $21,750 at
December 31, 2000.

On September 1, 2000 the Company issued 50,000 options to an employee with
an exercise price at the market price. One third of the 50,000 options will
be vested at the anniversary of the granting date. The Company did not
recognize any stock compensation expense.

On September 1, 2000 the Company issued 50,000 options to consultant with an
exercise price of $0.75, which was equal to the market price on the granting
date. According to SFAS No. 123, the Company recognized $7,746 of stock
compensation.

On November 29, 2000 the Company issued another 50,000 to the same
consultant with an exercise price of $1.50 per share, which was higher than
the market price. The Company determined that the options granted did not
have present value using Black Scholes model and did not record any stock
compensation.

The Company adopted APB No. 25 to account for the options granted to
employees and SFAS No. 123 to account for the options granted non-employees.
At December 31, 2000 and 2001, the Company recorded the total stock
compensation expense of $515,863 and $29,496.

2001

On January 2, 2001, the Company issued options for 3,714 shares of common
stock having an exercise price of $0.35, equal to the stock price on that
date, and exercisable for five years, pursuant to an employment agreement.

On August 14, 2001 the Company granted to an employee 232,000 options to
purchase common stock of the Company at the price of $0.35 per share, which
was $0.01 lower than the market price on that date. Accordingly, the Company
recognized a non-cash compensation expense of $2,320 in accordance with APB
No. 25.

On August 14, 2001 the Company granted to 4 employees, a total of 110,000
options to purchase common stock of the Company at the market price on that
date.

On August 14, 2001 the Company granted to the Board of Directors a total of
250,000 options to purchase common stock of the Company at the price of
$0.60 per share, which was $0.24 higher than the market price on that date.

The assumptions used in the Black Scholes option pricing model in 2000 and
2001 were as follows:

<TABLE>
<CAPTION>

                                           December 31,
                                   -----------------------------
                                    2000              2001
                                   -----------------------------


                                <c>         <c>
Discount rate - bond yield rate       5.85%                 4.24%
Volatility                           17.28%                85.10%
Expected life                      3 years     2.25 - 3.75 years
Expected dividend yield                  -                     -
</TABLE>


<PAGE>  F-24


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                        NOTES TO FINANCIAL STATEMENTS

Note 9. Stock Warrants and Options (Continued)

Had the Company determined compensation cost based on the fair value at the
grant date for all of its stock options under SFAS No. 123, the Company's
net loss would have been increased to the pro forma amount indicated below:

<TABLE>
<CAPTION>

                       Year ending December 31,
                     ---------------------------
                         2000            2001
                     ---------------------------


                  <c>             <c>
Net loss:
  As reported        $(5,889,320)    $(3,207,569)
  Pro forma          $(5,902,603)    $(4,172,271)

Loss per share:
  As reported        $     (0.49)    $     (0.24)
  Pro forma          $     (0.49)    $     (0.31)
</TABLE>

These warrants and stock option agreements are summarized as follows:

<TABLE>
<CAPTION>

                                                        Grant/      Warrants/
                                                      Expiration     Options     Exercise     Vesting       Expiration
                                                         Date        Granted       Price      Period           Date
                                                      ----------------------------------------------------------------


                                                    <c>          <c>          <c>         <c>             <c>
Warrants

Warrants issued in Rule 506, Regulation D offering     06/02/98       557,000      $1.00       None          06/30/03
Warrants issued with Series D Preferred Stock          03/09/99       100,000       2.96       None          03/08/02
Warrants issued with Series D Preferred Stock          04/23/99        25,000       2.96       None          04/22/02
Warrants issued with Series E Preferred Stock          07/23/99        50,000       3.00       None          07/22/01
Warrants issued with Series E Preferred Stock          07/23/99        10,000       2.75       None          07/22/04
Warrants issued with Series E Preferred Stock          07/23/99        10,000       5.00       None          07/22/02
Warrants issued with Series E Preferred Stock          08/16/99        15,000       3.00       None          08/15/01
Warrants issued with Series E Preferred Stock          08/16/99         3,000       2.75       None          08/15/04
Warrants issued with Series E Preferred Stock          08/16/99         3,000       5.00       None          08/15/02
Warrants issued with Series E Preferred Stock          09/01/99        30,000       3.00       None          08/31/01
Warrants issued with Series E Preferred Stock          09/01/99         6,000       2.75       None          08/31/04
Warrants issued with Series E Preferred Stock          09/01/99         6,000       5.00       None          08/31/02
Warrants issued with Series E Preferred Stock          09/14/99        20,000       3.00       None          09/13/01
Warrants issued with Series E Preferred Stock          09/14/99         4,000       2.75       None          09/13/04
Warrants issued with Series E Preferred Stock          09/14/99         4,000       5.00       None          09/13/02
Warrants issued with Series E Preferred Stock          09/27/99        50,000       3.00       None          09/26/01
Warrants issued with Series E Preferred Stock          09/27/99        10,000       2.75       None          09/26/04
Warrants issued with Series E Preferred Stock          09/27/99        10,000       5.00       None          09/26/02
Warrants issued with Series D Preferred Stock          02/01/00     1,300,000       0.63       None          01/31/03
Warrants issued with Series F Preferred Stock          04/06/00     3,000,000       1.00       None          04/05/03
Warrants issued with Series F Preferred Stock          04/06/00     1,600,000       0.84       None          04/05/03
Warrants issued with Series G Preferred Stock          06/19/00       344,330       0.96       None          06/18/03
Warrants issued with Series G Preferred Stock          10/02/00       114,777       0.96       None          10/01/03
Warrants issued with Series F Preferred Stock          10/13/00       114,777       0.96       None          10/12/03
                                                                    ---------

Total outstanding warrants at December 31, 2000                     7,386,884
                                                                    =========

