What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-31 · 212 added, 322 removed, 1163 unchanged (31% of the section changed)

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31, 2022, concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)

are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act was

recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is

accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to

allow timely decisions regarding required disclosure.

are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act

was recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information

is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate,

to allow timely decisions regarding required disclosure.

Report on Internal Control over Financial Reporting

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in Internal Control over Financial Reporting

December 2013, we hired a new Chief Financial Officer who has experience in SEC reporting and disclosures.

We have plans for hiring additional

financial personnel and implementing additional controls and processes involving both of our financial personnel in order to ensure all

transactions are accounted for and disclosed in an accurate and timely manner.

There have not been any other changes in our internal

control over financial reporting identified by management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange

Act during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.

December 2013, we hired Robert J.

Brilon, as Chief Financial Officer who has experience in SEC reporting and disclosures.

We have plans

for hiring additional financial personnel and implementing additional controls and processes involving both of our financial personnel

in order to ensure all transactions are accounted for and disclosed in an accurate and timely manner.

There have not been any other changes

in our internal control over financial reporting identified by management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d)

of the Exchange Act during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our

internal control over financial reporting.

on the Effectiveness of Controls

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Material Weakness

of December 31, 2021, we need to hire additional employees at MEGAsys that are knowledgeable in SEC accounting and reporting.

staffing at the subsidiary level will provide daily oversight of MEGAsys’s operations and minimize the likelihood of any material

of December 31, 2022, we need to hire additional employees at Iveda Taiwan that are knowledgeable in SEC accounting and reporting.

staffing at the subsidiary level will provide daily oversight of Iveda Taiwan’s operations and minimize the likelihood of any material

error in reporting the subsidiary’s results.

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Kuang Sid Sung

Financial Officer and Treasurer

Operating Officer, Chief Marketing Officer and Corporate Secretary

Financial Officer, Treasurer and Corporate Secretary

Technology Officer

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Brilon holds a Bachelor of Science degree in Business Administration from the University of Iowa.

Berg has served as our Chief Marketing Officer and Corporate Secretary since October 2009 and General Manager from April 2018

to December 2021.

Berg also served in various roles at our company including Chief Operating Officer from October 2009 to September

2014 and from December 2021, Senior Vice President of Operations & Marketing from May 2007 to October 2009, and Vice President of

Marketing from November 2004 to May 2007.

Berg served as Director of Marketing of Cygnus Business Media, a technology business-to-business

media company, from January 2003 to July 2004.

From October 2001 to January 2003, Ms.

Berg served as Director of Marketing for Penton

Business Media, a business-to-business media company.

Berg also served as Marketing Programs and Channel Marketing Manager of Metricom,

the first micro cellular data network, from March 1999 to August 2001 and as a Marketing Communications Specialist for Spectra-Physics

Lasers, manufacturer of industrial and scientific lasers, from October 1991 to March 1999.

Berg holds a Bachelor of Arts degree in

Management from St.

Mary’s College in California.

Omi has served is our new Chief Technology Officer since May 2021.

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have adopted a code of business conduct and ethics which is applicable to all of our directors, executive officers and employees.

of the code of business conduct and ethics will be posted on our corporate investor relations website prior to our listing on the Nasdaq

of the code of business conduct and ethics is posted on our corporate investor relations website as required for our listing on the Nasdaq

Capital Market.

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executive officers whose total compensation exceeded US$100,000 (the “named executive officers”).

Name and Principal Position

Warrants Awards (2)

All Other Compensation (4)

Chairman and Chief Executive Officer

Chief Financial Officer and Treasurer

Berg Chief Operating Officer

Chief Marketing Officer and Corporate Secretary

Chief Technology Officer

and Principal Position

Other Compensation (4)

and Chief Executive Officer

Financial Officer, Treasurer and Corporate Secretary

Berg Former Chief Operating Officer

Marketing Officer and Corporate Secretary (5)

Technology Officer

amounts in this column reflect the amounts earned during the fiscal year, whether or not actually paid during such year.

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amounts in this column reflect the amount of perquisites related to a vehicle allowance.

Resigned effective December 31, 2022.

Equity Awards as of December 31, 2022

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Equity Awards at Fiscal Year Ended December 31, 2022

Name and Prinicpal Position

Name and Principal Position

Number of Securities Underlying Unexercised Options/Warrants (#) Exercisable

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Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Exercise

Option Expiration Date

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Chief Financial Officer,

Chief Operating Officer, Chief

Marketing Officer

and Corporate Secretary

Greg Omi, Chief Technology Officer

Treasurer and Corporate Secretary

Former Chief Operating Officer,

Chief Marketing Officer

and Corporate Secretary (resigned effective 12/31/2022)

options became fully vested on the date of grant.

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the 2010 Option Plan was amended to increase the number of shares issuable under the 2010 Option Plan to 375,000 shares.

In 2012, 2010

Option Plan was again amended to increase the number of shares issuable under the 2010 Option Plan to 1,625,000 shares.

issuable pursuant to the 2010 Option Plan are registered with the SEC under Forms S-8 filed on February 4, 2010 (No.

The shares issuable

pursuant to the 2010 Option Plan are registered with the SEC under Forms S-8 filed on February 4, 2010 (No.

333- 164691), June 24, 2011

24, 2011 (No.

333-175143), and December 4, 2013 (No.

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under the 2020 Option Plan.

This plan has not been approved by shareholders.

The shares issuable pursuant to the 2020 Option Plan are registered with the SEC under Forms S-8 filed on

October 7, 2022 (No.

options may be granted as either incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986,

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is recognized as expense on the straight-line basis over the options’ vesting periods.

At December 31, 2020, we had no unrecognized

stock- based compensation.

At December 31, 2021, we had approximately

$4,500 unrecognized stock- based compensation.

have periodically issued warrants to purchase shares of our common stock as equity compensation to officers, directors, employees, and

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Terms of these warrants are comparable

to the terms of the outstanding options with the exception of typically two to three year terms versus ten Terms of these warrants are

comparable to the terms of the outstanding options.

have periodically issued warrants to purchase shares of our common stock as equity compensation to officers, directors, employees, and

As of December 31, 2015, warrants to purchase 7,417,303 shares of our common stock were outstanding, all of which were issued

as equity compensation.

Terms of these warrants are comparable to the terms of the outstanding options with the exception of typically

two to three year terms versus ten.

to the terms of the outstanding options.

directors receive stock-based compensation for their service on our Board of Directors and are reimbursed for their cost of attending

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11,250 options to purchase shares of our common stock as compensation for services during the year ended December 31, 2021.

ended December 31, 2020, Joseph Farnsworth received 300,000 options and Alejandro Franco and Robert Gillen received 100,000 options to

purchase shares of our common stock as compensation for services during the year ended December 31, 2020.

ended December 31, 2020, Joseph Farnsworth received 9,375 options and Alejandro Franco and Robert Gillen received 6,250 options to purchase

shares of our common stock as compensation for services during the year ended December 31, 2021.

We do not pay additional compensation

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Joseph Farnsworth

$ 105,750 (1)

Alejandro Franco

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12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table and accompanying footnotes set forth as of the date of this prospectus, certain information regarding the beneficial

ownership of shares of our common stock by:

following table and accompanying footnotes set forth as of December 31, 2022, certain information regarding the beneficial ownership

of shares of our common stock by:

(i) each person who is known by us to own beneficially more than 5% of such stock;

member of our Board of Directors, and each of our named executive officers and (iii) all of our directors and executive officers as a

Except as otherwise indicated, all Common Stock is owned directly, and the beneficial owners listed in the table below possess

sole voting and investment power with respect to the stock indicated, and the address for each beneficial owner is c/o Iveda Solutions,

Inc., 1744 S.

(ii) each member

of our Board of Directors, and each of our named executive officers and (iii) all of our directors and executive officers as a group.

Except as otherwise indicated, all Common Stock is owned directly, and the beneficial owners listed in the table below possess sole voting

and investment power with respect to the stock indicated, and the address for each beneficial owner is c/o Iveda Solutions, Inc., 1744

Val Vista Drive, Mesa, Arizona 85204.

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Common Shares

% of Common Shares

Directors and Officers

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All Directors and Officers

5% Stockholders

John Lambert (9)

Benjamin Tran

Philip & Wendy Wyatt (10)

All 5% Stockholders

options to purchase 188,750 shares of common stock, which are exercisable within 60 days of December 31, 2022.

of (a) options to purchase 350,000 shares of common stock, which are exercisable within 60 days of December 31, 2021, (b)

warrants to purchase 150,000 shares of common stock, which are exercisable within 60 days of December 31, 2021, Stock.

options to purchase 55,000 shares of common stock, which are exercisable within 60 days of December 31, 2022.

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(a) options to purchase 78,750 shares of common stock, which are exercisable within 60 days of December 31, 2022, and (b) 162,643

shares of common stock and c) 90.909 common stock upon conversion of debenture, held by Squirrel Away, an entity owned by Mr.

warrants to purchase 2,100,000 shares of common stock, which are exercisable within 60 days of December 31, 2021.

warrants to purchase 1,010,571 shares of common stock, which are exercisable within 60 days of December 31, 2021.

shares of common stock.

Authorized for Issuance Under Equity Compensation Plans

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our principal accounting firm.

BFB has served as the principal audit firm for Iveda 2020 and 2019 Financial Statements since July 2021.

BFB has served as the principal audit firm for Iveda 2020 and 2019 Financial Statements, and 2021 Financial

Statements since July 2021.

paid or accrued $119,000 and $100,000, during the year ended December 31, 2022 and 2021, respectively.

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Certification of Principal Financial Officer Pursuant to Section 1350

Instance Document

Taxonomy Extension Schema Document

Taxonomy Extension Calculation Linkbase Document

Taxonomy Extension Definition Linkbase Document

Taxonomy Extension Label Linkbase Document

Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Furnished herewith.

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part

of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not

filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under

those sections.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document)

to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus

for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the

Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

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SOLUTIONS, INC.

/s/ Robert J.

Financial Officer and Treasurer

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Alejandro Franco

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID:

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then ended, in conformity with accounting principles generally accepted in the United States.

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

1 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit.

addition, the Company continues to experience negative cash flows from operations.

These factors raise substantial doubt about the Company’s

ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

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BF Borgers CPA PC

Borgers CPA PC

Borgers CPA PC (PCAOB ID 5041)

have served as the Company’s auditor since 2021

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PROPERTY AND EQUIPMENT, NET

Intangible Assets, Net

Total Other Assets

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Total Stockholders’ Equity (Deficit)

( 3,706,568 )

Total Liabilities and Stockholders’ Equity

accompanying Notes to Condensed Consolidated Financial Statements.

accompanying Notes to Consolidated Financial Statements.

SOLUTIONS, INC.

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WEIGHTED AVERAGE SHARES

accompanying Notes to Condensed Consolidated Financial Statements.

accompanying Notes to Consolidated Financial Statements.

SOLUTIONS, INC.

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$ ( 153,254 )

$ ( 3,706,568 )

Common Stock Issued for Cash

Costs of Capital

( 2,091,101 )

Stock Based Compensation

Common Stock for Accounts Payable

Common Stock for Costs of Financing

Warrants for Services

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Convertible Debenture Value

Preferred Stock - Series B

Preferred Stock - Series B for Dividend

Preferred Stock - Series B Shares and Dividend Payable to Common Stock

Dividends - P/S Series B

Conversion of Debt to stock

Conversion of Debt & Interest to Common Stock

Exercise of options and warrants

Payment on Stockholder Prom Note

( 2,998,644 )

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$ ( 777,279 )

Balance, value

$ ( 41,361,401 )

Common Stock Issued for Cash

$ ( 143,493 )

$ ( 777,279 )

Costs of Capital

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Stock Based Compensation

Common Stock for Accounts Payable

Common Stock for Costs of Financing

Common Stock issued for conversion error

Common Stock issued for services

Warrants for Services

Warrants for Interest Expense

Convertible Debenture Value

Preferred Stock - Series B for Dividend

Preferred Stock - Series B Shares and Dividend Payable to Common

Dividends - P/S Series B

Conversion of Debt & Interest to Common Stock

Exercise of options and warrants

Common Stock Offering for Cash

Common Stock and Pre-Funded Warrant Offering for Cash – August 2022

Warrants sold in

Over allotment

( 3,345,270 )

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Comprehensive Loss

8 for 1 conversion adjustment

BALANCE AT December 31, 2022

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$ ( 220,643 )

$ ( 777,279 )

$ ( 41,361,401 )

Balance, value

$ ( 44,706,671 )

$ ( 220,643 )

accompanying Notes to Condensed Consolidated Financial Statements

share amounts and per share amounts reflect a reverse stock split of the outstanding shares of our Common Stock at a ratio of 1-for-8

effected on March 31, 2022.

accompanying Notes to Consolidated Financial Statements

SOLUTIONS, INC.

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Common Stock Warrants Issued for Interest

Common Stock issued for Services

(Increase) Decrease in Operating Assets

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Increase (Decrease) in Accounts and Other Payables

( 1,238,379 )

Net Cash Used in Operating Activities

( 5,408,720 )

( 1,972,093 )

CASH FLOWS FROM INVESTING ACTIVITIES

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CASH AND CASH EQUIVALENTS - END OF PERIOD

accompanying Notes to Condensed Consolidated Financial Statements.

accompanying Notes to Consolidated Financial Statements.

SOLUTIONS, INC.

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Accrued Dividends converted to Common Stock

Warrants Issued for Services

accompanying Notes to Condensed Consolidated Financial Statements.

accompanying Notes to Consolidated Financial Statements.

SOLUTIONS, INC.

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TO THE CONSOLIDATED FINANCIAL STATEMENTS

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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video surveillance systems, and smart power.

is our smart pole solution, utilizing our Cerebro IoT platform.

This completes our digital transformation solution crucial in smart city

deployments as well as in large organizations.

Iveda leverages infrastructure already available in most modern cities – Light poles

equip existing poles with Utilus.

Utilus consists of power and Internet, establishing a communication network for access and management

of sensors and devices that the city requires to keep its citizens safe and secure and to effectively manage utility consumption.

smart pole offering is also ideal for government or large scale city deployments

and Improving City Services

Emergency Response Times

& Hazard Protection

and Improving Air Quality

Monitoring and Mobility as a Service

Analytics and Monetization Opportunities

launched in November 2022 is a simple, easy to use suite of wireless health and wellness devices intended to help you monitor the

health and activities of your loved ones, even when you can’t be there yourself.

Our mission is to help ensure your loved one’s

safety and independence.

Stay connected to your elderly loved ones with our advanced IoT devices.

Real-time monitoring, fall

detection, medication reminders and more.

With IvedaCare, you not only can monitor your home and loved ones from afar, but

potentially life-saving decisions can be made using the app.

Cloud-based, wireless sensors collect real-time data that is shared

with the entire family circle within the app.

Customers may add a subscription service for Pro Monitoring.

If the Trusted Circle is

unavailable, our emergency call center will dispatch emergency services quickly.

Historically,

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products, software, and services to provide integrated security solutions to the end user.

Through MEGAsys, we have access not only to

Asian markets but also to Asian manufacturers and engineering expertise.

MEGAsys is our research and development arm, working with a

team of developers in Taiwan.

Through Iveda Taiwan, we have access not only

to Asian markets but also to Asian manufacturers and engineering expertise.

Iveda Taiwan is our research and development arm, working

with a team of developers in Taiwan.

Consolidation

April 30, 2011, we completed our acquisition of Sole Vision Technologies (dba MEGAsys), a company based in Taiwan.

We consolidate our

financial statements with the financial statements of MEGAsys.

All intercompany balances and transactions have been eliminated in consolidation.

accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates

the realization of assets and the liquidation of liabilities in the normal course of business.

We generated accumulated losses of approximately

$ 38 million from January 2005 through December 31, 2020 and have insufficient working capital and cash flows to support operations.

factors raise substantial doubt about our ability to continue as a going concern.

The consolidated financial statements do not include

any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities

that might result from this uncertainty.

April 30, 2011, we completed our acquisition of Sole Vision Technologies (fka MEGAsys and dba Iveda Taiwan), a company based in Taiwan.

We consolidate our financial statements with the financial statements of Iveda Taiwan.

All intercompany balances and transactions have

been eliminated in consolidation.

of Long-Lived Assets

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the impairment to be recognized is measured as the amount by which the carrying value of the assets exceeds their fair value.

no t make any impairment for the years ended December 31, 2021 and 2020.

not make any impairment for the years ended December 31, 2022 and 2021.

of Accounting

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Company sells its products and services primarily to municipalities and commercial customers in the following manner:

majority of MEGAsys sales are project sales to Taiwan customers and are made direct to the end customer (typically a municipality

majority of Iveda Taiwan sales are project sales to Taiwan customers and are made direct to the end customer (typically a municipality

or a commercial customer) through its sales force, which is composed of its employees.

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Substantially

all cash is deposited in two financial institutions, one in the United States and one in Taiwan.

all cash is deposited in three financial institutions, two in the United States and one in Taiwan.

At times, amounts on deposit in the

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of our customers’ financial condition and generally do not require collateral.

One customer (Chunghwa Telecom) represented approximately

95 % of total accounts receivable of $ 492,752 as of December 31, 2021 and 77 % of total accounts receivable of $ 76,063 as of December 31,

This customer is a longtime customer, and we don’t expect any problem with collectability of these accounts receivable.

had revenue from two customers with greater than 10% of total revenues during 2021 that represented approximately 55 % of total revenues.

We had $ 786,686 revenues ( 41 % ) from Chunghwa Telecom and $ 260,946 revenues ( 14 % ) from Taiwan Stock Exchange Corporation of total revenues

of $ 1,917,848 .

had revenue from two customers with greater than 10% of total revenues during 2020 that represented approximately 39 % of total revenues.

We had $ 414,415 revenues ( 28 % ) from Chunghwa Telecom and $ 159,048 revenues ( 11 % ) from Siemens.

At December 31, 2022 one customer out of a total

of 36 customer accounts receivable accounts was 52 % of the total accounts receivable.

This specific customer was Chicony Power Technology

One customer (Chunghwa Telecom) represented approximately 95 % of total accounts receivable of $ 492,752 as of December 31, 2021.

These customers are longtime customers, and we don’t expect any problem with collectability of these accounts receivable.

from two customers out of 42 total customers represented approximately 52 % of total revenue for the year ended December 31, 2022.

specific customers were 1) We had $9 48,592 revenues ( 21 %) from Chunghwa Telecom, 2) We had $ 1,385,026 revenues ( 31 %) from Chicony Power

Technology Co Ltd, (both Taiwan companies) of total revenues of $ 4,468,279 .

had revenue from two customers with greater than 10 % of total revenues for the year ended December 31, 2021 that represented approximately

55 % of total revenues.

