Exhibit 3.1

                          CERTIFICATE OF AMENDMENT
                                     TO
                          ARTICLES OF INCORPORATION
                                     OF
                      BRAVO! FOODS INTERNATIONAL CORP.

      The undersigned, being the Chief Executive Officer of BRAVO! FOODS
INTERNATIONAL CORP., a corporation existing under the laws of the State of
Delaware, does hereby certify under the seal of the said corporation as
follows:

      1.  The name of the Corporation (hereinafter referred to as the
"Corporation") is BRAVO! FOODS INTERNATIONAL CORP.

      2.  The certificate of incorporation of the Corporation is hereby
amended by replacing Article Fourth, in its entirety, with the following:

            "FOURTH:  (a) The Corporation is authorized to issue two classes
      of stock.  One class of stock shall be Common Stock, par value $0.001.
      The second class of stock shall be Preferred Stock, par value $0.001.
      The Preferred Stock, or any series thereof, shall have such
      designations, preferences and relative, participating, optional or
      other special rights and qualifications, limitations or restrictions
      thereof as shall be expressed in the resolution or resolutions
      providing for the issue of such stock adopted by the board of
      directors and may be made dependent upon facts ascertainable outside
      such resolution or resolutions of the board of directors, provided
      that the matter in which such facts shall operate upon such
      designations, preferences, rights and qualifications; limitations or
      restrictions of such class or series of stock is clearly and expressly
      set forth in the resolution or resolutions providing for the issuance
      of such stock by the board of directors.

      The total number of shares of stock of each class which the
      Corporation shall have authority to issue and the par value of each
      share of each class of stock are as follows:




            Class         Par Value     Authorized Shares
            -----         ---------     -----------------

            <s>            <c>            <c>
            Common         $0.001         300,000,000
            Preferred      $0.001           5,000,000
                                          -----------

            Total:                        305,000,000"


      3.  The amendment of the certificate of incorporation herein certified
has been duly adopted by the unanimous written consent of the Corporation's
Board of Directors and stockholders holding a majority of the outstanding
shares of common stock of the Corporation in accordance with the provisions
of Sections 141(f), 228 and 242 of the General Corporation Law of the State
of Delaware.





      IN WITNESS WHEREOF, the Corporation has caused its corporate seal to
be hereunto affixed and this Certificate of Amendment of the Corporation's
Certificate of Incorporation, as amended, to be signed by Roy G. Warren, its
CEO, this 12th day of February, 2004.


                                    BRAVO! FOODS INTERNATIONAL CORP.



                                    By:  /s/ Roy G. Warren
                                       -------------------------------------
                                       Roy G. Warren, Chief Executive Officer