Eastern International: securities offering (amended)

Cover page 2 changes

filed with the U.S. Securities and Exchange Commission On October 1, December 31, 2024

83 unchanged paragraphs

Underwriter expect to deliver the Ordinary Shares against payment as set forth under "Underwriting," on or about ●, date of this prospectus is ●, 2024 2025

Prospectus summary 3 changes

10 unchanged paragraphs

total revenues increased approximately by $ 1.1 million, or

5.5%, from approximately $20.2 million for the six months ended September 30, 2023 to approximately $21.3 million for the six months ended September 30, 2024. Our net income increased by $20,020, or 3.8%, from net income approximately $520,000 for the six months ended September 30, 2023 to net income approximately $540,000 for the six months ended September 30, 2024. Our total revenues increased approximately by $16.3 million, or 67.4%, from approximately $24.2 million for the year ended March 31, 2023 to approximately $40.5 million for the year ended March 31, 2024. Our net income decreased by approximately $0.1 million, or 8.9%, from net income approximately $1.2 million for the year ended March 31, 2023 to net income approximately $1.1 million for the year ended March 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, which are Business licenses, Customs Registration Certificate, Bank Account Open Permits, and Permits for Road Transportation of general goods and large sized items/cargo. 31, 2024.

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, which are Business licenses, Customs Registration Certificate, Bank Account Open Permits, and Permits for Road Transportation of general goods and large sized items/cargo.

79 unchanged paragraphs

Risk factors 7 changes

9 unchanged paragraphs

derive a large portion of our revenues from a few major customers. For the six months ended September 30, 2024, one customer accounted for approximately 18% of the Company's total revenues. For the six months ended September 30, 2023, three customers accounted for approximately 17%, 11% and 10% of the Company's total revenues, respectively. For the year ended March 31, 2024, two customers accounted for approximately 35% and 23% of the Company's total revenues, respectively. For the year ended on March 31, 2023, two major customers accounted for approximately 23% and 15% of the Company's total revenue, respectively. There are inherent risks whenever a large percentage of the total revenue is concentrated with one customer. It is not possible for us to predict the future level of demand for our services that will be generated by such customer or the future demand for our services by such customer. If such customer experience declining or delayed demands due to market, economic or competitive conditions, we could be pressured to reduce our prices or they could decrease the purchase quantity of our services, which could have an adverse effect on our margins and financial position, and could negatively affect our revenues and results of operations. If our largest customer terminates the purchase of our services, such termination would materially negatively affect our revenues, results of operations and financial condition.

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purchase a significant portion of our supplies from a few major suppliers. For the year ended March 31, 2024, one supplier accounted for approximately 32% of the total purchases. For the year ended March 31, 2023, one major supplier accounted for approximately 32% of our total purchases.

purchase a significant portion of our supplies from a few major suppliers. For the six months ended September 30, 2024, two suppliers accounted for approximately 25% and 20% of the Company's total purchases, respectively. For the six months ended September 30, 2023, five suppliers accounted for approximately 20%, 14%, 14%, 12% and 11% of the Company's total purchases, respectively.

For the year ended March 31, 2024, one supplier accounted for approximately 32% of the total purchases. For the year ended March 31, 2023, one major supplier accounted for approximately 32% of our total purchases. If any of these suppliers increase the price for raw materials, we could be pressured to increase our prices or reduce our profit margin, which could cause us to lose customers and negatively affect our revenues and profit margin.

31 unchanged paragraphs

We had incurred net profit of $540,122 and $520,102 in the six months ended September 30, 2024 and 2023, respectively. We had incurred net profit of $1,083,700 and $1,188,924 in the fiscal years of March 31, 2024 and 2023, respectively. We cannot assure you that we will be able to generate net income or will have retained earnings in the future. The fiscal years as of March 31, 2024 and 2023 was dominated by responses to the COVID-19 outbreaks and control measures taken by local government to prevent the spread of COVID-19. We will continue to grow our business, attract customers and partners and further enhance and develop our products and services. Our efforts in new products and business development may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. As a result of the foregoing and other factors, we may incur net losses in the future and may not be able to maintain profitability.

223 unchanged paragraphs

you purchase Ordinary Shares in this offering, you will pay more for your Ordinary Shares than the amount paid by existing shareholders for their Ordinary Shares on a per Ordinary Share basis. As a result, you will experience immediate and substantial dilution of $3.28 $3.24 per Ordinary Share, representing the difference between (i) our as adjusted net tangible book value per Ordinary Share of $1.22 $1.26 as of March 31, September 30, 2024, after giving effect to this offering, and (ii) the assumed initial public offering price per share of $4.50 per Ordinary Share, the mid-point of the estimated range of the initial public offering price shown on the front cover of this prospectus. See "Dilution" for a more complete description of how the value of your investment in our Ordinary Shares will be diluted upon the completion of this offering.

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completion of this offering, we will become a public company in the United States subject to Section 404 of the Sarbanes-Oxley Act of 2002 which requires that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending March 31, 2025. 2026. In addition, once we cease to be an "emerging growth company" as such term is defined under the JOBS Act, and if the value of our non-affiliated float of our common stock exceeds certain amounts, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation, testing and any required remediation.

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Capitalization 2 changes

following tables set forth our capitalization as of March 31, September 30, 2024:

2 unchanged paragraphs

par shares, US$0.0001, 50,000,000 preferred shares authorized and 1,000,000 preferred shares issued and outstanding value $0.0001 per share, 450,000,000 shares authorized, 10,417,000 shares issued and outstanding on an actual basis*, 12,017,000 shares issued and outstanding on an adjusted basis (assuming 1,600,000 shares to be issued in this offering without over-allotment) $ 1,042 $ 1,202 Preferred shares, US$0.0001, 50,000,000 preferred shares authorized and 1,000,000 preferred shares issued and outstanding Additional paid-in capital 8,038,988 13,383,522 8,040,388 13,384,922 Statutory reserves 675,027 675,027 809,689 809,689 Retained earnings 1,652,840 1,652,840 2,058,300 2,058,300 Accumulated other comprehensive loss (617,898 (355,235 ) (617,898 (355,235 ) Total Stockholders' Equity 9,750,099 15,094,793 10,554,284 15,898,978 Total

Dilution 131 changes

to New Investors if the Offering Amount is Sold with Full Exercise of the Over-allotment Option giving effect to our sale of 1,840,000 Ordinary Shares offered in this offering based on the assumed initial public offering price of $4.50 per Ordinary Share, the mid-point of the estimated range of the initial public offering price shown on the front cover of this prospectus, after deduction of the underwriting discounts, and the estimated offering expenses payable by us, our as adjusted net tangible book value as of March 31, September 30, 2024, would have been $15,622,992, $16,078,148, or $1.27 $1.31 per outstanding Ordinary Share. This represents an immediate increase in net tangible book value of $0.38 per Ordinary Share to the existing shareholders, and an immediate dilution in net tangible book value of $3.23 $3.19 per Ordinary Share to investors purchasing Ordinary Shares in this offering. The as adjusted information discussed above is illustrative only.

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Net tangible book value per Ordinary Share as of March 31, 2024 September 30, book value per Ordinary Share attributable to payments by new investors book value per Ordinary Share immediately after this offering net tangible book value per Ordinary Share to new investors in the offering $ 3.23 3.19 A $1.00 increase (decrease) in the assumed public offering price of $0.14 per Ordinary Share would increase (decrease) our pro forma as adjusted net tangible book value after giving effect to this offering by $1,688,200, the pro forma as adjusted net tangible book value per Ordinary Share after giving effect to this offering by $1.41 $1.45 per Ordinary Share, and the dilution in pro forma as adjusted net tangible book value per Ordinary Share to new investors in this offering by Ordinary Shares $4.09 $4.05 per Ordinary Share, assuming no change to the number of Ordinary Shares offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts, and estimated offering expenses.

following table sets forth, on an as adjusted basis as of March 31, September 30, 2024, the differences between existing shareholders and the new investors with respect to the number of Ordinary Shares purchased from us, the total consideration paid and the average price per Ordinary Share paid before deducting the underwriting discounts, and estimated offering expenses.

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of August 15, 2024, the exchange rate was RMB 1 to $0.1398.

exchange rates in effect as of September 30, 2024, March 31, 2024 and March 31, 2023 were RMB1 for $0.1425, $0.1385 and $0.1456, respectively. The average exchange rates for the six months ended September 30, 2024 and 2023 were RMB1 for $0.1388 and $0.1403, respectively. The average exchange rates for the years ended March 31, 2024 and 2023 were RMB1 for $0.1395 and $0.1460, respectively. of December 15, 2024, the exchange rate was RMB 1 to $0.1374.

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Wong & Co, our counsel as to the laws of Hong Kong,

Lawyers, our counsel as to the laws of Hong Kong, has advised us that there is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

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the Six Months Ended September 30, 2024 and 2023

following table summarizes the results of our operations for the six months ended September 30, 2024 and 2023, respectively, and provides information regarding the dollar and percentage increase during such periods.

For the Six Months Ended September

General and administrative expenses

Total operating expenses

Income from operations

Foreign exchange transaction (loss) gain

Government subsidies

Other (expenses) income, net

Income before income taxes

generated our revenue primarily from providing (i) transportation services and (ii) warehouse storage services to our customers. Total revenues for the six months ended September 30, 2024 increased by $1,100,106, or 5.5%, to $21,272,130 from $20,172,024 for the six months ended September 30, 2023. This increase was primarily contributed by the growth in both transportation services and warehouse subleasing services business.

For the Six Months Ended September

transportation services

warehouse subleasing services

transportation services are composed of project logistic (including cross border logistic) and general logistic. Project logistic aims to ship oversized cargo, and the entire transport process is more complicated with more uncertainties when compared to general logistic.

revenues from transportation services increased by $467,957 or 2.5% from $18,538,625 for the six months ended September 30, 2023 to $19,006,582 for the six months ended September 30, 2024, which was contributed by the increase in the number of orders we completed for general logistic as a result of our business growth. For the six months ended September 30, 2024, we completed 16,295 orders for general logistics, comparing to 15,273 orders for the same period of 2023. As a result, revenues from general logistic increased by approximately $1.3 million from $6.7 million for the six months ended September 30, 2023 to $8.0 million for the six months ended September 30, 2024. However, this was partially offset by approximately $0.8 million decreases in revenues from project logistic. Because of changes in customers' demands, few orders for project logistic took a longer time to complete during the six months ended September 30, 2024.

revenues from warehouse subleasing services increased by $632,149 or 38.7% from $1,633,399 for the six months ended September 30, 2023 to $2,265,548 for the six months ended September 30, 2024. For the six months ended September 30, 2024, as our general logistic orders increased, we received more demands to provide these customers with supporting warehouse services.

cost of revenues for transportation services mainly consisted of outsourced shipping services, fuel, salaries paid to drivers, depreciation, fleet maintenance, tolls and customs fees. Cost of revenues for warehouse storage services mainly consisted of lease expenses of warehouse buildings, utilities, maintenance, fuel and warehouse handling fees. The following table sets forth the breakdown of our cost of revenues by category for the six months ended September 30, 2024 and 2023, respectively.

