10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 011-36259

NOVA LIFESTYLE, INC.

(Exact name of registrant as specified in its charter)

Nevada	90-0746568
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

6565 E. Washington Blvd. Commerce, CA	90040
(Address of principal executive offices)	(Zip Code)

(323) 888-9999

(Registrant’s telephone number, including area code)

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.

YES  ☒    NO  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).YES  ☒    NO  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES  ☐   NO  ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 27,506,990 shares of common stock outstanding as of May 10, 2018.

Nova Lifestyle, Inc.

Table of Contents

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of March 31, 2018 (unaudited) and December 31, 2017	1
	Condensed Consolidated Statements of Income and Comprehensive Income for the three months ended March 31, 2018 and 2017 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and 2017 (unaudited)	4
	Notes to Condensed Consolidated Financial Statements for the three months ended March 31, 2018 and 2017 (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30
Item 4.	Controls and Procedures	30
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	(Removed and Reserved)
Item 5.	Other Information
Item 6.	Exhibits	31
	Signatures	32

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NOVA LIFESTYLE, INC. AND SUBSIDIARIES 

CONDENSED CONSOLIDATED BALANCE SHEETS

MARCH 31, 2018 (UNAUDITED) AND DECEMBER 31, 2017

	March 31, 2018		December 31, 2017
Assets
Current Assets
Cash and cash equivalents	$	1,121,170	$	5,722,716
Accounts receivable, net		54,625,956		54,006,513
Advance to suppliers		10,762,192		8,580,609
Inventories		6,220,820		6,374,560
Prepaid expenses and other receivables		171,197		232,935
Total Current Assets		72,901,335		74,917,333
Noncurrent Assets
Plant, property and equipment, net		158,405		157,246
Lease deposit		43,260		43,260
Goodwill		218,606		218,606
Intangible assets, net		4,100,932		4,202,608
Deferred tax asset		318,961		318,961
Total Noncurrent Assets		4,840,164		4,940,681
Total Assets	$	77,741,499	$	79,858,014

The accompanying notes are an integral part of these condensed consolidated financial statements.

1

NOVA LIFESTYLE, INC. AND SUBSIDIARIES 

CONDENSED CONSOLIDATED BALANCE SHEETS

MARCH 31, 2018 (UNAUDITED) AND DECEMBER 31, 2017

	March 31, 2018		December 31, 2017
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	1,338,898	$	1,634,554
Advance from customers		43,221		19,826
Accrued liabilities and other payables		733,362		847,756
Income tax payable		393,861		178,307
Total Current Liabilities		2,509,342		2,680,443
Noncurrent Liabilities
Line of credit		-		4,202,118
Income tax payable		4,559,553		4,527,849
Total Noncurrent Liabilities		4,559,553		8,729,967
Total Liabilities		7,068,895		11,410,410
Contingencies and Commitments
Stockholders’ Equity
Common stock, $0.001 par value; 75,000,000 shares authorized,   28,301,738 and 28,191,927 shares issued and outstanding;   as of March 31, 2018 and December 31, 2017, respectively		28,302		28,192
Additional paid-in capital		39,252,246		38,682,377
Statutory reserves		6,241		6,241
Retained earnings		31,385,815		29,730,794
Total Stockholders’ Equity		70,672,604		68,447,604
Total Liabilities and Stockholders’ Equity	$	77,741,499	$	79,858,014

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

NOVA LIFESTYLE, INC. AND SUBSIDIARIES 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017 (UNAUDITED)

	Three Months Ended March 31,
	2018			2017
Net Sales	$	22,303,472		$	18,057,022
Cost of Sales		17,401,930			15,355,247
Gross Profit		4,901,542			2,701,775
Operating Expenses
Selling expenses		631,153			975,002
General and administrative expenses		2,305,673			3,025,676
Total Operating Expenses		2,936,826			4,000,678
Income (Loss) From Operations		1,964,716			(1,298,903	)
Other Income (Expenses)
Foreign exchange transaction loss		(136	)		(40	)
Interest expense		(31,582	)		(54,406	)
Financial expense		(30,720	)		(26,060	)
Total Other Expenses, Net		(62,438	)		(80,506	)
Income (Loss) Before Income Taxes		1,902,278			(1,379,409	)
Income Tax Expense (Benefit)		247,257			(170,019	)
Net Income (Loss) and Comprehensive Income (Loss)	$	1,655,021		$	(1,209,390	)
Basic weighted average shares outstanding		28,253,115			27,345,106
Diluted weighted average shares outstanding		28,693,479			27,345,106
Net income (loss) per share of common stock
Basic	$	0.06		$	(0.04	)
Diluted	$	0.06		$	(0.04	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

NOVA LIFESTYLE, INC. AND SUBSIDIARIES 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017 (UNAUDITED)

	Three Months Ended March 31,
	2018			2017
Cash Flows From Operating Activities
Net income (loss)	$	1,655,021		$	(1,209,390	)
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		112,017			381,119
Deferred tax benefit		31,704			(188,117	)
Stock compensation expense		595,677			449,889
Termination cost on Academic E-commerce platform (Note 6)		--			800,000
Changes in bad debt allowance		321,970			324,684
Changes in operating assets and liabilities:
Accounts receivable		(941,413	)		16,614,186
Advance to suppliers		(2,181,584	)		(7,444,924	)
Inventories		153,740			489,152
Other current assets		35,452			112,991
Accounts payable		(295,656	)		(1,458,241	)
Advance from customers		23,395			21,529
Accrued liabilities and other payables		(113,806	)		(151,606	)
Taxes payable		215,554			18,097
Net Cash (Used in) Provided by Operating Activities		(387,929	)		8,759,369
Cash Flows From Investing Activities
Assignment fee received		--			1,250,000
Purchase of property and equipment		(11,499	)		(2,132	)
Advances to unrelated parties		--			(8,835,000	)
Net Cash Used in Investing Activities		(11,499	)		(7,587,132	)
Cash Flows From Financing Activities
Proceeds from line of credit and bank loan		15,923,479			15,469,342
Repayment to line of credit and bank loan		(20,125,597	)		(18,939,032	)
Net Cash Used in Financing Activities		(4,202,118	)		(3,469,690	)

4

NOVA LIFESTYLE, INC. AND SUBSIDIARIES 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017 (UNAUDITED)

	Three Months Ended March 31,
	2018			2017
Net decrease in cash and cash equivalents		(4,601,546	)		(2,297,453	)
Cash and cash equivalents, beginning of period		5,722,716			2,587,743
Cash and cash equivalents, end of period	$	1,121,170		$	290,290
Analysis of cash and cash equivalents
Included in cash and cash equivalents per consolidated balance sheets		1,121,170			290,290
Cash and cash equivalents, end of period	$	1,121,170		$	290,290
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:
Income tax payments	$	--		$	--
Interest paid	$	31,582		$	54,406

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

NOVA LIFESTYLE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017 (UNAUDITED)

Note 1 - Organization and Description of Business

Nova LifeStyle, Inc. (“Nova LifeStyle” or the “Company”), formerly known as Stevens Resources, Inc., was incorporated in the State of Nevada on September 9, 2009.

The Company is a U.S. holding company with no material assets other than the ownership interests of our subsidiaries through which we market, design and sell furniture worldwide: Nova Furniture Limited in the British Virgin Islands (“Nova Furniture”), Nova Furniture Ltd. in Samoa (“Nova Samoa”), Bright Swallow International Group Limited (“Bright Swallow” or “BSI”), Nova Furniture Macao Commercial Offshore Limited (“Nova Macao”), and Diamond Bar Outdoors, Inc. (“Diamond Bar”).

Nova Macao was organized under the laws of Macao on May 20, 2006, and is a wholly owned subsidiary of Nova Furniture.  Diamond Bar, doing business as Diamond Sofa, was incorporated in California on June 15, 2000.  Nova Macao is a trading company, importing, marketing and selling products designed and manufactured by Nova Furniture (Dongguan) Co., Ltd. (“Nova Dongguan”) and third party manufacturers for the U.S. and international markets. Diamond Bar markets and sells products manufactured by third party manufacturers under the Diamond Sofa brand to distributors and retailers principally in the U.S. market.  On April 24, 2013, the Company completed the acquisition of Bright Swallow, an established furniture company with a global client base.  

The sale of three of the Company’s former subsidiaries, Nova Dongguan, Nova Dongguan Chinese Style Furniture Museum (“Nova Museum”), and Dongguan Ding Nuo Household Products Co., Ltd. (“Ding Nuo”), was consummated on October 25, 2016.

Before its divestment, Nova Dongguan was a wholly foreign-owned enterprise, or WFOE, and was incorporated under the laws of the PRC on June 6, 2003. Nova Dongguan organized Nova Museum on March 17, 2011 as a non-profit organization under the laws of the PRC engaged in the promotion of the culture and history of furniture in China. Nova Dongguan markets and sells products in China to stores in our former franchise network and to wholesalers and agents for domestic retailers and exporters. At the time of sale, Nova Dongguan also provided design expertise and facilities to manufacture branded products and products for international markets under original design manufacturer and original equipment manufacturer agreements, or ODM and OEM agreements. On October 24, 2013, Nova Dongguan incorporated Ding Nuo under the laws of the PRC.

On December 7, 2017, Nova LifeStyle, Inc. incorporated i Design Blockchain Technology, Inc. (“i Design”) under the laws of the State of California. The purpose of i Design is to build our own blockchain technology team. This new company will focus on application of blockchain technology in the furniture industry, including encouraging and facilitating interactions among designers and customers, and building a blockchain-powered platform that enables designers to showcase their products including current and future furniture designs. This company is in a planning stage and has had minimal operations to date.

The “Company” and “Nova” collectively refer to Nova LifeStyle, the U.S. parent, and its subsidiaries, Nova Furniture, Nova Samoa, Nova Macao, Diamond Bar, i Design and BSI. 

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.

The interim condensed consolidated financial information as of March 31, 2018 and for the three month periods ended March 31, 2018 and 2017 have been prepared without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures, which are normally included in consolidated financial statements prepared in accordance with U.S. GAAP have not been included. The interim condensed consolidated financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, previously filed with the SEC on March 29, 2018.

6

In the opinion of management, all adjustments (which include all significant normal and recurring adjustments) necessary to present a fair statement of the Company’s interim condensed consolidated financial position as of March 31, 2018, its interim condensed consolidated results of operations and cash flows for the three month periods ended March 31, 2018 and 2017, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

Use of Estimates

In preparing consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, revenue recognition, the allowance for bad debt, valuation of inventories, the valuation of stock-based compensation, income taxes and unrecognized tax benefits, valuation allowance for deferred tax assets, assumptions used in assessing impairment of long-lived assets and goodwill. Actual results could differ from those estimates.

Business Combination

For a business combination, the assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree are recognized at the acquisition date, measured at their fair values as of that date. In a business combination achieved in stages, the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, are recognized at the full amounts of their fair values. In a bargain purchase in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus any noncontrolling interest in the acquiree that excess in earnings is recognized as a gain attributable to the acquirer.

Deferred tax liability and asset are recognized for the deferred tax consequences of differences between the tax bases and the recognized values of assets acquired and liabilities assumed in a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 740-10.

Goodwill

Goodwill is the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. In accordance with ASC Topic 350, “Intangibles-Goodwill and Other,” goodwill is not amortized but is tested for impairment, annually or more frequently when circumstances indicate a possible impairment may exist. Impairment testing is performed at a reporting unit level. An impairment loss generally would be recognized when the carrying amount of the reporting unit exceeds its fair value, with the fair value of the reporting unit determined using discounted cash flow (“DCF”) analysis. A number of significant assumptions and estimates are involved in the application of the DCF analysis to forecast operating cash flows, including the discount rate, the internal rate of return and projections of realizations and costs to produce. Management considers historical experience and all available information at the time the fair values of its reporting units are estimated.

ASC Topic 350 also permits an entity to first assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the two-step goodwill impairment test is required to be performed. Otherwise, no further testing is required. Performing the qualitative assessment involved identifying the relevant drivers of fair value, evaluating the significance of all identified relevant events and circumstances, and weighing the factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. After evaluating and weighing all these relevant events and circumstances, it was concluded that a positive assertion can be made from the qualitative assessment that it is more likely than not that the fair value of Diamond Bar is greater than its carrying amount. As such, it is not necessary to perform the two-step goodwill impairment test for Diamond Bar reporting unit.  Accordingly, as of March 31, 2018 and 2017, the Company concluded there was no impairment of goodwill of Diamond Bar.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

7

Advances to Suppliers

Advances to suppliers are 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 its historical record and actual practice, the Company 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 the Company. Any provisions for allowance for advance to suppliers, if deemed necessary, will be included in general and administrative expenses in the consolidated statements of comprehensive income. During the three months ended March 31, 2018 and 2017, no provision was made on advances to suppliers.

Inventories

Inventories are stated at the lower of cost and net realizable value with cost determined on a weighted-average basis. Management compares the cost of inventories with the net realizable value and an allowance is made for writing down their inventories to market value, if lower. The Company did not record any write-downs of inventory at March 31, 2018 and 2017.

Plant, Property and Equipment

Plant, property and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any. Expenditures for maintenance and repairs are expensed as incurred; while additions, renewals and improvements are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with 10% salvage value and estimated lives as follows:

Computer and office equipment	5 years
Decoration and renovation	10 years

Depreciation of plant, property and equipment attributable to manufacturing activities is capitalized as part of inventories, and expensed to cost of goods sold when inventories are sold.

Impairment of Long-Lived Assets 

Long-lived assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.

Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.

Based on its review, the Company believes that, as of March 31, 2018 and 2017, there was no significant impairment of its long-lived assets.

Research and Development

Research and development costs are related primarily to the Company designing and testing its new products during the development stage. Research and development costs are recognized in general and administrative expenses and expensed as incurred. Research and development expense were $65,589 and $0 for the three months ended March 31, 2018 and 2017, respectively.

Income Taxes

In its interim financial statements, the Company follows the guidance in ASC 270 “Interim Reporting” and ASC 740 “Income Taxes” whereby the Company utilizes the expected annual effective rate in determining its income tax provision.  The income tax expense for the three months ended March 31, 2018 is $247,000 and is primarily related to income from operations. The income tax benefit for the three months ended March 31, 2017 is $170,000 and is primarily related to quarter to date losses generated from U.S. operations.

8

Income taxes are accounted for using an asset and liability method. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company follows ASC Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures.

Under the provisions of ASC Topic 740, when tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Nova Lifestyle and Diamond Bar are subject to U.S. corporate income taxes on their taxable income at a rate of up to 21% for taxable years beginning after December 31, 2017 and up to 35% for prior tax years. On December 22, 2017, the Tax Cut and Jobs Act (“Tax Act”) was signed into law. The Tax Act introduced a broad range of tax reform measures that significantly change the federal income tax laws. The provisions of the Tax Act that may have significant impact on the Company include the permanent reduction of the corporate income tax rate from 35% to 21% effective for tax years including or commencing on January 1, 2018, one-time transition tax on post-1986 foreign unremitted earnings, provision for Global Intangible Low Tax Income (“GILTI”), deduction for Foreign Derived Intangible Income (“FDII”), repeal of corporate alternative minimum tax, limitation of various business deductions, and modification of the maximum deduction of net operating loss with no carryback but indefinite carryforward provision. Many provisions in the Tax Act are generally effective in tax years beginning after December 31, 2017.

As of December 31, 2017, the Company reflected the provisional income tax effects of the Tax Act under Accounting Standards Codification Topic 740, Income Taxes. The Company has recorded a provisional tax expense in the year ended December 31, 2017 of approximately $3.37 million, comprised of approximately $3.27 million tax expense from recording the estimated one-time transition tax on post-1986 foreign unremitted earnings and $0.09 million of tax expense from remeasurement of U.S. deferred taxes using the relevant tax rate at which the Company expects them to reverse in the future.

To the extent that portions of its U.S. taxable income, such as Subpart F income or GILTI, are determined to be from sources outside of the U.S., subject to certain limitations, the Company may be able to claim foreign tax credits to offset its U.S. income tax liabilities. Any remaining liabilities are accrued in the Company’s consolidated statements of comprehensive income and estimated tax payments are made when required by U.S. law.

Nova Furniture Limited and Bright Swallow are incorporated in the BVI. Nova Macao is incorporated in Macao. Nova Samoa is incorporated in Oceania. There is no income tax for companies domiciled in the BVI, Oceania or Macao. Accordingly, the Company’s consolidated financial statements do not present any income tax provision related to the BVI and Macao tax jurisdiction where Nova Furniture BVI, BSI and Nova Macao are domiciled. Nova Macao is an income tax-exempt entity incorporated and domiciled in Macao.

As of March 31, 2018, unrecognized tax benefits were approximately $2.1 million.  The total amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate was $2.1 million as of March 31, 2018. As of December 31, 2017, unrecognized tax benefits were approximately $2.0 million.  The total amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate was $2.0 million as of December 31, 2017.

9

A reconciliation of the January 1, 2018 through March 31, 2018, amount of unrecognized tax benefits excluding interest and penalties (“Gross UTB”) is as follows:

	Gross UTB
Balance – January 1, 2018 and March 31, 2018	$	1,428,561

At March 31, 2018 and December 31, 2017, the Company had cumulatively accrued approximately $631,000 and $599,000 for estimated interest and penalties related to unrecognized tax benefits, respectively. For the three months ended March 31, 2018 and 2017, the Company recorded interest and penalties related to unrecognized tax benefits as a component of income tax expense, which totaled approximately $32,000 and $33,000, respectively. The Company does not anticipate any significant changes to its unrecognized tax benefits within the next 12 months.

The prospects of supplemental legislation or regulatory processes to address questions that arise because of the Tax Act, or evolving technical interpretations of the tax law, may cause the final impact from the Tax Act to differ from the provisionally recorded amounts. The Company expects to complete its analysis within the measurement period allowed by Staff Accounting Bulletin (“SAB”) No.118, no later than the fourth quarter of 2018.

As of December 31, 2017, a total of $2.1 million unrecognized tax benefit was recorded as long-term taxes payable, as ASC 740 specifies that tax positions for which the timing of the ultimate resolution is uncertain should be recognized as long-term liabilities. Other long-term taxes payable also consisted of an income tax payable of $2.50 million, primarily arising from a one-time transition tax recognized in the fourth quarter of 2017 that represented management’s estimate of the amount of U.S. corporate income tax based on the deemed repatriation to the United States of its share of previously deferred earnings of our non-U.S. subsidiaries of mandated by the U.S. Tax Reform. The Company elected to pay the one-time transition tax over eight years commencing in April 2018.

Revenue Recognition

In May 2014 the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards).

The new revenue standards became effective for the Company on January 1, 2018, and were adopted using the modified retrospective method. The adoption of the new revenue standards as of January 1, 2018 did not change the Company’s revenue recognition as the majority of its revenues continue to be recognized when the customer takes control of its product. As the Company did not identify any accounting changes that impacted the amount of reported revenues with respect to its product revenues, no adjustment to retained earnings was required upon adoption.

Under the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation.

Revenues from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial.

Revenues from product sales are recorded net of reserves established for applicable discounts and allowances that are offered within contracts with the Company’s customers.

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Product revenue reserves, which are classified as a reduction in product revenues, are generally characterized in the following categories: discounts, returns and rebates. These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable as the amount is payable to the Company’s customer.

The Company’s 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.  As alternatives for the product return option, the customers have options of asking a discount from the Company for the products with quality issues or receiving replacement parts from the Company at no cost. The amount for return of products, the discount provided to the Company’s customers and the costs for replacement parts were immaterial for the three months ended March 31, 2018 and 2017.

Accounts Receivable

The Company’s accounts receivable arise from product sales. The Company does not adjust its receivables for the effects of a significant financing component at contract inception if it expects to collect the receivables in one year or less from the time of sale. The Company does not expect to collect receivables greater than one year from the time of sale.

The Company’s policy is to maintain an allowance for potential credit losses on 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. Amounts determined to be uncollectible are charged or written-off against the reserve. An analysis of the allowance for doubtful accounts is as follows:

Balance at January 1, 2018	$	218,976
Provision for the period		321,970
Balance at March 31, 2018	$	540,946

During the three ended March 31, 2018 and 2017, bad debts were $321,970 and $324,684, respectively.

The adoption of the new revenue standards did not change the Company’s historical accounting methods for its accounts receivable.

Cost of Sales

Cost of sales consists primarily of finished goods purchased from other manufacturers, material costs, labor costs and related overhead that are directly attributable to the production of the products. Write-downs of inventory to the lower of cost or net realizable value is also recorded in the cost of sales.

Shipping and Handling Costs

Shipping and handling costs related to delivery of finished goods are included in selling expenses. During the three months ended March 31, 2018 and 2017, shipping and handling costs were $184 and $305, respectively.

Advertising 

Advertising expenses consist primarily of costs of promotion and marketing for the Company’s image and products, and costs of direct advertising, and are included in selling expenses. The Company expenses all advertising costs as incurred. Advertising expense was $192,579 and $537,579 for the three months ended March 31, 2018 and 2017, respectively.

Share-based compensation

The Company accounts for share-based compensation awards to employees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that share-based payment transactions with employees be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the requisite service period.

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The Company accounts for share-based compensation awards to non-employees in accordance with FASB ASC Topic 718 and FASB ASC Subtopic 505-50, “Equity-Based Payments to Non-employees”. Share-based compensation associated with the issuance of equity instruments to non-employees is measured at the fair value of the equity instrument issued or committed to be issued, as this is more reliable than the fair value of the services received. The fair value is measured at the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete.

Earnings per Share (EPS)

Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares pertaining to warrants, stock options, and similar instruments had been issued and if the additional common shares were dilutive. Diluted earnings per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding unvested restricted stock, options and warrants, and the if-converted method for the outstanding convertible instruments. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later) and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, outstanding convertible instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later).

The following table presents a reconciliation of basic and diluted earnings (loss) per share for the three months ended March 31, 2018 and 2017: 

	Three Months Ended March 31,
	2018		2017
Net income (loss)	$	1,655,021	$	(1,209,390	)
Weighted average shares outstanding – basic*		28,253,115		27,345,106
Dilutive stock options and unvested restricted stock		440,364		-
Weighted average shares outstanding – diluted		28,693,479		27,345,106
Income (loss) per share
– basic	$	0.06	$	(0.04	)
– diluted	$	0.06	$	(0.04	)

* Including 821,534 and 466,967 shares that were granted and vested but not yet issued for the three months ended March 31, 2018 and 2017, respectively.

For the three months ended March 31, 2018 and 2017, 858,334 shares purchasable under warrants were excluded from EPS, respectively, as their effects were anti-dilutive. For the three months ended March 31, 2017, the unvested restricted stock were anti-dilutive.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist primarily of accounts and other receivables. The Company does not require collateral or other security to support these receivables. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.

Two major customers accounted for 43% (27% and 16% each) of the Company’s sales for the three months ended March 31, 2018. Two major customers accounted for 26% (13% and 14% each) of the Company’s sales for the three months March 31, 2017. Accounts receivable from these customers were $37,674,823 and $8,835,931 as of March 31, 2018 and 2017, respectively.

The Company purchased its products from three and four major vendors during the three months ended March 31, 2018 and 2017, accounting for a total of 93% (39%, 32% and 22% for each) and 89% (33%, 25%, 18% and 13% for each) of the Company’s purchases, respectively.

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Advances made to these vendors were $10,401,410 and $20,981,900 as of March 31, 2018 and 2017, respectively. Accounts payable to these vendors were $345,144 and $186,772 as of March 31, 2018 and 2017, respectively.

Fair Value of Financial Instruments

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

·            Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

·            Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

·            Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The carrying value of cash, accounts receivable, advance to suppliers, other receivables, accounts payable, short-term line of credit, advance from customers, other payables and accrued liabilities approximate estimated fair values because of their short maturities.  The estimated fair value of the long-term lines of credit approximated the carrying amount as the interest rates are considered as approximate to the current rate for comparable loans at the respective balance sheet dates.

Foreign Currency Translation and Transactions

The consolidated financial statements are presented in United States Dollar (“$” or “USD”), which is also the functional currency of Nova LifeStyle, Nova Furniture, Nova Samoa, Nova Macao, Bright Swallow, Diamond Bar and i Design.

Segment Reporting 

ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

Management determined that the Company’s operations constitute a single reportable segment in accordance with ASC 280. The Company operates exclusively in one business and industry segment: the design and sale of furniture.

Management concluded that the Company had one reportable segment under ASC 280 because Diamond Bar is a furniture distributor based in California focusing on customers in the US, Bright Swallow is a furniture distributor based in Hong Kong focusing on customers in Canada, and Nova Macao is a furniture distributor based in Macao focusing on international customers. They are all operated under the same senior management of the Company, and management views the operations of Diamond Bar, Bright Swallow and Nova Macao as a whole for making business decisions.

After the disposal of Nova Dongguan and its subsidiaries, all of the Company’s long-lived assets are mainly property, plant and equipment located in the United States for administrative purposes.

Net sales to customers by geographic area are determined by reference to the physical locations of the Company’s customers. For example, if the products are delivered to a customer in the US, the sales are recorded as generated in the U.S.; if the customer directs us to ship its products to China, the sales are recorded as sold in China.

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New Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of adoption of this ASU on the consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements and related disclosures.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 clarifies the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. The amendments are an improvement to U.S. GAAP because they provide guidance for each of the eight issues, thereby reducing the current and potential future diversity in practice. This ASU is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company has adopted the guidance retrospectively to each period presented. The adoption does not have any material effect on the presentation of its unaudited consolidated statements of cash flows.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This ASU improves the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. For public business entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted. The adoption of this ASU did not have a significant impact on the Company’s consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2017, and interim period within those fiscal years. The Company has adopted the guidance retrospectively to each period presented. The adoption does not have any material effect on the presentation of its unaudited consolidated statements of cash flows.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company has adopted the guidance effective January 1, 2018. The Company will evaluate the impact of adopting this standard prospectively upon any transactions of acquisitions or disposals of assets or businesses.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

Note 3 - Inventories

The inventories as of March 31, 2018 and December 31, 2017 totaled $6,220,820 and $6,374,560, respectively, and were all finished goods.

