Note 15 - Stockholders' Equity

9 Months Ended

Sep. 30, 2011

Stockholders' Equity Note Disclosure [Text Block]

Note 15 - Stockholders’ Equity

Private Placement in August 2011

On August 18, 2011, the Company completed a private placement pursuant to which it sold 2,998,267 units, each such unit consisting of 1 share of its common stock and a warrant to purchase 15% of 1 share of its common stock, at $1.50 per unit for $4.5 million (net proceeds of $3.86 million). The warrants are immediately exercisable, expire on the third anniversary of their issuance and entitle the holders to purchase 449,740 shares of the Company’s common stock at $2.00 per share. The Company may call the warrants at $4.00 per share at any time after: (i) a registration statement registering the common stock underlying the warrants becomes effective; (ii) the common stock is listed on a national securities exchange; and (iii) the closing price of the common stock equals or exceeds $4.00. The Company paid the placement agent in the private placement commissions consisting of $449,740 and warrants, having the same terms and conditions as the warrants issued in the private placement, to purchase 449,740 shares of our common stock.

The warrants issued in this private placement are exercisable for a fixed number of shares, solely redeemable by the Company and not redeemable by the warrant holders. Accordingly, these warrants are classified as equity instruments. The Company accounted for the warrants issued in the private placement based on the fair value method under ASC Topic 505, and the fair value of the warrants was calculated using the Black-Scholes model under the following assumptions: estimated life of 3 years, volatility of 69%, risk-free interest rate of 0.33% and dividend yield of 0%. No estimate of forfeitures was made as the Company has a short history of granting options and warrants. The fair value of the warrants issued to investors at grant date was $178,077, and the fair value of the warrants issued to the placement agent at grant date was $178,077.

Following is a summary of the warrant activity:

	Number of Shares		Average Exercise Price per Share		Weighted Average Remaining Contractual Term in Years
Granted		899,480	$	2.00		2.88
Exercised		-		-		-
Forfeited		-		-		-
Expired		-		-		-
Outstanding at September 30, 2011		899,480	$	2.00		2.88
Exercisable at September 30, 2011		899,480	$	2.00		2.88

Contribution by Shareholders

On January 3, 2011, Nova Furniture issued 9,998 shares, of which 8,123 shares were issued to Nova Holdings and 1,875 shares were issued to St. Joyal. Following this issuance, Nova Holdings held 81.25% and St. Joyal held 18.75% of the equity interests in Nova Furniture. Pursuant to a shareholder agreement, St. Joyal is committed to pay $2.4 million by January 1, 2014, in exchange for its 18.75% equity interest in Nova Furniture. As of September 30, 2011, St. Joyal has paid $0.45 million to the Company and $1.95 million remains outstanding.

Dividend declared and paid

Nova Furniture, prior to its reverse merger with Nova Lifestyle, declared and paid dividends of $0 and $712,370 to its shareholders from Nova Macao’s net income for the nine months ended September 30, 2011 and 2010, respectively.