UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-K/A
 
 x   
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 For the
fiscal year ended December 31, 2008
 
 OR
 
 o
              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 1-14523
 
 SKYPEOPLE
FRUIT JUICE, INC.
 (Exact
name of registrant as specified in its charter)
 
 Florida
              
              98-0222013(State
      or other jurisdiction of
              
              (I.R.S.
      Employerincorporation
      or organization)
              
              Identification
      Number)16F,
      National Development Bank Tower,No.
      2, Gaoxin 1st.
      Road, Xi’an, PRC
              
              710075(Address
      of principal executive offices)
              
              (Zip
      Code)
 
 Registrant's
Telephone Number:  011-86-29-88386415
 
 Securities
registered pursuant to Section 12(b) of the Act: None
 
 Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par value $.001
per share
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
rule 405 of the Securities Act.  oYes  xNo
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. oYes  x 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.    x Yes o
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.   o
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See definition of “large accelerated filer” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
 Large
      Accelerated Filer
                  o
                  Accelerated Filer
                  oNon-Accelerated
      Filer
                    (Do not
      check if a smaller reporting company)
                  o
                  Smaller
      reporting company
                  x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in rule
12b-2 of the Exchange Act).  oYes   xNo
 
 The
aggregate market value of voting stock held by non-affiliates of the registrant,
based upon the closing price of $5.90 per share for shares of the registrant’s
Common Stock on June 30, 2008, the last business day of the registrant’s most
recently completed second fiscal quarter as reported by the OTC Bulletin Board,
was approximately $1.6 million. In calculating such aggregate market value,
shares of Common Stock held by each officer, director and holder of 5% or more
of the outstanding Common Stock (including outstanding shares with respect to
which a holder has the right to acquire beneficial ownership within 60 days)
were excluded because such persons may be deemed to be
affiliates.  This determination of affiliate status is not necessarily
a conclusive determination for other purposes.
 
 The
number of shares of Common Stock outstanding as of March 20, 2009 was
22,271,786.
   Documents
Incorporated by Reference
  Part III
of this Form 10-K incorporates by reference information from Registrant’s Proxy
Statement for its 2008 Annual Meeting of Shareholders to be filed with the
Commission under Regulation 14A within 120 days of the end of the fiscal year
covered by this Form 10-K.
 
 EXPLANATORY
NOTE
 
 SkyPeople
Fruit Juice, Inc. (the “Company”) filed an Annual Report on Form 10-K with the
Securities and Exchange Commission on March 31, 2009 (the “Original Filing”).
This Amendment to the Original Filing on Form 10-K/A is being filed solely to
amend and restate Item 9A(T).
  
  ITEM9A (T) – CONTROLS AND
PROCEDURES
 
 As
required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), our management, including our Chief Executive Officer and
Chief Financial Officer, evaluated the effectiveness of the design and operation
of our disclosure controls and procedures as of December 31, 2008.
 
 In
designing and evaluating our disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management is required to apply its judgment in evaluating and
implementing possible controls and procedures. Management conducted its
evaluation of disclosure controls and procedures under the supervision of our
Chief Executive Officer and our Chief Financial Officer.  Based on
that evaluation, management concluded that our disclosure controls and
procedures were effective.  Our disclosure controls and procedures are
designed to provide reasonable assurance of achieving their objectives and our
Chief Executive Officer and Chief Financial Officer have concluded that our
disclosure controls and procedures are effective at that reasonable assurance
level.
  Management
of the Company has the responsibility for establishing and maintaining adequate
internal control over financial reporting for the Company. Management made an
assessment of the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2008. In its evaluation, management evaluated
whether the Company had sufficient “preventive controls” which are controls that
have the objective of preventing the occurrence of errors or fraud that could
result in a misstatement of the financial statements, and “detective controls”
which have the objective of detecting errors or fraud that have already occurred
that could result in a misstatement of the financial
statements.   In its evaluation, management considered whether
there were sufficient internal controls over financial reporting in the context
of the Company’s control environment, financial risk assessment, internal
control activities, monitoring, and communication to determine whether
sufficient controls are present and functioning effectively. Management used the
framework set forth in the report entitled “Internal Control – Integrated
Framework” published by the Committee of Sponsoring Organizations of the
Treadway Commission to evaluate the effectiveness of the Company’s internal
control over financial reporting.
  During
the quarter ended June 30, 2008, Pacific erroneously paid monies to its former
shareholders as the result of a dividend declaration in February
2008.  The monies were then returned to the
Company.  Because the recipients of the money were no longer
shareholders of Pacific, the transaction has been treated for accounting
purposes as an interest free loan.  The Sarbanes-Oxley Act of 2002
makes it unlawful for any public company, directly or indirectly, to extend
credit, maintain credit or arrange for the extension of credit in the form of a
personal loan to or for the benefit of any director or executive officer.
Therefore, the failure of the Company to prevent the loan may be considered a
material weakness in the efficiency and effectiveness of the Company’s
procedures with respect to the conduct of its operations and the Company’s
compliance with laws and regulations, and therefore a material weakness in the
Company’s internal control over financial reporting which existed during the
fiscal year ended December 31, 2008.  However, due to the steps taken by
the Company and the Audit Committee set forth below, management believes that
such material weakness has been eliminated and management has concluded that the
Company’s internal control over financial reporting was effective as of December
31, 2008.
  -1-
 The
Company’s Chief Executive Officer and Chief Financial Officer concluded,
however, that the material weakness in the Company’s operational and compliance
controls referred to in the immediately preceding paragraph did not constitute a
failure in the Company’s “disclosure controls and procedures” as such term is
defined in Rule 13a-15 because the failure to prevent the loan to or for the
benefit of any executive officer or director does not constitute a failure or
weakness in the Company’s procedures to ensure that information is recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the SEC or that information is accumulated and communicated
to our management.  Therefore, as stated above, despite the material
weakness in internal control over financial reporting which existed during the
fiscal year ended December 31, 2008, the Company’s Chief Executive Officer and
Chief Financial Officer were still able to conclude that the Company’s
disclosure controls and procedures were effective as of the end of such fiscal
year.
  The
Company and its Audit Committee have taken steps to remedy the material weakness
in the Company’s operational and compliance controls discussed above. On
September 30, 2008 the Board of Directors of the Company approved a Statement of
Policies and Procedures with Respect to Related Party Transactions (the “Policy
Statement”) under which the Audit Committee shall review the material facts of
all Interested Transactions that require the Committee’s approval and either
approve or disapprove of the entry of the Company into the Interested
Transaction, subject to certain exceptions. If advance approval by the Audit
Committee of an Interested Transaction is not feasible, then the Interested
Transaction shall be considered and, if the Audit Committee determines it to be
appropriate, ratified at the Committee’s next regularly scheduled meeting. In
determining whether to approve or ratify an Interested Transaction, the Audit
Committee will take into account, among other factors it deems appropriate,
whether the Interested Transaction is on terms no less favorable than terms
generally available to an unaffiliated third-party under the same or similar
circumstances and the extent of the Related Person’s interest in the
transaction.
 
