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 UMatrin 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 three months ended March 31, 2021 and 2020





Sales

For the three months ended March 31, 2021, the Company generated $533,542 in revenues, which has a decrease of $257,049, or 33% compared to the three months ended March 31, 2020. This was due to decrease in sales volume for Akero product series as the economy was declining due to pandemic issues in the country.





Gross profit and gross margin

The Company was able to generate a gross profit margin of $443,242 for the three months ended March 31, 2021, which has a decrease of $288,602 or 39% compared to the three months ended March 31, 2020. This was due to decrease in sales volume for new Akero product series which has higher profit margin.






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Selling, general and administrative costs

Major operating costs include salaries and wages, advertising and promotional costs for the three months ended March 31, 2021 and 2020. Selling, general and administrative costs increased from $225,389 for the three months ended March 31, 2020 to $260,082 for the three months ended March 31, 2021. The increase was due to increase in operating cost.





Net income

For the three months ended March 31, 2021, the Company had $179,556 in net profit as compared to $500,344 in net profit for the three months ended March 31, 2020, which was a decrease in net profit of $320,788. 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 $62,248 and $50,459 as of March 31, 2021 and December 31, 2020, 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.

The following table sets forth information about our net cash flow for the three months ended March 31, 2021 and 2020:





                                                        For the three months ended
                                                        March 31,          March 31,
                                                          2021               2020

Net cash provided by (used in) operating activities (49,433 ) 459,381 Net cash provided by (used in) investing activities

               -            (2,654 )

Net cash provided by (used in) financing activities 61,983 (486,661 )






Operating Activities

For the three months ended March 31, 2021 we used $49,433 in operating activities as compared to generated $459,381 in operating activities during the three months ended Mach 31, 2020. 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 three months ended March 31, 2021 we used $nil in investing activities as compared to using $2,654 in investing activities during the three months ended March 31, 2020. The movement in net cash used in investing activity resulted from purchase of equipment.






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Financing Activities

During the three months ended March 31, 2021, we generated $61,983 in financing activities as compared to using $486,661 in financing activities during the three months ended March 31, 2020.

During the three months ended March 31, 2021, the net cash provided by financing activities resulted from net proceeds from related party of $105,320 and net repayment for borrowings of $43,337.

During the three months ended March 31, 2020, the net cash provided by financing activities resulted from net repayment to related party of $412,329 and net repayment to term loan of $74,331.





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 March 31, 2021 and December 31, 2020.

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 $3,071 and $6,111 for the three months ended March 31, 2021 and 2020, respectively.

We have no known demands or commitments and we are not aware of any events or uncertainties as of March 31, 2021 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 three months ended March 31, 2021 and December 31, 2020 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 $2,862,459 as of March 31, 2021 which include a profit of $179,556 for the three months ended March 31, 2021. 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 page F-5 of our Consolidated Financial Statements included in the financial statements for the year ended 2020 for details of our critical accounting policies.






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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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