SecProbe.io

CORRESP
 1
 filename1.htm

 Nova
LifeStyle, Inc.

 6565
E. Washington Blvd.

 Commerce,
CA 90040

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, NE

 Washington,
D.C., 20549

 Attention: Ms.
 Kristin Baldwin

 Mr.
 Geoffrey Kruczek

 August
26, 2025

 Re:
 Nova
 LifeStyle, Inc.

 Acceleration
 Request for Registration Statement on Form S-1, as amended

 File
 No. 333-287559

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, Nova LifeStyle, Inc. hereby requests acceleration of effectiveness
of the above referenced Registration Statement on Form S-1 (File No. 333-287559), as amended, so that it will become effective on August
27, 2025 at 4:00 p.m. ET, or as soon as thereafter practicable.

 Very truly yours,

 Nova LifeStyle, Inc.

 /s/
 Xiaohua Lu

 Name:
 Xiaohua
 Lu

 Title:
 Chief
 Executive Officer, President and Director

CORRESP
 1
 filename1.htm

 Nova
Lifestyle, Inc.

 6565
E. Washington Blvd.

 Commerce,
CA 90040

 August
8, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, N.E.

 Mail
Stop 4631

 Washington,
DC 20549

 Attention:
 Ms.
 Kristin Baldwin

 Mr.
 Geoffrey Kruczek

 Re:
 Nova Lifestyle, Inc.

 Amendment No. 3 to Registration Statement on Form
 S-1

 Filed August 6, 2025

 File No. 333-287559

 Dear
Ms. Baldwin / Mr. Kruczek:

 Nova
Lifestyle, Inc. (the " Company ", " we ", " us " or " our ") hereby
transmits its response to the comment letter received from the staff (the " Staff ") of the U.S. Securities and Exchange
Commission (the " Commission "), dated August 1, 2025, in connection with the Registration Statement on Form S-1 filed
with the Commission on May 23, 2025 (the " Form S-1 "), as amended by Amendment No.1, Amendment No.2 and Amendment No.3
to the Form S-1 filed with the Commission on June 27, 2025, July 25, 2025, and August 6, 2025 respectively.

 For
the Staff's convenience, we have repeated below the Staff's comment in bold, and have followed the comment with the Company's
response. The Company is filing via Edgar the Amendment No. 4 to Form S-1 (the " Amendment No. 4 ") revised pursuant
to the comment herein with this response letter.

 Amendment
No. 3 to Registration Statement on Form S-1 filed August 6, 2025

 Exhibits

 1.
 We note your response to
 prior comment 1. Exhibits 23.1 and 23.2 both contain the consent "to the incorporation by reference" of the audit reports;
 however, each audit report is physically located in the Form S-1, not incorporated by reference. Please file revised consents.

 Response :
In response to the Staff's comment, the revised consents from the Company's auditors have been filed as exhibits to our Amendment
No.4 in response to the Staff's comment.

 *
* *

 We
thank the Staff for its review of the foregoing. If you have questions or further comments, please forward them by electronic mail to
both Yu Wang, Esq. at wangyu@hankunlaw.com and Mr. Jeffrey Chuang at Jeffery_chuang@novalifestyle.com

 Very truly
 yours,

 Sincerely,

 /s/ Xiaohua
 Lu

 Xiaohua Lu

 Chief Executive Officer and Director

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 7, 2025

Xiaohua Lu
Chief Executive Officer
Nova Lifestyle, Inc.
6565 E. Washington Blvd.
Commerce, CA 90040

 Re: Nova Lifestyle, Inc.
 Amendment No. 3 to Registration Statement on Form S-1
 Filed August 6, 2025
 File No. 333-287559
Dear Xiaohua Lu:

 We have reviewed your amended registration statement and have the
following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our [Month day,
year] letter.

Amendment No. 3 to Registration Statement on Form S-1 filed August 6, 2025
Exhibits

1. We note your response to prior comment 1. Exhibits 23.1 and 23.2 both
contain the
 consent "to the incorporation by reference" of the audit reports;
however, each audit
 report is physically located in the Form S-1, not incorporated by
reference. Please file
 revised consents.
 Please contact Kristin Baldwin at 202-551-7172 or Geoffrey Kruczek at
202-551-
3641 with any other questions.

 Sincerely,
 August 7, 2025
Page 2

 Division of Corporation Finance
 Office of Manufacturing
cc: Alice Ma
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Nova
Lifestyle, Inc.

 6565
E. Washington Blvd.

 Commerce,
CA 90040

 August
6, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, N.E.

 Mail
Stop 4631

 Washington,
DC 20549

 Attention:
 Ms.
 Kristin Baldwin

 Mr.
 Geoffrey Kruczek

 Re:
 Nova
Lifestyle, Inc.

 Amendment
 No. 2 to Registration Statement on Form S-1

 Filed
 July 25, 2025

 File
 No. 333-287559

 Dear
Ms. Baldwin / Mr. Kruczek:

 Nova
Lifestyle, Inc. (the " Company ", " we ", " us " or " our ") hereby
transmits its response to the comment letter received from the staff (the " Staff ") of the U.S. Securities and Exchange
Commission (the " Commission "), dated August 1, 2025, in connection with the Registration Statement on Form S-1 filed
with the Commission on May 23, 2025 (the " Form S-1 "), as amended by Amendment No.1 and Amendment No.2 to the Form
S-1 filed with the Commission on June 27, 2025, and July 25, 2025, respectively.

 For
the Staff's convenience, we have repeated below the Staff's comment in bold, and have followed the comment with the Company's
response. The Company is filing via Edgar the Amendment No. 3 to Form S-1 (the " Amendment No. 3 ") revised pursuant
to the comment herein with this response letter.

 Amendment
No. 2 to Registration Statement on Form S-1 filed July 25, 2025

 General

 1.
 Please
 file as exhibits currently dated consents from your auditors. Please also file the escrow agreement as an exhibit.

 Response :
In response to the Staff's comment, the currently dated consents from the Company's auditors and a form of escrow agreement
have been filed as exhibits to our Amendment No.3 in response to the Staff's comment.

 *
* *

 We
thank the Staff for its review of the foregoing. If you have questions or further comments, please forward them by electronic mail to
both Mr. Wang Yu at wangyu@hankunlaw.com and Mr. Jeffrey Chuang at Jeffery_chuang@novalifestyle.com

 Very
 truly yours,

 Sincerely,

 /s/
 Xiaohua Lu

 Xiaohua
 Lu

 Chief
 Executive Officer and Director

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 1, 2025

Xiaohua Lu
Chief Executive Officer
Nova Lifestyle, Inc.
6565 E. Washington Blvd.
Commerce, CA 90040

 Re: Nova Lifestyle, Inc.
 Amendment No. 2 to Registration Statement on Form S-1
 Filed July 25, 2025
 File No. 333-287559
Dear Xiaohua Lu:

 We have conducted a limited review of your registration statement and
have the
following comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 provide in response to this letter, we may have additional comments.

Amendment No. 2 to Registration Statement on Form S-1 filed July 25, 2025
General

1. Please file as exhibits currently dated consents from your auditors.
Please also file the
 escrow agreement as an exhibit.
 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.
 August 1, 2025
Page 2

 Please contact Kristin Baldwin at 202-551-7172 or Geoffrey Kruczek at
202-551-
3641 with any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
cc: Alice Ma
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Nova
Lifestyle, Inc.

 6565
E. Washington Blvd.

 Commerce,
CA 90040

 June
27, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, N.E.

 Mail
Stop 4631

 Washington,
DC 20549

 Attention:
 Ms.
 Kristin Baldwin

 Mr.
 Geoffrey Kruczek

 Re:
 Nova
 Lifestyle, Inc.

 Registration
 Statement on Form S-1

 Filed
 May 23, 2025

 File
 No. 333-287559

 Correspondence
 from the SEC on June 3, 2025

 Dear
Ms. Baldwin / Mr. Kruczek:

 Nova
Lifestyle, Inc. (the " Company ", " we ", " us " or " our ") hereby
transmits its response to the comment letter received from the staff (the " Staff ") of the U.S. Securities and Exchange
Commission (the " SEC "), dated June 3, 2025, the Registration Statement on Form S-1 filed with the Commission on May
23, 2025.

 For
the Staff's convenience, we have repeated below the Staff's comments in bold, and have followed each comment with the Company's
response. The Company is filing via Edgar the Amendment No. 1 to the Registration Statement on Form S-1 (the " Amendment No.
1 ") revised pursuant to the comment herein with this response letter.

 Registration
Statement on Form S-1 filed May 23, 2025

 Cover
Page

 1.
 Please
 revise the description of securities to be offered on both your cover page and heading to clarify, if true, that the Offering Shares
 and accompanying Warrants will be issued separately in this offering, but must initially be purchased together. If, instead, you
 are offering them as units, revise your disclosure throughout and your fee table to refer to this security and its component parts.

 Response :
In response to the Staff's comment, the relevant disclosures on cover page and heading of Amendment No. 1 have been revised in
response to the Staff's comment.

 2.
 Please
 quantify the assumed offering price for each offering share to clearly establish a fixed price or range. Currently, your disclosure
 regarding the pricing of the offering suggests you are attempting to rely on Rule 415(a)(1)(x), but you do not appear eligible to
 do so.

 Response :
The Company respectfully acknowledges the Staff's comment and has amended the disclosure on cover page and page 8 of Amendment
No. 1 in response to the Staff's comment.

 3.
 Please
 revise to disclose the volume (i.e., the number) of securities you are offering. See Securities Act Rules Compliance and Disclosure
 Interpretation 227.02.

 Response :
The Company respectfully acknowledges the Staff's comment and has amended the disclosure on cover page and page 8 of Amendment
No. 1 in response to the Staff's comment.

 Risk
Factors, page 10

 4.
 You
 state on page 10 that "[t]he offering price per share of Common Stock, together with the number of shares of common stock and
 accompanying Warrants we propose to issue and ultimately will issue if this offering is completed, may result in an immediate decrease
 in the market price of our Common Stock. This decrease may continue after the completion of this offering." Please expand this
 discussion to specifically address the fact that the offering shares registered here will be sold at a 50% discount relative to the
 market price of the outstanding common shares.

 Response :
In response to the Staff's comment, the disclosure on page 10 of Amendment No. 1 have been revised.

 Information
Not Required in Prospectus, page II-2

 5.
 Please
 amend Exhibit 107 to Item 16, Calculation of Filing Fee Table, as it includes the common stock but omits the warrants.

 Response :
The relevant disclosures at Exhibit 107 to Item 16 of Amendment No. 1 have been revised in response to the Staff's comment.

 *
* *

 We
thank the Staff for its review of the foregoing. If you have questions or further comments, please forward them by electronic mail to
Mr. Jeffrey Chuang at Jeffery_chuang@novalifestyle.com

 Very
 truly yours,

 Sincerely,

 /s/
 Xiaohua Lu

 Xiaohua
 Lu

 Chief
 Executive Officer and Director

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 3, 2025

Xiaohua Lu
Chief Executive Officer
Nova Lifestyle, Inc.
6565 E. Washington Blvd.
Commerce, CA 90040

 Re: Nova Lifestyle, Inc.
 Registration Statement on Form S-1
 Filed May 23, 2025
 File No. 333-287559
Dear Xiaohua Lu:

 We have conducted a limited review of your registration statement and
have the
following comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 provide in response to this letter, we may have additional comments.

Form S-1 filed May 23, 2025
Cover Page

1. Please revise the description of securities to be offered on both your
cover page and
 heading to clarify, if true, that the Offering Shares and accompanying
Warrants will
 be issued separately in this offering, but must initially be purchased
together. If,
 instead, you are offering them as units, revise your disclosure
throughout and your fee
 table to refer to this security and its component parts.
2. Please quantify the assumed offering price for each offering share to
clearly establish
 a fixed price or range. Currently, your disclosure regarding the pricing
of the offering
 suggests you are attempting to rely on Rule 415(a)(1)(x), but you do not
appear
 eligible to do so.
3. Please revise to disclose the volume (i.e., the number) of securities
you are offering.
 See Securities Act Rules Compliance and Disclosure Interpretation
227.02.
 June 3, 2025
Page 2

Risk Factors, page 10

4. You state on page 10 that "[t]he offering price per share of Common
Stock, together
 with the number of shares of common stock and accompanying Warrants we
propose
 to issue and ultimately will issue if this offering is completed, may
result in an
 immediate decrease in the market price of our Common Stock. This
decrease may
 continue after the completion of this offering." Please expand this
discussion to
 specifically address the fact that the offering shares registered here
will be sold at a
 50% discount relative to the market price of the outstanding common
shares.
Information Not Required in Prospectus, page II-2

5. Please amend Exhibit 107 to Item 16, Calculation of Filing Fee Table, as
it
 includes the common stock but omits the warrants.
 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.

 Please contact Kristin Baldwin at 202-551-7172 or Geoffrey Kruczek at
202-551-
3641 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Alice Ma
</TEXT>
</DOCUMENT>

November 18, 2024
Thanh 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 November 12, 2024
File No. 333-283177
Dear Thanh Lam:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

NOVA
LIFESTYLE, INC.

November
18, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Nova
                                            LifeStyle, Inc.

    Registration
    Statement on Form S-3

    Filed
    November 12, 2024

    File
    No. 333-283177

Acceleration
Request

    Requested
    Date:
    November
    21, 2024

    Requested
    Time:
    4:00
    p.m. Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Nova LifeStyle, Inc. (the “Company”)
hereby respectfully requests the Securities and Exchange Commission (the “Commission”) to accelerate the effective
date of the above-referenced Registration Statement and declare such Registration Statement effective at the “Requested Date”
and “Requested Time” set forth above or as soon thereafter as practicable.

In
connection with the acceleration request, the Company hereby acknowledges that:

    ●
    should
    the Commission or the staff of the Commission, 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; and

    ●
    the
    Company may not assert the 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.

If
you have any further comments, require any further information or if any questions should arise in connection with this submission, please
call our counsel Mr. Jeffrey Li at (703) 618-2503 at FisherBroyles, LLP.

[Signature
Page Follows]

    Very
    truly yours,

    Nova
    Lifestyle, Inc.

    /s/
    Tawny Lam

    Tawny
    Lam

    Chief
    Executive Officer

    cc:
    Jeffrey
    Li, FisherBroyles, LLP

United States securities and exchange commission logo
June 4, 2024
Thanh Lam
Chief Executive Officer
Nova Lifestyle, Inc.
6565 Washington Blvd.
Commerce, CA 90040
Re:Nova Lifestyle, Inc.
Registration Statement on Form S-3
Filed on May 29, 2024
File No. 333-279796
Dear Thanh Lam:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeffrey Li

CORRESP
1
filename1.htm

NOVA
LIFESTYLE, INC.

June
4, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Nova
                                            LifeStyle, Inc.

    Registration
    Statement on Form S-3

    Filed
    May 29, 2024

    File
    No. 333-279796

Acceleration
Request

    Requested
    Date:
    June
    6, 2024

    Requested
    Time:
    4:00
    p.m. Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Nova LifeStyle, Inc. (the “Company”)
hereby respectfully requests the Securities and Exchange Commission (the “Commission”) to accelerate the effective
date of the above-referenced Registration Statement and declare such Registration Statement effective at the “Requested Date”
and “Requested Time” set forth above or as soon thereafter as practicable.

In
connection with the acceleration request, the Company hereby acknowledges that:

    ●
    should
    the Commission or the staff of the Commission, 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; and

    ●
    the
    Company may not assert the 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.

If
you have any further comments, require any further information or if any questions should arise in connection with this submission, please
call our counsel Mr. Jeffrey Li at (703) 618-2505 at FisherBroyles, LLP.

[Signature
Page Follows]

    Very
    truly yours,

    Nova
    Lifestyle, Inc.

    /s/
    Tawny Lam

    Tawny
    Lam

    Chief
    Executive Officer

    cc:
    Jeffrey
    Li, FisherBroyles, LLP

United States securities and exchange commission logo
October 19, 2023
Thanh 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 October 13, 2023
File No. 333-274970
Dear Thanh Lam:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeffrey Li

CORRESP
1
filename1.htm

NOVA
LIFESTYLE, INC.

October
19, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Nova
                                            LifeStyle, Inc.

    Registration
    Statement on Form S-3

    Filed
    October 13, 2023

    File
    No. 333-274970

Acceleration
Request

  Requested Date:
  October 23, 2023

  Requested Time:
  4:00 p.m. Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Nova LifeStyle, Inc. (the “Company”)
hereby respectfully requests the Securities and Exchange Commission (the “Commission”) to accelerate the effective
date of the above-referenced Registration Statement and declare such Registration Statement effective at the “Requested Date”
and “Requested Time” set forth above or as soon thereafter as practicable.

In
connection with the acceleration request, the Company hereby acknowledges that:

    ●
    should
                                            the Commission or the staff of the Commission, 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; and

    ●
    the
                                            Company may not assert the 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.

If
you have any further comments, require any further information or if any questions should arise in connection with this submission, please
call our counsel Mr. Jeffrey Li at (703) 618-2505 at FisherBroyles, LLP.

[Signature
Page Follows]

    Very
    truly yours,

    Nova
    Lifestyle, Inc.

    /s/
    Tawny Lam

    Tawny
    Lam

    Chief
    Executive Officer

    cc:
    Jeffrey
    Li, FisherBroyles, LLP

United States securities and exchange commission logo
October 17, 2023
Thanh H. Lam
President
Nova Lifestyle, Inc.
6565 E. Washington Blvd.
Commerce, CA 90040
Re:Nova Lifestyle, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
File No. 001-36259
Dear Thanh H. Lam:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Jeffrey Li

CORRESP
1
filename1.htm

Nova
Lifestyle, Inc.

September
12, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-0405

    Attention:
    Jimmy
    McNamara

    Jennifer
    Gowetski

    Re:
    Nova
    LifeStyle, Inc.

    Form
    10-K for the Year Ended December 31, 2022

    File
    No. 001-36259

Ladies
and Gentlemen:

Nova
LifeStyle, Inc. (the “Company” and sometimes referred to as “we” or “our”) is submitting this letter
and the following information in response to a letter, dated August 31, 2023, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form 10-K
for the year ended December 31, 2022 (the “Form 10-K”) filed with the Commission on April 17, 2023.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses.

Form
10-K for the Fiscal Year Ended December 31, 2022

Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 35

1.
We note your statement that you considered that no governmental entity has filed a Schedule 13D or 13G, there are no material contracts
with a foreign governmental party, and there is no foreign government representative on the Company’s Board in connection with
your required submission under paragraph (a) of Item 9C of Form 10-K. Please supplementally describe any additional materials that were
reviewed and explain your due diligence supporting the representation concerning your board. In addition, please tell us whether you
relied upon any legal opinions or third party certifications such as affidavits as the basis for your submission.

Response:
The Company has also reviewed the shareholders list of the Company provided by its transfer agent as of December 30, 2022, the NOBO lists
generated by Broadridge as of July 29, 2022 and April 10, 2023 to support the representation and determination by the board. The Company
has not relied upon any legal opinions or third party certifications such as affidavits as the basis for its submission.