We had $ 786,686 revenues ( 41 %) from Chunghwa Telecom and $ 260,946 revenues ( 14 %) from Taiwan Stock Exchange Corporation

of total revenues of $ 1,917,848 .

other customers represented greater than 10 % of total revenues in years ended December 31, 2022 and 2021.

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Current Assets

current assets represent cash paid in advance to insurance companies and vendors for service coverage extending into subsequent periods.

current assets represent cash paid in advance to vendors for service coverage extending into subsequent periods.

review our inventories for excess or obsolete products or components based on an analysis of historical usage and an evaluation of estimated

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ended December 31, 2022 and 2021 was $ 17,801 and $ 15,016 , respectively.

assets consist of trademarks and other intangible assets associated with the purchase price allocation of MEGAsys.

Such assets are fully

amortized at December 31, 2021.

Current year amortization of trademarks was as follows:

OF FUTURE AMORTIZATION OF TRADEMARKS

Deposits—Long-Term

deposits consist of a deposit related to the leases of MEGAsys’ office space, and tender deposits placed with local governments

deposits consist of a deposit related to the leases of Iveda Taiwan’ office space, and tender deposits placed with local governments

and major customers in Taiwan as part of the bidding process, which are anticipated to be held more than one year if the bid is accepted.

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United States

$ ( 1,586,925 )

Republic of China (Taiwan)

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2 RELATED PARTIES

SCHEDULE OF RELATED PARTY TRANSACTIONS

OF RELATED PARTY TRANSACTIONS

December 31, 2022

December 31, 2021

During 2020 one of the three MEGAsys directors loaned money to MEGAsys at no interest.

On October 18, 2018, we entered into a debenture agreement for $ 50,000 with Quadrant International LLC (four partners, three of which are related parties) at 0.0 % interest per annum with interest and principal payable on the maturity date of December 31, 2019 .

On September 10, 2014, we entered into a debenture agreement with Mr.

Alex Kuo, a member of the Board of Directors, for $ 30,000 , through his wife, Li-Min Hsu, at 9.5 % interest per annum with interest and principal payable on the extended maturity date of December 31, 2015 .

As consideration for the extension of the debenture, we granted Mrs.

Hsu options to purchase 3,000 shares of our common stock with an exercise price of $ 0.77 per share.

*No longer a Director

On September 8, 2014, we entered into a debenture agreement with Mr.

Kuo’s wife, Li-Min Hsu, for $ 100,000 , at 9.5 % interest per annum with interest and principal payable on the extended maturity date of December 31, 2015 .

As consideration for the extension of the debenture, we granted Mrs.

Hsu options to purchase 10,000 shares of our common stock with an exercise price of $ 0.77 per share.

*No longer a Director

On August 28, 2014, we entered into a debenture agreement

Gregory Omi, formerly a member of our Board of Directors of the company for $ 200,000 ,

interest per annum with interest and principal payable on the extended maturity date of December

On August 28, 2014, we entered into a debenture agreement with Mr.

Gregory Omi, formerly a member of our Board of Directors of the company for $ 200,000 , at 9.5 % interest per annum with interest and principal payable on the extended maturity date of December 31, 2016 .

As consideration for the extension of the debenture, we granted Mr.

Omi options to purchase 20,000

shares of our common stock with an exercise price of $ 0.77

Omi options to purchase 2,500 shares of our common stock with an exercise price of $ 6.16 per share.

This debenture was extended to December 31, 2022.

Omi is currently the CTO of the company.

On November 19, 2012, we entered into a convertible debenture

agreement with Mr.

Robert Gillen, a member of our Board of Directors, for $ 100,000

(the “Gillen I Debenture”), under his company Squirrel-Away, LLC.

Under the original terms of the agreement, interest

is payable at 10 %

per annum and became due on December

On November 19, 2012, we entered into a convertible debenture agreement with Mr.

Robert Gillen, a member of our Board of Directors, for $ 100,000 (the “Gillen I Debenture”), under his company Squirrel-Away, LLC.

Under the original terms of the agreement, interest is payable at 10 % per annum and became due on December 19, 2014 .

Gillen I Debenture was extended to January 5, 2015 .

On June 20, 2013, interest of $ 5,000

was paid on the debenture.

As consideration for agreeing to extend the maturity date of the debenture to December

31, 2015 , we granted Mr.

Gillen options to purchase 10,000

shares of common stock at an exercise price of $ 0.77

per share This debenture was extended to December

On June 20, 2013, interest of $ 5,000 was paid on the debenture.

As consideration for agreeing to extend the maturity date of the debenture to December 31, 2015 , we granted Mr.

Gillen options to purchase 1,250 shares of common stock at an exercise price of $ 6.16 per share This debenture was extended to December 31, 2022 .

