SecProbe.io

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 FUTURE FINTECH GROUP INC.

 02B-03A, 23/F, Sino Plaza, 255-257

 Gloucester Road, Causeway Bay, Hong Kong

 888-622-1218

 November 24, 2025

 CORRESPONDENCE FILING VIA EDGAR

 U.S. Securities and Exchange Commission

 Department of Corporate Finance

 Office of Trade & Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Ms. Rebekah Reed

 Re:
 Future Fintech Group Inc.

 Registration Statement Filed on Resale Form S-1

 (File No. 333-290630)

 Dear Ms. Reed:

 On behalf of Future Fintech
Group Inc. (the "Company"), in accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully
requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective
at 1:00 P.M. Eastern Time on Wednesday, November 26, 2025, or as soon thereafter as is practicable.

 The Company acknowledges that:

 ● should
the U.S. Securities and Exchange Commission (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 staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

 Sincerely,

 /s/ Mr. Hu Li

 Mr. Hu Li

 Chief Executive Officer

 cc:
 Craig D. Linder, Esq./Anthony, Linder & Cacomanolis, PLLC

United States securities and exchange commission logo
March 29, 2023
Ming Yi
Chief Financial Officer
Future FinTech Group Inc.
Americas Tower
1177 Avenue of the Americas
Suite 5100
New York, NY 10036
Re:Future FinTech Group Inc.
Form 10-K/A for the Fiscal Year Ended December 31, 2021
Filed March 22, 2023
File No. 001-34502
Dear Ming Yi:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Li

CORRESP
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Future
FinTech Group Inc.

February 14, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0405

    Attention:
    Amy Geddes

    Doug Jones

    Brian Fetterolf

    Jennifer Lopez Molina

    Re:
    Future FinTech Group Inc.

    Form 10-K for the Year Ended December 31, 2021

    Response dated December 16, 2022

    File No. 001-34502

Ladies and Gentlemen:

Future FinTech Group Inc. (“FTFT”
or the “Company” and sometimes referred to as “we” or “our”) is submitting this letter and the following
information in response to a letter, dated January 25, 2023, from the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) with respect to the Company’s Form 10-K for the year ended
December 31, 2021 (the “Form 10-K”) filed with the Commission on April 15, 2022.

Concurrently with the submission of this letter,
the Company has furnished the Amendment No. 1 of the Form 10-K (the “Form 10-K/A”) hereto as Annex A. Once the comments are
cleared by the Staff, the Company will file the Amendment No. 1 to the Form 10-K for 2021 with the Commission publicly.

The Staff’s comments are repeated below in bold and are followed
by the Company’s responses.

Response Letter dated December 16, 2022

Item 1.
Business, page 2

1. We note your response to comment 4, as well as your revised reference to local
government; please revise to refer to the PRC government where you discuss permissions that might be required to offer your securities
to investors. Additionally, in each instance where you discuss “permission requirements” or “permissions,” please
revise to expand your discussion to permissions or approvals.

Response:
We have revised the local government to the PRC government where we discuss permissions that might be required to offer our securities
to investors on page 2. Additionally, in each instance where we discuss “permission requirements” or “permissions,”
we have expanded our discussion to permissions or approvals on page 49.

 2. We also note your revised disclosure indicating that you are relying on the opinion
of your PRC counsel Fengdong Law Firm with respect to your conclusions that you are not subject to the permission requirements from the
China Securities Regulatory Commission, Cyberspace Administration of China or any other entity that is required to approve of the VIE’s
operations. However, where you disclose that “[t]he VIE and certain subsidiaries of the Company are incorporated and operating in
mainland China and they have received all required permissions from Chinese authorities to operate their current business in China . .
. ,” we note that you do not appear to have relied upon an opinion of counsel. If true, please revise to explain the basis for your
conclusions that you have received all such permissions or approvals from Chinese authorities to operate the current business in China.

Response:
We have revised our disclosure to explain that we based on the opinion of our PRC legal counsel Fengdong Law Firm to reach our conclusions
that the VIE and certain subsidiaries of the Company that are incorporated and operating in mainland China have all the permissions or
approvals from Chinese authorities to operate their current business in China on page 1 and page 49.

VIE Contractual Arrangements, page 4

3. We note your response to comment 7. In connection therewith:

 ● We note your revised disclosure that CCM Network is deemed
to “have a controlling financial interest” and “be primary beneficiary of E-Commerce Tianjin because it has both of the
following characteristics: (1) the power to direct activities at E-Commerce Tianjin that most significantly impact such entity’s
economic performance and (2) the right to receive benefits from, E-Commerce Tianjin that could potentially be significant to such entity.”
Please revise to state that CCM Network has a controlling financial interest in, receives the economic benefits from, is the primary
beneficiary of and has the power to direct the activities of the VIE to the extent that it has satisfied the conditions for consolidation
of the VIE under U.S. GAAP.

Response: We have revised the
disclosure to state that CCM Network has a controlling financial interest in, receives the economic benefits from, is the primary beneficiary
of and has the power to direct the activities of the VIE to the extent that it has satisfied the conditions for consolidation of the VIE
under U.S. GAAP on page 4.

 ● We note your disclosure revising references to “our VIE” to “the
VIE” (e.g., page 1), but your disclosure continues to use the term “our” in certain instances, such as your references
to “our consolidated VIE” (page 4), “our consolidated variable interest entity” (pages iv, 2, 41, 42 and 48), and
“Our VIE Contractual Arrangements” (page 41). Please revise.

Response:
We have revised the term “our” to “the” in our consolidated VIE” on page 4, “our consolidated variable
interest entity” on pages iv, 2, 41, 42 and 48, and “Our VIE Contractual Arrangements” on page 41.

 ● Please revise to remove the reference implying that you have the “ability
to effectively control our consolidated variable interest entity” on page 42.

Response:
We have revised the disclosure to remove the reference that we have the “ability to effectively control our consolidated variable
interest entity” on page 42.

    2

If you have any further comments
or require any further information or if any questions should arise in connection with this submission, please call Mr. Jeffrey Li at
(703) 618-2503 at FisherBroyles, LLP.

    Very truly yours,

    /s/ Shanchun Huang

    Shanchun Huang

    Chief Executive Officer

    Future FinTech Group Inc.

    3

Annex A

(The Form 10-K/A is currently subject to the Staff
review which is not filed publicly until all the proposed amended disclosure is cleared of the comments from the Staff)

 UNITED STATES

 SECURITIES AND EXCHANGE
COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 ☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended
December 31, 2021

 OR

 ☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the Transition Period
from _________ to _________

 Commission File Number
001-34502

 Future FinTech Group
Inc.

 (Exact name of registrant
as specified in its charter)

     Florida

     98-0222013

     (State or other jurisdiction of

     (I.R.S. Employer

     incorporation or organization)

     Identification Number)

     Americas
                                            Tower, 1177 Avenue of The Americas

     Suite 5100, New York, NY

     10036

     (Address of principal executive offices)

     (Zip Code)

 Registrant’s Telephone
Number: 888-622-1218

 Securities registered
pursuant to Section 12(b) of the Act:

     Title of each class

     Name of each exchange
    on which registered

     Common Stock, $0.001 par value

     Nasdaq Capital Market

 Securities registered
pursuant to Section 12(g) of the Act:

     None

     (Title of class)

 Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in rule 405 of the Securities Act. Yes ☐
No ☒

 Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
No ☒

 Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐

 Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒ No ☐

 Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge,
in definitive proxy statement or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes ☐ No ☐

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.

     Large accelerated filer
     ☐
     Accelerated filer
     ☐

     Non-accelerated filer
     ☒
     Smaller reporting company
     ☒

     Emerging growth company
     ☐

 If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report. ☐

 Indicate by check mark whether the registrant
is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes ☐
No ☒

 The aggregate market value of voting and nonvoting
stock held by non-affiliates of the registrant, based upon the closing price of $3.15 per share for shares of the registrant’s
Common Stock on June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter as reported
by the NASDAQ Capital Market, was approximately $163 million.

 The number of shares of Common Stock outstanding as of April 12,
2022 was 70,067,147.

 EXPLANATORY NOTE

 In response to a comment letter received from
the Securities and Exchange Commission (the “SEC”), dated September 21, 2022, Future FinTech Group, Inc. (the “Company,”
“we,” “us” or “our”) is filing this Amendment No. 1 on Form 10-K/A to our Annual Report on Form
10-K for the year ended December 31, 2021, originally filed with the SEC on April 15, 2022 (the “Original Form 10-K”) to
agree with the Company’s responses to the comments from the staff of the SEC.

 This Form 10-K/A should be read in conjunction
with the Company’s periodic filings made with the SEC subsequent to the filing date of the Original Form 10-K, including any amendments
to those filings, as well as any Current Reports, filed on Form 8-K subsequent to the date of the Original Form 10-K. In addition, in
accordance with applicable rules and regulations promulgated by the SEC, the Company’s Chief Executive Officer and Chief Financial
Officer are providing currently dated certifications in connection with this Form 10-K/A. The certifications are filed as Exhibits 31.1,
31.2, 32.1 and 32.2. Because this Form 10-K/A sets forth the Original Form 10-K in its entirety, it includes both items that have been
changed as a result of the amended disclosures and items that are unchanged from the Original Form 10-K. Other than the revision of the
disclosures as discussed our response letters to SEC, this Form 10-K/A speaks as of the original filing date of the Original Form 10-K
and has not been updated to reflect other events occurring subsequent to the original filing date. This includes forward-looking statements
and all other sections of this Form 10-K/A that were not directly impacted by this amendment, which should be read in their historical
context.

 FUTURE FINTECH GROUP
INC.

 Annual
Report on Form 10-K for Fiscal Year Ended December 31, 2021

     PART I
     1

     ITEM 1 – BUSINESS
     1

     ITEM 1A – RISK FACTORS
     28

     ITEM 1B – UNRESOLVED
    STAFF COMMENTS
     47

     ITEM 2 – PROPERTIES
     47

     ITEM 3 – LEGAL PROCEEDINGS
     47

     ITEM 4 – MINE SAFETY
    DISCLOSURES
     47

     PART II
     48

     ITEM 5 – MARKET FOR
    REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
     48

     ITEM 6 – [RESERVED]
     49

     ITEM 7 – MANAGEMENT’S
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     50

     ITEM 7A – QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     59

     ITEM 8 – FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA
     59

     ITEM 9 – CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
     59

     ITEM 9A – CONTROLS
    AND PROCEDURES
     59

     ITEM 9B – OTHER INFORMATION
     60

     ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
    THAT PREVENT INSPECTIONS.
     60

     PART III
     61

     ITEM 10 – DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
     61

     ITEM 11 – EXECUTIVE
    COMPENSATION
     65

     ITEM 12 – SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
     69

     ITEM 13 – CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
     70

     ITEM 14 – PRINCIPAL
    ACCOUNTING FEES AND SERVICES
     70

     PART IV
     72

     ITEM 15 – EXHIBITS
    AND FINANCIAL STATEMENT SCHEDULES
     72

     SIGNATURE
     77

    i

 NOTE CONCERNING FORWARD-LOOKING
STATEMENTS

 This Annual Report on Form 10-K for the fiscal
year ended December 31, 2021 (“Annual Report”) of Future Fintech Group, Inc. (together with our direct or indirect subsidiaries,
“we,” “us,” “our”, “the Company” or “Future FinTech”) includes forward-looking
statements regarding, among other things, Future FinTech’s plans, strategies and prospects, both business and financial. Although
Future FinTech believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are
reasonable, Future FinTech cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking
statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under
“Risk Factors” from time to time in Future FinTech’s filings with the SEC. Many of the forward-looking statements
contained in this presentation may be identified by the use of forward-looking words such as “believe”, “expect”,
“anticipate”, “should”, “planned”, “will”, “may”, “intend”, “estimated”,
“aim”, “on track”, “target”, “opportunity”, “tentative”, “positioning”,
“designed”, “create”, “predict”, “project”, “seek”, “would”,
“could”, “continue”, “ongoing”, “upside”, “increases” and “potential”,
among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this
presentation are set forth in other reports or documents that we file from time to time with the SEC, and include, but are not limited
to:

     ●
     fluctuations in the supply of products from our suppliers;

     ●
     the expected growth of the online retail and supply chain industries
    in China, asset management business in Hong Kong and global financial technology industry;

     ●
     changes in general economic conditions and conditions adversely
    affecting the businesses in which Future FinTech is engaged;

     ●
     changes in U.S., China and global financial and equity markets,
    including market disruptions and significant interest rate fluctuations, which may impede our access to, or increase the cost of,
    external financing for our operations and investments;

     ●
     our success in implementing

United States securities and exchange commission logo
January 25, 2023
Ming Yi
Chief Financial Officer
Future FinTech Group Inc.
Americas Tower
1177 Avenue of the Americas
Suite 5100
New York, NY 10036
Re:Future FinTech Group Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Response dated December 16, 2022
File No. 001-34502
Dear Ming Yi:
            We have reviewed your December 16, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
November 18, 2022 letter.
Response Letter dated December 16, 2022
Item 1. Business, page 2
1.We note your response to comment 4, as well as your revised reference to local
government; please revise to refer to the PRC government where you discuss permissions
that might be required to offer your securities to investors.  Additionally, in each instance
where you discuss "permission requirements" or "permissions," please revise to expand
your discussion to permissions or approvals.
2.We also note your revised disclosure indicating that you are relying on the opinion of your
PRC counsel Fengdong Law Firm with respect to your conclusions that you are not

 FirstName LastNameMing Yi
 Comapany NameFuture FinTech Group Inc.
 January 25, 2023 Page 2
 FirstName LastName
Ming Yi
Future FinTech Group Inc.
January 25, 2023
Page 2
subject to the permission requirements from the China Securities Regulatory Commission,
Cyberspace Administration of China or any other entity that is required to approve of the
VIE’s operations.  However, where you disclose that "[t]he VIE and certain subsidiaries
of the Company are incorporated and operating in mainland China and they have received
all required permissions from Chinese authorities to operate their current business in
China . . . ," we note that you do not appear to have relied upon an opinion of counsel.  If
true, please revise to explain the basis for your conclusions that you have received all such
permissions or approvals from Chinese authorities to operate the current business in
China.
VIE Contractual Arrangements, page 4
3.We note your response to comment 7.  In connection therewith:

•We note your revised disclosure that CCM Network is deemed to "have a controlling
financial interest" and "be primary beneficiary of E-Commerce Tianjin because it has
both of the following characteristics: (1) the power to direct activities at E-Commerce
Tianjin that most significantly impact such entity’s economic performance and (2) the
right to receive benefits from, E-Commerce Tianjin that could potentially be
significant to such entity."  Please revise to state that CCM Network has a controlling
financial interest in, receives the economic benefits from, is the primary beneficiary
of and has the power to direct the activities of the VIE to the extent that it has
satisfied the conditions for consolidation of the VIE under U.S. GAAP.

•We note your disclosure revising references to "our VIE" to "the VIE" (e.g., page 1),
but your disclosure continues to use the term "our" in certain instances, such as your
references to "our consolidated VIE" (page 4), "our consolidated variable interest
entity" (pages iv, 2, 41, 42 and 48), and "Our VIE Contractual Arrangements" (page
41).  Please revise.

•Please revise to remove the reference implying that you have the "ability to
effectively control our consolidated variable interest entity" on page 42.

 FirstName LastNameMing Yi
 Comapany NameFuture FinTech Group Inc.
 January 25, 2023 Page 3
 FirstName LastName
Ming Yi
Future FinTech Group Inc.
January 25, 2023
Page 3
            You may contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Brian Fetterolf at 202-551-6613 or Jennifer López Molina at 202-551-3792 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Li

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Future
FinTech Group Inc.

December
16, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-0405

    Attention:
    Amy
    Geddes

    Doug
    Jones

    Brian
    Fetterolf

    Jennifer
    Lopez Molina

    Re:
    Future
    FinTech Group Inc.

    Form
                                            10-K for the Year Ended December 31, 2021

    Filed
    April 15, 2022

    File
    No. 001-34502

Ladies
and Gentlemen:

Future
FinTech Group Inc. (“FTFT” or the “Company” and sometimes referred to as “we” or “our”)
is submitting this letter and the following information in response to a letter, dated November 18, 2022, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form 10-K
for the year ended December 31, 2021 (the “Form 10-K”) filed with the Commission on April 15, 2022.

Concurrently
with the submission of this letter, the Company has furnished the Amendment No. 1 of the Form 10-K (the “Form 10-K/A”) hereto
as Annex A. Once the comments are cleared by the Staff, the Company will file the Amendment No. 1 to the Form 10-K for 2021 with the
Commission publicly.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses.

Response
Letter Dated October 19, 2022 Item 1. Business

Overview,
page 1

 1. We
note your response to comment 3, as well as your revised disclosure that “[i]n addition, these VIE agreements have not been truly
tested in the courts in China and Chinese regulatory authorities could disallow the VIE structure . . . .” To prominently disclose
such risks to investors, please revise to include this new disclosure (ending with your disclosure that “investors may never hold
equity interests in the VIE”) at the beginning of Item 1. Please also revise to include a cross-reference to your detailed discussion
of risks facing the company as a result of your structure.

Response:
We have revised to include this new disclosure at the beginning of Item 1 on page 2. We have also revised to include a cross-reference
to our detailed discussion of risks facing the company as a result of our structure on page 2.

 2. We
                                            note your response to comment 4, as well as your revised disclosure. Please also revise to
                                            discuss the Accelerating Holding Foreign Companies Accountable Act, as you do on page 38.

Response:
We have revised to discuss the Accelerating Holding Foreign Companies Accountable Act on page 1.

    1

 3. We
                                            note your response to comment 5, as well as your revised disclosure that “neither any
                                            of our subsidiaries or the VIE has made any dividends or other distributions to our holding
                                            company or any U.S. investors as of the date of this report.” Please revise to clarify
                                            whether any cash transfers have been made to date as well. Additionally, where you discuss
                                            “[t]o the extent cash and/or assets in the business are in the PRC and/or Hong Kong
                                            . . . ,” please include a cross-reference to your risk factor on page 36.

Response:
We have revised to clarify no cash transfers have been made to our holding company or any U.S. investors to date on page 1. We also
included a cross-reference to our risk factor on page 38 where we discuss “[t]o the extent cash and/or assets in the business are
in the PRC and/or Hong Kong . . . ,”

 4. We
                                            note your response to comment 6, as well as your revised disclosure that “we, our subsidiaries
                                            and VIE in China are not subject to permission requirements from the China Securities Regulatory
                                            Commission (“CSRC”), Cyberspace Administration of China (“CAC”) or
                                            any other entity that is required to approve of our VIE’s operations.” We also
                                            note that you subsequently state that “it is uncertain when and whether we, our Chinese
                                            subsidiaries or VIE, might be required to obtain permission from the PRC government to list
                                            on U.S. exchanges in the future.” Please revise in each instance to expand your discussion
                                            to permissions or approvals to operate your business (as opposed to solely the VIE’s operations)
                                            and to offer your securities to foreign investors (as opposed to listing). Additionally,
                                            with respect to your disclosure discussing if “applicable laws, regulations, or interpretations
                                            change and we or our subsidiaries are required to obtain such permissions or approvals in
                                            the future,” please revise to also discuss the consequences if the VIE, is required
                                            to obtain such permissions or approvals in the future. Last, we note that you do not appear
                                            to have relied upon an opinion of counsel with respect to your conclusions that you do not
                                            need any permissions and approvals to operate your business and to offer securities to investors.
                                            If true, state as much and explain the basis upon which you made the determination that you
                                            are not required to obtain permissions or approvals from the CSRC, CAC or other entities.

Response:
We have revised our disclosure on page 1 and 2 to expand our discussion to permissions or approvals to operate our business (as opposed
to solely the VIE’s operations) and to offer our securities to foreign investors (as opposed to listing). We have also revised our disclosure
on page 2 discussing the consequences if the VIE is required to obtain such permissions or approvals in the future.

We
have revised our disclosure on page 2 to state it is in the opinion of our PRC counsel that we are not required to obtain permissions
or approvals from the CSRC, CAC or other entities.

 5. Please
                                            revise the diagram of your organizational structure on page 3 to identify the person(s) or
                                            entity(ies) that own the equity of Future FinTech Group Inc. In this regard, please identify
                                            the equity percentage held by your public shareholders, as well as any other shareholders
                                            that would be disclosed as beneficial owners pursuant to Item 12 of Form 10-K and Item 403
                                            of Regulation S-K (e.g. Zeyao Xue, as well as your directors and officers as a separate group).

Response:
We have revised the diagram of our organizational structure on page 3 to identify the person(s) or entity(ies) that own more
than 5% of the equity of Future FinTech Group Inc.

    2

Our
VIE Contractual Arrangements, page 4

 6. We
                                            note your response to comment 7, as well as your revised disclosure. Please disclose the
                                            risk that you may incur substantial costs to enforce the terms of the arrangements, as you
                                            do on page 40, where you state that “[i]f our consolidated VIE or its shareholders fail
                                            to perform their respective obligations under the contractual arrangements, we may have to
                                            incur substantial costs and expend additional resources to enforce such arrangements.”

Response:
We have revised to disclose the risk that we may incur substantial costs to enforce the terms of the arrangements if our consolidated
VIE or its shareholders fail to perform their respective obligations under the contractual arrangements on page 4.

 7. We
                                            note your response to comment 8, as well as your revised disclosure that you “are regarded
                                            as the primary beneficiary of our VIE for accounting purposes.” Where you disclose that
                                            you “receive substantially all of the economic benefits of our VIE” and that your
                                            “contractual arrangements with our VIE . . . allow us to (i) exercise effective control
                                            over our VIE,” revise to qualify such statement with a clear description of the conditions
                                            you have satisfied for consolidation of the VIE under U.S. GAAP and also clarify that you
                                            are the primary beneficiary of the VIE for accounting purposes, and make conforming changes
                                            throughout the prospectus where you discuss “economic benefits.” Make conforming
                                            changes in your sub-headings entitled “Agreements that Allow us to Receive Economic
                                            Benefits from our VIE” and “Agreements that Provide us with Effective Control over
                                            our VIE,” and where you discuss “economic benefits” on page 39, 40 and 46.
                                            Please also revise your references to “our VIEs” (e.g., page 1), “our subsidiaries
                                            and VIE” (e.g., page 2) and “our consolidated VIE (e.g., page iv) to refrain from
                                            using the term “our” when describing the VIEs.

Response:
We have revised disclosure with a clear description of the conditions we have satisfied for consolidation of the VIE under U.S. GAAP
and also clarify that we are the primary beneficiary of the VIE for accounting purposes on page 4, and make conforming changes throughout
the report where we discuss economic benefits.

We have deleted sub-headings entitled
“Agreements that Allow us to Receive Economic Benefits from our VIE” and “Agreements that Provide us with Effective
Control over our VIE,” and made conforming changes in the places where we discuss “economic benefits” on page 41, 42
and 48.

We
have also revised our references to “our VIEs”, “our subsidiaries and VIE” and “our consolidated VIE to refrain
from using the term “our” when describing the VIEs.

Selected
Condensed Consolidated Financial Schedule of the Company and Its Subsidiaries and VIE, page 6

 8. In
                                            regard to your intended amended filing, please explain to us and disclose for this schedule:

 ● What
                                            each of the entities “Future FinTech,” “parent,” “subsidiaries,”
                                            “PRC,” “Hong

Kong
subsidiaries” and “VIE” represent and their relation to one another.

 ● How
                                                                                                                                                                                                                                                                                                                                               amounts under the “Future FinTech” column relate to the amounts in the “Consolidated Total”
                                                                                                                                                                                                                                                                                                                                               column.

Response:
We have revised the filing and disclose for this schedule each of the entities “Future FinTech,” “parent,” “subsidiaries,”
“PRC,” “Hong Kong subsidiaries” and “VIE” represent and their relation to one another. We have also disclosed
how amounts under the “Future FinTech” column relate to the amounts in the “Consolidated Total” column on page 8.

 9. Please
                                            provide in this schedule a column solely for the wholly foreign owned entity in your organization
                                            structure that is the primary beneficiary of the VIE, and identify what this entity is.

Response: We have provided in
this schedule on page 8 a column solely for Cloud Chain Network and Technology (Tianjin) Co., Limited (“CCM Network” or “CCM
Tianjin”), the wholly foreign owned entity in our organization structure that is the primary beneficiary of the VIE.

    3

 10. As
                                            noted in comment 11, please revise this schedule to present major line items such as revenue,
                                            cost of goods/services and other material expenses, and subtotals and disaggregated intercompany
                                            balances, such as separate line items for intercompany receivables/payables and investment
                                            in subsidiaries.

Response:
We have revised this schedule to present major line items such as revenue, cost of goods/services and other material expenses, and
subtotals and disaggregated intercompany balances, such as separate line items for intercompany receivables/payables and investment in
subsidiaries.

 11. Please
                                            provide this schedule for each period presented in the filing.

Response: We have revised this
schedule to provide for each period presented in the filing on page 8.

“If
the PRC government deems that the contractual arrangement . . . “, page 39

 12. We
                                            note your response to comment 14, as well as your revised disclosure that names Fengdong
                                            Law Firm as your “Chinese counsel.” However, you continue to maintain separate
                                            references to your “PRC counsel.” Please revise to name Fengdong Law Firm in each
                                            instance in which you rely upon them in the filing, and to the extent that your Chinese counsel
                                            and your PRC counsel are the same, please revise your language to ensure consistency.

Response:
We have revised the disclosure to name Fengdong Law Firm in each instance in which we rely upon them in the filing, and also revised
our Chinese counsel to PRC counsel to ensure consistency.

Item
10 - Directors, Executive Officers and Corporate Governance, page 59

 13. We
                                            note your response to comment 13, as well as your revised disclosure that “[a]ll of
                                            our directors and officers reside outside of the United States, except for Mr. Yang Liu,
                                            who is located in New York.” As your response indicates that certain of such directors
                                            and officers reside in the PRC/Hong Kong, please revise to state that is the case and identify
                                            which individuals reside in the PRC/Hong Kong.

Response: We have revised disclosure
to state that Mr. Mingjie Zhao and Ms. Ying Li reside in the Uni

United States securities and exchange commission logo
November 18, 2022
Ming Yi
Chief Financial Officer
Future FinTech Group Inc.
Americas Tower
1177 Avenue of the Americas
Suite 5100
New York, NY 10036
Re:Future FinTech Group Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed April 15, 2022
File No. 001-34502
Dear Ming Yi:
            We have reviewed your October 19, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 21, 2022 letter.
Response Letter Dated October 19, 2022
Item 1. Business
Overview, page 1
1.We note your response to comment 3, as well as your revised disclosure that "[i]n
addition, these VIE agreements have not been truly tested in the courts in China and
Chinese regulatory authorities could disallow the VIE structure . . . ."  To prominently
disclose such risks to investors, please revise to include this new disclosure (ending with
your disclosure that "investors may never hold equity interests in the VIE") at the
beginning of Item 1. Please also revise to include a cross-reference to your detailed
discussion of risks facing the company as a result of your structure.

 FirstName LastNameMing Yi
 Comapany NameFuture FinTech Group Inc.
 November 18, 2022 Page 2
 FirstName LastNameMing Yi
Future FinTech Group Inc.
November 18, 2022
Page 2
2.We note your response to comment 4, as well as your revised disclosure.  Please also
revise to discuss the Accelerating Holding Foreign Companies Accountable Act, as you
do on page 38.
3.We note your response to comment 5, as well as your revised disclosure that "neither any
of our subsidiaries or the VIE has made any dividends or other distributions to our holding
company or any U.S. investors as of the date of this report."  Please revise to clarify
whether any cash transfers have been made to date as well.  Additionally, where you
discuss "[t]o the extent cash and/or assets in the business are in the PRC and/or Hong
Kong . . . ," please include a cross-reference to your risk factor on page 36.
4.We note your response to comment 6, as well as your revised disclosure that "we, our
subsidiaries and VIE in China are not subject to permission requirements from the China
Securities Regulatory Commission (“CSRC”), Cyberspace Administration of China
(“CAC”) or any other entity that is required to approve of our VIE’s operations."  We also
note that you subsequently state that "it is uncertain when and whether we, our Chinese
subsidiaries or VIE, might be required to obtain permission from the PRC government to
list on U.S. exchanges in the future."  Please revise in each instance to expand your
discussion to permissions or approvals to operate your business (as opposed to solely the
VIE's operations) and to offer your securities to foreign investors (as opposed to listing).
Additionally, with respect to your disclosure discussing if "applicable laws, regulations, or
interpretations change and we or our subsidiaries are required to obtain such permissions
or approvals in the future," please revise to also discuss the consequences if the VIE, is
required to obtain such permissions or approvals in the future.  Last, we note that you do
not appear to have relied upon an opinion of counsel with respect to your conclusions that
you do not need any permissions and approvals to operate your business and to offer
securities to investors. If true, state as much and explain the basis upon which you made
the determination that you are not required to obtain permissions or approvals from the
CSRC, CAC or other entities.
5.Please revise the diagram of your organizational structure on page 3 to identify the
person(s) or entity(ies) that own the equity of Future FinTech Group Inc.  In this regard,
please identify the equity percentage held by your public shareholders, as well as any
other shareholders that would be disclosed as beneficial owners pursuant to Item 12 of
Form 10-K and Item 403 of Regulation S-K (e.g. Zeyao Xue, as well as your directors and
officers as a separate group).
Our VIE Contractual Arrangements, page 4
6.We note your response to comment 7, as well as your revised disclosure.  Please disclose
the risk that you may incur substantial costs to enforce the terms of the arrangements, as
you do on page 40, where you state that "[i]f our consolidated VIE or its shareholders fail
to perform their respective obligations under the contractual arrangements, we may have
to incur substantial costs and expend additional resources to enforce such arrangements."

 FirstName LastNameMing Yi
 Comapany NameFuture FinTech Group Inc.
 November 18, 2022 Page 3
 FirstName LastNameMing Yi
Future FinTech Group Inc.
November 18, 2022
Page 3
7.We note your response to comment 8, as well as your revised disclosure that you "are
regarded as the primary beneficiary of our VIE for accounting purposes."  Where you
disclose that you "receive substantially all of the economic benefits of our VIE" and that
your "contractual arrangements with our VIE . . . allow us to (i) exercise effective control
over our VIE," revise to qualify such statement with a clear description of the conditions
you have satisfied for consolidation of the VIE under U.S. GAAP and also clarify that you
are the primary beneficiary of the VIE for accounting purposes, and make conforming
changes throughout the prospectus where you discuss "economic benefits."  Make
conforming changes in your sub-headings entitled "Agreements that Allow us to Receive
Economic Benefits from our VIE" and "Agreements that Provide us with Effective
Control over our VIE," and where you discuss "economic benefits" on page 39, 40 and
46.  Please also revise your references to "our VIEs" (e.g., page 1), "our subsidiaries and
VIE" (e.g., page 2) and "our consolidated VIE (e.g., page iv) to refrain from using the
term "our" when describing the VIEs.
Selected Condensed Consolidated Financial Schedule of the Company and Its Subsidiaries and
VIE, page 6
8.In regard to your intended amended filing, please explain to us and disclose for this
schedule:
•What each of the entities "Future FinTech," "parent," "subsidiaries," "PRC," "Hong
Kong subsidiaries" and "VIE" represent and their relation to one another.
•How amounts under the "Future FinTech" column relate to the amounts in the
"Consolidated Total" column.
9.Please provide in this schedule a column solely for the wholly foreign owned entity in
your organization structure that is the primary beneficiary of the VIE, and identify what
this entity is.
10.As noted in comment 11, please revise this schedule to present major line items such as
revenue, cost of goods/services and other material expenses, and subtotals and
disaggregated intercompany balances, such as separate line items for intercompany
receivables/payables and investment in subsidiaries.
11.Please provide this schedule for each period presented in the filing.
"If the PRC government deems that the contractual arrangement . . . ", page 39
12.We note your response to comment 14, as well as your revised disclosure that names
Fengdong Law Firm as your "Chinese counsel."  However, you continue to maintain
separate references to your "PRC counsel."  Please revise to name Fengdong Law Firm in
each instance in which you rely upon them in the filing, and to the extent that your
Chinese counsel and your PRC counsel are the same, please revise your language to
ensure consistency.

 FirstName LastNameMing Yi
 Comapany NameFuture FinTech Group Inc.
 November 18, 2022 Page 4
 FirstName LastName
Ming Yi
Future FinTech Group Inc.
November 18, 2022
Page 4
Item 10 - Directors, Executive Officers and Corporate Governance, page 59
13.We note your response to comment 13, as well as your revised disclosure that "[a]ll of our
directors and officers reside outside of the United States, except for Mr. Yang Liu, who is
located in New York."  As your response indicates that certain of such directors and
officers reside in the PRC/Hong Kong, please revise to state that is the case and identify
which individuals reside in the PRC/Hong Kong.
            You may contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Brian Fetterolf at 202-551-6613 or Jennifer Lopez Molina at 202-551-3792 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Future
FinTech Group Inc.

October 19, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0405

    Attention:
    Amy Geddes

    Doug Jones

    Brian Fetterolf

    Jennifer Lopez Molina

    Re:
    Future FinTech Group Inc.

    Form 10-K for the Year Ended December 31, 2021

    Filed April 15, 2022

    File No. 001-34502

Ladies and Gentlemen:

Future FinTech Group Inc. (“FTFT”
or the “Company” and sometimes referred to as “we” or “our”) is submitting this letter and the following
information in response to a letter, dated September 21, 2022, from the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) with respect to the Company’s Form 10-K for the year ended
December 31, 2021 (the “Form 10-K”) filed with the Commission on April 15, 2022.

Concurrently with the submission of this letter,
the Company has furnished the Amendment No. 1 of the Form 10-K (the “Form 10-K/A”) hereto as Annex A. Once the comments are
cleared by the Staff, the Company will file the Amendment No. 1 to the Form 10-K for 2021 with the Commission publicly.

The Staff’s comments are repeated below in bold and are followed
by the Company’s responses.

Annual Report on Form 10-K filed April 15, 2022

 Note Concerning
Forward-Looking Statements, page ii

1. We
note your disclosure that "we," "us," "our", "the Company" or "Future FinTech" refers
to Future Fintech Group, Inc., "together with [y]our direct or indirect subsidiaries." Please revise your disclosure to clearly
disclose how you will refer to the holding company, subsidiaries, and VIEs when providing the disclosure throughout the document so that
it is clear to investors which entity the disclosure is referencing and which subsidiaries or entities are conducting the business operations.
Refrain from using terms such as "we" or "our" when describing activities or functions of a VIE. For example, disclose,
if true, that your subsidiaries and/or the VIE conduct operations in China, that the VIE is consolidated for accounting purposes but is
not an entity in which you own equity, and that the holding company does not conduct operations. Disclose clearly the entity (including
the domicile) in which investors are purchasing an interest.

Response：We
have revised our disclosure to clearly disclose how we refer to the holding company, subsidiaries, and VIE when providing the disclosure
throughout the report on page ii. We have refrained from using terms such as "we" or "our" when describing activities
or functions of a VIE. The VIE mainly operates an online shopping platform, Chain Cloud Mall (“CCM”) in China. We have revised
disclosure to clarify that the VIE is consolidated for accounting purposes but is not an entity in which we own equity, and that the holding
company does not conduct operations. We also revise the disclosure clearly that it is the holding company that the investors will hold
an interest on page ii.

    1

Summary of Significant Risk Factors

Risks Related to Doing Business in the PRC , page iii

2. In
your summary of risk factors, please provide specific cross-references to the corresponding individual risk factors discussed in Item
1A.

Response: We have revised our disclosure to
provide specific cross-references to the corresponding individual risk factors discussed in Item 1A on page iii and page iv.

Item 1 – Business, page 1

3. We
note your disclosure that you are "a holding company incorporated under the laws of the State of Florida." Please revise your
disclosure to also disclose prominently at the beginning of this section that you are not a Chinese operating company but a Florida holding
company with operations conducted by your subsidiaries and through contractual arrangements with a variable interest entity (VIE) based
in China and that this structure involves unique risks to investors. In this regard, we note your related discussion on page 4 beginning
with "[w]e are a holding company . . . ," but such discussion should be more prominently disclosed to investors. Further, as
noted on page 3, also disclose here that these contracts have not been tested in court. Explain whether the VIE structure is used to provide
investors with exposure to foreign investment in China-based companies where Chinese law prohibits direct foreign investment in the operating
companies, and disclose that investors may never hold equity interests in the Chinese operating company. In this regard, please also make
conforming changes on page 44, including replacing the use of "replicate" with the phrase "provide investors with exposure."
Your disclosure here should also acknowledge that Chinese regulatory authorities could disallow this structure, which would likely result
in a material change in your operations and/or a material change in the value of your securities, including that it could cause the value
of such securities to significantly decline or become worthless. Provide a cross-reference to your detailed discussion of risks facing
the company as a result of this structure.

Response: We have revised
our disclosure to also disclose prominently at the beginning of the business section that we are not a Chinese operating company but
a Florida holding company with operations conducted by our subsidiaries and through contractual arrangements with a variable interest
entity (VIE) based in China and that this structure involves unique risks to investors on page 1. We have also disclosed that these contracts
have not been tested in court and explained the VIE structure is used to provide investors with exposure to foreign investment in China-based
companies where Chinese law prohibits or restricts direct foreign investment in certain types of operating companies, and that investors
may never hold equity interests in the VIE on page 4. We have replaced the use of "replicate" with the phrase "provide
investors with exposure" on page 46 and our disclosure also acknowledged that Chinese regulatory authorities could disallow this
structure, which would likely result in a material change in our operations and/or a material change in the value of our securities,
including that it could cause the value of such securities to significantly decline or become worthless. We also provided a cross-reference
to our detailed discussion of risks facing the company as a result of this structure.

4.
Provide prominent disclosure about the legal and operational risks associated with being based in or having the majority of the company’s
operations in China. Your disclosure should make clear whether these risks could result in a material change in your operations and/or
the value of your securities or could significantly limit or completely hinder your ability to offer or continue to offer securities to
investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how recent statements
and regulatory actions by China’s government, such as those related to the use of variable interest entities and data security or
anti-monopoly concerns, have or may impact the company’s ability to conduct its business, accept foreign investments, or list on
a U.S. or other foreign exchange. Please disclose whether your auditor is subject to the determinations announced by the PCAOB on December
16, 2021 and whether and how the Holding Foreign Companies Accountable Act and related regulations will affect your company, and also
disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines
that it cannot inspect or investigate completely your auditor. Please also revise to discuss the Accelerating Holding Foreign Companies
Accountable Act as you do on page 36.

Response: We have revised
disclosure to provide the legal and operational risks associated with being based in or having the majority of the company’s operations
in Hong Kong and China on page 1. We have made clear these risks could result in a material change in our operations and/or the value
of our securities or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless. We have addressed recent statements and regulatory
actions by China’s government, such as those related to the use of variable interest entities and data security or anti-monopoly
concerns, have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other
foreign exchange. We have disclosed our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021 and
the Holding Foreign Companies Accountable Act and related regulations will not affect our company, and we also disclosed that trading
in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect
or investigate completely our auditor on page 1. We also have discussed the Accelerating Holding Foreign Companies Accountable Act and
recent frame work agreement between PCAOB and CRC on page 38.

    2

5. Provide
a clear description of how cash is transferred through your organization. Disclose your intentions to distribute earnings or settle amounts
owed under the VIE agreements. Quantify any cash flows and transfers of other assets by type that have occurred between the holding company,
its subsidiaries, and the consolidated VIEs, and direction of transfer. Quantify any dividends or distributions that a subsidiary or consolidated
VIE have made to the holding company and which entity made such transfer, and their tax consequences. Similarly quantify dividends or
distributions made to U.S. investors, the source, and their tax consequences. Your disclosure should make clear if no transfers, dividends,
or distributions have been made to date. Provide cross-references to the condensed consolidating schedule and the consolidated financial
statements. To the extent not addressed in your current disclosure (e.g., on page 4), describe any restrictions on foreign exchange and
your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your
ability to distribute earnings from the company, including your subsidiaries and/or the consolidated VIEs, to the parent company and U.S.
investors as well as the ability to settle amounts owed under the VIE agreements. In connection therewith, amend your disclosure here
and in the summary risk factors and risk factors sections to state that, to the extent cash and/or assets in the business is in the PRC/Hong
Kong or a PRC/Hong Kong entity, the funds and/or assets may not be available to fund operations or for other use outside of the PRC/Hong
Kong due to interventions in or the imposition of restrictions and limitations on the ability of you, your subsidiaries, or the consolidated
VIEs by the PRC government to transfer cash and/or assets. Provide cross-references to these other discussions in the risk factors. Last,
to the extent you have cash management policies that dictate how funds are transferred between you, your subsidiaries, the consolidated
VIEs or investors, summarize the policies here, and disclose the source of such policies (e.g., whether they are contractual in nature,
pursuant to regulations, etc.); alternatively, state that you have no such cash management policies that dictate how funds are transferred.

