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" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among others (i) expected changes in our revenue and profitability, (ii) prospective business opportunities and (iii) our strategy for financing our business. 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.

Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this Quarterly Report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.

We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements.

Our revenues and results of operations could differ materially from those projected in the forward-looking statements as a result of numerous factors, including, but not limited to, the following: the risk of significant natural disaster, the inability of our company to insure against certain risks, inflationary and deflationary conditions and cycles, currency exchange rates, and changing government regulations domestically and internationally affecting our products and businesses.

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 Quarterly Report.

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

Overview and Recent Developments





General

Makamer Holdings, Inc. f/k/a Hometown International, Inc. (the "Company," "we," "us," or "our") was incorporated on May 19, 2014 under the laws of the State of Nevada. The Company is the originator of a new Delicatessen concept. Through our wholly-owned subsidiary, Your Hometown Deli, LLC ("Your Hometown Deli"), we operate a delicatessen store that features "home-style" sandwiches and other entrees in a casual and friendly atmosphere. The store is designed to offer local patrons of all ages with a comfortable community gathering places. Targeted towards smaller towns and communities, the Company's first unit was built in Paulsboro, New Jersey.

On January 18, 2014, Your Hometown Deli was formed under the laws of State of New Jersey. On May 29, 2014, Your Hometown Deli entered into a Membership Interest Purchase Agreement with the Company and, as a result, is a wholly-owned subsidiary of ours.

We introduced our delicatessen concept under the Your Hometown Deli brand name. The Your Hometown Deli model features "home-style" sandwiches, food items, and groceries, in a casual and friendly atmosphere. The plan is for all Your Hometown Delis are designed to be comfortable community gathering places for customers of all ages. The Company seeks to create an establishment that will appeal to local residents and commuting workers, conveniently offering high-quality products at fair prices. To date, the Company's first and only location was opened in Paulsboro, New Jersey on October 14, 2015. We began generating revenue from the sales of our food and beverage since our soft opening in mid-October 2015.





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Through March 31, 2022, we continued to refine our menu and operating hours. We have limited our advertising, mainly using social media and direct mailing to residents in towns around our store. We have incurred losses in the development of our business and expect our losses to continue during 2022.

The delicatessen is still open and operating following the merger and the Company's new management is evaluating future plans.

Impact of Coronavirus (COVID-19) Pandemic on the Company

We were forced to temporarily close our delicatessen located in Paulsboro, New Jersey, due to the stay-at-home order issued by the Governor of New Jersey on March 9, 2020, resulting from the outbreak of COVID-19. The delicatessen was re-opened on September 8, 2020, with a "soft opening" to a limited audience, prior to its "Grand Re-Opening" to the public on September 22, 2020. The effects of COVID-19 continued to have a material impact on our business during 2021 by hindering staff availability, limiting the flow of customers into our delicatessen, and restricting our supply chain. Although we are unable to estimate the ultimate impact, it is anticipated that the COVID-19 pandemic will continue to impact our business in 2022.





Merger

On March 25, 2022, the Company entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Makamer Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company (the "Merger Sub"), and Makamer, Inc., a Delaware corporation ("Makamer").

On April 1, 2022, we completed our acquisition of Makamer, which was organized on September 3, 2021, to develop and market biodegradable resins with the goal of replacing traditional plastics with renewable and compostable materials to help reduce worldwide toxic plastic waste pollution. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), Merger Sub merged with and into Makamer, with Makamer continuing as the surviving entity and a wholly-owned subsidiary of the Company (the "Merger"). The Merger became effective upon the filing of a Certificate of Merger with the Secretary of State of the State of Delaware on April 1, 2022.

At the Effective Time of the Merger, the stockholders of Makamer exchanged a total of 19,986,667 shares of Makamer common stock (representing 100% of Makamer's outstanding shares) for an aggregate of 30,000,000 shares of common stock of the Company (the "Merger Shares"), with each Makamer stockholder receiving a pro rata portion of the Merger Shares based upon the total number of shares of Makamer common stock held by such Makamer stockholder immediately prior to the Effective Time.

