SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION INANCE F
MAIL STOP 7010

  January 7, 2009
    By U.S. Mail and facsimile

Mr. Yongke Xue
Chief Executive Officer SkyPeople Fruit Juice, Inc.  16F, National Development Bank Tower Gaoxin 2
nd Road
Xi’an, People’s Republic of China 710075
Re: SkyPeople Fruit Juice, Inc.
  Amendment No. 3 to Registra tion Statement on Form S-1
Filed December 5, 2008
  File No. 333-149896   Form 10-Q filed November 14, 2008   File No.  000-32249
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.

Mr. Yongke Xue
SkyPeople Fruit Juice, Inc.
January 7, 2009 Page 2  Amendment No. 3 to Registration Statement on Form S-1

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Results of Operations and Business Outlook

 Gross Margin, page 40

1. We note your response to our prior comme nt 6 and the revised disclosure that
states you use a relative sales value cos ting method in determining your cost for
kiwifruit seeds.  Please clarify how you calculate and apply th is relative sales
value method when determining your cost of sales for kiwifruit seeds and
concentrate kiwifruit juice.  In this re spect, if you are using a relative percentage
of your kiwifruit seeds revenue to your total revenues from both kiwifruit seeds
and kiwifruit juice and applying that percentage to your total costs in producing both kiwifruit seeds and kiwi fruit juice, it would seem that would result in an
identical margin for both products.  Pl ease clarify your methodology and tell us
specifically how this methodology results in  a 90.8% margin for kiwifruit seeds
and a 39.1% margin for kiwifruit juice for the nine months ended September 30, 2008.

Business – Industry and Prin cipal Markets, page 57

2. We note your response to our previous comment 8.  Your have provided Web
addresses for several items that are in the Chinese language.  Please provide us
with English translations of these items.

Note 2. Summary of Significant Accounting Policies

Consolidation, page F-7

3. We note your response to our prior comme nt 10.  Please tell us if a written
agreement has been executed that substantiates:
• Hede was acting as a de facto agent a nd it was the intention of both entities
that Hede would sell Huludao to you at Hede’s purchase price after a brief
operating period;
• Hede would only have temporary voting control of Huludao;
• How Shaanxi Tianren participated signi ficantly in the arrangement of the
transaction;
• Why Shaanxi Tianren would be requir ed to provide additional financial
support to Hede;
• Why Shaanxi Tianren would absorb the losses and receive the expected returns of Huludao.

Mr. Yongke Xue
SkyPeople Fruit Juice, Inc.
January 7, 2009 Page 3
If so, please provide a co py of this agreement.  Also, tell us how it was
determined that Huludao was more closel y related to you than to Hede under the
criteria of FIN 46(R).    In your prior response dated Octobe r 6, 2008, you stated that Hede was
established in February 2006 as a ventur e capital investment corporation and can
stand alone and absorb its own losses.  You also stated that  your subsidiary,
Shaanxi Tianren, is a separate entity from Hede and has no financial interest in it.
Given Shaanxi Tianren had no equity inte rest in Huludao, and without executed
agreements substantiating the terms of the relationship between the various entities as described in your response(s) , it does not appear consolidation under
FIN 46(R) was appropriate for the peri od from June 2007 through the acquisition
in May 2008.

4. We note your conclusion that if you had not consolidated Huludao under FIN
46(R) that upon its acquisition you would be required under the guidance of
SFAS 141(R), paragraphs D8-D14, to retroactively restate your financial statements to include Huludao’s operati ons from its time of acquisition by Hede.
Tell us in detail how you accounted for the acquisition of Huludao in May 2008.
Citing the specific guidance in SFAS 141(R) and the terms of your acquisition of Huludao, tell us why you believe retrosp ective restatement would be appropriate
as entities under common control.

Note 4. Convertible Preferred Stock, page F-14

5. We note your response to our prior co mment 16 and your conclusion that your
private placement investors were acting as  valuation experts in their own right.
The negotiations that took place between  you and the private placement investors
for this specific transaction may not be representative of the fair value of your
individual equity securities.  Please provide us with an an alysis of the fair value of
your common stock if you had considered a market or income approach in accordance with the AICPA Practice Aid “Valuation of Privately-Held-Company
Equity Securities Issued as Compensa tion.”  Further, te ll us the specific
differences between your Series B Pref erred Stock and your  Common Stock and
how those differences were factored in to your determination of fair value.

Note 17.  Other Assets, page F-22

 6. We note your Other Assets includes a deposit in the amount of $2.2 million for
the purchase of Yingkou Trusty Fruits C o., Ltd and you expect the acquisition to
be complete in the first quarter of 2009.  Given the probable nature of the acquisition, tell us your consideration providing financia l statements pursuant to
Rule 3-05 of Regulation S-X.

Mr. Yongke Xue
SkyPeople Fruit Juice, Inc.
January 7, 2009 Page 4   Form 10-Q filed November 14, 2008

 Item 4.  Controls and Procedures, page 35

 7. In the first paragraph of this Item, yo u state that your CEO and CFO “concluded
that our disclosure controls and procedures were effective in  alerting them in a
timely manner to information relating to the Company, requi red to be disclosed in
this report.”  Please refer to the definition of “disclosure controls and procedures” found in Rule 13a-15 under the Securities Exchange Act of 1934.  With regard to
the CEO’s and CFO’s determination concer ning the effectiveness of disclosure
controls and procedures, please revise to  clarify that disclo sure controls and
procedures are designed not  only to ensure that information required to be
disclosed is accumulated and communicated to the CEO and CFO to allow timely decisions regarding required disclosure, but  also to ensure that the information
required to be disclosed is recorded, pr ocessed, summarized and reported within
the time periods specified in the Commission’s rules and forms.
 8. In light of the fact that a material we akness existed, please disclose in reasonable
detail the basis for the officers’ conc lusions that the company’s disclosure
controls and procedures were nonetheless effective as of the end of the quarter.
 9. We note your statement that “The Co mpany and its Audit Committee are taking
steps to remedy this material weakness.”  Please disclose the specific steps that
have been taken or will be take n and the timing of these actions.
 10. We note your statement that “Other than w ith respect to the identification of this
material weakness, there was no change in our internal control over financial
reporting … .”  Please revise to st ate clearly, if correct, that there were changes in
your internal control over financial reporting that occurred during this quarter that
have materially affected, or are reasonably likely to  materially affect, your
internal control ove r financial reporting.
 Closing Comments

As appropriate, please amend your filings in response to these comments.  You
may wish to provide us with marked copies of the amendments to expedite our review.
Please furnish a cover letter with your amendments that keys your responses to our
comments and provides any requested supplemen tal information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all

Mr. Yongke Xue
SkyPeople Fruit Juice, Inc.
January 7, 2009 Page 5  information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
    Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that
 ‚ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

‚ the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

‚ the company may not assert this action as  a defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United
States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement.  Please allow adequa te time after the filing of an amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.    Please contact Bob Carroll at (202) 551- 3362 or, in his absence, Chris White at
(202) 551-3461 if you have any questions regarding the accounting comments or

Mr. Yongke Xue
SkyPeople Fruit Juice, Inc. January 7, 2009 Page 6  financial statements.   Please contact Norman Ghols on at (202) 551-3237 or, in his
absence, Anne Nguyen Parker at (202) 551-3611 with any other questions.           S i n c e r e l y ,                                H .  R o g e r  S c h w a l l
Assistant Director
 cc:  C. White  B. Carroll  A. Parker
N. Gholson
 Jay Weil, Esq. (by facsimile 212-688-7273)