SecProbe.io

CORRESP
 1
 filename1.htm

 February
5, 2026

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 Washington,
DC 20549

 Re:
 Iveda
 Solutions, Inc.

 Registration
 Statement on Form S-1 (Registration No. 333-293126), as amended –
 Concurrence
 in Acceleration Request

 Ladies
and Gentlemen:

 H.C.
Wainwright & Co., LLC (" Wainwright "), solely acting as placement agent on a best efforts basis in an offering
pursuant to the registration statement on Form S-1 (333-293126) (the " Registration Statement "), hereby concurs in
the request by Iveda Solutions, Inc. that the effective date of the above-referenced registration statement be accelerated to 5:15 p.m.
(Eastern Time), or as soon as practicable thereafter, on February 9, 2026, pursuant to Rule 461 under the Securities Act of 1933, as
amended (the " Securities Act "). Wainwright affirms that it is aware of its obligations under the Securities Act as
they pertain to the best efforts offering pursuant to the Registration Statement.

 Very truly yours,

 H.C. WAINWRIGHT & CO., LLC

 By:
 /s/
 Edward Silvera

 Name:
 Edward
 Silvera

 Title:
 Co-Chief
 Executive Officer

 430
Park Avenue | New York, NY 10022 | 212.356.0500 | www.hcwco.com

 Member:
FINRA/SIPC

CORRESP
 1
 filename1.htm

 February
5, 2026

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Iveda
 Solutions, Inc.

 Registration
 Statement on Form S-1

 Filed
 February 2, 2026, as amended

 File
 No. 333-293126

 AMENDED
REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Requested
Date: Monday, February 9, 2026

 Requested
Time: 5:15 p.m., Eastern Time

 Ladies
and Gentlemen,

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Iveda
Solutions, Inc. (the "Company"), hereby requests acceleration of effectiveness of the above referenced Registration Statement
on Form S-1 (File Number 333-293126), as amended so that it will become effective at 5:15 p.m., Eastern Time, on Monday, February 9, 2026,
or as soon as practicable thereafter. The Company had previously requested effectiveness for 4:00 p.m. on such date but is now requesting
5:15 p.m.

 Please
contact our counsel, Peter Campitiello, Esq. of Lucosky Brookman LLP at (732) 395-4517 with any questions you may have regarding this
request. In addition, the Company requests that you kindly notify Mr. Campitiello by telephone when this request for acceleration has
been granted

 Very
 truly yours,

 /s/
 Robert J. Brilon

 Robert
 J. Brilon

 Chief
 Financial Officer

CORRESP
 1
 filename1.htm

 February
5, 2026

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Iveda
 Solutions, Inc.

 Registration
 Statement on Form S-1

 Filed
 February 2, 2026, as amended

 File
 No. 333-293126

 REQUEST
FOR ACCELERATION OF EFFECTIVENESS

 Requested
Date: Monday, February 9, 2026

 Requested
Time: 4:00 p.m., Eastern Time

 Ladies
and Gentlemen,

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Iveda Solutions, Inc. (the "Company"), hereby requests acceleration
of effectiveness of the above referenced Registration Statement on Form S-1 (File Number 333-293126), as amended so that it will become
effective at 4:00 p.m., Eastern Time, on Monday, February 9, 2026, or as soon as practicable thereafter.

 Please
contact our counsel, Peter Campitiello, Esq. of Lucosky Brookman LLP at (732) 395-4517 with any questions you may have regarding this
request. In addition, the Company requests that you kindly notify Mr. Campitiello by telephone when this request for acceleration has
been granted

 Very
 truly yours,

 /s/
 Robert J. Brilon

 Robert
 J. Brilon

 Chief
 Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 26, 2026

David Ly
Chief Executive Officer
Iveda Solutions, Inc.
1744 S. Val Vista
Suite 213
Mesa, Arizona 85204

 Re: Iveda Solutions, Inc.
 Draft Registration Statement on Form S-1
 Submitted January 23, 2026
 CIK No. 0001397183
Dear David Ly:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the
company and its management are responsible for the accuracy and adequacy of
their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Please contact Jan Woo at 202-551-3453 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Peter Campitiello
</TEXT>
</DOCUMENT>

October 2, 2024
David Ly
Chief Executive Officer
Iveda Solutions, Inc.
744 S Val Vista, Suite 213
Mesa, AZ
Re:Iveda Solutions, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed September 19, 2024
File No. 001-41345
Dear David Ly:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Peter Campitiello

CORRESP
1
filename1.htm

VIA
EDGAR

September
27, 2024

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
D.C. 20549

    Attn:
    Laura
    Pierce

    Janet
    Woo

    Re:
    Iveda
    Solutions, Inc.

    Preliminary
    Proxy Statement on Schedule 14A

    Filed
    September 19, 2024

    File
    No. 001-41345

To
Whom It May Concern:

Iveda
Solutions, Inc.. (the “Company” or “we”) hereby transmits its response to the comment letter received from the
staff (the “Staff”) of the U.S. Securities and Exchange Commission, dated September 25, 2024 regarding the Company’s
Preliminary Proxy Statement filed on September 19, 2024 (the “Preliminary Proxy”). For the Staff’s convenience, we
have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response.

Preliminary
Proxy Statement on Schedule 14A filed September 19, 2024

Proposal 4, page 21

    1.
    We
    note your disclosure that the purpose of increasing the number of authorized shares of your capital stock is to give you greater
    flexibility for “future general corporate needs.” We also note that the security issuance contemplated in Proposal 5
    would not be possible without increasing the number of authorized shares. Please revise to disclose whether this proposal is being
    put forth in order to facilitate the issuance of securities pursuant to the Securities Purchase Agreement.

There
is no requirement in the Securities Purchase Agreement or any of the other transaction documents for the Company to increase the number
of authorized shares. As a result of the Company’s recent reverse stock split, in which it reduced its corresponding number of
authorized shares of common stock, the Company is seeking approval to increase the number of authorized shares for future issuances.
The Company currently has enough authorized shares to complete the issuance of all securities in the transaction and as set forth in
Proposal 5. Specifically, as of the date hereof, the Company’s current available shares of common stock is as follows:

    Shares of
    Common Stock

    Authorized
    4,687,500

    Outstanding
    2,258,737

    Outstanding Options
    146,156

    Outstanding Warrants Prior to Transaction
    585,197

    Pre-funded Warrants
    400,000

    Series A Warrants
    625,000

    Series B Warrants
    625,000

    Underwriter Warrants
    46,875

    Shares Available
    535

U.S.
Securities & Exchange Commission

September
27, 2024

Page
2

General

    2.
    Your
    disclosure on the cover regarding the securities to be issued in Proposal 5 is not consistent with the number of securities disclosed
    on page 23. Please revise to provide consistent disclosure regarding the number and class of securities to be issued.

The
Company will revise the disclosure on page 23 of the Preliminary Proxy to read as follows:

Overview

We
are asking stockholders to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of: (i) 625,0005,000,000
Series A Common Stock Purchase Warrants; (ii) 625,0005,000,000 Series
B Common Stock Purchase Warrants; (iii) up to 625,0005,000,000 shares of Company common
stock upon the exercise of Series A warrants; (iv) and up to 625,0005,000,000
shares of Company common stock upon the exercise of Series B warrants issued on September 6, 2024, subject to shareholder approval
(the “Nasdaq Approval”).

    3.
    We
    note that if all of the shares underlying warrants are issued, the institutional investor will control a majority of your voting
    power. Please revise to disclose the change in control that may result from approval of the security issuance. Please identify the
    institutional investor and provide more prominent disclosure about dilution to other shareholders. In addition, please disclose Nasdaq
    Listing Rules 5635(b) as additional grounds requiring you to obtain shareholder approval for the security issuance.

Each
of the warrants that the institutional investor was issued contains a Beneficial Ownership Limitation provision that limits the number
of warrants the investor may exercise such that the investor could never own in excess of 9.99% of the number of the Company’s
outstanding shares of Common Stock following such exercise. Accordingly, there can be no change of control as a result of the investor’s
exercise of warrants and Nasdaq Listing Rules 5635(b) is inapplicable.

U.S.
Securities & Exchange Commission

September
27, 2024

Page
3

We
thank the Staff for its review of the foregoing and the Preliminary Proxy. If you have further comments, please feel free to contact
our counsel at pcampitiello@mccarter.com or by telephone at (732) 867-9741.

    Very
    truly yours,

    IVEDA
    SOLUTIONS INC.

    By:
    /s/
    David Ly

    Name:
     David Ly

    Title:
     Chief Executive Officer

September 25, 2024
David Ly
Chief Executive Officer
Iveda Solutions, Inc.
744 S Val Vista, Suite 213
Mesa, AZ
Re:Iveda Solutions, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed September 19, 2024
File No. 001-41345
Dear David Ly:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed September 19, 2024
Proposal 4, page 21
1.We note your disclosure that the purpose of increasing the number of authorized shares of
your capital stock is to give you greater flexibility for "future general corporate needs."
We also note that the security issuance contemplated in Proposal 5 would not be possible
without increasing the number of authorized shares. Please revise to disclose whether this
proposal is being put forth in order to facilitate the issuance of securities pursuant to the
Securities Purchase Agreement.
General
2.Your disclosure on the cover regarding the securities to be issued in Proposal 5 is not
consistent with the number of securities disclosed on page 23. Please revise to provide
consistent disclosure regarding the number and class of securities to be issued.
We note that if all of the shares underlying warrants are issued, the institutional investor
will control a majority of your voting power. Please revise to disclose the change in
control that may result from approval of the security issuance. Please identify the 3.

September 25, 2024
Page 2
institutional investor and provide more prominent disclosure about dilution to other
shareholders. In addition, please disclose Nasdaq Listing Rules 5635(b) as additional
grounds requiring you to obtain shareholder approval for the security issuance.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Peter Campitiello

CORRESP
1
filename1.htm

    February
    2, 2024

Via
Edgar Only

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Iveda
    Solutions, Inc.

    Registration
    Statement on Form S-3

    Filed
    on January 24, 2024 (as amended on February 1, 2024)

    File
    No. 333-276676

To
Whom It May Concern:

Please
be advised that the undersigned is the duly elected Chief Executive Officer and Chairman of Iveda Solutions, Inc. (the “Registrant”).

Having
been advised that the Commission has no further comments to the Registrant’s Registration Statement on Form S-3 (File No. 333-276676)
originally filed on January 24, 2024, as amended (the “Registration Statement”), the Registrant hereby requests acceleration
of the effective date of the Registration Statement to Wednesday, February 7, 2024 at 1:00 p.m., or as soon thereafter as practicable.

Please
contact Peter Campitiello, Esq. at McCarter & English, LLP at (732) 867-9741 with any questions you may have regarding this request.
In addition, please notify Mr. Campitiello by telephone when this request for acceleration has been granted.

  Very
truly yours,

  /s/
David Ly

  David
Ly

  Chief
Executive Officer and Chairman

United States securities and exchange commission logo
February 1, 2024
David Ly
Chief Executive Officer
Iveda Solutions, Inc.
1744 S. Val Vista, Suite 213
Mesa, Arizona 85204
Re:Iveda Solutions, Inc.
Registration Statement on Form S-3
Filed January 24, 2024
File No. 333-276676
Dear David Ly:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Mariam Mansaray at 202-551-6356 or Matthew Derby at 202-551-
3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Peter Campitiello, Esq

CORRESP
1
filename1.htm

August
26, 2022

Via
Edgar Only

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Iveda
    Solutions, Inc.

    Registration
    Statement on Form S-1

    Filed
    on August 23, 2022

    File
    No. 333-267029

To
Whom It May Concern:

Please
be advised that the undersigned is the duly elected Chief Executive Officer of Iveda Solutions, Inc. (the “Registrant”).

Having
been advised that the Commission has no further comments to the Registrant’s Registration Statement on Form S-1 (File No. 333-261963)
originally filed on August 23, 2022, as amended (the “Registration Statement”), the Registrant hereby requests acceleration
of the effective date of the Registration Statement to Tuesday, August 30, 2022 at 1:00 p.m., or as soon thereafter as practicable.

Please
contact Peter Campitiello, Esq. at McCarter & English, LLP at (732) 867-9741 with any questions you may have regarding this request.
In addition, please notify Mr. Campitiello by telephone when this request for acceleration has been granted.

    Very truly yours,

    /s/ David
    Ly

    David Ly

    Chief Executive Officer

United States securities and exchange commission logo
August 25, 2022
David Ly
Chief Executive Officer
Iveda Solutions, Inc.
1744 S. Val Vista Drive, Ste. 213
Mesa, Arizona 85204
Re:Iveda Solutions, Inc.
Registration Statement on Form S-1
Filed August 23, 2022
File No. 333-267029
Dear Mr. Ly:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 460 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Peter Campitiello

CORRESP
1
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March
29, 2022

Securities
and Exchange Commission

100
F. Street, NE

Washington,
D.C. 20549

    Re:
    Iveda
    Solutions, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-261963

VIA
EDGAR

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Maxim Group LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 5:00 p.m., Washington D.C. time, on Thursday, March 31, 2022, or as soon thereafter
as practicable.

The
following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

    (i)
    Date
    of preliminary prospectus: March 28, 2022.

    (ii)
    Dates
    of distribution: March 28, 2022 through the date hereof.

    (iii)
    Number
    of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 6.

    (iv)
    Number
    of prospectuses so distributed: 539.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    MAXIM
    GROUP LLC

    By:
    /s/
    Clifford A. Teller

    Name:

    Clifford
    A. Teller

    Title:
    Executive
    Managing Director

    Head
    of Investment Banking

CORRESP
1
filename1.htm

  March 29, 2022

Via
Edgar Only

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Iveda Solutions, Inc.

    Registration Statement on Form S-1

    Filed on December 30, 2021

    File No. 333-261963

To
Whom It May Concern:

Please
be advised that the undersigned is the duly elected Chief Executive Officer of Iveda Solutions, Inc. (the “Registrant”).

Having
been advised that the Commission has no further comments to the Registrant’s Registration Statement on Form S-1 (File No. 333-261963)
originally filed on December 30, 2021, as amended (the “Registration Statement”), the Registrant hereby requests acceleration
of the effective date of the Registration Statement to Thursday, March 31, 2022 at 5:00 p.m., or as soon thereafter as practicable.

Please
contact Peter Campitiello, Esq. at McCarter & English, LLP at (732) 867-9741 with any questions you may have regarding this request.
In addition, please notify Mr. Campitiello by telephone when this request for acceleration has been granted.

Very
truly yours,

/s/
David Ly

David
Ly

Chief
Executive Officer

United States securities and exchange commission logo
January 5, 2022
David H. Ly
Chief Executive Officer
Iveda Solutions, Inc.
1744 S. Val Vista Drive, Ste. 213
Mesa, Arizona 85204
Re:Iveda Solutions, Inc.
Registration Statement on From S-1
Filed December 30, 2021
File No. 333-261963
Dear Mr. Ly:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Peter Campitiello, Esq.

CORRESP
1
filename1.htm

November
10, 2021

Via
Edgar Only

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Iveda
    Solutions, Inc.

    Registration
    Statement on Form 10-12G

    Filed
    on September 23, 2021

    File
    No. 000-53285

To
Whom It May Concern:

Please
be advised that the undersigned is the duly elected Chief Executive Officer of Iveda Solution, Inc. (the “Registrant”).

Having
been advised that the Commission has no further comments to the Registrant’s Registration Statement on Form 10-12G (File No. 000-53285)
originally filed on September 23, 2021, as amended (the “Registration Statement”), and in accordance with Section 12(d) of
the U.S. Securities Exchange Act of 1934, as amended, and Rule 12d1-2 promulgated thereunder, the Registrant hereby requests acceleration
of the effective date of the Registration Statement to Friday, November 12, 2021 at 4:00 p.m., or as soon thereafter as practicable.

The
Registrant hereby acknowledges that :

    ●
    should
    the 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 delegated 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

    ●
    the
    Company may not assert staff comments and the declaration of effectiveness 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 in regard to this correspondence or any other matter relating to this Registrant’s filing, please do not
hesitate to contact me.

    Very
    truly yours,

    /s/
    David Ly

    David
    Ly

    Chief
    Executive Officer

CORRESP
1
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  November 9, 2021

VIA
EDGAR

U.
S. Securities and Exchange Commission

Mail
Stop 6010

Washington
D. C. 20549

    Attn:

    Alexandra
    Barone, Esq. and

    Mitchell
    Austin, Esq.

    Re:
    Iveda
    Solutions, Inc.

    Amendment
    No. 2 to Registration Statement on Form 10-12G Filed November 4, 2021

    File
    No. 000-53285

Dear
Ladies and Gentlemen:

This
letter has been prepared in response to your request for Iveda Solutions, Inc. (“Iveda” 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 November 9, 2021 letter to me (the “Comment Letter”) concerning the above-referenced Amendment
No. 1 to Registration Statement on Form 10-12G (the “Registration Statement.”).

Concurrently
with the filing of this Response Letter, the Company is also filing Amendment No. 3 to the Registration Statement (the “Amendment”),
which incorporates, as appropriate, the responses of the Company contained herein. The Amendment also includes other revisions to update
the disclosures contained therein.

Amendment
No. 2 to Form 10-12G filed November 4, 2021

Item
15. Financial Statements and Exhibits

Unaudited
Consolidated Financial Statements

Note
10. Subsequent Events, page 74

    1.
    We
    note your response to prior comment 5. Please revise to include a discussion of the $115,865 paydown of the Shanghai Bank debt and
    amendment of the maturity date to February 2024. Also, revise to disclose the date through which subsequent events have been evaluated
    and state whether that is the date the financial statements were issued or available to be issued. Refer to ASC 855-10-50-1 and 50-2.

RESPONSE:
We have revised the disclosure as requested in the Item 15. Financial Statements and Exhibits, Unaudited Consolidated Financial Statements,
Page 74 and added a subsequent disclosure related to the paydown on the $422,688 loan from Shanghai Bank and current due date of
September 2024 for the remaining balance. Specifically, “Subsequent to June 30, 2021, Taiwan operations had loans from Shanghai
Bank for $442,688 and has reduced that balance to $115,865 as of September 23, 2021, (when these financial statements were published
and available), through repayment and the current loan maturity date is February 2024 at 1% with $47,944 due in monthly payments
through September 30, 2022.”

