The following management's discussion and analysis ("MD&A") should be read in conjunction with financial statements of KMGH for the three months ended March 31, 2020 and 2019, and the notes thereto.

Safe Harbor for Forward-Looking Statements

Certain statements included in this MD&A constitute forward-looking statements, including those identified by the expressions anticipate, believe, plan, estimate, expect, intend, and similar expressions to the extent they relate to KMGH or its management. These forward-looking statements are not facts, promises, or guarantees; rather, they reflect current expectations regarding future results or events. These forward-looking statements are subject to risks and uncertainties that could cause actual results, activities, performance, or events to differ materially from current expectations. These include risks related to revenue growth, operating results, industry, products, and litigation, as well as the matters discussed in KMGH's MD&A. Readers should not place undue reliance on any such forward-looking statements. KMGH disclaims any obligation to publicly update or to revise any such statements to reflect any change in the Company's expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this report.





Revenue

For the three months ended March 31,2020, revenue generated was $0 , compared to $0 for the three months ended March 31, 2019.

Although KMGH is a developmental stage company, we anticipate implementing our technology-based clothing and agriculture business within the next 12 months. In summary, Kemiao Garment Holding Group is focused on making strategic investments and providing consumer products the fashion and agriculture industries and anticipates generating of revenues within this time.





Operating Expenses

Operating expenses for the three months ended March 31,2020 were $33,231 compared to $nil for the three months ended March 31, 2019. Operating expenses increased in 2020 due to general and administrative fees and other professional fee incurred for this period.

General and administrative expense for the three months ended March 31,2020 increased by $1,091, from $nil compared to the three-month ended March 31,2019.

Professional fees which include accounting, legal and consulting fees, for the three months ended March 31,2020 increased from $nil to $32,140 compared to the three months ended of March 31,2019 . The increase is related to accounting and audit fees, consulting, legal services and SEC filing fees between the two periods.





Other Income and Expenses

Other income and expenses for the three-month ended March 31,2020 was $0 compared with an expense of $0 at March 31,2019.

During the three -month ended March 31,2020, the Company incurred interest of $0 compared to interest expense of $0 incurred during the three months ended March 31, 2019 .





Net Income/Loss

Net loss for the three months ended March 31,2020 was $33,231 compared to a net loss of $nil for the three months ended March 31,2019 .









  13

Liquidity and Capital Resources





Cash Flow Activities

Cash was $0 for period ended March 31,2019 and $0 period ended March 31,2020 . Accounts receivable was $0 for period ended March 31,2019 and $0 for period ending March 31,2020 . Payroll taxes payable were $0 at March 31,2019, and $0 for March 31,2020 . Net operating loss Increased by $33,231 at March 31 2020 to $0 for period ended March 31,2019 . Accounts payable and accrued expenses increased by $292 from $0 at March 31, 2019 to $292 at March 31,2020 . The increase in accrued expenses is related to other professional fee and administration expenses.





Investing Activities

No investing activities occurred during the three months ended March 31,2020.





Financing Activities

During the three -months of fiscal year 2020, the Company issued 0 common stock for cash.

During the three months period ended March 31, 2020 , the Company received advanced of $31,059 from a related party.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements with any party.





Critical Accounting Policies

Our discussion and analysis of results of operations and financial condition are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible accounts receivable, inventories, valuation of intangible assets and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The accounting policies that we follow are set forth in Note 2 to our financial statements as included in the Form 10K filed on December 31, 2019. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.

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