If
you have any further comments or require any further information or if any questions should arise in connection with this submission,
please call Mr. Jeffrey Li at (703) 618-2503 at FisherBroyles, LLP.

    Very
    truly yours,

    /s/
    Tawny Lam

    Tawny
    Lam

    Chief
    Executive Officer

    Nova
    LifeStyle, Inc.

United States securities and exchange commission logo
August 31, 2023
Thanh H. Lam
President
Nova Lifestyle, Inc.
6565 E. Washington Blvd.
Commerce, CA 90040
Re:Nova Lifestyle, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
File No. 001-36259
Dear Thanh H. Lam:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 9C of Form 10-K and have the following comment.  In our comment, we may
ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 35
1.We note your statement that you considered that no governmental entity has filed a
Schedule 13D or 13G, there are no material contracts with a foreign governmental party,
and there is no foreign government representative on the Company’s Board in connection
with your required submission under paragraph (a) of Item 9C of Form 10-K.  Please
supplementally describe any additional materials that were reviewed and explain your due
diligence supporting the representation concerning your board.  In addition, please tell us
whether you relied upon any legal opinions or third party certifications such as affidavits
as the basis for your submission.
            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.

 FirstName LastNameThanh H. Lam
 Comapany NameNova Lifestyle, Inc.
 August 31, 2023 Page 2
 FirstName LastName
Thanh H. Lam
Nova Lifestyle, Inc.
August 31, 2023
Page 2
            Please contact Jimmy McNamara at 202-551-7349 or Jennifer Gowetski at 202-551-
3401 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Jeffrey Li

CORRESP
1
filename1.htm

Nova
LifeStyle, Inc.

6565
E. Washington Blvd.

Commerce,
CA 90040

  May 31,
  2022

VIA
EDGAR

Office
of Manufacturing

Division
of Corporation Finance

United
States Securities and Exchange Commission

100
F St NE

Washington,
DC 20549

  Attention:
  Jennifer Angelini;

  Sergio
Chinos

    Re:
    Nova
    LifeStyle, Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-261343

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Nova LifeStyle, Inc., a Nevada corporation (the “Company”), hereby
respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared
effective at 4:30 P.M. (Eastern Time) on June 2, 2022, or as soon thereafter as possible on such date.

    Very
    truly yours,

    Nova
    LifeStyle, Inc.

    By:
    /s/
    Thanh H. Lam

    Name:
    Thanh
    H. Lam

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
May 27, 2022
Thanh H. Lam
Chief Executive Officer
Nova LifeStyle, Inc.
6565 E. Washington Blvd.
Commerce, CA 90040
Re:Nova LifeStyle, Inc.
Amendment No. 2 to Registration Statement on Form S-3
Filed May 23, 2022
File No. 333-261343
Dear Ms. 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 reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Form S-3
Exhibits
1.The legal opinion filed as Exhibit 5.1 contains the following language, which appears to
involve an inappropriate assumption by counsel, "assuming the Company completes all
actions and proceedings required on its part to be taken prior to the issuance and delivery
of the Shares pursuant to the terms of the Warrants, including, without limitation,
collection of required payment for the Shares, if applicable."  See Section II.B.3.a of Staff
Legal Bulletin No. 19.  Please file a revised opinion that removes this assumption.

 FirstName LastNameThanh H. Lam
 Comapany NameNova LifeStyle, Inc.
 May 27, 2022 Page 2
 FirstName LastName
Thanh H. Lam
Nova LifeStyle, Inc.
May 27, 2022
Page 2
            Please contact Jennifer Angelini at 202-551-3047 or Sergio Chinos at 202-551-7844 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ralph V. DeMartino

CORRESP
1
filename1.htm

    ArentFox
    Schiff LLP

    1717
    K Street NW

    Washington,
    DC 20006

    202.857.6000       main

    202.857.6395       fax

    afslaw.com

    May
    27, 2022

    Ralph
                                            De Martino

        Partner

    Office
    of Manufacturing
    (202)
    724-6848     direct

    Division
    of Corporation Finance
    rdemartino@afslaw.com

United
States Securities and Exchange Commission

100
F St NE

Washington,
DC 20549

    Attention:
    Jennifer
    Angelini

    Sergio
    Chinos

Re:
Nova LifeStyle, Inc. Registration Statement on Form S-3

Filed
November 24, 2021 (File No. 333-261343)

To
Whom It May Concern:

The
undersigned serves as counsel to Nova LifeStyle, Inc. (“Nova”). Contemporaneous with the submission of this correspondence,
Nova filed its Amendment No. 3 (the “Amendment”) to its Registration Statement on Form S-3 filed on April 26, 2022 (File
No. 333-261343). The Amendment is an exhibits only filing and responds to the Staff’s comment included in the Staff’s letter
(the “Comment Letter”) dated May 27, 2022 and addressed to Thanh H. Lam, Chief Executive Officer of Nova. For the convenience
of the Staff, the comment included in the Staff’s May 3, 2022 letter are reposted below (in bold) and Nova’s response follows
each comment in italix.

Amendment
No. 2 to Form S-3

Exhibits

1.
The legal opinion filed as Exhibit 5.1 contains the following language, which appears to involve an inappropriate assumption by counsel,
“assuming the Company completes all actions and proceedings required on its part to be taken prior to the issuance and delivery
of the Shares pursuant to the terms of the Warrants, including, without limitation, collection of required payment for the Shares, if
applicable.” See Section II.B.3.a of Staff Legal Bulletin No. 19. Please file a revised opinion that removes this assumption.

The
requested modifications to the Exhibit 5.1 opinion have been made.

*
* * * *

    May
    27, 2022

    Page
    2

If
you have any comments or questions please feel free to address them to the undersigned. You can reach me at my office at 202-724-6848,
on my mobile telephone number at 202-415-8300, and via email at ralph.demartino@afslaw.com.

Thank
you in advance for your prompt attention to this Correspondence and to the Amendment. We expect to file a Rule 461 request as soon as
the Staff confirms that it has no further comments.

Respectfully
submitted,

Ralph
V. De Martino

RVD/mc

cc:
Ms. Thanh (Tawny) H. Lam

CORRESP
1
filename1.htm

    ArentFox
                                            Schiff LLP

    1717
    K Street NW

    Washington,
    DC 20006

    202.857.6000       main

    202.857.6395       fax

    afslaw.com

    May
    23, 2022

    Ralph
    De Martino

    Partner

    Office
of Manufacturing
    (202)
    724-6848     direct

    Division
of Corporation Finance
    rdemartino@afslaw.com

United
States Securities and Exchange Commission

100
F St NE

Washington,
DC 20549

    Attention:
    Jennifer
Angelini

    Sergio
    Chinos

Re:
Nova LifeStyle, Inc. Registration Statement on Form S-3

Filed
November 24, 2021 (File No. 333-261343)

To
Whom It May Concern:

The
undersigned serves as counsel to Nova LifeStyle, Inc. (“Nova”). Contemporaneous with the submission of this correspondence,
Nova filed its Amendment No. 2 (the “Amendment”) to its Registration Statement on Form S-3 filed on April 26, 2022 (File
No. 333-261343). The Amendment inter alia responds to the Staff’s comments included in the Staff’s letter (the “Comment
Letter”) dated May 3, 2022 and addressed to Thanh H. Lam, Chief Executive Officer of Nova. For the convenience of the Staff, the
comments included in the Staff’s May 3, 2022 letter are reposted below (in bold) and Nova’s response follows each comment
in italix.

Amendment
No. 1 to Form S-3

General

1.
We note your response to prior comment two. Please further revise your disclosure as follows:

    ●
    Disclose
    on your prospectus cover that your auditor is subject to the determinations announced by the PCAOB on December 16, 2021, and whether
    and how the Holding Foreign Companies Accountable Act (HFCAA) and related regulations will affect your company. Your prospectus summary
    should address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.

    We acknowledge your comment and inform you that the
    requested changes have been made.

    ●
    Revise
    your prospectus summary to disclose that trading in your securities may be prohibited under the HFCAA since the PCAOB has determined
    that it cannot inspect or investigate completely your auditor, and as a result Nasdaq may determine to delist your securities. Disclose
    that your auditor is subject to the determinations announced by the PCAOB on December 16, 2021, and has been identified by the Commission.

    We
acknowledge your comment and inform you that the requested changes have been made.

    May
                                            23, 2022

    Page
    2

    ●
    We
    note your disclosure about the HFCAA. Please expand your risk factor to disclose that the United States Senate has passed the Accelerating
    Holding Foreign Companies Accountable Act, which, if enacted, would decrease the number of “noninspection years” from
    three years to two years, and thus, would reduce the time before your securities may be prohibited from trading or delisted. Update
    your disclosure to reflect that the Commission adopted rules to implement the HFCAA and that, pursuant to the HFCAA, the PCAOB has
    issued its report notifying the Commission of its determination that it is unable to inspect or investigate completely accounting
    firms headquartered in mainland China or Hong Kong.

    We
acknowledge your comment and inform you that the requested changes have been made.

2.
We note that your registration statement incorporates by reference your Form 10-K for the fiscal year ended December 31, 2021, which
in turn incorporates by reference certain Part III information from a definitive proxy statement that you filed on April 26, 2022.
Please revise to specifically incorporate by reference this proxy statement.

We
acknowledge your comment and inform you that the requested changes have been made.

Exhibits

3.
Please have your auditor revise its consent to refer to the “use” of the report in the registration statement, rather than
to its “incorporation by reference.” Additionally, the consent should also include a statement acknowledging the reference
to them as an expert in accounting and auditing. Refer to Rule 436 of Regulation C.

In
a telephone conversation with the Staff subsequent to the issuance of the Comment Letter, the Staff advised the undersigned counsel
to the registrant that the comment in the first sentence of Item 3 could be ignored, and therefore the requested change has not been
made. We acknowledge your comment in the second sentence of Item 3 and inform you that the requested change have been
made.

If
you have any comments or questions please feel free to address them to the undersigned. You can reach me at my office at 202-724-6848,
on my mobile telephone number at 202-415-8300, and via email at ralph.demartino@afslaw.com.

Thank
you in advance for your prompt attention to this Correspondence and to the Amendment.

    Respectfully
    submitted,

    Ralph
    V. De Martino

    RVD/mc

cc:
Ms. Thanh (Tawny) H. Lam

United States securities and exchange commission logo
May 3, 2022
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 April 26, 2022
File No. 333-261343
Dear Ms. 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 reviewing 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 December 7, 2022, letter.
Amendment No. 1 to Form S-3
General
1.We note your response to prior comment two.  Please further revise your disclosure as
follows:

•Disclose on your prospectus cover that your auditor is subject to the determinations
announced by the PCAOB on December 16, 2021, and whether and how the Holding
Foreign Companies Accountable Act (HFCAA) and related regulations will affect
your company.  Your prospectus summary should address, but not necessarily be
limited to, the risks highlighted on the prospectus cover page.

 FirstName LastNameThanh H. Lam
 Comapany NameNova LifeStyle, Inc.
 May 3, 2022 Page 2
 FirstName LastName
Thanh H. Lam
Nova LifeStyle, Inc.
May 3, 2022
Page 2
•Revise your prospectus summary to disclose that trading in your securities may be
prohibited under the HFCAA since the PCAOB has determined that it cannot inspect
or investigate completely your auditor, and as a result Nasdaq may determine to delist
your securities.  Disclose that your auditor is subject to the determinations announced
by the PCAOB on December 16, 2021, and has been identified by the Commission.

•We note your disclosure about the HFCAA.  Please expand your risk factor to
disclose that the United States Senate has passed the Accelerating Holding Foreign
Companies Accountable Act, which, if enacted, would decrease the number of "non-
inspection years" from three years to two years, and thus, would reduce the time
before your securities may be prohibited from trading or delisted.  Update your
disclosure to reflect that the Commission adopted rules to implement the HFCAA and
that, pursuant to the HFCAA, the PCAOB has issued its report notifying the
Commission of its determination that it is unable to inspect or investigate completely
accounting firms headquartered in mainland China or Hong Kong.
2.We note that your registration statement incorporates by reference your Form 10-K for the
fiscal year ended December 31, 2021, which in turn incorporates by reference certain Part
III information from a definitive proxy statement that you filed on April 26, 2022.  Please
revise to specifically incorporate by reference this proxy statement.
Exhibits
3.Please have your auditor revise its consent to refer to the "use" of the report in the
registration statement, rather than to its "incorporation by reference."  Additionally, the
consent should also include a statement acknowledging the reference to them as an expert
in accounting and auditing.  Refer to Rule 436 of Regulation C.
            Please contact Jennifer Angelini at 202-551-3047 or Sergio Chinos at 202-551-7844 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ralph V. DeMartino

CORRESP
1
filename1.htm

                         ArentFox
                         Schiff LLP

                         1717
                         K Street NW

                         Washington,
                         DC 20006

                         202.857.6000
                         MAIN

                         202.857.6395
                         FAX

                         afslaw.com

                         Ralph
                         De Martino

                         Partner/Arentfox
                         Schiff LLP

                         202.724.6848
                         Direct

                         Ralph.Demartino@afslaw.com

  April
                                            26, 2022

Office
of Manufacturing

Division
of Corporation Finance

United
States Securities and Exchange Commission

100
F St NE

Washington,
DC 20549

Attention:
Jennifer Angelini

Sergio
Chinos

Re:	Nova
LifeStyle, Inc. Registration Statement on Form S-3

Filed
November 24, 2021 (File No. 333-261343)

To
Whom It May Concern:

The
undersigned serves as counsel to Nova LifeStyle, Inc. (“Nova”). Contemporaneous with the submission of this correspondence,
Nova filed its Amendment No.1 (the “Amendment”) to its Registration Statement on Form S-3 filed November 24, 2021 (File No.
333-261343). The Amendment inter alia responds to the Staff’s comments included in the Staff’s letter dated December
7, 2021 and addressed to Thanh H. Lam, Chief Executive Officer of Nova. For the convenience of the Staff, the comments included in the
Staff’s December 7, 2021 letter are reposted below (in bold) and Nova’s response follows each comment.

Registration
Statement on Form S-3

General

1.
Please provide your analysis as to whether you are a China-based issuer, i.e., a company based in or with a majority of your operations
in China, Hong Kong, or Macao. Refer to CF Disclosure Guidance: Topic No. 10. Tell us where your principal business operations and management
are located. Evaluate both current and expected operations, in light of your shift in operations from Macao to Hong Kong. Provide comparative
information in support of your analysis, including quantification of relevant financial measures, such as revenues and assets.

  April
                                            26,
                                            2022

                                                                                                           Page
                                            2

Nova
LifeStyle, Inc. (“Nova”) is not a China-based issuer, as that term is contemplated by CF Disclosure Guidance: Topic No. 10.
Nova’s management is located in Commerce, California and Nova’s principal business operations are located in Commerce, California
and Malaysia. One of Nova’s subsidiaries, Diamond Bar Outdoors, Inc. (“Diamond Bar”), located in Commerce, California,
generates the majority of Nova’s consolidated revenue. Diamond Bar imports furniture from Asian countries and sells it in the United
States of America. A separate subsidiary, Nova Living (M) Sdn. Bhd. (“Nova Malaysia”), a corporation organized and existing
under the laws of Malaysia, is located in Malaysia and sells jade mats in Malaysia from inventory which prior to February 15, 2022 was
owned by another wholly-owned subsidiary of Nova, Nova Living (HK) Group Limited (“Nova HK”), a corporation organized and
existing under the laws of Hong Kong and located in Hong Kong. Effective February 15, 2022, all of such jade mat inventory is owned by
Nova Malaysia. Previously Nova also had a Macao subsidiary, Nova Furniture Macao Commercial Offshore Limited (“Nova Macao”)
which was liquidated and its existence was terminated in January 2021. Disclosure of the commencement of the process of liquidation and
termination of Nova HK’s existence has been incorporated in the Amendment on page 3 of the form of prospectus included therein.

Set
forth below is a current organizational chart for Nova.

  April
                                            26,
                                            2022

                                                                                                           Page
                                            3

Nova
HK, which currently is in the process of being liquidated, has a registered office in Hong Kong only. Nova HK has minimal
operations, one Director and no other employees. During the period ended September 30, 2021 Nova HK realized revenue of $248,118, which
represented only 2.53% of Nova’s total consolidated revenue of $9,798,154. All of Nova HK’s revenue was generated from the
sale by Nova Malaysia of the jade mats owned by Nova HK. Prior to February 15, 2022, Nova HK was obligated to pay Nova Malaysia a 10%
sales commission for all jade mats sold. Nova HK had total assets of $28,723,170 as of September 30, 2021, $25,471,135
of which consisted of jade mat inventory which is and was physically stored in Malaysia (and not in Hong Kong). As of September 30, 2021,
Nova’s consolidated total assets were $40,329,598.

In
the interest of eliminating all presence in the PRC, Macao and Hong Kong (and any other territory or protectorate of the PRC), on February
15, 2022, Nova caused Nova HK to transfer all of its right, title and interest in the jade mat inventory to Nova Malaysia and commenced
the process of liquidation and termination of Nova HK’s existence.

Effective
February 15, 2022, Nova Malaysia owns all of the jade mat inventory outright and realizes 100% of the profit or loss from the sale of
the same. Nova Malaysia maintains an office, a service center and a warehouse in Malaysia. The office is used to fulfill Nova Malaysia’s
business functions such as marketing and accounting. The service center includes a showroom at which jade mats are displayed to the public,
and the services center provides the facilities at which product returns and repairs are handled. The jade mat inventory is stored at
the warehouse. Nova Malaysia has three employees.

By
way of summary, as of the date of this response Nova has no significant operations in the PRC, Macao or Hong Kong or any other PRC territory
or protectorate, and does not have significant assets in the PRC, Macao or Hong Kong or any other PRC territory or protectorate. No sales
are currently generated or will be generated from any of those locales; and the sum total of all personnel in those jurisdictions consists
of the single Director of Nova HK (which is currently in the process of being liquidated) in Hong Kong.

  April
                                            26,
                                            2022

                                                                                                           Page
                                            4

Risk
Factors

Our
shares may be delisted under the HFCA Act . . . , page 6

2.
Please expand your risk factor disclosure to discuss that the Securities and Exchange Commission has adopted amendments to finalize rules
implementing the submission and disclosure requirements in the Holding Foreign Companies Accountable Act. Describe the consequences of
becoming a Commission-identified issuer and disclose the material risks to the company and investors. For example, disclose the risk
that trading in your securities could be prohibited under the HFCA Act and as a result an exchange may determine to delist your shares,
each of which could cause the value of your securities to significantly decline or be worthless.

The
requested changes in disclosure have been made to the Risk Factor entitled “Our shares may be delisted under the HFCA Act if
the PCAOB is unable to inspect auditors with presence in China, and the delisting of our shares, or the threat of their being delisted,
may materially and adversely affect the value of your investment” on pages 6 of the form of prospectus included in the
Amendment.