Exhibits

    2.
    We
    note that you filed your agreement with Chunghwa Telecom as Exhibit 10.16; however, the filed agreement is in a foreign language.
    Please file an English translation of the agreement. Refer to Exchange Act Rule 12b-12(d).

RESPONSE:
We have revised the disclosure as requested, including a translated version of the Chunghwa Telecom agreement within Exhibit 10.16

    3.
    The
    filing of a consent to the use of an audit report is not required in an Exchange Act registration statement. To the extent that you
    continue to include a consent in this filing, please ensure that it is currently dated.

RESPONSE:
We have revised the document to delete the filing of the consent that is not required in an Exchange Act registration statement per comment
above.

We
understand that the company and its management are responsible for the accuracy and adequacy of our disclosures, notwithstanding any
review, comments, action or absence of action by the staff and Company 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 regarding the Response letter, please contact me at (480) 307-8700.

    Very
    truly yours,

    /s/
    David Ly

CC:
Peter Campitiello – via email : pcampitiello@mccarter.com

United States securities and exchange commission logo
November 9, 2021
David Ly
Chief Executive Officer
Iveda Solutions, Inc.
460 S. Greenfield Road, Ste. 5
Mesa, Arizona 85206
Re:Iveda Solutions, Inc.
Amendment No. 2 to Registration Statement on Form 10-12G
Filed November 4, 2021
File No. 000-53285
Dear Mr. Ly:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.  Our references to prior comments refer to
comments in our November 3, 2021 letter.
Amendment No. 2 to Form 10-12G filed November 4, 2021
Item 15. Financial Statements and Exhibits
Unaudited Consolidated Financial Statements
Note 10. Subsequent Events, page 74
1.We note your response to prior comment 5.  Please revise to include a discussion of the
$115,865 paydown of the Shanghai Bank debt and amendment of the maturity date to
February 2024.  Also, revise to disclose the date through which subsequent events have
been evaluated and state whether that is the date the financial statements were issued or
available to be issued. Refer to ASC 855-10-50-1 and 50-2.

 FirstName LastNameDavid Ly
 Comapany NameIveda Solutions, Inc.
 November 9, 2021 Page 2
 FirstName LastName
David Ly
Iveda Solutions, Inc.
November 9, 2021
Page 2
Exhibits
2.We note that you filed your agreement with Chunghwa Telecom as Exhibit 10.16;
however, the filed agreement is in a foreign language.  Please file an English translation of
the agreement.  Refer to Exchange Act Rule 12b-12(d).
3.The filing of a consent to the use of an audit report is not required in an Exchange Act
registration statement.  To the extent that you continue to include a consent in this filing,
please ensure that it is currently dated.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Megan Akst, Senior Staff Accountant, at (202) 551-3407 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters. Please contact Alexandra Barone,
Staff Attorney, at (202) 551-8816 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Peter Campitello

CORRESP
1
filename1.htm

  November 4, 2021

VIA
EDGAR

U.
S. Securities and Exchange Commission

Mail
Stop 6010

Washington
D. C. 20549

Attn:
Alexandra Barone, Esq. and

Mitchell
Austin, Esq.

  Re:
  Iveda Solutions, Inc.

  Amendment
No. 1 to Registration Statement on Form 10-12G

  Filed
October 25, 2021

  File No. 000-53285

Dear
Ladies and Gentlemen:

This
letter has been prepared in response to your request for Iveda Solutions, Inc. (“Iveda” 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 November 3, 2021 letter to me (the “Comment Letter”) concerning the above-referenced Amendment No.
1 to Registration Statement on Form 10-12G (the “Registration Statement.”).

Concurrently
with the filing of this Response Letter, the Company is also filing Amendment No. 2 to the Registration Statement (the “Amendment”),
which incorporates, as appropriate, the responses of the Company contained herein. The Amendment also includes other revisions to update
the disclosures contained therein.

Amendment
No. 1 to Form 10-12G filed October 25, 2021 Business, page 4

    1.
    Disclosure
    added in response to prior comment 1 notes that the liability protection of your certification is limited to the U.S. Please revise
    to further explain when products or services you or MEGAsys sells would be entitled to liability protection if your certification
    is renewed. For example, clarify whether MEGAsys, a Taiwan-based entity, receives this liability protection for any products or services
    it sells and whether a condition to receiving the liability protection is that the customer is U.S.-based. Additionally, given that
    the company depends on MEGAsys for the majority of its revenue, expand your disclosure to address how the lack of liability protection
    may impact your results of operations and clarify the benefit of the certification to the company as a whole.

RESPONSE:
We have revised the disclosure to further explain when products or services we or MEGAsys sells would be entitled to liability protection
if our certification is renewed and expanded our disclosure to address how the lack of liability protection may impact our results of
operations and clarified the intrinsic marketing benefit of the certification to the company as a whole. We have made the same revisions
throughout the document where the Certification is discussed for consistency. Pages 4, 11, 18, 40 and 61. Specifically, “Our
SAFETY Act Certification covers the entire company as a Qualified Anti-Terrorism Technology. The SAFETY Act creates certain liability
limitations for “claims arising out of, relating to, or resulting from an Act of Terrorism” where Qualified Anti-Terrorism
Technologies have been deployed. The term “act of terrorism” means any act that the Secretary determines meets the requirements
under subparagraph (b) of the Act. An act meets the requirements of this subparagraph if the act- (i) is unlawful; (ii) causes harm to
a person, property, or entity, in the United States, and (iii) uses or attempts to use instrumentalities, weapons or other methods designed
or intended to cause mass destruction, injury or other loss to citizens or institutions of the United States. MEGAsys is our wholly owned
subsidiary, and we use the same technology and products to provide solutions to our customers. The Certification, if renewed is granted
by the U.S. government and the liability protection only applies to customers that are U.S.-based MEGAsys does not receive liability
protection from the Certification. The Company believes the lack of liability protection from the Certification will have no significant
effect on the MEGAsys results of operations. The Company believes the Certification has an intrinsic value for the company as a whole
as a marketing tool but does not believe it will have a material effect on the results of operations if it is not renewed.”

 Risk
Factors

Risks
Related to Our Business

A
Relatively Small Number of Key Customers..., page 9

    2.
    Disclosure
    added in response to prior comment 2 indicates that Chungwa Telecom accounted for 25% of your revenue for the six months ended June
    30, 2021. Please revise here to disclose the percentage of revenue generated from this customer for all periods presented. Additionally,
    please file your agreement with Chungwa Telecom. Refer to Item 601(b)(10)(ii)(B) of Regulation S-K. Lastly, please also disclose
    your total number of customers for the six months ended June 30, 2020 and the years ended December 31, 2019 and 2020.

RESPONSE:
We have revised the disclosure as requested in the RISK FACTORS section, subsection - Risks Related to Our Business accordingly.
We have also filed the Chunghwa Telecom agreement as Exhibit 10.16 with the Amendment No. 2 to Registration Statement on Form
10-12G.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 16

    3.
    Disclosure
    added in response to prior comment 4 discusses the general effects of COVID- 19 on your business. Please revise to also quantify
    any material impacts that COVID-19 had on your business, including your results of operations and revenue, for the year ended December
    31, 2020 and the first quarter of 2021.

RESPONSE:
We have revised the disclosure as requested in the MD&A section, subsection – Liquidity and Capital Resources, Page
22. Specifically we added “The Company estimates that the COVID-19 pandemic resulted in decreases of approximately $1.2
million revenues and $0.3 million gross profit contribution for the year ended December 31, 2020 and $0.2 million revenues and $0.05
million gross profit contribution for the three months ended March 31, 2021.”

Liquidity
and Capital Resources, page 21

    4.
    Please
    revise here to discuss the concentration of revenue and accounts receivable as of and for the six-month period ending June 30, 2021
    based on consolidated amounts. In this regard, your current discussion of the percentage of significant customers’ accounts
    receivable is based only on your Taiwan-based segment and your discussion of the percentage of revenue from three significant customers
    is calculated from revenue for the quarter ending June 30, 2021.

RESPONSE:
We have revised the disclosure as requested in the MD&A section, subsection – Liquidity and Capital Resources, Page
21 and added discussion of concentration as of and for the six-month period ending June 30, 2021 based on consolidated amounts.

    5.
    Please
    revise to clarify the portion of the $260,000 short-term debt due between August 2021 to February 2022 that is past its maturity
    date or has been repaid as of the date of your filing, if any. In addition, include a discussion of the $422,688 loan from Shanghai
    Bank due September 2021. In this regard, your liquidity disclosure only discusses the outstanding debt related to Iveda US. Lastly,
    provide us with a rollforward of your short- term debt from December 31, 2020 to June 30, 2021 and ensure that the issuance of any
    new debt and the repayment or conversion of debt outstanding during the six months ended June 30, 2021 agrees to your financial statements
    and related footnote disclosures.

RESPONSE:
We have revised the disclosure as requested in the MD&A section, subsection – Liquidity and Capital Resources, Page
21 and clarified that $160,000 of the $260,000 short-term debt due between August 2021 to February 2022 is past its maturity date as
of September 30, 2021 and the remaining $100,000 is due February 2022. We have also added a discussion of the payments made on the
$422,688 loan from Shanghai Bank and current due date of September 2024 for the remaining balance. Below please find a detailed rollforward,
per your request, of our short- term debt from December 31, 2020 to June 30, 2021 which agrees to our financial statements and related
footnote disclosures.

Short-Term Debt Rollforward for the six months ended 6/30/2021

Detail as of 12/31/2020

    Account
    Maturity Date
    Issue Date
    Amount

    Unsecured Loan
      10/24/2018
      4/24/2018
      100,000

    3-month Loan
      9/8/2020
      6/8/2020
      17,500

    3-month Loan
      9/22/2020
      6/22/2020
      17,500

      35,000

    2019 Debentures
      4/23/2020
      4/23/2019
      10,000

    2019 Debentures
      7/19/2020
      7/19/2019
      47,250

    2019 Debentures
      8/2/2020
      8/2/2019
      50,000

    2019 Debentures
      8/2/2020
      8/2/2019
      18,000

    2019 Debentures
      10/10/2020
      10/7/2019
      5,000

    2019 Debentures
      10/7/2020
      10/7/2019
      16,000

    2019 Debentures
      10/15/2020
      10/15/2019
      25,000

    2019 Debentures
      10/15/2020
      10/15/2019
      10,000

    2019 Debentures
      10/18/2020
      10/18/2019
      25,000

    2019 Debentures
      10/24/2020
      10/24/2019
      35,000

    2019 Debentures
      10/29/2020
      10/29/2019
      20,000

    2019 Debentures
      11/4/2020
      11/4/2019
      35,000

    2019 Debentures
      12/9/2020
      12/9/2019
      10,000

    2019 Debentures
      12/12/2020
      12/12/2019
      30,000

    2019 Debentures
      12/12/2020
      12/12/2019
      10,000

      346,250

    2020
    Debentures
      1/2/2020
      1/2/2020
      50,000

    2020
    Debentures
      2/10/2021
      2/10/2020
      42,000

    2020
    Debentures
      3/12/2021
      3/12/2020
      50,000

    2020
    Debentures
      7/10/2021
      7/10/2020
      10,500

    2020
    Debentures
      8/13/2021
      8/13/2020
      20,000

    2020
    Debentures
      8/31/2021
      8/31/2020
      50,000

    2020
    Debentures
      8/31/2021
      8/31/2020
      50,000

    2020
    Debentures
      9/3/2021
      9/3/2020
      25,000

    2020
    Debentures
      10/13/2021
      10/13/2020
      9,000

    2020
    Debentures
      12/24/2021
      12/24/2020
      7,000

      313,500

    Loan
    From Hua Nan Bank

      71,238

    TOTAL
    SHORT-TERM DEBT AS OF 12/31/20

      865,988

    TRANSACTIONS
    DURING THE SIX MONTHS PERIOD ENDED 6/30/21:

    ADDITIONAL
    DEBENTURES:

    2021
    Debentures
      2/10/2022
      2/10/2021
      35,000

    2021
    Debentures
      1/14/2022
      1/14/2021
      50,000

    2021
    Debentures
      1/14/2022
      1/14/2021
      50,000

      135,000

    ADDITIONAL
    LOAN PROCEEDS - TAIWAN

    Loan
    from Shanghai Bank

      442,688

      Repayment
                                            date

    Unsecured
    Loan
      3/18/2021
      4/24/2018
      (25,000 )

    CONVERSIONS
    1/1/2021 THROUGH 6/30/2021

    3-month
    Loan
      9/8/2020
      6/22/2020
      (17,500 )

    3-month
    Loan
      9/22/2020
      6/8/2020
      (17,500 )

      (35,000 )

    2020
    Debentures
      12/24/2021
      12/24/2020
      (7,000 )

    2020
    Debentures
      10/13/2021
      10/13/2020
      (9,000 )

    2020
    Debentures
      8/13/2021
      8/13/2020
      (20,000 )

    2020
    Debentures
      7/10/2021
      7/10/2020
      (10,500 )

    2020
    Debentures
      3/12/2021
      3/12/2020
      (50,000 )

    2020
    Debentures
      2/10/2021
      2/10/2020
      (42,000 )

      (138,500 )

    2019 Debentures
      10/24/2020
      10/24/2019
      (35,000 )

    2019 Debentures
      10/15/2020
      10/15/2019
      (10,000 )

    2019 Debentures
      10/7/2020
      10/7/2019
      (16,000 )

    2019 Debentures
      8/2/2020
      8/2/2019
      (18,000 )

    2019 Debentures
      7/19/2020
      7/19/2019
      (47,250 )

    2019 Debentures
      4/23/2020
      4/23/2019
      (10,000 )

      (136,250 )

    Loan From Hua Nan Bank Repayment

      (71,238 )

    TOTAL SHORT-TERM DEBT AS OF 6/30/2021

      1,037,688

    SUMMARY ROLLFORWARD:

    TOTAL SHORT-TERM DEBT AS OF 12/31/20

      865,988

    New Debentures

      135,000

    Shanghai Bank Loan Proceeds

      442,688

    Unsecured Loan payment

      (25,000 )

    3-month loan conversion

      (35,000 )

    Debenture conversions

      (274,750 )

    Hua Nan Bank repayment

      (71,238 )

    TOTAL SHORT-TERM DEBT AS OF 6/30/2021

      1,037,688

We
understand that the company and its management are responsible for the accuracy and adequacy of our disclosures, notwithstanding any
review, comments, action or absence of action by the staff and Company 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 regarding the Response letter, please contact me at (480) 307-8700.

    Very
    truly yours,

    /s/
    David Ly

CC:
Peter Campitiello – via email : pcampitiello@mccarter.com

United States securities and exchange commission logo
November 3, 2021
David Ly
Chief Executive Officer
Iveda Solutions, Inc.
460 S. Greenfield Road, Ste. 5
Mesa, Arizona 85206
Re:Iveda Solutions, Inc.
Amendment No. 1 to Registration Statement on Form 10-12G
Filed October 25, 2021
File No. 000-53285
Dear Mr. Ly:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.  Our references to prior comments refer to
comments in our October 20, 2021 letter.
Amendment No. 1 to Form 10-12G filed October 25, 2021
Business, page 4
1.Disclosure added in response to prior comment 1 notes that the liability protection of your
certification is limited to the U.S.  Please revise to further explain when products or
services you or MEGAsys sells would be entitled to liability protection if your
certification is renewed.  For example, clarify whether MEGAsys, a Taiwan-based entity,
receives this liability protection for any products or services it sells and whether a
condition to receiving the liability protection is that the customer is U.S.-based.
Additionally, given that the company depends on MEGAsys for the majority of its
revenue, expand your disclosure to address how the lack of liability protection may impact
your results of operations and clarify the benefit of the certification to the company as a
whole.

 FirstName LastNameDavid Ly
 Comapany NameIveda Solutions, Inc.
 November 3, 2021 Page 2
 FirstName LastNameDavid Ly
Iveda Solutions, Inc.
November 3, 2021
Page 2
Risk Factors
Risks Related to Our Business
A Relatively Small Number of Key Customers..., page 9
2.Disclosure added in response to prior comment 2 indicates that Chungwa Telecom
accounted for 25% of your revenue for the six months ended June 30, 2021.  Please revise
here to disclose the percentage of revenue generated from this customer for all periods
presented.  Additionally, please file your agreement with Chungwa Telecom.  Refer to
Item 601(b)(10)(ii)(B) of Regulation S-K.  Lastly, please also disclose your total number
of customers for the six months ended June 30, 2020 and the years ended December 31,
2019 and 2020.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
16
3.Disclosure added in response to prior comment 4 discusses the general effects of COVID-
19 on your business.  Please revise to also quantify any material impacts that COVID-19
had on your business, including your results of operations and revenue, for the year ended
December 31, 2020 and the first quarter of 2021.
Liquidity and Capital Resources, page 21
4.Please revise here to discuss the concentration of revenue and accounts receivable as of
and for the six-month period ending June 30, 2021 based on consolidated amounts.  In this
regard, your current discussion of the percentage of significant customers' accounts
receivable is based only on your Taiwan-based segment and your discussion of the
percentage of revenue from three significant customers is calculated from revenue for the
quarter ending June 30, 2021.
5.Please revise to clarify the portion of the $260,000 short-term debt due between August
2021 to February 2022 that is past its maturity date or has been repaid as of the date of
your filing, if any.  In addition, include a discussion of the $422,688 loan from Shanghai
Bank due September 2021.  In this regard, your liquidity disclosure only discusses the
outstanding debt related to Iveda US.  Lastly, provide us with a rollforward of your short-
term debt from December 31, 2020 to June 30, 2021 and ensure that the issuance of any
new debt and the repayment or conversion of debt outstanding during the six months
ended June 30, 2021 agrees to your financial statements and related footnote disclosures.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameDavid Ly
 Comapany NameIveda Solutions, Inc.
 November 3, 2021 Page 3
 FirstName LastName
David Ly
Iveda Solutions, Inc.
November 3, 2021
Page 3
            You may contact Megan Akst, Senior Staff Accountant, at (202) 551-3407 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Alexandra Barone, Staff
Attorney, at (202) 551-8816 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Peter Campitello

CORRESP
1
filename1.htm

  October 24,
  2021

VIA
EDGAR

U.
S. Securities and Exchange Commission

Mail
Stop 6010

Washington
D. C. 20549

Attn:
Alexandra Barone, Esq. and

Mitchell
Austin, Esq.

