SEC Comment Letter for XMax Inc. (XMAX) (CIK 0001473334) (XMAX) — Sep 26, 2017
XMax Inc. (XMAX) (CIK 0001473334)
Date: Sept. 26, 2017 · CIK: 0001473334 · Accession: 0000000000-17-034129
AI Filing Summary & Sentiment
Reasoning
Referenced dates: August 8, 2017
Letter
Mail Stop 4631 September 25, 2017 Via E -Mail Thanh H. Lam Chief Executive Officer Nova Lifestyle, Inc. 6565 E. Washington Blvd. Commerce, CA 90040
Re: Nova Lifestyle, Inc. Amendment No. 1 to Registration Statement on Form S -3 Filed September 18, 2017 File No. 333 -219263 Form 8 -K Filed August 23, 2017 File No. 001 -36259 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 amended 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 information . 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 reviewin g any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise , our references to prior comments are to comments in our August 8, 2017 letter .
Form 8 -K filed August 23, 2017
1. Please file your employment agreement with Mr. Jeffrey Chuang, Chief Financial Officer as an exhibit to your next quarterly report on Form 10 -Q. See Item 601(b)(10) of Regulation S -K.
Thanh H. Lam Nova Lifestyle, Inc. September 25, 2017 Page 2
Form 10 -K for the year ended December 31, 2016
Management’s Discussion and Analysis, page 21 Results of Operations, page 27
2. We note your response to comment number seven in our letter dated August 8, 2017. To the extent providing such price discounts on new products are expected to be material, please expand your disclosures to include your policy for providing provisions for such discounts and any other consideration to cus tomers. For such customer consideration, please quantify the amounts recorded for each period presented. Furthermore, please explain the significant terms of your customer incentive programs, how you determine the amount to accrue each period, and how and when it impacts your revenue recognized.
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
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Mail Stop 4631 September 25, 2017 Via E -Mail Thanh H. Lam Chief Executive Officer Nova Lifestyle, Inc. 6565 E. Washington Blvd. Commerce, CA 90040 Re: Nova Lifestyle, Inc. Amendment No. 1 to Registration Statement on Form S -3 Filed September 18, 2017 File No. 333 -219263 Form 8 -K Filed August 23, 2017 File No. 001 -36259 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 amended 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 information . 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 reviewin g any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise , our references to prior comments are to comments in our August 8, 2017 letter . Form 8 -K filed August 23, 2017 1. Please file your employment agreement with Mr. Jeffrey Chuang, Chief Financial Officer as an exhibit to your next quarterly report on Form 10 -Q. See Item 601(b)(10) of Regulation S -K. Thanh H. Lam Nova Lifestyle, Inc. September 25, 2017 Page 2 Form 10 -K for the year ended December 31, 2016 Management’s Discussion and Analysis, page 21 Results of Operations, page 27 2. We note your response to comment number seven in our letter dated August 8, 2017. To the extent providing such price discounts on new products are expected to be material, please expand your disclosures to include your policy for providing provisions for such discounts and any other consideration to cus tomers. For such customer consideration, please quantify the amounts recorded for each period presented. Furthermore, please explain the significant terms of your customer incentive programs, how you determine the amount to accrue each period, and how and when it impacts your revenue recognized. 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.