Warrants issued with Series H Preferred Stock          12/05/01     2,637,500       0.50       None          12/05/06
Warrants expired in 2001                               07/22/01       (50,000)
Warrants expired in 2001                               08/15/01       (15,000)
Warrants expired in 2001                               08/31/01       (30,000)
Warrants expired in 2001                               09/13/01       (20,000)
Warrants expired in 2001                               09/26/01       (50,000)
                                                                    ---------

Total outstanding warrants at December 31, 2001                     9,859,384
                                                                    =========
</TABLE>


<PAGE>  F-25


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                        NOTES TO FINANCIAL STATEMENTS

Note 9. Stock Warrants and Options (Continued)

<TABLE>
<CAPTION>

                                                        Grant/      Warrants/
                                                      Expiration     Options     Exercise     Vesting       Expiration
                                                         Date        Granted       Price      Period           Date
                                                      ----------------------------------------------------------------


                                                    <c>          <c>          <c>         <c>             <c>
Options

Agreement One                                           4/29/97     1,005,533      $1.00       None          04/28/02
Agreement Two                                           4/30/97     2,000,000       1.00       None          04/29/02
Agreement Three                                        10/01/97        25,000       1.00       None          09/30/02
Agreement Four                                         10/01/97        15,000       1.00       None          09/30/02
Agreement Five                                          6/15/99        20,000       1.00       None          06/14/01
Agreement Six                                           6/15/99        20,000       1.00       None          06/14/01
Agreement Seven                                         6/15/99         5,000       1.00       None          06/14/01
Agreement Eight                                         6/15/99         5,000       1.00       None          06/14/01
Agreement Nine                                          6/15/99         5,000       1.00       None          06/14/01
Stock options pursuant to S-8 registration             10/06/99       500,000       0.50       None          10/17/00
Stock options pursuant to S-8 registration             10/06/99       516,000       0.75       None          10/17/00
Options exercised                                      11/16/99      (250,000)      0.50
Options exercised                                      11/18/99      (250,000)      0.50
Options exercised                                      11/23/99      (266,000)      0.75
Options pursuant to employment agreement               12/01/99        50,000       1.125      None          11/30/04
Options pursuant to employment agreement               12/01/99        50,000       1.125      None          11/30/04

Options exercised                                      01/27/00      (100,000)      0.75
Options pursuant to employment agreements              06/01/00        50,000       0.69       05/30/05      12/31/00
Options pursuant to employment agreements              09/01/00        50,000       0.75     1/3 at each     5 yrs. from
                                                                                                annual         vesting
                                                                                             anniversary
Options pursuant to consulting agreement               09/01/00        50,000       0.75       None          08/31/02
Options pursuant to consulting agreement               11/29/00        50,000       1.50       None          11/28/02
Options expired                                        10/17/00      (150,000)
                                                                    ---------

Total options outstanding at December 31, 2000                      3,400,533
                                                                    =========

Options pursuant to employment agreement               01/02/01       100,000       0.75       None          01/01/04
                                                                      100,000       0.75       None          07/01/04
                                                                      100,000       0.75     25% at          01/01/05
                                                                                             1/1/02
                                                                      100,000       0.75     25% at          07/01/05
                                                                                             7/1/02
Options pursuant to employment agreement               03/27/01        50,000       0.75       None          03/26/06
Options pursuant to directors' option plan
Arthur Blanding                                        03/27/01        70,000       0.75       None          03/26/06
Robert Cummings                                        03/27/01       145,000       0.75       None          03/26/06
Paul Downes                                            03/27/01       105,000       0.75       None          03/26/06
George Holdsworth                                      03/27/01       105,000       0.75       None          03/26/06
Michael Lucci                                          03/27/01       145,000       0.75       None          03/26/06
John McCormack                                         03/27/01       105,000       0.75       None          03/26/06
Phillip Pearce                                         03/27/01       105,000       0.75       None          03/26/06
Roy Warren                                             03/27/01       145,000       0.75       None          03/26/06

Options pursuant to employment agreement               05/31/01        50,000       0.44       None          05/30/06
Options expired at June 14, 2001                       06/14/01       (55,000)
Options pursuant to employment agreement               08/14/01       232,000       0.35       None          06/30/06
Options pursuant to employment agreement               08/14/01        50,000       0.36     12/31/01        12/31/05
Incentive bonus: employees                             08/14/01        60,000       0.36       None          08/13/06
                                                                    ---------

Total options outstanding at December 31, 2001                      5,112,533
                                                                    =========

</TABLE>


<PAGE>  F-26


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                        NOTES TO FINANCIAL STATEMENTS

Note 9. Stock Warrants and Options (Continued)

A summary of the status of the Company's stock options and warrants as of
December 31, 2000 and 2001 with changes during the years then ended are
presented below:

<TABLE>
<CAPTION>

                                                                             Weighted
                                                                             Average
                                                                             Exercise
                                                                 Shares        Price
                                                               ----------------------


                                                            <c>           <c>
Total warrants and options outstanding at December 31, 1999     4,363,533    $ 1.16
Warrants and options granted                                    6,673,884      0.88
Warrants and options exercised                                   (100,000)    (0.75)
Warrants and options expired                                     (150,000)    (0.75)
                                                               --------------------

Total warrants and options outstanding at December 31, 2000    10,787,417      1.00

Warrants and options granted                                    4,654,500      0.59
Warrants and options exercised                                          -         -
Warrants and options expired                                     (470,000)    (0.65)
                                                               --------------------

Total warrants and options outstanding at December 31, 2001    14,971,917      0.85
                                                               ====================
</TABLE>

The following table summarizes information about stock options and warrants
outstanding at December 31, 2001:

<TABLE>
<CAPTION>

                       Warrants/Options Outstanding         Options Warrants Exercisable
                  --------------------------------------    ----------------------------
                                  Weighted
                                   Average      Weighted                      Weighted
                                  Remaining     Average                       Average
                     Number      Contractual    Exercise         Number       Exercise
Exercise Price    Outstanding        Life         Price       Exercisable     Price
----------------------------------------------------------------------------------------