Total Due to Related Parties

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short-term debt balances were as follows:

SCHEDULE OF SHORT-TERM DEBT

OF SHORT-TERM DEBT

December 31, 2022

December 31, 2021

Unsecured loan from a shareholder in April 2018 for $ 100,000 at a 50 % interest rate and six month maturity, was due October 2018 .

principal and interest convertible at $ 0.35 per share into common stock at the option of the holder until repaid.

Loan from Hua Nan Bank in 2020 at 2.42 % interest rate per annum and due December 2021 , 2019 loan at 2.61 % interest paid, February - April 2020

Debenture agreements with various shareholders at 10 % interest rate beginning in February 2019 - December 2019, one year maturity, were due February 2020 – December 2020, principal and interest convertible at $ 0.35 per share into common stock at the option of the holder until repaid.

All principal and accrued interest converted during 2021 except one remaining $ 50,000 debenture and accrued interest of $ 12,079 .

Debenture agreements with various shareholders at 10 %- 20 % interest rate beginning in January 2020 - February 2021, one year maturity, due January 2021 – February 2022, principal and interest convertible at $ 0.35 per share into common stock at the option of the holder until repaid.

All principal and accrued interest converted during 2021.

Short-term three month loan at 0 % interest from a shareholder in June 2020, was due September 2020 .

Debenture agreements with a shareholder at 10 % interest rate beginning August 2019, one year maturity, was due August 2020 , principal and interest convertible at $ 2.80 per share into common stock at the option of the holder until repaid.

All principal and accrued interest of $ 17,079 was repaid in December 2022.

Loan Agreement with Shanghai Bank at 2.94 % interest rate per annum due September 2023 .

Balance at end of period

Long-term debt balances were as follows:

SCHEDULE OF LONG-TERM DEBT

Loans from Shanghai Bank with interest rates 1.00 % - 1.5 % per annum due February 2024 – November 2026

Current Portion of Long-term debt

Balance at end of period

OF LONG-TERM DEBT

from Shanghai Bank with interest rates 1.50 % - 2.97 % per annum due February 2024 – November 2026

Portion of Long-term debt

at end of period

4 PREFERRED STOCK

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delaying, or preventing a change in control of our company.

A Preferred Stock

are authorized to issue up to 10,000,000 shares of Series A Preferred Stock.

Each share of Series A Preferred Stock accrues cumulative

dividends at a rate of 9.5 % per annum of the original issue price of $ 1.00 per share.

Accrued but unpaid dividends are payable by us,

either in cash or in shares of our common stock, upon the occurrence of a Liquidation Event (as defined in our Articles of Incorporation)

or upon conversion of the shares into shares of our common stock.

In addition, in the event of any liquidation, dissolution, or winding

up of our company, the holders of Series A Preferred Stock are entitled to receive distributions of any of the assets of our company

prior and in preference to the holders of our common stock, but after distribution of any assets of our company to the holders of our

Series B Preferred Stock in an amount equal to the Series B Preferred Stock’s original issue price plus any accrued but unpaid

share of Series A Preferred Stock is convertible at the option of the holder, at any time, into shares of our common stock equal to the

original issue price divided by an initial conversion price of $ 1.00 per share of Series A Preferred Stock, subject to certain adjustments.

On June 30, 2017, all shares of Series A Preferred Stock not already converted automatically converted into shares of our common stock

at the then-applicable conversion price.

holders of Series A Preferred Stock have the same voting rights as, and vote as a single class with, the holders of our common stock.

Each holder of our Series A Preferred Stock is entitled to the number of votes equal to the number of shares of our common stock into

which such shares of Series A Preferred Stock may be converted.

In addition, in the event we sell, grant, or issue any Common Stock Equivalent

(as defined in our Articles of Incorporation) at a price per share that is lower than the then-applicable conversion price for the Series

A Preferred Stock, the conversion price for the Series A Preferred Stock will be adjusted to account for the dilutive issuance.

effectuate a stock split or subdivision of our common stock or our Board of Directors declares a dividend payable in our common stock,

the conversion price for the Series A Preferred Stock will be appropriately decreased to protect the Series A Preferred Stock holders

from any dilutive effect of the stock split, subdivision, or stock dividend.

Similarly, if the number of shares of our common stock outstanding

decreases due to a reverse stock split or other combination of the outstanding shares of our common stock, then the applicable conversion

price of the Series A Preferred Stock will increase in order to proportionately decrease the number of shares issuable upon conversion .

Holders of our Series A Preferred Stock have no sinking fund or redemption rights.

B Preferred Stock

are authorized to issue up to 500 shares of Series B Preferred Stock.

Each share of Series B Preferred Stock accrues dividends at a rate

of 9.5 % per annum of the original issue price of $ 10,000 per share.