Response: We have
disclosed how cash is transferred through our organization and we had not and have no intention to distribute earnings or settle
amounts owed under the VIE agreements on pages 5 and 6. We have quantified any cash flows and transfers of other assets by type that
have occurred between the holding company, its subsidiaries, and the consolidated VIE, and direction of transfer in the Selected
Condensed Consolidated Financial Schedule of Future FinTech and VIE on page 6. We have not made any dividends or distributions from
a subsidiary or consolidated VIE to the holding company to date. We have not made any dividends or distributions to U.S. investors
to date. We have provided cross-references to the condensed consolidating schedule and the consolidated financial statements. We
have described restrictions on foreign exchange and our ability to transfer cash between entities, across borders, and to U.S.
investors. We have also described restrictions and limitations on our ability to distribute earnings from the company, including our
subsidiaries and/or the consolidated VIEs, to the parent company and U.S. investors as well as the ability to settle amounts owed
under the VIE agreements on pages 5 and 6.

We have amended our disclosure in the summary risk factors and risk
factors sections to state that, to the extent cash and/or assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the
funds and/or assets may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the
imposition of restrictions and limitations on the ability of us, our subsidiaries, or the consolidated VIE by the PRC government to transfer
cash and/or assets. We provided cross-references to these other discussions in the risk factors. We also disclosed that we do not have
cash management policies and procedures in place that dictate how funds are transferred through our organization. Rather, the funds can
be transferred in accordance with the applicable PRC laws and regulations on page 6.

6.
Disclose each permission or approval that you, your subsidiaries, or the VIEs are required to obtain from Chinese authorities to operate
your business and to offer the securities being registered to foreign investors. State whether you, your subsidiaries, or VIEs are covered
by permissions requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other
governmental agency that is required to approve the VIE’s operations, and state affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied. Please also describe the consequences to you and your
investors if you, your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude
that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required
to obtain such permissions or approvals in the future.

Response: We have disclosed
each permission or approval that we, our subsidiaries, or the VIE are required to obtain from Chinese authorities to operate our business
and to offer the securities being registered to foreign investors on page 1. We also disclosed that we, our subsidiaries, or VIE are not
subject to permissions requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or
any other governmental agency that is required to approve the VIE’s operations on page 1. We have stated affirmatively we have received
all requisite permissions or approvals to operate our business in China. We also described the consequences to us and our investors if
we, our subsidiaries, or the VIE: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and we are required to obtain
such permissions or approvals in the future on page 1.

    3

Our VIE Contractual Arrangements, page 3

7.
Describe how the relevant VIE contractual agreements between the entities and this type of corporate structure may affect investors
and the value of th

United States securities and exchange commission logo
September 21, 2022
Ming Yi
Chief Financial Officer
Future FinTech Group Inc.
Americas Tower
1177 Avenue of the Americas
Suite 5100
New York, NY 10036
Re:Future FinTech Group Inc.
Form 10-K for the Year Ended December 31, 2021
Filed April 15, 2022
File No. 001-34502
Dear Mr. Yi:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Annual Report on Form 10-K filed April 15, 2022
Note Concerning Forward-Looking Statements, page ii
1.We note your disclosure that "we," "us," "our", "the Company" or "Future FinTech" refers
to Future Fintech Group, Inc., "together with [y]our direct or indirect subsidiaries." Please
revise your disclosure to clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs when providing the disclosure throughout the document so that it is
clear to investors which entity the disclosure is referencing and which subsidiaries or
entities are conducting the business operations. Refrain from using terms such as "we" or
"our" when describing activities or functions of a VIE. For example, disclose, if true, that
your subsidiaries and/or the VIE conduct operations in China, that the VIE is consolidated
for accounting purposes but is not an entity in which you own equity, and that the holding
company does not conduct operations. Disclose clearly the entity (including the domicile)

 FirstName LastNameMing Yi
 Comapany NameFuture FinTech Group Inc.
 September 21, 2022 Page 2
 FirstName LastNameMing Yi
Future FinTech Group Inc.
September 21, 2022
Page 2
in which investors are purchasing an interest.
Summary of Significant Risk Factors
Risks Related to Doing Business in the PRC , page iii
2.In your summary of risk factors, please provide specific cross-references to the
corresponding individual risk factors discussed in Item 1A.
Item 1 – Business, page 1
3.We note your disclosure that you are "a holding company incorporated under the laws of
the State of Florida." Please revise your disclosure to also disclose prominently at the
beginning of this section that you are not a Chinese operating company but a Florida
holding company with operations conducted by your subsidiaries and through contractual
arrangements with a variable interest entity (VIE) based in China and that this structure
involves unique risks to investors. In this regard, we note your related discussion on page
4 beginning with "[w]e are a holding company . . . ," but such discussion should be more
prominently disclosed to investors. Further, as noted on page 3, also disclose here that
these contracts have not been tested in court. Explain whether the VIE structure is used to
provide investors with exposure to foreign investment in China-based companies where
Chinese law prohibits direct foreign investment in the operating companies, and disclose
that investors may never hold equity interests in the Chinese operating company. In this
regard, please also make conforming changes on page 44, including replacing the use of
"replicate" with the phrase "provide investors with exposure." Your disclosure here should
also acknowledge that Chinese regulatory authorities could disallow this structure, which
would likely result in a material change in your operations and/or a material change in the
value of your securities, including that it could cause the value of such securities to
significantly decline or become worthless. Provide a cross-reference to your detailed
discussion of risks facing the company as a result of this structure.
4.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China. Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of your securities or could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless. Your disclosure should address how
recent statements and regulatory actions by China’s government, such as those related to
the use of variable interest entities and data security or anti-monopoly concerns, have or
may impact the company’s ability to conduct its business, accept foreign investments, or
list on a U.S. or other foreign exchange. Please disclose whether your auditor is subject to
the determinations announced by the PCAOB on December 16, 2021 and whether and
how the Holding Foreign Companies Accountable Act and related regulations will affect
your company, and also disclose that trading in your securities may be prohibited under
the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot

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inspect or investigate completely your auditor. Please also revise to discuss the
Accelerating Holding Foreign Companies Accountable Act as you do on page 36.
5.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and the consolidated VIEs, and direction of transfer.
Quantify any dividends or distributions that a subsidiary or consolidated VIE have made
to the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences. Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date. Provide cross-references to the condensed
consolidating schedule and the consolidated financial statements. To the extent not
addressed in your current disclosure (e.g., on page 4), describe any restrictions on foreign
exchange and your ability to transfer cash between entities, across borders, and to U.S.
investors. Describe any restrictions and limitations on your ability to distribute earnings
from the company, including your subsidiaries and/or the consolidated VIEs, to the parent
company and U.S. investors as well as the ability to settle amounts owed under the VIE
agreements. In connection therewith, amend your disclosure here and in the summary risk
factors and risk factors sections to state that, to the extent cash and/or assets in the
business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds and/or assets
may not be available to fund operations or for other use outside of the PRC/Hong Kong
due to interventions in or the imposition of restrictions and limitations on the ability of
you, your subsidiaries, or the consolidated VIEs by the PRC government to transfer cash
and/or assets. Provide cross-references to these other discussions in the risk factors. Last,
to the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, the consolidated VIEs or investors, summarize the
policies here, and disclose the source of such policies (e.g., whether they are contractual in
nature, pursuant to regulations, etc.); alternatively, state that you have no such cash
management policies that dictate how funds are transferred.
6.Disclose each permission or approval that you, your subsidiaries, or the VIEs are required
to obtain from Chinese authorities to operate your business and to offer the securities
being registered to foreign investors. State whether you, your subsidiaries, or VIEs are
covered by permissions requirements from the China Securities Regulatory Commission
(CSRC), Cyberspace Administration of China (CAC) or any other governmental agency
that is required to approve the VIE’s operations, and state affirmatively whether you have
received all requisite permissions or approvals and whether any permissions or approvals
have been denied. Please also describe the consequences to you and your investors if you,
your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.

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Our VIE Contractual Arrangements, page 3
7.Describe how the relevant VIE contractual agreements between the entities and this type
of corporate structure may affect investors and the value of their investment, including
that the company may incur substantial costs to enforce the terms of the arrangements.
8.We note your disclosure that you "receive substantially all of the economic benefits of our
VIE," and your disclosure on page 44 that you "control and receive the economic benefits
of the VIE’s business operations" through certain contractual agreements between the VIE
and your Wholly Foreign-Owned Enterprise (WFOE) and that those agreements are
designed to provide your WFOE with the power, rights, and obligations equivalent in all
material respects to those it would possess as the principal equity holder of the VIE. We
also note your disclosure on page 3 that you are the primary beneficiary of the VIE.
However, neither the investors in the holding company nor the holding company itself
have an equity ownership in, direct foreign investment in, or control of, through such
ownership or investment, the VIE. Accordingly, please refrain from implying that the
contractual agreements are equivalent to equity ownership in the business of the VIE. Any
references to control or benefits that accrue to you because of the VIE should be limited to
a clear description of the conditions you have satisfied for consolidation of the VIE under
U.S. GAAP. Additionally, your disclosure should clarify that you are the primary
beneficiary of the VIE for accounting purposes.
Item 1A – Risk Factors
"If the PRC government deems that the contractual arrangements in relation to . . . " , page 37
9.We note your disclosure that "[y]our shares may decline in value if [you] are unable to
assert [y]our contractual control rights over the assets of [y]our PRC VIE."  Please revise
your disclosure to state that your shares may become worthless as a result of such
inability to assert control, and also discuss the inability to assert contractual control over
the VIE that conducts all or substantially all of your operations.

Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition
Sales of coals and aluminum ingots, page F-16
10.Please support your recognition of revenue on a gross basis for the sales of coal and
aluminum ingots.  Refer to the guidance in FASB ASC 606-10-55-36 through 40.  Include
in your response how the disclosure on page 7 that you sign purchase and sale agreements
with suppliers and buyers, the suppliers are responsible for the supply and transportation
of coal to the end users’ designated freight yard or transfer the title of aluminum ingots to
you in certain warehouses, and that you select the customers and suppliers that have good
credit and reputation was considered in your evaluation of whether you are the principal

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or an agent.  In particular, tell us when and how you obtain ownership over the coal and
ingots and for how long your ownership lasts, and whether you take possession of these
items.
General
11.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements. Please provide in tabular form a condensed consolidating schedule
that disaggregates the operations and depicts the financial position, cash flows, and results
of operations as of the same dates and for the same periods for which audited consolidated
financial statements are required. The schedule should present major line items, such as
revenue and cost of goods/services, and subtotals and disaggregated intercompany
amounts, such as separate line items for intercompany receivables and investment in
subsidiary. The schedule should also disaggregate the parent company, the VIEs and its
consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIEs, and an
aggregation of other entities that are consolidated. The objective of this disclosure is to
allow an investor to evaluate the nature of assets held by, and the operations of, entities
apart from the VIE, as well as the nature and amounts associated with intercompany
transactions. Any intercompany amounts should be presented on a gross basis and when
necessary, additional disclosure about such amounts should be included in order to make
the information presented not misleading.

12.We note that through an acquisition you entered into asset management services as a line
of business during 2021.  We further note in the Form 10-Q for the period ended June 30,
2022 it appears your management services are your principal operations and that you
manage approximately $273 million in assets.  Please tell us how you considered the
applicability of the rules and regulations of the Investment Company Act of 1940 and the
Investment Advisors Act of 1940 to this business and your related reporting.
13.To the extent that you have one or more directors, officers or members of senior
management located in the PRC/Hong Kong, please (i) state that is the case and identify
the relevant individuals in your section entitled Item 10 - Directors, Executive Officers
and Corporate Governance and (ii) include a separate "Enforceability" section, consistent
with Item 101(g) of Regulation S-K, and revise your risk factor on page 36 to particularly
address the challenges of bringing actions and enforcing judgments/liabilities against such
individuals located in the PRC/Hong Kong.
14.Please revise to identify your PRC counsel that you refer to throughout this annual report.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you

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have questions regarding comments on the financial statements and related matters.  Please
contact Brian Fetterolf at 202-551-6613 or Jennifer Lopez Molina at 202-551-3792 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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FUTURE FINTECH GROUP
INC.

December 9, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Future FinTech Group Inc.

Registration Statement on
Form S-3

File No. 333-224686

Acceleration Request

Requested Date:          December
11, 2020

Requested Time:         4:00
p.m. Eastern Time

Ladies and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Future FinTech Group Inc. (the “Company”)
hereby respectfully requests the Securities and Exchange Commission (the “Commission”) to accelerate the effective
date of the above- referenced Registration Statement and declare such Registration Statement effective at the “Requested
Date” and “Requested Time” set forth above or as soon thereafter as practicable.

In
connection with the acceleration request, the Company hereby acknowledges that:

    ●
    should the Commission or the staff of the Commission (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 Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If
you have any further comments, require any further information or if any questions should arise in connection with this submission,
please call Mr. Jeffrey Li at (703) 618-2503 at FisherBroyles, LLP.

Very truly yours,

Future FinTech Group Inc.

By: /s/ Shanchun Huang

Name: Shanchun Huang

Title: Chief Executive Officer
and Director

CORRESP
1
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November 4, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0405

Attention: Mara L. Ransom

    Re:
    Future FinTech Group Inc.

        Amendment No. 2 to Registration Statement on Form S-3

        Response date November 4, 2020

        File No. 333-224686

Dear Ms. Ransom:

Future FinTech Group Inc. (“FTFT” or the “Company”
and sometimes referred to as “we” or “our”) is submitting this letter and the following information in
response to a letter, dated September 29, 2020, from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-3
(the “Registration Statement”) filed with the Commission on May 4, 2018, as amended on August 24, 2020.

Concurrently with the submission of this letter, the Company
is filing Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”) via EDGAR with
the Commission.

The Staff’s comments are repeated below in bold and are
followed by the Company’s responses. In addition to revising the disclosure in response to the Staff’s comments, the
Company has also included other information and data to reflect recent developments.

Registration Statement on Form S-3

 1. We
                                         note your response to prior comment 3 and your indication that you “didn’t
                                         purchase the 20,000,000 of the INU Tokens.” The disclosure in your annual report
                                         on Form 10-K for the period ended December 31, 2019 suggests otherwise on pages 50 and
                                         56 where you discuss impairment to your long term investments, attributable mainly to
                                         the INU Digital Asset Token and 10% equity investment in InUnion Chain Limited. Also,
                                         your most recent quarterly report on Form 10-Q for the period ended June 30, 2020 indicates
                                         that you continue to hold these long term investments. Please advise.

Response: On June 22, 2018, the Company through its wholly
owned subsidiary entered into the InUnion Chain Ltd. Shares Transfer and INU Digital Assets Investment Agreement (the
“Agreement”) with Lake Chenliu and InUnion Chain Ltd. (“InUnion”). Pursuant to the Agreement, the Company
shall also purchase 20,000,000 INU tokens issued by InUnion (the “INU Tokens”) for an aggregate purchase price of
$1,000,000, which shall be paid within 180 days of the Agreement. However, due to lack of capital, the Company eventually did
not purchase any of 20,000,000 INU tokens. We had typographical errors in Form10-K for the year ended December 31, 2019 (the “Form
10-K”) that incorrectly stated our long term investment in InUnion Chain Limited (“InUnion”) included the INU
Digital Assets Token and 10% equity investment in InUnion, however, it should only be 10% equity investment in InUnion without
any INU Digital Assets Token, as the Company didn’t purchase or own any INU Digital Assets Token. We have filed the Amendment
No. 1 to the Form 10-K to correct the errors.

 2. Elaborate
                                         upon your cross-border e-commerce platform (NONOGIRL), which you state will be formally
                                         launched in the third quarter of 2020.

Response: The NONOGIRL platform was formally launched in July 2020.  Currently, the Android version app of the platform has been launched on Googleplay, Tencent Application Treasure, Xiaomi, OPPO, and VIVO application stores, and the IOS version app of the platform has been launched on Apple App Store . As of September 30, 2020, there were 10,450 registered users of the NONOGIRL platform, of which 1,210 were in China and 9,240 were outside of China. We will revise the Registration Statement to include such information. We have revised the disclosure to elaborate our cross-border e-commerce platform (NONOGIRL) on page 2 of the Registration Statement.

 3. Clarify
the business of DCON. You describe it as a “technical service and support for real name and blockchain based assets,”
however, your Form 10-Q for the period ended June 30, 2020 describes DCON as a “digital payment system.” Please revise
your disclosure to elaborate upon this aspect of your business and, in doing so, clarify whether DCON operates a digital payment
system.

Response:
 The Company originally acquired DCON as a digital payment system in January 2018 and has developed a mBTC and Bitcoin (BTC)
exchange system so that mBTC can be used as a more practical payment method on blockchain platform for consumers.  The mBCT
and BTC exchange system has been built, however, the related business has not generated meaningful revenues and the Company has
recently decided to implement a new business plan for DCON to use its technical capacity to provide services and support for blockchain
based assets, their operating entities and other financial institutions.  Although we still have mBTC exchange and payment
system, it is not in active operation as a digital payment system now and our focus for DCON now is to provide technical services
and support for blockchain based assets, their operating entities and other financial institutions.

If you have any further comments or require any further
information or if any questions should arise in connection with this submission, please call Mr. Jeffrey Li at (703) 618-2503 at
FisherBroyles, LLP.

    Very truly yours,

    /s/ Shanchun Huang

    Shanchun Huang

        Chief Executive Officer

        Future FinTech Group Inc.

Mail Stop 3561

September 29 , 2020

Shanchun Huang
Chief Executive Officer
Future FinTech Group Inc.
2103 Tower A, SK Plaza
A6 JianGuoMenWai Avenue
Chaoyang District
Beijing, P.R. China 100022

Re: Future FinTech Group Inc.
Amendment No. 1 to Registration Statement on Form S -3
Filed August 24, 2020
File No. 333-224686

Dear Mr. Huang :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply t o your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filings and the information you provide in
response to these comments, we may have additional comment s.   Unless we note otherwise, our
references to prior comment are to the comments in our February 7, 2019 letter.

Registration Statement on Form S -3

1. We note your response to prior comment 3 and your indication that you “didn’t purchase
the 20 ,000,000 of the INU Tokens.”  The disclosure in your annual report on Form 10 -K
for the period ended December 31, 2019 suggests otherwise on pages 50 and 56 where
you discuss impairment to your long term investments, attributable mainly to the INU
Digital Asset Token and 10% equity investment in InUnion Chain Limited.   Also, your
most recent quarterly report on Form 10 -Q for the period ended June 30, 2020 indicates
that you continue to hold these long term investments.  Please advise.

Shanchun Huang
Future FinTech Group Inc.
September 29 , 2020
Page 2

 2. Elaborate upon you r cross -border e -commerce platform (NONOGIRL), which you state
will be formally launched in the thi rd quarter of 2020.

3. Clarify the business of DCON.  You describe it as a “technical service and support for
real name and blockchain based assets,” however,  your Form 10 -Q for the period ended
June 30, 2020 describes DCON as a “digital payment system.”  Please revise your
disclosure to elaborate upon this aspect of your business and, in doing so, clarify whether
DCON operates a digital payment system.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact me at (202) 551 -3564 with any other quest ions.

Sincerely,

 /s/ Mara L. Ransom

 Mara L. Ransom
Office Chief
Office of Trade & Services

CORRESP
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August 24, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-0405

Attention:
Karina V. Dorin

    Re:
    Future
    FinTech Group Inc.

    Registration
                                         Statement on Form S-3

        Response
        date  August 24, 2020

        File
        No. 333-224686

Dear
Ms. Dorin:

Future FinTech Group Inc. (“FTFT”
or the “Company” and sometimes referred to as “we” or “our”) is submitting this letter and
the following information in response to a letter, dated February 7, 2019, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration
Statement on Form S-3 (the “Registration Statement”) filed with the Commission on May 4, 2018.

Concurrently with the submission of this
letter, the Company is filing Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”)
via EDGAR with the Commission.

The Staff’s comments are repeated below in bold and are
followed by the Company’s responses. In addition to revising the disclosure in response to the Staff’s comments, the
Company has also included other information and data to reflect recent developments.

General

    1.
    We
    note your response to comment 1 and reissue it in part. Disclosure at page 9 of your quarterly report on Form 10-Q for the
    quarter ended September 30, 2018 states that the Shared Shopping Mall is expected to be in operation in December 2018. Please
    disclose whether your Shared Shopping Mall platform will provide for other digital currencies, in addition to mBTC and Bitcoin,
    to be exchanged on that platform and, if so, describe all such other digital currencies, their respective characteristics,
    and whether you believe such platform will be required to be registered as a national securities exchange, an alternative
    trading system or broker-dealer under the Securities Exchange Act of 1934.

Response: The Shared Shopping Mall platform, Chain
Cloud Mall (CCM) was officially launched in January 2019 and it does not provide, support or accept any digital currency payments
or exchanges, including mBTC or Bitcoin. The Company has determined that CCM is and will continue to be a block-chain based shopping
mall for merchants and goods, not the exchange of digital currencies, and it only accepts payment from credit cards, Alipay and
Wechat.

    2.
    Your
    response to comment 1 states that the DCON Token is different and separate from mBTC and that any party that wants to provide
    exchange services on the DCON platform will be required to pledge/deposit certain amounts of DCON token with the platform
    “for the potential liabilities.” Please further explain this requirement and clarify the difference between your
    DCON token and mBTC. Additionally, you indicate in response to comment 2 that DCON tokens might be considered to be securities.
    Please include risk factor disclosure discussing the regulatory framework applicable to these assets, particularly with respect
    to their issuance and trading in secondary markets.

    Response: due to the regulatory consideration, the Company has stopped the business plan of issuing any DCON Token and retracted all the outstanding DCON Tokens that were previously issued.  As discussed in our previously response to Staff, when the Company acquired DCON in January 2018, it had 100 million tokens issued and outstanding, which are completely pre-mined tokens. These tokens were issued to its management and technician teams, the DCON foundation or given away for free during the platform’s promotional period and they haven’t been issued for consideration.  DCON has not issued any additional tokens since it was acquired by the Company in January 2018. In the future, DCON plans to provide technical service and support for real name, blockchain based assets, their operating entities and other financial institutions. DCON will develop financial and credit related big data mining algorithm for financial institutions and provide blockchain payment verification service to generate its revenue.

    1

    3.
    We
    note your response to comment 2 and reissue it in part. Please provide us with analysis explaining whether mBTC and INU tokens
    are securities as defined in Section 2(a)(1) of the Securities Act. In addition, please tell us whether you intend on holding
    these tokens or any other digital assets. Your analysis should specifically address the distinct characteristics of each kind
    of token or other digital currency and how those characteristics affect your conclusions.

    Response: We do not believe that mBTC is a security as defined in Section 2(a)(1) of the Securities Act. The mBTC has a fixed exchange rate of 1,000,000 for 1 BTC and it will not increase or decrease its value based upon the operations or development of the DCON platform. The value of mBTC might increase or decrease in connection with the value of BTC, which is not currently considered to be a security by the SEC. Any such fluctuations will be separate from the DCON platform and we do not believe that mBTC holders could have a reasonable expectation of profit in connection with development of the platform. As such, we do not believe mBTC is an investment contract or instrument in a common enterprise with a reasonable expectation of profit to be derived from the entrepreneurial or managerial efforts of others. See SEC v. Edwards, 540 U.S. 389, 393 (2004); SEC v. W.J. Howey Co., 328 U.S. 293, 301 (1946); see also United Housing Found., Inc. v. Forman, 421 U.S. 837, 852-53 (1975). In addition, as discussed above, DCON no longer conducts its mBTC and BTC exchange business and will only provide technical service and support for real name, blockchain based assets, their operating entities and other financial institutions.

    In
    June, 2018, Digipay Fintech Limited (“Digipay”), a wholly-owned subsidiary of the Company enter into an agreement
    to purchase a 10% equity ownership interest in InUnion Chain Ltd. (“InUnion”) as well as 20,000,000 of the INU
    tokens issued by InUnion. Due to lack of capital, the Company eventually didn’t purchase the 20,000,000 of the INU tokens.
    We are a minority owner of InUnion and don’t own any INU tokens, therefore we do not believe we are well placed to conduct
    such an analysis because we are not, and were not, involved in the creation, distribution or maintenance of the InUnion Token
    and do not have knowledge of or access to the information that would be necessary to analyze whether the InUnion Tokens are
    securities as defined in Section 2(a)(1) of the Securities Act.

    4.
    We
    note you state that you do not consider yourself to be an investment company and that you do not have an intention to become
    one in the future in your response to comment 3. Please revise your disclosure to include a brief discussion of the Investment
    Company Act of 1940 and provide risk factor disclosure addressing the risks to maintaining an exemption from registration
    under such Act.

    Response:
    We has revised our disclosure to include a brief discussion of the Investment Company Act of 1940 and provide risk factor
    disclosure addressing the risks to maintaining an exemption from registration under such Act.

Form 8-K filed October 30, 2018

Exhibit 99.1

    5.
    It
    appears that you generate revenues from your current fruit juice business and are in the developmental stages with your new
    focus on fintech and blockchain technology. In your response to prior comment 2, you indicate that you have not yet determined
    whether the Shared Shopping Mall will issue tokens. However, you state in your investor presentation that the Shared Shopping
    Mall “will issue tokens by using the first real-name blockchain technology developed by NRC.” Please explain this
    apparent inconsistency to us and ensure that your public statements are consistent with the disclosures in your filings. Additionally,
    please tell us your basis for including the growth and trading volume projections for the Shared Shopping Mall for years 2019
    – 2021 at pages 17 – 19 of your investor presentation given your developmental stage status.

    Response: The Company has sold its fruit juice business in February
2020 and currently generate its revenues from its CCM shopping mall. The Company has determined the shared shopping mall will not
issue or accept tokens as a payment method for its platform and it only accepts payment by credit card, Alipay or WeChat. In the
investor presentation, we meant to communicate that the stores on our platform may issue anti-counterfeit tokens (digital certificates)
generated by block-chain that was in development at that time, which has been developed into the anti-counterfeiting QR codes that
are currently used by the stores on CCM. We assist the stores on our platform to generate anti-counterfeit QR codes using block-chain,
which will be unique and attached to the products sold by such stores.

    2

Back in October, 2018, we made the growth and
trading volume projections for the Shared Shopping Mall based upon projections of the future number of VIP members on the platform,
our increased efforts for the online marketing campaign and on-the-ground promotions to attract customers becoming VIP members
as well as the growth of China online retail market. In China, revenues received by the online retail market reached RMB 6.55 trillion
in 2017, and it was expected the number in 2018 would have reached RMB 7.69 trillion based on the information from iMedia Group.
Based on our sales and marketing department’s development plan and their discussion with outside on-the-ground and online
promotion teams, we projected that VIP members for the Shared Shopping Mall would reach 1 million, 5 million and 50 million for
2019, 2020 and 2021, respectively. According to original design, only VIP members could open stores on our platform and the minimum
purchase amount in stores on our platform required to become a VIP member is RMB 5,000, which would be subject to renewal every
100 days. Based upon the projected number of VIP members, we estimated the revenue generated by all stores on our platform for
2019 would be RMB 5 billion, excluding spending by the customers who did not reach the RMB 5,000 level (non-VIP members spending).
Based on that model and with the further development and increased functionality of the mall, we expected the annual spending for
a single VIP member in the mall would reach RMB 10,000 after 2019. Therefore, we estimated the revenues generated by all the stores,
including by VIP members and non-VIP members in the mall, for 2020 and 2021 as described in the presentation.

However,
the online marketing campaign and on-the-ground promotions for our shared shopping mall encountered bottle neck in early 2019
and the registrations of VIP members grew much slower than we originally projected after certain initial success. Also, due to
the trade war between US and China since September 2018, the overall economy in China has slowed down very much starting 2019
which also materially affect the growth our VIP members.

In
early 2020, the COVID-19 epidemic outbreak further delayed the Company’s marketing plan and materially adversely affected
the Company’s promotion strategy. In order to prevent and control the spread of the pandemic, the Chinese governments issued
administrative orders to impose travel and public gathering restrictions as well as to work from home and self-quarantine. The
Company and its marketing and promotion teams were unable to carry out in-person promotion activities and face-to-face meetings
and conference with potential clients, which greatly affected the development of new members. Currently, there are still ongoing
restrictions on large conference, promotion activities and gatherings in China. The Company’s previous promotion strategy
relied on the training of members and distributors through meetings and conferences. These restrictions made the promotion strategy
for CCM difficult to implement. As a result, the Company is currently lacking the ability to promote the use of the CCM shopping
mall through existing marketing strategies and might have to adopt new strategy with the prolonged outbreak of Covid-19. The Company
currently cannot reasonably predict when the business activities can fully be back to normal as to the level before the outbreak
of COVID-19.

If
you have any further comments or require any further information or if any questions should arise in connection with this submission,
please call Mr. Jeffrey Li at (202) 298-1735 at Foster Garvey, P.C.

    Very
    truly yours,

    /s/
    Shanchun Huang

    Shanchun
    Huang

    Chief
                                         Executive Officer

        Future
        FinTech Group Inc.

3

January 29, 2020
Yongke Xue
Chief Executive Officer
Future FinTech Group Inc.
23F, China Development Bank Tower
No. 2 Gaoxin 1st Road
Xi’an, Shaanxi, China 710075
Re:Future FinTech Group Inc.
Preliminary Proxy Statement on Schedule 14A
Filed October 11, 2019
File No. 001-34502
Dear Mr. Xue:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeffrey Qiong Li, Esq.

January 24, 2020
Yongke Xue
Chief Executive Officer
Future FinTech Group Inc.
23F, China Development Bank Tower
No. 2 Gaoxin 1st Road
Xi’an, Shaanxi, China 710075
Re:Future FinTech Group Inc.
Amendment No. 4 to Preliminary Proxy Statement on Schedule 14A
Filed January 23, 2020
File No. 001-34502
Dear Mr. Xue:
            We have limited our review of your filing to those issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Our references to prior comments are to comments in our January 21, 2020 letter.
Preliminary Proxy Statement on Schedule 14A filed January 23, 2020
Unaudited Pro Forma Condensed Consolidated Balance Sheet, page 33
1.We note the changes made to this statement in response to comment 2.  Please revise to
correctly add up the sub-totals and totals of the HeDeTang HK column, as these amounts
are not consistent with the September 30, 2019 balance sheet of HeDeTang HK presented
on page 39.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Charles Eastman at 202-551-3794 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters.  Please

 FirstName LastNameYongke  Xue
 Comapany NameFuture FinTech Group Inc.
 January 24, 2020 Page 2
 FirstName LastName
Yongke  Xue
Future FinTech Group Inc.
January 24, 2020
Page 2
contact Tim Buchmiller at 202-551-3635 or Russell Mancuso at 202-551-3617 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeffrey Qiong Li, Esq.

CORRESP
1
filename1.htm

Future
FinTech Group Inc.

January 24, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0405

    Attn:

        Charles Eastman

        Martin James

        Tim Buchmiller

        Russell Mancuso

    Re:
    Future FinTech Group Inc.

        Amendment No. 4 to Preliminary Proxy Statement on Schedule
        14A

        Filed January 23, 2020

        File No. 001-34502

Dear Mr. Eastman, Mr. James, Mr. Buchmiller and Mr. Mancuso:

Future FinTech Group Inc. (“FTFT”
or the “Company” and sometimes referred to as “we” or “our”) is filing a response to the SEC
Comment Letter, dated January 24, 2020 (the “Comment Letter”), in connection with complying with the issues and outstanding
disclosure items set forth therein.

For convenience of reference, we have included
in this response letter the same caption and paragraph numbers, as well as the text of the comments, set forth in the Comment Letter
followed by our responses thereto.

To facilitate your review, we have separately
delivered to you four courtesy copies of the Amendment No. 5 to Preliminary Proxy Statement, marked to show changes to Amendment
No. 4 to Preliminary Proxy Statement.

Preliminary Proxy Statement on Schedule
14A filed January 23, 2020

Unaudited Pro Forma Condensed Consolidated
Financial Information, page 33

    1.
    We note the changes made to this statement in response to comment 2. Please revise to correctly add up the sub-totals and totals of the HeDeTang HK column, as these amounts are not consistent with the September 30, 2019 balance sheet of HeDeTang HK presented on page 39.

Response: We have revised
the sub-totals and totals of the HeDeTang HK column on the unaudited pro forma statements of operations presented on page 33.

If you have any further comments or require
any further information or if any questions should arise in connection with this submission, please call Mr. Jeffrey Li at (202)
298-1735 at Foster Garvey, P.C.

    Very truly yours,

    /s/ Yongke Xue

    Yongke Xue

    Chief Executive Officer

    Future FinTech Group Inc.

CORRESP
1
filename1.htm

Future
FinTech Group Inc.

January 23, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0405

    Attn:

        Charles Eastman

        Martin James

        Tim Buchmiller

        Russell Mancuso

    Re:
    Future FinTech Group Inc.

        Amendment No. 3 to Preliminary Proxy Statement on Schedule
        14A

        Filed January 13, 2020

        File No. 001-34502

Dear Mr. Eastman, Mr. James, Mr. Buchmiller and Mr. Mancuso:

Future FinTech Group Inc. (“FTFT”
or the “Company” and sometimes referred to as “we” or “our”) is filing a response to the SEC
Comment Letter, dated January 21, 2020 (the “Comment Letter”), in connection with complying with the issues and outstanding
disclosure items set forth therein.

For convenience of reference, we have included
in this response letter the same caption and paragraph numbers, as well as the text of the comments, set forth in the Comment Letter
followed by our responses thereto.

To facilitate your review, we have separately
delivered to you four courtesy copies of the Amendment No. 4 to Preliminary Proxy Statement, marked to show changes to Amendment
No. 3 to Preliminary Proxy Statement.

Preliminary Proxy Statement on Schedule 14A filed January
13, 2020

Unaudited Pro Forma Condensed Consolidated Financial Information,
page 32

    1.
    We note that the changes made in response to comment 3 were not fully compliant. Please further revise the unaudited pro forma statements of operations presented on pages 34 and 35 to remove the basic and diluted earnings per share information relating to discontinued operations. Refer to Instruction 1 to Rule 11-02 of Regulation S-X.

Response: We have revised
the unaudited pro forma statements of operations presented on pages 34 and 35 of the Preliminary Proxy Statement according to the
Instruction 1 to Rule 11-02 of Regulation S-X.

Notes to Unaudited Pro Forma Condensed Consolidated Financial
Statements Notes of Pro Forma Adjustments, page 38

    2.
    We note that the revised notes to the pro forma adjustments included in response to comment 2 are overly broad and do not describe the specific adjustments that are referenced to them. For example, the $7,983,827 pro forma adjustment to Other receivables is referenced to note (1), but the note does not explain what the adjustment represents and why Other receivables would increase by that amount as a result of the planned sale. The same is true for the $6,113,792 pro forma adjustment increasing Accrued expenses. Please revise your notes to include clear and specific descriptions of the pro forma adjustments referenced to them.

Response: In the Preliminary
Proxy Statement that the Company filed previously, we incorrectly recorded intercompany receivables and intercompany payable of
$7.98 million in the financial statement of HeDeTang HK. We have reversed the wrong general entry. We have also revised the notes
to include clear and specific descriptions of the pro forma adjustments referenced to them on page 38.

Notes to Consolidated
Financial Statements of Hedetang HongKong, page 41

    3.
    Please revise to include notes to the financial statements that disclose the material components of Other Receivables and Accrued Expenses and to describe the transactions that resulted in the amounts being recorded.

Response: We have revised
the notes to the financial statements and disclosed the material components of Other Receivables and Accrued Expenses on page 48.

If you have any further comments or require
any further information or if any questions should arise in connection with this submission, please call Mr. Jeffrey Li at (202)
298-1735 at Foster Garvey, P.C.

    Very truly yours,

    /s/ Yongke Xue

    Yongke Xue

    Chief Executive Officer

    Future FinTech Group Inc.

January 21, 2020
Yongke Xue
Chief Executive Officer
Future FinTech Group Inc.
23F, China Development Bank Tower
No. 2 Gaoxin 1st Road
Xi’an, Shaanxi, China 710075
Re:Future FinTech Group Inc.
Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A
Filed January 13, 2020
File No. 001-34502
Dear Mr. Xue:
            We have limited our review of your filing to those issues we have addressed in our
comments. In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our January 8,
2020 letter.
Preliminary Proxy Statement on Schedule 14A filed January 13, 2020
Unaudited Pro Forma Condensed Consolidated Financial Information, page 32
1.We note that the changes made in response to comment 3 were not fully compliant.
Please further revise the unaudited pro forma statements of operations presented on pages
34 and 35 to remove the basic and diluted earnings per share information relating to
discontinued operations.  Refer to Instruction 1 to Rule 11-02 of Regulation S-X.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
Notes of Pro Forma Adjustments, page 38
2.We note that the revised notes to the pro forma adjustments included in response
to comment 2 are overly broad and do not describe the specific  adjustments that are

 FirstName LastNameYongke  Xue
 Comapany NameFuture FinTech Group Inc.
 January 21, 2020 Page 2
 FirstName LastName
Yongke  Xue
Future FinTech Group Inc.
January 21, 2020
Page 2
referenced to them.  For example, the $7,983,827 pro forma adjustment to Other
receivables is referenced to note (1), but the note does not explain what the adjustment
represents and why Other receivables would increase by that amount as a result of the
planned sale.  The same is true for the $6,113,792 pro forma adjustment increasing
Accrued expenses.  Please revise your notes to include clear and specific descriptions of
the pro forma adjustments referenced to them.
Notes to Consolidated Financial Statements of Hedetang HongKong, page 41
3.Please revise to include notes to the financial statements that disclose the material
components of Other Receivables and Accrued Expenses and to describe the transactions
that resulted in the amounts being recorded.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Charles Eastman at (202) 551-3794 or Martin James, Senior Advisor, at
(202) 551-3671 if you have questions regarding comments on the financial statements and
related matters.  Please contact Tim Buchmiller at (202) 551-3635 or Russell Mancuso at (202)
551-3617 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeffrey Qiong Li, Esq.

CORRESP
1
filename1.htm

Future
FinTech Group Inc.

January 13, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0405

    Attn:

        Charles Eastman

        Martin James

        Tim Buchmiller

        Russell Mancuso

    Re:
    Future FinTech Group Inc.

        Amendment No. 2 to Preliminary Proxy Statement on Schedule
        14A

        Filed January 6, 2019

        File No. 001-34502

Dear Mr. Eastman, Mr. James, Mr. Buchmiller and Mr. Mancuso:

Future FinTech Group Inc. (“FTFT”
or the “Company” and sometimes referred to as “we” or “our”) is filing a response to the SEC
Comment Letter, dated January 8, 2020 (the “Comment Letter”), in connection with complying with the issues and outstanding
disclosure items set forth therein.

For convenience of reference, we have included
in this response letter the same caption and paragraph numbers, as well as the text of the comments, set forth in the Comment Letter
followed by our responses thereto.

To facilitate your review, we have separately
delivered to you four courtesy copies of the Amendment No. 3 to Preliminary Proxy Statement, marked to show changes to Amendment
No. 2 to Preliminary Proxy Statement.

Preliminary Proxy Statement on Schedule 14A filed January
6, 2020

Summary of Implementation of Evaluation Process, page
24

 1. We note your reference on page 25 to an attached qualification. Please see Regulation ST Item
306 regarding foreign language documents, and revise your filing accordingly.

Response:
We have revised our filing and included the translated qualification certificate in English as Exhibit 2 to the Preliminary
Proxy Statement.

Unaudited Pro Forma Condensed Consolidated Financial Information,
page 32

 2. Revise the format of the unaudited pro forma condensed
consolidated balance sheet and statements of operations to be consistent with the guidance in Instruction 3 to Rule 11-02 of Regulation
S-X. Include appropriately titled columns to separately present (i) the historical financial information of company, (ii) the
historical financial information of the business being divested, (iii) the pro forma adjustments necessary to arrive at the remainder
of the existing entity, and (iv) the company on a pro forma basis. Clearly reference each pro forma adjustment to the note or
notes that explain the assumptions involved.

Response:
We have revised the format of the unaudited pro forma condensed consolidated balance sheet and statements of operations on page
33 of the Preliminary Proxy Statement.

 3. Revise the unaudited pro forma statements of operations to only reflect results up to your income
from continuing operations. Please refer to Instruction 1 to Rule 11-02 of Regulation S-X.

Response:
We have revised the unaudited pro forma statements of operations to only reflect results up to our income from continuing operations
on page 35 of the Preliminary Proxy Statement.

 4. Consistent with Rule 11-02(b)(6) of Regulation S-X, please revise the second introductory paragraph
as well as your basis of presentation on page 38 to clearly explain that the unaudited pro forma balance sheet assumes that the
sale of HeDeTang HK was consummated at September 30, 2019 and that the unaudited pro forma statements of operations for the periods
ended December 31, 2018 and September 30, 2019, respectively, assume that the sale was consummated at the beginning of the periods
presented (i.e., January 1, 2018). Revise your pro forma adjustments and the notes thereto to reflect that guidance.

Response:
We have revised the second introductory paragraph as well as our basis of presentation on pages 36 and 38 of the Preliminary Proxy
Statement.

 5. Revise the second introductory paragraph to remove the reference to “projected statements
of operations” and revise the third introductory paragraph and all other sections of the presentation to use the term “historical”
instead of “actual” when referring to the company’s consolidated financial statements. Further, in light of the fact
that the transaction has not yet been consummated, please remove the disclosure at the end of the third paragraph indicating that
the consolidated financial statements included in the company’s September 30, 2019 Form 10-Q are on a post-Sale Transaction basis.

