SecProbe.io

CORRESP
 1
 filename1.htm

 May
2, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 VS
 MEDIA Holdings Ltd

 Registration
 Statement on Form F-1

 File
 No. 333-286658

 Ladies
and Gentlemen:

 As
the placement agent of the proposed offering of VS MEDIA Holdings Ltd (the "Company"), we hereby join the Company's
request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 5:00 p.m., Eastern Time, on May
6, 2025, or as soon thereafter as is practicable.

 The
undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

 Very truly yours,

 Joseph Gunnar & Co., LLC

 By:
 /s/
 Peter Serra

 Name:
 Peter Serra

 Title:
 Head of Investment Banking

CORRESP
 1
 filename1.htm

 VS MEDIA HOLDINGS LIMITED

 6/F, KOHO,

 75 Hung To Road,

 Kwun Tong, Hong Kong

 May 2, 2025

 Mr. Eddie Kim

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 Washington, D.C. 20549

 Re:
 VS MEDIA Holdings Ltd

 Registration Statement on Form F-1

 Filed April 21, 2025

 File No. 333-286658

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, VS MEDIA Holdings Ltd hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 5:00 p.m., Eastern Time, on May 6, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Nga Fan Wong

 Nga Fan Wong
 Chief Executive Officer

 cc:
 Loeb & Loeb LLP

 Duane Morris LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 24, 2025

Nga Fan Wong
Chief Executive Officer
VS MEDIA Holdings Ltd
6/F, KOHO
75 Hung To Road
Kwun Tong, Hong Kong

 Re: VS MEDIA Holdings Ltd
 Registration Statement on Form F-1
 Filed April 21, 2025
 File No. 333-286658
Dear Nga Fan Wong:

 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 Eddie Kim at 202-551-8713 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Ted Paraskevas
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

VS
MEDIA HOLDINGS LIMITED

6/F,
KOHO,

75
Hung To Road,

Kwun
Tong, Hong Kong

September
25, 2023

VIA
EDGAR

Blaise
Rhodes/Lyn Shenk

Nicholas
Nalbantian/ Mara Ransom

Securities
and Exchange Commission

Division
of Corporate Finance

Office
of Technology

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    VS
    Media Holdings Limited

    Registration
    Statement on Form F-1, as amended (File No. 333-273914)

    Request
    for Acceleration of Effectiveness

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, VS MEDIA HOLDINGS LIMITED
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that such
Registration Statement will become effective at 4:30 p.m., Eastern Time, on September 26, 2023, or as soon thereafter as practicable.

The
Company understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

    Very
    truly yours,

    VS
    MEDIA HOLDINGS LIMITED

    By:
    /s/
    Nga Fan Wong

    Name:
    Nga
    Fan Wong

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

VIA
EDGAR

September
25, 2023

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:
    VS
    Media Holdings, Ltd.

    Registration
    Statement on Form F-1

    File
    No. 333-273914

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), we, the underwriter (the “Underwriter”),
hereby join in the request of VS Media Holdings, Ltd. (the “Registrant”), for the acceleration of the effective date of the
Registrant’s Registration Statement on Form F-1 (File No. 333-273914) (as amended, the “Registration Statement”), relating
to a public offering of shares of the Registrant’s ordinary shares, no par value per share, so that the Registration Statement
may be declared effective on 4:30 p.m. Eastern Time on Tuesday, September 26, 2023, or as soon thereafter as practicable. The undersigned,
as the Underwriter, confirms that it is aware of its obligations under the Securities Act.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of a preliminary prospectus as
appears to be reasonable to secure adequate distribution of the preliminary prospectus.

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.

    Very truly yours,

    Univest Securities, LLC

    By:
    /s/
    Edric Guo

    Name:
    Edric Guo

    Title:
    CEO

CORRESP
1
filename1.htm

August
21, 2023

Blaise
Rhodes/Lyn Shenk

Nicholas
Nalbantian/ Mara Ransom

Securities
and Exchange Commission

Division
of Corporate Finance

Office
of Technology

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Re:
                                            VS MEDIA Holdings Ltd

    Registration
    Statement on Form F-1

    Filed
    August 11, 2023 File No. 333-273914

Dear
Sir/Madam,

On
behalf of our client, VS MEDIA Holdings Ltd (the “Company”), we submit to the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained
in the Staff’s letter dated August 18, 2023. Concurrently with the submission of this letter, the Company is submitting its revised
registration statement on Form F-1 (the “Revised Registration Statement”) and the related exhibits via EDGAR to the Commission.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the Registration Statement.

*
* *

Registration
Statement on Form F-1, Filed August 11, 2023

Resale
Prospectus Alternate Page, page i

1.
We note some deviations in disclosure between the Public Offering Prospectus and the Resale Prospectus Alternate Page. As two examples
only, (i) the Resale Prospectus Alternate Page states that you will not consummate the offering without a listing approval from Nasdaq,
but the Public Offering Prospectus cover page does not contain similar disclosure; and (ii), we note that the Resale Prospectus Alternate
Page refers to IM 56154, when referencing Nasdaq’s definition of a “controlled company,” but the Public Offering Prospectus
refers to IM 5615-5. Please clarify these discrepancies.

Response:

Responsive
to the Staff’s comments, we have clarified the discrepancies between the Public Offering Prospectus and the Resale Prospectus Alternate
Page.

General

2.
We note that in a few points in your registration statement, you refer to “Class Ordinary Shares” instead of “Class
A” or “Class B” Ordinary Shares. Where you state “Class Ordinary Shares,” please clarify which class of
ordinary shares you refer.

Response:

We
have corrected the errors in the Revised Registration Statement to clarify the class of ordinary shares we are referring to.

If
you have any questions regarding the Revised Registration Statement, please contact the undersigned by phone at (212) 930 9700 or via
e-mail at btan@srf.law.

    Very
    truly yours,

    SICHENZIA
    ROSS FERENCE LLP

    /s/
    Benjamin Tan

    Benjamin
    Tan Esq.

1185
Avenue of the Americas | 31st Floor | New York, NY | 10036

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

United States securities and exchange commission logo
August 18, 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
Registration Statement on Form F-1
Filed August 11, 2023
File No. 333-273914
Dear Nga Fan Wong:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1, Filed August 11, 2023
Resale Prospectus Alternate Page, page i
1.We note some deviations in disclosure between the Public Offering Prospectus and the
Resale Prospectus Alternate Page. As two examples only, (i) the Resale Prospectus
Alternate Page states that you will not consummate the offering without a listing approval
from Nasdaq, but the Public Offering Prospectus cover page does not contain similar
disclosure; and (ii), we note that the Resale Prospectus Alternate Page refers to IM 5615-
4, when referencing Nasdaq's definition of a "controlled company," but the Public
Offering Prospectus refers to IM 5615-5. Please clarify these discrepancies.

 FirstName LastNameNga Fan Wong
 Comapany NameVS MEDIA Holdings Ltd
 August 18, 2023 Page 2
 FirstName LastName
Nga Fan Wong
VS MEDIA Holdings Ltd
August 18, 2023
Page 2
General
2.We note that in a few points in your registration statement, you refer to "Class Ordinary
Shares" instead of "Class A" or "Class B" Ordinary Shares. Where you state "Class
Ordinary Shares," please clarify which class of ordinary shares you refer.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

United States securities and exchange commission logo
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

United States securities and exchange commission logo
January 5, 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
Draft Registration Statement on Form F-1
Submitted December 7, 2022
CIK No. 0001951294
Dear Nga Fan Wong:
            We have reviewed your 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.
Draft Registration Statement on Form F-1 Submitted December 7, 2022
Cover Page
1.Where you disclose that you are not a Hong Kong based operating company and your
operations are conducted by your subsidiaries in Hong Kong, clarify that this structure
involves unique risks to investors. Your disclosure should acknowledge that Chinese
regulatory authorities could disallow this structure, which would likely result in a material
change in your operations and/or a material change in the value of the securities you are
registering for sale, including that it could cause the value of such securities to
significantly decline or become worthless. Provide a cross-reference to your detailed

 FirstName LastNameNga Fan Wong
 Comapany NameVS MEDIA Holdings Ltd
 January 5, 2023 Page 2
 FirstName LastNameNga Fan Wong
VS MEDIA Holdings Ltd
January 5, 2023
Page 2
discussion of risks facing the company and the offering as a result of this structure.
2.Given your operations and officers located in Hong Kong, please discuss the laws and
regulations in Hong Kong, as applicable, as well as the related risks and consequences. An
example of such location-specific regulations that should be discussed includes
enforceability of civil liabilities in Hong Kong.
3.Disclose your intentions to distribute earnings or transfer cash between entities in the
future. To the extent you have cash management policies that dictate how funds are
transferred between you, your subsidiaries or investors, summarize the policies on your
cover page and in the prospectus summary, and disclose the source of such policies (e.g.,
whether they are contractual in nature, pursuant to regulations, etc.); alternatively, state
on the cover page and in the prospectus summary that you have no such cash management
policies that dictate how funds are transferred.
4.Please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash in the business is in Hong Kong or a Hong Kong
entity, the funds may not be available to fund operations or for other use outside of Hong
Kong due to interventions in or the imposition of restrictions and limitations on the ability
of you or your subsidiaries by the PRC government to transfer cash.
Cautionary Statement Regarding Doing Business in China, page 7
5.We note on page 9 that you conclude that none of the PRC laws and regulations apply to
you, but you do not appear to have relied upon an opinion of counsel with respect to your
conclusions that you do not need any permissions and approvals from PRC authorities to
operate your business and to offer securities to investors. If true, state as much and explain
why such an opinion was not obtained. In addition, please also include this disclosure in
the Prospectus Summary section.
Prospectus Summary, page 12
6.We note your risk factor disclosure on page 40, as well as the disclosure on page 76,
describing the substantial doubt in your ability to continue as a going concern. Please also
include such disclosure in this section, including whether you expect that your existing
cash balances will be sufficient to meet working capital and capital expenditure needs for
the next twelve months. Disclose the dollar amount required to fund your operations for
the next 12 months. Also disclose your accumulated deficit, and quantify your debt
service obligation. Please disclose the amount of debt that you anticipate incurring in the
next 12 months and clearly explain the risk to investors.
7.Ensure that your discussion on page 22 quantifies any cash flows and transfers of other
assets by type that have occurred between the holding company, its subsidiaries, and
direction of transfer. Quantify any dividends or distributions that a subsidiary have made
to the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their

 FirstName LastNameNga Fan Wong
 Comapany NameVS MEDIA Holdings Ltd
 January 5, 2023 Page 3
 FirstName LastNameNga Fan Wong
VS MEDIA Holdings Ltd
January 5, 2023
Page 3
tax consequences. Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date. Describe any restrictions on foreign exchange and
your ability to transfer cash between entities, across borders, and to U.S. investors.
Describe any restrictions and limitations on your ability to distribute earnings from the
company, including your subsidiaries, and to the parent company and U.S. investors as
well as the ability to settle amounts owed.
Significant Risk Factors, page 16
8.We note the inclusion of a bulleted summary of the principal risk factors. Please amend
the summary of principal risk factors so that it is no more than two pages long. Refer to
Item 105(b) of Regulation S-K.
Risks Related to Doing Business in HK SAR, page 19
9.Please ensure that each summary risk factor referencing doing business in HK SAR have a
cross-reference to the relevant individual detailed risk factor. This cross-reference should
include both the risk factor title and the page number.
Summary Financial Data, page 32
10.We note you have provided summary financial data for the years ended December 31,
2021 and 2020.  Please also provide such data for any interim periods presented.
Risk Factors, page 34
11.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and discuss the risks to investors when investing in
stock where the price is changing rapidly. Clearly state that such volatility, including any
stock-run up, may be unrelated to your actual or expected operating performance and
financial condition or prospects, making it difficult for prospective investors to assess the
rapidly changing value of your stock.
Use of Proceeds, page 69
12.We note your disclosure that approximately 40% of your use of proceeds will be used for
territorial expansion of your business into North America and Southeast Asia. Please
briefly describe the assets and costs of the assets in order to make this expansion possible.
Refer to Item 3.C.2 of Form 20-F, as incorporated by Item 4.a of Form F-1.
13.We note your disclosure that approximately 3% of your use of proceeds will be used for
"repaying shareholder and bank loans." Please also describe the interest rate and maturity
of such indebtedness and, for indebtedness incurred within the past year, the uses to which
the proceeds of such indebtedness were put. Refer to Item 3.C.4 of Form 20-F, as

 FirstName LastNameNga Fan Wong
 Comapany NameVS MEDIA Holdings Ltd
 January 5, 2023 Page 4
 FirstName LastName
Nga Fan Wong
VS MEDIA Holdings Ltd
January 5, 2023
Page 4
incorporated by Item 4.a of Form F-1.
Capitalization, page 73
14.We note that you have included net loss in your capitalization table and omitted
accumulated other comprehensive income.  As a result, your total capitalization does not
foot.  Please revise for consistency with the shareholder’s equity section of your
corresponding balance sheet.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
75
15.We note disclosure throughout your registration statement that all your revenues are
derived from either Hong Kong or Taiwan. Please also include a breakdown of total
revenues by category of activity and geographic market for each of the last two financial
years in this section, or another section you deem more appropriate. Refer to Item 4.B.2 of
Form 20-F, as incorporated by Item 4.a of Form F-1.
16.We note your disclosure stating that the Hong Kong Dollar is pegged to the U.S. Dollar.
As a result, please expand your discussion of interest rates to describe their impact on
your financial condition, including your balance sheet. For example, given rising rates
and/or rapidly shifting consumer preferences, describe any resulting impacts on your
inventory, accounts payable, long-term debt, or accrued expense balances.
Capital Structure and Liquidity, page 86
17.We note the following disclosure on page 89: "both carrying an interest rate of 15% per
annum from an independent third party." Instead of using the term "third-party," please
disclose the lender of these funds.
Our Clients, page 124
18.Clarify the typical duration of a cooperation contact.  For the 6 long-term contacts with
services committed for more than one year, provide the range of the length of time for
these contracts and what percentage of historical revenue they comprise.
Management, page 155
19.We note on page 44 your risk factor describing the importance of protecting against
security breaches and cybersecurity risks and risks of data loss. Since cybersecurity and
cyber-attacks are a potential risk, please also disclose in this section the nature of the
board's role in overseeing your cybersecurity risks, including in connection with the
company's third party providers if any.

 FirstName LastNameNga Fan Wong
 Comapany NameVS MEDIA Holdings Ltd
 January 5, 2023 Page 5
 FirstName LastName
Nga Fan Wong
VS MEDIA Holdings Ltd
January 5, 2023
Page 5
Enforceability of Civil Liabilities, page 192
20.We acknowledge your disclosure on pages 11 and 62 stating that most of your directors
and officers reside outside of the United States and addressing the challenges of bringing
actions and enforcing judgments/liabilities against directors or officers located in Hong
Kong. In addition to the existing disclosure, please identify the relevant individuals who
are located in Hong Kong or the PRC, as applicable.
Notes to the Audited Consolidated Financial Statements
Note 9 - Equity, page F-17
21.We note that you have two classes of ordinary shares.  Please revise your notes here and
in your interim financial statements to disclose the nature and terms of your Class A and B
ordinary shares, including voting and conversion rights.  Refer to FASB ASC 505-10-50-
3.
Note 16 - Related Party Transactions, page F-24
22.We note that you anticipate collecting the currently outstanding balance of approximately
$3.2 million, due from Shuobing Culture Communication Co. Ltd., by November 2023.
Please disclose your policy for evaluating this account's collectability.  In addition,
considering your expected collection timeframe, please tell us how you determined its
classification as a current asset was appropriate for each balance sheet date presented.
Please also revise to disclose the repayment terms agreed to in the sale contract.
General
23.We note disclosure of industry data and market data derived from various sources. To the
extent you commissioned any of the third party data you cited, provide the consent of the
third party in accordance with Rule 436.
24.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications. Please contact the staff member associated
with the review of this filing to discuss how to submit the materials, if any, to us for our
review.

 FirstName LastNameNga Fan Wong
 Comapany NameVS MEDIA Holdings Ltd
 January 5, 2023 Page 6
 FirstName LastName
Nga Fan Wong
VS MEDIA Holdings Ltd
January 5, 2023
Page 6
            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