The information set forth in this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") contains certain "forward-looking statements". Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as "believes", "anticipates", "intends" or "expects". These forward-looking statements relate to our plans, liquidity, ability to complete financing and purchase capital expenditures, growth of our business including entering into future agreements with companies, and plans to successfully develop and obtain approval to market our product. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

You should read the following discussion and analysis in conjunction with the Financial Statements and Notes attached hereto, and the other financial data appearing elsewhere in this report.

US Dollars are denoted herein by "USD", "$" and "dollars".





Overview

Umatrin Holding Limited (formerly known as Golden Opportunities Corporation) ("UMHL") was incorporated in the state of Delaware on February 2, 2005. UMHL was originally incorporated in order to locate and negotiate with a targeted business entity for the combination of that target company with the Company.

On January 6, 2016, UMHL acquired 80% of the equity interests of U Matrin Worldwide SDN. BHD. ("Umatrin") in exchange for the issuance of a total of 100,000,000 shares of its common stock to the two holders of Umatrin, Dato' Sri Eu Hin Chai and Dato' Liew Kok Hong. Immediately following the Share Exchange, the business of Umatrin became the business of UMHL. The Company's operation office remained in Malaysia and the business market will remain focus in Asia.

Umatrin, formerly known as OLC Worldwide SDN. BHD., was incorporated in Malaysia on July 22, 1993. Umatrin has curated non-toxic beauty, personal care to health and wellness products. We market our products through three primary methods: direct contact, online distribution and/or by our dealer program. We apply leading O2O (Online to Offline) marketing strategy to both retail and wholesale trade. We provide technology and services to enable consumers, merchants and other participants to conduct business in our cloud-based trading system. We use advanced network technology and rigorous management system to create unlimited business brand space. Without allocating large sums of operating cost, it continuously introduces new products, combined with O2O internet business model and career opportunities.

Results of Operations - Comparison for the year ended December 31, 2019 and 2018





Sales

For the year ended December 31, 2019, the Company generated $1,204,553 in revenues, which has an increase of $793,730, or 193% compared to the year ended December 31, 2018. This is due to increase in sales volume for Akero product series as the economy improved, which drove up the demand of our products..





Gross profit and gross margin

The Company was able to generate a gross profit of $973,383 for the year ended December 31, 2019, which was an increase of $590,323 or 154% compared to the year ended December 31, 2018. This is due to increase in sales volume for new Akero product series which has a higher profit margin and improvement in the overall market condition.

Selling, general and administrative costs

Major operating costs include salaries and wages, advertising and promotional costs for the year ended December 31, 2019 and 2018. Selling, general and administrative costs increased $42,398 or 5% from $811,814 for the year ended December 31, 2018 to $854,212 for the year ended December 31, 2019. The increase is due to increases in operating costs such as increase in commission expenses, printing and stationeries.





Net income

For the year ended December 31, 2019, the Company had $95,138 in net profit as compared to $428,754 in net loss for the year ended December 31, 2018, which was an increase in net profit of $548,258 or 121%. The Company will continue to implement new marketing strategies to improve its financial position.

Liquidity and Capital Resources

We had cash and cash equivalent of $171,678 and $36,431 as of December 31, 2019 and December 31, 2018, respectively.

Our company's operations have been funded through an equity financing and a series of debt transactions, primarily with shareholders, directors, and officers of our company and affiliated entities. These related party debt transactions such as advances have operated as informal lines of credit since the inception of our company, and related parties have extended credit as needed which our company has repaid at its convenience. We anticipate that we will incur operating losses in the foreseeable future and we believe we will need additional cash to support our daily operations while we are attempting to execute our business plan and produce revenues. If our related parties are unable or unwilling to provide additional capital, we would likely require financing from third parties. There can be no assurance that any additional financing will be available to us, on terms we believe to be favorable or at all. The inability to obtain additional capital would have a material adverse effect on our operations and financial condition and could force us to curtail or discontinue operations entirely and/or file for protection under bankruptcy laws.






