SecProbe.io

November 19, 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 response dated November 6 , 2014, a nd have the following
comments.

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 circumstances  or do not
believe an amendment is appropriate , please tell us why in your respons e.

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

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

Note 15 – Stockholders’ Equity, page 18

1. We have read your response to comment 2 in our letter dated October 20, 2014.
Regardless of your determination that the warrant instruments are not considered indexed
to your own common stock, you have told us that your “warrant instruments are
considered to be physical settlement” even though you state the exercise of these
warrants “may be accomplished through delivery in cash  an amount equal to the number
of shares the warrant is being exercised for multiplied by the exercise price” (emphasis
added). Ple ase confirm to us that the warrants give the counterparty a choice of net cash
settlement or settlement in shares, as indicated by ASC 815 -40-25-4a.2.

Mr. Yuen Ching Ho
Nova LifeStyle , Inc.
November 19, 2014
Page 2

 Management’s Discussion and Analysis, page 23

Results of Operations, page 27

2. We note your disclosure  on page 12 that the adjustment to fair value of the derivative
liability is the amount of total gains or losses for the period attributable to the change in
unrealized gains or losses relating to liabilities held at the reporting date. In MD&A in
future f ilings please explain these gains and losses by identifying the primary factors that
caused material changes in the fair value of the liability in each period presented. If a
material increase in your stock price can reasonably be expected to cause materia l fair
value adjustment losses then that fact should be disclosed so investors are made aware of
the adverse impact on your operating results.

Liquidity and Capital Resources, page 30

3. In future filings please quantify how much of the $28.3 million gross receivables balance
at December 31, 2013 has been collected in cash subsequent to that date. In light of any
material uncollected accounts, please provide us your analysis regarding the adequacy of
the allowance for doubtful accounts.

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