SecProbe.io

April 9, 2015

David Ly
Chief Executive Officer
Iveda Solutions, Inc.
1201 South Alma School Road, Suite 8500
Mesa, Arizona 85210

Re:  Iveda Solutions, Inc.
Registration Statement on Form S -1
Filed March 16, 2015
File No. 333-202787

Dear Mr. Ly :

We have limited our review of your registration statement to th e issues  we have
addressed in our comments .

Please respond to this letter by amending your registration statement and providing the
requested information.  Where  you do not believe our comments apply  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration stat ement and the information y ou
provide in response to these comments , we may have additional comments.

General
1. We note that you are registering the offer and resale of 17,949,841 shares of common
stock to be issued upon conversion of outstanding p referre d stock and warrants.  Non-
affiliates of the company appear to hold 11,735,205 shares of your common stock.   Based
on the number of shares being registered relative to the number of shares of common
stock held by non -affiliates  it appears that the purporte d secondary offering by these
persons  may be  a primary offering under Rule 415(a)(1)(x) of the Securities Act and that
they are distributing the secur ities on the company´s behalf.  As such, please revise to
clearly identify these persons  as underwriters i n the prospectus.  In addition, since you are
not eligible to rely on Rule 415(a)(1)(x) of Regulation C, the offering by the underwriters
must be conducted at a fixed price for the duration of the offering.  See Rule 415(a)(4).
Please revise accordingly.  Alternatively, provide a detailed analysis as to why the
offering of these shareholders’ shares should not be characterized as a primary offering

David Ly
Iveda Solutions, Inc.
April 9, 2015
Page 2

 with them acting as underwriters.  Refer to Securities Act Rules Compliance and
Disclosure Interpretation 612 .09, available on our website.
2. It appears that you are registering more shares of common stock than are issuable under
the terms of the overlaying convertible securities.   As you know the Division has issued
guidance regarding accommodations for companies that attempt to register for resale
shares of common stock prior to conversion of the overlaying securities.  Refer to
Question 139.10 and 139.11 of our Securities Act Sec tions Complianc e and Disclosure
Interpretations.  Please provide us with your  analysis as to whether registering more
shares than can currently be issued under the terms of the convertible securities is
permissible under the Securities Act and the rules pr omulgated thereunder.

Selling Stockholders, page 47
3. You have not identified the selling stockholders in this offering or provided the
corresponding information regarding their existing ownership and amounts proposed to
be sold in this offering.  Please revise to ensure the table is complete in this regard.

Plan of Distribution, page 48
4. You state that you are registering the shares of common stock issuable upon conversion
of the Series B Preferred Stock and upon exercise of warrants.  Revise to ensure th at you
also disclose that you are registering shares of common stock issuable upon conversion of
the Series A Preferred Stock.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fi ling includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and ade quacy of the disclosures they have made.

 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

• should t he Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to dele gated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

David Ly
Iveda Solutions, Inc.
April 9, 2015
Page 3

 • the company may not assert staff comments and the declaration of effectiven ess as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

 Please refer to Rule 461  regarding requests for acceleration.  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities und er the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the re quested effective date of the
registration statement.

 Please contact Ivan Griswold, Attorney -Advisor, at (202) 551 -3853 or, in h is absence, me
at (202) 551 -3456  with any other questions.  If you need further assistance, you may contact
Barbara C. Ja cobs, Assistant Director, at (202) 551 -3730.

Sincerely,

/s/ Matthew Crispino

        Matthew Crispino
        Staff Attorney

cc:  Quinn P. Williams, Esq.
Greenberg Traurig, LLP