SecProbe.io

CORRESP
1
filename1.htm

    Unassociated Document

    August
13, 2009

    VIA
EDGAR

    Pamela A.
Long, Assistant Director

    Division
of Corporation Finance

    Office of
Manufacturing and Construction

    U.S.
Securities and Exchange Commission

    Washington,
D.C. 20549-4631

              Re:

              Charmed
      Homes Inc.

    Pre-Effective Amendment 2 to
Registration Statement on Form S-4

    Filed August 5, 2009

    File No.
333-159272

    Dear Ms.
Long:

    This
letter has been prepared in response to your request for Charmed Homes Inc.
("Charmed" or the "Company") to respond to the comments of the United States
Securities and Exchange Commission (the "SEC" or the "Commission") as
memorialized in your August 12, 2009 letter to the undersigned (the "Comment
Letter") concerning the above-referenced Registration Statement on Form S-4 (the
"Registration Statement."), which was filed by Charmed as a result of its
proposed merger with IntelaSight, Inc. ("Iveda").

    On
Friday, August 14, 2009, the Company will file its 424B prospectus for the
Registration Statement, which was declared effective by your office on August
12, 2009.

    General

              COMMENT
      1:

              Refer
      to prior comment 1. Also file Annex D. We note the disclosure on page 39
      that the amendment to Charmed's articles of incorporation is attached as
      Annex D.

              RESPONSE:

              All
      four annexes will be filed with the prospectus to be filed on August 14,
      2009.

    Application of Critical
Accounting Policies, page 68

              COMMENT
      2:

              We
      have read your response to prior comment 6. You state that in future
      filings you will explain the nature of the leased assets and expand
      disclosure of your impairment considerations. However, this disclosure
      should have been provided in your amended Form S-4 filed on August 5,
      2009.  In your next amended filing, please explain the nature of
      the leased assets and expand disclosure of your impairment
      considerations.

              RESPONSE:

              As
      discussed by phone with the accounting examiners, we will provide the
      requested expanded disclosure of the nature of the leased assets and
      impairment considerations in future
filings.

    Note I — Summary of
Significant Accounting Policies, page F-8

    Cash and Cash Equivalents,
page F-9

              COMMENT
      3:

              We
      have read your response to prior comment 6. Please amend your cash policy
      disclosure to state, if true, that you classify cash equivalents with a
      maturity date of three months or less as cash. Furthermore, you state that
      in future filings and financial statements you will disclose that debt
      instruments (rather than all
      instruments) with original maturity dates of three months or less will be
      reported as cash equivalents. Please advise or
  revise.

              RESPONSE:

              In
      future filings, we intend to state that we consider all instruments with
      original maturity dates of three months or less to be cash
      equivalents.  In addition, we have classified certain risk-free
      CDs that Iveda no longer holds as cash rather than cash equivalents – in
      the event that we in the future have comparable instruments we will
      provide disclosure of our classification of these
    instruments.

    In
connection with our response to your inquiry, both Charmed and Iveda acknowledge
that:

              •

              Charmed
      and Iveda are responsible for the adequacy and accuracy of the disclosure
      in the filing;

              •

              staff
      comments or changes to disclosure in response to staff comments in the
      filing reviewed by the staff do not foreclose the Commission from taking
      any action with respect to the filing;
and

              •

              Charmed
      and Iveda may not assert staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    Should
you have any questions concerning this Response Letter, please contact Ian Quinn
at (403) 831-2202 and David Ly at (480) 307-8708.

              Very
      truly yours,

              /s/ Ian Quinn

              Ian
      Quinn

              CEO,
      Charmed Homes Inc.

              /s/ David Ly

              David
      Ly

              CEO,
      IntelaSight, Inc.

              CC:

              Stephen
      R. Boatwright, Esq.

    (via fax
– 602-248-2822)

    Conrad C.
Lysiak, Esq.

    (via fax –
509-747-1770)