For the Six Months Ended September

Cost of revenues for

transportation services

warehouse subleasing services

Total cost of revenues

of revenues increased by $304,451 or 1.7% from $17,941,349 for the six months ended September 30, 2023 to $18,245,800 for the six months ended September 30, 2024. Overall, the change is in line with increase of revenues.

cost of transportation services slightly decreased by $281,041 or 1.7% from $16,514,720 for the six months ended September 30, 2023 to $16,233,679 for the six months ended September 30, 2024. The decrease was primarily attributable to the depreciation of RMB against U.S. dollar. The average exchange rates for the six months ended September 30, 2024 and 2023 were RMB1 to $0.1388 and RMB1 to $0.1403, respectively, representing a decrease of 1.1%.

cost of warehouse storage services increased by $585,492 or 41.0% from $1,426,629 for the six months ended September 30, 2023 to $2,012,121 for the six months ended September 30, 2024, which was mainly due to the increase in warehouse handling fees.

following table sets forth the breakdown of our gross profit and gross margin by category for the six months ended September 30, 2024 and 2023, respectively.

For the Six Months Ended September

transportation services

warehouse subleasing services

gross profit increased by $795,655 from $2,230,675 for the six months ended September 30, 2023 to $3,026,330 for the six months ended September 30, 2024. Our gross margin increased by 3.1 percentage points from 11.1% for the six months ended September 30, 2023 to 14.2% for the six months ended September 30, 2024.

profit for transportation services was $2,772,903 for the six months ended September 30, 2024, which increased by $748,998 as compared to the six months ended September 30, 2023, which was mainly driven by the increase in revenues. Gross margin was 14.6% for the six months ended September 30, 2024, which increased by 3.7 percentage points as compared to the six months ended September 30, 2023. The increase in gross margin was mainly attributable to our effective cost control. In 2024, we optimized our procedures for price inquires and comparison, which enabled us to match suitable subcontractors for each order based on its characteristics, thus we achieved a lower average cost per order for our transportation services.

profit for warehouse storage services was $253,427 for the six months ended September 30, 2024, which increased by $46,657 as compared to the six months ended September 30, 2023, which was mainly driven by the increase in revenues. However, our gross margin decreased by 1.5 percentage points from 12.7% for the six months ended September 30, 2023 to 11.2% for the six months ended September 30, 2024, which decrease was mainly because some of our customers have signed both transportation service and warehouse sublease service contracts with us at the same time, we offered them a favorable price for warehouse subleasing services.

following table sets forth the breakdown of our operating expenses for the six months ended September 30, 2024 and 2023:

For the Six Months Ended September

As a percentage of revenue

As a percentage of revenue

General and administrative expenses

Total operating expenses

selling expense slightly increased by $4,101 or 1.2% from $347,165 for the six months ended September 30, 2023 to $351,266 for the six months ended September 30, 2024. As a percentage of revenues, our selling expenses accounted for 1.7% and 1.7% of our total revenues for the six months ended September 30, 2024 and 2023, respectively. The increase was immaterial.

and administrative expenses

general and administrative expenses increased by $438,817 or 32.6% from $1,346,610 for the six months ended September 30, 2023 to $1,785,427 for the six months ended September 30, 2024. As a percentage of revenues, general and administrative expenses accounted for 8.4% and 6.7% of revenues for the six months ended September 30, 2024 and 2023, respectively. The increase in our general and administrative expenses was primarily increased by approximately $403,000 increase in professional service fees paid for the intended initial public offering, such as audit fee and consulting fee.

expenses increased significantly by $40,463 or 165.6% from $24,438 for the six months ended September 30, 2023 to $64,901 for the six months ended September 30, 2024. As our business grows, our PRC operating subsidiaries have made more bank and other borrowings from financial institutions in the PRC during the six months ended September 30, 2024 for working capital use. These borrowings had terms ranging from one to two years, and interest rates ranging from 3.40% to 11.09% per annum.

each of transportation, we entered separate arrangements with insurance companies for insuring any damages/losses during the course of transportation, in which damages/losses bore by the Company will be covered by the insurance companies. Our insurance indemnity received from insurance companies has increased by $41,550 or 41.2% from $100,950 for the six months ended September 30, 2023 to $142,500 for the six months ended September 30, 2024.

income tax expenses were $419,601 and $139,577 for the six months ended September 30, 2024 and 2023, respectively. The increase in tax provision was mainly attributable to increase in income before income taxes comparing to prior period. We were subject to income taxes on 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 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 activities. 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 six months ended September 30, 2024 and 2023 as it had no operating activities during these years.