If
you have any comments or questions please feel free to address them to the undersigned. Please note that effective March 1, 2022 my former
law firm, Schiff Hardin LLP, merged with Arent Fox LLP and my physical and email addresses have changed as a result. You can reach me
at my office at 202-724-6848, on my mobile telephone number at 202-415-8300, and via email at ralph.demartino@afslaw.com.

_________________

Thank
you in advance for your prompt attention to this Correspondence and to the Amendment.

Respectfully
submitted,

Ralph
V. De Martino

RVD/mc

cc:
Ms. Thanh (Tawny) H. Lam

United States securities and exchange commission logo
December 7, 2021
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 November 24, 2021
File No. 333-261343
Dear Ms. Lam:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
General
1.Please provide your analysis as to whether you are a China-based issuer, i.e., a company
based in or with a majority of your operations in China, Hong Kong, or Macao.  Refer to
CF Disclosure Guidance: Topic No. 10.  Tell us where your principal business operations
and management are located.  Evaluate both current and expected operations, in light of
your shift in operations from Macao to Hong Kong.  Provide comparative information in
support of your analysis, including quantification of relevant financial measures, such as
revenues and assets.

 FirstName LastNameThanh H. Lam
 Comapany NameNova LifeStyle, Inc.
 December 7, 2021 Page 2
 FirstName LastName
Thanh H. Lam
Nova LifeStyle, Inc.
December 7, 2021
Page 2
Risk Factors
Our shares may be delisted under the HFCA Act . . . , page 6
2.Please expand your risk factor disclosure to discuss that the Securities and Exchange
Commission has adopted amendments to finalize rules implementing the submission and
disclosure requirements in the Holding Foreign Companies Accountable Act.  Describe
the consequences of becoming a Commission-identified issuer and disclose the material
risks to the company and investors.  For example, disclose the risk that trading in your
securities could be prohibited under the HFCA Act and as a result an exchange may
determine to delist your shares, each of which could cause the value of your securities to
significantly decline or be worthless.
            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.
            Please contact Jennifer Angelini at 202-551-3047 or Sergio Chinos at 202-551-7844 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ralph V. DeMartino

United States securities and exchange commission logo
October 13, 2020
Thanh 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 October 8, 2020
File No. 333-249384
Dear Ms. Lam:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Geoff Kruczek at (202) 551-3641 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeffrey Li

CORRESP
1
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	novalife20201013_corresp.htm

NOVA LIFESTYLE, INC.

October 13, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

			Re:

			Nova LifeStyle, Inc.

			Registration Statement on Form S-3

			Filed October 8, 2020

			File No. 333-249384

Acceleration Request

Requested Date:          October 15, 2020

Requested Time:         4:00 p.m. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Nova LifeStyle, Inc. (the “Company”) hereby respectfully requests the Securities and Exchange Commission (the “Commission”) to accelerate the effective date of the above-referenced Registration Statement and declare such Registration Statement effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

In connection with the acceleration request, the Company hereby acknowledges that:

			 •

			should the Commission or the staff of the Commission, 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; and

			 •

			the Company may not assert the 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.

If you have any further comments, require any further information or if any questions should arise in connection with this submission, please call Mr. Jeffrey Li at (202) 830-5905 at FisherBroyles, LLP.

[Signature Page Follows]

			Very truly yours,

			Nova LifeStyle, Inc.

			/s/Tawny Lam

			Tawny Lam

			Chairperson and Chief Executive Officer

			cc:

			Jeffrey Li, FisherBroyles, LLP

Mail Stop 4631

October 13 , 2017

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

Re: Nova LifeStyle , Inc.
  Form 10 -K
Filed April 14, 2017
File No. 001 -36259

Dear Ms . Lam:

We have completed our review of your filing  in connection with effectiveness of your
Form S -3 on October 12, 2017 .  We remind you that the company and its management are
responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding any review,
comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

NOVA LIFESTYLE, INC.

October 10, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:

Nova LifeStyle, Inc.

Amendment No. 1 to Registration Statement on Form S-3/A

Filed September 18, 2017

 File No. 333-219263

Acceleration Request

Requested Date:          October 12, 2017

Requested Time:         4:00 p.m. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Nova LifeStyle, Inc. (the “Company”) hereby respectfully requests the Securities and Exchange Commission (the “Commission”) to accelerate the effective date of the above-referenced Registration Statement and declare such Registration Statement effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

In connection with the acceleration request, the Company hereby acknowledges that:

•

should the Commission or the staff of the Commission, 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; and

•

the Company may not assert the 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.

If you have any further comments, require any further information or if any questions should arise in connection with this submission, please call Mr. Jeffrey Li at (202) 298-1735 or Ms. Chelsea Anderson at (206) 816-1312 at Garvey Schubert Barer.

[Signature Page Follows]

Very truly yours,

/s/ Tawny Lam

Tawny Lam

Chairperson, President and Chief Executive Officer of Nova Lifestyle, Inc.

cc:

Jeffrey Li, Garvey Schubert Barer

Chelsea Anderson, Garvey Schubert Barer

GSB:9001550.1

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NOVA LIFESTYLE, INC.

                                                                                                       October 2, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0405

Attention: Pamela Long, Assistant Director

Re:

Nova Lifestyle, Inc.

Amendment No. 1 to Registration Statement on Form S-3

Filed on September 18, 2017

File No. 333-219263

Form 8-K

Filed August 23, 2017

File No. 001-36259

Form 10-K for the Fiscal Year Ended Dec. 31, 2016

Filed April 14, 2017

File No. 001-36259

Dear Ms. Long:

Nova LifeStyle, Inc. (“Nova LifeStyle” or the “Company” and sometimes referred to as “we” or “our”) is filing a response to the SEC Comment Letter, dated September 25, 2017 (the “Comment Letter”), in connection with complying with the issues and outstanding disclosure items set forth therein.  For convenience of reference, we have included in this response letter the same caption and paragraph numbers, as well as the text of the comments, set forth in the Comment Letter followed by our responses thereto.

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.

Response:

The Company will file the employment agreement with Mr. Jeffrey Chuang, its Chief Financial Officer, as an exhibit to its next quarterly report on Form 10-Q.

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 customers. 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.

Response:

The price discounts are in essence sales discounts that are offered at the time of purchase of new products by our customers. They are sales incentives offered voluntarily by us as part of our marketing programs. Each incentive is linked to a single transaction, and we do not receive an identifiable benefit from the customer in exchange for the sales incentive. The sales incentives do not result in a loss on the sale of our products. There is no variable or contingent element in each sales transaction. Each customer order in a month is independent of any prior order from that customer. These price discounts represent adjustments to the selling prices of our products and therefore are characterized as a reduction of revenue when recognized in our income statement, in accordance with ASC 605-50.

Specifically, we offer a 3% rebate program (a type of price discounts) to all our customers whose monthly net purchases exceeded $250,000, except for e-commerce customers. In addition, we offer a 10% promotion discount on certain selected categories of products to certain existing customers and e-commerce customers in monthly basis. For example, we may offer 10% off for all bedroom furniture in January, 10% off for all living room furniture in February, 10% off for all bars and stools furniture in March, and so forth. For aging and seasonal products, we have offered steep clearance discounts to our customers from time to time. Those products were sold as final and no returns were accepted. All of these price discounts are recorded as a reduction of revenue when recognized in our income statement, in accordance with ASC 605-50.

The following table shows the discounts and rebates that we provided to our customers during the fiscal year ended December 31, 2016, all of which were recorded as a reduction of our 2016 revenues:

2016

Discount - Promotion

$

894,442.77

Discount - Clearance

$

39,010.09

Rebate

$

1,012,864.65

Total

$

1,946,317.51

If you have any further comments or require any further information or if any questions should arise in connection with this submission, please call Mr. Jeffrey Li at (202) 298-1735 or Ms. Chelsea Anderson at (206) 816-1312 at Garvey Schubert Barer.

Very truly yours,

/s/ Tawny Lam

Tawny Lam

Chairperson, President and Chief Executive Officer of Nova Lifestyle, Inc.

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.

CORRESP
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NOVA LIFESTYLE, INC.

August 31, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0405

Attention: Pamela Long, Assistant Director

Re:

Nova Lifestyle, Inc.

Registration Statement on Form S-3

File No. 333-219263

Form 10-K for the Fiscal Year Ended Dec. 31, 2016

Filed April 14, 2017

File No. 001-36259

Dear Ms. Long:

Nova LifeStyle, Inc. (“Nova LifeStyle” or the “Company” and sometimes referred to as “we” or “our”) is filing a response to the SEC Comment Letter, dated August 8, 2017 (the “Comment Letter”), in connection with complying with the issues and outstanding disclosure items set forth therein.  For convenience of reference, we have included in this response letter the same caption and paragraph numbers, as well as the text of the comments, set forth in the Comment Letter followed by our responses thereto.

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.

Response:

The Company intends to revise the Form S-3 to clarify that it does not intend to incorporate its website and its website’s contents into the prospectus.

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.

Response:

The Company intends to revise the Form S-3 to change the asterisk applying to the form of underwriting agreement, warrant agreement, form of unit agreement and form of pledge agreement to language substantially similar to the following:

   *

To be filed by amendment or as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended and incorporated herein by reference.

3.          We note your reference to a Form of Indenture filed as Exhibit 4.2 in the exhibit 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 exhibits 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&DIs Question 201.02.

Response:

The Company intends to revise the Form S-3 to remove debt securities from the securities of the Company being registered therein, which will eliminate the requirement to file forms of indentures.

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 refer to Trust Indenture Act of 1939 C&DIs Questions 206.01 and 220.01.

Response:

The Company intends to revise the Form S-3 to remove debt securities from the securities of the Company being registered therein, which eliminate the requirement to list statements of eligibility of trustee for indentures.

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.

Response:

As discussed in the Company’s response to Question 2 above, the Company intends to file the forms of warrant and unit agreements by amendment to the Form S-3 or as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, for incorporation into the Form S-3 by reference.  The Company will also file a legal opinion covering matters relating to the legality of the issuance and sale of shares of common stock of the Company or the warrants and the shares of common stock issuable upon exercise of the warrants in the offering under applicable agreements at such time.

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.

Response:

The Company will amend the Form S-3 to address the comments on the Form 10-K if applicable.

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 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 maintaining 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.

Response:

North American sales decreased 23% to $58.20 million in the year ended December 31, 2016, compared to $75.45 million in 2015. We aggressively changed our product mix and our sales and marketing strategies with the aim of diversifying sales and improving margin in the long run. We sold high quality, higher-priced products while offering price discounts (which were deducted from gross sales when we recorded our revenues) during our promotion period, which lasted throughout the second and third quarter of 2016. The strategy resulted in a 17% increase in average unit selling price of our sales, while resulting a 32% decrease in our units sold, in 2016 as compared to 2015. We continued to increase marketing efforts in the U.S. markets while maintaining our marketing efforts and existing customer base in Europe.

·

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.

Response:

On page 24 and F-13, we indicated “our sales policy allows for the return of product within the warranty period if the product is defective and the defects are our fault.  As alternatives for the product return option, the customers have options of asking a discount from us for the products with quality issues or receiving replacement parts from us at no cost. The amount for return of products, the discount provided to the customers and cost for the replacement parts were immaterial for the years ended December 31, 2016 and 2015.” For this type of the customer discount, it only applies if the product that we sold is defective or the defect of product is our fault, then the customers have an option to ask a discount from us or receive product replacement. For 2016 and 2015, the customer discounts for defective products which included in cost of goods sold were $18,451 and $14,588, respectively.

For the discounts that we discussed in our MD&A are the price discounts that we provided for our new products in order to stimulate sales of new products. This type of selling price discount was already deducted from gross sales when we recorded our revenues.

·

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 and 2016. Please address or revise as applicable.

Response:

The $4.41 million decrease in net sales in the three months ended March 31, 2017, compared to the same period of 2016, was mainly due to decreased sales to North America and Europe.  North American sales decreased 27% to $12.53 million in the three months ended March 31, 2017, compared to $17.22 million in the same period of 2016. We aggressively changed our product mix and our sales and marketing strategies with the aim of diversifying sales and improving margin in the long run. We sold high quality, higher-priced products while offering price discounts (which were deducted from gross sales when we recorded our revenues) during our promotion period, which lasted throughout the second and third quarter of 2016. The strategy resulted in an 18% increase in average unit selling price of our sales, while resulting a 46% decrease in our units sold, in the first quarter of 2017 as compared to the same period in 2016. We continued to increase marketing efforts in the U.S. markets while maintaining our marketing efforts and existing customer base in Europe.

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, specifically 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 impacting 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.

Response:

Our accounting policy related to advance to suppliers is: it is reported net of allowance when the Company determines that amounts outstanding are not likely to be collected in cash or utilized against purchase of inventories. Based on our historical record and actual practice, we always received goods within 5 to 9 months from the date the advance payment is made. As such, no reserve on supplier prepayments had been made or recorded by us. Any provisions for allowance for advance to suppliers, if deemed necessary, will be included in selling, and administrative expenses in the consolidated statement of income.

We will provide such additional disclosure on our accounting policy related to advances to suppliers in our future filings.

The nature of these supplier prepayments is the payment that is made for goods before we actually receive them. The balances of advances to suppliers have kept increasing in order to secure our purchasing power over new materials and priority position of our production lines with our suppliers, especially when we are introducing eight new product lines in 2017. Also, the decision for such advances is to establish long term relationship with our suppliers.

With the tighten regulations and enforcement on environmental issues in recent years in China where our suppliers are located, many factories have been affected with limited production hours. These advances can secure our products being treated as priorities and lock in the raw material prices with our suppliers. We do not foresee additional risk with the increase of the advances as we have contracts with the suppliers and our QC team is on site to monitor daily production of our suppliers. Based on our past experience, all products and projects have been delivered as promised with the existing suppliers.

For a brand new product, the normal lead time from new product R&D, prototype, mass production to delivery of goods from our suppliers to us is approximately six to nine months after we make advance payments to our suppliers. For other products, the typical time is five months after our advance payment. The Company will consider the need for a reserve when any suppliers fail to fulfill the orders within the time frame as stipulated in the purchase contracts.

In addition, the Company noticed the increasing demands in antique home furnishing and decorating market such as reclaimed wood flooring and one of the kind antique furniture. Due to the nature of antique furnishing business, funds are required up front in order for suppliers to source and secure these products whenever they are available in the market.

As of July 31, 2017, $13,669,300, or almost 100%, of our advance to suppliers outstanding at December 31, 2016 had been delivered to us in the form of inventory purchase.

As of July 31, 2017, $14,083,110, or 67%, of our advance to suppliers outstanding at March 31, 2017 had been delivered to us in the form of inventory purchase.

The remaining balance of $7,031,566 advance to suppliers outstanding at March 31, 2017 is expected to be delivered to us in the third and fourth quarters of 2017.

We will provide such additional disclosure related to advances to suppliers in our future filings.

If you have any further comments or require any further information or if any questions should arise in connection with this submission, please email me at Tawny_lam@novalifestyle.com or our counsel Mr. Jeffrey Li at jli@gsblaw.com or Ms. Chelsea Anderson at CAnderson@gsblaw.com.

Very truly yours,

/s/ Tawny Lam

Tawny Lam

Chairperson, President and Chief Executive Officer of Nova Lifestyle, Inc.

cc:           Jeffery Chuang, Chief Financial Officer, Nova LifeStyle, Inc.

Jeffrey Li, Esq.

Chelsea Anderson, Esq.

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.

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    novalifestyle-corresp072915.htm

NOVA LIFESTYLE, INC.

                                                                                             July 29, 2015

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0405

Attention: Pamela A. Long, Assistant Director

Re:

Nova Lifestyle, Inc.

Registration Statement on Form S-3

File No. 333-205768

Dear Ms. Long:

Pursuant to Rules 460 and  461 of the General Rules and Regulations under the Securities Act of 1933, Nova Lifestyle, Inc. (the “Company”) hereby requests the Securities and Exchange Commission (the “Commission”) to accelerate the effective date of the above- referenced Registration Statement and declare such Resale Registration Statement effective as of 4:00 p.m. EDT, on July 31, 2015, or as soon thereafter as practicable. The Company also requests that the Commission specifically confirm such effective date and time to the Company and the undersigned.

In connection with the acceleration request, the Company hereby acknowledges that: (i) 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; (ii) 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; and (iii) 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.

If you have any further comments or require any further information or if any questions should arise in connection with this submission, please call Mr. Thomas Wardell at (404) 527-4990 or Mr. Douglas Eingurt at (404) 527-4056 at Dentons US, LLP.

Very truly yours,

/s/ Tawny Lam

Tawny Lam

President, Nova Lifestyle, Inc.

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

December 29, 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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy a nd 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 rules require.

Sincerely,

 /s/ John Cash, for

Terence O’Brien
Branch Chief

CORRESP
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    novalifestyle-corresp121714.htm

Nova LifeStyle, Inc.

December 17, 2014

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549-0405

Attn:           Terence O'Brien  Branch Chief

 Re:
Nova LifeStyle, Inc.

Form 10-K

Filed March 31, 2014

File No. 1-36259

Dear Mr. O'Brien:

Nova LifeStyle, Inc. (“Nova” or the “Company” and sometimes referred to as “we” or “our”) is filing a response to the SEC Comment Letter, dated December 8, 2014, in connection with complying with the issues and outstanding disclosure items set forth therein. For convenience of reference, we have included, in this response letter, the same caption and paragraph number, as well as the text of the comment, set forth in your Comment Letter followed by our response.

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

Liquidity and Capital Resources, page 30

1. We have read your response to comment 3 in our letter dated November 19, 2014 and re-issue the part of our comment asking for your analysis regarding the adequacy of the allowance for doubtful accounts. Please explain to us how you determined an allowance of $355,960 was adequate as of September 30, 2014 given the $10.5 million accounts receivable that were older than 90 days as of that date. Also tell us how much of the $10.5 million is from customers in China compared to those outside of China and whether the bank has excluded any of the receivables in computing the borrowing base referenced on page 17. Please provide a roll forward showing activity in the allowance for 2012, 2013 and 2014 so we can assess charge-off activity, or include this information in a Schedule II pursuant to Rule 5-04(c) of Regulation S-X. Finally, explain to us how the material weakness in controls impacts your ability to account for bad debts in accordance with US GAAP.

Response:

The Company reviewed the composition of accounts receivable and analyzed historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. In addition, please refer to roll-forward allowance table below, the Company has constantly experienced actual bad debt expense that was less than 1% of total accounts receivable. Based on historical collection activity, the Company determined to maintain its bad debt allowance on the level of 1% of its total accounts receivable balance.

Of $10.5 million accounts receivable over 90 days, $7.48 million was from the customers outside of China and $3.02 million was from customers in mainland China. For accounts receivable from the customers outside of China, they were insured by an export insurance company with the insurance policy as follows:

Accounts receivable within 90 days, if default, the insurance will reimburse 90% of accounts receivable amount,

Accounts receivable over 90 days but within 180 days, if default, the insurance will reimburse 50% of account receivable amount,

Accounts receivable over 180 days, if default, the Company assumes the loss of default.

