Forcendra Holding Ltd 6-K, filed Oct 1, 2026
Forcendra Holding Ltd (FCDH)
About this 6-K
Forcendra Holding Ltd filed this 6-K on October 1, 2026.
VS Media Holdings Limited reported revenue of $3,357,924 for the six months ended June 30, 2026, while net loss narrowed to $254,213 from $4,444,519. Operating activities used $768,053 of cash. AI summary
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: October 2026
Commission File Number: 001-41817
(Translation of registrant’s name into English)
Eng Yong Julius Toh, Chief Executive Officer
3 International Business Park #03-29
Nordic European Centre
Singapore, 609927
Telephone: +65 6518 4887
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
VS MEDIA Holdings Limited (the “Company”) is furnishing this Form 6-K to provide the unaudited consolidated financial statements for the six months ended June 30, 2026 and 2025 and to incorporate such financial statements into the Company’s registration statements referenced below.
This Report on Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-297756) and Form S-8 (File Nos. 333-276310 and 333-292063) and the prospectuses thereof and any prospectus supplements or amendments thereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| VS MEDIA HOLDINGS LIMITED | ||
| (Registrant) | ||
| Date: October 1, 2026 | /s/ Eng Yong Julius Toh | |
| Name: | Eng Yong Julius Toh | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
PRELIMINARY NOTE
The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with our audited consolidated financial statements and related notes that appear in our annual report on Form 20-F for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission on April 30, 2026. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this report. All amounts included herein with respect to the six months ended June 30, 2026 and 2025 are derived from our unaudited condensed consolidated financial statements for the six months ended June 30, 2026 and 2025 (the “Interim Financial Statements”) included elsewhere in this report. These Interim Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
For the six months ended June 30, 2026 and 2025
| Six months ended June 30, | Variance | |||||||||||||||
| 2026 | 2025 | $ | % | |||||||||||||
| Revenues, net | $ | 3,357,924 | $ | 3,259,037 | 98,887 | 3.0 | ||||||||||
| Cost of revenues | (2,365,517 | ) | (2,374,817 | ) | 9,300 | (0.4 | ) | |||||||||
| Gross profit | 992,407 | 884,220 | 108,187 | 12.2 | ||||||||||||
| Marketing expenses | (5,096 | ) | (957,337 | ) | 952,241 | (99.5 | ) | |||||||||
| General and administrative expenses | (1,131,602 | ) | (4,141,758 | ) | 3,010,156 | (72.7 | ) | |||||||||
| Total operating expenses | (1,136,698 | ) | (5,099,095 | ) | 3,962,397 | (77.7 | ) | |||||||||
| Operations loss | (144,291 | ) | (4,214,875 | ) | 4,070,584 | (96.6 | ) | |||||||||
| Other income (expense) | ||||||||||||||||
| Share of loss from equity investment | (174,899 | ) | (131,484 | ) | (43,415 | ) | 33.0 | |||||||||
| Loss on dilution of equity investment | (129,106 | ) | — | (129,106 | ) | — | ||||||||||
| Other income | 26 | 4,976 | (4,950 | ) | (99.5 | ) | ||||||||||
| Interest income | 248,749 | 3,006 | 245,743 | 8175.1 | ||||||||||||
| Interest expense | (54,692 | ) | (106,142 | ) | 51,450 | (48.5 | ) | |||||||||
| Total other expenses, net | (109,922 | ) | (229,644 | ) | 119,722 | (52.1 | ) | |||||||||
| Loss before income taxes | (254,213 | ) | (4,444,519 | ) | 4,190,306 | (94.3 | ) | |||||||||
| Provision for income taxes | — | — | — | — | ||||||||||||
| Net loss | (254,213 | ) | (4,444,519 | ) | 4,190,306 | (94.3 | ) | |||||||||
Revenue
We primarily generate our revenue by providing Marketing Services to Brands and social media platforms and by selling products to our Creators and customers. We recognize all our revenue on a gross basis, comprising (i) Marketing Services—service fees from Brands and advertising revenue from social media platforms, which are essentially the exact amount Brands and social media platforms pay us; and (ii) Social Commerce—product sales to Creators and customers. Marketing Services are further subdivided into Campaign-Based Marketing Services, Optimization-Based Marketing Services and Marketing Services from Social Media Platforms.
We use revenue to assess our business growth, evaluate our market share, and review our scale of operations; measure our performance, identify trends affecting our business; establish our budgets, measure the effectiveness of sales and marketing, and determine our operational efficiencies.
| Six months ended June 30, | Variance | |||||||||||||||||||||||
| 2026 | % | 2025 | % | Amount | % | |||||||||||||||||||
| Campaign-Based Marketing Services | $ | 2,965,828 | 88.32 | $ | 2,187,128 | 67.11 | $ | 778,700 | 35.6 | |||||||||||||||
| Optimization-Based Marketing Services | 166,589 | 4.96 | 775,821 | 23.81 | (609,232 | ) | (78.5 | ) | ||||||||||||||||
| Marketing Services from Social Media Platforms | 225,507 | 6.72 | 296,088 | 9.08 | (70,581 | ) | (23.8 | ) | ||||||||||||||||
| Total | $ | 3,357,924 | 100.0 | $ | 3,259,037 | 100.0 | $ | 98,887 | 3.0 | |||||||||||||||
During the six months ended June 30, 2026, we and our subsidiaries recorded revenue of $3,357,924, representing an increase of 3.0% from revenue of $3,259,037 for the six months ended June 30, 2025. The increase in revenue was mainly attributable to the increase in Campaign-Based Marketing Services offset by the decreased revenue from our Optimization-Based Marketing Services and Marketing Services from Social Media Platforms.
Revenue derived from Campaign-Based Marketing Services was $2,965,828 for the six months ended June 30, 2026, compared with $2,187,128 for the six months ended June 30, 2025, representing an increase of 35.6%. This was due to our strategy of focusing our efforts on growing several major clients to increase their overall spending.
Revenue derived from Optimization-Based Marketing Services was $166,589 for the six months ended June 30, 2026, compared with approximately $775,821 for the six months ended June 30, 2025, representing a decrease of 78.5%. The decrease in revenue was mainly due to the weaken market sentiment, and the decrease in overall spending by major Optimization-Based Marketing Services clients in Hong Kong.
Revenue derived from Marketing Services from Social Media Platforms was $225,507 for the six months ended June 30, 2026, compared with $296,088 for the six months ended June 30, 2025, representing a decrease of 23.8%.
We carried out our business through our indirect wholly-owned Macau subsidiary, MLINK, our indirect wholly-owned HK SAR subsidiaries, VS Media HK, and VS Communication, and our indirect wholly-owned Taiwan subsidiary, VS Media TW. The analysis of revenues by category of activity and geographical market for the six months ended June 30, 2026 and 2025 are summarized as below:
| Six months ended June 30, 2026 | Total | |||||||||||||||||||||||||||
| Macau | HK SAR | % | Taiwan | % | Amount | % | ||||||||||||||||||||||
| Campaign-Based Marketing Services | $ | 109,821 | $ | 744,277 | 71.6 | $ | 2,111,730 | 95.6 | $ | 2,965,828 | 88.3 | |||||||||||||||||
| Optimization-Based Marketing Services | — | 166,589 | 16.0 | — | — | 166,589 | 5.0 | |||||||||||||||||||||
| Marketing Services from Social Media Platforms | — | 129,053 | 12.4 | 96,454 | 4.4 | 225,507 | 6.7 | |||||||||||||||||||||
| Total | $ | 109,821 | $ | 1,039,919 | 100.0 | $ | 2,208,184 | 100.0 | $ | 3,357,924 | 100.0 | |||||||||||||||||
| Six months ended June 30, 2025 | Total | |||||||||||||||||||||||
| HK SAR | % | Taiwan | % | Amount | % | |||||||||||||||||||
| Campaign-Based Marketing Services | $ | 803,669 | 46.5 | $ | 1,383,459 | 90.5 | $ | 2,187,128 | 67.1 | |||||||||||||||
| Optimization-Based Marketing Services | 775,821 | 44.8 | — | — | 775,821 | 23.8 | ||||||||||||||||||
| Marketing Services from Social Media Platforms | 150,542 | 8.7 | 145,546 | 9.5 | 296,088 | 9.1 | ||||||||||||||||||
| Total | $ | 1,730,032 | 100.0 | $ | 1,529,005 | 100.0 | $ | 3,259,037 | 100.0 | |||||||||||||||
We operate in HK SAR, Taiwan and Macau. In HK SAR, the overall revenue generated in the six months ended June 30, 2026 decreased by 39.9% as compared to the six months ended June 30, 2025. The decrease was mainly due to the weaken market sentiment and the decrease in overall spending by major Optimization-Based Marketing Services clients in Hong Kong. In Taiwan, the overall revenue generated in the six months ended June 30, 2026 increased by 44.4% as compared to the six months ended June 30, 2025. The increase in Taiwan was primarily due to our strategy of focusing our efforts on growing several major clients to increase their overall spending. In Macau, the overall revenue generated in the six months ended June 30, 2026 increased by $109,821 as compared to the six months ended June 30, 2025 of nil. The increase in Macau was primarily due to the revenue from the marketing project obtained.
Campaign-Based Marketing Services was the biggest category in Taiwan as they contributed 95.6% revenue in the six months ended June 30, 2026 and 90.5% revenue in the six months ended June 30, 2025.
Campaign-Based Marketing Services was the biggest category in HK SAR as they contributed 71.6% and 46.5% of revenue in the six months ended June 30, 2026 and 2025, respectively.
Campaign-Based Marketing Services contributes 100% of the revenue from Macau in the six months ended June 30, 2026.
Cost of Revenues
| Six months ended June 30, | Variance | |||||||||||||||||||||||
| 2026 | % | 2025 | % | Amount | % | |||||||||||||||||||
| Campaign-Based Marketing Services | $ | 2,047,191 | 86.5 | $ | 1,458,243 | 61.4 | $ | 588,948 | 40.4 | |||||||||||||||
| Optimization-Based Marketing Services | 139,054 | 5.9 | 690,997 | 29.1 | (551,943 | ) | (79.9 | ) | ||||||||||||||||
| Marketing Services from Social Media Platforms | 179,272 | 7.6 | 225,577 | 9.5 | (46,305 | ) | (20.5 | ) | ||||||||||||||||
| Total | $ | 2,365,517 | 100.0 | $ | 2,374,817 | 100.0 | $ | (9,300 | ) | (0.4 | ) | |||||||||||||
Cost of revenues for the six months ended June 30, 2026 decreased slightly to $2,365,517 compared with $2,374,817 for the six months ended June 30, 2025. The decrease was primarily due to changes in the revenue mix and improved overall gross margin.
Cost of Revenues from Campaign-Based Marketing Services was $2,047,191for the six months ended June 30, 2026, compared with $1,458,243 for the six months ended June 30, 2025, representing an increase of 40.4%. The increase was mainly associated with the growth of our Campaign-Based Marketing Services business in 2026.
Cost of Revenues from Optimization-Based Marketing Services was $139,054 for the six months ended June 30, 2026, compared with $690,997 for the six months ended June 30, 2025, representing a decrease of 79.9%. The decrease was directly associated with the decrease in revenue from Optimization-Based Marketing Service business.
Cost of Revenues from Marketing Services from Social Media Platforms was $179,272 for the six months ended June 30, 2026, compared with $225,577 for the six months ended June 30, 2025, representing a decrease of 20.5%. The decrease was in line with the decrease in revenue from Social Media Platforms.
Gross Profit
| Six months ended June 30, | Variance | |||||||||||||||||||||||
| 2026 | % | 2025 | % | Amount | % | |||||||||||||||||||
| Campaign-Based Marketing Services | $ | 918,637 | 31.0 | $ | 728,885 | 33.3 | $ | 189,752 | 26.0 | |||||||||||||||
| Optimization-Based Marketing Services | 27,535 | 16.5 | 84,824 | 10.9 | (57,289 | ) | (67.5 | ) | ||||||||||||||||
| Marketing Services from Social Media Platforms | 46,235 | 20.5 | 70,511 | 23.8 | (24,276 | ) | (34.4 | ) | ||||||||||||||||
| Total | $ | 992,407 | 29.6 | $ | 884,220 | 27.1 | $ | 108,187 | 12.2 | |||||||||||||||
Gross profit was $884,220 for the six months ended June 30, 2025, as compared to $992,407 for the six months ended June 30, 2026, an increase of $108,187. The increase was primarily attributable to the Company’s implementation of a more disciplined approach on client selection by discontinuing our business relationship with certain low-margin clients.
Operating Expenses
| Six months ended June 30, | Variance | |||||||||||||||
| 2026 | 2025 | Amount | % | |||||||||||||
| Marketing expenses | $ | 5,096 | $ | 957,337 | $ | (952,241 | ) | (99.5 | ) | |||||||
| General and administrative expenses | 1,131,602 | 4,141,758 | (3,010,156 | ) | (72.7 | ) | ||||||||||
| Total | $ | 1,136,698 | $ | 5,099,095 | $ | (3,962,397 | ) | (77.7 | ) | |||||||
Marketing expenses for the six months ended June 30, 2026 were $5,096, compared with $957,337 for the six months ended June 30, 2025, representing a decrease of $952,241, or 99.5%. The decrease was primarily attributable to one-off costs associated with a previously planned marketing event recognized in the prior period that did not recur in the current period.
Our general and administrative expenses primarily consist of payroll and welfare expenses incurred by the administration as well as management, operating lease expenses for office rentals, depreciation and amortization expenses, travel and entertainment expenses, consulting and professional service fees, and allowance for expected credit losses on accounts receivable and other receivables. The decrease of $3,010,156 or 72.7% in the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 is mainly due to the consulting and professional costs incurred with regards to the fundraising activities and acquisition in the prior period.
Other Income (Expenses)
| Six months ended June 30, | Variance | |||||||||||||||
| 2026 | 2025 | Amount | % | |||||||||||||
| Interest income | $ | 248,749 | $ | 3,006 | $ | 245,743 | 8175.1 | |||||||||
| Interest expense | (54,692 | ) | (106,142 | ) | 51,450 | (48.5 | ) | |||||||||
| Share of loss from equity investment | (174,899 | ) | (131,484 | ) | (43,415 | ) | 33.0 | |||||||||
| Loss on dilution of equity investment | (129,106 | ) | — | (129,106 | ) | — | ||||||||||
| Other income | 26 | 4,976 | (4,950 | ) | (99.5 | ) | ||||||||||
| Total other expenses, net | $ | (109,922 | ) | $ | (229,644 | ) | $ | 119,722 | (52.1 | ) | ||||||
Interest income, related party represented the interest income generated from loan receivable and notes receivable due from S T Meng. We charged an interest at the rate of 3% and 12% per annum on the loan receivable and notes receivable, respectively and repayable in the next twelve months.
Interest expense primarily was paid on loans we obtained from banks, financial institutions and shareholders. Interest expense decreased by $51,450, or 48.5%, from $106,142 for the six months ended June 30, 2025 to $54,692 for the six months ended June 30, 2026, which was mainly attributable to the full repayment of the other borrowings in June 2025. The effective interest rate for the six months ended June 30, 2026 was 2.75% per annum (six months ended June 30, 2025: 3.000% to 3.750% per annum).
Share of loss from equity investment was $174,899 for the six months ended June 30, 2026 (six months ended June 30, 2025: $131,484). The loss represented the Company’s proportionate share of net losses from its equity interest in S T Meng, which is accounted for using the equity method.
Loss on dilution of equity investment was $129,106 for the six months ended June 30, 2026. The loss represented the Company’s dilution of equity interest in ST Meng from 21% to 19% as a result of the additional shares allotment undertaken for working capital purposes.
Net Loss
| Six months ended June 30, | Variance | |||||||||||||||
| 2026 | 2025 | Amount | % | |||||||||||||
| Net Loss | $ | (254,213 | ) | $ | (4,444,519 | ) | $ | 4,190,306 | (94.3 | ) | ||||||
As a result of the foregoing, we reported a net loss of $254,213 for the six months ended June 30, 2026, as compared with $4,444,519 for the six months ended June 30, 2025, a decrease of $4,190,306 or 94.3%.
Capital Structure and Liquidity
Total assets amounted to $9,030,531 as of June 30, 2026, compared with $9,332,704 as of December 31, 2025, representing a decrease of $302,173 or 3.2%. Current assets amounted to $7,403,428 as of June 30, 2026, compared with $7,388,135 as of December 31, 2025. Current liabilities were $5,007,541 as of June 30, 2026, compared with $5,039,741 as of December 31, 2025. The current ratio as of June 30, 2026 was 1.48, compared with 1.47 as of December 31, 2025.
The current ratio represents current assets divided by current liabilities and is a liquidity ratio used to measure a company’s ability to pay short-term obligations or those liabilities that are due within one year.
| As of | Variance | |||||||||||||||
| June 30, 2026 | December 31, 2025 | Amount | % | |||||||||||||
| Current Assets | $ | 7,403,428 | $ | 7,388,135 | $ | 15,293 | 0.2 | |||||||||
| Current Liabilities | (5,007,541 | ) | (5,039,741 | ) | 32,200 | (0.6 | ) | |||||||||
| Working Capital (Deficit) | $ | 2,395,887 | $ | 2,348,394 | $ | 47,493 | 2.0 | |||||||||
As of June 30, 2026, our working capital was $2,395,887. Our working capital needs are influenced by the size of our operations, the volume, dollar value, and performance of our sales contracts, and the timing for collecting accounts receivable and media deposits and repayment of accounts payable.
On July 5, 2025, we provided a short-term loan of $1,230,000 to a related party, S T Meng bearing interest at 3% per annum and repayable in the next twelve months. As of the date of issuance of this report, the Company and S T Meng mutually agreed to extend the maturity of the Loan to December 31, 2026 with all other terms remaining unchanged.
On August 29, 2025, the Company extended a loan of $3,800,000 to a related party under a convertible note receivable bearing interest at 12% per annum and maturing twelve months from the issuance date. As of June 30, 2026 and the date of this report, the conversion contemplated under the debt conversion and share subscription agreement dated April 27, 2026 between the Company and S T Meng remained pending, and no ordinary shares relating to the conversion had been issued. Management continued to evaluate the proposed conversion and had not reached a final decision as of the date of this report.
We believe that our current cash and cash equivalents, together with the borrowing capacity under our revolving credit facilities since 2023 and the term loan facility, and anticipated collections on the loan receivable will be sufficient to meet our anticipated working capital requirements and capital expenditures for the next 12 months. We may, however, need additional capital in the future to fund our continued operations. If we determine that our cash requirements exceed our available financial resources, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating and financial covenants that might restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us.
Contractual Obligations
As of June 30, 2026, our contractual obligation to repay outstanding debt and loans from related parties totaled $1,329,846 and $2,183,663, respectively. As of December 31, 2025, our contractual obligation to repay outstanding debt and loans from related parties totaled $1,425,369 and $1,734,660, respectively.
We lease offices through operating leases in accordance with ASC Topic 842. As of June 30, 2026, total undiscounted future minimum lease payments amounted to $192,516, of which $10,196 represents imputed interest, resulting in operating-lease liabilities of $182,320. As of December 31, 2025, total undiscounted future minimum lease payments amounted to $227,969, of which imputed interest was $13,950, resulting in operating-lease liabilities of $214,019.
Cash Flows
The following table summarizes our cash flow data for the periods presented:
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by (used in) | ||||||||
| Operating activities | (768,053 | ) | (2,155,713 | ) | ||||
| Investing activities | (9,675 | ) | — | |||||
| Financing activities | 431,121 | 9,047,303 | ||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash | (346,607 | ) | 6,891,590 | |||||
| Effect of foreign currency translation | 41,806 | (265,061 | ) | |||||
| Cash and cash equivalents and restricted cash, beginning of the period | 1,076,048 | 775,246 | ||||||
| Cash and cash equivalents and restricted cash, end of the period | 771,247 | 7,401,775 | ||||||
Operating Activities
Net cash used in operating activities was $768,053 and $2,155,713 for the six months ended June 30, 2026 and 2025, respectively.
Net cash used in operating activities for the six months ended June 30, 2026 was primarily the result of net loss of $254,213, a decrease in accounts and other payables of $385,851, operating lease liabilities of $32,293 and increase in accounts and other receivables of $193,146, and non-cash adjustments consisting of depreciation and amortization of $5,577, non-cash lease expenses of $32,292, share of loss from equity investment of $174,899, loss on dilution of equity investment of $129,106 and interest income, related party of $244,424.
Net cash used in operating activities for the six months ended June 30, 2025 was primarily the result of the net loss of $4,444,519, decrease in accounts payable of $297,470 and accruals and other payables of $207,386. These amounts were partially offset by a decrease in accounts receivable of $497,507, deposits, prepayments and other receivables of $1,861,053, an increase in receipt in advance of $286,661, non-cash adjustments consisting of depreciation on plant and equipment of $6,754, share of loss from equity investment of $131,484 and amortization of intangible assets of $10,203.
We do not believe we have a material collection risk under our business model that will have a negative impact on collectability. Our business has continued to grow and the demand for our services has been increasing. Accounts receivable balances that are past due under the applicable credit terms are minimal.
Investing Activities
Net cash used in investing activities for the six months ended June 30, 2026, was the result of the purchase of plant and equipment of $9,675.
There was no cash provided or used in investing activities for the six months ended June 30, 2025.
Financing Activities
Net cash provided by financing activities amounted to $431,121 for the six months ended June 30, 2026 primarily comprised of advances from related parties of $526,644 partially offset by the repayments of short-term bank loans and other borrowings in aggregate of $95,523.
Net cash provided by financing activities amounted to $9,047,303 for the six months ended June 30, 2025 primarily comprised of proceeds from public offerings of $9,176,098, advances from related parties of $256,857, offset by the repayments of other borrowings of $321,936 and repayments to related parties of $63,716.
OFF-BALANCE-SHEET ARRANGEMENTS
We have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity, or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support or that engages in leasing, hedging, or research and development services with us.
INFLATION
Inflation does not materially affect our business or the results of our operations.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of our financial position and results of operations are based upon our consolidated financial statements. These financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and revenues and expenses, to disclose contingent assets and liabilities on the dates of the consolidated financial statements, and to disclose the reported amounts of revenues and expenses incurred during the financial reporting periods. The most significant estimates and assumptions include the valuation of accounts receivable, useful lives of plant and equipment and intangible assets, operating lease, long-term investments, recoverability of long-lived assets, allowance for expected credit losses, share-based compensation, provisions necessary for contingent liabilities, revenue recognition, impairment on goodwill, and intangible assets, income tax provision, deferred taxes and uncertain tax position. We continue to evaluate these estimates and to make assumptions that we believe are reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates as a result of changes in our estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe critical accounting policies as disclosed in this report reflect the more significant judgments and estimates used in preparing our consolidated financial statements.
The following critical accounting policies were used in preparing our consolidated financial statements:
Basis of presentation
The accompanying unaudited condensed consolidated financial statements include our accounts and our subsidiaries. We eliminate all significant intercompany balances and transactions in its unaudited condensed consolidated financial statements.
We have prepared the accompanying unaudited condensed consolidated financial statements and these notes in accordance to generally accepted accounting principles in the United States (“US GAAP”). We maintain its general ledger and journals with the accrual method accounting.
Use of estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We make these estimates using the best information available when the calculations are made; however, actual results could differ materially from those estimates.
Cash and cash equivalents
We consider cash, bank deposit and all highly liquid investments with original maturities of three months or less when purchased to be cash and cash equivalents. Cash consists primarily of cash in accounts held at a financial institution. Investments with original maturities of more than three months but less than twelve months are classified as other current assets.
Deposits and prepayments
We make a deposit payment to suppliers for the procurement of products and services. Upon physical receipt and inspection of products or provision of services from suppliers, the applicable amount is recognized from deposits and prepayments to cost of revenues.
Plant and equipment, net
Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. We typically apply a salvage value of 0%. The estimated useful lives of the plant and equipment are as follows:
| Leasehold improvements | the lesser of useful life or term of lease | |
| Furniture and fixtures | 3-5 years | |
| Equipment | 3-5 years |
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss are included in our results of operations. The costs of maintenance and repairs are recognized as incurred; significant renewals and betterments are capitalized.
Intangible assets, net
Intangible assets are carried at cost less accumulated amortization. Amortization is provided over their useful lives, using the straight-line method. The estimated useful lives of the intangible assets are as follows:
| Software platform | 5 years |
Goodwill
Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed. We review goodwill for impairment at least annually at the reporting unit level or when a triggering event occurs that indicates that the fair value of the reporting unit may be below its carrying amount.
We perform annual impairment test of goodwill at the end of each fiscal year. First, we assess qualitative factors to determine whether a quantitative impairment test is necessary. If that qualitative assessment indicates that it is more likely than not that goodwill is impaired, we perform a quantitative test to compare the fair value of the reporting unit with the carrying amount, including goodwill, of the reporting unit. If the qualitative assessment indicates that it is not more likely than not that goodwill is impaired, no further testing is necessary. The goodwill impairment loss, if any, represents the excess of the carrying amount of the reporting unit over the fair value of the reporting unit. There have been no impairment charges recorded on goodwill in any of the periods presented in the consolidated financial statements.
Accounting for the impairment of long-lived assets
We annually review long-lived assets for impairment or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may become obsolete from a difference in the industry, introduction of new technologies, or if we have inadequate working capital to utilize the long-lived assets to generate adequate profits. Impairment is present if the carrying amount of an asset exceeds its expected future undiscounted cash flows.
If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported as lower of the carrying amount or fair value less costs to sell.
Lease
Effective January 1, 2019, we adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that do not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. We also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component.
Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as we do not have reasonable certainty at lease inception that these options will be exercised. We generally consider the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. We have elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term.
Commitments and contingencies
From time to time, we are a party to various legal actions arising in the ordinary course of business. The majority of these claims and proceedings related to or arise from commercial disputes. We first determine whether a loss from a claim is probable, and if it is reasonable to estimate the potential loss. We accrue costs associated with these matters when they become probable, and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Also, we disclose a range of possible losses, if a loss from a claim is probable but the amount of loss cannot be reasonably estimated, which is in line with the applicable requirements of Accounting Standard Codification 450. We do not expect any liability from the disposition of such claims and litigation individually or in the aggregate would have a material adverse impact on our consolidated financial position, results of operations and cash flows.
Related parties
We adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Foreign currency translation
The accompanying unaudited condensed consolidated financial statements are presented in United States dollar (“$”). Our functional currency of the subsidiaries is Hong Kong dollar (“HK$”), New Taiwanese dollar (“NT$”) and Singaporean dollar (“SG$”). VS Media HK and VS Communication’s assets and liabilities are translated into $ from Hong Kong dollar (“HK$”) at year-end exchange rates. VS Media TW and VS Media SG’s assets and liabilities are translated into $ from New Taiwanese dollar (“NT$”) and Singaporean dollar (“SG$”), respectively. Our revenues and expenses are translated at the respective average exchange rate during the period. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.
Revenue Recognition
We adopted ASC 606 “Revenue Recognition.” It recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We recognize revenue based on the consideration specified in the applicable agreement.
Revenue from contracts with customers is recognized using the following five steps:
| 1. | Identify the contract(s) with a customer; |
| 2. | Identify the performance obligations in the contract; |
| 3. | Determine the transaction price; |
| 4. | Allocate the transaction price to the performance obligations in the contract; and |
| 5. | Recognize revenue when (or as) the entity satisfies a performance obligation. |
Generally, revenues are recognized when we have negotiated the terms of the transaction, which includes determining either the overall price, or price for each performance obligation in the form of a service or a product, the service or product has been delivered to the customer, no obligation is outstanding regarding that service or product, and we are reasonably assured that funds have been or will be collected from the customer.
A summary of each of our revenue streams under ASC 606 is as follows:
Marketing services from clients
We offer clients a comprehensive suite of digital marketing services to grow their social media presence and reach their target audiences, particularly Gen Z and Millennials, to achieve marketing goals. Clients can leverage our experience in building content and fanbases with creators, their creators’ creativity, engagement, and trust among creators’ loyal fanbases to increase their brand awareness and sell products. We provide custom-made digital product offerings, including (i) advising on content strategy and budget and recommending specific creators; (ii) communicating with and managing selected creators; (iii) producing and engaging relevant content with creators to promote key messages for clients; (iv) uploading branded content on creators’ social media channels; (v) amplifying the reach of creators’ and clients’ content through precise media planning and buying via boosting marketing services on social media platforms, such as Google; and (vi) providing optimization services through data analysis and reporting.
For campaign-based marketing services, we provide (i) advising on content strategy and budget and recommending specific creators; (ii) communicating with and managing selected creators; (iii) producing and engaging relevant content with creators to promote key messages for clients; (iv) uploading branded content on creators’ social media channels; and (v) amplifying the reach of creators’ and clients’ content through precise media planning and buying via boosting marketing services on social media platforms, such as Google. The performance obligation under the campaign-based marketing services is a promise to place a branded content on certain social media platforms and is satisfied upon delivery of related services to clients. Such revenue is recognized at a point in time, for the amount we are entitled to receive, when the marketing services are provided. For optimization-based marketing services, the performance obligation is identified at the contract level as it represents a promise to deliver services under an agreed period. Each performance obligation is satisfied over time as clients receive and consume benefits when its services are performed. Such revenue is recognized over the scheduled period on the straight-line basis.
Digital marketing solutions may include third-party creators and websites, such as Google or Facebook, which can be included in a digital marketing social media campaign. We may contract directly with a third-party, however, we are responsible for delivering the campaign results to its clients with or without the third-party. We are responsible for any payments due to the third-party regardless of the campaign results and without regard to the status of payment from its clients. We have discretion in setting the price for its clients without input or approval from third parties. Accordingly, revenue is reported gross, as principal, as the performance obligation is delivered.
Marketing services from social media platforms
We monetize its contents by receiving the advertising revenue generated from its channel pages and posts on social media platforms, such as YouTube and Facebook. We recognize revenue as performance obligations are satisfied as the creation of contents are published on the social media platforms. The advertisements are delivered primarily based on impressions of contents on social media platforms, hence we provided the advertising services by an on-going basis during the publication period and the outcome of the services can be received and consumed by the social media platform simultaneously. We pay certain third parties a percentage of advertising revenue for their service of the creation of contents. We control the advertising service as we are primarily responsible for providing the service. Accordingly, revenue is recorded gross, as principal, and is recognized over the period in which the advertising is transmitted.
Social commerce from customers
We recognize revenue from the sale of products at the point in time when control of the asset is transferred to the customer. In certain sales arrangements, although we did not bear inventory risk, we have separate agreements with its customers and suppliers. We have primary responsibility for products meeting customers’ specifications, instead of suppliers, and have discretion in establishing the price for the specified products that sold to customers without suppliers’ involvement. As a result, suppliers are neither party to the contractual arrangements with our customers, nor are the beneficiaries of our customer agreements. Accordingly, we have control over the products that are sold to customers before the products are transferred to the customers and hence revenue is reported gross, as principal, as the performance obligation is delivered.
For marketing services from clients and social media platforms, payments are usually received within 30 days upon completion of performance obligation. For social commerce from customers, customers need to make full payment before shipments.
We do not believe that its contracts include a significant financing component because the period between delivery or the contracting services to the customers and the time of payment do not typically exceed one year.
Significant balance sheet accounts related to the revenue cycle are as follows:
Accounts receivable, net
Accounts receivable, net includes amounts billed under the contract terms, less the allowance for expected credit losses.
Accounts receivable, net are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms. The normal settlement terms of accounts receivable are within 30 days upon the invoice issued. We maintain an allowance for expected credit losses to provide for the estimated number of receivables that will not be collected. We consider several factors in its estimate of the allowance, including knowledge of a client’s financial condition, its historical collection experience, and other factors relevant to assessing the collectability of such receivables. Bad debts are written off against allowances.
Expected credit losses
Accounting Standard Updates (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures.
Income taxes
We recognize deferred income tax assets or liabilities for expected future tax consequences of events recognized in the unaudited condensed consolidated financial statements or tax returns. Under this method, deferred income tax assets or liabilities are determined based upon the difference between the unaudited condensed consolidated financial statement and income tax bases of assets and liabilities using enacted tax rates expected to apply when the differences settle or become realized. Valuation allowances are provided when it is more likely than not that a deferred tax asset is not realizable or recoverable in the future.
We determine that the tax position is more likely than not to be sustained and records the largest amount of benefit that is more likely than not to be realized when the tax position is settled. We recognize interest and penalties, if any, related to uncertain tax positions in income tax expense.
Comprehensive income (loss)
We present comprehensive income (loss) in accordance with ASC Topic 220, Comprehensive Income. ASC Topic 220 states that all items that are required to be recognized under accounting standards as components of comprehensive income (loss) be reported in the consolidated financial statements. The components of comprehensive income (loss) were the net income for the years and the foreign currency translation adjustments.
Income (loss) per share
We compute income/(loss) per share following ASC Topic 260, “Earnings per share.” Basic income/(loss) per share is measured as the income/(loss) available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted loss per share presents the dilutive effect on a per-share basis from the potential conversion of convertible securities or the exercise of options and/or warrants; the dilutive impacts of potentially convertible securities are calculated using the as-if method; the potentially dilutive effect of options or warranties are computed using the treasury stock method. Potentially anti-dilutive securities (i.e., those that increase income per share or decrease loss per share) are excluded from diluted income/(loss) per share calculation.
Segment reporting
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with our internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing our business segments.
Our chief operating decision maker (“CODM”) is the Chief Executive Officer, who has determined that it operates in two reportable segments, marketing services and social commerce segments for the years presented.
The CODM evaluates the performance of each segment based on the regularly reviewed net sales, gross profit and income from operations (excluding intercompany charges) of the segment. The CODM uses net sales, gross profit and income from operations when evaluating each segment during the budget and forecasting processes. The CODM considers actual-to-budget variances for both profit measures when assessing segment performance and making decisions about the allocation of operating and capital resources to each segment. General corporate expenses include expenses incurred and directed by the corporate office that are not allocated to segments.
Financial instruments
Our financial instruments, including cash and cash equivalents, accounts receivable, deposits, prepayments, and other receivables, accounts payable, accruals and other payables, receipt in advance, amounts due from (to) related parties, and bank and other loans, have carrying amounts that approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures” requires disclosing the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments” requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level valuation hierarchy is used for the disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts and other receivables, accounts and other payables, accrued liabilities, amounts due from (to) related parties, bank and other loans each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:
| ● | Level 1 - inputs to the valuation methodology used quoted prices for identical assets or liabilities in active markets. |
| ● | Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and information that are observable for the asset or liability, either directly or indirectly, for substantially the financial instrument’s full term. | |
| ● | Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
We analyze all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity” and ASC 815.
Recent accounting pronouncements
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires that an entity disclose, in the notes to consolidated financial statements, specified information about certain costs and expenses. The amendment in the ASU is intended to enhance the transparency and decision usefulness to better understand the major components of an entity’s income statement. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of the new standards on its consolidated and combined financial statements which is expected to result in enhanced disclosures.
In July 2025, the FASB issued 2025-05 to improve the measurement of credit losses for accounts receivable and contract assets. The guidance provides a practical expedient for all entities to assume that current conditions as of the balance sheet date remain unchanged for the remaining life of the assets. The update aims to reduce the cost and complexity of estimating credit losses while maintaining decision-useful information for financial statement users. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025.
In December 2025, the FASB issued ASU 2025-11 to amend the guidance in “Interim Reporting” (Topic 270). The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Management is currently evaluating the impact that the adoption of this update may have on its financial statements.
Except for the above-mentioned pronouncements, recently issued accounting standards are not expected to have a material impact on the consolidated balance sheets, statements of operations and cash flows.
EXPOSURE TO FLUCTUATIONS IN EXCHANGE RATES AND RELATED HEDGES
Our exposure to foreign currencies mainly arises from trade receipts from overseas clients. To mitigate the potential impact of currency fluctuations, we closely monitor our foreign currency exposures and use suitable hedging instruments when necessary. As of June 30, 2026 and December 31, 2025, we have no outstanding foreign currency hedge contracts.
INTEREST RATE RISK EXPOSURE
We are exposed to cash flow interest rate risk through the changes in interest rates related mainly to our variable-rates short-term bank loans and bank balances. We currently do not have any interest rate hedging policy in relation to fair value interest rate risk and cash flow interest rate risk. The directors monitor our exposures on an ongoing basis and will consider hedging the interest rate should the need arises.
CONTINGENT LIABILITIES
We have no material contingent liabilities as of June 30, 2026 and December 31, 2025.
Exhibit 99.2
VS MEDIA HOLDINGS LIMITED
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
| UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | PAGE(S) | |
| UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS | F-2 | |
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | F-3 | |
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY | F-4 | |
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | F-5 | |
| NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | F-6 – F-22 |
| F-1 |
VS MEDIA HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| June 30, 2026 | December 31, 2025 | |||||||
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| (Audited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Loan receivable, related party | ||||||||
| Notes receivable, related party | ||||||||
| Deposits, prepayments and other receivables, net | ||||||||
| Due from related parties | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Plant and equipment, net | ||||||||
| Right-of-use assets, operating leases | ||||||||
| Long-term investments, net | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Bank loans - current | $ | $ | ||||||
| Accounts payable | ||||||||
| Accounts payable, related party | ||||||||
| Accounts payable | ||||||||
| Receipts in advance | ||||||||
| Due to related parties | ||||||||
| Loan from related party | ||||||||
| Lease liabilities, current | ||||||||
| Accruals and other payables | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Lease liabilities, net of current portion | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| Commitments and contingencies | ||||||||
| SHAREHOLDERS’ EQUITY* | ||||||||
| Class A Ordinary Shares, authorized shares, par value, and shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively* | $ | $ | ||||||
| Class B Ordinary Shares, authorized shares, par value, and shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively* | ||||||||
| Ordinary Shares, value | ||||||||
| Additional paid-in capital* | ||||||||
| Accumulated other comprehensive income (loss)* | ||||||||
| Accumulated deficit* | ( | ) | ( | ) | ||||
| Total shareholders’ equity* | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-2 |
VS MEDIA HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| 2026 | 2025 | |||||||
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenues, net | $ | $ | ||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Marketing expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Share of loss from equity investment | ( | ) | ( | ) | ||||
| Loss on dilution of equity investment | ( | ) | ||||||
| Other income | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Total other income (expenses), net | ( | ) | ( | ) | ||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive (loss) income: | ||||||||
| Foreign currency translation adjustment | ( | ) | ||||||
| Total comprehensive loss | ( | ) | ( | ) | ||||
| Loss per share – basic and diluted* | ||||||||
| ) | ) | |||||||
| Weighted average number of ordinary shares outstanding – basic and diluted* | ||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-3 |
VS MEDIA HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| For the six months ended June 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||
| Class A ordinary shares* | Class B ordinary shares* | Ordinary shares* | Additional | Accumulated other | Total | |||||||||||||||||||||||||||||||||||||
| Note 10 | No. of shares | Amount | No. of shares | Amount | No. of shares | Amount | paid-in capital | Accumulated deficit | comprehensive income | shareholders’ equity | ||||||||||||||||||||||||||||||||
| Balance, January 1, 2026 | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Shares issued in lieu of fractional shares upon share consolidation | — | — | ||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Net loss for the period | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||||||||
| For the six months ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||
| Class A ordinary shares* | Class B ordinary shares* | Ordinary shares* | Additional | Accumulated other | Total | |||||||||||||||||||||||||||||||||||||
| Note 10 | No. of shares | Amount | No. of shares | Amount | No. of shares | Amount | paid-in capital | Accumulated deficit | comprehensive income | shareholders’ equity | ||||||||||||||||||||||||||||||||
| Balance, January 1, 2025 | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares to acquire equity-method investment | — | — | ||||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares for the offerings | — | — | ||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Net loss for the period | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-4 |
VS MEDIA HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Currency expressed in United States Dollars (“US$”))
| 2026 | 2025 | |||||||
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation of plant and equipment | ||||||||
| Amortization of intangible assets | ||||||||
| Non-cash lease expense | ||||||||
| Interest income | ( | ) | ||||||
| Share of loss from equity investment | ||||||||
| Loss on dilution of equity investment | ||||||||
| Change in operating assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ||||||
| Deposits, prepayments and other receivables | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Receipt in advance | ||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Accruals and other payables | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of plant and equipment | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Repayments of short-term bank loans | ( | ) | ||||||
| Repayments of other borrowings | ( | ) | ||||||
| Proceeds from the public offerings | ||||||||
| Advances from related parties | ||||||||
| Repayments to related parties | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | ( | ) | ||||||
| Effect of foreign currency translation on cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents and restricted cash, beginning of period | ||||||||
| Cash and cash equivalents and restricted cash, end of period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash received for interest | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Issuance of ordinary shares to acquire equity-method investment | $ | $ | ||||||
| 2026 | 2025 | |||||||
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Reconciliation to amounts on consolidated balance sheets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Total cash and cash equivalents and restricted cash | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-5 |
VS MEDIA HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(Stated in US Dollars, except for number of shares)
NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES
VS MEDIA Holdings Limited (“VSME” or the “Company”) was incorporated in the British Virgin Islands (“BVI”) on August 30, 2022 as an investment holding company.
The Company conducts its primary businesses through its subsidiaries, to operate a global network of digital creators who create and upload content to social media platforms such as YouTube, Facebook, Instagram, and TikTok.
Description of subsidiaries incorporated and controlled by the Company:
SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENTS
| Name of Company | Place of Incorporation | Attributable equity interest % | Registered/ Issued capital | |||||||
| VS MEDIA Holdings Limited | $ | |||||||||
| VSM Holdings Limited | $ | |||||||||
| VS MEDIA PTE. LTD. | $ | |||||||||
| VS Media Co Limited | $ | |||||||||
| VS Media Limited | $ | * | ||||||||
| VS Communication Limited (formerly GRACE CREATION LIMITED) | $ | * | ||||||||
| VS MEDIA LIMITED | $ | |||||||||
| MLINK Limited | $ | |||||||||
| Aurenza Group Limited | $ | * | ||||||||
| * |
VSME and its subsidiaries are hereinafter referred to as the “Company”.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited condensed consolidated financial statements of the Company are prepared under ASC 270 and Rule 10-01 of Regulation S-X, and that certain information and note disclosures normally included in annual financial statements have been condensed or omitted. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments of a normal recurring nature considered necessary for a fair presentation of the financial position and results of operations for the interim periods presented.
The results of operations for the six months ended June 30, 2026 are not necessarily indicative of results to be expected for any other interim period or for the full year of 2026. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto as of and for the years ended December 31, 2025, 2024 and 2023 on Form 20-F filed on April 30, 2026.
Principles of consolidation
The accompanying unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company balances and transactions within the Company have been eliminated upon consolidation.
| F-6 |
Use of estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include the useful lives of plant and equipment, operating leases, long-term investments, impairment on long-lived assets, allowance for expected credit losses, revenue recognition, share-based compensation, provision for contingent liabilities, impairment on goodwill, and intangible assets, income tax provision, deferred taxes and uncertain tax position. Management makes these estimates using the best information available when the calculations are made; however, actual results could differ materially from those estimates.
Foreign currency translation
The accompanying unaudited condensed consolidated financial statements are presented in United States dollars (“$”). The functional currency of the subsidiaries is Hong Kong dollar (“HK$”), New Taiwan dollar (“NT$”), Singaporean dollar (“SG$”). VSM, VS Media HK, VS Communication, and MLINK’s assets and liabilities are translated into $ from HK$ at period-end exchange rates. VS Media TW and VS Media SG’s assets and liabilities are translated into $ from NT$ and SG$, respectively. Their revenues and expenses are translated at the respective average exchange rate during the period. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.
SCHEDULE OF CAPITAL ACCOUNTS ARE TRANSLATED AT THEIR HISTORICAL EXCHANGE RATES
| 2026 | 2025 | |||||||
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Period-end $: HK$ exchange rate | ||||||||
| Period average $: HK$ exchange rate | ||||||||
| Period -end $: NT$ exchange rate | ||||||||
| Period average $: NT$ exchange rate | ||||||||
| Period -end $: SG$ exchange rate | ||||||||
| Period average $: SG$ exchange rate | ||||||||
| Foreign currency transaction | ||||||||
Segment reporting
In accordance with Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, the Company considered whether additional disclosures were required, including significant segment expenses and measures used by the chief operating decision maker (“CODM”), the Chief Executive Officer of the Company. However, the CODM evaluates the Company’s performance based solely on financial results, and no additional measures or expense categories are used for internal decision-making.
The Company’s CODM has determined that it operates in two reportable segments, marketing services and social commerce segments for the six months ended June 30, 2026 and 2025.
The CODM evaluates the performance of each segment based on the regularly reviewed net sales, gross profit and income from operations (excluding intercompany charges) of the segment. The CODM uses net sales, gross profit and income from operations when evaluating each segment during the budget and forecasting processes. The CODM considers actual-to-budget variances for both profit measures when assessing segment performance and making decisions about the allocation of operating and capital resources to each segment. General corporate expenses include expenses incurred and directed by the corporate office that are not allocated to segments.
Expected credit losses
Accounting Standard Updates (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures.
| F-7 |
Loan and notes receivable
Loans and notes receivable are measured at amortized cost. The Company applies the CECL model under ASC 326 to estimate lifetime expected credit losses on loans and notes receivable measured at amortized cost. The allowance for credit losses is based on the amortized cost basis of the receivable and incorporates historical loss experience, current conditions, and reasonable and supportable forward-looking information. The allowance is reassessed at each reporting date, with changes recognized in credit loss expense. Amounts determined to be uncollectible are charged off against the allowance, and recoveries of amounts previously written off are recognized when collected.
Long-term investments
ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The main provisions require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value through earnings, unless they qualify for a measurement alternative.
Equity investments without readily determinable fair values
The Company invests in equity securities of a privately-held company that do not have readily determinable fair values. After the adoption of this accounting standard, the Company elected to record equity investments without readily determinable fair values at cost, less impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. Reasonable efforts shall be made to identify price changes that are known or that can reasonably be known.
Equity investments accounted for using the equity method
The Company accounts for its equity investment over which it has significant influence but does not own a majority equity interest or otherwise control, using the equity method. The Company adjusts the carrying amount of the investment and recognizes investment income or loss for its share of the earnings or loss of the investee after the date of investment. The Company assesses its equity investment for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, operating performance of the entity, including current earnings trends and undiscounted cash flows, and other entity-specific information. The fair value determination, particularly for investments in a privately held entity, requires judgment to determine appropriate estimates and assumptions. Changes in these estimates and assumptions could affect the calculation of the fair value of the investment and determination of whether any identified impairment is other-than-temporary. The Company continually reviews its investments in equity investees to determine whether a decline in fair value below the carrying value is other-than-temporary. The primary factors the Company considers in its determination include the financial condition, operating performance and the prospects of the equity investee; other company specific information such as recent financing rounds; market and industry in which the equity investee operates; and the length of time that the fair value of the investment is below its carrying value. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the equity investee is written down to fair value.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed. The Company reviews goodwill for impairment at least annually at the reporting unit level or when a triggering event occurs that indicates that the fair value of the reporting unit may be below its carrying amount.
The Company performs its annual impairment test of goodwill in the end of each fiscal year. First, the Company assesses qualitative factors to determine whether a quantitative impairment test is necessary. If that qualitative assessment indicates that it is more likely than not that goodwill is impaired, the Company performs a quantitative test to compare the fair value of the reporting unit with the carrying amount, including goodwill, of the reporting unit. If the qualitative assessment indicates that it is not more likely than not that goodwill is impaired, no further testing is necessary. The goodwill impairment loss, if any, represents the excess of the carrying amount of the reporting unit over the fair value of the reporting unit. There have been no impairment charges recorded on goodwill in any of the periods presented in the unaudited condensed consolidated financial statements.
| F-8 |
Intangible assets
Intangible assets are carried at cost less accumulated amortization. Amortization is provided over their useful lives, using the straight-line method. The estimated useful lives of the intangible assets are as follows:
SCHEDULE OF ESTIMATED USEFUL LIVES OF THE INTANGIBLE ASSETS
| Software platform |
Revenue recognition
The Company receives revenue from contracts with customers, which are accounted for in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”).
ASC Topic 606 provided the following overview of how revenue is recognized from the Company’s contracts with customers: The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.
Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer.
Step 4: Allocate the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or as) it satisfies a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control of that good or service). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A performance obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for promises to transfer service to a customer).
Generally, revenues are recognized when the Company has negotiated the terms of the transaction, which includes determining either the overall price, or price for each performance obligation in the form of a service or a product, the service or product has been delivered to the customer, no obligation is outstanding regarding that service or product, and the Company is reasonably assured that funds have been or will be collected from the customer.
A summary of each of the Company’s revenue streams under ASC 606 is as follows:
Marketing services from clients
The Company offers clients a comprehensive suite of digital marketing services to grow their social media presence and reach their target audiences, particularly Gen Z and Millennials, to achieve marketing goals. Clients can leverage the Company’s experience in building content and fanbases with creators, their creators’ creativity, engagement, and trust among creators’ loyal fanbases to increase their brand awareness and sell products. The Company provides custom digital product offerings, including (i) advising on content strategy and budget and recommending specific creators; (ii) communicating with and managing selected creators; (iii) producing and engaging relevant content with creators to promote key messages for clients; (iv) uploading branded content on creators’ social media channels; (v) amplifying the reach of creators’ and clients’ content through precise media planning and buying via boosting marketing services on social media platforms, such as Google; and (vi) providing optimization services through data analysis and reporting.
For campaign-based marketing services, the performance obligation is a promise to place a branded content on certain social media platforms and is satisfied upon delivery of related services to clients. Such revenue is recognized at a point in time, for the amount the Company is entitled to receive, when the marketing services are provided. For optimization-based marketing services, the performance obligation is identified at the contract level as it represents a promise to deliver services under an agreed period. Each performance obligation is satisfied over time as clients receive and consume benefits when its services are performed. Such revenue is recognized over the scheduled period on the straight-line basis.
| F-9 |
Digital marketing solutions may include third-party creators and websites, such as Google or Facebook, which can be included in a digital marketing social media campaign. The Company may contract directly with a third-party, however, the Company is responsible for delivering the campaign results to its clients with or without the third-party. The Company is responsible for any payments due to the third-party regardless of the campaign results and without regard to the status of payment from its clients. The Company has discretion in setting the price for its clients without input or approval from third parties. Accordingly, revenue is reported gross, as principal, as the performance obligation is delivered.
Marketing services from social media platforms
The company monetizes its contents by receiving the advertising revenue generated from its channel pages and posts on social media platforms, such as YouTube and Facebook. The Company recognizes revenue as performance obligations are satisfied as the creation of contents are published on the social media platforms. The advertisements are delivered primarily based on impressions of contents on social media platforms, hence the Company provided the advertising services by an on-going basis during the publication period and the outcome of the services can be received and consumed by the social media platform simultaneously. The Company pays certain third parties a percentage of advertising revenue for their service of the creation of contents. The Company controls the advertising service as the Company is primarily responsible for providing the service. Accordingly, revenue is recorded gross, as principal, and is recognized over the period in which the advertising is transmitted.
Social commerce from customers
The Company recognizes revenue from the sale of products at the point in time when control of the asset is transferred to the customer. In certain sales arrangements, although the Company did not bear inventory risk, the Company has separate agreements with its customers and suppliers. The Company has primary responsibility for products meeting customers’ specifications, instead of suppliers, and has discretion in establishing the price for the specified products that sold to customers without suppliers’ involvement. As a result, suppliers are neither party to the contractual arrangements with the Company’s customers, nor are the beneficiaries of the Company’s customer agreements. Accordingly, the Company has control over the products that are sold to customers before the products are transferred to the customers and hence revenue is reported gross, as principal, as the performance obligation is delivered.
For marketing services from clients and social media platforms, payments are usually received within 30 days upon completion of performance obligation. For social commerce from customers, customers need to make full payment before shipments.
Management does not believe that its contracts include a significant financing component because the period between delivery or the contracting services to the customers and the time of payment do not typically exceed one year.
The Company’s main business operations are to provide: (i) campaign-based marketing services; (ii) optimization-based marketing services; (iii) social media platforms marketing services; and (iv) social commerce.
SCHEDULE OF DISAGGREGATION OF REVENUES
| 2026 | 2025 | |||||||
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Campaign-based marketing services | $ | $ | ||||||
| Optimization-based marketing services | ||||||||
| Social media platforms marketing services | ||||||||
| Social commerce | ||||||||
| Total revenues | $ | $ | ||||||
Income taxes
The Company recognizes deferred income tax assets or liabilities for expected future tax consequences of events recognized in the unaudited condensed consolidated financial statements or tax returns. Under this method, deferred income tax assets or liabilities are determined based upon the difference between the consolidated financial statement and income tax bases of assets and liabilities using enacted tax rates expected to apply when the differences settle or become realized. Valuation allowances are provided when it is more likely than not that a deferred tax asset is not realizable or recoverable in the future.
| F-10 |
The Company determines that the tax position is more likely than not to be sustained and records the largest amount of benefit that is more likely than not to be realized when the tax position is settled. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense.
Fair Value Measurement
The Company’s financial instruments, including cash and cash equivalents, accounts and other receivables, accounts and other payables, accrued liabilities, amounts due from (to) related parties and bank and other loans, have carrying amounts that approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures” requires disclosing the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments” requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level valuation hierarchy is used for the disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts and other receivables, accounts and other payables, accrued liabilities, amounts due from (to) related parties, bank and other loans each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:
| ● | Level 1 – inputs to the valuation methodology used quoted prices for identical assets or liabilities in active markets. |
| ● | Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and information that are observable for the asset or liability, either directly or indirectly, for substantially the financial instrument’s full term. | |
| ● | Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Recent accounting pronouncements
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
Recently issued accounting standards not yet adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires that an entity disclose, in the notes to unaudited condensed consolidated financial statements, specified information about certain costs and expenses. The amendment in the ASU is intended to enhance the transparency and decision usefulness to better understand the major components of an entity’s income statement. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of the new standards on its consolidated and combined financial statements which is expected to result in enhanced disclosures.
In July 2025, the FASB issued 2025-05 to improve the measurement of credit losses for accounts receivable and contract assets. The guidance provides a practical expedient for all entities to assume that current conditions as of the balance sheet date remain unchanged for the remaining life of the assets. The update aims to reduce the cost and complexity of estimating credit losses while maintaining decision-useful information for financial statement users. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025.
| F-11 |
In December 2025, the FASB issued ASU 2025-11 to amend the guidance in “Interim Reporting” (Topic 270). The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Management is currently evaluating the impact that the adoption of this update may have on its financial statements.
Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the consolidated balance sheets, statements of operations and cash flows.
NOTE 3 – SEGMENT REPORTING
By
assessing the qualitative and quantitative criteria established by ASC Topic 280, “Segment Reporting”, the Company
considers itself to be operating in
The marketing services operating segment reflects the Company’s business of marketing services from clients and social media platforms. The social commerce operating segment reflects the Company’s business of social commerce from customers.
The following tables present the results of operations and the financial position of the Company’s operating segments as of and during the six months ended June 30, 2026 and 2025:
Results of Operations
For the six months ended June 30, 2026
SCHEDULE OF SEGMENT REPORTING
Marketing services | Social commerce | Corporate and others | Total | |||||||||||||
| Revenues, net | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ||||||||||||
| Marketing expenses | ( | ) | ( | ) | ||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Total other (expenses) incomes, net | ( | ) | ( | ) | ( | ) | ||||||||||
| (Loss) income before income taxes | ( | ) | ( | ) | ||||||||||||
| Provision for income taxes | ||||||||||||||||
| Net Income (loss) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
Financial Position
As of June 30, 2026
Marketing services | Social commerce | Corporate and others | Total | |||||||||||||
| Current assets | ||||||||||||||||
| Non-current assets | ||||||||||||||||
| Total assets | ||||||||||||||||
| Current liabilities | ( | ) | ( | ) | ( | ) | ||||||||||
| Non-current liabilities | ( | ) | ( | ) | ||||||||||||
| Total liabilities | ( | ) | ( | ) | ( | ) | ||||||||||
| Net (liabilities) assets | ( | ) | ||||||||||||||
| F-12 |
Results of Operations
For the six months ended June 30, 2025
Marketing services | Social commerce | Corporate and others | Total | |||||||||||||
| Revenues, net | ||||||||||||||||
| Cost of revenues | ( | ) | ( | ) | ||||||||||||
| Marketing expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Total other expenses, net | ( | ) | ( | ) | ( | ) | ||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| (Loss) income before income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Provision for income taxes | ||||||||||||||||
| Net Income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
Financial Position
As of December 31, 2025
Marketing services | Social commerce | Corporate and others | Total | |||||||||||||
| Current assets | ||||||||||||||||
| Non-current assets | ||||||||||||||||
| Total assets | ||||||||||||||||
| Current liabilities | ( | ) | ( | ) | ( | ) | ||||||||||
| Non-current liabilities | ( | ) | ( | ) | ||||||||||||
| Total liabilities | ( | ) | ( | ) | ( | ) | ||||||||||
| Net assets | ( | ) | ||||||||||||||
Geographical information
SCHEDULE OF REVENUE FROM EXTERNAL CUSTOMERS
| Revenue from customers: | 2026 | 2025 | ||||||
| Six months ended June 30 | ||||||||
| Revenue from customers: | 2026 | 2025 | ||||||
| HK SAR | $ | $ | ||||||
| Taiwan | ||||||||
| Macau | ||||||||
| Total | $ | $ | ||||||
The revenue information above is based on the locations where the revenue originated.
Substantially all of the Company’s operating activities, including management, sales and marketing operations, are primarily conducted in Hong Kong SAR. As of June 30, 2026, the Company’s long-lived assets (property and equipment, right-of-use assets and intangible assets) by geographic location are: Taiwan $203,483; Hong Kong SAR $346; Total $203,829. Long-lived assets are physically concentrated in Taiwan, whereas primary business-management operations are based in Hong Kong SAR.
| F-13 |
NOTE 4 – ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consists of the following:
SCHEDULE OF ACCOUNTS RECEIVABLE, NET
| June 30, 2026 | December 31, 2025 | |||||||
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for expected credit losses | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
The movement of allowances for expected credit losses is as follows:
SCHEDULE OF ALLOWANCE FOR EXPECTED CREDIT LOSS
| June 30, 2026 | December 31, 2025 | |||||||
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Balance at beginning, January 1 | $ | ( | ) | $ | ( | ) | ||
| Allowance for expected credit losses | ||||||||
| Foreign currency translation | ||||||||
| Balance at end of period | $ | ( | ) | $ | ( | ) | ||
For the period ended June 30, 2026 and December 31, 2025, the Company has assessed the expected credit losses and additional allowance was made.
NOTE 5 – LOAN AND NOTE RECEIVABLES, RELATED PARTY
Loan receivable
On
July 5, 2025, the Company entered into a tripartite agreement with S T Meng Pte. Ltd. (“S T Meng”), a related party of the
Company, to pay a deposit of $
As of the date of issuance of these unaudited condensed consolidated financial statements, the Company and S T Meng mutually agreed to extend the maturity of the Loan to December 31, 2026 with all other terms remaining unchanged.
Note receivable
On
August 29, 2025, the Company entered into a convertible note purchase agreement (the “Purchase Agreement”) with S T Meng,
whereby the Company agreed to purchase at the closing and S T Meng agreed to issue a convertible promissory note (the “Note”)
in the principal amount of $
On
April 27, 2026, the Company and S T Meng entered into a debt conversion and share subscription agreement, pursuant to which S T Meng
agreed to allot and issue
shares to settle the outstanding principal amount of $
| F-14 |
As
of June 30, 2026, the outstanding note receivable was $
NOTE 6 – DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES, NET
Deposits, prepayments and other receivables, net consist of the following:
SCHEDULE OF DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES
| June 30, 2026 | December 31, 2025 | |||||||
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Deposits | $ | $ | ||||||
| Prepayments | ||||||||
| Other receivables | ||||||||
| Deposits prepayments and other receivables gross | ||||||||
| Less: allowance for expected credit losses | ( | ) | ||||||
| Total | $ | $ | ||||||
During
the six months ended June 30, 2026 and 2025, the prepaid marketing service fees of approximately $
The movement of allowances for expected credit losses is as follows:
SCHEDULE OF ALLOWANCES FOR EXPECTED CREDIT LOSS
| June 30, 2026 | December 31, 2025 | |||||||
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Balance at beginning, January 1 | $ | $ | ( | ) | ||||
| Allowance for expected credit losses | ( | ) | ( | ) | ||||
| Written-off as uncollectible | ||||||||
| Foreign currency translation | ( | ) | ||||||
| Balance at end of period | $ | ( | ) | $ | ||||
For
the six months ended June 30, 2026 and 2025, allowance of credit losses charged on deposits, prepayments and other receivables was $
NOTE 7 – LONG-TERM INVESTMENTS, NET
Long-term investments consisted of the following:
SCHEDULE OF LONG-TERM INVESTMENTS, NET
Ownership interest | June 30, 2026 | Ownership interest | December 31, 2025 | |||||||||||||
| As of | ||||||||||||||||
Ownership interest | June 30, 2026 | Ownership interest | December 31, 2025 | |||||||||||||
| Equity method investment: | ||||||||||||||||
| S T Meng Pte. Ltd. | % | $ | % | $ | ||||||||||||
| Share of loss from equity investment | ( | ) | ( | ) | ||||||||||||
| Loss on dilution of equity investment | ( | ) | ||||||||||||||
| Foreign currency translation | ( | ) | ||||||||||||||
| Equity method investment, net | ||||||||||||||||
| Long-term investment without readily determinable fair value: | ||||||||||||||||
| Investment A | % | % | ||||||||||||||
| Less: accumulated impairment losses | ( | ) | ( | ) | ||||||||||||
| Equity method investment | ||||||||||||||||
| Total | $ | $ | ||||||||||||||
| F-15 |
(i) Equity investments accounted for using equity method
In
January 2025, the Company, through its subsidiary, VS Media SG acquired
In
February 2026, VS Media SG was informed that its equity interest in S T Meng has been diluted to
On
April 27, 2026, the Company and S T Meng entered into an agreement, with S T Meng agreed to convert the outstanding loan principal amount
of $
The
Company accounted for the investments using the equity method, because the Company has significant influence but does not own a majority
equity interest or otherwise control over the equity investee. Share of loss from equity investment was $
(ii) Equity investments without readily determinable fair value
In
February 2024, the Company acquired
Management assesses the investments subject to a periodic impairment review and considers qualitative and quantitative factors including the investee’s financial condition, the business outlook for its products and technology, its projected results and cash flow, financing transactions subsequent to the acquisition of the investment, the likelihood of obtaining subsequent rounds of financing and cash usage. The Company is not required to determine the fair value of these investments unless impairment indicators existed. When an impairment exists, the investment will be written down to its fair value by recording the corresponding charge as a component of other income (expense), net. Fair value is estimated using the best information available, which may include cash flow projections or other available market data.
In
the year-ended December 31, 2025, the Company evaluated the investments and recognized a full impairment loss of $
NOTE 8 – LEASES
The
Company has various operating leases for office space. The lease agreements do not specify an explicit interest rate. The Company’s
management believes that the Hong Kong Dollar Best Lending Rate (“BLR”) minus
As
of June 30, 2026 and December 31, 2025, the right-of-use assets totaled $
| F-16 |
As of June 30, 2026 and December 31, 2025, lease liabilities consist of the following:
SCHEDULE OF OPERATING LEASE LIABILITIES
| June 30, 2026 | December 31, 2025 | |||||||
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Lease liabilities – current portion | $ | $ | ||||||
| Lease liabilities – non-current portion | ||||||||
| Total | $ | $ | ||||||
During
the six months ended June 30, 2026 and 2025, the Company incurred total operating lease expenses of $
Other lease information is as follows:
SCHEDULE OF OTHER LEASE INFORMATION
| June 30, 2026 | December 31, 2025 | |||||||
| Weighted-average remaining lease term – operating leases | ||||||||
| Weighted-average discount rate – operating leases | % | % | ||||||
The following is a schedule of future minimum payments under operating leases as of June 30, 2026:
SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER OPERATING LEASES
| For the twelve months ending December 31, | ||||
| 2026 (six months) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Total operating lease liabilities, net of interest | $ | |||
NOTE 9 – SHORT-TERM BANK LOANS
Short-term bank loans
Bank loans consist of the following:
SCHEDULE OF SHORT TERM LOANS
| Credit agreement entered date | Provider | Facilities | Interest rate | Utilized as of, | ||||||||||
| June 30, 2026 | December 31, 2025 | |||||||||||||
| October 27, 2020 | Hang Seng Bank (“HSB”) | Non-revolving term loan under SME Financing Guarantee Scheme (the “SME FGS Term Loan”) | BLR minus | $ | $ | |||||||||
| January 19, 2021 | HSB | SME FGS Term Loan | BLR minus | |||||||||||
| May 5, 2021 | HSB | SME FGS Term Loan | BLR minus | |||||||||||
| May 6, 2021 | HSB | SME FGS Term Loan | BLR minus | |||||||||||
| May 10, 2022 | HSB | SME FGS Term Loan | BLR minus | |||||||||||
| Total: | $ | $ | ||||||||||||
| F-17 |
The bank loans were primarily obtained for general working capital.