    Re:
    Iveda
Solutions, Inc.

    Registration
Statement on Form 10-12G

    Filed September 23, 2021

    File
    No. 000-53285

Dear
Ladies and Gentlemen:

This
letter has been prepared in response to your request for Iveda Solutions, Inc. (“Iveda” 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 October 20, 2021 letter to me (the “Comment Letter”) concerning the above-referenced Registration
Statement on Form 10-12G (the “Registration Statement.”).

Concurrently
with the filing of this Response Letter, the Company is also filing Amendment No. 1 to the Registration Statement (the “Amendment”),
which incorporates, as appropriate, the responses of the Company contained herein. The Amendment also includes other revisions to update
the disclosures contained therein.

Form
10-12G filed September 23, 2021

Business,
page 4

    1.
    You
    disclose here and elsewhere that you received a SAFETY Act designation from the Department of Homeland Security in 2009, which was
    renewed in 2019, and a certification in 2016, which you are currently in the process of renewing. Please revise to:

    ●
    Clearly
    describe the interaction and differences between the designation and the certification. In this regard, disclosure on page 11 indicates
    the designation was “elevated” to a certification, while other disclosures - such as your disclosure that you renewed
    the designation in 2019 - suggest that you hold both the designation and certification concurrently;

RESPONSE:
We have revised the disclosure to describe the interaction and differences between the designation and the certification. Page 4, Specifically,
“In April 2009, after eighteen months of due diligence by the Department of Homeland Security (DHS), the DHS approved us as
a Qualified Anti-Terrorism Technology (QATT) provider under a formal SAFETY Act Designation giving the technology a measure of liability
protection. Due diligence included interviewing key employees responsible for developing and deploying our technology, partners, and
customers. The purpose of completing the SAFETY Act Designation application is for the seller of a technology, to explain to the DHS
how the technology qualifies for the system of risk management and litigation management under the SAFETY Act. The application is designed
to elicit the information that will allow the DHS to understand exactly what the seller’s technology is, and how it relates to
the criteria for Designation set forth in the SAFETY Act.

A
technology could not receive Certification status without having first received Designation status and holding that status for 5 years.
To receive SAFETY Act Certification, the Department must conclude that the technology will perform as intended, conforms to the seller’s
specifications, and is safe for use as intended. Similar to the Designation application process, due diligence included interviewing
key employees responsible for developing and deploying our technology, partners, and customers. We applied for certification in 2014
and after additional months of due diligence by DHS in January 2016 our Designation was elevated to a Certification. SAFETY Act Certification
provides sellers of a Qualified Anti-Terrorism Technology (QATT) with an additional measure of liability protection. This additional
measure of liability protection is not specifically quantified by the Safety Act. The sellers of QATTs that receive SAFETY Act Certification
are entitled to all of the liability protections that accompany SAFETY Act Designation as well as the rebuttable presumption that the
government contractor defense applies to claims arising out of, relating to, or resulting from an act of terrorism. QATTs that received
Certification are placed on the Approved Technologies list for Homeland Security.

Our
application to renew our Certification was filed in August 2019, prior to its expiration in October 2019. During
this time, we have been in constant communication with the Science and Technology Directorate at the SAFETY Act office related to updating
our information. We are now awaiting final approval for recertification. Our products are not considered to be certified during the renewal
process, but we do not expect this to significantly impact our ability to sell our technology in the U.S. or international customers.
We intend to communicate the results of this process to investors through a press release distributed via a news wire service
that will be posted on our website.

Our
SAFETY Act Certification covers the entire company. MEGAsys is our wholly-owned subsidiary and we use the same technology and products
to provide solutions to our Customers. However, the liability protection is limited to the U.S, and we would not expect that the certification
has had or will have any significant effect on the MEGAsys results of operations.”

We
have also expanded the disclosure to be consistent in Item 1A, Risk Factors section, subsection - Future Legislation Or Governmental
Regulations Or Policies Governing The Security and Surveillance Industry Or Consumer Privacy Could Have A Significant Impact On Our Operations,
Page 11

We
have also expanded the disclosure to be consistent in Item 2, MD&A section, subsection Overview. Page 18

Specifically,
related to the reference “renewed the Designation in 2019”, this reference was in error and has been deleted and consistent
description added. Note 1, Nature of Operations in the CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019,
page 39 as well as revising the disclosure in Note 1, Nature of Operations in the CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX AND THREE
MONTHS ENDED JUNE 30, 2021 AND 2020, page 60

    ●
    Clarify
    when your 2016 certification expires and whether your video surveillance products and services are considered to be certified during
    the certification renewal process;

RESPONSE:
We have revised the disclosure as requested in the BUSINESS section, Page 4 and elsewhere as noted above where the SAFETY Act designation
from the Department of Homeland Security and Certification is discussed. Specifically “Our application to renew our
Certification was filed in August 2019, prior to its expiration in October 2019. During this time, we have been in constant
communication with the Science and Technology Directorate at the SAFETY Act office related to updating our information. We are now awaiting
final approval for recertification. Our products are not considered to be certified during the renewal process, but we do not
expect this to significantly impact our ability to sell our technology in the U.S. or international customers.”

    ●
    Describe
    the certification renewal process, including the steps remaining to complete the process, and how you will communicate the results
    of this process to investors; and

RESPONSE:
We have revised the disclosure as requested in the BUSINESS section, Page 4 and elsewhere as noted above. Specifically, to this bullet
point –

“Our
application to renew our Certification was filed in August 2019, prior to its expiration in October 2019. During
this time, we have been in constant communication with the Science and Technology Directorate at the SAFETY Act office related to updating
our information. We are now awaiting final approval for recertification. Our products are not considered to be certified during the renewal
process, but we do not expect this to significantly impact our ability to sell our technology in the U.S. or international customers.
We intend to communicate the results of this process to investors through a press release distributed via a news wire service
that will be posted on our website.

    ●
    Clarify
    the significance of the designation and certification to MEGAsys, your Taiwan-based subsidiary, which has recently accounted for
    a significant portion of your total revenues.

RESPONSE:
We have revised the disclosure as requested in the BUSINESS section, Page 4 and elsewhere as noted above. Specifically to this bullet
point –

“Our
SAFETY Act Certification covers the entire company. MEGAsys is our wholly-owned subsidiary and we use the same technology and products
to provide solutions to our Customers. However, the liability protection is limited to the U.S, and we would not expect that the certification
has had or will have any significant effect on the MEGAsys results of operations.”

Risk
Factors

Risks
Related to Our Business

A
relatively small number of key customers..., page 9

    2.
    You
    state here that revenue from three of your Taiwan-based customers accounted for 46% of your Taiwan-based segment revenue for the
    quarter ended June 30, 2021. Please revise to identify these customers and disclose the material terms of your agreements with them,
    including the term of the agreements and termination provisions. To provide context for this disclosure, also revise to disclose
    the total number of customers for each period presented. Refer to Item 101(h)(4)(vi) of Regulation S-K.

RESPONSE:
We have revised the disclosure as requested in the RISK FACTORS section, subsection - Risks Related to Our Business accordingly.

We
rely on MEGAsys, our Taiwan subsidiary, for a significant portion of our revenue, page 10

    3.
    Please
    revise to also disclose the percentage of your revenue accounted for by MEGAsys, your Taiwan-based subsidiary, for the period ended
    June 30, 2021. Please also revise your business and MD&A sections to highlight your dependence on MEGAsys.

RESPONSE:
We have revised the disclosure as requested in the RISK FACTORS section, subsection - Risks Related to Our Business, Page 10,
as well as BUSINESS section, Page 4 and MD&A section, subsection Results of Operations – Net Revenue discussion, Page 19, to
include the following disclosure:

For
the six months ended June 30, 2021 MEGAsys operations accounted for 98% of the total revenue.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 16

    4.
    Please
    update your disclosure in this section and in your risk factors to discuss the impact that COVID-19 has had on your business, including
    on your results of operations and revenue. Refer to CF Disclosure Guidance: Topic Nos. 9 and 9A for additional guidance.

RESPONSE:
We have revised the disclosure as requested in the MD&A section, subsection – Liquidity and Capital Resources, Page
22 and added notations in the Net Revenues subsection to see Liquidity and Capital Resources for appropriate discussion.

Results
of Operations

Net Revenue, page 19

    5.
    The
    first sentence in this section compares the three months ended June 30, 2021 to the three months ended June 30, 2015. Please
    revise to correct this apparent error.

RESPONSE:
We have revised the apparent error disclosure as noted and changed the disclosure to: the three months ended June 30,
2020.

Executive
Compensation, page 26

    6.
    Please
    revise this section as appropriate to include (i) a narrative description of any employment arrangements, (ii) a table disclosing
    outstanding equity awards as well as a narrative description of any equity incentive plans, and (iii) any director compensation.
    Refer to Item 402 of Regulation S-K.

RESPONSE:
We have revised the disclosure as requested in Item 6 Executive Compensation section, (i) Response – added “Employments Agreements
– The company has no employment agreements with any of its executive officers.” (ii) Response – added table disclosing
outstanding equity awards and a description of the equity incentive plans, (iii) Response – added Director Compensation subsection
and related table of Director Compensation including equity awards. Page 26

Market
Price and Dividends on the Registrant’s Common Equity and Related Stockholder Matters, page 28

    7.
    You
    disclose here that your common stock is currently quoted on the OTC Markets. Please revise to clarify on which OTC Markets tier your
    common stock is quoted. Also, ensure you include the information required by Item 201(a)(1)(ii) of Regulation S-K.

RESPONSE:
We have revised the disclosure as requested in Item 9 Market Price and Dividends on the Registrant’s Common Equity and Related
Stockholder Matters. Added clarification “PINK Current Information tier” Page 28

Description
of Securities, page 29

    8.
    Please
    expand your disclosure to discuss all significant rights and features associated with your common stock. In this regard, based on
    your disclosure on page 48, it appears that your common stock has certain dividend and liquidation features that should be highlighted
    in this section. See Item 202 of Regulation S-K.

RESPONSE:
We have revised the disclosure as requested in Item 11 Description of Registrant’s Securities to be Registered to include the
following disclosure:

The
Company’s outstanding shares of common stock have a par value of $0.00001 per share. The Company’s Articles of Incorporation
(the “Articles of Incorporation”) authorizes 100,000,000 shares of common stock. As of September 17, 2021, we had 73,716,289
shares of our Common Stock issued and outstanding of which approximately 45 million are in the public float. The holders of common stock
are entitled to one vote per share on all matters submitted to a vote of the stockholders. Holders of common stock do not have cumulative
voting rights. Persons who hold a majority of the outstanding shares of our common stock entitled to vote on the election of directors
can elect all of the directors who are eligible for election. Holders of our common stock are entitled to share equally in dividends,
if any, as may be declared from time to time by our Board of Directors. In the event of liquidation, dissolution, or winding up of our
company, subject to the preferential liquidation rights of any series of preferred stock that we may from time to time designate, the
holders of our common stock are entitled to share ratably in all of our assets remaining after payment of all liabilities and preferential
liquidation rights. Holders of our common stock have no conversion, exchange, sinking fund, redemption, or appraisal rights (other than
such as may be determined by the Board of Directors in its sole discretion) and have no preemptive rights to subscribe for any of our
securities.

Consolidated
Financial Statements

Note
1. Summary of Significant Accounting Policies

Revenue
and Expense Recognition, page 39

    9.
    Please
    revise to provide your revenue recognition policy for each type of revenue described, including monthly licensing fees, hardware
    sales, project revenues, etc. Describe the nature of each revenue type and the timing of revenue recognition. Also, ensure that your
    policy disclosures and revenue recognition comply with the current revenue guidance in ASC 606 and include the applicable adoption
    disclosures pursuant to ASC 606-10-65-1.

RESPONSE:
We have revised the disclosure as requested to include revenue recognition policy for each type of revenue described including monthly
licensing fees, hardware sales, project revenues/sales, and maintenance fees in Note 1. Summary of Significant Accounting Policies Revenue
and Expense Recognition in the CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019, page 39 as well as revising
the disclosure in Note 1. Summary of Significant Accounting Policies Revenue and Expense Recognition in the CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2021 AND 2020, page 61

Concentration,
page 40

    10.
    We

United States securities and exchange commission logo
October 20, 2021
David Ly
Chief Executive Officer
Iveda Solutions, Inc.
460 S. Greenfield Road, Ste. 5
Mesa, Arizona 85206
Re:Iveda Solutions, Inc.
Registration Statement on Form 10-12G
Filed September 23, 2021
File No. 000-53285
Dear Mr. Ly:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Form 10-12G filed September 23, 2021
Business, page 4
1.You disclose here and elsewhere that you received a SAFETY Act designation from the
Department of Homeland Security in 2009, which was renewed in 2019, and a
certification in 2016, which you are currently in the process of renewing.  Please revise to:

•Clearly describe the interaction and differences between the designation and the
certification.  In this regard, disclosure on page 11 indicates the designation was
"elevated" to a certification, while other disclosures - such as your disclosure that you
renewed the designation in 2019 - suggest that you hold both the designation and
certification concurrently;

•Clarify when your 2016 certification expires and whether your video surveillance

 FirstName LastNameDavid Ly
 Comapany NameIveda Solutions, Inc.
 October 20, 2021 Page 2
 FirstName LastName
David Ly
Iveda Solutions, Inc.
October 20, 2021
Page 2
products and services are considered to be certified during the certification renewal
process;

•Describe the certification renewal process, including the steps remaining to complete
the process, and how you will communicate the results of this process to investors;
and

•Clarify the significance of the designation and certification to MEGAsys, your
Taiwan-based subsidiary, which has recently accounted for a significant portion of
your total revenues.
Risk Factors
Risks Related to Our Business
A relatively small number of key customers..., page 9
2.You state here that revenue from three of your Taiwan-based customers accounted for
46% of your Taiwan-based segment revenue for the quarter ended June 30, 2021.  Please
revise to identify these customers and disclose the material terms of your agreements with
them, including the term of the agreements and termination provisions.  To provide
context for this disclosure, also revise to disclose the total number of customers for each
period presented.  Refer to Item 101(h)(4)(vi) of Regulation S-K.
We rely on MEGAsys, our Taiwan subsidiary, for a significant portion of our revenue, page 10
3.Please revise to also disclose the percentage of your revenue accounted for by MEGAsys,
your Taiwan-based subsidiary, for the period ended June 30, 2021.  Please also revise
your business and MD&A sections to highlight your dependence on MEGAsys.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
16
4.Please update your disclosure in this section and in your risk factors to discuss the impact
that COVID-19 has had on your business, including on your results of operations and
revenue.  Refer to CF Disclosure Guidance: Topic Nos. 9 and 9A for additional guidance.
Results of Operations
Net Revenue, page 19
5.The first sentence in this section compares the three months ended June 30, 2021 to the
three months ended June 30, 2015.  Please revise to correct this apparent error.

 FirstName LastNameDavid Ly
 Comapany NameIveda Solutions, Inc.
 October 20, 2021 Page 3
 FirstName LastName
David Ly
Iveda Solutions, Inc.
October 20, 2021
Page 3
Executive Compensation, page 26
6.Please revise this section as appropriate to include (i) a narrative description of any
employment arrangements, (ii) a table disclosing outstanding equity awards as well as a
narrative description of any equity incentive plans, and (iii) any director compensation.
Refer to Item 402 of Regulation S-K.
Market Price and Dividends on the Registrant's Common Equity and Related Stockholder
Matters, page 28
7.You disclose here that your common stock is currently quoted on the OTC Markets.
Please revise to clarify on which OTC Markets tier your common stock is quoted.  Also,
ensure you include the information required by Item 201(a)(1)(ii) of Regulation S-K.
Description of Securities, page 29
8.Please expand your disclosure to discuss all significant rights and features associated with
your common stock.  In this regard, based on your disclosure on page 48, it appears that
your common stock has certain dividend and liquidation features that should be
highlighted in this section.  See Item 202 of Regulation S-K.
Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
Revenue and Expense Recognition, page 39
9.Please revise to provide your revenue recognition policy for each type of revenue
described, including monthly licensing fees, hardware sales, project revenues, etc.
Describe the nature of each revenue type and the timing of revenue recognition. Also,
ensure that your policy disclosures and revenue recognition comply with the current
revenue guidance in ASC 606 and include the applicable adoption disclosures pursuant to
ASC 606-10-65-1.
Concentration, page 40
10.We note from your liquidity discussion that revenue from three customers comprised
approximately 45% of total revenue and accounts receivable from two customer
comprised 54% of total segment accounts receivable.  Please revise to include a
discussion of concentration of credit risk associated with these customer pursuant to ASC
275-10-50-18.  Also, separately disclose the total revenue from each customer that
provided more than 10% of your revenue for each period presented.  Refer to ASC 280-
10-50-42.
Note 3. Short-Term Debt, page 46
11.Please revise here to disclose the maturity date for each of the loans and debentures
outstanding as of each period end.  Also, revise MD&A to include a discussion regarding

 FirstName LastNameDavid Ly
 Comapany NameIveda Solutions, Inc.
 October 20, 2021 Page 4
 FirstName LastName
David Ly
Iveda Solutions, Inc.
October 20, 2021
Page 4
the impact of all outstanding debt on your liquidity and capital resources and address how
you intend to repay such debt, particularly amounts that are currently past their maturity.
Refer to Item 303(a) of Regulation S-K
Consolidated Financial Statements at and for the Six Months Ended June 30, 2021, page 53
12.Please revise to label your interim financial statements as "unaudited" where appropriate.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Megan Akst, Senior Staff Accountant, at (202) 551-3407 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Alexandra Barone, Staff
Attorney, at (202) 551-8816 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Peter Campitello

CORRESP
1
filename1.htm

Iveda Solutions, Inc.