Default means that the credit insurance company was unable to collect the Company’s over-due invoices after they had made all of their efforts.

It is infrequent for the Company to utilize the credit insurance. The Company only utilized once for the period from January 1, 2012 to September 30, 2014 as indicated in below table.

The following table is to show the status of collection for the over 90 days accounts receivable of Dongguan and Macao as of September 30, 2014 on December 9, 2014, the over 90 days accounts receivables for other subsidiaries were not material:

Dogguan

Over 90 days AR as of 9/30/2014

Collected as of 12/9/2014

Uncollected as of 12/9/2014

Note

March

275,158

(275,158)

-

April

530,822

(530,822)

-

May

929,907

(929,907)

-

June

1,286,132

1,286,132

We anticipate  that all of them will be collected by the end of 2014

Macao

March

1,180,761

(1,180,761)

-

April

2,047,841

(2,047,841)

-

May

1,696,457

1,696,457

We anticipate that all of them will be collected by the end of 2014

June

2,559,565

2,559,565

We anticipate that about $500,000 will be collected by the end of 2014, the rest will be collected in Q1/2015.

Total

10,506,643

(4,964,490)

5,542,153

The bank did not exclude any of the receivables in computing the borrowing based referenced on page 17.

The following is a table of the roll-forward showing activity in the bad debt allowance for 2012, 2013 and 2014 by quarters:

Invoices written off

Bad Debt Allowance Reserved (Reversal)

Balance

    Note

Beginning of 2012

-

No bad debt reserve was recorded.

1st Q of 2012

-

No bad debt reserve was recorded.

2nd Q of 2012

223,859

223,859

3rd Q of 2012

(39,557)

184,302

62,696

246,998

4th Q of 2012

(48,197)

198,801

27,336

226,137

1st Q of 2013

(2,154)

223,983

2nd Q of 2013

(66,519)

157,463

62,541

220,004

3rd Q of 2013

30,269

250,273

4th Q of 2013

(58,479)

191,794

Actual bad debt was $508,479, However, the insurance reimbursed $450,000 of this amount.

88,261

280,055

1st Q of 2014

(33,036)

247,019

2nd Q of 2014

(6,656)

240,363

75,641

316,004

3rd Q of 2014

39,956

355,960

There is a material weakness in our internal control over financial reporting. Specifically, we currently lack sufficient accounting personnel with the appropriate level of knowledge, experience and training in U.S. GAAP and SEC reporting requirements.  However, we do have the accounting policy for the reserve of bad debt allowance and the reviewing process to make sure of the adequacy of such reserve.  We first record 1% of total accounts receivable as bad debt allowance, and we further analyze each individual customer with aging over 90 days to further assess the likelihood of collectability. We then report the conclusion of this analysis to our CFO and CEO for approval of the bad debt allowance amount.   Given the facts that the actual historical bad debt expense has been insignificant (see table above), and that  the collectability of  the amounts of AR with aging over 90 days are reasonably assured based on our assessment, we believe the reserve of 1% of the total accounts receivable outstanding as bad debt allowance was sufficient. Therefore, the material weakness in controls did not have an impact on the company’s ability to account for bad debts in accordance with US GAAP.

If you have any further comments or require any further information or if any questions should arise in connection with this submission, please email me at  jeffrey_wong@novalifestyle.com

Very truly yours,

/s/ Ya Ming Wong

Ya Ming Wong, Chief Executive Officer

Nova LifeStyle, Inc.

cc:           Tawny Lam, President, Nova LifeStyle, Inc.

                Sammy Ho, Chief Financial Officer, Nova LifeStyle, Inc.

Thomas Wardell, Esq.

December 8, 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 25 , 2014, a nd have the following
comment . Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comment applies to your facts and circumstances, please tell us why in your
response.  After reviewing the information you provi de in response to this comment , we may
have  additional comments.

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

Liquidity and Capital Resources, page 30

1. We have read your response to comment 3 in our letter dated November 19, 2014 and re -
issue the part of our comment asking for your analysis regarding the adequacy of the
allowance for doubtful accounts. Please explain to us how you determined an allowance
of $355,960 was adequate as of September 30, 2014 given the $10.5 million accounts
receivable that were older than 90 days as of that date. Also tell us how much of the
$10.5 million is from customers in China compared to those outside of China and
whether  the bank has excluded any of the receivables in computing the borrowing base
referenced on page 17. Please provide a rollforward showing activity in the allowance for
2012, 2013 and 2014 so we can assess charge -off activity, or include this information in  a
Schedule II pursuant to Rule 5 -04(c) of Regulation S -X. Finally, explain to us how the
material weakness in controls impacts your ability to account for bad debts in accordance
with US GAAP.

Mr. Yuen Ching Ho
Nova LifeStyle , Inc.
December 8, 2014
Page 2

 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

CORRESP
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    novalifestyle-corresp112514.htm

Nova LifeStyle, Inc.

November 25, 2014

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549-0405

Attn:           Terence O'Brien  Branch Chief

Re:          Nova LifeStyle, Inc.

Form 10-K

Filed March 31, 2014 File No. 1-36259

Dear Mr. O'Brien:

Nova LifeStyle, Inc. (“Nova” or the “Company” and sometimes referred to as “we” or “our”) is filing a response to the SEC Comment Letter, dated November 19, 2014, in connection with complying with the issues and outstanding disclosure items set forth therein. For convenience of reference, we have included, in this response letter, the same caption and paragraph number, as well as the text of the comment, set forth in your Comment Letter followed by our response.

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). Please 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.

Response: We confirm the warrants give the counterparty a choice of net cash settlement or settlement in shares, as indicated by ASC 815-40-25-4a.2.

Based on the Clause 4 of Warrant Agreement:

At any time warrants are outstanding, and any fundamental transaction occurs, such as reorganization, reclassification, merger, consolidation or disposition of assets, the consummation of a transaction whereby another entity acquires more than 50% of the Company’s outstanding voting stock, or the sale of all or substantially all of the Company’s assets, the successor entity must assume in writing all of our obligations to the Warrant holders. In the event of a fundamental transaction, each warrant holder will have the right to require the Company, or its successor, to repurchase its warrants for an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of such Warrants.

The warrant holders will have the right to require the net cash settlement when a fundamental transaction occurs, but it is not mandatory for them to require the net cash settlement when a fundamental transaction occurs, they will have the choice of net cash settlement or settlement in shares.

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 filings 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 material fair value adjustment losses then that fact should be disclosed so investors are made aware of the adverse impact on your operating results.

Response: In future filings in MD&A, we will 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.

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.

Response: In future filings, we will quantify how much of the $28.3 million gross receivables balance at December 31, 2013 has been collected in cash subsequent to that date.

If you have any further comments or require any further information or if any questions should arise in connection with this submission, please email me at jeffrey_wong@novalifestyle.com

Very truly yours,

/s/ Ya Ming Wong

Ya Ming Wong, Chief Executive Officer

Nova LifeStyle, Inc.

cc:           Tawny Lam, President, Nova LifeStyle, Inc.

Sammy Ho, Chief Financial Officer, Nova LifeStyle, Inc.

Thomas Wardell, Esq.

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

CORRESP
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    novalifestyle-corresp110514.htm

Nova LifeStyle, Inc.

November 6, 2014

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549-0405

Attn:           Terence O'Brien  Branch Chief

Re:
Nova LifeStyle, Inc.

Form 10-K

Filed March 31, 2014 File No. 1-36259

Dear Mr. O'Brien:

Nova LifeStyle, Inc. (“Nova” or the “Company” and sometimes referred to as “we” or “our”) is filing a response to the SEC Comment Letter, dated October 20, 2014, in connection with complying with the issues and outstanding disclosure items set forth therein. For convenience of reference, we have included, in this response letter, the same caption and paragraph number, as well as the text of the comment, set forth in your Comment Letter followed by our response.

Form 10-K for the year ended December 31, 2013

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

1.

We have read your response to comment 10 in our letter dated September 12, 2014.  Please revise future filings to disclose the materiality of the transfer pricing adjustment on your effective tax rate for the periods presented.

Response: We will revise future filings to disclose the materiality of the transfer pricing adjustment on our effective tax rate for the periods presented.

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

Note 15 – Stockholders’ Equity, page 18

2.

 We have read your response to comment 11 in our letter dated September 12, 2014. We note your analysis provided in Exhibit 1 does not address ASC 815-40-25.   Therefore, please tell us what kind of settlement the Series A, Series B, Series C and Placement Agent Warrants issued in connection with the April 14, 2014 Securities Purchase Agreement requires pursuant to ASC 815-40-25, i.e., net cash settlement or physical settlement. Also in that regard, your consideration of the factors in 815-40-25-7 through 25-35 should be explained. Regarding 815-40-15-7D, you indicate that the warrants are not indexed to the Company’s own stock because the strike price is not fixed. Please address the second part of 15-7D which states: “ If the instrument's strike price or the number of shares used to calculate the settlement amount are not fixed, the instrument (or embedded feature) shall still be considered indexed to an entity's own stock if the only variables that could affect the settlement amount would be inputs to the fair value of a fixed-for-fixed forward or option on equity shares.” Paragraph 15-7E then explains that the strike price of the instrument is one such fair value input. We may have further comment.

Response:

As previously noted on April 14, 2014, pursuant to a Securities Purchase Agreement with certain investors the Company issued (i) Series A warrants to purchase up to 660,030 shares of Common Stock (the “Series A Warrants”); (ii) Series B warrants to purchase up to 633,628 shares of Common Stock in the aggregate at an exercise price of $6.82 per share (the “Series B Warrants”); and (iii) Series C warrants to purchase up to 310,478 shares of Common Stock in the aggregate at an exercise price of $8.53 per share (the “Series C Warrants” and together with the Series A Warrants and the Series B Warrants, the “Warrants”). The Series A Warrants have a term of four years and are exercisable by the holders at any time after the date of issuance. The Series B Warrants have a term of six months and are exercisable by the holders at any time after the date of issuance. The Series C Warrants have a term of four years and are exercisable by the holders at any time after the date of issuance. After the six month anniversary of the issuance date of the Series C Warrants, to the extent that a holder of Series C Warrant exercises less than 70% of such holder’s Series B Warrants and the closing sale price of the Common Stock is equal to or greater than $9.81 for a period of ten consecutive trading days, then the Company may purchase the entire then-remaining portion of such holder’s Series C Warrants for $1,000. Additionally, the placement agent and its designees received Series A warrants to purchase up to 92,404 shares of common stock at the closing.

Exercise of the 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. If there is not an effective registration statement then the warrant holder may exercise the warrant on a cashless basis. At any time warrants are outstanding, and any fundamental transaction occurs, such as reorganization, reclassification, merger, consolidation or disposition of assets, the consummation of a transaction whereby another entity acquires more than 50% of the Company’s outstanding voting stock, or the sale of all or substantially all of the Company’s assets, the successor entity must assume in writing all of our obligations to the Warrant holders. In the event of a fundamental transaction, each warrant holder will have the right to require the Company, or its successor, to repurchase its warrants for an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of such Warrants.

ASC 815 defines net cash settlement and physical settlement as follows:

Net cash settlement - The party with a loss delivers to the party with a gain a cash payment equal to the gain, and no shares are exchanged.

Physical settlement -The party designated in the contract as the buyer delivers the full stated amount of cash to the seller, and the seller delivers the full stated number of shares to the buyer.

As such the Company’s warrant instruments are considered to be physical settlement.

Section 2 of the warrant agreements outlined the conditions by which the exercise price and the number of warrant shares issuable upon exercise are subject to adjustment.  Section 2 (a) requires that upon a stock dividend or split then the exercise price shall be adjusted for based on a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. The number of shares the warrant is exercisable into will also be adjusted based on the same fraction.

Section 2 (b) of the warrant agreement requires that whenever the Company has issued or has been deemed to have issued shares of common stock for a consideration price per share that is less than the current exercise price in effect then the exercise price of the warrants shall be reduced to the price of the newly issued or deemed issued shares. Deemed issued shares would include issuance of any rights, warrants or options to subscribe for or purchase shares of common stock or convertible securities. Deemed issuances would also include the issuance of convertible securities. In these cases the new stock issuance price would be considered to be the exercise or conversion price of these instruments.

As such the company considered if the terms of Section 2(b) allow the warrant to be considered indexed to its own common stock.

ASC 815-40-15-5 through 15-8 provide guidance in determining if an entity can deem an instrument issued to be indexed to its own common stock and thereby qualify for the scope exception of derivative accounting in ASC 815-10-15-74(a).

Step 1 of this analysis is to consider if there are contingent exercise provisions in accordance with ASC 815-40-15-7A&B. There are no terms in the warrant where by the strike price or the number of shares used to calculate the settlement amount would be adjusted upon the occurrence of an exercise contingency.

Step 2 of this analysis pursuant to ASC 815-40-15-7C is to consider if settlement amount will equal the difference between the following:

a.  The fair value of a fixed number of the entity's equity shares

b.  A fixed monetary amount or a fixed amount of a debt instrument issued by the entity.

ASC 815-40-15-7D states that an instrument's strike price or the number of shares used to calculate the settlement amount are not fixed if its terms provide for any potential adjustment, regardless of the probability of such adjustment(s) or whether such adjustments are in the entity's control. If the instrument's strike price or the number of shares used to calculate the settlement amount are not fixed, the instrument (or embedded feature) shall still be considered indexed to an entity's own stock if the only variables that could affect the settlement amount would be inputs to the fair value of a fixed-for-fixed forward or option on equity shares.

Further ASC 815-40-15-7E states a fixed-for-fixed forward or option on equity shares has a settlement amount that is equal to the difference between the price of a fixed number of equity shares and a fixed strike price. The fair value inputs of a fixed-for-fixed forward or option on equity shares may include the entity's stock price and additional variables, including all of the following:

a. Strike price of the instrument

b. Term of the instrument

c. Expected dividends or other dilutive activities

d. Stock borrow cost

e. Interest rates

f. Stock price volatility

g. The entity's credit spread

h. The ability to maintain a standard hedge position in the underlying shares.

The Company also considered the example in ASC 815-40-55-33&34 as the terms of the Company’s warrant instrument mirror those of this example.

ASC 815-40-55-33 Entity  A issues warrants that permit the holder to buy 100 shares of its common stock for $10 per share. The warrants have 10-year terms and are exercisable at any time. However, the terms of the warrants specify that (a) if the entity sells shares of its common stock for an amount less than $10 per share, the strike price of the warrants is reduced to equal the issuance price of those shares, and (b) if the entity issues an equity linked financial instrument with a strike price below $10 per share, the strike price of the warrants is reduced to equal the strike price of the newly issued equity-linked financial instrument.

55-34 The warrants are not considered indexed to Entity A's own stock based on the following evaluation:

Step 1: The instruments do not contain an exercise contingency. Proceed to Step 2.

Step 2: The settlement amount would not equal the difference between the fair value of a fixed number of the entity's equity shares and a fixed strike price. The strike price would be adjusted if Company A (a) sells shares of its common stock for an amount less than $10 per share or (b) issues an equity-linked financial instrument with a strike price below $10 per share. Consequently, the settlement amount of the warrants can be affected by (a) future equity offerings undertaken by Company A at the then-current market price of the related shares or (b) the contractual terms of other equity-linked financial instruments issued in a subsequent period. The occurrence of a sale of common stock by the entity at market is not an input to the fair value of a fixed-for-fixed option on equity shares. Similarly, the occurrence of a sale of an equity-linked financial instrument is not an input to the fair value of a fixed-for-fixed option on equity shares, if the transaction was priced at market.

The Series A, B and C warrants as well as the Placement Agent warrants do not meet the criteria in ASC 815-40-15-7D since they have provisions whereby the exercise price of the warrants are adjusted downward as a result of a subsequent issuance of stock below the current exercise price and do not meet the criteria in ASC 815-40-15-7E as  a sale of common stock by the entity at market is not an input to the fair value of a fixed-for-fixed option on equity shares.

Based on this analysis the company concluded that the warrants were not indexed to its own common stock. As such ASC 815-40-15-8A states.  If the instrument does not meet the criteria to be considered indexed to an entity’s own stock as described in paragraphs 815-40-15-5 through 15-8, it shall be classified as a liability or an asset. As such the Series A, B and C warrants as well as the Placement Agent warrants do not meet the requirements for equity treatment and were recorded as liabilities at their respective fair values.

Since the warrants are deemed to be liabilities under ASC 815-40-15-5 through 8, the guidance of ASC 815-40-25-7 through 35 was deemed to be no longer applicable and as such an analysis under that guidance was not required.

If you have any further comments or require any further information or if any questions should arise in connection with this submission, please email me at  jeffrey_wong@novalifestyle.com

Very truly yours,

/s/ Ya Ming Wong

Ya Ming Wong, Chief Executive Officer

Nova LifeStyle, Inc.

cc:           Tawny Lam, President, Nova LifeStyle, Inc.

                Sammy Ho, Chief Financial Officer, Nova LifeStyle, Inc.

Thomas Wardell, Esq.

October 20, 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 October 8, 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 -K for the year ended December 31, 2013

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

1. We have read your response to comment 10 in our letter dated September 12, 2014.
Please revise future filings to disclose the materiality of the transfer pricing adjustment
on your effective tax rate for the periods presented.

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

Note 15 – Stockholders’ Equity, page 18

2. We have read your response to comment 11 in our letter dated September 12, 2014. We
note your analysis provided in Exhibit 1 does not address ASC 815 -40-25. Therefore,
please tell  us what kind of settlement the Series A, Series B, Series C and Placement

Mr. Yuen Ching Ho
Nova LifeStyle , Inc.
October 20, 2014
Page 2

 Agent Warrants issued in connection with the April 14, 2014 Securities Purchase
Agreement requires pursuant to ASC 815 -40-25, i.e., net cash settlement or physical
settlement. Also in that regard, your consideration of the factors in 815 -40-25-7 through
25-35 should be explained. Regarding 815 -40-15-7D, you indicate that the warrants are
not indexed to the Company’s own stock because the strike price is not fixed. Please
address the second part of 15 -7D which states: “ If the instrument's strike price or the
number of shares used to calculate the settlement amount are not fixed, the instrument (or
embedded feature) shall still be considered indexed to an entity's own stock if the only
variables that could affect the settlement amount would be inputs to the fair value of a
fixed -for-fixed forward or option on equity shares.” Paragraph 15 -7E then explains that
the strike price of the instrument is one such fair value input. We may have f urther
comment.

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

CORRESP
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Nova LifeStyle, Inc.

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549-0405

Attn:           Terence O'Brien  Branch Chief

Re:          Nova LifeStyle, Inc.

Form 10-K

Filed March 31, 2014 File No. 1-36259

Dear Mr. O'Brien:

Nova LifeStyle, Inc. (“Nova” or the “Company” and sometimes referred to as “we” or “our”) is filing a response to the SEC Comment Letter, dated September 12, 2014, in connection with complying with the issues and outstanding disclosure items set forth therein. For convenience of reference, we have included, in this response letter, the same caption and paragraph number, as well as the text of the comment, set forth in your Comment Letter followed by our response.

Form 10-K for the year 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 recognized revenues from IKEA for the periods presented.

Response: IKEA has strict standards and processes to choose and qualify its vendors and suppliers.  In order to be qualified as an IKEA supplier, a company must go through a review, inspection and approval process according to IKEA standards which include the supplier’s operating history, manufacturing facility and equipment,  production capacity, raw materials, employee benefits and work safety, environmental protection and compliance with laws and regulations, among other things.  Nova began the discussions with IKEA to become a supplier in 2012.  In order to expedite the qualification process with IKEA, the Company decided to incorporate a new company and construct a new facility/workshop in full compliance with IKEA's special requirements. Therefore, the Company incorporated Ding Nuo, built a manufacturing facility/workshop and leased it to Ding Nuo specifically for engaging in business with IKEA.  In early September 2014, Ding Nuo completed an initial purchase from IKEA.  The purchase was made under a Contract Review Trading Area – Supplier.  Currently, IKEA is in the process to remotely install a Purchase Agreement (the “PUA”) system into Nova’s computer system, so that IKEA will be able to place future orders through the system for Nova to execute.  Installation of the PUA system is expected to be completed this week; once the PUA is installed, the formal purchase order will be reflected in the system and we expect IKEA will place formal orders (every 2-3 weeks) through the system for the following 3 months. If Nova/DingNuo can successfully fulfill these orders (in terms of timing, product quality, delivery and other requirements) for the 3 months orders, then beginning in 2015, IKEA will provide the Company a yearly order plan.  We will disclose the terms of any material agreements/orders in our future filings.

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.

Response: We intended to say the trend of the decline of sales to franchisees selling our branded products in China will reverse itself in the near future. We will revise this disclosure in future filings.

Critical Accounting Policies, page 37

3.

Please revise your disclosure in future filings to disclose 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.

Response: Our sales policy allows for the return of product within the warranty period if the product is defective and the defects are the Company’s fault.  However, the amount for return of products was immaterial in 2013 and 2012.  In 2013 and 2012, we had product return of $56,500 and $32,000, respectively.  Although we provide this product return option to our customers, in practice, our customers tend to use other alternatives to resolve the product quality issues, such as 1) get a discount from the Company for the products with quality issues (the Company incurred these discounts in the amounts of  $111,700 and $46,250 for 2013 and 2012, respectively); 2) receive replacement parts from the Company at no cost (the Company incurred the cost for the replacement parts in the amounts of $16,380 and  $8,660 in 2013 and 2012, respectively).  We will include this disclosure in future filings.

Liquidity 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, please revise future filings, beginning with your September 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 these measures.

Response:  We will revise our future filings, beginning with September 30, 2014 Form 10-Q to quantify accounts receivable turnover, days sales outstanding and inventory turnover, within the discussion of operating cash flows, and explain the significant variance in each of these 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.

Response:  We will revise our future filings to quantify the amount available for borrowing on each of our existing lines of credits as of the balance sheet date, without violating any of the related covenants.

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 confirm 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.

Response:   The framework used by management to evaluate the effectiveness of the registrant’s internal control over financial reporting is COSO internal Control-Integrated Framework 2013.  The Company confirms that management has concluded that internal control over financial reporting as of December 31, 2013 was not effective. Future filings will follow all requirements of Item 308 regarding this subject.

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 nature of his or her contractual or other relationship to you; iii) whether 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.

Response: Jeffery Chuang is the person who assists the Company for the preparation of the Company’s US GAAP consolidated financial statements.  Mr. Chuang is a California licensed CPA  with over 15 years of experience in the public accounting industry doing financial statement audits and reviews, preparing financial statement compilations and related footnote disclosures, and preparing corporate, partnership and personal income tax returns.  Mr. Chuang graduated from California State University, Northridge with a Bachelor of Science in Finance and received his Master of Science in Taxation from Golden Gate University in 2006.   Mr. Chuang has experience in preparing and auditing financial statements in accordance with U.S. GAAP in a variety of industries including manufacturing, wholesale, real estate investments, foods, and professional service companies.  Jeffery Chuang is a partner of Z&C CPAs, LLP which has a service agreement with the Company  and Mr. Chuang helps the Company to prepare the quarterly and annual consolidated financials statements to be included in the reports on Forms 10Q and 10K.  The Company retained another consulting company (Cnergy Risk Consulting (Shanghai) Co., Ltd., which  merged into RSM China Consulting Shanghai in 2013) to evaluate effectiveness of internal control over financial reporting for 2013.  Cnergy Consulting is an independent risk consulting company and focusing its services of Risk Management solutions, Internal Control and Internal Audit, and it has good experiences in serving clients with various backgrounds including large multinational companies, China state-owned enterprises and private companies, some of them are among global 1000 and Fortune 500.

8.

Please tell us how you followed the guidance in Rule 2-01(c)(4) of Regulation 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.

Response: The “US accounting firm’ reference in the risk factor on page 23 is  to Z&C CPAs, LLP.  Jeffery Chuang (described above) is a partner of Z&C, CPAs, LLP and provides non-audit services--US GAAP consulting services to the Company which include compiling and preparing quarterly and annual consolidated financial statements for the Company, bookkeeping for the Company as well as updating the Company information to the Nevada Secretary of State.

9.

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

Response: All of the audit work performed on this engagement is performed by the Company's principal accountant Marcum Bernstein & Pinchuk LLP's full-time permanent employees.

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 position 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.

Response:  In 2013, $109,238 of the $800,778 of increase in gross unrecognized tax benefit in 2013 reflected on page F-14 is related to transfer pricing adjustment between Nova Dongguan and Nova Macao’s intercompany sales. Accordingly, this $109,238 of transfer pricing adjustment is included and reflected in the rate reconciliation on page F-23 as part of the $708,296 of ASC 740-10 Uncertain Tax Position. Internal gross profits were less than third party gross profits in 2013. The issue has been occurring since 2008.

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. Please 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 equity is issued at a later date below the strike price is within the Company’s control.

Response:  Please see attached our analysis as exhibit 1 pursuant to ASC 815-40-15 and ASC 815-40-25 for reclassifying the Series A, B, C and Placement Agent Warrants issued in April 2014 as liabilities.  With the evaluation of settlement provisions under ASC 815-40-15-7C through 815-40-15-7I, the warrants are not considered indexed to Entity’s own stock based on the following evaluation:

If the settlement amount equals the difference between the fair value of a fixed number of the issuer’s equity shares and a fixed monetary amount, then the instrument or embedded component would be considered indexed to the company’s own stock. However, the strike price or the number of shares used to calculate the settlement amount cannot be considered fixed if the terms of the instrument or embedded component allow for any potential adjustment, regardless of the probability of the adjustment being made or whether the issuer can control the adjustment (ASC 815-40-15-7D).

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 subsequent to December 31, 2013 and clarify whether there were any changes in credit terms or revenue recognition policies during these periods. Explain how you determined that your allowance for doubtful accounts was adequate at each of the above dates.

Response:  The amount with aging within 90 days was 73%, 62% and 80% of gross accounts receivable at June 30, 2014, March 31, 2014 and December 31, 2013, respectively, as indicated in the following table.

Filing Period

Gross A/R

Within 90 days A/R

Percentage of 90 days A/R

6/30/2014

33,408,682

24,560,274

73%

3/31/2014

25,475,031

15,695,260

62%

12/31/2013

28,247,886

22,567,479

80%

The accounts receivable aging seems reasonable and consistent with our accounts receivable and collection history.  There were no changes in credit terms or revenue recognition policies during these periods.  The Company’s policy is to maintain an allowance for potential credit losses on accounts receivable, currently the Company reserves allowance for doubtful accounts at 1% of gross accounts receivable.  Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves, and believes to reserve 1% of gross accounts receivable as bad debt allowance is adequate.

The Company acknowledges that the Company is responsible for the adequacy and accuracy of the disclosure in the filing and staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to 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.

If you have any further comments or require any further information or if any questions should arise in connection with this submission, please email me at  jeffrey_wong@novalifestyle.com

Very truly yours,

/s/ Ya Ming Wong

Ya Ming Wong, Chief Executive Officer

Nova LifeStyle, Inc.

cc:           Tawny Lam, President, Nova LifeStyle, Inc.

Sammy Ho, Chief Financial Officer, Nova LifeStyle, I

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

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NOVA LIFESTYLE, INC.

January 11, 2013

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-0405

Re:

Nova Lifestyle, Inc. (Commission File No. 333-180496)
Acceleration Request for Effective Date of Amendment No. 1 to Registration Statement on Form S-1

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Nova Lifestyle, Inc., a Nevada corporation (the “Company”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement and declare such Registration Statement effective at 5:00 p.m. (Washington, DC time) on Tuesday, January 15, 2013, or as soon thereafter as practicable.

In addition, the Company acknowledges 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; and 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.

Should you have any questions regarding this request, please contact Thomas Wardell of McKenna Long & Aldridge LLP at (404) 527-4990.

Best regards,

/s/ Ya Ming Wong

Ya Ming Wong, Chief Executive Officer

cc:

Thomas Wardell

Jeffrey Li

Douglas Eingurt

ATLANTA:5448127.1

November 26 , 2012

Via E -Mail
Thanh H. Lam
President
Nova Lifestyle, Inc.
6541 E. Washington Blvd.
Commerce, California  90040

Re: Nova Lifestyle, Inc.
  Registration Statement on Form S-1
Filed  March 30, 2012
  File No.  333-180496
  Post-Effective Amendment No. 1 to Form S -1
  Filed March 30, 2012
  File No. 333 -177353

Dear Ms. Lam :

We have limited our review of your registration statement s and your response letter dated
October 30 , 2012  to those issues we have addressed in our comment.

General

1. We note your response to comments one, two and three of our letter dated October 10,
2012.  We may have further comments after reviewing the amen dment s.

Please contact Sherry Haywood, Staff Attorney at  (202) 551 -3345  or, in her absence,  me
at (202) 551 -3760  with any questions.

Sincerely,

/s/ Pamela Long

 Pamela Long
Assistant Director

cc: Via E -Mail
 Thomas Wardell, Esq.

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October 30, 2012

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549

Attention:  Ms. Pamela Long

Re:

Nova Lifestyle, Inc.

Registration Statement on Form S-1

Filed March 30, 2012

File No. 333-180496

Post-Effective Amendment No. 1 to Form S-1

Filed March 30, 2012

File No. 333-177353

SEC Comment Letter Dated October 10, 2012

Ladies and Gentlemen:

On behalf of our client, Nova Lifestyle, Inc. (the “Company”), we are responding to the letter to the Company dated October 10, 2012 (the “Comment Letter”) from Pamela Long, Assistant Director, Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”).

Set forth below are the responses to the comments of the Commission staff (the “Staff”).  For ease of reference, each comment contained in the Comment Letter appears directly above the corresponding response.

General

Comment 1.

Please provide updated financial statements and related disclosures to the extent required by Rule 8-08 of Regulation S-X.

United States Securities and Exchange Commission

Page 2

Response:

We will file a post-effective amendment to the Registration Statement on Form S-1 (File No. 333-177353) and a pre-effective amendment to the Registration Statement on Form S-1 (File No. 333-180496) to include updated financial statements and related disclosures to the extent required by Rule 8-08 of Regulation S-X.

Comment 2.

Please file updated auditor consents.

Response:

We will file a post-effective amendment to the Registration Statement on Form S-1 (File No. 333-177353) and a pre-effective amendment to the Registration Statement on Form S-1 (File No. 333-180496) to include new auditor consents.

Selling Shareholders, pages 59 and 60

Comment 3.

We note your response to comment one in our letter dated April 27, 2012, and we reissue the comment. Please amend your registration statements to disclose the extent to which MD Witter Investments LLC, Witter Global Opportunity Fund or New York Global Group have or share dispositive and/or voting control over any of the shares registered for resale. We note that items in the recent press suggest that these companies may be acting together to invest in Chinese companies. If other affiliates of these companies have or share dispositive or voting control over the shares, please disclose this as well. Please also note that where an entity, such as Witter Global Opportunities, Ltd., is identified as a selling shareholder, the registration statement must include disclosure of the persons who have voting or investment control over the company’s securities that the entity owns. The term “security holders” in Item 507 means beneficial holders, not nominee holders or other holders of record. See Questions 140.1 and 140.02 of the Regulation S-K Compliance & Disclosure Interpretations. Therefore, your revised disclosure should identify one or more individuals who have or share voting or investment control over shares held by any entity. Please also confirm that the selling shareholder table in both registration statements identifies all of the persons or entities that have or share dispositive and/or voting control over any shares registered for resale.

United States Securities and Exchange Commission

Page 3

Response:

Pursuant to discussions with representatives of Witter Global Opportunities, Ltd., we have been informed that the information contained in the Registration Statement on Form S-1 (File No. 333-177353) correctly lists Sherry Pryor as holding sole voting and dispositive power over the shares held by Witter Global Opportunities, Ltd.  Ms. Pryor, however, disclaims beneficial interest in such shares, as she has no pecuniary interest in such shares.  We have also been informed, however, that Ms. Tiyani (Sarah) Wei, as the sole investor in Witter Global Opportunities, Ltd., is the actual beneficial owner of the securities held by Witter Global Opportunities, Ltd.  We will revise the Registration Statement to reflect this information.  After due inquiry, the Company confirms that the selling shareholder table in each registration statement identifies all of the persons or entities that have or share dispositive and/or voting control over any shares registered for resale.

* * * *

Should you have further comments or require further information, or if any questions should arise in connection with this submission, please call me at (404) 527-4990.

Very truly yours,

/s/ Thomas Wardell

Thomas Wardell

TW:dse

cc:           Thanh H. Lam

October 10 , 2012

Via E -Mail
Thanh H. Lam
President
Nova Lifestyle, Inc.
6541 E. Washington Blvd.
Commerce, California  90040

Re: Nova Lifestyle, Inc.
  Registration Statement on Form S-1
Filed  March 30, 2012
  File No.  333-180496
  Post-Effective Amendment No. 1 to Form S -1
  Filed March 30, 2012
  File No. 333 -177353

Dear Ms. Lam :

We have limited our review of your registration statement s and your response letter dated
September 17, 2012  to those issues we have addressed in our comments.

General

1. Please provide updated financial statements and related disclosures to the extent required
by Rule 8 -08 of Regulation S -X.

2. Please file update d auditor consent s.

Selling Shareholders, pages 59 and 60

3. We note your response to comment one in our letter dated April 27, 2012, and we reissue
the comment.  Please amend your registration statement s to disclose the extent to which
MD Witter Investments LLC, Witter Global Opportunity Fund or New York Global
Group  have or share dispositive and/or voting cont rol over any of the shares registered
for resale.  We note that items in the recent press suggest that these companies may be
acting together to invest in Chinese companies.  If other affiliates of these companies
have or share dispositive or voting control over the shares, please disclose this as well.
Please also note that where an entity, such as Witter Global Opportunities , Ltd., is
identified as a selling shareholder, the registration statement must include disclosure of
the persons who have voting or investment control over the company’s securities that the
entity owns.  The term “security holders” in Item 507 means benef icial holders, not
nominee holders or other holders of record.    See Questions 140.1 and 140.02 of the

Thanh H. Lam
Nova  Lifestyle, Inc.
October 10 , 2012
Page 2

 Regulation S -K Compliance & Disclosure Interpretations.  Therefore, your revised
disclosure should identify one or more individuals who have or share vo ting or
investment control over shares held by any entity.  Please also confirm that the selling
shareholder table in both registration statements identifies all of the persons or entities
that have or share dispositive and/or voting control over any share s registered for resale.

Please contact Sherry Haywood, Staff Attorney at  (202) 551 -3345  or, in her absence,  me
at (202) 551 -3760  with any questions.

Sincerely,

 /s/ Pamela Long

 Pamela Long
Assistant Director

cc: Via E -Mail
 Thomas Wardell, Esq.

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Albany

Atlanta

Brussels

Denver

Los Angeles

THOMAS WARDELL

(404) 527-4990

www.mckennalong.com

New York

Philadelphia

San Diego

San Francisco

Washington, DC

EMAIL ADDRESS

twardell@mckennalong.com

September 17, 2012

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549

Attention:  Ms. Pamela Long

Re:

Nova Lifestyle, Inc.

Registration Statement on Form S-1

Filed March 30, 2012

File No. 333-180496

Post-Effective Amendment No. 1 to Form S-1

Filed March 30, 2012

File No. 333-177353

SEC Comment Letter Dated April 17, 2012

Ladies and Gentlemen:

On behalf of our client, Nova Lifestyle, Inc. (the “Company”), we are responding to the letter to the Company dated April 17, 2012 (the “Comment Letter”) from Pamela Long, Assistant Director, Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”).

Set forth below are the responses to the comments of the Commission staff (the “Staff”).  For ease of reference, each comment contained in the Comment Letter appears directly above the corresponding response.

Selling Shareholders, pages 59 and 60

Comment 1.

We note items in the recent press suggesting that MD Witter Investments LLC, Witter Global Opportunity Fund and New York Global Group appear to be acting together to invest in Chinese companies. Please disclose the extent to which these entities have or share dispositive and/or voting control over any of the shares registered for resale. We note that Witter Global Opportunities, Ltd. is listed as a selling shareholder in the Post Effective Amendment Number 1 to Form S-1 (333-177353) filed on March 30, 2012. Please also confirm to us that the selling shareholder table in both registration statements identifies all of the persons or entities that have or share dispositive and/or voting control over any shares registered for resale. We may have additional comments after our review of your response.

United States Securities and Exchange Commission

Page 2

Response:

The Company has been informed that Witter Global Opportunities, Ltd., which is listed as a selling shareholder in the Company’s Post-Effective Amendment to Registration Statement on Form S-1 (File No. 333-177353), and its affiliates are in the process of restructuring its holdings with respect to the Company’s shares.  As a result, we are unable to state at this time who has or shares dispositive and/or voting control over the shares issued to Witter Global Opportunities, Ltd. and registered for resale.

To enable the Company to address the above Staff comment, shareholders received a questionnaire to confirm who has dispositive and/or voting control over the shares registered for resale.  With respect to the shareholders listed on Exhibit A hereto, the Company has been able to confirm, on the basis of shareholder responses to the above referenced questionnaires, that the selling shareholder table in both registration statements referenced above identifies all of the persons or entities that have or share dispositive and/or voting control over any shares registered for resale.

