SEC Comment Letter for XMax Inc. (XMAX) (CIK 0001473334) (XMAX) — Oct 10, 2012
XMax Inc. (XMAX) (CIK 0001473334)
Date: Oct. 10, 2012 · CIK: 0001473334 · Accession: 0000000000-12-055947
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-180496
Referenced dates: April 27, 2012, September 17, 2012
Letter
October 10 , 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 registration statement s and your response letter dated September 17, 2012 to those issues we have addressed in our comments.
General
1. Please provide updated financial statements and related disclosures to the extent required by Rule 8 -08 of Regulation S -X.
2. Please file update d auditor consent s.
Selling Shareholders, pages 59 and 60
3. We note your response to comment one in our letter dated April 27, 2012, and we reissue the comment. Please amend your registration statement s to disclose the extent to which MD Witter Investments LLC, Witter Global Opportunity Fund or New York Global Group have or share dispositive and/or voting cont rol over any of the shares registered for resale. We note that items in the recent press suggest that these companies may be acting together to invest in Chinese companies. If other affiliates of these companies have or share dispositive or voting control over the shares, please disclose this as well. Please also note that where an entity, such as Witter Global Opportunities , Ltd., is identified as a selling shareholder, the registration statement must include disclosure of the persons who have voting or investment control over the company’s securities that the entity owns. The term “security holders” in Item 507 means benef icial holders, not nominee holders or other holders of record. See Questions 140.1 and 140.02 of the
Thanh H. Lam Nova Lifestyle, Inc. October 10 , 2012 Page 2
Regulation S -K Compliance & Disclosure Interpretations. Therefore, your revised disclosure should identify one or more individuals who have or share vo ting or investment control over shares held by any entity. Please also confirm that the selling shareholder table in both registration statements identifies all of the persons or entities that have or share dispositive and/or voting control over any share s registered for resale.
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
Show Raw Text
October 10 , 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 registration statement s and your response letter dated September 17, 2012 to those issues we have addressed in our comments. General 1. Please provide updated financial statements and related disclosures to the extent required by Rule 8 -08 of Regulation S -X. 2. Please file update d auditor consent s. Selling Shareholders, pages 59 and 60 3. We note your response to comment one in our letter dated April 27, 2012, and we reissue the comment. Please amend your registration statement s to disclose the extent to which MD Witter Investments LLC, Witter Global Opportunity Fund or New York Global Group have or share dispositive and/or voting cont rol over any of the shares registered for resale. We note that items in the recent press suggest that these companies may be acting together to invest in Chinese companies. If other affiliates of these companies have or share dispositive or voting control over the shares, please disclose this as well. Please also note that where an entity, such as Witter Global Opportunities , Ltd., is identified as a selling shareholder, the registration statement must include disclosure of the persons who have voting or investment control over the company’s securities that the entity owns. The term “security holders” in Item 507 means benef icial holders, not nominee holders or other holders of record. See Questions 140.1 and 140.02 of the Thanh H. Lam Nova Lifestyle, Inc. October 10 , 2012 Page 2 Regulation S -K Compliance & Disclosure Interpretations. Therefore, your revised disclosure should identify one or more individuals who have or share vo ting or investment control over shares held by any entity. Please also confirm that the selling shareholder table in both registration statements identifies all of the persons or entities that have or share dispositive and/or voting control over any share s registered for resale. 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.