1201 S. Alma School Road

Suite 8500

Mesa, Arizona 85210

May 12, 2015

VIA EDGAR

Securities and Exchange Commission

Mail Stop 3561

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Ivan Griswold and Matthew Crispino

    Re:
    Iveda Solutions, Inc.

    Registration Statement on Form S-1

    File No. 333-202787

Ladies and Gentlemen:

Reference is hereby made
to our letters, filed as correspondence via EDGAR on May 7, 2015 and May 12, 2015, each requesting that the effective date of the
above-captioned Registration Statement be accelerated to 4:00 p.m., Eastern time, on Monday, May 11, 2015. The May 12, 2015 letter
is duplicative of the May 7, 2015 letter and was filed by our printer in error. We hereby formally withdraw both requests for acceleration
of effectiveness.

As of the date hereof,
we have submitted a new letter, filed as correspondence via EDGAR, requesting, in accordance with Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, that the effective date of the above-captioned Registration Statement be accelerated
to 4:00 p.m., Eastern time, on Tuesday, May 12, 2015, or as soon as practicable thereafter.

[Signature Page Follows]

    Very truly yours,

    IVEDA SOLUTIONS, INC.

    By:
    /s/ Robert J. Brilon

    Name:
    Robert J. Brilon

    Title:
    President and Chief Financial Officer

CORRESP
1
filename1.htm

Iveda Solutions, Inc.

1201 S. Alma School Road

Suite 8500

Mesa, Arizona 85210

May 7, 2015

VIA EDGAR

Securities and Exchange Commission

Mail Stop 3561

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Matthew Crispino

    Re:
    Iveda Solutions, Inc.

    Registration Statement on Form S-1

    File No. 333-202787

Ladies and Gentlemen:

In accordance with Rule
461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Iveda Solutions, Inc. (the “Company”)
hereby requests that the effective date of the above-captioned Registration Statement be accelerated to 4:00 p.m., Eastern time,
on Monday, May 11, 2015, or as soon as practicable thereafter.

The Company acknowledges
that (1) should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective,
it does not foreclose the Commission from taking any action with respect to the Registration Statement; (2) the action of the Commission
or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company
from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and (3) the Company
may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

[Signature Page Follows]

    Very truly yours,

    IVEDA SOLUTIONS, INC.

    By:
    /s/ Robert J. Brilon

    Name:
    Robert J. Brilon

    Title:
    President and Chief Financial Officer

CORRESP
1
filename1.htm

Quinn P. Williams

Tel 602.445.8344

Fax 602.445.8647

WilliamsQ@gtlaw.com

April 17, 2015

VIA UPS AND THE EDGAR SYSTEM

        United States Securities Exchange Commission

        Division of Corporate Finance

        Mail Stop 3561

        100 F Street, N.E.

        Washington, D.C. 20549

        Attention: Matthew Crispino

        Re:    Iveda Solutions, Inc.

           Registration
        Statement on Form S-1

           Filed
        March 16, 2015

           File
        No. 333-202787

        Dear Mr. Crispino:

        On behalf of Iveda Solutions, Inc., a Nevada corporation (the
        “Company”), we express our appreciation for your prompt review of the Company’s Registration Statement on Form
        S-1 (File No. 333-202787) (the “Registration Statement”) originally filed with the Securities and Exchange Commission
        (the “Commission”) on March 16, 2015, in connection with the registration for resale of up to 17,949,841 shares of
        the Company’s common stock (“Common Stock”) by the selling stockholders named in the Registration Statement (collectively,
        the “Selling Stockholders”).  We are responding to comments on the Registration Statement provided by the
        staff (the “Staff”) of the Commission by letter dated April 9, 2015.  In connection with these responses,
        the Company is filing an Amendment No. 1 to the Registration Statement on Form S-1 (“Amendment No. 1”) via EDGAR.

        The Company’s responses to the Staff’s comments
        are indicated below, directly following a restatement of each comment in bold, italicized type.  To further facilitate
        the Staff’s review, the enclosed courtesy copies of Amendment No. 1 are marked to show the revisions against the Registration
        Statement filed via EDGAR on March 16, 2015.

Greenberg
Traurig, LLP n Attorneys
at Law n WWW.GTLAW.COM

2375 East Camelback Road, Suite 700 n
Phoenix, Arizona 85016 n
Tel 602.445.8000 n
Fax 602.445.8100

General

 1. Staff Comment: 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 preferred 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 purported 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 securities on the company’s behalf. As such, please revise to clearly identify these
persons as underwriters in 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 with them acting as underwriters. Refer to Securities Act Rules Compliance and Disclosure
Interpretation 612.09, available on our website.

Company Response: For the reasons set
forth below, the Company respectfully submits that the offering to be registered pursuant to the Registration Statement is a valid
secondary offering and not an indirect primary offering in which the Selling Stockholders would be deemed “underwriters”
within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

Background

2013 Debenture Private Placement, Amendment, and
Subsequent Conversion

Pursuant to a Subscription Agreement
(the “Subscription Agreement”), between December 12, 2013 and June 30, 2014, the Company completed a private offering
with a group of accredited investors (the “2013 Investors”) in which it sold debentures (the “2013 Debentures”)
together with warrants (the “2013 Warrants”) for total net proceeds of $3,600,000 (the “2013 Debenture Private
Placement”).

Each 2013 Debenture bore interest
at 9.5% per annum, accruing monthly, and could be converted at the option of the holder, at any time, into shares of Common Stock
at a conversion price of $1.50 per share, subject to certain adjustments. Each 2013 Debenture was exercisable for a period of three
years from the original issuance date. The first interest payment became due six months from the original issuance date and continued
to be payable monthly, unless the Company elected to roll the accrued interest into the principal amount. On the maturity date,
the Company was required to pay to the holders of the 2013 Debentures the outstanding principal amount together with any accrued
but unpaid interest owed on the 2013 Debenture, either in cash or by converting the amount owed into shares of Common Stock using
a conversion price of $1.50 per share.

Each 2013 Investor also received
a 2013 Warrant to purchase the number of shares of Common Stock equal to 15% of the face value of such investor’s 2013 Debenture
divided by the exercise price of $1.65 per share, which is subject to adjustment upon certain events, such as stock splits, combinations,
dividends, distributions, reclassifications, mergers, or other corporate change. The 2013 Warrants are exercisable for a period
of five years from the original issuance date. The Company issued 2013 Warrants having the right to acquire, in the aggregate,
327,273 shares of Common Stock, which, if exercised, will provide the Company with gross proceeds of approximately $245,455, based
on the adjusted exercise price of $0.75 per share.

Greenberg Traurig,
LLP
n  Attorneys
at Law  n
 WWW.GTLAW.COM

PHX 331443228v1

In connection with the 2013 Debenture
Private Placement, the Company also issued warrants to purchase 199,243 shares of Common Stock to Source Capital, Inc., the placement
agent, as compensation for its services (the “2013 Debenture Placement Warrants”). The 2013 Debenture Placement Warrants
are exercisable for a period of four years at an exercise price of $1.65 per share of Common Stock. If exercised, the 2013 Debenture
Placement Warrants will provide the Company with gross proceeds of approximately $149,432, based on the adjusted exercise price
of $0.75 per share.

Effective December 1, 2014, the
Company entered into a Debenture and Warrant Amendment (the “Debenture and Warrant Amendment”) with all of the 2013
Investors. As a result of the Debenture and Warrant Amendment, on December 9, 2014, each 2013 Debenture automatically converted
into shares of the Company’s Series A Preferred Stock at a conversion price of $1.00 per share, and any accrued but unpaid
interest on the 2013 Debentures was carried forward as an accrued dividend on the Series A Preferred Stock. The Company also amended
the terms of the 2013 Warrants to reduce the exercise price from $1.65 per share of Common Stock to $1.00 per share of Common Stock.
The exercise price of the 2013 Warrants was adjusted again to $0.75 per share as a function of the anti-dilution provisions applied
to the sale of Series B Preferred Stock as described below. As inducement to enter into the Debenture and Warrant Amendment, the
Company issued to the 2013 Investors additional warrants (the “Inducement Warrants”) to purchase an aggregate of 218,165
shares of Common Stock at an exercise price of $1.00 per share, which exercise price has been adjusted to $0.75 per share as a
function of the anti-dilution provisions applied to the sale of Series B Preferred Stock. If exercised, the Inducement Warrants
will provide the Company with gross proceeds of approximately $163,623. Each 2013 Investor received an Inducement Warrant to acquire
the number of shares of Common Stock equal to 66.67% of the number of shares issuable under such investor’s 2013 Warrant,
which is exercisable for a period of five years. Pursuant to the Debenture and Warrant Amendment, the Company issued an aggregate
of 3,600,000 shares of Series A Preferred Stock in exchange for the cancellation of the 2013 Debentures, based on the conversion
rate of $1.00 per share. The conversion price adjusted to $0.97 per share as of January 23, 2015, as a function of the anti-dilution
provisions applied to the sale of the Series B Preferred Stock. The Company did not receive any proceeds from the conversion.

In October and November 2014,
the Company sold additional debentures having the same terms as those in the 2013 Debenture Private Placement. In connection with
the Debenture and Warrant Amendment, the Company entered into a Debenture Conversion Agreement with the additional debenture holders,
pursuant to which the debentures were converted into shares of the Company’s Series A Preferred Stock having the same rights
granted in the Debenture and Warrant Amendment.

Greenberg Traurig,
LLP
n  Attorneys
at Law  n
 WWW.GTLAW.COM

PHX 331443228v1

2015 Private Placement

On January 23, 2015, the Company
completed the initial closing of a private placement of 265 shares of its Series B Preferred Stock at a purchase price of $10,000
per share (the “Original Issue Price”), together with Tranche A Warrants to acquire 1,766,665 shares of Common
Stock at an initial exercise price of $1.00 per share and Tranche B Warrants to acquire 1,766,665 shares of Common Stock
at an initial exercise price of $1.10 per share, and as of March 12, 2015, the Company had sold an additional 42.5 shares of its
Series B Preferred Stock for the Original Issue Price, together with Tranche A Warrants to acquire 283,333 shares of Common Stock
at an initial exercise price of $1.00 per share and Tranche B Warrants to acquire 283,333 shares of Common Stock at an initial
exercise price of $1.10 per share (collectively, the “Private Placement”), with a number of new and existing institutional
investors (collectively, the “Investors”). The Private Placement was made pursuant to a Securities Purchase Agreement,
dated January 16, 2015, as amended (the “Purchase Agreement”), between the Company and the Investors. The Series B
Preferred Stock is convertible into shares of Common Stock (the “Conversion Shares”) at an initial conversion rate
equal to the Original Issue Price divided by $0.75 (the “Conversion Price”). The Conversion Price is subject to certain
adjustments as set forth in the Certificate of Amendment to the Company’s Articles of Incorporation filed with the Secretary
of State of the state of Nevada on January 15, 2015. The Tranche A Warrants have an 18 month term and the Tranche B Warrants have
a five year term.

Each Tranche A Warrant is convertible
at the option of the holder, at any time, into shares of Common Stock equal to one half of the number of Conversion Shares. Each
Tranche B Warrant is convertible at the option of the holder, at any time, into shares of Common Stock equal to one half of the
number of Conversion Shares. Both the Tranche A and Tranche B Warrants have a cashless exercise feature.

As a result of the 2015 Private
Placement, the Company issued (i) 312.5 shares of Series B Preferred Stock, which are convertible into 4,166,663 shares of Common
Stock, (ii) Tranche A Warrants to acquire a total of 2,165,831 shares of Common Stock at an exercise price of $1.00 per share,
and (iii) Tranche B Warrants to acquire a total of 2,165,831 shares of Common Stock at an exercise price of $1.10 per share.

The Company also issued Tranche
A Warrants to acquire 82,500 shares of Common Stock and Tranche B Warrants to acquire 82,500 shares of Common Stock (collectively,
the “Northland Warrants”) to Northland Securities, Inc. (“Northland”), the placement agent, and certain
affiliates of Northland, as compensation for their services. The terms of Northland Securities’ engagement require that the
Company treat the shares of Common Stock issuable upon the exercise of the Northland Warrants as Registrable Securities under the
Registration Rights Agreement.

Greenberg Traurig,
LLP
n  Attorneys
at Law  n
 WWW.GTLAW.COM

PHX 331443228v1

In connection with the Purchase
Agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the
Investors. The terms of the Registration Rights Agreement require the Company to file a registration statement with the Commission
covering at least 135% of the Registrable Securities (as defined in the Registration Rights Agreement) not already covered by an
existing and effective registration statement within 20 days of the closing date of the Private Placement (the “Filing Deadline”).
On February 12, 2015, the Company entered into an Amendment to the Registration Rights Agreement (the “Amendment”)
with the Investors to extend the Filing Deadline to March 16, 2015 (the “Extended Filing Deadline”). The Registration
Rights Agreement, as amended, requires the Company to use its commercially reasonable efforts to cause each registration statement
to be declared effective as soon as practicable and no later than 90 days following the Extended Filing Deadline (120 days following
the Extended Filing Deadline if the Company receives comments from the Commission about its registration statement) (the “Effectiveness
Deadline”). If the Company fails to file a registration statement by the Filing Deadline or Extended Filing Deadline, as
applicable, or a registration statement fails to be declared effective by the Effectiveness Deadline, among other events (each
an “Event”), the Company is required to pay to each Investor, on the business day immediately following the Filing
Deadline or the Extended Filing Deadline, as applicable, and on each monthly anniversary of the Filing Deadline or the Extended
Filing Deadline, as applicable, thereafter, liquidated damages equal to 1.5% of the aggregate purchase price paid by such Investor
until the Event is cured or until the Registrable Securities are eligible for resale pursuant Rule 144 without manner or volume
restrictions. The Registration Rights Agreement does not grant piggyback registration rights to any other stockholders, except
as set forth in the Purchase Agreement, which incorporates piggyback registration rights granted to holders of shares of Series
A Preferred Stock and certain warrantholders.

Rule 415

Rule 415 permits the registration
of offerings to be made on a delayed or continuous basis subject to certain conditions. An at-the-market offering “by or
on behalf of the registrant” may be made under Rule 415 only if the registrant is eligible to register primary offerings
on Form S-3 or F-3. The Company agrees with the Staff’s analysis that the Company is currently not eligible to use Form S-3
and is therefore unable to rely on Rule 415 to conduct a primary offering. In the event that the offering registered by the Registration
Statement is characterized as a primary offering by or on behalf of the Company, (i) the offering would have to be made on a fixed
price basis (i.e., the Selling Stockholders would not be able to sell their securities at prevailing market prices), (ii)
the Selling Stockholders would be deemed to be “underwriters,” and (iii) in accordance with the Staff’s longstanding
interpretive position, the Selling Stockholders would be unable to rely on Rule 144 to effect resales of their securities.

Greenberg Traurig,
LLP
n  Attorneys
at Law  n
 WWW.GTLAW.COM

PHX 331443228v1

The Company has reviewed the
Staff’s historical guidance regarding the distinction between secondary offerings and indirect primary offerings,
including Securities Act Rules Compliance and Disclosure Interpretation (“CD&I”) 612.09, which articulates
the factors to be considered in determining whether a purported secondary offering is really an indirect primary
offering:

It is important to identify
whether a purported secondary offering is really a primary offering, i.e., the selling shareholders are actually underwriters selling
on behalf of an issuer. Und

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

May 14, 2012
Via E-mail
Lynne Phillis, Controller
Iveda Solutions, Inc.
1201 South Alma School Road
Suite 8500 Mesa, Arizona  85210

Re: Iveda Solutions, Inc.
File No. 0-53285
September 30, 2011 Form 10-Q Filed November 14, 2011

Dear Ms. Phillis:
We have completed our review of your filing. We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
  /s/ Terence O’Brien
Terence O’Brien Accounting Branch Chief

CORRESP
1
filename1.htm

[Letterhead of Iveda Solutions, Inc.]

April 12, 2012

Via E-mail

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 March 22, 2012 in connection
with the above-referenced filings.

Megasys Acquisition

Comment 1:

In explaining why only $20,000 was allocated to acquired
Megasys customer relationships, you assert that only a minimal amount of future revenue was expected from this asset because “Megasys,
on its own, does not share the same capabilities of recurring revenue business model” and that the “Megasys contract
installation model does not imply a capability of receiving recurring cash flows from previous customers.” These representations
are not consistent with your other disclosures and assumptions. Specifically, in your July 7, 2011 press release, your President
and CEO attributed Megasys Taiwan’s $800,000 contract with the Taipei Police Department as the result of “years of
experience of the Megasys team deploying safe city projects in Asia.” The Megasys Chairman is also quoted therein emphasizing
the value of this customer relationship. In your January 11, 2012 press release, aside from emphasizing “Megasys’
dominance in SafeCiti deployments in the region,” the Megasys general manager specifically attributes the $2.2 million
SafeCiti contract to the performance by Megasys on other similar projects for this customer. The pattern of recurring revenue from
existing customer relationships is also reflected in your disclosure of major customer A in Note 3 to the audited Megasys
financial statements. We also understand your fair value assumption that the significant impact of personal relationships with
customers mitigated the value assigned to acquired Megasys trademarks. Consequently, there does not appear to be a factually supportable
basis for the determination that Megasys lacked an ability to generate future sales from existing 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. Alternatively, please provide us with a schedule showing the revenue recognized in each of the prior 5 years from
each of the key customers touted in your January 24, 2011 press release and identify the customers referenced as A and B in
the Megasys financial statements.

Terence O’Brien, Accounting
Branch Chief

U.S. Securities Exchange Commission

April 12, 2012

Page 2

Response:

Although MegaSys has significant experience
in SafeCiti deployments, the Company believes that MegaSys’ current equipment sales and installation model does not create
customer relationships that imply a capability of receiving recurring cash flows on future projects. Each new SafeCiti project,
including each project for the New Taipei City Police Department, must be presented to the public for bidding through open tender.
For each tender, the opportunity for MegaSys to win the project is equal to its competitors and being awarded a contract in the
past does not guarantee winning the current project. Therefore, the Company does not consider this process to be a traditional
recurring revenue model.

The Company considers MegaSys’ previous
customers to be a customer base that provides an available market for the Company. It does not consider such customers to be established
relationships that are identifiable intangible assets. By contrast, for example, our parent corporation has a traditional recurring
revenue model under which we have renewable monthly contracts to provide ongoing services to our customers. MegaSys has no similar
assurance of receiving recurring revenues.

