Item
4.01 Changes in Registrant’s Certifying Accountant.
(a)
On October 7, 2022, Nova LifeStyle, Inc. (the “Company”) dismissed its independent accountant, Centurion ZD CPA & Co.
(“CZD”), an independent audit firm headquartered in Hong Kong. The Company’s decision was prompted by the identification
of the Company pursuant to the Holding Foreign Companies Accountable Act (HFCA), which was enacted on December 18, 2020, as a company
whose independent auditor is not able to be inspected or investigated completely by the Public Company Accounting Oversight Board (“PCAOB”).
Pursuant to the HCFA, trading in securities of any registrant on a national securities exchange or in the over-the-counter trading market
in the United States may be prohibited if the PCAOB determines that it cannot inspect or fully investigate the registrant’s auditor
for three consecutive years beginning in 2021, and, as a result, an exchange may determine thereafter to delist the securities of such
registrant. On December 16, 2021, PCAOB issued its determination (the “Determination”) that it is unable to inspect or investigate
completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong; and CZD, which is headquartered
in Hong Kong, was included in the PCAOB Determination. Following the Determination, on May 13, 2022, the Company was conclusively identified
by the Securities and Exchange Commission as a company the securities of which are trading on a national securities exchange or in the
over-the-counter trading market in the United States and that retained a registered public accounting firm to issue an audit report where
the firm has a branch or office that: (1) is located in a foreign jurisdiction, and (2) the PCAOB it is unable to inspect or investigate
completely because of a position taken by an authority in the foreign jurisdiction.
The
reports of the independent registered public accounting firm of CZD regarding the Company’s financial statements for the fiscal
years ended December 31, 2021 and 2020 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope, or accounting principles.
During
the years ended December 31, 2021 and 2020, and during the subsequent interim period from the end of the most recently completed fiscal
year through October 6, 2022, the date of dismissal, there were no “disagreements” (as described in Item 304(a)(1)(iv) of
Regulation S-K) with CZD on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures,
which disagreement(s), if not resolved to the satisfaction of CZD would have caused it to make reference to such disagreement in its
reports for such periods. Furthermore, no “reportable events” occurred during the years ended December 31, 2021 and 2020,
or subsequently up to October 6, 2022. As used herein, the term “reportable event” means any of the items listed in paragraphs
(a)(1)(v) of Item 304 of Regulation S-K.
The
Company provided CZD with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission and
requested that CZD furnish the Company with a letter addressed to the Securities and Exchange Commission (the “SEC”) stating
whether it agrees with the above statements and, if it does not agree, stating the respects in which it does not agree. A copy of the
letter of CZD to the SEC, dated October 11, 2022, is attached as Exhibit 16.1 hereto and incorporated by reference herein.
(b)
On October 6, 2022, the Audit Committee of the Board of Directors of the Company and the Board of Directors of the Company, resolved
to, and did, cause the Company to engage WWC, P.C. (“WWC”) as the Company’s independent auditor for the fiscal year
ending December 31, 2022. WWC is located in the United States and has not been identified by the PCAOB as a firm that the PCAOB is unable
to fully inspect and investigate.
During
the two most recent fiscal years ended December 31, 2021 and 2020 and through the date the Company selected WWC as its independent registered
public accounting firm, neither the Company nor anyone on behalf of the Company consulted WWC regarding any accounting or auditing issues
involving the Company, including (i) the application of accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any matter that was the subject
of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K of the Securities Exchange Act of 1934, as amended,
and the related instructions to Item 304 of Regulation S-K) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation
S-K).