The registrantRegistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed.  We may not sell these securities until the Registration Statementregistration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any Statestate where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 4, 2018

Subject to Completion, Dated August 13, 2015PRELIMINARY PROSPECTUS

Prospectus

SKYPEOPLE FRUIT JUICE, INC.Future FinTech Group Inc.

$100,000,00080,000,000

Common Stock

Preferred Stock

Debt Securities

Warrants

Rights

Units

We may offer and sell from time to time shares of our common stock, par value $0.001 (“Common Stock”), preferred stock, warrants and units that include any of these securities. The aggregate initial offering price of the securities sold under this prospectus will not exceed $80,000,000. We will offer the securities in one or more series or issuances andamounts, at prices and on terms that we will determineto be determined at the time of the offering,offering.

Our Common Stock is quoted on the NASDAQ Global Market under the symbol “FTFT.” As of May 2, 2018, the aggregate market value of our outstanding Common Stock held by non-affiliates was approximately $10,219,410 based on 25,417,083 shares of outstanding Common Stock, of which 20,432,005 shares are held by affiliates, and a price of $2.05 per share, which was the last reported sale price of our common stock, preferred stock, debt securities, warrants, rightsCommon Stock as quoted on the NASDAQ Global Market on that date. During the 12 calendar months prior to, and units described inincluding, the date of this prospectus, inwe have not sold any combination either individually or in units, upsecurities pursuant to an aggregate amountGeneral Instruction I.B.6 of $100,000,000. Unless otherwise provided in a prospectus supplement, we will use the net proceeds from the saleForm S-3. You are urged to obtain current market quotations of our securities for general working capital purposes.Common Stock.

Each time we sell securities hereunder, we will attach a supplement to this prospectus that contain thecontains specific information about the terms of the offering, including the price at which we are offering the securities to the public. AnyThe prospectus supplement may also add, update or change information contained or incorporated in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectuscarefully before you purchase any of the securities offered hereby.invest in our securities.

TheseThe securities hereunder may be offered and sold in the same offeringdirectly by us, through agents designated from time to time by us or in separate offerings; to or through underwriters dealers, and agents; or directly to purchasers. The names ofdealers. If any underwriters,agents, dealers or agentsunderwriters are involved in the sale of ourany securities, their compensationnames, and any over-allotment options held byapplicable purchase price, fee, commission or discount arrangement between or among them will be describedset forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See “Plan of Distribution.”

the section entitled “About This prospectus may not be used to offer or sell securities unless accompanied by a prospectus supplement.

Our common stock is listed on the Nasdaq Global Market under the symbol “SPU.” On [August 10], 2015, the last reported sale price of our common stock was $[1.13] per share. We recommend that you obtain current market quotationsProspectus” for our common stock prior to making an investment decision. We will provide information in any applicable prospectus supplement regarding any listing of securities other than shares of our common stock on any securities exchange.

As of [August 10], 2015, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was $[15,013,022] which was calculated based on 13,285,860 shares of our outstanding common stock held by non-affiliates and a price of $[1.13] per share, the last reported sale price for our common stock on [August 10], 2015. We have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to and including the date of this prospectus.

more information.

You should carefully read this prospectus, any prospectus supplement relating to any specific offering of securities, and all information incorporated by reference herein and therein.

Investing in our securities involves a high degreecertain risks. See “Risk Factors” beginning on page 6 of risk. These risks are referencedthis prospectus. In addition, see “Risk Factors” in this prospectus under “Risk Factors”our Annual Report on Form 10-K for the year ended December 31, 2017. You should carefully read and are discussedconsider these risk factors before you invest in the documents incorporated by reference into this prospectus.our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined ifpassed upon the adequacy or accuracy of this prospectus is truthful or complete.prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is August __, 2015.●, 2018.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUSThe distribution of this prospectus may be restricted by law in certain jurisdictions. You should inform yourself about and observe any of these restrictions. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this prospectus does not extend to you.

This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of the offering and the offered securities. This prospectus, together with applicable prospectus supplements, any information incorporated by reference, and any related free writing prospectuses we file with the Securities and Exchange Commission (the “SEC”), includes all material information relating to these offerings and securities. We may also add, update or change in the prospectus supplement any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus, including without limitation, a discussion of any risk factors or other special considerations that apply to these offerings or securities or the specific plan of distribution.

We have not authorized anyone to give any information or make any representation about us that is different from, or in addition to, that contained in this prospectus, including in any of the materials that we have incorporated by reference into this prospectus, any accompanying prospectus supplement, and any free writing prospectus prepared or authorized by us. Therefore, if anyone does give you information of this sort, you should not rely on it as authorized by us. You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorizedprospectus and any other person to provide you with information that is different from such information. If anyone provides you with different or inconsistent information, youaccompanying prospectus supplement.

You should not rely on it. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information contained in this prospectus and any accompanying supplement to this prospectus is accurate only ason any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus regardless ofand any accompanying supplement to this prospectus is delivered or securities are sold on a later date.Neither the time of delivery of this prospectus, nor any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since the date hereof or that the information incorporated by reference herein is correct as of any saletime subsequent to the date of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.such information.

