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
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,
FirstName page 19
LastNameDavid Ly
Comapany
5. The NameIveda
first sentenceSolutions, Inc. compares the three months ended June
30, 2021 to the
in this section
Octoberthree months
20, 2021 ended
Page 2 June 30, 2015. Please revise to correct this
apparent error.
FirstName LastName
David Ly
FirstName LastNameDavid Ly
Iveda Solutions, Inc.
Comapany
October 20,NameIveda
2021 Solutions, Inc.
October
Page 3 20, 2021 Page 3
FirstName LastName
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
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,
FirstName LastNameDavid Ly
Division of
Corporation Finance
Comapany NameIveda Solutions, Inc.
Office of
Technology
October 20, 2021 Page 4
cc: Peter Campitello
FirstName LastName