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 the Circular on the Implementation of the Positive Policy on Inclusive Tax Relief for Small and Micro Enterprises ( Cai Shui (2019) No. 13), as enacted by Ministry of Finance and State Taxation Administration of the PRC, an enterprise is recognized as a small-scale and low-profit enterprise if all of the followings are met (i) its taxable income does not exceed 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. This policy was originally effective since January 1, 2019 until December 31, 2021. Subsequently, Ministry of Finance and State Taxation Administration of the PRC have made supplements to this policy on March 14, 2022, March 26, 2023 and August 6, 2023, respectively, which have stated that since January 1, 2022, if an entity is identified as a small-scale and low-profit enterprise based on the above rules, it is entitled to a preferential tax rate of 5% on its taxable income, and such tax relief has been extended to December 31, 2027 at the same time. As a result, for the six months ended September 30, 2023, 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%; and for the six months ended September 30, 2024, Wuxi TC-Link, Yunnan Dongyuan and Chongqing Dayuan are qualified for small and low-profit enterprises with an income tax rate of 5%.

effective income tax rate was 43.7% and 21.2% for the six months ended September 30, 2024 and 2023, respectively. The increase in our effective income tax rate was primarily because our parent company, which is incorporated in the Cayman Islands, incurred substantive expenses in the six months ended September 30, 2024 on professional service fees for the intended initial public offering, which were not deductible since our revenues were derived in the PRC.

a result of the foregoing, we reported a net income of $540,122 and $520,102 for the six months ended September 30, 2024 and 2023, respectively.

2 unchanged paragraphs

For the Years Ended March 31,

General and administrative expenses

Total operating expenses

Income from operations

Foreign exchange transaction gain

Gain on disposal of property and equipment

Government subsidies

Income before income taxes

1 unchanged paragraph

For the Years Ended March 31,

transportation services

warehouse subleasing services

3 unchanged paragraphs

For the Years Ended March 31,

Cost of revenues for

transportation services

warehouse subleasing services

Total cost of revenues

4 unchanged paragraphs

For the Years Ended March 31,

transportation services

warehouse subleasing services

1 unchanged paragraph

However, our gross margin decreased by 2% from 14.4% for the year ended March 31, 2023 to 12.4% for the year ended profit for transportation services was $4,581,483 for the year ended March 31, 2024. which increased by $2,066,180 as compared to fiscal year 2023, which was mainly driven by the increase in revenues. Gross margin was 12.2% for the year ended March 31, 2024, which generally remained in line with that of 11.9% for fiscal year 2023.

profit for transportation services was $4,581,483 for the year ended March 31, 2024, which increased by $2,066,180 as compared to fiscal year 2023, which was mainly driven by the increase in revenues. Gross margin was 12.2% for the year ended March 31, 2024, which generally remained in line with that of 11.9% for fiscal year 2023.

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17 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

5 unchanged paragraphs

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32 unchanged paragraphs

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and 51 more changes in the filing

Properties 2 changes

1 unchanged paragraph

the years ended March 31, 2024, 2023 and 2022, the Company's PRC operating subsidiaries have entered into operating leases to rent warehouse buildings and office spaces from certain related parties, please refer to Note 6 for details. Lease expenses incurred for operating leases with related parties were:

33 unchanged paragraphs

are no outstanding warrants to purchase any of our securities. We have agreed to issue to the Underwriter (defined below), on the closing date of this offering, warrants exercisable at a price equal to 120% of the public offering price of the ordinary shares offered hereby, to purchase 4% of the aggregate number of ordinary shares sold in this offering. See "Underwriter's Warrant" on page 119 129 for more information about these warrants.

125 unchanged paragraphs

Financial statements 3 changes

of Independent Registered Public Accounting Firm (PCAOB ID: 1171)

Consolidated Balance Sheets as of March 31, 2024 and 2023

Report of Independent Registered Public Accounting Firm (PCAOB ID: 1171) F-2 Condensed Interim Consolidated Balance Sheets - September 30, 2024 (Unaudited) and March 31, 2024 Unaudited Interim Condensed Consolidated Statements of Income and Comprehensive Income (loss) for the Six months Ended September 30, 2024 and 2023 (Unaudited) Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders' Equity for the Six months Ended September 30, 2024 and 2023 (Unaudited) Unaudited Interim Condensed Consolidated Statements of Cash Flows for the Six months Ended September 30, 2024 and 2023 (Unaudited) Notes to the Unaudited Interim Condensed Consolidated Financial Statements (Unaudited) Report of Independent Registered Public Accounting Firm (PCAOB ID: 1171) Consolidated Balance Sheets as of March 31, 2024 and 2023 Consolidated Statements of Income and Comprehensive Income for the Years Ended March 31, 2024 and 2023 Consolidated Statements of Changes in Shareholders' Equity for the Years Ended March 31, 2024 and 2023 Consolidated Statements of Cash Flows for the Years Ended March 31, 2024 and 2023