Response:
We have revised the second introductory paragraph and removed the reference to “projected statements
of operations” and revised the third introductory paragraph and all other sections of the presentation to use the term “historical”
instead of “actual” when referring to the company’s consolidated financial statements on page 32 of the Preliminary
Proxy Statement. We also have removed the disclosure at the end of the third paragraph indicating that the consolidated financial
statements included in the company’s September 30, 2019 Form 10-Q are on a post-Sale Transaction basis.

 6. Revise the fourth introductory paragraph to correctly indicate that the unaudited pro forma
condensed consolidated balance sheet and statements of operations include pro forma adjustments which reflect transactions and
events that are directly attributable to the Sale Transaction, and not the “post Sale Transaction” as currently disclosed.

Response:
We have revised the fourth introductory paragraph to correctly indicate that the unaudited pro forma condensed consolidated balance
sheet and statements of operations include pro forma adjustments which reflect transactions and events that are directly attributable
to the Sale Transaction on page  32 of the Preliminary Proxy Statement.

    2

Unaudited
Pro Forma Condensed Consolidated Balance Sheet, page 33

 7. As disclosed in your note 2 to your pro forma adjustments,
the increase to your accounts receivable of $66,561,464 is the previously eliminated intercompany receivable from HeDeTang HK.
Given that the revenues of HeDeTang HK, and the underlying fruit business, are minimal please tell us how you assessed the collectability
of the amount due.

Response:
In the Preliminary Proxy Statement filed on January 6, 2020, the Company incorrectly recorded intercompany receivables of
$66,789,831 from HeDeTang HK, which is mainly related with a long-term investment from FTFT to the subsidiaries of HeDeTang HK,
in the accounts receivable. We have reclassified it into other receivables from HeDeTang HK, which is then offset with intercompany
accrued expenses from HeDeTang HK.

The
current accounts receivable of the Company after the Sale Transaction is $31,029, and other receivables is $8.36 million, which
is mainly related with the creditor’s rights acquired from Shaanxi Chunlu Ecological Agriculture Co., Ltd. and Shaanxi Fuchen
Venture Capital Management Co., Ltd. Based on the best available facts and circumstances, management believes that this amount
is collectible.

 8. Please provide us with a balanced journal entry that shows how you recorded the pro forma adjustments
resulting from the assumptions described in note 2 on page 38. Show us each balance sheet caption impacted and revise the Notes
column on this statement to reference them to note 2. Further, tell us how you considered the zero net asset value of HeDeTang
HK reported by your independent valuation expert when concluding that this pro forma adjustment is factually supportable.

Response: As mentioned above,
we have revised the journal entry related with note 2 in Preliminary Proxy Statement filed on January 6, 2020.

The
asset valuation is used in the appraisal of the equity value of HeDeTang HK. Assets and liabilities are valued at their fair market
value based on the balance sheet date, to determine the equity value of HeDeTang HK. As the subsidiaries of HeDeTang HK have large
amounts of liabilities on their books (unpaid bank loans due to insolvency), the value of the assets cannot cover the liabilities,
therefore, the appraisal value of HeDeTang HK’s shareholders equity is zero. The Company’ historical consolidated
financial statements included the financial statements of HeDeTang HK. The valuation of HeDeTang HK has no impact on the pro forma
adjustment.

If you have any further comments or require
any further information or if any questions should arise in connection with this submission, please call Mr. Jeffrey Li at (202)
298-1735 at Foster Garvey, P.C.

    Very truly yours,

    /s/ Yongke Xue

    Yongke Xue

    Chief Executive Officer

    Future FinTech Group Inc.

3

January 8, 2020
Yongke Xue
Chief Executive Officer
Future FinTech Group Inc.
23F, China Development Bank Tower
No. 2 Gaoxin 1st Road
Xi’an, Shaanxi, China 710075
Re:Future FinTech Group Inc.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Filed January 6, 2020
File No. 001-34502
Dear Mr. Xue:
            We have limited our review of your filing to those issues we have addressed in our
comments. In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our January 3,
2020 letter.
Preliminary Proxy Statement on Schedule 14A filed January 6, 2020
Summary of Implementation of Evaluation Process, page 24
1.We note your reference on page 25 to an attached qualification.  Please see Regulation S-
T Item 306 regarding foreign language documents, and revise your filing accordingly.
Unaudited Pro Forma Condensed Consolidated Financial Information, page 32
2.Revise the format of the unaudited pro forma condensed consolidated balance sheet and
statements of operations to be consistent with the guidance in Instruction 3 to Rule 11-02
of Regulation S-X. Include appropriately titled columns to separately present (i) the
historical financial information of company, (ii)  the historical financial information of the
business being divested, (iii) the pro forma adjustments necessary to arrive at the

 FirstName LastNameYongke  Xue
 Comapany NameFuture FinTech Group Inc.
 January 8, 2020 Page 2
 FirstName LastName
Yongke  Xue
Future FinTech Group Inc.
January 8, 2020
Page 2
remainder of the existing  entity, and (iv) the company on a pro forma basis. Clearly
reference each pro forma adjustment to the note or notes that explain the assumptions
involved.
3.Revise the unaudited pro forma statements of operations to only reflect results up to your
income from continuing  operations. Please refer to Instruction 1 to Rule 11-02 of
Regulation S-X.
4.Consistent with Rule 11-02(b)(6) of Regulation S-X, please revise the second introductory
paragraph as well as your basis of presentation on page 38 to clearly explain that the
unaudited pro forma balance sheet assumes that the sale of HeDeTang HK was
consummated at September 30, 2019 and that the unaudited pro forma statements of
operations for the periods ended December 31, 2018 and September 30, 2019,
respectively, assume that the sale was consummated at the beginning of the periods
presented (i.e., January 1, 2018). Revise your pro forma adjustments and the notes thereto
to reflect that guidance.
5.Revise the second introductory paragraph to remove the reference to "projected statements
of operations" and revise the third introductory paragraph and all other sections of the
presentation to use the term "historical" instead of "actual" when referring to the
company's consolidated financial statements. Further, in light of the fact that the
transaction has not yet been consummated, please remove the disclosure at the end of the
third paragraph indicating that the consolidated financial statements included in the
company's September 30, 2019 Form 10-Q  are on a post-Sale Transaction basis.
6.Revise the the fourth introductory paragraph to correctly indicate that the unaudited pro
forma condensed consolidated balance sheet and statements of operations include pro
forma adjustments which reflect transactions and events that are directly attributable to the
Sale Transaction,  and not the "post Sale Transaction" as currently disclosed.
Unaudited Pro Forma Condensed Consolidated Balance Sheet, page 33
7.As disclosed in your note 2 to your pro forma adjustments, the increase to your accounts
receivable of $66,561,464 is the previously eliminated intercompany receivable from
HeDeTang HK.  Given that the revenues of HeDeTang HK, and the underlying fruit
business, are minimal please tell us how you assessed the collectability of the amount due.
8.Please provide us with a balanced journal entry that shows how you recorded the pro
forma adjustments resulting from the assumptions described in note 2 on page 38. Show
us each balance sheet caption impacted and revise the Notes column on this statement to
reference them to note 2.  Further, tell us how you considered the zero net asset value of
HeDeTang HK reported by your independent valuation expert when concluding that this
pro forma adjustment is factually supportable.

 FirstName LastNameYongke  Xue
 Comapany NameFuture FinTech Group Inc.
 January 8, 2020 Page 3
 FirstName LastName
Yongke  Xue
Future FinTech Group Inc.
January 8, 2020
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Charles Eastman at (202) 551-3794 or Martin James, Senior Advisor, at
(202) 551-3671 if you have questions regarding comments on the financial statements and
related matters.  Please contact Tim Buchmiller at (202) 551-3635 or Russell Mancuso at (202)
551-3617 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeffrey Qiong Li, Esq.

CORRESP
1
filename1.htm

Future FinTech Group Inc.

January 6, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0405

    Attn:

        Charles Eastman

        Martin James

        Tim Buchmiller

        Russell Mancuso

    Re:
    Future FinTech Group Inc.

        Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A

        Filed December 26, 2019

        File No. 001-34502

Dear Mr. Eastman, Mr. James, Mr. Buchmiller and Mr. Mancuso:

Future FinTech Group Inc. (“FTFT”
or the “Company” and sometimes referred to as “we” or “our”) is filing a response to the SEC
Comment Letter, dated January 3, 2020 (the “Comment Letter”), in connection with complying with the issues and outstanding
disclosure items set forth therein.

For convenience of reference, we have included
in this response letter the same caption and paragraph numbers, as well as the text of the comments, set forth in the Comment Letter
followed by our responses thereto.

To facilitate your review, we have separately delivered to you four
courtesy copies of the Amendment No. 2 to Preliminary Proxy Statement, marked to show changes to Amendment No. 1 to Preliminary
Proxy Statement.

Preliminary Proxy Statement on Schedule 14A filed December
26, 2019

The Sale Transaction, page 22

1. We note your response to prior comment
4. Please provide in your proxy statement all disclosure required by Item 1015(b) of Regulation M-A, including the method of selection,
compensation received and to be received, instructions received from the subject company or affiliate, and any limitation imposed
by the subject company or affiliate on the scope.

Responses: We have revised the Preliminary Proxy Statement
to include all disclosure required by Item 1015(b) of Regulation M-A, including the method of selection, compensation received
and to be received, instructions received from the subject company or affiliate, and any limitation imposed by the subject company
or affiliate on the scope on page 25.

Unaudited Pro Forma Condensed Consolidated Financial Information,
page 32

2. We note that the pro forma financial statements provided in response
to comment 2 include pro forma adjustments referenced to notes (1) through (10). However, we note that the pro forma adjustments
described on page 38 are labelled (a) through (e) and do not appear to explain the adjustments in the statements. Please revise
the pro forma financial statements to include notes that correctly reference the pro forma adjustments and that explain the assumptions
involved. Refer to Rule 11-02(b)(6) of Regulation S-X.

Responses: We inadvertently omitted certain notes to the
pro forma adjustment and we have included these notes in the revised Preliminary Proxy Statement that correctly reference the pro
forma adjustments and explain the assumptions involved on page 38.

Unaudited Pro Forma Condensed Consolidated Balance Sheet,
page 33

3. We note the pro forma adjustment increasing accounts receivable,
net of allowance, at September 30, 2019 by $66,561,464. It appears, based on note (a) on page 38, that the adjustment reflects
“anticipated increased sales”. Please refer to Rule 11-02(b)(6) of Regulation S-X and explain to us how this pro forma
balance sheet adjustment is directly attributable to the transaction and factually supportable. Otherwise, please revise the pro
forma financial statements to remove the adjustment.

Responses: We inadvertently omitted
certain notes to the pro forma adjustment and we have included these notes in the revised Preliminary Proxy Statement that correctly
reference the pro forma adjustments, which explain how this pro forma balance sheet adjustment is directly attributable to the
transaction and factually supportable. The increase of accounts receivable, net of allowance, at September 30, 2019 by $66,561,464
in the pro forma adjustment is mainly due to the elimination of the intercompany receivables, including the long term investment
of the Company to HeDeTang HK and purchase price for certain creditor rights acquired in 2017.

General

4. Please include the information required by Schedule 14A Item
6(d).

Responses: We have revised the Preliminary Proxy Statement
to include the information of Beneficial Ownership of Principal Stockholders and Management on page 57.

If you have any further comments or require
any further information or if any questions should arise in connection with this submission, please call Mr. Jeffrey Li at (202)
298-1735 at Foster Garvey, P.C.

    Very truly yours,

    /s/ Yongke Xue

    Yongke Xue

    Chief Executive Officer

    Future FinTech Group Inc.

2

January 3, 2020
Yongke Xue
Chief Executive Officer
Future FinTech Group Inc.
23F, China Development Bank Tower
No. 2 Gaoxin 1st Road
Xi’an, Shaanxi, China 710075
Re:Future FinTech Group Inc.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed December 26, 2019
File No. 001-34502
Dear Mr. Xue:
            We have limited our review of your filing to those issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
October 28, 2019 letter.
Preliminary Proxy Statement on Schedule 14A filed December 26, 2019
The Sale Transaction, page 22
1.We note your response to prior comment 4.  Please provide in your proxy statement all
disclosure required by Item 1015(b) of Regulation M-A, including the method of
selection, compensation received and to be received, instructions received from the
subject company or affiliate, and any limitation imposed by the subject company or
affiliate on the scope.
Unaudited Pro Forma Condensed Consolidated Financial Information, page 32
2.We note that the pro forma financial statements provided in response to comment 2
include pro forma adjustments referenced to notes (1) through (10). However, we note that

 FirstName LastNameYongke  Xue
 Comapany NameFuture FinTech Group Inc.
 January 3, 2020 Page 2
 FirstName LastName
Yongke  Xue
Future FinTech Group Inc.
January 3, 2020
Page 2
the pro forma adjustments described on page 38 are labelled (a) through (e) and do not
appear to explain the adjustments in the statements. Please revise the pro forma financial
statements to include notes that correctly reference the pro forma adjustments and that
explain the assumptions involved.  Refer to Rule 11-02(b)(6) of Regulation S-X.
Unaudited Pro Forma Condensed Consolidated Balance Sheet , page 33
3.We note the pro forma adjustment increasing Accounts receivable, net of allowance, at
September 30, 2019  by $66,561,464.  It appears, based on note (a) on page 38, that the
adjustment reflects "anticipated increased sales". Please refer to Rule 11-02(b)(6) of
Regulation S-X and explain to us how this pro forma balance sheet adjustment is directly
attributable to the transaction and factually supportable. Otherwise, please revise the pro
forma financial statements to remove the adjustment.
General
4.Please include the information required by Schedule 14A Item 6(d).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Charles Eastman at (202) 551-3794 or Martin James, Senior Advisor, at
(202) 551-3671 if you have questions regarding comments on the financial statements and
related matters.  Please contact Tim Buchmiller at (202) 551-3635 or Russell Mancuso at (202)
551-3617 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeffrey Qiong Li, Esq.

CORRESP
1
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Future
FinTech Group Inc.

December
26, 2019

VIA
EDGAR

U.S. Securities
and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549-0405

    Attn:
    Charles
        Eastman

        Martin
        James

        Tim
        Buchmiller

        Russell
        Mancuso

    Re:
    Future FinTech Group
    Inc.

    Preliminary
        Proxy Statement on Schedule 14A Filed October 11, 2019

        File
        No. 001-34502

Dear Mr.
Eastman, Mr. James, Mr. Buchmiller and Mr. Mancuso:

Future
FinTech Group Inc. (“FTFT” or the “Company” and sometimes referred to as “we” or “our”)
is filing a response to the SEC Comment Letter, dated October 28, 2019 (the “Comment Letter”), in connection with
complying with the issues and outstanding disclosure items set forth therein. For convenience of reference, we have included in
this response letter the same caption and paragraph numbers, as well as the text of the comments, set forth in the Comment Letter
followed by our responses thereto.

Preliminary
Proxy Statement on Schedule 14A Filed October 11, 2019

 General

1.  We
note you are seeking authorization from security holders for disposition of a significant business. Please provide separate financial
statements for HeDeTang Holdings (HK) Ltd. Refer to the Division of Corporation Finance’s July 2001 Interim Supplement to
Publicly Available Telephone Interpretations, Section H, Question 6.

Response: we have revised preliminary
proxy statement and included the condensed consolidated financial statements of HeDeTang Holdings (HK) Ltd and explanatory notes
from pages 39 to 48.

Unaudited
Pro Forma Condensed Consolidated Financial Information, page 29

2. We
note the financial information included on pages 29 through 32. Please revise your filing to include pro forma financial information
that complies with the requirements of Article 11 of Regulation S-X. That guidance would require you to provide a pro forma balance
sheet as of the date of the latest historical balance sheet required in the filing pursuant to Rule 3-01 of Regulation S-X and
pro forma statements of operations for the latest fiscal year and year-to-date interim period. See also the form and content requirements
of Rule 11-02(b) of Regulation S-X.

Response:
we have revised preliminary proxy statement to include the pro forma balance sheet as of the date of the latest historical
balance sheet required in the filing pursuant to Rule 3-01 of Regulation S-X and pro forma statements of operations for the latest
fiscal year and year-to-date interim period.

Consolidated
Statements of Income and Comprehensive Income after shares transfer of Future FinTech Group Inc., page 31

3. We
note that you disclose estimates of revenues from operations in future periods. This presentation appears to be a financial forecast.
Please provide all disclosures required pursuant to Article 11-03 of Regulation S-X or delete the future estimate amounts.

Response:
we have revised preliminary proxy statement to include statement of operations according to the requirements in question No.
2 and deleted the future estimates from the preliminary proxy statement.

The
Sale Transaction, page 50

4. We
note your disclosure that the Purchase Price was based upon the preliminary evaluation of HeDeTang HK and its subsidiaries by
Shanxi Delixin Assets Evaluation Co., Ltd. Please refer to Item 14(b)(6) of Schedule 14A and provide the disclosure required by
Item 1015(b) of Regulation M-A related to this evaluation.

Response:
please find our explanations according to the above requirements as follows:

The seller,
Skypeople Foods Holdings Limited, our wholly owned subsidiary engaged Shanxi Delixin Assets Evaluation Co., Ltd. (“Delixin”)
to appraise the assets of HeDeTang HK. The final evaluation of HeDeTang HK is completed on December 23, 2019. Delixin used the asset-based
method for the evaluation of HeDeTang HK.

The Company
has revised the preliminary proxy statement and included a summarized details of appraisal process and findings.

Shanxi
Delixin Assets Evaluation Co., Ltd. is an asset appraisal service firm approved by the Department of Finance of
Shaanxi Province in August 2007. It is registered with Xianyang Administration for Industry and Commerce with registered and
paid in capital of RMB 1 million (approximately $140,000). At present, it has 24 full-time practitioners, including 16
certified assets appraisers, 10 certified public accountants, 4 certified land appraisers, 8 certified real estate
appraisers, 6 certified vehicle appraisers (certain appraisers hold more than one certification). It assets evaluation
business includes: enterprise value evaluation; enterprise restructuring and reorganization assets evaluation; mergers and
acquisitions, dissolution, bankruptcy assets evaluation; financial leasing, mortgage, transfer and auction assets evaluation;
intangible assets evaluation; real estate, land evaluation, etc. The qualification of Delixin is attached hereto as Exhibit
1.

The Company
does not have any relationship with Delixin or its affiliates or unaffiliated representative during the past two years, other
than the evaluation of HeDeTang HK. The total evaluation fee for HeDeTang HK is RMB 350,000 (approximately $50,000).

If you have any further comments or require
any further information or if any questions should arise in connection with this submission, please call Mr. Jeffrey Li at (202)
298-1735 at Foster Garvey, P.C.

    Very truly
    yours,

    /s/
    Yongke Xue

    Yongke Xue

    Chief
        Executive Officer

        Future
        FinTech Group Inc.

    2

EXHIBIT 1

October 28, 2019
Yongke Xue
Chief Executive Officer
Future FinTech Group Inc.
23F, China Development Bank Tower
No. 2 Gaoxin 1st Road
Xi’an, Shaanxi, China 710075
Re:Future FinTech Group Inc.
Preliminary Proxy Statement on Schedule 14A
Filed October 11, 2019
File No. 001-34502
Dear Mr. Xue:
            We have limited our review of your filing to those issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A Filed October 11, 2019
General
1.We note you are seeking authorization from security holders for disposition of a
significant business.  Please provide separate financial statements for HeDeTang Holdings
(HK) Ltd.  Refer to the Division of Corporation Finance’s July 2001 Interim Supplement
to Publicly Available Telephone Interpretations, Section H, Question 6.
Unaudited Pro Forma Condensed Consolidated Financial Information, page 29
2.We note the financial information included on pages 29  through 32.  Please revise your
filing to include pro forma financial information that complies with the requirements of
Article 11 of Regulation S-X.  That guidance would require you to provide a pro forma
balance sheet as of the date of the latest historical balance sheet required in the filing
pursuant to Rule 3-01 of Regulation S-X and pro forma statements of operations for the

 FirstName LastNameYongke  Xue
 Comapany NameFuture FinTech Group Inc.
 October 28, 2019 Page 2
 FirstName LastName
Yongke  Xue
Future FinTech Group Inc.
October 28, 2019
Page 2
latest fiscal year and year-to-date interim period.  See also the form and content
requirements of Rule 11-02(b) of Regulation S-X.
Consolidated Statements of Income and Comprehensive Income after shares transfer of Future
FinTech Group Inc., page 31
3.We note that you disclose estimates of revenues from operations in future periods.  This
presentation appears to be a financial forecast.  Please provide all disclosures required
pursuant to Article 11-03 of Regulation S-X or delete the future estimate amounts.
The Sale Transaction, page 50
4.We note your disclosure that the Purchase Price was based upon the preliminary
evaluation of HeDeTang HK and its subsidiaries by Shanxi Delixin Assets Evaluation
Co., Ltd.  Please refer to Item 14(b)(6) of Schedule 14A and provide the disclosure
required by Item 1015(b) of Regulation M-A related to this evaluation.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Charles Eastman at (202) 551-3794 or Martin James, Senior Advisor, at
(202) 551-3671 if you have questions regarding comments on the financial statements and
related matters.  Please contact Tim Buchmiller at (202) 551-3635 or Russell Mancuso, Legal
Branch Chief, at (202) 551-3617 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeffrey Qiong Li, Esq.

CORRESP
1
filename1.htm

April 2, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0405

Attention: Loan Lauren P. Nguyen, Legal Branch Chief

    Re:
    Future FinTech Group Inc.

        Registration Statement on Form S-3

        Response date February 7, 2019

        File No. 333-224686

Dear Ms. Nguyen:

Future FinTech Group Inc. (“FTFT”
or the “Company” and sometimes referred to as “we” or “our”) is filing a response to the SEC
Comment Letter, dated February 7, 2019 (the “Comment Letter”), in connection with complying with the issues and outstanding
disclosure items set forth therein. For convenience of reference, we have included in this response letter the same caption and
paragraph numbers, as well as the text of the comments, set forth in the Comment Letter followed by our responses thereto.

 General

 1. We note your response to comment 1 and reissue it in part. Disclosure at page 9 of your quarterly report on Form 10-Q for the
quarter ended September 30, 2018 states that the Shared Shopping Mall is expected to be in operation in December 2018. Please disclose
whether your Shared Shopping Mall platform will provide for other digital currencies, in addition to mBTC and Bitcoin, to be exchanged
on that platform and, if so, describe all such other digital currencies, their respective characteristics, and whether you believe
such platform will be required to be registered as a national securities exchange, an alternative trading system or broker-dealer
under the Securities Exchange Act of 1934.

Response: The Shared Shopping Mall platform currently
does not support or accept any digital currency payments or exchanges, including mBTC and Bitcoin. In the future, we might consider
accepting mBTC or Bitcoin as the payment method on the Shared Shopping Mall. The Shared Shopping Mall platform is designed to be
a block-chain based shopping mall for merchants and goods, not the exchange of digital currencies, and it currently only accepts
payment from credit cards, Alipay and Wechat.

 2. Your response to comment 1 states that the DCON Token is different and separate from mBTC and that any party that wants to
provide exchange services on the DCON platform will be required to pledge/deposit certain amounts of DCON token with the platform
“for the potential liabilities.” Please further explain this requirement and clarify the difference between your DCON
token and mBTC. Additionally, you indicate in response to comment 2 that DCON tokens might be considered to be securities. Please
include risk factor disclosure discussing the regulatory framework applicable to these assets, particularly with respect to their
issuance and trading in secondary markets.

    Response:
The DCON Token is a block-chain based solution to establish the entry level requirements for the mBTC service providers, and it
is a method for them to receive the qualifications necessary to provide such services on the DCON platform. Any service provider
who plans to provide mBTC payment services shall publicly show the amount of DCON Tokens that it holds. If the service provider
does not have enough DCON Tokens (currently set at 100,000 DCON Tokens, but subject to change), the platform will not provide
him/her with the support and service for mBTC payment. The DCON Token minimum is intended to secure the performance of the service
providers’ obligations to customers on the platform. The entry level DCON Token requirement will be adjusted accordingly
based upon the demands for the mBTC service providers on the platform. We will include the risk factor disclosure discussing the
regulatory framework applicable to DCON Token, particularly with respect to their issuance and potential trading in secondary
markets.

 3. We note your response to comment 2 and reissue it in part. Please provide us with analysis explaining
whether mBTC and INU tokens are securities as defined in Section 2(a)(1) of the Securities Act. In addition, please tell us whether
you intend on holding these tokens or any other digital assets. Your analysis should specifically address the distinct characteristics
of each kind of token or other digital currency and how those characteristics affect your conclusions.

    Response:
We do not believe that mBTC is a security as defined in Section 2(a)(1) of the Securities Act. The mBTC has a fixed exchange rate
of 1,000,000 for 1 BTC and it will not increase or decrease its value based upon the operations or development of the DCON platform.
The value of mBTC might increase or decrease in connection with the value of BTC, which is not currently considered to be a security
by the SEC. Any such fluctuations will be separate from the DCON platform and we do not believe that mBTC holders could have a
reasonable expectation of profit in connection with those changes. As such, we do not believe mBTC is an investment contract or
instrument in a common enterprise with a reasonable expectation of profit to be derived from the entrepreneurial or managerial
efforts of others. See SEC v. Edwards, 540 U.S. 389, 393 (2004); SEC v. W.J. Howey Co., 328 U.S. 293, 301 (1946);
see also United Housing Found., Inc. v. Forman, 421 U.S. 837, 852-53 (1975).

    In
June, 2018, Digipay Fintech Limited (“Digipay”), a wholly-owned subsidiary of the Company enter into an agreement
to purchase a 10% equity ownership interest in InUnion Chain Ltd. (“InUnion”) as well as 20,000,000 of the INU tokens
issued by InUnion. We are a minority owner of InUnion and InUnion Tokens and we do not believe we are well placed to conduct such
an analysis because we are not, and were not, involved in the creation, distribution or maintenance of the InUnion Token and do
not have knowledge of or access to the information that would be necessary to analyze whether the InUnion Tokens are securities
as defined in Section 2(a)(1) of the Securities Act.

 4. We note you state that you do not consider yourself to be an investment company and that you
do not have an intention to become one in the future in your response to comment 3. Please revise your disclosure to include a
brief discussion of the Investment Company Act of 1940 and provide risk factor disclosure addressing the risks to maintaining an
exemption from registration under such Act.

    Response: We will revise our disclosure to include
a brief discussion of the Investment Company Act of 1940 and provide risk factor disclosure addressing the risks to maintaining
an exemption from registration under such Act.

Form
8-K filed October 30, 2018

Exhibit
99.1

 5. It appears that you generate revenues from your current fruit juice business and are in the developmental
stages with your new focus on fintech and blockchain technology. In your response to prior comment 2, you indicate that you have
not yet determined whether the Shared Shopping Mall will issue tokens. However, you state in your investor presentation that the
Shared Shopping Mall “will issue tokens by using the first real-name blockchain technology developed by NRC.” Please
explain this apparent inconsistency to us and ensure that your public statements are consistent with the disclosures in your filings.
Additionally, please tell us your basis for including the growth and trading volume projections for the Shared Shopping Mall for
years 2019 – 2021 at pages 17 – 19 of your investor presentation given your developmental stage status.

    Response:
In our response to prior comment 2, we indicated that we had not yet determined whether the Shared Shopping Mall will issue tokens
and that currently the Shared Shopping Mall did not plan to issue any token. In the investor presentation, we meant to communicate
that the individual stores on our platform may issue anti-counterfeit tokens (digital certificates) generated by the NRC block-chain.
When the third party stores on our platform reach a certain size and revenue level, we will assist them to generate anti-counterfeit
tokens using the NRC block-chain, which will be unique and attached to the products sold by such stores for identification purposes.

      2

We made the growth and trading volume projections
for the Shared Shopping Mall based upon our projections of the future number of VIP members on our platform, our increased efforts
for the online marketing campaign and on-the-ground promotions to attract customers into becoming VIP members. In China, revenues
received by the online retail market reached RMB 6.55 trillion, and it is expected the number in 2018 will have reached RMB 7.69
trillion based on the information from iMedia Group. Based on our sales and marketing department’s development plan and their
discussion with outside on-the-ground and online promotion teams, we anticipate that VIP members for the Shared Shopping Mall will
reach 1 million, 5 million and 50 million for 2019, 2020 and 2021, respectively. Only VIP members can open stores on our platform
and the minimum purchase amount in stores on our platform required to become a VIP member is RMB 5,000, which is subject to renewal
every 100 days. Based upon the projected number of VIP members, we estimate the revenue generated by all stores on our platform
for 2019 will be RMB 5 billion, excluding spending by the customers who did not reach the RMB 5,000 level (non-VIP members spending).
Based on that model and with the further development and increased functionality of the mall, we expect the annual spending for
a single VIP member in the mall will reach RMB 10,000 after 2019. Therefore, we estimate the revenues generated by all the stores,
including by VIP members and non-VIP members in the mall, for 2020 and 2021 will reach RMB 50 billion and RMB 500 billion, respectively.
Since the official launch of the Shared Shopping Mall version 1.0 in January 2019 , it has reached 3,000 VIP members and RMB 40 million of gross merchandise value, including amount of the orders, amounts deposited by members and transferred among
the members for all the stores on the platform over a period of three months while working with one promotion team. When version
2.0 of the Shared Shopping Mall is completed, the Company expects to work with 10 promotion teams to reach the 1 million VIP members.

If you have any further
comments or require any further information or if any questions should arise in connection with this submission, please call Mr.
Jeffrey Li at (202) 298-1735 or Ms. Chelsea Anderson at (206) 816-1312 at Garvey Schubert Barer, P.C.

    Very truly yours,

    /s/ Yongke Xue

    Yongke Xue

        Chief Executive Officer

        Future FinTech Group Inc.

      3

February 7, 2019

Yongke Xue
Chief Executive Officer
Future FinTech Group Inc.
23F, National Development Bank Tower
No. 2 Gaoxin 1st Road, Xi’an, PRC 710075

Re: Future FinTech Group Inc.
  Registration Statement on Form S-3
Response dated November 13 , 2018
  File No.  333-224686

Dear Mr. Yongke Xue:

We have reviewed your response letter and have the following comments.  In  some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.   Unless we note
otherwise, our references to prior comment  are to the comment  in our September 19 , 2018 letter .

General

1. We note your response to comment 1 and reissue it in part.  Disclosure at page 9 of your
quarterly rep ort on Form 10 -Q for the quarter ended September 30, 2018 states that the
Shared Shopping Mall is expected to be in operation in December 2018.  Please disclose
whether your Shared Shopping Mall platform will provide for other digital currencies, in
additi on to mBTC and Bitcoin, to be exchanged on that platform and, if so, describe all
such other digital currencies, their respective characteristics, and whether you believe
such platform will be required to be registered as a national securities exchange, an
alternative trading system or broker -dealer under the Securities Exchange Act of 1934.

2. Your response to comment 1 states that the DCON Token is different and separate from
mBTC and that any party that wants to provide exchange services on the DCON platfo rm
will be required to pledge/deposit certain amounts of DCON token with the platform “for

Yongke Xue
Future FinTech Group Inc.
February 7, 2019
Page 2

 the potential liabilities.”  Please furthe r explain this requirement and clarify the difference
between your DCON token and mBTC.  Additionally, you indicate in resp onse to
comment 2 that DCON tokens might be considered to be securities.  Please include risk
factor disclosure discussing the regulatory framework applicable to these assets,
particularly with respect to their issuance and trading in secondary markets.

3. We note your response to comment 2 and reissue it in part.  Please provide us with
analysis explaining whether mBTC and INU tokens are securities as defined in Section
2(a)(1) of the Securities Act.  In addition, please tell us whether you intend on hold ing
these tokens or any other digital assets.  Your analysis should specifically address the
distinct characteristics of each kind of token or other digital currency and how those
characteristics affect your conclusions.

4. We note you state that you do not consider yourself to be an investment company and
that you do not have an intention to become one in the future in your response to
comment 3.  Please revise your disclosure to include a brief discussion of the Investment
Company Act of 1940 and provide ri sk factor disclosure addressing the risks to
maintaining an exemption from registration under such Act.

Form 8 -K filed October 30, 2018

Exhibit 99.1

5. It appears that you generate revenues from your current fruit juice business and are in the
development al stages with your new focus on fintech and blockchain technology.  In your
response to prior comment 2, you indicate that you have not yet determined whether the
Shared Shopping Mall will issue tokens.  However, you state in your investor
presentation that the Shared Shopping Mall “will issue tokens by using the first rea l-name
blockchain technology developed by NRC.”  Please explain this apparent inconsistency
to us and ensure that your public statements are consistent with the disclosures in your
filings.   Additionally, please tell us your basis for including the growth and trading
volume projections for the Shared Shopping Mall for years 2019 – 2021 at pages 17 – 19
of your investor presentation given your developmental stage status.

Yongke Xue
Future FinTech Group Inc.
February 7, 2019
Page 3

 Please contact Karina V. Dorin, Staff Attorney, at (202) 551 -3763  or Loan Lauren
Nguyen, Legal Branch Chief, at (202) 551 -3642 w ith any questions.

Sincerely,

 /s/ Loan Lauren Nguyen  for

John Reynolds
Assistant Director
Office of Natural Resources

CORRESP
1
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November 13, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0405

Attention: Loan Lauren P. Nguyen, Legal Branch Chief

    Re:
    Future FinTech Group Inc.

        Registration Statement on Form S-3

        Response date August 23, 2018

        File No. 333-224686

Dear Ms. Nguyen:

Future FinTech Group Inc. (“FTFT”
or the “Company” and sometimes referred to as “we” or “our”) is filing a response to the SEC
Comment Letter, dated September 19, 2018 (the “Comment Letter”), in connection with complying with the issues and outstanding
disclosure items set forth therein. For convenience of reference, we have included in this response letter the same caption and
paragraph numbers, as well as the text of the comments, set forth in the Comment Letter followed by our responses thereto.

General

 1. We note your response to our prior comment states that U.S. persons may use your DCON
                                                          exchange services to exchange DCON tokens (mBTC) for Bitcoin or “other digital currencies” and vice versa.
                                                          Additionally, you state that “exchange services” will be available on the DCON and the Shared Shopping Mall
                                                          platforms. Please describe all the other digital currencies which may be exchanged on your trading platforms and whether you
                                                          are required to be registered as a national securities exchange, an alternative trading system or broker-dealer under the
                                                          Securities                                                           Exchange Act of 1934.

Response: Currently, one Bitcoin
can be changed to 1,000,000 mBTC, which is the official currency used on NRC and DCON. We have decided DCON exchange services will
be limited between mBTC and Bitcoin and will not be expanded to other digital currencies. The mBTC is different and separate from
DCON Token and only mBTC can be used as official currency on DCON platform. Any party that wants to provide such exchange services
on DCON platform needs to pledge/deposit certain amount of DCON Token with the platform for the potential liabilities before it
could provide such services. The users can exchange their Bitcoin to mBTC to purchase products or services on the platform and
exchange mBTC back to Bitcoin at any time as well. The Bitcoin can only be exchanged with mBTC on the platforms of DCON and Shared
Mall at a fixed exchange rate of 1:1,000,000, so we do not believe that DCON will be required to register as a national securities
exchange, an alternative trading system or broker-dealer under the Securities Exchange Act of 1934.

 2. Please provide us
                                                                                                                                             with analysis explaining whether your DCON tokens and the other digital currencies issued or accepted on your platforms are
                                                                                                                                             securities as defined in Section 2(a)(1) of the Securities Act and, if so, how you will account for them in your financial
                                                                                                                                             statements. Please also tell us whether you intend on holding any digital assets and,
                                                                                                                                             if so, how you will account for them in your financial statements. Your analysis should specifically address the distinct
                                                                                                                                             characteristics of each kind of token or other digital currency and how those characteristics affect your
                                                                                                                                             conclusions.

      1

Response: Only mBTC can
be accepted and used on our DCON platform as its official currency. We do not have access to the information that would, we believe,
be necessary to analyze whether the other digital currencies that can be exchanged to mBTC on the DCON and/or Shared Shopping
Mall platforms are securities as defined in Section 2(a)(1) of the Securities Act. We also are not well placed to conduct such
an analysis because we are not, and were not, involved in the creation, distribution or maintenance of those digital currencies.

Given the changing state
of the law and the novelty of the technology, it is difficult for us to say definitively whether our DCON tokens are securities
as defined in Section 2(a)(1) of the Securities Act. However, in light of the Commission’s recent interpretations of the
application of SEC v. W.J. Howey Co., 328 U.S. 293, 301 (1946) to various token models, we think our DCON tokens might be
considered to be securities under such interpretations. DCON tokens will be issued to those willing to contribute to the support
and development of our platforms, and we anticipate that the value of DCON tokens will increase based on the continued development
of the DCON and NRC platforms by our teams and third parties and the demand for DCON token to be deposit with the DCON platform
for exchange services of mBTC will increase while the total number of the DCON token remains the same. DCON tokens can be traded
on third-party exchange platforms for other tokens and/or cryptocurrencies. This analysis may change, however, as the application
of Howey is further developed. We note that we have not yet determined whether the Shared Shopping Mall will issue tokens,
and if so, what the characteristics and distribution of those tokens will be. As such, we are not at this time able to provide
an analysis of whether such tokens, if they are created and issued, will be securities as defined in Section 2(a)(1) of the Securities
Act.

In
June, 2018, Digipay Fintech Limited (“Digipay”), a limited liability company incorporated in a British Virgin Islands
and a wholly-owned subsidiary of the Company enter into an agreement to purchase 20,000,000 of the INU tokens issued by InUnion
Chain Ltd. (“InUnion”) which have not been issued to Digipay yet. Upon the issuance of such tokens, Digipay will be
holding such digital assets. Currently, we don’t account any of these digital assets in our financial statements because
these platforms have not reached the level as completely developed for application use, so the tokens don’t really have
values to be reflected in the financials.

 3. Disclosure at page 15 of your recent Form 10-Q for the quarter ended June 30, 2018 states that
Digipay Fintech Limited (“Digipay”), a wholly-owned subsidiary incorporated in the British Virgin Islands, entered
into an agreement with Lake Chenliu, an individual resident of Costa Rica, and InUnion Chain Ltd. (“InUnion”), whereby
Digipay will purchase common shares of InUnion in exchange for a purchase price of $15,000,000. In addition to the common shares
of InUnion, Digipay shall purchase 20,000,000 of “INU tokens” issued by InUnion for an aggregate purchase price of
$1,000,000. Please identify and describe all digital assets you (and your wholly-owned subsidiaries) currently hold and any that
you anticipate acquiring in connection with your new business focus. In addition, please include a brief discussion of the Investment
Company Act of 1940 and disclose whether you intend to register as an investment company thereunder and describe any related risk
factors.

Response:
We currently do not actually hold any digital assets yet because the 20,000,000 INU tokens have not been issued to us yet. We own
60% of the outstanding equity interests of Digipay, which in turn owns the DCON platform. We also own 100% of the outstanding equity
interests of GlobalKey Supply Chain Limited, which in turn owns Shared Shopping Mall platform, which is still under construction
and expect to be completed for test operation in December, 2018.

      2

Under
Section 3(b) of the Investment Company Act of 1940, as amended (the “ICA”), the following is exempt from its provisions:

Notwithstanding paragraph (1)(C)
of subsection (a), none of the following persons is an investment company within the meaning of this subchapter:

(1) Any issuer primarily
engaged, directly or through a wholly-owned subsidiary or subsidiaries, in a business or businesses other than that of investing,
reinvesting, owning, holding, or trading in securities.

Even assuming that the INU
tokens are securities, we primarily engage in various businesses other than that of investing, reinvesting, owning, holding, or
trading in securities, such as: (i) online sales of fruit juice products and beverages, and consumer and health-related products;
(ii) Globally Shared Shopping Mall that will use blockchain technology and artificial intelligence (“A.I.”) for the
marketing, distribution, purchase and sale of products by vendors and consumers around the world; (iii) services of space rental,
logistics and cold storage for fruit juice products, foods and other consumer and agricultural products; (iv) our bulk agricultural
products spot trading business and financial technology businesses, including software development and information services for
the financial leasing and project finance industries through intelligent investment advisory and blockchain technology; (v) a blockchain
platform for payment settlement, capital transfer, assets deposit, loan financing, online insurance, assets transfer through DCON
platform owned by DigiPay; and (vi) blockchain incubator/ accelerator Chain World Cyberspace of our wholly owned subsidiary Chain
Future Digital FinTech (Beijing) Ltd. As such, we believe that we fall into the ICA exemption quoted above, and do not consider
ourselves to be an investment company or have an intention to become one in the future.

4.  Your response letter states that any sales of DCON tokens in the future will be conducted
in accordance with one or more exemptions from registration under the Securities Act of 1933. Please describe the exemptions from
registration under the Securities Act that you intend to rely upon and provide us with a detailed legal analysis supporting your
conclusion that the exemption is available to you.

Response: It is difficult
to definitely say with specificity how we will conduct a hypothetical sale of DCON tokens in the future given that a number a factors
will influence the scope, targeted audience and method of any such sale. However, for the purpose of this response, we believe
that we will be most likely to offer and sell DCON tokens pursuant to exemptions from registration under Regulation S (“Regulation
S”) and/or Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended.

Many of our current shareholders
and subsidiaries are located outside of the United States. In the case of an offering of DCON tokens pursuant to Regulation S,
we would expect to require representations from purchasers regarding their status as a non-U.S. person as such term is defined
in Regulation S, and would also expect to require identification verification to confirm such status (i.e., a review of such purchasers’
passport identification pages). We may do so directly or engage a third-party service provider to conduct such a verification process.
We would include covenants in the sale documents to restrict directed selling efforts into the United States for the appropriate
periods, and the other investor representations, warranties and covenants that are typically included for an offering of securities
pursuant to Regulation S.