               <c>             <c>            <c>          <c>               <c>
$0.00 to $0.75     5,854,500      3.72 yrs.      $0.58         5,854,500        $0.58
$0.75 to $1.00     8,776,417      0.97 yrs.       0.97         8,776,417         0.97
$1.00 to $2.00       150,000      2.25 yrs.       1.25           150,000         1.25
$2.00 to $3.00       158,000      0.72 yrs.       2.92           158,000         2.92
$5.00                 33,000      0.65 yrs.       5.00            33,000         5.00
                  ----------                     ------------------------------------
                  14,971,917      2.06 yrs.      $0.85        14,971,917        $0.85
                  ==========                     ====================================
</TABLE>

Note 10 - Subsequent Events

On January 2, 2002, the Company issued options to purchase 3,714 shares of
common stock at the exercise price of $0.35 per share and exercisable for
five years, pursuant to an employment agreement.

On January 18, 2002, the Company issued 238,334 shares of common stock to
Austinvest Anstalt Balzers, upon the conversion of 5,000 shares of Series D
Convertible Preferred.

On January 18, 2002, the Company issued 238,334 shares of common stock to
Esquire Trade & Finance, Inc., upon the conversion of 5,000 shares of Series
D Convertible Preferred.


<PAGE>  F-27


            BRAVO! FOODS INTERNATIONAL CORPORATION AND SUBSIDIARY

                        NOTES TO FINANCIAL STATEMENTS

Note 10 - Subsequent Events

On January 28, 2002, the Company issued 40,000 shares of common stock to The
Keshet Fund LP, upon the conversion of 883 shares of Series G Convertible
Preferred.

On January 28, 2002, the Company issued 136,038 shares of common stock to
AMRO International, S.A., upon the conversion of 2,840 shares of Series D
Convertible Preferred.

On February 2, 2002, in connection with a note payable of $250,000 at
December 31, 2001, the Company granted to the holder a five-year option to
purchase 25,000 shares of the Company's common stock at an exercise price of
$0.40 per share.

On February 4, 2002, the Company issued 206,700 shares of common stock to
Austinvest Anstalt Balzers, upon the conversion of 4,375 shares of Series D
Convertible Preferred.

On February 4, 2002, the Company issued 206,700 shares of common stock to
Esquire Trade & Finance, Inc., upon the conversion of 4,375 shares of Series
D Convertible Preferred.

On February 5, 2002, the Company issued 20,000 shares of common stock to The
Keshet Fund LP, upon the conversion of 492 shares of Series G Convertible
Preferred.

On February 20, 2002, the Company issued 35,000 shares of common stock to
The Keshet Fund LP, upon the conversion of 832 shares of Series G
Convertible Preferred.

On February 29, 2002, the Company issued 279,795 shares of common stock to
AMRO International, S.A, upon the conversion of 7,160 shares of Series D
Convertible Preferred.

On March 1, 2002, the Company issued 20,000 shares of common stock to The
Keshet Fund LP, upon the conversion of 536 shares of Series G Convertible
Preferred.

Series H Convertible Preferred: Four accredited and sophisticated investors
contributed the aggregate sum of $700,000 to the Company as part of the
Series H Convertible Preferred offering, and received 70,000 Series A
preferred shares and 1,612,500 detachable warrants to purchase the Company's
common stock at $0.50 per share.


<PAGE>  F-28



ITEM 8.  CHANGES IN AND DISSAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         FINANCIAL DISCLOSURE

      None


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

      The directors, executive officers and significant employees/advisors
are as follows.  Directors serve for staggered terms of two years or until
their successors are elected.

<TABLE>
<CAPTION>

Name of Officer and Age             Position with the Company      Year Appointed
-----------------------             -------------------------      --------------


                                 <c>                               <c>
Bravo! Foods International Corp.

  Stanley A. Hirschman  56          Chairman and Director             2000
  Roy G. Warren         46          Director, Chief Executive
                                    Officer & Secretary               19971999
  John McCormack        43          Director, President & Chief
                                    Operating Officer                 1997/2000
  Michael L. Davis      68          Chief Financial Officer           1997
  Nancy Yuan            31          Treasurer                         2001
  Arthur W. Blanding    74          Director                          1999
  Robert Cummings       59          Director                          1997
  Paul Downes           40          Director                          1997
  George Holdsworth     63          Director                          1997
  Robert L. Holz        40          Director                          2000
  Michael Lucci         61          Director                          1998
  Phillip Pearce        72          Director                          1997

Bravo! Foods, Inc. - US subsidiary

  Arthur W. Blanding    74          Chairman and Director             2000
  Roy G. Warren         46          Director and Treasurer            1999
  Stanley A. Hirschman  56          Director                          2000
  John McCormack        43          Director and Chief
                                    Executive Officer                 2000/2001
  Phillip Pearce        72          Director                          2000

China Premium Food Corp (Shanghai) Co., Ltd. - Chinese subsidiary

  Jeffrey Tarmy         32          Director and General Manager      2001
  Roy G. Warren         46          Director , Chairman               1999
</TABLE>

      The experience and background of our executive officers and directors
follows:

Mr. Stanley A. Hirschman - Chairman and Director since September 2000

      Mr. Hirschman is president of CPointe Associates, Inc., an executive
management and consulting firm specializing in solutions for emerging
companies with technology-based products. CPointe was formed in 1996.  In
addition, he is a director of ObjectSoft Corp., RetailHighway.com and
former chairman of the board of Mustang.com.  Prior to establishing CPointe
Associates, Mr. Hirschman was vice president of operations of Software,
Etc., Inc., a retail software chain, from 1989 until 1996. Mr. Hirschman
has also held senior management positions with retailers T.J. Maxx, Gap
Stores and Banana Republic.


<PAGE>  25


      Mr. Hirschman currently serves on the Executive Committee of our
board of directors and is a director of our US subsidiary Bravo! Foods.
Inc.