We have attached as Exhibit A a schedule
showing the revenue recognized in each of the prior five years from MegaSys’ 25 largest customers. As demonstrated by this
schedule, only three customers out of the 25 on the list were repeat customers. With respect to the customers identified in the
January 24, 2011 press release that are not listed in Exhibit A (Beijing Capital Airport, China HSBC Bank, Egypt – Pyramids
of Giza, Hong Kong IBM Asia Headquarters, Malaysia – Prime Minister’s Residence, Regal Hong Kong Hotel and Shanghai
China Bank), we note that these were customers of MegaSys Hong Kong prior to the acquisition of MegaSys Taiwan by Iveda Solutions,
Inc. MegaSys Taiwan, MegaSys Hong Kong and MegaSys Singapore, although separate companies, have a close informal relationship typical
in Asian companies in which resources and talent are occasionally shared. Therefore, although these customers utilized the MegaSys
platform, the contract revenue was recorded by MegaSys Hong Kong.

Terence O’Brien, Accounting
Branch Chief

U.S. Securities Exchange Commission

April 12, 2012

Page 3

In Note 3 of the MegaSys financial statements
for the period ended December 31, 2011, Customer “A” is the New Taipei City Police Department and Customer “B”
is Taoyuan County Pingzhen City Government Office.

Comment 2:

We understand that the contingent consideration includes
the issuance of $800,000 of stock in December 2012 if Megasys generates a $1.3 million increase in SafeCity project net revenue.
We also understand that you assumed that all contingent consideration would be paid and have recognized $1.6 million as the
fair value of the total contingent consideration (91% of your goodwill balance). In your response, you state that “The SafeCity
project is the primary component of Megasys’s contractual backlog.” However, it does not appear that the $1.3 million
assumed increase in SafeCity project revenue has been included in your acquired backlog asset calculation given that such calculation
only assumes $952,000 of revenue. Further, we note that your backlog asset calculation does not include any contracts extending
beyond October 31, 2011 (six months from Valuation Date). Also, your response is not consistent with the SafeCity expected
revenue assumptions outlined in Exhibit 1.B to the Valuation Report. Moreover, we understand that in assuming at the valuation
date that the $1.3 million milestone would be reached, you projected that a material amount of the SafeCity revenue would
be generated from the Taipei Police Department given your historical, current and expected future business with this customer.
As previously observed, 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.

Response:

The backlog asset calculation of $952,000
of revenue covers a period of six months only, from the valuation date of April 30, 2011 through October 31, 2011. Since SafeCiti
projects represent a substantial amount of this backlog value, the Company believed that it was reasonable to assume that MegaSys
could achieve the $1.3 million target over the measurement period of 2.5 years (July 1, 2010 to December 31, 2012). As shown in
Exhibit 1.B, expected revenue from SafeCiti in 2011 and 2012 is anticipated to be $1.5 million, which is sufficient to support
the $1.3 million revenue increase milestone for the same time period.

Terence O’Brien, Accounting
Branch Chief

U.S. Securities Exchange Commission

April 12, 2012

Page 4

As of December 31, 2011 the carrying value
of the backlog asset of $130,000 is now fully amortized since its useful life of six months has expired. Please refer to Note 1
in the Financial Statements to the Form 10-K filed on March 30, 2011 under the section heading Intangible Assets and Goodwill.

Comment 3:

We understand that the $600,000 of purchase price contingent
on Megasys 2011 net income will not be paid since Megasys did not generate the earnings milestone. Please tell us how this impacted
your December 31, 2011 goodwill impairment analysis.

Response:

The $600,000 profit-oriented earnout did
not have to be paid since MegaSys did not achieve at least $300,000 post-tax net income for the year ended December 31, 2011. The
loss for the year that MegaSys sustained would generally indicate a decline in MegaSys’s market value. In addition, the missed
earnout also creates a decline in the book value on the balance sheet because the goodwill contemplates the earnout. Accordingly,
our view is that the difference between market value and book value should reflect at a minimum the $600,000, and should likely
exceed that earnout amount based on the performance of the Company. To substantiate these views, the Company entered into a new
engagement with a valuation company to perform an analysis of goodwill impairment as of December 31, 2011. After such engagement
was completed, it was determined that the implied goodwill should be valued at $841,000 and, accordingly, we recorded an impairment
of goodwill of $955,710 in the Form 10-K filed on March 30, 2012. Please refer to Note 1 in the Financial Statements to the Form
10-K filed on March 30, 2012 under the section heading Intangible Assets and Goodwill for a detailed calculation.

Comment 4:

Given that Megasys only generated $23,490 net income in the
first four months of 2011, please clearly explain of all the factors you considered in determining that the 2011 $300,000 net income
milestone would be met. Specifically address the data in Exhibit 7.A of the valuation report which plainly indicates that
this milestone would not be met. In addition, clearly explain how you determined that the $1.3 million revenue increase milestone
would be met given the substantial decline in projected revenue assumed in the valuation report. Compliance with ASC 805-30-25-5
should be clearly evident.

Terence O’Brien, Accounting
Branch Chief

U.S. Securities Exchange Commission

April 12, 2012

Page 5

Response:

The Company believes that the $300,000 net
income target for the period ended December 31, 2011 was a reasonable milestone based on the information available on the April
30, 2011 valuation date. The factors considered by the Company on this valuation date were historical net income trends, the value
of the existing customer backlog and management’s revenue estimates for calendar year 2011. The net income of $23,490 for
the first four months of 2011 had no bearing on our determination of the $300,000 net income milestone because the earnout was
measured against the annual performance estimate of $304,000. In Exhibit 7.A, the 2011 fiscal year after-tax profit is only $204,000
because it includes only eight months of projected revenue (from May 1, 2011 to December 31, 2011). The forecast period did not
include the first four months of 2011. Annualized, the after-tax profit for 2011 would exceed the $300,000 net income milestone.
In addition, the projected total revenues for 2011 and 2012 in Exhibit 7.A total $3.3 million. As mentioned in our response to
Comment 2, the $1.3 million target had a measurement period of 2.5 years. Exhibit 7.A does not include the period before the acquisition
date of April 30, 2011, which includes an additional ten months in which SafeCiti revenue can be earned.

Iveda acknowledges that:

 · Iveda is responsible for the adequacy and accuracy of the disclosure in the filing;

 · Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action
with respect to the filing; 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.

Sincerely,

/s/ Lynne Phillis

Lynne Phillis

Controller, Iveda Solutions, Inc.

Exhibit A

    Major Customers
    2011
    2010
    2009
    2008
    2007

    1
    Shanghai Commercial & Savings Bank
    $98,748
    $26,670

    2
    Taipei County Police Bureau
     44,035
    4,309,208
    $1,951,982

    3
    New Taipei City Police Department
    964,573

    4
    Taiwan International Airport

    107,130

    5
    Taiwan Stock Exchange
    220,705

    210,657

    6
    Taoyuan County Pingzhen City Government Office

    769,925

    7
    Korea Digital Communication Co. Ltd.

    $131,849

    8
    SYSTEX Corporation

    95,595

    9
    Taoyuan County Council

    56,227

    10
    Fu-Tai Engineering Co., Ltd

    52,780

    11
    Provider Technology Pte. Ltd.

    52,337

    12
    Tai-Kun hydropower

    51,324

    13
    Tasa Meng Duty Free Shop

    43,584

    14
    Sole-Vision Technology Pte. Ltd.

    38,454

    15
    Industrial Technology Research Institute of Taiwan

    36,672

    16
    Vsprite Co., Ltd

    27,569
    $74,349

    17
    Hosuei Corporation

    357,873

    18
    Taiwan Power Company

    250,728

    19
    Sunsky International Ltd.

    153,448

    20
    HannStar Display Corp

    103,132

    21
    Ever Rich Duty Free Shop

    92,652

    22
    CECI Engineering Consultants, Inc.

    68,769

    23
    Cotech Engineering Corporation

    67,616

    24
    AnexTEK Global Inc.

    66,555

    25
    Evertech Electronics Ltd.

    65,182

    $1,410,163
    $5,105,803
    $2,269,769
    $586,391
    $1,300,303

    In 2010, Taipei County was reformed to be New Taipei City. New Taipei City Police Department was previously known as Taipei County Police Bureau.

CORRESP
1
filename1.htm

[Iveda Letterhead]

April 5, 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. (the “Company”)
hereby submits this letter confirming the one-week extension of the deadline to file the Company’s response to your comment
letter dated March 22, 2012 regarding the above-referenced filings. The Company requires the additional time due to delays caused
by the recent filing of its Form 10-K for the fiscal year ended December 31, 2011 and by a public holiday in Taiwan and Hong Kong.
As agreed in your email correspondence dated April 5, 2012, the Company will provide its response no later than April 12, 2012.

Sincerely yours,

/s/ Lynne Phillis

Lynne Phillis

Controller

Iveda Solutions, Inc.

March 22, 2012
Via E-mail
Lynne Phillis, Controller
Iveda Solutions, Inc.
1201 South Alma School Road
Suite 8500 Mesa, Arizona  85210

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 Ms. Phillis:
 We have reviewed your response letter filed March 7, 2012 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosu re. Please respond to this letter  within ten business days by
providing the requested information and amendm ents or by advising us when you will provide
the requested response.  If you do not beli eve our comments apply to your facts and
circumstances, please tell us why in your res ponse. After reviewing the information you provide
in response to these comments, we  may have additional comments.
 Megasys Acquisition

1. In explaining why only $20,000 was alloca ted to acquired Megasys customer
relationships, you assert that only a minimal am ount of future revenue  was expected from
this asset because “Megasys, on its own, does not share the same capabilities or recurring
revenue business model” and that the “Meg asys contract installation model does not
imply a capability of receiving recurring cas h flows from previous customers.” These
representations are not consistent with  your other disclosures and assumptions.
Specifically, in your July 7, 2011 press releas e, your President and CEO attributed
Megasys Taiwan’s $800,000 contract with the Ta ipei Police Department as the result of
“years of experience of the Megasys team de ploying safe city projects in Asia.” The
Megasys Chairman is also quoted therein emphasizing the value of this customer
relationship. In your January 11, 2012 press release, aside from emphasizing “Megasys’
dominance in SafeCiti deployments in the region,” the Megasys general manager specifically attributes the $2.2 million SafeC iti contract to the performance by Megasys
on other similar projects for this customer. Th e pattern of recurring revenue from existing
customer relationships is also reflected in your  disclosure of major customer A in Note 3
to the audited Megasys financial statem ents. We also understand your fair value
assumption that the significant impact of pers onal relationships with customers mitigated
the value assigned to acquired Megasys trad emarks. Consequently, there does not appear
to be a factually supportable basis for the dete rmination that Megasys lacked an ability to

Ms. Lynne Phillis
March 22, 2012 Page 2 of 2
 generate future sales from existing customer  relationships. If you e xpect that your final
purchase price allocation for this asset will be materially revised, then please provide us
with relevant details. Alternatively, pleas e provide us with a schedule showing the
revenue recognized in each of the prior 5 years from each of the key customers touted in
your January 24, 2011 press release and identify the customers referenced as A and B in
the Megasys financial statements.

2. We understand that the contingent consid eration includes the issuance of $800,000 of
stock in December 2012 if Megasys generates a $1.3 million increase in SafeCity project
net revenue. We also understand that you assu med that all contingent consideration
would be paid and have recognized $1.6 million as  the fair value of the total contingent
consideration (91% of your goodwill balance). In your resp onse, you state that “The
SafeCity project is the primary component of  Megasys’s contractual backlog.” However,
it does not appear that the $1.3 million assumed increase in SafeCity project revenue has been included in your acquired backlog asset ca lculation given that such calculation only
assumes $952,000 of revenue. Further, we note that your backlog a sset calculation does
not include any contracts ex tending beyond October 31, 2011 (six months from Valuation
Date). Also, your response is not consiste nt with the SafeCity expected revenue
assumptions outlined in Exhibit 1.B to th e Valuation Report. Moreover, we understand
that in assuming at the valuation date that  the $1.3 million milestone would be reached,
you projected that a material amount of the SafeCity revenue would be generated from
the Taipei Police Department given your histor ical, current and expected future business
with this customer. As previously observed, 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 e xpected valuation of this asset.

3. We understand that the $600,000 of purchase  price contingent on Megasys 2011 net
income will not be paid since Megasys did not generate the earnings milestone. Please tell us how this impacted your December 31, 2011 goodwill impairment analysis.

4. Given that Megasys only generated $23,490 net in come in the first four months of 2011,
please clearly explain of a ll the factors you considered in determining that the 2011
$300,000 net income milestone would be met. Sp ecifically address the data in Exhibit
7.A of the valuation report which plainly indi cates that this milest one would not be met.
In addition, clearly explain how you determin ed that the $1.3 milli on revenue increase
milestone would be met given the substantial decline in projected revenue assumed in the
valuation report. Compliance with ASC 805-30-25-5 should be clearly evident.
        You may contact Al Pavot, Staff Account ant, at (202) 551-3738 or me at (202) 551-3355 if
you have any questions.
Sincerely,
  /s/ Terence O’Brien
 Terence O’Brien Accounting Branch Chief

CORRESP
1
filename1.htm

[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

CORRESP
1
filename1.htm

[Iveda Letterhead]

February 3, 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. (the “Company”)
hereby submits this response to the letter dated January 23, 2012 (the “January Comment Letter”) of the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the above-referenced filings.

As discussed with Al Pavot of the Staff
on February 2, 2012, the Company respectfully requests an extension of time to respond to the Commission’s comments. The
Company expects to be in a position to provide its response no later than April 3, 2012.

The Company has entered into a new engagement
with the Strategic Equity Group, an independent valuation firm hired by the Company in connection with the acquisition of Sole-Vision
Technologies, Inc. (“MegaSys”), to perform impairment testing of goodwill carried on the Company’s financial
statements and evaluate the status of the original purchase allocation. The Company is evaluating whether there will be a material
change in our goodwill valuation based on the operating results of MegaSys in the year ended December 31, 2011. In addition, the
Company is currently engaged with its annual audit and our auditors will be testing the original purchase price allocation and
any updated impairment results.

With respect to your request in comment
3 in your January 23, 2012 letter, the Company will amend the Form 10-K filed on March 30, 2011 to include the Disclosure Schedule
to the Share Exchange Agreement no later than February 8, 2012.

If the Staff is in agreement with this
request for additional time to respond, the Company will provide a comprehensive response to the January Comment Letter on or before
April 3, 2012.

Thank you for your consideration of this
request.

Sincerely yours,

/s/ Lynne Phillis

Lynne Phillis

Controller

Iveda Solutions, Inc.

January 23, 2012
Via E-mail
Lynne Phillis, Controller
Iveda Solutions, Inc.
1201 South Alma School Road
Suite 8500 Mesa, Arizona  85210

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 Ms. Phillis:
 We have reviewed your filings and your November 3, 2011 and December 29, 2011
response letters and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure . Please respond to this
letter within ten business days by providing th e requested information and amendments or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstan ces, please tell us why in your  response. After reviewing the
information you provide in response to these comments, we may have additional comments.
  Prior Comment 3

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 Exch ange, Taiwan’s International Airport,
Shanghai Commercial and Sa vings Bank, Taipei County Po lice Bureau and Traffic
Control, Beijing Capital Airport, Ho ng Kong HSBC ATM System , China HSBC Bank
(Guangzhou), Malaysia – Prime Ministe r’s Residence, Hong Kong IBM Asia
Headquarters, Regal Hong Kong Hotel, Shangha i 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 inta ngibles. However, we understand that only
$20,000 out of the $2.1 million preliminary aggreg ate 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 maintenan ce fees with a 33% customer turnover
assumption while ignoring other cash flows exp ected to be generated from this group of
acquired key customers. Given that you purpos efully identified and touted these key
customers as a benefit of the merger, inve stors may reasonably assume that you pursued
the merger expecting this acquired customer ba se to be a material source of future cash
flows. Your July 7, 2011 and January 11, 2012 pr ess releases are cons istent with this

Ms. Lynne Phillis
January 23, 2012 Page 2 of 4
 understanding and clearly indicate that subs tantial immediate non-maintenance related
cash flows will be generated.  Further, the revenue projections in Exhibit 7.A of your
valuation report presumably in corporate assumed future non-maintenance sales from the
acquired customer relationships. If you exp ect that your final pur chase price allocation
for this asset will be materially revised, then please provide us with relevant details.

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 th e 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 alerti ng investors that the key customers
touted in your January 24, 2011 Form 8-K ar e not actually expected to generate any
material future revenue and r econcile that assumption, if possi ble, 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.

3. In the Exhibit 2.5 that yo u filed on March 30, 2011, the following terms were fully
described, highlighted in boldface type, a nd assigned specific definitions: Megasys
Products; Megasys Proprietary Rights; a nd Megasys Components. ASC 805-20-55-38
contains specific guidance regarding the need to recognize the fair va lue of such acquired
identified intangibles. However, it is not clea r 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 detail ed 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 investor s (including participants in your post-merger private
placements) may not understand that the acq uired technology described in your prior
filings does not actually exist. File the MegaSy s Disclosure Schedule th at 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, th en provide us with relevant details.

4. We understand that $1.6 million of purchase price was allocated to the 2 million shares of
contingent consideration presumably ba sed on an expectati on that all of the
corresponding financial milestones will be sa tisfied. If you assume that Megasys will
collect at least $1.3 million in net revenue relate d 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

Ms. Lynne Phillis
January 23, 2012 Page 3 of 4
 valuation of this asset. Also, identify the costs that are deducted in calculating “net
revenue” as it applies to the applicat ion of that contractual provision.

5. Please tell us whether any audit procedur es have been applied to the July 14, 2011
valuation report. If so, then please tell us whic h audit firm audited the valuation report. In
this regard, we note the guidance in AU S ection 328 of the Codification of Auditing
Standards.