In connection with the Merger, Makamer assigned its U.S. Provisional Patent Application No. 63/271,978, filed October 26, 2021, having the title "Biodegradable Plastic Composite Containing Fibers," to the Company.

The Company agreed that $1,000,000 of the Company's cash will be used to expand Makamer's business, including for sales and marketing, research and development, evaluating other synergistic acquisitions, and working capital and general corporate purposes.

In connection with the Merger, certain pre-Merger stockholders of the Company agreed to return 1,450,000 shares of the Company's common stock to the Company for cancellation within 30 days of the closing (the "Share Cancellation"). The Share Cancellation has not yet occurred.





Changes to Management

On April 1, 2022, at the Effective Time of the Merger, Peter L. Coker, Jr., the Company's Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer, resigned from all officer positions he held with the Company. He also resigned as the Chairman of the Company's board of directors and sole director. Effective immediately upon his resignation, Alex Mond was appointed as the Company's Chief Executive Officer, President and Chairman of the Company's board of directors, Karen Mond was appointed as the Company's Chief Financial Officer, Secretary and Treasurer, Chad Conner was appointed as the Company's Chief Operating Officer, and Manoucher Sarbaz was appointed as a member of the Company's board of directors.





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Name and Trading Symbol Change

In anticipation of the Merger, on March 29, 2022, the Company filed a Certificate of Amendment to its Articles of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Nevada to change its name from "Hometown International, Inc." to "Makamer Holdings, Inc.," to be effective at the time of filing. The filing of the Certificate of Amendment and resulting name change were authorized and approved by the Company's board of directors as of March 18, 2022, and by stockholders holding approximately 77.0% of the Company's voting equity as of March 21, 2022.

The Company has submitted to the Financial Industry Regulatory Authority, Inc. ("FINRA") a notification of the change of its name to "Makamer Holdings, Inc." and corresponding request to change its trading symbol. It is expected that the name change and new trading symbol will be made effective in the market by FINRA in the near future.





Results of Operations

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

We generated revenue of $6,355 and $5,305 for the three months ended March 31, 2022 and 2021, respectively. The increase in revenue is mainly attributed to an increase in customer's visits.

Our total cost and expenses were $168,131 for the three months ended March 31, 2022, compared to $178,963 for the three months ended March 31, 2021. The total cost and expenses decreased by approximately 6% primarily attributable to a decrease of $120,000 in consulting fees paid to related parties during the three months ended March 31, 2021, offset by an increase of $44,500 in consulting fees paid during the three months ended March 31, 2022, an increase of $45,419 in professional fees attributable to fees paid for filings with the Securities and Exchange Commission ("SEC"), a decrease in food costs of $2,806, an increase in labor costs of $12,522, and an increase of $8,409 in general and administrative expenses. The increase in general and administrative fees was attributable to fees required in connection with filings with the SEC and an increase in general business expenses.

We incurred a loss from operations of $161,776 and $173,658 for the three months ended March 31, 2022 and 2021, respectively. The decrease in loss from operations is mainly attributable to a decrease in total costs and expenses, slightly offset by our increase in revenue during the three months ended March 31, 2022, as compared to the period ended March 31, 2021.

Interest income decreased by $4 to $26 for the three months ended March 31, 2022, from $30 for the three months ended March 31, 2021. The decrease was primarily due to less interest on bank account.

Interest income - related parties decreased by $3,374 to $0 for the three months ended March 31, 2022, from $3,374 for the three months ended March 31, 2021. The decrease was primarily due to interest on notes receivable - related parties as a result of a decreased note receivable due to repayment.

Due to the described factors above, we had a net loss of $161,750 and $170,254 for the three months ended March 31, 2022 and 2021, respectively.

Liquidity and Capital Resources

As of March 31, 2022, we had current assets of $1,012,765, consisting of $1,009,074 in cash and $3,691 in inventory. Our current liabilities as of March 31, 2022, were $68,253, which was comprised of $62,297 due to certain former officers, $408 in accounts payable and accrued expenses and $5,548 in current operating lease liability. Our long-term liabilities as of March 31, 2022, were $1,475, which is comprised of long-term operating lease liability.