In the event that we conduct
a sale of DCON tokens pursuant to Regulation D, whether by itself or concurrently with an offering pursuant to Regulation S, we
would most likely be conducting such an offering under Rule 506(b) or (c). Depending on the projected number of potential investors
and whether the offering would include a general solicitation under Rule 506(c), we might engage a third-party service provider
to collect supporting documentation and confirm the accredited investor status of such investors. Under either Rule 506(b) or (c),
we would expect to include the investor representations, warranties and covenants that are typically included for an offering of
securities pursuant to those rules and Regulation D. Those would include, but not be limited to, representations about the manner
of the offering, the information available to the investor, such investor’s sophistication and/or accredited investor status,
restrictions on the sale of the securities, and similar provisions. We would, of course, expect to make available to potential
investors the information and documentation about DCON as may be required under Regulation D.

      3

Other

 5. We note your business description and news releases available on the News page of your website
dated September 4, 2018 and August 29, 2018, titled respectively “Future Fintech Launches New Business Promotion and Operation
Service of Chain World Cyberspace” and “Future Fintech Announces Major Updates of Chain World Cyberspace,” and
that you have revised your website to indicate you have changed the focus of your core fruit juice business to take advantage of
possible opportunities in financial technology and digital assets. However, we also note that your business and financial disclosures
provided in your Form 10-K for the fiscal year ended December 31, 2017 and your Form 10-Q for the quarterly period ended June 30,
2018 do not appear consistent with your news releases. We note that for the quarter ended June 30, 2018, a significant amount of
your revenues was generated solely from your fruit juice operations. Please address the apparent discrepancy between the information
provided in your SEC filings and the information presented in your news releases by revising as necessary to provide a materially
complete description of your current business and results of operations.

Response:
On March 13, 2018, our shareholders approved the spinoff of our two wholly-owned subsidiaries, SkyPeople Foods Holdings Limited
and Digital Online Marketing Limited, among which SkyPeople Foods Holdings and its subsidiaries own almost all of our fruit juice
manufacturing and distribution businesses that generate the significant amount of our current revenues. We are preparing the Form
10s for these two spinoff companies in order to complete the spinoff process. Upon the completion of the spinoffs, we will have
very little fruit juice-related business other than the online sale of fruit juice products produced by the subsidiaries of SkyPeople
Foods Holdings Limited. We have turned our focus to potential financial technology and e-commerce businesses and currently only
maintain the original fruit juice manufacturing and distribution businesses until the official completion of the spinoffs. These
businesses have continued to constitute nearly all of our revenue during the indicated reporting periods, and so have been the
focus of our Form 10-K for the year ended December 31, 2017 and our Form 10-Q for the quarterly period ended June 30, 2018. We
do not believe that a discrepancy exists given that we are continuing to execute our plans as materially described in our press
releases.

      4

If you have any further
comments or require any further information or if any questions should arise in connection with this submission, please call Mr.
Jeffrey Li at (202) 298-1735 or Ms. Chelsea Anderson at (206) 816-1312 at G

Mail Stop 4628
September 19, 2018

Yongke Xue
Chief Executive Officer
Future FinTech Group Inc.
23F, National Development Bank Tower
No. 2 Gaoxin 1st Road, Xi’an, PRC 710075

Re: Future FinTech Group Inc.
  Registration Statement on Form S-3
Response dated August 23, 2018
  File No.  333-224686

Dear Mr. Yongke Xue:

We have reviewed your response letter and have the following comments.  In  some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.   Unless we note
otherwise, our references to prior comment  are to the comment  in our August 17, 2018 letter .

General

1. We note your response to our prior comment states that U.S. persons may use your
DCON exchange services t o exchange DCON tokens (mBTC) for Bitcoin or “other
digital currencies” and vice versa.  Additionally, you state that “exchange services” will
be available on the DCON and the Shared Shopping Mall platforms.  Please describe all
the other digital currencie s which ma y be exchanged on your  trading platforms and
whether you are required to be registered as a national securities exchange, an alternative
trading system or broker -dealer under the Securities Exchange Act of 1934.

2. Please provide us with analysis  explaining whether your DCON tokens and the other
digital currencies issued or accepted on your platforms are securities as defined in
Section 2(a)(1) of the Securities Act and, if so, how you will account for them in your
financial statements.  Please also tell us whether you intend on holding any digital assets

Yongke Xue
Future FinTech Group Inc.
September 19, 2018
Page 2

 and, if so, how you will account for them in your financial statements.  Your analysis
should specifically address the distinct characteristics of each kind of token or other
digital currency and how those characteristics affect your conclusions.

3. Disclosure at page 15 of you r recent Form 10 -Q for the quarter ended June 30, 2018
states that Digipay Fintech Limited (“Digipay”), a wholly -owned subsidiary incorporated
in the British Virgin Islands, entered into an agreement with Lake Chenliu, an individual
resident of Costa Rica,  and InUnion Chain Ltd. (“InUnion”), whereby Digipay will
purchase common shares of InUnion in exchange for a purchase price of $15,000,000.  In
addition to the common shares of InUnion, Digipay shall purchase 20,000,000 of “INU
tokens” issued by InUnion f or an aggregate purchase price of $1,000,000.  Please identify
and describe all digital assets you (and your wholly -owned subsidiaries) currently hold
and any that you anticipate acquiring  in connection  with your new business focus.  In
addition, please include a brief discussion of  the Investment Company Act of 1940 and
disclose whether you intend  to register as an investment company  thereunder and
describe any rel ated risk factors .

4. Your response letter states that any sales of DCON tokens in the future will be conducted
in accordance with one or more exemptions from registration under the Securities Act of
1933.  Please describe the exemptions from registration un der the Securities Act that you
intend to rely upon and provide us with a detailed legal analysis supporting your
conclusion that the exemption is available to you.

Other

5. We note your business description and news releases available on the News page of y our
website dated September 4, 2018 and August 29, 2018, titled respectively “Future
Fintech Launches New Business Promotion and Operation Service of Chain World
Cyberspace” and “Future Fintech Announces Major Updates of Chain World
Cyberspace,” and  that you have revised your website to indicate  you have changed the
focus of your core fruit juice business to take advantage of possible opportunities in
financial technology and digital assets.  However, w e also note that your business and
financial disclosure s provided in your Form 10 -K for the fisc al year ended December 31,
2017  and your Form 10 -Q for the quarterl y period ended June 30, 2018 do not appear
consistent with your news releases .  We note that for the quarter ended June 30, 2018, a
significant amou nt of your revenues was generated solely from your fruit juice
operations .  Please address the apparent discrepancy between the information provided in
your SEC filings and the information presented in your news releases by revising as
necessary to provide a materially complete description of your current business and
results of operations.

Yongke Xue
Future FinTech Group Inc.
September 19, 2018
Page 3

 Please contact Karina V. Dorin, Staff Attorney, at (202) 551 -3763  or Loan Lauren P.
Nguyen, Legal Branch Chief, at (202) 551 -3642 w ith any questions.

Sincerely,

 /s/ Loan Lauren P. Nguye n for

John Reynolds
Assistant Director
Office of Natural Resources

CORRESP
1
filename1.htm

August
23, 2018

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-0405

Attention:
Loan Lauren P. Nguyen, Legal Branch Chief

Re:  Future
                                         FinTech Group Inc.

    Registration Statement on Form S-3

Response
date August 6, 2018

    File No. 333-224686

Dear
Ms. Nguyen:

Future
FinTech Group Inc. (“FTFT” or the “Company” and sometimes referred to as “we” or “our”)
is filing a response to the SEC Comment Letter, dated August 17, 2018 (the “Comment Letter”), in connection with complying
with the issues and outstanding disclosure items set forth therein. For convenience of reference, we have included in this response
letter the same caption and paragraph numbers, as well as the text of the comments, set forth in the Comment Letter followed by
our responses thereto.

General

1.       We
note your response to comment 3 that the DCON platform is and the Shared Shopping Mall platform will be globally accessible, but
that you will implement measures to ensure new tokens are not issued “in the U.S. or to U.S. citizens.” Please expand
your disclosure to clarify whether the services and products provided on your digital platforms will be available to U.S. persons
or if you intend to block U.S. persons from using your platforms. To the extent that certain products and services on your digital
platforms will be available to U.S. persons, please describe the activities that may be available on such platforms.

Response:

The
services and products provided on our digital platforms will be available to U.S. persons and the verification measures will be
only for the new token issuance functions on such platforms. U.S. persons may use our DCON exchange services to exchange their
Bitcoin or other digital currencies for DCON tokens offered by third parties and can exchange them back to Bitcoin or other digital
currencies for the DCON tokens they may receive upon the sale of their products or services on our platform. To the extent that
U.S. persons may, in the future, purchase DCON tokens directly on the platform, such sales would be conducted in accordance with
one or more exemptions from registration under the Securities Act of 1933, as amended, and the rules promulgated thereunder.

The
activities that may be available on the DCON platform and the Shared Shopping Mall platform are: exchange services between Bitcoin
(or other digital currencies) and mBTC, publication of the digital currency market exchange rate information on DCON’s website;
various communities that provide products and services; online product sales and purchases; and participation in online forums
and social groups.

We
will update our disclosures to clarify these points.

If
you have any further comments or require any further information or if any questions should arise in connection with this submission,
please call Mr. Jeffrey Li at (202) 298-1735 or Ms. Chelsea Anderson at (206) 816-1312 at Garvey Schubert Barer.

    Very
    truly yours,

    /s/
    Yongke Xue

    Yongke
    Xue

    Chief
        Executive Officer

        Future
        FinTech Group Inc.

Mail Stop 4628
August 17, 2018

Yongke Xue
Chief Executive Officer
Future FinTech Group Inc.
23F, National Development Bank Tower
No. 2 Gaoxin 1st Road, Xi’an, PRC 710075

Re: Future FinTech Group Inc.
  Registration Statement on Form S-3
Response dated August 6, 2018
  File No.  333-224686

Dear Mr. Yongke Xue:

We have reviewed your response letter and have the following comments.  In  some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our July 17, 2018 letter .

General

1. We note your response to comment 3 that the DCON platform is and the Shared
Shopping Mall platform will be gl obally accessible, but that you will implement
measures to ensure new tokens are not issued “in the U.S. or to U.S. citizens.”   Please
expand your disclosure to clarify whether the services and products provided on your
digital platforms will be available to U.S. persons or if you intend to block U.S. persons
from using your platforms.   To the extent that certain products and services on your
digital platforms will be available to U.S. persons, please describe the activities that may
be available on such pl atforms.

Yongke Xue
Future FinTech Group Inc.
August 17, 2018
Page 2

 Please contact Karina V. Dorin, Staff Attorney, at (202) 551 -3763  or Loan Lauren P.
Nguyen, Legal Branch Chief, at (202) 551 -3642 w ith any questions.

Sincerely,

 /s/ Loan Lauren P. Nguyen  for

John Reynolds
Assistant Director
Office of Natural Resources

CORRESP
1
filename1.htm

August 6, 2018

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-0405

Attention:
Loan Lauren P. Nguyen, Legal Branch Chief

    Re:
    Future
    FinTech Group Inc.

    Registration
        Statement on Form S-3

        Response
        date June 25, 2018

        File
No. 333-224686

Dear
Ms. Nguyen:

Future
FinTech Group Inc. (“FTFT” or the “Company” and sometimes referred to as “we” or “our”)
is filing a response to the SEC Comment Letter, dated July 17, 2018 (the “Comment Letter”), in connection with complying
with the issues and outstanding disclosure items set forth therein. For convenience of reference, we have included in this response
letter the same caption and paragraph numbers, as well as the text of the comments, set forth in the Comment Letter followed by
our responses thereto.

1.
We note your response to prior comment 1. Please revise your prospectus cover page to clearly reflect that your current business
activities principally consist of fruit juice manufacturing and that your name reflects your intent to transition to a financial
technology, online sales and internet distribution business, although such transition and business is under development, and that
you have not generated any significant revenues from such services or products.

Response:
We will revise our prospectus cover page to clearly reflect that our current business activities still principally consist of
fruit juice manufacturing and that our name reflects our intent to transition to a financial technology, online sales and internet
distribution business, although such transition and business is under development, and that we have not generated any significant
revenues from such services or products.

2.
Please explain to us the relationship between your Shared Shopping Mall platform, DCON and NRC. In this regard, please describe
the types of payments that may be used on these platforms and communities.

Response:
There is no direct relationship between our Shared Shopping Mall platform and DCON or NRC, other than our involvement in each.
The mBTC digital currency issued by DCON is the only payment instrument on NRC and DCON is also one of the communities running
on NRC. The Shared Shopping Mall will issue its own tokens to be used as a payment instrument on its platform.

3.
Please tell us whether your DCON platform is and your Shared Shopping Mall platform will be globally accessible. In that regard,
we note you supplementally advise that your Shared Shopping Mall will be a globally-accessible shared online shopping center and
that tokens issued by your subsidiaries, DCON DigiPay Limited and GlobalKey SharedMall Limited, may be used as payment for products
sold on the Shared Shopping Mall. To the extent such platforms are and will be globally accessible, please explain how you and
your subsidiaries will address the risk that you may be subject to regulation by foreign jurisdictions, including the United States.

Response:
The DCON platform is, and the Shared Shopping Mall platform will be, globally accessible, and the tokens issued by GlobalKey SharedMall
Limited (“GlobalKey”) will be used as payment for products sold on the Shared Shopping Mall.

We
will ensure that DCON and GlobalKey comply with laws and regulations of the jurisdictions in which they are incorporated. DCON
and GlobalKey will continually work with local counsel to identify the application of regulatory schemes and, if necessary, change
operating procedures in those countries to comply with the regulations. DCON issued tokens to its management and technician teams
and DCON Foundation, and gave away certain tokens for free during the platform’s promotional period. The function of DCON
Foundation is to provide security for DCON and it is operated by an independent director from Singapore. GlobalKey has not yet
issued any tokens. DCON and GlobalKey will allow members to use other cryptocurrencies (such as Ethereum or Bitcoin) or provide
services in exchange for tokens that can be used on these platforms. DCON and GlobalKey also use “Real Name Registration”
system to confirm the identification of their members. For new token issuances to their members, DCON and GlobalKey will set up
a pop-up screening system to verify that the buyers of the new tokens are not in the U.S. or U.S. citizen, and receive confirmation
that they will not transfer such tokens into the U.S. or to U.S. persons within 6 months of the issue date of such tokens before
they can proceed further. DCON and GlobalKey do not plan to issue tokens in exchange for any legal currencies or monies of any
country, such as U.S. dollars, RMB or Euro.

    2

The
Company, page 2

4.
We note you state in your response to prior comment 1 that you previously disclosed in your periodic reports that Shaanxi China
Agricultural Silk Road Farm Products Trading Center Co., Ltd. and Hedetang Farm Products Trading Market (Mei County) Co., Ltd.
operate a bulk agriculture products trading center. However, your Form 10-K for the fiscal year ended December 31, 2017 discloses
at page 42 that you are responsible for the “construction and financing,” rather than operation, of the kiwi fruit
comprehensive deep processing zone and Kiwi fruit and fruit-related materials trading zone. You further disclose therein that
the construction of the project has been suspended due to cash flow. Please revise your disclosure to explain your role and investment,
including the status of your investment, in the Mei County National Kiwi Fruit Wholesale Trading Center. In addition, please disclose
whether the “construction and financing” of the trading zone relates to hard assets or financial technology assets,
whether you have received any rental income to date from cold storage, and how you expect to receive income from logistic services.

Response:
In our Form 10-K for the fiscal year ended December 31, 2017, we disclosed the following: “Pursuant to the Agreement, the
Company is responsible for the construction and financing of the Project with a total investment of RMB 445.6 million (approximately
$71.9 million) in buildings and equipment, which also includes a fee for the land use rights for the Project land in the amount
of RMB 0.3 million per mu.” The statement was meant to address which party would be responsible for the construction and
financing of the Project under the Agreement and did not mean that such activities are the only responsibilities of the Company
in connection with the Project. We will also be responsible for operations after the Project is completed.

The
Project includes a Comprehensive Deep Processing Zone and a National Kiwi Fruit Wholesale Trading Center. So far, the Company
has invested RMB 130 million (approximately $19 million) in this Project. We only invested cash for the trading zone project,
which has been used to purchase equipment and pay for construction, and we did not invest hard assets or financial technology
assets. Currently, the construction of the Comprehensive Deep Processing Zone is suspended due to cash flow issues, but the Trading
Center has mostly been completed and is currently in use. As of now, there are 25 enterprises in the Trading Center and the Company
charges rent from these enterprises. The Company currently receives approximately RMB 190,000 (approximately $27,772) in monthly
rental income, and so far has received total rental income of about RMB 1.16 million (approximately $170,200), of which RMB 500,000
(approximately $73,530) was from the rental of cold storage. The Company plans to provide traditional transportation and logistics
agent services for agriculture products to receive additional income, including arranging door-to-door delivery services from
our cold storage in the trading zone to various destinations.

    3

5.
In response to prior comment 1, you state that you will focus on the investment in, and purchase of, early stage blockchain projects
and that you plan to invest between $10-20 million in this area of business, including shares of your common stock and cash on
hand. Please balance your disclosure regarding these intended plans by describing any material obstacles or uncertainties to your
ability to commence operations. In this regard, please also disclose the sources of funding for such projects. If you do not have
sources for such funding, please clarify.

Response:
We intend to include in our disclosure the material obstacles and uncertainties that may affect our ability to commence operations
of our blockchain projects. In particular, the laws and regulations applicable to blockchain projects are not well developed or
established and they are subject to constant changes. The uncertainty of regulatory issues is one of the material risks for the
Company in relation to its investments in blockchain projects. Also, we will invest in early stage blockchain projects and the
Company might have to wait for a long time before these companies could generate any returns or even survive and be successful.
We understand that the most early stage small companies will eventually fail and we could lose all our investment.

Outside
of its own funds, the Company also plans to cooperate with local governmental investment foundations in Xi’an and Beijing
to jointly provide seed money to support those projects. We currently do not have any specific sources of funds for such cooperative
projects and we will make that fact clear in our disclosures.

6.
Please clarify your disclosure in response to prior comments 1 and 2 to include a clear description of the project leases and
project finance business that will be conducted by Zhonglian Hengxin Assets Management Co. Ltd. In addition, please explain how
you intend to apply blockchain and artificial intelligence technologies to this business and clarify whether such technologies
will be used in your bulk agricultural products spot trading business. If you are currently in the developmental stage, please
clarify.

Response:
Currently, Zhonglian Hengxin only engages in the management of non-performing assets. Zhonglian Hengxin plans to enter into project
leases and project finance businesses with the application of blockchain and artificial intelligence technologies, and such activities
are currently in the planning stage and the specifics of these leases and project finance businesses have not yet been determined.
We also plan to use blockchain and AI technology in our bulk agricultural products spot trading business. These projects are all
in the planning and development stages and we do not have any specific details at this time, which we will make clear in our disclosures.

7.
We note you disclose in your responses to prior comment 3 that only NRC and DCON’s blockchain technologies are developed
and operational. Please revise your proposed disclosure in response to prior comment 1 to clarify that DCON is the only issuer
and exchange for mBTC and that you have not generated any meaningful revenue from DCON’s processing fee for currency exchange
between Bitcoin and mBTC. In addition, please clarify what “capital transfer, assets deposit, loan financing, online insurance,
assets transfer, funds and placements and crowdfunding services” DCON is in the process of developing and the status of
such development.

Response:
We will revise our proposed disclosure to clarify that DCON is the only issuer and exchange for mBTC and that we have not generated
any meaningful revenue from DCON’s processing fee for currency exchange between Bitcoin and mBTC. We will also revise our
disclosure to make clear that the services of capital transfer, assets deposit, loan financing, online insurance, assets transfer
and funds services contemplated by DCON are all in the development stage and more details are not currently available. Following
an internal regulatory review, we have determined that DCON will not to provide any placement or crowdfunding services.

    4

8.
We note your response to prior comment 5. Please revise your disclosure on page 5 of your filing to clarify, if true, that the
IB-Live license agreement relates to direct online and offline sales and remove any inference that the license agreement is associated
with the development of blockchain technology.

Response:
Currently, the IB-Live license agreement only relates to direct online and offline sales and it is not associated with the blockchain
technology. We plan to sell IB-Live products on the Shared Shopping Mall in the future when we complete the construction of that
platform, which we anticipate will be based on blockchain technology. We will revise our disclosure to clarify such arrangements.

9.
Please clarify your proposed disclosure in response to prior comment 6 to further discuss the current state of Nova Realm City’s
platform.

Response:
Currently, there are 6 communities and approximately 3,000 users on Nova Realm City. On Nova Realm City’s platform, every
operator of an NRC community and each user of NRC must register his or her real name to realize the services offered on NRC. NRC
implements Know-Your-Customer (“KYC”) protocols and financial system Anti-Money Laundering controls, and users must
complete these processes to receive the user rights on the NRC platform. NRC is capable of supporting 4.3 billion communities
that are independent from each other on its platform. A declaration document with signatures by the credit grantors are required
and publicized on the blockchain account book when a community of digital assets is established. Every operation and maintenance
actions of NRC is recorded by blockchain technology, so fraud can be relatively easily detected. NRC designed the “signature
consensus” (a signature consensus is a signature process that requires signing based on the account-keeping key automatically
generated for the account) especially for the instantaneity required by commercial account keeping system, so that transaction
recording can be implemented and confirmed in real time.

10.
Please expand your proposed disclosure in response to prior comment 8 to explain the meaning of “cold” wallets and
the purpose and effect of “real name registration.”

Response:
A “cold wallet” is a wallet that is not connected to the internet. A user can store his or her crypto assets in a
cold wallet if such user has no immediate plan to use those assets because it is safer than “hot wallet” storage,
which refers to a storage system that is connected to the internet and potentially more vulnerable to hacking. Through the use
of cold wallet technology, DCON can increase the safety of users’ assets, which can be selectively moved to “hot wallets”
in preparation for specific transactions.

    5

User
anonymity is an important property of the traditional blockchain system, which uses as its core premise absolutely free and anonymous
exchanges. However, there are disadvantages relating to user anonymity. For example, the loss of key records or hard drive failure
may result in the loss of tens of millions of dollars in assets. Aiming to become a blockchain-based financial center, DCON will
have real life business through its community stores, fund investment, mortgage loans, and similar products. Because these social
and business activities involve risks and large amounts of capital, they should be conducted under a framework of regulatory and
financial policies, which is a common theme in the worldwide financial system. Based on years of experience in the financial industry,
DCON has cautiously chosen the real-name system described above to make sure, to the extent possible, that the assets of its users
are protected and in compliance with applicable laws and regulations.

11.
In response to prior comment 9, you advise that both DCON DigiPay Limited and GlobalKey SharedMall Limited will issue tokens and
that you will take steps to ensure that DCO

Mail Stop 4628
July 17, 2018

Yongke Xue
Chief Executive Officer
Future FinTech Group Inc.
23F, National Development Bank Tower
No. 2 Gaoxin 1st Road, Xi’an, PRC 710075

Re: Future FinTech Group Inc.
  Registration Statement on Form S-3
Response dated Jun e 25, 2018
  File No.  333-224686

Dear Mr. Yongke Xue :

We have reviewed your response letter  and have the following comments .  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our May 24, 2018 letter .

General

1. We note your response to prior comment 1.  Please revise your prospectus cover page to
clearly reflect that your current business activities principally consist of fruit juice
manufacturing and that your name reflects your intent to transition to a financial
technology, online sales and internet distribution business, although such transition and
business is und er developm ent, and that you have not generated any significant revenues
from such services or products .

2. Please explain to us the relationship between your Shared Shopping Mall platform,
DCON and NRC.  In this regard, please describe t he types of payments that may be used
on these platforms and communities.

Yongke Xue
Future FinTech Group Inc.
July 17, 2018
Page 2

 3. Please tell us whether your DCON platform is and your Shared Shopping Mall platform
will be globally accessible.  In that regard, we note you supplementally advise that your
Shared Shopping Mall will be a globally -accessible shared online shopping center and
that tokens issued by your subsidiaries, DCON DigiPay Limited and GlobalKey
SharedMall Limited, may be used as payment for products sold on the Shared Shopping
Mall.  To  the exte nt such platforms are and will be globally accessible, please explain
how you and your subsidiaries will address the risk that you may be subject to regulation
by foreign jurisdictions, including the United States.

The Company, page 2

4. We note you state i n your response to prior comment 1 that you previously disclosed in
your periodic reports that Shaanxi China Agricultural Sil k Road Farm Products Trading
Center Co., Ltd. and Hedetang Farm Products Trading Market (Mei County ) Co., Ltd.
operate a bulk agric ulture products trading center.  However, your Form 10 -K for the
fiscal year ended December 31, 2017 discloses at page 42 that you are responsible for the
“construction and financing ,” rather than operation, of the kiwi fruit comprehensive deep
processing zone and Kiwi fruit and fruit -related mat erials trading zone .  You further
disclose therein  that the construction of the project  has been suspended due to cash flow .
Please revise your disclosure to explain your  role and  investment , including the status of
your investment, in the Mei County National Kiwi Fruit Wholesale Trading Center .  In
addition, please disclose whether the “construction and financing” of the trading zone
relates to hard assets or financial technology  assets, whether you have received any rental
income to date from cold storage , and how you expect to receive income from logistic
services.

5. In response to prior comment 1, you state that you will focus on the investment in, and
purchase of, early stage blockchain projects and that you plan to invest between $10 -20
million in this area of business, including shares of your common stock and cash on hand.
Please balance your disclosure regarding these intended plans by describing any material
obstacles or uncertaintie s to your ability to commence operations.  In this regard, please
also disclose the sources of funding for such projects.  If you do not have sources for such
funding, please clarify.

6. Please clarify your disclosure in response to prior comments 1 and 2 to  include a clear
description of the project leases and project finance business that will be conducted by
Zhonglian Hengxin Assets Management Co. Ltd.  In addition, please explain how you
intend to apply blockchain and artificial intelligence technologies to this business and
clarify whether such technologies will be used in your bulk agricultural products spot
trading business .  If you are curre ntly in the developmental stage , please clarify.

7. We note you disclose in your responses to prior comment 3 that only NRC and DCON’s
blockchain technologies are developed and oper ational.  Please revise your proposed
disclosure in response to prior comment 1 to clarify that DCON is the only issuer and

Yongke Xue
Future FinTech Group Inc.
July 17, 2018
Page 3

 exchange for mBTC and that you have not generated any meaningful revenue from
DCON’s processing fee for currency exchange between Bi tcoin and mBTC.  In addition,
please clarify what “capital transfer, assets deposit, loan financing, online insurance,
assets transfer, funds and placements and crowdfunding services” DCON is in the
process of developing and the status of such development .

8. We note your response to prior comment 5.  Please  revise your disclosure on page 5 of
your filing to clarify , if true,  that the IB -Live license agreement relates to  direct online
and offline sales  and remove any inference that the license agreement is associated with
the development of blockchain technology .

9. Please clarify your proposed disclosure in response to prior comment 6 to further discuss
the current state of Nova Realm City’s platform .

10. Please expand your proposed disclosure in response to prior comment 8 to explain the
meaning of “cold” wallets and the purpose and ef fect of “real name registration.”

11. In response to prior comment 9, you advise that both DCON DigiPay Limited and
GlobalKey SharedMall Limited will issue tokens an d that you will take  steps to ensure
that DCON DigiPay and GlobalKey Shared Mall will put into place measures to prevent
the tokens they may issue fr om being sold in the U.S. or to U.S. buyers.  Please
supplementally tell us the number of tokens issued to d ate, if any, and the mechanics of
how the tokens are or will be issued , exchanged  and/or sold.  Please also supplementally
tell us how the tokens may be used across your platforms.  In addition, please clarify
whether the mea sures you  intend to implement t o limit tokens from being sold in the U.S.
or to U.S. buyers will also limit the resale of such tokens in the U.S. and to U.S. buyers .

Please contact Karina V. Dorin, Staff Attorney, at (202) 551 -3763  or Loan Lauren
Nguyen, Legal Branch Chief, at (202)  551-3642 w ith any questions.

Sincerely,

 /s/ Loan Lauren Nguyen for

John Reynolds
Assistant Director
Office of Natural Resources

CORRESP
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June 25, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0405

Attention: Loan Lauren P. Nguyen, Legal
Branch Chief

    Re:
    Future FinTech Group Inc.

        Registration Statement on Form S-3

        Filed May 4, 2018

        File No. 333-224686

Dear Ms. Nguyen:

Future FinTech Group Inc. (“FTFT”
or the “Company” and sometimes referred to as “we” or “our”) is filing a response to the SEC
Comment Letter, dated May 24, 2018 (the “Comment Letter”), in connection with complying with the issues and outstanding
disclosure items set forth therein. For convenience of reference, we have included in this response letter the same caption and
paragraph numbers, as well as the text of the comments, set forth in the Comment Letter followed by our responses thereto.

The Company, page 2

1. We note you are in the process of transitioning
your main business operations and that you anticipate generating revenues from your financing leasing business, the acquisition
and disposal of financial assets and the application of blockchain technology for online sales of products. Please revise your
disclosure to:

 ● clearly
explain your plan of operations for each of your six enumerated business focuses as described on page 3; and

 ● discuss the material
costs that you expect to incur in order to provide all of the services described in the prospectus.

For example,
please describe the current business of your “bulk agricultural products spot trading business and financial technology businesses,”
and explain how such financial technology business relates to such bulk agricultural products trading business.

Similarly, please provide
a more specific discussion of your “related asset and equity investment management” focus, including a clear description
of the services you expect to provide and who you expect your customers to be. Please revise to address the six enumerated business
focuses as described on page 3.

Response:
We intend to revise our disclosure to include following the detailed descriptions of our six business focuses:

(i)
the online sales of fruit juice products and beverages, and consumer and health-related products, through GlobalKey Supply Chain
Limited (“GlobalKey Supply Chain”).

Our
GlobalKey Supply Chain is actively developing its online sales of fruit juice products and beverages, and consumer and health-related
products, and realized sales in the amount of RMB 347,000 (approximately $54,218) in the first quarter of 2018. Such development
and sales supplement our off-line sales of fruit juice and consumer products.

This
business is currently in operation and we do not expect any significant investment for this business.

(ii)
the design, development, testing, deployment and maintenance of a blockchain based Globally Shared Shopping Mall and other related
software systems.

Globally
Shared Shopping Mall (the “Shared Shopping Mall”) is being designed as a platform for a shared shopping mall experience
through the use of blockchain technology and artificial intelligence (“A.I.”) for the marketing, distribution, purchase
and sale of products by vendors and consumers around the world. The application of A.I. on the Shared Shopping Mall will include
the following functions:

(a)
recommendations: provide customer behavior analysis to the online sellers and provide recommendations of products targeted to particular
customers, as well as targeted product recommendation to the customers themselves;

(b)
A.I. assistance: the Shared Shopping Mall is being designed to understand vocal instructions from customers, reply to questions,
respond to customer instructions, and provide guidance as to the products and services offered in the Shared Shopping mall; and

(c)
intelligent purchases and logistics: provide compiled and aggregated data based upon big data collection and processing that will
allow vendors to anticipate product inventory and supply needs and prioritize logistics and warehousing arrangements.

The
Shared Shopping Mall is still under construction and development, and we expect to complete it and begin operations at the end
of 2018. After the completion of the platform, the Shared Shopping Mall will use the combination of blockchain technology, A.I.
and an open shopping experience described above to become a globally-accessible shared online shopping center. The Shared Shopping
Mall will have products sales, shopping and payment by cryptocurrencies to benefit the manufacturers, brand owners and consumers,
which will be a part of the experience for the practical use of the blockchain technology and A.I. in a real economy. Payments
will be remitted to the Shared Shopping Mall, then remitted to the appropriate vendors in the same form received. The Shared Shopping
Mall will be a part of GlobalKey Supply Chain mentioned above. We expect the total investment for this business is approximately
up to RMB 15 million (approximately $2,380,000), including the value of shares of our common stock issued as payment for development
and related services, as well as cash investment.

(iii)
the operation of a supply chain, logistics and trading business for fruit juice products, foods and other consumer and agricultural
products through Hedetang Farm Products Trading Market (Mei County) Co., Ltd.

      1

As
previously disclosed in our periodic reports, Shaanxi China Agricultural Silk Road Farm Products Trading Center Co., Ltd. and Hedetang
Farm Products Trading Market (Mei County) Co., Ltd. operate a bulk agriculture products trading center to provide services to trading
parties. There are a number of enterprises operating in the trading center, including 12 express delivery companies, 4 logistic
companies, 4 on-line sales companies, 2 packing companies and 3 agriculture companies, which have started paying rent for their
spaces in the center. In addition, all government departments that are relevant to the operations of the Mei County National Kiwi
Fruit Wholesale Trading Center have moved into our trading center. Currently, Mei County National Kiwi Fruit Wholesale Trading
Center is building a data platform for agricultural products in the western part of China, an agricultural business incubator,
and an online-to-offline agricultural products trading center. To meet these goals, the Company is upgrading its software to support
the data platform, which is expected to be completed in the third quarter of 2018. Upon the completion of the upgrade and when
trading of agricultural products starts, the trading center will generate income through rental income from cold storage and shops
as well as from logistic services. The total investment for this
project is expected to be up to RMB 6 million (approximately $950,000).

(iv)
bulk agricultural products spot trading business and financial technology businesses, including software development and information
services for the financial leasing and project finance industries through intelligent investment advisory and blockchain technology.

The
bulk agricultural products spot trading business will be operated by our indirectly owned subsidiary Hedetang Farm Products Trading
Market (Mei County) Co., Ltd. We expect to start the bulk agricultural products spot trading business in the third quarter of 2018
when the upgrade described above is completed. Customers will include fruit growers, brokers and other vendors involved in the
industry, and the spot trading business will allow for purchases and sales of fruit, cereals, and other farm products, from which
Hedetang Farm Products Trading Market (Mei County) Co., Ltd. will receive a flat management fee.

Zhonglian
Hengxin Assets Management Co., Ltd. (“Zhonglian Hengxin”), a 55% indirectly owned subsidiary of the Company, focuses
its businesses on project leases and project finances, including services related to the purchase and sale of financial debts.
It is in discussions regarding sevem projects. Of those projects, it has signed letters of intent with creditors for three projects
and the other four projects are still under due diligence review. The Company also has purchased certain distressed assets and
debts and Zhonglian Hengxin’s existing projects are the purchases of distressed assets, then restructure such assets and
sell them at a profit. Zhonglian Hengxin also plans to apply blockchain and A.I. technologies in this area in the future to facilitate
transactions and create an efficient consulting business. We plan to invest up to RMB 1 million (approximately $158,000) in cash
with Zhonglian Hengxin during its first year of business.

(v)
blockchain related asset and equity investment management and services

This
business will focus on the investment in, and purchase of, early stage blockchain projects that have strong potential as well as
business incubation and acceleration services for blockchain companies. We are in the process of searching for and identifying
promising candidates and this business is still under development. As described in our press release dated June 1, 2018, the Company
also plans to provide business incubation and acceleration services for blockchain companies as well as blockchain related training,
capital market and consulting services. We plan to invest between US$10-20 million in this area of business, including shares of
our common stock and cash.

      2

(vi)
the development and operation of a blockchain platform for cryptocurrency exchange, payment and other services through our 60%
owned subsidiary DCON DigiPay Limited (“DCON DigiPay”) incorporated in Japan.

The
main business of DCON DigiPay is to develop and operate a global digital payment system, “DCON,” through blockchain
technology. DCON is to be built as a transparent digital payment system backed by blockchain technology, which such business will
include: payment settlement, capital transfer, assets deposit, loan financing, online insurance, assets transfer, funds and placements
and crowdfunding services. DCON will also provide cryptocurrency exchange services. Currently, Bitcoin and mBTC can be exchanged
through DCON and we are working to increase the number of cryptocurrencies that may be available for exchange on DCON. Bitcoin
has a very high market value with each of them currently trading for thousands of dollars. As a currency, Bitcoin has limited everyday
usage for ordinary payments. Currently, mBTC has 1000000:1 exchange rate pegged against Bitcoin and can be used in real life by
consumers. Also, DCON and mBTC have an efficient trading system that can process 5,000 transaction per second and transactions
can be confirmed in seconds. There is no processing fee or mining cost for using or obtaining mBTC. Currently, the mBTC payment
system developed by DCON is online, in operation and has been appointed as the only payment system for the NRC communities, which
are discussed further below. The Company will receive revenues from the processing fees when customers use mBTC as a payment method.
DCON is in the process of developing other business areas mentioned above. In addition to the shares that we have issued to acquire
DCON assets as disclosed in our Current Report on Form 8-K filed on January 25, 2018, we anticipates investing up to RMB 5 million
(approximately $790,000) in DCON DigiPay, some of which has already been invested.

2. You disclose your
plans to take advantage of possible opportunities presented by the expanding interest in “FinTech,” including blockchain
technology, cryptocurrencies and other forms of digital assets. To the extent you are not engaged or you are engaged to only a
limited extent in a particular line of business, please include information to eliminate any misleading inference to such line
of business.

Response:

We will
include such information to clarify whether we are currently engaged in such business as well as to what extent in any particular
line of business that we are engaged in relates to blockchain technology, cryptocurrencies and other forms of digital assets in
the form of the above disclosures.

3. We note you will
use blockchain technology in different business segments, including online sales and internet distribution businesses, agricultural
products trading, to facilitate financial payments and transactions, and to create new opportunities. Please revise your disclosure
to clarify how you intend to implement blockchain technology and the current status of such technology, including whether your
blockchain technology is developed and operational, and your plans and timeframes for such development if such product is not operational
yet. Please disclose whether such blockchain is or will be open and public. In addition, please clarify what portion of your business
is related to e-commerce as compared to blockchain technology and whether you have generated any revenue from blockchain related
technology.

      3

Response:

We will
revise our disclosure to clarify how we intend to implement blockchain technology and the current status of the application of
such technology in our businesses as indicated in our response to question 1. Currently, only NRC and DCON’s blockchain technologies
are developed and operational and others are under development or to begin development in the near future. Our blockchain-based
platforms are or will be open and public. The Company has not generated any meaningful revenue from the blockchain-related technology.
Our e-commerce business includes online sale of fruit juice, consumer and health products and our Shared Shopping Mall, which is
under construction, will use blockchain technology. Currently, DCON charges no transaction fees for using mBTC and a 0.3% exchange
fee for currency exchange between Bitcoin and mBTC.

4. You disclose you
have entered into a services agreement for the development of your blockchain globally shared shopping mall platform. Please clarify
if this is your agreement with Reits (Beijing) Technology Co. Ltd. or identify the counterparty, and disclose the material terms
of this agreement. We note that you filed a services agreement as Exhibit 10.1 to your Form 8-K on December 22, 2017 for the development
of your blockchain globally shared shopping mall platform.

Response:

Yes,
this is the agreement with Reits (Beijing) Technology Co. Ltd. filed on as Exhibit 10.1 to our Current Report on Form 8-K filed
on December 22, 2017. We will clarify this disclosure.

5. We note you have
signed a license agreement with Shaanxi Entai-Biotechnology Co. Ltd. to serve as the sole global general distributor and operational
platform for IB-Live. Please describe the “platform for ‘IB-Live’” and clarify whether you currently use
your e-commerce platform to perform under this license agreement.

Response:

The platform
for IB-Live includes online and offline sales of IB-Live products. The online sales are made through our GlobalKey Supply Chain
Limited WeChat app store and the offline sales are made through our distributors. Both of these modes of sale are subject to the
license agreement.

6. Please expand
your disclosure to discuss the digital assets held by DCON DigiPay in which you own 60% interest and how these assets will interact
with the blockchain platform Nova Realm City. We note you state that DCON DigiPay is the only accepted payment system for Nova
Realm City communities. In this regard, revise to more clearly explain what consists of the Nova Realm City communities.

Response:

DigiPay
FinTech Limited owns a 60% ownership stake in the assets of DCON, including but not limited to all the business and technology
elements related to or attributable to DCON, such as its business plans and white papers, business and business models, architectures,
codes, software, applications, technologies, patents, copyrights, trade secrets, customer lists, business points, trading platforms,
digital rights, authe

Mail Stop 4628
May 24, 2018

Yongke Xue
Chief Executive Officer
Future FinTech Group Inc.
23F, National Development Bank Tower
No. 2 Gaoxin 1st Road, Xi’an, PRC 710075

Re: Future FinTech Group Inc.
  Registration Statement on Form S-3
Filed  May 4, 2018
  File No.  333-224686

Dear Mr. Yongke Xue :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

The Company, page 2

1. We note you are in the process of transitioning your main business operations and that
you anticipate generating revenues from your financing leasing business, the acquisition
and disposal of financia l assets and the application of blockchain technology for online
sales of products.  Please revise your disclosure to:
 clearly explain your plan of operations for each of your six enumerated  business
focuses  as described on page 3; and
 discuss the material  costs that you expect to incur in order  to provide all of the
services described in the prospectus.