Notes to the financial statements 83 changes

1 unchanged paragraph

on the Financial Statements

As discussed in Note 18 - Revision, the

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

conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

INTERNATIONAL LTD. AND ITS SUBSIDIARIES

in U.S. dollars, except for share and per share data, or otherwise noted) As of March 31, 2024 2023 ASSETS Current Assets Cash $ 2,170,459 $ 963,096 Notes receivable 1,606,260 693,012 Accounts receivable - third parties (as revised for 2023, see Note 18) 12,409,525 9,973,902 - related parties 404,860 817,833 Contract assets (as revised for 2023, see Note 18) 147,334 12,234 Advances to suppliers 315,214 545,103 Amounts due from related parties 137,099 22,570 Other current assets 1,411,107 918,287 Total current assets 18,601,858 13,946,037 Non-current assets Property and equipment, net 174,008 343,489 Operating lease right of use assets, net 2,949,385 4,526,300 Deferred offering costs 462,701 63,591 Deferred tax assets 38,225 32,437 Other non-current assets 765,274 598,635 Total non-current assets 4,389,593 5,564,452 Total Assets $ 22,991,451 $ 19,510,489 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Bank and other borrowings, current $ 1,994,380 $ 436,834 Accounts payable - third parties 5,122,963 3,688,947 - related parties - 62,302 Contract liabilities 241,008 219,701 Amounts due to related parties 401,193 166,306 Operating lease liabilities, current 743,025 1,178,582 Income taxes payable 561,537 241,242 Dividend payable 1,077,445 - Other current liabilities 893,441 484,102 Total current liabilities 11,034,992 6,478,016 Non-current Liabilities Bank and other borrowings, non-current - 145,611 Operating lease liabilities, non-current 2,206,360 3,347,718 Total non-current liabilities 2,206,360 3,493,329 Total Liabilities 13,241,352 9,971,345 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, 2024 and 2023* Ordinary Shares, par value $0.0001 each, 450,000,000 shares authorized, 10,417,000 and 10,000,000 issued and outstanding as of March 31, 2024 and 2023*, respectively paid-in capital reserves earnings (as revised for 2023, see Note 18) 1,652,840 1,872,121 Accumulated other comprehensive loss (as revised for 2023, see Note 18) (617,898 ) (142,004 ) Total Shareholders' Equity 9,750,099 9,539,144 Total Liabilities and Shareholders' Equity $ 22,991,451 $ 19,510,489 *Retrospectively restated for effect of share reorganization (see Note 1).

accompanying notes are an integral part of these consolidated financial statements.

To: The Board of Directors and Shareholders of

of Eastern International Ltd.

of Review Interim Financial Statements

We have reviewed the accompanying

have audited the accompanying condensed consolidated balance sheets of Eastern International Ltd. and its subsidiaries (collectively, the "Company") as of March 31, September 30, 2024, and 2023, and the related consolidated statements of income and comprehensive income (loss), changes in shareholders' equity, and cash flows for each of the years in the two-year period six months ended March 31, September 30, 2024 and 2023, and the related notes (collectively referred to as the "interim financial statements"). In Based on our opinion, the financial statements present fairly, in all reviews, we are not aware of any material respects, modifications that should be made to the accompanying interim financial position of the Company as of March 31, 2024 and 2023, and the results of its operations and its cash flows statements for each of the years in the two-year period ended March 31, 2024, them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance

with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of March 31, 2024, and the related statements of income and comprehensive income, changes in shareholders' equity and cash flows for the year then ended (not presented herein); and in our report dated July 31, 2024, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of March 31, 2024, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived.

These interim financial statements

financial statements are the responsibility of the Company's management. We conducted our responsibility review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is to express substantially less in scope than an audit conducted in accordance with standards of the PCAOB, the objective of which is the expression of an opinion on regarding the Company's financial statements based on our audits. taken as a whole. Accordingly, we do not express such an opinion. 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.

Certified Public Accountants

We have served as the Company's auditor since 2023.

San Mateo, California

1 unchanged paragraph

STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

in U.S. dollars, except for share and per share data, or otherwise noted) For the years ended March 31, 2024 2023 Revenues - third parties $ 40,161,065 $ 22,947,133 - related parties 282,564 1,214,521 Total Revenues 40,443,629 24,161,654 Cost of Revenues - third parties (35,424,388 ) (20,598,539 ) - related parties (574 ) (82,414 ) Total Cost of Revenues (35,424,962 ) (20,680,953 ) Gross Profit 5,018,667 3,480,701 Operating Expenses Selling expenses (712,338 ) (469,723 ) General and administrative expenses (2,871,937 ) (2,216,136 ) Total operating expenses (3,584,275 ) (2,685,859 ) Income from Operations 1,434,392 794,842 Other Income (Expenses) Interest income 2,644 5,276 Interest expenses (97,552 ) (22,127 ) Foreign currency transaction gain 19,600 55,219 Gain on disposal of property and equipment 5,562 161,663 Government subsidy 27,202 248,399 Insurance indemnity 128,442 251,597 Other income, net 15,199 25,742 Total other income, net 101,097 725,769 Income Before Income Taxes 1,535,489 1,520,611 Income tax expenses (451,789 ) (331,687 ) Net Income 1,083,700 1,188,924 Other Comprehensive Loss Foreign currency translation adjustment (as revised for 2023, see Note 18) (475,894 ) (699,130 ) Comprehensive Income $ 607,806 $ 489,794 Earnings Per Share* -Basic $ 0.11 $ 0.12 -Diluted $ 0.10 $ 0.11 Weighted Average Shares Outstanding* -Basic 10,044,434 10,000,000 -Diluted 11,044,434 11,000,000 *Retrospectively restated for effect of share reorganization (see Note 1).

