SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010
August 14, 2008

By U.S. Mail and facsimile
 Mr. Yongke Xue Chief Executive Officer SkyPeople Fruit Juice, Inc.  16F, National Development Bank Tower, No.2 Gaoxin 1st Road Hi-Tech Industrial Zone  Xi’an, Shaanxi province, PRC 710075
Re: SkyPeople Fruit Juice, Inc.
  Amendment No. 1 to Registra tion Statement on Form S-1
Filed July 18, 2008
  File No. 333-149896
Dear Mr. Xue:

We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise your documents in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. You will expedite the review  process if you address each portion of every numbered
comment that appears in this letter.  Provide complete responses and, where
disclosure has changed, indicate precisel y where in the marked version of the
amendment we will find your responsive changes.  Similarly, to minimize the likelihood that we will reissue comment s, please make corresponding changes
where applicable throughout your document .  For example, we might comment on

Mr. Yongke Xue
SkyPeople Fruit Juice, Inc.
August 14, 2008 Page 2
one section or example in the document,  but our silence on similar or related
disclosure elsewhere does not relieve you of  the need to make similar revisions
elsewhere as appropriate.
2. It does not appear that y ou have met the requirements of the Registration Rights
Agreement entered into on February 26, 2008, which requires that the filing of a
registration statement no later than March 30, 2008 and being declared effective at
the latest 120 days thereafter.  On page 10, you state that “our fa ilure to meet this
schedule and other timetable s provided in the Registration Rights Agreement could
result in the imposition of liquidated da mages.”  If you have incurred liquidated
damages, please so state and quantify the amount of liquidated damages incurred to
date.
3. We note your response to our prior comment 6 and reissue it.  We note that Barron
Partners is a selling share holder and owns 31.3% of your st ock.  In the related party
transaction section, please di sclose the material terms of the debt cancellation
agreement with Barron, including disc losing all amounts due under the debt, the
reasons that the debt was incurred, and how  the debt cancellation and issuance of
Series B Preferred stock wa s approved by you, and eth value of the stock issued.
File the agreement with Barron that ev idences the cancellatio n of the debt and
issuance of Series B Preferred stock.
4. We note your discussion on page 39 of a lo an advanced to Hede, which was 80%
owned by your CEO and 20% owned by a dire ctor of Shaanxi Tianren.  We note
that the outstanding amount was deducted from the purchase price of Huludao on
June 10, 2008.  We also note discussion on pages F-16 and F-32 of outstanding
loans to related entities with common ow ners and directors.  Tell us how you have
complied with Section 13(k) of the Exchange Act.

Prospectus Summary

Stock Purchase Agreement
 Delivery of up to 2,000,000 Additional  Shares of  Series B Preferred Stock from Escrow
based on Pre-Tax Income and Pre-Tax Income per Share,  page 9
5. Update this discussion in light of your filing audited financial statements for the
year ended December 31, 2007.

Mr. Yongke Xue
SkyPeople Fruit Juice, Inc.
August 14, 2008 Page 3  Risk Factors, page 17

 General

6. Several of your risk factors could ap ply to any company in your industry or
situation.  You should cite risks that ar e particularly relevant to you and your
disclosure should make clear how they impact you specifica lly.  Delete “boilerplate
risks,” or revise them to explain how they  specifically relate to your operations.
For example, in the risk factors entitled  “Potential environmental liability…,” on
page 22, and “We may face obstacles from the communist system in the PRC” on page 26, explain how each of these risks specifically apply to your operations or
else eliminate them.
7. Eliminate risk factors that repeat the same  risks. For example, it appears that the
following risk factors are describing similar risks:

a. “If we are unable to successfully complete and integrate strategic
acquisitions in a timely manner…,” on page 19 and “We may engage in future acquisitions…,” on page 20; and
 b. “We may not have adequate intern al accounting controls…,” on page 21
and “We may have difficulty establis hing adequate management, legal and
financial controls…,” on page 27.
8. The captions to your risk factors must state th e risk that is descri bed in the narrative
that follows, not merely state a fact. As ex amples only, revise the caption of the risk
factors “We may not be able to effectivel y control and manage our growth,” on page
18, and “We depend on a concentration of customers,” on page 19.
9. Ensure that you have discussed all of the ri sks that make this offering speculative or
risky.  We note for example your obligation to deliver shares from escrow under the
Stock Purchase Agreement upon the happening of certain events and the subsequent
dilution that could occur to existing shar eholders and the various limitations on your
ability to raise capital contained in th e Stock Purchase Agreement and Series B
Preferred Stock Designations.
10. Please provide a risk factor discussing th at you do not have an established policy
and procedure for the review, approval, or  ratification of any transaction with a
related person.  Discuss the te rms of some of your related party transactions in the
recent past, such as the zero-interest loan  to Hede and other related entities with
common owners and directors.

Mr. Yongke Xue
SkyPeople Fruit Juice, Inc.
August 14, 2008 Page 4  “There are risks that the sale price of our products…,” page 19

11. Discuss all of the material f actors that influence the sale s price of your concentrated
fruit juice, as opposed to  using the term “etc.”
 “Our officers, directors and thei r relatives control us…,” page 27

12. Discuss in a separate risk factor your disclosure in th e last sentence regarding the
effect on the market price of your  current ownership structure.

Selling Stockholders, page 29
13. We note your response to our prior comment 7.  We also note that Barron Partners
owns 31.3% of your stock and recently convert ed debt it held into stock.  Please
refer the reader to where you discuss th is relationship elsewhere in the S-1.
14. We note your response to our prior comment  8 and reissue it. Please identify the
natural person who has power to vote or to dispose of the securities offered for
resale by EOS Holdings LLC.
 Management’s Discussion and Anal ysis or Plan of Operation

 Overview, page 34

15.  Add a footnote to your organizational char t that identifies the natural person who
beneficially owns the remaining intere st in Xi’an Tianren Modern Organic
Agriculture Co., Ltd.

Three-month periods ended March 31, 2008 and March 31, 2007

Results of Operations and Business Outlook, page 36
 General

16. Discuss the specific reasons for the cha nges in your various line items.  For
example, you state that the price of raw kiwi increased while the price of kiwi
products remained constant, and that ther e was a decrease in the average selling
price of apple juice. Explain why thes e trends occurred and discuss whether you
expect them to continue, and, if so, th e impact they will have on your results.

Mr. Yongke Xue
SkyPeople Fruit Juice, Inc.
August 14, 2008 Page 5  Net Sales, page 37

17.  We note you statement that the Liaoling province in China is “…famous for the
excellent quality of its apples.”  Suppleme ntally, please provide us with independent
support for this statement.
 Liquidity Comparison, pages 40 and 43

18. Please revise to discuss in more detail and quantify your short-term and long-term cash requirements.  Your discussion should include the funds necessary to maintain
current operations and any commitment s for capital expenditures and other
expenditures.  Refer to Section IV of the Commission’s Interpretive Release on
Managements Discussion and Analysis of Financial Conditio n and Results of
Operations which is locate d on our website at: http: //www.sec.gov/rules/interp/33-
8350.htm.
19. We note your mention of loan facilities on pages 38, 40, 42 and 43.  Describe the
material terms of these facilities and file th e agreements as exhibits.  Specify the use
of proceeds from th e facilities.
20.  Provide the information on your liquidity a nd capital resources as required by Item
303(a)(1) and (2) of Regulation S-K.  Discu ss your historical s ources of cash and
your expected sources in the future.  Finally discuss any contractual limits or other impacts on your ability to raise capital, such as those contained in the Stock
Purchase Agreement and in the terms of the Series B Convertible Preferred Stock
discussed on pages 7, 8, 9 and 13.
21. Discuss the impact the increase in your acc ounts receivable during the first quarter
of 2008 has, and will have, on your cash flow and, consequently, your results. Explain why the turnover rate increased dur ing the first quarter of 2008 compared to
fiscal year 2007 given your statement on page 43 that you usually require 100%
advance payment for all direct export sales, and if you expect this trend to continue.
22. You discuss on page 41 the “non-squeeze se ason between August and February or
March of the following year”.  In other pl aces in the document, you state that “the
period between each August through February or March is our squeeze season.”  Please revise for consistency.

