As filed with the Securities and Exchange Commission
 on September   , 2002                                      Reg. No. 33

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                     ___________________________________

                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                     ___________________________________

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

           (Exact name of registrant as specified in its charter)

           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
                               (561) 625-1411
                  (Address of principal executive offices)
                     ___________________________________

                    COMMON STOCK COMPENSATION AGREEMENTS

                            (Full title of plan)
                     ___________________________________

                                Roy G. Warren
                           Chief Executive Officer
                        11300 US Highway 1, Suite 202
                       North Palm Beach, Florida 33408
                   (Name and address of agent for service)
                               (561) 625-1411
        (Telephone number, including area code of agent for service)

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

=======================================================================================
                                         Proposed        Proposed
                                         maximum         maximum
Title of securities   Amount to be   offering price     Aggregate         Amount of
to be registered       Registered       per share     offering Price   registration fee
---------------------------------------------------------------------------------------
<s>                    <c>                <c>            <c>               <c>
Common Stock
( par value .001)      1,309,826          $0.30          $392,948          $36.15
=======================================================================================
</TABLE>

Estimated solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457(c) and 457 (h) of the General Rules and
Regulations under the Securities Act of 1993, based upon the average of the
bid and ask price of the Company's common stock existing at September 9,
2002.


<PAGE>


                                   PART I

            INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*

*     Information required by Part I to be contained in the Section 10(a)
      prospectus is omitted from the registration statement in accordance
      with Rule 428 under the Securities Act of 1933.

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

      The following documents filed by Bravo! Foods International Corp.
(formerly China Premium Food Corporation) with the Securities and Exchange
are incorporated by reference herein:

      (a)   the Company's annual report on Form 10-KSB for the fiscal year
ended December 31, 2001 (Commission File No. 0-25039);

      (b)   all other reports filed by the Company pursuant to Section 13(a)
or Section 15 (d) of the Securities Exchange Act of 1934, as amended, since
December 31, 2001, through the date hereof;

      (c)   the Company's Form 10SB12G/A, file No. 000-25039 dated March 12,
1999, filed pursuant to Section 12 of the Exchange Act, in which there is
described the terms, rights and provisions applicable to the Company's
outstanding Common Stock;

      (d)   any document filed by the Company with the Commission pursuant
to Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the
date hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of
filing of such documents.

Item 4.   Description of Securities

      Not applicable.

Item 5.   Interests of Named Experts and Counsel

      Stibel & Toulan LLP, counsel to the Company, is passing upon the
validity of the common stock being registered. A partner of Stibel & Toulan
LLP owns 40,000 shares of the Company's common stock and will receive an
additional 75,000 shares pursuant to this registration statement for non-
find raising legal services rendered.


<PAGE>  -1-


Item 6.   Indemnification of Directors and Officers

      The Company's Certificate of Incorporation provides that the Company
"shall be empowered to indemnify" to the full extent of its power to do so,
all directors and officers, pursuant to the applicable provisions of the
Delaware General Corporation Law. We anticipate that the Company will
indemnify its officers and directors to the full extent permitted by law.

      Section 145 of the Delaware General Corporation Law provides in
relevant part as follows:

      (1)   A corporation shall have power to indemnify any person who was
      or is a party or is threatened to be made a party to any threatened,
      pending, or completed action, suit, or proceeding, whether civil,
      criminal, administrative, or investigative (other than an action by or
      in the right of the corporation) by reason of the fact that he is or
      was a director, officer, employee, or agent of the corporation, or is
      or was serving at the request of the corporation as a director,
      officer, employee, or agent of another corporation, partnership, joint
      venture, trust, or other enterprise, against expenses (including
      attorneys' fees), judgments, fines, and amounts paid in settlement
      actually and reasonably incurred by him in connection with such
      action, suit, or proceeding if he acted in good faith and in a manner
      he reasonably believed to be in or not opposed to the best interests
      of the corporation, and, with respect to any criminal action or
      proceeding, had no reasonable cause to believe his conduct was
      unlawful. The termination of any action, suit, or proceeding by
      judgment, order, settlement, conviction, or on a plea of nolo
      contendere or its equivalent, shall not, of itself, create a
      presumption that the person did not act in good faith and in a manner
      which he reasonably believed to be in or not opposed to the best
      interests of the corporation, and with respect to any criminal action
      or proceeding, had reasonable cause to believe that his conduct was
      unlawful.

