Eastern International: DRS filing (amended)

Cover page 8 changes

confidentially submitted to the U.S. Securities and Exchange Commission on March 22, June 12, 2024.

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Distribution and Cash Transfer Between the Holding Company and Subsidiaries" on page 3.

terms "the Company", "Eastern International", "we", "us", "our company", and "our" refer to Eastern International Ltd., an exempted company incorporated under the laws of the Cayman Islands.

investors. However, to the extent cash/assets in the business is in PRC/Hong Kong or our PRC/Hong Kong entity, the funds/assets may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash/assets. Current PRC regulations permit our PRC subsidiaries to pay dividends to the Company only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, our subsidiaries in China are required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of their respective registered capital. Each such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. See " Dividend Distribution and Cash Transfer Between the Holding Company and Subsidiaries" and " Risk Factors-Risks Related to Doing Business in China - Governmental control of currency conversion may limit our ability to transfer cash between us and our subsidiaries or investors including our ability to utilize our net revenues effectively and affect the value of your investment."

of the date of this prospectus, we do not have cash management policies and procedures in place that dictate how funds are transferred through our organization. Rather, the funds can be transferred in accordance with the applicable PRC laws and regulations. See " Dividend Under existing

PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements.

Therefore, WFOE is able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulations, such as the overseas investment registrations by our shareholders who are PRC residents. Approval from or registration with appropriate government authorities is, however, required where the RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. Current PRC regulations permit our PRC subsidiary to pay dividends to the Company only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations.

In addition, our subsidiary in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. Under the existing laws of Hong Kong, funds from capital accounts can be repatriated and remitted overseas without restrictions, and there is no foreign exchange control imposed. According to the current tax practice of the Hong Kong Inland Revenue Department, dividends paid on the Ordinary Shares would not be subject to any Hong Kong tax. See " Dividend Distribution and Cash Transfer Between the Holding Company and Subsidiaries" on page terms "the Company", "Eastern International", "we", "us", "our company", and "our" refer to Eastern International Ltd., an exempted company incorporated under the laws of the Cayman Islands.

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Prospectus summary 11 changes

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We have provided logistic services in China for wind power turbine projects which were exported to countries including Vietnam, UAE, Australia, South Africa and Chile.

through Suzhou TC-Link, provide domestic and cross-border professional logistic services including project logistic and general logistic for company clients. Suzhou TC-Link was established on January 9, 2006 in Jiangsu Province, China. Suzhou TC-Link has obtained the internationally recognized IS09001 certificat e of high-quality service (2015 standard), and it has 4 wholly owned subsidiaries, 4 warehouses/logistic centers and 3 branch offices of its subsidiaries in China. Suzhou TC-Link was rated as a key logistics enterprise in Jiangsu Province by Industry and Information Technology Department of Jiangsu in 2018, an AAA-level credit enterprise and a Class A contractor qualification for large power products transportation by China Water Resources and Electric Power Association On Physical Distribution in 2021 and 2023, respectively, and an AAA-level logistics enterprise by China Federation of Logistics & Purchasing in 2023. Suzhou TC-Link and Yancheng TC-Link have the road transportation permits from transportation bureau for large-size items/cargo transportation and Suzhou TC-Link's business license also includes non-vessel operating common carrier business. Suzhou TC-Link's operating network covers key cities in mainland China, Hong Kong, Southeast Asia and Central Asia. Suzhou TC-Link has an independently developed its enterprise resource planning (ERP) management system.

project logistic services mainly include construction project logistics and special cargo logistics for large or precision equipment.

project logistic services mainly include Construction project logistics and special cargo logistics for large or precision equipment. Construction project logistics range from certain stage or entire process of construction projects. including purchase, packaging, storage, loading and unloading, transportation, fixation, installation of the equipments equipment and machinery for construction as well as other related logistic services. We primarily provide our logistic solution services for new energy projects (including wind power turbine, photovoltaic, renewable energy storage, etc.), chemical equipment, engineering and infrastructure construction projects (including roads and bridges, tunnel construction). Special cargo logistics for large or precision equipment refer to logistic services to the manufacturers or purchasers of special and customized large and/or precision equipment, such as stamping machines, lathe, aircraft engines, and others. We study the operations of our clients, analyse analyze their logistics needs and provide them with specific solutions which will improve the cost efficiency and achieve higher services' quality). We have provided logistic services in China for wind power turbine projects which were exported to countries including Vietnam, UAE, Australia, South Africa and Chile.

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Company has access to over 2,000 vehicles of which 20 are self-owned by the Company, providing China domestic transportation services to transport various types and volume of cargoes The Company also has 4 warehouses/logistic centers in three different provinces, with a total of over 30,000 square meters areas providing general and special storage, distribution and value-added services to clients.

Company owns 20 trucks and has cooperative relationships with other owners and drivers for over 2,000 trucks for domestic long-distance transportation and less than carload goods. When we receive orders and projects, we make inquires to these drivers/owners and ask them to provide a fee estimate for the job. If they provide reasonable price or their prices are less than costs for which we use our own trucks, we will engage these drivers to undertake the transportation. We will provide them with time and location to load the goods and provide name, contact information and license plate of the driver and truck to our clients. After the delivery is completed, we will collect payment from the clients and pay such drivers directly. The Company also has 4 warehouses/logistic centers in three different provinces, with a total of over 30,000 square meters areas providing general and special storage, distribution and value-added services to clients.

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operating subsidiaries are incorporated and operating in mainland China and they have received all required permissions from Chinese authorities to operate its current business in China, including which are Business licenses, Customs Registration Certificate, Bank Account Open Permits, and Permits for Road Transportation of general goods and large sized items/cargo.

a logistic service provider, based on the advice of Zhonglun Law Firm, our PRC counsel, we do not believe that we and our subsidiaries are Critical Information Infrastructure Operators ("CIIO") or Online Platform Operators as defined in Cybersecurity Review Measures published by Cyberspace Administration of China, National Development and Reform Commission, Ministry of Industry and Information Technology, Ministry of Public Security, Ministry of State Security, Ministry of Finance, Ministry of Commerce, People's Bank of China, State Administration of Radio and Television, China Securities Regulatory Commission, State Secrecy Administration and State Cryptography Administration on December 28, 2021 and became effective on February 15, 2022. As of the date of this prospectus, we and our subsidiaries (1) are not required to obtain permissions from any PRC authorities to issue our securities being registered for sale to foreign investors other than the filing requirement with CSRC within three business days after we make any oversea securities offering under New Overseas Listing Rules, (2) are not subject to permission requirements from China Securities Regulatory Commission (the "CSRC"), Cyberspace Administration of China ("CAC") or any other authority that is required to approve of our business operations in China, and (3) have not received or were denied such permissions by any PRC authorities. Nevertheless, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the "Opinions on Severely Cracking Down on Illegal Securities Activities According to Law," or the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. On February 17, 2023, the CSRC released the New Overseas Listing Rules with five interpretive guidelines, which took effect on March 31, 2023. The New Overseas Listing Rules require Chinese domestic enterprises to complete filings with relevant governmental authorities and report related information under certain circumstances, such as: a) an issuer making an application for initial public offering and listing in an overseas market; b) an issuer making an overseas securities offering after having been listed on an overseas market; c) a domestic company seeking an overseas direct or indirect listing of its assets through single or multiple acquisition(s), share swap, transfer of shares or other means. Pursuant to the New Overseas Listing Rules, domestic companies that seek initial public offering or listing securities overseas, both directly and indirectly, shall file with the CSRC within three working days after the submission of overseas offering/listing application. Furthermore, upon the occurrence of any of the material events specified below after an issuer has completed its offering and listed its securities on an overseas stock exchange, the issuer shall submit a report thereof to the CSRC within three working days after the occurrence and public disclosure of the event: (i) change of control; (ii) investigations or sanctions imposed by overseas securities regulatory agencies or other competent authorities; (iii) change of listing status or transfer of listing segment; or (iv) voluntary or mandatory delisting. The New Overseas Listing Rules stipulate the legal consequences to the companies for breaches, including failure to fulfil filing obligations or filing documents having false statement or misleading information or material omissions, which may result in a fine ranging from RMB 1 million to RMB 10 million, and in cases of severe violations, the relevant responsible persons may also be barred from entering the securities market. We are subject to the relevant filing procedures of the CSRC in connection with our overseas offerings under the New Overseas Listing Rules, including the public offering pursuant to this registration statement. On February 24, 2023, the CSRC, the Ministry of Finance, the National Administration of State Secretes Protection and the National Archives Administration released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Companies, or the Confidentiality and Archives Administration Provisions, which took effect on March 31, 2023. PRC domestic enterprises seeking to offer securities and list in overseas markets, either directly or indirectly, shall establish and improve the system of confidentiality and archives work, and shall complete approval and filing procedures with competent authorities, if such PRC domestic enterprises or their overseas listing entities provide or publicly disclose documents or materials involving state secrets and work secrets of state organs to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals. It further stipulates that (i) providing or publicly disclosing documents and materials which may adversely affect national security or public interests, and accounting records or photocopies thereof to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals shall be subject to corresponding procedures in accordance with relevant laws and regulations; and (ii) any working papers formed in the territory of the PRC by securities companies and securities service agencies that provide domestic enterprises with securities services relating to overseas securities issuance and listing shall be stored in the territory of the PRC, the outbound transfer of which shall be subject to corresponding procedures in accordance with relevant laws and regulations. Our operating subsidiaries provide logistic services, and they are not cyberspace operators with personal information of more than 1 million users or activities that affect or may affect national security and they don't have documents and materials which may adversely affect national security or public interests. However, given the current PRC regulatory environment, it is uncertain whether we or our PRC subsidiary or VIE and its subsidiaries will be able to obtain such permission or be required to obtain other permission from the PRC government to list on U.S. exchanges or offer its securities overseas, and even when such permission is obtained, whether it will be denied or rescinded. If we or our subsidiaries do not receive or maintain such permissions or approvals, inadvertently conclude that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, it could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors, cause the value of our securities to significantly decline or become worthless and could result in a material and negative impact on our business operations, including fines or penalties imposed by the relevant PRC regulatory authority, revocation our subsidiaries' business licenses and suspension of their respective business operations.

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Although the statutory reserves

Each such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. Under the existing laws of Hong Kong, funds from capital accounts can be repatriated and remitted overseas without restrictions, and there is no foreign exchange control imposed. According to the current tax practice of the Hong Kong Inland Revenue Department, dividends paid on the Ordinary Shares would not be subject to any Hong Kong tax.

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our management team lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by the Sarbanes-Oxley Act of 2002. Our senior management does not have experience managing a publicly-traded company and such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. See Risk Factors - Risks Related to Our Business - The relative lack of public company experience of our management team may put us at a competitive disadvantage.

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Risk factors 10 changes

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regard our trademarks, domain names, patents, copyrights, know-how, proprietary technologies and similar intellectual property as critical to our success, and we rely on a combination of intellectual property laws and contractual arrangements, including confidentiality agreements with all our employees and officers as well as non-compete agreements with our executive officers to protect our proprietary rights.

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On December 28, 2021, Cybersecurity Review

Measures was published by the CAC, National Development and Reform Commission, Ministry of Industry and Information Technology, Ministry of Public Security, Ministry of State Security, Ministry of Finance, Ministry of Commerce, People's Bank of China, State Administration of Radio and Television, China Securities Regulatory Commission, State Secrecy Administration and State Cryptography Administration, effective on February 15, 2022 According to the provisions of the Cybersecurity Review Measures , the situations that need to be reviewed by the CAC include: (i) the network platform operators who have personal information of more than 1 million users go public abroad; (ii) the procurement of network products and services by key information infrastructure operators affects or may affect national security; (iii) network platform operators carry out data processing activities that affect or may affect national security.

main business of the Company's operating entities is to provide domestic and cross-border professional logistics services. As of the date of this prospectus, the customers and clients of the Company's operating entities are PRC enterprises and institutions rather than individual users, and the Company's operating entities do not have personal information of more than 1 million users.

According to the guidance of our PRC counsel after consulting with CAC, it is confirmed that only companies offering abroad with personal information of more than 1 million users are required to apply for network security review. Therefore, our PRC counsel understands that the Company's current offering and listing should not belong to the situation that it is necessary to apply for network security review as stipulated in Articles 5 and 7 of the Cybersecurity Review Measures .

of the date of this prospectus, the Company's operating entities have not received the notice from the relevant PRC regulatory authorities that the Company and its operating entities are identified as key information infrastructure operators and relevant network facilities and information systems are identified as key information infrastructure, nor have they received the notice from the relevant national or local PRC regulatory authorities that the Company and its operating entities are required to fulfill their network security review obligations, so the Company and its operating entities should not belong to the "key information infrastructure operator" as stipulated in the Regulations on the Security Protection of Key Information Infrastructure .

Therefore, our PRC counsel believes that there is no case that the Company and its operating entities should conduct a network security review because of the procurement of network products and services by key information infrastructure operators affects or may affect national security, and there is no need to apply for a network security review because of this situation.

As of the date of this prospectus, the Company

and its operating entities have not been notified or recognized as "network platform operators" by any PRC regulatory authorities.

According to the definition of "national security" in the National Security Law of People's Republic of China and the seven national security risk factors listed in Article 10 of the Cybers ecurity Review Measures , our PRC counsel believes that the Company and its operating entities are unlikely to affect or may affect the national security situation because of data processing activities, so it is unnecessary to voluntarily apply for the network security review because of this situation.

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Use of proceeds 1 change

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$[ ] million of the proceeds will be immediately remitted to China following the completion of this offering to fund the registered capital of the WFOE. Except that, in using the proceeds of this offering, we are permitted under PRC laws and regulations as an offshore holding company to provide funding to our WFOE in China only through loans or capital contributions, and to our consolidated variable interest entity only through loans, subject to the approval of government authorities and limit on the amount of capital contributions and loans.

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Dividend policy 1 change

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PRC regulations permit our indirect PRC subsidiaries to pay dividends to Eastern HK only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, our subsidiaries in the PRC are required to set aside at least 10% of their respective after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of their respective registered capital. Each of such entity in the PRC is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors.

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Dilution 21 changes

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memorandum and articles of association does not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated. Currently, all of our operations are conducted outside the United States, and substantially all of our assets are located outside the United States. All of Among our executive officers and directors, Albert Wong, Ching Hei Li, Chung Leung Cheung, Lin Tan, Chun Pong (Colman) Chiu and Shiu Wing Joseph Chow are residents of Hong Kong or China and they are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States. Our independent director Mr. Yu-yun Tristan Kuo is a U.S. citizen and resident. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

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project logistic services provide overall solutions to the logistic needs for construction projects, which could range from certain stage or entire process for the construction projects. including equipment purchase, packaging, storage, loading and unloading, transportation, fixation, installation, recycle and maintenance. We mainly provide logistic solutions for new energy projects (including wind power turbine, photovoltaic, renewable energy storage, etc.), chemical equipment, and infrastructure construction projects (including road and bridge, tunnel construction). We analyse and understand the logistic needs to prepare the specific solutions for our clients and provide them with cost efficient and high-quality services. We have provided logistic services to over wind power turbine and power generation projects in China and five overseas projects in Vietnam, UAE, Australia, South Africa and Chile. The Company has provided logistic services to petroleum and chemical projects, energy storage projects, solar power generation projects.

our basic logistic services, we have built a network with subsidiaries and offices in Suzhou, Wuxi, Yancheng, Chengdu, Chongqing, Guangzhou, Shenzhen, Kunming and Mohan cities which could serve most of the major cities in China.

started our business in China in 2006 through Suzhou TC-Link, provide domestic and have been focusing on providing logistics solutions cross-border professional logistic services including project logistic and general logistic for our company clients. Suzhou TC-Link was established on January 9, 2006 in Jiangsu Province, China. Suzhou TC-Link has obtained the internationally recognized IS09001 certificate of high-quality service (2015 standard), and it has 4 wholly owned subsidiaries, 4 logistics warehouses/logistic centers and 3 branch offices of its subsidiaries in China. In 2018, Suzhou TC-Link was rated as a key logistics enterprise in Jiangsu Province by Industry and Information Technology Department of Jiangsu in 2018, an AAA-level credit enterprise and a Class A contractor qualification for large power products transportation by China Water Resources and Electric Power Association On Physical Distribution in 2021 and 2023, respectively, and an AAA-level logistics enterprise by China Federation of Logistics & Purchasing in 2023. SuzhouTC-Link Suzhou TC-Link and Yancheng TC-Link have the road transportation permits from transportation bureau for large-size items/cargo transportation and Suzhou TC-Link's business license also includes non-vessel operating common carrier business. Suzhou TC-Link's operating network covers key cities in mainland China, Hong Kong, Southeast Asia and Central Asia. Suzhou TC-Link has an independently developed its enterprise resource planning (ERP) management system.

project logistic services mainly include construction project logistics and special cargo logistics for large or precision equipment.

Construction project logistics range from certain stage or entire process of construction projects. including purchase, packaging, storage, loading and unloading, transportation, fixation, installation of the equipment and machinery for construction as well as other related logistic services. We primarily provide our logistic solution services for new energy projects (including wind power turbine, photovoltaic, renewable energy storage, etc.), chemical equipment, engineering and infrastructure construction projects (including roads and bridges, tunnel construction). Special cargo logistics for large or precision equipment refer to logistic services to the manufacturers or purchasers of special and customized large and/or precision equipment, such as stamping machines, lathe, aircraft engines, and others. We study the operations of our clients, analyze their logistics needs and provide them with specific solutions which will improve the cost efficiency and achieve higher services' quality). We have provided logistic services in China for wind power turbine projects which were exported to countries including Vietnam, UAE, Australia, South Africa and Chile.

general logistic services refer to the transportation, warehousing, loading and unloading, and distribution of ordinary products. For instance, we provide logistic services for the household appliances manufacturers including the transportation of goods from manufacturing factories to warehouses, and to distributors' warehouses nationwide according to customers' instructions. Delivery can be made in whole truckload or less-than truckload. we have built a network with subsidiaries and offices in Suzhou, Wuxi, Yancheng, Chengdu, Chongqing, Guangzhou, Shenzhen, Kunming, Mohan covering most of major cities and areas in China.

Company has started its cross-border logistic services since 2019, mainly focusing focus on transporting inland transportation and railway transportation between Mainland China and Southeast Asia countries for cargoes, such as bulk commodities, electronic products, tires, new energy products through rail and road transportation in mainland China equipment and Southeaster Asia. other machineries. For example, we completed transportation from Laos to China of 707 40-inch units of 40ft containers, 914 20-inch units of 20ft containers and 244 units of open top containers for rubber, iron ore, barley and Cassava starch from Laos to China in 2022. We also provided service for the shipment of washing machines through China-Europe Railway Express to Europe.

Company owns 20 trucks and has cooperative relationships with other owners and drivers for over 2,000 trucks for domestic long-distance transportation and less than carload goods. When we receive orders and projects, we make inquires to these drivers/owners and ask them to provide a fee estimate for the job. If they provide reasonable price or their prices are less than costs for which we use our own trucks, we will engage these drivers to undertake the transportation. We will provide them with time and location to load the goods and provide name, contact information and license plate of the driver and truck to our clients. After the delivery is completed, we will collect payment from the clients and pay such drivers directly. The Company has 4 warehouses/logistic centers and has long term leases for warehouses and storage space for over 30,000 square meters. As a part of the logistic services, the Company also provides warehouse subleasing services.

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Government subsidies

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expenses decreased by 82.9% from $129,609 for the year ended March 31, 2022 to $22,127 for the year ended March 31, 2023. The decrease in interest expenses was primarily because Suzhou TC-Link has repaid an aggregate RMB5 million borrowings to Industrial and Commercial Bank of China upon their maturities during fiscal year of 2023.

(loss) on disposal of property and equipment

had $161,663 gain from disposal of property and equipment for the year ended March 31, 2023, which increased significantly when compared with a loss from disposal of property and equipment of $3,100 for the year ended March 31, 2022. Since we received less orders for project logistics in fiscal year 2023 as impacted from the travel restrictions in China, we have sold several vehicles which were previously used in transporting wind turbines. These vehicles are almost fully depreciated and were sold for RMB1,394,420 ($203,517) in aggregate, resulting in such a gain in fiscal year 2023.

from government subsidies increased from $nil for the year ended March 31, 2022 to $248,399 for the year ended March 31, 2023. This is because in fiscal year 2023, we have received subsidies from local government of Pu'Er City, Yunnan province to reimburse the Company's railway costs incurred in transporting the city's local produces, including timber, coffee beans, tea and sugar. Such subsidies were unconditional, non-recurring and discretional.

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of March 31, 2023, we had cash of $963,096, notes receivable of $693,012 and accounts receivable of $11,043,857. $10,791,735. Our notes receivable and accounts receivable as of March 31, 2023 had been substantially collected as of the date of this prospectus. Our current assets were approximately $14.2 $13.9 million as of March 31, 2023, and our current liabilities were approximately $6.5 $6.3 million as of March 31, 2023. Accordingly, our working capital as of March 31, 2023 was about $7.7 $7.5 million.

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the year ended March 31, 2023, our net cash used in operating activities was $500,096, which was primarily resulted from increase in accounts receivable by $3,105,745, $3,241,360, because our customers had slowed down their payments due to the impact of Covid-19 pandemic on the overall economy in China in fiscal year 2023; while partially offset by (i) net income of $1,188,924; (ii) increase in accounts payable by $774,442, as we slowed down our payments to suppliers in response to the slow-down of our collections from customers; and (iii) decrease in notes receivable by $475,673 as our revenue decreased in fiscal year 2023.

the year ended March 31, 2022, our net cash provided by operating activities was $1,614,665, which primarily resulted from (i) decrease in accounts receivable by $13,916,991 $14,006,263 as our revenue decreased significantly in fiscal year 2022 when compared with fiscal year 2021, as impacted from Covid-19 pandemic; and (ii) decrease in advance to suppliers by $1,002,619 as our business decreased; while partially offset by (i) net loss of $935,776; (ii) decrease in accounts payable by $10,043,127 and (iii) decrease in other current liabilities by $1,285,288, as our business decreased.

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Company recognizes revenue from provision of transportation services at a point in time when services are completed, i.e. when the goods and cargos were unloaded at the destination requested by customers, which is evidenced by the customer's signed/stamped acknowledgment of receipt of goods/cargos, as the customer is deemed to receive the benefit from our service when the transportation has been completed.

In applying ASC 606-10-25-27, the Company

recognizes revenue from transportation services over a period of time, because the customer simultaneously receives and consumes the benefit of our service as the items are transported from one location to another. That is, if the Company is unable to complete delivery to the final location, another entity would not need to reperform the transportation service already performed. The entire transportation process generally takes 2 to 15 days, and the Company uses time-based method to measure progress toward completion, as it best depicts the value of service transferred to the customer.

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we might subcontract a part of the transportation job to third party suppliers due to the limitation of our transportation team and our fleet. In accordance with ASC 606, we evaluate whether it is appropriate to record the gross amount of the contract price and related costs or the net amount earned as commissions. We conclude that we act as a principal in such cases because (i) we are primarily responsible for the promised services in the contract, which means we will be held accountable for the customer's entire loss if the transportation could not be completed as expected and agreed; (ii) we have sole discretion in establishing the contract price that the customer pays to us, despite how much we pay to the subcontractor, who was separately engaged and the choice of party of subcontractor is on our decision; (iii) we are subject to capital risk that we need to pay our subcontractor with agreed terms even if the customer hasn't paid to us or is in default; and (iv) the subcontractors do not perform any value-added services but merely follow our instructions for the delivery. As a result, we recognize revenue on the gross basis.

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Market risk 16 changes

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have engaged CEVSN Information Consulting Co., Ltd. ("CEVSN") to prepare a commissioned industry report that analyses the logistics industry in China. All information and data presented in this section have been derived from CEVSN's industry report dated June 3, 2024, unless otherwise noted. The following discussion includes projections for future growth, which may not occur at the rates that are projected or at all.

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The total values for logistic goods in China in 2022 was RMB 347.6 trillion, a year-on-year increase of 3.7%. According to data from National Logistic Industry Operation Status Reports from 2018 to 2022 of the China Federation of Logistics and Purchasing ("CFLP"), from 2012 2018 to 2022, the total values for logistic goods in China increased by 1.96 1.23 times, with a compound annual growth rate of 6.96%. 5.27%.

