SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

June 4, 2009

 By facsimile to (602) 248-1770 and U.S. Mail

  Mr. Ian Quinn Chairman, Chief Executive Officer, and Chief Financial Officer Charmed Homes Inc. 60 Mount Kidd Point, S.E. Calgary, Alberta T2Z 3C5, Canada  Mr. David Ly President and Chief Executive Officer IntelaSight, Inc., doing business as Iveda Solutions 1201 South Alma School Road, Suite 4450 Mesa, AZ 85210  Re: Charmed Homes Inc.  Registration Statement on Form S-4  Filed May 15, 2009
File No. 333-159272 Annual Report on Form 10-K for the fiscal year ended January 31, 2009 Filed April 30, 2009 File No. 0-53285

Dear Messrs. Quinn and Ly:

We have reviewed your filings and have the following comments.  Where indicated, we
think that you should revise the documents in response to these comments.  If you disagree, we will consider your explanation why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review is to assist you in your compliance with
the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We welcome any questions that you may

Mr. Ian Quinn
Mr. David Ly June 4, 2009 Page 2
 have about comments or any other aspect of our review.  You may call us at the telephone numbers listed at the end of this letter.
S-4

 General

 1. The number of shares that you are registering appears to omit shares underlying options and warrants that you are registering.  If the options and warrants will be exercisable within one year, we consider the shares underlying them to be offered concurrently, and they should also be registered at this time.  If this is the case, please amend your registration statement accordingly.
  2. Please note that your letter to shareholders must also serve as an outside front cover page of the information statement/prospectus.  Ther efore, please ensure that you include all of
the information required by Item 501(b) of Regulation S-K, including the total number of shares of common stock Charmed is offering in the merger.  See
 Item 1 of Form S-4.  We
also note that the subject to completion legend required by Item 501(b)(10) currently appears on the facing page of the registration statement.  This should instead appear on the cover page of the information statement/prospectus.
 3. Please revise to disclose the fiscal year of the surviving entity after the merger.
 Additional Information, page 1

 4. Move this section to the inside front cover page as required by Item 2 of Form S-4.

Q:  What are the material federal income tax consequences of the Merger to me? (see page 35),
page 4

5. We note the “It is expected” language in the first sentence and the “Assuming the Merger so qualifies” language in the second sentence.  Revise, here and elsewhere in your document where similar disclosure appears, to remove any uncertainty about the federal income tax consequences of the merger.

The Merger and the Merger Agreement (see page 29), page 5

6. Revise the second paragraph’s last sentence to indicate that Charmed also has obtained
the approval of its shareholders for its name change to Iveda Corporation.

Mr. Ian Quinn
Mr. David Ly June 4, 2009 Page 3
 Pro forma Financial Data, page 11

 7. You state that your pro forma income statement for the year ended January 31, 2009 gives effect to the merger as if it occurred at January 31, 2009.  Please tell us what consideration was given to presenting the pro forma income statement as if the merger occurred at the beginning of the fiscal year presented.  Refer to Article 11 of Regulation S-X.
 Comparative historical and pro forma per share data, page 14

 8. We note your comparative historical and pro forma per share data table on page 14.  Please revise to clearly present historical and pro forma per share data for Iveda and to include historical and equivalent pro forma per share data of Charmed pursuant to Item
14(b)(10) of Schedule 14A.

Security Ownership Pre- and Post-Merger, page 15

 9. It is not clear what ownership this table de picts pre- and post- merger.  For example, you
should clarify, if true, that the post-merger amounts and percentages depict the
shareholdings in Charmed of the Charmed and former Iveda shareholders.  In footnote (2), please clarify that you are referring to common stock, options, and warrants of Iveda that are outstanding prior to the merger and common stock, options, and warrants of Charmed that will be outstanding after the merger.  In footnotes (3) and (4), please clarify that you are referring to shares of Charmed common stock.
 10. Your footnote 3 to your table on page 15 indicates that you have outstanding shares of common stock for Charmed (post reverse stock split) of 6,690.000.  We note from your financial statements that as of January 31, 2009, Charmed Homes had 6,690,000 million common shares outstanding and post reverse stock split the common shares outstanding would be 3,345,000 million (prior to the sale of 5,000,000 shares).  Please revise your filing to correct your footnote 3 for Charmed.
 Stock Price and Dividend Information, page 16

 11. In the second paragraph, update the closing price per share of Charmed common stock on the OTC Bulletin Board as of the most recent date practicable.

Iveda Depends on Third Party Manufacturers and Suppliers for the Products It Sells, page 21;
Iveda Operates in a Highly-competitive Industry and Its Failure to Compete Effectively May
Adversely Affect Its Ability to Generate Revenue, page 21; Strategic Partnerships, page 62

Mr. Ian Quinn
Mr. David Ly June 4, 2009 Page 4
  12. We note that disclosures in these sections refer to “relationships” and “partnerships” that you have with manufacturers, suppliers, and other third parties.  Please clarify whether Iveda has any agreements with regard to these relationships and partnerships, including, but not limited to:

• Any third party manufacturer and supplier.

• Any supplier relating to a development partnership relationship.

If Iveda has any such agreement, advise whether the agreement is material and what consideration you have given to filing the agreement as an exhibit to the registration statement.  See
 Item 601(b)(10) of Regulation S-K.

Post-Merger Reporting Obligations as a Public Company Will Be Costly, page 26

13. We note the statement “The post-Merger company may not reach sufficient size to justify its public reporting status.”  Disclose whether you have any intent or plan for taking the post-merger company private.
 The Merger, page 28

 14. Please state that you are incorporating the merger agreement by reference in the prospectus as required by Item 4(c) of Form S-4.  We note that you have attached it as an annex.

Background and Reasons for the Offer and Subsequent Merger, page 28

15. Please add disclosure to elaborate on how the parties reached agreement as to the terms of the merger, including, but not limited to, the merger consideration to be given to the Iveda shareholders.

16. Refer to comment 13 in our March 19, 2009 letter.  The list of factors on page 29 does
not inform investors of how each item impacted the decisions of the boards of directors of Charmed and Iveda to approve the merger transaction.  Revise the disclosure to discuss each of the factors in reasonable detail so that investors may understand why the boards of directors of Charmed and Iveda thought that each factor supported or detracted from the advisability of the merger transaction.  For example:

Mr. Ian Quinn
Mr. David Ly June 4, 2009 Page 5
 • In the first bullet point, describe and explain the strategic benefits of the merger.  Explain what the combined company will look like going forward.  To the extent practicable, include quantitative data on the known or anticipated benefits of the merger if the boards considered such data.

• In the second bullet point, explain how the various components of information informed the boards’ determination and approval.

• In the third and seventh bullet points, include a meaningful discussion and analysis of management’s view of the financial condition, results of operations, and businesses of Charmed and Iveda before and after giving effect to the merger and management’s view of the prospects of Charmed and Iveda with and without the merger.

• In the fourth bullet point, provide the quantitative data on the historical market prices of Charmed’s common stock that the boards considered.

• In the fifth bullet point, elaborate on how the boards analyzed the relationship between the pre-merger and projected post-merger value of Charmed’s common stock and the consideration to be paid to shareholders of Charmed in the merger.  Disclose any items that were material to their analysis and the assumptions underlying any post-merger value that they considered.

• In the eighth bullet point, describe and explain any strategic alternatives available other than the potential to enter into strategic relationships and alliances with third parties.  Explain how each of any strategic alternatives available informed the boards’ determination and approval.  Further, indicate whether and how the potential to enter into strategic relationships and alliances with third parties was explored and, if not, explain why.

• In the ninth bullet point, describe the boards’ assessment of market demands and future customer requirements and the associated development resources needed to satisfy these requirements.  To the extent practicable, include quantitative data on the known or anticipated development resources needed.

• In the tenth bullet point, describe and explain the effects of the merger on Iveda’s customers, suppliers, and employees.  If there are positive and negative effects, describe and explain both positive and negative effects.

Mr. Ian Quinn
Mr. David Ly June 4, 2009 Page 6
 • In the eleventh bullet point, quantify the known or estimated expenses associated with operating a public, reporting company.

• In the fourteenth bullet point, explain the effects of the unavailability of private equity and venture capital financing on the companies.  Since Iveda believes that potential benefits of the merger include anticipated broker support of the surviving company and the potential for more favorable long term debt financing, expand the disclosure to provide sufficient support for these beliefs.
 17. Refer to prior comment 14.  You do not indicate with sufficient clarity the potentially negative factors considered by the boards.  We note that you added the eleventh and twelfth bullet points.  Please revise.

Summary of Principal Conditions to Completing the Merger, page 32

18. We note that Charmed must have no assets or liabilities as of the closing.  Please describe what steps Charmed intends to take to dispose of its assets (cash) and liabilities prior to closing.

19. Please clarify whether all or any of the listed conditions are waivable by either board and
whether it is likely that any unmet condition would be waived.  In this regard, we note disclosure on page 36 suggesting that if more than 1% of Iveda shareholders dissent, it is within the board’s discretion to cancel the merger.  Please also clarify which board has discretion to waive any condition, such as the 1% dissenter condition.

Directors and Executive Officers of Charmed Following the Merger, page 33

20. Refer to comment 15 in our March 19, 2009 letter.  Disclose the value of the shares of common stock, options, and warrants to be received in the merger transaction by each director and executive officer and the amount of cash payments to be received by each of Mr. David Ly, Mr. Robert Brilon, and Ms. Luz Berg under the new employment agreements.  See
 Item 5 of Schedule 14A.  See also Item 18(a)(5)(i) of Form S-4.
Further, include this information in a discrete section with an appropriate caption or heading.

Federal Income Tax Consequences, page 34

21. The United States federal income tax consequences of the merger must be covered by an opinion of counsel and related consent that are filed as exhibits to the registration statement.  See
 Item 601(b)(8) of Regulation S-K and Rule 436 of Regulation C under

Mr. Ian Quinn
Mr. David Ly June 4, 2009 Page 7
 the Securities Act.  Allow us sufficient time to review the tax opinion before requesting acceleration of the registration statement’s effectiveness.

22.  If counsel elects to file a short form tax opinion, the opinion and the information
statement/prospectus both must state clearly that the discussion in the information statement/prospectus constitutes counsel’s opinion.  The disclosure in the information statement/prospectus and the opinion should not state merely that the discussion in the information statement/prospectus is a fair and accurate summary of the United States federal income tax consequences.

The Merger Agreement – Investor Disclaimer, page 36

23. Notwithstanding the disclaimers relating to the representations and warranties contained in the merger agreement, the merger agreement and the representations and warranties made therein constitute disclosure to investors for which Charmed and Iveda are responsible under the federal securities laws.  Please revise to remove the implication that this is not the case.  For example, your statement that investors “should not rely” on this information, or that investors “are not third-party beneficiaries” under the merger agreement.  In addition, please note that you must consider whether additional specific disclosures in the information statement/prospectus is required to put into context information about the representations and warranties so that the information in the information statement/prospectus is not misleading.  Please confirm your understanding.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
46
 24. We note the reference to a public offering in the fourth paragraph and the statement in the fifth paragraph that the amount raised from the public offering will last a year.  Since disclosure on page F-33 and elsewhere indicates that the public offering occurred over a year ago (in July 2007), please update the disclosure to the date of the most recent financial statements included in the information statement/prospectus.
 25. Please also revise the final paragraph before “Operations to Date” to clarify, if true, that you have already suspended operations.

Limited Operating History; Need for Additional Capital, page 48

26. You state that you are in the start-up stage of operations and have not generated any revenues; however, under your results of operations from inception on June 27, 2006 to

Mr. Ian Quinn
Mr. David Ly June 4, 2009 Page 8
 January 31, 2009 you state that you sold your first house.  Please revise your filing to clarify.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
66
 27. The discussion does not include the information given to us in response to prior comment 7:

• Funding for Iveda was severely curtailed in 2009.

• Iveda has implemented budget cuts across the board effective February 1, 2009.

• Iveda has fewer customers than originally anticipated.

Please revise to include this information in the information statement/prospectus.
 Application of Critical Accounting Policies, page 66

 28. We note your disclosure of your critical accounting policies.  Please revise your filing to expand your discussion of critical accounting policies to analyze to the extent material for each critical estimate identified such factors as how