6-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

6-K

REPORT

OF FOREIGN PRIVATE ISSUER

PURSUANT

TO RULE 13a-16 OR 15d-16

UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For

the month of July, 2025

Commission

File Number: 001-42183

QMMMHoldings Ltd.

(Registrant’sName)

Unit1301, Block C, Sea View Estate, 8 Watson Road Tin Hau, Hong Kong

(Addressof Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form

20-F ☒ Form 40-F ☐

When used in this Form 6-K, unless otherwise indicated, the terms “the Company,” “QMMM Holdings,” “we,” “us” and “our” refer to QMMM Holdings Ltd. and its subsidiaries.

FinancialStatements and Exhibits.

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The following exhibits are being filed herewith:

Exhibit<br> No.	Description
99.1	QMMM Holdings Ltd. Announces First Half 2025 Unaudited Financial Results

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.

	QMMM Holdings Ltd.
Date:<br> August 29, 2025	By:	/s/ Bun Kwai
	Name:	Bun<br> Kwai
	Title:	Chief<br> Executive Officer

Exhibit99.1

QMMM

HOLDINGS LIMITED

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INDEX

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TABLE

OF CONTENTS

	Page
For the Six Months Ended March 31, 2025 and 2024
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2025 and September 30, 2024	F-2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Six Months Ended March 31, 2025 and 2024	F-3
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ (Deficit) Equity for the Six Months Ended March 31, 2025 and 2024	F-4
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2025 and 2024	F-5
Notes to Unaudited Condensed Consolidated Financial Statements	F-6

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QMMM

HOLDINGS LIMITED

UNAUDITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Statedin US Dollars, except for number of shares)

	March 31, <br>2025			September 30, <br>2024
	As of
	March 31, <br>2025			September 30, <br>2024
				(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	167,914		$	497,993
Accounts receivable, net		303,767			266,379
Deferred public offering costs		25,000			-
Contract costs		50,129			440,330
Prepayment		3,342,524			3,347,677
Deposits and other current assets, net		51,014			51,083
Total current assets		3,940,348			4,603,462
Non-current assets:
Property and equipment, net		12,607			22,297
Intangible assets, net		8,933			14,206
Prepayment		434,690			1,179,873
Operating lease right-of-use assets, net		62,716			154,254
Total non-current assets		518,946			1,370,630
TOTAL ASSETS	$	4,459,294		$	5,974,092
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Contract liabilities	$	-		$	1,673
Due to shareholders		104,534			14,649
Operating lease liabilities, current		62,716			154,254
Income tax payable		136,958			152,740
Accrued liabilities and other payables		236,573			343,539
Accrued liabilities and other payables – related parties		13,345			21,279
Accrued liabilities and other payables		13,345			21,279
TOTAL LIABILITIES	$	554,126		$	688,134
Commitments and contingencies		-			-
SHAREHOLDERS’ EQUITY
Ordinary share, $0.0001 par value; 500,000,000 shares authorized, 17,206,342 and 17,206,342 shares issued and outstanding as of March 31, 2025 and September 30, 2024, respectively	$	1,721		$	1,721
Additional paid in capital		7,804,868			7,804,868
Accumulated deficits		(3,895,665	)		(2,513,747	)
Accumulated other comprehensive loss		(5,756	)		(6,884	)
Total Shareholders’ Equity		3,905,168			5,285,958
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	4,459,294		$	5,974,092

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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QMMM

HOLDINGS LIMITED

UNAUDITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Statedin US Dollars, except for number of shares)

	2025			2024
	For the Six Months Ended March 31,
	2025			2024
Revenues	$	1,225,912		$	2,047,889
Cost of revenues		(1,070,229	)		(1,493,014	)
Gross profit		155,683			554,875
Operating expenses
Selling and marketing expenses		(752,922	)		-
General and administrative expenses		(811,768	)		(688,032	)
Total operating expenses		(1,564,690	)		(688,032	)
Operating loss		(1,409,007	)		(133,157	)
Other (expenses) income, net
Other income		76			-
Interest income		237			1,316
Interest expense		(4,150	)		(10,372	)
Total other (expenses) income, net		(3,837	)		(9,056	)
Loss before taxes		(1,412,844	)		(142,213	)
Income tax credit (expense)		30,926			(3,859	)
Net loss	$	(1,381,918	)	$	(146,072	)
Other comprehensive loss
Foreign currency translation adjustment		1,128			80
Total comprehensive loss	$	(1,380,790	)	$	(145,922	)
Loss per share – basic and diluted	$	(0.08	)	$	(0.01	)
Basic and diluted weighted average shares outstanding		17,206,342			15,000,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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QMMM

HOLDINGS LIMITED

UNAUDITED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

(Statedin US Dollars, except for number of shares)

	Shares		Shares		capital		deficit			income		Total
	Six Months Ended March 31, 2024
										Accumulated
	Number				Additional					other
	of		Ordinary		paid in		Accumulated			comprehensive
	Shares		Shares		capital		deficit			income		Total
Balance as of October 1, 2023		15,000,000	$	1,500	$	13,500	$	(933,549	)	$	2,963	$	(915,586	)
Net loss		-		-		-		(146,072	)		-		(146,072	)
Foreign currency translation adjustment		-		-		-		-			80		80
Balance as of March 31, 2024		15,000,000	$	1,500	$	13,500	$	(1,079,621	)	$	3,043	$	(1,061,578	)
	Six Months Ended March 31, 2025
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
										Accumulated
	Number				Additional					other
	of		Ordinary		paid in		Accumulated			comprehensive
	Shares		Shares		capital		deficit			loss			Total
Balance as of October 1, 2024		17,206,342	$	1,721	$	7,804,868	$	(2,513,747	)	$	(6,884	)	$	5,285,958
Balance		17,206,342	$	1,721	$	7,804,868	$	(2,513,747	)	$	(6,884	)	$	5,285,958
Net loss		-		-		-		(1,381,918	)		-			(1,381,918	)
Foreign currency translation adjustment		-		-		-		-			1,128			1,128
Balance as of March 31, 2025		17,206,342	$	1,721	$	7,804,868	$	(3,895,665	)	$	(5,756	)	$	3,905,168
Balance		17,206,342	$	1,721	$	7,804,868	$	(3,895,665	)	$	(5,756	)	$	3,905,168

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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QMMM

HOLDINGS LIMITED

UNAUDITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Statedin US Dollars)

	2025			2024
	Six Months Ended March 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,381,918	)	$	(146,072	)
Depreciation of property and equipment		9,663			11,753
Amortization of intangible assets		5,256			5,229
Amortization of operating lease right-of-use assets		91,361			84,693
Expected credit loss allowance		19,099			8,147
Changes in assets and liabilities:
Accounts receivable		(56,863	)		(100,304	)
Contract costs		389,741			-
Deposits and other current assets		744,436			-
Accounts payable		-			128
Contract liabilities		(1,673	)		26,622
Accrued liabilities and other payables		(114,595	)		(82,415	)
Operating lease liabilities		(91,361	)		(84,650	)
Income tax payable		(15,568	)		(24,334	)
Net cash used in operating activities		(402,422	)		(301,203	)
CASH FLOWS FROM FINANCING ACTIVITIES
Deferred public offering cost		(25,000	)		-
Proceeds from shareholders		97,903			389,912
Net cash provided by financing activities		72,903			389,912
Net (decrease) increase in cash and cash equivalents		(329,519	)		88,709
Effect of foreign currency translation on cash and cash equivalents		(560	)		(17	)
Cash and cash equivalents, beginning of period		497,993			130,201
Cash and cash equivalents, end of period	$	167,914		$	218,893
Supplementary cash flow information:
Income taxes refund	$	(15,144	)	$	(28,193	)
Listing fees	$	-		$	387,574

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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QMMM

HOLDINGS LIMITED

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024

(Statedin US Dollars)

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NOTE

1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

QMMM Holdings Limited (The “Group” or the “Company”) was incorporated in the Cayman Island on July 29, 2022 as an investment holding company. The Company conducts its primary operations through two of its indirectly wholly owned subsidiaries ManyMany Creations Limited (“MM”) and Quantum Matrix Limited (“QM”) which are both incorporated and domiciled in the Hong Kong Special Administrative Region (“HK SAR”). The Company is primarily engaged in providing digital media advertising and marketing production services and it is headquartered in Hong Kong

The following is an organization chart of the Company and its subsidiaries:

As of March 31, 2025, the Company’s subsidiaries are detailed in the table as follows:

SCHEDULE

OF SUBSIDIARIES

Name	Background	Ownership<br> %			Principal<br> activity
Grade A Global<br> Limited	● A BVI company <br><br> ● Incorporated on July 5, 2022		100	%	Holding Company
Witty Time Holdings Limited	● A BVI company <br><br> ● Incorporated on July 5, 2022		100	%	Holding Company
ManyMany Creations Limited <br><br> (“MM”)	● A Hong Kong company <br><br> ● Incorporated on June 15, 2005		100	%	Digital media advertising<br> and marketing production services
Quantum Matrix Limited <br><br> (“QM”)	● A Hong Kong company <br><br> ● Incorporated on March 20, 2014		100	%	Digital media advertising<br> and marketing production services

The

registration statement for the Company’s Initial Public Offering (the “Offering”) was declared effective by the SEC on July 1, 2024. On July 22, 2024, the Company consummated the Offering of 2,150,000 ordinary shares at a price to the public of $4.00 per share. On August 8, 2024, the Company further issued 56,342 ordinary shares at a price of $4.00 per share with underwriter partially exercised the over-allotment option. The aggregate gross proceeds from the Offering amounted to $8,825,368, prior to deducting underwriting discounts, commissions and offering-related expenses.

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QMMM

HOLDINGS LIMITED

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024

(Statedin US Dollars)

NOTE

1 – ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED)

Groupreorganization

Pursuant to a group reorganization (the “group reorganization”) to rationalize the structure of the Company and its subsidiary companies (herein collectively referred to as the “Group”) in preparation for the listing of our shares, the Company becomes the holding company of the Group on November 14, 2022. As the Group were under same control of the shareholders and their entire equity interests were also ultimately held by the shareholders immediately prior to the group reorganization, the unaudited condensed consolidated statements of operations and comprehensive loss, unaudited condensed consolidated statements of changes in shareholders’ (deficit) equity and unaudited condensed consolidated statements of cash flows are prepared as if the current group structure had been in existence throughout the beginning of the period, or since the respective dates of incorporation/establishment of the relevant entity, where this is a shorter period

GOING

CONCERN

The

Company has incurred a net loss of $1,381,918 for the six months ended March 31, 2025. As of March 31, 2025, the Company had an accumulated deficit of $3,895,665; its net cash used in operating activities for the six months ended March 31, 2025 was $402,422. As of the date of this report, there still exists substantial doubt that the Company will continue as going concern. Management plans to focus its resources on more profitable projects. Additionally, the Company plans to raise capital via private placement or public offering in the event that the Company does not have adequate liquidity to meet its current obligations.

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Principles of consolidation and basis of preparation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries (collectively the “Company”). The Company eliminates all significant intercompany balances and transactions in its unaudited condensed consolidated financial statements.

Management has prepared the accompanying unaudited condensed consolidated financial statements and these notes in accordance to generally accepted accounting principles in the United States (“US GAAP”). The Company maintains 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 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, 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. Management makes these estimates using the best information available when the calculations are made; however, actual results could differ materially from those estimates.

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QMMM

HOLDINGS LIMITED

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024

(Statedin US Dollars)

NOTE

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Foreign currency translation

The accompanying unaudited condensed consolidated financial statements are presented in the United States Dollars (“USD” or “$”), which is the reporting currency of the Company. The functional currency of the Company’s subsidiaries in the Hong Kong is Hong Kong Dollars (“HKD” or “HK$”), its other subsidiaries which are incorporated in British Virgin Islands is United States Dollars, respectively, which are their respective local currencies based on the criteria of ASC 830, “Foreign Currency Matters”.

The Company’s assets and liabilities are translated into $ from HK$ at year-end exchange rates. Its revenues and expenses are translated at the average exchange rate during the period. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

Translation of amounts from HKD into USD has been made at the following exchange rates:

SCHEDULE

OF FOREIGN CURRENCY EXCHANGE RATES

		September 30, 2024		March 31, 2024
Period-end : HK exchange rate	7.7799		7.7693		7.8259
Period average : HK exchange rate	7.7771		7.8084		7.8172

All values are in US Dollars.

Prepayment

Prepayment is mainly comprised of payments made to vendors or service providers for future services that have not been provided. These amounts are non- refundable and bear no interest.

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QMMM

HOLDINGS LIMITED

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024

(Statedin US Dollars)

NOTE

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Deposits and other current assets, net

Deposits are mainly for rent, utilities and money deposited with certain vendors. These amounts are refundable and bear no interest. The short-term deposits usually have a one-year term and are refundable upon contract termination. The long-term deposits are refunded from suppliers when terms and conditions set forth in the agreements have been satisfied.

Other current assets, net, primarily consists of other receivables from third parties. These amounts are non-refundable, unsecured and bear no interest. Management reviews periodically to determine if the allowance is adequate and adjusts the allowance when necessary.

As

of March 31, 2025 and September 30, 2024, the Company made $540 and $540 allowance for doubtful accounts for deposit and other current assets, respectively.

Property and equipment, net

Property and equipment are carried at cost less accumulated depreciation and any impairment losses. Depreciation is provided over their estimated useful lives, using the straight-line method. The Company typically applies a salvage value of 0%. The estimated useful lives of the plan and equipment are as follows:

SCHEDULE

OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

Furniture and<br> fixtures	4 years
Office equipment	4 years
Motor vehicle	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 the Company’s unaudited condensed consolidated statements of operations and comprehensive income. The costs of maintenance and repairs are recognized as incurred; significant renewals and betterments are capitalized.

Intangible assets, net

Intangible assets purchased from third parties are initially recorded at cost and amortized on a straight-line basis over the estimated economic useful lives. The acquired intangible assets are recognized and measured at fair value and are expensed or amortized using the straight-line approach over the estimated economic useful lives of the assets.

The estimated useful lives of major intangible assets are as follows:

SCHEDULE

OF ESTIMATED USEFUL LIVES OF MAJOR INTANGIBLE ASSETS

Website	4 years
Patent	4 years

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QMMM

HOLDINGS LIMITED

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024

(Statedin US Dollars)

NOTE

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impairment of long-lived assets

Long-lived assets, representing property and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. We assess the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, we would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of March 31, 2025 and September 30, 2024, no impairment of long-lived assets was recognized.

Deferred IPO costs

Pursuant to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. These costs include underwriting fees related to the registration preparation, FINRA filing fees and Nasdaq filing fees.

Lease

Effective October 1, 2020, the Company 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. The Company 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 the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has 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.

As of March 31, 2025 and September 30, 2024, there were approximately $62,716 and $154,254 right of use (“ROU”) assets and approximately $62,716 and $154,254 lease liabilities based on the present value of the future minimum rental payments of leases, respectively. The Company’s management believes that using an incremental borrowing rate of the Hong Kong Dollar Best Lending Rate (“BLR”) 5.875% (2024: 5.875%) plus Margin 1.500% p.a. was the most indicative rate of the Company’s borrowing cost for the calculation of the present value of the lease payments; the rate used by the Company was 7.375% (2024: 7.375%).

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QMMM

HOLDINGS LIMITED

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024

(Statedin US Dollars)

NOTE

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Related parties

The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Related parties include:

a.	Affiliates<br> of the entity
b.	Entities for which investments<br> in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection<br> of Section 825-10-15, to be accounted for by the equity method by the investing entity
c.	Trusts for the benefit<br> of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management
d.	Principal owners of the<br> entity and members of their immediate families
e.	Management of the entity<br> and members of their immediate families
f.	Other parties with which<br> the entity may deal if one party controls or can significantly influence the management or operating policies of the other to an<br> extent that one of the transacting parties might be prevented from fully pursuing its own separate interests
g.	Other parties that can<br> significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one<br> of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might<br> be prevented from fully pursuing its own separate interests.

Recent accounting pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures (“ASU 2024-03”). This update requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of sales and selling, general, and administrative expenses, and is intended to improve the disclosures about an entity’s expenses including purchases of inventory, employee compensation, depreciation and amortization. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Management is currently evaluating the standard to determine the impact of adoption on its consolidated financial statements and disclosures.

In January 2025, the FASB issued ASU 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“2025-01”). The amendment in this Update amends the effective date of Update 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of Update 2024-03 is permitted. Management is currently evaluating the standard to determine the impact of adoption on its consolidated financial statements and disclosures.

In March 2025, the FASB issued ASU 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810)” (“ASU 2025-03”). The amendments in this Update require an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a variable interest entity (VIE) that meets the definition of a business to consider the factors in paragraphs 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer. The amendments in this Update differ from current GAAP because, for certain transactions, they replace the requirement that the primary beneficiary always is the acquirer with an assessment that requires an entity to consider the factors to determine which entity is the accounting acquirer. The amendments in this Update enhance the comparability of financial statements across entities engaging in acquisition transactions effected primarily by exchanging equity interests when the legal acquiree meets the definition of a business. Specifically, under the amendments, acquisition transactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a voting interest entity. The amendments in this Update do not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree. Management is currently evaluating the standard to determine the impact of adoption on its consolidated financial statements and disclosures.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statement of operations and comprehensive (loss) income and statement of cash flows.

Revenue Recognition

Effective October 1, 2020, the Company adopted ASC 606 “Revenue from Contracts with Customers”, which replaced ASC Topic 605, using the modified retrospective method of adoption. Results for reporting periods beginning after October 1, 2020 are presented under ASC Topic 606 while prior period amounts are not adjusted and continue to be presented under the Company’s historic accounting under ASC Topic 605. The Company’s accounting for revenue remains substantially unchanged.

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QMMM

HOLDINGS LIMITED

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024

(Statedin US Dollars)

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NOTE

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition (continued)

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The five-step model defined by ASC Topic 606 requires the Company to:

1.	identify its contracts<br> with customers;
2.	identify its performance<br> obligations under those contracts;
3.	determine the transaction<br> prices of those contracts;
4.	allocate the transaction<br> prices to its performance obligations in those contracts; and
5.	recognize revenue when<br> each performance obligation under those contracts is satisfied. Revenue is recognized when promised services are transferred to the<br> client in an amount that reflects the consideration expected in exchange for those services.

The Company enters into service agreements with its customers that outline the rights, responsibilities, and obligations of each party. The agreements also identify the scope of services, service fees, and payment terms. Agreements are acknowledged and signed by both parties. All the contracts have commercial substance, and it is probable that the Company will collect considerations from its customers for service component.

The Company currently generates its revenue from the following:

Revenue from provision of digital media advertising and marketing production services

The Company provides digital media advertising and marketing production services to its customers by designing animations, creating virtual reality contents, tailoring virtual avatar characters, providing virtual apparel technology services and arranging physical and online display. The Company typically enter into service contracts with its customers which will set forth the terms and conditions including the transaction price, services to be delivered, terms of delivery, and terms of payment. Service contracts are fixed priced with no variable consideration and are typically satisfied in one year or less. The terms serve as the basis of the performance obligations that the Company must fulfill in order to recognize revenue. The key performance obligation is identified as a single performance obligation where display of finished contents to the public or targeted audiences at the physical location or online platform specified by the customer indicates that the Company has completed all the services agreed upon in the service contract. The Company assesses that content production and content display services is considered as one performance obligation as the clients do not obtain benefit for each separate service. The Company therefore recognizes revenue at a point in time when finished contents are accepted by customers and published. Typically, the Company collects approximately 40% of contract sum upfront, with the remaining balance collected in two to three installments based on milestones and project completion.

Significant accounts related to the revenue cycle are as follows:

Costof revenues

Cost of revenue consists primarily of personnel costs (including base pay and benefits) and subcontracting cost for consultancy and production services which are directly related to revenue generating transactions.

| F-12 |

| --- |

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QMMM

HOLDINGS LIMITED

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024

(Statedin US Dollars)

NOTE

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition (continued)

Accountsreceivable, net

Accounts

receivable represents trade accounts due from customers. The trade receivables are all without customer collateral and interest is not accrued on past due accounts. Management reviews its receivables on a regular basis to determine if the expected credit allowance is adequate and provides allowance when necessary. The allowance is based on management’s best estimates of specific losses on individual customer exposures, as well as the historical trends of collections. Account balances are charged off against the allowance after all means of collection have been exhausted and the likelihood of collection is not probable. As of March 31, 2025 and September 30, 2024, the Company has recognised $39,386 and $20,322 allowance for expected credit losses for accounts receivable, respectively.

ContractCosts

Contract costs incurred during the production phases of the Company’s service contracts, are capitalized when the costs relate directly to the contract, are expected to be recovered, and generate or enhance resources to be used in satisfying the performance obligation and such deferred costs will be recognized upon the recognition of the related revenue. These costs primarily consist of procurement and material costs directly related to the contract. Contract costs are recognized as cost of revenue when performance obligation(s) is fulfilled and revenue is recognized concurrently.

The Company performs periodic reviews to assess the recoverability of the contract costs. The carrying amount of the asset is compared to the remaining amount of consideration. The Company expects to receive for the services to which the asset relates, less the costs that relate directly to providing those services that have not yet been recognized. If the carrying amount is not recoverable, an impairment loss is recognized. For the six months ended March 31, 2025 and for the year ended September 30, 2024, no impairment loss was recognized.

Contractliabilities

Contract liabilities represents payment advanced from customers. It is recognized when a payment is received from a customer before the Company transfers the related goods or services.

Contract liabilities are recognized as revenue when the Company performed its performance obligation(s) under the contract (i.e., transfers control of the related goods or services to the customer).

Expectedcredit loss

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. Using this methodology will result in earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures. The Company adopted the new standard effective October 1, 2020, the first day of the Company’s fiscal year and applied to accounts receivable and other financial instruments. The adoption of this guidance did not materially impact the net earning and financial position and has no impact on the cash flows.

| F-13 |

| --- |

---

QMMM

HOLDINGS LIMITED

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024

(Statedin US Dollars)

NOTE

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition (continued)

The details of revenue and cost of revenue of the Company is as follows:

SCHEDULE

OF DETAILS OF REVENUE AND COST OF REVENUE

	2025			2024
	For the Six Months Ended <br>March 31,
	2025			2024
Revenue		1,225,912			2,047,889
Cost of Revenue		(1,070,229	)		(1,493,014	)
Gross Profit	$	155,683		$	554,875
Gross Profit Margin		12.7	%		27.1	%

Retirement benefits

Retirement benefits in the form of mandatory defined contribution plans are charged to either expense as incurred or allocated to wages as part of cost of revenues.

Income Taxes

The Company accounts for income taxes pursuant to ASC Topic 740, Income Taxes. Income taxes are provided on an asset and liability approach for financial accounting and reporting of income taxes. Any tax paid by subsidiaries during the period is recorded. Current tax is based on the profit or loss from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purpose and is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date. ASC Topic 740 also requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry-forwards. ASC Topic 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Realization of deferred tax assets are dependent upon future earnings, if any, of which the timing and amount are uncertain.

| F-14 |

| --- |

---

QMMM

HOLDINGS LIMITED

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024

(Statedin US Dollars)

NOTE

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes (continued)

The Company adopted ASC Topic 740-10-05, “Income Taxes: Overview and Background”, which provides guidance for recognizing and measuring uncertain tax positions, it prescribes a threshold condition that a tax position must meet for any of the benefits of the uncertain tax position to be recognized in the financial statements. It also provides accounting guidance on derecognizing, classification and disclosure of these uncertain tax positions.

Earnings Per Share

The Company computes earnings per share (“EPS”) following ASC Topic 260, “Earnings per share.” Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS 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 EPS calculation. There were no potentially dilutive securities that were in-the-money that were outstanding during the six months ended March 31, 2025 and 2024.

Segment Reporting

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments.

The Company’s chief operating decision maker is the Chief Executive Officer, who reviews the financial information of each separate operating segment when making decisions about allocating resources and assessing the performance of the segment. The Company has determined that it has a single operating segment for purposes of allocating resources and evaluating financial performance; accordingly, the Company does not provide additional segment reporting in these accompanying notes.

| F-15 |

| --- |

---

QMMM

HOLDINGS LIMITED

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024

(Statedin US Dollars)

NOTE

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Financial instruments

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, lease liabilities and bank 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” defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash and cash equivalents, accounts and other receivables, accounts and other payables, accrued liabilities, amounts due from (to) related parties, promissory notes payable and bank 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<br> valuation methodology used quoted prices for identical assets or liabilities in active markets.
●	Level 2 - inputs to the<br> valuation methodology include quoted prices for similar assets and liabilities in active markets and information that are observable<br> for the asset or liability, either directly or indirectly, for substantially the financial instrument’s full term.
---	---
●	Level 3 - inputs to the<br> valuation methodology are unobservable and significant to the fair value measurement.
---	---

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”.

NOTE

3 – ACCOUNTS RECEIVABLE, NET

---

Accounts receivable, net consists of the following:

SCHEDULE OF ACCOUNTS RECEIVABLE, NET

	March 31, <br>2025			September 30, <br>2024
	As of
	March 31, <br>2025			September 30, <br>2024
Accounts receivable	$	343,153		$	286,701
Less: allowance for expected credit loss		(39,386	)		(20,322	)
Accounts receivable, net	$	303,767		$	266,379

The movement of allowances for expected credit loss is as follow:

SCHEDULE OF MOVEMENT OF ALLOWANCES OF EXPECTED CREDIT LOSS

	March 31, <br>2025		September 30, <br>2024
	As of
	March 31, <br>2025		September 30, <br>2024
Balance at beginning of the period	$	20,322	$	49,573
Provision (Reversal of)		19,064		(29,251	)
Balance at end of the period	$	39,386	$	20,322

| F-16 |

| --- |

---

QMMM

HOLDINGS LIMITED

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024

(Statedin US Dollars)

---

NOTE

4 – CONTRACT COSTS

Contract costs consist of the following:

SCHEDULE OF CONTRACT COSTS

	March 31, <br>2025			September 30, <br>2024
	As of
	March 31, <br>2025			September 30, <br>2024
Balance at beginning of the period	$	440,330		$	-
Additions		508,413			1,206,379
Recognized to cost of revenue during the period		(898,614	)		(766,049	)
Balance at end of the period	$	50,129		$	440,330

Contract costs represent the payment advanced to suppliers.

---

NOTE

5 – PREPAYMENT

Prepayment consist of the following:

SCHEDULE OF PREPAYMENTS

	March 31, <br>2025			September 30, <br>2024
	As of
	March 31, <br>2025			September 30, <br>2024
Development of Enterprise Planning System*	$	1,854,780		$	1,857,310
Prepaid marketing expenses**		1,922,434			2,670,240
Total		3,777,214			4,527,550
Less: Amount classified as non-current assets		(434,690	)		(1,179,873	)
Amount classified as current assets	$	3,342,524		$	3,347,677
*	Pursuant to the<br>software development agreement, development of Enterprise Resources Planning System is expected to be completed in coming year.
---	---
**	Prepaid marketing<br>expenses were made to vendors for 2-year marketing services including investor relations, media coverage, advertising and monitoring<br>of social media, production of marketing materials and translation services.
---	---

| F-17 |

| --- |

---

QMMM

HOLDINGS LIMITED

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024

(Statedin US Dollars)

---

NOTE

6 – DEPOSITS AND OTHER CURRENT ASSETS, NET

---

Deposits and other current assets, net consist of the following:

SCHEDULE OF DEPOSITS AND OTHER CURRENT ASSETS NET

	March 31, <br>2025			September 30, <br>2024
	As of
	March 31, <br>2025			September 30, <br>2024
Deposits	$	51,554		$	51,623
Less: allowance for expected credit loss		(540	)		(540	)
Deposits<br> and other current assets	$	51,014		$	51,083

---

The movement of allowances for expected credit loss is as follow:

SCHEDULE OF MOVEMENT OF ALLOWANCES FOR EXPECTED CREDIT LOSS

	March 31, <br>2025		September 30, <br>2024
	As of
	March 31, <br>2025		September 30, <br>2024
Balance at beginning of the period	$	540	$	56
Provision		-		484
Balance at end of the period	$	540	$	540

NOTE

7 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT NET

	March 31, <br>2025			September 30, <br>2024
	As of
	March 31, <br>2025			September 30, <br>2024
At cost:
Office equipment	$	163,219		$	161,937
Fixture and fittings		100,877			100,085
Motor vehicle		52,707			52,294
Exchange adjustment		(431	)		2,488
Property and equipment, gross		316,372			316,804
Less: accumulated depreciation		(303,765	)		(294,507	)
Total	$	12,607		$	22,297

Depreciation

expense for the six months ended March 31, 2025 and 2024 was $9,663 and $11,753, respectively.

| F-18 |

| --- |

---

QMMM

HOLDINGS LIMITED

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024

---

NOTE

8 – INTANGIBLE ASSETS, NET

Intangible assets, net consist of the following:

SCHEDULE OF INTANGIBLE ASSETS NET

	March 31, <br>2025			September 30, <br>2024
	As of
	March 31, <br>2025			September 30, <br>2024
At cost:
Website	$	21,881		$	21,709
Patent		20,206		$	20,048
Exchange adjustment		(57	)	$	331
Less: accumulated amortization		(33,097	)	$	(27,882	)
Total	$	8,933		$	14,206

Amortization

expense for the six months ended March 31, 2025 and 2024 was $5,256 and $5,229, respectively.

NOTE

9 – DEFERRED PUBLIC OFFERING COSTS

Deferred public offering costs consist of the following:

SCHEDULE OF DEFERRED INITIAL PUBLIC OFFERING IPO COSTS

	March 31, <br>2025		September 30, <br>2024
	As of
	March 31, <br>2025		September 30, <br>2024
Underwriting fee	$	25,000	$	-
Total	$	25,000	$	-

NOTE

10 – CONTRACT LIABILITIES

Contract liabilities consists of the following:

SCHEDULE OF CONTRACT LIABILITIES

	March 31, <br>2025			September 30, <br>2024
	As of
	March 31, <br>2025			September 30, <br>2024
Balance at beginning of the period	$	1,673		$	7,943
Additions		1,014,912			858,595
Recognized to revenue during the period		(1,016,585	)		(864,865	)
Balance at end of the period	$	-		$	1,673

Contract liabilities represent the payment advanced from customers.

| F-19 |

| --- |

---

QMMM

HOLDINGS LIMITED

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024

(Statedin US Dollars)

---

NOTE

11 – LEASES

---

The

Company has an operating lease for office space. During the period, the Company recognized a right-of-use asset of $62,716, and a lease liability of $62,716 in accordance with ASC842, Leases. The lease agreement does not specify an explicit interest rate. The Company’s management believes that using an incremental borrowing rate of the Hong Kong Dollar Best Lending Rate (“BLR”) 5.875% plus Margin 1.500% p.a. was the most indicative rate of the Company’s borrowing cost for the calculation of the present value of the lease payments; the rate used by the Company was 7.375%.

As

of March 31, 2025 and September 30, 2024, the right-of-use assets totaled $62,716, and $154,254, respectively.

As of March 31, 2025 and September 30, 2024, lease liabilities consist of the following:

SCHEDULE OF OPERATING LEASE LIABILITIES

	March 31, <br>2025		September 30, <br>2024
	As of
	March 31, <br>2025		September 30, <br>2024
Operating lease liabilities – current portion	$	62,716	$	154,254
Operating lease liabilities – non-current portion		-		-
Total	$	62,716	$	154,254

---

During

the six months ended March 31, 2025 and 2024, the Company incurred total operating lease expenses of $91,361 and $84,693, respectively.

Other lease information is as follows:

SCHEDULE OF LEASE INFORMATION

	As of
	March 31, <br>2025			September 30, <br>2024
Weighted-average remaining lease term – operating leases		4 months			10 months
Weighted-average discount rate – operating leases		7.375	%		7.375	%

The following is a schedule of future minimum payments under operating leases as of March 31, 2025:

SCHEDULE OF LEASE FUTURE MINIMUM PAYMENTS

During the period ended March 31,
2026	$	63,651
Total undiscounted lease obligations		63,651
Less: imputed interest		(935	)
Lease liabilities recognized in the unaudited condensed consolidated balance sheet	$	62,716

---

| F-20 |

| --- |

---

QMMM

HOLDINGS LIMITED

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024

(Statedin US Dollars)

NOTE

12 – ACCRUED LIABILITIES AND OTHER PAYABLES

Accrued liabilities and other payables consist of the following:

SCHEDULE OF ACCRUED LIABILITIES AND OTHER PAYABLES

	March 31, <br>2025		September 30, <br>2024
	As of
	March 31, <br>2025		September 30, <br>2024
Accrued salary	$	142,073	$	130,332
Accrued salary to related parties		13,345		21,279
Other payables		55,207		197,878
Accrued operating expenses		39,293		15,329
Total	$	249,918	$	364,818

NOTE

13 – EQUITY

Ordinary shares

The

Company was incorporated in the Cayman Islands as an exempted company with limited liability on July 29, 2022, with an authorized share capital of US$50,000 divided into 50,000,000 shares of US$0.001 each.

On

February 22, 2023, 14,990,000 additional Shares of US$0.001 were issued and fully paid. The Company allotted 10,493,000 shares to Mr. Bun Kwai and 4,497,000 share to Lasting Success Holdings Limited. Immediately after the share allotment, the Company had 50,000,000 authorized shares, par value of US$0.001, of which 15,000,000 were issued and outstanding.

On

May 17, 2023, the Company’s shareholders and Board of Directors approved to amend the authorized share capital from US$50,000, divided into 50,000,000 Ordinary Shares of a par value of US$0.001 per share, to US$50,000, divided into 500,000,000 Ordinary Shares of a par value of US$0.0001 per share. At the same day, the shareholders of the Company surrendered 135,000,000 Ordinary Shares of US$0.0001 par value each to the Company for no consideration. As a result, the Company has 500,000,000 authorized shares, par value of US$0.0001, of which 15,000,000 were issued and outstanding.

On

July 22, 2024, the Company consummated the Offering of 2,150,000 ordinary shares at a price to the public of $4.00 per share. On August 8, 2024, the Company further issued 56,342 ordinary shares at a price of $4.00 per share with underwriter partially exercised the over-allotment option. The aggregate gross proceeds from the Offering amounted to $8,825,368, prior to deducting underwriting discounts, commissions and offering-related expenses. Upon the completion of the Offering, 17,206,342 Ordinary Shares are issued and outstanding.

The Company only has one single class of Ordinary Shares that are accounted for as permanent equity.

NOTE

14 – EMPLOYEE BENEFIT PLANS

---

HK

SAR

The Company has a defined contribution pension scheme for its qualifying employees. The scheme assets are held under a provident fund managed by an independent fund manager. The Company and its employees are each required to make contributions to the scheme calculated at 5% of the employees’ basic salaries on monthly basis.

---

NOTE

15 – PROVISION FOR INCOME TAXES

---

CaymanIslands and British Virgin Islands

QMMM Holdings Limited is incorporated in Cayman Islands and Grade A Global Limited and Witty Time Holdings Limited are incorporated in the British Virgin Islands and are not subject to tax on income or capital gains under current Cayman Islands law and British Virgin Islands law, respectively. In addition, upon payments of dividends by these entities to their shareholders, no withholding tax will be imposed.

---

| F-21 |

| --- |

---

QMMM

HOLDINGS LIMITED

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024

(Statedin US Dollars)

NOTE15 – PROVISION FOR INCOME TAXES (Continued)

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.

Under the two-tiered profits tax rates regime, the first HK$2 million of profits of the qualifying group entity will be taxed at

8.25%, and profits above HK$2 million will be taxed at 16.5%. The profits of group entities not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%.

Accordingly,

the HK SAR profits tax is calculated at 8.25% on the first HK$2 million of the estimated assessable profits and at 16.5% on the estimated assessable profits above HK$2 million. The following tables provide the reconciliation of the difference between the statutory and effective tax expenses following as of March 31, 2025 and 2024.

SCHEDULE OF RECONCILIATION OF PROVISION FOR INCOME TAXES

	2025			2024
	For the Six Months Ended <br>March 31,
	2025			2024
Loss before tax expenses	$	(1,412,844	)	$	(142,213	)
Income taxes computed at Hong Kong Profits Tax rate		(233,119	)		(23,465	)
Tax allowance at the statutory tax rates		(507	)		(530	)
Tax effect on non-assessable income		(35	)		-
Tax effect on non-deductible expenses		31,972			49,946
Tax effect on tax losses not recognized		222,986			-
Tax effect on utilization of tax losses		(21,297	)		(18,233	)
Tax effect of two-tier tax rate		-			(3,859	)
Over provision in respect of prior years		(30,926	)		-
Income taxes (credit) expense	$	(30,926	)	$	3,859

Significant component of deferred tax assets as follows:

SCHEDULE OF DEFERRED TAX ASSETS

	2025			2024
	For the Six Months Ended <br>March 31,
	2025			2024
Net operating loss carry forward	$	366,581		$	20,070
Valuation allowance		(366,581	)		(20,070	)
Deferred tax assets	$	-		$	-

In assessing the realizability of deferred tax assets, management consider whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the cumulative earnings and projected future taxable income in making the assessment. Recovery of substantially all of the Company’s deferred tax assets is dependent upon the generation of future income, exclusive of reversing taxable temporary differences. The Company concludes that it cannot reliably predict future profitability, and accordingly, unable to determine if it can derive future benefits from the deferred tax assets arising from the net operating loss carry forward.

| F-22 |

| --- |

QMMM

HOLDINGS LIMITED

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024

(Statedin US Dollars)

---

NOTE

16 – CONCENTRATIONS OF RISK

CustomersConcentrations

The following table sets forth information as to each customer that generate income which accounted for over 10% of the Company’s revenues for the six months ended March 31, 2025 and 2024.