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The following table sets forth information about our net cash flow for the years ended December 31, 2019 and 2018:





                                                            For the years ended
                                                      December 31,       December 31,
                                                          2019               2018
Net cash provided by (used in) operating
activities                                                  344,732           (452,235 )
Net cash provided by (used in) investing
activities                                                  (82,872 )                -
Net cash provided by (used in) financing
activities                                                 (128,932 )          190,854




Operating Activities

For the year ended December 31, 2019 we generated $344,732 in operating activities as compared to using $452,235 in operating activities during the year ended December 31, 2018. The movement in net cash used in operating activities resulted from the movement in inventory, prepaid tax, other receivables and deposits, accounts payable and accrued expenses and other payables.





Investing Activities

During the year ended December 31, 2019 we used $82,872 in investing activities as compared to using $nil in investing activities during the year ended December 31, 2018. The movement in net cash used in investing activity resulted from purchase of equipment and motor vehicle.





Financing Activities

During the year ended December 31, 2019, we used $128,932 in financing activities as compared to generating $190,854 in financing activities during the year ended December 31, 2018.

During the year ended December 31, 2019, the net cash provided by financing activities resulted from net advances and repayment to related party of $147,797 and net repayment for borrowings of $18,865.

During the year ended December 31, 2018, the net cash provided by financing activities resulted from net proceeds received from related party of $210,583 and net repayment to term loan of $19,729.





Capital Lease

The Company acquired a motor vehicle under a hire purchase agreement under capital lease. The lease arrangements require monthly payments of $910 for a period of 84 months.

Interest expenses were $851 and $nil for the years ended December 31, 2019 and 2018, respectively.





Loan Commitment

On December 23, 2014, MYR 2,300,000 (approximately $657,507) term loan was granted to Umatrin for the purchase of four-Story Shop Offices located at No.32, 32-1, 32-2, 32-3, Jalan Radin Bagus 3, Bandar Baru Seri Petaling, 57000, Kuala Lumpur with a repayment period of 240 months. This term loan was secured by (i) title deed for the said property, and (ii) way of guarantee by directors of the Company. This term loan is subject to an interest charges at 2.10% per annum below the Bank's Base Lending Rate ("BLR") with daily rests. The BLR is currently at 6.85% for both December 31, 2019 and December 31, 2018.

On July 27, 2015, the drawdown of MYR2,300,000 (approximately $609,554) was made and repayment effectively starts on December 1, 2015 with a fixed installment of MYR14,863.14 (approximately $3,561) for 240 installments.

Interest expenses were $26,212 and $24,366 for the years ended December 31, 2019 and 2018, respectively.






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We have no known demands or commitments and we are not aware of any events or uncertainties as of December 31, 2019 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.

We had no material commitments for capital expenditure for the years ended December 31, 2019 and 2018 except mentioned above.





Going Concern

Our financial statements have been prepared on a going concern basis. As reflected in the accompanying financial statements, the Company had accumulated deficit of $3,369,169 as of December 31, 2019 which include a profit of $95,138 for the year ended December 31, 2019. We expect to finance our operations primarily through our existing cash, our operations and any future financing. However, there exists substantial doubt about our ability to continue as a going concern because we will be required to obtain additional capital in the future to continue our operations and there is no assurance that we will be able to obtain such capital, through equity or debt financing, or any combination thereof, or on satisfactory terms or at all. Additionally, no assurance can be given that any such financing, if obtained, will be adequate to meet our capital needs. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, our operations would be materially negatively impacted. Therefore, our auditor has substantial doubt as to our ability to continue as a going concern. Our ability to complete additional offerings is dependent on the state of the debt and/or equity markets at the time of any proposed offering, and such market's reception of the Company and the offering terms. There is no assurance that capital in any form would be available to us, and if available, on terms and conditions that are acceptable.

Critical Accounting Policies and Estimates

Please refer to Note 2 of our Consolidated Financial Statements included in the financial statements for the year ended December 31, 2019 for details of our critical accounting policies.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, sales or expenses, results of operations, liquidity or capital expenditures, or capital resources that are material to an investment in our securities.

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