Mr. Roy G. Warren - Chief Executive Officer since May 1999; Director since
1997

      Mr. Warren serves as our Chief Executive Officer and as a director.
Mr. Warren was in charge of our day-to-day operations as from 1997 until
the appointment of John McCormack as President and Chief Operating Officer
in December 2000. As Chief Executive Officer, Mr. Warren continues to
develop strategy for our growth and external financial matters.

      For 15 years from 1981 through 1996, Mr. Warren was in the securities
brokerage industry. During those years, Mr. Warren acted as executive
officer, principal, securities broker, and partner with brokerage firms in
Florida, most notably Kemper Financial Companies, Alex Brown & Sons and
Laffer Warren & Company. Mr. Warren currently serves on the Executive
Committee of our board of directors.

      Mr. Warren also serves as a director of our U.S. subsidiary, Bravo!
Foods, Inc. and our wholly owned Chinese subsidiary, China Premium Food
Corp (Shanghai) Co., Ltd.

Mr. John McCormack - President, Chief Operating Officer since December
2000; Director since 1997

      Prior to his appointment as our President and Chief Operating
Officer, Mr. McCormack served as an executive with Dean Foods Co. for over
15 years. Dean Foods is a US national processor and distributor of a full
line of branded and private label products, including fluid milk, cottage
cheese and ice cream. Prior to a 1999 move to the Chicago area for Dean
Foods, Mr. McCormack managed McArthur Dairy in Miami, Florida, a wholly-
owned subsidiary of Dean Foods Co. As a Vice President of Dean Foods, he
was in charge of Dean Food's mid-western division out of Chicago, Illinois.

      Mr. McCormack currently serves on the compensation committee of our
board of directors and is a director of our U.S. subsidiary, Bravo! Foods,
Inc.


Mr. Michael L. Davis - Chief Financial Officer since October 1997

      Mr. Davis has been associated with the securities industry over 35
years, as a securities and special situations analyst with ValueLine, and
as a tactical planner, general portfolio manager and short sale portfolio
manager with a number of hedge funds. In 1972, he was a member of the
Investment Committee at Anchor Corp., which supervised its $2.5 billion
family of funds, as well as serving as Anchor's chief market analyst. From
1978 through 1989, Mr. Davis was the portfolio manager of Merrill Lynch's
Special Value Fund.  In addition to his position with us, for the past
eight years, Mr. Davis has operated a private consulting firm, M.L. Davis
Financial Services.  Mr. Davis advises clients on stock selection and
general market timing considerations. He researches and writes investment
reports on selected small and mid-cap growth companies. In addition. Mr.
Davis supervises an investment portfolio for a group of United Arab
Emirates investors.


<PAGE>  26


Mr. Arthur W. Blanding - Director Since November 1999

      Mr. Blanding is president of The Omega Company, an international
dairy industry consulting company. Mr. Blanding has over 50 years
experience in management of dairy processing, sales and strategic planning
consulting.  He graduated from Michigan State University in 1956, with a
degree in food science, and in 1964 from Oregon State University with a
degree in Food Microbiology, and attended Harvard Business School.

      As President of The Omega Company for the past 20 years, Mr. Blanding
has completed over 200 projects successfully, both in the U.S. and abroad.
Clients of The Omega Company include Abbott International, Cumberland
Farms, Dairy Gold, Farm Fresh, Inc., Haagen Dazs, Labatt, Ross
Laboratories, and Stop & Shop Company, among others. Mr. Blanding was a
consultant for the design and construction of the dairy processing facility
built in Shanghai by Green Food Peregrine.  The Omega Company is a party to
a consulting contract with us concerning technical and production issues.
Mr. Blanding also serves as a director and Chairman of our U.S. subsidiary,
Bravo! Foods, Inc.

Mr. Robert J. Cummings - Director Since 1997

      Mr. Cummings' work experience includes ten years in purchasing at
Ford Motor Company. In 1975, he founded and currently operates J & J
Production Service, Inc., a manufacturing representative business, which is
currently responsible for over $300 million in annual sales. Mr. Cummings
currently serves on the executive committee of the our board of directors.

Mr. Paul Downes - Director Since 1997

      Mr. Downes is a director and, from August of 1997 to April of 1998,
served as our Chairman. For the past 12 years, Mr. Downes has managed his
personal diverse portfolio of international investments with concentration
in the United Kingdom, Eastern Europe, North Africa and Asia. In 1985, he
founded a group of nursing homes for the elderly in Great Britain, which he
sold in 1990. Prior to that time, Mr. Downes, spent several years
organizing golf tournaments and international golf matches in Malaysia,
Singapore, Thailand, Philippines, Indonesia and Hong Kong, spending two
years living in Southeast Asia. Mr. Downes is one of our "founders" and
played a leading role in our initial raising efforts.  From March of 1999,
Mr. Downes has served as the Chairman of a start up marble quarry company
located in Alabama.

Mr. George Holdsworth - Director Since 1997

      From March of 1997 until May 1998, Mr. Holdsworth was responsible for
the operational aspects of our China operations. Since 1998, Mr. Holdsworth
has managed his personal investment portfolio and has served as a director
and consultant to U.S. Stone Corporation, a start up marble quarry company
located in Alabama.

      Mr. Holdsworth is a graduate of the University of London with a B.S.
in Mathematics and an Associate of the London College of Music. He started
in business as a manufacturing manager in Earlsdon Components, Ltd., where
he became Director of Operations, then owner and Managing Director. In
1993, Mr. Holdsworth became owner of Earlsdon Technology, Ltd., a JV
Partner of Shanghai Earlsdon Valve Company, Ltd., and lived in Shanghai for
four years, until May 1998. Mr. Holdsworth sold his interest in Shanghai
Earlsdon and commenced his duties for us in March 1997.