With respect to the shareholders listed on Exhibit B hereto, such shareholders have not yet returned completed questionnaires to the Company.  As a result, the only information available to the Company with respect to the dispositive and/or voting control over any shares issued to such shareholders is the information given to the Company in the Purchaser Questionnaires at the time of their initial investment.  These shareholders represented to the Company in the Purchaser Questionnaires and in the Subscription Agreements delivered to the Company in connection with the issuance that such shareholders were acquiring the shares for their own account and not for the account of any other person; however, no information other than that representation was provided with respect to dispositive and/or voting control over the shares.  Accordingly, with respect to the shareholders listed on Exhibit B, the company cannot confirm that the selling shareholder tables in the registration statements identifies all of the persons or entities that have or share dispositive and/or voting control over the shares registered for resale by each such shareholder.

* * * *

United States Securities and Exchange Commission

Page 3

Should you have further comments or require further information, or if any questions should arise in connection with this submission, please call me at (404) 527-4990.

Very truly yours,

/s/ Thomas Wardell

Thomas Wardell

TW:dse

cc:           Thanh H. Lam

United States Securities and Exchange Commission

Page 4

EXHIBIT A

Questionnaires Returned

S-1 Registration No. 333-180496

Chen, Michael

Chen, Wu

Chen, Yanna

Liang, Jinquan

O’Hagan, John Arthur

O’Hagan, Mark Anthony

Tong, Chan Wing

Yang, Yang

Yang, Yu

Ye, HuiYing

Zhang, Baozhu

Zhang, CiCi Yun

S-1 Registration No. 333-177353

Abbatiello, Deborah

Bry, William E. and Barbara J.

Burlington Associates Limited

Chan, Jenny Lien Yip

Chan, Kon Keung

Chan, Tommy

Chen, Lei

Cheng, Man Piu Francis

Finn, Daniel

Flood, Kevin and Regina

Global Investment Alliance Inc.

Grunewald, Markus

United States Securities and Exchange Commission

Page 5

Jiang, Jessica Fumei

Law, Hoi Yat

Lee, Jack

Li, Zhi Ying

Liang, Guo Hong

Liu, Qian

Lo, Chi Nam Benedict

Ma, Li

Mai, Run Ping

Moitoza, Fatima

Pau, Chak Man

Pro Management Consulting, Inc.

Sung, Ming-Hsuan

Tao, Chang-Hwa

Viviani, Albert

Wolfington, J Eustace III

Wong, Kai Man Raymond

Wong, Yat Wing

Wong, Yuen Han Michelle

Wu, Feizhen

Xu, Kean

Yang, Yu

Ye, Hui Ying

Ye, Zhi Hao

Yip, Andy

Yip, Cindy T.

Yu, Sin Chai

Zhang, Baozhu

United States Securities and Exchange Commission

Page 6

EXHIBIT B

No Questionnaires Returned

S-1 Registration No. 333-180496

Christian, Giordano

Cottam, John

Gibbs, David E., Jr.

iNet Global AG

Lau, Kit

Li, Kin Ming

Ramage, Scott

Roberts, Brent

Simpson, Charles H.

Snaith, Roger

Radnor Research & Trading Company*

* Radnor Research & Trading Company, a registered broker-dealer and FINRA member firm that received its warrants as compensation for placement agent services

S-1 Registration No. 333-177353

Colleran, John

Cottam, John

Defilippo, Daniel

Defilippo, Rosina

Ekanem, David

Finn, Thomas and Maureen

Fortino, Terrance

Georgaroudis, Emmanuel

Ghitis, Mark

Ji, Lianfang

Kaziev, Eduard

Kelly, Michael

United States Securities and Exchange Commission

Page 7

Keung, Shu Lee

Klatsky, Michael

Martin Angus Ranch

Palmero, Herman and Nancy

Ramage, Scott

Rhodes, Nicholas

Snaith, Roger

Trewick, Gentel

Wilson, Denis

Witter Global Opportunities, Ltd.**

Harris, Talman***

Scholander, William***

Simpson, Charles Morgan***

** See response above with respect to Witter Global Opportunities, Ltd.

*** As noted in the Registration Statement, each of Talman Harris, William Scholander and Charles Morgan Simpson are registered representative of Radnor Research & Trading Company, a registered broker-dealer and FINRA member firm, from whom they received their warrants as compensation for placement agent services

April 27, 2012
 Via E-Mail

Thanh H. Lam President Nova Lifestyle, Inc.
6541 E. Washington Blvd.
Commerce, California  90040
Re: Nova Lifestyle, Inc.
  Registration Statement on Form S-1
Filed March 30, 2012
  File No. 333-180496   Post-Effective Amendment No. 1 to Form S-1   Filed March 30, 2012   File No. 333-177353

Dear Ms. Lam:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comment.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comment applies 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 re gistration statement and the information you
provide in response to our comment, we may have additional comments.

Selling Shareholders, pages 59 and 60

1. We note items in the recent press suggesti ng that MD Witter Investments LLC, Witter
Global Opportunity Fund and New York Globa l Group appear to be acting together to
invest in Chinese companies.  Please disclose  the extent to which these entities have or
share dispositive and/or voting control over any of the shares registered for resale.  We note that Witter Global Opportuniti es, Ltd. is listed as a sel ling shareholder in the Post
Effective Amendment Number 1 to Form  S-1 (333-177353) filed on March 30, 2012.
Please also confirm to us that the selling sh areholder table in both registration statements
identifies all of the persons or entities that have or share dispositive and/or voting control over any shares registered for resale. We ma y have additional comments after our review
of your response.

Thanh H. Lam Nova Lifestyle, Inc. April 27, 2012 Page 2

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings in clude the information 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 disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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; and

 the company may not assert staff comments a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 or, in her absence, me
at (202) 551-3760 with any questions.
Sincerely,
   /s/ Pamela Long    Pamela Long
Assistant Director
cc: Via E-Mail

 Thomas Wardell, Esq.

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NOVA LIFESTYLE, INC.

April 12, 2012

The United States Securities and Exchange Commission

Washington, DC 20549

Attn: Sherry Haywood

Re:  Counsel for Nova Lifestyle, Inc.

Dear Ms. Haywood:

This will advise you that we have engaged the law firm of McKenna Long & Aldridge LLP to represent us with respect to our U.S. law matters including the securities laws and matters before the Securities and Exchange Commission. McKenna Long & Aldridge LLP replaces Newman & Morrison I..LP. The responsible partner for matters with the SEC is Thomas Wardell. You and others at the Securities and Exchange Commission should feel free to communicate with him or his colleagues at his firm about any and all matters we have with the SEC.

Thank you very much.

September 13, 2011
 Via E-mail

Ms. Tawny Lam President Nova Lifestyle, Inc. 6541 East Washington Blvd. Commerce, CA 90040
Re: Nova Lifestyle, Inc.
 Amendment No. 1 to Current Report on Form 8-K  Filed August 10, 2011
Form 10-Q for the Quarter Ended June 30, 2011 Filed August 15, 2011 File No. 333-163019

Dear Ms. Lam:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ Craig E. Slivka, for

Pamela A. Long Assistant Director

cc:   Via E-mail

Robert Newman, Esq.
 Newman & Morrison LLP

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    novalifestylecorresp090111.htm

NOVA LIFESTYLE, INC.

6451 E. Washington Blvd.

Commerce, CA 90040

(323) 888-9999

September 1, 2011

VIA EDGAR

Pamela Long

Assistant Director

Division of Corporation Finance

Mail Stop 4631

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, DC 20549

Re:     Nova Lifestyle, Inc.

Amendment No. 1 to Current Report on Form 8-K

Filed August 10, 2011

Form 10-Q for the Quarter Ended June 30, 2011

Filed August 15, 2011

File No. 333-163019

Dear Ms. Long:

This letter is in response to the comment letter of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated August 24, 2011, to Nova Lifestyle, Inc. (the “Company”) regarding the above-captioned filings of the Company. Please note that the Staff’s comments are restated below along with the Company’s responses.

Amendment No. 1 to Current Report on Form 8-K filed on August 10, 2011

Business, page 3

Suppliers and Raw Materials, page 11

1.

We note your response to comment 26 of our letter dated July 27, 2011, including your response that you may not be able to pass all increases in raw material costs to your customers in the international markets, but are less susceptible to short-term raw material price swings in China because of rights reserved under your franchise agreements.  In future filings, please include similar disclosure in your Business Section under “Suppliers and Raw Materials” and in your Management’s Discussion and Analysis, as appropriate.

Response:

The Company will include the disclosure in future filings in accordance with the Staff’s comment.

Security Ownership of Certain Beneficial Owners and Management, page 46

2.

We note your response to comment 32 of our letter dated July 27, 2011.  In future filings, please include disclosure that Mr. Wong and Mr. Ho are co-owners of Nova Holdings, similar to the disclosure that you have included for Mr. Jiang and Mr. Liu regarding their ownership of St. Joyal.

Response:

The Company will include the disclosure in future filings in accordance with the Staff’s comment.

Ms. Pamela Long

U.S. Securities and Exchange Commission

September 1, 2011

Page 2 of 4

Description of Securities, page 53

3.

We note your revisions in response to comment 37 of our letter dated July 27, 2011.  We note further that your current disclosure states that the description is a summary of your Articles of Incorporation and Amended and Restated Bylaws.  In future filings, please revise your disclosure to state that the summary includes all material provisions of your common stock.

Response:

The Company will include the disclosure in future filings in accordance with the Staff’s comment.

Form 10-Q for the Quarter Ended June 30, 2011

Net Sales, page 28

4.

In future filings please identify and quantify the product categories that materially impact your results of operations. Refer to Sections 501.04 and .05 of the Financial Reporting Codification for guidance.

Response:

The Company will include the disclosure in future filings in accordance with the Staff’s comment.

Ms. Pamela Long

U.S. Securities and Exchange Commission

September 1, 2011

Page 3 of 4

Cost of Sales, page 29

5.

You disclose that costs of sales consist primarily of material costs, labor costs and related overhead directly attributable to the production of your products.  In future filings please quantify each contributing factor so that an investor can assess the materiality of each contributing factor. Refer to Section 501.04 of the Financial Reporting Codification for guidance.

Response:

The Company will include the disclosure in future filings in accordance with the Staff’s comment.

Controls and Procedures, page 34

6.

With respect to the material weaknesses relating to (1) the failure to timely accrue or amortize expenses and (2) inadequate policies and procedures for inventory, please supplementally tell us the specific steps the company has taken, if any, to remediate these material weaknesses, and please include such disclosure in future filings, as relevant.  Please also clarify what is meant by “subsequent periods” in your statement that the material weaknesses and significant deficiencies were identified in connection with the audit for the year ended December 31, 2010 and “subsequent periods.”  Further, please tell us how you were able to conclude the inventory balances at December 31, 2010, and subsequent periods were fairly stated.

Response:

The Company is in the process of developing and implementing certain remediation steps to address the identified material weaknesses in its internal control over financial reporting. To address our failure to timely accrue or amortize expenses, we have taken or will take the following steps: (i) use pre-numbered shipping and receiving documents; (ii) record insurance premiums expense over the term of the policy, beginning with the next effective date of the insurance policy; and (iii) record transactions when transactions occur instead of when invoices are received. In addition, our accounting department has implemented procedures: (i) to collect information and supporting documents from department managers for services rendered but not paid or invoices not received, with such information accrued accordingly within the current period; and (ii) to start using checklists and internal control schedules to help ensure proper and timely recording of routine payments and assets that need to be amortized each period and the accrual and amortization of expenses. We plan to seek the advice of outside consultants to assist in improving our internal controls and for the design of effective documented financial accounting policies and procedures, in particular those related to implementing and maintaining accurate inventory pricing and valuation. We have started reviewing potential vendors for these services, but we have not yet contracted with any specific vendor. As we implement the above planned measures and continue to evaluate our internal control over financial reporting, we may determine that additional measures are necessary to address these internal control deficiencies.

Ms. Pamela Long

U.S. Securities and Exchange Commission

September 1, 2011

Page 4 of 4

The “subsequent periods” referenced in regards to the material weaknesses in internal control over financial reporting refer to the quarterly periods ended March 31, 2011, and June 30, 2011. Our independent auditors reported to management certain matters involving internal controls that they considered to be reportable conditions and material weaknesses in connection with the audit of Nova Furniture Limited for the year ended December 31, 2010, in connection with the preparation of financial statements of Nova Furniture Limited for the quarterly period ended March 31, 2011, and in connection with the preparation of financial statements of Nova Lifestyle, Inc. for the quarterly period ended June 30, 2011.

Management concluded that the Company’s inventory balances at December 31, 2010, and subsequent periods were fairly stated because, although our policies and procedures for inventory pricing and valuation lacked effective financial documentation, the practical procedures and cost calculation methodology used were in accordance with U.S. GAAP during such periods. Our procurement, logistics, manufacturing and accounting departments each have responsibilities related to inventory management, and the numbers applied in cost calculation at each period were double-checked and confirmed by all the relevant departments. Any material difference in cost calculation during the relevant period, if any, was adjusted through the course of audit under U.S. GAAP and correctly presented in the balance of inventory during such period and at the respective balance sheet date. We employ accountants in the U.S. to assist with the preparation of our financials in accordance with U.S. GAAP and to ensure that all necessary and appropriate adjustments from PRC GAAP to U.S. GAAP have been made. Accordingly, management concluded that the Company’s inventory balances at December 31, 2010, and for the quarterly periods ended March 31, 2011, and June 30, 2011, were fairly stated in the financial statements for the respective periods.

Should you or others have any questions or would like additional information, please contact Robert Newman, Esq., of Newman & Morrison LLP, at (212) 227-7422 or by fax at (212) 202-6055.

Very truly yours,

/s/ Thanh H. Lam

Thanh H. Lam

President

cc: Robert Newman, Newman & Morrison LLP

August 24, 2011

Via E-mail
Ms. Tawny Lam President Nova Lifestyle, Inc. 6541 East Washington Blvd. Commerce, CA 90040
Re: Nova Lifestyle, Inc.
 Amendment No. 1 to Current Report on Form 8-K  Filed August 10, 2011
Form 10-Q for the Quarter Ended June 30, 2011 Filed August 15, 2011 File No. 333-163019

Dear Ms. Lam:
We have reviewed your response letter da ted August 9, 2011 and the above-referenced
filings, and have the following comments.  If yo u disagree, we will consider your explanation as
to why our comments are inapplicable. We may ask you to provide us with supplemental
information so we may better understand your disc losure. After reviewing this information, we
may or may not raise additional comments.             Amendment No. 1 to Current Report  on Form 8-K filed on August 10, 2011

Business, page 3
 Suppliers and Raw Materials, page 11

1. We note your response to comment 26 of our  letter dated July 27, 2011, including your
response that you may not be able to pass al l increases in raw material costs to your
customers in the international markets, but are less susceptible to s hort-term raw material
price swings in China because of rights re served under your franchise agreements.  In
future filings, please include similar disclosu re in your Business Section under “Suppliers
and Raw Materials” and in your Management’s  Discussion and Analysis, as appropriate.
 Security Ownership of Certain Benefi cial Owners and Management, page 46

2. We note your response to comment 32 of our letter dated July 27, 2011.  In future filings,
please include disclosure that Mr. Wong and Mr. Ho are co-owners of Nova Holdings,
similar to the disclosure that you have includ ed for Mr. Jiang and Mr. Liu regarding their
ownership of St. Joyal.

Ms. Tawny Lam Nova Lifestyle, Inc. August 24, 2011 Page 2

Description of Securities, page 53

3. We note your revisions in res ponse to comment 37 of our letter dated July 27, 2011.  We
note further that your current di sclosure states that the desc ription is a summary of your
Articles of Incorporation and Amended and Rest ated Bylaws.  In future filings, please
revise your disclosure to state that the summary includes all material provisions of your
common stock.
 Form 10-Q for the Quarter Ended June 30, 2011

 Net Sales, page 28

4. In future filings please identify and quantify the product categories that materially impact
your results of operations. Refer to Sectio ns 501.04 and .05 of the Financial Reporting
Codification for guidance.

Cost of Sales, page 29

5. You disclose that costs of sale s consist primarily of material costs, labor costs and related
overhead directly attributable to the producti on of your products.  In future filings please
quantify each contributing factor so that an investor can assess the materiality of each
contributing factor.  Refer to Section 501.04 of the Financial Reporting Codification for
guidance.

Controls and Procedures, page 34

6. With respect to the material weaknesses re lating to (1) the failure to timely accrue or
amortize expenses and (2) inadequate polic ies and procedures for inventory, please
supplementally tell us the specific steps the co mpany has taken, if any, to remediate these
material weaknesses, and please include such di sclosure in future filings, as relevant.
Please also clarify what is meant by “subse quent periods” in your statement that the
material weaknesses and significant deficienci es were identified in connection with the
audit for the year ended December 31, 2010 and “subsequent periods.”  Further, please
tell us how you were able to conclude th e inventory balances at December 31, 2010, and
subsequent periods were  fairly stated.

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response. Please furn ish a letter that keys your responses to our
comments and provides any requested supplementa l information.  Detailed response letters
greatly facilitate our review. Please file your response letter on EDGAR.  Please understand that
we may have additional comments after re viewing your responses to our comments.

Ms. Tawny Lam Nova Lifestyle, Inc. August 24, 2011 Page 3

 You may contact Tracey McKoy, Staff A ccountant, at 202-551-3772, or Terence
O’Brien, Accounting Branch Chief, at 202-551- 3355 if you have questions regarding comments
on the financial statements and related matters.  Please contact Erin Jaskot, Staff Attorney, at
202-551-3442, or myself, at 202-551- 3765 with any other questions.

Sincerely,
   /s/ Pamela A. Long
Pamela A. Long Assistant Director
cc:   Robert Newman, Esq. ( via E-mail )
 Newman & Morrison LLP

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NOVA LIFESTYLE, INC.

6451 E. Washington Blvd.

Commerce, CA 90040

(323) 888-9999

August 9, 2011

VIA EDGAR

Pamela Long

Assistant Director

Division of Corporation Finance

Mail Stop 4631

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, DC 20549

Re:

Nova Lifestyle, Inc.

Current Report on Form 8-K

Filed June 30, 2011

File No. 333-163019

Dear Ms. Long:

This letter is in response to the comment letter of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated July 27, 2011, to Nova Lifestyle, Inc. (the “Company”) regarding the above-captioned filing of the Company (the “Original Filing”). Please note that the Staff’s comments are restated below along with the Company’s responses.

Form 8-K filed on June 30, 2011

General

1.

Please amend your Form 8-K to address the comments below.

Response:

The Company has filed Amendment No. 1 to the above-captioned filing (“Amendment No. 1”) to address the comments below.

2.

Please provide the disclosure required by Item 14 of Form 10, Changes in and Disagreements with Accountants on Accounting and Financial Disclosure, relating to your dismissal of Kyle L. Tingle, LLC, on July 13, 2010.  You may identify the Form 8­K in which the required disclosure is included instead of including separate disclosure in this filing. See Item 2.01(f) of Form 8-K.

Response:

On June 30, 2011, the Company filed a Form 8-K disclosing its change in independent accountant to Marcum Bernstein and Pinchuk LLP from Goldman Kurland and Mohidin, LLP, as of June 30, 2011. This concurrent disclosure was filed separate from the Original Filing because of EDGAR limitations on the number of Form 8-K items allowed per individual filing.

The Company has revised the disclosure in accordance with the Staff’s comment. Please see page 56 of Amendment No. 1.

Ms. Pamela Long

U.S. Securities and Exchange Commission

August 9, 2011

Page 2 of 16

Item 1.01 Entry into a Material Definitive Agreement

3.

Please revise your disclosure to name all of the parties to the Share Exchange Agreement and Plan of Reorganization, including the shareholders of Nova Furniture Holdings Limited and St. Joyal and the number of shares received by each shareholder.  See Item 1.01(a)(1) of Form 8-K.

Response:

The Company has revised the disclosure in accordance with the Staff’s comment. Please see page 3 of Amendment No. 1.

Item 2.01 Completion of Acquisition or Disposition of Assets

Our Company, page 4

4.

We note your disclosure that you are a “manufacturer of choice for leading global furniture distributors and large national retailers.”  Please disclose the standard you used to determine that such distributors were “leading global furniture distributors” and how you determined that you were a “manufacturer of choice” for such distributors.  Please revise your disclosure accordingly.

Response:

The Company has revised the disclosure to remove these statements. Please see page 4 of Amendment No. 1.

Our History, page 4

5.

We note your disclosure that St. Joyal is committed pursuant to a shareholder agreement to pay $2.4 million by January 1, 2014 for its 18.75% equity interest in Nova Furniture, and that pursuant to such agreement, it has agreed to help you expand into the U.S. market by establishing show rooms, a logistic center, sales team and a sales network.  Please revise your disclosure to discuss whether (1) St. Joyal has paid any of the $2.4 million to Nova Furniture, and if so, the total amount paid to date; and (2) St. Joyal was considered the beneficial owner of such shares of Nova Furniture prior to its payment of the $2.4 million, and how such shares were treated in connection with the Share Exchange Agreement.

Response:

Pursuant to the Shareholder Agreement dated January 1, 2011 (the “Shareholder Agreement”), by and between Nova Furniture Limited and St. Joyal, St. Joyal was considered the beneficial owner of 1,875 shares of Nova Furniture Limited as of the date of the Shareholder Agreement in exchange for its commitment to pay $2.4 million to Nova Furniture by January 1, 2014. St. Joyal has not paid any amounts due under the Shareholder Agreement as of June 30, 2011, and is not in default of its obligations.

The Company has revised the disclosure in accordance with the Staff’s comment. Please see page 4 of Amendment No. 1.

Ms. Pamela Long

U.S. Securities and Exchange Commission

August 9, 2011

Page 3 of 16

6.

Please revise your structure chart on page five to show the percentage holdings of each of Nova Holdings and St. Joyal.

Response:

The Company issued its common stock pursuant to the Share Exchange Agreement and Plan of Reorganization dated June 30, 2011 (the “Share Exchange Agreement”), to the designee shareholders of Nova Holdings, Messrs. Wong and Ho, and St. Joyal, Messrs. Jiang and Liu, in proportion to their ownership of the respective companies, and not to Nova Holdings and St. Joyal.

The Company has revised the structure chart to show the percentage holdings of such individual shareholders in accordance with the Staff’s comment. Please see page 5 of Amendment No. 1.

Our Products, page 5

7.

We note your use of various industry statistics on pages seven and nine.  Please tell us whether the sources you cite are available to the public for no or nominal fee.  If the reports are not publicly available or if you commissioned the report please either file consents or explain to us why you are not required to do so under Rule 436 of Regulation C and Section 7 of the Securities Act.  To expedite our review, please provide us with copies of each source, clearly marked to highlight the portion or section that contains this information and cross-reference it to the appropriate location in your filing.

Response:

The industry statistics referenced in the Original Filing are from abstracts, press releases and publications that are publicly available online and at no charge. None of the industry statistics or publications cited in the Original Filing were prepared on the Company’s behalf. Copies of each source marked to highlight the referenced information and a cross-reference to the pages of the Original Filing referencing such information are enclosed herewith.

The Company has revised the average GDP growth information for China to show a corrected calculation based on the International Monetary Fund’s “World Economic Outlook Database, April 2011” for the years 2006-2010, which reflect corrected calculations of China’s GDP growth for those years. The source information is enclosed herewith. Please see page 7 of Amendment No. 1.

8.

We note your disclosure on page seven that your sales to consumers in China have been small compared to sales to the U.S. and international markets.  Please provide the percentage of your sales to each market in this section.

Response:

The Company has revised the disclosure in accordance with the Staff’s comment. Please see pages 7 and 9 of Amendment No. 1.

9.

We note that you anticipate launching the Ming Ma, ISOFA and Wo Zhi Bao collections in 2011. Please revise your disclosure to specify when this year you anticipate launching such collections, and whether you already have commitments from customers to purchase such products.

Ms. Pamela Long

U.S. Securities and Exchange Commission

August 9, 2011

Page 4 of 16

Response:

The Company plans to exhibit its Ming Ma, 1SOFA and Wo Zhi Bao brands at the International Famous Furniture Fair in Dongguan, China in September 2011. If market reaction is favorable, the Company anticipates launching the three brands in China during the fourth quarter of 2011 and entering into product franchise agreements with store operators to retail the three brands.

The Company has revised the disclosure in accordance with the Staff’s comment. Please see pages 7, 10 and 12 of Amendment No. 1.

10.

We note your disclosure on page 10 regarding your relationship with St. Joyal.  Please revise your disclosure to explain your relationship with St. Joyal, including its investment in your company.  Please also provide additional disclosure regarding St. Joyal’s “investment and development relationships,” and disclose how St. Joyal plans to help you expand into the U.S. market, including a summary of any services provided by St. Joyal to date.

Response:

The Company has revised the disclosure in accordance with the Staff’s comment. Please see page 10 of Amendment No. 1.

Production, page 11

11.

We note that you plan to expand your facilities and production capacity in 2012.  Please provide additional disclosure regarding such expansion, including the scope of such expansion, the estimated increase in your production capacity and how you plan to finance such expansion. We note your similar disclosure on page 35.

Response:

The Company has revised the disclosure in accordance with the Staff’s comment. Please see pages 11, 17 and 36 of Amendment No. 1.

Customers, page 12

12.

Please file any written agreements with Actona Company A/S and Dongguan Metals and Minerals Import and Export Company as exhibits to the Form 8-K, or explain why you are not required to do so. See Item 601(b)(10)(ii)(B) of Regulation S-K.

Response:

The Company respectfully submits that the supplier agreements with Actona Company A/S (“Actona”) and Dongguan Metals and Minerals Import and Export Company (“Dongguan Metals and Minerals”) are not material to the Company within the meaning of Item 601(b)(10)(ii)(B) of Regulation S-K, which would require their disclosure despite the fact that the contracts were made in the ordinary course of the Company’s business, and therefore are not required to be filed as exhibits. As is standard in the furniture industry, we have entered into renewable supplier agreements with the wholesalers Actona and Dongguan Metals and Minerals that set forth the general order process, labeling and packaging requirements, delivery terms and other supplier requirements common to agreements between trading companies and wholesalers. These supplier agreements do not set forth specific product pricing terms or firm orders for our products, serving instead as general letters of intent. Pricing terms are negotiated separately based on our current product list for the international markets and typically for a period of six to twelve months. Orders for our products by wholesalers such as Actona and Dongguan Metals and Minerals are made in the ordinary course of business and on individual purchase orders, averaging $20,000 to $25,000 per purchase order. The Company typically receives up to 30 purchase orders per week from its customers for the international markets. Accordingly, the Company believes that the written supplier agreements with Actona and Dongguan Metals and Minerals are not required to be filed as exhibits.

Ms. Pamela Long

U.S. Securities and Exchange Commission

August 9, 2011

Page 5 of 16

13.

Please provide the geographic breakdown of sales to your customers as required by Item 101(d) of Regulation S-K.

Response:

The Company respectfully submits that as a “smaller reporting company,” as defined by Item 10(f)(1) of Regulation S-K, it need not provide the geographic breakdown of sales to customers under Item 101(d) of Regulation S-K pursuant to the exception provided smaller reporting companies by Item 101(h) of Regulation S-K. The Company has provided geographical distribution of sales in the notes to its consolidated financial statements, however, and has revised the disclosure in accordance with the Staff’s comment. Please see the response to Comment 8 above and pages 7 and 9 of Amendment No. 1.

Properties, page 17

14.

Please file the leases you reference in this section as exhibits to the Form 8-K, or explain why you are not required to do so. See Item 601(b)(10)(ii)(D) of Regulation S-K.

Response:

The Company respectfully submits that the leases for its offices in the U.S. and Macao are not material to the Company within the meaning of Item 601(b)(10)(ii)(D) of Regulation S-K. The leases for the Company’s offices in the U.S. and Macao currently are immaterial in amount of total rental expense and significance. The Company’s lease in Macao has total rental expense of approximately $1,100 per month, or $13,200 annually. The Company’s lease in Commerce, California, has total rental expense of $2,500 per month, or $30,000 annually. Similar office space is readily obtainable in each of these locations upon termination of the respective leases without significant expense. The Company acknowledges the requirement to file any material leases as exhibits and, as it expands its operations in the U.S. and Macao, the Company affirms its ongoing duty to assess new leases for their materiality.

15.

Please disclose the location of the Nova Museum. See Item 102 of Regulation S-K.

Response:

The Company has revised the disclosure in accordance with the Staff’s comment. Please see page 17 of Amendment No. 1.

Risk Factors, page 17

General

16.

We note that some of your risk factor subheadings merely state facts about your business rather than describing the particular risk that is being discussed:

·

We may not be able to keep pace with competition in our industry, page 19;

·

We face risks associated with managing operations in China, page 21;

·

We may experience material disruptions to our manufacturing operations, page 21;

·

Our bank accounts in China are not insured or protected against loss, page 22; and

·

China’s economic policies could affect our business, page 26.

These are just examples.  Please revise your risk factor subheadings to ensure that they reflect the risk you describe in the text and disclose how this risk relates specifically to your business.

Ms. Pamela Long

U.S. Securities and Exchange Commission

August 9, 2011

Page 6 of 16

Response:

The Company has revised the disclosure in accordance with the Staff’s comment. Please see the “Risk Factors” section beginning on page 18 of Amendment No. 1.

17.

Descriptions of risks that describe circumstances that could apply equally to other businesses that are similarly situated are generic risks that should not be included in your risk factor section. Please either eliminate these generic risks, or revise them to state specific material risks to your company. For example, we note that the following risk factors appear to contain generic disclosures:

·

Changes in economic conditions could adversely affect demand . . ., page 17;

·

We may need additional capital to execute our business plan . . ., page 20;

·

China’s economic policies could affect our business, page 26;

·

The PRC government has introduced certain policy and regulatory measures to control the rapid increase in housing prices . . . , page 26;

·

If relations between the U.S. and China worse . . ., page 27;

·

The nature and application of many laws in China . . ., page 27;

·

Tax laws and regulations in China are subject to substantial revision . . ., page 30.

These are just examples.  Please review your risk factors and revise accordingly.

Response:

The Company has revised the disclosure in accordance with the Staff’s comment. Please see the “Risk Factors” section beginning on page 18 of Amendment No. 1.

18.

Please add a risk factor disclosing the material risks, if any, relating to the State Intellectual Property Office of the PRC’s pending approval of the intellectual property ownership transfer from Mr. Wong to Nova Dongguan.

Response:

The Company has revised the disclosure in accordance with the Staff’s comment. Please see page 24 of Amendment No. 1.

Ms. Pamela Long

U.S. Securities and Exchange Commission

August 9, 2011

Page 7 of 16

Our accounts receivable remain outstanding . . ., page 21

19.

Please disclose the total amount of accounts receivable, including a breakdown of the number of days past due for such acco

July 27, 2011

Via E-mail

Ms. Tawny Lam President Nova Lifestyle, Inc. 6541 East Washington Blvd. Commerce, CA 90040
Re: Nova Lifestyle, Inc.
 Current Report on Form 8-K  Filed June 30, 2011
File No. 333-163019

Dear Ms. Lam:
 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 advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Form 8-K filed on June 30, 2011

General
1. Please amend your Form 8-K to address the comments below.
2. Please provide the disclosure  required by Item 14 of Form 10, Changes in and
Disagreements with Accountants on Accounti ng and Financial Disclosure, relating to
your dismissal of Kyle L. Tingle, LLC, on July 13, 2010.  You may identify the Form 8-
K in which the required disclosu re is included instead of incl uding separate disclosure in
this filing.  See  Item 2.01(f) of Form 8-K.

Ms. Tawny Lam Nova Lifestyle, Inc. July 27, 2011 Page 2

 Item 1.01 Entry into a Material Definitive Agreement

3. Please revise your disclosure to name all of the parties to the Share Exchange Agreement
and Plan of Reorganization, in cluding the shareholders of  Nova Furniture Holdings
Limited and St. Joyal and the number of sh ares received by each shareholder.  See  Item
1.01(a)(1) of Form 8-K.
 Item 2.01 Completion of Acquisition or Disposition of Assets

 Our Company, page 4

4. We note your disclosure that you are a “ma nufacturer of choice for leading global
furniture distributors and large national retail ers.”  Please disclose the standard you used
to determine that such distri butors were “leading global fu rniture distributors” and how
you determined that you were a “manufacturer of choice” for such distributors.  Please revise your disclosu re accordingly.

Our History, page 4

5. We note your disclosure that St. Joyal is committed pursuant to a shareholder agreement
to pay $2.4 million by January 1, 2014 for its 18.75% equity interest in Nova Furniture,
and that pursuant to such agreement, it ha s agreed to help you expand into the U.S.
market by establishing show rooms, a logistic  center, sales team and a sales network.
Please revise your disclosure to discuss wh ether (1) St. Joyal has paid any of the $2.4
million to Nova Furniture, and if so, the tota l amount paid to date; and (2) St. Joyal was
considered the beneficial owner of such shares  of Nova Furniture prior to its payment of
the $2.4 million, and how such shares were treated in connection with the Share Exchange Agreement.

6. Please revise your structure chart on page five to show the percentage  holdings of each of
Nova Holdings and St. Joyal.

Our Products, page 5

7. We note your use of various industry statistics  on pages seven and nine.  Please tell us
whether the sources you cite are available to the public for no or nominal fee.  If the
reports are not publicly available or if you commissioned the report please either file
consents or explain to us w hy you are not required to do so under Rule 436 of Regulation
C and Section 7 of the Securitie s Act.  To expedite our review, please provide us with
copies of each source, clearly marked to highlig ht the portion or secti on that contains this
information and cross-reference it to th e appropriate location in your filing.

Ms. Tawny Lam Nova Lifestyle, Inc. July 27, 2011 Page 3

 8. We note your disclosure on page seven that you r sales to consumers in China have been
small compared to sales to the U.S. and international markets.  Please provide the
percentage of your sales to each market in this section.

9. We note that you anticipate launching the Mi ng Ma, ISOFA and Wo Zhi Bao collections
in 2011.  Please revise your disclosure to sp ecify when this year you anticipate launching
such collections, and whether you already have  commitments from customers to purchase
such products.

10. We note your disclosure on page 10 regarding yo ur relationship with St. Joyal.  Please
revise your disclosure to explain your relationship with St . Joyal, including its investment
in your company.  Please also provide addi tional disclosure regarding St. Joyal’s
“investment and development relationships,” an d disclose how St. Joyal plans to help you
expand into the U.S. market, including a summ ary of any services provided by St. Joyal
to date.
 Production, page 11

11. We note that you plan to expand your facili ties and production cap acity in 2012.  Please
provide additional disclosure regarding such expansion, including the scope of such
expansion, the estimated increase in your  production capacity and how you plan to
finance such expansion.  We note your similar disclosure on page 35.

Customers, page 12

12. Please file any written agreements with Actona Company A/S and Dongguan Metals and
Minerals Import and Export Company as exhibi ts to the Form 8-K, or explain why you
are not required to do so.  See  Item 601(b)(10)(ii)(B ) of Regulation S-K.

13. Please provide the geographic breakdown of sales to your customers as required by Item
101(d) of Regulation S-K.

Properties, page 17

14. Please file the leases you reference in this sect ion as exhibits to the Form 8-K, or explain
why you are not required to do so.  See  Item 601(b)(10)(ii)(D) of Regulation S-K.

15. Please disclose the location of the Nova Museum.  See  Item 102 of Regulation S-K.

Ms. Tawny Lam Nova Lifestyle, Inc. July 27, 2011 Page 4

 Risk Factors, page 17

 General

16. We note that some of your risk factor subh eadings merely state facts about your business
rather than describing the particular  risk that is being discussed:

 We may not be able to keep pace with competition in our industry, page 19;

 We face risks associated with managing operations in China, page 21;

 We may experience material disruptions  to our manufacturing operations, page
21;

 Our bank accounts in China are not insured or protected against loss, page 22; and

 China’s economic policies could a ffect our business, page 26.

These are just examples.  Please revise your ri sk factor subheadings to ensure that they
reflect the risk you describe in the text and disclose how this  risk relates specifically to
your business.

17.  Descriptions of risks that describe circ umstances that could apply equally to other
businesses that are similarly situated are gene ric risks that should not  be included in your
risk factor section. Please eith er eliminate these generic risk s, or revise them to state
specific material risks to your company. For example, we note that the following risk
factors appear to contain generic disclosures:
 Changes in economic conditions could a dversely affect demand . . ., page 17;

 We may need additional capital to execu te our business plan . . ., page 20;

 China’s economic policies could a ffect our business, page 26;

 The PRC government has introduced certain  policy and regulatory measures to
control the rapid increase in hous ing prices . . . , page 26;

 If relations between the U.S. and China worse . . ., page 27;

 The nature and application of ma ny laws in China . . ., page 27;

 Tax laws and regulations in China are subj ect to substantial revision . . ., page 30.

These are just examples.  Please review your risk factors and revise accordingly.

Ms. Tawny Lam Nova Lifestyle, Inc. July 27, 2011 Page 5

18. Please add a risk factor disc losing the material risks, if  any, relating to the State
Intellectual Property Office of the PRC’s pe nding approval of the intellectual property
ownership transfer from Mr. Wong to Nova Dongguan.
 Our accounts receivable remain outstanding . . ., page 21

19. Please disclose the total amount of accounts receivable, including a breakdown of the
number of days past due for such accounts.  In particular, we note the data you provide
on page 43.

We may not be able to obtain regulator y approval for our products . . ., page 22

20. Please disclose whether there are any regulator y approvals that are currently pending or
that you still need to obtain to conduct your business.