Dividends on the Series B Preferred Stock accrue daily and compound

All accrued but unpaid dividends on the Series B Preferred Stock must be paid, declared, or set aside prior to the declaration

of any dividend on any class of stock that is junior in preference to the Series B Preferred Stock.

Dividends on the Series B Preferred

Stock are paid quarterly, beginning on July 1, 2015 in either cash or shares of our common stock.

In addition, all accrued but unpaid

dividends are payable by us, either in cash or in shares of our common stock, upon the occurrence of a Liquidation Event (as defined

in our Articles of Incorporation) or upon the conversion of the shares into shares of our common stock.

the event of any liquidation, dissolution, or winding up of our company, the holders of Series B Preferred Stock are entitled to receive

distributions of any of the assets of our company equal to 100% of the original issue price plus all accrued but unpaid dividends prior

and in preference to the holders of Series A Preferred Stock and holders of our common stock .

We also have the option to redeem all,

but not less than all, of the Series B Preferred Stock, provided that certain conditions have been met.

Should we choose to redeem the

shares of our Series B Preferred Stock outstanding, we are required to pay the original purchase price plus all accrued but unpaid dividends.

Each share of Series B Preferred Stock is convertible at the option of the holder, at any time, into shares of our common stock equal

to the original issue price divided by an initial conversion price of $0.75 per share of Series B Preferred Stock, subject to certain

holders of Series B Preferred Stock have no voting rights, except as are expressly provided in our Articles of Incorporation or required

Without the approval of at least a majority of the outstanding Series B Preferred Stock, we may not authorize or issue (i) any

additional or other shares of capital stock that are of senior rank to the shares of Series B Preferred Stock in respect of the preferences

as to dividends, distributions, or payments upon the liquidation, dissolution, and winding up of our company, (ii) any additional or

other shares of capital stock that are of equal rank to the shares of Series B Preferred Stock in respect of the preferences as to dividends,

distributions, or payments upon the liquidation, dissolution, and winding up of our company, or (iii) any capital stock junior in preference

to the Series B Preferred Stock having a maturity date that is prior to the maturity date of the Series B Preferred Stock.

if we consummate a Fundamental Transaction (as defined in our Articles of Incorporation) while shares of our Series B Preferred Stock

are outstanding, then the holders of those outstanding shares have the right to receive, upon conversion of the Series B Preferred Stock,

the same amount and kind of securities, cash, or property as they would have received if they would have been holders of the number of

shares of common stock issuable upon conversion in full of all shares of our Series B Preferred Stock immediately prior to the Fundamental

addition, in the event we sell, grant, or issue any Common Stock Equivalent (as defined in our Articles of Incorporation) at a price

per share that is lower than the then-applicable conversion price for the Series B Preferred Stock (the “Effective Price”),

the conversion price for the Series B Preferred Stock will be adjusted to the Effective Price.

we effectuate a stock split or subdivision of our common stock or our Board of Directors declares a dividend payable in our common stock,

the conversion price for the Series B Preferred Stock will be appropriately decreased to protect the Series B Preferred Stockholders

from any dilutive effect of the stock split, subdivision, or stock dividend.

Similarly, if the number of shares of our common stock outstanding

decreases due to a reverse stock split or other combination of the outstanding shares of our common stock, then the applicable conversion

price of the Series B Preferred Stock will increase in order to proportionately decrease the number of shares issuable upon conversion.

Holders of our Series B Preferred Stock have no sinking fund rights.

As of December 31, 2021, we have no outstanding shares of Series

B Preferred Stock.

are authorized to issue up to 37,500,000 shares of common stock, par value $ 0.00001 per share.

All outstanding shares of our common

stock are of the same class and have equal rights and attributes.

The holders of our common stock are entitled to one vote per share

on all matters submitted to a vote of the stockholders of our company.

All outstanding shares of our common stock

are of the same class and have equal rights and attributes.

The holders of our common stock are entitled to one vote per share on all

matters submitted to a vote of the stockholders of our company .

Our common stock does not have cumulative voting rights.

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.

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

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6 STOCK OPTION PLAN AND WARRANTS

October 15, 2009, we adopted the 2009 Stock Option Plan (the “2009 Option Plan”), with an aggregate number of 1,500,000 shares

of common stock issuable under the plan.

The purpose of the 2009 Option Plan was to assume options that were already issued in the 2006

and 2008 Option plans under Iveda Corporation after the merger with Charmed Homes.

January 18, 2010, we adopted the 2010 Stock Option Plan (the “2010 Option Plan”), which allows the Board to grant options

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The 2010 Option Plan expired on January 18, 2020.

adopted a new plan called Iveda Solutions, Inc.

As of December 31, 2022 there

were 361,313 options outstanding under the 2010 Option Plan.

December 15, 2020, we adopted the Iveda Solutions, Inc.

2020 Plan (the “2020 Plan”).

The 2020 Plan will have a maximum of 10 million

option shares authorized with similar terms and conditions to the 2010 Option Plan.

