UMATRIN HOLDING LIMITED

(Exact name of Company as specified in its charter)

Delaware

333-153261

87-0814235

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

(1)

Previous Independent Registered Public Accounting Firm

(i)

On March 7, 2016, Jimmy P. Lee, CPA, P.C. ("Lee") resigned as the independent registered public accounting firm of Umatrin Holding Limited. (the "Company").

(ii)

The audit report of Lee on the financial statements of the Company as of and for the fiscal years ended December 31, 2014 and December 31, 2013 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

(iii)

The decision to change the independent registered public accounting firm was recommended and approved by the Board of Directors of the Company.

(iv)

During the Company's two most recent fiscal years ended December 31, 2014 and December 31, 2013 and any subsequent interim periods through September 30, 2015, (a) there were no disagreements with Lee on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Lee, would have caused it to make reference thereto in its reports on the financial statements for such years and (b) there were no "reportable events" as described in Item 304(a)(1)(v) of Regulation S-K.

(v)

On March 10, 2016, the Company provided Lee with a copy of this Current Report and has requested that it furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Current Report on Form 8-K.

(2)

New Independent Registered Public Accounting Firm

On March 10, 2016, the Board of Directors of the Company appointed Yichien Yeh, CPA ("Yeh") as its new independent registered public accounting firm to audit and review the Company's financial statements. During the two most recent fiscal years ended December 31, 2014 and December 31, 2013 and any subsequent interim periods through the date hereof prior to the engagement of Yeh, neither the Company, nor someone on its behalf, has consulted Yeh regarding:

(i)

either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and either a written report was provided to the Company or oral advice was provided that the new independent registered public accounting firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

(ii)

any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K.

Exhibit No.

Description

16.1

Letter from Jimmy P. Lee, CPA, P.C. addressed to the U.S. Securities and Exchange Commission

UMATRIN HOLDING LIMITED

Date: March 10, 2016

By:

/s/ Dato Liew Kok Hong

Dato Liew Kok Hong

President & Chief Executive Officer