As
of June 30, 2026 and December 31, 2025, the Company’s bank loans contain a repayment on demand clause that provides the bank with
an unconditional right to demand repayment at any time at its own discretion. In light of this covenant, these bank loans have been classified
as current liabilities, irrespective of their contractual repayment terms. These bank loans were secured by personal guarantee provided
by one of the directors of the Company. The amounts due are based on scheduled repayment dates set out in the banking facilities letters
and the subsequently revised repayment schedules. All the Company’s bank loans carried variable interest at BLR minus
The
effective interest rate for the six months ended June 30, 2026 and 2025 was determined on the market prevailing rates of
Interest
expense on the bank loans totaled $
NOTE 10 – EQUITY
The Company is authorized to issue an unlimited number of Class A Ordinary Shares at no par value and Class B Ordinary Shares at no par value.
Prior
period share amounts for the year ended December 31, 2025 have been adjusted to reflect the
As of June 30, 2026 and December 31, 2025, there were and shares of Class A Ordinary Share issued and outstanding, respectively.
As of June 30, 2026 and December 31, 2025, there were and shares of Class B Ordinary Share issued and outstanding, respectively.
NOTE 11 – INCOME TAXES
British Virgin Islands
VSME, VSM and VS Media BVI are incorporated in the British Virgin Islands and are not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.
HK SAR
On
March 21, 2018, the HK SAR Legislative Council passed The Inland Revenue (Amendment) (No. 7) Bill 2017 (the “Bill”) which
introduces the two-tiered profits tax rates regime. The Bill was signed into law on March 21, 2018 and was gazetted on the following
day.
Accordingly,
Taiwan
For
the six months ended June 30, 2026 and 2025, the Company applied a tax rate of
| F-18 |
Singapore
For
the six months ended June 30, 2026 and 2025, Singapore corporate income tax is calculated at the rate of
The Company’s statutory income tax rate was as follows as of June 30, 2026 and December 31, 2025:
SCHEDULE OF EFFECTIVE TAX RATE
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| British Virgin Islands | ||||||||
| HK SAR | % | % | ||||||
| Taiwan | % | % | ||||||
| Singapore | % | % | ||||||
NOTE 12 – RISKS AND UNCERTAINTIES
| (a) | Customers Concentrations |
For
the six months ended June 30, 2026 and 2025, there was one customer who accounted for
As
of June 30, 2026 and December 31, 2025, there were one and two customers who each accounted for more than
Vendors Concentrations
For
the six months ended June 30, 2026 and 2025, there were none and one single vendor who accounted for
As
of June 30, 2026 and December 31, 2025, there was none and one single vendor who accounted for more than
| (c) | Credit risk |
| Accounts receivable | |
| In order to minimize the credit risk, the management of the Company has delegated a team responsible for determination of credit limits and credit approvals. Other monitoring procedures are in place to ensure that follow-up action is taken to recover overdue debts. Internal credit rating has been given to each category of debtors after considering aging, historical observed default rates, repayment history and past due status of respective accounts receivable. Estimated loss rates are based on probability of default and loss given default with reference to an external credit report and are adjusted for reasonable and supportable forward-looking information that is available without undue costs or effort while credit-impaired trade balances were assessed individually. In this regard, the directors consider that the Company’s credit risk is significantly reduced. As of June 30, 2026 and June 30, 2025, the allowance for credit losses for accounts receivable was . |
| Bank balances | |
| The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies. The Company is exposed to concentration of credit risk on liquid funds which are deposited with several banks with high credit ratings. |
| F-19 |
| Deposits, prepayments and other receivables |
| The
Company assessed the impairment for its other receivables individually based on internal credit rating and ageing of these debtors
which, in the opinion of the directors, have no significant increase in credit risk since initial recognition. Based on the impairment
assessment performed by the Company, the loss allowance for deposits, prepayments and other receivables was as of December 31, 2025.
As of June 30, 2026, the loss allowance for deposits, prepayments and other receivables amounted to $ |
| (d) | Interest risk |
| Cash flow interest rate risk | |
| The Company is exposed to cash flow interest rate risk through the changes in interest rates related mainly to the Company’s variable-rates short-term bank loans and bank balances. | |
| The Company currently does not have any interest rate hedging policy in relation to fair value interest rate risk and cash flow interest rate risk. The directors monitor the Company’s exposures on an ongoing basis and will consider hedging the interest rate should the need arises. | |
| Foreign currency risk | |
| Foreign currency risk is the risk that the holding of foreign currency assets will affect the Company’s financial position as a result of a change in foreign currency exchange rates. |
| The Company’s monetary assets and liabilities are mainly denominated in HK$ and NT$, which are the same as the functional currencies of the relevant group entities. Hence, in the opinion of the directors of the Company, the currency risk of $ is considered insignificant. The Company currently does not have a foreign currency hedging policy to eliminate the currency exposures. However, the directors monitor the related foreign currency exposure closely and will consider hedging significant foreign currency exposures should the need arise. | |
| (e) | Economic and political risks |
| The Company’s operations are mainly conducted in HK SAR. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in HK SAR. | |
| The Company’s operations in HK SAR are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in HK SAR, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things. | |
| (f) | Inflation Risk |
| Management monitors changes in prices levels. Historically inflation has not materially impacted the Company’s unaudited condensed consolidated financial statements; however, significant increases in the price of labor that cannot be passed to the Company’s customers could adversely impact the Company’s results of operations. | |
| F-20 |
NOTE 13 – RELATED PARTY BALANCES AND TRANSACTIONS
The summary of amounts due from and due to related parties is presented as follows:
SCHEDULE OF AMOUNT DUE FROM AND DUE TO RELATED PARTIES
| As of | ||||||||||
| June 30, 2026 | December 31, 2025 | |||||||||
| Due from related parties consist of the following: | ||||||||||
| Ours Media Limited (“Ours Media”) | Due from related party | $ | $ | |||||||
| S T MENG PTE. LTD. (“S T Meng”) | Due from related party | |||||||||
| Due from related parties | ||||||||||
| Due to related parties consist of the following: | ||||||||||
| Ms. Nga Fan Wong (“Ms. Wong”)1 | Due to former director | $ | $ | |||||||
| Ms. Ho Ling Honnus Cheung (“Ms. Cheung”)2 | Due to former director | |||||||||
| Mr. Liqian Liao (“Mr. Liao”)2 | Due to former director | |||||||||
| Ms. Rose Ellen Steinberg (“Ms. Steinberg”)2 | Due to former director | |||||||||
| Mr. Toh Eng Yong Julius (“Mr. Toh”)2 | Due to director | |||||||||
| Mr. Tang Kai Di (“Mr. Tang”)2 | Due to director | |||||||||
| Mr. Fong Jia Long (“Mr. Fong”)2 | Due to director | |||||||||
| Ms. Vong Hai Wai Mimi (“Ms. Vong”)2 | Due to director | |||||||||
| Ours Media Limited (“Ours Media”) | Due to related party | |||||||||
| S T MENG PTE. LTD. (“S T Meng”) | Due to related party | |||||||||
| Ours Media Hong Kong Limited (“Ours Media HK”) | Due to related party | |||||||||
| Discovery Networks Asia-Pacific Pte Ltd. (“DNAP”) | Loan from related party | |||||||||
| Due to related parties | $ | $ | ||||||||
Ms. Wong was Chief Executive Officer (“CEO”) of the Company and common director of Ours Media and Ours Media HK. On December 8, 2025, Ms. Wong resigned as the CEO and Chairperson of the board of directors (the “Board”) of the Company effective from March 8, 2026. Subsequent on March 5, 2026, the Company and Ms. Wong mutually agreed to amend the effective date of her resignation to March 5, 2026. Ms. Wong effective resigned as a Director on June 30, 2026.
As
of June 30, 2026 and December 31, 2025, the amounts due from/(to) Ours Media of $(
As
of June 30, 2026 and December 31, 2025, the amounts due from/(to) S T Meng, an investee of the Company, of $(
| 1 |
| 2 |
As
of June 30, 2026 and December 31, 2025, the amounts due to Ours Media HK of $
As
of June 30, 2026 and December 31, 2025, the loan from DNAP, one of the shareholders of the Company, amounting to $
| F-21 |
In addition to the transactions and balances detailed elsewhere in these unaudited condensed consolidated financial statements, the Company had the following transactions with related parties:
SCHEDULE OF TRANSACTIONS WITH RELATED PARTIES
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenue from related parties | $ | $ | ||||||
| Cost of revenue to related party | $ | |||||||
| Rental expenses paid to related parties | $ | $ | ||||||
| Loan interest expenses paid to related parties | $ | $ | ||||||
The related parties are the Company’s shareholders or companies under common control by Ms. Wong.
NOTE 14 – SUBSEQUENT EVENTS
The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the dates of the balance sheets, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has analyzed its operations subsequent to June 30, 2026 to the date of September 30, 2026, these unaudited condensed consolidated financial statements were issued.
On July 13, 2026, Ms. Tang Kaidi resigned as an independent director of the Company. On the same day, the Board of Directors of the Company (the “Board”) appointed Ms. Chen Shulan as a Director and Executive Chairman of the Board, Ms. Lim Hui Leng as an independent Director and as Chairman of the Audit Committee of the Company, and Mr. Yuen Jia Feng Leonard as Chief Financial Officer of the Company.
On May 26, 2026, the Company incorporated Aurenza Group Limited as a new wholly-owned BVI subsidiary. On August 26, 2026, Aurenza Group Limited entered into a share purchase agreement with Mr. Toh Eng Yong Julius, the Company’s Director and Chief Executive Officer, to acquire 100% of the issued share capital of Aurenza Living Private Limited, a limited liability company incorporated in Singapore. The acquisition closed on August 26, 2026 for a nominal purchase consideration of US$1. After the acquisition, Aurenza Living Private Limited became an indirect wholly subsidiary of VSME.
On
August 3, 2026, the Company entered into eight separate unsecured loan agreements with individual lenders for an aggregate principal
amount of S$
| F-22 |