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Note 4 - Plant, Property and Equipment, Net

As of March 31, 2018 and December 31, 2017, plant, property and equipment consisted of the following:

	March 31, 2018			December31, 2017
Computer and office equipment	$	304,211		$	292,710
Decoration and renovation		118,858			118,858
Less: accumulated depreciation		(264,664	)		(254,322	)
	$	158,405		$	157,246

Depreciation expense was $10,341 and $10,116 for the three months ended March 31, 2018 and 2017, respectively.

Note 5 - Intangible Assets

The Company acquired a customer relationship with a fair value of $50,000 on August 31, 2011, as part of its acquisition of Diamond Bar. Concurrently with its acquisition of Diamond Bar, the Company entered into a trademark purchase and assignment agreement for all rights, title and interest in two trademarks (Diamond Sofa and Diamond Furniture) for $200,000 paid in full at the closing. Amortization of said customer relationship and the trademarks is provided using the straight-line method and estimated lives were 5 years for each.

The Company acquired a customer relationship with a fair value of $6,100,559 on April 24, 2013, as part of its acquisition of Bright Swallow. Amortization of said customer relationship is provided using the straight-line method and estimated life was 15 years. 

The Company’s eCommerce platform is a website through which customers are able to browse and place orders online for the Company’s products. For the downloadable mobile application, customers are able to download the application onto their own mobile devices to browse the Company’s product offerings. The Nova sales kit application is used on mobile devices to enable the Company’s sales representatives to display the Company’s products and inventory to customers. The total cost associated with the development, programming, design and roll-out of the Company’s eCommerce platform, downloadable mobile application, and Nova sales kit application is approximately $1.20 million. The Company’s eCommerce platform, downloadable mobile application, and Nova sales-kit application were completed and put into operation in 2015. These intangible assets are amortized using the straight-line method with an original estimated life of 10 years for each and are revised to 1 year in the quarter ended March 31, 2017.  The effect of the change in estimate is accounted for on a prospective basis.  

Intangible assets consisted of the following as of March 31, 2018 and December 31, 2017:

	March 31, 2018			December 31, 2017
eCommerce platform	$	1,208,200		$	1,208,200
Customer relationship		6,150,559			6,150,559
Trademarks		200,000			200,000
Less: accumulated amortization		(3,457,827	)		(3,356,151	)
	$	4,100,932		$	4,202,608

Amortization of intangible assets was $101,676 and $371,003 for the three months ended March 31, 2018 and 2017, respectively.

Estimated amortization expense relating to the existing intangible assets with finite lives for each of the next five years is as follows:

12 months ending March 31,
2018	$	406,704
2019		406,704
2020		406,704
2021		406,704
2022		406,704

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Note 6 - Receivables from an Unrelated Party, Prepaid Expenses and Other Receivables

(a)       On September 22, 2016, in order to promote the Company’s image and extend its customer reach, the Company entered into a memorandum of understating with an unrelated party (“MOU”) whereby the Company agreed to pay a total fee of $16,000,000 for a period of twelve months, commencing on December 31, 2016, to finance the establishment and promotion of the unrelated party’s Academic E-commerce platform and integrated training center in Hong Kong (the “Platform”). As of December 31, 2016, the Company prepaid $7 million to the unrelated party.

After December 31, 2016, the Company further prepaid $6,835,000 to the unrelated party. However, having considered the recent market situation and the status of the establishment and promotion of the Platform, the Company did not wish to continue to finance the promotion of the Platform. On March 20, 2017, the Company and the unrelated party terminated the MOU and released both parties from all the obligations and liabilities under the MOU. The Company agreed to bear the costs of $800,000 incurred by the unrelated party on the Platform, which were charged as expenses in the first quarter of fiscal year 2017. In fiscal 2017, the Company collected a total of approximately $13 million, which was prepaid previously, and as of December 31, 2017 and March 31, 2018, and no further balance was owed by the unrelated party.

(b)       Prepaid Expenses and Other Receivables consisted of the following at March 31, 2018 and December 31, 2017: 

	March 31, 2018		December 31, 2017
Prepaid expenses	$	115,126	$	198,485
Other receivables		56,071		34,450
Total	$	171,197	$	232,935

On March 23, 2017, the Company made a short-term advance of $2,000,000 to an unrelated party. The advance is unsecured and bears interest of 5% per annum. The unrelated party agreed to pay the whole amount of $2,000,000 back to the Company by May 31, 2017. After March 31, 2017, the Company collected full payment of the principal from the unrelated party.

Note 7 - Accrued Liabilities and Other Payables

Accrued liabilities and other payables consisted of the following as of March 31, 2018 and December 31, 2017:

	March 31, 2018		December 31, 2017
Other payables	$	41,346	$	31,463
Salary payable		30,625		30,410
Financed insurance premiums		19,640		74,265
Accrued rents		39,469		55,303
Accrued commission		544,667		605,668
Accrued expenses, others		57,615		50,647
Total	$	733,362	$	847,756

As of March 31, 2018 and December 31, 2017, other accrued expenses mainly included legal and professional fees, transportation expenses and utilities. Other payables represented other tax payable and meal expenses.

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Note 8 - Lines of Credit

Diamond Bar entered into an agreement with a bank in California for a line of credit of up to $5,000,000 with annual interest of 4.25% and maturity on June 1, 2015. On June 8, 2015, the bank extended and modified the terms of the loan agreement to extend the line of credit up to a maximum of $6,000,000 until July 31, 2015 and $5,000,000 thereafter with an annual interest rate of 4.25% and maturity on September 1, 2015 (the term of which the bank allowed to extend until the renewal described in the following sentence while the bank conducted its own audit associated therewith). On September 28, 2015, Diamond Bar extended the line of credit up to a maximum of $6,000,000 with annual interest of 3.75% (4% from December 17, 2015) and maturity on June 1, 2017. On January 20, 2016, Diamond Bar increased the line of credit up to a maximum of $8,000,000 with annual interest of 4%.  On June 22, 2017, Diamond Bar extended the line of credit to maturity on September 1, 2017. On September 19, 2017, Diamond Bar extended the line of credit to maturity on June 1, 2019. The annual interest was 4.75% as of March 31, 2018. The line of credit is secured by all of the assets of Diamond Bar and is guaranteed by Nova LifeStyle. As of March 31, 2018 and December 31, 2017, Diamond Bar had $0 and $4,202,118 outstanding on the line of credit, respectively.  During the three months ended March 31, 2018 and 2017, the Company recorded interest expense of $31,582 and $40,578, respectively.  As of March 31, 2018, Diamond Bar had $8,000,000 available for borrowing without violating any covenants.

The Diamond Bar loan has the following covenants: (i) maintain a minimum tangible net worth of not less than $20 million; (ii) maintain a ratio of debt to tangible net worth not in excess of 2.5 to 1.0; (iii) the pre-tax income must be not less than 1% of total revenue quarterly; and (iv) maintain a current ratio in excess of 1.25 to 1.00. As of March 31, 2018, Diamond Bar was in compliance with the stated covenants.  

On January 22, 2015, Nova Macao renewed a line of credit, with an annual interest rate of 4.25% and principal of up to $6,500,000, with a commercial bank in Hong Kong to extend the maturity date to January 29, 2016. On February 16, 2016, Nova Macao extended the maturity date of line of credit to January 31, 2017, with an annual interest rate of 4% and principal of up to $6,500,000. The loan requires monthly payment of interest and that the interest rate will be adjusted annually. The loan was secured by assignment of Sinosure (China Export and Credit Insurance Company) credit insurance and was guaranteed by Nova LifeStyle and Diamond Bar. The Company did not extend the line of credit and paid it off in February 2017. As of March 31, 2018 and December 31, 2017, Nova Macao had $0 outstanding on the line of credit, respectively. During the three months ended March 31, 2018 and 2017, Nova Macao paid interest of $0 and $13,828, respectively.

Note 9 - Related Party Transactions

On September 30, 2011, Diamond Bar leased a showroom in High Point, North Carolina from the Company’s president who is currently also our Chief Executive Officer and Chairman of the Board. The lease is to be renewed and has been renewed each year since 2011. On March 16, 2018, the Company renewed the lease for an additional one year term. The lease was for the amount of $34,561, with a term of one year and only for use during two furniture exhibitions to be held between April 1, 2018 and March 31, 2019. During three months ended March 31, 2018 and 2017, the Company paid rental amounts of $0 and $16,458 that are included in selling expenses, respectively.

Note 10 - Stockholders’ Equity

Share repurchase program

On December 12, 2017, the Company issued a press release announcing that the Board of Directors of the Company had approved a 10b-18 share repurchase program to repurchase up to $5 million of its outstanding common stock. Under the repurchase program, shares of the Company’s common stock may be repurchased from time to time over the next 12 months. As of March 31, 2018 and as of the approval date of this quarterly report, no shares have been repurchased under the program.

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Warrants

Following is a summary of the warrant activity for the three months ended March 31, 2018: 

	Number of Warrants		Average Exercise Price		Weighted Average Remaining Contractual Term in Years
Outstanding at January 1, 2018		858,334	$	2.71		2.92
Exercisable at January 1, 2018		858,334		2.71		2.92
Granted		-		-		-
Exercised / surrendered		-		-		-
Expired		-		-		-
Outstanding at December 31, 2017		858,334	$	2.71		2.67
Exercisable at December 31, 2017		858,334	$	2.71		2.67

Shares Issued to Consultants 

On December 1, 2014, the Company entered into a consulting agreement with a consulting firm for management consulting services effective on December 1, 2014. The Company agreed to issue 60,000 shares of the Company’s common stock to the firm for three years of consulting services. The shares will be issued according to the following vesting schedule set forth as follows: The initial 10,000 shares were required to be issued within 30 days upon signing of the agreement; for the remaining 50,000 shares, the Company issued to the consultant 10,000 shares of common stock on or before each of June 1, 2015, December 1, 2015, June 1, 2016, December 1, 2016 and June 1, 2017. The Company or the consultant may terminate the agreement at any time by 90 days’ written notice to the other party. The fair value of the 60,000 shares was $224,400, which was calculated based on the stock price of $3.74 per share on December 1, 2014 and will be amortized over the service term. During the three months ended March 31, 2018 and 2017, the Company amortized $0 and $18,700 as consulting expenses, respectively. 

On February 1, 2016, the Company entered into a marketing agreement with a consultant for marketing development strategies and consulting services for 15 months. The Company agreed to grant the consultant 10,000 unregistered restricted shares of the Company’s common stock per month, for a total commitment of 150,000 shares of common stock. The fair value of the 150,000 shares was $204,000, which was calculated based on the stock price of $1.36 per share on February 1, 2016, the date the agreement was executed, and will be amortized over the service term. During the three months ended March 31, 2018 and 2017, the Company amortized $0 and $40,800 as consulting expenses, respectively.

On February 1, 2016, the Company entered into an agreement with a consultant for E-Commerce consulting service with a term of 24 months. The Company agreed to grant the consultant 10,000 shares of the Company’s common stock per month, for a total commitment of 240,000 shares. Twelve and half percent (12.5%) of those shares vested on April 30, 2016, 12.5% on July 30, 2016, 12.5% on October 31, 2016, 12.5% on January 31, 2017, 12.5% on April 30, 2017, 12.5% on July 30, 2017, 12.5% on October 31, 2017, and the remaining 12.5% on January 31, 2018. The fair value of the 240,000 shares was $326,400, which was calculated based on the stock price of $1.36 per share on February 1, 2016, the date the agreement was executed, and will be amortized over the service term. During the three months ended March 31, 2018 and 2017, the Company amortized $13,600 and $40,800 as consulting expenses, respectively.

On November 15, 2016, the Company entered into a consulting and strategy service agreement with a consultant for marketing and general consulting services effective on November 14, 2016. The Company agreed to grant 100,000 shares of the Company’s common stock to the consultant for 12 months of services starting on November 14, 2016. The shares would be issued pursuant to Nova LifeStyle, Inc. 2014 Omnibus Long-Term Incentive Plan (the “Plan”) approved by the Board of Directors (“Board”) of the Company on May 13, 2014 and ratified at the annual shareholder meeting on June 30, 2014. The Plan was registered under Form S-8 on July 30, 2014. Twenty-five percent (25%) of those shares vested on December 15, 2016, 25% on February 15, 2017, 25% on May 15, 2017, and the remaining 25% vested on August 15, 2017. The fair value of the 100,000 shares was $294,000, which was calculated based on the stock price of $2.94 per share on November 15, 2016 and will be amortized over the service term. During the three months ended March 31, 2018 and 2017, the Company amortized $0 and $72,493 as consulting expenses, respectively.

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On November 15, 2016, the Company entered into a consulting agreement with a consultant for business development and financial advisory service for a term of 12 months. The Company agreed to grant the consultant 100,000 shares of the Company’s common stock. The shares were issued pursuant to the Plan. The fair value of the 100,000 shares was $294,000, which was calculated based on the stock price of $2.94 per share on November 15, 2016 and will amortized over the service term. During the three months ended March 31, 2018 and 2017, the Company amortized $0 and $73,500 as consulting expense, respectively.

On November 15, 2016, the Company entered into a consulting agreement with a consultant for business advisory service for a term of 12 months. The Company agreed to compensate the consultant a one-time amount of $20,000 worth of shares of the Company’s common stock based on the price per share on November 15, 2016. The Company also granted the consultant $15,000 worth of shares of the Company’s common stock per month starting from December 1, 2016 for 12 months. The shares were issued pursuant to the Plan. During the three months ended March 31, 2018 and 2017, the Company amortized $0 and $50,000 as consulting expense, respectively.

On June 30, 2017, the Company entered into a consulting agreement with a consultant for business advisory service for a term of 12 months. The Company agreed to compensate the consultant a one-time amount of $10,000 worth of shares of the Company’s common stock based on the price per share on June 30, 2017. The Company also granted the consultant $10,000 worth of shares of the Company’s common stock per month starting from July 1, 2017 for a period of 12 months. The shares were issued pursuant to the Plan. During the three months ended March 31, 2018, the Company amortized $32,500 as consulting expense.

On November 16, 2017, the Company entered into a consulting agreement with a consultant for consulting and strategy services effective on November 16, 2017 for one year. The Company agreed to grant the consultant 100,000 shares of the Company’s common stock. Twenty-five percent (25%) of those shares vested on February 15, 2018, 25% on May 15, 2018, 25% on August 15, 2018 and the remaining 25% will vest on November 15, 2018. The fair value of 100,000 shares was $173,000, which was calculated based on the stock price of $1.73 per share on November 16, 2017 and will be amortized over the service term. The shares would be issued pursuant to the Plan. During the three months ended March 31, 2018, the Company amortized $42,658 as consulting expense.

On December 10, 2017, the Company entered into a consulting agreement with a consultant for business advisory service on January 1, 2018 and ending on December 31, 2018. The Company agreed to compensate the consultant a one-time amount of $15,000 worth of shares of the Company’s common stock based on the price per share on December 15, 2016. The Company also granted the consultant $15,000 worth of shares of the Company’s common stock per month starting from January 1, 2018 for 12 months. The shares would be issued pursuant to the Plan. During the three months ended March 31, 2018, the Company amortized $48,750 as consulting expense.

Shares and Warrants Issued through Private Placement

Private Placement on May 28, 2015

On May 28, 2015, the Company entered into a Securities Purchase Agreement with certain purchasers (the “Purchasers”) pursuant to which the Company offered to the Purchasers, in a registered direct offering, an aggregate of 2,970,509 shares of common stock, par value $0.001 per share. Of these, 2,000,001 shares were sold to the Purchasers at a negotiated purchase price of $2.00 per share, for aggregate gross proceeds to the Company of $4,000,002, before deducting fees to the placement agent and other estimated offering expenses payable by the Company. In accordance with the terms of the Securities Purchase Agreement entered on April 14, 2014, the outstanding 2014 Series A Warrants were exchanged for 660,030 shares of common stock, and the outstanding 2014 Series C Warrants were exchanged for 310,478 shares of common stock.

In a concurrent private placement, the Company also sold to the Purchasers a warrant to purchase one share of the Company’s common stock for each share purchased for cash in the offering, pursuant to that certain Common Stock Purchase Warrant, by and between the Company and each Purchaser (the “2015 Warrants”). The 2015 Warrants became exercisable beginning on the six month anniversary of the date of issuance (the “Initial Exercise Date”) at an exercise price of $2.71 per share and will expire on the five year anniversary of the Initial Exercise Date. The purchase price of one share of the Company’s common stock under the 2015 Warrants is equal to the exercise price. 

The warrants issued in the private placement described above are exercisable for a fixed number of shares, and are classified as equity instruments under ASC 815-40-25-10. The Company accounted for the warrants issued in the 2015 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 5 years, volatility of 107%, risk-free interest rate of 1.55% 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 $3,147,530.

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Shares and Options Issued to Independent Directors

On August 9, 2016, the Board approved a restricted stock award agreement under the 2014 Omnibus Long-Term Incentive Plan with four independent directors. The Company agreed to grant $40,000 worth of stocks to each of its four independent directors. The restricted period lapses as to 25% of the restricted stock granted vested on September 30, 2016 based on the closing price of common stock on Nasdaq as of August 9, 2016, 25% of the restricted stock granted vested on December 31, 2016 based on the closing price of common stock on Nasdaq as of September 30, 2016, 25% of the restricted stock granted vested on March 31, 2017 based on the closing price of common stock on Nasdaq as of December 31, 2016, and 25% of the restricted stock granted vested on June 30, 2017 based on the closing price of common stock on Nasdaq as of March 31, 2017. During the three months ended March 31, 2018 and 2017, the Company amortized $0 and $39,452 as directors’ stock compensation expenses, respectively.

On April 10, 2017, the Company entered into restricted stock award agreements under 2014 Omnibus Long-Term Incentive Plan with a new independent director of the Board. The Company agreed to grant $20,000 worth of stock to the independent director with a grant date on April 10, 2017. The restricted period lapses as of 50% of the restricted stock granted vested on April 10, 2017 based on the closing price of common stock on Nasdaq as of April 10, 2017, and 50% of the restricted stock granted vested on June 30, 2017 based on the closing price of common stock on Nasdaq as of June 30, 2017. During the three months ended March 31, 2018 and 2017, the Company amortized $1,260 and $0 as directors’ stock compensation expenses.

On September 26, 2017 (the “Grant Date”), the Company entered into stock option agreements under the 2014 Omnibus Long-Term Incentive Plan with the three independent members of the board of directors. The Company agreed to grant the Company’s three independent directors options to purchase an aggregate of 300,000 shares of the Company’s common stock at an exercise price of $1.65 per shares, with a term of 5 years. Twenty-five percent (25%) of those stock options vested on September 30, 2017, 25% on December 31, 2017, 25% on March 31, 2018, and the remaining 25% will vest on June 30, 2018, subject to the director remaining in the continuous service of the Company or its affiliates on each applicable vesting date.

The fair value of the stock option granted is estimated on the date of the grant using the Black-Scholes option pricing model (“BSOPM”). The BSOPM has assumptions for risk free interest rates, dividends, stock volatility and expected life of an option grant. The risk-free interest rate is based upon market yields for United States Treasury debt securities at a maturity near the term remaining on the option. Dividend rates are based on the Company’s dividend history. The stock volatility factor is based on the historical volatility of the Company’s stock price. The expected life of an option grant is based on management’s estimate as no options have been exercised in the Plan to date. The fair value of the option granted to of the independent directors is recognized as director fee over the vesting period of the stock option award. The fair value of the options was calculated using the following assumptions, estimated life of five years, volatility of 84%, risk free interest rate of 1.87%, and dividend yield of 0%. The fair value of 300,000 stock options was $324,907 at the grant date. During the three months ended March 31, 2018, the Company recorded $81,227 as directors’ stock compensation expenses.

Shares Issued to Employees and Service Providers

On May 18, 2016, the Company entered into agreements with three designers for product design services for a term of 24 months. The Company agreed to grant each designer 240,000 shares of the Company’s common stock. Twenty five percent (25%) of those shares vested or will vest on May 31, 2016, 25% on December 18, 2016, 25% on June 18, 2017 and the remaining 25% on December 18, 2017. The fair value of these shares was $388,800, which was calculated based on the stock price of $0.54 per share on May 18, 2016, the date the agreement was executed, and will be amortized over the service term. During each of the three months ended March 31, 2018 and 2017, the Company amortized $47,934 as stock compensation expenses.

On November 14, 2016, the Company entered into an employment agreement with an executive for one year. The Company agreed to grant an award of 30,000 restricted Stock Units to the executive pursuant to the Company’s 2014 Omnibus Long-Term Incentive Plan. The fair value of these shares was $92,100, which was calculated based on the stock price of $3.07 per share on November 11, 2016, the date the awards were determined by the Compensation Committee of the Board. Twenty-five percent (25%) of those shares vested on December 30, 2016, 25% on March 31, 2017, 25% on June 30, 2017 and the remaining 25% vested on September 30, 2017. During the three months ended March 31, 2018 and 2017, the Company amortized $0 and $22,710 as stock compensation, respectively.

On November 15, 2016, the Company entered into an agreement with a designer for furniture design services effective on November 15, 2016 for 1 year. The Company agreed to grant the designer 100,000 shares of the Company’s common stock. The fair value of the 100,000 shares was $294,000, which was calculated based on the stock price of $2.94 per share on November 15, 2016 and will be amortized over the service term. Twenty-five percent (25%) of those shares vested on February 15, 2017, 25% on May 15, 2017, 25% vested on August 15, 2017 and the remaining 25% vested on November 15, 2017. During the three months ended March 31, 2018 and 2017, the Company amortized $0 and $73,500 as stock compensation.

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On February 27, 2018, the Company renewed an employment agreement with the Company’s Corporate Secretary and director for a term of one year. The Company agreed to grant an award of 30,000 restricted Stock Units to the officer pursuant to the Company’s 2014 Omnibus Long-Term Incentive Plan. The fair value of these shares was $68,100, which was calculated based on the stock price of $2.27 per share on February 27, 2018, the date the awards were determined by the Compensation Committee of the Board. Twenty-five percent (25%) of those shares vested on February 27, 2018, 25% on March 31, 2018, 25% will vest on June 30, 2018 and the remaining 25% will vest on September 30, 2018. During the three months ended March 31, 2018, the Company amortized $6,157 as stock compensation.

Options Issued to Employees

On August 29, 2017 (the “Grant Date”), the Board approved option grants to the Company’s employees to purchase an aggregate of 780,000 shares of the Company’s common stock (including options to purchase 100,000 shares and 35,000 shares to the Company’s CEO and CFO, respectively) at an exercise price of $1.26 per shares, with a term of 5 years, pursuant to the Company’s 2014 Omnibus Long-Term Incentive Plan. Fifty percent (50%) of those stock options vested immediately, and the remaining 50%  vested on the six-month anniversary of the Grant Date.

The fair value of the stock option granted is estimated on the date of the grant using the Black-Scholes option pricing model (“BSOPM”) as described in options to independent directors above. The fair value of the option granted to employees is recognized as compensation expense over the vesting period of the stock option award. The fair value of the options was calculated using the following assumptions, estimated life of ten years, volatility of 84%, risk free interest rate of 1.70%, and dividend yield of 0%. The fair value of 780,000 stock options was $643,182 at the grant date. During the three months ended March 31, 2018, the Company recorded $321,591 as stock compensation.

As of March 31, 2018, unrecognized share-based compensation expense related to options was $81,227.

Stock option activity under the Company’s stock-based compensation plans is shown below:

	Number of Shares			AverageExercise Price per Share		Aggregate IntrinsicValue(1)		WeightedAverageRemainingContractual Term in Years
Outstanding at January 1, 2018		1,072,000			1.37	$	1,309,425		4.67
Exercisable at January 1, 2018		532,500			1.37	$	649,725		4.67
Granted
Exercised		(15,000	)		1.26				-
Forfeited		-			-				-
Outstanding at March 31, 2018		1,057,500		$	1.37	$	834,750	$	4.44
Exercisable at March 31, 2018		982,500		$	1.35	$	796,500	$	4.43

(1) The intrinsic value of the stock options at March 31, 2018 is the amount by which the market value of the Company’s common stock of $2.16 as of March 31, 2018 exceeds the exercise price of the option.

Statutory Reserves

As a U.S. holding company, the Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the Company’s PRC subsidiary, Nova Macao, only out of the subsidiary’s retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of Nova Macao. Pursuant to the corporate laws of the PRC and Macao, including the PRC Regulations on Enterprises with Foreign Investment, Nova Macao is required to maintain a statutory reserve by appropriating from after-tax profit before declaration or payment of dividends. The statutory reserve represents restricted retained earnings. As a result of the PRC laws and regulations described below that require such annual appropriations of 10% of after-tax income to be set aside prior to payment of dividends as a general statutory reserve fund, Nova Macao is restricted in its ability to transfer a portion of its net assets to the Company as a dividend.

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Surplus Reserve Fund

At March 31, 2018 and December 31, 2017, Nova Macao had surplus reserves of $6,241, representing 50% of its registered capital.

Common Welfare Fund

The common welfare fund is a voluntary fund to which Nova Macao can elect to transfer 5% to 10% of its net income. This fund can only be utilized on capital items for the collective benefit of the subsidiary’s employees, such as construction of dormitories, cafeteria facilities, and other staff welfare facilities. This fund is non-distributable other than upon liquidation. Nova Macao does not participate in this voluntary fund.