<PAGE>  27


Mr. Robert L. Holz - Director since 2000

      For the past eight years, Mr. Holz has managed a portfolio of private
investments in start up companies under the aegis of Explorer Fund
Management, L.L.C., and an entity, which he founded in 1994.  Prior to
1994, Mr. Holz held senior management positions in securities related firms
such as Nomura Securities International, Inc., National Investment Services
of America and was a partner in Kidder, Peabody & Co., Inc.  Mr. Holz
specializes in identifying and analyzing new business   opportunities and
managing resources for goal realization.  Mr. Holz currently serves on our
audit committee.


Michael G. Lucci - Director Since 1998

      Mr. Lucci is a former All Pro linebacker who played for the Detroit
Lions of the National Football League from 1964 through his retirement from
professional football in 1973.  Mr. Lucci became associated with Bally's
Total Fitness Corporation in 1971 and rose through the ranks to become that
corporation's Vice President of club operations in the mid-west, Senior
Vice-President, and President and Chief Operating Officer in 1993. Mr.
Lucci retired in 1996 and, since that time, has managed a diverse
investment portfolio for himself and directed the business of his
construction company in the Detroit MI area.  Mr. Lucci serves on the
executive committee of our board of directors.

Mr. Phillip Pearce - Director Since 1997

      Mr. Pearce is a "retired" member of the securities industry. Mr.
Pearce served as Chairman of the NASD during which time he was instrumental
in the founding of NASDAQ. Additionally, Mr. Pearce was a former Director
of E.F. Hutton and has served as Governor of the New York Stock Exchange.
Since his retirement in 1988, Mr. Pearce has remained active in the
securities industry as a corporate financial consultant. Mr. Pearce serves
on the compensation committee of our board of directors.

      Mr. Pearce also serves on our audit committee and is a director of
our U.S. subsidiary, Bravo! Foods, Inc.

      Mr. Jeffrey Tarmy Director and General Manager of our wholly owned
Chinese subsidiary, China Premium Food Corp (Shanghai) Co., Ltd., since January
2001

      Mr. Tarmy holds a Batchelor of Arts degree in Political Science from
University of Maine, Orono, and a Masters of Science in Public
Relations/Public Affairs from Golden Gate University, San Francisco.  In
1996, Mr. Tarmy worked for Ketchum Newscan Public Relations Ltd. in San
Francisco, where he worked with multinational clients to develop and
implement nationwide communication programs.

      In 1997, Mr. Tarmy relocated to Ketchum's Shanghai, PRC office.  He
became responsible for Ketchum's Beijing, Guangzhou and Shanghai
operations, overseeing a staff of 50 professionals in six practice areas,
including brand marketing, corporate relations, food & nutrition,
technology, workplace communication and healthcare.  By January 2000, Mr.
Tarmy held the position of Vice President, China, with Ketchum and had
responsibility for business development, client servicing, quality control
and agency management.


<PAGE>  28


ITEM 10. EXECUTIVE COMPENSATION

Summary compensation table

      The following table sets forth the compensation paid during the last
three fiscal years to the Company's Chief Executive Officer, and the four
other most highly compensated executive officers whose total 2001 salary
and bonus exceeded $100,000:

<TABLE>
<CAPTION>

                                                                                   -Long-Term Compensation-
                                   ------------Annual Compensation-------------        Restricted Stock
Name & Position            Year    Salary    Bonus           Other                    Awards and Options


                        <c>     <c>      <c>              <c>                        <c>
Roy G. Warren              1998    $120,000                                               559,914 (1)
President &                1999    $120,000
Chief Executive Officer    2000    $180,000 (retroactive
                                             to 1/1/00)
$180,000

John McCormack             2001    $180,000                  100,000 shares (2)         1,045,000(3)
President & COO

Steven Langley             1999    $ 75,000    $30,000       $70,000 (4)                  200,000 (5)
General Manager            2000    $ 75,000    $30,000       $70,000 (4)                          (5)
Chairman (China)           2001    $ 75,000 (partial yr.)

Michael Edwards            2000    $ 55,000 (partial yr.)    $ 65,000(7)                  200,000 (6)
Sales VP                   2001    $110,000

Jeffrey Tarmy              2001     100,000                                                50,000 (7)
General Manager
China subsidiary

Anthony Guiliano           2000    $ 60,000 (partial yr.)    $30,000
President &                2001    $120,000                                               235,714 (8)
Chief Operating Officer
Bravo! Foods, Inc.

<FN>
--------------------
<F1>  These options were authorized by a directors' resolution on April 20,
      1997. At that time, a market did not exist for our unrestricted
      shares, which had a par value of $0.001. Options for 145,000 shares
      were issued March 27, 2001 for services as a director and member of
      the Executive Committee.
<F2>  One time signing bonus in common stock issued pursuant to an S-8
      registration statement.
<F3>  Signing bonus of 400,000 options at $0.75 per share vested over an
      eighteen month period, with 25% vested on January 1, 2001, 25% vested
      on July 1, 2001 25% vested on January 1, 2002 and 25% vested on July
      1, 2002, respectively, with expiration dates five years from vesting.
      Includes unissued Incentive bonus options for 500,000 shares of common
      stock issued in 100,000 share tranches when stock trades at  $1.00,
      $2.00, $3.00, $4.00 and $5.00, respectively.  Exercise price is the
      market price at issue, with a term of five years. Also includes options
      for 105,000 shares issued March 27, 2001 for services as a director.
<F4>  Includes $48,000 annual allowance for housing in Shanghai, PRC for
      Mr. Langley and his family and $22,000 educational expense for family
      members.
<F5>  Pursuant to October 1, 1999 agreement for five year options (from
      vesting) at market as of September 1, 1999, subject to the following
      vesting schedule: 50,000 at 9-1-99; 50,000 at 9-1-00; 50,000 at 9-1-
      01; 50,000 at 9-1-02. Employment ended March 16, 2001, resulting in
      expiration of last two option tranches.