SCHEDULES OF CONCENTRATION OF RISK

	For the Six Months Ended March 31,
Customers	2025				2024
	Amount	%			Amount	%
A			14.7	%			3.7	%
B			14.6	%			-
C			11.9	%			-
D			4.3	%			32.9	%
E			4.0	%			21.5	%

All values are in US Dollars.

The following table sets forth information as to each customer that accounted for top 5 of the Company’s accounts receivable as of March 31, 2025 and September 30, 2024.

Customers	March 31, 2025				September 30, 2024
	Amount	%			Amount	%
C			42.3	%			-
B			30.5	%			-
F			10.1	%			-
G			5.6	%			-
H			3.7	%			-
I			-				30.0	%
J			-				17.9	%
E			-				16.5	%
K			-				8.6	%
L			-				8.5	%

All values are in US Dollars.

SuppliersConcentrations

The following table sets forth information as to each supplier that accounted for top 5 of the Company’s purchase for the six months ended March 31, 2025 and 2024.

	For the Six Months ended March 31,
Suppliers	2025				2024
	Amount	%			Amount	%
M			50.6	%			31.9	%
N			35.9	%			12.7	%
O			7.2	%			-
P			1.4	%			1.8	%
Q			1.3	%			4.7	%
R			-				44.3	%

All values are in US Dollars.

---

| F-23 |

| --- |

---

QMMM

HOLDINGS LIMITED

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024

(Statedin US Dollars)

---

NOTE

17 – RISKS

A.	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. The maximum potential loss of accounts receivable as of March 31, 2025 and September 30, 2024 are $303,767

and $266,379

, respectively.

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.

Deposits and other current assets

The

Company assessed the impairment for its other current assets 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. The maximum potential loss of deposits and other current assets as of March 31, 2025 and September 30, 2024 are $51,014

and $51,083

, respectively.

B.	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 line of credit, 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

Sensitivity analysis

The sensitivity analysis below has been determined assuming that a change in interest rates had occurred at the end of the reporting period and had been applied to the exposure to interest rates for financial instruments in existence at that date. 1% increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 1

%

higher or lower and all other variables were held constant, the Company’s post tax loss for the six months ended March 31, 2025 and 2024 would have increased or decreased by approximately $1,679

and $2,189

, respectively.

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| F-24 |

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QMMM

HOLDINGS LIMITED

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024

NOTE17 – RISKS (Continued)

C.	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$, 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.

D.	Economic and political<br> 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.

E.	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.

NOTE

18 – RELATED PARTY TRANSACTIONS

The summary of amount due to related parties as the following:

SCHEDULE OF AMOUNT DUE TO RELATED PARTIES

		As of
		March 31, <br>2025		September 30, <br>2024
Due to related parties consist of the following:
Mr. Bun Kwai	Due to shareholders		104,534		14,649
Mr. Bun Kwai	Accrued liabilities and other payables		11,118		11,133
Mr. Chun San Leung*	Accrued liabilities and other payables		2,227		2,230
Mr. Pak Lun Patrick Au*	Accrued liabilities and other payables		-		7,916
		$	117,879	$	35,928

The amounts due to related parties are unsecured, interest free with no specific repayment terms.

| F-25 |

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QMMM

HOLDINGS LIMITED

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024

(Statedin US Dollars)

NOTE18 – RELATED PARTY TRANSACTIONS (Continued)

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:

	2025		2024
	For the six months ended
	March 31,
	2025		2024
Salary to Mr. Bun Kwai		66,744		66,210
Salary to Mr. Chun San Leung*		13,366		13,303
Salary to Mr. Pak Lun Patrick Au*		35,585		30,327
Salary		35,585		30,327
*	Mr. Chun San Leung<br>and Mr. Pak Lun Patrick Au are the directors of QMMM Holdings Limited.
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NOTE

19 – COMMITMENTS AND CONTINGENCIES

Contingencies

In the ordinary course of business, the Company may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable. In the opinion of management, there were no pending or threatened claims and litigation as of March 31, 2025 and through the issuance date of these unaudited condensed consolidated financial statements.

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NOTE

20 – SUBSEQUENT EVENTS

The Company has assessed all events from March 31, 2025, through August 29, 2025 which is the date that these unaudited condensed consolidated financial statements are available to be issued. Unless as disclosed below, there are not any material subsequent events that require disclosure in these unaudited condensed consolidated financial statements.

Theoffering in June

On

June 20, 2025, the Company consummated the Offering of 40,000,000 ordinary shares at a price to the public of $0.20 per share. The aggregate gross proceeds from the Offering amounted to $7,440,000, after deducting underwriting discounts, commissions and offering-related expenses.

Prepaymentpaid for acquisition for AI program

On

April 6, 2025, the Company signed a master services agreement to acquire an AI program together with development and implementation services and prepaid the consideration amounted to $3,000,000. This acquisition aligns with our agreed specifications to achieve company objectives and enhance our competitive advantage in the advertising industry.

Theprepayment paid for acquisition of subsidiary

On

May 29, 2025, the Company entered into Memorandum of understanding at $1,053,500 deposit to acquire an existing advertising company to gain control over its advertising expenditures.

| F-26 |

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