For example, please describe the current business of your “bulk agricultural products spot
trading business and financial technology businesses,” and ex plain how such financial
technology business relates to such bulk agricultural products trading business.
Similarly, please provide a more specific discussion of your “related asset and equity

Yongke Xue
Future FinTech Group Inc.
May 24, 2018
Page 2

 investment management” focus, including a clear description of  the services you expect
to provide and who you expect your customers to be.   Please revise to address the six
enumerated  business focuses  as described on page 3.

2. You disclose your plans to take advantage of possible opportunities presented by the
expandi ng interest in “FinTech,” including blockchain technology, cryptocurrencies and
other forms of digital assets.  To the extent you are not engaged or you are engaged to
only a limited extent in a particular line of business, please include information to
eliminate any misleading inference to such line of business.

3. We note you will use blockchain  technology in different business segments, including
online sales and internet distribution businesses, agricultural products trading, to facilitate
financial payments and transactions, and to create new opportunities.  Please revise your
disclosure to cl arify how you intend to implement blockchain technology and the current
status of such technology, including whether your blockchain technology is developed
and operational,  and your plans and timeframes for such development if such product is
not operatio nal yet.  Please disclose whether such blockchain is or will be open and
public.  In addition, please clarify what portion of your business is related to e -commerce
as compared to blockchain technology and whether you have generated any revenue from
blockc hain related technology.

4. You disclose you have entered into a services agreement for the development of your
blockchain globally shared shopping mall platform.  Please clarify if this is your
agreement with Reits (Beijing) Technology Co. Ltd. or identif y the counterparty , and
disclose the material terms of this agreement.  We note that you filed a services
agreement as Exhibit 10.1 to your Form 8 -K on December 22, 2017 for the development
of your blockchain globally shared shopping mall platform .

5. We note you have signed a license agreement with Shaanxi Entai -Biotechnology Co. Ltd.
to serve as the sole global general distributor and operational platform for IB -Live.
Please describe the “platform for ‘IB -Live’” and clarify whether you currently use your
e-commerce platform to perform under this license agreement.

6. Please expand your disclosure to discuss the digital assets held by DCON DigiPay in
which you own 60% interest and how these assets will interact with the blockchain
platform Nova Realm Cit y.  We note you state that DCON DigiPay is the only accepted
payment system for Nova Realm City communities.  In this regard, revise to more clearly
explain what consists of the Nova Realm City communities.

Risk Factors, page 6

7. We note disclosure that  your activities are principally conducted by subsidiaries
operating in the PRC.  Please revise your disclosure to discuss how your new business
focus following the  contemplated  spin-off of your fruit juice business will impact your

Yongke Xue
Future FinTech Group Inc.
May 24, 2018
Page 3

 regulatory and business  risks.  In your revision, p lease include a discussion of the
government entities that enforce applicable regulations, including any PRC -regulations.

8. We note the risk factor titled “The blockchain related products and services that we are
developing have the potential to be used in ways we do not intend, including for criminal
or other illegal activities” in your Form 10 -K for the fiscal year ended December 31,
2017.  Please disclose how you intend to secure your blockchain and the risk of
manipulating you r blockchain technology.

Other

9. We note you issued a press release on December 22, 2017 disclosing that you may issue
“tokens ” to support the implementation and operation of your Globally Shared Shopping
Mall blockchain software system.  However, disclosure in your registration statement
only briefly refers to “tokens” in connection with DCON DigiPay.   Please clarify whether
you will be issuing tokens or accepting tokens as a form of payment for your products.

10. We note you issued a pre ss release on January 4, 2018 disclosing that your chief
executive officer, Mr. Yongke Xue, gifted you a 5% equity interest in Nova Realm
Limited.  Please revise to disclose this transaction and provide a brief description of Nova
Realm Limited’s  business.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Karina V. Dorin, Staff Attorney, at (202) 551 -3763  or Loan Lauren P.
Nguyen, Legal Branch Chie f, at (202) 551 -3642 w ith any questions.

Sincerely,

 /s/ Loan Lauren P. Nguyen  for

John Reynolds
Assistant Director
Office of Natural Resources

CORRESP
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FUTURE
FINTECH GROUP INC.

June 9, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Future FinTech Group Inc. (formerly known as SkyPeople Fruit Juice, Inc.)

Registration Statement
on Form S-1

Filed May 26, 2017

File No. 333-218276

Acceleration Request

Requested Date:
         June 12, 2017

Requested Time:
        4:00 p.m. Eastern Time

Ladies and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Future FinTech Group Inc. (the “Company”)
(formerly SkyPeople Fruit Juice, Inc.1) hereby respectfully
requests the Securities and Exchange Commission (the “Commission”) to accelerate the effective date of the above-
referenced Registration Statement and declare such Registration Statement effective at the “Requested Date” and “Requested
Time” set forth above or as soon thereafter as practicable.

In
connection with the acceleration request, the Company hereby acknowledges that:

    ●
    should the Commission or the staff of the Commission, 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 the staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If
you have any further comments, require any further information or if any questions should arise in connection with this submission,
please call Mr. Jeffrey Li at (202) 298-1735 or Ms. Chelsea Anderson at (206) 816-1312 at Garvey Schubert Barer.

    Sincerely,

    FUTURE FINTECH GROUP INC.

    By:
    /s/ Hongke Xue

        Hongke Xue

        Chief Executive Officer and

Chairman of the Board of Directors

    cc:

        Jeffrey Li, Garvey Schubert Barer

        Chelsea Anderson, Garvey Schubert Barer

1 The Company filed a Certificate of Amendment (the
“Amendment”) with the Secretary of State’s office for the State of Florida on June 6, 2017, to change its name,
effective immediately, to “Future FinTech Group Inc.”

Mail Stop 4628
June 6, 2017

Hongke Xue
Chief Executive Officer
SkyPeople Fruit Juice, Inc.
16F, National Development Bank Tower
No. 2 Gaoxin 1st Road, Xi’an, PRC  710075

Re: SkyPeople  Fruit Juice, Inc.
  Registration Statement on Form S-1
Filed  May 26, 2017
  File No.  333-218276

Dear Mr. Xue:

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact Karina V. Dorin, Attorney -Advisor,  at (202) 551 -3763 with any questions.

Sincerely,

 /s/ Kevin M. Dougherty for

H. Roger Schwall
Assistant Director
Office of Natural Resources

CORRESP
1
filename1.htm

SKYPEOPLE
FRUIT JUICE, INC.

February 21, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:  SkyPeople
Fruit Juice, Inc.

    Amendment No. 1 to Registration Statement
                                         on Form S-3/A

    Filed February 17, 2017

    File
No. 333-206353

Acceleration Request

Requested
Date:          February 23, 2017

Requested
Time:         10:30 a.m. Eastern Time

Ladies
and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, SkyPeople
Fruit Juice, Inc. (the “Company”) hereby respectfully requests the Securities and Exchange Commission (the
“Commission”) to accelerate the effective date of the above- referenced Registration Statement and declare
such Registration Statement effective at the “Requested Date” and “Requested Time” set forth above or
as soon thereafter as practicable.

In
connection with the acceleration request, the Company hereby acknowledges that:

•  should the Commission or the staff of the Commission,
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 the staff comments and the
declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

If you have any
further comments, require any further information or if any questions should arise in connection with this submission, please
call Mr. Jeffrey Li at (202) 298-1735 or Ms. Chelsea Anderson at (206) 816-1312 at Garvey Schubert Barer.

[Signature
Page Follows]

    Sincerely,

    SKYPEOPLE FRUIT JUICE, INC.

    By:
    /s/ Hongke Xue

    Hongke Xue
Chief Executive Officer and Chairman of the Board of Directors

    cc:

        Jeffrey Li, Garvey Schubert Barer

        Chelsea Anderson, Garvey Schubert Barer

Mail Stop 4628

August 18, 2015

Yongke Xue
Chief Executive Officer
SkyPeople Fruit Juice, Inc.
16F, China Development Bank Tower, No. 2
Gaoxin 1st Road, Xi’an, PRC
710075

Re: SkyPeople Fruit Juice, Inc.
  Registration Statement on Form S-3
Filed  August 13, 2015
  File No.  333-206353

Dear Mr. Xue :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company 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 wit h 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 th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Yongke Xue
SkyPeople Fruit Juice, Inc.
August 18, 2015
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact Karina V. Dorin  at (202) 551 -3763  with any questions.

Sincerely,

 /s/ Loan Lauren P. Nguyen for

H. Roger Schwall
Assistant Director
Office of Natural Resources

cc: Paul C. Levites

October 2 , 2013

Via E -mail
Mr. Xin Ma
Chief Financial Officer
SkyPeople Fruit Juice, Inc.
16F, China Development Bank Tower
No. 2, Gaoxin 1 st Road, Xi’an, PRC

Re: SkyPeople Fruit Juice, Inc.
Form 10 -K for the Fiscal Year Ended December 31, 2012
Filed March 29, 2013
File No. 001-34502

Dear  Mr. Ma :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the U nited States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require .

Sincerely,

 /s/H. Roger Schwall

 H. Roger Schwall
Assistant Director

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SkyPeople Fruit Juice, Inc.

16F, China Development Bank Tower

No. 2, Gaoxin 1st Road, Xi’an, PRC

Fax: (702) 895-7478

September 27, 2013

VIA EDGAR

Mr. H. Roger Schwall

Assistant Director

U.S. Securities and Exchange Commission

450 5th Street, N.W.

Washington, D.C. 20549

Re:

SkyPeople Fruit Juice, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2012

Filed March 29, 2013

Form 10-Q for the Fiscal Quarter Ended June 30, 2013

Filed August 13, 2013

File No. 001-34502

Dear Mr. Schwall:

This letter responds to the comments made in your letter dated September 19, 2013.

Form 10-K for the Fiscal Year Ended December 31, 2012

Executive Compensation, page 49

Summary Compensation of Named Executive Officers, page 50

1. Please disclose any compensation paid to Cunxia Xie during the year ended December 31, 2012. In that regard, we note you disclose in footnote 3 to the summary compensation table that Ms. Xie acted as CFO from January 1, 2012 through April 30, 2012.

 RESPONSE:

Please see Amendment No. 1 to Form 10-K for the year ended December 31, 2012.

Financial Statements, page F-1

Report of Independent Registered Public Accounting Firm, page F-1

2. Your accountants’ report indicates that it was signed and issued on March 29, 2012, a date which precedes the fiscal year end date of your financial statements. Please obtain a correctly executed opinion from your accountants, and include such in an amended Form 10-K filing. We remind you such amended Form 10-K filing should include updated officers’ certifications.

 RESPONSE:

Please see Amendment No. 1 to Form 10-K for the year ended December 31, 2012.

Form 10-Q for the Fiscal Quarter Ended June 30, 2013

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 14

3. Where you identify multiple factors that contributed to a change in your results of operation, in future filings, please quantify each contributing factor so an investor may assess the materiality of each factor. In that regard, we note that two or more factors are cited as a cause of a variance with respect to your general and administrative expenses and selling expenses.

 RESPONSE:

In future filings, where the Company identifies multiple factors that contributed to a change in its results of operations, the Company will quantify each contributing factor.

          In addition to the preceding, the Company hereby acknowledges the following:

*

the Company is responsible for the adequacy and accuracy of the disclosure in the filings,

*

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing, and

*

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

          We hope that we have adequately responded to your comments. If you have any additional comments, questions or request for further clarifications, please contact the undersigned.

Very truly yours,

SkyPeople Fruit Juice, Inc.

/s/Hongke Xue

Honge Xue

Chief Executive Officer

C: Donald F. Delaney, Staff Accountant

September 19, 2013

Via E -mail
Mr. Xin Ma
Chief Financial Officer
SkyPeople Fruit Juice, Inc.
16F, China Development Bank Tower
No. 2, Gaoxin 1 st Road, Xi’an, PRC

Re: SkyPeople Fruit Juice, Inc.
Form 10 -K for the Fiscal Year Ended December 31, 2012
Filed March 29, 2013
Form 10 -Q for the Fiscal Quarter Ended June  30, 201 3
Filed August 13, 2013
File No. 001-34502

Dear  Mr. Ma :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within 10 business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2012

Executive Compensation, page 49

Summary Compensation of Named Executive Officers, page 50

1. Please disclose any compensation paid to Cunxia Xie during the year ended December
31, 2012.  In that regard, we note you disclose in footnote 3 to the summary
compensation table that Ms. Xie acted as CFO from January 1, 2012 t hrough April 30,
2012.

Mr. Xin Ma
SkyPeople Fruit Juice, Inc.
September 19, 2013
Page 2

Financial Statements, page F -1

Report of Independent Registered Public Accounting Firm, page F -1

2. Your accountants’ report  indicates t hat it was signed and issued on March 29, 2012, a
date which precedes the fiscal year end date of your financial statements.  Please obtain a
correctly executed opinion from your accountants, and include such in an amended Form
10-K filing.  We remind you such amended Form 10 -K filing should include updated
officers’ certifications.

Form 10 -Q for the Fiscal Quarter Ended June 30, 2013

Management’s Discussion and Analysi s of Financial Condition and  Results of Operations, page 14

3. Where you identify multiple factors that contributed to a change in your results of
operation, in future filings, please quantify each contributing factor so an investor may
assess the materialit y of each factor.   In that regard, we note that two or more factors are
cited as a cause of a variance with respect to your general and administrative expenses
and selling expenses.

We urge all persons who are responsible for the accuracy and adequacy of  the disclosure
in the filing s to be certain that the filing s include the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a comp any’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing s;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing s; and

 the company may not assert staff comments as a de fense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. Xin Ma
SkyPeople Fruit Juice, Inc.
September 19, 2013
Page 3

 You may contact Donald F. Delaney, Staff Accountant,  at (202) 551 -3863,  or Kimberly
L. Calder , Assistant Chief  Accountant, at (202)  551-3701 , if you have questions regarding
comments on the financial statements and related matters.  Please contact Karina V. Dorin,  Staff
Attorney, at (202) 551 -3763, or, in her absence, Norman von Holtzendorff,  Staff Attorney, at
(202) 551 -3237 , or me , at (202)  551-3745,  with any other questions.

Sincerely,

 /H. Roger Schwall

 H. Roger Schwall
Assistant Director

January 17, 2012
 Via E-Mail

Xie Cunxia Chief Financial Officer SkyPeople Fruit Juice, Inc. 16F, National Bank Tower, No. 2 Gaoxin 1
st Road, Xi’an, China 710075

Re: SkyPeople Fruit Juice, Inc.
Form 8-K Filed December 30, 2011 File No. 001-34502

Dear Ms. Cunxia:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Ethan Horowitz

Ethan Horowitz Branch Chief

CORRESP
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    spucorresp_jan132012.htm

SkyPeople Fruit Juice, Inc.

16F, National Bank Tower, No. 2

Gaoxin 1st Road, Xi’an, China 710075

Via EDGAR

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Re:

Mr. Ethan Horowitz, Branch Chief

Ms. Shannon Buskirk, Staff Member

SkyPeople Fruit Juice, Inc. Form 8-K filed on December 30, 2011 (File No. 001-34502)

Dear Mr. Horowitz and Ms. Buskirk:

SkyPeople Fruit Juice, Inc. (the “Company”) hereby submits this letter in response to a comment letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated January 5, 2012, relating to the Company’s Current Report on Form 8-K filed with the Commission on December 30, 2011 with the file number 001-34502 (the “Original Form 8-K’).

The Company has responded to the Staff’s comments by revising the Original Form 8-K as requested by the Staff and filing an Amendment No. 1 to the Original Form 8-K with the Commission on January 13, 2012.

In response to the Staff’s comments, the Company further acknowledges the following:

·

the company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or would like to discuss the response, please contact me at my mobile phone at 86 150 2993 2946, or the Company’s Finance Vice President, Mr. Oliver Ma, at his mobile phone at 86 186 1173 9038. We both can be reached by fax at 86 29 8837 7295. You may also contact our corporate counsel Laura Luo of Winston & Strawn LLP at her office phone at 86 21 2208 2623 or her mobile phone at 86 138 1677 9335.

Sincerely yours,

SkyPeople Fruit Juice, Inc.

By: /s/ Cunxia Xie

Name: Cunxia Xie

Title: Chief Financial Officer

January 5, 2012
 Via Mail

Xie Cunxia Chief Financial Officer SkyPeople Fruit Juice, Inc. 16F, National Bank Tower, No. 2 Gaoxin 1
st Road, Xi’an, China 710075

Re: SkyPeople Fruit Juice, Inc.
 Form 8-K
Filed December 30, 2011 File No. 001-34502

Dear Ms. Cunxia:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within fi ve business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Form 8-K filed December 30, 2011

 1. Please correct the file number on the cover pa ge of your filing.  The correct file number
appears to be 001-34502.
 2. Please amend your filing to disclose whether the audit reports issued on the financial
statements for either of the past two fis cal years contained an  adverse opinion or
disclaimer of opinion or was otherwise qualified or modi fied.  Please refer to the
disclosure requirement of Regulation S-K, Item 304(a)(1)(ii) for further guidance.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Xie Cunxia SkyPeople Fruit Juice, Inc. January 5, 2012 Page 2

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Shannon Buskirk at (202)  551-3717 or me at (202) 551-3311 if you
have questions regarding comments on the fina ncial statements and related matters.

Sincerely,
   /s/ Ethan Horowitz
Ethan Horowitz Branch Chief

CORRESP
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SkyPeople Fruit Juice, Inc. - FORM correspondence

Via EDGAR

Mr. Brad Skinner

Mr. Bob Carrol

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20002

Re:

SkyPeople Fruit Juice

Form 10-K for the fiscal year ended December 31, 2009

File No. 1-14523

Dear Mr. Skinner and Mr. Carrol:

We submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter dated March 15, 2011 (the “Comment Letter”), relating to the Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the “10-K Report”) of SkyPeople Fruit Juice, Inc. (the “Company”, “We” or “Us”).

Our responses to the Staff’s comments are as follows (the numbered paragraphs below correspond to the numbered paragraphs of the Staff’s comment letter, which has been retyped in bold for your ease of reference):

Form 10-K for the fiscal year ended December 31, 2009

Note to Consolidated Financial Statements, page 81

General

1.

Your response to prior comment 1 from our letter dated January 18, 2011 indicates that, while segment reporting could be based on product information, you do not believe that the second and the third criteria under ASC paragraph 280-10-50-1 are met. With respect to the second criteria, you indicate that you do not allocate operating expenses and other expenses based on the product. Based on this, you have concluded that you do not have discrete financial information based on products. ASC paragraph 280-10-50-1 does not specify the nature or format of discrete financial information, and does not indicate a particular performance measure that must be disclosed. The disclosure you have provided in you MD&A and various earnings and investor presentation regarding sales, cost of sales and gross margin for various products indicates that, for purpose of segment reporting, you do have discrete financial information.

SkyPeople Fruit Juice, Inc.

Add:  16F, China Development Bank Tower, No.1  Gaoxin 1st RD, Xi’an, China     Postcode 710075

Tel: 0088-29-88377001    Fax: 0086-29-88377295

www.skypeoplefruitjuice.com

With respect to the third criteria, you indicate that your CODM allocates resources and reviews the overall performance of the company as a whole. However, disclosure provided in your MD&A and various earnings and investor presentation indicates that performance is evaluated, and expansion and other resource allocation decisions are made, based on product information.

In view of these factors, it is not clear to us why you believe that segment reporting on the basis of products is not required.  Accordingly, revise your presentation to include disaggregated segment information, or provide additional information or analysis that supports your current presentation.

Response:

In response to the Staff’s comments, we hereby advise the Staff that we intend to provide, in future filling, if applicable, disclosure of segment information, which shall include information about sales, and cost of sales by product segment in the body of our future filings and the footnotes to the financial statements contained therein. As the Company has already disclosed such information in the MD&A section of its Annual Report on Form 10-K for the fiscal year 2009 (the “2009 10-K”), we intend to add such segment information in a footnote to the financial statements contained in the 2010 10-K.

The Company hereby acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing and, (iii) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate your attention to this matter.  If you would like to discuss any of the foregoing, you may reach me in my office at 818-390-1272.

Sincerely,

SkyPeople Fruit Juice, Inc.

By:

/s/ Spring Liu

Spring Liu

Chief Financial Officer

cc:

SkyPeople Fruit Juice, Inc.

Xue Yongke, Chief Executive Officer and Chairman of the Board of Directors

Winston & Strawn LLP

Laura Luo, Esq.

SkyPeople Fruit Juice, Inc.

Add:  16F, China Development Bank Tower, No.1  Gaoxin 1st RD, Xi’an, China     Postcode 710075

Tel: 0088-29-88377001    Fax: 0086-29-88377295

www.skypeoplefruitjuice.com

March 21, 2011

Via Facsimile 86-29-88377295
Ms. Spring Liu
Chief Financial Officer Skypeople Fruit Juice, Inc. 16F, National Development Bank Tower No.2, Gaoxin 1
st Road
Xi’an, People’s Republic of China
 Re: Skypeople Fruit Juice, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 31, 2010
  File No. 1-34502

Dear Ms. Liu:    We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.             S i n c e r e l y ,                      /s/ Brad Skinner                  B r a d  S k i n n e r          Senior Assistant Chief Accountant

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

        DIVISION OF
      CORPORATION FINANCE

March 15, 2011
Via U.S. Mail and Facsimile 86-29-88377295

Ms. Spring Liu
Chief Financial Officer Skypeople Fruit Juice, Inc. 16F, National Development Bank Tower No.2, Gaoxin 1
st Road
Xi’an, People’s Republic of China
 Re: Skypeople Fruit Juice, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 31, 2010
  File No. 1-14523

Dear Ms. Liu:
We have reviewed your response filed on February 7, 2011 and have the following
comment.  In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
 Form 10-K for the Fiscal Year Ended December 31, 2009

 Notes to Consolidated Financial Statements, page 81

 General

1. Your response to prior comment numbe r 1 from our letter dated January 18, 2011
indicates that, while segment reporting coul d be based on product information, you do
not believe that the second and third criteria  under ASC paragraph 280-10-50-1 are met.

Ms. Spring Liu
Skypeople Fruit Juice, Inc. March 15, 2011 Page 2
 With respect to the second criteria, you indicate that you do no t allocate operating
expenses and other expenses based on produc ts.  Based on this, you have concluded that
you do not have discrete financial informa tion based on products.  ASC paragraph 280-
10-50-1 does not specify the nature or format of discrete financial information, and does
not indicate a particular perfor mance measure that must be disclosed.  The disclosure you
have provided in your MD&A and various earn ings and investor pr esentations regarding
sales, cost of sales and gross margins for va rious products indicates that, for purposes of
segment reporting, you do have discrete financial information.

With respect to the third criteria, you indica te that your CODM a llocates resources and
reviews the overall performance of the comp any as a whole.  However, disclosure
provided in your MD&A and vari ous earnings and investor pr esentations indicates that
performance is evaluated, and expansion and other resource allocation decisions are
made, based on product information.

In view of these factors, it is not clear to us why you belie ve that segment reporting on
the basis of products is not required.  Accord ingly, revise your pres entation to include
disaggregated segment information, or provide  additional information or analysis that
supports your current presentation.
 You may contact Bob Carroll at (202) 551-3362, or  me at (202) 551-3489 if you have questions
regarding comments on the financial stat ements and related matters.
        S i n c e r e l y ,                    / s /  B r a d  S k i n n e r          B r a d  S k i n n e r         Senior Assistant Chief Accountant

CORRESP
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SkyPeople Fruit Juice, Inc. - FORM correspondence

Via EDGAR

Mr. Brad Skinner

Mr. Bob Carrol

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20002

Re:

SkyPeople Fruit Juice

Form 10-K for the fiscal year ended December 31, 2009

File No. 1-14523

Dear Mr. Skinner and Mr. Carrol:

We submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter dated January 18, 2011 (the “Comment Letter”), relating to the Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the “10-K Report”) of SkyPeople Fruit Juice, Inc. (the “Company”, “We” or “Us”).

We have responded to each of the Staff’s comments either by providing (i) an explanation if we do not believe a revision is necessary, or (ii) a proposed disclosure in future filings.  Our responses to the Staff’s comments are as follows (the numbered paragraphs below correspond to the numbered paragraphs of the Staff’s comment letter, which has been retyped in bold for your ease of reference):

Form 10-K for the fiscal year ended December 31, 2009

Notes to Consolidated Financial Statement, page 81

General

1.

We note your response to our previous comment 6 and your conclusion that your operations represent one operating segment and, if your operations represented multiple segments, aggregation of those operating segments into a single reportable segment would be appropriate.

Your response indicates, in part, that you do not evaluate your business on a “separate operating segment basis” and your CODM “allocates resources and reviews the overall performance of the Company as a whole instead of individual subsidiaries.” However, we

noted that the information you provided in response or our specific request for the report your chief operating decision maker “reviews to make resources allocation decisions and assess performance” includes information on a disaggregated basis.  Additionally, we note that the MD&A in your 10-K, as well as recent earnings calls, include discussion of operation performance on a disaggregated basis. Based on these factors, it appears that there are separate components of your enterprise that meet the definition of operating segment in ASC paragraph 280-10-50-1.

Among other criteria, ASC paragraph 280-10-50-11 indicates that aggregation of operating segments is appropriate if the segments have similar economic characteristics. Based on the MD&A in your 10-K, as well as information in recent earnings calls, we understand that concentrated apple and pear juices commanded a lower margin than kiwi and other specialty concentrates. In this regard, we note the tabular presentation of gross margin percentage on page 50 of your Form 10-K for the fiscal year ended December 31, 2009, which indicates a wide range of gross margin percentages on page 23 in your Form 10-Q for the nine months ended September 30, 2010.

Revise your disclosure to include a presentation of segment information that is consistent with the requirement of ASC Topic 280-Segmetn Reporting. Alternatively, further explain to us why you believe your current presentation complies with that guidance.

Response:

ASC paragraph 280-10-50-1 defines an operating segment as a component of a business entity that has each of the three following characteristics:

1.

The component engages in business activities from which it may earn revenues and incur expenses (including start-up operations and revenues and expenses relating to transactions with other components of the same entity).

2.

The operating results of the component are regularly reviewed by the entity’s CODM to assess the performance of the individual component and make decisions about resources to be allocated to the component (“Characteristics No. 2”).

3.

Discrete financial information about the component is available (“Characteristics No. 3”).

Previously, in response to the Staff’s request dated September 27, 2010, we provided the Staff a copy of the reports showing the discrete financial information of each of our subsidiaries. Although each of our individual subsidiaries engages in business activities from which it can earn revenues and incur expenses, and discrete financial information based on the individual subsidiaries is available, we do not believe it is meaningful to conduct segment reporting based on subsidiaries as there is an overlap of products and processes among these subsidiaries. We believe segment reporting could be conducted based on products when the characteristics set forth in ASC paragraph 280-10-50-1 are found . We do not believe that Characteristic No. 2 and Characteristic No. 3 exist in our accounting based on products to warrant segment reporting as required under ASC paragraph 280-10-50-1.

Sufficient discrete information based on products is not available for segment reporting

We have been able to gather financial information to disaggregate the gross margins of our respective products. However, because of the overlap of products and processes among our subsidiaries, as well as the nature of our operations, we have not been able to identify a meaningful mechanism to allocate operating expenses and other expenses such as interest expenses based on our products to compute the complete financial information based on products.

For example, both our factories under the SkyPeople (China) and Huludao Wonder subsidiaries produce concentrated apple juice and pear juice, although the factory under SkyPeople (China) focuses more on pear juice production. We currently produce fruit beverages in our Qiyiwangguo factory, however, we plan to add a beverage line in our Huludao Wonder factory in the near future.

Generally, cost of fresh fruits accounts for a majority portion of our cost of goods sold with the cost of other materials, direct labor cost and factory overhead accounting for the remaining portion of our cost of goods sold. These costs are easily allocable to our products to calculate the gross margins of our respective products. However, we have not been able to identify a meaningful mechanism to allocate the operating expenses by products because of the nature of our operation.

Our operating expenses mainly include administrative expenses, selling expenses and R&D expenses. As two of our factories are located in provinces outside Shaanxi Province where our corporate headquarters are located, for the convenience of our internal control, a majority of the administrative work is conducted by our subsidiary, SkyPeople (China), such as human resources and accounting. It has been impracticable for us to separate such expenses by products.

Further, all of our fruit juice concentrates target similar market demographics and customers. Sales of our fruit juice concentrates are handled by our international trade department of SkyPeople (China). All of our juice beverages and fresh fruits are sold directly or indirectly through distributors to super markets in China. Sales of fruit beverage and fresh fruits sales are conducted by the sales department of SkyPeople (China). We are often requested by a customer to ship a combination of different products to such customers in one order, which makes it impracticable to allocate our selling expenses by products.

In addition, as our R&D forces and outside consultant are conducting R&D on different fruit juice concentrates and new fruit juice beverages simultaneously, it is impracticable to allocate our R&D expenses based on our products.

Because of the impracticality in allocating our operating and other expenses, we do not have sufficient discrete financial information based on products sufficient to allow segment reporting.

CODM allocates resources on a consolidated basis

As explained above, we do not have sufficient disaggregated financial information based on products available beyond the products’ respective gross margins. In addition, because of the overlap in products and processes among our subsidiaries, we do not believe allocation of resources based on disaggregated information of subsidiaries is meaningful in our overall planning, As such, we do not internally evaluate our business on a separate operating subsidiary basis. Rather, our CODM views any strategic development of products and services as an integral part of our business and makes any major business decisions and performance assessments on a consolidated basis.  Our CODM allocates resources and reviews the overall performance of the Company as a whole instead of individual subsidiaries.

We offer various products with varying gross margins. However, they all utilize the same manufacturing processes, logistics networks, sales and marketing resources. Even though complete discrete information for each of our products is not available to allow segment reporting, we have voluntarily provided disaggregated information about our products, such as their respective gross margins, to the extent they are available, in our Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) because we believe our investors would benefit from this information. However, because we do not have sufficient discrete information of our products, and because our CODM does not allocate resources based on disaggregated financial information of individual subsidiaries, we are not able, and we do not believe that we are required, to conduct segment reporting under ASC paragraph 280-10-50-1.

2.  We note your recompense to our prior comment 7. Tell us if you plan to provide the required disclosure pursuant to ASC 280-10-50-21 in future fillings.

FASB ASC 280-10-50-21 is related to factors used to identify a public entity's reportable segments and types of products and services from which each reportable segment derives its revenues. Please refer to our response to comment No. 1 above.  We have included revenue by product disclosure in the MD&A section of our existing filings.  In the future, we intend to continue to include similar revenue by product disclosure in the MD&A section of our filings as well as in the relevant footnotes to our financial statements.

The Company hereby acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate your attention to this matter.  If you would like to discuss further about our responses, I can be reached at 818-390-1272.

Sincerely,

SkyPeople Fruit Juice, Inc.

By:  /s/ Spring Liu

Spring Liu

Chief Financial Officer

cc:

SkyPeople Fruit Juice, Inc.

Xue Yongke, Chief Executive Officer and Chairman of the Board of Directors

Winston & Strawn LP

Laura H. Luo, Esq.

CORRESP
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SkyPeople Fruit Juice, Inc. - FORM correspondence

February 1, 2011

Via EDGAR

Mr. Brad Skinner

Mr. Bob Carrol

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20002

Re:

SkyPeople Fruit Juice

Form 10-K for the fiscal year ended December 31, 2009

File No. 1-14523

We have received your comment letter, dated January 18, 2011, on January 20, 2011, relating to our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 which was filed on March 30, 2010 (the “Comment Letter”). In the Comment Letter, the staff requested that we respond to the Comment Letter within 10 business days of the letter (the “Deadline”).

Our office will be closed from February 2 to February 10 for the Chinese New Year. In order to address your comments properly and sufficiently, the Company respectfully requests that you extend the deadline to February 15, 2011.

We appreciate your understanding.  If you have any concerns or questions, please contact me at (011-86) 187-0671-2920 or email me at spring_liu@skypeoplefruitjuice.com.

SkyPeople Fruit Juice, Inc.

By:

/s/ Spring Liu

Spring Liu, Chief Financial Officer

cc:

SkyPeople Fruit Juice, Inc.

Xue Yongke, Chief Executive Officer and Chairman of the Board of Directors

Winston & Strawn LP

Laura H. Luo, Esq.

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

        DIVISION OF
      CORPORATION FINANCE

January 18, 2011
Via U.S. Mail and Facsimile (626) 821-9361

Ms. Spring Liu
Chief Financial Officer Skypeople Fruit Juice, Inc. 16F, National Development Bank Tower No.2, Gaoxin 1
st Road
Xi’an, People’s Republic of China
 Re: Skypeople Fruit Juice, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 31, 2010
  File No. 1-14523

Dear Ms. Liu:
We have reviewed your response filed on November 3, 2010 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
 Form 10-K for the Fiscal Year Ended December 31, 2009

 Notes to Consolidated Financial Statements, page 81

 General

1. We note your response to our prior comment 6 and your conclusions that your operations
represent one operating segment and, if you were determined that your operations
represented multiple operating segments, aggregation of those operating segments into a single reportable segment would be appropriate.

Ms. Spring Liu
Skypeople Fruit Juice, Inc. January 18, 2011 Page 2

Your response indicates, in part, that you do not evaluate your business on a “separate
operating segment basis” and that your C ODM “allocates resources and reviews the
overall performance of the company as a w hole instead of individual subsidiaries”.
However, we note that the information you pr ovided in response to our specific request
for the reports your chief operating decision ma ker “reviews to make  resource allocation
decisions and to assess performance” includes information on a disaggregated basis.  Additionally, we note that MD&A in your 10-K, as well as recent earnings calls, include
discussion of operating performance on a disaggr egated basis.  Based on these factors, it
appears that there are separate components of  your enterprise that meet the definition of
operating segment in ASC paragraph 280-10-50-1.

Among other criteria, ASC paragraph 280-10- 50-11 indicates that aggregation of
operating segments is appropriate  if the segments have similar economic characteristics.
Based on the MD&A in your 10-K, as well as information in a recent earnings call, we
understand that concentrated apple and pear juices command a lower gross margin than
kiwi and other specialty concentrates.  In this  regard, we note the ta bular presentation of
gross margin percentages on page 50 of your Form 10-K for the fiscal year ended
December 31, 2009, which indicates a wide ra nge of product gross margin percentages
for both 2009 and 2008.  We also note the range of gross margin percentages on page 23
in your Form 10-Q for the nine months ended September 30, 2010.

Revise your disclosure to incl ude a presentation of segment in formation that is consistent
with the requirements of ASC Topic 280 – Segment Reporting.  Alternatively, further
explain to us why you believe your current pres entation is complies with that guidance.

2. We note your response to our prior comment 7.  Tell us if you plan to provide the
required disclosure pursuant to ASC 280-10-50-21 in future filings.
 You may contact Bob Carroll at (202) 551-3362, or  me at (202) 551-3489 if you have questions
regarding comments on the financial stat ements and related matters.
        S i n c e r e l y ,                   / s /  B r a d  S k i n n e r          B r a d  S k i n n e r         Senior Assistant Chief Accountant

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Via EDGAR

Mr. Brad Skinner

Mr. Bob Carrol

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20002

Re:

SkyPeople Fruit Juice

Form 10-K for the fiscal year ended December 31, 2009

File No. 1-14523

Dear Mr. Skinner and Mr. Carrol:

We submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter dated September 27, 2010 (the “Comment Letter”), relating to the Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the “10-K Report”) of SkyPeople Fruit Juice, Inc. (the “Company”, “We” or “Us”).

We have responded to each of the Staff’s comments either by providing (i) information as requested by the Staff, (ii) an explanation if we do not believe an revision is necessary, or (iii) a proposed disclosure in future filings.  Our responses to the Staff’s comments are as follows (the numbered paragraphs below correspond to the numbered paragraphs of the Staff’s comment letter, which has been retyped in bold for your ease of reference):

Form 10-K for the fiscal year ended December 31, 2009

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 34

Comparison of Operation Results, page 49

Comparison of years ended December 31, 2009 and 2008, page 49

Operating Expense, page 52

1. We note your disclosure that you recorded all the depreciation expense related with your production machinery in general and administrative expenses in the squeezing season of 2008, and during the squeezing season of 2009, the depreciation expenses related to you production equipment was recorded in the cost of goods sold. Please quantify the amount of depreciation that was recorded in general and administrative expense in 2008, and the impact this had on your gross margins presented on page 50. Tell us why you classify the depreciation expense related to production machinery on different line items within your statement of operations based on the demand for your products. Further, clarify how this disclosure is consistent with Note 3 on page 89 which states deprecation related to property and equipment used in production is reported in cost of sales.

SkyPeople Fruit Juice, Inc.

Add: 16F, China Development Bank Tower, No. 2 Gaoxin 1st RD, Xi'an, China     Postcode: 710075

Tel:  0086-29-88377001    Fax:  0086-296-88377295

www.skypeoplefruitjuice.com

-1-

Response: In response to the Staff’s comment, the Company hereby clarifies to the Staff that we do not classify the depreciation expense related to production machinery on different line items within our statement of operations based on demand for our products. Rather, we classify such depreciation expense based on whether our production machinery and equipment are used in producing products.

As discussed in the 10-K Report, our business operations are mildly seasonable because our production of concentrated fruit juice is based on the availability of the fresh fruits. Our machinery and equipment are used in production only during the squeezing season when fresh fruits are available.  In accordance with Standards of Financial Accounting and Reporting, Amendment of ARB No. 43, paragraph 5 and footnote 2 of ARB 43, Chapter 4, issued by the Financial Accounting Standards Board in November 2004 (attached hereto as Exhibit A for your convenience), we consistently records depreciation expenses in cost of sales during the squeezing season when property and equipment are used in production; and in general and administrative expenses during non-squeezing season when they are not used in production. By doing this, our inventory will not be overstated as a consequence of low production activities during a non- squeezing season or during a period in a squeezing season when the production is abnormally low. This approach is consistent with our disclosure in Note 3 on page 89 of the 10-K that depreciation related to property and equipment used in production is reported in cost of sales. Property, plant and equipment are depreciated over their estimated useful lives using the straight line method over the useful lives of such property and equipment.

With respect to our disclosure on page 52 of the 10-K Report regarding the decrease in general and administrative expenses in 2009 compared to 2008 due to the decrease in depreciation expenses for our Huludao Wonder facility, our Huludao Wonder facility, which produces concentrated apple juice, was operating near its full capacity during the squeezing season of 2009.  Accordingly, substantially all the depreciation expenses related to our production machinery at Huludao Wonder were recorded in the cost of goods sold in 2009.  In 2008, our Huludao Wonder facility did not produce any concentrated apple juice during the squeezing season in 2008 due to the lower demand for concentrated apple juices in the international market as a result of the instability of the world financial markets and their influence on the global economy. Accordingly, depreciation expenses related to our production machinery in Huludao Wonder facility were recorded in the general and administrative expenses.

With respective to the disclosure of the depreciation expenses for our Huludao Wonder facility under the “operating expenses” of Item 7 or our 10K report, depreciation expense for Huludao Wonder facility included in general and administration expenses for the years ended December 31, 2009 and 2008 were $11,763 and $486,328, respectively. Depreciation expense included in cost of sales for the years ended December 31, 2009 and 2008 were $583,431 and $97,798, respectively.

The deprecation cost included in the cost of goods sold accounted for 98% and 17% of the total depreciation expenses (including depreciation expenses for other fixed assets) of Huludao Wonder facility in 2009 and 2008, respectively.

SkyPeople Fruit Juice, Inc.

Add: 16F, China Development Bank Tower, No. 2 Gaoxin 1st RD, Xi'an, China     Postcode: 710075

Tel:  0086-29-88377001    Fax:  0086-296-88377295

www.skypeoplefruitjuice.com

-2-

Our production capacity for concentrated apple juice is roughly estimated to be 10,000 tons annually. We only produced 1,251 tons of concentrated apple juice in 2008, which was about 13% of the total output capacity.  In 2009, we produced 9,051 tons of concentrated apple juice, which was about 91% of the total output capacity.

Depreciation expense included in general and administration expenses for the years ended December 31, 2009 and 2008 were $229,555 and $600,084, respectively. Depreciation expense included in cost of sales for the years ended December 31, 2009, and 2008 were $1,608,539 and $1,139,028, respectively. As a result, our gross margin of 2009 and 2008 was reduced by $$1,608,539 and $1,139,028, respectively, by the depreciation expenses.

We believe that the depreciation expenses of our property and equipment were correctly allocated, based on the nature of the use of such property and equipment, to the general and administration expenses and cost of goods sold in 2008 and 2009, respectively.

Other Income (Expenses), Net, page 53

2. We note your subsidy income of $2.2 million in 2009 from the local government, and that $1.3 million of that total was provided to support your kiwifruit industrialization development plan. We also note you recorded an additional $2.2 million in subsidy income from the Shaanxi government for similar programs in the six months ended June 30, 2010. Please revise your footnote disclosure to more fully describe the terms of these subsidies and your policies for recognition of these subsidies in income.