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total amount and growth of values for logistics goods in China from 2018 to 2022 sources：CFLP，cevsn sources: CFLP, CEVSN terms of freight volume, the data from the National Bureau of 2022 Transportation Industry Development Statistics Report by the Ministry of Transport of China shows that the national freight transportation volume reached 50.66 50.663 billion tons in 2022. Among them, the road freight volume is 37.12 37.119 billion tons, the waterway freight volume is 8.58 8.554 billion tons, the railway freight volume is 4.96 4.984 billion tons, and the civil air freight volume is 6.076 million tons. Compared with 2012, 2018, the national freight volume has increased by 23.43%, 0.07%, with an average annual compound growth rate of 2.13%. 0.02%.

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sources：National Bureau of Statistics, cevsn

sources: Ministry of Transport of China, CEVSN

to strong demand in China's logistics industry, the total cost of logistics has also been increasing year by year. According to data from National Logistic Industry Operation Status Reports from 2018 to 2022 of the China Federation of Logistics and Purchasing, the total cost of logistics in China in 2022 was RMB 17.8 trillion, a year-on-year increase of 6.6%. Compared to 2012, 2018, the total logistics cost in China has increased by 1.89 1.34 times. At present, according to international practice the logistics efficiency of the entire economy is evaluated by the ratio of the total logistics costs to GDP. The lower the ratio, the higher the logistics efficiency and the development level of the economy.

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In 2022, the total cost of logistics in China accounted for 14.7% of the country's GDP, a decrease from 14.8% in 2018.

In 2022, the total cost of logistics in China accounted for 14.71% of the country's GDP, a decrease from 17.45% in 2012. China has achieved logistics cost reduction and efficiency improvement. In the future, with the advancement of information technology, specialization, and centralization in the logistics industry, China's logistics industry will have greater development space.

proportion of total logistics cost to GDP in China (from 2018 to 2022) Data sources：National Bureau of Statistics, sources: CFLP, CEVSN (2) China logistics industry maintains high level of prosperity.

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operating revenue and growth of logistics industry in China from 2018 to 2022 sources：CFLP，cevsn services by contract accounts for about 8% of the total revenue of logistics industry. In 2018, the size of China's contract logistics market was RMB 746 billion, which increased to RMB 988.6 billion by 2022, a year-on-year increase of 6.99%.

the B2B contract logistics market, the Chinese market size reached RMB 136.43 billion in 2022, a year-on-year increase of 10.19%.

Logistics Industry Development Prosperity Index from January 2020 2018 to December 2022 sources：China Logistics Information Center, July 2023 sources: CFLP, CEVSN (3) Market Size In 2018, the operating revenue of China's logistics industry was RMB10.1 trillion, increasing to RMB12.7 trillion by 2022, a year-on-year increase of 6.72%.

size and growth of contract logistics in China from 2018 to 2022 sources：CFLP，cevsn size operating revenue and growth of B2B contract logistics industry in China from 2018 to 2022 sources：CFLP，cevsn sources: CFLP, CEVSN logistics Development (1) Development History In recent years, China's economy has maintained stable growth, providing an economic foundation for the stable development of the logistics industry. According to statistics from Final Verified Publication of 2022 Domestic GDP by the National Bureau of Statistics, the annual gross domestic product in 2022 was RMB 121.02 120.47 trillion, with a year-on-year increase of 5.81% 3.0% calculated at constant prices. The stable growth of the economy is the foundation for the development of the general logistics industry. In recent years, the domestic general logistics industry has been continuously developing, with both the number of enterprises and the market size on the increase.

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project logistics industry in China started relatively late and has a relatively low proportion in the logistics industry. On the one hand, it is due to the low awareness of project logistics among domestic users in China. On the other hand, there are relatively few companies engaged in project logistics due to technology, talent and brand barriers. With the changes in market demand, especially the development of energy, infrastructure, and chemical engineering industries, the professional project logistics enterprises are in demand for heavy-cargo transportation. Therefore, in recent years, the proportion of project logistics volume to the overall logistics volume has been continuously increasing.

1 unchanged paragraph

The "Belt and Road Initiative" also brings a lot more business opportunities for cross-border project logistics companies.

market size and growth for project logistics in China from 2018 to 2022 sources：cevsn sources: CEVSN (3) Development Trends and Prospects China has a vast geographical area, and the energy, chemical, and infrastructure industries are pillars of the national economy. The per capita infrastructure capital in China is only 20-30% of that of developed countries, so there is still a lot of room for improvement. The imbalanced and insufficient development in China is still a prominent problem and the gap in development levels between urban and rural areas are still big. significant. Some rural infrastructure in the central and western regions is relatively poor, and filling the development gap also means ample investment opportunities. In recent years, the high-tech manufacturing industry such as electronics, medicine and the high-tech services industry such as e-commerce have maintained a great growth momentum, and there is still considerable potential in these areas in the future. The transformation and upgrading of infrastructure and traditional facilities such as transportation, energy, and water conservancy in China, as well as the construction of new infrastructure such as 5G, ultra-high voltage, intercity highways, and big data centers, will effectively drive investment. This provides new opportunities and prospects for the development of the project logistics industry. However, the project logistics companies in China are generally scattered, small, and not well managed. Compared with their foreign counterparts, China project logistics companies still have great room for improvement in terms of operational scale, profit margin, management level, service philosophy and awareness. However, it is precisely the existence of this gap that gives project logistics companies great space for growth. On the other hand, China's economy has always been a strong engine for the recovery of the world economy. The "Belt and Road Initiative" also brings a lot more business opportunities for cross-border project logistics companies.

Management 229 changes

5% or Greater Shareholders:

Eastern1 Holdings Ltd.(3)

Eastern Worldwide Logistics Group Inc.(1)

Albert Wong, Chairman of our Board and Chief Executive Officer of the Company, is the 70% shareholder of Eastern Worldwide Logistics Group Inc. a Samoa company. The registered address of Eastern Worldwide Logistics Group Inc. is Portcullis Chambers, P.O. Box 1225, Apia, Samoa.

Mr. Albert Wong also owns all 1,000,000 of the Company's outstanding preferred shares, and each holder of one preferred share has the right to 10 votes at a meeting of the shareholders of the Company.

Lin Tan, our Chief Operating Officer is the sole shareholder of Eastern2 Holdings Ltd. The registered address of Eastern2 Holdings Ltd. is Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands (3) Ms. Weimei Huang is the sole shareholder of Eastern1 Holdings Ltd. The registered address of Eastern1 Holdings Ltd. is Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands.

Agreements, Director Agreements and Indemnification Agreements

"Management-Employment Agreements, Director Agreements and Indemnification Agreements."

are a Cayman Islands exempted company with limited liability and our affairs are governed by our Memorandum and Articles of Association, as amended and restated from time to time, the Companies Act, and the common law of the Cayman Islands.

authorized share capital consists of: (i) 450,000,000 Ordinary Shares, par value $0.0001 per share and (ii) 50,000,000 Preferred Shares, par value $0.0001 per share. As of the date of this prospectus, 10,417,000 Ordinary Shares and 1,000,000 Preferred Shares are issued and outstanding.

Memorandum and Articles of Association

Subject to any rights and restrictions of any other class or series of shares, our board of directors has complete discretion in deciding whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided always that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business.

no dividend shall bear interest against the Company.

Rights. Each Ordinary Share shall be entitled to one vote on all matters subject to vote at general and special meetings of our Company and each preferred share shall be entitled to ten (10) votes on all matters subject to vote at general and special meetings of our Company.

Voting at any meeting of shareholders is by show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded. A poll may be demanded by the chairman of such meeting or any one or more shareholders who together hold not less than 10% of the nominal value of the total issued voting shares of our Company present in person or by proxy. An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the Ordinary Shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast attaching to the outstanding Ordinary Shares at a meeting. A special resolution will be required for important matters such as making changes to our Memorandum and Articles of Association.

are no limitations on non-residents or foreign shareholders in the Memorandum and Articles of Association to hold or exercise voting rights on the Ordinary Shares of our Company. However, no person will be entitled to vote at any general meeting or at any separate meeting of the holders of the Ordinary Shares unless the person is registered as of the record date for such meeting and unless all calls or other sums presently payable by the person in respect of Ordinary Shares in the Company have been paid.

Up; Liquidation. Upon the winding up of our company, after the full amount that holders of any issued shares ranking senior to the Ordinary Shares as to distribution on liquidation or winding up are entitled to receive has been paid or set aside for payment, the holders of our Ordinary Shares are entitled to receive any remaining assets of the Company available for distribution as determined by the liquidator.

The assets received by the holders of our Ordinary Shares in a liquidation may consist in whole or in part of property, which is not required to be of the same kind for all shareholders.

on Ordinary Shares and Forfeiture of Ordinary Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their Ordinary Shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. Any Ordinary Shares that have been called upon and remain unpaid are subject to forfeiture.

of Ordinary Shares. We may issue shares that are, or at its option or at the option of the holders are, subject to redemption on such terms and in such manner as it may, before the issue of the shares, determine. Under the Companies Act, shares of a Cayman Islands exempted company may be redeemed or repurchased out of profits of the company, out of the proceeds of a fresh issue of shares made for that purpose or out of capital, provided the memorandum and articles authorize this and it has the ability to pay its debts as they come due in the ordinary course of business.

Preemptive Rights. Holders of Ordinary Shares will have no preemptive or preferential right to purchase any securities of our company.

of Rights Attaching to Shares. All or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Act, be materially adversely varied with the written consent of the holders of all of the issued shares of that class or with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class issued shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with such existing class of shares.

Provisions. Some provisions of our current Memorandum and Articles of Association may discourage, delay or prevent a change of control of our Company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders.

Company. We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except that an exempted company:

not have to file an annual return of its shareholders with the Registrar of Companies;

not required to open its register of members for inspection;

not have to hold an annual general meeting;

issue shares with no par value;

obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

register as an exempted limited duration company; and

register as a segregated portfolio company.

liability" means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

Each Preferred Share is convertible into one (1) Ordinary Share at any time at the option of the holder thereof. In no event shall Ordinary Shares be convertible into Preferred Shares.

Rights. Each share of Preferred Shares shall have the voting rights equal to ten (10) Ordinary Shares.

Except for voting rights and conversion rights as set out hereof, the Ordinary Shares and the Preferred Shares shall rank pari passu with one another and shall have the same rights, preferences, privileges and restrictions.

and Transfer. The holders of Preferred Shares shall have the right to transfer each share of the Preferred Shares to any third party at any time in such holder's sole and absolute discretion, subject to compliance with applicable securities laws. Upon any sale, transfer, assignment or disposition of any Preferred Share by a shareholder to any person who is not an affiliate of such shareholder, or upon a change of control of any Preferred Share to any person who is not an affiliate of the registered shareholder of such Preferred Share, such Preferred Share shall be automatically and immediately converted into one (1) Ordinary Share.

are no outstanding warrants to purchase any of our securities.

are no outstanding options to purchase any of our securities.

Companies Act is modelled after that of English law but does not follow many recent English law statutory enactments. In addition, the Companies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the State of Delaware.

and Similar Arrangements .

Cayman Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies provided that the laws of the foreign jurisdiction permit such merger or consolidation. For these purposes, (a) "merger" means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (b) a "consolidation" means the combination of two or more constituent companies into a new consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company.

In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company's articles of association. The plan must be filed with the Registrar of Companies together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the shareholders and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is affected in compliance with these statutory procedures.

merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders.

For this purpose, a subsidiary is a company of which at least 90% of the issued shares entitled to vote are owned by the parent company.

consent of each holder of a fixed or floating security interest of a constituent company is required unless this requirement is waived by a court in the Cayman Islands.

in certain limited circumstances, a dissenting shareholder of a Cayman Islands constituent company is entitled to payment of the fair value of his or her shares upon dissenting from a merger or consolidation. The exercise of such dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, except for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.

addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, Those provisions provide that if a majority in number representing 75% in value of the creditors or class of creditors (as the case may be) present and voting either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the Grand Court of the Cayman Islands, be binding on all the creditors or the class of creditors, as the case may be, and also on the company or, where a company is in the course of being wound up, on the liquidator and contributories of the company. Alternatively, if 75% in value of the members or class of members (as the case may be) present and voting either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the Grand Court of the Cayman Islands, be binding on all the members or the class of members, as the case may be, and also on the company or, where a company is in the course of being wound up, on the liquidator and contributories of the company. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that: (a) the statutory provisions as to the required majority vote have been met; (b) the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;

(c) the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest;

and (d) the arrangement is not one that would more properly be sanctioned under some other provision of the Cayman Companies Act..

Cayman Companies Act also contains a statutory power of compulsory acquisition which may facilitate the "squeeze out" of dissentient minority shareholders upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares affected within four months the offeror may, within a two-month period commencing on the expiration of such four month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.

an arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Suits. In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands courts can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name of the company to challenge:

(a) an act which is illegal or ultra

vires with respect to the company and is therefore incapable of ratification by the shareholders;

(b) an act which, although not ultra

vires, requires authorization by a qualified (or special) majority (that is, more than a simple majority) which has not been obtained;

(c) an act which constitutes a "fraud

on the minority" where the wrongdoers are themselves in control of the company.

of Directors and Executive Officers and Limitation of Liability . Cayman Islands law does not limit the extent to which a company's memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our Articles permit indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty or fraud of such directors or officers.

as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Fiduciary Duties . Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction.

The duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation.

He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

As a matter of Cayman Islands law,

a director owes three types of duties to the company: (i) statutory duties, (ii) fiduciary duties, and (iii) common law duties. The Cayman Companies Act imposes a number of statutory duties on a director. A Cayman Islands director's fiduciary duties are not codified, however the courts of the Cayman Islands have held that a director owes the following fiduciary duties (a) a duty to act in what the director bona fide considers to be in the best interests of the company, (b) a duty to exercise their powers for the purposes they were conferred, (c) a duty to avoid fettering his or her discretion in the future and (d) a duty to avoid conflicts of interest and of duty.

The common law duties owed by a director are those to act with skill, care and diligence that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and, also, to act with the skill, care and diligence in keeping with a standard of care commensurate with any particular skill they have which enables them to meet a higher standard than a director without those skills. In fulfilling their duty of care to us, our directors must ensure compliance with our amended articles of association, as amended and restated from time to time. We have the right to seek damages where certain duties owed by any of our directors are breached.

Action by Written Consent . Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Cayman Islands law and our Memorandum and Articles of Association provide that shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.

Proposals . Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

Islands law does not provide shareholders any right to put proposals before a meeting or requisition a general meeting. However, these rights may be provided in the memorandum and articles of association. Our current Memorandum and Articles of Association allow our shareholders holding not less than one-third of all voting power of our share capital in issue to requisition a shareholder's meeting. Other than this right to requisition a shareholders' meeting, our current Memorandum and Articles of Association do not provide our shareholders other right to put proposal before a meeting. As a Cayman Islands exempted company, we are not obliged by law to call shareholders' annual general meetings.

Voting. Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation's certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder's voting power with respect to electing such director. There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands but our current Memorandum and Articles of Association do not provide for cumulative voting. As a result, our shareholders are not afforded any fewer protections or rights on this issue than shareholders of a Delaware corporation.

of Directors. Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our current Memorandum and Articles of Association, directors may be removed with or without cause, by an ordinary resolution of our shareholders.

with Interested Shareholders. The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an "interested shareholder" for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target's outstanding voting share within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target's board of directors.

Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and not with the effect of constituting a fraud on the minority shareholders.

Winding up. Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation's outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a super majority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so. Under the Companies Act and our current Memorandum and Articles of Association, our company may be dissolved, liquidated or wound up by a special resolution of our shareholders.

of Rights of Shares. Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our current Memorandum and Articles of Association, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class only with the sanction of an ordinary resolution passed at a general meeting of the holders of the shares of that class or the written consent the holders of all of the issued shares of that class.

of Governing Documents. Under the Delaware General Corporation Law, a corporation's governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.

As permitted by Cayman Islands law, our current Memorandum and Articles of Association may only be amended with a special resolution of our shareholders.

of Non-resident or Foreign Shareholders . There are no limitations imposed by our current memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our current Memorandum and Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.

Laundering - Cayman Islands

and 149 more changes in the filing

Principal stockholders 1 change

following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of the date of this prospectus by our officers, directors, and 5% or greater more beneficial owners of Ordinary Shares. There is no other person or group of affiliated persons known by us to beneficially own more than 5% of our Ordinary Shares.

6 unchanged paragraphs

Properties 284 changes

6 unchanged paragraphs

9 - Contract liabilities

of March 31, 2023 and 2022, the Company had contract liabilities of $219,701 and $318,806, respectively. In terms of warehouse subleasing services, rentals are generally required to be paid in advance. In addition, certain transportation service contracts would require the customer to pay a portion of the total price before services are rendered. These advanced payments from customers for services to be performed in the future recognized as contract liabilities, and the Company reduces such liabilities and recognizes revenues after it fulfills pertinent performance obligations, usually within one year.

movement of contract liabilities was as follows:

Balance at the beginning of year

Advances received from customers

Amount recognized as revenue during the year

Exchange realignment

Balance at the end of

10 - Other current liabilities

of March 31, 2023 and 2022, other current liabilities consisted of the following:

Payables for purchase of vehicles

Security deposits from suppliers (1)

Value-added taxes payable

Other tax surcharges payable

some cases, the Company may outsource some of the transportation services to third party suppliers, and receives security deposits from such suppliers for to guarantee the completion of the transportation services. These security deposits are short-term in nature and will be returned to suppliers when the transportation services are completed.

11 - Shareholders' equity

shares and Preferred Shares

Company is established under the laws of the Cayman Islands on July 27, 2023 with limited liability with authorized share capital of 500,000,000 Ordinary Shares at US$0.0001 each. On the same date, the Company issued 10,000,000 Ordinary Shares of the Company to the existing shareholders of Suzhou TC-Link in proportion of their existing shareholdings in Suzhou TC-Link for a consideration of US$7,197,943 in aggregate in exchange for the issued shares of Suzhou TC-Link. As a result, no change in proportion of shareholding of existing shareholders in Suzhou TC-Link after the issuance.

February 7, 2024, the board of directors approved to revise the memorandum and articles of association of the Company in which the authorized share capital of US$50,000 are divided into (i) 450,000,000 Ordinary Shares with par value of US$0.0001 each; and (ii) 50,000,000 Preferred Shares with par value of US$0.0001 each. In accordance with the revised memorandum and articles of association of the Company, its Preferred Shares vary from Ordinary Shares in terms of voting rights and conversion rights:

February 7, 2024, the Company issued 1,000,000 Preferred Shares to Mr. Albert Wong, Chairman, Chief Executive Officer and a controlling shareholder of the Company for an aggregate cash consideration of US$100 which was paid on March 12, 2024 as part of Reorganization.

As a result, the voting power of Mr. Albert Wong increased from 42.66% to 71.33% after the issuance of Preferred Shares.

Company has retroactively restated all shares and per share data for all the periods presented, as discussed in Note 1. Accordingly, as of March 31, 2023 and 2022, 10,000,000 Ordinary Shares and 1,000,000 Preferred Shares were issued and outstanding with a par value of $0.0001, respectively.

of March 31, 2023 and 2022, additional paid-in capital mainly consisted of contributions made to Suzhou TC-Link from its original shareholders during the period of February 2006 to October 2019. These contributions were RMB48,356,336 in aggregate, and were translated to US$ based on exchange rates on their respective transaction dates, which were $7,217,178 in aggregate.

TC-Link was previously listed on National Equities Exchange and Quotations ("NEEQ") platform of the PRC. On December 4, 2020, the board of Suzhou-TC Link has passed a resolution to repurchase its own shares ("Suzhou-TC Link Shares") on NEEQ with numbers ranging from 275,000 to 550,000 shares at repurchase price of no more than RMB2.5 per share. The repurchased Suzhou-TC Link Shares will be used in share-based compensation. Subsequently, Suzhou TC-Link has completed the repurchase of 540,000 Suzhou-TC Link Shares within the period from January 7, 2021 to January 27, 2021 at repurchased cost of RMB792,106 ($122,585) in aggregate, which was paid in cash. The company recorded the repurchased Suzhou-TC Link Shares as treasury shares at original cost. At the time of repurchase, Suzhou-TC Link had 39,700,000 Suzhou-TC Link Shares issued and outstanding.

July 6, 2021, the board of directors of Suzhou TC-Link has passed a resolution to grant 540,000 restricted shares of Suzhou TC-Link ("Suzhou TC-Link Restricted Shares") to Suzhou TC-Link's certain executives, key employees and directors. The grant price for Suzhou TC-Link Restricted Shares was RMB1.2 each. The Suzhou TC-Link Restricted Shares shall vest in three tranches, based on achieving designated amount of revenues in each of the next three years (fiscal years 2022, 2023 and 2024). On July 31, 2021, the Company has granted its 540,000 Suzhou-TC Link Shares under treasury shares as Suzhou TC-Link Restricted Shares to the grantees and received cash consideration of RMB648,000 ($100,281) in aggregate from the grantees. The fair value of the Suzhou TC-Link Restricted Shares on grant date was RMB1.48 each. The Company recognizes the difference of fair value and price received as expenses during the vesting periods of three tranches.

For the years ended March 31, 2023 and 2022, expenses for share-based compensation amounted to RMB45,360 ($6,620) and RMB37,800 ($5,890), respectively, which were recognized in general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). The remaining share-based compensation expenses which amounted to RMB68,040 ($9,900) were recognized within the year ended March 31, 2024.

June 13, 2022, one director who received 54,000 Suzhou TC-Link Restricted Shares in the aforementioned share-based compensation had passed away. As a result, Suzhou TC-Link repurchased the 54,000 Suzhou TC-Link Restricted Shares granted to this director at cost of RMB64,152 ($9,341) from the spouse of this director, which were cancelled after repurchased.

Company is required to make appropriations to certain reserves, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC ("PRC GAAP"). Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity's registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors. As of March 31, 2023 and 2022, the balances for statutory reserves were $610,984 and $540,910, respectively.

Company's ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its PRC entities.

Relevant PRC statutory laws and regulations permit payments of dividends by the PRC entities only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. However, PRC laws restrict a certain portion of the PRC entities' net assets, equivalent to the balances of paid-in capital and statutory reserve, to be distributed in any form to the restricted net assets that include paid-in capital and statutory reserve funds amounted to $7,809,027 and $7,741,674 as of March 31, 2023 and 2022, respectively.

September 30, 2021, the board of directors of Suzhou TC-Link has declared cash dividends of RMB794,000 ($123,966) to all existing shareholders of Suzhou TC-Link registered on the date of declaration. The cash dividends were paid on October 8, 2021.

12 - Segment reporting

280, "Segment Reporting", establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company's business segments. The Company uses the "management approach" in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company's chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company's reportable segments. The Company's CEO is the chief operating decision maker. Management, including the chief operating decision maker, reviews operation results by the revenue of different products or services. Based on management's assessment, the Company has determined that it has only one operating segment.

of the Company's assets are located in the PRC. For the years ended March 31, 2023 and 2022, more than 99% and 98% of the Company's revenues were generated within the PRC, respectively. As a result, management deems it not necessary to present revenues by geographic areas.

13 - Disaggregation of revenues

Company disaggregates its revenues from transportation services and warehouse subleasing services. The Company recognizes revenue from transportation service at the point in time when transportation has been completed, and recognizes revenue from subleasing service on straight-line basis over the period of the lease agreement with the tenant. The following table presents revenues by category for the years ended March 31, 2023 and 2022, respectively:

the years ended March 31,

following table shows disaggregated cost of revenues by category for the years ended March 31, 2023 and 2022, respectively:

the years ended March 31,

Cost of revenues for

Total cost of revenues

following table sets forth a breakdown of gross profit and gross profit margin for the years ended March 31, 2023 and 2022, respectively:

the Years Ended March 31,

14 - General and administrative expenses

the years ended March 31, 2023 and 2022, the Company's general and administrative expenses mainly consisted of:

the years ended March 31,

Employee salaries and benefits

Entertainment expenses

Consulting and service fees

Car rental and insurance

administrative expenses

Total general and administrative

Company is subject to income taxes on an entity basis on income derived from the location in which each entity is domiciled.

Company is incorporated in the Cayman Islands as an exempted company and is not subject to tax on income or capital gain under the laws of the Cayman Islands.

