novalifestyle-corresp091712.htm

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