6. If you are seeking confidential treatment for the valuation report, then please submit a
request that is clearly complia nt with either Rule 83 or 12b24.
 Prior Comment 7

7. Your November 3, 2011 letter stated you woul d provide responsive disclosures however
the required information was not disclosed in your September 30, 2011 Form 10Q. Please
expand MD&A in the amended Form 10Q and in future filings to quantify and explain changes in your Days Sales Outstanding or receivables turnover. E xplain how the age of
your receivables compares with the standa rd payment terms granted to customers.
Disclose whether the paymen t terms of your U.S. and foreign businesses materially
differ. Since the aging of your receivables por tfolio has materially increased, discuss the
extent to which this imp acted your allowance for doubtful accounts and quantify the
allowance amount at each Balance Sheet date . Quantify the amount of receivables over
120 days old and identify the specific fact ors you evaluated in concluding that such
amounts are collectible. Your September 30, 2011 receivables balance comprises 82% of
your reported revenue for the 6 months then -ended. Consequently, it appears that you
have not been able to collect a substantia l amount of your reported sales. Please read
Section 501.13.b.1 of the Financ ial Reporting Codification.
 Prior Comment 6

8. Your November 3, 2011 letter stated you woul d provide responsive disclosures however
the required information was not disclo sed in your September 30, 2011 Form 10Q.
Please expand Note 1 in the amended Form 10Q to provide the reportable segment disclosures for your Iveda and your Me gaSys segments pursuant to ASC 280-10.
 Prior Comment 8

9. Your November 3, 2011 letter stated you woul d provide responsive disclosures; however,
the required information was not disclo sed in your September 30, 2011 Form 10Q.
Please expand MD&A in the amended Form 10Q to disclose whether there are any legal
or economic factors that materially impact your ability to transf er funds between your
domestic and foreign businesses. If ther e are any circumstances under which such
transfers may be restricted or  otherwise infeasible, then your liquidity disclosure in
MD&A should be disaggregated to separately analyze the liquidity of your domestic and
foreign businesses. Please read Section 501.09.b of the Financial Reporting Codification.

Ms. Lynne Phillis
January 23, 2012 Page 4 of 4
 June 30 and September 30, 2011 Forms 10-Q

10. Based on our December 15, 2011 conference call a nd the data in Exhibit 7.A of the July
14, 2011 valuation report, we understand that you expected a subs tantial decline in
Megasys revenue and cash flow commenci ng immediately after the merger and
throughout the forecast period. There is a concern that investors (including participants in
your post-merger private placements) may ha ve been surprised by the post-merger
Megasys losses reported in your 2011 Form s 10Q given that the Megasys operating
results filed in your July 15, 2011 form 8-K re flected profitable operations. Pursuant to
Sections 501.02 and 501.13 of the Financial Repo rting Codification, MD&A disclosure is
required for known events and circumstances that you reasonably expect will have a
material unfavorable impact on future operati ng results, or that indi cate that historical
operating results are expected to materially  differ from future operating results. The
projections in the valuation repor t differ materially from histor ical results, so presumably
there were known adverse fact ors which materially impacted the projections. Please file
amendments to the MD&A sections of your Forms 10-Q and disclose the basis for your
adverse projections and clearly explai n why Megasys ceased being profitable
immediately after the merger. If the decline in future Megasys sales and income is attributable to a strategic shift from a hardware-based business model to a cloud-based
business model, then explai n your rationale for changing the Megasys business model
given that the projected financial impact appears to be negative.

11. Please amend the filings to include a signa ture from Lynne Phyllis, the Principal
Financial and Accounting Officer. See Part G of the Form Instructions.

You may contact Al Pavot, St aff Accountant, at (202) 551- 3738 or me at (202) 551-3355
if you have any questions.
Sincerely,
   /s/ Terence O’Brien
Terence O’Brien Accounting Branch Chief

CORRESP
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    Unassociated Document

[Letterhead of Iveda Solutions, Inc.]

December  29, 2011

United States Securities and Exchange Commission

Terence O’Brien, Accounting Branch Chief

Washington, D.C. 20549

Re:  File No. 0-53285

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

Dear Mr. O’Brien:

Iveda Solutions, Inc. (“Iveda”) hereby provides this letter in response to your comment letter dated October 20, 2011, specifically item number three.   Iveda is also providing the report titled “Valuation of Certain Intangible Assets Acquired Under ASC Topic 805 as of April 30, 2011” by the Strategic Equity Group” (the “Valuation Report”).

June 30, 2011 Form 10-Q

Comment 3:  We note that the Share Exchange Agreement identifies specific intangibles acquired in the acquisition such as patents, copyrights, technology, software, software tools, know-how, processes, trade secrets, trademarks, service marks, trade names, internet domain names, other proprietary rights,  MegaSys Products, licenses, MegaSys Components, and Material Contracts. We also understand that the acquired property, plant and equipment (PP&E) had an initial cost basis of approximately $250,000. It is not clear why your preliminary purchase price allocation excluded any fair value adjustment for the  PP&E. It is also unclear why only 15% of the amount allocated to goodwill and intangibles was assigned to identified intangible assets. Please give us the appraisals and other fair value documentation you  used to allocate your purchase price. Alternatively, if you have made subsequent adjustments to the preliminary allocation materially increasing the amounts assigned to identified intangible assets subject to amortization and to PP&E, then please advise us about such adjustments. Compliance with ASC 805-20-25 should be clearly evident.

Response:   Although the representations and warranties of MegaSys in Section 2.8 of the Share Exchange Agreement with respect to MegaSys’s proprietary rights to intangible assets cover a broad list of intangibles (such as patents, copyrights, technology, software, software tools, know-how, processes, trade secrets, trademarks, service marks, trade names, internet domain names, other proprietary rights, MegaSys Products, licenses, MegaSys Components), the only intangible assets acquired in the transaction were  MegaSys’s trademarks and customer backlog, valued at $200,000 and $130,000 respectively.

Iveda’s management, Farber Hass Hurley (Iveda’s auditor) and Strategic Equity Group (“SEG”) (Iveda’s third party valuation company) recently met and reviewed the assumptions communicated by management to SEG during the initial valuation.  Those assumptions remain accurate and true as of today’s date.

1.

The MegaSys trademarks are specific to a small, local region and therefore, do not have global appeal.  SEG has concluded that there is no superior inherent value to these trademarks that would generate a better profit margin or significant additional revenue.  SEG brought to our attention that on Page 8 of the Valuation Report, their reference to multiple sources in their estimation of royalty rate for trademarks included market rates within automotive aftermarket accessories industry, was an inadvertent mistake.  Except for this mistake, SEG stands behind the calculation of these trademarks as spelled out in the valuation report and there will be no subsequent adjustments to their value.  According to them, they in fact used a broad industry overlay reviewing other SEC filings and searching such key words as “security” and “surveillance” .

2.

MegaSys does not own any proprietary hardware or software.   They do not own any patents  or proprietary rights to anything. They buy off-the-shelf equipment and software which are available to any security integrator.  MegaSys merely customizes and integrates hardware and software for specific customer application.

3.

With respect to customer backlog, the New Taipei City backlog is included in the $130,000 that we currently have recorded.  The $952,000 estimated backlog as of April 30, 2011 is split between two revenue streams – product sales and maintenance revenue at $870,000 (91%) and $82,000 (9%) respectively.  This is consistent with MegaSys’ historical revenue source allocation. For instance, for the 9 month period ending September 30, 2011, MegaSys reported to Iveda that 92% of its total revenue came from equipment sales and installation and 8% from recurring service revenue. Again, SEG stands behind their calculation with respect to the valuation of the customer backlog and there will be no subsequent adjustments to their value.

4.

The property, plant and equipment (PP&E) of MegaSys was old and almost fully depreciated; therefore, there was no material fair value to report.

5.

With respect to the 2% specific risk premium mentioned on page 11 of the Valuation Report, at a high level, it is appropriate in regards to the internal rate of return (IRR) on the cash flows of the company shown in the forecast.  The IRR is used as the base rate of return for the analysis. This is standard practice in valuation as it pertains to ASC 805.  More specifically, per SEG’s internal analyses and judgment, 1.5% of the total 2% was attributed to the nature of MegaSys' one-off contract business model, which produces a challenge in achieving future cash flows due to both the unpredictable nature of future business and the lengthy approval process in receiving and fulfilling government contracts.  The remaining half percentage is a combination of personnel risk due to dependency on a few key employees as well as geographic risk, as the Taiwan market is fairly well established and growth in the business is therefore difficult to maintain.

6.

 The 33% customer turnover rate mentioned on page 9 of the Valuation Report is an estimate based on SEG’s discussions with management.  Maintenance contracts and revenue streams are not truly recurring, because there is no current regular cash flow stream in place. Further, maintenance is only increasing as a percentage of revenue because overall revenue is expected to decline due to sunsetting installation contracts.  Maintenance in this case represents repairs and continued service done on an as-needed basis.  It is therefore possible that turnover could be higher than 33% given that MegaSys’ maintenance model at acquisition did not comprise predictable recurring service revenues. The assumption was arrived at 33% for two reasons.  One, cash flows become immaterial to value after about 3 years regardless of turnover rate selection.  Two, some clients may require additional maintenance but others don't garner much at all.  From there, SEG assumed in discussions that on average the same client might repeat maintenance every 2-3 years or so.  Because the revenue stream from maintenance is truncated as such and not regular, SEG assumed this would imply a 3 year life as a reasonable average.  This further implies a 33% turnover and thus the basis for SEG’s assumption.

7.

Iveda acquired MegaSys for the following main reasons:

·

An established presence and access to the Asian market.

·

Additional markets and revenue through acquisitions of MegaSys’ technology and distribution partners in Asia.

·

Leverage MegaSys relationships in Asia for cost effective R&D of new products and cost reduction of current products. Iveda will now be able to source products directly under a private label brand with increased margins. MegaSys was formerly a manufacturer, with founders coming from large electronic manufacturers.

·

Infrastructure equipment cost reductions through a direct OEM relationship.  Iveda now has a direct source for lower cost servers, storage devices, network switches, and Super Wifi technologies. MegaSys also brings an established relationship with global distribution potential for Iveda’s products and services.

Iveda acknowledges that:

·

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

·

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

Sincerely,

/s/ Lynne Phillis

Lynne Phillis

Controller, Iveda Solutions, Inc.

CORRESP
1
filename1.htm

    Unassociated Document

[Letterhead of Iveda Solutions, Inc.]

November  03, 2011

United States Securities and Exchange Commission

Terence O’Brien, Accounting Branch Chief

Washington, D.C. 20549

Re:  File No. 0-53285

        December 31, 2010 Form 10-K Filed March 30, 2011

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

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

Dear Mr. O’Brien:

Iveda Solutions, Inc. (“Iveda”) hereby provides this letter in response to your comment letter dated October 20, 2011.  We have reviewed the specific items requested and enclosed within is our response. The responses below have been numbered to correspond to your comment letter.

April 30, 2011 Form 8-K/A

1.

We will amend the Form 8-K by changing the word “year” to “years” to properly reflect the audit report which covers two annual periods – 2009 and 2010.

June 30, 2011 Form 10-Q

2.

In all future 10-Q filings, we will expand Note 7 to disclose the 2011 and 2012 revenue milestones attendant to the Earnout Shares and disclose the terms under which the Earnout Share payments will be adjusted if the milestones are not achieved as required by ASC 805-10-50.

3.

We would like to request an additional month to respond to the inquiries set forth in this comment.  It is a complex valuation and we require additional time to consult with our third party valuation company.

4.

In all future 10-Q filings, we will provide the detailed disclosures concerning intangible asset classes and amortization periods as required by ASC 350-30-50.

5.

In all future 10-Q filings, we will provide acquired revenue, earnings and supplemental pro forma disclosures required by ASC 805-10-50.

6.

In all future 10-Q filings, we will provide reportable segment disclosures for Iveda and Megasys segments pursuant to ASC 280-10.  We will also expand MD&A to separately discuss the operating results of each segment pursuant to Section 501.06.a of the Financial Reporting Codification.

7.

In all future 10-Q filings, we will expand MD&A to quantify and explain any changes in our Days Sales Outstanding.  We will analyze our receivables portfolio for any amounts over 120 days and we will disclose this fact.  We will also explain our basis for asserting collectability.

8.

We will disclose any legal or economic factors that may materially impact our ability to transfer funds between our domestic and foreign businesses.  Furthermore, we will disaggregate our liquidity disclosure in MD&A to separately analyze the liquidity of the domestic and foreign businesses.

9.

In all future 10-Q filings, we will explain in MD&A why our cash reserves are not used to pay down our bank loans.

Iveda acknowledges that:

·

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

·

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

Sincerely,

/s/ Lynne Phillis

Lynne Phillis

Controller, Iveda Solutions, Inc.

November 2, 2011
 Via Facsimile

Mr. David Ly Chief Executive Officer Iveda Solutions, Inc. 1201 South Alma School Road, Suite 8500 Mesa, AZ  85210
RE: Iveda Solutions, Inc.
 Item 4.01 Form 8-K/A  Filed November 2, 2011
Item 4.01 Form 8-K Filed October 21, 2011 File No. 0-53285

Dear Mr. Ly:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ Jeffrey Gordon   Jeffrey Gordon
Staff Accountant

October 25, 2011
 Via Facsimile

Ms. Luz Berg Chief Operating Officer and Corporate Secretary
Iveda Solutions, Inc. 1201 South Alma School Road, Suite 8500 Mesa, AZ  85210
RE: Iveda Solutions, Inc.
Item 4.01 Form 8-K Filed October 21, 2011 File No. 0-53285

Dear Ms. Berg:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within fi ve business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            1. Please amend your Form 8-K to specifically state whether the former accountant resigned,
declined to stand for re-election or was dismi ssed, and the specific date, as required by Item
304(a)(1)(i) of Regulation S-K.
 2. Item 304(a)(1)(ii) of Regulation S-K requires a statement whether the accountant's reports on
the financial statements for either of the pa st two years contained an adverse opinion or a
disclaimer of opinion or was qualified or m odified as to uncertainty, audit scope or
accounting principles; and a de scription of the nature of  each such adverse opinion,
disclaimer of opinion, modificat ion or qualification.  This w ould include disclosure of
uncertainty regarding the ability to continue as a going concern in the accountant’s reports.  It
appears that the reports included in your  December 31, 2010 and 2009 Forms 10-K contained
disclosure of uncertainty regarding the ability  to continue as a goi ng concern.  As such,
please revise your disclosure accord ingly in an amended Form 8-K.

Ms. Luz Berg Iveda Solutions, Inc. October 25, 2011 Page 2

 3. To the extent that you make changes to the Fo rm 8-K to comply with our comments, please
obtain and file an updated Exhibit 16 letter fr om the former accountants stating whether the
accountant agrees with the statements  made in your amended Form 8-K.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

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

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
You may contact me at (202)  551-3866 with any questions.

 Sincerely,
        /s/ Jeffrey Gordon
      Jeffrey Gordon  Staff Accountant

October 20, 2011
Via E-mail
Lynne Phillis, Controller
Iveda Solutions, Inc.
1201 South Alma School Road
Suite 8500 Mesa, Arizona  85210

Re: Iveda Solutions, Inc.   File No. 0-53285
December 31, 2010 Form 10-K Filed March 30, 2011
April 30, 2011 Form 8-K/A Filed July 15, 2011 June 30, 2011 Form 10-Q F iled August 15, 2011

Dear Ms. Phillis:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure. Please respond to this letter with in ten business days by providing the requested
information and amendment or by advising us when  you will provide the re quested response.  If
you do not believe our comments apply to your fact s and circumstances, please tell us why in
your response. After reviewing the information you provide in response to these comments, we
may have additional comments.
April 30, 2011 Form 8-K/A

1. The audit report in Exhibit 99.1 refers to the balance sheets as of December 31, 2010 and 2009,
and the related statements for the year  then ended.  Please amend the Form 8-K to provide an
audit report that covers both annual periods as required by Rule 8-04(3) of Regulation S-X.

June 30, 2011 Form 10-Q

2. In your next Form 10Q and future filings, please expand the disclosure in Note 7 to provide more
details about the acquisition. For example, pl ease disclose the 2011 and 2012 income and revenue
milestones attendant to the Earnout Shares and disclose also the terms under which the Earnout
Share payments will be adjusted if the m ilestones are not achieved. See ASC 805-10-50.

3. We note that the Share Exchange Agreement identifies specific intangibles acquired in the
acquisition such as patents, copyrights, technology, so ftware, software tools, know-how,
processes, trade secrets, trad emarks, service marks, trade names, internet domain names,
other proprietary rights, MegaSys Products, licenses, MegaSys Components, and
Material Contracts.  We also understand that  the acquired propert y, plant and equipment
(PP&E) had an initial cost basis of ap proximately $250,000. It is  not clear why your
preliminary purchase price allocation excluded an y fair value adjustment for the PP&E. It
is also unclear why only 15% of the amount  allocated to goodwill and intangibles was
assigned to identified intangible assets. Please give us the appr aisals and other fair value

Ms. Lynne Phillis
October 20, 2011 Page 2 of 3
 documentation you used to allocate your purchas e price. Alternativel y, if you have made
subsequent adjustments to the preliminary allocation materially increasing the amounts
assigned to identified intangible assets subjec t to amortization and to PP&E, then please
advise us about such adjustments. Comp liance with ASC 805-20- 25 should be clearly
evident.

4. In your next 10Q and in future filings, please provided the detailed disclosures
concerning intangible asset classes and am ortization periods re quired by ASC 350-30-50.

5. In your next 10Q and in future filings, pleas e provide the acquired revenue, earnings and
supplemental pro forma disclo sures required by ASC 805-10-50.

6. In your next 10Q and in future filings, pleas e provide the reportable segment disclosures
for your Iveda and your MegaSys segments pursuant to ASC 280-10. Also, please expand
MD&A to separately discuss the operating re sults of each segment pursuant to Section
501.06.a of the Financial Reporting Codification.

7. Given the materiality of your accounts receiv ables to your current assets and liquidity,
please expand MD&A in your next 10Q and in  future filings to quantify and explain
changes in your Days Sales Outstanding or receivables turnover. Explain whether the age
of your receivables is consistent with the st andard payment terms granted to customers. A
disaggregated analysis may be necessary if the payment terms of your U.S. and foreign
businesses materially differ. If the aging of your receivables portfolio has increased, then
discuss the extent to which this impacted  your allowance for doubtful accounts. Further,
if your receivables portfolio includes amounts over 120 days ol d then that fact should be
disclosed and your basis for asserting colle ctability explained. See Section 501.13.b.1 of
the Financial Reporting Codification.