<PAGE>  29


<F6>   $65,000 bonus paid in quarterly installments for one year with review
      thereafter. All options have an exercise price at market, when
      issued. Options for 50,000 issued as signing bonus on November 27,
      2000 and bonus options for 50,000 issued on 5-31-01; also includes
      unissued bonus options for 50,000 on 5-31-02;and 50,000 on 5-31-03.
      Options have a five-year term from issuance.
<F7>  Options vest 12-31-01 at exercise price equal to market at 8-14-01
      ($0.36); options expire 12-30-05
<F8>  Incentive options for shares of common stock replaced incentive
      options in the Company's subsidiary, Bravo! Foods, Inc. Mr. Guiliano
      worked partial year in 2001, through 10-6-01.
</FN>
</TABLE>

Option grant table 2000 and 2001

<TABLE>
<CAPTION>

                      Underlying    Percentage       Per Share       Expiration
Name & Position         Common      of Total         Exercise $         Date


                   <c>              <c>        <c>                 <c>
2000
----

Michael Edwards        50,000          25%        market at
Sales VP                                          11-27-00($0.50)     11-26-05

2001
----

John McCormack        400,000(1)       35.7%      $0.75               5 years from
President & COO                                                       vesting

John McCormack        105,000           9.3%      $0.75                3-26-06
Director

Roy Warren            145,000          12.9%      $0.75                3-26-06
Director/Executive
Committee

Michael Edwards        50,000           4.4%      market at
Sales VP                                          5-31-01($0.44)       5-30-06

Michael Edwards        50,000           4.4%      market at
Sales VP                                          11-27-01($0.50)      11-26-05

Jeffrey Tarmy          50,000(2)        4.4%      market at

General Manager                                   8-14-01 ($0.36)     12-31-05
China subsidiary

Anthony Guiliano      235,714(3)       21%        $0.35                6-30-06

<FN>
--------------------
<F1>  Signing bonus of 400,000 options at $0.75 per share vested over an
      eighteen-month period, with 25% vested on January 1, 2001, 25% vested
      on July 1, 2001 25% vested on January 1, 2002 and 25% vested on July
      1, 2002
<F2>  Vests 12-31-01
<F3>  Replaces options held by Mr. Guiliano in Bravo! Foods, Inc.
</FN>
</TABLE>

Aggregated option exercises in fiscal 1999, 2000 and 2001

      None of the named executive officers exercised any stock options
during fiscal 1999, 2000 or 2001.  The following table provides information
on the value of such officers' unexercised options at December 31, 2001.


<PAGE>  30


Aggregated 2000 and 2001 Fiscal Year End Option Value Table

<TABLE>
<CAPTION>

                           Securities Underlying          Value of "In The Money"
Name & Position             Unexercised Options           Unexercised Options (1)
---------------            ---------------------          -----------------------


                 <c>                                             <c>
Roy G. Warren       555,914(2)                                      $-0-

Stephen Langley     100,000 (100,000 unexercisable)                 $-0-

Michael Edwards     200,000 (100,000 unexercisable)                  $-0-

John McCormack      505,000 (200,000 unexercisable)(3)              $-0-

Anthony Guiliano    235,714                                         $-0-

<FN>
--------------------
<F1>  On December 31, 2000 and 2001, our unrestricted common stock was
      quoted on the NASD Over The Counter Electronic Bulletin Board at a
      closing price of $0.2656 and $0.31, respectively; the reported dollar
      values represent the "in-the money" value of the options listed as of
      each year-end.
<F2>  Includes options for 145,000 options received as a director of the
      Company.
<F3>  Includes options for 105,000 options received as a director of the
      Company.
</FN>
</TABLE>

Compensation of Directors

      Directors were compensated for their travel expenses to and from
board of directors' meetings in 1999, 2000 and 2001. There two in person
meetings and eleven telephonic meetings of the board in 1999 and three in
person meetings and five telephonic meetings of the board in 2000 and two
in person meetings and three telephonic meetings in 2001. Directors receive
options for 30,000 shares of common stock for each year of service. Executive
Committee members have received options for an additional 35,000 shares for
the period 1998 to date.

Employment contracts

      *  John McCormack, President and Chief Operating Officer

      The Company has a two-year contract with Mr. McCormack commencing
December 1, 2000, at an annual base salary of $180,000.  Mr. McCormack will
receive100,000 shares of common stock and options for 400,000 shares at
$0.75 per share as a signing bonus.  The options for 400,000 shares vest
50% on December 31, 2001 and 2002, respectively and expire five years from
vesting. During his employment, he also will receive five-year incentive
options for an additional 500,000 shares in tranches of 100,000 as the
public trading price for our stock attains certain pre-determined levels.
The exercise price for these options will track the market price for the
Company's common stock when granted.

      *  Michael Edwards, our Vice President for Sales

      The Company has a three-year contract with Mr. Edwards commencing
June 1, 2000, at an annual base salary of $110,000 plus a $65,000 one-year
bonus, payable quarterly.  Mr. Edwards received five-year options for
50,000 shares of common stock at an exercise price of $0.69 per share as a
signing bonus.  He also will receive five-year option for an additional
150,000 shares in three annual tranches of 50,000, commencing May 1, 2001.
These additional options will have an exercise prices that track the market
price for the Company's common stock when granted.


<PAGE>  31


      *  Nancy Yuan, Treasurer

      Ms. Yuan has a five-year contract dated December 1, 1999 and
effective September 13, 1999, at a base annual salary of $40,000, with an
annual bonus of $5,000 in the first year. Ms. Yuan's employment agreement
calls for her receipt of one time five-year stock options for 25,000 shares
at an exercise price of $1.12 per share.

      *  Stephen Langley, Chief Operating Officer (General Manager) of
         China Premium (Shanghai), wholly owned Chinese subsidiary

      Mr. Langley had a five-year contract with the Company, which
contained a notice based termination provision.  Mr. Langley left the
employ of the Company on March 16, 2001.

      *  Anthony Guiliano, President and Chief Operating Officer of Bravo!
         Foods, Inc.

