The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements and the notes to those financial statements appearing elsewhere in this Report.

Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words "may," "will," "should," "anticipate," "estimate," "plan," "potential," "project," "continuing," "ongoing," "expects," "management believes," "we believe," "we intend," or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.





GENERAL

United Royale Holdings Corp., formerly known as Bosy Holdings Corp. (the "Company"), was incorporated under the laws of the State of Nevada on June 23, 2015. The Company, is a developmental stage company that intends to offer planting and cultivation services to land owners in regards to the planting and cultivation of Aquilaria Subintegra & Aquilaria Sinensis trees. The company also intend to provide services relating to the extraction of Agarwood (Agarwood is extracted from those tree, about 10-15% wood of the tree can become Agarwood) from such trees, through the process of "fungal inoculation."

We initially targeted our service to land owners in Malaysia.

As of June 14, 2017, Mr. Ong Kean Wah and Ms. Chen Yan Hong resigned from the position of Chief Operations Officer and director of the Company, respectively.

On December 29, 2017, the Company applied for uplifting to OTCQB Marketplace. On January 11, 2018, the Company obtained the official approval from the OTC Markets and is verified for trading OTCQB Marketplace on January 12, 2018.

On February 1, 2018, the majority of the directors and shareholders of the Company adopted the resolution to request a name change of the Company from "Bosy Holdings Corp." to "United Royale Holdings Corp.". The name change became effective with the State of Nevada on February 5, 2018. FINRA announced on February 14, 2018 that the new name of "United Royale Holdings Corp." was be effective on February 15, 2018, and the new ticker symbol of "URYL" will be effective on February 15, 2018.

On March 30, 2018, Mr. Teoh Kooi Sooi resigned from the positions with the Company, including President of the Company. And Mr. Teoh will retain his position of Chief Executive Officer and director in the board. The resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Mr. Teoh Kooi Sooi has been the President of the Company since September 18, 2015.

On March 30, 2018, Mr. Chen Zheru resigned from the positions with the Company, including Secretary of the Company. And Mr. Chen will retain his position of director in the board. The resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Mr. Chen Zheru has been the Secretary of the Company since September 18, 2015.

As of March 30, 2018, Ms. Jaya C Rajamanickam was appointed as the Company's new President. Ms. Feliana Binti Johny was appointed as the Company's new Secretary.

On September 30, 2018, United Royale Holdings Corp. and Mr. Chen Zheru, representing the sole shareholder of IV Enterprises Development Limited, a Seychelles corporation ("IVED"), entered into a Sale and Purchase Agreement (the "Agreement"), pursuant to which URYL acquired 100% (one hundred percent) of the shareholding of IVED. In consideration for the transfer by Seller to URYL of the Share and the Purchased Assets, URYL shall assume the Assumed Liabilities and pay to Seller US$1 in cash at Closing.





8

IVED provides services through its wholly-owned subsidiary in Malaysia as set forth below:

Name                                      Business

Bosy Holdings (HK) Limited (Hong Kong Investment holding Company) Oudh Tech Sdn Bhd (Malaysia Company) Engages and has a business plan of tree


                                          nurseries, including planting,
                                          cultivation and inoculation services

On September 30, 2018, URYL completed the acquisition.

As of October 22, 2018, Mr. David Edwin Evans was appointed as the Company's Chief Operating Officer.

As of October 22, 2018, Mr. Liao Lin was appointed as the Company's Chief Sales Officer.

On November 30, 2018, Mr. Chen Zheru resigned from the board of directors with the Company. The resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Mr. Chen Zheru has been the director of the Company since September 18, 2015. On the same day, Mr. Li Gongming was appointed as the Company's new member of board of directors.

On December 5, 2018, as a result of a private transaction, 100% shareholding of Bosy Holdings Limited has been transferred from Mr. Chen Zheru to Mr. Li Gongming. The consideration paid for the transaction was $50,000. The source of the cash consideration for the transaction was personal funds of the Purchaser. Bosy Holdings Limited, a limited liability company incorporated in Seychelles, holds 78,415,100 shares of United Royale Holdings Corp. The Transaction resulted in the Purchaser acquiring a total of 55.235% of the issued and outstanding share capital of the Company on a fully-diluted basis, which caused a change in control of the Company. And Mr. Li owns 6,000,000 shares of the Company as of December 7, 2018, which constitutes a total shareholding of 59.461% of the Company.

On April 1, 2019, the Company entered into a six-year tenancy agreement with Halaman Girang Sdn Bhd, the landlord of the farmland, for renting Lot 4316, Batu 20, Jalan Segamat, 84900, Tangkak, Johor, Malaysia. The monthly rental payment is MYR1,500, equivalent to around $363. The tenancy period is valid from April 1, 2019 to March 31, 2025.

On April 1, 2019, the Company entered into an agarwood management agreement with Ms. Simone Yap Xin Wei for providing agarwood plantation management and farming operations in the farmland. The agreement is valid from April 1, 2019 to March 31, 2020, with monthly service fee of MYR2,640, equivalent to $639.

On June 12, 2019, Mr. Soh Khay Wee was appointed as the Company's Director. The biographies for new officers of the Company was filed in the Form 8-K filed with SEC on June 12, 2019.





9

It is worth highlighting that, on March 16, 2020, Malaysia Prime Minister announced the implementation of Movement Control Order ("MCO") under Control of Infectious Diseases Act 1988 and the Police Act 1967 to contain the spread of coronavirus disease 2019 ("COVID-19"). Pursuant to the declaration, initial phase of the MCO effectively took place from March 18, 2020 to March 31, 2020 for a period of 14 days, and was subsequently extended to May 12, 2020 with three 14-day MCO extensions declared by the Malaysia Prime Minister.

Pursuant to the MCO, all government and private premises except those involved in essential supply of goods and services such as water, electricity, energy, telecommunications, postal, transportation, irrigation, oil, gas, fuel, lubricants, broadcasting, finance, banking, health, pharmacy, fire, prison, port, airport, safety, defense, cleaning, retail and food supply should be closed.

On May 1, 2020, Malaysia Prime Minister announced that Conditional Movement Control Order ("CMCO"), a relaxation of MCO replaced existing MCO on May 4, 2020 onwards and was scheduled to expire on the original 4th MCO expiration date of May 12, 2020. On May 10, 2020, Malaysia Prime Minister announced that the CMCO will be extended for a period of 4 weeks from May 13, 2020 until June 9, 2020.

Pursuant to CMCO, most economic sectors and activities are allowed to operate while observing the business standard operation procedures such as in our case social distancing and recording the names and telephone numbers of customers and the dates of their visit.

On June 7, 2020, Malaysia Prime Minister announced that Recovery Movement Control Order ("RMCO") would take place from June 10, 2020 to August 31, 2020, while preserving previous allowable economic activity, interstate travelling is now permissible.

On August 1, 2020, the tenancy agreement was transferred to Dadvance Agarwood Solutions Sdn Bhd. Thereafter the Company was no longer liable or responsible for the tenancy agreement since August 1, 2020, and the operating lease right-of-use and lease liabilities were offset on August 1, 2020.

On January 11 2021, Prime Minister of Malaysia Muhyiddin Yassin announced that Movement Control Order restrictions would be re-introduced to the states of Malacca, Johor, Penang, Selangor, Sabah and the federal territories of Kuala Lumpur (which the Company restaurants are operating within), Putrajaya, and Labuan from January 13, 2021 to February 4, 2021 for a period of three weeks due to increase in daily COVID-19 infection cases. Restriction of Movement Control Order as following:





  ? Banning travel between states and districts;
  ? Limiting travel 10km away from homes;
  ? Stay at home orders;
  ? Only allowing two people per household to travel in cars and buy groceries;
  ? Banning social gatherings including weddings, seminars, and sports;
  ? Eateries and hawker stalls can only provide takeaway services and deliveries;
  ? Only five essential economic sectors allowed to operate: manufacturing,
    construction, services (including supermarkets, banks and health services),
    trade and distribution and plantations;
  ? Outdoor recreational activities limited to people from the same household;
  ? Non-essential workers to work from home; and
  ? Five person limit at mosques and other places of worship.




10

The temporary close down does not have much impact on our current operation, because currently we are in the plantation progress of Aquilaria Subintegra trees and we expect the harvest will take place within 4 years' time. At this moment, the trees are located at Johor, Malaysia, with sufficient rainfall and sunlight for growing. Once the Movement Control Order is expired or not extended, we will collaborate with our service provider to perform the maintenance work of the farmland.





Results of Operations

For the year ended December 31, 2020 and December 31, 2019





Revenue

We have not earned any revenues for the years ended December 31, 2020 and 2019.

General and administrative expenses

We incurred a total of $127,068 general and administrative expenses for the year ended December 31, 2020, while we incurred a total of $262,161 general and administrative expenses for the year ended December 31, 2019. The general and administrative expenses are mainly comprised of impairment loss, audit fee, professional fee, salary, transfer agent fee and Edgar Filing fee.





Net Loss

The net loss for the year ended December 31, 2020 and December 31, 2019 were $127,068 and $262,161 respectively, based on the increase in general and administrative expenses.

Liquidity and Capital Resources and Cash Requirements

As of December 31, 2020, the Company had cash of $6,731 as compared to cash of $63,839 as of December 31, 2019. The Company had a negative working capital of $75,919 as of December 31, 2020 when compared to positive working capital of $49,793 as of December 31, 2019.

Cash Used In Operating Activities

During the year ended December 31, 2020, the cash flows used in operating activities was $106,825 mainly due to the result of net loss.

During the year ended December 31, 2019, the cash flows used in operating activities was $272,227. Our net loss for the period, increase in prepayments and decrease in accrual liabilities were the reasons for our negative operating cash flow.

Cash Used In Investing Activities

During the year ended December 31, 2020, the cash flows used in investing activities was $4,589, as the Company invested certain cash into maintenance of the farmland during the year of 2020.

Since August 1, 2020, the Company has stopped accumulating the plantation cost of agarwood pursuant to the Inoculation Harvesting and Acquisition Agreement signed with Dadvance Agarwood Solutions Sdn. Bhd.

During the year ended December 31, 2019, the cash flows used in investing activities was $10,396, as the Company invested certain cash into maintenance of the farmland during the year of 2019.

Cash Provided by Financing Activities

During the year ended December 31, 2020, the net cash provided by financing activities was $54,443, the major inflow were the director's loan.

During the year ended December 31, 2019, the net cash provided by financing activities was $84,489, the major inflow were the issuance of shares in exchange of cash and director's loan.

OFF-BALANCE SHEET ARRANGEMENTS

We have no 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, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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