8. In your next 10Q and in future filings, please disclose any legal or economic factors that
materially impact your ability to transfer  funds between your domestic and foreign
businesses. If there are any circumstances under which such transfers may be restricted or
otherwise infeasible, then your liquidity disc losure in MD&A should be disaggregated to
separately analyze the liquid ity of your domestic and fore ign businesses. See Section
501.09.b of the Financial Reporting Codification.

9. In your next 10Q and in future filings, pl ease explain in MD&A why your cash reserves
are not used to pay down your bank loans. In th is regard, we note th at the rate you pay on
your debt substantially exceeds the return on your cash deposits.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 adequacy of the disclosures they have made.

Ms. Lynne Phillis
October 20, 2011 Page 3 of 3
  In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

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

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Al Pavot, St aff Accountant, at (202) 551- 3738 or me at (202) 551-3355
if you have any questions.
Sincerely,
   /s/ Terence O’Brien
Terence O’Brien Accounting Branch Chief

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)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

August 12, 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.  Pre-effective Amendment 2 to Registration Statement on Form S-4  Filed August 5, 2009
File No. 333-159272

Dear Messrs. Quinn and Ly:

We reviewed the filing and have the comments below.

General

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.

Application of Critical Accounting Policies, page 68
 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

Mr. Ian Quinn
Mr. David Ly August 12, 2009 Page 2
 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.
 Note 1 – Summary of Significant Accounting Policies, page F-8

Cash and Cash Equivalents, page F-9

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.
 Closing

  As appropriate, please amend the registration statement in response to these comments.  You may wish to provide us marked courtesy copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after review of your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosures in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information that investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosures, they are responsible for the adequacy and accuracy of the disclosures that they have made.
Notwithstanding our comments, when Charmed Homes requests acceleration of the
effective date of the pending registration statement, provide a written statement from each of Charmed Homes and IntelaSight acknowledging that:
• Should the 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 delegated authority,
in declaring the filing effective, does not relieve Charmed Homes and IntelaSight

Mr. Ian Quinn
Mr. David Ly August 12, 2009 Page 3
 from their full responsibility for the adequacy and accuracy of the disclosure in the filing.

• Charmed Homes and IntelaSight may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advised that the Division of Enforcement has access to all information that you provide to the staff of th e Division of Corporation Finance in connection
with our review of the filing or in response to our comments on the filing.
 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 under 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 statements.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
 We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

 You may direct questions about comments on the financial statements and related matters to Tracey L. McKoy, Staff Accountant, at (202) 551-3772 or Melissa N. Rocha, Senior Staff Accountant, at (202) 551-376854.  You may direct questions on other comments and disclosure issues to Edward M. Kelly, Senior Couns el, at (202) 551-3728 or me at (202) 551-3765.

     Very truly yours,           Pamela A. Long      A s s i s t a n t  D i r e c t o r   cc: The Corporation Trust Company of Nevada  Agent for Service, Charmed Homes Inc.  6100 Neil Road, Suite 500

Mr. Ian Quinn
Mr. David Ly August 12, 2009 Page 4
  Reno, NV 89511   Stephen R. Boatwright, Esq.  Alicia M. Corbett, Esq.  Keller Rohrback, PLC  3101 North Central Avenue, Suite 1400   Phoenix, AZ 85012-2643

CORRESP
1
filename1.htm

    Unassociated Document

    August
12, 2009

    Pamela A.
Long

    Division
of Corporate Finance

    Office of
Manufacturing and Construction

    United
States Securities and Exchange Commission

    Washington,
DC 20549-4631

              Re:

              Charmed
      Homes Inc. Registration Statement on Form S-4

              File No.
333-159272

    Dear Ms.
Long:

    Charmed
Homes Inc. hereby requests acceleration of effectiveness for its Registration
Statement on Form S-4 (File No. 333-159272).  The effective date
requested is August 12, 2009 at 5:30 p.m. EDT.  In making this request
for acceleration, Charmed acknowledges that:

              ·

              should
      the 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 delegated
      authority, in declaring the filing effective, does not relieve Charmed
      Homes and IntelaSight from their full responsibility for the adequacy and
      accuracy of the disclosure in the filing;
and

              ·

              Charmed
      Homes and IntelaSight may not assert staff comments and the declaration of
      effectiveness 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, please contact me at (403) 831-2202.

                  Very
      truly yours,

                  /s/
      Ian Quinn

                  Ian
      Quinn

                  President

                    IntelaSight,
      Inc. Acknowledgement:

                    /s/
      David Ly

                    David
      Ly

                    CEO,
      IntelaSight, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

July 27, 2009

 By facsimile to (602) 248-2822 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 Rod, Suite 4450 Mesa, AZ 85210  Re: Charmed Homes Inc.  Pre-effective Amendment 1 to Registration Statement on Form S-4  Filed July 10, 2009
File No. 333-159272 Quarterly Report on Form 10-Q for the quarter ended April 30, 2009 Filed June 16, 2009 File No. 0-53285

Dear Messrs. Quinn and Ly:

We reviewed the filings and have the comments below.

S-4/A1

 General

 1. Disclosures indicate that the merger agreement is attached to the information statement/prospectus as Annex A and that relevant portions of the Washington Business Corporation Act are attached to the information statement/prospectus as Annex B.  We are unable to locate the annexes.  Please revise.

Mr. Ian Quinn
Mr. David Ly July 27, 2009 Page 2
 Summary Selected Historical Financial Data of Charmed, page 9

 2. Several amounts presented for the three months ended April 30, 2009 do not agree with amounts reported in your financial statements.  Please revise.
 Pro forma Financial Data, page 11

 3. We note your response to prior comment 7 and note your reference to the year ended January 31, 2008 when discussing your unaudited pro forma condensed consolidated income statements.  Please revise to change this to January 31, 2009.
 Summary Conditions to Completing the Merger, page 35

 4. We note your response to prior comment 18 in which you state that the parties intend to waive the condition to closing that Charmed Homes have no assets or liabilities.  Please clarify whether the condition has been removed or waived by an enforceable agreement between the parties, disclose the material terms of such agreement, and reconcile your disclosure which states, on pages 7 and 35, that this remains a closing condition.  Alternatively, if the parties have only expressed their intention to waive but have not amended the merger agreement or entered into any other enforceable agreement to waive, please discuss this in the document and, as requested in prior comment 18, describe the steps that Charmed Homes intends to take to dispose of its assets and liabilities prior to closing.  If there are other closing conditions that you anticipate waiving, please disclose those as well.  This comment also applies to your disclosure of closing conditions on page 7.
 The Merger Agreement – Investor Disclaimer, page 38

 5. We note your response to prior comment 23, including your confirmation that you must consider whether additional disclosures are necessary to put disclosures in the merger agreement in context.  However, several statements in the information statement/prospectus continue to suggest to investors that they should not rely on the merger agreement as disclosure or that the merger agreement disclosures may not be materially complete:

• The statement that “The foregoing description of the Merger Agreement does not purport to be complete” suggests that it does not contain all of the material terms and provisions of the merger agreement.  Please revise to make clear that the description of the merger agreement contains all of the material terms and provisions of the merger agreement.

Mr. Ian Quinn
Mr. David Ly July 27, 2009 Page 3

• The statement that “The Merger Agreement is not in any way intended as a document for investors to obtain factual information about the current state of affairs of Charmed” and the statement that “Such information can be found in Charmed’s reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended” suggest that the merger agreement does not constitute public disclosure under the federal securities laws.  Please revise to remove any potential implication that the merger agreement does not constitute public disclosure under the federal securities laws.

• The statement that investors are not third-party beneficiaries, particularly in the context of your discussion of the representations and warranties as disclosure, suggests that investors cannot rely on the information in the merger agreement.  Please remove this statement as well as the phrase “Investor Disclaimer” from the title of this section.

• The statement that “the representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement…, were solely for the benefit of the parties to such agreement” suggests that the merger agreement does not constitute public disclosure under the federal securities laws.  Please revise to remove any implication that the merger agreement does not constitute public disclosure under the federal securities laws.

• Where you state that provisions of the merger agreement have been limited, amended, or qualified by confidential disclosures exchanged between the parties, please also clarify that investors should read the merger agreement in the context of your other public disclosures in order to have a materially complete understanding all of the merger agreement disclosures.

• Where you state that subsequent information may or may not be fully reflected in Charmed Homes’ public disclosures, please clarify that your public disclosures will include any material information necessary to provide investors with a materially complete understanding of the merger agreement disclosures.

• As noted previously, notwithstanding the inclusion of disclaimers, you are responsible for considering whether additional specific disclosures of material information about material contractual provisions are required to make the statements included in the information statement/prospectus not misleading.  Include disclosure acknowledging that, if specific material facts exist that

Mr. Ian Quinn
Mr. David Ly July 27, 2009 Page 4
 contradict the representations, warranties, or covenants contained in the merger agreement, you have provided corrective disclosure.
 Application of Critical Accounting Policies, page 69

 6. We have read your response to comment 29 which indicates that an impairment test under SFAS 144 was not performed at December 31, 2008 because the majority of your long lived assets are leased equipment that generates revenue and positive margins.  In determining whether to test long lived assets for impairment, paragraph 8 of SFAS 144 states a long lived asset should be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable, such as a current-period operating or cash flow loss combined with a history of operating or cash flow losses.  Given that you reported net losses for the quarter ended March 31, 2009 and the year ended December 31, 2008, negative cash flows from operating activities as of March 31, 2009 and December 31, 2008, an accumulated deficit as of March 31, 2009, and you received a going concern opinion from your independent auditor, it is unclear
how you determined that an impairment test was not necessary.  We further note that margins have decreased from $237,000 to $149,000 in 2008 and further declined during the three months ending March 31, 2009 to $58,000 compared to $117,000 during the three months ending March 31, 2008.  Please tell us and disclose, in future filings, specifically how the leased equipment is used to generate revenues, including whether these assets are computer systems that you have installed at a customer site or if they are used in house for monitoring and surveillance of client locations.  To the extent these assets are installed at a client location, please tell us how your business strategy to focus more on monitoring and less on installation and sales has impacted your determination to perform an impairment test and the assumption that these assets will generate revenue and positive margins, if at all.

Certain Relationships and Related Transactions, page 80

7. Since we are unable to locate the response to prior comment 37, we reissue the comment to disclose whether the terms of the surveillance services provided to entities owned by Mr. Ross Farnsworth are no more favorable to entities owned by Mr. Farnsworth than the terms of the surveillance services provided to other customers.

Mr. Ian Quinn
Mr. David Ly July 27, 2009 Page 5
 Financial Statements, page F-1

8. We note revenue reported in your revised preliminary information statement on Schedule 14C filed on March 4, 2009 decreased by $37,138 as compared to the amount reported in your Form S-4 due to a cutoff issue related to invoices; however, accounts receivable only decreased by $24,499.  Please reconcile the changes in accounts receivable to the changes in revenue and explain other activity that would have impacted these accounts other than the cutoff reclassification.
 Note 1 – Summary of Significant Accounting Policies, page F-9

 Cash and Cash Equivalents, page F-9

9. We have read your response to comment 44 and revised disclosure on page F-9.  Please tell us the original
 maturity dates of your CDs that you currently classify as cash
equivalents.  Your response indicates that your CDs meet the paragraph 8 criteria and that the CDs are near their maturity dates.  Note footnote 2 to paragraph 8 clarifies that only investments with original maturities of three months or less qualify as a cash equivalent and that investments do not become cash equivalents just because its remaining
 maturity is three months or less.  To the extent your CDs had an original
maturity date that is so near maturity that there is insignificant risk of changes in value because of interest rate fluctuations, please revise your filing to clarify why you believe your CDs should be classified as a cash equi valent and quantify your cash equivalents for
each period that you present a balance sheet.
 Note 3 – Accrued Expenses, page F-14

 10. We note your $40,567 deferred rent balance at March 31, 2009 and December 31, 2008.   Please tell us and disclose the nature of this balance, including whether this relates to your operating lease of your office facilities, how this deferred rent balance was generated (e.g.
, scheduled rent increases) and why the balance has not changed since year
end.
 Exhibit 5.1

 11. Revise the number of shares of common stock, the number of options to purchase shares of common stock, and the number shares of common stock issuable upon exercise of stock options and warrants stated in the first paragraph to conform to the numbers shown in the calculation of registration fee table on the registration statement’s facing page.

Mr. Ian Quinn
Mr. David Ly July 27, 2009 Page 6
 12. Please have counsel remove the assumption that the securities have been sold in accordance with the securities laws of various states in which they may be issued.  The opinion should be that the securities are legally issued, etc.
 under the laws of the state of
incorporation.
 13. We note that the stock options and warrants you are registering are governed by the laws of the State of Washington.  Please revise the opinion to include the enforceability of the company’s obligations with respect to the options and warrants under Washington law, or provide a separate opinion of Washington counsel for this purpose.

Exhibit 8.1

14. We note that the tax opinion assumes that the merger is consummated in accordance with the terms of the merger agreement and that there are no waivers of material provisions thereof.  Please explain supplementally, with a view toward disclosure in the opinion and tax disclosures, how the waiver of the closing condition that Charmed Homes have no assets or liabilities at closing impacts the opinion and tax treatment of the transaction.

15. The statement under B “This opinion is subject to the receipt by counsel prior to the
Effective Time of certain representations and covenants of Parent and Target” is an unacceptable qualification.  Please delete.

16. It is unclear why the opinion addresses receipt of cash for fractional shares since the
exchange ratio in the merger is 1:1.  Please revise so that the opinion clearly reflects the terms of the present transaction.  This comment also applies to your disclosure in the section entitled “Federal Income Tax Considerations” on page 37.

17. We note under 5(1) the statement “…we undertake no responsibility to advise you of any
new developments in the application or interpretation of the federal income tax laws.”  Since the opinion must speak as of the registration statement’s effective date, please delete.  Alternatively, file a new opinion immediately before the registration statement’s effective date.

18. Please remove the limitation in the final sentence of the opinion that the opinion may not
be available to any other person without consent.  You may limit your opinion as to purpose, but not as to the persons entitled to rely upon it.

Mr. Ian Quinn
Mr. David Ly July 27, 2009 Page 7
 Exhibit 10.4

 19. We note that you omit exhibits B, C, and D to exhibit 10.4.  Since Item 601(b)(10) of Regulation S-K requires the filing of material c ontracts in their entirety, refile the exhibit
in its entirety.
 Closing

  As appropriate, please amend the registration statement in response to these comments.  You may wish to provide us marked courtesy copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after review of your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosures in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information that investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosures, they are responsible for the adequacy and accuracy of the disclosures that they have made.
Notwithstanding our comments, when Charmed Homes requests acceleration of the
effective date of the pending registration statement, provide a written statement from each of Charmed Homes and IntelaSight acknowledging that:
• Should the 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 delegated authority,
in declaring the filing effective, does not relieve Charmed Homes and IntelaSight from their full responsibility for the adequacy and accuracy of the disclosure in the filing.

• Charmed Homes and IntelaSight may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advised that the Division of Enforcement has access to all

Mr. Ian Quinn
Mr. David Ly July 27, 2009 Page 8
 information that you provide to the staff of th e Division of Corporation Finance in connection
with our review of the filing or in response to our comments on the filing.
 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 under the Securities Act of 1933 and the Securities Exchange Act of

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

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

       DIVISION OF
CORPORATION FINANCE

March 19, 2009

By facsimile to (509) 747-1770 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  Re: Charmed Homes Inc.  Revised Preliminary Information Statement on Schedule 14C  Filed March 4, 2009  Annual Report on Form 10-K for the fiscal year ended January 31, 2008 and   Subsequent Exchange Act Reports  File No. 0-53285  Dear Mr. Quinn:
We reviewed the filings and have the comment below.

PreR14C

 Number of Shares of Common Stock and Corpor ate Matters, page 4; Material Terms of the
Common Stock, page 44
 1. Disclosure in the third bullet point on page 4 that the number of authorized shares of Charmed’s common stock would remain at 200 million shares is inconsistent with disclosure in the financial statements on page 22 that Charmed has 100 million shares of common stock authorized.  Please reconcile the disclosures on pages 4, 22, and 44.
 2. As appropriate, revise the second paragraph to state the number of shares of authorized but unissued shares of common stock after the reverse split.  Note that if Charmed has 100 million shares of common stock authorized, there would not be 196,655,000 shares of authorized but unissued shares of common stock after the reverse split.

Mr. Ian Quinn
March 19, 2009 Page 2
  Information about the Merger, page 8

 3. Move the entire section relating to the merger to the forepart of the information statement so that it appears before the sections relating to approval of the amendment to the articles of incorporation and approval of the reverse stock split.  Note that the summary term sheet must begin on the first or second page of the disclosure document.  See
 Instruction
2 to Item 1001 of Regulation M-A.

Summary of the Material Terms of the Merger, page 8
 4. Expand the third bullet point to state the number of replacement options and warrants that the former option and warrant holders of Iveda will receive in the merger.  As appropriate, include this disclosure elsewhere in the document or provide cross reference to the disclosure here.

5. Expand the fourth bullet point to state the amount of consideration that Messrs. Ian
Quinn and Kevin Liggins will receive for the sale of five million pre-reverse split shares of Charmed’s common stock to Iveda.  As appropriate, include this disclosure elsewhere in the document or provide cross reference to the disclosure here.

Iveda, page 9

6. Disclosure states that Iveda has provided security solutions to 27 customers as of the date of the information statement.  Clarify whether Iveda is dependent on one or a few major customers.

7. Disclosure states that Iveda has high fixed capital and operating costs and needs to
continue to raise capital to increase its marketing budget and obtain significant additional customers to offset its fixed costs.  Please disclose how long Iveda believes that it can continue to meet these costs and requirements with the $3.2 million that it has raised so far.  If possible, provide some quantifying information about these costs and Iveda’s need for additional funding, as well as possible sources of such funding, so that investors will have a better understanding of this disclosure.

8. Provide the complete mailing address and telephone number of the principal executive
offices of Iveda.

Mr. Ian Quinn
March 19, 2009 Page 3
 Accounting Treatment of the Merger, page 11

 9. You state that you followed the guidance of the United States Securities and Exchange Commission (SEC) Training Manual in accounting for your merger as a recapitalization of equity.  Please remove the reference to the SEC and the training manual because this may imply to investors that the SEC has passed upon the accuracy or completeness of the disclosure.
 General Terms of the Transaction, page 11

 10. Disclosure states that the securities to be issued in the merger transaction have not been registered under the Securities Act.  Indicate the section of the Securities Act or the rule of the Commission under which exemption from registration is claimed.  Tell us the facts relied upon to make the exemption available.  See
 Item 701 of Regulation S-K.  See  also
Rule 145 of the Securities Act.

Background and Reasons for the Offer and Subsequent Merger, page 11

11. In the first paragraph, identify the registered broker-dealer who introduced Charmed and Iveda with a view to a possible merger between them.

12. In the fourth paragraph, identify the outside counsel and the financial advisors of
Charmed and Iveda.

13. Rather than presenting merely a list of fact ors considered by the boards of directors of
Charmed and Iveda, elaborate on each of the bullet points as necessary for investors to
understand how consideration of each of the listed factors impacted the determinations of the boards of directors of Charmed and Iveda that the merger is fair to and in the best interests of the companies and their shareholders and to approve the merger.  For example:

• 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,

Mr. Ian Quinn
March 19, 2009 Page 4
 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, please 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.

• In the twelfth 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.

14. Balance the disclosure in this section with a discussion and analysis of the risks to
Charmed Homes and Iveda of engaging in the merger transaction.  In this regard, please clarify whether either or both of the boards considered any factors that did not weigh in favor of this transaction for either company.

Mr. Ian Quinn
March 19, 2009 Page 5
 15. For any interests of directors and executive officers of Iveda, not only describe but also quantify all the interests for each person individually, including shares to be exchanged for shares of Charmed’s common stock, cash received in lieu of any fractional shares of common stock, replacement options and warrants received to purchase shares of Charmed’s common stock, and cash payments under any employment, retention, severance, or directorship agreements.  See
 Item 5 of Schedule 14A.  Consider presenting
this information in bullet points or tabular format so that it is easier for stockholders to read and understand.

16. Disclosure indicates that Charmed is a Nevada corporation and that Iveda is a
Washington corporation.  Explain any material differences between the rights of securityholders of Iveda and the rights of securityholders of Charmed.
 17. Indicate whether there are any federal or state regulatory requirements related to the merger.  If so, state the status of the compliance or approval.  See
 Item 14(b)(5) of
Schedule 14A.

Federal Income Tax Considerations, page 18

18. In the second paragraph’s first sentence, identify Iveda’s counsel.

The Merger Agreement, page 19

19. Notwithstanding the disclaimers relating to the representations and warranties contained in the merger agreement, Charmed and Iveda are responsible for considering whether additional specific disclosures in the information statement are required to put into context information about the representations and warranties so that the information in the information statement is not misleading.  Please confirm your understanding.

Special Note Regarding Forward-Looking Statements, page 19

20. We note the disclaimer “We do not assume responsibility for the accuracy and completeness of these statements.”  Revise to remove the implication that you are disclaiming responsibility for information that you have chosen to include in the information statement.

Market Price of and Dividends on the Registrant’s Common Equity and Related Shareholder
Matters, page 20

21. It is unclear why the range of the high and lo w last reported bid prices is reflected as
“N/A.”  Please revise or advise.

Mr. Ian Quinn
March 19, 2009 Page 6

Interest of Certain Persons in Matters to be Acted Upon, page 44

22. Revise the disclosure to state the amount of consideration that Messrs. Ian Quinn and Kevin Liggins will receive for the sale of five million pre-reverse split shares of Charmed’s common stock to Iveda.  See
 Item 5 of Schedule 14A.

Where You Can Find Additional Information, page 45

23. Include the Commission’s filing number for filings made by Charmed under the Exchange Act.
 IntelaSight, Inc.

 For the Fiscal Year Ended December 31, 2008

 General

 24. We note that you have included the financials statements of IntelaSight in the appendix of your document.  Please amend your filing to include them in the body of your Schedule 14C.
 Management’s discussion and analysis of financial condition and results of operations

 25. Please amend your filing to include the required information pursuant to Item 17(b) of Form S-4.  Item 17(b) of Form S-4 requires that you include a management's discussion and analysis of financial condition and results of operations for IntelaSight.  In your amended filing please address the following in your MD&A analysis:

• Please provide a robust discussion that identifies and quantifies the key drivers that led to the significant increase in accounts receivable when sales slightly decreased year over year.  Further discuss the impact your increase in receivables as well as the increase in deposits had on liquidity throughout 2008.

• Please revise your filing to discuss the nature of the deposits recorded during 2008, your basis for capitalizing, your method of amortization, and how you assess recoverability of these deposits.

• Please separately discuss the results of operations for equipment and installation sales and monitoring services in your analysis. Your analysis should identify and quantify the factors causing the decrease in equipment and installation sales and

Mr. Ian Quinn
March 19, 2009 Page 7
 the increase in monitoring services.   Please discuss whether these trends in sales are expected to continue in future periods.

• We note that operating expenses increased 85% from 2007 to 2008.  Please include a robust analysis of your operating expenses that identifies the nature of the costs included and quantifies the factors that led to the material increase in operating expenses.  Your analysis should address management’s expectation whether this trend will continue in future periods.

• Ensure that you discuss in your liquidity section the concentration of customer sales that you had for 2008 and 2007.  Your current disclosure states that two customers represented 17% and 13% of total revenues for 2007.  Please disclose the amount that these customers contributed to sales in 2008 and the impact that the loss of any one of these customers would have on operations and liquidity.

• Discuss the most recent economic events and its impact on your business.  Explain how the market for your products has been affected and the current and expected future impact on your operations, financial position, and liquidity.  This disclosure should provide detailed information on your operations, your customers, recent order activity, expected trends, management’s response for managing these events, potential future actions by management, and other detailed information.  Your liquidity discussion should address the expected impact to current and future cash flows and how you expect recent economic events, including the credit shortage, may affect other sources of liquidity such as your current debt instruments and related covenant compliance.
 Note 8 Stock Warrants

 26. You issued warrants over the past three years and indicate that the fair value is recognized as expense on a straight line basis over the vesting period.  Please tell us and disclose how your accounting for and classification of the warrants complies with EITF 00-19.

Mr. Ian Quinn
March 19, 2009 Page 8
 Note 8 Income Taxes

 27. We note you that have a deferred tax asset of $558K as of December 31, 2008 and 2007.   We note that you reported negative cash flows from operating activities, an accumulated deficit, and net losses for the two years ended December 31, 2008, and 2007 and net operating losses that will soon begin to expire.  Given these negative indicators, please tell us how you determined that it was more likely than not that you would be able to utilize your deferred tax asset.  Refer to paragraph 23 of SFAS 109 for guidance.
 Audit Report

 28. In your letter dated March 4, 2009, you request a waiver of the audit requirement for the year ending December 31, 2008.  You state that the financial statements for the year ending December 31, 2007 were audited.  However, an audit report has not been included in your information statement.  Please revise to include the audit report or tell us why including it is not necessary.  Also, tell us if the auditors that performed the 2007 audit are the same auditors that are currently performing the 2008 audit.  Also, we note that audited 2008 financial statements will be provided in the Form 8-K filed upon closing of the merger.  Given the proximity of your merger deadline, please provide us an update on the status of the 2008 audit and an explanation of how this affects your ability to provide audited financial statements in the information statement.

8-K dated January 8, 2009 and filed January 14, 2009

 29. It appears that the articles of merger, the stock option plan, and the stock purchase agreement which are exhibits A, B, and C t

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

       DIVISION OF
CORPORATION FINANCE

 February 13, 2009  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  Re: Charmed Homes Inc.  Revised Preliminary Information Statement on Schedule 14C  Filed January 27 and 30, 2009  File No. 0-53285

Dear Mr. Quinn:
  We performed a preliminary review of the filings and your response dated February 9, 2009, and have the accounting comment below.  After we receive your response to the comment and complete our review of the filings, we may have additional comments.
Item 1 of Schedule 14C requests the information called for by all of the items of
Schedule 14A that would be applicable to any matter to be acted upon at the meeting if proxies were to be solicited in connection with the meeting.  Therefore, although Mr. Quinn and Mr. Liggins have approved the transaction and you are not soliciting proxies, the information statement should include the information requested by Item 14 of Schedule 14A, as if proxies were to be solicited.  Please revise to provide the full annual and interim financial statements for IntelaSight, Inc. (“Iveda”) as outlined in Item 14, which refers to Part C and Item 17 of Form S-4.   As appropriate, please file a revised preliminary proxy statement and respond to the comment within 10 business days or tell us when you will provide us a response.  You may wish to provide us marked copies of the revised preliminary proxy statement to expedite our review.  Please furnish a cover letter with your revised preliminary proxy statement that keys your response to our comment and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your revised preliminary proxy statement and response to our comment.   We urge all persons responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filings includes all information investors required under the Exchange Act and that they have provided all information investors require for an informed investment

Mr. Ian Quinn
February 13, 2009 Page 2
 decision.  Since the company and its management are in possession of all facts relating to a
company’s disclosure, they are responsible for the adequacy and accuracy of the disclosures that they have made.
In connection with responding to our comments, please provide a written statement from
each of Charmed and Iveda in which they 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 do not foreclose the
Commission from taking any action with respect to the filing.
• 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.
 In addition, please be advised the Division of Enforcement has access to all information you provide to the staff of the Division of Corpora tion Finance in our review of your filing or in
response to our comments on your filing.   You may contact Tracey L. McKoy, Staff Accountant, at (202) 551-3772, Melissa N.
Rocha, Senior Staff Accountant, at (202)  551-3854, or myself at (202) 551-3355 with any
questions regarding the comment.  You may contact  Edward M. Kelly, Senior Counsel, at (202)
551-3728 or Pamela A. Long, Assistant Direct or, at (202) 551-3765 with any questions
regarding other disclosure matters.   Sincerely,     Terence S. O’Brien  Accounting Branch Chief

CORRESP
1
filename1.htm

   CHARMED HOMES INC. responses to SEC Comment Letter dated February 5, 2009.

February 9, 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. 20549-7010

Re:     Charmed Homes Inc.

           Revised Preliminary Information Statement on Schedule 14C

           Filed January 27 and 30, 2009

           File No. 0-53285

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 February 5, 2009 letter to me (the “Comment Letter”) concerning the above-referenced Preliminary Information Statement on Schedule 14C (the “Schedule 14C”).

Financial Statements

COMMENT 1:

We note that you included the audited two years ended January 31, 2008 and the unaudited nine months ended October 31, 2008 for Charmed. However, you did not include financial statements for Iveda in your document. Given that Iveda is the operating company and will be the surviving company of this transaction, please tell us what consideration was given to including the financial statements for Iveda. Refer to Item 13 of Schedule 14A for guidance. If you conclude that financial statements are required for Iveda, please take special note as to the required periods that should be presented for Iveda.

RESPONSE:

Item 13 of Schedule 14A does not apply to Charmed as there is no action to be taken on matters specified in Items 11 or 12. Even though the requirements of Item 14 of Schedule 14A did not apply we have provided information required by Item 14 as requested in your colleagues' prior comment letter. Instruction 2 to Item 14 states that "if only the security holders of the target company are voting: (i) the financial information in paragraphs (b)(8)-(11) of this Item for…the target need not be provided; and (ii) the information in paragraph (c)(2) for the target company need not be provided." In reliance on this instruction, we did not include financial statements for Iveda.

Please note that Charmed will be required to file a Form 8-K under Item 2.01, which will require the filing of audited financial statements and extensive additional information for Iveda, immediately following the closing of the merger, and then all of this information will be available to

Pamela A. Long, Assistant Director

Division of Corporate Finance

Page 2

the public and to Charmed's shareholders. So the information requested will ultimately be provided in that context anyway.

Item 13 of Schedule 14A applies "if action is to be taken with respect to any matter specified in Item 11 or 12." In the case of the Schedule 14C filed by Charmed, no action is being taken with respect to either Item 11 or Item 12, as no additional securities of the registrant have been authorized (Item 11), no securities will be issued in exchange for securities of the registrant (Item 12) and the terms of the existing securities of the registrant have not been modified (Item 12). None of these actions are required to complete the merger between Charmed's wholly owned subsidiary and Iveda. Thus, Item 13 does not apply to the Schedule 14C.

       In connection with our response to your inquiry, we acknowledge that:

the Company is 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

the Company 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 me at (403) 831-2202.

Very truly yours,

IAN QUINN

Ian Quinn

President and CEO

cc:      Stephen R. Boatwright, Esq.

                           (via fax – 602-248-2822)

           Conrad C. Lysiak, Esq.

                           (via fax – 509-747-1770)

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

       DIVISION OF
CORPORATION FINANCE

February 5, 2009
  By facsimile to (509) 747-1770 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  Re: Charmed Homes Inc.  Revised Preliminary Information Statement on Schedule 14C  Filed January 27 and 30, 2009  File No. 0-53285

Dear Mr. Quinn:   We performed a preliminary review of the filings and have the accounting comment below.  After we receive your response to the comment and complete our review of the filings, we may have additional comments.  Financial Statements

 1. We note that you included the audited two years ended January 31, 2008 and the unaudited nine months ended October 31, 2008 for Charmed.  However, you did not include financial statements for Iveda in your document.  Given that Iveda is the operating company and will be the surviving company of this transaction, please tell us what consideration was given to including the financial statements for Iveda.  Refer to Item 13 of Schedule 14A for guidance.  If you conclude that financial statements are required for Iveda, please take special note as to the required periods that should be presented for Iveda.

Mr. Ian Quinn
February 5, 2009 Page 2
 Closing

  As appropriate, please file a revised preliminary proxy statement and respond to the comment within 10 business days or tell us when you will provide us a response.  You may wish to provide us marked copies of the revised preliminary proxy statement to expedite our review.  Please furnish a cover letter with your revised preliminary proxy statement that keys your response to our comment and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your revised preliminary proxy statement and response to our comment.   We urge all persons responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filings includes all information investors required under the Exchange Act and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the adequacy and accuracy of the disclosures that they have made.
In connection with responding to our comments, please provide a written statement from
each of Charmed and Iveda in which they 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 do not
foreclose the Commission from taking any action with respect to the filing.

• 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.
  In addition, please be advised that the Division of Enforcement has access to all information that you provide to the staff of the Di vision of Corporation Finance in our review of
your filing or in response to our comments on your filing.   You may contact Tracey L. McKoy, Staff A ccountant, at (202) 551-3772 or Melissa N.
Rocha, Senior Staff Accountant, at (202) 551-3854 with any questions regarding the comment.

Mr. Ian Quinn
February 5, 2009 Page 3
 You may contact Edward M. Kelly, Senior C ounsel, at (202) 551-3728 or me at (202) 551-3765
with any questions regarding other disclosure matters.
Very truly yours,
               Pamela A. Long          Assistant Director  cc: Conrad C. Lysiak, Esq.  The Law Office of Conrad C. Lysiak P.S.  601 West First Avenue, Suite 903  Spokane, WA 99201   Stephen R. Boatwright, Esq.  Keller Rohrback, PLC  3101 North Central Avenue, Suite 1400  Phoenix, AZ 85012-2600

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

       DIVISION OF
CORPORATION FINANCE

December 4, 2008

 By facsimile to (509) 747-1770 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  Re: Charmed Homes Inc.  Preliminary Information Statement on Schedule 14C  Filed November 24, 2008  File No. 0-53285

Dear Mr. Quinn:
We limited our review of the filing to the issues addressed in our comments.  Where
indicated, we think that you should revise your document in response to the comments.  If you disagree, we will consider your explanation why a comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In 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 filing.  We look forward to working with you in these respects.  We welcome any questions that you may have about the comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
General

1. Disclosure states that Charmed Homes has agreed to change its name to Iveda Corporation as part of the merger with ItelaSight, Inc., doing business as Iveda Solutions, and the amendment to Charmed Homes’ articles of incorporation will accomplish this.  We note that you also are affecting a reverse split to comply with the merger’s terms.

Mr. Ian Quinn
December 4, 2008 Page 2
 Since the name change and reverse split are being made in furtherance of and to facilitate the merger and since shareholders did not have an opportunity to vote on the merger, provide the information required by Item 14 of Schedule 14A.  See
 Item 1 of Schedule
14C and Note A to Schedule 14A.
 Certain United States Federal Income Tax Consequences, page 6

 2. Delete the word “Certain” in the caption or heading and the word “certain” in the second paragraph’s first sentence because the word certain may imply that you have not disclosed all material United States federal income tax consequences and that shareholders cannot rely on the disclosure.  Similarly, delete the word “generally” in the second paragraph’s first sentence for the same reason.
 Closing

  As appropriate, please file a revised preliminary proxy statement and respond to the comments within 10 business days or tell us when you will provide us a response.  You may wish to provide us marked copies of the revised preliminary proxy statement to expedite our review.  Please furnish a cover letter with your revised preliminary proxy statement that keys your response to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your revised preliminary proxy statement and response to our comments.   We urge all persons responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filings includes all information investors required under the Exchange Act and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the adequacy and accuracy of the disclosures that they have made.
In connection with responding to our comments, please provide in writing a statement
from the company acknowledging that:
• The company is responsible for the adequacy and accuracy of the disclosure in the filing.

• Staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing.

Mr. Ian Quinn
December 4, 2008 Page 3

• The company 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.
  In addition, please be advised that the Division of Enforcement has access to all information that you provide to the staff of the Di vision of Corporation Finance in our review of
your filing or in response to our comments on your filing.   You may contact Edward M. Kelly, Senior  Counsel, at (202) 551-3728 or me at (202)
551-3767 with any questions regarding our comment and related matters.
Very truly yours,

Jennifer R. Hardy
         Legal Branch Chief  cc: Conrad C. Lysiak, Esq.  The Law Office of Conrad C. Lysiak P.S.  601 West First Avenue, Suite 903  Spokane, WA 99201