Note 11 - Geographical Sales

Geographical distribution of sales consisted of the following for the three months ended March 31, 2018 and 2017:

	Three Months Ended March 31,
Geographical Areas	2018		2017
North America	$	12,717,485	$	12,529,632
Europe		-		2,262,865
Australia		3,660,465		2,449,454
Asia		5,925,522		815,071
	$	22,303,472	$	18,057,022

Note 12 - Commitments and Contingencies

Lease Commitments

On June 17, 2013, the Company entered into a lease agreement for office, warehouse, storage, and distribution space with a five year term, commencing on November 1, 2013 and expiring on October 31, 2018. The lease agreement also provides an option to extend the term for an additional six years. The monthly rental payment is $42,000 with an annual 3% increase.  The rent is recorded on a straight-line basis over the term of the lease. 

On January 7, 2014, the Company entered into a sublease agreement with Diamond Bar for warehouse space with a five-year term commencing on November 1, 2013 and expiring on October 31, 2018. The Company subleased a portion of its warehouse space to one of its customers with a one-year term commencing on December 1, 2013 and expiring on November 30, 2014, which has been renewed every year with the current term expiring on October 31, 2018.  The sublease income of $6,000 per month was recorded against the rental expense. During the three months ended March 31, 2018 and 2017, the Company recorded $18,000 and $16,450 sublease income, respectively.

On September 19, 2013, Bright Swallow entered into a lease agreement for office space in Hong Kong with a two year term, commencing on October 1, 2013 and expiring on September 30, 2015.  On September 15, 2015, Bright Swallow renewed the lease for another two year term, commencing on October 1, 2015 and expiring on September 30, 2017. On September 13, 2017, Bright Swallow renewed the lease for another two year term, commencing on October 1, 2017 and expiring on September 30, 2019. The monthly rental payment is 20,000 Hong Kong Dollars ($2,560).  

The Company has entered into several lease agreements for office and warehouse space in Commerce, California and showroom space in Las Vegas, Nevada and High Point, North Carolina on monthly or annual terms.

Total rental expense for the three months ended March 31, 2018 and 2017 was $199,069 and $178,169, respectively. The rental expense is recorded on a straight-line basis over the term of the lease.

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The total minimum future lease payments are as follows:

12 Months Ending March 31,	Amount
2019	$	361,620
2020		15,360
2021		-
2022		-
2023		-
Thereafter		-
Total	$	376,980

Employment Agreements

On May 3, 2013, the Company entered into an amended and restated employment agreement with Thanh H. Lam to serve as the Company’s president for a five-year term. The agreement provides for an annual salary of $80,000, a grant of 200,000 shares of the Company’s common stock and an annual bonus at the sole discretion of the Board. The 200,000 shares to be issued to Ms. Lam are subject to the terms of a stock award agreement. The first 50,000 shares of common stock vested immediately, and the remaining shares vest at 50,000 shares per year for three years on each anniversary of the effective date of the stock award agreement. The fair value of the shares was based on the stock price of $3.82 per share on May 3, 2013. On July 24, 2017, the Company and Thanh H. Lam entered into an amendment (the “Amendment”) to her amended and restated employment agreement, pursuant to which she serves as the Company’s Chief Executive Officer and President.  The Amendment increased the annual salary of Ms. Lam from $80,000 to $100,000.

On March 21, 2016, the Company granted Restricted Stock Units to Ya Ming (Jeffrey) Wong (the Company’s former CEO), Yuen Ching (Sammy) Ho, the Company’s former CFO, and Thanh H. Lam, the Company’s President. Each of them will receive a grant of 100,000 Restricted Stock Units (“RSU”). The fair value of the 300,000 shares of RSU was $360,000, which was calculated based on the stock price of $1.20 per share on March 21, 2016. The RSU grants, to the extent not forfeited, have fully vested. During the three months ended March 31, 2018 and 2017, the Company recorded $0 and reversal ($30,000), as stock-based compensation to the officers, respectively. 

On March 25, 2016, the Company entered into one-year employment agreements, effective as of November 11, 2015, with Mr. Ya Ming (Jeffrey) Wong and Mr. Yuen Ching (Sammy) Ho to serve as the Company’s CEO and CFO, respectively. These agreements were in substantially the same form as the previous one-year employment agreements entered into on March 25, 2015 (which expired by their terms), and provide for annual salaries of $100,000 for Mr. Wong and $80,000 for Mr. Ho, and annual bonuses at the sole discretion of the Board of Directors. The employment agreements also reflect the RSU grants described in the immediately preceding paragraph. On October 3, 2016, Mr. Wong resigned his position as CEO, terminated his employment agreement, and forfeited 25,000 RSUs granted to him under such agreement. On August 15, 2017, Mr. Ho resigned his position as CFO and terminated his employment agreement.

On August 22, 2017, the Company entered into a one-year employment agreement, effective as of August 22, 2017, with Jeffery Chuang, the Company’s new CFO. The employment agreement provided for an annual salary of $50,000 to the CFO and annual bonuses at the sole discretion of the Board of Directors. The employment agreement also provides for a grant of options to purchase 35,000 shares of the Company’s common stock, which was described in the Note 10 – Stockholders’ equity.

Note 13 - Subsequent Events

The Company has evaluated all events that have occurred subsequent to March 31, 2018 through the issuance of the consolidated financial statements and the following subsequent event has been identified.

On May 8, 2018, the Company renewed an employment agreement with the Company’s Chief Executive Officer and President for a term of five years. The employment agreement provides for an annual salary of $100,000 to the CEO and annual bonuses at the sole discretion of the Board of Directors.

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CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS 

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Words such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” the negatives of such terms and other terms of similar meaning typically identify forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those listed under the heading “Risk Factors” and those listed in our 2017 Form 10-K. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report and in our 2017 Form 10-K. Unless the context otherwise requires, references in this report to “we,” “us,” “Nova,” “Nova Lifestyle” or the “Company” refer to Nova Lifestyle, Inc. and its subsidiaries.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Safe Harbor Declaration

The following discussion and analysis is based upon our financial statements as of the dates and for the periods presented in this section. You should read this discussion and analysis in conjunction with the financial statements and notes thereto found in Part I, Item 1 of this Form 10-Q and our consolidated financial statements and notes thereto included in our annual report on Form 10-K for the fiscal year ended December 31, 2017 (the “2017 Form 10-K”). All references to the first quarter and first three months of 2018 and 2017 mean the three-month periods ended March 31, 2018 and 2017.  In addition to historical information, the following discussion and other parts of this report contain certain forward-looking information. When used in this discussion, the words, “believes,” “anticipates,” “expects” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from projected results, due to a number of risks, uncertainties and factors beyond our control. We do not undertake to publicly update or revise any of these forward-looking statements, even if experience or future changes show that the indicated results or events will not be realized. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Readers also are urged to carefully review and consider our discussions regarding the various factors that affect the company’s business, which are described in this section and elsewhere in this report. For more information, see our discussion of risk factors located at Part I, Item 1A of our 2017 Form 10-K.

Overview

Nova LifeStyle, Inc. is a broad based distributor and retailer of contemporary styled residential furniture incorporated into a dynamic marketing and sales platform offering retail as well as online selection and purchase fulfillment globally.  We monitor popular trending and work to create design elements that are then integrated into our product lines that can be used as both stand-alone or whole-room and home furnishing solutions.  Through our global network, Nova LifeStyle also sells (through an exclusive third party manufacturing partner) a managed variety of high quality bedding foundation components.

Nova LifeStyle’s brand family currently includes Diamond Sofa (www.diamondsofa.com), Colorful World, Giorgio Mobili, and Bright Swallow.

Our customers principally consist of distributors and retailers having specific geographic coverages that deploy middle to high end private label home furnishings having very little competitive overlap within our specific furnishings products or product lines.  Nova LifeStyle is constantly seeking to integrate new sources of distribution and manufacturing that are properly aligned with our growth strategy, thus allowing us to continually focus on building both same store sales growth as well as drive the expansion of our overall distribution and manufacturing relationships through a deployment of popular, as well as trend-based, furnishing solutions worldwide.

We are a U.S. holding company with no material assets other than the ownership interests of our wholly owned subsidiaries through which we market, design and sell residential furniture worldwide: Nova Macao, Bright Swallow, and Diamond Bar. Nova Macao was organized under the laws of Macao on May 20, 2006. Nova Macao is a wholly owned subsidiary of Nova Lifestyle.  Diamond Bar is a California corporation organized on June 15, 2000, which we acquired pursuant to a stock purchase agreement on August 31, 2011.  On April 24, 2013, we acquired all of the outstanding stock of Bright Swallow; the purchase price was $6.5 million in cash and was fully paid at the closing of the acquisition.  

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Our experience developing and marketing products for international markets has enabled us to develop the scale, logistics, marketing, manufacturing efficiencies and design expertise that serve as the foundation for us to expand aggressively into the highly attractive U.S., Canadian, European, Australian, Asian and Middle Eastern markets. 

Principal Factors Affecting Our Financial Performance

Significant factors that we believe could affect our operating results are the (i) prices of our products to our international retailer and wholesaler customers and their markups to end consumers; (ii) consumer acceptance of our new brands and product collections; and (iii) general economic conditions in the U.S., Chinese, Canadian, European and other international markets. We believe most of our customers are willing to pay higher prices for our high quality and stylish products, timely delivery and strong production capacity, which we expect will allow us to maintain high gross profit margins for our products. We have diversified our products by acquiring the Diamond Sofa brand in the U.S. market and developing higher-margin products for the U.S. and international markets, and acquiring Bright Swallow for the Canadian market. Consumer preference trends favoring high quality and stylish products and lifestyle-based furniture suites also should allow us to maintain our high gross profit margins. The markets in North America, and particularly in Europe, remain challenging because such markets are experiencing a slower than anticipated recovery since the international financial crisis. However, we believe that discretionary purchases of furniture by middle to upper middle-income consumers, our target global consumer market, will increase along with expected growth in the worldwide furniture trade and the recovery of housing markets. Furthermore, we believe that our expansion of direct sales in the U.S. will have a positive impact on our net sales and net income, while helping to diversify our customer base and end consumer markets. 

Critical Accounting Policies

Our condensed consolidated financial information has been prepared in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect (1) the reported amounts of our assets and liabilities, (2) the disclosure of our contingent assets and liabilities at the end of each fiscal period and (3) the reported amounts of revenues and expenses during each fiscal period. We continually evaluate these estimates based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available information and reasonable assumptions, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

For a description of our critical accounting policies and estimates, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” and Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. For Revenue Recognition refer to Note 2 to the unaudited consolidated financial statements contained herein.

Changes in Accounting Standards

Please refer to Note 2 to our condensed consolidated financial statements, “Summary of Significant Accounting Policies – New Accounting Pronouncements,” for a discussion of relevant pronouncements.

Results of Operations

Comparison of Three Months Ended March 31, 2018 and 2017

The following table sets forth the results of our operations for the three months ended March 31, 2018 and 2017. Certain columns may not add due to rounding.

	Three Months Ended March 31,
	2018						2017
	$			% of Sales			$			% of Sales
Net sales		22,303,472						18,057,022
Cost of sales		(17,401,930	)		(78.0	%)		(15,355,247	)		(85.0	%)
Gross profit		4,901,542			22.0	%		2,701,775			15.0	%
Operating expenses		(2,936,826	)		(13.2	%)		(4,000,678	)		(22.2	%)
Income (loss) from operations		1,964,716			8.8	%		(1,298,903	)		(7.2	%)
Other expenses, net		(62,438	)		(0.3	%)		(80,506	)		(0.4	%)
Income tax expense (benefit)		247,257			1.1	%		(170,019	)		(0.9	%)
Net income (loss)		1,655,021			7.4	%		(1,209,390	)		(6.7	%)

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Net Sales

Net sales for the three months ended March 31, 2018 were $22.30 million, an increase of 23.52% from $18.06 million in the same period of 2017. This increase in net sales resulted primarily from a 23.06% increase in average selling price and 0.37% increase in sales volume. Our largest selling product categories in the three months ended March 31, 2018 were sofas, dining table and chairs, which accounted for approximately 61%, 9% and 6% of sales, respectively. In the three months ended March 31, 2017, the largest three selling categories were sofas, beds and coffee tables, which accounted for 80%, 11% and 5% of sales, respectively.

The $4.25 million increase in net sales in the three months ended March 31, 2018, compared to the same period of 2017, was mainly due to increased sales to North America, Australia and Asia. North American sales increased by 1.5% to $12.72 million in the three months ended March 31, 2018, compared to $12.53 million in 2017. Europe sales were $0 in the three months ended March 31, 2018, compared to $2.26 million in the same period of 2017. Sales in Europe decreased as we gradually stopped selling low margin, low quality products after the sale of our factory in China. We aggressively changed our product mix and our sales and marketing strategies targeted at high-end products and customers. We will continue to maintain our marketing efforts in Europe. Sales to Australia increased 49.4% to $3.66 million in the three months ended March 31, 2018, compared to $2.45 million in the same period of 2017, primarily as a result of increased sales orders from one of our customers in Australia who was involved in projects in many hotels and apartments during the first quarter of 2018. We anticipate that we will continue to receive orders in the near future from that customer. Sales to Asia, excluding China and Hong Kong, increased by 627.0% to $5.93 million in the three months ended March 31, 2018, compared to $0.82 million in the same period of 2017, primarily due to the increases of sales orders from one of our customers who expanded its business in Middle East. 

Cost of Sales

Cost of sales consists primarily of finished goods purchased from other manufacturers. Total cost of sales increased by 13% to $17.40 million in the three months ended March 31, 2018, compared to $15.36 million in the same period of 2017. Cost of sales as a percentage of sales decreased to 78% in the three months ended March 31, 2018, compared to 85% in the same period of 2017. The increase in cost of sales in dollar terms resulted primarily from increased costs of higher quality products purchased from third party manufacturers. However, due to our marketing efforts, we were able to secure more high-end customers who are willing to pay such higher prices. As a result, cost of sales as a percentage of sales decreased in the first quarter of 2018 as compared to the same quarter last year.

Gross Profit

Gross profit increased by 81% to $4.90 million in the three months ended March 31, 2018, compared to $2.70 million in the same period of 2017. Our gross profit margin increased to 22% in the three months ended March 31, 2018, compared to 15% in the same period of 2017. The increase in gross profit margin resulted primarily from decreased cost of sales as a percentage of net sales, which was due primarily to our marketing efforts to secure more high-end customers who are willing to pay higher prices for our products.  

Operating Expenses

Operating expenses consist of selling, general and administrative expenses and research and development expenses. Operating expenses were $2.94 million in the three months ended March 31, 2018, compared to $4.00 million in the same period of 2017. Selling expenses decreased by 35%, or $0.34 million, to $0.63 million in the three months ended March 31, 2018, from $0.98 million in the same period of 2017, due primarily to decreased sales and marketing expenses since we decreased advertising on shows and television in the U.S. General and administrative expense decreased by 23%, or $0.72 million, to $2.31 million in the three months ended March 31, 2018, from $3.03 million in the same period of 2017, primarily due to a non-recurring, one-time termination cost on Academic E-commerce platform of approximately $0.80 million in 2017 (see Note 6 to our condensed consolidated financial statements).

Other Expenses, Net

Other expenses, net, was $62,438 in the three months ended March 31, 2018, compared with other expense, net, of $80,506 in the same period of 2017, representing a decrease in other expense of $0.02 million. The decrease in other expense was due primarily to the decreased interest expense on our lines of credit to $31,582 in the three months ended March 31, 2018 from $54,406 in the same period of 2017.

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Income Tax (Expense) Benefit

Income tax expense was $247,257 in the three months ended March 31, 2018, compared with $170,019 of income tax benefit in the same period of 2017.   The increase in income tax expense for the three months ended March 31, 2018 was mainly due to increased taxable income. The income tax benefit for the three months ended March 31, 2017 was mainly due to the deferred tax on our NOL carryforwards in the U.S. and a reversal of our tax liability reserves due to a statute of limitations expiration, partially offset by accruing interest on prior year ASC 740-10 (FIN 48) reserves.

Net Income (Loss)

As a result of the foregoing, our net income was $1.66 million in the three months ended March 31, 2018, as compared with $1.21 million of net loss for the same period of 2017.

Liquidity and Capital Resources

Our principal demands for liquidity related to our efforts to increase sales, to purchase inventory, and for expenditures related to sales distribution and general corporate purposes. We intend to meet our liquidity requirements, including capital expenditures related to purchase of inventories and the expansion of our business, primarily through cash flow provided by operations and collections of accounts receivable, and credit facilities from banks.

As we continue to execute our growth strategy focused on aggressively expanding sales, particularly in the U.S., we remain focused on improving net margins and bottom line growth.  As noted above, following the divestment of certain subsidiaries, we have in recent periods found it necessary to rely on third party providers in order to meet demand for the products required by our customers. We also believe that there is elasticity in pricing our higher end products and an ongoing opportunity to improve our product mix, which should help us to stay in step with cost increases.  

We rely primarily on internally generated cash flow and proceeds under our existing credit facilities to support growth.  We may seek additional financing in the form of bank loans or other credit facilities or funds raised through future offerings of our equity or debt, if and when we determine such offerings are required. During 2016, we raised approximately $3.09 million from exercise of warrants.

We had net working capital of $70,391,993 at March 31, 2018, a decrease of $1.84 million from net working capital of $72,236,890 at December 31, 2017. The ratio of current assets to current liabilities was 29.05-to-1 at March 31, 2018.

The following is a summary of cash provided by or used in each of the indicated types of activities during the three months ended March 31, 2018 and 2017: 

	2018			2017
Cash (used in) provided by:
Operating activities	$	(387,929	)	$	8,759,369
Investing activities		(11,499	)		(7,587,132	)
Financing activities		(4,202,118	)		(3,469,690	)

Net cash used in operating activities was $0.39 million in the three months ended March 31, 2018, a reduction of cash inflow of $9.15 million from $8.76 million of cash provided in operating activities in the same period of 2017. The reduction of cash inflow was attributable primarily to a decreased cash inflow of $17.56 million from accounts receivable to $0.94 million cash outflow in the three months ended March 31, 2018, compared to $16.61 million cash inflow in the same period of 2017, the decrease being mainly a result of increased sales and providing longer payment terms to our long-term relationship customers. The reduction in cash inflow was partially offset by (i) an increased cash inflow for net income of $2.86 million from net loss of $1.21 million in the three months ended March 31, 2017 to net income of $1.66 million in the three months ended March 31, 2018, this increase being mainly a result of increased of net sales with higher profit margin, and (ii) a reduction in cash outflow of $5.26 million for advance to suppliers from $7.44 million in the three months ended March 31, 2017 to $2.18 million in the three months ended March 31, 2018. In the first quarter of 2017, we placed more deposits to suppliers in China in preparation of sales in the latter part of 2017.

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Net cash provided by investing activities was $0.01 million in the three months ended March 31, 2018, a decrease of cash outflow of $7.58 million from $7.59 million outflow in the same period of 2017. In the three months ended March 31, 2018, we incurred cash outflow of $11,499 from purchases of property and equipment. In the three months ended March 31, 2017, we incurred cash outflow of $2,132 from purchases of property and equipment and advances to unrelated parties of $8.84 million, which were partially offset by a receipt of $1.25 million from trademark assignment fee in connection with divestment of our former Chinese subsidiaries.

Net cash used in financing activities was $4.20 million in the three months ended March 31, 2018, an increase of cash outflow of $0.73 million from cash outflow of $3.47 million in the same period of 2017. In the three months ended March 31, 2018, we repaid $20.13 million on bank loans, and borrowed $15.92 million from bank loans.  In the three months ended March 31, 2017, we repaid $18.94 million for bank loans, and borrowed $15.47 million from bank loans.

As of March 31, 2018, we had gross accounts receivable of $55,166,902, of which $9,760,499 was not yet past due, $14,426,139 was less than 90 days past due, $11,356,875 was over 90 days but within 180 days past due and $19,623,390 over 180 days past due. We had an allowance for bad debt of $540,946 for accounts receivable. As of May 4, 2018, $6,360,686 accounts receivable outstanding at March 31, 2018 had been collected.

As of May 4, 2018, $23,736,569, or 44%, of accounts receivable outstanding at December 31, 2017 had been collected.

As of March 31, 2018 and December 31, 2017, we had advances to suppliers of $10,762,192 and $8,580,609, respectively. The nature of these supplier prepayments is that the payment is made for goods before we actually receive them. The balances of advances to suppliers have increased by $2.18 million due in part to the fact that product orders prepaid to suppliers for a special project from orders of a Senior Care Center in Shanxi, which would be delivered in the fourth quarter of 2018. We made prepayment to our suppliers 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 tightening 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 ensure that our products are treated as priorities and lock in 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 by our 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. We 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. As of March 31, 2018 and December 31, 2017, no reserve on supplier prepayments had been made or recorded by us.

In addition, we have noticed increasing demand for antique home furnishing and within the decorating market for products such as reclaimed wood flooring and one-of-a-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 May 4, 2018, $785,733, or 7%, of our advance to suppliers outstanding at March 31, 2018 had been delivered to us in the form of inventory purchase.

The balance of $10,762,192 advance to suppliers outstanding at March 31, 2018 is expected to be delivered to us in the form of inventory purchase through the fourth quarter in 2018.

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Lines of Credit

Diamond Bar entered into an agreement with a bank in California for a line of credit of up to $5,000,000 with annual interest of 4.25% and maturity on June 1, 2015. On June 8, 2015, the bank extended and modified the terms of the loan agreement to extend the line of credit up to a maximum of $6,000,000 until July 31, 2015 and $5,000,000 thereafter with an annual interest rate of 4.25% and maturity on September 1, 2015 (the term of which the bank allowed to extend until the renewal described in the following sentence while the bank conducted its own audit associated therewith). On September 28, 2015, Diamond Bar extended the line of credit up to a maximum of $6,000,000 with annual interest of 3.75% (4% from December 17, 2015) and maturity on June 1, 2017. On January 20, 2016, Diamond Bar increased the line of credit up to a maximum of $8,000,000 with annual interest of 4%.  On June 22, 2017, Diamond Bar extended the line of credit to maturity on September 1, 2017. On September 19, 2017, Diamond Bar extended the line of credit to maturity on June 1, 2019. The annual interest was 4.5% as of December 31, 2017. The line of credit is secured by all of the assets of Diamond Bar and is guaranteed by Nova LifeStyle. As of March 31, 2018 and 2017, Diamond Bar had $0 and $4,202,118 outstanding on the line of credit, respectively.  During the three months ended March 31, 2018 and 2017, the Company recorded interest expense of $31,582 and $40,578, respectively.  As of March 31, 2018, Diamond Bar had $8,000,000 available for borrowing without violating any covenants.

The Diamond Bar loan has the following covenants: (i) maintain a minimum tangible net worth of not less than $20 million; (ii) maintain a ratio of debt to tangible net worth not in excess of 2.5 to 1.0; (iii) the pre-tax income must be not less than 1.0% of total revenue quarterly; and (iv) maintain a current ratio in excess of 1.25 to 1.00. As of March 31, 2018, Diamond Bar was in compliance with the stated covenants. 

On January 22, 2015, Nova Macao renewed a line of credit, with an annual interest rate of 4.25% and principal of up to $6,500,000, with a commercial bank in Hong Kong to extend the maturity date to January 29, 2016. On February 16, 2016, Nova Macao extended the maturity date of line of credit to January 31, 2017, with an annual interest rate of 4% and principal of up to $6,500,000. The loan requires monthly payment of interest and that the interest rate will be adjusted annually. The loan was secured by assignment of Sinosure (China Export and Credit Insurance Company) credit insurance and was guaranteed by Nova LifeStyle and Diamond Bar. The Company did not extend the line of credit and paid it off in February 2017. As of March 31, 2018 and December 31, 2017, Nova Macao had $0 outstanding on the line of credit, respectively. During the three months ended March 31, 2018 and 2017, Nova Macao paid interest of $0 and $13,828, respectively.

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Shelf Registration; Resale Registration Statement

On July 13, 2017, the Company filed a shelf registration statement on Form S-3 under which the Company may, from time to time, sell securities in one or more offerings up to a total dollar amount of $60,000,000.  The shelf registration statement was declared effective as of October 12, 2017.

Other Long-Term Liabilities

As of March 31, 2018, we recorded long-term taxes payable of $4.6 million, consisting of an income tax payable of $2.5 million, primarily arising from a one-time transition tax recognized in the fourth quarter of 2017 that represented management’s estimate of the amount of U.S. corporate income tax based on the deemed repatriation to the United States of our share of previously deferred earnings of our non-U.S. subsidiaries of mandated by the U.S. Tax Reform, and a $2.1 million unrecognized tax benefit, as ASC 740 specifies that tax positions for which the timing of the ultimate resolution is uncertain should be recognized as long-term liabilities.

At this time, we are unable to make a reasonably reliable estimate of the timing of payments or realization of deferred tax liabilities in individual years beyond 12 months due to uncertainties in the timing of the tax impact of the transactions.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements between us and any other entity that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to shareholders.

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholders’ equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, our principal executive officer and principal financial officer, respectively, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2018, our disclosure controls and procedures were effective.

During the period covered by this quarterly report, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We may occasionally become involved in various lawsuits and legal proceedings arising in the ordinary course of business. Litigation is subject to inherent uncertainties and an adverse result in these or other matters that may arise from time to time could have an adverse effect on our business, financial condition or operating results. We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Item 6. Exhibits

See the following Exhibit Index to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.	Document Description
10.1†	Employment Agreement by and between Nova Lifestyle Inc. and Thanh H. Lam dated May 8, 2018*
31.1 †	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 †	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 ‡	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as signed by the Chief Executive Officer
32.2 ‡	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as signed by the Chief Financial Officer
101.INS†	XBRL Instance Document
101.SCH†	XBRL Schema Document
101.CAL†	XBRL Calculation Linkbase Document
101.DEF†	XBRL Definition Linkbase Document
101.LAB†	XBRL Label Linkbase Document
101.PRE†	XBRL Presentation Linkbase Document

† Filed herewith

‡ Furnished herewith

* Indicates management contract, compensatory agreement or arrangement, in which our directors or executive officers may participate.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		NOVA LIFESTYLE, INC.
		(Registrant)
Date: May 14, 2018	By:	/s/ Thanh H. Lam
		Thanh H. Lam Chairperson and Chief Executive Officer (Principal Executive Officer)
Date: May 14, 2018		/s/ Jeffery Chuang
		Jeffery Chuang Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 8^th day of May, 2018 (the “Effective Date”), by and between Nova Lifestyle Inc., a Nevada corporation (the “Company”), and Thanh H. Lam (the “Executive”).

WITNESSETH:

WHEREAS, the parties desire to enter into this Agreement setting forth terms and conditions of the employment relationship between the Executive and the Company.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1.EMPLOYMENT.

1.1Agreement to Employ. The Company hereby agrees to employ Executive, and Executive hereby agrees to serve, subject to the provisions of this Agreement, as an officer and employee of the Company.

1.2Duties and Schedule. Executive shall serve as the Company’s Chief Executive Officer (“CEO”) and President. The responsibilities of the Executive shall be subject to the bylaws of the Company and determined by the the Board of Directors of the Company (the “Board”). The Executive shall report directly to the Board and shall have such responsibilities as designated by the Board of the Company to the extent that such responsibilities are not inconsistent with all applicable laws, regulations and rules. Executive shall devote her best efforts and all of her business time to her position with the Company.

2.TERM OF EMPLOYMENT. Unless Executive’s employment shall sooner terminate pursuant to Section 4, the Company shall employ Executive for a five-year term commencing on the Effective Date (the “Term”), which Term shall be renewable upon mutual agreement of the Company and the Executive.

3.COMPENSATION.

3.1Salary. Executive’s salary during the Term shall be $100,000 per year (the “Salary”), payable monthly.

3.2Bonus. At the sole discretion of the Board, or any committee duly designated by the Board and authorized to act thereto, the Executive shall be eligible for an annual cash bonus.

3.3Vacation. Executive shall be entitled to 12 days of paid vacation per year.

3.4Business Expenses. Executive shall be reimbursed by the Company for all ordinary and necessary expenses incurred by Executive; provided that they are incurred and approved in writing in accordance with the Company’s expense policy.

3.5 Benefits. During the Term, Executive shall be allowed to participate, on the same basis generally as other employees of the Company, in all general employee benefit plans and programs, including improvements or modifications of the same, which may exist as of the Effective Date or thereafter and which are made available by the Company to all or substantially all of its employees. Such benefits, plans, and programs mayinclude, withoutlimitation, any health, and dental insurance or 401K programs, if and when instituted. Any benefit plan currently existing or instituted by the Company after the Effective Date may be altered, change or discontinued by the

Company at its sole discretion and at any time without obligation of any nature to Executive. Except as specifically provided herein, nothing in this Agreement is to be construed or interpreted to increase or alter in any way the rights, participation, coverage, or benefits under such benefit plans or programs to other than those provided to other employees pursuant to the terms and conditions of such benefit plans and programs.  

4.TERMINATION.

4.1Death. This Agreement shall terminate immediately upon the death of Executive and Executive’s estate or Executive’s legal representative, as the case may be, shall be entitled to Executive’s accrued and unpaid Salary and vacation as of the date of Executive’s death, plus all other compensation and benefits that were vested through the date of Executive’s death.

4.2Disability. In the event of Executive’s Disability, this Agreement shall terminate and Executive shall be entitled to (a) accrued and unpaid Salary and vacation through the first date that a Disability is determined; and (b) all other compensation and benefits that were vested through the first date that a Disability has been determined. “Disability” means the good faith determination of the Board that Executive has become so physically or mentally incapacitated or disabled as to be unable to satisfactorily perform her duties hereunder for a period of ninety (90) consecutive calendar days or for one- hundred twenty (120) days in any three-hundred sixty (360) day period, such determination based upon a certificate as to such physical or mental disability issued by a licensed physician and/or psychiatrist (as the case may be) mutually agreed upon by Executive and the Company.

4.3Termination by Company for Cause.  The Company may terminate the Executive for Cause at any time and such termination shall take effect upon the receipt by Executive of the Notice of Termination. Upon the effective date of the termination for Cause, Executive shall be solely entitled to accrued and unpaid Salary through such effective date. “Cause” means: (i) engaging in any act, omission or misconduct that is injurious to the Company or an affiliate; (ii) gross negligence or willful misconduct in connection with the performance of duties; (iii) conviction of a criminal offense (other than minor traffic offenses); (iv) fraud, embezzlement or misappropriation of funds or property of the Company or an affiliate; (v) material breach of any term of any employment or other services, confidentiality, intellectual property or non-competition agreements, if any, between the Executive and the Company or an affiliate; (vi) the entry of an order duly issued by any regulatory agency (including federal, state and local regulatory agencies and self-regulatory bodies) having jurisdiction over the Company or an affiliate requiring the removal of the Executive from any office held with the Company or prohibiting the Executive from participating in the business or affairs of the Company or any affiliate; or (vii) the revocation or threatened revocation of any of the Company’s or an affiliate’s government licenses, permits or approvals, which is primarily due to the Executive’s action or inaction and such revocation or threatened revocation would be alleviated or mitigated in any material respect by the termination of the Executive’s employment or services with the Company or an affiliate.

4.4Voluntary Termination by Executive. The Executive may voluntarily terminate her employment for any reason and such termination shall take effect 30 days after the receipt by Company of the Notice of Termination. Upon the effective date of such termination, Executive shall be entitled to (a) accrued and unpaid Salary and vacation through such termination date; and (b) all other compensation and benefits that were vested through such termination date.  In the event Executive is terminated without notice, it shall be deemed a termination by the Company for Cause.

4.5Notice of Termination. Any termination of the employment by the Company or the Executive shall be communicated by a notice in accordance with Section 8.4 of this Agreement (the “Notice of Termination”).   Such notice shall (a) indicate the specific termination provision in this Agreement relied upon and (b) if the termination is for Cause, the date on which the Executive’s employment is to be terminated.

4.6Severance. The Executive shall not be entitled to severance payments upon any termination provided in Section 4 herein.

5.EXECUTIVE’S REPRESENTATION. The Executive represents and warrants to the Company that: (a) she is subject to no contractual, fiduciary or other obligation which may affect the performance of her duties under this Agreement; (b) she has terminated, in accordance with their terms, any contractual obligation which may affect her performance under this Agreement; and (c) her employment with the Company will not require her to use or disclose proprietary or confidential information of any other person or entity.

6.CONFIDENTIAL INFORMATION Except as permitted or directed by the Board of Directors of the Company in writing, during the time the Executive is employed by the Company or at any time thereafter, the Executive shall not use for her personal purposes nor divulge, furnish, or make accessible to anyone or use in any way (other than in the ordinary course of the business of the Company) any confidential or secret information or knowledge of the Company, whether developed by herself or by others. Such confidential and/or secret information encompassed by this Section 6 includes, but is not limited to, the Company’s customer and supplier lists, business plans, software, systems, trade secret, design, and financial, marketing, and personnel information. The Executive agrees to refrain from any acts or omissions that would reduce the value of any confidential or secret knowledge or information to the Company, both during her employment hereunder and at any time after the termination of her employment. The Executive’s obligations of confidentiality under this Section 6 shall not apply to any knowledge or information that is now published publicly or that subsequently becomes generally publicly known, other than as a direct or indirect result of a breach of this Agreement by the Executive.

7.NON-COMPETITION: NON-SOLICITATION; INVENTIONS.

7.1Non-Competition.  During the employment of the Executive under this Agreement and for a period of six (6) months after termination of such employment, the Executive shall not at any time compete on her own behalf, or on behalf of any other person or entity, with the Company or any of its affiliates within all territories in which the Company does business with respect to the business of the Company or any of its affiliates as such business shall be conducted on the date hereof or during the employment of the Executive under this Agreement. The ownership by the Executive of not more than 5% of a corporation, partnership or other enterprise shall not constitute a violation hereof.

7.2Non-Solicitation.  During the employment of the Executive under this Agreement and thereafter Executive shall not at any time (i) solicit or induce, on her own behalf or on behalf of any other person or entity, any employee of the Company or any of its affiliates to leave the employ of the Company or any of its affiliates; or (ii) solicit or induce, on her own behalf or on behalf of any other person or entity, any customer or Prospective Customer of the Company or any of their respective affiliates to reduce its business with the Company or any of its affiliates. For the purposes of this Agreement, “Prospective Customer” shall mean any individual, corporation, trust or other business entity which has either (a) entered into a nondisclosure agreement with the Company or any Company subsidiary or affiliate or (b) has within the preceding 12 months received a currently pending and not rejected written proposal in reasonable detail from the Company or any of the Company’s subsidiary or affiliate.

7.3Inventions and Patents. The Company shall be entitled to the sole benefit and exclusive ownership of any patents, inventions or improvements in products, processes, or other things that may be made or discovered by Executive while she is in the service of the Company. During the Term, Executive shall do all acts necessary or required by the Company to give effect to this section and, following the Term, Executive shall do all acts reasonably necessary or required by the Company to give effect to this section.  In all cases, the Company shall pay all costs and fees associated with such acts by Executive. 

7.4Return of Property.  The Executive agrees that all property in the Executive’s possession that she obtains or is assigned in the course of her employment with the Company, including, without limitation, all documents, reports, manuals, memoranda, customer lists, credit cards, keys, access cards, and all other property relating in any way to the business of the Company, is the exclusive property of the Company, even if the Executive authored, created, or assisted in authoring or creating such property. The Executive shall return to the Company all such property immediately upon termination of employment or at such earlier time as the Company may request.

7.5Court Ordered Revisions.If any portion of this Section 7 is found by a court of competent jurisdiction to be invalid or unenforceable, but would be valid and enforceable if modified, this Section 7 shall apply with such modifications necessary to make this Section 7 valid and enforceable.  Any portion of this Section 7 not required to be so modified shall remain in full force and effect and not be affected thereby.

7.6Specific Performance. The Executive acknowledges that the remedy at law for any breach of any of the provisions of Section 7 will be inadequate, and that the Company shall be entitled, in addition to any remedy at law or in equity, to preliminary and permanent injunctive relief and specific performance.

8.MISCELLANEOUS.

8.1Indemnification.  The Company and each of its subsidiaries shall, to the maximum extent provided under applicable law, indemnify and hold Executive harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, Executive’s employment by the Company, other than any such Losses incurred as a result of Executive’s negligence or willful misconduct.  The Company shall, or shall cause a subsidiary thereof to, advance to Executive any expenses, including attorney’s fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law.  Such costs and expenses incurred by Executive in defense of any such proceeding shall be paid by the Company or applicable subsidiary in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by or on behalf of Executive to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that Executive is not entitled to be indemnified by the Company or any subsidiary thereof.  The Company will provide Executive with coverage under all directors and officers liability insurance policies that it has in effect during the Term, with no deductible to Executive.

8.2Applicable Law. Except as may be otherwise provided herein, this Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, applied without reference to principles of conflict of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Clark County, Nevada.

8.3Amendments. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors or legal representatives.

8.4Notices.  All notices and other communications hereunder shall be in writing and shall be given by hand-delivery to the other party, by U.S. nationally recognized courier service, or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

Thanh H. Lam

__________________

__________________

______________________

If to the Company:

Secretary of Nova LifeStyle

6565 East Washington Blvd.

Commerce, CA 90040

Or to such other address as either party shall have furnished to the other in writing in accordance herewith.  Notices and communications shall be effective when delivered to the addressee.

8.5Withholding. The Company may withhold from any amounts payable under the Agreement, such federal, state and local income, unemployment, social security and similar employment related taxes and similar employment related withholdings as shall be required to be withheld pursuant to any applicable law or regulation.

8.6Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement and any such provision which is not valid or enforceable in whole shall be enforced to the maximum extent permitted by law.

8.7Captions. The captions of this Agreement are not part of the provisions and shall have no force or effect.

8.8Entire Agreement. This Agreement contains the entire agreement among the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto.

8.9Survival. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement or the Executive’s employment hereunder to the extent necessary to the intended preservation of such rights and obligations.

8.10Waiver. Either Party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, or prevent that party thereafter from enforcing each and every other provision of this Agreement.

8.11Successors.  This Agreement is personal to Executive and, without the prior express written consent of the Company, shall not be assignable by Executive. This Agreement shall inure to the benefit of and be enforceable by Executive’s estate, heirs, beneficiaries, and/or legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

8.12Joint Efforts/Counterparts. Preparation of this Agreement shall be deemed to be the joint effort of the parties hereto and shall not be construed more severely against any party.  This Agreement may be signed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

8.13Representation by Counsel.   Each Party hereby represents that it has had the opportunity to be represented by legal counsel of its choice in connection with the negotiation and execution of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

EXECUTIVE:       ––––––––––––––––––––––––––––– Thanh H. Lam NOVA LIFESTYLE, INC.       ––––––––––––––––––––––––––––– Jeffery Chuang, Chief Financial Officer  

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302(a)

OF THE SARBANES-OXLEY ACT OF 2002

I, Thanh H. Lam, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2018, of Nova Lifestyle, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2018	By:	/s/ Thanh H. Lam
		Thanh H. Lam Chairperson and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302(a)

OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffery Chuang, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2018, of Nova Lifestyle, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2018	By:	/s/ Jeffery Chuang
		Jeffery Chuang Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Nova Lifestyle, Inc. (the “Company”) for the quarter ended March 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Thanh H. Lam, Chairperson and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. §78m or §78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 14, 2018	By:	/s/ Thanh H. Lam
		Thanh H. Lam Chairperson and Chief Executive Officer

This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Nova Lifestyle, Inc. (the “Company”) for the quarter ended March 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Jeffery Chuang, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. §78m or §78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 14, 2018	By:	/s/ Jeffery Chuang
		Jeffery Chuang Chief Financial Officer (Principal Financial Officer)

This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 10, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	Nova Lifestyle, Inc.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		27,506,990
Amendment Flag	false
Entity Central Index Key	0001473334
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current Assets
Cash and cash equivalents	$ 1,121,170	$ 5,722,716
Accounts receivable, net	54,625,956	54,006,513
Advance to suppliers	10,762,192	8,580,609
Inventories	6,220,820	6,374,560
Prepaid expenses and other receivables	171,197	232,935
Total Current Assets	72,901,335	74,917,333
Noncurrent Assets
Plant, property and equipment, net	158,405	157,246
Lease deposit	43,260	43,260
Goodwill	218,606	218,606
Intangible assets, net	4,100,932	4,202,608
Deferred tax asset	318,961	318,961
Total Noncurrent Assets	4,840,164	4,940,681
Total Assets	77,741,499	79,858,014
Current Liabilities
Accounts payable	1,338,898	1,634,554
Advance from customers	43,221	19,826
Accrued liabilities and other payables	733,362	847,756
Income tax payable	393,861	178,307
Total Current Liabilities	2,509,342	2,680,443
Noncurrent Liabilities
Line of credit	0	4,202,118
Income tax payable	4,559,553	4,527,849
Total Noncurrent Liabilities	4,559,553	8,729,967
Total Liabilities	7,068,895	11,410,410
Contingencies and Commitments
Stockholders’ Equity
Common stock, $0.001 par value; 75,000,000 shares authorized, 28,301,738 and 28,191,927 shares issued and outstanding; as of March 31, 2018 and December 31, 2017, respectively	28,302	28,192
Additional paid-in capital	39,252,246	38,682,377
Statutory reserves	6,241	6,241
Retained earnings	31,385,815	29,730,794
Total Stockholders’ Equity	70,672,604	68,447,604
Total Liabilities and Stockholders’ Equity	$ 77,741,499	$ 79,858,014

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	28,301,738	28,191,927
Common stock, shares outstanding	28,301,738	28,191,927

XML

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS) - USD ($)		3 Months Ended
		Mar. 31, 2018	Mar. 31, 2017
Net Sales		$ 22,303,472	$ 18,057,022
Cost of Sales		17,401,930	15,355,247
Gross Profit		4,901,542	2,701,775
Operating Expenses
Selling expenses		631,153	975,002
General and administrative expenses		2,305,673	3,025,676
Total Operating Expenses		2,936,826	4,000,678
Income (Loss) From Operations		1,964,716	(1,298,903)
Other Income (Expenses)
Foreign exchange transaction loss		(136)	(40)
Interest expense		(31,582)	(54,406)
Financial expense		(30,720)	(26,060)
Total Other Expenses, Net		(62,438)	(80,506)
Income (Loss) Before Income Taxes		1,902,278	(1,379,409)
Income Tax Expense (Benefit)		247,257	(170,019)
Net Income (Loss) and Comprehensive Income (Loss)		$ 1,655,021	$ (1,209,390)
Basic weighted average shares outstanding (in Shares)	[1]	28,253,115	27,345,106
Diluted weighted average shares outstanding (in Shares)		28,693,479	27,345,106
Net income (loss) per share of common stock
Basic (in Dollars per share)		$ 0.06	$ (0.04)
Diluted (in Dollars per share)		$ 0.06	$ (0.04)

[1] Including 821,534 and 466,967 shares that were granted and vested but not yet issued for the three months ended March 31, 2018 and 2017, respectively.

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash Flows From Operating Activities
Net income (loss)	$ 1,655,021	$ (1,209,390)
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	112,017	381,119
Deferred tax benefit	31,704	(188,117)
Stock compensation expense	595,677	449,889
Termination cost on Academic E-commerce platform (Note 6)	0	800,000
Changes in bad debt allowance	321,970	324,684
Changes in operating assets and liabilities:
Accounts receivable	(941,413)	16,614,186
Advance to suppliers	(2,181,584)	(7,444,924)
Inventories	153,740	489,152
Other current assets	35,452	112,991
Accounts payable	(295,656)	(1,458,241)
Advance from customers	23,395	21,529
Accrued liabilities and other payables	(113,806)	(151,606)
Taxes payable	215,554	18,097
Net Cash (Used in) Provided by Operating Activities	(387,929)	8,759,369
Cash Flows From Investing Activities
Assignment fee received	0	1,250,000
Purchase of property and equipment	(11,499)	(2,132)
Advances to unrelated parties	0	(8,835,000)
Net Cash Used in Investing Activities	(11,499)	(7,587,132)
Cash Flows From Financing Activities
Proceeds from line of credit and bank loan	15,923,479	15,469,342
Repayment to line of credit and bank loan	(20,125,597)	(18,939,032)
Net Cash Used in Financing Activities	(4,202,118)	(3,469,690)
Net decrease in cash and cash equivalents	(4,601,546)	(2,297,453)
Cash and cash equivalents, beginning of period	5,722,716	2,587,743
Cash and cash equivalents, end of period	1,121,170	290,290
Analysis of cash and cash equivalents
Included in cash and cash equivalents per consolidated balance sheets	1,121,170	290,290
Cash and cash equivalents, end of period	1,121,170	290,290
Cash paid during the period for:
Income tax payments	0	0
Interest paid	$ 31,582	$ 54,406

XML

Note 1 - Organization and Description of Business

3 Months Ended

Mar. 31, 2018

Disclosure Text Block [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note 1 - Organization and Description of Business

Nova LifeStyle, Inc. (“Nova LifeStyle” or the “Company”), formerly known as Stevens Resources, Inc., was incorporated in the State of Nevada on September 9, 2009.

The Company is a U.S. holding company with no material assets other than the ownership interests of our subsidiaries through which we market, design and sell furniture worldwide: Nova Furniture Limited in the British Virgin Islands (“Nova Furniture”), Nova Furniture Ltd. in Samoa (“Nova Samoa”), Bright Swallow International Group Limited (“Bright Swallow” or “BSI”), Nova Furniture Macao Commercial Offshore Limited (“Nova Macao”), and Diamond Bar Outdoors, Inc. (“Diamond Bar”).

Nova Macao was organized under the laws of Macao on May 20, 2006, and is a wholly owned subsidiary of Nova Furniture.  Diamond Bar, doing business as Diamond Sofa, was incorporated in California on June 15, 2000.  Nova Macao is a trading company, importing, marketing and selling products designed and manufactured by Nova Furniture (Dongguan) Co., Ltd. (“Nova Dongguan”) and third party manufacturers for the U.S. and international markets. Diamond Bar markets and sells products manufactured by third party manufacturers under the Diamond Sofa brand to distributors and retailers principally in the U.S. market.  On April 24, 2013, the Company completed the acquisition of Bright Swallow, an established furniture company with a global client base.  

The sale of three of the Company’s former subsidiaries, Nova Dongguan, Nova Dongguan Chinese Style Furniture Museum (“Nova Museum”), and Dongguan Ding Nuo Household Products Co., Ltd. (“Ding Nuo”), was consummated on October 25, 2016.

Before its divestment, Nova Dongguan was a wholly foreign-owned enterprise, or WFOE, and was incorporated under the laws of the PRC on June 6, 2003. Nova Dongguan organized Nova Museum on March 17, 2011 as a non-profit organization under the laws of the PRC engaged in the promotion of the culture and history of furniture in China. Nova Dongguan markets and sells products in China to stores in our former franchise network and to wholesalers and agents for domestic retailers and exporters. At the time of sale, Nova Dongguan also provided design expertise and facilities to manufacture branded products and products for international markets under original design manufacturer and original equipment manufacturer agreements, or ODM and OEM agreements. On October 24, 2013, Nova Dongguan incorporated Ding Nuo under the laws of the PRC.

On December 7, 2017, Nova LifeStyle, Inc. incorporated i Design Blockchain Technology, Inc. (“i Design”) under the laws of the State of California. The purpose of i Design is to build our own blockchain technology team. This new company will focus on application of blockchain technology in the furniture industry, including encouraging and facilitating interactions among designers and customers, and building a blockchain-powered platform that enables designers to showcase their products including current and future furniture designs. This company is in a planning stage and has had minimal operations to date.

The “Company” and “Nova” collectively refer to Nova LifeStyle, the U.S. parent, and its subsidiaries, Nova Furniture, Nova Samoa, Nova Macao, Diamond Bar, i Design and BSI. 

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Note 2 - Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.

The interim condensed consolidated financial information as of March 31, 2018 and for the three month periods ended March 31, 2018 and 2017 have been prepared without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures, which are normally included in consolidated financial statements prepared in accordance with U.S. GAAP have not been included. The interim condensed consolidated financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, previously filed with the SEC on March 29, 2018.

In the opinion of management, all adjustments (which include all significant normal and recurring adjustments) necessary to present a fair statement of the Company’s interim condensed consolidated financial position as of March 31, 2018, its interim condensed consolidated results of operations and cash flows for the three month periods ended March 31, 2018 and 2017, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

Use of Estimates

In preparing consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, revenue recognition, the allowance for bad debt, valuation of inventories, the valuation of stock-based compensation, income taxes and unrecognized tax benefits, valuation allowance for deferred tax assets, assumptions used in assessing impairment of long-lived assets and goodwill. Actual results could differ from those estimates.

Business Combination

For a business combination, the assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree are recognized at the acquisition date, measured at their fair values as of that date. In a business combination achieved in stages, the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, are recognized at the full amounts of their fair values. In a bargain purchase in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus any noncontrolling interest in the acquiree that excess in earnings is recognized as a gain attributable to the acquirer.

Deferred tax liability and asset are recognized for the deferred tax consequences of differences between the tax bases and the recognized values of assets acquired and liabilities assumed in a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 740-10.

Goodwill

Goodwill is the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. In accordance with ASC Topic 350, “Intangibles-Goodwill and Other,” goodwill is not amortized but is tested for impairment, annually or more frequently when circumstances indicate a possible impairment may exist. Impairment testing is performed at a reporting unit level. An impairment loss generally would be recognized when the carrying amount of the reporting unit exceeds its fair value, with the fair value of the reporting unit determined using discounted cash flow (“DCF”) analysis. A number of significant assumptions and estimates are involved in the application of the DCF analysis to forecast operating cash flows, including the discount rate, the internal rate of return and projections of realizations and costs to produce. Management considers historical experience and all available information at the time the fair values of its reporting units are estimated.

ASC Topic 350 also permits an entity to first assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the two-step goodwill impairment test is required to be performed. Otherwise, no further testing is required. Performing the qualitative assessment involved identifying the relevant drivers of fair value, evaluating the significance of all identified relevant events and circumstances, and weighing the factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. After evaluating and weighing all these relevant events and circumstances, it was concluded that a positive assertion can be made from the qualitative assessment that it is more likely than not that the fair value of Diamond Bar is greater than its carrying amount. As such, it is not necessary to perform the two-step goodwill impairment test for Diamond Bar reporting unit.  Accordingly, as of March 31, 2018 and 2017, the Company concluded there was no impairment of goodwill of Diamond Bar.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Advances to Suppliers

Advances to suppliers are 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 its historical record and actual practice, the Company 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 the Company. Any provisions for allowance for advance to suppliers, if deemed necessary, will be included in general and administrative expenses in the consolidated statements of comprehensive income. During the three months ended March 31, 2018 and 2017, no provision was made on advances to suppliers.

Inventories

Inventories are stated at the lower of cost and net realizable value with cost determined on a weighted-average basis. Management compares the cost of inventories with the net realizable value and an allowance is made for writing down their inventories to market value, if lower. The Company did not record any write-downs of inventory at March 31, 2018 and 2017.

Plant, Property and Equipment

Plant, property and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any. Expenditures for maintenance and repairs are expensed as incurred; while additions, renewals and improvements are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with 10% salvage value and estimated lives as follows:

Computer and office equipment	5 years
Decoration and renovation	10 years

Depreciation of plant, property and equipment attributable to manufacturing activities is capitalized as part of inventories, and expensed to cost of goods sold when inventories are sold.

Impairment of Long-Lived Assets 

Long-lived assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.

Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.

Based on its review, the Company believes that, as of March 31, 2018 and 2017, there was no significant impairment of its long-lived assets.

Research and Development

Research and development costs are related primarily to the Company designing and testing its new products during the development stage. Research and development costs are recognized in general and administrative expenses and expensed as incurred. Research and development expense were $65,589 and $0 for the three months ended March 31, 2018 and 2017, respectively.

Income Taxes

In its interim financial statements, the Company follows the guidance in ASC 270 “Interim Reporting” and ASC 740 “Income Taxes” whereby the Company utilizes the expected annual effective rate in determining its income tax provision.  The income tax expense for the three months ended March 31, 2018 is $247,000 and is primarily related to income from operations. The income tax benefit for the three months ended March 31, 2017 is $170,000 and is primarily related to quarter to date losses generated from U.S. operations.

Income taxes are accounted for using an asset and liability method. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company follows ASC Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures.

Under the provisions of ASC Topic 740, when tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Nova Lifestyle and Diamond Bar are subject to U.S. corporate income taxes on their taxable income at a rate of up to 21% for taxable years beginning after December 31, 2017 and up to 35% for prior tax years. On December 22, 2017, the Tax Cut and Jobs Act (“Tax Act”) was signed into law. The Tax Act introduced a broad range of tax reform measures that significantly change the federal income tax laws. The provisions of the Tax Act that may have significant impact on the Company include the permanent reduction of the corporate income tax rate from 35% to 21% effective for tax years including or commencing on January 1, 2018, one-time transition tax on post-1986 foreign unremitted earnings, provision for Global Intangible Low Tax Income (“GILTI”), deduction for Foreign Derived Intangible Income (“FDII”), repeal of corporate alternative minimum tax, limitation of various business deductions, and modification of the maximum deduction of net operating loss with no carryback but indefinite carryforward provision. Many provisions in the Tax Act are generally effective in tax years beginning after December 31, 2017.

As of December 31, 2017, the Company reflected the provisional income tax effects of the Tax Act under Accounting Standards Codification Topic 740, Income Taxes. The Company has recorded a provisional tax expense in the year ended December 31, 2017 of approximately $3.37 million, comprised of approximately $3.27 million tax expense from recording the estimated one-time transition tax on post-1986 foreign unremitted earnings and $0.09 million of tax expense from remeasurement of U.S. deferred taxes using the relevant tax rate at which the Company expects them to reverse in the future.

To the extent that portions of its U.S. taxable income, such as Subpart F income or GILTI, are determined to be from sources outside of the U.S., subject to certain limitations, the Company may be able to claim foreign tax credits to offset its U.S. income tax liabilities. Any remaining liabilities are accrued in the Company’s consolidated statements of comprehensive income and estimated tax payments are made when required by U.S. law.

Nova Furniture Limited and Bright Swallow are incorporated in the BVI. Nova Macao is incorporated in Macao. Nova Samoa is incorporated in Oceania. There is no income tax for companies domiciled in the BVI, Oceania or Macao. Accordingly, the Company’s consolidated financial statements do not present any income tax provision related to the BVI and Macao tax jurisdiction where Nova Furniture BVI, BSI and Nova Macao are domiciled. Nova Macao is an income tax-exempt entity incorporated and domiciled in Macao.

As of March 31, 2018, unrecognized tax benefits were approximately $2.1 million.  The total amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate was $2.1 million as of March 31, 2018. As of December 31, 2017, unrecognized tax benefits were approximately $2.0 million.  The total amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate was $2.0 million as of December 31, 2017.

A reconciliation of the January 1, 2018 through March 31, 2018, amount of unrecognized tax benefits excluding interest and penalties (“Gross UTB”) is as follows:

	Gross UTB
Balance – January 1, 2018 and March 31, 2018	$	1,428,561

At March 31, 2018 and December 31, 2017, the Company had cumulatively accrued approximately $631,000 and $599,000 for estimated interest and penalties related to unrecognized tax benefits, respectively. For the three months ended March 31, 2018 and 2017, the Company recorded interest and penalties related to unrecognized tax benefits as a component of income tax expense, which totaled approximately $32,000 and $33,000, respectively. The Company does not anticipate any significant changes to its unrecognized tax benefits within the next 12 months.

The prospects of supplemental legislation or regulatory processes to address questions that arise because of the Tax Act, or evolving technical interpretations of the tax law, may cause the final impact from the Tax Act to differ from the provisionally recorded amounts. The Company expects to complete its analysis within the measurement period allowed by Staff Accounting Bulletin (“SAB”) No.118, no later than the fourth quarter of 2018.

As of December 31, 2017, a total of $2.1 million unrecognized tax benefit was recorded as long-term taxes payable, as ASC 740 specifies that tax positions for which the timing of the ultimate resolution is uncertain should be recognized as long-term liabilities. Other long-term taxes payable also consisted of an income tax payable of $2.50 million, primarily arising from a one-time transition tax recognized in the fourth quarter of 2017 that represented management’s estimate of the amount of U.S. corporate income tax based on the deemed repatriation to the United States of its share of previously deferred earnings of our non-U.S. subsidiaries of mandated by the U.S. Tax Reform. The Company elected to pay the one-time transition tax over eight years commencing in April 2018.

Revenue Recognition

In May 2014 the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards).

The new revenue standards became effective for the Company on January 1, 2018, and were adopted using the modified retrospective method. The adoption of the new revenue standards as of January 1, 2018 did not change the Company’s revenue recognition as the majority of its revenues continue to be recognized when the customer takes control of its product. As the Company did not identify any accounting changes that impacted the amount of reported revenues with respect to its product revenues, no adjustment to retained earnings was required upon adoption.

Under the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation.

Revenues from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial.

Revenues from product sales are recorded net of reserves established for applicable discounts and allowances that are offered within contracts with the Company’s customers.

Product revenue reserves, which are classified as a reduction in product revenues, are generally characterized in the following categories: discounts, returns and rebates. These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable as the amount is payable to the Company’s customer.

The Company’s 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.  As alternatives for the product return option, the customers have options of asking a discount from the Company for the products with quality issues or receiving replacement parts from the Company at no cost. The amount for return of products, the discount provided to the Company’s customers and the costs for replacement parts were immaterial for the three months ended March 31, 2018 and 2017.

Accounts Receivable

The Company’s accounts receivable arise from product sales. The Company does not adjust its receivables for the effects of a significant financing component at contract inception if it expects to collect the receivables in one year or less from the time of sale. The Company does not expect to collect receivables greater than one year from the time of sale.

The Company’s policy is to maintain an allowance for potential credit losses on 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. Amounts determined to be uncollectible are charged or written-off against the reserve. An analysis of the allowance for doubtful accounts is as follows:

Balance at January 1, 2018	$	218,976
Provision for the period		321,970
Balance at March 31, 2018	$	540,946

During the three ended March 31, 2018 and 2017, bad debts were $321,970 and $324,684, respectively.

The adoption of the new revenue standards did not change the Company’s historical accounting methods for its accounts receivable.

Cost of Sales

Cost of sales consists primarily of finished goods purchased from other manufacturers, material costs, labor costs and related overhead that are directly attributable to the production of the products. Write-downs of inventory to the lower of cost or net realizable value is also recorded in the cost of sales.

Shipping and Handling Costs

Shipping and handling costs related to delivery of finished goods are included in selling expenses. During the three months ended March 31, 2018 and 2017, shipping and handling costs were $184 and $305, respectively.

Advertising 

Advertising expenses consist primarily of costs of promotion and marketing for the Company’s image and products, and costs of direct advertising, and are included in selling expenses. The Company expenses all advertising costs as incurred. Advertising expense was $192,579 and $537,579 for the three months ended March 31, 2018 and 2017, respectively.

Share-based compensation

The Company accounts for share-based compensation awards to employees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that share-based payment transactions with employees be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the requisite service period.

The Company accounts for share-based compensation awards to non-employees in accordance with FASB ASC Topic 718 and FASB ASC Subtopic 505-50, “Equity-Based Payments to Non-employees”. Share-based compensation associated with the issuance of equity instruments to non-employees is measured at the fair value of the equity instrument issued or committed to be issued, as this is more reliable than the fair value of the services received. The fair value is measured at the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete.

Earnings per Share (EPS)

Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares pertaining to warrants, stock options, and similar instruments had been issued and if the additional common shares were dilutive. Diluted earnings per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding unvested restricted stock, options and warrants, and the if-converted method for the outstanding convertible instruments. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later) and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, outstanding convertible instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later).

The following table presents a reconciliation of basic and diluted earnings (loss) per share for the three months ended March 31, 2018 and 2017: 

	Three Months Ended March 31,
	2018		2017
Net income (loss)	$	1,655,021	$	(1,209,390	)
Weighted average shares outstanding – basic*		28,253,115		27,345,106
Dilutive stock options and unvested restricted stock		440,364		-
Weighted average shares outstanding – diluted		28,693,479		27,345,106
Income (loss) per share
– basic	$	0.06	$	(0.04	)
– diluted	$	0.06	$	(0.04	)

* Including 821,534 and 466,967 shares that were granted and vested but not yet issued for the three months ended March 31, 2018 and 2017, respectively.

For the three months ended March 31, 2018 and 2017, 858,334 shares purchasable under warrants were excluded from EPS, respectively, as their effects were anti-dilutive. For the three months ended March 31, 2017, the unvested restricted stock were anti-dilutive.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist primarily of accounts and other receivables. The Company does not require collateral or other security to support these receivables. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.

Two major customers accounted for 43% (27% and 16% each) of the Company’s sales for the three months ended March 31, 2018. Two major customers accounted for 26% (13% and 14% each) of the Company’s sales for the three months March 31, 2017. Accounts receivable from these customers were $37,674,823 and $8,835,931 as of March 31, 2018 and 2017, respectively.

The Company purchased its products from three and four major vendors during the three months ended March 31, 2018 and 2017, accounting for a total of 93% (39%, 32% and 22% for each) and 89% (33%, 25%, 18% and 13% for each) of the Company’s purchases, respectively.

Advances made to these vendors were $10,401,410 and $20,981,900 as of March 31, 2018 and 2017, respectively. Accounts payable to these vendors were $345,144 and $186,772 as of March 31, 2018 and 2017, respectively.

Fair Value of Financial Instruments

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

·            Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

·            Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

·            Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The carrying value of cash, accounts receivable, advance to suppliers, other receivables, accounts payable, short-term line of credit, advance from customers, other payables and accrued liabilities approximate estimated fair values because of their short maturities.  The estimated fair value of the long-term lines of credit approximated the carrying amount as the interest rates are considered as approximate to the current rate for comparable loans at the respective balance sheet dates.

Foreign Currency Translation and Transactions

The consolidated financial statements are presented in United States Dollar (“$” or “USD”), which is also the functional currency of Nova LifeStyle, Nova Furniture, Nova Samoa, Nova Macao, Bright Swallow, Diamond Bar and i Design.

Segment Reporting 

ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

Management determined that the Company’s operations constitute a single reportable segment in accordance with ASC 280. The Company operates exclusively in one business and industry segment: the design and sale of furniture.

Management concluded that the Company had one reportable segment under ASC 280 because Diamond Bar is a furniture distributor based in California focusing on customers in the US, Bright Swallow is a furniture distributor based in Hong Kong focusing on customers in Canada, and Nova Macao is a furniture distributor based in Macao focusing on international customers. They are all operated under the same senior management of the Company, and management views the operations of Diamond Bar, Bright Swallow and Nova Macao as a whole for making business decisions.

After the disposal of Nova Dongguan and its subsidiaries, all of the Company’s long-lived assets are mainly property, plant and equipment located in the United States for administrative purposes.

Net sales to customers by geographic area are determined by reference to the physical locations of the Company’s customers. For example, if the products are delivered to a customer in the US, the sales are recorded as generated in the U.S.; if the customer directs us to ship its products to China, the sales are recorded as sold in China.

New Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of adoption of this ASU on the consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements and related disclosures.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 clarifies the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. The amendments are an improvement to U.S. GAAP because they provide guidance for each of the eight issues, thereby reducing the current and potential future diversity in practice. This ASU is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company has adopted the guidance retrospectively to each period presented. The adoption does not have any material effect on the presentation of its unaudited consolidated statements of cash flows.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This ASU improves the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. For public business entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted. The adoption of this ASU did not have a significant impact on the Company’s consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2017, and interim period within those fiscal years. The Company has adopted the guidance retrospectively to each period presented. The adoption does not have any material effect on the presentation of its unaudited consolidated statements of cash flows.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company has adopted the guidance effective January 1, 2018. The Company will evaluate the impact of adopting this standard prospectively upon any transactions of acquisitions or disposals of assets or businesses.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

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Note 3 - Inventories

3 Months Ended

Mar. 31, 2018

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

Note 3 - Inventories

The inventories as of March 31, 2018 and December 31, 2017 totaled $6,220,820 and $6,374,560, respectively, and were all finished goods.

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Note 4 - Plant, Property and Equipment, Net

3 Months Ended

Mar. 31, 2018

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

Note 4 - Plant, Property and Equipment, Net

As of March 31, 2018 and December 31, 2017, plant, property and equipment consisted of the following:

	March 31, 2018			December31, 2017
Computer and office equipment	$	304,211		$	292,710
Decoration and renovation		118,858			118,858
Less: accumulated depreciation		(264,664	)		(254,322	)
	$	158,405		$	157,246

Depreciation expense was $10,341 and $10,116 for the three months ended March 31, 2018 and 2017, respectively.

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Note 5 - Intangible Assets

3 Months Ended

Mar. 31, 2018

Disclosure Text Block [Abstract]

Intangible Assets Disclosure [Text Block]

Note 5 - Intangible Assets

The Company acquired a customer relationship with a fair value of $50,000 on August 31, 2011, as part of its acquisition of Diamond Bar. Concurrently with its acquisition of Diamond Bar, the Company entered into a trademark purchase and assignment agreement for all rights, title and interest in two trademarks (Diamond Sofa and Diamond Furniture) for $200,000 paid in full at the closing. Amortization of said customer relationship and the trademarks is provided using the straight-line method and estimated lives were 5 years for each.

The Company acquired a customer relationship with a fair value of $6,100,559 on April 24, 2013, as part of its acquisition of Bright Swallow. Amortization of said customer relationship is provided using the straight-line method and estimated life was 15 years. 

The Company’s eCommerce platform is a website through which customers are able to browse and place orders online for the Company’s products. For the downloadable mobile application, customers are able to download the application onto their own mobile devices to browse the Company’s product offerings. The Nova sales kit application is used on mobile devices to enable the Company’s sales representatives to display the Company’s products and inventory to customers. The total cost associated with the development, programming, design and roll-out of the Company’s eCommerce platform, downloadable mobile application, and Nova sales kit application is approximately $1.20 million. The Company’s eCommerce platform, downloadable mobile application, and Nova sales-kit application were completed and put into operation in 2015. These intangible assets are amortized using the straight-line method with an original estimated life of 10 years for each and are revised to 1 year in the quarter ended March 31, 2017.  The effect of the change in estimate is accounted for on a prospective basis.  

Intangible assets consisted of the following as of March 31, 2018 and December 31, 2017:

	March 31, 2018			December 31, 2017
eCommerce platform	$	1,208,200		$	1,208,200
Customer relationship		6,150,559			6,150,559
Trademarks		200,000			200,000
Less: accumulated amortization		(3,457,827	)		(3,356,151	)
	$	4,100,932		$	4,202,608

Amortization of intangible assets was $101,676 and $371,003 for the three months ended March 31, 2018 and 2017, respectively.

Estimated amortization expense relating to the existing intangible assets with finite lives for each of the next five years is as follows:

12 months ending March 31,
2018	$	406,704
2019		406,704
2020		406,704
2021		406,704
2022		406,704

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Note 6 - Receivables from an Unrelated Party, Prepaid Expenses and Other Receivables

3 Months Ended

Mar. 31, 2018

Receivables [Abstract]

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

Note 6 - Receivables from an Unrelated Party, Prepaid Expenses and Other Receivables

(a)       On September 22, 2016, in order to promote the Company’s image and extend its customer reach, the Company entered into a memorandum of understating with an unrelated party (“MOU”) whereby the Company agreed to pay a total fee of $16,000,000 for a period of twelve months, commencing on December 31, 2016, to finance the establishment and promotion of the unrelated party’s Academic E-commerce platform and integrated training center in Hong Kong (the “Platform”). As of December 31, 2016, the Company prepaid $7 million to the unrelated party.

After December 31, 2016, the Company further prepaid $6,835,000 to the unrelated party. However, having considered the recent market situation and the status of the establishment and promotion of the Platform, the Company did not wish to continue to finance the promotion of the Platform. On March 20, 2017, the Company and the unrelated party terminated the MOU and released both parties from all the obligations and liabilities under the MOU. The Company agreed to bear the costs of $800,000 incurred by the unrelated party on the Platform, which were charged as expenses in the first quarter of fiscal year 2017. In fiscal 2017, the Company collected a total of approximately $13 million, which was prepaid previously, and as of December 31, 2017 and March 31, 2018, and no further balance was owed by the unrelated party.

(b)       Prepaid Expenses and Other Receivables consisted of the following at March 31, 2018 and December 31, 2017: 

	March 31, 2018		December 31, 2017
Prepaid expenses	$	115,126	$	198,485
Other receivables		56,071		34,450
Total	$	171,197	$	232,935

On March 23, 2017, the Company made a short-term advance of $2,000,000 to an unrelated party. The advance is unsecured and bears interest of 5% per annum. The unrelated party agreed to pay the whole amount of $2,000,000 back to the Company by May 31, 2017. After March 31, 2017, the Company collected full payment of the principal from the unrelated party.

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Note 7 - Accrued Liabilities and Other Payables

3 Months Ended

Mar. 31, 2018

Disclosure Text Block Supplement [Abstract]

Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

Note 7 - Accrued Liabilities and Other Payables

Accrued liabilities and other payables consisted of the following as of March 31, 2018 and December 31, 2017:

	March 31, 2018		December 31, 2017
Other payables	$	41,346	$	31,463
Salary payable		30,625		30,410
Financed insurance premiums		19,640		74,265
Accrued rents		39,469		55,303
Accrued commission		544,667		605,668
Accrued expenses, others		57,615		50,647
Total	$	733,362	$	847,756

As of March 31, 2018 and December 31, 2017, other accrued expenses mainly included legal and professional fees, transportation expenses and utilities. Other payables represented other tax payable and meal expenses.

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Note 8 - Lines of Credit

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Note 8 - Lines of Credit

Diamond Bar entered into an agreement with a bank in California for a line of credit of up to $5,000,000 with annual interest of 4.25% and maturity on June 1, 2015. On June 8, 2015, the bank extended and modified the terms of the loan agreement to extend the line of credit up to a maximum of $6,000,000 until July 31, 2015 and $5,000,000 thereafter with an annual interest rate of 4.25% and maturity on September 1, 2015 (the term of which the bank allowed to extend until the renewal described in the following sentence while the bank conducted its own audit associated therewith). On September 28, 2015, Diamond Bar extended the line of credit up to a maximum of $6,000,000 with annual interest of 3.75% (4% from December 17, 2015) and maturity on June 1, 2017. On January 20, 2016, Diamond Bar increased the line of credit up to a maximum of $8,000,000 with annual interest of 4%.  On June 22, 2017, Diamond Bar extended the line of credit to maturity on September 1, 2017. On September 19, 2017, Diamond Bar extended the line of credit to maturity on June 1, 2019. The annual interest was 4.75% as of March 31, 2018. The line of credit is secured by all of the assets of Diamond Bar and is guaranteed by Nova LifeStyle. As of March 31, 2018 and December 31, 2017, Diamond Bar had $0 and $4,202,118 outstanding on the line of credit, respectively.  During the three months ended March 31, 2018 and 2017, the Company recorded interest expense of $31,582 and $40,578, respectively.  As of March 31, 2018, Diamond Bar had $8,000,000 available for borrowing without violating any covenants.

The Diamond Bar loan has the following covenants: (i) maintain a minimum tangible net worth of not less than $20 million; (ii) maintain a ratio of debt to tangible net worth not in excess of 2.5 to 1.0; (iii) the pre-tax income must be not less than 1% of total revenue quarterly; and (iv) maintain a current ratio in excess of 1.25 to 1.00. As of March 31, 2018, Diamond Bar was in compliance with the stated covenants.  

On January 22, 2015, Nova Macao renewed a line of credit, with an annual interest rate of 4.25% and principal of up to $6,500,000, with a commercial bank in Hong Kong to extend the maturity date to January 29, 2016. On February 16, 2016, Nova Macao extended the maturity date of line of credit to January 31, 2017, with an annual interest rate of 4% and principal of up to $6,500,000. The loan requires monthly payment of interest and that the interest rate will be adjusted annually. The loan was secured by assignment of Sinosure (China Export and Credit Insurance Company) credit insurance and was guaranteed by Nova LifeStyle and Diamond Bar. The Company did not extend the line of credit and paid it off in February 2017. As of March 31, 2018 and December 31, 2017, Nova Macao had $0 outstanding on the line of credit, respectively. During the three months ended March 31, 2018 and 2017, Nova Macao paid interest of $0 and $13,828, respectively.

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Note 9 - Related Party Transactions

3 Months Ended

Mar. 31, 2018

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

Note 9 - Related Party Transactions

On September 30, 2011, Diamond Bar leased a showroom in High Point, North Carolina from the Company’s president who is currently also our Chief Executive Officer and Chairman of the Board. The lease is to be renewed and has been renewed each year since 2011. On March 16, 2018, the Company renewed the lease for an additional one year term. The lease was for the amount of $34,561, with a term of one year and only for use during two furniture exhibitions to be held between April 1, 2018 and March 31, 2019. During three months ended March 31, 2018 and 2017, the Company paid rental amounts of $0 and $16,458 that are included in selling expenses, respectively.

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Note 10 - Stockholders’ Equity

3 Months Ended

Mar. 31, 2018

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Note 10 - Stockholders’ Equity

Share repurchase program

On December 12, 2017, the Company issued a press release announcing that the Board of Directors of the Company had approved a 10b-18 share repurchase program to repurchase up to $5 million of its outstanding common stock. Under the repurchase program, shares of the Company’s common stock may be repurchased from time to time over the next 12 months. As of March 31, 2018 and as of the approval date of this quarterly report, no shares have been repurchased under the program.

Warrants

Following is a summary of the warrant activity for the three months ended March 31, 2018: 

	Number of Warrants		Average Exercise Price		Weighted Average Remaining Contractual Term in Years
Outstanding at January 1, 2018		858,334	$	2.71		2.92
Exercisable at January 1, 2018		858,334		2.71		2.92
Granted		-		-		-
Exercised / surrendered		-		-		-
Expired		-		-		-
Outstanding at December 31, 2017		858,334	$	2.71		2.67
Exercisable at December 31, 2017		858,334	$	2.71		2.67

Shares Issued to Consultants 

On December 1, 2014, the Company entered into a consulting agreement with a consulting firm for management consulting services effective on December 1, 2014. The Company agreed to issue 60,000 shares of the Company’s common stock to the firm for three years of consulting services. The shares will be issued according to the following vesting schedule set forth as follows: The initial 10,000 shares were required to be issued within 30 days upon signing of the agreement; for the remaining 50,000 shares, the Company issued to the consultant 10,000 shares of common stock on or before each of June 1, 2015, December 1, 2015, June 1, 2016, December 1, 2016 and June 1, 2017. The Company or the consultant may terminate the agreement at any time by 90 days’ written notice to the other party. The fair value of the 60,000 shares was $224,400, which was calculated based on the stock price of $3.74 per share on December 1, 2014 and will be amortized over the service term. During the three months ended March 31, 2018 and 2017, the Company amortized $0 and $18,700 as consulting expenses, respectively. 

On February 1, 2016, the Company entered into a marketing agreement with a consultant for marketing development strategies and consulting services for 15 months. The Company agreed to grant the consultant 10,000 unregistered restricted shares of the Company’s common stock per month, for a total commitment of 150,000 shares of common stock. The fair value of the 150,000 shares was $204,000, which was calculated based on the stock price of $1.36 per share on February 1, 2016, the date the agreement was executed, and will be amortized over the service term. During the three months ended March 31, 2018 and 2017, the Company amortized $0 and $40,800 as consulting expenses, respectively.

On February 1, 2016, the Company entered into an agreement with a consultant for E-Commerce consulting service with a term of 24 months. The Company agreed to grant the consultant 10,000 shares of the Company’s common stock per month, for a total commitment of 240,000 shares. Twelve and half percent (12.5%) of those shares vested on April 30, 2016, 12.5% on July 30, 2016, 12.5% on October 31, 2016, 12.5% on January 31, 2017, 12.5% on April 30, 2017, 12.5% on July 30, 2017, 12.5% on October 31, 2017, and the remaining 12.5% on January 31, 2018. The fair value of the 240,000 shares was $326,400, which was calculated based on the stock price of $1.36 per share on February 1, 2016, the date the agreement was executed, and will be amortized over the service term. During the three months ended March 31, 2018 and 2017, the Company amortized $13,600 and $40,800 as consulting expenses, respectively.

On November 15, 2016, the Company entered into a consulting and strategy service agreement with a consultant for marketing and general consulting services effective on November 14, 2016. The Company agreed to grant 100,000 shares of the Company’s common stock to the consultant for 12 months of services starting on November 14, 2016. The shares would be issued pursuant to Nova LifeStyle, Inc. 2014 Omnibus Long-Term Incentive Plan (the “Plan”) approved by the Board of Directors (“Board”) of the Company on May 13, 2014 and ratified at the annual shareholder meeting on June 30, 2014. The Plan was registered under Form S-8 on July 30, 2014. Twenty-five percent (25%) of those shares vested on December 15, 2016, 25% on February 15, 2017, 25% on May 15, 2017, and the remaining 25% vested on August 15, 2017. The fair value of the 100,000 shares was $294,000, which was calculated based on the stock price of $2.94 per share on November 15, 2016 and will be amortized over the service term. During the three months ended March 31, 2018 and 2017, the Company amortized $0 and $72,493 as consulting expenses, respectively.

On November 15, 2016, the Company entered into a consulting agreement with a consultant for business development and financial advisory service for a term of 12 months. The Company agreed to grant the consultant 100,000 shares of the Company’s common stock. The shares were issued pursuant to the Plan. The fair value of the 100,000 shares was $294,000, which was calculated based on the stock price of $2.94 per share on November 15, 2016 and will amortized over the service term. During the three months ended March 31, 2018 and 2017, the Company amortized $0 and $73,500 as consulting expense, respectively.

On November 15, 2016, the Company entered into a consulting agreement with a consultant for business advisory service for a term of 12 months. The Company agreed to compensate the consultant a one-time amount of $20,000 worth of shares of the Company’s common stock based on the price per share on November 15, 2016. The Company also granted the consultant $15,000 worth of shares of the Company’s common stock per month starting from December 1, 2016 for 12 months. The shares were issued pursuant to the Plan. During the three months ended March 31, 2018 and 2017, the Company amortized $0 and $50,000 as consulting expense, respectively.

On June 30, 2017, the Company entered into a consulting agreement with a consultant for business advisory service for a term of 12 months. The Company agreed to compensate the consultant a one-time amount of $10,000 worth of shares of the Company’s common stock based on the price per share on June 30, 2017. The Company also granted the consultant $10,000 worth of shares of the Company’s common stock per month starting from July 1, 2017 for a period of 12 months. The shares were issued pursuant to the Plan. During the three months ended March 31, 2018, the Company amortized $32,500 as consulting expense.

On November 16, 2017, the Company entered into a consulting agreement with a consultant for consulting and strategy services effective on November 16, 2017 for one year. The Company agreed to grant the consultant 100,000 shares of the Company’s common stock. Twenty-five percent (25%) of those shares vested on February 15, 2018, 25% on May 15, 2018, 25% on August 15, 2018 and the remaining 25% will vest on November 15, 2018. The fair value of 100,000 shares was $173,000, which was calculated based on the stock price of $1.73 per share on November 16, 2017 and will be amortized over the service term. The shares would be issued pursuant to the Plan. During the three months ended March 31, 2018, the Company amortized $42,658 as consulting expense.

On December 10, 2017, the Company entered into a consulting agreement with a consultant for business advisory service on January 1, 2018 and ending on December 31, 2018. The Company agreed to compensate the consultant a one-time amount of $15,000 worth of shares of the Company’s common stock based on the price per share on December 15, 2016. The Company also granted the consultant $15,000 worth of shares of the Company’s common stock per month starting from January 1, 2018 for 12 months. The shares would be issued pursuant to the Plan. During the three months ended March 31, 2018, the Company amortized $48,750 as consulting expense.

Shares and Warrants Issued through Private Placement

Private Placement on May 28, 2015

On May 28, 2015, the Company entered into a Securities Purchase Agreement with certain purchasers (the “Purchasers”) pursuant to which the Company offered to the Purchasers, in a registered direct offering, an aggregate of 2,970,509 shares of common stock, par value $0.001 per share. Of these, 2,000,001 shares were sold to the Purchasers at a negotiated purchase price of $2.00 per share, for aggregate gross proceeds to the Company of $4,000,002, before deducting fees to the placement agent and other estimated offering expenses payable by the Company. In accordance with the terms of the Securities Purchase Agreement entered on April 14, 2014, the outstanding 2014 Series A Warrants were exchanged for 660,030 shares of common stock, and the outstanding 2014 Series C Warrants were exchanged for 310,478 shares of common stock.

In a concurrent private placement, the Company also sold to the Purchasers a warrant to purchase one share of the Company’s common stock for each share purchased for cash in the offering, pursuant to that certain Common Stock Purchase Warrant, by and between the Company and each Purchaser (the “2015 Warrants”). The 2015 Warrants became exercisable beginning on the six month anniversary of the date of issuance (the “Initial Exercise Date”) at an exercise price of $2.71 per share and will expire on the five year anniversary of the Initial Exercise Date. The purchase price of one share of the Company’s common stock under the 2015 Warrants is equal to the exercise price. 

The warrants issued in the private placement described above are exercisable for a fixed number of shares, and are classified as equity instruments under ASC 815-40-25-10. The Company accounted for the warrants issued in the 2015 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 5 years, volatility of 107%, risk-free interest rate of 1.55% 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 $3,147,530.

Shares and Options Issued to Independent Directors

On August 9, 2016, the Board approved a restricted stock award agreement under the 2014 Omnibus Long-Term Incentive Plan with four independent directors. The Company agreed to grant $40,000 worth of stocks to each of its four independent directors. The restricted period lapses as to 25% of the restricted stock granted vested on September 30, 2016 based on the closing price of common stock on Nasdaq as of August 9, 2016, 25% of the restricted stock granted vested on December 31, 2016 based on the closing price of common stock on Nasdaq as of September 30, 2016, 25% of the restricted stock granted vested on March 31, 2017 based on the closing price of common stock on Nasdaq as of December 31, 2016, and 25% of the restricted stock granted vested on June 30, 2017 based on the closing price of common stock on Nasdaq as of March 31, 2017. During the three months ended March 31, 2018 and 2017, the Company amortized $0 and $39,452 as directors’ stock compensation expenses, respectively.

On April 10, 2017, the Company entered into restricted stock award agreements under 2014 Omnibus Long-Term Incentive Plan with a new independent director of the Board. The Company agreed to grant $20,000 worth of stock to the independent director with a grant date on April 10, 2017. The restricted period lapses as of 50% of the restricted stock granted vested on April 10, 2017 based on the closing price of common stock on Nasdaq as of April 10, 2017, and 50% of the restricted stock granted vested on June 30, 2017 based on the closing price of common stock on Nasdaq as of June 30, 2017. During the three months ended March 31, 2018 and 2017, the Company amortized $1,260 and $0 as directors’ stock compensation expenses.

On September 26, 2017 (the “Grant Date”), the Company entered into stock option agreements under the 2014 Omnibus Long-Term Incentive Plan with the three independent members of the board of directors. The Company agreed to grant the Company’s three independent directors options to purchase an aggregate of 300,000 shares of the Company’s common stock at an exercise price of $1.65 per shares, with a term of 5 years. Twenty-five percent (25%) of those stock options vested on September 30, 2017, 25% on December 31, 2017, 25% on March 31, 2018, and the remaining 25% will vest on June 30, 2018, subject to the director remaining in the continuous service of the Company or its affiliates on each applicable vesting date.

The fair value of the stock option granted is estimated on the date of the grant using the Black-Scholes option pricing model (“BSOPM”). The BSOPM has assumptions for risk free interest rates, dividends, stock volatility and expected life of an option grant. The risk-free interest rate is based upon market yields for United States Treasury debt securities at a maturity near the term remaining on the option. Dividend rates are based on the Company’s dividend history. The stock volatility factor is based on the historical volatility of the Company’s stock price. The expected life of an option grant is based on management’s estimate as no options have been exercised in the Plan to date. The fair value of the option granted to of the independent directors is recognized as director fee over the vesting period of the stock option award. The fair value of the options was calculated using the following assumptions, estimated life of five years, volatility of 84%, risk free interest rate of 1.87%, and dividend yield of 0%. The fair value of 300,000 stock options was $324,907 at the grant date. During the three months ended March 31, 2018, the Company recorded $81,227 as directors’ stock compensation expenses.

Shares Issued to Employees and Service Providers

On May 18, 2016, the Company entered into agreements with three designers for product design services for a term of 24 months. The Company agreed to grant each designer 240,000 shares of the Company’s common stock. Twenty five percent (25%) of those shares vested or will vest on May 31, 2016, 25% on December 18, 2016, 25% on June 18, 2017 and the remaining 25% on December 18, 2017. The fair value of these shares was $388,800, which was calculated based on the stock price of $0.54 per share on May 18, 2016, the date the agreement was executed, and will be amortized over the service term. During each of the three months ended March 31, 2018 and 2017, the Company amortized $47,934 as stock compensation expenses.

On November 14, 2016, the Company entered into an employment agreement with an executive for one year. The Company agreed to grant an award of 30,000 restricted Stock Units to the executive pursuant to the Company’s 2014 Omnibus Long-Term Incentive Plan. The fair value of these shares was $92,100, which was calculated based on the stock price of $3.07 per share on November 11, 2016, the date the awards were determined by the Compensation Committee of the Board. Twenty-five percent (25%) of those shares vested on December 30, 2016, 25% on March 31, 2017, 25% on June 30, 2017 and the remaining 25% vested on September 30, 2017. During the three months ended March 31, 2018 and 2017, the Company amortized $0 and $22,710 as stock compensation, respectively.

On November 15, 2016, the Company entered into an agreement with a designer for furniture design services effective on November 15, 2016 for 1 year. The Company agreed to grant the designer 100,000 shares of the Company’s common stock. The fair value of the 100,000 shares was $294,000, which was calculated based on the stock price of $2.94 per share on November 15, 2016 and will be amortized over the service term. Twenty-five percent (25%) of those shares vested on February 15, 2017, 25% on May 15, 2017, 25% vested on August 15, 2017 and the remaining 25% vested on November 15, 2017. During the three months ended March 31, 2018 and 2017, the Company amortized $0 and $73,500 as stock compensation.

On February 27, 2018, the Company renewed an employment agreement with the Company’s Corporate Secretary and director for a term of one year. The Company agreed to grant an award of 30,000 restricted Stock Units to the officer pursuant to the Company’s 2014 Omnibus Long-Term Incentive Plan. The fair value of these shares was $68,100, which was calculated based on the stock price of $2.27 per share on February 27, 2018, the date the awards were determined by the Compensation Committee of the Board. Twenty-five percent (25%) of those shares vested on February 27, 2018, 25% on March 31, 2018, 25% will vest on June 30, 2018 and the remaining 25% will vest on September 30, 2018. During the three months ended March 31, 2018, the Company amortized $6,157 as stock compensation.

Options Issued to Employees

On August 29, 2017 (the “Grant Date”), the Board approved option grants to the Company’s employees to purchase an aggregate of 780,000 shares of the Company’s common stock (including options to purchase 100,000 shares and 35,000 shares to the Company’s CEO and CFO, respectively) at an exercise price of $1.26 per shares, with a term of 5 years, pursuant to the Company’s 2014 Omnibus Long-Term Incentive Plan. Fifty percent (50%) of those stock options vested immediately, and the remaining 50%  vested on the six-month anniversary of the Grant Date.

The fair value of the stock option granted is estimated on the date of the grant using the Black-Scholes option pricing model (“BSOPM”) as described in options to independent directors above. The fair value of the option granted to employees is recognized as compensation expense over the vesting period of the stock option award. The fair value of the options was calculated using the following assumptions, estimated life of ten years, volatility of 84%, risk free interest rate of 1.70%, and dividend yield of 0%. The fair value of 780,000 stock options was $643,182 at the grant date. During the three months ended March 31, 2018, the Company recorded $321,591 as stock compensation.

As of March 31, 2018, unrecognized share-based compensation expense related to options was $81,227.

Stock option activity under the Company’s stock-based compensation plans is shown below:

	Number of Shares			AverageExercise Price per Share		Aggregate IntrinsicValue(1)		WeightedAverageRemainingContractual Term in Years
Outstanding at January 1, 2018		1,072,000			1.37	$	1,309,425		4.67
Exercisable at January 1, 2018		532,500			1.37	$	649,725		4.67
Granted
Exercised		(15,000	)		1.26				-
Forfeited		-			-				-
Outstanding at March 31, 2018		1,057,500		$	1.37	$	834,750	$	4.44
Exercisable at March 31, 2018		982,500		$	1.35	$	796,500	$	4.43

(1) The intrinsic value of the stock options at March 31, 2018 is the amount by which the market value of the Company’s common stock of $2.16 as of March 31, 2018 exceeds the exercise price of the option.

Statutory Reserves

As a U.S. holding company, the Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the Company’s PRC subsidiary, Nova Macao, only out of the subsidiary’s retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of Nova Macao. Pursuant to the corporate laws of the PRC and Macao, including the PRC Regulations on Enterprises with Foreign Investment, Nova Macao is required to maintain a statutory reserve by appropriating from after-tax profit before declaration or payment of dividends. The statutory reserve represents restricted retained earnings. As a result of the PRC laws and regulations described below that require such annual appropriations of 10% of after-tax income to be set aside prior to payment of dividends as a general statutory reserve fund, Nova Macao is restricted in its ability to transfer a portion of its net assets to the Company as a dividend.

Surplus Reserve Fund

At March 31, 2018 and December 31, 2017, Nova Macao had surplus reserves of $6,241, representing 50% of its registered capital.

Common Welfare Fund

The common welfare fund is a voluntary fund to which Nova Macao can elect to transfer 5% to 10% of its net income. This fund can only be utilized on capital items for the collective benefit of the subsidiary’s employees, such as construction of dormitories, cafeteria facilities, and other staff welfare facilities. This fund is non-distributable other than upon liquidation. Nova Macao does not participate in this voluntary fund.

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Note 11 - Geographical Sales

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

Note 11 - Geographical Sales

Geographical distribution of sales consisted of the following for the three months ended March 31, 2018 and 2017:

	Three Months Ended March 31,
Geographical Areas	2018		2017
North America	$	12,717,485	$	12,529,632
Europe		-		2,262,865
Australia		3,660,465		2,449,454
Asia		5,925,522		815,071
	$	22,303,472	$	18,057,022

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Note 12 - Commitments and Contingencies

3 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Note 12 - Commitments and Contingencies

Lease Commitments

On June 17, 2013, the Company entered into a lease agreement for office, warehouse, storage, and distribution space with a five year term, commencing on November 1, 2013 and expiring on October 31, 2018. The lease agreement also provides an option to extend the term for an additional six years. The monthly rental payment is $42,000 with an annual 3% increase.  The rent is recorded on a straight-line basis over the term of the lease. 

On January 7, 2014, the Company entered into a sublease agreement with Diamond Bar for warehouse space with a five-year term commencing on November 1, 2013 and expiring on October 31, 2018. The Company subleased a portion of its warehouse space to one of its customers with a one-year term commencing on December 1, 2013 and expiring on November 30, 2014, which has been renewed every year with the current term expiring on October 31, 2018.  The sublease income of $6,000 per month was recorded against the rental expense. During the three months ended March 31, 2018 and 2017, the Company recorded $18,000 and $16,450 sublease income, respectively.

On September 19, 2013, Bright Swallow entered into a lease agreement for office space in Hong Kong with a two year term, commencing on October 1, 2013 and expiring on September 30, 2015.  On September 15, 2015, Bright Swallow renewed the lease for another two year term, commencing on October 1, 2015 and expiring on September 30, 2017. On September 13, 2017, Bright Swallow renewed the lease for another two year term, commencing on October 1, 2017 and expiring on September 30, 2019. The monthly rental payment is 20,000 Hong Kong Dollars ($2,560).  

The Company has entered into several lease agreements for office and warehouse space in Commerce, California and showroom space in Las Vegas, Nevada and High Point, North Carolina on monthly or annual terms.

Total rental expense for the three months ended March 31, 2018 and 2017 was $199,069 and $178,169, respectively. The rental expense is recorded on a straight-line basis over the term of the lease.

The total minimum future lease payments are as follows:

12 Months Ending March 31,	Amount
2019	$	361,620
2020		15,360
2021		-
2022		-
2023		-
Thereafter		-
Total	$	376,980

Employment Agreements

On May 3, 2013, the Company entered into an amended and restated employment agreement with Thanh H. Lam to serve as the Company’s president for a five-year term. The agreement provides for an annual salary of $80,000, a grant of 200,000 shares of the Company’s common stock and an annual bonus at the sole discretion of the Board. The 200,000 shares to be issued to Ms. Lam are subject to the terms of a stock award agreement. The first 50,000 shares of common stock vested immediately, and the remaining shares vest at 50,000 shares per year for three years on each anniversary of the effective date of the stock award agreement. The fair value of the shares was based on the stock price of $3.82 per share on May 3, 2013. On July 24, 2017, the Company and Thanh H. Lam entered into an amendment (the “Amendment”) to her amended and restated employment agreement, pursuant to which she serves as the Company’s Chief Executive Officer and President.  The Amendment increased the annual salary of Ms. Lam from $80,000 to $100,000.

On March 21, 2016, the Company granted Restricted Stock Units to Ya Ming (Jeffrey) Wong (the Company’s former CEO), Yuen Ching (Sammy) Ho, the Company’s former CFO, and Thanh H. Lam, the Company’s President. Each of them will receive a grant of 100,000 Restricted Stock Units (“RSU”). The fair value of the 300,000 shares of RSU was $360,000, which was calculated based on the stock price of $1.20 per share on March 21, 2016. The RSU grants, to the extent not forfeited, have fully vested. During the three months ended March 31, 2018 and 2017, the Company recorded $0 and reversal ($30,000), as stock-based compensation to the officers, respectively. 

On March 25, 2016, the Company entered into one-year employment agreements, effective as of November 11, 2015, with Mr. Ya Ming (Jeffrey) Wong and Mr. Yuen Ching (Sammy) Ho to serve as the Company’s CEO and CFO, respectively. These agreements were in substantially the same form as the previous one-year employment agreements entered into on March 25, 2015 (which expired by their terms), and provide for annual salaries of $100,000 for Mr. Wong and $80,000 for Mr. Ho, and annual bonuses at the sole discretion of the Board of Directors. The employment agreements also reflect the RSU grants described in the immediately preceding paragraph. On October 3, 2016, Mr. Wong resigned his position as CEO, terminated his employment agreement, and forfeited 25,000 RSUs granted to him under such agreement. On August 15, 2017, Mr. Ho resigned his position as CFO and terminated his employment agreement.

On August 22, 2017, the Company entered into a one-year employment agreement, effective as of August 22, 2017, with Jeffery Chuang, the Company’s new CFO. The employment agreement provided for an annual salary of $50,000 to the CFO and annual bonuses at the sole discretion of the Board of Directors. The employment agreement also provides for a grant of options to purchase 35,000 shares of the Company’s common stock, which was described in the Note 10 – Stockholders’ equity.

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Note 13 - Subsequent Events

3 Months Ended

Mar. 31, 2018

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Note 13 - Subsequent Events

The Company has evaluated all events that have occurred subsequent to March 31, 2018 through the issuance of the consolidated financial statements and the following subsequent event has been identified.

On May 8, 2018, the Company renewed an employment agreement with the Company’s Chief Executive Officer and President for a term of five years. The employment agreement provides for an annual salary of $100,000 to the CEO and annual bonuses at the sole discretion of the Board of Directors.

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Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.

The interim condensed consolidated financial information as of March 31, 2018 and for the three month periods ended March 31, 2018 and 2017 have been prepared without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures, which are normally included in consolidated financial statements prepared in accordance with U.S. GAAP have not been included. The interim condensed consolidated financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, previously filed with the SEC on March 29, 2018.

In the opinion of management, all adjustments (which include all significant normal and recurring adjustments) necessary to present a fair statement of the Company’s interim condensed consolidated financial position as of March 31, 2018, its interim condensed consolidated results of operations and cash flows for the three month periods ended March 31, 2018 and 2017, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

In preparing consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, revenue recognition, the allowance for bad debt, valuation of inventories, the valuation of stock-based compensation, income taxes and unrecognized tax benefits, valuation allowance for deferred tax assets, assumptions used in assessing impairment of long-lived assets and goodwill. Actual results could differ from those estimates.

Business Combinations Policy [Policy Text Block]

Business Combination

For a business combination, the assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree are recognized at the acquisition date, measured at their fair values as of that date. In a business combination achieved in stages, the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, are recognized at the full amounts of their fair values. In a bargain purchase in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus any noncontrolling interest in the acquiree that excess in earnings is recognized as a gain attributable to the acquirer.

Deferred tax liability and asset are recognized for the deferred tax consequences of differences between the tax bases and the recognized values of assets acquired and liabilities assumed in a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 740-10.

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Goodwill

Goodwill is the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. In accordance with ASC Topic 350, “Intangibles-Goodwill and Other,” goodwill is not amortized but is tested for impairment, annually or more frequently when circumstances indicate a possible impairment may exist. Impairment testing is performed at a reporting unit level. An impairment loss generally would be recognized when the carrying amount of the reporting unit exceeds its fair value, with the fair value of the reporting unit determined using discounted cash flow (“DCF”) analysis. A number of significant assumptions and estimates are involved in the application of the DCF analysis to forecast operating cash flows, including the discount rate, the internal rate of return and projections of realizations and costs to produce. Management considers historical experience and all available information at the time the fair values of its reporting units are estimated.

ASC Topic 350 also permits an entity to first assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the two-step goodwill impairment test is required to be performed. Otherwise, no further testing is required. Performing the qualitative assessment involved identifying the relevant drivers of fair value, evaluating the significance of all identified relevant events and circumstances, and weighing the factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. After evaluating and weighing all these relevant events and circumstances, it was concluded that a positive assertion can be made from the qualitative assessment that it is more likely than not that the fair value of Diamond Bar is greater than its carrying amount. As such, it is not necessary to perform the two-step goodwill impairment test for Diamond Bar reporting unit.  Accordingly, as of March 31, 2018 and 2017, the Company concluded there was no impairment of goodwill of Diamond Bar.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Advances to Suppliers Policy [Policy Text Block]

Advances to Suppliers

Advances to suppliers are 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 its historical record and actual practice, the Company 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 the Company. Any provisions for allowance for advance to suppliers, if deemed necessary, will be included in general and administrative expenses in the consolidated statements of comprehensive income. During the three months ended March 31, 2018 and 2017, no provision was made on advances to suppliers.

Inventory, Policy [Policy Text Block]

Inventories

Inventories are stated at the lower of cost and net realizable value with cost determined on a weighted-average basis. Management compares the cost of inventories with the net realizable value and an allowance is made for writing down their inventories to market value, if lower. The Company did not record any write-downs of inventory at March 31, 2018 and 2017.

Property, Plant and Equipment, Policy [Policy Text Block]

Plant, Property and Equipment

Plant, property and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any. Expenditures for maintenance and repairs are expensed as incurred; while additions, renewals and improvements are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with 10% salvage value and estimated lives as follows:

Computer and office equipment	5 years
Decoration and renovation	10 years

Depreciation of plant, property and equipment attributable to manufacturing activities is capitalized as part of inventories, and expensed to cost of goods sold when inventories are sold.

Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block]

Impairment of Long-Lived Assets 

Long-lived assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.

Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.

Based on its review, the Company believes that, as of March 31, 2018 and 2017, there was no significant impairment of its long-lived assets.

Research and Development Expense, Policy [Policy Text Block]

Research and Development

Research and development costs are related primarily to the Company designing and testing its new products during the development stage. Research and development costs are recognized in general and administrative expenses and expensed as incurred. Research and development expense were $65,589 and $0 for the three months ended March 31, 2018 and 2017, respectively.

Income Tax, Policy [Policy Text Block]

Income Taxes

In its interim financial statements, the Company follows the guidance in ASC 270 “Interim Reporting” and ASC 740 “Income Taxes” whereby the Company utilizes the expected annual effective rate in determining its income tax provision.  The income tax expense for the three months ended March 31, 2018 is $247,000 and is primarily related to income from operations. The income tax benefit for the three months ended March 31, 2017 is $170,000 and is primarily related to quarter to date losses generated from U.S. operations.

Income taxes are accounted for using an asset and liability method. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company follows ASC Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures.

Under the provisions of ASC Topic 740, when tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Nova Lifestyle and Diamond Bar are subject to U.S. corporate income taxes on their taxable income at a rate of up to 21% for taxable years beginning after December 31, 2017 and up to 35% for prior tax years. On December 22, 2017, the Tax Cut and Jobs Act (“Tax Act”) was signed into law. The Tax Act introduced a broad range of tax reform measures that significantly change the federal income tax laws. The provisions of the Tax Act that may have significant impact on the Company include the permanent reduction of the corporate income tax rate from 35% to 21% effective for tax years including or commencing on January 1, 2018, one-time transition tax on post-1986 foreign unremitted earnings, provision for Global Intangible Low Tax Income (“GILTI”), deduction for Foreign Derived Intangible Income (“FDII”), repeal of corporate alternative minimum tax, limitation of various business deductions, and modification of the maximum deduction of net operating loss with no carryback but indefinite carryforward provision. Many provisions in the Tax Act are generally effective in tax years beginning after December 31, 2017.

As of December 31, 2017, the Company reflected the provisional income tax effects of the Tax Act under Accounting Standards Codification Topic 740, Income Taxes. The Company has recorded a provisional tax expense in the year ended December 31, 2017 of approximately $3.37 million, comprised of approximately $3.27 million tax expense from recording the estimated one-time transition tax on post-1986 foreign unremitted earnings and $0.09 million of tax expense from remeasurement of U.S. deferred taxes using the relevant tax rate at which the Company expects them to reverse in the future.

To the extent that portions of its U.S. taxable income, such as Subpart F income or GILTI, are determined to be from sources outside of the U.S., subject to certain limitations, the Company may be able to claim foreign tax credits to offset its U.S. income tax liabilities. Any remaining liabilities are accrued in the Company’s consolidated statements of comprehensive income and estimated tax payments are made when required by U.S. law.

Nova Furniture Limited and Bright Swallow are incorporated in the BVI. Nova Macao is incorporated in Macao. Nova Samoa is incorporated in Oceania. There is no income tax for companies domiciled in the BVI, Oceania or Macao. Accordingly, the Company’s consolidated financial statements do not present any income tax provision related to the BVI and Macao tax jurisdiction where Nova Furniture BVI, BSI and Nova Macao are domiciled. Nova Macao is an income tax-exempt entity incorporated and domiciled in Macao.

As of March 31, 2018, unrecognized tax benefits were approximately $2.1 million.  The total amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate was $2.1 million as of March 31, 2018. As of December 31, 2017, unrecognized tax benefits were approximately $2.0 million.  The total amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate was $2.0 million as of December 31, 2017.

A reconciliation of the January 1, 2018 through March 31, 2018, amount of unrecognized tax benefits excluding interest and penalties (“Gross UTB”) is as follows:

	Gross UTB
Balance – January 1, 2018 and March 31, 2018	$	1,428,561

At March 31, 2018 and December 31, 2017, the Company had cumulatively accrued approximately $631,000 and $599,000 for estimated interest and penalties related to unrecognized tax benefits, respectively. For the three months ended March 31, 2018 and 2017, the Company recorded interest and penalties related to unrecognized tax benefits as a component of income tax expense, which totaled approximately $32,000 and $33,000, respectively. The Company does not anticipate any significant changes to its unrecognized tax benefits within the next 12 months.

The prospects of supplemental legislation or regulatory processes to address questions that arise because of the Tax Act, or evolving technical interpretations of the tax law, may cause the final impact from the Tax Act to differ from the provisionally recorded amounts. The Company expects to complete its analysis within the measurement period allowed by Staff Accounting Bulletin (“SAB”) No.118, no later than the fourth quarter of 2018.

As of December 31, 2017, a total of $2.1 million unrecognized tax benefit was recorded as long-term taxes payable, as ASC 740 specifies that tax positions for which the timing of the ultimate resolution is uncertain should be recognized as long-term liabilities. Other long-term taxes payable also consisted of an income tax payable of $2.50 million, primarily arising from a one-time transition tax recognized in the fourth quarter of 2017 that represented management’s estimate of the amount of U.S. corporate income tax based on the deemed repatriation to the United States of its share of previously deferred earnings of our non-U.S. subsidiaries of mandated by the U.S. Tax Reform. The Company elected to pay the one-time transition tax over eight years commencing in April 2018.

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

In May 2014 the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards).

The new revenue standards became effective for the Company on January 1, 2018, and were adopted using the modified retrospective method. The adoption of the new revenue standards as of January 1, 2018 did not change the Company’s revenue recognition as the majority of its revenues continue to be recognized when the customer takes control of its product. As the Company did not identify any accounting changes that impacted the amount of reported revenues with respect to its product revenues, no adjustment to retained earnings was required upon adoption.

Under the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation.

Revenues from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial.

Revenues from product sales are recorded net of reserves established for applicable discounts and allowances that are offered within contracts with the Company’s customers.

Product revenue reserves, which are classified as a reduction in product revenues, are generally characterized in the following categories: discounts, returns and rebates. These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable as the amount is payable to the Company’s customer.

The Company’s 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.  As alternatives for the product return option, the customers have options of asking a discount from the Company for the products with quality issues or receiving replacement parts from the Company at no cost. The amount for return of products, the discount provided to the Company’s customers and the costs for replacement parts were immaterial for the three months ended March 31, 2018 and 2017.

Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block]

Accounts Receivable

The Company’s accounts receivable arise from product sales. The Company does not adjust its receivables for the effects of a significant financing component at contract inception if it expects to collect the receivables in one year or less from the time of sale. The Company does not expect to collect receivables greater than one year from the time of sale.

The Company’s policy is to maintain an allowance for potential credit losses on 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. Amounts determined to be uncollectible are charged or written-off against the reserve. An analysis of the allowance for doubtful accounts is as follows:

Balance at January 1, 2018	$	218,976
Provision for the period		321,970
Balance at March 31, 2018	$	540,946

During the three ended March 31, 2018 and 2017, bad debts were $321,970 and $324,684, respectively.

The adoption of the new revenue standards did not change the Company’s historical accounting methods for its accounts receivable.

Cost of Sales, Policy [Policy Text Block]

Cost of Sales

Cost of sales consists primarily of finished goods purchased from other manufacturers, material costs, labor costs and related overhead that are directly attributable to the production of the products. Write-downs of inventory to the lower of cost or net realizable value is also recorded in the cost of sales.

Shipping and Handling Cost, Policy [Policy Text Block]

Shipping and Handling Costs

Shipping and handling costs related to delivery of finished goods are included in selling expenses. During the three months ended March 31, 2018 and 2017, shipping and handling costs were $184 and $305, respectively.

Advertising Costs, Policy [Policy Text Block]

Advertising 

Advertising expenses consist primarily of costs of promotion and marketing for the Company’s image and products, and costs of direct advertising, and are included in selling expenses. The Company expenses all advertising costs as incurred. Advertising expense was $192,579 and $537,579 for the three months ended March 31, 2018 and 2017, respectively.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Share-based compensation

The Company accounts for share-based compensation awards to employees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that share-based payment transactions with employees be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the requisite service period.

The Company accounts for share-based compensation awards to non-employees in accordance with FASB ASC Topic 718 and FASB ASC Subtopic 505-50, “Equity-Based Payments to Non-employees”. Share-based compensation associated with the issuance of equity instruments to non-employees is measured at the fair value of the equity instrument issued or committed to be issued, as this is more reliable than the fair value of the services received. The fair value is measured at the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete.

Earnings Per Share, Policy [Policy Text Block]

Earnings per Share (EPS)

Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares pertaining to warrants, stock options, and similar instruments had been issued and if the additional common shares were dilutive. Diluted earnings per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding unvested restricted stock, options and warrants, and the if-converted method for the outstanding convertible instruments. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later) and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, outstanding convertible instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later).

The following table presents a reconciliation of basic and diluted earnings (loss) per share for the three months ended March 31, 2018 and 2017: 

	Three Months Ended March 31,
	2018		2017
Net income (loss)	$	1,655,021	$	(1,209,390	)
Weighted average shares outstanding – basic*		28,253,115		27,345,106
Dilutive stock options and unvested restricted stock		440,364		-
Weighted average shares outstanding – diluted		28,693,479		27,345,106
Income (loss) per share
– basic	$	0.06	$	(0.04	)
– diluted	$	0.06	$	(0.04	)

* Including 821,534 and 466,967 shares that were granted and vested but not yet issued for the three months ended March 31, 2018 and 2017, respectively.

For the three months ended March 31, 2018 and 2017, 858,334 shares purchasable under warrants were excluded from EPS, respectively, as their effects were anti-dilutive. For the three months ended March 31, 2017, the unvested restricted stock were anti-dilutive.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist primarily of accounts and other receivables. The Company does not require collateral or other security to support these receivables. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.

Two major customers accounted for 43% (27% and 16% each) of the Company’s sales for the three months ended March 31, 2018. Two major customers accounted for 26% (13% and 14% each) of the Company’s sales for the three months March 31, 2017. Accounts receivable from these customers were $37,674,823 and $8,835,931 as of March 31, 2018 and 2017, respectively.

The Company purchased its products from three and four major vendors during the three months ended March 31, 2018 and 2017, accounting for a total of 93% (39%, 32% and 22% for each) and 89% (33%, 25%, 18% and 13% for each) of the Company’s purchases, respectively.

Advances made to these vendors were $10,401,410 and $20,981,900 as of March 31, 2018 and 2017, respectively. Accounts payable to these vendors were $345,144 and $186,772 as of March 31, 2018 and 2017, respectively.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

·            Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

·            Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

·            Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The carrying value of cash, accounts receivable, advance to suppliers, other receivables, accounts payable, short-term line of credit, advance from customers, other payables and accrued liabilities approximate estimated fair values because of their short maturities.  The estimated fair value of the long-term lines of credit approximated the carrying amount as the interest rates are considered as approximate to the current rate for comparable loans at the respective balance sheet dates.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency Translation and Transactions

The consolidated financial statements are presented in United States Dollar (“$” or “USD”), which is also the functional currency of Nova LifeStyle, Nova Furniture, Nova Samoa, Nova Macao, Bright Swallow, Diamond Bar and i Design.

Segment Reporting, Policy [Policy Text Block]

Segment Reporting 

ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

Management determined that the Company’s operations constitute a single reportable segment in accordance with ASC 280. The Company operates exclusively in one business and industry segment: the design and sale of furniture.

Management concluded that the Company had one reportable segment under ASC 280 because Diamond Bar is a furniture distributor based in California focusing on customers in the US, Bright Swallow is a furniture distributor based in Hong Kong focusing on customers in Canada, and Nova Macao is a furniture distributor based in Macao focusing on international customers. They are all operated under the same senior management of the Company, and management views the operations of Diamond Bar, Bright Swallow and Nova Macao as a whole for making business decisions.

After the disposal of Nova Dongguan and its subsidiaries, all of the Company’s long-lived assets are mainly property, plant and equipment located in the United States for administrative purposes.

Net sales to customers by geographic area are determined by reference to the physical locations of the Company’s customers. For example, if the products are delivered to a customer in the US, the sales are recorded as generated in the U.S.; if the customer directs us to ship its products to China, the sales are recorded as sold in China.

New Accounting Pronouncements, Policy [Policy Text Block]

New Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of adoption of this ASU on the consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements and related disclosures.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 clarifies the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. The amendments are an improvement to U.S. GAAP because they provide guidance for each of the eight issues, thereby reducing the current and potential future diversity in practice. This ASU is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company has adopted the guidance retrospectively to each period presented. The adoption does not have any material effect on the presentation of its unaudited consolidated statements of cash flows.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This ASU improves the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. For public business entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted. The adoption of this ASU did not have a significant impact on the Company’s consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2017, and interim period within those fiscal years. The Company has adopted the guidance retrospectively to each period presented. The adoption does not have any material effect on the presentation of its unaudited consolidated statements of cash flows.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company has adopted the guidance effective January 1, 2018. The Company will evaluate the impact of adopting this standard prospectively upon any transactions of acquisitions or disposals of assets or businesses.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

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Note 2 - Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2018

Note 2 - Summary of Significant Accounting Policies (Tables) [Line Items]

Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]

A reconciliation of the January 1, 2018 through March 31, 2018, amount of unrecognized tax benefits excluding interest and penalties (“Gross UTB”) is as follows:

	Gross UTB
Balance – January 1, 2018 and March 31, 2018	$	1,428,561

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

Amounts determined to be uncollectible are charged or written-off against the reserve. An analysis of the allowance for doubtful accounts is as follows:

Balance at January 1, 2018	$	218,976
Provision for the period		321,970
Balance at March 31, 2018	$	540,946

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The following table presents a reconciliation of basic and diluted earnings (loss) per share for the three months ended March 31, 2018 and 2017:

	Three Months Ended March 31,
	2018		2017
Net income (loss)	$	1,655,021	$	(1,209,390	)
Weighted average shares outstanding – basic*		28,253,115		27,345,106
Dilutive stock options and unvested restricted stock		440,364		-
Weighted average shares outstanding – diluted		28,693,479		27,345,106
Income (loss) per share
– basic	$	0.06	$	(0.04	)
– diluted	$	0.06	$	(0.04	)

* Including 821,534 and 466,967 shares that were granted and vested but not yet issued for the three months ended March 31, 2018 and 2017, respectively.

Property Plant and Equipment Estimated Useful Lives [Member]

Note 2 - Summary of Significant Accounting Policies (Tables) [Line Items]

Property, Plant and Equipment [Table Text Block]

Depreciation of property and equipment is provided using the straight-line method for substantially all assets with 10% salvage value and estimated lives as follows:

Computer and office equipment	5 years
Decoration and renovation	10 years

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Note 4 - Plant, Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2018

Property, Plant and Equipment [Member]

Note 4 - Plant, Property and Equipment, Net (Tables) [Line Items]

Property, Plant and Equipment [Table Text Block]

As of March 31, 2018 and December 31, 2017, plant, property and equipment consisted of the following:

	March 31, 2018			December31, 2017
Computer and office equipment	$	304,211		$	292,710
Decoration and renovation		118,858			118,858
Less: accumulated depreciation		(264,664	)		(254,322	)
	$	158,405		$	157,246

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Note 5 - Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2018

Disclosure Text Block [Abstract]

Schedule of Finite-Lived Intangible Assets [Table Text Block]

Intangible assets consisted of the following as of March 31, 2018 and December 31, 2017:

	March 31, 2018			December 31, 2017
eCommerce platform	$	1,208,200		$	1,208,200
Customer relationship		6,150,559			6,150,559
Trademarks		200,000			200,000
Less: accumulated amortization		(3,457,827	)		(3,356,151	)
	$	4,100,932		$	4,202,608

Finite-lived Intangible Assets Amortization Expense [Table Text Block]

Estimated amortization expense relating to the existing intangible assets with finite lives for each of the next five years is as follows:

12 months ending March 31,
2018	$	406,704
2019		406,704
2020		406,704
2021		406,704
2022		406,704

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Note 6 - Receivables from an Unrelated Party, Prepaid Expenses and Other Receivables (Tables)

3 Months Ended

Mar. 31, 2018

Receivables [Abstract]

Schedule of Other Current Assets [Table Text Block]

Prepaid Expenses and Other Receivables consisted of the following at March 31, 2018 and December 31, 2017:

	March 31, 2018		December 31, 2017
Prepaid expenses	$	115,126	$	198,485
Other receivables		56,071		34,450
Total	$	171,197	$	232,935

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Note 7 - Accrued Liabilities and Other Payables (Tables)

3 Months Ended

Mar. 31, 2018

Disclosure Text Block Supplement [Abstract]

Schedule of Accrued Liabilities [Table Text Block]

Accrued liabilities and other payables consisted of the following as of March 31, 2018 and December 31, 2017:

	March 31, 2018		December 31, 2017
Other payables	$	41,346	$	31,463
Salary payable		30,625		30,410
Financed insurance premiums		19,640		74,265
Accrued rents		39,469		55,303
Accrued commission		544,667		605,668
Accrued expenses, others		57,615		50,647
Total	$	733,362	$	847,756

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Note 10 - Stockholders’ Equity (Tables)

3 Months Ended

Mar. 31, 2018

Stockholders' Equity Note [Abstract]

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

Following is a summary of the warrant activity for the three months ended March 31, 2018:

	Number of Warrants		Average Exercise Price		Weighted Average Remaining Contractual Term in Years
Outstanding at January 1, 2018		858,334	$	2.71		2.92
Exercisable at January 1, 2018		858,334		2.71		2.92
Granted		-		-		-
Exercised / surrendered		-		-		-
Expired		-		-		-
Outstanding at December 31, 2017		858,334	$	2.71		2.67
Exercisable at December 31, 2017		858,334	$	2.71		2.67

Share-based Compensation, Stock Options, Activity [Table Text Block]

Stock option activity under the Company’s stock-based compensation plans is shown below:

	Number of Shares			AverageExercise Price per Share		Aggregate IntrinsicValue(1)		WeightedAverageRemainingContractual Term in Years
Outstanding at January 1, 2018		1,072,000			1.37	$	1,309,425		4.67
Exercisable at January 1, 2018		532,500			1.37	$	649,725		4.67
Granted
Exercised		(15,000	)		1.26				-
Forfeited		-			-				-
Outstanding at March 31, 2018		1,057,500		$	1.37	$	834,750	$	4.44
Exercisable at March 31, 2018		982,500		$	1.35	$	796,500	$	4.43

(1) The intrinsic value of the stock options at March 31, 2018 is the amount by which the market value of the Company’s common stock of $2.16 as of March 31, 2018 exceeds the exercise price of the option.

XML

Note 11 - Geographical Sales (Tables)

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block]

Geographical distribution of sales consisted of the following for the three months ended March 31, 2018 and 2017:

	Three Months Ended March 31,
Geographical Areas	2018		2017
North America	$	12,717,485	$	12,529,632
Europe		-		2,262,865
Australia		3,660,465		2,449,454
Asia		5,925,522		815,071
	$	22,303,472	$	18,057,022

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Note 12 - Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

The total minimum future lease payments are as follows:

12 Months Ending March 31,	Amount
2019	$	361,620
2020		15,360
2021		-
2022		-
2023		-
Thereafter		-
Total	$	376,980

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Note 1 - Organization and Description of Business (Details)	Oct. 25, 2016
Disclosure Text Block [Abstract]
Number of Subsidiaries Sold	3

XML

Note 2 - Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Property, Plant and Equipment, Salvage Value, Percentage	10.00%
Research and Development Expense	$ 65,589	$ 0
Income Tax Expense (Benefit)	$ 247,257	(170,019)
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%		35.00%
Effective Income Tax Rate Reconciliation Tax Cut and Jobs Act			$ 3,370,000
Income Tax (Expense) Benefit, Continuing Operations, Estimated One-time Transition Tax on Post-1986 Foreign Unremitting Earnings			3,270,000
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability			90,000
Unrecognized Tax Benefits	$ 1,428,561		2,000,000
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	631,000,000		599,000
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense	32,000,000	33,000
Deferred Tax Liabilities, Other			$ 2,500,000
Provision for Doubtful Accounts	$ 321,970
Provision for Doubtful Accounts, Reversal		$ 324,684
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in Shares)	821,534	466,967
Number of Operating Segments	1
Diamond Bar [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Goodwill, Impairment Loss	$ 0	$ 0
Customer Concentration Risk [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Accounts Receivable, Gross, Current	$ 37,674,823	$ 8,835,931
Customer Concentration Risk [Member] | Sales Revenue, Net [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Concentration Risk, Percentage	43.00%	26.00%
Customer Concentration Risk [Member] | Major Custom A [Member] | Sales Revenue, Net [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Concentration Risk, Percentage	27.00%	13.00%
Customer Concentration Risk [Member] | Major Customer B [Member] | Sales Revenue, Net [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Concentration Risk, Percentage	16.00%	14.00%
Supplier Concentration Risk [Member] | Cost of Goods, Total [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Concentration Risk, Percentage	93.00%	89.00%
Accounts Receivable, Gross	$ 10,401,410	$ 20,981,900
Accounts Payable	$ 345,144	$ 186,772
Supplier Concentration Risk [Member] | Cost of Goods, Total [Member] | Major Vendor A [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Concentration Risk, Percentage	39.00%	33.00%
Supplier Concentration Risk [Member] | Cost of Goods, Total [Member] | Major Vendor B [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Concentration Risk, Percentage	32.00%	25.00%
Supplier Concentration Risk [Member] | Cost of Goods, Total [Member] | Major Vendor C [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Concentration Risk, Percentage	22.00%	18.00%
Supplier Concentration Risk [Member] | Cost of Goods, Total [Member] | Major Vendor D [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Concentration Risk, Percentage		13.00%
Continuing Operations [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Unrecognized Tax Benefits	$ 2.1
Advertising Expense	$ 192,579	$ 537,579
Warrant [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares)	858,334
Shipping and/or Handling [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Cost of Goods and Services Sold	$ 184	$ 305

XML

Note 2 - Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Property and Equipment	3 Months Ended
	Mar. 31, 2018
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment	5 years
Museum Decoration and Renovation [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment	10 years

XML

Note 2 - Summary of Significant Accounting Policies (Details) - Schedule of Unrecognized Tax Benefits Roll Forward - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Schedule of Unrecognized Tax Benefits Roll Forward [Abstract]
Balance – January 1, 2018 and March 31, 2018	$ 1,428,561	$ 2,000,000

XML

Note 2 - Summary of Significant Accounting Policies (Details) - Schedule of Accounts, Notes, Loans and Financing Receivable	3 Months Ended
	Mar. 31, 2018 USD ($)
Schedule of Accounts, Notes, Loans and Financing Receivable [Abstract]
Balance at January 1, 2018	$ 218,976
Provision for the period	321,970
Balance at March 31, 2018	$ 540,946

XML

Note 2 - Summary of Significant Accounting Policies (Details) - Schedule of Earnings per Share, Basic and Diluted - USD ($)		3 Months Ended
		Mar. 31, 2018	Mar. 31, 2017
Schedule of Earnings per Share, Basic and Diluted [Abstract]
Net income (loss) (in Dollars)		$ 1,655,021	$ (1,209,390)
Weighted average shares outstanding – basic	[1]	28,253,115	27,345,106
Dilutive stock options and unvested restricted stock		440,364	0
Weighted average shares outstanding – diluted		28,693,479	27,345,106
– basic (in Dollars per share)		$ 0.06	$ (0.04)
– diluted (in Dollars per share)		$ 0.06	$ (0.04)

[1] Including 821,534 and 466,967 shares that were granted and vested but not yet issued for the three months ended March 31, 2018 and 2017, respectively.

XML

Note 3 - Inventories (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Inventory, Net	$ 6,220,820	$ 6,374,560

XML

Note 4 - Plant, Property and Equipment, Net (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Property, Plant and Equipment [Abstract]
Depreciation	$ 10,341	$ 10,116

XML

Note 4 - Plant, Property and Equipment, Net (Details) - Schedule of Property, Plant and Equipment - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Less: accumulated depreciation	$ (264,664)	$ (254,322)
Property, plant and equipment, net	158,405	157,246
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	304,211	292,710
Museum Decoration and Renovation [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 118,858	$ 118,858

XML

Note 5 - Intangible Assets (Details)			3 Months Ended		12 Months Ended
	Apr. 24, 2013 USD ($)	Aug. 31, 2011 USD ($)	Mar. 31, 2018 USD ($)	Mar. 31, 2017 USD ($)	Dec. 31, 2016	Dec. 31, 2017 USD ($)
Note 5 - Intangible Assets (Details) [Line Items]
Amortization of Intangible Assets			$ 101,676	$ 371,003
Customer Relationships [Member]
Note 5 - Intangible Assets (Details) [Line Items]
Finite-Lived Intangible Assets, Gross			6,150,559			$ 6,150,559
Customer Relationships [Member] | Diamond Bar [Member]
Note 5 - Intangible Assets (Details) [Line Items]
Finite-Lived Intangible Assets, Gross		$ 50,000
Finite-Lived Intangible Assets, Amortization Method		straight-line method
Customer Relationships [Member] | Bright Swallow International Group Limited [Member]
Note 5 - Intangible Assets (Details) [Line Items]
Finite-Lived Intangible Assets, Amortization Method	straight-line method
Finite-Lived Intangible Asset, Useful Life	15 years
Finite-lived Intangible Assets, Fair Value Disclosure	$ 6,100,559
Trademarks [Member]
Note 5 - Intangible Assets (Details) [Line Items]
Finite-Lived Intangible Assets, Gross			$ 200,000			$ 200,000
Trademarks [Member] | Diamond Bar [Member]
Note 5 - Intangible Assets (Details) [Line Items]
Number of trademarks acquired		2
Payments to Acquire Intangible Assets		$ 200,000
Finite-Lived Intangible Assets, Amortization Method		straight-line method
Finite-Lived Intangible Asset, Useful Life		5 years
Computer Software, Intangible Asset [Member]
Note 5 - Intangible Assets (Details) [Line Items]
Finite-Lived Intangible Asset, Useful Life				1 year	10 years
Finite-Lived Intangible Assets, Period Increase (Decrease)				$ 1,200,000
Use Rights [Member]
Note 5 - Intangible Assets (Details) [Line Items]
Finite-Lived Intangible Assets, Amortization Method				straight-line method

XML

Note 5 - Intangible Assets (Details) - Schedule of Finite-Lived Intangible Assets - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Finite-Lived Intangible Assets [Line Items]
Less: accumulated amortization	$ (3,457,827)	$ (3,356,151)
Intangible assets, net	4,100,932	4,202,608
eCommerce Platform [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	1,208,200	1,208,200
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	6,150,559	6,150,559
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 200,000	$ 200,000

XML

Note 5 - Intangible Assets (Details) - Finite-lived Intangible Assets Amortization Expense	Dec. 31, 2017 USD ($)
Finite-lived Intangible Assets Amortization Expense [Abstract]
2018	$ 406,704
2019	406,704
2020	406,704
2021	406,704
2022	$ 406,704

XML

Note 6 - Receivables from an Unrelated Party, Prepaid Expenses and Other Receivables (Details) - USD ($)			3 Months Ended		12 Months Ended
	Mar. 23, 2017	Mar. 20, 2017	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Jan. 01, 2017	Dec. 31, 2016	Sep. 22, 2016
Note 6 - Receivables from an Unrelated Party, Prepaid Expenses and Other Receivables (Details) [Line Items]
Contractual Obligation								$ 16,000,000
Prepaid Contractual Obligations						$ 6,835,000	$ 7,000,000
Contract Termination Description		On March 20, 2017, the Company and the unrelated party terminated the MOU and released both parties from all the obligations and liabilities under the MOU. The Company agreed to bear the costs of $800,000 incurred by the unrelated party on the Platform, which were charged as expenses in the first quarter of fiscal year 2017.
Payment for Contractual Obligations					$ 13,000,000
Payments to Acquire Notes Receivable			$ 0	$ 8,835,000
Loans Receivable [Member]
Note 6 - Receivables from an Unrelated Party, Prepaid Expenses and Other Receivables (Details) [Line Items]
Payments to Acquire Notes Receivable	$ 2,000,000
Note Receivable, Interest Rate	5.00%

XML

Note 6 - Receivables from an Unrelated Party, Prepaid Expenses and Other Receivables (Details) - Schedule of Other Current Assets - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Schedule of Other Current Assets [Abstract]
Prepaid expenses	$ 115,126	$ 198,485
Other receivables	56,071	34,450
Total	$ 171,197	$ 232,935

XML

Note 7 - Accrued Liabilities and Other Payables (Details) - Schedule of Accrued Liabilitites - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Schedule of Accrued Liabilitites [Abstract]
Other payables	$ 41,346	$ 31,463
Salary payable	30,625	30,410
Financed insurance premiums	19,640	74,265
Accrued rents	39,469	55,303
Accrued commission	544,667	605,668
Accrued expenses, others	57,615	50,647
Total	$ 733,362	$ 847,756

XML

Note 8 - Lines of Credit (Details) - USD ($)										3 Months Ended		12 Months Ended
	Sep. 19, 2017	Feb. 16, 2016	Jan. 20, 2016	Sep. 28, 2015	Sep. 21, 2015	Aug. 01, 2015	Jun. 08, 2015	Jan. 22, 2015	Nov. 20, 2014	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 17, 2015
Note 8 - Lines of Credit (Details) [Line Items]
Interest Paid, Including Capitalized Interest, Operating and Investing Activities										$ 31,582	$ 54,406
Diamond Bar [Member] | Line of Credit [Member]
Note 8 - Lines of Credit (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity			$ 8,000,000	$ 6,000,000		$ 5,000,000	$ 6,000,000					$ 5,000,000
Line of Credit Facility, Interest Rate at Period End						4.25%				4.75%		4.25%		4.00%
Line of Credit Facility, Expiration Date	Jun. 01, 2019			Jun. 01, 2017		Sep. 01, 2015	Jul. 31, 2015					Jun. 01, 2015
Line of Credit Facility, Interest Rate During Period			4.00%	3.75%
Line of Credit Facility, Collateral										The line of credit is secured by all of the assets of Diamond Bar and is guaranteed by Nova LifeStyle.
Long-term Line of Credit										$ 0			$ 4,202,118
Interest Expense, Debt										31,582	40,578
Line of Credit Facility, Remaining Borrowing Capacity										$ 8,000,000
Line of Credit Facility, Covenant Terms										The Diamond Bar loan has the following covenants: (i) maintain a minimum tangible net worth of not less than $20 million; (ii) maintain a ratio of debt to tangible net worth not in excess of 2.5 to 1.0; (iii) the pre-tax income must be not less than 1% of total revenue quarterly; and (iv) maintain a current ratio in excess of 1.25 to 1.00.
Line of Credit Facility, Covenant Compliance										Diamond Bar was in compliance with the stated covenants.
Nova Macao [Member] | Line of Credit [Member]
Note 8 - Lines of Credit (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		$ 6,500,000						$ 6,500,000
Line of Credit Facility, Interest Rate at Period End								4.25%
Line of Credit Facility, Expiration Date		Jan. 31, 2017						Jan. 29, 2016
Line of Credit Facility, Interest Rate During Period		4.00%
Line of Credit Facility, Collateral								The loan was secured by assignment of Sinosure (China Export and Credit Insurance Company) credit insurance and was guaranteed by Nova LifeStyle and Diamond Bar.
Long-term Line of Credit										$ 0			$ 0
Interest Paid, Including Capitalized Interest, Operating and Investing Activities										$ 0	$ 13,828
Nova Dongguan [Member] | Line of Credit [Member]
Note 8 - Lines of Credit (Details) [Line Items]
Debt Instrument, Maturity Date, Description									February 2017
Nova Dongguan [Member] | Line of Credit #2 [Member] | Line of Credit [Member]
Note 8 - Lines of Credit (Details) [Line Items]
Debt Instrument, Payment Terms					monthly payment of interest and that the interest rate will be adjusted annually

XML

Note 9 - Related Party Transactions (Details) - USD ($)			3 Months Ended
	Mar. 16, 2015	Sep. 30, 2011	Mar. 31, 2018	Mar. 31, 2017
Note 9 - Related Party Transactions (Details) [Line Items]
Operating Leases, Rent Expense			$ 199,069	$ 178,169
Diamond Bar [Member] | Building [Member] | President [Member]
Note 9 - Related Party Transactions (Details) [Line Items]
Related Party Transaction, Description of Transaction		Diamond Bar leased a showroom in High Point, North Carolina from the Company’s president who is currently also our Chief Executive Officer and Chairman of the Board.
Lessee, Operating Lease, Renewal Term	1 year
Operating Leases, Rent Expense, Minimum Rentals	$ 34,561
Operating Leases, Rent Expense			$ 0	$ 16,458

XML

Note 10 - Stockholders’ Equity (Details)																	1 Months Ended	3 Months Ended
	Feb. 27, 2018 USD ($) $ / shares shares	Dec. 12, 2017 USD ($)	Dec. 10, 2017 USD ($)	Nov. 16, 2017 $ / shares shares	Sep. 26, 2017 USD ($) $ / shares shares	Aug. 29, 2017 $ / shares shares	Apr. 10, 2017 USD ($)	Nov. 15, 2016 USD ($) $ / shares shares	Nov. 14, 2016 USD ($) $ / shares shares	Aug. 09, 2016 USD ($)	May 18, 2016 USD ($) $ / shares shares	Feb. 01, 2016 USD ($) $ / shares shares	Aug. 15, 2015	May 28, 2015 USD ($) $ / shares shares	May 19, 2015	Dec. 01, 2014 USD ($) $ / shares shares	Jun. 30, 2017 USD ($)	Mar. 31, 2018 USD ($) $ / shares shares	Mar. 31, 2017 USD ($)	Dec. 31, 2017 USD ($) $ / shares	Mar. 21, 2016 $ / shares
Note 10 - Stockholders’ Equity (Details) [Line Items]
Stock Repurchase Program, Authorized Amount (in Dollars)		$ 5,000,000
Stock Repurchase Program, Period in Force		12 months
Share Price (in Dollars per share) | $ / shares																		$ 2.16
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares																		$ 0.001		$ 0.001
Class of Warrants or Rights Exercised (in Shares) | shares																		0
Share-based Compensation (in Dollars)																		$ 595,677	$ 449,889
Statutory Equity Reserves (in Dollars)																		$ 6,241		$ 6,241
Chief Financial Officer [Member] | Restricted Stock [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share Price (in Dollars per share) | $ / shares																					$ 1.20
Nova Macao [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Statutory reserve, after-tax income percentage																		10.00%
Nova Dongguan [Member] | Minimum [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Common welfare fund, voluntary contribution																		5%
Nova Dongguan [Member] | Maximum [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Common welfare fund, voluntary contribution																		10%
Private Placement [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Private Placement Number of Shares Authorized (in Shares) | shares														2,970,509
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares														$ 0.001
Stock Issued During Period, Shares, New Issues (in Shares) | shares														2,000,001
Sale of Stock, Price Per Share (in Dollars per share) | $ / shares														$ 2.00
Proceeds from Issuance of Private Placement (in Dollars)														$ 4,000,002
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares														$ 2.71
Warrants, Term														5 years
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Expected Term														5 years
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Expected Volatility Rate														107.00%
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Risk Free Interest Rate														1.55%
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Expected Dividend Rate														0.00%
Warrants, Fair Value of Warrants, Granted (in Dollars)														$ 3,147,530
Series A Warrants [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Class of Warrants or Rights Exercised (in Shares) | shares														660,030
Series C Warrants [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares														310,478
Consulting Service Agreement #3 [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares																60,000
Consulting Agreement, Term																3 years
Consulting Agreement Vesting Terms																The initial 10,000 shares were required to be issued within 30 days upon signing of the agreement; for the remaining 50,000 shares, the Company issued to the consultant 10,000 shares of common stock on or before each of June 1, 2015, December 1, 2015, June 1, 2016, December 1, 2016 and June 1, 2017
Stock Issued During Period, Value, Issued for Services (in Dollars)																$ 224,400
Share Price (in Dollars per share) | $ / shares																$ 3.74
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition (in Dollars)																		$ 0	18,700
Consulting Service Agreement #6 [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares												150,000
Consulting Agreement, Term												15 months
Stock Issued During Period, Value, Issued for Services (in Dollars)												$ 204,000
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition (in Dollars)																		0	40,800
Shares Issued, Price Per Share (in Dollars per share) | $ / shares												$ 1.36
Consulting Service Agreement #6 [Member] | Monthly Award [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares												10,000
Consulting Service Agreement #7 [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares												240,000
Consulting Agreement, Term												24 months
Stock Issued During Period, Value, Issued for Services (in Dollars)												$ 326,400
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition (in Dollars)																		13,600	40,800
Shares Issued, Price Per Share (in Dollars per share) | $ / shares												$ 1.36
Consulting Service Agreement #7 [Member] | Monthly Award [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares												10,000
Consulting Service Agreement #7 [Member] | Share-based Compensation Award, Tranche One [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage												12.50%
Consulting Service Agreement #7 [Member] | Share-based Compensation Award, Tranche Two [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage												12.50%
Consulting Service Agreement #7 [Member] | Share-based Compensation Award, Tranche Three [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage												12.50%
Consulting Service Agreement #7 [Member] | Share-based Compensation Award, Tranche Four [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage												12.50%
Consulting Service Agreement #7 [Member] | Share-based Compensation Award, Tranche Five[Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage												12.50%
Consulting Service Agreement #7 [Member] | Share-based Compensation Award, Tranche Six[Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage												12.50%
Consulting Service Agreement #7 [Member] | Share-based Compensation Award, Tranche Seven [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage												12.50%
Consulting Service Agreement #7 [Member] | Share-based Compensation Award, Tranche Eight [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage												12.50%
Consulting Service Agreement #9 [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares								100,000
Consulting Agreement, Term								12 years
Stock Issued During Period, Value, Issued for Services (in Dollars)								$ 294,000
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition (in Dollars)																		0	72,493
Shares Issued, Price Per Share (in Dollars per share) | $ / shares								$ 2.94
Consulting Service Agreement #9 [Member] | Share-based Compensation Award, Tranche One [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage								25.00%
Consulting Service Agreement #9 [Member] | Share-based Compensation Award, Tranche Two [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage								25.00%
Consulting Service Agreement #9 [Member] | Share-based Compensation Award, Tranche Three [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage								25.00%
Consulting Service Agreement #9 [Member] | Share-based Compensation Award, Tranche Four [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage								25.00%
Consulting Service Agreement #5 [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights													Twenty-five percent (25%) of those shares vested on December 15, 2016, 25% on February 15, 2017, 25% on May 15, 2017, and the remaining 25% vested on August 15, 2017.
Consulting Service Agreement #10 [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares								100,000
Consulting Agreement, Term								12 months
Stock Issued During Period, Value, Issued for Services (in Dollars)								$ 294,000
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition (in Dollars)																		0	73,500
Shares Issued, Price Per Share (in Dollars per share) | $ / shares								$ 2.94
Consulting Service Agreement #11 [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Consulting Agreement, Term								12 months
Stock Issued During Period, Value, Issued for Services (in Dollars)								$ 20,000
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition (in Dollars)																		0	50,000
Other Commitments, Description								The Company also granted the consultant $15,000 worth of shares of the Company’s common stock per month starting from December 1, 2016 for 12 months.
Consulting Service Agreement #12 [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Consulting Agreement, Term																	12 months
Stock Issued During Period, Value, Issued for Services (in Dollars)																	$ 10,000
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition (in Dollars)																		32,500
Other Commitments, Description																	The Company also granted the consultant $10,000 worth of shares of the Company’s common stock per month starting from July 1, 2017 for a period of 12 months.
Consulting Agreement #13 [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares				100,000
Consulting Agreement, Term				1 year
Share Price (in Dollars per share) | $ / shares				$ 1.73
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition (in Dollars)																		42,658
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage				173000.00%
Consulting Agreement #13 [Member] | Share-based Compensation Award, Tranche One [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage				25.00%
Consulting Agreement #13 [Member] | Share-based Compensation Award, Tranche Two [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage				25.00%
Consulting Agreement #13 [Member] | Share-based Compensation Award, Tranche Three [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage				25.00%
Consulting Agreement #13 [Member] | Share-based Compensation Award, Tranche Four [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage				25.00%
Consulting Service Agreement [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Stock Issued During Period, Value, Issued for Services (in Dollars)			$ 15,000
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition (in Dollars)																		48,750
Other Commitments, Description			The Company also granted the consultant $15,000 worth of shares of the Company’s common stock per month starting from January 1, 2018 for 12 months.
Agreement with Three Furniture Designers [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares											240,000
Consulting Agreement, Term											24 months
Stock Issued During Period, Value, Issued for Services (in Dollars)											$ 388,800
Shares Issued, Price Per Share (in Dollars per share) | $ / shares											$ 0.54
Share-based Compensation (in Dollars)																		47,934	47,934
Agreement with Three Furniture Designers [Member] | Share-based Compensation Award, Tranche One [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage											25.00%
Agreement with Three Furniture Designers [Member] | Share-based Compensation Award, Tranche Two [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage											25.00%
Agreement with Three Furniture Designers [Member] | Share-based Compensation Award, Tranche Three [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage											25.00%
Agreement with Three Furniture Designers [Member] | Share-based Compensation Award, Tranche Four [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage											25.00%
2014 Omnibus Long-Term Incentive Plan [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars)																		81,227
2014 Omnibus Long-Term Incentive Plan [Member] | Director [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Number of Directors										4
Stock Issued During Period, Value, Share-based Compensation, Gross (in Dollars)										$ 40,000
Share-based Compensation (in Dollars)																		0	39,452
2014 Omnibus Long-Term Incentive Plan [Member] | April 102017 [Member] | Director [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Stock Issued During Period, Value, Share-based Compensation, Gross (in Dollars)							$ 20,000
2014 Omnibus Long-Term Incentive Plan [Member] | April 102017 [Member] | Director #2 [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation (in Dollars)																		1,260	0
2014 Omnibus Long-Term Incentive Plan [Member] | September 26, 2017 [Member] | Director [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation (in Dollars)					$ 324,907
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares					300,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares					$ 1.65
Share Based Compensation, Options, Term					5 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term					5 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate					84.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate					1.87%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate					0.00%
2014 Omnibus Long-Term Incentive Plan [Member] | September 26, 2017 [Member] | Director #2 [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation (in Dollars)																		81,227
2014 Omnibus Long-Term Incentive Plan [Member] | August 292017 [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation (in Dollars)																		321,591
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares						780,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares						$ 1.26
Share Based Compensation, Options, Term						5 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term						10 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate						84.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate						1.70%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate						0.00%
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ / shares						$ 643,182
2014 Omnibus Long-Term Incentive Plan [Member] | August 292017 [Member] | President [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares						100,000
2014 Omnibus Long-Term Incentive Plan [Member] | August 292017 [Member] | Chief Financial Officer [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares						35,000
2014 Omnibus Long-Term Incentive Plan [Member] | Share-based Compensation Award, Tranche One [Member] | Director [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage										25.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Share-based Compensation Award, Tranche One [Member] | April 102017 [Member] | Director [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage							50.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Share-based Compensation Award, Tranche One [Member] | September 26, 2017 [Member] | Director [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage					25.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Share-based Compensation Award, Tranche One [Member] | August 292017 [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage						50.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Share-based Compensation Award, Tranche Two [Member] | Director [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage										25.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Share-based Compensation Award, Tranche Two [Member] | April 102017 [Member] | Director [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage							50.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Share-based Compensation Award, Tranche Two [Member] | September 26, 2017 [Member] | Director [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage					25.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Share-based Compensation Award, Tranche Two [Member] | August 292017 [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage						50.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Share-based Compensation Award, Tranche Three [Member] | Director [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage										25.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Share-based Compensation Award, Tranche Three [Member] | September 26, 2017 [Member] | Director [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage					25.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Share-based Compensation Award, Tranche Three [Member] | May 19, 2015 [Member] | Director [Member] | Restricted Stock [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage															25.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Share-based Compensation Award, Tranche Four [Member] | Director [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage										25.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Share-based Compensation Award, Tranche Four [Member] | September 26, 2017 [Member] | Director [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage					25.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Executive Employment Agreement [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Consulting Agreement, Term									1 year
Share Price (in Dollars per share) | $ / shares									$ 3.07
Stock Issued During Period, Value, Share-based Compensation, Gross (in Dollars)									$ 92,100
Share-based Compensation (in Dollars)																		0	22,710
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | shares									30,000
2014 Omnibus Long-Term Incentive Plan [Member] | Executive Employment Agreement [Member] | Share-based Compensation Award, Tranche One [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage									25.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Executive Employment Agreement [Member] | Share-based Compensation Award, Tranche Two [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage									25.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Executive Employment Agreement [Member] | Share-based Compensation Award, Tranche Three [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage									25.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Executive Employment Agreement [Member] | Share-based Compensation Award, Tranche Four [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage									25.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Agreement with a Furniture Designer [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares								100,000
Consulting Agreement, Term								1 year
Stock Issued During Period, Value, Issued for Services (in Dollars)								$ 294,000
Share Price (in Dollars per share) | $ / shares								$ 2.94
Share-based Compensation (in Dollars)																		0	$ 73,500
2014 Omnibus Long-Term Incentive Plan [Member] | Agreement with a Furniture Designer [Member] | Share-based Compensation Award, Tranche One [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage								25.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Agreement with a Furniture Designer [Member] | Share-based Compensation Award, Tranche Two [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage								25.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Agreement with a Furniture Designer [Member] | Share-based Compensation Award, Tranche Three [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage								25.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Agreement with a Furniture Designer [Member] | Share-based Compensation Award, Tranche Four [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage								25.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Secretary and Director [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Employment Agreement, Renewal Term	1 year
2014 Omnibus Long-Term Incentive Plan [Member] | Secretary and Director [Member] | Restricted Stock Units (RSUs) [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share Price (in Dollars per share) | $ / shares	$ 2.27
Stock Issued During Period, Value, Share-based Compensation, Gross (in Dollars)	$ 68,100
Share-based Compensation (in Dollars)																		$ 6,157
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | shares	30,000
2014 Omnibus Long-Term Incentive Plan [Member] | Secretary and Director [Member] | Share-based Compensation Award, Tranche One [Member] | Restricted Stock Units (RSUs) [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	25.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Secretary and Director [Member] | Share-based Compensation Award, Tranche Two [Member] | Restricted Stock Units (RSUs) [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	25.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Secretary and Director [Member] | Share-based Compensation Award, Tranche Three [Member] | Restricted Stock Units (RSUs) [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	25.00%
2014 Omnibus Long-Term Incentive Plan [Member] | Secretary and Director [Member] | Share-based Compensation Award, Tranche Four [Member] | Restricted Stock Units (RSUs) [Member]
Note 10 - Stockholders’ Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	25.00%

XML

Note 10 - Stockholders’ Equity (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract]
Number of Warrants Outstanding		858,334
Warrants Outstanding, Average Exercise Price	$ 2.71	$ 2.71
Warrants Outstanding, Weighted Average Remaining Contractual Term in Years	2 years 244 days	2 years 335 days
Number of Warrants Exercisable		858,334
Warrants Exercisable, Average Exercise Price	$ 2.71	$ 2.71
Warrants Exercisable, Weighted Average Remaining Contractual Term in Years	2 years 244 days	2 years 335 days
Number of Warrants Granted	0
Warrants Granted, Average Exercise Price	$ 0
Number of Warrants Exercised	0
Warrants Exercised, Average Exercise Price	$ 0
Number of Warrants Expired	0
Warrants Expired, Average Exercise Price	$ 0
Number of Warrants Outstanding	858,334
Number of Warrants Exercisable	858,334

XML

Note 10 - Stockholders’ Equity (Details) - Share-based Compensation, Stock Options, Activity - USD ($)		3 Months Ended	12 Months Ended
		Mar. 31, 2018	Dec. 31, 2017
Share-based Compensation, Stock Options, Activity [Abstract]
Number of Shares, Outstanding		1,057,500	1,072,000
Average Exercise Price per Share, Outstanding		$ 1.37	$ 1.37
Aggregate Intrinsic Value, Outstanding	[1]	$ 834,750	$ 1,309,425
Weighted Average Remaining Contractual Term in Years, Outstanding		4 years 160 days	4 years 244 days
Number of Shares, Exercisable		982,500	532,500
Average Exercise Price per Share, Exercisable		$ 1.35	$ 1.37
Aggregate Intrinsic Value, Exercisable	[1]	$ 796,500	$ 649,725
Weighted Average Remaining Contractual Term in Years, Exercisable		4 years 156 days	4 years 244 days
Number of Shares, Exercised		(15,000)
Average Exercise Price per Share, Exercised		$ 1.26
Number of Shares, Forfeited		0
Average Exercise Price per Share, Forfeited		$ 0

[1] The intrinsic value of the stock options at March 31, 2018 is the amount by which the market value of the Company's common stock of $2.16 as of March 31, 2018 exceeds the exercise price of the option.

XML

Note 11 - Geographical Sales (Details) - Schedule of Sales by Geographic Region - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Note 11 - Geographical Sales (Details) - Schedule of Sales by Geographic Region [Line Items]
Sales	$ 22,303,472	$ 18,057,022
North America [Member]
Note 11 - Geographical Sales (Details) - Schedule of Sales by Geographic Region [Line Items]
Sales	12,717,485	12,529,632
Europe [Member]
Note 11 - Geographical Sales (Details) - Schedule of Sales by Geographic Region [Line Items]
Sales	0	2,262,865
AUSTRALIA
Note 11 - Geographical Sales (Details) - Schedule of Sales by Geographic Region [Line Items]
Sales	3,660,465	2,449,454
Asia [Member]
Note 11 - Geographical Sales (Details) - Schedule of Sales by Geographic Region [Line Items]
Sales	$ 5,925,522	$ 815,071

XML

Note 12 - Commitments and Contingencies (Details)													3 Months Ended
	Jul. 24, 2017 USD ($)	Jul. 23, 2017 USD ($)	Oct. 03, 2016 shares	Mar. 25, 2016 USD ($)	Mar. 21, 2016 USD ($) $ / shares shares	Sep. 15, 2015 USD ($)	Sep. 15, 2015 HKD ($)	Mar. 16, 2015 USD ($)	Nov. 10, 2014 shares	Jan. 07, 2014	Jun. 17, 2013 USD ($)	May 03, 2013 USD ($) $ / shares shares	Mar. 31, 2018 USD ($) $ / shares shares	Mar. 31, 2017 USD ($) shares	Sep. 13, 2017	Sep. 19, 2013
Note 12 - Commitments and Contingencies (Details) [Line Items]
Description of Lessor Leasing Arrangements, Operating Leases										The Company subleased a portion of its warehouse space to one of its customers with a one-year term commencing on December 1, 2013 and expiring on November 30, 2014, which has been renewed every year with the current term expiring on October 31, 2018.
Operating Leases, Rent Expense													$ 199,069	$ 178,169
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in Shares) | shares													821,534	466,967
Share Price (in Dollars per share) | $ / shares													$ 2.16
Restricted Stock [Member]
Note 12 - Commitments and Contingencies (Details) [Line Items]
Allocated Share-based Compensation Expense													$ 0	$ 30,000
President [Member] | Restricted Stock [Member]
Note 12 - Commitments and Contingencies (Details) [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | shares					300,000				100,000
Stock Issued During Period, Value, Restricted Stock Award, Gross					$ 360,000
Chief Executive Officer [Member] | Restricted Stock [Member]
Note 12 - Commitments and Contingencies (Details) [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | shares									100,000
Chief Financial Officer [Member] | Restricted Stock [Member]
Note 12 - Commitments and Contingencies (Details) [Line Items]
Share Price (in Dollars per share) | $ / shares					$ 1.20
Diamond Bar [Member] | Land, Buildings and Improvements [Member]
Note 12 - Commitments and Contingencies (Details) [Line Items]
Lessee, Operating Lease, Term of Contract											5 years
Lessee, Operating Lease, Renewal Term											6 years
Operating Leases, Rent Expense, Minimum Rentals											$ 42,000
Operating lease, annual rent expense increase											3.00%
Diamond Bar [Member] | Building [Member]
Note 12 - Commitments and Contingencies (Details) [Line Items]
Rental Income, Nonoperating													18,000	16,450
Diamond Bar [Member] | Building [Member] | President [Member]
Note 12 - Commitments and Contingencies (Details) [Line Items]
Lessee, Operating Lease, Renewal Term								1 year
Operating Leases, Rent Expense, Minimum Rentals								$ 34,561
Operating Leases, Rent Expense													0	$ 16,458
Bright Swallow International Group Limited [Member] | Land, Buildings and Improvements [Member]
Note 12 - Commitments and Contingencies (Details) [Line Items]
Lessee, Operating Lease, Term of Contract						2 years	2 years								2 years	2 years
Operating Leases, Rent Expense, Minimum Rentals						$ 2,560	$ 20,000
Employment Agreement [Member]
Note 12 - Commitments and Contingencies (Details) [Line Items]
Other Commitments, Description				entered into one-year employment agreements, effective as of November 11, 2015, with Mr. Ya Ming (Jeffrey) Wong and Mr. Yuen Ching (Sammy) Ho to serve as the Company’s CEO and CFO
Employment Agreement [Member] | President [Member]
Note 12 - Commitments and Contingencies (Details) [Line Items]
Other Commitments, Description												Company entered into an amended and restated employment agreement with Thanh H. Lam to serve as the Company’s president for a five-year term.
Salary and Wage, Officer, Excluding Cost of Good and Service Sold	$ 100,000	$ 80,000										$ 80,000
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | shares												200,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in Shares) | shares												50,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period												3 years
Share Price (in Dollars per share) | $ / shares												$ 3.82
Employment Agreement [Member] | Chief Executive Officer [Member]
Note 12 - Commitments and Contingencies (Details) [Line Items]
Salary and Wage, Officer, Excluding Cost of Good and Service Sold				$ 100,000
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures (in Shares) | shares			25,000
Employment Agreement [Member] | Chief Financial Officer [Member]
Note 12 - Commitments and Contingencies (Details) [Line Items]
Salary and Wage, Officer, Excluding Cost of Good and Service Sold				$ 80,000
Employment Agreement [Member] | Share-based Compensation Award, Tranche One [Member] | President [Member]
Note 12 - Commitments and Contingencies (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in Shares) | shares												50,000
Employment Agreement [Member] | Share-based Compensation Award, Tranche Two [Member] | President [Member]
Note 12 - Commitments and Contingencies (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in Shares) | shares												50,000
Employment Agreement [Member] | Share-based Compensation Award, Tranche Three [Member] | President [Member]
Note 12 - Commitments and Contingencies (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in Shares) | shares												50,000
Monthly Sublease Income [Member] | Diamond Bar [Member] | Building [Member]
Note 12 - Commitments and Contingencies (Details) [Line Items]
Sublease Income													$ 6,000

XML

Note 12 - Commitments and Contingencies (Details) - Schedule of Future Minimum Rental Payments for Operating Leases	Mar. 31, 2018 USD ($)
Schedule of Future Minimum Rental Payments for Operating Leases [Abstract]
2019	$ 361,620
2020	15,360
2021	0
2022	0
2023	0
Thereafter	0
Total	$ 376,980

XML

Note 13 - Subsequent Events (Details) - Subsequent Event [Member] - Chief Executive Officer [Member]	May 08, 2018 USD ($)
Note 13 - Subsequent Events (Details) [Line Items]
Employment Agreement, Term	5 years
Employment Agreement, Annual Salary	$ 100,000