SEC Comment Letter for XMax Inc. (XMAX) (CIK 0001473334) (XMAX) — Apr 27, 2012
XMax Inc. (XMAX) (CIK 0001473334)
Date: April 27, 2012 · CIK: 0001473334 · Accession: 0000000000-12-021873
AI Filing Summary & Sentiment
File numbers found in text: 333-177353, 333-180496
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April 27, 2012 Via E-Mail Thanh H. Lam President Nova Lifestyle, Inc. 6541 E. Washington Blvd. Commerce, California 90040 Re: Nova Lifestyle, Inc. Registration Statement on Form S-1 Filed March 30, 2012 File No. 333-180496 Post-Effective Amendment No. 1 to Form S-1 Filed March 30, 2012 File No. 333-177353 Dear Ms. Lam: We have limited our review of your registra tion statement to those issues we have addressed in our comment. Please respond to this letter by amending your registration statement and providing the requested information. Where you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your re gistration statement and the information you provide in response to our comment, we may have additional comments. Selling Shareholders, pages 59 and 60 1. We note items in the recent press suggesti ng that MD Witter Investments LLC, Witter Global Opportunity Fund and New York Globa l Group appear to be acting together to invest in Chinese companies. Please disclose the extent to which these entities have or share dispositive and/or voting control over any of the shares registered for resale. We note that Witter Global Opportuniti es, Ltd. is listed as a sel ling shareholder in the Post Effective Amendment Number 1 to Form S-1 (333-177353) filed on March 30, 2012. Please also confirm to us that the selling sh areholder table in both registration statements identifies all of the persons or entities that have or share dispositive and/or voting control over any shares registered for resale. We ma y have additional comments after our review of your response. Thanh H. Lam Nova Lifestyle, Inc. April 27, 2012 Page 2 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filings to be certain that the filings in clude the information the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disc losure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please pr ovide a written statement from the company acknowledging that: should the Commission or the staff, acting purs uant to delegated authority, declare the filing effective, it does not foreclose the Co mmission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments a nd the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding re quests for acceleration. We will consider a written request for acceleration of the effective date of the regi stration statement as confirmation of the fact that those reques ting acceleration are aware of thei r respective responsibilities under the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed public offering of the securities specified in th e above registration stat ement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 or, in her absence, me at (202) 551-3760 with any questions. Sincerely, /s/ Pamela Long Pamela Long Assistant Director cc: Via E-Mail Thomas Wardell, Esq.