Response: As we disclosed in Note 3 of the 10K report, we recognize a government subsidy when there is reasonable assurance that we complied with any conditions attached to the grant and the grant will be received.  In response to the Staff’s comment, the Company hereby clarifies with the Staff that, as disclosed on page 53 of the 10-K Report, the local government granted the Company various subsidies based on the Company’s recognized status as a “High and New Technology Enterprise in Shaanxi Province” for the past three years.  Historically, there has been no specific condition or terms attached to any of our government grants. As such,  the Company recognized such amounts as other income at the time such amounts were granted to the Company. On page 24 of the 10-K Report, under the risk factor entitled “We benefit from various forms of governmental subsidies and grants, the withdrawal of which could affect our operations”, the Company further indicated to the effect that there is no assurance that the Company will continue to be eligible for government grants or other forms of government support. The Company believes that it has adequately and accurately disclosed the nature of the government subsidies and the accounting policy based on which such government subsidies were recognized with respect to its past government subsidies in the 10-K Report.  If the Company receives government grants or subsidies in the future, to the extent there are specific conditions and/or terms attached to such grants or subsidies, the Company fully intends to disclose such conditions and terms accordingly in the appropriate filing(s) with the Commission.

SkyPeople Fruit Juice, Inc.

Add: 16F, China Development Bank Tower, No. 2 Gaoxin 1st RD, Xi'an, China     Postcode: 710075

Tel:  0086-29-88377001    Fax:  0086-296-88377295

www.skypeoplefruitjuice.com

-3-

Liquidity and Capital Resource, page 54

3. We note that the number of days sales in account receivable increased significantly at December 31, 2009 as compared to the prior year end and appears to be significantly in excess of your stated credit terms. With a review towards additional disclosure, explain to us, in reasonable detail, the reason for the increase in your accounts receivable and how the resulting balance is consistent with the credit term you have disclosed in your filling.

Response: Our general sales agreement requires the distributors to pay us after we deliver the products to them, which is not contingent on resale to end users.  Our credit terms for distributors with good credit history are from 30 days to 90 days.  For new customers, we usually require 100% advance payment for direct export sales. As disclosed in the Critical Accounting Policies of our 10K report, our historical bad debt rate of our accounts receivable is less than 0.5%. Management believed that its allowance for doubtful accounts was adequate as of December 31, 2009. As of December 31, 2009, our accounts receivable within the term of 30 days accounted for 44% of our total outstanding accounts receivable; accounts receivable within the term of 60 days accounted for 38% of our total outstanding accounts receivable; accounts receivable within the term of 90 days accounted for 13% of our total outstanding accounts receivable; and accounts receivable within the term of over 120 days accounted for 5% of our total outstanding accounts receivable. We believe that the increase in accounts receivable turnover in days in 2009 compared with 2008 was mainly due to an increase of $16,570,957, or 86%, in revenue in the fourth quarter of 2009, compared to the same period of 2008. The accounts receivable increased by $12,492,941, or 84%, to $27,398,821 as of December 31, 2009 from $14,905,880 as of September 30, 2009, which was mainly due to the increase in revenue in the fourth quarter of 2009

4. Send us, as supplemental information, an aging of your accounts receivable as of December 31, 2008 and 2009. Clearly indicate the date of sales, terms of the sale, payment history, remaining balance and aging as of year-end.

Response: In response to the Staff’s comment, the Company hereby provides to the Staff the Accounts Receivable Analysis Report as Exhibit B to this letter for your review.

Financial Statements, page 75

Consolidated Statement of Operations and Comprehensive Income, page 78

5. Based on your disclosure on page 52, it appears that you have reported the depreciation expense for production machinery as an operating expense and hence, exclude this depreciation and amortization expenses from gross margin. To avoid placing under emphasis on “cash flow”, depreciation and amortization should not be positioned in the income statement in a manner which results in reporting a figure for income before depreciation; we refer you to SAB Topic 11:B. Please revise your presentation to comply with this guidance.

SkyPeople Fruit Juice, Inc.

Add: 16F, China Development Bank Tower, No. 2 Gaoxin 1st RD, Xi'an, China     Postcode: 710075

Tel:  0086-29-88377001    Fax:  0086-296-88377295

www.skypeoplefruitjuice.com

-4-

Response: SAB Topic 11: B states “If cost of sales or operating expenses exclude charges for depreciation, depletion and amortization of property, plant and equipment, the description of the line item should read somewhat as follows: "Cost of goods sold (exclusive of items shown separately below)" or "Cost of goods sold (exclusive of depreciation shown separately below).” Only part of our depreciation expenses of Huludao Wonder facility was excluded from cost of sales.  Depreciation expense for Huludao Wonder facility included in general and administration expenses for the years ended December 31, 2009 and 2008 were $11,763 and $486,328, respectively. Depreciation expense included in cost of sales for the years ended December 31, 2009 and 2008 were $583,431 and $97,798, respectively.

Therefore, we believe that the depreciation related to property, plant and equipment used in production was properly recorded as cost of sales and hence SAB Topic 11:B is properly followed.

6. We note that you operate four different manufacturing facilities, and that each “has a focus on juice products centering around one particular fruit according to the proximity of such manufacturing to the supply center of that fruit.” Separately, we note that your MD&A includes operating results for various fruit-based products. In view of these factors, explain to us how you have applied the guidance of ASC Topic 280-Segment Reporting. As part of your response, tell you how you have identified your operating segments and whether operating segments have been aggregated. To the extent you have aggregated segments, explain, in reasonable details, how you have applied the aggregation criteria of ASC paragraph 280-10-50-11, including similarity of economic characteristics. As part of your response, provide us with a copy of the report your chief operating decision maker reviews to make resource allocation decision and to assess performance.

Response:

A. Operating Segments and Aggregation

In response to the Staff’s comment, the Company respectfully advises the Staff that the Company has identified our operating segments based on FASB ASC 280 and applied the aggregation criteria of ASC paragraph 280-10-50-11 based on the following analysis:

Based on our understanding, FASB ASC 280 requires the use of management approach; that is, segment reporting depends on the firm's internal organization. FASB ASC 280 defines an operating segment as a component:

a) that engages in business activities generating revenues and incurring expenses;

b) whose operating results are regularly reviewed by the enterprise's chief operating decision maker (“CODM”) to allocate resources and assess performance; and

c) for which discrete financial information is available.

SkyPeople Fruit Juice, Inc.

Add: 16F, China Development Bank Tower, No. 2 Gaoxin 1st RD, Xi'an, China     Postcode: 710075

Tel:  0086-29-88377001    Fax:  0086-296-88377295

www.skypeoplefruitjuice.com

-5-

We have four subsidiaries that produce fruit juice and related fruit juice products. Each of our factories is located

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Via U.S. Mail and EDGAR

Bob Carroll

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20002

 Re:
SkyPeople Fruit Juice
Form 10-K for the fiscal year ended December 31, 2009

File No. 1-14523

Dear Mr. Carroll,

We have received your comment letter, dated September 27, 2010 to our Company, SkyPeople Fruit Juice, Inc., relating to our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 which was filed on March 31, 2010 (the “Comment Letter”).

Please be advised that our China offices and facilities will be closed from October 1, 2010 to October 8, 2010 for the national holiday in connection with the National Day of China. In addition, management of the company is expected to visit the States for previously scheduled meetings and business activities between October 13, 2010 and October 22, 2010.  In order to address your comments properly and sufficiently, we would like to request that the staff grant us an extension for us to respond to your Comment Letter. We plan to submit our reply to the Comment Letter by November 3, 2010.

We appreciate your understanding. If you have any concerns or questions, please contact Spring Liu, Chief Financial Officer, at (818) 390-1272.

Very truly yours,

/s/ Spring Liu

Spring Liu

Chief Financial Officer

SkyPeople Fruit Juice, Inc.

Add: 16F, China Development Bank Tower, No.2 Gaoxin 1st RD, Xi'an, China       Postcode: 710075

Tel: 0086-29-88377001     Fax: 0086-29-88377295

www.skypeoplefruitjuice.com

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

DIVISION OF
CORPORATION FINANCE

        September 27, 2010

Via U.S. Mail and Facsimile (626) 821-9361

Ms. Spring Liu
Chief Financial Officer Skypeople Fruit Juice, Inc. 16F, National Development Bank Tower No.2, Gaoxin 1
st Road
Xi’an, People’s Republic of China
 Re: Skypeople Fruit Juice, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 31, 2010
  File No. 1-14523

Dear Ms. Liu:
We have reviewed your Form 10-K for the Fiscal Year Ended December 31, 2009
and have the following comments. We have limited our review of your filing to those issues we have addressed in our comments.  Where indicated, we think you should revise your document 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.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
Form 10-K for the Fiscal Year Ended December 31, 2009

Ms. Spring Liu
Skypeople Fruit Juice, Inc.
September 27, 2010 Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 34
 Comparison of Operation Results, page 49

 Comparison of years ended December 31, 2009 and 2008, page 49

 Operating Expenses, page 52

 1. We note your disclosure that you recorded all the depreciation expense related with your production machinery in general and administrative expenses in the squeezing season of 2008, and during the squeezing season of 2009, the depreciation expense related to your production equipment was recorded in cost of goods sold.  Please quantify the amount of depreciation that was recorded in general and administrative expense in 2008, and the impact this had on your gross margins presented on page 50.  Tell us why you classify the depreciation expense related to production machinery on different line items within your statement of operations based on demand for your products.  Further, clarify how this disclosure is consistent with Note 3 on page 89 which states depreciation related to property and equipment used in production is reported in cost of sales.

Other Income (Expense), Net, page 53

2. We note your subsidy income of $2.2 million in 2009 from the local government, and that $1.3 million of that total was provided to support your kiwifruit industrialization development plan.  We also note you recorded an additional $2.2 million in subsidy income from the Shaanxi government for similar programs in the six months ended June 30, 2010.  Please revise your footnote disclosure to more fully describe the terms of these subsidies and your policies for recognition of these subsidies in income.

Liquidity and Capital Resources, page 54

3. We note that the number of days sales in accounts receivable increased significantly at December 31, 2009 as compared to the prior year end and appears to be significantly in excess of your stated credit terms. With a view towards additional disclosure, explain to us, in reasonable detail, the reasons for the increase in your accounts receivable and how the resulting balance is consistent with the credit terms you have disclosed in your filing.

Ms. Spring Liu
Skypeople Fruit Juice, Inc.
September 27, 2010 Page 3

4. Send us, as supplemental information, an aging of your accounts receivable as of December 31, 2008 and 2009.  Clearly indicate the date of sale, terms of the sale, payment history, remaining balance and aging as of year-end.

Financial Statements, page 75

 Consolidated Statement of Operations and Comprehensive Income, page 78

5. Based on your disclosure on page 52, it appears that you have reported the depreciation expense for production machinery as an operating expense and hence, excluded this depreciation and amortization expense 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 which results in reporting a figure for income before de preciation; we refer you to SAB Topic
11:B. Please revise your presentation to comply with this guidance.

Notes to Consolidated Financial Statements, page 81

General
 6. We note that you operate four different manufacturing facilities, and that each “has a focus on juice products centering around one particular fruit according to the proximity of such manufacturing to the supply center of that fruit.”  Separately, we note that your MD&A includes operating results for various fruit-based products.  In view of these factors, explain to us how you have applied the guidance of ASC Topic 280 – Segment Reporting.  As part of your response, tell us how you have identified your operating segments and whether operating segments have been aggregated.  To the extent you have aggregated segments, explain, in reasonable detail, how you have applied the aggregation criteria of ASC paragraph 280-10-50-11, including similarity of economic characteristics.  As part of your response, provide us with a copy of the reports your chief operating decision maker reviews to make resource allocation decisions and to assess performance.
 7. Explain to us how you have considered the disclosure requirements of ASC paragraphs 280-10-50-21 and 280-10-50-40 through 280-10-50-42.
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Ms. Spring Liu
Skypeople Fruit Juice, Inc.
September 27, 2010 Page 4

  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.     You may contact Bob Carroll at (202) 551-3362, or me at (202) 551-3489 if you have questions regarding comments on the financial statements and related matters.             S i n c e r e l y ,                    / s /  B r a d  S k i n n e r          B r a d  S k i n n e r         Senior Assistant Chief Accountant

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August 24, 2010

VIA EDGAR AND FACSIMILE (202) 772-9206

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attention:

Anne Nguyen Parker, Branch Chief

Norman von Holtzendorff, Attorney-Advisor

RE:

SkyPeople Fruit Juice, Inc.  (the “Company”)

Registration Statement on Form S-1

File No. 333-166194 (the “Registration Statement”)

    Ladies and Gentlemen:

    On August 23, 2010, the Company requested acceleration of the effective date and time of the Registration Statement to 5:00 p.m. on August 25, 2010. The Company hereby withdraws such request.

    Thank you for your assistance throughout the review process.

Very truly yours,

SkyPeople Fruit Juice, Inc.

By:

/s/ Yongke Xue

Name:

Yongke Xue

Title:

Chief Executive Officer

cc:

Rick Kline
Laura Luo

Wilson Sonsini Goodrich & Rosati, P.C.

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    spacelreqwdrodman-aug242010.htm

August 24, 2010

VIA EDGAR AND FACSIMILE (202) 772-9206

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attention:

Anne Nguyen Parker, Branch Chief

Norman von Holtzendorff, Attorney-Advisor

RE:

SkyPeople Fruit Juice, Inc.  (the “Company”)

Registration Statement on Form S-1

File No. 333-166194 (the “Registration Statement”)

    Ladies and Gentlemen:

    On August 23, 2010, Rodman & Renshaw , LLC requested acceleration of the effective date and time of the Registration Statement to 5:00 p.m. on August 25, 2010. Rodman & Renshaw, LLC hereby withdraws such request.

    Thank you for your assistance throughout the review process.

Very truly yours,

Rodman & Renshaw, LLC

By:

/s/ Gregory R. Dow

Name:

Gregory R. Dow

Title:

General Counsel

cc:

Rick Kline
Laura Luo

Wilson Sonsini Goodrich & Rosati, P.C.

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August 24, 2010

Via EDGAR and Facsimile

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Anne Nguyen Parker, Branch Chief

Norman von Holtzendorff, Attorney-Advisor

RE:

SkyPeople Fruit Juice, Inc.

Registration Statement on Form S-1

File No. 333-166194

Acceleration Request

Requested Date:

August 24, 2010

Requested Time:

5:00 PM Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Skypeople Fruit Juice, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1, as amended (File No. 333-166194) (the “Registration Statement”), be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company may request by telephone to the Securities and Exchange Commission (the “Commission”).  The Company hereby authorizes Richard Kline and Laura Luo of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

In connection with the acceleration request, the Company hereby acknowledges that:

·

should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

·

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

·

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Securities and Exchange Commission

Re: Skypeople Fruit Juice, Inc.

August 24, 2010

Page 2

We request that we be notified of the effectiveness of the Registration Statement by telephone to our counsel Laura Luo of Wilson Sonsini Goodrich & Rosati, Professional Corporation, at her US mobile phone at 650-521-7365 or her China mobile phone at 011-86-136-216-215-72.  Please also provide a copy of the Commission’s order declaring the Registration Statement effective to Laura Luo via facsimile at (650) 493-6811.

Sincerely,

Skypeople Fruit Juice, Inc.

By:

/s/Yongke Xue

Yongke Xue

Chief Executive Officer

CORRESP
1
filename1.htm

    spcorres-rodmanaug242010.htm

August 24, 2010

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

Re:

SkyPeople Fruit Juice, Inc.

Registration Statement on Form S-1

File No. 333-166194

VIA FACSIMILE

Ladies and  Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Rodman & Renshaw, LLC, as underwriter, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m., Washington D.C. time, on August 24, 2010, or as soon thereafter as practicable.

The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

(i)

Date of preliminary prospectus: June 11, 2010

(ii)

Dates of distribution: June 15, 2010 to June 25, 2010; August 9, 2010 to August 11, 2010; and August 16, 2010 to August 23, 2010

(iii)

Number of prospective underwriters to whom the preliminary prospectus was furnished: 1 (only to Rodman & Renshaw, LLC)

(iv)

Number of prospectuses so distributed: 675

The undersigned confirms that is has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

RODMAN & RENSHAW, LLC

By:             /s/ Gregory R. Dow

Name:      Gregory R. Dow

Title:        General Counsel

CORRESP
1
filename1.htm

    spcorres-rodmanaug232010.htm

August 23, 2010

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

Re:

SkyPeople Fruit Juice, Inc.

Registration Statement on Form S-1

File No. 333-166194

VIA FACSIMILE

Ladies and  Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Rodman & Renshaw, LLC, as underwriter, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m., Washington D.C. time, on August 25, 2010, or as soon thereafter as practicable.

The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

(i)

Date of preliminary prospectus: June 11, 2010

(ii)

Dates of distribution: June 15, 2010 to June 25, 2010; August 9, 2010 to August 11, 2010; and August 16, 2010 to August 23, 2010

(iii)

Number of prospective underwriters to whom the preliminary prospectus was furnished: 1 (only to Rodman & Renshaw, LLC)

(iv)

Number of prospectuses so distributed: 675

The undersigned confirms that is has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

RODMAN & RENSHAW, LLC

By:             /s/ Gregory R. Dow

Name:      Gregory R. Dow

Title:        General Counsel

CORRESP
1
filename1.htm

    spcorresp-aug232010.htm

August 23, 2010

Via EDGAR and Facsimile

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Anne Nguyen Parker, Branch Chief

Norman Gholson, Attorney-Advisor

RE:

SkyPeople Fruit Juice, Inc.

Registration Statement on Form S-1

File No. 333-166194

Acceleration Request

Requested Date:

August 25, 2010

Requested Time:

5:00 PM Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Skypeople Fruit Juice, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1, as amended (File No. 333-166194) (the “Registration Statement”), be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company may request by telephone to the Securities and Exchange Commission (the “Commission”).  The Company hereby authorizes Richard Kline and Laura Luo of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

In connection with the acceleration request, the Company hereby acknowledges that:

·

should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

·

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

·

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Securities and Exchange Commission

Re: Skypeople Fruit Juice, Inc.

August 23, 2010

Page 2

We request that we be notified of the effectiveness of the Registration Statement by telephone to our counsel Laura Luo of Wilson Sonsini Goodrich & Rosati, Professional Corporation, at her US mobile phone at 650-521-7365 or her China mobile phone at 011-86-136-216-215-72.  Please also provide a copy of the Commission’s order declaring the Registration Statement effective to Laura Luo via facsimile at (650) 493-6811.

Sincerely,

Skypeople Fruit Juice, Inc.

By:

/s/Yongke Xue

Yongke Xue

Chief Executive Officer

CORRESP
1
filename1.htm

    spcorresp-aug202010.htm

August 20, 2010

BY EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:

Anne Nguyen Parker, Branch Chief

Norman von Holtzendorff, Attorney-Advisor

RE:

SkyPeople Fruit Juice, Inc.

Amendment No. 5 to Registration Statement on Form S-1

Filed August 19, 2010

File No. 333-166194

Dear Ms. Parker and Mr. von Holtzendorff:

On behalf of SkyPeople Fruit Juice, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated August 19, 2010 (the “Comment Letter” and the comments contained in the Comment Letter, the “Comments”), relating to the Company’s Amendment No. 5 to Registration Statement on Form S-1 submitted to the Staff on August 16, 2010 (the “Fifth Amended Registration Statement”).  On behalf of the Company, we thank you and the other members of the Staff for your prompt response to the Company’s request for comments.

Per our telephone discussion with the Staff on August 19, 2010, the Company will address the Staff’s Comments by revising the prospectus to be filed with the Commission pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended (the “Rule 424(b) Prospectus”).  This letter provides, for the Staff’s review, the proposed responses to the Comments. The Company would like to point out to the Staff that the total estimated net proceeds of the offering pursuant to the Registration Statement and the prospectus related thereto (the “Offering”) will be calculated based on the actual price of the Offering as agreed to between the Company and the underwriter of the Offering pursuant to the underwriting agreement by and between the Company and underwriter of the Offering. As such, the disclosure related to the use of proceeds proposed in this letter may be further updated based on the actual price of the Offering in the Rule 424(b) Prospectus.

The Company’s proposed responses to the Staff’s Comments are as follows (the numbered paragraphs below correspond to the numbered paragraphs of the Staff’s Comment Letter, which have been retyped herein in bold for your ease of reference):

-1-

Amendment No. 5 to Registration Statement on Form S-1

Use of Proceeds, page 34

1.

We note your response dated August 16, 2010 to our prior oral comment. We note that in your “use of proceeds” section, you mention “income of government subsidies” on page 35. Please add a cross reference to the discussion of “Government Grants” on page 42.

RESPONSE:  In response to the Staff’s comment, the Company proposes to revise the prospectus contained in the Fifth Amended Registration Statement to add a cross-reference in the Section entitled “Use of Proceeds” to the discussion of “Government Grants” on page 42 as set forth on Exhibit A attached hereto.  The Company further proposes to revise the reference to “income from government subsidies” on page 67 in the Section entitled “Liquidity and Capital Resources” to add a cross-reference to the discussion of “Government Grants” on page 42 as set forth in Exhibit B attached hereto.

2.

You provide a table of “priority projects” (the first table on page 34). The fourth item on the table is $6.7 million for “Huludao Wonder-construction and environmental project expenses”. This item appears before any of the Qiyiwangguo projects. Yet the “Capital Expenditure Projects” table (the second table on page 34) indicates that you do not intend to use any of the offering proceeds for this item. Please clarify whether or not items in the “priority projects” table are listed by the priority. If so, please explain why you will spend proceeds on the Qiyiwangguo projects before you spend on the “Huludao Wonder-construction and environmental project expenses” item.

RESPONSE:  In response to the Staff’s comment, the Company hereby advises the Staff that the items on the “priority projects” table are not listed by the priority.

3.

With regard to your “Capital Expenditure Projects” table, you state that “The following table presents our current estimated allocations of such proceeds, which includes approximately $24.8 million for projects at Huludao Wonder facility and approximately $21.5 million for projects at Qiyiwangguo facility [emphasis added].” This is imprecise, because $24.8 million and $21.5 million are the aggregate total for the Huludao Wonder projects on Qiyiwanguo Projects, respectively, as set forth in the “Priority Projects” table above. By contrast, the “Capital Expenditure Projects” table only includes $18.1 million relating to Huludao Wonder projects and a range of $12.5 million to $17.1 million relating to Qiyiwanguo projects. Please clarify.

RESPONSE:  In response to the Staff’s comment, the Company proposes to revise the prospectus contained in the Fifth Amended Registration Statement as set forth on Exhibit A attached hereto.

*      *      *      *

-2-

If you have any questions or would like to discuss the responses or the amended registration statement, please contact my colleague Richard A. Kline by telephone at his mobile phone at 650-305-0632 or his office number at 650-565-3539. You may also contact me at my US mobile phone at 650-521-7365 or my China mobile phone at 01186-136-216-215-72.  We can both be reached by fax at 650-493-6811.

Thank you for your attention to this matter.

Sincerely yours,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Laura Luo

Laura Luo, Esq.

cc:

SkyPeople Fruit Juice, Inc.

Yongke Xue, Chief Executive Officer

Spring Liu, Chief Financial Officer

Pryor Cashman LLP

Selig Selig D. Sacks, Esq.

Michael Campoli, Esq.

Schneider Weinberger & Beilly LLP

Roxanne K. Beilly, Esq.

Wilson Sonsini Goodrich & Rosati, Professional Corporation

Richard A. Kline, Esq.

-3-

Exhibit A

USE OF PROCEEDS

We estimate that the net proceeds from our sale of 5,300,000 shares of Common Stock in this offering at an assumed public offering price of $6.20 per share after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $30.6 million, or $35.2 million if the underwriter’s option to purchase additional shares is exercised in full.

Our capital expenditures for 2010 and 2011 are expected to be an estimated $62 million (including capital expenditure already incurred since the beginning of 2010).  The following table presents the capital projects that we identify as priority capital projects, for which we intend to use the proceeds from this offering first and primarily:

Facility

Priority Projects

Capital Expenditure

(in million)

Huludao Wonder

A refrigeration storage and a concentrated fruit juice mixing center

$

4.4

Huludao Wonder

A 50 ton/hour concentrated apple juice production line

10.7

Huludao Wonder

A fruit juice beverage production line

3.0

Huludao Wonder

Construction and environmental project expenses

6.7

Qiyiwangguo

A PET bottle blowing machine system

3.2

Qiyiwangguo

A 24,000 PET bottle/hour fruit juice beverage aseptic cold-filling line

10.0

Qiyiwangguo

A refrigeration storage

7.5

Qiyiwangguo

Construction and environmental project expenses

0.8

Total Capital Expenditure on Priority Projects

$

46.3

The total estimated capital expenditure of $46.3 million on our priority projects exceed the total estimated proceeds of $30.6 million from our sale of 5,300,000 shares of Common Stock, or $35.2 from our sale of 6,095,000 shares of Common Stock if the underwriter's option to purchase additional shares is exercised in full, at an assumed offering price of $6. 20 per share after deducting underwriting discounts and commissions and estimated offering expenses. The following table presents our current estimated allocations of such proceeds, which includes approximately $18.1 million for projects at Huludao Wonder facility and approximately $12.5 million (or $17.1 million based on the total estimated    net    proceeds of $35.2 million if the underwriter’s option to purchase additional shares is exercised in full) for projects at Qiyiwangguo facility.

Use of Proceeds ($)

Facility

Capital Expenditure Projects

Underwriter

option unexercised

Underwriter option exercised

Huludao Wonder

A refrigeration storage and a concentrated fruit juice mixing center

$

4.4

$

4.4

Huludao Wonder

A 50 ton/hour concentrated apple juice production line

10.7

10.7

Huludao Wonder

A fruit juice beverage production line

3.0

3.0

Qiyiwangguo

A PET bottle blowing machine system

3.2

3.2

Qiyiwangguo

A 24,000 PET bottle/hour fruit juice beverage aseptic cold-filling line

9.3

$

10.0

Qiyiwangguo

A refrigeration storage

$

 -

3.9

Total

$

30.6

$

35.2

-4-

To the extent our proceeds from the offering cannot adequately cover the total capital expenditures of these priority projects listed above, we plan to finance the rest of the capital expenditures primarily through operating cash flows. We currently consider the foregoing projects our priority projects and intend to use the proceeds from this offering first and primarily for such projects. However, depending on the changing needs of our business and market opportunities, we may instead use a portion of the net proceeds from this offering to acquire or license products, technologies or businesses we believe to be complementary to our business, should we determine that our business will benefit more from such expenditures. We currently have no agreements, commitments or understandings relating to any material acquisitions or licenses.

In addition to the $46.3 million capital expenditure on priority projects set forth above, our expected total capital expenditure of $62 million (including capital expenditure already incurred since the beginning of 2010) also includes capital expenditure of $15.7 million on a 10 ton/hour concentrated pomegranate production line, a Kiwifruit Quality and Safety Testing Center, upgrading existing testing facilities and technologies at Qiyiwangguo and one fructose production line in Qiyiwangguo; a 20 tons/hour concentrated pear juice production line in the Jingyang facility; and a 20 tons/hour concentrated apple juice production line in the Yingkou facility.  We plan to finance the rest of the capital expenditures and other operating expenses through operating cash flows, income from government subsidies (as noted under the heading “Recent Development-Government Grant” on page 42 of this Prospectus) , and bank loans.   Accordingly, our management will have broad discretion in the application of our net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of these proceeds.

-5-

Exhibit B

       In addition to the $46.3 million capital expenditure on priority projects set forth above, our expected total capital expenditure of $62 million (including capital expenditure already incurred since the beginning of 2010) also includes capital expenditure of $15.7 million on a 10 ton/hour concentrated pomegranate production line, a Kiwifruit Quality and Safety Testing Center, upgrading existing testing facilities and technologies at Qiyiwangguo and one fructose production line in Qiyiwangguo; a 20 tons/hour concentrated pear juice production line in the Jingyang facility; and a 20 tons/hour concentrated apple juice production line in the Yingkou facility.  We plan to finance the rest of the capital expenditure and other operating expenses through operating cash flows, income from government subsidies (as noted under the heading “Recent Development-Government Grant” on page 42 of this Prospectus) , and bank loans.   Accordingly, our management will have broad discretion in the application of our net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of these proceeds.

August 19, 2010

Ms. Spring Liu Chief Financial Officer SkyPeople Fruit Juice, Inc. 16F, National Development Bank Tower No. 2 Gaoxin 1
st Road
Xi’an, People’s Republic of China
Re: SkyPeople Fruit Juice, Inc.
  Amendment No. 5 to Registra tion Statement on Form S-1
Filed August 19, 2010
  File No. 333-166194

Dear Ms. Liu:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Amendment No. 5 to Registration Statement on Form S-1

 Use of Proceeds, page 34

 1. We note your response dated August 16, 2010 to our prior oral comment.  We note that in
your “Use of Proceeds” section, you mention “income from government subsidies” on
page 35.  Please add a cross-reference to th e discussion of “Government Grants” on page
42.
 2. You provide a table of “Priorit y Projects” (the first table on page 34).  The fourth item on
that table is $6.7 million for “Huludao Wonde r—construction and environmental project
expenses.”  This item appears before any of the Qiyiwangguo projects.  Yet the “Capital
Expenditure Projects” table (the second table on page 34) indicates that you do not intend
to use any of the offering proceeds for this it em.  Please clarify whether or not the items
in the “Priority Projects” table are listed by priority.  If so, explain why you will spend

Ms. Spring Liu SkyPeople Fruit Juice, Inc.
August 19, 2010 Page 2

proceeds on the Qiyiwangguo projects before you spend on the “Huludao Wonder – construction and environmental project expenses” item.
 3. With regard to your “Capital Expenditure Proj ects” table, you state that:  “The following

table presents our current estimated allo cations of such proceeds, which includes
approximately $24.8 million for projects at Huludao Wonder facility and approximately $21.5 million for projects at Qiyiwangguo facility [emphasis added].”  This is imprecise,
because $24.8 million and $21.5 million are the a ggregate totals for the Huludao Wonder
projects and the Qiyiwangguo proj ects, respectively, as set fort h in the “Priority Projects”
table above.  By contrast, the “Capital Expenditure Proj ects” table only includes $18.1
million relating to Huludao Wonder projec ts and a range of $12.5 million to $17.1
million relating to Qiyiwangguo projects.  Please clarify.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Ms. Spring Liu SkyPeople Fruit Juice, Inc. August 19, 2010 Page 3

Please contact Norman von Holtzendorff at  (202) 551-3237 or me at (202) 551-3611 with
any questions.
Sincerely,
      Anne Nguyen Parker
Branch Chief

CORRESP
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    spcorres-s1a5response.htm

August 16, 2010

BY EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:

Anne Nguyen Parker, Branch Chief

Norman von Holtzendorff, Attorney-Advisor

RE:

SkyPeople Fruit Juice, Inc.

Amendment No. 4 to Registration Statement on Form S-1

Filed June 23, 2010

File No. 333-166194

Dear Ms. Parker and Mr. von Holtzendorff:

On behalf of SkyPeople Fruit Juice, Inc. (the “Company”), we submit this letter in response to a comment from the staff (the “Staff”) of the Securities and Exchange Commission via telephone on August 11, 2010, relating to the Company’s Amendment No. 4 to Registration Statement on Form S-1 submitted to the Staff on June 23, 2010 (the “Fourth Amended Registration Statement”).

The Company has responded to the Staff’s comments by revising the Fourth Amended Registration Statement as requested by the Staff.  The Company’s response set forth in this letter amends the Company’s response to the Staff’s Comment No. 2, relating to the use of proceeds, set forth in the Company’s response letter dated August 9, 2010, responding to the Staff’s telephone comments on the Fourth Amended Registration Statement on August 6, 2010 (the “Prior Response Letter”). The Company has revised the Fourth Amended Registration Statement to reflect all the other proposed revisions set forth in the Prior Response Letter. In addition, the Company would like to point out to the Staff that it also further revised the Fourth Amended Registration Statement to include information related to the Company’s fiscal quarter ended June 30, 2010, certain updates and recent development disclosure.

The Staff’s telephone comments are typed below followed by the Company’s response to the Staff’s comments:

1.

The Company stated in the Fourth Amended Registration Statement that Shaanxi Government had appropriated RMB 15 million to support the Company’s indirect subsidiary Qiyiwangguo’s “Kiwifruit Further Processing and Comprehensive Utilization Project” under the Key Industry Revitalization and Technology Reform Program and that the Company intends to use the RMB 15 million grant to complete the Kiwifruit Quality and Safety Testing Center project, which is part of the “Qiyiwangguo Kiwifruit Further Processing and Comprehensive Utilization Project”, and to upgrade the Company’s existing testing facilities and technologies. Please clarify with the Staff whether the Company’s estimated capital expenditure and use of proceeds have factored in the RMB 15M government subsidy and please also revise the Fourth Amended Registration Statement  accordingly.

-1-

RESPONSE:  In response to the Staff’s comment, the Company hereby advises the Staff that the Company has increased the total estimated capital expenditure of $60 million (including capital expenditure already incurred since the beginning of 2010) for 2010 and 2011 disclosed in the Fourth Amended Registration Statement to $62 million (including capital expenditure already incurred since the beginning of 2010) to factor in the anticipated capital expenditure of RMB 15 million (or approximately $2.2) on the Kiwifruit Quality and Safety Testing Center project at Qiyiwangguo and on upgrading the Company’s existing testing facilities and technologies at Qiyiwangguo. The Company intends to use the proceeds received from the offering first and primarily on certain projects identified by the Company as priority projects. As the Company’s total estimated capital expenditure for 2010 and 2011 exceed the amount of anticipated proceeds from the offering, the Company further clarifies that it plans to finance the rest of the capital expenditures and other operating expenses through operating cash flows, income from government subsidies, and bank loans.

The Company has amended the Section entitled “Use of Proceeds” in the Fourth Amended Registration Statement as follows:

USE OF PROCEEDS

We estimate that the net proceeds from our sale of 5,300,000 shares of Common Stock in this offering at an assumed public offering price of $6.20 per share after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $30.6 million, or $35.2 million if the underwriter’s option to purchase additional shares is exercised in full.

Our capital expenditures for 2010 and 2011 are expected to be an estimated $62 million (including capital expenditure already incurred since the beginning of 2010).  The following table presents the capital projects that we identify as priority capital projects, for which we intend to use the proceeds from this offering first and primarily:

Facility

Priority Projects

Capital Expenditure

(in million)

Huludao Wonder

A refrigeration storage and a concentrated fruit juice mixing center

$
4.4

Huludao Wonder

A 50 ton/hour concentrated apple juice production line

10.7

Huludao Wonder

A fruit juice beverage production line

3.0

Huludao Wonder

Construction and environmental project expenses

6.7

Qiyiwangguo

A PET bottle blowing machine system

3.2

Qiyiwangguo

A 24,000 PET bottle/hour fruit juice beverage aseptic cold-filling line

10.0

Qiyiwangguo

A refrigeration storage

7.5

Qiyiwangguo

Construction and environmental project expenses

0.8

Total Capital Expenditure on Priority Projects

$
46.3

The total estimated capital expenditure of $46.3 million on our priority projects exceed the total estimated proceeds of $30.6 million from our sale of 5,300,000 shares of Common Stock, or $35.2 from our sale of 6,095,000 shares of Common Stock if the underwriter's option to purchase additional shares is exercised in full, at an assumed offering price of $6.20 per share after deducting underwriting discounts and commissions and estimated offering expenses. The following table presents our current estimated allocations of such proceeds, which includes approximately $24.8 million for projects at Huludao Wonder facility and approximately $21.5 million for projects at Qiyiwangguo facility.

-2-

Use of Proceeds ($)

Facility

Capital Expenditure Projects

Underwriter

option unexercised

Underwriter option exercised

Huludao Wonder

A refrigeration storage and a concentrated fruit juice mixing center

$
4.4

$
4.4

Huludao Wonder

A 50 ton/hour concentrated apple juice production line

10.7

10.7

Huludao Wonder

A fruit juice beverage production line

3.0

3.0

Qiyiwangguo

A PET bottle blowing machine system

3.2

3.2

Qiyiwangguo

A 24,000 PET bottle/hour fruit juice beverage aseptic cold-filling line

9.3

$
10.0

Qiyiwangguo

A refrigeration storage

$
 -

3.9

Total

$
30.6

$
35.2

    To the extent our proceeds from the offering cannot adequately cover the total capital expenditures of these priority projects listed above, we plan to finance the rest of the capital expenditures primarily through operating cash flows. We currently consider the foregoing projects our priority projects and intend to use the proceeds from this offering first and primarily for such projects. However, depending on the changing needs of our business and market opportunities, we may instead use a portion of the net proceeds from this offering to acquire or license products, technologies or businesses we believe to be complementary to our business, should we determine that our business will benefit more from such expenditures. We currently have no agreements, commitments or understandings relating to any material acquisitions or licenses.

In addition to the $46.3 million capital expenditure on priority projects set forth above, our expected total capital expenditure of $62 million (including capital expenditure already incurred since the beginning of 2010) also includes capital expenditure of $15.7 million on a 10 ton/hour concentrated pomegranate production line, a Kiwifruit Quality and Safety Testing Center, upgrading existing testing facilities and technologies at Qiyiwangguo and one fructose production line in Qiyiwangguo; a 20 tons/hour concentrated pear juice production line in the Jingyang facility; and a 20 tons/hour concentrated apple juice production line in the Yingkou facility.  We plan to finance the rest of the capital expenditures and other operating expenses through operating cash flows, income from government subsidies, and bank loans.   Accordingly, our management will have broad discretion in the application of our net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of these proceeds.

*      *      *      *

-3-

        If you have any questions or would like to discuss the response or the amended registration statement, please contact me at my US mobile phone at 650-521-7365 or my China mobile phone at 01186-136-216-215-72. You may also contact my colleague Richard A. Kline by telephone at his mobile phone at 650-305-0632 or his office number at 650-565-3539.   We can both be reached by fax at 650-493-6811.

        Thank you for your attention to this matter.

Sincerely yours,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Laura Luo

Laura Luo, Esq.

cc:

SkyPeople Fruit Juice, Inc.

Yongke Xue, Chief Executive Officer

Spring Liu, Chief Financial Officer

Pryor Cashman LLP

Selig Selig D. Sacks, Esq.

Michael Campoli, Esq.

Schneider Weinberger & Beilly LLP

Roxanne K. Beilly, Esq.

Wilson Sonsini Goodrich & Rosati, Professional Corporation

Richard A. Kline, Esq.

CORRESP
1
filename1.htm

    spcorrespaug2010.htm

August 9, 2010

BY EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:             Anne Nguyen Parker, Branch Chief

Norman von Holtzendorff, Attorney-Advisor

RE:

SkyPeople Fruit Juice, Inc.

Amendment No. 4 to Registration Statement on Form S-1

Filed June 23, 2010

File No. 333-166194

Dear Ms. Parker and Mr. von Holtzendorff:

On behalf of SkyPeople Fruit Juice, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission  via telephone dated August 6, 2010, relating to the Company’s Amendment No. 4 to Registration Statement on Form S-1 submitted to the Staff on June 23, 2010 (the “Fourth Amended Registration Statement”).

The Company has responded to each of the Staff’s comments by revising the Fourth Amended Registration Statement as requested by the Staff.  In addition, the Company would like to point out to the Staff that it also further revised the Fourth Amended Registration Statement primarily to provide certain recent development disclosure.

The Staff’s telephone comments are typed below followed by the Company’s responses to the Staff’s comments.

1.

Please provide an updated assumed public offering price in the prospectus.

RESPONSE:  In response to the Staff’s comment, the Company hereby advises the Staff that the assumed public offering price of the Company’s common stock, par value $0.001 per share, will be $6.23 per share based on the closing price of the Company’s common stock as reported by Nasdaq Global Market on August 6, 2010. The Company intends to revise the Fourth Amended Registration Statement to provide such information on the cover page of the prospectus, and in such other places as the disclosure requires, as requested by the Staff.

2.

Please update the disclosure related to the use of proceeds based on the updated assumed offering price.

RESPONSE:  In response to the Staff’s comment, the Company intends to revise the Fourth Amended Registration Statement to disclose the use of proceeds in the Section entitled “Use of Proceeds” based on the assumed public offering price of $6.23 per share as follows:

“We estimate that the net proceeds from our sale of 5,300,000 shares of Common Stock in this offering at offering price of $6.23 per share after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $30.7 million, or $35.4 million if the underwriter’s option to purchase additional shares is exercised in full.

The following table presents our current estimated allocations of the proceeds from our sale of 5,300,000 shares of Common Stock, or  6,095,000 shares of Common Stock if the underwriter's option to purchase additional shares is exercised in full, at the public offering price of $6.23 per share after deducting underwriting discounts and commissions and estimated offering expenses.

Use of Proceeds ($)

Facility

Capital Expenditure Projects

Underwriter

option unexercised

Underwriter option exercised

Huludao Wonder

A refrigeration storage and a concentrated fruit juice mixing center

4.4

4.4

Huludao Wonder

A 50 ton/hour concentrated apple juice production line

10.7

10.7

Huludao Wonder

A fruit juice beverage production line

3.0

3.0

Qiyiwangguo

A PET bottle blowing machine system

3.2

3.2

Qiyiwangguo

A 24,000 PET bottle/hour fruit juice beverage aseptic cold-filling line

9.4

10.0

Qiyiwangguo

A refrigeration storage

-

4.1

Total

30.7

35.4

We intend to use the net proceeds from this offering primarily for capital expenditure purposes. We currently estimate the capital expenditure for Huludao Wonder is approximately $24.8 million, which includes a beverage production line, a 50 ton/hour concentrated apple juice production line, a refrigeration storage with a capacity of 15,000 tons, a concentrated fruit juice mixing center with a capacity of 10,000 tons and related construction and environmental project expenses. We currently estimate the capital expenditure for Qiyiwangguo is approximately $21.5 million, which includes a PET bottle blowing machine system a 24,000 PET bottle/hour fruit juice beverage aseptic cold-filling line and a refrigeration storage and related construction and environmental project expenses.   To the extent our proceeds from the offering cannot adequately cover the total capital expenditures of the above projects, we plan to finance the rest of the capital expenditures primarily through operating cash flows. We currently consider the foregoing projects our priority projects and intend to use the proceeds from this offering first and primarily for such projects. However, depending on the changing needs of our business and market opportunities, we may instead use a portion of the net proceeds from this offering to acquire or license products, technologies or businesses we believe to be complementary to our business, should we determine that our business will benefit more from such expenditures. We currently have no agreements, commitments or understandings relating to any material acquisitions or licenses.

