SC 13G 1 spu13g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.___)* SkyPeople Fruit Juice, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 83086T208 (CUSIP Number) 11/19/2010 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: * Rule 13d-1(b) x Rule 13d-1(c) * Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 83086T208 1 NAMES OF REPORTING PERSONS: Andrew Barron Worden 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)x (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER 1,079,825 SHARES BENEFICIALL Y OWNED BY 6 SHARED VOTING POWER 0 EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER 1,079,825 WITH 8 SHARED DISPOSITIVE POWER 238,167 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,321,092 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% 12 TYPE OF REPORTING PERSON IN CUSIP No. 83086T208 1 NAMES OF REPORTING PERSONS: Barron Partners 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER 1,018,215 SHARES BENEFICIALL Y OWNED BY 6 SHARED VOTING POWER 0 EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER 1,018,215 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,018,215 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.0% 12 TYPE OF REPORTING PERSON PN CUSIP No. 83086T208 1 NAMES OF REPORTING PERSONS: SAS148 LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER 15,910 15,910 SHARES BENEFICIALL Y OWNED BY 6 SHARED VOTING POWER 0 EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER 15,910 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,910 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% 12 TYPE OF REPORTING PERSON PN CUSIP No. 83086T208 1 NAMES OF REPORTING PERSONS: XWRT2 LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)x (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER 11,000 SHARES BENEFICIALL Y OWNED BY 6 SHARED VOTING POWER 0 EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER 0 WITH 8 SHARED DISPOSITIVE POWER 11,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% 12 TYPE OF REPORTING PERSON PN CUSIP No. 83086T208 1 NAMES OF REPORTING PERSONS: SBMT2 LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER 28,200 SHARES BENEFICIALL Y OWNED BY 6 SHARED VOTING POWER 0 EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER 0 WITH 8 SHARED DISPOSITIVE POWER 28,200 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,200 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% 12 TYPE OF REPORTING PERSON PN CUSIP No. 83086T208 1 NAMES OF REPORTING PERSONS: Godfrey2468 LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)x (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER 30,900 30,900 SHARES BENEFICIALL Y OWNED BY 6 SHARED VOTING POWER 0 EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER 0 WITH 8 SHARED DISPOSITIVE POWER 30,900 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,900 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% 12 TYPE OF REPORTING PERSON PN CUSIP No. 83086T208 1 NAMES OF REPORTING PERSONS: Tibero2 LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER 9,800 SHARES BENEFICIALL Y OWNED BY 6 SHARED VOTING POWER 0 EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER 0 WITH 8 SHARED DISPOSITIVE POWER 9,800 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,800 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% 12 TYPE OF REPORTING PERSON PN CUSIP No. 83086T208 1 NAMES OF REPORTING PERSONS: Kaufman2 LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)x (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER 41,900 SHARES BENEFICIALL Y OWNED BY 6 SHARED VOTING POWER 0 EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER 0 WITH 8 SHARED DISPOSITIVE POWER 41,900 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,900 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% 12 TYPE OF REPORTING PERSON PN CUSIP No. 83086T208 1 NAMES OF REPORTING PERSONS: ABJ Investment Fund LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)x (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER 62,333 SHARES BENEFICIALL Y OWNED BY 6 SHARED VOTING POWER 0 EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER 0 WITH 8 SHARED DISPOSITIVE POWER 62,333 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 62,333 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% 12 TYPE OF REPORTING PERSON PN CUSIP No. 83086T208 1 NAMES OF REPORTING PERSONS: Golden1177 LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER 37,134 SHARES BENEFICIALL Y OWNED BY 6 SHARED VOTING POWER 0 EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER 0 WITH 8 SHARED DISPOSITIVE POWER 37,134 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,134 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% 12 TYPE OF REPORTING PERSON PN 1 NAMES OF REPORTING PERSONS: Olga Filippova 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Russian Federation NUMBER OF 5 SOLE VOTING POWER 700 SHARES BENEFICIALL Y OWNED BY 6 SHARED VOTING POWER 0 EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER 0 WITH 8 SHARED DISPOSITIVE POWER 700 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 