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

in U.S. dollars, except for share and per share data, or otherwise noted) As of September 30, March 31, 2024 2024 (Unaudited) (Audited) ASSETS Current Assets Cash $ 188,183 $ 2,170,459 Notes receivable 1,981,957 1,606,260 Accounts receivable, net - third parties 13,475,932 12,409,525 - a related party 529,450 404,860 Contract assets 75,024 147,334 Advances to suppliers 410,683 315,214 Amount due from a related party 141,059 137,099 Other current assets, net 2,027,339 1,411,107 Total current assets 18,829,627 18,601,858 Non-current assets Property and equipment, net 358,465 174,008 Operating lease right of use assets, net 2,827,453 2,949,385 Deferred offering costs 811,730 462,701 Deferred tax assets 54,967 38,225 Other non-current assets 1,434,900 765,274 Total non-current assets 5,487,515 4,389,593 Total Assets $ 24,317,142 $ 22,991,451 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Bank and other borrowings, current $ 2,066,233 $ 1,994,380 Accounts payable 4,445,178 5,122,963 Contract liabilities 318,456 241,008 Amounts due to related parties 624,277 401,193 Operating lease liabilities, current 664,996 743,025 Income taxes payable 774,387 561,537 Dividend payable 1,108,566 1,077,445 Other current liabilities 817,957 893,441 Total current liabilities 10,820,050 11,034,992 Non-current Liabilities Bank and other borrowings, non-current 780,351 - Operating lease liabilities, non-current 2,162,457 2,206,360 Total non-current liabilities 2,942,808 2,206,360 Total Liabilities 13,762,858 13,241,352 Commitments and Contingencies (see Note 16) Shareholders' Equity Preferred shares, par value $0.0001 each, 50,000,000 shares authorized, 1,000,000 issued and outstanding as of September 30, 2024 and March 31, 2024* Ordinary Shares, par value $0.0001 each, 450,000,000 shares authorized, 10,417,000 issued and outstanding as of September 30, 2024 and March 31, 2024* 1,042 1,042 Additional paid-in capital 8,040,388 8,038,988 Statutory reserves 809,689 675,027 Retained earnings 2,058,300 1,652,840 Accumulated other comprehensive loss (355,235 ) (617,898 ) Total Shareholders' Equity 10,554,284 9,750,099 Total Liabilities and Shareholders' Equity $ 24,317,142 $ 22,991,451 *Retrospectively restated for effect of share reorganization (see Note 1).

accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

1 unchanged paragraph

THE YEARS ENDED MARCH 31, 2024 AND 2023

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS) (Amounts in U.S. dollars, except for share and per share data, or otherwise noted) For the six months ended September 30, 2024 2023 Revenues - third parties $ 21,139,650 $ 19,999,979 - a related party 132,480 172,045 Total Revenues 21,272,130 20,172,024 Cost of Revenues (18,245,800 ) (17,941,349 ) Gross Profit 3,026,330 2,230,675 Operating Expenses Selling expenses (351,266 ) (347,165 ) General and administrative expenses (1,785,427 ) (1,346,610 ) Total operating expenses (2,136,693 ) (1,693,775 ) Income from Operations 889,637 536,900 Other Income (Expenses) Interest income Interest expenses (64,901 ) (24,438 ) Foreign currency transaction (loss) gain (3,327 ) 16,931 Insurance indemnity 142,500 100,950 Government subsidies 4,724 17,795 Other (expenses) income, net (9,419 ) 10,653 Total other income, net 70,086 122,779 Income Before Income Taxes 959,723 659,679 Income tax expenses (419,601 ) (139,577 ) Net Income 540,122 520,102 Other Comprehensive Income (Loss) Foreign currency translation adjustment 262,663 (572,218 ) Comprehensive Income (Loss) $ 802,785 $ (52,116 ) Earnings Per Share* -Basic $ 0.05 $ 0.05 -Diluted $ 0.05 $ 0.05 Weighted Average Shares Outstanding* -Basic 10,417,000 10,000,000 -Diluted 11,417,000 11,000,000 *Retrospectively restated for effect of share reorganization (see Note 1).

accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

EASTERN INTERNATIONAL LTD. AND ITS SUBSIDIARIES

INTERIM CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

in U.S. dollars, except for share and per share data, or otherwise noted) Ordinary Shares* Preferred Shares* Additional paid-in Statutory Retained earnings Accumulated other comprehensive income (loss) No. of Shares Amount No. of Shares Amount Additional paid-in capital Statutory reserves (as revised for 2023, see Note 18) (as revised for 2023, see Note 18) earnings loss Total Balance as of March 31, 2022 2023 (Audited) 10,000,000 $ 1,000 1,000,000 $ 100 $ 7,199,664 7,196,943 $ 540,910 610,984 $ 753,271 1,872,121 $ 557,126 (142,004 ) $ 9,052,071 Repurchase 9,539,144 Amortization of restricted shares of a subsidiary - - - - (9,341 3,979 - - - 3,979 Net income - (9,341 - Amortization of restricted shares of a subsidiary - - - - 6,620 520,102 - 520,102 Appropriation to statutory reserves - - 6,620 Net income for the year - - - 64,043 (64,043 ) - - 1,188,924 Cash dividends declared - 1,188,924 Appropriation to statutory reserves - - - - - 70,074 (70,074 (1,238,938 ) - (1,238,938 ) Foreign currency translation loss - - - - - - - (699,130 (572,218 ) (699,130 (572,218 ) Balance as of March 31, September 30, 2023 (Unaudited) 10,000,000 $ 1,000 1,000,000 $ 100 $ 7,196,943 7,200,922 $ 610,984 675,027 $ 1,872,121 1,089,242 $ (142,004 (714,222 ) $ 9,539,144 Contribution from shareholders 417,000 - - 833,958 - - 8,252,069 Balance as of March 31, 2024 (Audited) 10,417,000 $ 1,042 1,000,000 $ 100 $ 8,038,988 $ 675,027 $ 1,652,840 $ (617,898 ) 834,000 $ 9,750,099 Amortization of restricted shares of a subsidiary - - - - 8,087 1,400 - - - 8,087 1,400 Net income for the year - - - - - - 1,083,700 540,122 - 1,083,700 540,122 Appropriation to statutory reserves - - - - - 64,043 (64,043 ) - - Cash dividends declared - - - - - - (1,238,938 134,662 (134,662 ) - (1,238,938 - Foreign currency translation loss - - gain - - - - - (475,894 - (475,894 - 262,663 262,663 Balance as of March 31, September 30, 2024 (Unaudited) 10,417,000 $ 1,042 1,000,000 $ 100 $ 8,038,988 8,040,388 $ 675,027 809,689 $ 1,652,840 2,058,300 $ (617,898 (355,235 ) $ 9,750,099 10,554,284 *Retrospectively restated for effect of share reorganization (see Note 1).

accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

1 unchanged paragraph

for (Reversal of) expected credit losses

value change of short-term investment

tax expenses (benefits)

receivable - related parties

of short-term investment

of short-term investment

to property and equipment

cash provided by investing activities

from (repayments to) related parties

tax paid on the dividends declared

increase (decrease) in cash

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

in U.S. dollars, except for share and per share data, or otherwise noted) For the years six months ended March 31, September 30, 2024 2023 Cash flows from operating activities:

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

cash used in operating activities:

Provision for expected credit losses

Gain on disposal of property and equipment

Amortization of restricted shares of a subsidiary

Deferred tax benefits

Changes in operating assets and liabilities:

Accounts receivable - third parties

Accounts receivable - a related party

Advances to suppliers

Other current assets

Other non-current assets

Accounts payables - third parties

Accounts payables - related parties

Contract liabilities

Income taxes payable

Other current liabilities

Net cash used in operating activities

Cash flows from investing activities:

from disposal Purchase of property and equipment

Proceeds from disposal of property and equipment

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from bank and other borrowings

Repayments of bank and other borrowings

Due from related parties

Deferred offering costs

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash

Net (decrease) increase in cash

Cash, beginning of period

Supplemental disclosure information:

Cash paid for income tax

Cash paid for interest

1 unchanged paragraph

and 3 more changes in the filing

Business 398 changes

5 unchanged paragraphs

Eastern Worldwide Dongyuan Dadi International Logistics Co., Ltd. ("Yunnan Dongyuan") was incorporated in the PRC on November 5, 2018 as a wholly-owned subsidiary of Suzhou TC-Link. Yunnan Dongyuan is engaged in transportation business.

14 unchanged paragraphs

a series of Reorganization as discussed above, the Company, together with its wholly-owned subsidiaries, are effectively controlled by the same controlling shareholders before and after the Reorganization. In accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 805-50-25, the Reorganization has been accounted for as a recapitalization among entities under common control since the same shareholder controlled all these entities prior to and after the Reorganization. As such, the Reorganization is considered as a recapitalization of entities under common control. The Company has retroactively restated all ordinary shares and per share data for all the periods presented. The consolidation of the Company and its subsidiaries have been accounted for using a historical cost basis and presented assuming that the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying unaudited interim condensed consolidated financial statements. Results of operations for the periods presented comprise those of the previously separate entities combined from the beginning of the period to the end of the period, eliminating the effects of intra-entity transactions. Furthermore, ASC 805-50-45-5 indicates that the financial statements and financial information presented for prior years also shall be retrospectively adjusted to furnish comparative information.

1 unchanged paragraph

Principal Activities

Holding company (WFOE)

Transportation and warehouse subleasing services

and Warehouse subleasing services

Transportation and warehouse subleasing services

Transportation services

Transportation services

2 unchanged paragraphs

accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) and have been consistently applied. The unaudited interim condensed consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of the Company's management, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company's financial position as of September 30, 2024, and results of operations and cash flows for the six months ended September 30, 2024 and 2023. The audited consolidated balance sheet as of March 31, 2024 has been derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended March 31, 2024 and 2023, and related notes included in the Company's audited consolidated financial statements. The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. All significant inter-company balances and transactions between the Company and its subsidiaries are eliminated upon consolidation.

2 unchanged paragraphs

the unaudited interim condensed consolidated financial statements of the Company, transactions in currencies other than the functional currencies are measured and recorded in the functional currencies using the exchange rates in effect at the dates of the transactions. At the balance sheet dates, monetary assets and liabilities that are denominated in currencies other than the functional currencies are translated into the functional currencies using the exchange rates at the balance sheet dates. All gains and losses arising from foreign currency transactions are recorded in the consolidated statements of income and comprehensive income during the years in which they occur.

