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March 1, 2023
Nga Fan Wong
Chief Executive Officer and Chairman
VS MEDIA Holdings Ltd
6/F, KOHO
75 Hung To Road
Kwun Tong
Hong Kong
Re:VS MEDIA Holdings Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted February 7, 2023
CIK No. 0001951294
Dear Nga Fan Wong:
            We have reviewed your amended draft registration statement 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 by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted February 7, 2023
Cover Page
1.We note your response to comment 2 and reissue in part. We note your additional cover
page disclosure adding a cross-reference to your disclosure on pages 130 and 193. In
addition to the added cross-references, please include disclosure highlighting the risks and
consequences of complying with Hong Kong laws and regulations, including the
enforcement of civil liabilities.

 FirstName LastNameNga Fan Wong
 Comapany NameVS MEDIA Holdings Ltd
 March 1, 2023 Page 2
 FirstName LastName
Nga Fan Wong
VS MEDIA Holdings Ltd
March 1, 2023
Page 2
Significant Risks, page 16
2.We note your response to comment 8 and reissue. In your response letter you state that the
summary risk factor section has been amended to fit on two pages. However, in the
amended registration statement we note that the summary risk factor section starts on page
16 and ends on page 21. Please clarify the discrepancy between your response letter and
the registration statement.
Our Clients, page 124
3.We note your response to comment 18 and reissue in part. For the 6 long-term contracts
with services committed for more than one year, please provide a range for the length of
these contracts, or confirm that all your long-term contracts are one year with a yearly
renewal clause.
Notes to the Unaudited Condensed Consolidated Financial Statements
Note 17 - Related Party Transactions, page F-50
4.We note that you signed an agreement to sell Shuobing (Shanghai) Culture
Communication Co., Ltd., a related party, in 2022.  Please tell us why the sales price of
$5,349,399 was receivable at December 31, 2021 (page F-25) if the agreement to
sell Shuobing was signed on July 31, 2022, a subsequent date.  In addition, please explain
why the total due before any allowance was $5,453,399, and the relation, if any, to the
December 31, 2020 related party balance of $5,522,928.
            You may contact Blaise Rhodes at 202-551-3774 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Benjamin A. Tan