Filing Details

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

CUISP: 66979P102

---

 

1. Mr. Liu acquired U.S. citizenship in August, 2011, and changed his name at that time from Qiang Liu to Steven Qiang Liu.

2. In his capacity has holder of 100.0% of the equity interest in St. Joyal, and as direct owner of 845,000 shares.

3. Based on 26,620,003 shares of common stock, par value $0.001, outstanding as of November 8, 2016, as set forth by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2016.

 

 

CUISP: 66979P102

---

 

1. Based on 26,620,003 shares of common stock, par value $0.001, outstanding as of November 8, 2016, as set forth by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2016.

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends and supplements the statement on Schedule 13D filed on July 6, 2011 (the “Initial Statement”), with respect to shares of the common stock, par value $0.001 per share (the “Common Stock”), of Nova Lifestyle, Inc., a Nevada corporation (the “Issuer”). The address of the principal executive offices of the Issuer is: 6565 E. Washington Blvd., Commerce, CA 90040.  Except as otherwise provided herein, each Item of the Initial Statement, as amended, remains unchanged.

 

This Amendment No. 1 is being filed jointly by (i) Steven Liu and (ii) St. Joyal (each a “Reporting Person” and, together, the “Reporting Persons”).

Item 2.  Identity and Background

 

Item 2 of the Initial Statement is hereby amended and restated in its entirety as follows:

Item 3.  Source and Amount of Funds or Other Consideration

Item 3 of the Initial Statement is hereby amended and supplemented as follows:

The information contained in Item 6 of this Amendment No. 1 is incorporated herein by reference.

Item 4.  Purpose of Transaction

Item 4 of the Initial Statement is hereby amended and supplemented as follows:

The information contained in Item 6 of this Amendment No. 1 is incorporated herein by reference.

Item 5.  Interest in Securities of the Issuer

Item 5 of the Initial Statement is hereby amended and restated in its entirety as follows:

(a) All percentages of Common Stock beneficially owned described in this Statement are based on 26,620,003 shares of Common Stock outstanding as of November 8, 2016, as set forth by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2016.

1. Steven Liu, indirectly through his ownership of 100.0% of the equity interest of St. Joyal, and directly, has beneficial ownership of an aggregate of 5,818,903 shares of Common Stock of the Issuer. Steven Liu’s beneficial ownership in the Common Stock represented approximately 21.86% of the outstanding Common Stock that were deemed to be outstanding for purposes of calculating the beneficial ownership of Steven Liu under Section 13(d) of the Act.

 

2. St. Joyal has direct beneficial ownership of an aggregate of 4,973,903 shares of Common Stock of the Issuer. St. Joyal’s beneficial ownership in the Common Stock represented approximately 18.68% of the outstanding Common Stock that were deemed to be outstanding for purposes of calculating the beneficial ownership of St. Joyal under Section 13(d) of the Act.

(b)

1. Steven Liu may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 5,818,903 shares of Common Stock of the Issuer.

 

2. St. Joyal may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 4,973,903 shares of Common Stock of the Issuer.

(c)

Other than as reported herein, each of the Reporting Persons has not effected any transactions in the Common Stock of the Issuer during the past 60 days or since the filing of the Initial Statement.

(d)

To the knowledge of Steven Liu and St. Joyal, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 5,818,903 shares of Common Stock over which Steven Liu and St. Joyal have beneficial ownership.

 

(e)

Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Initial Statement is hereby amended and supplemented as follows:

On December 17, 2014, Steven Liu sold an aggregate of 150,000 shares of the Issuer’s Common Stock in a series of private transactions for a purchase price of $1.50 per share.  On January 15, 2015, Mr. Liu sold 10,000 shares of the Issuer’s Common Stock in a private transaction for a purchase price of $1.50 per share.  On January 28, 2015, Mr. Liu sold an aggregate of 140,000 shares of the Issuer’s Common Stock in a series of private transactions for a purchase price of $1.50 per share.  On February 2, 2015, Mr. Liu sold 17,500 shares of the Issuer’s Common Stock in a private transaction at a purchase price of $1.80 per share.  On November 30, 2016, Mr. Liu purchased 45,000 shares in a private transaction at a purchase price of $4.15 per share.

St. Joyal entered into a Stock Purchase Agreement dated December 28, 2016 (the “Stock Purchase Agreement”), by and between the St. Joyal and Ya Ming Wong, to purchase 4,973,903 shares of the Issuer’s common stock (the “Stock”) from Ya Ming Wong.  Pursuant to the Stock Purchase Agreement, St. Joyal acquired the Stock at a purchase price equal to the average closing price of the Issuer’s Common Stock during the seven trading days preceding Closing Date (as defined therein), or $2.11 per share.  The Stock Purchase Agreement contains customary representations, warranties and covenants by St. Joyal and Ya Ming Wong.  Each of Ya Ming Wong on the one hand, and the St. Joyal on the other hand, agreed to indemnify each other for material inaccuracies, breaches of representations and warranties, and material breaches of the Stock Purchase Agreement.  St. Joyal paid the purchase price using funds provided by its sole shareholder, Steven Liu.

The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified by reference to the full text of the Stock Purchase Agreement, see Exhibit 99.3.

Item 7.  Material to be Filed as Exhibits

Item 7 of the Initial Statement is hereby amended and restated as follows:

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date: December 30, 2016