      Mr. Guiliano had a five-year contract with the Company's Bravo!
subsidiary, which contained a notice based termination provision. Mr.
Guiliano left the employ of the Company on October 6, 2001.

      *  Jeffrey Tarmy, General Manager of China Premium (Shanghai), wholly
         owned Chinese subsidiary

      Mr. Tarmy has a two-year contract effective January 1, 2001, at a
base annual salary of $100,000, with quarterly bonuses of $5,000 in the
first year.  In addition, Mr. Tarmy receives a n $18,000 annual housing
allowance and a local transportation expenses. Mr. Tarmy's employment
agreement calls for his receipt of five-year stock options in four equal
tranches of 50,000 shares each at an exercise price of $1.12 per share.
The tranches are to be issued January 1, 2001, 2002, 2003 and 2004,
respectively, with each tranche vesting one year after issue.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth the beneficial ownership of our common
stock as of March 25, 2002, as to

      *  each person known to beneficially own more than 5% of the
         Company's common stock
      *  each of the Company's directors
      *  each executive officer
      *  all directors and officers as a group

The following conditions apply to all of the following tables:

      *  except as otherwise noted, the named beneficial owners have direct
         ownership of the stock  and have sole voting and investment power
         with respect to the shares shown

      *  the class listed as "common" includes the shares of common stock
         underlying our issued   convertible preferred stock, options and
         warrants

Holders of 5% or more of  the Company's common stock follows:


<PAGE>  32


<TABLE>
<CAPTION>

                  Name & Address of                 Amount & Nature of      Percent
Title of Class    Beneficial owner                 Beneficial Ownership    of Class
--------------    -----------------                --------------------    --------


               <c>                              <c>                      <c>
Common            Amro International, S.A.         1,979,936(1)              9.99%
                  Grossmuenster Platz 26
                  P.O. Box 4401
                  Zurich, Switzerland CH 8022

                  Austinvest Anstalt Balzers
                  Landstrasse 938
                  9494 Furstentums
                  Balzers, Liechtenstein

                  Esquire Trade & Finance Inc.
                  Trident Chambers
                  P.O. Box 146
                  Road Town, Tortola, B.V.I.

Common            THE KESHET FUND L.P.             1,979,936(2)              9.99%
                  KESHET L.P.
                  NESHER LTD
                  TALBIYA B. INVESTMENTS LTD.
                  Ragnall House, 18 Peel Road
                  Douglas, Isle of Man
                  1M1 4L2, United Kingdom

Common            Mr. Dale Reese                   3,157,985                15.93%
                  125 Kingston Road
                  Media, PA

Common            Paul Downes                      2,087,776                10.53%
                  Tamarind Management Ltd.
                  20579 S. Charlestown
                  Boca Raton, FL 33433

Common            Libra Finance, S.A.              1,662,500                 8.3%
                  P.O. Box 4603
                  Zurich, Switzerland

Common            American Flavors China, Inc.     1,531,685                 7.7%
                  Florence & Noam Sender
                  (principal beneficial owners)
                  1007 Chestnut Street
                  Newton, MA 02164

Common            Explorer Fund Management, LLC    1,979,936(3)              9.99%
                  (Robert Holz)
                  444 N. Michigan Ave.
                  Chicago, IL 60611

<FN>
--------------------
<F1>  Amro International, S.A.,  Austinvest Anstalt Balzers and Esquire
      Trade & Finance Inc. share a common investment representative,
      attorney and subscription agreements for the Series D and Series F
      convertible preferred stock and are treated as a group for beneficial
      ownership purposes.  This group is contractually limited to a
      beneficial ownership of the Company's equity not to exceed 9.99%.


<PAGE>  33


<F2>  THE KESHET FUND L.P., KESHET L.P., NESHER LTD. and TALBIYA B.
      INVESTMENTS LTD share a common investment representative, attorney
      and subscription agreements for the Series G convertible preferred
      stock and are treated as a group for beneficial ownership purposes.
      This group is contractually limited to a beneficial ownership of the
      Company's equity not to exceed 9.99%.
<F3>  This owner is contractually limited to a beneficial ownership of the
      Company's equity not to exceed 9.99%.
</FN>
</TABLE>

Common stock owned by our directors follows:

<TABLE>
<CAPTION>

                  Name & Address of                 Amount & Nature of      Percent
Title of Class    Beneficial owner                 Beneficial Ownership    of Class
--------------    -----------------                --------------------    --------


               <c>                              <c>                      <c>
Common            Paul Downes                      2,087,776(1)             10.53%
                  Tamarind Management Ltd.
                  20579 S. Charlestown
                  Boca Raton, FL 33434

Common            Roy G. Warren                    1,464,328(2)              7.38%
                  1128 Country Club Road
                  N. Palm Beach, FL 33408

Common            Robert Cummings                    455,000(3)              2.29%
                  2829 N.E. 44th Street
                  Lighthouse Point, FL 33064

Common            Michael G. Lucci                   405,000(4)              2.04%
                  49 Spanish River Drive
                  Ocean Ridge, FL 33435

Common            John McCormack                     605,000(5)              3.04%
                  8750 South Grant
                  Burridge, IL 60521

Common            Mr. Arthur W. Blanding             102,889(6)              0.51%
                  Janesville, WI 53545

Common            Phillip Pearce                     156,000(7)              0.78%
                  6624 Glenleaf Court
                  Charlotte, NC 28270

Common            Stanley Hirschman                   19,670                 0.099%
                  2600 Rutgers Court
                  Plano, Texas 75093

Common            Robert Holz                      1,979,936(8)              9.99%
                  4330 North Greenview
                  Chicago, IL 60613

<FN>
--------------------
<F1>  Includes options for 1,383,705 common shares held by an affiliate of
      Mr. Downes and director's options for 105,000 common shares


<PAGE>  34


<F2>  Includes options for 555,914 common shares and director's options for
      145,000 common shares.
<F3>Includes director's options for 145,000 common shares.
<F4>  Includes director's options for 145,000 common shares.
<F5>  Includes vested options for 300,000 common shares and director's
      options for 105,000 common shares.
<F6>   Includes director's options for 70,000 common shares.
<F7>  Includes director's options for 105,000 common shares.
<F8>   Of the listed amount of common shares, Mr. Holz directly owns
      240,000.  The balance, which is subject to the contractual ownership
      limitation of 9.99%, are common shares underlying the Company's
      Series H convertible preferred and warrants held by Explorer Fund
      Management, LLC, an affiliate of Mr. Holz.
</FN>
</TABLE>

Common stock owned by our executive officers follows:

<TABLE>
<CAPTION>

                  Name & Address of                 Amount & Nature of      Percent
Title of Class    Beneficial owner                 Beneficial Ownership    of Class
--------------    -----------------                --------------------    --------


               <c>                              <c>                      <c>
Common            Roy G. Warren                    1,464,328(1)             7.38%
                  CEO/Director

Common            John McCormack                     605,000(2)             3.04%
                  President/COO/Director

Common            Michael Edwards                    230,143(3)             1.81%
                  Vice President

Common            Michael L. Davis                    75,000(4)             0.378%
                  Chief Financial Officer

Common            Nancy Yuan                          55,000(5)             0.277%
                  Treasurer

<FN>
--------------------
<F1>  Includes options for 555,914 common shares and director's options for
      145,000 common shares.
<F2>  Includes vested options for 300,000 common shares and director's
      options for 105,000 common shares.
<F3>  Includes vested options for 100,000 common shares
<F4>  Vested options
<F5>  Vested options
</FN>
</TABLE>


<PAGE>  35


Common stock owned by our directors and
 executive officers as a group                     7,180,742             36.23%

      There currently are no arrangements that may result in a change of
ownership or control of the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Not Applicable


ITEM 13. EXHIBITS AND REPORTS ON FORM 8K

(a) Exhibits
    --------

<TABLE>
<CAPTION>

           SEC
Exhibit    Reference
No.        No.          Title of Document
-------    ---------    ----------------------


        <c>          <c>                                                                   <c>
1a         2            Asset Purchase Agreement China Peregrine Enterprises, Limited         (1)

1b         2            Interim Agreement to Operate China Peregrine Project                  (1)

2a         3(i)         Articles of Incorporation                                             (1)

2b         3(i)         Amended Articles (name change)                                        (1)

3          3(ii)        Restated Bylaws China Peregrine Food Corporation                      (1)

4a         4            Rights of Equity Holders Common see Articles of Incorporation         (1)

4b         4            Preferred, Series A and B Designation                                 (1)

4c         4            Preferred, Series C Designation                                       (1)

4d         4            Preferred, Series D Designation                                       (2)

4e         4            Preferred, Series D Amended                                           (4)

4f         4            Preferred, Series E Designation                                       (3)

4g         4            Preferred, Series F Designation                                       (4)

4h         4            Preferred, Series G Designation                                       (5)

4i         4            Preferred, Series H Designation                                        *

7a         10           Material Contracts   Asset Purchase Agreement                         (1)
                        American Flavors China, Inc

7b         10           First Amendment (1-28-98)                                             (1)

7b         10           Second Amendment (6-19-98)                                            (1)


<PAGE>  36


7i         10           Bravo! - Quality Chekd Promotion Agreement                            (6)

7j         10           Bravo! - Dairy Production Agreement                                   (6)

7k         10           Warner Bros./China Premium License Agreement (China)                  (7)

7l         10           Warner Bros./China Premium License Agreement (modified)               (7)

7m         10           Warner Bros./Bravo! Foods License Agreement (US)                      (7)

7o         10           Employment Contracts                                                  (7)

7p         10           Omega Consulting Contract                                             (7)

7q         10           Lane Cracker Contract                                                 (7)

7r         10           Lease: US corporate offices,  N.Palm Beach, FL                        (7)

7t         10           Warner Bros./Bravo! Foods International License Agreement (Mexico)     *

9a         21           Subsidiaries  Certificate of Incorporation Bravo! Foods, Inc.             (6)

9b         21           Subsidiaries Articles of Association                                          (6)
                        China Premium Food Corporation (Shanghai) Co., Inc.

11         99           Hangzhou Meilijian Audited Financial                      (4)
                        Statements, Years Ending December 31,1998 and 1999

<FN>
--------------------
<F1>  Filed with Form 10SB/A First Amendment
<F2>  Filed with Form 10QSB for 3-31-99
<F3>  Filed with Form 10QSB for 6-30-99
<F4>  Filed with Form 10K-SB for 12-31-99
<F5>  Filed with Form 10QSB for 6-30-00
<F6>  Filed with Form SB-2/A Second Amendment
<F7>  Filed with Form SB-2/A Third Amendment
</FN>
</TABLE>


      *    Filed with this Form 10K-SB

(b)   Reports on Form 8-k During the Last Quarter of 2000:
      ----------------------------------------------------

None

In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, China Premium Food Corporation has caused this report to be signed on
its behalf by the undersigned, thereunder duly authorized, this March 39,
2002.


                                  BRAVO! FOODS INTERNATIONAL CORP.
                                  (Formerly China Premium Food Corporation)

                                  By: /S/ Roy G. Warren,
                                      Chief Executive Officer


<PAGE>  37


In accordance with the Securities Exchange Act of 1934, China Peregrine
Food Corporation has caused this amended report to be signed on its behalf
by the undersigned in the capacities and on the dates stated.

<TABLE>
<CAPTION>

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


                     <c>                        <c>
/S/ Roy G. Warren       Chief Executive Officer    March 29, 2002
and Director

/S/ Michael L. Davis    Chief Financial Officer    March 29, 2001

/S/ Nancy Yuan          Treasurer                  March 29, 2001
</TABLE>


<PAGE>  38