BVI is incorporated in the British Virgin Islands as a holding company and is currently exempted from income and corporate tax under the current laws of the British Virgin Islands. In addition, the British Virgin Islands does not levy capital gains tax on it.

HK is incorporated in Hong Kong as a holding company with no operation. Under Hong Kong's two-tier tax rates regime, the first 2 million Hong Kong Dollar ("HKD") of profits will be taxed at 8.25%, and the profits above HKD 2 million will be taxed at 16.5%. Eastern HK is not subject to income tax for the years ended March 31, 2023 and 2022 as it was incorporated on September 4, 2023.

the Enterprise Income Tax ("EIT") Law of the PRC, domestic enterprises and Foreign Investment Enterprises ("FIE") are usually subject to a unified 25% income tax rate while preferential tax rates, tax holidays and certain tax exemptions may be granted on case-by-case basis.

to PRC Taxation Code 2019 No. 13, which was effective on January 1, 2019, an enterprise is recognized as a small-scale and low-profit enterprise if all of the followings are met (i) its taxable income is less than RMB3 million; (ii) total number of its employees does not exceed 300; and (iii) amount of its total assets does not exceed RMB50 million. A small-scale and low-profit enterprise receives a tax preference including a preferential tax rate of 5% on its taxable income below RMB1 million and another preferential tax rate of 10% on its taxable income between RMB1 million and RMB3 million. The tax preference for small-scale and low-profit enterprises have been extended to December 31, 2027 by Chinese National Tax Bureau. Wuxi TC-Link, Yancheng TC-Link, Yunnan Dongyuan and Chongqing Dayuan are qualified for small and low-profit enterprises with an income tax rate of 5% for the years ended March 31, 2023 and 2022.

tax expenses (benefits)

taxes expenses (benefits) consisted of the following:

the years ended March 31,

following table reconciles the PRC statutory rate to the Company's effective tax rates:

the years ended March 31,

The PRC statutory tax rate

Effect of the PRC preferential tax rates

Non-deductible expenses

Effect of changes in

expenses have a negative impact on effective tax rate when the Company has a consolidated loss before income taxes, and a positive impact on effective tax rate when the Company has a consolidated income before income taxes.

components of deferred tax assets were as follows:

Deferred tax assets derived from

Net operating losses ("NOLs")

Less: valuation allowance

on NOL of Chongqing Dayuan

Deferred tax assets,

Company has provided full allowance on deferred tax assets of Chongqing Dayuan because management considers there will not be sufficient taxable income for Chongqing Dayuan to utilize its deferred tax assets in the foreseeable future.

16 - Commitments and contingencies

Company entered into operating leases to lease warehouse buildings and office spaces for operations and business development. Our commitments for minimum lease payments under these operating leases as of March 31, 2023 are disclosed in Note 6.

the ordinary course of business, the Company may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable. In the opinion of management, there were no pending or threatened claims and litigation as of March 31, 2023 and 2022 and through the report date of these consolidated financial statements.

17 -Earnings (loss) per share ("EPS")

basic earnings (loss) per share is calculated as the net income (loss) for the year attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares of the Company in issue during the year.

and 204 more changes in the filing

Financial statements 7 changes

2 unchanged paragraphs

Statements of Operations and Comprehensive Income (Loss) for the Years Ended March 31, 2023 and 2022 Consolidated Statements of Changes in Shareholders' Equity for the Years Ended March 31, 2023 and 2022 Consolidated Statements of Cash Flows for the Years Ended March 31, 2023 and 2022 to Consolidated Financial Statements F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Eastern International Ltd. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Eastern International Ltd. and its subsidiaries (collectively, the "Company") as of March 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive income (loss), changes in shareholders' equity, and cash flows for each of the years in the two-year period ended March 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2023, in conformity with accounting principles generally accepted in the United States of for Opinion financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. America.

As discussed in Note 17 - Revision, the Company

has revised its consolidated financial statements to reflect appropriate revenues recognition from transportations services for years ended March 31, 2023 and 2022. The revisions were resulted in recognition of contract assets and reclassification of accounts receivable as of December 31, 2023 and 2022 and no adjustments on the net income (loss) for the years ended March 31,2023 and 2022 due to rolling effects.

financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

4 unchanged paragraphs

in U.S. dollars, except for share and per share data, or otherwise noted) As of March 31, 2023 2022 ASSETS Current Assets Cash $ 963,096 $ 1,496,134 Notes receivable 693,012 1,264,880 Accounts receivable - third parties 10,226,024 7,671,858 (as revised, see Note 17) 9,973,902 7,252,150 - related parties 817,833 886,849 Contract assets (as revised, see Note 17) 12,234 159,828 Advances to suppliers 545,103 520,088 Short-term investment - 949,787 Amounts due from related parties 22,570 Other current assets 918,287 1,136,998 Total current assets 14,185,925 13,927,383 13,946,037 13,667,503 Non-current assets Property and equipment, net 343,489 909,693 Operating lease right of use assets, net 4,526,300 5,102,419 Deferred offering costs 63,591 - Deferred tax assets 32,437 159,623 Other non-current assets 598,635 601,869 Total non-current assets 5,564,452 6,773,604 Total Assets $ 19,750,377 19,510,489 $ 20,700,987 20,441,107 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Bank and other borrowings, current $ 436,834 $ 1,031,923 Accounts payable - third parties 3,688,947 3,193,246 - related parties 62,302 33,595 Contract liabilities 219,701 318,806 Amounts due to related parties 166,306 758,127 Operating lease liabilities, current 1,178,582 983,485 Income taxes payable 241,242 152,195 Other current liabilities 484,102 798,725 Total current liabilities 6,478,016 7,270,102 Non-current Liabilities Bank and other borrowings, non-current 145,611 - Operating lease liabilities, non-current 3,347,718 4,118,934 Total non-current liabilities 3,493,329 4,118,934 Total Liabilities 9,971,345 11,389,036 Commitments and Contingencies Shareholders' Equity Preferred shares, par value $0.0001 each, 50,000,000 shares authorized, 1,000,000 issued and outstanding as of March 31, 2023 and 2022* Ordinary Shares, par value $0.0001 each, 450,000,000 shares authorized, 10,000,000 issued and outstanding as of March 31, 2023 and 2022* 1,000 1,000 Additional paid-in capital 7,196,943 7,199,664 Statutory reserves 610,984 540,910 Retained earnings 2,116,522 997,672 (as revised, see Note 17) 1,872,121 753,271 Accumulated other comprehensive (loss) income (146,517 (as revised, see Note 17) (142,004 ) 572,605 557,126 Total Shareholders' Equity 9,779,032 9,311,951 9,539,144 9,052,071 Total Liabilities and Shareholders' Equity $ 19,750,377 19,510,489 $ 20,700,987 20,441,107 *Retrospectively restated for effect of share reorganization (see Note 1).

3 unchanged paragraphs

in U.S. dollars, except for share and per share data, or otherwise noted) For the years ended March 31, 2023 2022 Revenues - third parties $ 22,947,133 $ 24,748,719 - related parties 1,214,521 1,750,667 Total revenues 24,161,654 26,499,386 Cost of Revenues - third parties (20,598,539 ) (24,348,171 ) - related parties (82,414 ) (230,765 ) Total cost of revenues (20,680,953 ) (24,578,936 ) Gross Profit 3,480,701 1,920,450 Operating Expenses Selling expenses (469,723 ) (956,537 ) General and administrative expenses (2,216,136 ) (2,136,019 ) Total operating expenses (2,685,859 ) (3,092,556 ) Income (Loss) from Operations 794,842 (1,172,106 ) Other Income (Expenses) Interest income 5,276 3,570 Interest expenses (22,127 ) (129,609 ) Foreign currency transaction gain (loss) 55,219 (6,954 ) Gain (loss) on disposal of property and equipment 161,663 (3,100 ) Government subsidy subsidies 248,399 - Insurance indemnity 251,597 257,934 Gain on fair value change of short-term investment 2,956 6,320 Other income (expenses), net 22,786 (15,494 ) Total other income, net 725,769 112,667 Income (Loss) Before Income Taxes 1,520,611 (1,059,439 ) Income tax (expenses) benefits (331,687 ) 123,663 Net Income (Loss) 1,188,924 (935,776 ) Other Comprehensive Income (Loss) Foreign currency translation adjustment (719,122 (as revised, see Note 17) (699,130 ) 322,347 313,919 Comprehensive Income (Loss) $ 469,802 489,794 $ (613,429 (621,857 ) Earnings (Loss) Per Share* -Basic $ 0.12 $ (0.09 ) -Diluted $ 0.11 $ (0.09 ) Weighted Average Shares Outstanding* -Basic 10,000,000 10,000,000 -Diluted 11,000,000 10,000,000 *Retrospectively restated for effect of share reorganization (see Note 1).