This plan has not been approved by the shareholders.

of December 31, 2021, there were 7,147,500 options outstanding under all the option plans.

The 2020 Plan has a maximum of 1,250,000

shares authorized with similar terms and conditions to the 2010 Option Plan.

As of December 31, 2022 there were 653,125 options outstanding

under the 2020 Option Plan.

The shares issuable pursuant to the 2020 Option Plan are registered with the SEC under Forms S-8 filed on

October 7, 2022 (No.

of December 31, 2022 and December 31, 2021, there were 1,014,438 and 907,188 options outstanding, respectively, under all the option

options may be granted as either incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986,

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option transactions during 2022 and 2021 were as follows:

SCHEDULE OF STOCK OPTION TRANSACTIONS

OF STOCK OPTION TRANSACTIONS

Outstanding at Beginning of Year

( 1,270,000 )

Forfeited or Canceled

( 1,103,700 )

Forfeited or Cancelled

Outstanding at End of Year

2 unchanged sentences

with respect to stock options outstanding and exercisable at December 31, 2022 is as follows:

SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE

OF STOCK OPTION OUTSTANDING AND EXERCISABLE

Options Outstanding

Options Exercisable

Outstanding at

Exercisable at

0.32 - $ 17.76

fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average

assumptions used for options granted.

SCHEDULE OF BLACK-SCHOLES OPTION-PRICING MODEL

OF BLACK-SCHOLES OPTION-PRICING MODEL

Expected Life

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Outstanding at Beginning of Year

Forfeited or Canceled

( 2,203,331 )

Forfeited or Cancelled

Outstanding at End of Year

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with respect to warrants outstanding and exercisable at December 31, 2022 is as follows:

SUMMARY OF WARRANTS OUTSTANDING AND EXERCISABLE INFORMATION

OF WARRANTS OUTSTANDING AND EXERCISABLE INFORMATION

Warrants Outstanding

Warrants Exercisable

Number Outstanding at

Average Remaining Contractual

Number Exercisable at

1.40 - $ 13.20

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weighted-average assumptions used for options granted.

SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE

OF WARRANTS OUTSTANDING AND EXERCISABLE

Expected Life

2 unchanged sentences

Risk-Free Interest Rate

0.18 - 1.00 %

0.19 - 1.59 %

7 INCOME TAXES

2 unchanged sentences

carryforward that create deferred tax assets and liabilities are as follows:

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

Operating Loss Carryforward - USA

Allowance - USA

OF DEFERRED TAX ASSETS AND LIABILITIES

Tax Operating Loss Carryforward - USA

Valuation Allowance - USA

( 11,800,000 )

( 10,800,000 )

Deferred Tax Assets, Net

valuation allowance increased approximately $ 1.0 million, primarily as a result of the increased net operating losses of our U.S.- based

of December 31, 2021, we had federal net operating loss carryforwards for income tax purposes of approximately $ 29 million which will

begin to expire in 2025 .

We also have Arizona net operating loss carryforwards for income tax purposes of approximately $ 2.0 million

which expire after five years.

These carryforwards have been utilized in the determination of the deferred income taxes for financial

statement purposes.

of December 31, 2022, we had federal net operating loss carryforwards for income tax purposes of approximately $ 32 million which

will begin to expire in 2025 .

Arizona net operating loss carryforwards for income tax purposes of approximately $ 2.0

million which expire after five years.

These carryforwards have been utilized in the determination of the deferred income taxes

for financial statement purposes.

The following table accounts for federal net operating loss carryforwards only.

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31, 2022 and 2021.

If we did not have net losses in 2022 and 2021

we would have had an additional amount of dilutive securities convertible at less than the then fair market value of the common stock.

These amounts would have been 90,000 and 1,367,862 , respectively.

SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED

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9 CONTINGENT LIABILITIES—TAIWAN

to certain contracts with Siemens, Chung-Hsin Electric and Machinery Manufacturing Corp, MEGAsys is required to provide after-project

If MEGAsys fails to provide these after-project services in the future, other parties of the related contract would have recourse.

The financial exposure to MEGAsys in the event of failure to provide after- project services in the future as of December 31, 2021 is

to certain contracts with Chicony Power Technology Co., Ltd., Siemens, and Chung-Hsin Electric and Machinery Manufacturing Corp, Iveda

Taiwan is required to provide after-project services.

If Iveda Taiwan fails to provide these after-project services in the future, other

parties of the related contract would have recourse.

The financial exposure to Iveda Taiwan in the event of failure to provide after-

project services in the future as of December 31, 2022 is $ 296,536 .

10 SUBSEQUENT EVENTS

2023 warrant holders have exercised 945,900 warrants at $ 1.40 per share for gross proceeds of $ 1,324,260 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures