Form SC 13G - Statement of Beneficial Ownership by Certain Investors
30 Août 2024 - 11:11PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Nova
lifestyle inc.
(Name
of Issuer)
Common
Stock, $0.001 par value
(Title
of Class of Securities)
66979P300
(CUSIP
Number)
August
7, 2024
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| |
☐ |
Rule
13d-1(b) |
| |
|
|
| |
☒ |
Rule
13d-1(c) |
| |
|
|
| |
☐ |
Rule
13d-1(d) |
| * |
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 the disclosures provided in a prior
cover page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| 1 |
Name
of Reporting Person |
VT
Conceptone Sdn Bhd |
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☐ |
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or place of organization |
Malaysia |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
5 |
Sole
Voting Power |
460,000 |
| 6 |
Shared
Voting Power |
0 |
| 7 |
Sole
Dispositive Power |
460,000 |
| 8 |
Shared
Dispositive Power
|
| 0 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
| 460,000 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
|
| ☐ |
| 11 |
Percent
of Class Represented by Amount in Row (9)
|
| 14.9%
(1) |
| 12 |
Type
of Reporting Person
|
| CO |
| (1) |
Based
on a total of 3,084,735 shares of Common Stock outstanding as of August 12, 2024, as reported by the Issuer in its Form 10-Q filed
with SEC on August 14, 2024. |
| 1 |
Name
of Reporting Person
|
| Tia
Venus |
| 2 |
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b) ☐ |
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or place of organization
|
| Malaysia |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
5 |
Sole
Voting Power
|
| 460,000(2) |
| 6 |
Shared
Voting Power
|
| 0 |
| 7 |
Sole
Dispositive Power
|
| 460,000(2) |
| 8 |
Shared
Dispositive Power
|
| 0 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
| 460,000(2) |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
|
| ☐ |
| 11 |
Percent
of Class Represented by Amount in Row (9)
|
| 14.9%
(3) |
| 12 |
Type
of Reporting Person
|
| IN |
| (2) |
In
his capacity as the sole shareholder and director of VT Conceptone Sdn Bhd. |
| (3) |
Based
on a total of 3,084,735 shares of Common Stock outstanding as of August 12, 2024, as reported by the Issuer in its Form 10-Q filed
with SEC on August 14, 2024. |
| Item
1(a). |
Name
of Issuer: |
| |
|
| |
Nova
LifeStyle Inc. (the “Issuer”) |
| Item
1(b). |
Address
of Issuer’s Principal Executive Offices: |
6565
E. Washington Blvd., Commerce, CA, 90040
| Item
2(a). |
Name
of Person Filings: |
VT
Conceptone Sdn Bhd.
Tia
Venus
| Item
2(b). |
Address
of Principal Business Office, or, if none, Residence:
|
| |
VT
Conceptone Sdn Bhd. |
| |
Address:
A-07-3A Ekocheras, No. 693, Batu 5, Jalan Cheras, 56000 Kuala Lumpur, Malaysia
Tia
Venus
Address:
158, Lorong Datin Habibah, Off Jalan Abdul Rahman, 84000 Muar, Johor, Malaysia
|
| Item
2(c). |
Citizenship: |
| |
|
| |
VT
Conceptone Sdn Bhd: Malaysia
Tia
Venus: Malaysia
|
| Item
2(d). |
Title
of Class of Securities: |
| |
|
| |
Common
Stock, $0.001 par value. |
| Item
2(e). |
CUSIP
No.: |
| |
|
| |
66979P300
|
| Item
3. |
If
this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d -2(b) or (c), check whether the persons filing is a: |
| |
|
| |
Not
applicable |
| Item
4. |
Ownership: |
| |
|
| |
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item
1. |
| | |
Amount
beneficially
owned | | |
Percent of
class (1) | | |
Sole power to
vote or direct
the vote | | |
Shared power
to vote or to
direct the vote | | |
Sole power to dispose or to
direct the
disposition of | | |
Shared power
to dispose or
to direct the
disposition of | |
| VT Conceptone Sdn Bhd. | |
| 460,000 | | |
| 14.9 | % | |
| 460,000 | | |
| 0 | | |
| 460,000 | | |
| 0 | |
| Tia Venus (2) | |
| 460,000 | | |
| 14.9 | % | |
| 460,000 | | |
| 0 | | |
| 460,000 | | |
| 0 | |
| (1) |
Based
on a total of 3,084,735 shares of Common Stock outstanding as of August 12, 2024, as reported by the Issuer in its Form 10-Q filed
with SEC on August 14, 2024. |
| (2) |
In
his capacity as the sole shareholder and director of VT Conceptone Sdn Bhd. |
| Item
5. |
Ownership
of Five Percent or Less of a Class: |
| |
|
| |
Not
applicable |
| |
|
| Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person: |
| |
|
| |
Not
applicable |
| |
|
| Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
| |
|
| |
Not
applicable |
| |
|
| Item
8. |
Identification
and Classification of Members of the Group: |
| |
|
| |
Not
applicable |
| |
|
| Item
9. |
Notice
of Dissolution of Group: |
| |
|
| |
Not
applicable |
| |
|
| Item
10. |
Certifications: |
| |
|
| |
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities
solely in connection with a nomination under § 240.14a–11. |
LIST
OF EXHIBITS
SIGNATURE
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.
Dated:
August 30, 2024
| |
VT Conceptone Sdn Bhd |
| |
|
|
| |
By: |
/s/
Tia Venus |
| |
Name:
|
Tia
Venus |
| |
Title: |
Director |
| |
|
|
| |
Tia Venus |
| |
|
|
| |
By: |
/s/
Tia Venus |
| |
Name:
|
Tia
Venus |
Exhibit
99.1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the
joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to shares of common stock, par value of $0.001 per share,
of Nova LifeStyle Inc, a Nevada company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may
be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of August 30, 2024.
| |
VT
Conceptone Sdn Bhd |
| |
|
|
| |
By: |
/s/
Tia Venus |
| |
Name:
|
Tia
Venus |
| |
Title: |
Director |
| |
|
|
| |
Tia
Venus |
| |
|
|
| |
By: |
/s/
Tia Venus |
| |
Name:
|
Tia
Venus |
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