Mr. Yongke Xue
SkyPeople Fruit Juice, Inc.
August 14, 2008 Page 6  Critical Accounting Policies, page 44

23. Please revise to disclose what specific estimates are made by management in preparing your financial st atements.  Refer to Section V of the Commission’s
Interpretive Release on Managements Disc ussion and Analysis of Financial
Condition and Results of Operations which is located on our website at:
http://www.sec.gov/rule s/interp/33-8350.htm
.
 Business, page 48

 General

24. Ensure that you have provided all of the information required by Item 101 of
Regulation S-K.  As one example only, disc uss in this section the seasonality of
your business.
 Industry and Principal Markets

 General, page 49

25. Supplementally, provide us with independent  support for your assertions on the fruit
juice market worldwide. As examples only, we note that you make assertions
regarding:
• global sales of fruit juice in 2006;
• estimations of annual consumption in Asia and Africa in 2020;
• European consumption increases in the past ten years; and
• information on the size of the Chinese market.

If you provide us with third party docu ments in response to this comment, you
can expedite our review process by mark ing by highlighting or other means those
portions of the document(s) that support th e various assertions that appear in your
document.
26. Supplementally, please provide us with a copy of the data from the U.S. Ministry of
Agriculture that you refer to.  State wher e the investor may obtain a copy of the
data, and if it is available for free or for a nominal price.

 Marketing, page 50
27.  Discuss the exact nature of the “permission”  you have from the P RC to directly sell
various fruit juices to foreign customers. In addition, explain in better detail the
statement on page 55 that “Shaanxi Tianren enjoys the government supporting
policies relating to the cons truction of our bases, purch asing of raw materials,

Mr. Yongke Xue
SkyPeople Fruit Juice, Inc.
August 14, 2008 Page 7
purchasing of equipment, export of our  products, interest discounts on Treasury
bond loans and income tax reduction.”
 Customers, page 53

28. Discuss the material terms of your agr eements with your customers, including
length, supply requirements, and payment terms.
 Competition, page 53

29. State the basis for your belief that you can  transport and store your products at a
relatively lower cost than ma ny of your competitors.
 Intellectual Property, page 55

30. Discuss the importance of your patents to your business.
 Certain Relationships and Relate d Party Transactions, page 60

31. Ensure that you have provided all of the information required by Item 404(d) of Regulation S-K.  We note for example, the di sclosure of related pa rty transactions in
Note 12 on page F-16 and Note 12 on page F-35.
32. Ensure that you have provided all of the information required by Item 404(c) of Regulation S-K (refer to Item 404(c)(2) of  Regulation S-K) in regard to any
promoter.  As one example only, in regard  to the purchase of Huluado Wonder Fruit
Co., Ltd. from Hede, state the price Hede paid for the company if it was  acquired
by Hede within two years of its sale to you.  Also, update the di sclosure in this
section, in light of your purchase of Wonde r Fruit and your disclosure on page 39.
33. Ensure that you have filed as an exhibit all th e agreements referred to  in this section.
We note for example, that it does not appear that you have filed the May 31, 2008
Stock Transfer Agreement with Hede.
34. State whether the agreements discussed in this section are on terms obtainable from
third parties.  Discuss how the purchase of Wonder Fruit was approved by you and
how the purchase price was determined.

Mr. Yongke Xue
SkyPeople Fruit Juice, Inc.
August 14, 2008 Page 8  Directors and Executive Officers, page 61

35. We note your response to our prior comment  10. Please fill in the gap in Ms. Yan’s
biography between July 2005 and when she joined the company. Provide the month
she joined the company.

Director and Officer Compensation
 Compensation of Officers, page 63

36. You state that your executives are compensated by  Shaanxi Tianren, but also
indicate that your CEO has not received any compensation for his services for the past two years.  Please explain why.
 Description of Our Securities, page 63

37. Please specify the vote required by security  holders to take action, including the
election of directors and de scribe, or cross reference to where you do describe, the
anti-takeover provisions of your charter, by-laws and contracts.  Refer to Item
202(a)(1) and (5) of Regulation S-K.
 Consolidated Statements of Operations a nd Comprehensive Income, Unaudited, page F-4

 38. Based on the disclosure on page 38, it appears that you have reported all
depreciation and amortization expense as an operating expense and hence,
excluded depreciation and amortization e xpense from gross margin.  To avoid
placing undue emphasis on "cash flow," depreciation and amortization should not be positioned in the income  statement in a manner whic h results in reporting a
figure for income before depreciation ; we refer you to SAB Topic 11:B.
Therefore, please revise your  presentation here and on page F-20 to comply with
this guidance.
 Note 2. Summary of Significant Accounting Policies

 Consolidation, page F-6

 39. Please provide your complete analysis in accordance with paragraph 5 of FIN
46(R) supporting your conclu sion that Huludao Wonder Fr uit Co (“Huludao”