SecProbe.io

July 27, 2011

Via E-mail

Ms. Tawny Lam President Nova Lifestyle, Inc. 6541 East Washington Blvd. Commerce, CA 90040
Re: Nova Lifestyle, Inc.
 Current Report on Form 8-K  Filed June 30, 2011
File No. 333-163019

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

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Form 8-K filed on June 30, 2011

General
1. Please amend your Form 8-K to address the comments below.
2. Please provide the disclosure  required by Item 14 of Form 10, Changes in and
Disagreements with Accountants on Accounti ng and Financial Disclosure, relating to
your dismissal of Kyle L. Tingle, LLC, on July 13, 2010.  You may identify the Form 8-
K in which the required disclosu re is included instead of incl uding separate disclosure in
this filing.  See  Item 2.01(f) of Form 8-K.

Ms. Tawny Lam Nova Lifestyle, Inc. July 27, 2011 Page 2

 Item 1.01 Entry into a Material Definitive Agreement

3. Please revise your disclosure to name all of the parties to the Share Exchange Agreement
and Plan of Reorganization, in cluding the shareholders of  Nova Furniture Holdings
Limited and St. Joyal and the number of sh ares received by each shareholder.  See  Item
1.01(a)(1) of Form 8-K.
 Item 2.01 Completion of Acquisition or Disposition of Assets

 Our Company, page 4

4. We note your disclosure that you are a “ma nufacturer of choice for leading global
furniture distributors and large national retail ers.”  Please disclose the standard you used
to determine that such distri butors were “leading global fu rniture distributors” and how
you determined that you were a “manufacturer of choice” for such distributors.  Please revise your disclosu re accordingly.

Our History, page 4

5. We note your disclosure that St. Joyal is committed pursuant to a shareholder agreement
to pay $2.4 million by January 1, 2014 for its 18.75% equity interest in Nova Furniture,
and that pursuant to such agreement, it ha s agreed to help you expand into the U.S.
market by establishing show rooms, a logistic  center, sales team and a sales network.
Please revise your disclosure to discuss wh ether (1) St. Joyal has paid any of the $2.4
million to Nova Furniture, and if so, the tota l amount paid to date; and (2) St. Joyal was
considered the beneficial owner of such shares  of Nova Furniture prior to its payment of
the $2.4 million, and how such shares were treated in connection with the Share Exchange Agreement.

6. Please revise your structure chart on page five to show the percentage  holdings of each of
Nova Holdings and St. Joyal.

Our Products, page 5

7. We note your use of various industry statistics  on pages seven and nine.  Please tell us
whether the sources you cite are available to the public for no or nominal fee.  If the
reports are not publicly available or if you commissioned the report please either file
consents or explain to us w hy you are not required to do so under Rule 436 of Regulation
C and Section 7 of the Securitie s Act.  To expedite our review, please provide us with
copies of each source, clearly marked to highlig ht the portion or secti on that contains this
information and cross-reference it to th e appropriate location in your filing.

Ms. Tawny Lam Nova Lifestyle, Inc. July 27, 2011 Page 3

 8. We note your disclosure on page seven that you r sales to consumers in China have been
small compared to sales to the U.S. and international markets.  Please provide the
percentage of your sales to each market in this section.

9. We note that you anticipate launching the Mi ng Ma, ISOFA and Wo Zhi Bao collections
in 2011.  Please revise your disclosure to sp ecify when this year you anticipate launching
such collections, and whether you already have  commitments from customers to purchase
such products.

10. We note your disclosure on page 10 regarding yo ur relationship with St. Joyal.  Please
revise your disclosure to explain your relationship with St . Joyal, including its investment
in your company.  Please also provide addi tional disclosure regarding St. Joyal’s
“investment and development relationships,” an d disclose how St. Joyal plans to help you
expand into the U.S. market, including a summ ary of any services provided by St. Joyal
to date.
 Production, page 11

11. We note that you plan to expand your facili ties and production cap acity in 2012.  Please
provide additional disclosure regarding such expansion, including the scope of such
expansion, the estimated increase in your  production capacity and how you plan to
finance such expansion.  We note your similar disclosure on page 35.

Customers, page 12

12. Please file any written agreements with Actona Company A/S and Dongguan Metals and
Minerals Import and Export Company as exhibi ts to the Form 8-K, or explain why you
are not required to do so.  See  Item 601(b)(10)(ii)(B ) of Regulation S-K.

13. Please provide the geographic breakdown of sales to your customers as required by Item
101(d) of Regulation S-K.

Properties, page 17

14. Please file the leases you reference in this sect ion as exhibits to the Form 8-K, or explain
why you are not required to do so.  See  Item 601(b)(10)(ii)(D) of Regulation S-K.

15. Please disclose the location of the Nova Museum.  See  Item 102 of Regulation S-K.

Ms. Tawny Lam Nova Lifestyle, Inc. July 27, 2011 Page 4

 Risk Factors, page 17

 General

16. We note that some of your risk factor subh eadings merely state facts about your business
rather than describing the particular  risk that is being discussed:

 We may not be able to keep pace with competition in our industry, page 19;

 We face risks associated with managing operations in China, page 21;

 We may experience material disruptions  to our manufacturing operations, page
21;

 Our bank accounts in China are not insured or protected against loss, page 22; and

 China’s economic policies could a ffect our business, page 26.

These are just examples.  Please revise your ri sk factor subheadings to ensure that they
reflect the risk you describe in the text and disclose how this  risk relates specifically to
your business.

17.  Descriptions of risks that describe circ umstances that could apply equally to other
businesses that are similarly situated are gene ric risks that should not  be included in your
risk factor section. Please eith er eliminate these generic risk s, or revise them to state
specific material risks to your company. For example, we note that the following risk
factors appear to contain generic disclosures:
 Changes in economic conditions could a dversely affect demand . . ., page 17;

 We may need additional capital to execu te our business plan . . ., page 20;

 China’s economic policies could a ffect our business, page 26;

 The PRC government has introduced certain  policy and regulatory measures to
control the rapid increase in hous ing prices . . . , page 26;

 If relations between the U.S. and China worse . . ., page 27;

 The nature and application of ma ny laws in China . . ., page 27;

 Tax laws and regulations in China are subj ect to substantial revision . . ., page 30.

These are just examples.  Please review your risk factors and revise accordingly.

Ms. Tawny Lam Nova Lifestyle, Inc. July 27, 2011 Page 5

18. Please add a risk factor disc losing the material risks, if  any, relating to the State
Intellectual Property Office of the PRC’s pe nding approval of the intellectual property
ownership transfer from Mr. Wong to Nova Dongguan.
 Our accounts receivable remain outstanding . . ., page 21

19. Please disclose the total amount of accounts receivable, including a breakdown of the
number of days past due for such accounts.  In particular, we note the data you provide
on page 43.

We may not be able to obtain regulator y approval for our products . . ., page 22

20. Please disclose whether there are any regulator y approvals that are currently pending or
that you still need to obtain to conduct your business.

If we fail to satisfy our additio nal capital contribution requirements to Nova Dongguan . . ., page
29

21. We note that you are required to contribute $9.1 million as a capital contribution to Nova
Dongguan by November 2011.  Please prominentl y disclose this requirement in your
Business section.  Please disclose how you anticipate funding such requirement,
including any specific financi ng activities you anticipate und ertaking.  Further, please
disclose in both the risk factor subheading and your Business section the impact of failing
to make such capital contribution, includi ng an estimate of any penalty you may be
required to pay, and the fact that your bus iness license may be revoked.  We note your
related disclosure on page 44.
 Future sales of shares of our  common stock . . ., page 32

22. We note your statement that the lockup period fo r certain shareholders  is generally three
years from the date the company becomes lis ted on a national securities exchange.  We
note that this period appears to be substant ially longer than many of the typical lockup
periods.  Please advise as to how you determin ed that the general lo ckup period is three
years, including whether you plan to impose such a lockup period following any listing
on a national securities exchange.
 Provisions in our Amended and Re stated Bylaws could make it very difficult for you to bring
any legal actions . . ., page 34

23. We note your disclosure that your director s and officers will have no liability for
breaches of their fiduciary duty of care as a director or officer, except in limited
circumstances.  Please revise your disclosure to discuss whet her this is co nsistent with
Nevada law.