4 unchanged paragraphs

in U.S. dollars, except for share and per share data, or otherwise noted) Ordinary Shares* Preferred Shares* Additional paid-in Treasury Statutory Retained Accumulated other comprehensive No. of Shares Amount No. of Shares Amount Additional paid-in capital Treasury shares Statutory reserves Earnings (as revised, see Note 17) income (loss) (as revised, see Note 17) Total Balance as of April 1, 2021 10,000,000 $ 1,000 1,000,000 $ 100 $ 7,216,078 $ (122,585 ) $ 443,338 $ 2,154,986 1,910,585 $ 250,258 243,207 $ 9,943,175 9,691,723 Treasury shares granted to employees recognized as restricted shares of a subsidiary (22,304 ) 122,585 - - - 100,281 Amortization of restricted shares of a subsidiary - - - - 5,890 - - - - 5,890 Net loss for the year - - - - - - - (935,776 ) - (935,776 ) Cash dividends paid - - - - - - - (123,966 ) - (123,966 ) Appropriation to statutory reserves - - - - - - 97,572 (97,572 ) - - Foreign currency translation gain - - - - - - - - 322,347 322,347 313,919 313,919 Balance as of March 31, 2022 10,000,000 $ 1,000 1,000,000 $ 100 $ 7,199,664 $ - $ 540,910 $ 997,672 753,271 $ 572,605 557,126 $ 9,311,951 9,052,071 Repurchase of shares of a subsidiary - - - - (9,341 ) - - - - (9,341 ) Amortization of restricted shares of a subsidiary - - - - 6,620 - - - - 6,620 Net income for the year - - - - - - - 1,188,924 - 1,188,924 Appropriation to statutory reserves - - - - - - 70,074 (70,074 ) - - Foreign currency translation loss - - - - - - - - (719,122 (699,130 ) (719,122 (699,130 ) Balance as of March 31, 2023 10,000,000 $ 1,000 1,000,000 $ 100 $ 7,196,943 $ - $ 610,984 $ 2,116,522 1,872,121 $ (146,517 (142,004 ) $ 9,779,032 9,539,144 *Retrospectively restated for effect of share reorganization (see Note 1).

31 unchanged paragraphs

Business 13 changes

82 unchanged paragraphs

Company's short-term investment is recorded at its fair market value, which is the quoted redeemable price of the a portfolio of investment products as confirmed by the bank. Unless otherwise disclosed, the fair value of the Company's other financial instruments including cash, notes receivable, accounts receivable, advances to suppliers, amounts due from (to) related parties, other assets, bank and other borrowings, accounts payable, contract liabilities and other current liabilities are approximated to their recorded values due to their short-term maturities.

10 unchanged paragraphs

Company recognizes revenue from provision of transportation services at point in time when services are completed, i.e. when the products were unloaded at the destination requested by customers, which is evidenced by the customer's signed/stamped acknowledgment of receipt of products, as the customer is deemed to receive the benefit from our service when the transportation has been completed.

applying ASC 606-10-25-27, the Company recognizes revenue from transportation services over a period of time, because the customer simultaneously receives and consumes the benefit of our service as the items are transported from one location to another. That is, if the Company is unable to complete delivery to the final location, another entity would not need to reperform the transportation service already performed.

The entire transportation process generally takes 2 to 15 days, and the Company uses time-based method to measure progress toward completion, as it best depicts the value of service transferred to the customer.

1 unchanged paragraph

cases, we might subcontract certain transportation jobs to third party suppliers due to the limitation of our transportation team and our fleet. In accordance with ASC 606, we evaluate whether it is appropriate to record the gross amount of the contract price and related costs or the net amount earned as commissions. We conclude that we act as a principal in such cases because (i) we are primarily responsible for the promised services in the contract, which means we will be held accountable for the customer's entire loss if the transportation could not be completed as expected and agreed; (ii) we have sole discretion in establishing the contract price that the customer pays to us, despite how much we pay to the subcontractor, who was separately engaged and the choice of party of subcontractor is on our decision; (iii) we are subject to capital risk that we need to pay our subcontractor with agreed terms even if the customer hasn't paid to us or is in default; and (iv) the subcontractors do not perform any value-added services but merely follow our instructions for the delivery. As a result, we recognize revenue on the gross basis.

2 unchanged paragraphs

the Company can only have the unconditional right to payment when the transportation has been completed, the Company has no contract assets other than accounts receivable.

assets include billed and unbilled amounts resulting from in-transit transportations, as the Company can only have the unconditional right to payment once a transportation has been completed. As of March 31, 2023 and 2022, the Company recognized contract assets of $12,234 and $159,828, respectively.

5 unchanged paragraphs

income (expenses) mainly included interest income, interest expenses, foreign currency transaction gain or loss, gain (loss) on disposal of property and equipment, government subsidy, subsidies, insurance indemnity and fair value change on short-term investment.

Income from government subsidies amounted to

$248,399 and $nil for the years ended March 31, 2023 and 2022. In the year ended March 31, 2023, the Company received subsidies from local government of Pu'Er City, Yunnan province to reimburse the Company's railway costs incurred in transporting the city's local produces, including timber, coffee beans, tea and sugar. Such subsidies were unconditional, non-recurring and discretional. The Company recognizes the government subsidy as other income when it has been received.

30 unchanged paragraphs

the Company's reporting currency is US$, substantially all of the Company's revenues and cost of revenues and expenses are denominated in RMB. Substantially all of our assets and liabilities are denominated in RMB. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and RMB. If RMB depreciates against US$, the value of the Company's RMB revenues, net income and assets as expressed in its US$ financial statements will decline. Assets and liabilities are translated at exchange rates at the balance sheet dates while revenues and expenses are translated at the average exchange rates and equity is translated at historical exchange rates. Any resulting translation adjustments are not included in determining net income but are included in determining other comprehensive income (loss), a component of equity. As of March 31, 2023, the Company's accumulated other comprehensive loss was $146,517. $142,004. The Company has not entered into any hedging transactions in an effort to reduce its exposure to foreign exchange risk.

26 unchanged paragraphs

balance represented petty cash advanced to employees for the expenses to be incurred during their involvement in the transportation services processes.

balance represented petty cash advanced to employees in charge of each transportation deal for the expenses to be incurred during the transportation services processes when transporting oversized cargo (such as wind turbines) to remote rural areas, usually, there will be complicated road conditions, and we generally advance decent amount of petty cash to employees in charge for these projects in order to cover spontaneous fees such as to widen country roads, dismantle obstacles, set up temporary bridges, etc. in order to complete the transportation process. Such fees will be reimbursed by the customer to the employees in charge directly after the completion of the delivery, and the employee will return the advances to the Company after receiving the reimbursement from the customer. The outstanding balance as of March 31, 2023 was fully reimbursed by client and repaid from employees before November 2023.

6 unchanged paragraphs

Exhibits 1 change

4 unchanged paragraphs

of Ogier as to the legality of the Ordinary Shares being registered and certain Cayman Islands tax matters* of Zhonglun Law Firm regarding PRC legal matters* 10.1 Employment Agreement by and between [ ] and the Company dated [ ] * 10.2 Employment Agreement by and between [ ] and the Company dated [ ] * 10.3 Form of Indemnification Agreement by between the Company and its directors and executive officers* of subsidiaries of the Registrant* of [ ] * of Ogier (included in Exhibit 5.1)* of Zhonglun Law Firm (included in Exhibit 8.1)* of [ ] CEVSN Information Consulting Co., Ltd. * of Attorney (included on the signature page of this Registration Statement) 99.1 Code of Business Conduct and Ethics* Filing Fee Table* * To be filed by amendment ** Filed herewith (b) Financial Statement Schedules Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or the notes thereto.

27 unchanged paragraphs