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SEC Comment Letter for XMax Inc. (XMAX) (CIK 0001473334) (XMAX) — Jul 28, 2015

XMax Inc. (XMAX) (CIK 0001473334)
Date: July 28, 2015 · CIK: 0001473334 · Accession: 0000000000-15-038864

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
July 28, 2015
Author
President
Form
UPLOAD
Company
XMax Inc. (XMAX) (CIK 0001473334)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -4631 DIVISION OF CORPORATION FINANCE July 28 , 2015 Via E-Mail Mr. Thanh H. Lam President Nova Lifestyle, Inc. 6565 East Washington Boulevard Commerce, CA 90040

Re: Nova Lifestyle, Inc. Registration Statement on Form S -3 Filed July 21 , 201 5 File No. 333 -205768

Dear Mr. Lam:

This is to advise you that we have not reviewed, and will not review, the registration statement.

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 that 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 disclosure, they are responsible for the accuracy and adequacy of the disclosures that they have made.

If you request acceleration of the effective date of the pending registratio n statement , please provide a written statement from the company acknowledging that :

 Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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.

Mr. Thanh H. Lam Nova Lifestyle, Inc. July 28 , 201 5 Page 2

 The company may not assert staff comments and 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 requests for acceleration. We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of thei r respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities.

You may contact Edward M. Kelly, Special Counsel, at (202) 551 -3728 with any questions .

Very truly yours,
/s/ Pamela A. Long

Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631
       DIVISION OF
CORPORATION FINANCE

        July 28 , 2015

Via E-Mail
Mr. Thanh H. Lam
President
Nova Lifestyle, Inc.
6565 East Washington Boulevard
Commerce, CA 90040

 Re: Nova Lifestyle, Inc.
  Registration Statement on  Form S -3
  Filed July 21 , 201 5
 File No. 333 -205768

Dear Mr. Lam:

 This is to advise you that we have not reviewed, and will not review, the registration
statement.

 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 that 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 disclosure, they are responsible for the accuracy
and adequacy of the disclosures that they have made.

 If you request acceleration of the effective date  of the pending registratio n statement ,
please provide a written statement from the company acknowledging that :

 Should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission 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.

Mr. Thanh H. Lam
Nova Lifestyle, Inc.
July 28 , 201 5
Page 2

  The company may not assert staff comments and 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 requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act  of 1934  as they relate to the proposed
public offering of the registered securities.

 You may contact  Edward M. Kelly, Special Counsel,  at (202) 551 -3728  with any
questions .

       Very truly yours,

       /s/ Pamela A. Long

       Pamela A. Long
       Assistant Director

cc: Via E-mail
 Thomas Wardell , Esq.
 Dentons US, LLP
 303 Peachtree Street
 Atlanta, GA 30308