      (2)   A corporation shall have power to indemnify any person who was
      or is a party or is threatened to be made a party to any threatened,
      pending, or completed action or suit by or in the right of the
      corporation to procure a judgment in its favor by reason of the fact
      that he is or was a director, officer, employee, or agent of the
      corporation, or is or was serving at the request of the corporation as
      a director, officer, employee, or agent of another corporation,
      partnership, joint venture, trust, or other enterprise against
      expenses (including attorneys' fees) actually and reasonably incurred
      by him in connection with the defense or settlement of such action or
      suit if he acted in good faith and in a manner he reasonably believed
      to be in or not opposed to the best interests of the corporation and
      except that no indemnification shall be made in respect of any claim,
      issue, or matter as to which such person shall have been adjudged to
      be liable for negligence or misconduct in the performance of his duty
      to the corporation unless and only to the extent that the court in
      which such action or suit was  brought shall determine on application
      that, despite the adjudication of liability but in view of all
      circumstances of the case, such person is fairly and reasonably
      entitled to indemnity for such expenses which such court shall deem
      proper.

      (3)   To the extent that a director, officer, employee, or agent of a
      corporation has been successful on the merits or otherwise in defense
      of any action, suit, or proceeding referred to in 1) or (2) of this
      subsection, or in defense of any claim, issue or matter therein, he
      shall be indemnified against expenses (including attorneys' fees)
      actually and reasonably incurred by him in connection therewith.


<PAGE>  -2-


      (4)   The indemnification provided by this section shall not be deemed
      exclusive of any other rights to which those seeking indemnification
      may be entitled under any bylaws, agreement, vote of stockholders or
      disinterested directors or otherwise, both as to action in his
      official capacity and as to action in another capacity while holding
      such office, and shall continue as to a person who has ceased to be a
      director, officer, employee, or agent and shall inure to the benefit
      of the heirs, executors, and administrators of such a person.

      Insofar as indemnification by the Company for liabilities arising
under the Securities Act may be permitted to officers and directors of the
Company pursuant to the foregoing provisions or otherwise, we are aware
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable.

Item 7.   Exemption from Registration Claimed

      Not applicable.

Item 8.   Exhibits

      The Exhibits to this registration statement are listed in the index to
Exhibits on page 5.

Item 9.   Undertakings

      The undersigned registrant hereby undertakes:

      (1)   To file during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

            (i)   To include any prospectus required by Section 10(a)(3) of
      the securities Act 1933:

            (ii)  To reflect in the prospectus any facts or events arising
      after the effective date of this Registration Statement (or the most
      recent post-effective amendment thereof) which, individually or in the
      aggregate, represent a fundamental change in the information set forth
      in this Registration Statement:

            (iii) To include any material information with respect to the
      plan of distribution not previously disclosed in this Registration
      Statement or any material change to such information in this
      Registration Statement; provided, however, that paragraph (1)(i) and
      (I)(ii) do not apply if the information required to be included in a
      post-effective amendment by those paragraph is contained in periodic
      reports filed by the Company pursuant to Section 13 or Section 15 (d)
      of the Exchange Act that are incorporated by reference in this
      Registration Statement.

      (2)   That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.


<PAGE>  -3-


      (3)   To remove from registration by mean of a post-effective
amendment any of the securities being registered hereunder that remain
unsold at the termination of the offering.

      (4)   The undersigned Company hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13 (a) or Section 15 (d) of
the Securities and Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      (5)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the above-described
provisions or otherwise, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                 SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing a form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in North Palm Beach, State of Florida on
September 9, 2002.

                                       Bravo! Foods International Corp.:

                                       By   /s/   Roy G. Warren
                                            -------------------------------
                                       Roy G. Warren, Chief Executive
                                       Officer, Secretary and Director

      Pursuant to the requirements of the Securities Act of 1933, the
following persons in the capacities and on the dates indicated have signed
this Registration Statement below.

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

s/ Roy G. Warren          Chief Executive Officer          September 9, 2002
-----------------------   Secretary and Director
Roy G. Warren

/s/ Michael Davis         Chief Financial Officer          September 9, 2002
-----------------------
Michael Davis

/s/ Nancy Yuan            Assistant Secretary and          September 9, 2002
-----------------------   Treasurer
Nancy Yuan


<PAGE>  -4-


                              INDEX TO EXHIBITS



                Description
Exhibit         Common Stock
  No.           Compensation Agreements
-------         -----------------------

                Shares
                ------

4.1(a)           32,000         Seymour Borislow, accounting services

4.1(b)           22,000         Jeffrey Factor, accounting services

4.1(c)            6,000         Kenneth Borislow, accounting services

4.1(d)           45,000(1)      Anthony P. Guiliano, consultant services

4.1(e)          175,000(2)      Tim Ransom (Ransom Group), design services

4.1(f)           69,112         Steven Nollau, consulting services

4.1(g)          175,000(3)      Michael Edwards, employment services

4.1(h)          150,000         Anthony P. Guiliano, severance compensation

4.1(i)          250,000(4)      Stanley Hirschman, accrued consulting
                                services