Our capital expenditures for 2010 and 2011 are expected to be approximately $60 million. In addition to the projects set forth above, our expected capital expenditures also include a 10 ton/hour concentrated pomegranate production line, one fructose production line, one refrigeration storage and related construction and environmental project expenses in Qiyiwangguo; a 20 tons/hour concentrated pear juice production line in the Jingyang facility; and a 20 tons/hour concentrated apple juice production line in the Yingkou facility. We plan to finance the rest of the capital expenditures and other operating expenses through operating cash flows and bank loans.   Accordingly, our management will have broad discretion in the application of our net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of these proceeds.

In addition to the above changes to the Fourth Amended Registration Statement, the Company intends to also make certain  changes to the Fourth Amended Registration Statement to reflect (i) the change of one director, (ii) an assumed public offering price of $6.23 per share and other disclosure related to the offering price and (iii) certain other updates or clarifications as described below:

1.

The Company intends to update the Sections entitled “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” and “DIRECTORS AND EXECUTIVE OFFICERS” in the Fourth Amended Registration Statement to reflect that John Smagula has been serving as a director of the board of directors of the Company and member of the Company’s audit committee and compensation committee since June 28, 2010 as follows:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides information concerning beneficial ownership of our capital stock as of August 5, 2010 and as adjusted to reflect the sale of shares of Common Stock in this offering by:

·

each shareholder or group of affiliated shareholders, who owns more than 5% of our outstanding capital stock;

·

each of our named executive officers;

·

each of our directors; and

·

all of our directors and executive officers as a group.

The following table lists the number of shares and percentage of shares beneficially owned based on  20,410,117 shares of our Common Stock outstanding as of August 5, 2010 and 5,300,000 shares of Common Stock outstanding upon the completion of this offering.

Beneficial ownership is determined in accordance with the rules of the Commission, and generally includes voting power and/or investment power with respect to the securities held.  Shares of common stock subject to options and warrants currently exercisable or exercisable within 60 days of  August 5,  2010 or issuable upon conversion of convertible securities which are currently convertible or convertible within 60 days of  August 5,  2010 are deemed outstanding and beneficially owned by the person holding those options, warrants or convertible securities for purposes of computing the number of shares and percentage of shares beneficially owned by that person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person.  Except as indicated in the footnotes to this table, and subject to applicable community property laws, the persons or entities named have sole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by them.

Unless otherwise indicated in the footnotes, the principal address of each of the shareholders below is c/o SkyPeople Fruit Juice, Inc., 16F, National Development Bank Tower, No. 2 Gaoxin 1st Road, Xi’an, Shaanxi Province, PRC 710075.

Shares Beneficially Owned

Percent

Name of Beneficial Owner (4)

Number

Before Offering

After Offering

5% Shareholders

Hongke Xue (1)

11,736,626

57.5

%

45.6

%

Barron Partners LP (2)

1,969,030

9.2

%

7.4]

%

Lin Bai (3)

1,467,078]

7.2

%

5.7

%

Directors and Named Executive Officers

Yongke Xue

-

-

-

Spring Liu (5)

100,000

0.5

%

0.4

%

Yiaoqin Yan

-]

-

-

Guolin Wang

-

-

-

Norman Ko

-

-

-

RobJohn Smagula

-

-

-

All current directors and executive officers as a group (6 persons)

100,000

0.5

%

0.4

%

(1)

Consists of 11,736,626 shares owned of record by Fancylight.  Fancylight and Hongke Xue entered into a call option agreement pursuant to which Hongke Xue has the right to acquire all of such shares.  Fancylight and Hongke Xue have also entered a voting trust agreement dated as of February 25, 2008 under which Hongke Xue was appointed as voting trustee under a voting trust created with respect to all of such shares.  Therefore, Hongke Xue may be deemed to be the sole beneficial owner of such shares.

(2)

Assumes that all Series B preferred stock can be converted and all warrants can be exercised without any volume restriction.  Consists of (a) an aggregate of 1,070,099 shares of our Common Stock issuable upon conversion of Series B preferred stock and (b) an aggregate of 898,931 share of Common Stock issued as a result of warrant exercise and conversion of Series B preferred stock.  The address for Barron Partners is 730 Fifth Avenue, 9th Floor, New York, New York 10019.

(3)

Consists of 1,467,078 shares owned by China Tianren Organic as attorney-in-fact for certain persons.  China Tianren Organic is a British Virgin Islands company.  China Tianren Organic and Lin Bai entered into a voting trust and escrow agreement dated as of February 25, 2008 pursuant to which Lin Bai was appointed as voting trustee under a voting trust created with respect to all of such shares.  Therefore, Lin Bai may be deemed to be the sole beneficial owner of such shares.

(4)

Assumes that the underwriter does not exercise the option to purchase additional ordinary shares.

(5)

On December 9, 2009, we issued Ms. Liu a warrant to purchase an aggregate of 100,000 shares of our Common Stock at an exercise price of $4.50 per share, which warrant will expire on December 9, 2014. 80% of the shares issuable upon exercise of the warrant will become exercisable on and after December 9, 2011 and 20% of the shares issuable upon exercise of the warrant will become exercisable after December 9, 2013. As of December 31, 2009, the value of the warrant was deemed immaterial and no compensation cost was accrued under FASB ASC Topic 718 for fiscal year 2009, and the three months ended March 31, 2010.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth as of August 5,  2010 the names, positions and ages of our current executive officers and directors.  Our directors serve until the next annual meeting of shareholders or until their successors are elected and qualified.  Our officers are elected by the board of directors and their terms of office are, except to the extent governed by an employment contract, at the discretion of the board of directors.

Name of Current Director

and/or Executive Officer

Age

Position(s)

Yongke Xue

43

Director, Chief Executive Officer

Spring Liu

37

Chief Financial Officer, Secretary

Xiaoqin Yan

32

Director

Guolin Wang

46

Director

John Smagula (1) (2) (3)

39

Director

Norman Ko (1) (2)

45

Director

(1)

Member of the audit committee.

(2)

Member of the compensation committee.

(3)

Mr. Smagula was elected as a member of our board of directors at our 2010 annual meeting of shareholders on June 28, 2010. Mr. Robert Fields who was a member of our board of directors and member of our audit committee and compensation committee retired on the same date. Mr. Smagula also replaced Mr. Fields as a member of our audit committee and compensation committee.

John Smagula, Director

Mr. Smagula has been serving as one of our directors since June 28, 2010 and has been a member of our audit committee and compensation committee since then.  Mr. Smagula has been a director of Asian Programs at Temple University Beasley School of Law in Philadelphia since June 2003. He was a Yale-China Association Legal Teaching Fellow at Zhongshan University from June 2000 to June 2001 and at Tsinghua University from June 2001 to June 2002.  He was a Visiting Teaching Fellow through Ford Foundation at Sichuan University from June 2002 to June 2003. He was a corporate attorney at Paul, Weiss, Rifkind, Wharton & Garrison LLP in New York from March 1997 to May 2000. Mr. Samgula graduated with a Bachelor Degree in International Relations from Pomona College in California in May 1992.   Mr. Smagula graduated with a Doctor of Jurisprudence from Washington University School of Law in St. Louis in 1995. In January 2007, he attained a Master’s degree in Education from Temple University Beasley School of Law in Philadelphia.

2.

In the Section entitled “DIRECTOR AND EXECUTIVE OFFICER COMPENSATION” of the Fourth Amended Registration Statement, the Company intends to add a footnote 3 to the table entitled “Option and Warrant Grants in 2009; Outstanding Equity Awards” to indicate that Mr. Robert Fields retired from our board of directors on June 28, 2010 at our 2010 annual meeting of shareholders.

3.

The Company intends to update the Section entitled “SUMMARY CONSOLIDATED FINANCIAL INFORMATION” of the Fourth Amended Registration Statement to present consolidated balance sheet data as of March 31, 2010 (i) on an actual basis and (ii) on a pro forma basis to reflect the sale of 5,300,000 shares of Common Stock in the offering at an assumed public offering price of $6.23 per share, and after deducting underwriting discounts and commissions and estimated offering expenses, as follows:

The following table presents consolidated balance sheet data as of March 31, 2010 (i) on an actual basis and (ii) on a pro forma basis to reflect the sale of 5,300,000 shares of Common Stock in this offering by us at an assumed public offering price of $6.23 per share, and after deducting underwriting discounts and commissions and estimated offering expenses.

As of March 31, 2010

Actual

Pro forma

(in thousands)

(unaudited)

Consolidated balance sheet data:

Cash and cash equivalents

$
30,043

$
60,759

Working capital

39,487

70,203

Total assets

95,700

126,417

Stock warrant liability

280

280

Convertible preferred stock

2

2

Common Stock and additional paid in capital

34,869

65,584

Total stockholders’ equity

$
71,263

$
101,978

4.

The Company intends to update the Section entitled “CAPITALIZATION” of the Fourth Amended Registration Statement to reflect the calculation based on the assumed public offering price of $6.23 per share as follows:

CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents and capitalization as of March 31, 2010 on

CORRESP
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SkyPeople Fruit Juice, Inc.

16F, National Development Bank Tower

No. 2 Gaoxin 1st Road, Xi’an, PRC 710075

011-86-29-88377216

June 30, 2010

VIA EDGAR AND FACSIMILE (703) 813-6982

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attention:

RE:

Anne Nguyen Parker, Branch Chief

Norman von Holtzendorff, Attorney-Advisor

SkyPeople Fruit Juice, Inc.

Registration Statement on Form S-1

File No. 333-166194 (the “Registration Statement”)

    Ladies and Gentlemen:

    On June 29, 2010, the Company requested acceleration of the effective date and time of the Registration Statement to 4:30 p.m. on June 30, 2010. The Company hereby withdraws such request until further notice.

    Thank you for your assistance throughout the review process.

Very truly yours,

SkyPeople Fruit Juice, Inc.

By:

/s/ Yongke Xue

Name:

Yongke Xue

Title:

Chief Executive Officer

cc:

Rick Kline

Laura Luo

Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
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    randrjune2010.htm

June 25, 2010

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

Re:

SkyPeople Fruit Juice, Inc.

Registration Statement on Form S-1

File No. 333-166194

VIA FACSIMILE

Ladies and  Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Rodman & Renshaw, LLC, as underwriter, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 4:30 p.m., Washington D.C. time, on June 30, 2010, or as soon thereafter as practicable.

The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

(i)

Date of preliminary prospectus: June 11, 2010

(ii)

Dates of distribution: June 15, 2010 to June 25, 2010

(iii)

Number of prospective underwriters to whom the preliminary prospectus was furnished: 1 (only to Rodman & Renshaw, LLC)

(iv)

Number of prospectuses so distributed: 650

The undersigned confirms that is has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

RODMAN & RENSHAW, LLC

By: /s/ Gregory R. Dow

Name:  Gregory R. Dow

Title:   General Counsel

CORRESP
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June 29, 2010

Via EDGAR and Facsimile

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

RE:

Anne Nguyen Parker, Branch Chief

Norman Gholson, Attorney-Advisor

SkyPeople Fruit Juice, Inc.

Registration Statement on Form S-1

File No. 333-166194

Acceleration Request

Requested Date:

June 30, 2010

Requested Time:

4:30 PM Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Skypeople Fruit Juice, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1, as amended (File No. 333-166194) (the “Registration Statement”), be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company may request by telephone to the Securities and Exchange Commission (the “Commission”).  The Company hereby authorizes Richard Kline and Laura Luo of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

In connection with the acceleration request, the Company hereby acknowledges that:

·

should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

·

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

·

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Securities and Exchange Commission

Re: Skypeople Fruit Juice, Inc.

June 29, 2010

Page 2

We request that we be notified of the effectiveness of the Registration Statement by telephone to our counsel Laura Luo of Wilson Sonsini Goodrich & Rosati, Professional Corporation, at her US mobile phone at 650-521-7365 or her China mobile phone at 011-86-136-216-215-72.  Please also provide a copy of the Commission’s order declaring the Registration Statement effective to Laura Luo via facsimile at (650) 493-6811.

Sincerely,

Skypeople Fruit Juice, Inc.

By:

/s/Yongke Xue

Yongke Xue

Chief Executive Officer

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    spcoresp-june232010.htm

June 23, 2010

BY EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:  Anne Nguyen Parker, Branch Chief

                   Norman Gholson, Attorney-Advisor

RE:

SkyPeople Fruit Juice, Inc.

Amendment No. 3 to Registration Statement on Form S-1

Filed June 4, 2010

File No. 333-166194

Dear Ms. Parker and Mr. Gholson:

On behalf of SkyPeople Fruit Juice, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated June 7, 2010, relating to the Company’s Amendment No. 3 to Registration Statement on Form S-1 submitted to the Staff on June 4, 2010 (the “Third Amended Registration Statement”).

The Company has responded to each of the Staff’s comments either by revising the Third Amended Registration Statement as requested by the Staff or providing information as requested by the Staff.  In addition, the Company would like to point out to the Staff that it also further revised the Third Amended Registration Statement primarily to provide certain recent development disclosure and make certain clean-up changes.

The Company’s responses to the Staff’s comments are as follows (the numbered paragraphs below correspond to the numbered paragraphs of the Staff’s comment letter, which have been retyped herein in bold for your ease of reference):

Securities and Exchange Commission

Re:  SkyPeople Fruit Juice, Inc.

June 23, 2010

Page 2

Amendment No. 3 to Registration Statement on Form S-1

1.

We note your response to prior comment 5 to our letter dated May 13, 2010.  As the amendment filed on January 20, 2010 to the Form S-1, file number 333-149896, was never declared effective, please tell us whether any securities were sold pursuant to this registration statement after January 31, 2010.  In addition, please file a Form AW to withdraw the “S-1/A”. Finally, as it appears that you no longer intend to use this registration statement, please tell us whether you intend to file a post-effective amendment to de-register any remaining shares.

RESPONSE:  In response to the Staff’s comment, on the date hereof, the Company filed a Form AW to withdraw Post-Effective Amendment No. 1 filed on January 20, 2010 (the “Amendment No. 1”) to the Registration Statement on Form S-1 (file number: 333-149896).  As previously stated in our response letter dated June 4, 2010, no securities have been sold pursuant to this registration statement since January 20, 2010.  The Company further advises the Staff of its intention to file a Post-Effective Amendment No. 2 (the “Amendment No. 2”) to the Registration Statement on Form S-1 (file number: 333-149896) as soon as the Company obtains the necessary signatures to the Amendment No. 2 to de-register all of the shares previously registered under the Registration Statement that remain unsold.

2.

Please note that prior to effectiveness you must fill in all information, other than that allowed under Rule 430A. For example, we note the blanks on page 64.

RESPONSE:  In response to the Staff’s comment, the Company has revised the Third Amended Registration Statement to fill in all information other than that allowed under Rule 430A.

Securities and Exchange Commission

Re:  SkyPeople Fruit Juice, Inc.

June 23, 2010

Page 3

      If you have any questions or would like to discuss the responses or the amended registration statement, please contact my colleague Laura Luo at her office phone at 011-86-21-6165-1706, her China mobile phone at 011-86-136-216-215-72, or her US mobile phone at 650-521-7365.  You may also reach me by telephone at my office number at 650-565-3539 or my US mobile phone at 650-305-0632.  We can both be reached by fax at 650-493-6811.

Thank you for your attention to this matter.

Sincerely yours,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Richard A. Kline

Richard A. Kline, Esq.

cc:

SkyPeople Fruit Juice, Inc.

    Yongke Xue, Chief Executive Officer

    Spring Liu, Chief Financial Officer

Pryor Cashman LLP

    Selig Selig D. Sacks, Esq.

    Michael Campoli, Esq.

Schneider Weinberger & Beilly LLP

    Roxanne K. Beilly, Esq.

Wilson Sonsini Goodrich & Rosati, Professional Corporation

    Laura H. Luo, Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

       DIVISION OF
CORPORATION FINANCE
        June 7, 2010

Ms. Spring Liu
Chief Financial Officer
SkyPeople Fruit Juice, Inc. 16F, National Development Bank Tower No. 2 Gaoxin 1
st Road
Xi’an, People’s Republic of China
 Re: SkyPeople Fruit Juice, Inc.
  Amendment No. 3 to Registra tion Statement on Form S-1
Filed June 4, 2010
  File No. 333-166194

Dear Ms. Liu:
We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those issu es we have addressed in our comments.
Where indicated, we think you should revise  your document 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.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this 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.

Amendment No. 3 to Registration Statement on Form S-1

 1. We note your response to prior comment 5 to our letter dated May 13, 2010.  As
the amendment filed on January 20, 2010 to the Form S-1, file number
333-149896, was never declared effective, pl ease tell us whether any securities
were sold pursuant to this registra tion statement after January 31, 2010.  In
addition, please file a Form AW to withdr aw the “S-1/A”.  Fi nally, as it appears
that you no longer intend to use this registration statement, please tell us whether
you intend to file a post-effective amendmen t to de-register any remaining shares.
 2. Please note that prior to effectiveness you must fill in all information, other than
that allowed under Rule 430A.  For exam ple, we note the blanks on page 64.

Ms. Spring Liu
June 7, 2010    Closing Comments

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested 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 filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t 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 purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal 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 conf irmation of the fact that t hose requesting 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 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment

Ms. Spring Liu
June 7, 2010  for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Please contact Norman Gholson at (202)  551-3237 or me at (202) 551-3611 with
any questions.          S i n c e r e l y ,
Anne Nguyen Parker Branch Chief

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June 4, 2010

BY EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:  Anne Nguyen Parker, Branch Chief

                   Norman Gholson, Attorney-Advisor

RE:

SkyPeople Fruit Juice, Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed May 24, 2010

File No. 333-166194

Dear Ms. Parker and Mr. Gholson:

On behalf of SkyPeople Fruit Juice, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
dated June 3, 2010, relating to the Company’s Amendment No. 2 to Registration Statement on Form S-1 submitted to the Staff on May 24, 2010 (the “Second Amended Registration Statement”).  On behalf of the Company, we thank you and the other members of the Staff for your prompt response to the Company’s request for comments.

The Company has responded to each of the Staff’s comments either by revising the Second Amended Registration Statement as requested by the Staff or providing information as requested by the Staff.  On its current schedule, subject to market conditions, the Company hopes to be able to print preliminary prospectuses
during the week of June 7, 2010.

The Company’s responses to the Staff’s comments are as follows (the numbered paragraphs below correspond to the numbered paragraphs of the Staff’s comment letter, which have been retyped herein in bold for your ease of reference):

Amendment No. 2 to Registration Statement on Form S-1

1.

We have not received your responses to prior comments 3 and 5, and reissue them.

RESPONSE:  In response to the Staff’s comment, the Company has filed a response letter to the Staff’s prior comments (the “Prior Response Letter”) on June 3, 2010. The Company would like to further explain to the Commission that the Company previously
instructed the Company’s financial printer to submit the Prior Response Letter to the Commission at the same time the Company instructed the financial printer to file the Second Amended Registration Statement. The Prior Response Letter, however, was not submitted to the Commission due to printer error.

-1-

Use of Proceeds, page 34

2.

We note you have amended the filing to update your financial information, and that your current assets and cash equivalents have increased.  As such, please revise this section to clearly discuss the use of proceeds. Notwithstanding your statement that your management will have broad discretion in the application of your net
proceeds from this offering, please provide tabular disclosure of the amount or estimated amount to be allocated to each of capital expenditures, working capital and other general corporate purposes.  For example, given the statement that you expect your capital expenditures to be approximately $60 million over the next two years, please clarify how much of (or up to how much of) the $25.9 million will be allocated to capital expenditures.  Please provide this information using the number
of shares being registered, and also if the underwriter’s option to purchase additional shares is exercised in full.

RESPONSE:  In response to the Staff’s comment, the Company has revised this section and other related sections to clearly discuss the use of proceeds.

*      *      *      *

-2-

You may reach me by telephone at my office in Shanghai, China at 011-86-21-6165-1708, my China mobile phone at 011-86-136-1182-3710, or my US mobile phone at 650-714-8523.  In my absence, please contact Laura Luo at her office phone at 011-86-21-6165-1706, her China mobile phone at 011-86-136-216-215-72, or her US mobile
phone at 650-521-7365.  We can all be reached by fax at (650) 493-6811.

Thank you for your attention to this matter.

Sincerely yours,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Don Williams

Don S. Williams, Esq.

cc:

SkyPeople Fruit Juice, Inc.

Yongke Xue, Chief Executive Officer

Spring Liu, Chief Financial Officer

Pryor Cashman LLP

Selig Selig D. Sacks, Esq.

Michael Campoli, Esq.

Schneider Weinberger & Beilly LLP

Roxanne K. Beilly, Esq.

Wilson Sonsini Goodrich & Rosati, Professional Corporation

Laura H. Luo, Esq.

CORRESP
1
filename1.htm

    spcorrepmay2010.htm

May 24, 2010

BY EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:  Anne Nguyen Parker, Branch Chief

Norman Gholson, Attorney-Advisor

RE:

SkyPeople Fruit Juice, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed April 30, 2010

File No. 333-166194

Dear Ms. Parker and Mr. Gholson:

On behalf of SkyPeople Fruit Juice, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
dated May 13, 2010, relating to the Company’s Amendment No. 1 to Registration Statement on Form S-1 submitted to the Staff on April 30, 2010 (the “First Amended Registration Statement”).  On behalf of the Company, we thank you and the other members of the Staff for your prompt response to the Company’s request for comments.

The Company has responded to each of the Staff’s comments either by revising the First Amended Registration Statement as requested by the Staff, providing an explanation if the Company has not so revised the Initial Registration Statement or providing supplemental information as requested by the Staff.  In addition
to the amendments made in response to the Staff’s comments, the Company has revised the First Amended Registration Statement to reflect developments since the time of the submission of the First Amended Registration Statement and to include unaudited financial statements as of and for the three months ended March 31, 2009 and 2010.  On its current schedule, subject to market conditions, the Company hopes to print preliminary prospectuses during the week of May 31, 2010.

The Company’s responses to the Staff’s comments are as follows (the numbered paragraphs below correspond to the numbered paragraphs of the Staff’s comment letter, which have been retyped herein in bold for your ease of reference):

Amendment No. 1 to Registration Statement on Form S-1

1.

Please revise the cover page of your Form S-1 to identify an agent for service in the United States.

RESPONSE:  In response to the Staff’s comment, the Company has revised the cover page of the Form S-1 to identify its agent for service in the United States.

-1-

2.

We note that on the cover page of the prospectus you include the following statement: “We anticipate that the offering price per share of our Common Stock will be between $●    and $●    per share.” Please revise to clarify whether you will set a fixed price for your offering.  We
may have further comments after reviewing your response.

RESPONSE:  In response to the Staff’s comment, the Company has revised the cover page of the prospectus to delete the above-referenced sentence and related information.  We supplementally advise the Staff that the Company will set a fixed price for the
offering based on the negotiation between the Company and the underwriter.

3.

We note your statement in the first paragraph following the Table of Contents that “information contained in this prospectus is accurate only as of the date of this prospectus.” Please remove this limitation.

RESPONSE: In response to the Staff’s comment, we respectfully submit that the prospectus can necessarily only be accurate as of the date it was prepared. Developments may occur from time to time that may cause the prospectus to become out of date or inaccurate as of and
after the date of such developments.  However, as indicated in the final sentence of the paragraph referred to by the Staff, the Company has obligations to update the prospectus under certain circumstances. The Company is aware of and intends to satisfy these obligations.

4.

Please obtain and file as Exhibit 5.1 the legality opinion required by Item 601(b)(5) of Regulation S-K.  Ensure that you allow sufficient time for us to review the opinion once it has been filed.

RESPONSE: In response to the Staff’s comment, we have included as Exhibit 5.1 the legality opinion required by Item 601(b)(5) of Regulation S-K in the revised Form S-1.

5.

We note that a filing you made on January 20, 2010 was submitted on EDGAR as an “S-1/A” filing (which indicates a pre-effective amendment), but the filing appears to be a post-effective amendment to your registration statement on Form S-1, file number 333-149896.  Please correct this by filing a Form AW to withdraw
the “S-1/A” and re-file the document as a POS AM (post-effective amendment). Please tell us whether any securities have been sold pursuant to this registration statement since January 20, 2010.  Please note that the post-effectiveness amendment will not become effective until you request and are granted effectiveness as to the POS AM filing.

RESPONSE:  In response to the Staff’s comment, the Company respectfully advises the Staff that Post-Effective Amendment No. 1 to Form S-1 filed with the Commission on January 20, 2010 was filed as an “S-1/A” due to a printer error.  The Company
intended the filing to be a post-effective amendment, as indicated on the cover page of the document and elsewhere. As the Company’s contractual obligation towards certain investors to keep this registration statement effective and prospectus included thereto current has since expired, the Company respectfully submits that it is no longer necessary for the Company to withdraw and re-file this document.

No securities have been sold pursuant to this registration statement since January 20, 2010.

*      *      *      *

-2-

You may reach me by telephone at my office in Shanghai, China at 011-86-21-6165-1708, my China mobile phone at 011-86-136-1182-3710, or my US mobile phone at 650-714-8523.  In my absence, please contact Laura Luo at her office phone at 011-86-21-6165-1706, her China mobile phone at 011-86-136-216-215-72, or her US mobile
phone at 650-521-7365.  We can all be reached by fax at (650) 493-6811.

Thank you for your attention to this matter.

Sincerely yours,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Don S. Williams

Don S. Williams, Esq.

cc:

SkyPeople Fruit Juice, Inc.

Yongke Xue, Chief Executive Officer

Spring Liu, Chief Financial Officer

Pryor Cashman LLP

Selig Selig D. Sacks, Esq.

Michael Campoli, Esq.

Schneider Weinberger & Beilly LLP

Roxanne K. Beilly, Esq.

Wilson Sonsini Goodrich & Rosati, Professional Corporation

    Laura H. Luo, Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

       DIVISION OF
CORPORATION FINANCE
        June 3, 2010

Ms. Spring Liu
Chief Financial Officer
SkyPeople Fruit Juice, Inc. 16F, National Development Bank Tower No. 2 Gaoxin 1
st Road
Xi’an, People’s Republic of China
 Re: SkyPeople Fruit Juice, Inc.
  Amendment No. 2 to Registra tion Statement on Form S-1
Filed May 24, 2010
  File No. 333-166194

Dear Ms. Liu:
We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those issu es we have addressed in our comments.
Where indicated, we think you should revise  your document 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.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this 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.

Amendment No. 2 to Registration Statement on Form S-1

 1. We have not received your responses to prior comments 3 and 5, and reissue
them.
 Use of Proceeds, page 34

 2. We note you have amended the filing to update your financial information, and
that your current assets a nd cash and equivalents have increased.  As such, please
revise this section to clearly discuss th e use of proceeds.  Notwithstanding your
statement that your management will have broad discretion in the application of
your net proceeds from this offering, please provide tabular disclosure of the

Ms. Spring Liu
June 3, 2010
amount or estimated amount to be allocat ed to each of capital expenditures,
working capital and other ge neral corporate purposes.  For example, given the
statement that you expect your capital expenditures to be approximately $60
million over the next two years, please clarify how much of (or up to how much of) the $25.9 million will be allocated to capit al expenditures.  Please provide this
information using the number of shares being offered, and also if the underwriter’s option to purchase additi onal shares is exercised in full.
  Closing Comments

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested 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 filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t 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 purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal 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 conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the

Ms. Spring Liu
June 3, 2010  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 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Please contact Norman Gholson at (202)  551-3237 or me at (202) 551-3611 with
any questions.          S i n c e r e l y ,
Anne Nguyen Parker Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE

         May 13, 2010

Ms. Spring Liu
Chief Financial Officer SkyPeople Fruit Juice, Inc. 16F, National Development Bank Tower No. 2 Gaoxin 1
st Road
Xi’an, People’s Republic of China
 Re: SkyPeople Fruit Juice, Inc.
  Amendment No. 1 to Registration Statement on Form S-1
Filed April 30, 2010
  File No. 333-166194

 Dear Ms. Liu:
We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those issues we have addressed in our comments.  Where indicated, we think you should revise your document 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 detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.    Please understand that the purpose of our review 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.

Amendment No. 1 to Registration Statement on Form S-1

 1. Please revise the cover page of your Form S-1 to identify an agent for service in the United States.
 2. We note that on the cover page of the prospectus you include the following statement:  “We anticipate that the offering price per share of our Common Stock

Ms. Spring Liu
SkyPeople Fruit Juice, Inc.
May 13, 2010 Page 2

will be between $ ● and $●  per share.” Please revise to clarify whether you will
set a fixed price for your offering.  We may have further comments after reviewing your response.
3. We note your statement in the first paragraph following the Table of Contents that “information contained in this prospectus is accurate only as of the date of this prospectus.”  Please remove this limitation.
4. Please obtain and file as Exhibit 5.1 the legality opinion required by Item 601(b)(5) of Regulation S-K.  Ensure that you allow sufficient time for us to review the opinion once it has been filed.
5. We note that a filing you made on January 20, 2010 was submitted on EDGAR as an “S-1/A” filing (which indicates a pre-effective amendment), but the filing appears to be a post-effective amendment to your registration statement on Form S-1, file number 333-149896.  Please correct this by filing a Form AW to withdraw the “S-1/A” and re-file the document as a POS AM (post-effective amendment).  Please tell us whether any securities have been sold pursuant to this registration statement since January 20, 2010.  Please  note that the post-effective amendment will not become effective until you request and are granted effectiveness as to the POS AM filing.
 Closing Comments

As appropriate, please amend your registration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested 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 filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event 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:

Ms. Spring Liu
SkyPeople Fruit Juice, Inc. May 13, 2010 Page 3

‚ 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 staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advised that the Division of Enforcement 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 confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate 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 acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow adequate time after the filing of any 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 me at (202) 551-3611 with
any questions.          S i n c e r e l y ,
Anne Nguyen Parker Branch Chief

CORRESP
1
filename1.htm

    spcorresp_july222009.htm

SKYPEOPLE FRUIT JUICE, INC.

16F, National Development Bank Tower No. 2

Gaoxin 1st Road

Xi’an, PRC 710075

July 22, 2009

BY EDGAR and FACSIMILE to 703-813-6982

Norman Gholson, Esq.

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-4628

Re:

SkyPeople Fruit Juice, Inc. Registration Statement on Form S-1, Registration No. 333-159959 (the “Registration Statement”)

Dear Mr. Gholson:

On behalf of SkyPeople Fruit Juice, Inc. (the “Company”), I hereby request that the above-captioned Registration Statement be ordered effective at 4:00 p.m. on Thursday, July 23, 2009, or as soon as practicable thereafter.

On behalf of the Company I represent as follows:

(a)                 the Company understands that should the SEC or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the SEC from taking any action with respect to the filing;

(b)                 the Company understands that the action of the SEC 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 Registration Statement; and

(c)                 the Company will not assert the action of the SEC in declaring the Registration Statement effective as a defense in any proceeding initiated by the SEC or any other person under the federal securities laws of the United States.

Very truly yours,

/s/ Spring Liu

Spring Liu

Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE

            July 9, 2009    Mr. Yongke Xue Chief Executive Officer SkyPeople Fruit Juice, Inc. 16F, National Development Bank Tower No. 2 Gaoxin 1
st Road, Xi’an,
People’s Republic of China 710075
 Re: SkyPeople Fruit Juice, Inc.
  Form S-1 Filed June 12, 2009   File No. 333-159959
Form 10-K for the Fiscal Year Ended December 31, 2008 Filed  March 31, 2009
  File No. 0-32249

 Dear Mr. Xue:
We have reviewed your filings and have the following comments.  We have
limited our review of your filing to those issues we have addressed in our comments.  Where indicated, we think you should revise your document 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 detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.       Please understand that the purpose of our review 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.   Form S-1 Filed June 12, 2009

Mr. Yongke Xue
SkyPeople Fruit Juice, Inc.
July 9, 2009 Page 2

 General

 1. We will not be in a position to consider a request for accelerated effectiveness of the Form S-1 until the comment below relating to disclosure in the Form 10-K for the fiscal year ended December 31, 2008 has been resolved.
 Form 10-K for the Fiscal Year Ended December 31, 2008

 Controls and Procedures, page 42

 2. We note your statement that “…management concluded that our disclosure
controls and procedures  were effective [emphasis added].”  However, you have
not included a statement regarding management’s conclusion as to whether or not internal control over financial reporting
 was effective.   Please revise to include
all of the disclosure required by Item 308T of Regulation S-K.
  Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested 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 filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

Mr. Yongke Xue
SkyPeople Fruit Juice, Inc. July 9, 2009 Page 3

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
Please contact Norman Gholson at  (202) 551-3237 or, in his absence, me at (202)
551-3745 with any other questions.          S i n c e r e l y ,
H. Roger Schwall Assistant Director
 cc:  Mr. Jay Weil, Esq. – Gusov Ofsink, LLC – facsimile (212) 688-7273

CORRESP
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    spaccelreq_feb3rd2009.htm

    SKYPEOPLE
FRUIT JUICE, INC.

    16F,
National Development Bank Tower

    Gaoxin
2nd
Road

    Xi’an,
PRC 710075

    February
3, 2009

    BY EDGAR and FACSIMILE to
202-772-9368

    Norman
Gholson, Esq.

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C.  20549-7010

              Re:

              SkyPeople
      Fruit Juice, Inc. Registration Statement on Form S-1, Registration No.
      333-149896 (the
      “Registration Statement”)

    Dear Mr.
Gholson:

    On behalf
of SkyPeople Fruit Juice, Inc. (the “Company”), I hereby request that the
above-captioned Registration Statement be ordered effective at 4:00 p.m. on
Thursday, February 5, 2009, or as soon as practicable thereafter.

    On behalf of the Company I represent as
follows:

              (a)

              the
      Company understands that should the SEC or the staff, acting pursuant to
      delegated authority, declare the Registration Statement effective, it does
      not foreclose the SEC from taking any action with respect to the
      filing;

              (b)

              the
      Company understands that the action of the SEC 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 Registration Statement;
    and

              (c)

              the
      Company will not assert the action of the SEC in declaring the
      Registration Statement effective as a defense in any proceeding initiated
      by the SEC or any other person under the federal securities laws of the
      United States.

    Very
truly yours,

    /s/
Spring Liu

    Spring
Liu

    Chief
Financial Officer

CORRESP
1
filename1.htm

    secresponse_jan302009.htm

    January
30, 2009

    BY EDGAR

    Norman
Gholson, Esq.

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20002

                Re:  SkyPeople
      Fruit Juice, Inc.

                File
      No. 333-149896

                Amendment
      No. 3 Filed: December 5, 2008

                Form
      10-Q Filed: November 14, 2008

                File
      No. 000-32249

    Dear Mr.
Gholson:

    Reference
is made to your comment letter, dated January 29, 2009 to our client, SkyPeople
Fruit Juice, Inc. (the “Company”), relating to Amendment No. 3 to the subject
registration statement and the Company’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2008 which was filed on November 14, 2008 (the
“Comment Letter”). We have simultaneously herewith filed an amendment to the
Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008
(the “10-Q/A”) which sets forth an amended and restated Item 4. Controls and
Procedures section which includes the revised language which was proposed in
Exhibit B to our letter to you dated January 14, 2009 as well as the further
revisions in response to the two comments in your Comment Letter. Set forth
below are the comments contained in the Comment Letter followed by our response
thereto.

    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 Exhibit B to your response letter. In the
penultimate sentence of the third paragraph, your conclusion regarding
disclosure controls and procedures doers not address the full definition as set
forth in Rule 13a-15(e). Please either delete the language beginning with “in
alerting them in a timely manner…” or provide the full definition of disclosure
controls and procedures when discussing the conclusion as to
effectiveness.

    The
language beginning with “in alerting them in a timely manner…” that was
contained in the proposed revised language in Exhibit B to our letter to you
dated January 14, 2009 has been deleted from the penultimate sentence of the
third paragraph of Item 4 of the 10-Q/A.

    2.  We
note your response to our prior comment 10. It is not appropriate to state that
“other than” certain specified items, “there was no” material change in internal
control (without qualification), or state that “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.

    The
penultimate paragraph of Item 4 of the 10-Q/A has been revised from the proposed
revised language in Exhibit B to our letter to you dated January 14, 2009 to
eliminate the clause beginning with “other than” and to expressly state that
there was a change in internal control over financial reporting. Please note
that this unqualified statement had already been made in the last sentence of
the fourth paragraph of the proposed language we submitted and such sentence has
also not been changed in the 10-Q/A.

                  Very
      truly yours,

                  /s/
      Darren Ofsink

                Darren
      Ofsink

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)

CORRESP
1
filename1.htm

    skypeoplesecrespjan14_2009.htm

    January
14, 2009

    BY EDGAR

    Norman
Gholson, Esq.

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20002

            Re:  SkyPeople
      Fruit Juice, Inc.

            File No.
      333-149896

              Amendment
      No. 3 Filed: December 5, 2008

              Form 10-Q Filed: November 14, 2008

            File No.
      000-32249

    Dear Mr.
Gholson:

    Reference
is made to your comment letter, dated January 7, 2009 to our client, SkyPeople
Fruit Juice, Inc. (the “Company”), relating to Amendment No. 3 to the subject
registration statement and the Company’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2008 which was filed on November 14, 2008 (the
“Comment Letter”). Set forth below are the comments contained in the Comment
Letter followed by our response thereto. After receiving your informal comments
with respect to the matters set forth herein, the Company intends to file an
Amendment No. 4 to the Registration Statement and an Amendment No. 1 to its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 to
address the matters referred to herein that require changes in the disclosure
set forth in such documents.

    Amendment No. 3 to
Registration Statement on Form S-1

    Management's Discussion and
Analysis of Financial Condition and Results of Operations

    Results of Operations and
Business Outlook

    Gross Margin, page
40

      1.    We note your
response to our prior comment 6 and the revised disclosure that states you use a
relative sales value costing method in determining your cost of kiwifruit seeds.
Please clarify how you calculate and apply this relative sales value method when
determining your cost of sales for kiwifruits seeds and concentrated kiwifruit
juice. In this respect, 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 cost in producing both
kiwifruit seeds and kiwifruit juice, it would seem that would result in an
identical margin for both products. Please clarify your methodology and tell us
specifically how this methodology result in a 90.8% margin for kiwifruit seeds
and 39.1% margin for kiwifruit juice of the nine months ended September 30,
2008.

      Kiwifruit
seeds are the byproduct of kiwifruit juice. They are removed from the fresh
kiwifruits when we process kiwifruit juice for purity. Initially, the Company
did not allocate any cost to kiwifruit seeds as there was no expected sales
value. In the second quarter of 2008, the Company began the sale of kiwifruit
seeds. As the revenue for the sale of kiwifruit seeds was only about 2% of the
total revenue for the nine months ended September 30, 2008, in calculating the
gross margin of kiwifruit seeds, the Company applied the average method to
simplify the calculation.  In applying this method, we first
calculated the average sales values of kiwifruit seeds and kiwifruit juice that
can be produced from one ton of kiwifruit based on our estimate in a normal
production situation in the second quarter of 2008. This percentage was then
applied to actual cost for the production of kiwifruit juice to calculate the
actual cost of sales for kiwifruit seeds and concentrated kiwifruit juice in the
period covered by the financial statements. As the Company is using the first
in, first out inventory method, the kiwifruit seeds of zero cost allocation were
sold first, then the kiwifruit seeds of higher cost allocation. Hence, the gross
margin for kiwifruit seeds as a percentage of revenues in the nine months
ended September 30, 2008 was much higher than that of concentrated kiwifruit
juice.

            -1-

    Business - Industry and
Principal 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.

    Attached
hereto as Appendix A are the English translations of the statements made in
Mandarin on the web page links that were provided in our letter to you dated
December 5, 2008. Please note that one of the web addresses has been updated and
the new address has been provided with the translation.

    Note 2. Summary of
Significant Accounting Policies

    Consolidation, page
F-7

    3.           We
note your response to our prior comment 10. Please tell us if a written
agreement has been executed that substantiates:

              ·

              Hede
      was acting as a de facto agent and 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 significantly in the arrangement of the
      transaction;

              ·

              Why
      Shaanxi Tianren would be required to provide additional financial support
      to Hede;

              ·

              Why
      Shaanxi Tianren would absorb the losses and receive the expected returns
      of Huludao.

If so,
please provide a copy of this agreement. Also, tell us how it was determined
that Huludao was more closely related to you than to Hede under the criteria of
FIN 46(R).

    In your
prior response dated October 6, 2008, you stated that Hede was established in
February 2006 as a venture 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 interest 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 period from June 2007 through the
acquisition in May 2008.