If we fail to satisfy our additio nal capital contribution requirements to Nova Dongguan . . ., page
29

21. We note that you are required to contribute $9.1 million as a capital contribution to Nova
Dongguan by November 2011.  Please prominentl y disclose this requirement in your
Business section.  Please disclose how you anticipate funding such requirement,
including any specific financi ng activities you anticipate und ertaking.  Further, please
disclose in both the risk factor subheading and your Business section the impact of failing
to make such capital contribution, includi ng an estimate of any penalty you may be
required to pay, and the fact that your bus iness license may be revoked.  We note your
related disclosure on page 44.
 Future sales of shares of our  common stock . . ., page 32

22. We note your statement that the lockup period fo r certain shareholders  is generally three
years from the date the company becomes lis ted on a national securities exchange.  We
note that this period appears to be substant ially longer than many of the typical lockup
periods.  Please advise as to how you determin ed that the general lo ckup period is three
years, including whether you plan to impose such a lockup period following any listing
on a national securities exchange.
 Provisions in our Amended and Re stated Bylaws could make it very difficult for you to bring
any legal actions . . ., page 34

23. We note your disclosure that your director s and officers will have no liability for
breaches of their fiduciary duty of care as a director or officer, except in limited
circumstances.  Please revise your disclosure to discuss whet her this is co nsistent with
Nevada law.

Ms. Tawny Lam Nova Lifestyle, Inc. July 27, 2011 Page 6

Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
34
 General

24. Please provide a discussion of the business reasons for changes in the various line items,
and in cases where there is more than one business reason for the change, please quantify
the incremental impact of each individual bus iness reason on the overall change in the
line item.  For example, on page 40, you note th at a number of factors contributed to the
loss in net sales, such as Chinese New Year, changes in your sales and marketing
strategy, and cancellation of cer tain contracts, but you do not quantify the effects of these
various factors.  Similarly, on page 41, you note that the increase in net sales was
primarily due to sales to your franchise ne twork, however you do not disclose the other
business reasons for the 33% increase in sa les or whether there were any offsetting
amounts.   See  Item 303 of Regulation S-K and SEC Release No. 33-8350.
 Results of Operations: Comparison of Three Months Ended March 31, 2011 and 2010, page 39

 Net Sales, page 40

25. Please revise to expand your discussion of the su bstantial drop in sales in the first quarter
to fully address the underlying reason s for the change.  For example:

 Quantify the impact from each of the different reasons given.

 Explain how the Chinese New Year vacati on in the current period differed from
the first quarter of 2010.

 Provide more analysis of how the vacati on impacted the quantities sold, including
how you managed your inventory to antic ipate the vacation, whether pent up
demand resulted in an increase in sales following the vacation, the reasons inventory increased overall in  the first quarter, etc.

 Provide specific, detailed information of th e canceled contracts to give an investor
a clear understanding of the potential and expected impact to future operations.

Gross profit, page 42

26. You disclose on page 42 that you expect gros s margin to increase in  future periods, in
part, because more of the increased raw materials costs will be passed through to
customers.  Please provide a discussion of how you plan to pass raw material increases to
customers.

Ms. Tawny Lam Nova Lifestyle, Inc. July 27, 2011 Page 7

 Liquidity and Capital Resources, page 42

27. Please describe your material commitments for capital expenditures as of the end of the
latest fiscal period, and i ndicate the general purpose of such commitments and the
anticipated source of funds needed to fulfill such commitments.  See  Item 303(a)(2)(i) of
Regulation S-K.
28. Please elaborate on your internal and external sources of liquidity, and your ability to
generate adequate cash to meet your needs for cash, both on a short–term and long-term
basis.

29. You disclose in the risk fact or section on page 29 that you are required to contribute $9.1
million as additional contribution of capital to Nova Dongguan by November 2011.  You disclose on page 44 that you plan to fund the remaining registered capital requirement of
Nova Dongguan through fina ncing activities.  Paragr aph (A)(1) of Item 303 of
Regulation S-K requires that you id entify any known events that will result in or that are
reasonably likely to result in your liquidity in creasing or decreasing in  any material way.
Please revise your filing to fully describe  the financing activities (i.e. bank loan,
public/private equity/debt offering, etc.) so that  an investor can assess the future impact
to your operations and liquidity as a result  of your intended financing activities.

You further disclose on page 29 that if you are unable to fund the remaining $9.1 million in additional contribution of capital by November 16, 2011, you may apply to the
relevant PRC government agencies for an exte nsion or reduction of th e registered capital
requirement and if the shareholders are unable to complete the capital contribution within
the grace period, the foreign- invested enterprise may a pply to the relevant PRC
government agencies for a reduction of the regi stered capital requirement.   Please revise
your liquidity analysis to disclose that if the reduction of the registered capital
requirement is not approved and the capital contribution remains incomplete, the foreign-
invested enterprise may be required to pa y a penalty and its bu siness license may be
revoked by the PRC government and quantify such  penalties.  Your disclosure should
also disclose any other known consequen ces of failing to fund the $9.1 million.

Please revise your liquidity analysis to disclo se that until the above contribution of capital
is satisfied, the foreign-invest ed enterprise is not allowed to repatriate profits to its
shareholders, unless otherwise approved by the SAFE and if you fail to satisfy your
additional capital contribution requirements, you may not be able to repatriate profits or
dividends.  Your disclosure should also address the impact to your operations and
liquidity as it relates to this matter.

Please review all obligations and amend your di sclosure as applicable  to provide a robust
discussion of key obligations that will have a material impact to your current and future
operations and liquidity.  Refer to Sections  501.03, .04 and .13 of the Financial Reporting
Codification for guidance.

Ms. Tawny Lam Nova Lifestyle, Inc. July 27, 2011 Page 8

 30. Accounts receivable is 63% of total assets as of March 31, 2011, and, compared to the
reduced level of sales in the first quarter, represents approximately 111 days of sales, a
substantial increase from prior periods.  Pleas e revise to provide a robust discussion of
the underlying reasons for this change.  This d

CORRESP
1
filename1.htm

    stevenscorresp010710.htm

    STEVENS
RESOURCES, INC.

    1818
West Francis, Ste. 196

    Spokane,
WA 99208

    January
7, 2010

    To:         Security
and Exchange Commission

    Division
of Corporate Finance

    100 F
Street, N.E.

    Attention:  Parker Morrill

    Washington
D.C. 20549

    Phone
(202) 551-3696

    Fax      (703)
813-6982

    From:  Stevens
Resources, Inc.

    File
Number 333-163019

    RE:  Request for
Acceleration of the Effective Date.

    Stevens
Resources, Inc. (“the Company”) hereby requests for the acceleration of the
Registration Statement filed on Form S-1 on November 10, 2009 with an Amendment
filed thereto on December 16, 2009 by the Company with the Security and Exchange
Commission (Commission”) via EDGAR. The Company request’s the Commission to deem
the Registration Statement effective by 11:00 A.M. EST January 12, 2010 or soon
thereafter if practical.  In lieu of this request the registrant
acknowledges their obligations under the Securities Act of 1933 and the
Securities Exchange Act of 1934.

    Stevens
Resources, Inc. further acknowledges that should the Commission or staff, acting
pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking action with respect to the
filing.  Moreover, 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 adequacy and accuracy of
the disclosure in the filing.  Finally, the Company acknowledges it
may not assert the declaration of the effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

    Sincerely,

    /s/ Justin
Miller

         Justin
Miller

         President/Director

         Stevens
Resources, Inc.

        1

CORRESP
1
filename1.htm

    stevenscorresp010410.htm

      STEVENS
RESOURCES, INC.

      Security
and Exchange Commission

      Division
of Corporate Finance

      100 F
Street, N.E.

      Washington
D.C. 20549-4628

      January
4,
2010

      Re:      Stevens Resources,
Inc.

      Registration Statement Form
S-1

      File
Number 333-163019

      Filed:
November 10, 2009, as amended December 16, 2009

      Attention:      Mr. Parker
Morrill

      Phone (202) 551-3696

      Fax     (703)
813-6982

      Stevens
Resources, Inc. (the “Company”) has received your comments dated December 31,
2009 regarding the Form S-1/A filed on December 16, 2009. The following document
as prepared by the Company describes the general action(s) to be taken regarding
the comment made by the Commission.

      Form S-1

      Plan of Operations, page
27

        1.
The following Risk Factor will be added under Risk Factors, page 12 as
follows:

      RISKS ASSOCIATED WITH THIS
OFFERING:

      If
the Company is unsuccessful in raising the full $100,000 from this offering we
would be required to limit are exploration plans, which in turn would reduce the
potential for success in discovering metals on the property and increase the
likelihood of our business to fail.

      If the
Company is unsuccessful in raising the full $100,000 from the offering we would
be required to limit Phase I exploration by reducing the number of samples we
take.  Potential investors must be aware that any decrease in sampling
and/or prospecting will reduce the potential for success in discovering metals
on the property and consequently increase the likelihood of our business to
fail.  If we are unsuccessful with the Phase I exploration program any
investment made into the Company would be lost in its entirety.

      Sincerely,

      /s/Justin
Miller

      Justin
Miller

      Chief
Executive Officer

      Stevens
Resources, Inc.

            1818
West Francis, Ste. 196

            Spokane,
Washington 99205

          1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

       DIVISION OF
CORPORATION FINANCE

December 31, 2009
 Justin Miller President, Director Stevens Resources, Inc. 1818 West Francis, Ste. 196 Spokane, Washington 99205

Re: Stevens Resources, Inc.
 Form S-1  Filed November 10, 2009, as amended December 16, 2009
  File No. 333-163019
Dear Mr. Miller:

We have reviewed your amended filing and have the following comments.
Where indicated, we think you should revise  your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form S-1

 Plan of Operations, page 27

1. We note your response to prior comment 6.  Please provide a risk factor that
includes the warnings you have disclosed regarding the effects of not raising the
full amount of the offering.

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish

Justin Miller
Stevens Resources, Inc. December 31, 2009 Page 2  a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letter s greatly facilitate
our review.  Please understand that we may have additional commen ts after reviewing
your amendment and responses to our comments.   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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ 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 to 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 secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     Please contact Parker Morrill at (202) 551-3696 or, in his absence, me at (202)
551-3745 with any questions.
 Sincerely,

H. Roger Schwall Assistant Director
 cc: via Facsimile
:
Timothy S. Orr  (509) 769-0303

CORRESP
1
filename1.htm

    stevenscorresp121609.htm

    STEVENS
RESOURCES, INC.

    Security
and Exchange Commission

    Division
of Corporate Finance

    100 F
Street, N.E.

    Washington
D.C. 20549-4628

                                                                                                                                   December
16, 2009

    Re:                       Stevens Resources,
Inc.

    Registration Statement Form
S-1

    File
Number 333-163019

    Filed:
November 10, 2009

    Attention:              Mr.
Parker Morrill

    Phone (202) 551-3696

    Fax     (703)
813-6982

    Stevens
Resources, Inc. (the “Company”) has received your comments dated December 4,
2009 regarding the Form S-1 filed on November 10, 2009. The following document
as prepared by the Company describes the general action(s) taken regarding each
comment made by the Commission. The following numbers herein are referenced to
the comment number provided on the document sent by the Commission.

    Financial Statements, page
24

    Report of Independent
Registered Public Accounting Firm, page F-1

    1.           The
revised report provided by the accountant reflecting the appropriate period of
financial results is included in the amended S-1.

    Statement of Operations,
page F-3 and Statement of Cash Flows, page F-5

    2.           The
financial statements (statement of operations and statement of cash flows) have
been modified to include the required “cumulative from inception” columnar
information.

    Notes to Financial
Statements, page F-6

    General

    3.           Notes
to the Financial Statements within the S-1 have been amended to reflect the
revised references to accounting standards.

    Note 7-Prepaid Expenses,
page F-12

    4.           Jameson
Capital, LLC was issued 100,000 shares with a value of $0.02 per share ($2,000)
on September 30, 2009 for the service of providing consultation in completion of
the registration statement filed on Form S-1 including any amendments as
required thereto.  At September 30, 2009 there was no services
performed.  As of the date of this document the consultant has
provided services relating to the S-1 filed on November 10, 2009 as well as has
provided services relating to the amendment detailed herein.

          1818
West Francis, Ste. 196

          Spokane,
Washington 99205

        1

          STEVENS
RESOURCES, INC.

    Management’s Discussion and
Analysis, page 25

    Plan of Operations, page
26

    5.           Caption
headings have been added to the Tables describing estimated costs for both Phase
I and Phase II, indicating the projected level of shares sold to anticipated
costs or expenditures.

    6.           Statement
of Operations section has been modified to better disclose the effects of not
raising the full amount of the offering.

    Contractual Obligations,
page 32

    7.           Table
has been added to this section disclosing the Option Agreement the Company
currently has in place with American Mining Company (as was filed as exhibit
10.1 to the registration statement).

    Purchase of Equity
Securities by the Small Business Issuer and Affiliates, page
34

    8.           This
section has been modified to reflect the share purchased by Mr. Miller on
September 28, 2009.

    Certain Relationships and
Related Transactions, page 34

    9.           The
phrase indicating there are no promoters has been removed from the registration
statement.

    10.           The
100,000 shares issued to Jameson Capital, LLC has been recorded as issued for a
value of $2,000 for services rendered throughout the document for services
rendered in completion of the registration statement and within the financial
statements as well.  No services were rendered by the consultant as of
September 30, 2009.  As of the date of the filing of the 1st
amendment to the registration statement services have been rendered by the
consultant.

    Undertakings, page
II-3

    11.           Undertakings
have been modified to exact form under Regulation S-K Item 512.

    Exhibits

    12.           It
is the understanding that the certifications required by Regulation S-K, Item
601(31) for Securities Act Form S-1 is not applicable.  Please advise
if we are misunderstanding the comment and provide further details so we may
address the issue if needed.

    Sincerely,

    /s/Justin
Miller________

    Justin
Miller

    Chief
Executive Officer

    Stevens
Resources, Inc.

          1818
West Francis, Ste. 196

          Spokane,
Washington 99205

        2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

       DIVISION OF
CORPORATION FINANCE

 December 4, 2009

Via U.S. Mail

Mr. Justin Miller President, Director Stevens Resources, Inc. 1818 West Francis, Ste. 196 Spokane, Washington 99205

Re: Stevens Resources, Inc.
 Form S-1  Filed November 10, 2009
  File No. 333-16
Dear Mr. Miller:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form S-1

Financial Statements, page 24

Report of Independent Registered Public Accounting Firm, page F-1
1. In the third (opinion) paragraph of your accountant’s report, the period that is
referenced for the results of your operations on which he opines does not agree with the corresponding period stated in  the first paragraph, nor with the
corresponding financial statements included in your filing.  Accordingly, please

Justin Miller
Stevens Resources, Inc. December 4, 2009 Page 2
obtain from your accountant a revised report that reflects the appropriate period of
your financial results on which he is opining, that is, for the period September 9,
2009 (inception) through September 30, 2009, and include it in an amended filing.

Statement of Operations, page F-3 and Statement of Cash Flows, page F-5

2. We note you concluded you are currently a “development-stage enterprise” and
report your financial position and results as such.  Please amend your filing to
fully comply with the corresponding reporting requirements of FASB ASC 915-
225-45-1 and FASB ASC 915-230-45-1 to your statement of operations and
statement of cash flows, respectively, to include the required “cumulative from
inception” columnar information.
Notes to Financial Statements, page F-6

 General

3. Please note that the FASB Accounting Standards Codification (FASB ASC 105)
became effective on September 15, 2009 .  As a result, all non-SEC accounting
and financial reporting standards have been  superseded.  Please amend your filing
to reflect revised references to  accounting standards accordingly.

Note 7 – Prepaid Expenses, page F-9
4. You state that the value you ascribed to the 100,000 shares  issued to a consultant
was “considered to be prepaid as of the ba lance sheet date as services had yet to
be performed.”  However, on page 17 of  your filing you state, “Jameson Capital,
LLC was issued 100,000 shares in lieu of services rendered in September 2009 .”
[Emphasis added.]  Please tell us what se rvices this consultant provided before
and after September 30, 2009 and the value ascr ibed to each aspect of the services
provided in those separate periods.  Add itionally, if necessary, please revise your
financial statements and related disclosure s, to eliminate any inconsistencies that
you conclude exist between these di sclosures, as well as corresponding
disclosures on pages 29 and II-2 of your filing.
Management’s Discussion and Analysis, page 25

 Plan of Operations, page 26

5. We note your disclosure of the portion of  anticipated proceeds that you intend to
use for the estimated costs associated w ith Phase I and Phas e II of your initial
exploration program.  Please re vise your disclosure to also include the caption
headings over each column that correspond to the projected level of shares sold,

Justin Miller
Stevens Resources, Inc. December 4, 2009 Page 3
similar to that presented in the corresponding disclosure  presented under "Use of
Proceeds," on page 14.
6. For each scenario where less than the full amount of proceeds is raised, please discuss the effects of rais ing that amount of money from the offering.  Explain
what costs will be cut and what limitations this may present on completing the planned sampling, prospecting, and mapping.
 Contractual Obligations, page 31

7. Please provide this information in a tabl e as explained in Regulation S-K, Item
303(a)(5).
 Purchases of Equity Securities by the Sma ll Business Issuer and Affiliates, page 23

8. Your statement that there “were no purchase s” appears inconsistent with the fact
that Mr. Miller acquired shares in September 2009.  Please revise or advise.

Certain Relationships and Re lated Transactions, page 33

9. As Mr. Miller is in fact a promoter, dele te the phrase “[t]here are no promoters
being used in relation with this offering.”
10. You state in your disclosure, “Stevens  issued 100,000 restricted shares of
common stock to Jameson Capital, LLC  for $1,000 of services. Value was
determined as an arm’s length transa ction between non-related parties.”
However, this amount differs from your corresponding disclo sure on page 8, in
which you state the 100,000 shares of common stock had an estimated value of
$2,000 for services relating to the offering.  Additionally, we note that it appears
you recorded only $200 of “prepaid expens es” in your financial statements for
this same transaction.  Please reconc ile for us the differences among these
disclosures and, if necessary, revise  your disclosures to eliminate any
inconsistencies.  Further, please tell us the basis upon which you determined the amount you ascribed to the common stock issued, and how you determined it to
be commensurate with the value of the services you expect  to be rendered,
relating to this offering.
 Undertakings, page II-3

11. Please provide undertakings in the exact form requi red under Regulation S-K,
Item 512.

Justin Miller
Stevens Resources, Inc. December 4, 2009 Page 4  Exhibits

12. Please provide the certifications required by Regulation S-K, Item 601(31).
 Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letter s greatly facilitate
our review.  Please understand that we may have additional commen ts after reviewing
your amendment and responses to our comments.   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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ 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 to the filing; and
 ‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Justin Miller
Stevens Resources, Inc. December 4, 2009 Page 5
You may contact Donald Delaney at ( 202) 551-3863 or Chris White at (202) 551-
3461 if you have questions regarding the acc ounting comments.  You may contact Ron
Winfrey, Petroleum Engineer, at (202) 551-3704 with questions about engineering
comments.  Please contact Parker Morrill at  (202) 551-3696 or, in his absence, me at
(202) 551-3745 with any other questions.
 Sincerely,

H. Roger Schwall Assistant Director
 cc: Timothy S. Orr
via facsimile: (509) 769-0303