4.1(j)           75,000         Roy D. Toulan, Jr., Esq. legal services

                Option Shares
                -------------

4.1(k)           25,000         Robert F. Eggleston, Jr., software services

4.1(l)           25,000         Larry A. Slavik, software services

4.1(m)           25,000         James D. Van de Vuurt, software services

4.1(n)          235,714(5)      Anthony P. Guiliano, consultant services

(1)   For services rendered by Mr. Guiliano during his pre-employment
      consulting contract with the Company
(2)   Filed with the Company's S-8 Registration Statement on May 25, 2000;
      Addendum setting shares and price attached to this Form S-8 as an
      Exhibit
(3)   Represents incentive bonus payments under Mr. Edwards original
      employment contract with the Company (81,250 shares - contract filed
      with the Company's SB-2/A Registration Statement on February 21, 2001)
      and pursuant to his new employment contact (93,750 shares - contact
      filed with this Form S-8)
(4)   For services rendered as Chairman of the Company's Board of Directors;
      contract filed with the Company's SB-2/A Registration Statement on
      February 21, 2001
(5)   For services rendered by Mr. Guiliano pursuant to his employment
      contract with the Company's subsidiary Bravo! Foods, Inc.; contract
      filed with the Company's SB-2/A Registration Statement on February 21,
      2001.  The Company replaced the options for equity in its subsidiary
      with options for its shares pursuant to a resolution of the Company's
      Board of Directors, filed with this Form S-8


<PAGE>


5.1             Opinion of Counsel, regarding the legality of the securities
                registered hereunder.

23.1            Consent of Independent Public Accountants.

                Consent of Counsel (included as part of Exhibit 5.1)


<PAGE>  -5-
[{"type": "S-8", "sequence": "1", "filename": "bravo-s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18440}]
{"company-data": {"conformed-name": "BRAVO FOODS INTERNATIONAL CORP", "cik": "0001061029", "assigned-sic": "2020", "irs-number": "621681831", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-100174", "film-number": "02775669"}, "business-address": {"street1": "11300 US HIGHWAY 1 SUITE 202", "city": "NORTH PALM BEACH", "state": "FL", "zip": "33408", "phone": "5616251411"}, "mail-address": {"street1": "11300 US HIGHWAY 1 SUITE 202", "city": "NORTH PALM BEACH", "state": "FL", "zip": "33408"}, "former-company": [{"former-conformed-name": "CHINA PEREGRINE FOOD CORP", "date-changed": "19981104"}, {"former-conformed-name": "CHINA PREMIUM FOOD CORP", "date-changed": "20000303"}]}
As filed with the Securities and Exchange Commission
 on September   , 2002                                      Reg. No. 33

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                     ___________________________________

                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                     ___________________________________

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

           (Exact name of registrant as specified in its charter)

           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
                               (561) 625-1411
                  (Address of principal executive offices)
                     ___________________________________

                    COMMON STOCK COMPENSATION AGREEMENTS

                            (Full title of plan)
                     ___________________________________

                                Roy G. Warren
                           Chief Executive Officer
                        11300 US Highway 1, Suite 202
                       North Palm Beach, Florida 33408
                   (Name and address of agent for service)
                               (561) 625-1411
        (Telephone number, including area code of agent for service)

                       CALCULATION OF REGISTRATION FEE
=======================================================================================
                                         Proposed        Proposed
                                         maximum         maximum
Title of securities   Amount to be   offering price     Aggregate         Amount of
to be registered       Registered       per share     offering Price   registration fee
---------------------------------------------------------------------------------------
Common Stock
( par value .001)      1,309,826          $0.30          $392,948          $36.15
=======================================================================================
Estimated solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457(c) and 457 (h) of the General Rules and
Regulations under the Securities Act of 1993, based upon the average of the
bid and ask price of the Company's common stock existing at September 9,
2002.
PART I

            INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*

*     Information required by Part I to be contained in the Section 10(a)
      prospectus is omitted from the registration statement in accordance
      with Rule 428 under the Securities Act of 1933.

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

      The following documents filed by Bravo! Foods International Corp.
(formerly China Premium Food Corporation) with the Securities and Exchange
are incorporated by reference herein:

      (a)   the Company's annual report on Form 10-KSB for the fiscal year
ended December 31, 2001 (Commission File No. 0-25039);

      (b)   all other reports filed by the Company pursuant to Section 13(a)
or Section 15 (d) of the Securities Exchange Act of 1934, as amended, since
December 31, 2001, through the date hereof;

      (c)   the Company's Form 10SB12G/A, file No. 000-25039 dated March 12,
1999, filed pursuant to Section 12 of the Exchange Act, in which there is
described the terms, rights and provisions applicable to the Company's
outstanding Common Stock;

      (d)   any document filed by the Company with the Commission pursuant
to Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the
date hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of
filing of such documents.

Item 4.   Description of Securities

      Not applicable.

Item 5.   Interests of Named Experts and Counsel

      Stibel & Toulan LLP, counsel to the Company, is passing upon the
validity of the common stock being registered. A partner of Stibel & Toulan
LLP owns 40,000 shares of the Company's common stock and will receive an
additional 75,000 shares pursuant to this registration statement for non-
find raising legal services rendered.
-1-

Item 6.   Indemnification of Directors and Officers

      The Company's Certificate of Incorporation provides that the Company
"shall be empowered to indemnify" to the full extent of its power to do so,
all directors and officers, pursuant to the applicable provisions of the
Delaware General Corporation Law. We anticipate that the Company will
indemnify its officers and directors to the full extent permitted by law.

      Section 145 of the Delaware General Corporation Law provides in
relevant part as follows:

      (1)   A corporation shall have power to indemnify any person who was
      or is a party or is threatened to be made a party to any threatened,
      pending, or completed action, suit, or proceeding, whether civil,
      criminal, administrative, or investigative (other than an action by or
      in the right of the corporation) by reason of the fact that he is or
      was a director, officer, employee, or agent of the corporation, or is
      or was serving at the request of the corporation as a director,
      officer, employee, or agent of another corporation, partnership, joint
      venture, trust, or other enterprise, against expenses (including
      attorneys' fees), judgments, fines, and amounts paid in settlement
      actually and reasonably incurred by him in connection with such
      action, suit, or proceeding if he acted in good faith and in a manner
      he reasonably believed to be in or not opposed to the best interests
      of the corporation, and, with respect to any criminal action or
      proceeding, had no reasonable cause to believe his conduct was
      unlawful. The termination of any action, suit, or proceeding by
      judgment, order, settlement, conviction, or on a plea of nolo
      contendere or its equivalent, shall not, of itself, create a
      presumption that the person did not act in good faith and in a manner
      which he reasonably believed to be in or not opposed to the best
      interests of the corporation, and with respect to any criminal action
      or proceeding, had reasonable cause to believe that his conduct was
      unlawful.

      (2)   A corporation shall have power to indemnify any person who was
      or is a party or is threatened to be made a party to any threatened,
      pending, or completed action or suit by or in the right of the
      corporation to procure a judgment in its favor by reason of the fact
      that he is or was a director, officer, employee, or agent of the
      corporation, or is or was serving at the request of the corporation as
      a director, officer, employee, or agent of another corporation,
      partnership, joint venture, trust, or other enterprise against
      expenses (including attorneys' fees) actually and reasonably incurred
      by him in connection with the defense or settlement of such action or
      suit if he acted in good faith and in a manner he reasonably believed
      to be in or not opposed to the best interests of the corporation and
      except that no indemnification shall be made in respect of any claim,
      issue, or matter as to which such person shall have been adjudged to
      be liable for negligence or misconduct in the performance of his duty
      to the corporation unless and only to the extent that the court in
      which such action or suit was  brought shall determine on application
      that, despite the adjudication of liability but in view of all
      circumstances of the case, such person is fairly and reasonably
      entitled to indemnity for such expenses which such court shall deem
      proper.

      (3)   To the extent that a director, officer, employee, or agent of a
      corporation has been successful on the merits or otherwise in defense
      of any action, suit, or proceeding referred to in 1) or (2) of this
      subsection, or in defense of any claim, issue or matter therein, he
      shall be indemnified against expenses (including attorneys' fees)
      actually and reasonably incurred by him in connection therewith.
-2-

      (4)   The indemnification provided by this section shall not be deemed
      exclusive of any other rights to which those seeking indemnification
      may be entitled under any bylaws, agreement, vote of stockholders or
      disinterested directors or otherwise, both as to action in his
      official capacity and as to action in another capacity while holding
      such office, and shall continue as to a person who has ceased to be a
      director, officer, employee, or agent and shall inure to the benefit
      of the heirs, executors, and administrators of such a person.

      Insofar as indemnification by the Company for liabilities arising
under the Securities Act may be permitted to officers and directors of the
Company pursuant to the foregoing provisions or otherwise, we are aware
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable.