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The following is a summary of our cash flows provided by (used in) operating,
investing, and financing activities for the three months ended March 31, 2022
and 2021:



                                                                                    For
                                                                 For the         the three
                                                               three months       months
                                                                  ended            ended
                                                                March 31,        March 31,
                                                                   2022             2021
                                                                        (Unaudited)
Net Cash Used in Operating Activities                          $   (140,295 )   $   (149,590 )
Net Cash Used in Investing Activities                          $          -     $   (150,000 )
Net Cash Provided by Financing Activities                      $          -     $      2,541
Net Decrease in Cash                                           $   (140,295 )   $   (297,049 )

For the three months ended March 31, 2022, net cash used in operations of $140,295 was the result of a net loss of $161,750, offset by in-kind contribution of services by $26,000, depreciation expense of $4, an increase in inventory of $314 and a decrease in accounts payable and accrued expense of $4,235.

For the three months ended March 31, 2021, net cash used in operations of $149,590 was the result of a net loss of $170,254, offset by in-kind contribution of services by $7,714, depreciation expense of $98, an increase in prepaid expenses and other current assets of $1,989, a decrease in inventory of $59, an increase in interest receivable of $1,125 and an increase in accounts payable and accrued expense of $15,907.

Net cash provided by our investing activities were $0 and $150,000 for the three months ended March 31, 2022 and March 31, 2021, respectively. The decrease was attributable to issuance of note receivable - related party of $150,000.

Our financing activities resulted in a cash inflow of $2,541 for the three months ended March 31, 2021, which is represented by $1,000 in proceeds from due to former Officers, $4,993 due to former Chairman for corporate expense reimbursement and a $3,452 repayment of due to former Chairman.

As reflected in the accompanying condensed consolidated unaudited financial statements, the Company used cash in operations of $140,295, has an accumulated deficit of $2,081,313 and has a net loss of $161,750 for the three months ended March 31, 2022.

The Company is slowly regaining its customer base since re-opening. However, even though the delicatessen has been re-opened, the Company may have a slowdown in customer visits due to the current economic condition. There can be no assurance that we will generate sufficient revenues to continue our operations. The Company expects the growth rate and sales to be volatile in the near term.

On April 1, 2022, we completed our acquisition of Makamer, which was organized on September 3, 2021, to develop and market biodegradable resins with the goal of replacing traditional plastics with renewable and compostable materials to help reduce worldwide toxic plastic waste pollution. The Company agreed that $1,000,000 of the Company's cash will be used to expand Makamer's business, including for sales and marketing, research and development, evaluating other synergistic acquisitions, and working capital and general corporate purposes.

The delicatessen is still open and operating following the merger and the Company's new management is evaluating future plans.

We need to raise a substantial amount of capital to fully implement our business plan and for general working capital. If we are unable to raise the funds, we will seek alternative financing through means such as borrowings from institutions. There can be no assurance that additional financing or funding will be available when required in sufficient amounts, on acceptable terms or at all. If we are unsuccessful at raising sufficient capital, for whatever reason, to fund our operations, we may not be able to execute our business plan and may be forced to curtail our business operations.





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Critical Accounting Policies and Estimates

Use of Estimates in Financial Statements

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Significant estimates include valuation of in-kind contribution of service and valuation of deferred tax assets. Actual results could differ from those estimates.





Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification ("ASC") Topic 606, "Revenue from Contracts with Customers". The standard states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The Company generates revenue operating a delicatessen. Revenues from the operations of Company-owned delicatessen are recognized when sales occur.





Leases

The Company accounts for lease in accordance with ASC Topic 842, "Leases".

Operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease right-of-use (ROU) asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred, if any.

The lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on the balance sheet as operating lease assets, current operating lease liabilities and non-current operating lease liabilities.

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.





Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

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