RISK FACTORS

InvestingAn investment in our securities involves a high degree of risk. YouBefore making any investment decision, you should carefully consider the risks describedrisk factors set forth below, under the caption “Risk Factors” in the documents incorporated by reference in this prospectus and any prospectus supplement, as well as other information we include or incorporate by reference into this prospectus and any applicable prospectus supplement before making an investment decision. Our business, financial condition or results of operations could be materially adversely affected byand under the materialization of any of these risks. The trading price of our securities could decline due to the materialization of any of these risks, and you may lose all or part of your investment. This prospectus and the documents incorporated herein by reference also contain forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipatedcaption “Risk Factors” in these forward-looking statements as a result of certain factors, including the risks described in the documents incorporated herein by reference, including (i) our most recent annual report on Form 10-K which is on file with the SEC and is incorporated herein by reference, (ii) our most recentsubsequent quarterly reports on Form 10-Q, which are on file with the SEC and is incorporated by reference intoin this prospectus, as well as in any applicable prospectus supplement, as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

These risks could materially affect our business, results of operation or financial condition and (iii) other documents we file withaffect the SECvalue of our securities. Additional risks and uncertainties that are deemed incorporated by reference into this prospectus. These risk factorsnot yet identified may be amended, supplementedalso materially harm our business, operating results and financial condition and could result in a complete loss of your investment. You could lose all or superseded from time to time by risk factors contained in other Exchange Act reports that we file with the SEC, which will be subsequently incorporated herein by reference; by any prospectus supplement accompanying this prospectus; or by a post-effective amendment to the registration statementpart of which this prospectus forms a part. In addition, new risks may emerge at any time and we cannot predict such risks or estimate the extent to which they may affect our financial performance.your investment. For more information, see “Where You Can Find More Information,” “Incorporation By Reference” and “Cautionary Statement Regarding Forward-Looking Statements.Information.”

Risks Related to Our Securities and the Offering

NOTE CONCERNING FORWARD-LOOKING STATEMENTSFuture sales or other dilution of our equity could depress the market price of our Common Stock.

 This Registration StatementSales of our Common Stock, preferred stock, warrants, units or any combination of the foregoing in the public market, or the perception that such sales could occur, could negatively impact the price of our Common Stock. If one or more of our shareholders were to sell large portions of their holdings in a relatively short time, for liquidity or other reasons, the prevailing market price of our Common Stock could be negatively affected.

In addition, the issuance of additional shares of our Common Stock, securities convertible into or exercisable for our Common Stock, other equity-linked securities, including preferred stock or warrants or any combination of the securities pursuant to this prospectus will dilute the ownership interest of our common shareholders and could depress the market price of our Common Stock and impair our ability to raise capital through the sale of additional equity securities.

We may need to seek additional capital. If this additional financing is obtained through the issuance of equity securities or warrants to acquire equity securities, our existing shareholders could experience significant dilution upon the issuance, conversion or exercise of such securities.

Our management will have broad discretion over the use of the proceeds we receive from the sale of our securities pursuant to this prospectus and might not apply the proceeds in ways that increase the value of your investment.

Our management will have broad discretion to use the net proceeds from any offerings under this prospectus, and you will be relying on Form S-3 (“Registration Statement”)the judgment of SkyPeople Fruit Juice, Inc.our management regarding the application of these proceeds. Except as described in any prospectus supplement or in any related free writing prospectus that we may authorize to be provided to you, the net proceeds received by us from our sale of the securities described in this prospectus will be added to our general funds and will be used for general corporate purposes. Our management might not apply the documentsnet proceeds from offerings of our securities in ways that increase the value of your investment and might not be able to yield a significant return, if any, on any investment of such net proceeds. You may not have the opportunity to influence our decisions on how to use such proceeds.

FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference herein include forward-looking statements that involve risks and uncertaintiesin this prospectus may be “forward-looking statements” within the meaning of Section 27A of the Private Securities Litigation Reform Act of 1995. Other than1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act and may involve material risks, assumptions and uncertainties. Forward-looking statements of historical fact, all statements made in this Registration Statement and intypically are identified by the documents incorporated by reference herein are forward-looking, including, but not limited to (a) our projected sales, profitability, and cash flows, (b) our growth strategies, (c) anticipated trends in our industry, (d) our future financing plans and (e) our anticipated needs for working capital. They are generally identifiable by use of the wordsterms such as “may,” “will,” “should,” “believe,” “might,” “expect,” “anticipate,” “estimate,“intend,” “plans,“plan,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we“estimate” and similar words, although some forward-looking statements are expressed differently.

Although we believe” “we intend” or that the negativeexpectations reflected in such forward-looking statements are reasonable, these statements are not guarantees of these words or other variations on these words or comparable terminology. Forward-looking statementsfuture performance and involve certain risks and uncertainties that are inherently difficult to predict and which couldmay cause actual outcomes and results to differ materially from our expectations, forecastswhat is expressed or forecasted in such forward-looking statements. These forward-looking statements speak only as of the date on which they are made and assumptions. The following important factors, among others,except as required by law, we undertake no obligation to publicly release the results of any revision or update of these forward-looking statements, whether as a result of new information, future events or otherwise. If we do update or correct one or more forward-looking statements, you should not conclude that we will make additional updates or corrections with respect thereto or with respect to other forward-looking statements. A detailed discussion of risks and uncertainties that could affect our futurecause actual results and could cause those resultsevents to differ materially from those expressed in such forward-looking statements:

Any or all of our forward-looking statements is included in this Registration Statement may turn out to be inaccurate. They can be affected by inaccurate assumptions we might make or by known or unknown risks or uncertainties. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially as a result of various factors, including, without limitation,our periodic reports filed with the risks outlined underSEC and in the “Risk Factors” incorporated by reference intosection of this Registration Statement.  In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.prospectus.

We undertake no obligation to update forward-looking statements to reflect subsequent events, changed circumstances or the occurrence of unanticipated events.

USE OF PROCEEDS

The securities that may, from time to time, be listed under this prospectusExcept as may be sold by us.

Unless we state otherwisestated in the accompanyingapplicable prospectus supplement, we intend to use the net proceeds we receive from the sale of the securities offered by us pursuant to this prospectus for general corporate purposes. General corporate purposes, which may include, additions toamong other things, repayment of debt, repurchases of common stock, capital expenditures, the financing of possible acquisitions or business expansions, increasing our working capital and the financing of capital expenditures, repayment or redemption of existing indebtedness,ongoing operating expenses and future acquisitions and strategic investment opportunities. We have not determined the amount of net proceeds to be used specifically for such purposes. As a result, management will retain broad discretion over the allocation of net proceeds. Additional information on the use of net proceeds from any sale of securities offered under this prospectus may be set forth in the prospectus supplement or in any related free writing prospectus relating to a specific offering. Pending the application of net proceeds, we expect to invest the net proceeds in investment grade, interest-bearing securities.overhead.

DESCRIPTION OF CAPITAL STOCK

General

The following descriptionis a summary of commonour capital stock and preferred stock, together withcertain provisions of our certificate of incorporation and bylaws. This summary does not purport to be complete and is qualified in its entirety by the additional information we include in anyprovisions of our Second Amended and Restated Articles of Incorporation, as amended (“Articles of Incorporation”), our Amended and Restated Bylaws (“Bylaws”), and applicable prospectus supplements, summarizes the material terms and provisions of the common stock and preferred stock that we may offer underFlorida Business Corporation Act (the “FCBA”).

See “Where You Can Find More Information” elsewhere in this prospectus but is not complete. For the complete termsfor information on where you can obtain copies of our common stockSecond Amended and preferred stock, please refer to our articlesRestated Articles of incorporation, as amended,Incorporation and Amended and Restated Bylaws, which may be further amended from time to time, any certificates of designation for our preferred stock,have been filed with and our amended and restated bylaws, as amended from time to time. The Florida Business Corporations Act may also affect the terms of these securities. While the terms we have summarized below will apply generally to any future common stock or preferred stock that we may offer, we will describe the particular terms of any series of these securities in more detail in the applicable prospectus supplement. If we so indicate in a prospectus supplement, the terms of any common stock or preferred stock we offer under that prospectus supplement may differare publicly available from the terms we describe below.SEC.

As of [August 10], 2015, ourOur authorized capital stock consistedconsists of 66,666,66660,000,000 shares of common stock, $0.001Common Stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, $0.001 par value $0.001 per share,share. Currently, we have no other authorized classes of which none are outstanding. Our board of directors may establish the rights and preferences of the preferred stock from time to time. stock.

DESCRIPTION OF COMMON STOCK

As of [August 10], 2015,May 1, 2018, there are 26,661,499were 25,417,083 shares of our common stock issued andCommon Stock outstanding, and no sharesheld by approximately 80 stockholders of our preferred stock issued and outstanding.record.

Our Common Stock is currently traded on the NASDAQ Global Market under the symbol “FTFT.”

Holders of shares of our Common Stock are entitled to one vote for each share on all matters to be voted on by the shareholders. Except if a greater plurality is required by the express requirements of law or our amended and restated articles of incorporation, the affirmative vote of a majority of the shares of voting stock represented at a meeting of shareholders at which there shall be a quorum present shall be required to authorize all matters to be voted upon by our shareholders. According to our charter documents, holders of our Common Stock do not have preemptive rights and are not entitled to cumulative voting rights.  There are no conversion or redemption rights or sinking funds provided for our shareholders.  Shares of our Common Stock share ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion from funds legally available for distribution as dividends.  In the event of our liquidation, dissolution or winding up, the holders of our Common Stock are entitled to share pro rata all assets remaining after payment in full of all liabilities.  All of the outstanding shares of our Common Stock are fully paid and non-assessable.

All issued and outstanding shares of Common Stock are fully paid and nonassessable. Shares of our Common Stock that may be offered for resale, from time to time, under this prospectus will be fully paid and nonassessable.

Preferred StockAnti-Takeover Effects of Certain Provisions of Florida Law

As a Florida corporation, we are also subject to certain provisions of the FCBA that have anti-takeover effects and may inhibit a non-negotiated merger or other business combination. Our Articles of Incorporation and Bylaws also contain other provisions which could have anti-takeover effects. These provisions include, without limitation, the authority of our Board of Directors to issue additional shares of preferred stock and to fix the relative rights and preferences of the preferred stock without the need for any shareholder vote or approval, as discussed above, and advance notice procedures to be complied with by our shareholders in order to make shareholder proposals or nominate directors.

In addition, Florida law provides that the voting rights to be accorded “control shares,” as defined below, of a Florida corporation such as the Company that has (i) 100 or more shareholders, (ii) its principal place of business, its principal office or substantial assets in Florida and (iii) either more than 10% of its shareholders residing in Florida, more than 10% of its shares owned by Florida residents or 1,000 shareholders residing in Florida, must be approved by a majority of each class of voting securities of the corporation, excluding those shares held by interested persons, before the control shares will be granted any voting rights. “Control shares” are defined under Florida law as shares acquired by a person, either directly or indirectly, that when added to all other shares of the issuing corporation owned by that person, would entitle that person to exercise, either directly or indirectly, voting power within any of the following ranges: (i) 20% or more but less than 33% of all voting power of the corporation’s voting securities; (ii) 33% or more but less than a majority of all voting power of the corporation’s voting securities; or (iii) a majority or more of all of the voting power of the corporation’s voting securities. These provisions do not apply to shares acquired under, among other things, an agreement or plan of merger or share exchange effected in compliance with the relevant provisions of Florida law and to which the corporation is a party, or an acquisition of shares previously approved by the board of directors of the corporation.

Florida law also provides that, if any person who, together with such person’s affiliates and associates, beneficially owns 10% or more of any voting stock of a corporation (referred to as an “interested person”), is a party to any merger, consolidation, disposition of all or a substantial part of the assets of the corporation or a subsidiary of the corporation or other business combination requiring shareholder approval under Florida law, such transaction requires approval by the affirmative vote of the holders of two-thirds of the voting shares other than the shares beneficially owned by the interested person; provided, that such approval is not required if (i) a majority of the disinterested directors has approved the interested person transaction, (ii) the corporation has not had more than 300 shareholders of record at any time during the three years preceding the date of the transaction’s announcement, (iii) the interested person has been the beneficial owner of at least 80% of the corporation’s outstanding voting shares for at least five years preceding the date of the transaction’s announcement, (iv) the interested person is the beneficial owner of at least 90% of the outstanding voting shares of the corporation, exclusive of shares acquired directly from the corporation in a transaction not approved by a majority of the disinterested directors, (v) the corporation is an investment company registered under the Investment Company Act of 1940, or (vi) the consideration that holders of the stock of the corporation will receive in the transaction meets certain minimum levels determined by a formula under Florida law.

DESCRIPTION OF PREFERRED STOCK

As of the date of this prospectus, no shares of preferred stock had been issued or were outstanding. Our board of directors has the authority, without further action by our stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. The issuance of preferred stock by us could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control of our company or other corporate action.

We will file as an exhibit to the Registration Statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of any certificate of designation or amendment to our Certificate of Incorporation provides that describes the terms of any series of preferred stock we are offering before the issuance of that series of preferred stock. This description will include, but not be limited to, the following: (i) the title and stated value; (ii) the number of shares we are offering; (iii) the liquidation preference per share; (iv) the purchase price; (v) the dividend rate, period and payment date and method of calculation for dividends; (vi) whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; (vii) the provisions for a sinking fund, if any; (viii) the provisions for redemption or repurchase, if applicable, and any restrictions on our Board may by resolution, without further voteability to exercise those redemption and repurchase rights; (ix) whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price, or action byhow it will be calculated, and the stockholders, establish oneconversion period; (x) whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or more classeshow it will be calculated, and the exchange period; (xi) voting rights, if any, of the preferred stock; (x) preemptive rights, if any; (xi) restrictions on transfer, sale or other assignment, if any; (xii) a discussion of any material United States federal income tax considerations applicable to the preferred stock; (xiii) the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; (xiv) any limitations on the issuance of any class or series of preferred stock havingranking senior to or on a parity with the number of shares and relative voting rights, designation, dividend rates, liquidation, and other rights, preferences, and limitations as may be fixed by them without further stockholder approval. Once designated by our Board, each series of preferred stock will haveas to dividend rights and rights if we liquidate, dissolve or wind up our affairs and (xv) any other specific financial and other terms, that will be described in a prospectus supplement. The descriptionpreferences, rights or limitations of, or restrictions on, the preferred stock that is set forth in any prospectus supplement is not complete without reference to the documents that govern the preferred stock. These include our Certificate of Incorporation and any certificates of designation that the Board may adopt. Prior to the issuance of shares of each series of preferred stock, the Board is required by the Florida Business Corporations Act and the Articles of Incorporation, as amended, to adopt resolutions and file a certificate of designation with the Secretary of State of the State of Florida. The certificate of designation fixes for each class or series the designations, powers, preferences, rights, qualifications, limitations and restrictions, including, but not limited to, some or all of the following:

All shares of preferred stock offered hereby will, when issued, be fully paid and nonassessable, including shares of preferred stock issued upon the exercise of preferred stock warrants or subscription rights, if any.

Although our Board has no intention at the present time of doing so, it could authorize the issuance of a series of preferred stock that could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt.

DESCRIPTION OF DEBT SECURITIESWARRANTS

The following description,We may issue warrants for the purchase of Common Stock and/or preferred stock in one or more series. We may issue warrants independently or together with Common Stock and/or preferred stock and the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of the debt securities that wewarrants may offer under this prospectus.be attached to or separate from these securities. While the terms we have summarized below will apply generally to any future debt securitieswarrants that we may be offered under this prospectus,offer, we will describe the particular terms of any debt securities that may be offeredseries of warrants in more detail in the applicable prospectus supplement. If we indicate in a prospectus supplement, theThe terms of any debt securitieswarrants offered under thata prospectus supplement may differ from the terms we describedescribed below.

Senior notesWe will be issued under a senior indenture, and subordinated notes will be issued under a subordinated indenture. Each indenture for debt securities issued by us will be entered into between us and a trustee to be named in such indenture. Forms of the senior indenture and the subordinated indenture will be filedfile as exhibits to an amendment to the registration statementRegistration Statement of which this prospectus formsis a part. We usepart, or will incorporate by reference from reports that we file with the term “indentures” to refer to bothSEC, the senior indenture andform of warrant agreement, including a form of warrant certificate, that describes the subordinated indenture. The indentures will be qualified underterms of the Trust Indenture Actparticular series of 1939, orwarrants we are offering before the Trust Indenture Act. We useissuance of the term “trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable.

related series of warrants. The following summaries of material provisions of senior notes, subordinated notesthe warrants and the indentureswarrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the indenturewarrant agreement and warrant certificate applicable to athe particular series of debt securities. Except aswarrants that we may otherwise indicate,offer under this prospectus. We urge you to read the applicable prospectus supplements related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete warrant agreements and warrant certificates that contain the terms of the senior indenture and the subordinated indenture are identical.warrants.

General

If we decide to issue any senior notes or subordinated notes pursuant to this prospectus, weWe will describe in athe applicable prospectus supplement the terms of the series of notes, including the following:warrants being offered, including:

Conversion or Exchange Rights

We will set forth in the applicable prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable for common stock or other securities of ours. Any convertible debt securities that may be offered shall be convertible only into the common stock or preferred stock of the Company. We will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of shares of common stock or other securities of ours that theBefore exercising their warrants, holders of the series of debt securities receive would be subject to adjustment.

Consolidation, Merger or Sale

The indentureswarrants will not containhave any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of all or substantially all of our assets. However, any successor to or acquirer of such assets must assume all of our obligations under the indentures or the debt securities, as appropriate.

Events of Default Under the Indentures

The following are events of default under the indentures with respect to any series of debt securities that we may issue:

If an event of default with respect to debt securities of any series occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of, or premium, if any, on and accrued interest, if any, on the debt securities due and payable immediately.

If an event of default with respect to debt securities of any series occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding notes of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of, or premium, if any, on and accrued interest, if any, on the notes due and payable immediately.

The holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences, except uncured defaults or events of default regarding payment of principal, or premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default.

Subject to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the notes of that series,provided that:

A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies, if:

These limitations will not not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal of, or the premium, if any, or interest on, the debt securities.

We will periodically file statements with the trustee regarding our compliance with specified covenants in the indentures.

Modification of Indenture; Waiver

We and the trustee may change an indenture without the consent of any holders with respect to specific matters, including:

In addition, under the indentures, we and the trustee may change the rights of holders of a seriesthe securities purchasable upon such exercise, including in the case of debt securities withwarrants to purchase Common Stock or preferred stock, the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, we and the trustee may only make the following changes with the consent of each holder ofright to receive dividends, if any, outstanding debt securities affected:or payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.

DischargeExercise of Warrants

Each indenturewarrant will provideentitle the holder to purchase the securities that we can elect, under specified circumstances, to be discharged from our obligations with respect to one or more series of debt securities, except for obligations to:

In order to exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.

Form, Exchange and Transfer

We will issue the debt securities of each series only in fully registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement in denominations of $1,000 and any integral multiple thereof. The indentures will provideat the exercise price that we may issue notes of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company, New York, New York, or DTC, or another depository named by us and identified in a prospectus supplement with respect to that series. See “Legal Ownership of Securities” for a further description of the terms relating to any book-entry securities.

At the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.

Subject to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will not require any payment for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.

We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the notes of each series.

If we elect to redeem the debt securities of any series, we will not be required to:

Information Concerning the Trustee

The trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the trustee is under no obligation to exercise any of the powers given to it by the indentures at the request of any holder of notes unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.

Payment and Paying Agents

Unless we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest payment.

We will pay principal of and any premium and interest on the notes of a particular series at the office of the paying agents designated by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check which we will mail to the holder. We will name in the applicable prospectus supplement the paying agent9s0 that we initially designate for the notes of a particular series. We will maintain a paying agent in each place of payment for the notes of a particular series.

All money we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any notes which remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the security thereafter may look only to us for payment thereof.

Governing Law

The indentures and the notes will be governed by and construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act is applicable.

Subordination of Subordinated Notes

The subordinated debt securities will be unsecured and will be subordinate and junior in priority of payment to certain of our other indebtedness to the extent described in a prospectus supplement. The subordinated indenture will not limit the amount of subordinated debt securities that we may issue. It also will not limit us from issuing any other secured or unsecured debt.

DESCRIPTION OF WARRANTS

General

We may issue warrants to purchase shares of our common stock, preferred stock and/or debt securities in one or more series together with other securities or separately, as describeddescribe in the applicable prospectus supplement. Below is a description of certain general terms and provisionsHolders of the warrants that we may offer. Particular terms of the warrants will be described in the warrant agreements, to be filed by amendment to the registration statement of which this prospectus is a part, as applicable, and the prospectus supplement relating to the warrants.

The applicable prospectus supplement will contain, where applicable, the following terms of and other information relating to the warrants: 

DESCRIPTION OF RIGHTS

The following description, together with the additional information we may include in any applicable prospectus supplements, summarizes the material terms and provisions of the rights that we may offer under this prospectus and the related rights agent or subscription agent agreements and rights certificates. While the terms summarized below will apply generally to any rights that we may offer, we will describe the particular terms of any series of rights in more detail in the applicable prospectus supplement. If we indicate in the prospectus supplement, the terms of any rights offered under that prospectus supplement may. differ from the terms described below. Specific rights agent or subscription agent agreements will contain additional important terms and provisions and will be incorporated by reference as an exhibit to an amendment to the registration statement, of which this prospectus forms a part.

General

We may issue rights to purchase common stock, preferred stock, warrants or debt securities. The rights may or may not be transferable by the persons purchasing or receiving the rights. In connection with any rights issuance, we may enter into a standby underwriting or other arrangement with one or more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights issuance. Rights may be issued independently or together with any of our common stock, preferred stock, warrants and/or debt securities offered by a prospectus supplement, and may be attached to or separate from those offered securities. Each series of rights will be issued under a separate rights agent or subscription agent agreement to be entered into between us and a bank or trust company, as rights agent or subscription agent, as applicable, all as further set forth in the prospectus supplement relating to the particular issue of rights. The rights agent or subscription agent will act solely as our agent in connection with the rights and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights. A copy of the form of rights certificate representing a series of rights, will be filed with the SEC in connection with the offering of a particular series of rights.

Terms

The prospectus supplement relating to a particular issue of rights to purchase our common stock, preferred stock, warrants and/or debt securities will describe the terms of those rights, which may include, without limitation, one or more of the following:

Exercise of Rights

Each right would entitle the holder of the right to purchase at the exercise price set forth in the applicable prospectus supplement the number of shares of common stock, preferred stock, warrants and/or debt securities being offered. Holders may exercise rights at any time up to the close of businessspecified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised rightswarrants will become void.

Holders of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with specified information, and paying the required amount to the Company in immediately available funds, as provided in the applicable prospectus supplement. We will set forth in the warrant certificate and in the applicable prospectus supplement the information that the holder of the warrant will be void. Holders may exercise rights as described in the prospectus supplement relatingrequired to deliver to the rights being issued. Company for warrant exercise.

If lessfewer than all of the rights issued in any rights offeringwarrants represented by the warrant certificate are exercised, then we may offer any unsubscribed securities directly to persons other than our security holders, to or through agents, underwriters or dealers or throughwill issue a combinationnew warrant certificate for the remaining amount of such methods, including pursuant to standby arrangements, as describedwarrants. If we so indicate in the applicable prospectus supplement.

Until a holder exercisessupplement, holders of the rights to purchase shares of our common stock, preferred stock, warrants and/or debt securities, the holder will not have any rights as a holder of shares of our common stock, preferred stock, warrants and/or debtmay surrender securities as the case may be, by virtue of ownershipall or part of the rights.exercise price for warrants.

DESCRIPTION OF UNITS

The following description, together with the additional information we may include in any applicable prospectus supplements, summarizes the material terms and provisions of the units that we may offer under this prospectus. While the terms summarized below will apply generally to any units that we may offer, we will describe the particular terms of any series of rights in more detailAs specified in the applicable prospectus supplement.We will file by amendment to the registration statement of which this prospectus is a part or incorporate by reference from reports thatsupplement, we file with the SEC, the form of unit agreement that describes the terms of the series of units we are offering, and any supplemental agreements, before the issuance of the related series of units. If we indicate in the prospectus supplement, the terms of any units offered under that prospectus supplement may differ from the terms described below.

We may issue, in one more series, units consisting of one or more debt securities, shares of common stock, shares ofCommon Stock, preferred stock and/or warrants for the purchase of Common Stock and/or rights orpreferred stock in any combination of such securities under this prospectus.combination. The specific terms and conditions of the unitsapplicable prospectus supplement will be described in a supplement to this prospectus which may include, without limitation, one or more of the following:describe:

PLAN OF DISTRIBUTION

WeThe securities covered by this prospectus may sell ourbe offered and sold from time to time pursuant to one or more of the following methods:

Agents, underwriters or broker-dealers may be paid compensation for offering and selling the securities. That compensation may be in the form of discounts, concessions or commissions to be received from us, from the purchasers of the securities or from both us and the purchasers. Any underwriters, dealers, agents or other investors participating in the distribution of the securities may be deemed to be “underwriters,” as that term is defined in the Securities Act, and compensation and profits received by them on sale of the securities may be deemed to be underwriting commissions, as that term is defined in the rules promulgated under the Securities Act.

Each time securities are offered by this prospectus, the prospectus supplement, if required, will set forth:

The securities may be sold at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices relating to the prevailing market prices or at negotiated prices. The distribution of securities may be effected from time to time in one or more transactions, by means of one or more of the following transactions, which may include cross or block trades:

If underwriters are used in a sale, securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions. WeOur securities may sell our securitiesbe offered to orthe public either through agents, underwriters, dealers, remarketing firms or other third parties or directly tounderwriting syndicates represented by one or more purchasersmanaging underwriters or through a combination of any of these methods. In some cases, we and/directly by one or dealersmore firms acting with us or on behalf of us may also purchase our securities and reoffer them to the public. We may also offer and sell, or agree to deliver, our securities pursuant to, or in connection with, any option agreement or other contractual arrangement. The securities may or may not be listed on a national securities exchange.

Agents whom we designate may solicit offers to purchase our securities.

We may useas underwriters. If an underwriter or underwriters are used in the offersale of securities, an underwriting agreement will be executed with the underwriter or underwriters at the time an agreement for the sale is reached. This prospectus and the prospectus supplement will be used by the underwriters to resell the shares of our securities.

We may use a dealer to sell our securities.

We may solicit directly offers to purchase our securities, and we may directly sell our securities to institutionalIn compliance with the guidelines of the Financial Industry Regulatory Authority, or “FINRA,” the aggregate maximum discount, commission or agency fees or other investors. Weitems constituting underwriting compensation to be received by any FINRA member or independent broker-dealer will describenot exceed 8% of the terms of direct sales in theoffering proceeds from any offering pursuant to this prospectus and any applicable prospectus supplement.

We may engageIf 5% or more of the net proceeds of any offering of our securities made under this prospectus will be received by a FINRA member participating in at-the-market offerings into an existing trading marketthe offering or affiliates or associated persons of such FINRA member, the offering will be conducted in accordance with FINRA Rule 415(a)(4) of the Securities Act.5121.

WeTo comply with the securities laws of certain states, if applicable, the securities offered by this prospectus will indemnify agents, underwritersbe offered and dealers against certain liabilities, including liabilities under the Securities Act. sold in those states only through registered or licensed brokers or dealers.

Agents, underwriters and dealers may be entitled under agreements entered into with us to indemnification by us against specified liabilities, including liabilities incurred under the Securities Act, or to contribution by us to payments they may be required to make in respect of such liabilities. The prospectus supplement will describe the terms and conditions of such indemnification or contribution. Some of the agents, underwriters or dealers, or their respective affiliates may be customers of, engage in transactions with or perform services for us or our respective affiliates in the ordinary course of business. We will describe in the prospectus supplement naming the underwriter the nature of any such relationship.

We may authorize agents and underwriters to solicit offers by certain institutions to purchase our securities the public offering price under delayed delivery contracts.

Unless otherwise specified in connection with a particular underwritten offering of our securities, the underwriters will not be obligated to purchase offered securities unless specified conditions are satisfied, and if the underwriters do purchase any offered securities, they will purchase all offered securities.

In connection with underwritten offerings of the offered securities and in accordance with applicable law and industry practice, the underwriters in certain circumstances are permitted to engage in certain transactions that stabilize the price of our securities. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of our securities. If the underwriters create a short position in our securities in connection with the offering (i.e., if they sell more securities than are set forth on the cover page of the applicable prospectus supplement), the underwriters may reduce that short position by purchasing our securities in the open market or as otherwise provided in the applicable prospectus supplement. The underwriters may also impose a penalty bid, whereby selling concessions allowed to dealersCertain persons participating in the offering may be reclaimed ifengage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the securities sold by them are repurchased in connection with stabilization transactions. In general, purchasesExchange Act. We make no representation or prediction as to the direction or magnitude of a security for the purpose of stabilization or to reduce a short position could causeany effect that such transactions may have on the price of the security to be higher than it might be in the absence of such purchases. The imposition ofsecurities. For a penalty bid might also have an effect on the price of our securities to the extent that it were to discourage resales of our securities. The underwriters are not required to engage in these activities and may end anydescription of these activities, at any time.

We may effect sales of securities in connection with forward sale, option or other types of agreements with third parties. Any distribution of securities pursuant to any forward sale agreement may be effected from time to time in one or more transactions that may take place through a stock exchange, including block trades or ordinary broker’s transactions, or through broker-dealers acting either as principal or agent, or through privately-negotiated transactions, or through an underwritten public offering, or through a combination of any such methods of sale, at market prices prevailing atsee the time of sale, prices relating to such prevailing market prices or at negotiated or fixed prices.

The specific terms ofinformation under the lock-up provisions, if any, in respect of any given offering will be describedheading “Underwriting” in the applicable prospectus supplement.

INTERESTS OF NAMED EXPERTS AND COUNSELLEGAL MATTERS

The validity of the securities offered in this prospectus will be passed upon for us by Garvey Schubert Barer, P.C.