Item 7.   Exemption from Registration Claimed

      Not applicable.

Item 8.   Exhibits

      The Exhibits to this registration statement are listed in the index to
Exhibits on page 5.

Item 9.   Undertakings

      The undersigned registrant hereby undertakes:

      (1)   To file during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

            (i)   To include any prospectus required by Section 10(a)(3) of
      the securities Act 1933:

            (ii)  To reflect in the prospectus any facts or events arising
      after the effective date of this Registration Statement (or the most
      recent post-effective amendment thereof) which, individually or in the
      aggregate, represent a fundamental change in the information set forth
      in this Registration Statement:

            (iii) To include any material information with respect to the
      plan of distribution not previously disclosed in this Registration
      Statement or any material change to such information in this
      Registration Statement; provided, however, that paragraph (1)(i) and
      (I)(ii) do not apply if the information required to be included in a
      post-effective amendment by those paragraph is contained in periodic
      reports filed by the Company pursuant to Section 13 or Section 15 (d)
      of the Exchange Act that are incorporated by reference in this
      Registration Statement.

      (2)   That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
-3-

      (3)   To remove from registration by mean of a post-effective
amendment any of the securities being registered hereunder that remain
unsold at the termination of the offering.

      (4)   The undersigned Company hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13 (a) or Section 15 (d) of
the Securities and Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      (5)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the above-described
provisions or otherwise, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                 SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing a form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in North Palm Beach, State of Florida on
September 9, 2002.

                                       Bravo! Foods International Corp.:

                                       By   /s/   Roy G. Warren
                                            -------------------------------
                                       Roy G. Warren, Chief Executive
                                       Officer, Secretary and Director

      Pursuant to the requirements of the Securities Act of 1933, the
following persons in the capacities and on the dates indicated have signed
this Registration Statement below.

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

s/ Roy G. Warren          Chief Executive Officer          September 9, 2002
-----------------------   Secretary and Director
Roy G. Warren

/s/ Michael Davis         Chief Financial Officer          September 9, 2002
-----------------------
Michael Davis

/s/ Nancy Yuan            Assistant Secretary and          September 9, 2002
-----------------------   Treasurer
Nancy Yuan
-4-

                              INDEX TO EXHIBITS

                Description
Exhibit         Common Stock
  No.           Compensation Agreements
-------         -----------------------

                Shares
                ------

4.1(a)           32,000         Seymour Borislow, accounting services

4.1(b)           22,000         Jeffrey Factor, accounting services

4.1(c)            6,000         Kenneth Borislow, accounting services

4.1(d)           45,000(1)      Anthony P. Guiliano, consultant services

4.1(e)          175,000(2)      Tim Ransom (Ransom Group), design services

4.1(f)           69,112         Steven Nollau, consulting services

4.1(g)          175,000(3)      Michael Edwards, employment services

4.1(h)          150,000         Anthony P. Guiliano, severance compensation

4.1(i)          250,000(4)      Stanley Hirschman, accrued consulting
                                services

4.1(j)           75,000         Roy D. Toulan, Jr., Esq. legal services

                Option Shares
                -------------

4.1(k)           25,000         Robert F. Eggleston, Jr., software services

4.1(l)           25,000         Larry A. Slavik, software services

4.1(m)           25,000         James D. Van de Vuurt, software services

4.1(n)          235,714(5)      Anthony P. Guiliano, consultant services

(1)   For services rendered by Mr. Guiliano during his pre-employment
      consulting contract with the Company
(2)   Filed with the Company's S-8 Registration Statement on May 25, 2000;
      Addendum setting shares and price attached to this Form S-8 as an
      Exhibit
(3)   Represents incentive bonus payments under Mr. Edwards original
      employment contract with the Company (81,250 shares - contract filed
      with the Company's SB-2/A Registration Statement on February 21, 2001)
      and pursuant to his new employment contact (93,750 shares - contact
      filed with this Form S-8)
(4)   For services rendered as Chairman of the Company's Board of Directors;
      contract filed with the Company's SB-2/A Registration Statement on
      February 21, 2001
(5)   For services rendered by Mr. Guiliano pursuant to his employment
      contract with the Company's subsidiary Bravo! Foods, Inc.; contract
      filed with the Company's SB-2/A Registration Statement on February 21,
      2001.  The Company replaced the options for equity in its subsidiary
      with options for its shares pursuant to a resolution of the Company's
      Board of Directors, filed with this Form S-8
5.1             Opinion of Counsel, regarding the legality of the securities
                registered hereunder.

23.1            Consent of Independent Public Accountants.

                Consent of Counsel (included as part of Exhibit 5.1)
-5-