SEC Comment Letter for Future FinTech Group Inc. (FTFT) (CIK 0001066923) (FTFT) — Jan 30, 2009
Future FinTech Group Inc. (FTFT) (CIK 0001066923)
Date: Jan. 30, 2009 · CIK: 0001066923 · Accession: 0000000000-09-004922
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-32249, 333-149896
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010
DIVISION OF CORPORATION INANCE F MAIL STOP 7010
January 29, 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 Supplemental response received January 14, 2009 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 29, 2009 Page 2 Form 10-Q filed November 14, 2008
1. We note your response to our prior comment 7 and your proposed revised language, which you have furnished as Exhi bit B to your respons e letter. In the penultimate sentence of the third paragr aph, your conclusion regarding disclosure controls and procedures does not address the full definition as set forth in Rule 13a-15(e). Please either delete the langua ge beginning with “in alerting them in a timely manner …” or provide the full de finition of disclosure controls and procedures when discussing the co nclusion as to effectiveness. 2. We note your response to our prior comment 10. It is not appropriate to state that “other than” certain specified items, “the re was no” material change in internal control. Instead, either state that “the re was no” material change in internal control (without qualification), or state th at “there was” a material change or “there were” material changes in internal control, and specify what the change was, or the changes were, as the case may be. 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 supplemental 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 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
Mr. Yongke Xue SkyPeople Fruit Juice, Inc. January 29, 2009 Page 3 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 Norman Gholson at (202) 551-3237 or, in his absence, me at (202) 551-3611 with any questions. S i n c e r e l y , Anne Nguyen Parker Branch Chief cc: C. White B. Carroll N. Gholson Jay Weil, Esq. (by facsimile 212-688-7273)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION INANCE F
MAIL STOP 7010
January 29, 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 Supplemental response received January 14, 2009 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 29, 2009 Page 2 Form 10-Q filed November 14, 2008
1. We note your response to our prior comment 7 and your proposed revised
language, which you have furnished as Exhi bit B to your respons e letter. In the
penultimate sentence of the third paragr aph, your conclusion regarding disclosure
controls and procedures does not address the full definition as set forth in Rule
13a-15(e). Please either delete the langua ge beginning with “in alerting them in a
timely manner …” or provide the full de finition of disclosure controls and
procedures when discussing the co nclusion as to effectiveness.
2. We note your response to our prior comment 10. It is not appropriate to state that
“other than” certain specified items, “the re was no” material change in internal
control. Instead, either state that “the re was no” material change in internal
control (without qualification), or state th at “there was” a material change or
“there were” material changes in internal control, and specify what the change
was, or the changes were, as the case may be.
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 supplemental 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 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
Mr. Yongke Xue
SkyPeople Fruit Juice, Inc. January 29, 2009 Page 3
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 Norman Gholson at (202) 551-3237 or, in his absence, me at (202)
551-3611 with any questions.
S i n c e r e l y , Anne Nguyen Parker
Branch Chief
cc: C. White B. Carroll N. Gholson Jay Weil, Esq. (by facsimile 212-688-7273)