 No
director shall participate in any discussion or approval of an Interested
Transaction for which he or she is a Related Party, except that the director
shall provide all material information concerning the Interested Transaction to
the Committee.
 
 If an
Interested Transaction will be ongoing, the Audit Committee may establish
guidelines for the Company’s management to follow in its ongoing dealings with
the Related Party. Thereafter, the Audit Committee, on at least an annual basis,
shall review and assess ongoing relationships with the Related Party to see
that they are in compliance with the Audit Committee’s guidelines and that the
Interested Transaction remains appropriate.
 
 For
purposes of the Policy Statement, an “Interested Transaction” is any
transaction, arrangement or relationship or series of similar transactions,
arrangements or relationships (including any indebtedness or guarantee of
indebtedness) in which (1) the aggregate amount involved will or may be
expected to exceed $50,000 in any calendar year, (2) the Company is a
participant, and (3) any Related Party has or will have a direct or
indirect interest (other than solely as a result of being a director or a less
than 10 percent beneficial owner of another entity).
 
 A
“Related Party” is any (a) person who is or was (since the beginning of the
last fiscal year for which the Company has filed a Form 10-K and proxy
statement, even if he or she does not presently serve in that role) an executive
officer, director or nominee for election as a director, (b) greater than
5 percent beneficial owner of the Company’s common stock, or
(c) immediate family member of any of the foregoing. Immediate family
members include a person’s spouse, parents, stepparents, children, stepchildren,
siblings, mothers- and fathers-in-law, sons- and daughters-in-law, and brothers-
and sisters-in-law and anyone residing in such person’s home (other than a
tenant or employee).
 -2-
 The
material weakness in operational and compliance controls discussed in the fourth
paragraph of this Item 9A (T) above was a change in our internal control over
financial reporting during the quarter ended September 30, 2008 that materially
affected our internal control over financial reporting. The Company believes
that this material weakness has been remedied by the approval by the Company’s
Board of Directors of the Policy Statement on September 30, 2008.  Our
internal control system is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with accounting principles
generally accepted in the United States.
  This
Annual Report does not include an attestation report of the Company’s registered
independent public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s independent registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the Company to
provide only management’s report in this Annual Report.
  -3-
  SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
 
 
 SkyPeople
      Fruit Juice, Inc.Date: July 13, 2009
                /s/
      Yongke XueBy:
      Yongke XueChief
      Executive Officer and Director(principal
      executive officer)
 
 Pursuant
to the requirement of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacity and on the dates indicated.
 
 
 
 Name
      and Title
                        
                        Date/s/
      Yongke Xue
                        
                        July
      13, 2009Yongke
      XueChief
      Executive Officer and Director(principal
      executive officer)/s/
      Spring LiuSpring
      LiuChief
      Financial Officer(principal
      financial officer and accounting officer)
                        July
      13, 2009/s/
      Xiaoqing YanXaioqing
      Yan, Director
                        
                        July
      13, 2009/s/
      Guolin WangGuolin
      Wang, Director
                        
                        July
      13, 2009/s/
      Robert B. FieldsRobert
      B. Fields, Director
                        
                        July
      13, 2009/s/
      Norman KoNorman
      Ko, Director
                        
                        July
      13, 2009
   -4-