SecProbe.io

Mail Stop 4631
August 8, 2017

Via E -Mail
Thanh H. Lam
Chief Executive Officer
Nova Lifestyle, Inc.
6565 E. Washington Blvd.
Commerce, CA  90040

Re: Nova Lifestyle, Inc.
Registration Statement on Form S -3
Filed July 13, 2017
  File No. 333-219263
  Form 10 -K for Fiscal Year Ended
  December 31, 2016
  Filed April 14, 2017
  File No. 001 -36259

Dear Mr. Lam :

We have reviewed your registration statement  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 by amending your registration statement and providing the
requested informati on.  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
response.

After reviewing any amendment to your registration statement and the information you
provid e in response to these  comments, we may have  additional comments.

Form S -3

The Company, page 1

1. Please revise to clarify, if true, that you do not intend to incorporate your website and its
contents into your prospectus.

Thanh H. Lam
Nova Lifestyle, Inc.
August 8, 2017
Page 2

 Exhibit Index, page 18

2. Please file the form of underwriting agreement, warrant agreement, form of unit
agreement and form of pledge agreement prior to effectiveness of the registration
statement.

3. We note your reference to a Form of Indenture filed as Exhibit 4.2 in the exhi bit index,
while disclosure in the first paragraph in the Description of Debt Securities section on
page 7 appears to contemplate separate senior and subordinated indentures.  Please file
the forms of the senior and subordinated indentures as separate exhi bits to the registration
statement prior to effectiveness in order to qualify these indentures, as required by
Section 309(a)(1) of the Trust Indenture Act of 1939.  For additional guidance, refer also
to our Trust Indenture Act C&D Is Question 201.02.

4. Please list a statement of eligibility of trustee for each of the indentures as an Exhibit 25
to your registration statement.  See Item 601(b)(25) of Regulation S -K.  If you wish to
designate the trustees on a delayed basis, as permitted by Section 305(b)(2) of the Trust
Indenture Act, please indicate that you will separately the Form T -1 under the electronic
form type “305B2” in the notes to the index, and also include the undertaking required by
Item 512(j) of Regulation S -K.  For further guidance, please re fer to Trust Indenture Act
of 1939 C&D Is Questions 206.01 and 220.01.

Legal Opinion, Exhibit 5.1

5. We note that the legal opinion is limited to the laws of the state of Nevada.  Please
confirm that your forms of warrant agreement and unit agreement will be  governed by the
laws of the State of Nevada.  If governed by any other state, the opinion should be
revised to include the laws of such state.

Form 10 -K for Fiscal Year Ended December 31, 2016

General

6. Where a comment on the Form 10 -K also may apply to the Form S -3 filed July 13, 2017,
please amend the Form S -3 to so address.

Management’s Discussion and Analysis, page 21

Results of Operations, page 27

7. In your analysis of net sales, you state that North American sales decreased 23% to
$58.20 million for the year ended December 31, 2016, compared to $75.45 million in
2015, as you “aggressively changed our product mix and our sales and marketing
strategies  with the aim of diversifying sales. We sold high quality products while offering

Thanh H. Lam
Nova Lifestyle, Inc.
August 8, 2017
Page 3

 discounts during our promotion period, which lasted throughout the second and third
quarter of 2016. We continued to increase marketing efforts in the U.S. markets while
main taining our marketing efforts and existing customer base in Europe.” Please address
the following:

 It appears the change in product mix and your sales and marketing strategies did not
have a favorable impact on North American sales. Given that your North American
sales represented 63% of your consolidated net sales for 2016, please expand your
disclosures to explain the reason(s) for the changes and why such changes did not
yield the anticipated results.

 We note from pages 24 and F -13 that amounts for product returns, customer discounts
cost for the replacement parts were “immaterial” in both 2016 and 2015. However,
your disclosures related to the significant decrease in your North American sales as
noted above would appear to suggest that offering discounts was a factor that
materially impacted your results of operations for the period presented.  Please help
reconcile this apparent inconsistency between your disclosures. Please address your
accounting for  sales discounts and expand your disclosures to include your
accounting policy for such sales discounts and quantify the amounts recognized for
each of the periods presented.

 We note the same explanation above is provided for the 27% decrease in North
American sales in the first quarter of 2017 (page 25 of the March 31, 2017 Form 10 -
Q). It is unclear how discounts provided in the second and third quarters of 2016
would contribute to the change in North American sales between the first quarters of
2017 an d 2016. Please address or revise as applicable.

Note 5 – Advance to Suppliers, page F -21

8. We note your advance to suppliers’ balances of $21,114,676 and $13,669,752 as of
March 31, 2017 and December 31, 2016 , respectively, increased significantly when
compared to the $7,936,141 outstanding as of December 31, 2015. Please expand your
disclosures to address your accounting policy related to your advances to suppliers.
Please ensure your expanded disclosures discuss the nature of these supplier
prepayments, s pecifically addressing the typical time it takes to receive delivery of these
products and how the Company considers the need for a reserve if any when there is a
risk that such products may not be delivered.  In regards to each of the periods presented,
please expand to discuss the underlying reasons for the sudden increase in your advances
to suppliers and whether any known material trends exist that are impacti ng your results
of operations. Finally please tell us how much of the advances to suppliers at December
31, 2016 and March 31, 2017 have been subsequently delivered.

Thanh H. Lam
Nova Lifestyle, Inc.
August 8, 2017
Page 4

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action  by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Jenn Do, Staff Accountant at  (202) 551 -3743  or, in her absence, Ameen
Hamady, Staff Accountant  at (202) 551 -3891  if you have questions regarding comments on the
financial statements and related matters.  Please contact Sherry Haywood, Staff Attorney at (202)
551-3345  or, in her absence,  me at  (202) 551 -3760  with any other questions.

Sincerely,

 /s/ Pamela Long

 Pamela Long
 Assistant Director
Office of Manufacturing and
Construction

Cc: Via E -Mail
 Jeffrey Li, Esq.