    The
Company is unable to locate a written agreement between the parties listing
details that would require consolidation under FIN 46(R). However, this is not
unusual given that Hede and Shaanxi Tianren (“ST”) were both controlled by Mr.
Yongke Xue according to the criteria established by EITF 02-5. The response in
our letter to you dated October 6, 2008 explained why Hede should not be
consolidated by ST and it seems that paragraph 2 of comment 3 is confusing a
lack of financial interest in Hede with the determination of whether Huludao
should be consolidated. The Company belives that its determination to
consolidate Huludao was correct, as evidenced by the advance by ST to Hede to
make the purchase (which advance establishes pecuniary financial interest and
risk of loss) and by the subsequent transfer of Huludao to ST at Hede’s original
purchase price during 2008 (which confirms that potential losses were to be
absorbed by and potential gains were to be enjoyed by ST). The Company maintains
that the substance of the agreements, whether written or not, required
consolidation under FIN 46(R).

          -2-

    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 SPAS
141(R), paragraphs D8-D14, to retroactively restate your financial statements to
include Huludao's operations 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 SPAS 141(R) and the terms of your acquisition of Huludao,
tell us why you believe retrospective restatement would be appropriate as
entities under common control.

    As of
June 1, 2007, Hede was owned 80% by Mr. Yongke Xue and ST was owned 59% by Mr.
Yongke Xue and his brother, Mr. Hongke Xue. According to paragraph 3(b) of EITF
02-5, Hede and ST were under common control on that date.

    Note 4. Convertible
Preferred Stock, page F-14

    5.           We
note your response to our prior comment 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 analysis 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-Hold-Company
Equity Securities Issued as Compensation." Further, tell us the specific
differences between your Series B Preferred Stock and your Common Stock and how
those differences were factored into your determination of fair
value.

    In
determining whether a beneficial conversion feature existed in the Series B
Preferred Stock the Company evaluated whether any of the preferences listed in
the Certificate of Designations for the Series B Preferred Stock would cause a
share of such preferred stock to be valued lower than a share of common stock.
The Company concluded that the preferences resulted in the value of the Series B
Preferred Stock being at least equal to or greater than the value of the common
stock, resulting in no potential for a beneficial conversion feature to exist.
The following discussion of the rights and preferences of the Series B Preferred
Stock is set forth in the section of the Prospectus called “Description of
Securities” on page ___ of the Prospectus contained in Amendment No. 3 to the
Registration Statement (the subsection on “No Dividends” and the first three
lines of the “Voting Rights” section were inadvertently omitted in Amendment
No.3, but will be added back in the Prospectus to be contained in Amendment No.
4). A discussion of the rights of the Common Stock is also set forth therein.
The Common Stock has none of the rights or preferences of the Series B Preferred
Stock.

    Series
B Stock

    In
connection with the Share Exchange, we designated 7,000,000 shares of Series B
Stock out of our total authorized number of 10,000,000 shares of Preferred
Stock, par value $0.001 per share. The rights and preferences of the Series B
Preferred Stock are set forth in the Certificate of Designations, Preferences
and Rights of Series B Convertible Preferred Stock which we filed with the
Secretary of State of Florida on February 22, 2008. The following is a summary
of the rights and preferences:

    No
Dividends. No dividends are payable with respect to the Series A Stock
and no dividends can be paid on our Common Stock while the Series B Stock is
outstanding.

        -3-

    Voting
Rights. The Series B Stock shall have no voting rights, except as
required by Florida law. However, so long as any shares of Series B Stock are
outstanding, we cannot, without the affirmative approval of the holders of 75%
of the shares of the Series B Stock then outstanding,

    (a) alter
or change adversely the powers, preferences or rights given to the Series B
Stock or alter or amend the Certificate of Designations of the Series B
Stock,

    (b)
authorize or create any class of stock (other than Series A Stock) ranking as to
dividends or distribution of assets upon a liquidation senior to or otherwise
pari passu with the Series B Stock, or any series of preferred stock possessing
greater voting rights or the right to convert at a more favorable price than the
Series B Stock,

    (c) amend
our certificate of incorporation or other charter documents in breach of any of
the provisions hereof,

    (d)
increase the authorized number of shares of Series B Stock or the number of
authorized shares of Preferred Stock.

    Liquidation
Preference. On liquidation the holders are entitled to receive $1.20 per
share (out of available assets) before any distribution or payment can be made
to the holders of any junior securities.

    Conversion at
Option of Holder. Upon effectiveness of the Reverse Split, each share of
Series B Stock is convertible at any time into one share of Common Stock at the
option of the holder. If the conversion price (initially $1.20) is adjusted, the
conversion ratio will likewise be adjusted and the new conversion ratio will be
determined by multiplying the conversion ratio in effect by a fraction, the
numerator of which is the conversion price in effect before the adjustment and
the denominator of which is the new conversion price.

    Automatic
Conversion on Change of Control. In the event of a “change of
control” the shares of Series B Stock will be automatically converted into
Common Stock. A “change in control” means a consolidation or merger of us with
or into another company or entity in which we are not the surviving entity or
the sale of all or substantially all of our assets to another company or entity
not controlled by our then existing stockholders in a transaction or series of
transactions.

    4.9% Beneficial
Ownership Limitation. Except in certain circumstances, the right of the
holder to convert the Series B Stock is subject to the 4.9% limitation, with the
result we shall not effect any conversion of the Series B Stock, and the holder
has no right to convert any portion of the Series Stock, to the extent that
after giving effect to such conversion, the holder (together with the holder’s
affiliates) would beneficially own in excess of 4.9% of the number of shares of
Common Stock outstanding immediately after giving effect to such
conversion.  Beneficial ownership is determined in accordance with Section
13(d) of the Exchange Act, and Regulation 13d-3 thereunder. The 4.9% limitation
may not be waived or amended.

    Liquidated
Damages for Failing to Timely Deliver Certificates: If we fail to deliver
the appropriate stock certificates within three trading days of the conversion
date, we are required to pay the holder, in cash, liquidated damages the amount
by which (x) the holder’s total purchase price (including brokerage commissions,
if any) for the Common Stock so purchased exceeds (y) the product of (1) the
aggregate number of shares of Common Stock that such holder was entitled to
receive from the conversion at issue multiplied by (2) the price at which the
sell order giving rise to such purchase obligation was executed.

        -4-

    Certain
Adjustments

    Stock Dividends
and Stock Splits. Appropriate adjustments will be made to the conversion
ratio in the event of a stock dividend, stock distribution, stock split or
reverse stock split or reclassification with respect to the outstanding shares
of Common Stock.

    Price Adjustment;
Full Ratchet. From and after February 26, 2008 and until such time as the
investors hold less than 20% of the Series B Stock, except for certain exempt
issuances not to exceed 5% of the outstanding shares of Common Stock for every
two year period, certain issuances as to which price adjustment has already been
made, in the event we issue Common Stock at a price, or issue warrants, options,
convertible debt or equity securities with a exercise price per share or
conversion price which is less than the conversion price then in effect, then
the conversion price will be reduced, concurrently with such issue or sale, to
such lower price.

    Subsequent
Transactions. For so long as any investor holds any of the Series B
Stock, we are prohibited from effecting or entering into an agreement to effect
any transactions involving a “Variable Rate Transaction” or an “MFN
Transaction”.

    Subsequent Rights
Offerings. We are prohibited from, at any time while the Series B Stock
is outstanding, issuing rights, options or warrants to holders of Common Stock
entitling them to subscribe for or purchase shares of Co

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)

CORRESP
1
filename1.htm

    spresponse12023008.htm

    December
5, 2008

    BY EDGAR

    Norman
Gholson, Esq.

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20002

    Re:  SkyPeople
Fruit Juice, Inc.

    Amendment
No. 3 to Registration Statementon Form S-1

    File No.
333-149896

    Amendment
No. 2 Filed: October 6, 2008

    Dear Mr.
Gholson:

    Reference
is made to your comment letter, dated October 28, 2008 to our client, SkyPeople
Fruit Juice, Inc. (the “Company”), relating to Amendment No. 2 to the subject
registration statement (the “Comment Letter”). Set forth below are the comments
contained in the Comment Letter followed by our response thereto:

    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 precisely where in the marked version of the
amendment we will find your responsive changes. Similarly, to minimize the
likelihood that we will reissue comments, please make corresponding changes
where applicable throughout your document. For example, we might comment on 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.

    The
responses contained in this transmittal and response letter have been drafted in
a manner designed to comply with the first two sentences of the comment. Where
changes have been made in Amendment No. 3 to the subject registration statement
(“Amendment No. 3”) in response to a comment in the Comment Letter or for other
reasons, where appropriate, corresponding changes have been made throughout
other portions of Amendment No. 3 which address the same subject
matter.

        -1-

    Prospectus Summary - The
Company - Registration Rights Agreement, page 11

    2.           We
note your liquidated damages due and proposed accounting for those damages on
page F-10. Please quantify the estimated damages that will incurred under this
registration rights agreement as of the date of your filing.

    The
fourth paragraph of the subsection of the Prospectus Summary entitled
“Registration Rights Agreement” on page 10 of the prospectus contained in
Amendment No. 3 (the “Prospectus”) has been revised to quantify the estimated
damages that will incurred under the registration rights agreement as of the
approximate date of the filing of Amendment No. 3 as well as of December 31,
2008, an estimated date of effectiveness of the registration
statement.

    Prospectus Summary - Our
Corporate Structure, page 15

    3.           We
note that in the organizational chart of the company's structure, you have added
a footnote about a minority 8.85% equity interest held by Xi'an Qinmei Food Co.,
Ltd. in a subsidiary of the company. The footnote states that it relates to
"such company"; however, we do not see an asterisk in the chart or any other
mark in the chart to indicate which company is being referenced in the footnote.
Please revise and make corresponding revisions to the other places in the
document where the organizational chart appears, such as page 36 and page
F-6.

    An
asterisk has been added after 91.15% in the organizational chart contained in
the subsection of the Prospectus Summary entitled “Our Corporate Structure” on
page 14 of the Prospectus as well as the two other organizational structure
charts included in the Prospectus.

    Risk
Factors

    General

    4.           We
note your response to our prior comment 9 and reissue it. Specifically, we note
that in your Risk Factors you have not included a discussion of the covenant in
the Stock Purchase Agreement, discussed on pages 7 and 43 of the Prospectus,
pursuant to which you are not permitted to issue any preferred stock or
convertible debt for three years as long as Barron Partners LLP and Eos
Holdings, LLC continue to beneficially own 20% of the Series B Preferred Stock
issued under the Stock Purchase Agreement.

        -2-

    The
heading of the risk factor formerly called “Our inability to fund capital
expenditure requirements may adversely affect our growth and profitability” on
page 17 of the Prospectus has been expanded and a new second paragraph has been
added to the risk factor on page 18 of the Prospectus to disclose the negative
covenant as a risk.

    "We may have inadvertently
violated Section 402 ...," page 22

    5.           Please
advise as to whether the recipients of the loans paid interest or other
consideration to the company for the time value of the money that was
borrowed.

    The
second paragraph of the risk factor has been revised to state that no interest
or other consideration to the Company for the time value of the money that was
borrowed.

    Management's Discussion and
Analysis of Financial Condition and Results of Operations

    Results of Operations and
Business Outlook

    Gross Margin, page
39

    6.           Please
revise to disclose what factors contributed to your 100% gross margin from
kiwifruit seed sales for the six months ended June 30, 2008.

    We have
revised the third paragraph after the table in the “Gross Margin” subsection of
the “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” section on page 40 of the Prospectus to disclose the factor
contributing to the 90.8% gross profit margin on sales of kiwifruit seeds for
the nine months ended September 30, 2008.

    Business - Seasonality, page
54

    7.           We
note your response to our prior comment 22 and reissue it. For example, we note
that on page 54 you still refer to "the squeezing season from August through
February or March of the following year." Please revise as
appropriate.

    The
squeezing season for all fruits we process, other than kiwifruit, is from August
to February or March of the following year and this is stated consistently
throughout the Prospectus. The squeezing season for kiwifruit is from September
to January of the following year.

        -3-

    Business - Industry and
Principal Markets, pages 54-55

    8.           We
note your response to our prior comment 25. Supplementally, please provide us
with independent support for your assertions about the following topics, which
were not covered in your response to our prior comment 25:

              ·

              The
      countries with the current largest demand for concentrated apple juice
      include the United States, EU members, Japan and
  Russia.

    This
statement has been deleted from the Prospectus.

              ·

              The
      United States is the largest concentrated apple juice consuming country in
      the world, and the physical volume of trade of concentrated apple juice in
      the United States accounted for about 35% of the world's total in
      2006.

    This
statement has been deleted from the Prospectus.

              ·

              Concentrated
      apple juice from China accounted for approximately 47.7% of total
      consumption of concentrated apple juice in the United States in
      2005.

    This
statement has been deleted from the Prospectus.

              ·

              In
      2005, 39% of concentrated apple juice consumed in the European market was
      from China.

    This
statement has been deleted from the Prospectus.

              ·

              In
      China, the output of fruit juice and drinks nationwide was approximately
      4,816,824 tons in 2004, an increase of 27.95% compared with that in 2003,
      and output increased by 29.17% to 6,000,000 tons in 2005. From January to
      October 2006, output was approximately 7,196,692 tons, an increase of
      27.96% compared with that of the first 10 months of
  2005.

    This was
contained in an article entitled “China Fruit Juice Market Analysis and
Investment Consulting Report of 2007 published on the zikoo.com website: http://www.zikoo.com/payreport/article/23132.html

        -4-

              ·

              In
      2006, the export volume of concentrated apple juice by Shaanxi Province
      was approximately 2,910,000 tons with a value of $212 million, accounting
      for 44.9% and 46.3% of the total export volume and value, respectively, of
      concentrated apple juice from all of the
PRC.

    This
statement was published on the website of the Ministry of Commerce of the
People’s Republic of China: http://fec.mofcom.gov.cn/aarticle/xiangmht/bi/200603/20060301735197.html

              ·

              At
      present, the output, output value and export volume of concentrated juice
      of Shaanxi Province all rank first among other provinces and cities in
      China.

    This
statement was published on the website of the Ministry of Commerce of the
People’s Republic of China: http://fec.mofcom.gov.cn/aarticle/xiangmht/bi/200603/20060301735197.html

      If you
provide us with third party documents in response to this comment, you can
expedite our review process by marking by highlighting or other means those
portions of the document(s) that support the various assertions that appear in
your document.

    9.           We
note your response to our prior comment 26. We note that you did not state in
the Prospectus where investors may obtain a copy of the data from the United
States Department of Agriculture. Please revise to include this
information.

    A
hyperlink to the information on the United States Department of Agriculture
website has been added to the third paragraph of the “Global Market” subsection
of the “Business” section on page 57 of the Prospectus.

    Note 2. Summary of
Significant Accounting Policies

    Consolidation, page
F-6

        -5-

    10.           We
note your analysis supporting your conclusion that Huludao Wonder Fruit Co
("Huludao") is a variable interest entity ("VIE"). Please further explain how
you determined that you had a variable interest in Huludao pursuant to the
definition in paragraph 2.c of FIN 46(R) upon formation of Huludao. Please
clarify who owned the equity investment at risk in Huludao at formation and
clarify any material changes in the equity investment at risk up to June 10,
2008, the date you acquired Huludao. Clarify whether you held an equity
investment in Huludao, i.e., an equity interest that is required to be reported
as equity in Huludao's financial statements. If Hede owned all or a majority of
the equity in Huludao, please explain why they would not consolidate Huludao
pursuant to SFAS 94. In this respect, explain how you determined that Hede did
not control Huludao.

    On June
1, 2007 Hede acquired a controlling equity interest in Huludao, at which time
Huludao was considered to be redesigned. From that date until the Company
acquired the equity interest in Huludao from Hede, there were no changes in the
Huludao’s equity ownership. Hede, an entity under common control with the
Company, used funds borrowed from the Company to acquire Huludao with the
agreement and understanding that Hede would sell Huludao to the Company at
Hede’s purchase price after a brief operating period and that Hede could not
sell Huludao to any other party without the Company’s express consent. As such,
Hede acted as the Company’s de facto agent pursuant to FIN 46(R) paragraph 16.
By design, Hede had voting control of Huludao, but such control was intended to
be only temporary. Consequently, Hede should not consolidate Huludao pursuant to
the guidance in SFAS 94 paragraph 10. Since the Company’s eventual purchase
price of Huludao was determined at the time of Hede’s purchase of Huludao, the
Company’s loan to Hede for the purchase of Huludao was determined to be a
pecuniary interest in Huludao, an interest that would absorb all of Huludao’s
expected losses and receive all of Huludao’s expected returns. It was determined
that Huludao was more closely related to the Company than to Hede using the
criteria in FIN 46(R) paragraph 17, and consequently the Company determined to
consolidate Huludao.

    Please
consider that had the Company determined not to consolidate Huludao, subsequent
to the Company’s formal acquisition of Huludao from Hede, the Company would be
required to retroactively restate its financial statements to include Huludao’s
operations from the time of its acquisition by Hede in accordance with SFAS 141
paragraphs D11-18. Such reporting of a transfer of equity interests under common
control would have yielded identical operating results to those already reported
by the Company.

        -6-

    11.           With
respect to your analysis of FIN 46R, please further clarify the
following:

              ·

              Explain
      how Shaanxi Tianren participated significantly in the arrangement of the
      transaction.

              ·

              Explain
      why Shaanxi Tianren would be required to provide additional financial
      support to Hede. Clarify whether Shaanxi would be required to provide
      additional financial support to Hede based upon the contractual provisions
      of the loan agreement.

              ·

              Explain
      in detail the terms that or the lease agreement between Shaanxi Tianren
      and Hede and how this agreement was evaluated in your
      analysis.

              ·

              Explain
      why you assumed that Shaanxi Tianren would absorb the losses and receive
      the expected returns of Huludao if Shaanxi Tianren did not have an equity
      interest in Hulundao. Please provide your cash flow or other substantive
      analysis which supports this
conclusion.

    Hede and
Shaanxi Tianren are under common control and Shaanxi Tianren participated in the
redesign of Huludao through Hede who acted as de facto agent for Shaanxi
Tianren. Shaanxi Tianren advanced the purchase price of Huludao to Hede, which
advance represented a pecuniary interest in Huludao. The eventual purchase price
of Huludao by Shaanxi Tianren was predetermined to be the same as the price paid
by Hede, so Shaanxi Tianren’s advance to Hede ensured that Shaanxi Tianren would
absorb the expected losses and receive the expected returns of Huludao. Please
see also our response to comment #10.

    Revenue Recognition, page
F-8

    12.           We
note your response to our prior comment 45 and that you have no history of
returned
products. Please revise your disclosure to be more specific on how many
days a
customer has a contractual right of return and how management has concluded no
provision is necessary for returnable goods.

        -7-

    The
“Revenue Recognition” subsection of Note 2 to the Financial Statements on page
F-8 of the Prospectus as well as the “Revenue Recognition” subsection of the
“Critical Accounting Policies” subsection of the “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” section on page 51 of
the Prospectus have been revised to disclose such information

    Property, Plant and
Equipment, page F-9

    13.           Please
clarify the nature of your $2.6 million construction in progress asset. Explain
what asset you are currently constructing and how you have determined that it
will have future economic benefit.

    The
“Property, Plant and Equipment” subsection of Note 2 to the Financial Statements
on page F-9 of the Prospectus as well as the seventh and eighth paragraphs of
the “Financial Condition” subsection of the “ Management’s Discussion and
Analysis of Financial Condition and Results of Operations” section on pages 43
and 44 of the Prospectus have been revised to provide the requested
information.

    Minority Interest in
Subsidiary, page F-10

    14.           We
note your response to our prior comment 47. Please provide further analysis
supporting your conclusion that it is appropriate to

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010
October 28, 2008

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. 2 to Registra tion Statement on Form S-1
Filed October 6, 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 proces s if you address each portion of every
numbered comment that appears in this letter.  Provide complete responses and,
where disclosure has changed, indicate precisely 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.
October 28, 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.

Prospectus Summary – The Company – Registration Righ ts Agreement, page 11

2. We note your liquidated damages due a nd proposed accounting for those damages
on page F-10.  Please quantify the estimated  damages that will incurred under this
registration rights agreement as of the date of your filing.

Prospectus Summary - Our Co rporate Structure, page 15
3. We note that in the organizational char t of the company’s structure, you have
added a footnote about a minority 8.85% e quity interest held by Xi’an Qinmei
Food Co., Ltd. in a subsidiary of the compa ny.  The footnote states that it relates
to “such company”; however, we do not see an asterisk in the chart or any other
mark in the chart to indicate which compa ny is being referenced in the footnote.
Please revise and make corresponding re visions to the other places in the
document where the organizational chart ap pears, such as page 36 and page F-6.
 Risk Factors

 General

4. We note your response to our prior comment  9 and reissue it.  Specifically, we
note that in your Risk Factors you have not  included a discussion of the covenant
in the Stock Purchase Agreement, discu ssed on pages 7 and 43 of the Prospectus,
pursuant to which you are not permitted to issue any preferred stock or
convertible debt for three years as long as Barron Partners LLP and Eos Holdings,
LLC continue to beneficially own 20% of  the Series B Preferred Stock issued
under the Stock Purchase Agreement.
“We may have inadvertently viol ated Section 402 …,” page 22
5. Please advise as to whether the recipien ts of the loans paid interest or other
consideration to the company for the time value of the money that was borrowed.

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

Results of Operations and Business Outlook

Gross Margin, page 39

Mr. Yongke Xue
SkyPeople Fruit Juice, Inc.
October 28, 2008 Page 3  6. Please revise to disclose what factors contributed to your 100% gross margin from
kiwifruit seed sales for the six months ended June 30, 2008.

Business – Seasonality, page 54

7. We note your response to our prior comment  22 and reissue it.  For example, we
note that on page 54 you still refer to “the squeezing season from August through
February or March of the following year .”  Please revise as appropriate.
 Business – Industry and Principal Markets, pages 54-55

8. We note your response to our prior co mment 25.  Supplementally, please provide
us with independent support for your asse rtions about the following topics, which
were not covered in your res ponse to our prior comment 25:

●  The countries with the current larg est demand for concentrated apple juice
include the United States, EU members, Japan and Russia.

●  The United States is the largest concen trated apple juice co nsuming country in
the world, and the physical volume of trad e of concentrated apple juice in the
United States accounted for about 35% of the world’s total in 2006.
 ●  Concentrated apple juice from Ch ina accounted for approximately 47.7% of
total consumption of concentrated appl e juice in the Unite d States in 2005.
 ●  In 2005, 39% of concentrated apple ju ice consumed in the European market
was from China.  ●  In China, the output of fruit juice and drinks nationwide was approximately
4,816,824 tons in 2004, an increase of 27.95% compared with th at in 2003, and
output increased by 29.17% to 6,000,000 tons in 2005.  From January to October 2006, output was approximately 7,196,692 tons, an increase of 27.96% compared with that of the fi rst 10 months of 2005.
 ●  In 2006, the export volume of concen trated apple juice by Shaanxi Province
was approximately 2,910,000 tons with a value of $212 million, accounting for 44.9% and 46.3% of the total export volume and value, respectively, of
concentrated apple juice from all of the PRC.  ●  At present, the output, output value a nd export volume of concentrated juice of
Shaanxi Province all rank first among ot her provinces and ci ties in China.
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

Mr. Yongke Xue
SkyPeople Fruit Juice, Inc.
October 28, 2008 Page 4
portions of the document(s) that support th e various assertions that appear in your
document.
9. We note your response to our prior comment  26.  We note that you did not state in
the Prospectus where investors may obtai n a copy of the data from the United
States Department of Agriculture.  Pleas e revise to include this information.
 Note 2. Summary of Significant Accounting Policies

Consolidation, page F-6

10. We note your analysis supporting your c onclusion that Huludao Wonder Fruit Co
(“Huludao”) is a variable in terest entity (“VIE”).  Please further explain how you
determined that you had a variable intere st in Huludao pursuant to the definition
in paragraph 2.c of FIN 46(R) upon form ation of Huludao.  Please clarify who
owned the equity investment at risk in Huludao at formation and clarify any
material changes in the equity investment  at risk up to June 10, 2008, the date you
acquired Huludao.  Clarify whether you held  an equity investment in Huludao,
i.e., an equity interest th at is required to be report ed as equity in Huludao’s
financial statements.  If Hede owned all or a majority of the equity in Huludao,
please explain why they would not conso lidate Huludao pursuant to SFAS 94.  In
this respect, explain how you determined  that Hede did not control Huludao.
 11. With respect to your analysis of FIN 46R, please further clarify the following:

• Explain how Shaanxi Tianren participated  significantly in the arrangement of
the transaction.
• Explain why Shaanxi Tianren would be required to provide additional
financial support to Hede.  Clarify wh ether Shaanxi would be required to
provide additional financial support to Hede based upon the contractual
provisions of the loan agreement.
• Explain in detail the terms that or the lease agreement between Shaanxi Tianren and Hede and how this agreemen t was evaluated in your analysis.
• Explain why you assumed that Shaanxi Ti anren would absorb the losses and
receive the expected return s of Huludao if Shaanxi Tianren did not have an
equity interest in Hulundao.  Pl ease provide your cash flow or other
substantive analysis whic h supports this conclusion.

Revenue Recognition, page F-8

12. We note your response to our prior comme nt 45 and that you have no history of
returned products.  Please revise your disclosure to be more specific on how many
days a customer has a contractual righ t of return and how management has
concluded no provision is necessary for returnable goods.

Mr. Yongke Xue
SkyPeople Fruit Juice, Inc.
October 28, 2008 Page 5

Property, Plant and Equipment, page F-9

13. Please clarify the nature of your $2.6 m illion construction in progress asset.
Explain what asset you are currently c onstructing and how you have determined
that it will have future economic benefit.

Minority Interest in Subsidiary, page F-10
 14.   We note your response to our prior comment 47.  Please provide further analysis
supporting your conclusion that it is appropriate to refl ect the equity of Huludao
as minority interest.  In this respect, we  understand your analysis with respect to
your initial measurement of Huludao, but it is not clear why you have presented
the equity as minority inte rest as of December 31, 2007.
 Note 4. Convertible Preferred Stock, page F-12

15. Your response to prior comment number 48 indicates that you first considered
whether the embedded conversion option a nd warrants issued in connection with
the Series A and B Convertible Preferred stock qualified as derivatives pursuant
to SFAS 133 and EITF 00-19.  Please cl arify how you evaluated the guidance in
paragraph 19 of EITF 00-19, which require s you to have sufficient authorized and
unissued shares available to settle th e contract when determining that the
contracts should be classified in stoc kholders’ equity pursu ant to paragraph
11.a(2) of SFAS 133.  In this respect, we note your response, which states, “the Company lacked a sufficient number of authorized and unissued common shares
to satisfy the negotiated share exchange transaction through the issuance of common stock.”
 16. We note your response to our prior comment  48 with respect to the valuation of
your common stock.  Please clarify why you believe that the purchase price of the
Series A or B preferred st ock less the amount allocated to the warrants provides a
reliable estimate of the fair value of  your common stock.  Explain how you
determined the value allocated to your warrants when preparing this valuation model.  Please clarify why you did not us e a valuation technique which uses an
estimate of future cash flows to estimate the fair value of your common stock.  In
this respect, please clarify how you c onsidered the guidance in the AICPA
Practice Aid “Valuation of Privately-Held -Company Equity Securities Issued as
Compensation” when determining the most appropriate valuation methodology
for your common stock.  As part of your re sponse, tell us the conversion price of
the Series A and B Preferred Stock and the value of your common stock as of
each issuance date.

Mr. Yongke Xue
SkyPeople Fruit Juice, Inc.
October 28, 2008 Page 6  Exhibits, page II-3

17. We note that in your list of Exhib its, you incorporate various documents by
reference to various Form 8-K filings, but you do not specify in each instance
which exhibit to the relevant Form 8-K f iling is being incorporated by reference.
Please revise in each instance to provide a specific reference to the number of the Form 8-K exhibit that is bei ng incorporated by reference.
18. We note that the documents that are inco rporated by reference as your Articles of
Incorporation do not indicat e that the company’s name has been changed to
SkyPeople Fruit Juice, Inc., which suggests that there may be an amendment to
the Articles of Incorporation that is not on file yet or is not on your exhibit list.
Please file any such amendment and update the exhibit list accordingly.
 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 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.

Mr. Yongke Xue
SkyPeople Fruit Juice, Inc. October 28, 2008 Page 7    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 financial statements.  Please contact Norm an Gholson, at (202) 551-3237 or, in his
absence, me at (202) 551-3611 with any other questions.

       S i n c e r e l y ,                  Anne Nguyen Parker        B r a n c h  C h i e f    cc:  Darren Ofsink, Esq. (by facsimile 212-688-7273)  B. Carroll  C. White
N. Gholson

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”

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010
April 17, 2008

By U.S. Mail and facsimile
Mr. Yongke Xue
Chief Executive Officer
Entech Environmental Technologies, Inc.
A-4F Tongxinge, Xietong Building,
Gaoxin 2nd Road
Hi-Tech Industrial Zone
Xi’an, Shaanxi province, PRC 710065

Re: Entech Environmental Technologies, Inc .
  Registration Statement on Form S-1
Filed March 26, 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.

Form S-1

General
1. Revise your filing to include updated financ ial statements for Pacific Group Holding
Co., Ltd.  See Rule 8-08(a) of Regulation S-X.

Mr. Yongke Xue
Entech Environmental Technologies, Inc.
April 17, 2008 Page 2
2. Revise the periods for which you have pres ented pro forma financial information to
reflect the most recent financ ial statements presented.
3. Similarly, please update the disclosure throughout your filing, such as in the
Management’s Discussion and Analysis, to reflect the most recent financial statements as indicated by the comments above.  We may have further comments.
4. In an appropriate place in the S-1, discu ss your present plans to change your name,
as discussed in the Preliminary Information Statement you have filed with the Commission.
5. The disclosure in Note 2 to your unaudite d financial statements as of December 31,
2007 indicates that you filed on June 8, 2008 a registration statement to register the shares underlying the convertible notes payable (includi ng liquidated damages) and
warrants described therein.  The disclosure  further states that the “registration
statement has not been declared eff ective by the Securities and Exchange
Commission, and the Company will incur li quidated damages until the registration
statement is declared effective.”  You re quested withdrawal of  that registration
statement, file number 333-134826, on May 2, 2007, such that it will never be declared effective by the Commission.  In addition, it appears that the notes have
been converted to Series B Preferred Stock.  Please advise and revise your
disclosure accordingly.
6. We note that, as disclosed on page 52 of the Form 8-K filed March 3, 2008, you
issued 615,147 shares of Series B Preferred stock to Barron Partners LP in exchange
for cancellation of principal and accrued  interest aggregating approximately
$5,055,418 on certain promissory notes held by Barron.  In an appropriate place in
the registration statement, please disclose th e material terms of the debt cancellation
agreement with Barron, including disclo sing 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 was approved by you. File the agreement with Barron that
evidences the cancellation of the debt a nd issuance of Series B Preferred stock.

Selling Stockholders, page 30
7. Please state whether or not any of the selli ng shareholders has, or has had within the
past three years, any position, office, or  other material rela tionship with the
company or any of its predecessors or affiliates.  If any selling shareholder has, or has had, such a relationship, please describe it.
8. In footnotes to the selling shareholder ow nership table, please identify the natural
persons with power to vote or to dispose of the securi ties offered for resale by the
entities listed as selling shareholders.  See Interpretation No. 4S of the Regulation S-

Mr. Yongke Xue
Entech Environmental Technologies, Inc.
April 17, 2008 Page 3
K section of the Division of Corporati on Finance’s March 1999 Supplement to the
Manual of Publicly Availabl e Telephone Interpretations.

Directors and Executive Officers, page 62
9. You indicate that Mr. Emas is a director of your company. In light of the Form 8-K you filed April 8, 2008 saying he resigned effective April 7, 2008, please update
your disclosure in this section and in ot her places in the filing accordingly.  Please
ensure that the current officers and di rectors of your company sign the next
amendment to this Form S-1.
10. Please revise your management biographies to provide five-year sketches without
gaps or ambiguities.  Disclose the positions held and the times of service in each case by providing the month and year that  the executive held the position.  For
example, state the month Mr. Xue began to serve as a director of Shaanxi Tianren
Organic Food Co., Ltd.  Fill in the gaps in the biography of Ms. Liu from December
2006 to June 2007 and state what she did afte r she left Fortum Power and Heat Oy
until she began with HyClone Biochemical.   In addition fill in the gaps in the biography of Ms. Yan from July 2005 until she started with you, and between August 2003 until February 2004.

New Directors, page 63
11. Revise your disclosure to indi cate the actual date these dir ectors were appointed.

Closing Comments

As appropriate, please amend your filing in response to these comments.  You
may wish to provide us with marked copies of the amendment to e xpedite our review.
Please furnish a cover letter with your amendment that ke ys 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

Mr. Yongke Xue
Entech Environmental Technologies, Inc.
April 17, 2008 Page 4
‚ 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 Brad Skinner at (202) 551-3489 if you have any questions
regarding your financial stat ements.  Please contact Donna Levy, at (202) 551-3292 or, in
her absence, me at (202) 551-3611 with any other questions.

       S i n c e r e l y ,

       Anne Nguyen Parker
       B r a n c h  C h i e f

cc:  Jay Weil, Esq.
  D. Levy
  B. Skinner

CORRESP
1
filename1.htm

    enteccorresp013108.htm

    Entech
      Environmental Technologies, Inc.

    3233
      Grand Avenue, Suite N-353

    Chino
      Hills, California 91709-1489

    January
      31, 2008

    Via
      EDGAR

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street

    Washington,
      D.C. 20549

    Re:
      Entech Environmental
      Technologies, Inc.

    Form
      8-K for Item 4.01

    Filed
      January 9, 2008

    Ladies
      and Gentlemen:

    Entech
      Environmental Technologies,
      Inc., a Florida corporation (the "Company"), hereby files this
      correspondence and responds to your comments in your letter dated January 10,
      2008.

    Form
      8-K Filed January 9,
      2008

              1.

              Please
                amend your report to include all of the information required by Item
                304
                of Regulation S-B, including a statement as to whether your former
                auditors resigned, declined to stand for re-election, or were
                dismissed.

    We
      have noted your comments and revised the disclosure to conform to Item 304
      of
      regulation S-B and have included a statement that the auditors were
      dismissed.

              2.

              Please
                amend your report to cover the interim period from the date of the
                last
                audited financial statements to May 15, 2007, the date of the change
                in
                accountants. See Item 304(a)(1)(iv) of Regulation S-B. Also, include
                as an
                exhibit a letter from your former auditors addressing the revised
                disclosures.

    We
      have noted your comments and revised the disclosure to cover the interim period
      from the date of the last audited financial statements to May 15, 2007, the
      date
      of the change in accountants and have included as an exhibit a letter from
      your
      former auditors addressing the revised disclosures.

              3.

              Please
                explain to us the reasons for the delay in filing Form 8-K for Item
                4.01.
                As discussed in General Instruction B to Form 8-K, this report is
                due four
                business days after the event of the change in accountants. Since
                the
                change was on May 15, 2007, the Form 8-K was due on or before May
                21,
                2007. Please tell us in detail why there was a delay of more than
                seven
                months before you filed this report on January 9,
                2008.

    The
      former Chief Executive Officer was not cognizant of the mandatory requirement
      to
      file a disclosure on Form 8-K upon the dismissal of the auditors and the hiring
      of new auditors.  He did not seek the advice of counsel on this
      matter. The former Chief Executive Officer was also in an ongoing dispute with
      the former auditors with respect to outstanding fees.  When current
      management and counsel became aware of the change in auditors, they confirmed
      (1) that Tarvaran Askelson & Company, LLP (the new auditors) reviewed all
      10-QSB filings subsequent to May 15, 2007 and (2) that an 8-K was filed.

              4.

              The
                delay in filing the Form 8-K for Item 4.01 affects your status as
                a timely
                filer and may impact your eligibility requirements to use certain
                registration statements.

    We
      have noted your comments and have taken them under advisement.

    The
      Company hereby acknowledges that:

              •

              the
                Company is responsible for the adequacy and accuracy of the disclosure
                in
                the filings;

              •

              staff
                comments or changes to disclosure in response to staff comments do
                not
                foreclose the Commission from talking any action with respect to
                the
                fling; and

              •

              the
                Company may not assert staff comments as a defense in any proceeding
                initiated by the Commission or any person under the federal securities
                laws of the United States.

    Yours
      truly,

    /s/
      Terence F. Leong

    Terence
      F. Leong

    Director

Mail Stop  6010

January 10, 2008
    Terence F. Leong, Director Entech Environmental Technologies Inc. 3233 Grand Avenue, Suite N-353 Chino Hills, California  91709   Via U S Mail and FAX to Counsel [ 305-531-1274 ]

 Re: Entech Environmental Technologies Inc.
  Form 8-K for Item 4.01
  Filed  January 9, 2008
  File No. 0-32249

Dear Mr. Leong:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comments are inapplicable
or a revision is unnecessary.  After reviewi ng this 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 the applicable sta ff person at the telephone number listed at the
end of this letter.

Mr. Terence F. Leong  Entech Environmental Technologies Inc. January 10, 2008 Page 2
Form 8-K Filed  January 9, 2008

1. Please amend your report to include all of  the information required by Item 304 of
Regulation S-B, including a statement as  to whether your former auditors
resigned, declined to stand for re-election, or were dismissed.
2. Please amend your report to cover the interim period from the date of the last audited financial statements to May 15, 2007, the date of the change in accountants.  See Item 304(a )(1)(iv) of Regulation S-B.   Also, include as an
exhibit a letter from your former audito rs addressing the revised disclosures.
3. Please explain to us the reasons for the de lay in filing Form 8-K for Item 4.01.  As
discussed in General Instruction B to Form  8-K, this report is due four business
days after the event of th e change in accountants.  Since the change was on May
15, 2007, the Form 8-K was due on or befo re May 21, 2007.  Please tell us in
detail why there was a delay of more th an seven months before you filed this
report on January 9, 2008.
4. The delay in filing the Form 8-K for Item  4.01 affects your status as a timely filer
and may impact your eligibility requir ements to use certain registration
statements.

     Please file your response and amendm ent via EDGAR in response to these
comments within 5 business days after the date  of this letter.  Please contact the staff
immediately if you require longer th an 5 business days to respond.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an inform ed decision.  Since the registrant and its
management are in possession of all facts rela ting to a registrant’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Terence F. Leong  Entech Environmental Technologies Inc. January 10, 2008 Page 3   In connection with responding to our comments, please provide, in writing, a statement from the registrant acknowledging that:
• the registrant is responsible for the adequacy and accuracy of the
disclosure in the filing;
• staff comments or changes to disclosu re in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filing; and
• the registrant may not assert st aff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.    If you have any questions, please call me  at (202) 551-3606.  In my absence, you
may call Brian Cascio, Branch Chief at (202) 551-3676.         S i n c e r e l y ,           J e a n n e  B e n n e t t         S t a f f  A c c o u n t a n t

 Copy to: Joseph I. Emas, Esq.   Fax  305-531-1274

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 3561
								November 1, 2005
Burr D. Northrop
Entech Environmental Technologies, Inc.
3233 Grand Avenue, Suite N-353
Chino Hills, CA    91709-1489

Re:	Entech Environmental Technologies, Inc.
Item 4.01 Form 8-K
      Filed 10/28/05
File No.  000-32249

Dear Mr. Northrop:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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 detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with more
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review 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.

1.	Item 304(a)(1)(ii) of Regulation S-K requires a statement
whether the accountant`s report on the financial statements for
either of the past two years contained an adverse opinion or a
disclaimer of opinion or was qualified or modified as to
uncertainty,
audit scope or accounting principles; and a description of the
nature
of each such adverse opinion, disclaimer of opinion, modification
or
qualification.  This would include disclosure of uncertainty
regarding the ability to continue as a going concern in the
accountant`s report.

2.	The disclosure should also state whether during the
registrant`s
two most recent fiscal years there were any disagreements with the
former accountant on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the
satisfaction
of the former accountant, would have caused it to make reference
to
the subject matter of the disagreement(s) in connection with its
reports.  In the event of disagreement(s) and/or reportable
event(s),
provide the specific disclosures required by Item 304(a)(1)(iv)
and
(v) of Regulation S-K.

       As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
respond.
You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cover letter with your
amendment that keys your responses to our comments and provides
any
requested 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 filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	If you have any questions, please call me at (202) 551-3774.

							Sincerely,

							Blaise Rhodes
							Staff Accountant

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0306

         DIVISION OF
CORPORATION FINANCE

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November 3, 2005

Mr. Blaise Rhodes
United States Securities and Exchange Commission
100 F. Street, North East
Washington D.C. 20549

Dear Mr. Rhodes,

In response to your comment letter dated November 1, 2005 regarding Entech
Environmental Technologies, Inc.'s filing on Form 8-K on October 28, 2005, I
acknowledge the following:

     o    the company is responsible for the adequacy and accuracy of the
          disclosure in the filing;

     o    staff comments or changes to disclosure in response to staff comments
          do not foreclose the Commission from taking any action with respect to
          the filing; and

     o    the company may not assert staff comments as a defense in any
          proceeding initiated by the Commission or any person under the federal
          securities laws of the United States.

Sincerely,

/s/ Burr D. Northrop
--------------------------------------
Burr D. Northrop, President
Entech Environmental Technologies, Inc.

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