Ms. Tawny Lam Nova Lifestyle, Inc. July 27, 2011 Page 6

Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
34
 General

24. Please provide a discussion of the business reasons for changes in the various line items,
and in cases where there is more than one business reason for the change, please quantify
the incremental impact of each individual bus iness reason on the overall change in the
line item.  For example, on page 40, you note th at a number of factors contributed to the
loss in net sales, such as Chinese New Year, changes in your sales and marketing
strategy, and cancellation of cer tain contracts, but you do not quantify the effects of these
various factors.  Similarly, on page 41, you note that the increase in net sales was
primarily due to sales to your franchise ne twork, however you do not disclose the other
business reasons for the 33% increase in sa les or whether there were any offsetting
amounts.   See  Item 303 of Regulation S-K and SEC Release No. 33-8350.
 Results of Operations: Comparison of Three Months Ended March 31, 2011 and 2010, page 39

 Net Sales, page 40

25. Please revise to expand your discussion of the su bstantial drop in sales in the first quarter
to fully address the underlying reason s for the change.  For example:

 Quantify the impact from each of the different reasons given.

 Explain how the Chinese New Year vacati on in the current period differed from
the first quarter of 2010.

 Provide more analysis of how the vacati on impacted the quantities sold, including
how you managed your inventory to antic ipate the vacation, whether pent up
demand resulted in an increase in sales following the vacation, the reasons inventory increased overall in  the first quarter, etc.

 Provide specific, detailed information of th e canceled contracts to give an investor
a clear understanding of the potential and expected impact to future operations.

Gross profit, page 42

26. You disclose on page 42 that you expect gros s margin to increase in  future periods, in
part, because more of the increased raw materials costs will be passed through to
customers.  Please provide a discussion of how you plan to pass raw material increases to
customers.

Ms. Tawny Lam Nova Lifestyle, Inc. July 27, 2011 Page 7

 Liquidity and Capital Resources, page 42

27. Please describe your material commitments for capital expenditures as of the end of the
latest fiscal period, and i ndicate the general purpose of such commitments and the
anticipated source of funds needed to fulfill such commitments.  See  Item 303(a)(2)(i) of
Regulation S-K.
28. Please elaborate on your internal and external sources of liquidity, and your ability to
generate adequate cash to meet your needs for cash, both on a short–term and long-term
basis.

29. You disclose in the risk fact or section on page 29 that you are required to contribute $9.1
million as additional contribution of capital to Nova Dongguan by November 2011.  You disclose on page 44 that you plan to fund the remaining registered capital requirement of
Nova Dongguan through fina ncing activities.  Paragr aph (A)(1) of Item 303 of
Regulation S-K requires that you id entify any known events that will result in or that are
reasonably likely to result in your liquidity in creasing or decreasing in  any material way.
Please revise your filing to fully describe  the financing activities (i.e. bank loan,
public/private equity/debt offering, etc.) so that  an investor can assess the future impact
to your operations and liquidity as a result  of your intended financing activities.

You further disclose on page 29 that if you are unable to fund the remaining $9.1 million in additional contribution of capital by November 16, 2011, you may apply to the
relevant PRC government agencies for an exte nsion or reduction of th e registered capital
requirement and if the shareholders are unable to complete the capital contribution within
the grace period, the foreign- invested enterprise may a pply to the relevant PRC
government agencies for a reduction of the regi stered capital requirement.   Please revise
your liquidity analysis to disclose that if the reduction of the registered capital
requirement is not approved and the capital contribution remains incomplete, the foreign-
invested enterprise may be required to pa y a penalty and its bu siness license may be
revoked by the PRC government and quantify such  penalties.  Your disclosure should
also disclose any other known consequen ces of failing to fund the $9.1 million.

Please revise your liquidity analysis to disclo se that until the above contribution of capital
is satisfied, the foreign-invest ed enterprise is not allowed to repatriate profits to its
shareholders, unless otherwise approved by the SAFE and if you fail to satisfy your
additional capital contribution requirements, you may not be able to repatriate profits or
dividends.  Your disclosure should also address the impact to your operations and
liquidity as it relates to this matter.

Please review all obligations and amend your di sclosure as applicable  to provide a robust
discussion of key obligations that will have a material impact to your current and future
operations and liquidity.  Refer to Sections  501.03, .04 and .13 of the Financial Reporting
Codification for guidance.

Ms. Tawny Lam Nova Lifestyle, Inc. July 27, 2011 Page 8

 30. Accounts receivable is 63% of total assets as of March 31, 2011, and, compared to the
reduced level of sales in the first quarter, represents approximately 111 days of sales, a
substantial increase from prior periods.  Pleas e revise to provide a robust discussion of
the underlying reasons for this change.  This d