700 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% 12 TYPE OF REPORTING PERSON IN CUSIP No. 83086T208 CUSIP No. 83086T208 1 NAMES OF REPORTING PERSONS: 2DanesRunnin LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER 16,200 SHARES BENEFICIALL Y OWNED BY 6 SHARED VOTING POWER 0 EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER 0 WITH 8 SHARED DISPOSITIVE POWER 16,200 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,200 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% 12 TYPE OF REPORTING PERSON PN CUSIP No. 83086T208 1 NAMES OF REPORTING PERSONS: Concorde Trading LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER 3,100 SHARES BENEFICIALL Y OWNED BY 6 SHARED VOTING POWER 0 EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER 0 WITH 8 SHARED DISPOSITIVE POWER 3,100 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,100 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% 12 TYPE OF REPORTING PERSON PN Item 1. (a) Name of Issuer: SkyPeople Fruit Juice, Inc. (b) Address of Issuer's Principal Executive Offices: 16F, National Development Bank Tower No. 2 Gaoxin 1st Road, Xi'an, PRC 710075 Item 2. (a) Name of Person(s) Filing: Andrew Barron Worden, citizen of USA Barron Partners LP, a DE limited partnership SAS148 LP, a DE limited partnership Golden1177 LP, a DE limited partnership XWRT2 LP, a DE limited partnership SBMT2 LP, a DE limited partnership Godfrey2468 LP, a DE limited partnership Tibero2 LP, a DE limited partnership Kaufman2 LP, a DE limited partnership ABJ Investment Fund LP, a DE limited partnership Olga Filippova, citizen of Russian Federation 2DanesRunnin LP, a DE limited partnership Concorde Trading LP, a DE limited partnership (b) Address of Principal Business Office, or, if None, Residence: Andrew Barron Worden and 730 Fifth Avenue, 26th Floor, New York, NY 10019 Barron Partners LP, 730 Fifth Avenue, 26th Floor, New York, NY 10019 SAS148 LP, 50 Central Park South, Unit 34/35 New York, NY 10019 Golden1177 LP, #500-1177 West Hastings Street, Vancouver BC V6E 2K3 Canada XWRT2 LP, 131 Laurel Grove Avenue Kentfield, CA 94904 SBMT2 LP, 104 S. Pecos Street Midland, TX 79701 Godfrey2468 LP, 279 Saugatuck Avenue Westport, CT 06880 Tibero2 LP, 29 Evergreen Way Wokingham, Berkshire RG41 4BX United Kingdom Kaufman2 LP, 127 W. 69th Street New York, Ny 10023 ABJ Investment Fund LP, #500-117 West Hastings Street, Vancouver BC V6E 2K3 Canada Olga Filippova, 3 Havelock Terrace, Sandymount, Dublin 4, Ireland 2DanesRunnin LP, 2565 Tanglewood Blvd., Pottsboro TX 75076 Concorde Trading LP, 3011 Cedarwood Lane Falls Church, VA 22042 (c) Citizenship or Place of Organization: Please see response to part (a) of this Item 2. (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 83086T208 Item 3. If This Statement is Filed Pursuant to Rule 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: N/A Item 4. Ownership. (a) Amount Beneficially Owned: 1,321,092 (b) Percentage of Class: The responses of the Reporting Persons to Row 11 on pages 2 - 13 are incorporated herein by reference. (c) Number of Shares to which such person has: (i) sole power to vote or direct the vote (ii) shared power to vote or direct the vote (iii) sole power to dispose or to direct the disposition of (iv) shared power to dispose or to direct the disposition of The responses of the Reporting Persons to Rows 5 through 8 on pages 2 - 13 are incorporated herein by reference. Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [x]. Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: N/A Item 8. Identification and Classification of Members of the Group: See item 2 above Item 9. Notice of Dissolution of Group: Not applicable. Item 10. Certifications By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 29, 2010 Andrew B. Worden By: /s/ Andrew B. Worden Barron Partners LP By: Barron Capital Advisors LLC, its general partner By: /s/ Andrew B. Worden Name: Andrew B. Worden Title: Managing Member SAS148 LP By: /s/ Andrew B. Worden Name: Andrew B. Worden Title: General Partner Golden1177 LP By: Golden Properties Ltd., its general partner By: /s/ Alexander Lau Name: Alexander Lau Title: Manager XWRT2 LP By: /s/ Joseph Abrams Name: Joseph Abrams Title: General Partner SMBT2 LP By: Carlton Beal Family Trust FBO Spencer Beal, its general partner By: /s/ Spence Beal Name: Spence Beal Title: Trustee Godfrey2468 LP By: /s/ Peter Godfrey Name: Peter Godfrey Title: General Partner Tibero2 LP By: /s/ Tim Robinson Name: Tim Robinson Title: General Partner Kaufman2 LP By: Dash.com Inc, its General Partner By: /s/ Daniel Kaufman Name: Daniel Kaufman Title: President ABJ Investment Fund LP By: /s/ Sandra Lau Name: Sandra Lau Title: General Partner Olga Filippova By: /s/ Olga Filippova 2DanesRunnin LP By: Higher Ground Investments LP its General Partner By: The Canyons Climbing LLC, its General Partner By: /s/ Robert A. Kaiser Name: Robert A. Kaiser Title: Managing Member Concorde Trading LP By: /s/ Robert Fitzgerald Name: Robert Fitzgerald Title: General Partner 2