SecProbe.io

September 12 , 2014

Via E -mail
Mr. Yuen Ching Ho
Chief Financial  Officer
Nova LifeStyle, Inc.
6565 E. Washington Blvd.
Commerce, CA  90040

Re: Nova LifeStyle,  Inc.
  Form 10 -K
Filed March 31,  2014
File No. 1-36259

Dear Mr. Ho:

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 advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate , please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the ye ar ended December 31, 2013

Management’s Discussion and Analysis, page 35

1. You state on page 36 that Ding Nuo  was established “mainly for engaging in business
with IKEA.” Please tell us and revise future filings to the extent material to describe the
relationship with IKEA and to disclose the terms of any material agreements with them.
Tell us whether you have re cognized revenues from IKEA for the periods presented.

2. In the discussion of sales to China on page 39, you state that “We expect this trend to
reverse itself in the near future.” However, based on the surrounding disclosures, it is not
clear to what trend  you are referring. We note the same sentence included in the first and
second quarter of 2014 Forms 10 -Q. Please explain and revise future filings accordingly.

Mr. Yuen Ching Ho
Nova LifeStyle , Inc.
September 12 , 2014
Page 2

 Critical Accounting Policies, page 37

3. Please revise your disclosure in future filings to disc lose whether your sales policy allows
for the return of your products. If so, disclose how such returns are accounted for and
quantify sales returns for the periods presented or otherwise disclose whether such returns
have historically been material.

Liqu idity and Capital Resources, page 41

4. We note accounts receivable, net is your biggest asset in all periods and that the change
in this balance has a significant impact on operating cash flows. Therefore, p lease revise
future filings, beginning with your S eptember 30, 2014 Form 10 -Q, to quantify accounts
receivable turnover, days sales outstanding and inventory turnover, as you have done in
the risk factor on page 19, within the discussion of operating cash flows. Explain
significant variances in each of th ese measures.

5. Please revise future filings to quantify the amount available for borrowing on each of
your existing lines of credit as of the balance sheet date, without violating any of the
related covenants. Refer to Section 501.03 of the Financial Reporting Codification.

Controls and Procedures, page 44

6. Please identify the framework used by management to evaluate the effectiveness of the
registrant's internal control over financial reporting. Refer to Item 308(a)(2) of
Regulation S -K. Please confi rm to us that management has concluded that internal
control over financial reporting as of December 31, 2013 was not effective. Refer to Item
308(a)(3) of Regulation S -K. Please ensure that future filings follow all the requirements
in this Item.

7. Please  tell us who prepares your US GAAP financial statements  and describe the US
GAAP training and experience of this person. In this regard, you may describe : i) the
relevant education and ongoing training he or she has had relating to U.S. GAAP; ii) the
natur e of his or her contractual or other relationship to you; iii) w hether he or she holds
and maintains any professional designations such as Certified Public Accountant (U.S.)
or Certified Management Accountant; and  iv) his or her professional experience,
including experience in preparing and/or auditing financial statements prepared in
accordance with U.S. GAAP and evaluating effectiveness of internal control over
financial reporting.

8. Please tell us how  you followed the guidance in Rule  2-01(c)(4)  of Regul ation S -X.
Please identify the “U.S. accounting firm” referenced in the risk factor on page 23 and
describe for us the specific nature of those services.

Mr. Yuen Ching Ho
Nova LifeStyle , Inc.
September 12 , 2014
Page 3

 9. Please tell us how you considered the disclosure requirement in Item 14(6) of the Form
10-K.

Note 11  – Income Taxes and Other Taxes (Receivable) Payable, page F -22

10. We note that “ASC 740 -10 Uncertain Tax Position” had a material impact on your tax
rate reconciliation provided on page F -23. We note from page F -13 that the “significant
uncertain tax positi on arose from the transfer pricing between Nova Dongguan and Nova
Macao, wherein the Company determined that the gross profit generated by Nova
Dongguan from sales to Nova Macao was materially different from profits generated
from sales to third parties.” Please explain how the amounts included in the table on page
F-14 are reflected in the reconciliation on page F -23. Please explain whether internal
gross profits were greater or less than third party profits and for how long you have
determined this issue has been occurring.

Form 10 -Q for the period ended June 30, 2014

Note 15 – Stockholders’ Equity, page 18

11. We note the Series A, Series B, Series C and Placement Agent Warrants issued in
connection with the April 14, 2014 Securities Purchase Agreement. Pl ease provide us
with your analysis pursuant to ASC 815 -40-25 for classifying these warrants as liabilities.
In this regard, it appears that the warrants require physical settlement and that the
settlement provision that adjusts the strike price if new equi ty is issued at a later date
below the strike price is within the Company’s control.

Liquidity and Capital Resources, page 30

12. We note that of gross accounts receivable at June 30, 2014, March 31, 2014 and
December 31, 2013, the amount with aging within 90 days was 27%, 38% and 80%,
respectively, as of those dates. Please explain to us the significant deterioration in aging
subseq uent to December 31, 2013 and clarify whether there were any changes in credit
terms or revenue  recognition policies during the se periods . Explain how you determined
that your allowance for doubtful accounts was adequate at each of the above dates.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

Mr. Yuen Ching Ho
Nova LifeStyle , Inc.
September 12 , 2014
Page 4

  the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect t o the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jenn Do at (202) 551-3743 , Al Pavot  at (20 2) 551 -3738, or me at (202)
551-3355  if you have questions regarding comments on the financial statements and related
matters.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief