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[Letterhead of Iveda Solutions, Inc.]

March 6, 2012

United States Securities and Exchange Commission

Terence O’Brien, Accounting Branch Chief

Washington, D.C. 20549

    Re:
    Iveda Solutions, Inc. File No. 0-53285

    April 30, 2011 Form 8-K/A Filed July 15, 2011

    June 30, 2011 Form 10-Q Filed August 15, 2011

    September 30, 2011 Form 10-Q Filed November 14, 2011

Dear Mr. O’Brien:

Iveda Solutions, Inc. (“Iveda” or
the “Company”) hereby provides this letter in response to your comment letter dated January 23, 2012 in connection
with the above-referenced filings. Iveda has also filed amendments to its Forms 10-Q for the quarters ended June 30, 2011 and September
30, 2011 in response to your comments.

Prior Comment 3

Comment 1:

In an 8-K filed January 24,
2011, you announced the Megasys acquisition and stated that “MEGAsys has established relationships with key customers in
Taiwan and neighboring countries including the Taiwan Stock Exchange, Taiwan’s International Airport, Shanghai Commercial
and Savings Bank, Taipei County Police Bureau and Traffic Control, Beijing Capital Airport, Hong Kong HSBC ATM System, China HSBC
Bank (Guangzhou), Malaysia – Prime Minister’s Residence, Hong Kong IBM Asia Headquarters, Regal Hong Kong Hotel, Shanghai
China Bank, and Egypt – Pyramids of Giza.” ASC 805-20-55 -25 contains specific guidance regarding the need to recognize
the fair value of such acquired identified intangibles. However, we understand that only $20,000 out of the $2.1 million preliminary
aggregate intangible allocation was allocated to customer relationships. If the value of acquired customer relationships was estimated
by forecasting the cash flows to be derived from this asset, then it remains unclear why the assigned value is only $20,000. It
would not appear appropriate to value this asset based exclusively on projected maintenance fees with a 33% customer turnover
assumption while ignoring other cash flows expected to be generated from this group of acquired key customers. Given that you
purposefully identified and touted these key customers as a benefit of the merger, investors may reasonably assume that you pursued
the merger expecting this acquired customer base to be a material source of future cash flows. Your July 7, 2011 and January 11,
2012 press releases are consistent with this understanding and clearly indicate that substantial immediate non-maintenance related
cash flows will be generated. Further, the revenue projections in Exhibit 7.A of your valuation report presumably incorporate
assumed future non-maintenance sales from the acquired customer relationships. If you expect that your final purchase price allocation
for this asset will be materially revised, then please provide us with relevant details.

    Securities and Exchange Commission
March 6, 2012
Page 2 of 9

Response:

ASC 805 requires the valuation of acquired intangibles
associated with recurring cash flows from existing customers. In connection with the valuation of the MegaSys assets, Iveda concluded
that only a small component of the revenues derived from the MegaSys customer contracts can be expected to be come from recurring
sources such as maintenance and repairs of existing installations. This recurring or ongoing revenue component has historically
been approximately 5% of overall contract revenues. MegaSys’ business model involves the one-off, contractual installation
of surveillance equipment, and as such MegaSys does expect to realize significant recurring revenue from customers for which installations
are performed. Iveda’s disclosure of the customers for which MegaSys has previously performed installations was intended
to demonstrate and establish credibility in the Taiwanese market for Iveda to market and sell its recurring surveillance services.
However, MegaSys, on its own, does not share the same capabilities or recurring revenue business model, and as such these prior
customer relationships were not assigned significant value in accordance with ASC 805.

The previous customers who received contract
installations services from MegaSys would more appropriately be classified as a customer base, and customer bases are not considered
identifiable intangible assets as they constitute an available market and not an established relationship. As such, while the customer
base could be expected to be a source of future revenues, this expectation is driven by Iveda’s strategy and business model.
As a standalone, MegaSys’s contract installation model does not imply a capability of receiving recurring cash flows from
previous customers.

The previous contractual installation list for
MegaSys represents an entree into the Taiwanese market for Iveda’s service platform. Accordingly, the value to Iveda rests
in MegaSys’ knowledge of this market and previous clients, and not the ability for MegaSys to receive another contract installation.
This knowledge is also at least partially inherent in the employees of MegaSys as opposed to a taught and developed system or “know
how.” Employee knowledge and relationships unrelated to company processes are inseparable from goodwill. Further, the implication
of the value of the customer base would represent a synergy that is classified as goodwill, and not recognizable intangible value.

Iveda’s references to near-term
non-maintenance related cash flows in its press releases are based on revenue expectations from existing contracts. The
$800,000 contract with New Taipei Police Department mentioned in our July 11, 2011 press release was in place as of the
acquisition date and, as such, it was classified as contractual backlog and not an intangible customer relationship.
Valuations for these amounts are included in the forecast on Exhibit 7.A. Consistent with the discussion above, Iveda does
not expect that these contract services will lead to additional recurring services other than maintenance of the
installation, which is reflected in the current customer relationship valuation.

    Securities and Exchange Commission
March 6, 2012
Page 3 of 9

While the forecast for Iveda may include future
sales to MegaSys customers, these sales are expected to be for Iveda’s service offerings, and these expected future sales
would not occur for MegaSys as a stand-alone entity.

Comment 2:

If you do not expect a material
revision in your customer relationship asset allocation, then please quantify for us the portion of each projected revenue amount
in Exhibit 7.A. that you assumed would be generated from the acquired Megasys customer relationships. Provide a detailed explanation
supporting this assumption. File amendments to your June 30, 2011 and September 30, 2011 Forms 10-Q alerting investors that the
key customers touted in your January 24, 2011 Form 8-K are not actually expected to generate any material future revenue and reconcile
that assumption, if possible, with the key customer contract information that you reported in your July 7, 2011 and January 11,
2012 press releases. This MD&A disclosure would be required given that investors (including participants in your post-merger
private placements) may not understand that the key customers you highlighted are not expected to provide a material future benefit
and that the historical Megasys operating results are not expected to be indicative of future operating results. See Section 501.02
of the Financial Reporting Codification.

Response:

Based on the factors discussed in our
response to comment 1, we do not expect a material change in the customer relationship asset allocation. As noted above, our valuation
assigned the majority of the value to revenues to be derived under existing contracts to be performed (backlog) rather recurring
revenues derived from customer relationships. Our assessment concluded that future revenue is unknown because it is based on acquiring
future contracts from prospective new clients. Although Iveda plans to market service offerings under Iveda’s platform to
previous MegaSys contract installation customers, Iveda’s potential future service offerings to previous MegaSys customers
were not included in the forecast in Exhibit 7.A.

We have filed amendments to our June 30, 2011
and September 30, 2011 Forms 10-Q that include disclosure in the MD&A to clarify that the Company does not expect to derive
significant revenues from prior MegaSys customer installations, but that the prior MegaSys customer base helps to establish credibility
for the Company to market its products and services in the Taiwanese marketplace.

    Securities and Exchange Commission
March 6, 2012
Page 4 of 9

Comment 3:

In the Exhibit 2.5 that you filed
on March 30, 2011, the following terms were fully described, highlighted in boldface type, and assigned specific definitions: Megasys
Products; Megasys Proprietary Rights; and Megasys Components. ASC 805-20-55-38 contains specific guidance regarding the need to
recognize the fair value of such acquired identified intangibles. However, it is not clear whether this issue was even addressed
in your valuation report. Your December 29, 2011 letter now suggests that these assets never existed. In order for us to more fully
understand your response, please clarify for us why both the January 7, 2011 and the March 21, 2011 merger contacts were specifically
drafted to incorporate detailed definitions for non-existent technology-based assets. Fully explain how this conclusion is consistent
with the technology and software imbedded in the Megasys Software System as described on the Megasys website. Disclose the absence
of any Megasys Products, Proprietary Rights or Components in amendments to your June 30, 2011 and September 30, 2011 Forms 10-Q.
This MD&A disclosure would be required given that investors (including participants in your post-merger private placements)
may not understand that the acquired technology described in your prior filings does not actually exist. File the MegaSys Disclosure
Schedule that is referenced in the merger contract and reconcile the information therein with your accounting conclusions. Alternatively,
if you now expect that your final purchase price allocation for this asset will be materially revised, then provide us with relevant
details.

Response:

“Megasys Products”, “Megasys
Proprietary Rights” and “Megasys Components” are defined terms that were used in Section 2.8 of the Share Exchange
Agreement covering the representations and warranties that MegaSys provided to Iveda. As is customary with agreements of this nature,
the terms were broadly defined 1) to ensure that MegaSys would be required to disclose to Iveda within the context of the Share
Exchange Agreement any items covered by the definitions, and 2) to provide assurance that MegaSys had full rights to all of the
items covered by the definitions, regardless of whether any such items were disclosed on the MegaSys Disclosure Schedule. This
approach is a standard means of structuring representations and warranties found in acquisition agreements of this nature. The
language is designed to elicit full disclosure by MegaSys and to allocate risk of breach of the representations to the sellers
of the business. Further to your request, Iveda confirms that on February 9, 2012 Iveda filed the MegaSys Disclosure Schedule as
an exhibit to its Form 10-K.

With respect to the items described on MegaSys’s
website, MegaSys does not consider these items to be proprietary technology assets owned by MegaSys.

 · MegaSys Integrated Security Management System – Megasys selects readily available off-the-shelf technology for custom
integration providing specific solutions to customers by offering multiple brands of cameras, multiple methods of storage technology
and multiple means of server and database management. This technology is bundled to offer the customer one integrated system.

    Securities and Exchange Commission
March 6, 2012
Page 5 of 9

 · MegaSys Software Features – MegaSys does not own any proprietary software. MegaSys holds licenses to the required technology
and orders relevant software when necessary. When customization is required, MegaSys works with the vendor to customize as appropriate.

 · MegaSys Integration Components (MegaSys Server) – MegaSys holds licenses to the relevant software and systems, but not
to the individual components. MegaSys purchases applicable components from its vendor.

The Valuation Report considered the scope of
ASC 805 and identified 5 types of identifiable intangible assets: marketing-related, contract-related, customer-related, technology-related
and creative/artistic-related intangible assets.

 · Marketing-related assets include MegaSys’s trademarks and MegaSys’s website, both of which are considered in the
Trademark valuation on Exhibit 5.A.

 · Contract-related assets include leases and employment (both of which were assumed to be at market).

 · Customer-related assets include contractual backlog. Customer relationships were considered to the extent described in our
response to Comment 1.

 · Technology-related assets typically are considered valuable when they are fully developed in-house or highly-customized from
a commercial or other applicable platform. In general, these assets constitute patents, trade secrets, in-process research and
development, and proprietary computer software. Technology assets that arise as a result of purchasing software, technology processes,
or components usually comprises an arms-length transaction between a willing buyer and willing seller that is thus transacted at
fair market value. As described above, MegaSys’s products do not meet the criteria of proprietary, developed, and/or independently-customized
technology but rather a market transaction with vendors.

 · There were no creative/artistic-related assets.

Iveda has amended the MD&A sections of the
June 30, 2011 and September 30, 2011 Forms 10-Q to clarify that MegaSys does not own any proprietary technology or intellectual
property other than its trademarks.

    Securities and Exchange Commission
March 6, 2012
Page 6 of 9

Comment 4:

We understand that $1.6 million
of purchase price was allocated to the 2 million shares of contingent consideration presumably based on an expectation that all
of the corresponding financial milestones will be satisfied. If you assume that Megasys will collect at least $1.3 million in
net revenue related to the SafeCity project, then the fair value of the underlying customer relationship, contract, and/or technology-based
asset must be recognized pursuant to ASC 805-20-55. Please provide us with your expected valuation of this asset. Also, identify
the costs that are deducted in calculating “net revenue” as it applies to the application of that contractual provision.

Response:

This asset has been recognized pursuant to
ASC 805. The SafeCity project is the primary component of MegaSys’s contractual backlog, for which a valuation was
performed. As such, it is both included in the forecast and the valuation of intangible assets via a contractual backlog
analysis. In order to achieve the milestone of collecting at least $1.3 million in net revenue related to the SafeCity
project, MegaSys will need to secure new contracts in addtion to the $800,000 already included in the backlog analysis.
The value of the contingent consideration at September 30, 2011 was $1,635,780.

For purposes of the Side Letter to the Share
Exchange Agreement, “net revenue” means gross revenue less any applicable discount.

Comment 5:

Please tell us whether any audit
procedures have been applied to the July 14, 2011 valuation report. If so, then please tell us which audit firm audited the valuation
report. In this regard, we note the guidance in AU Section 328 of the Codification of Auditing Standards.

Response:

The audit procedures related to the July 14,
2011 valuation report are being conducted during the field work on the 2011 ye