EXPERTS

Our consolidated financial statements of SkyPeople Fruit Juice, Inc. appearing in SkyPeople Fruit Juice, Inc.'sour Annual Report (Form 10-K)on Form 10-K for the yearyears ended December 31, 20142017 and 2016 have been audited by Armanino LLP.Wang Certified Public Accountant, P.C.,an independent registered public accounting firm, as set forth in their report, thereon,and are included therein, and incorporated herein by reference. The consolidated financial statements of SkyPeople Fruit Juice, Inc. appearing in SkyPeople Fruit Juice, Inc.'s Annual Report (Form 10-K) for the year ended December 31, 2013 have been audited by Paritz & Company, P.A., an independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance uponon such report given on the authority of such firmssaid firm as experts in accountingauditing and auditing.

CKR Law LLP has provided an opinion on the validity of the securities being offered pursuant to this prospectus.

No expert named in the registration statement of which this prospectus forms a part as having prepared or certified any part thereof (or is named as having prepared or certified a report or valuation for use in connection with such registration statement) or counsel named in this prospectus as having given an opinion upon the validity of the securities being offered pursuant to this prospectus or upon other legal matters in connection with the registration or offering such securities was employed for such purpose on a contingency basis. Also at the time of such preparation, certification or opinion or at any time thereafter, through the date of effectiveness of such registration statement or that part of such registration statement to which such preparation, certification or opinion relates, no such person had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in our company or any of its parents or subsidiaries. Nor was any such person connected with our company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.accounting.

INCORPORATION OF CERTAIN INFORMATIONDOCUMENTS BY REFERENCE

We are incorporatingThe SEC allows us to “incorporate by reference specified documents thatreference” the information we file with the SEC, whichthem into this prospectus. This means that we can disclose important information about us and our financial condition to you by referring you to those documents that areanother document filed separately with the SEC instead of having to repeat the information in this prospectus. The information incorporated by reference is considered to be part of this prospectus. We incorporate by reference into this prospectus the documents listed below and any documentslater information that we subsequently file with the SEC pursuant to Sectionwill automatically update and supersede this information. This prospectus incorporates by reference any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, between the date of the initial registration statement and prior to effectiveness of the termination of this offering; provided, however,registration statement and the documents listed below that we are not incorporating any information furnished but nothave previously filed under Item 2.02 or Item 7.01 of a Current Report on Form 8-K:with the SEC:

All reports and otherWe also incorporate by reference all documents subsequently filed by usthat we file with the SEC on or after the effective time of this prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the filingsale of a post-effective amendment which indicates that all the securities offered hereby have been soldregistered hereunder or which deregisters all securities then remaining unsold,the termination of the registration statement. Nothing in this prospectus shall be deemed to be incorporated by reference herein and to be a part hereof fromincorporate information furnished but not filed with the date of the filing of such reports and documents. SEC.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference intoin this prospectus willshall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in thisthe applicable prospectus supplement or in any other subsequently filed document thatwhich also is or is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded willshall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

Any person, including any beneficial owner, to whom this prospectus is delivered may request copies of this prospectus and any of the documents incorporated by reference in this prospectus, without charge, by written or oral request directed to SkyPeople Fruit Juice,Future FinTech Group Inc., Attention: Investor Relations Department, 16F, China23F, National Development Bank Tower No. 2, Gaoxin 1st Road, Xi’an, PRC 710075, telephone 86-29-88377161(86-29) 8837-7216, or from the SEC through the SEC’s website at the web address provided below.

Statements contained in this prospectus as to the contents of any contract or other documents are not necessarily complete, and in each instance you are referred to the copy of the contract or other document filed as an exhibit to the registration statement or incorporated herein, each such statement being qualified in all respects by such reference and the exhibits and schedules thereto.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement on Form S-3 that we filed with the SEC registering the securities that may be offered and sold hereunder. The registration statement, including exhibits thereto, contains additional relevant information about us and these securities that, as permitted by the rules and regulations of the SEC, we have not included in this prospectus. A copy of the Registration Statement can be obtained at the address set forth below or at the SEC’s website as noted below. You should read the registration statement, including any applicable prospectus supplement, for further information about us and these securities.

We file annual, and quarterly reports,and current reports, on Form 8-Kproxy statements and proxy statementsother information with the SEC. TheOur SEC filings are available to the public over the Internet at the SEC's website at http:/www.sec.gov. You may also read and copy any materialsdocument we file with the SEC at the SEC's Public Reference Room atpublic reference room, 100 F Street, N.E., Washington, DCD.C. 20549. The public may obtainPlease call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room by callingpublic reference room. Because our Common Stock is listed on the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that containsNASDAQ Global Market, you may also inspect reports, proxy and information statements and other information regarding issuers that file electronically withat the SEC.

We have filed a registration statement on Form S-3 with the SEC for the securities we are offering by this Prospectus. This Prospectus does not include alloffices of the information contained in the registration statement. You should refer to the registration statement and its exhibits for additional information.NASDAQ Global Market. 

$100,000,000

Common Stock

Preferred Stock

Debt Securities

Warrants

Rights

Units

SkyPeople Fruit Juice, Inc.

PROSPECTUS

August __, 2015

PART II: II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth theall expenses payable by us in connection with the issuance and distributionoffering of theour securities being registered hereunder.hereby. All of the amounts shown are estimates except for the Securities and Exchange CommissionSEC registration fees.fee.