At the balance sheet dates, monetary assets and liabilities that are denominated in currencies other than the functional currencies are translated into the functional currencies using the exchange rates at the balance sheet dates. All gains and losses arising from foreign currency transactions are recorded in the consolidated statements of income and comprehensive income during the years in which they occur.

2 unchanged paragraphs

the years ended March 31,

adopted accounting pronouncements

June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). The new accounting standard introduced the current expected credit losses methodology ("CECL") for estimating allowances for credit losses. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized costs, including loans and trade receivables.

ASU 2016-13 is effective for the Company, as an Emerging Growth Company ("EGC"), for annual and interim reporting periods beginning after December 15, 2022. The Company adopted the standard on April 1, 2023 using the modified retrospective method for all financial assets in scope. The adoption of the standard did not have a material impact on our consolidated statements of income, or consolidated statements of cash flows.

For the six months ended September

Average rate - HKD:US$ exchange rate

Average rate - RMB:US$ exchange rate

Period-end spot rate - HKD:US$ exchange rate

Period-end spot rate - RMB:US$ exchange rate

preparing the unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the unaudited interim condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting year. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Significant items subject to such estimates and assumptions include, but are not limited to, the allowance for expected credit losses, impairment of long-lived assets, interest rate of lease and provision for income taxes. Actual results could differ from those estimates.

included cash on hand and cash held in banks. As of September 30, 2024 and March 31, 2024, and 2023, cash balance of $1,483,672 $156,446 and $957,230 $1,483,672 were maintained at banks in the PRC, which were not FDIC insured. As of September 30, 2024 and March 31, 2024, and 2023, cash balance of $680,708 $27,047 and $nil was $680,708 were maintained at banks in Hong Kong, which were also not FDIC insured. However, management believes that the Company is not exposed to any significant credit risk on its cash.

1 unchanged paragraph

Accordingly, these notes receivable are short-term in nature. As of September 30, 2024 and March 31, 2024, and 2023, the Company provided no allowance on notes receivable as they were all collected within 6 months of issuance dates.

1 unchanged paragraph

estimated credit losses charged are classified as "operating expenses" in the consolidated statements of income and comprehensive income (loss). In determining the amount of expected credit losses, the Company considers historical collectability based on past due status, age of the accounts receivable balances, credit quality of the customers based on ongoing credit evaluations, as well as reasonable and supportable forecasts of future losses. Accounts receivable are written off after all collection efforts have ceased. As of September 30, 2024 and March 31, 2024, and 2023, the allowance for expected credit losses for accounts receivable amounted to $94,046 and $3,887, respectively. For the years ended March 31, 2024 and 2023, the recognized allowance for (reversal of allowance for) expected credit losses on accounts receivable were $91,020 $85,836 and $(45,137), $94,046, respectively.

For the six months ended September 30, 2024 and 2023, the (reversal of) recognized for expected credit losses on accounts receivable were $(10,647) and $53,510, respectively.

1 unchanged paragraph

For the years ended March 31, 2024 and 2023, the recognized allowance for (reversal of allowance for) expected credit losses were $2,168 and $(6,218), respectively.

current assets mainly included (i) security deposits paid to containers for cross-border transportation, which is refundable upon the transportation services completed, (ii) petty cash advanced to employees for the expenses to be incurred during their involvement in the transportation services processes, and (iii) prepaid input value-added taxes to be deducted with the output value-added taxes when services provided which is expected to be within 12 months and etc. The Company maintains an allowance for expected credit losses on other current assets based on the age and past record on the collectability of other current assets, as well as reasonable and supportable forecasts on future losses. As of September 30, 2024 and March 31, 2024, and 2023, the allowance for expected credit losses on other current assets amounted to $83,164 and $3,647, respectively. For the six months ended September 30, 2024 and $1,571, 2023, the recognized allowance for expected credit losses on other current assets were $77,375 and $44,952, respectively.

Company follows the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin ("SAB") Topic 5A - "Expenses of Offering". Deferred offering costs consist of underwriting, legal and other expenses incurred through the balance sheet date that are directly related to the intended initial public offering ("IPO"). Deferred offering costs will be charged to shareholders' equity upon the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to statements of income. As of September 30, 2024 and March 31, 2024, and 2023, the Company deferred $462,701 $811,730 and $63,591 $462,701 of offering costs.

non-current assets mainly included (i) security deposits paid to customers that use the Company's transportation services on a long-term basis, as a guarantee for the safety of customers' goods during the transportation processes; and (ii) security deposits associated with the Company's operating leases for warehouse buildings and office spaces for those leases with expiry date more than one year from the date of the financial year end. The Company evaluates the impairment of its other non-current assets consistent with the approach applied for its other financial assets. For the years six months ended March 31, September 30, 2024 and 2023, the Company did not have any impairment loss against its other non-current assets.

5 unchanged paragraphs

assets are evaluated for impairment periodically whenever events or changes in circumstances indicate that their related carrying amounts may not be recoverable in accordance with FASB ASC 360, "Property, Plant and Equipment". In evaluating long-lived assets for recoverability, the Company uses its best estimate of future cash flows expected to result from the use of the asset and eventual disposition in accordance with FASB ASC 360-10-15. To the extent that estimated future undiscounted cash inflows attributable to the asset, less estimated future undiscounted cash outflows, are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such an asset and its fair value. Assets to be disposed of and for which there is a committed plan of disposal, whether through sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell. There were no impairments of these assets as of September 30, 2024 and March 31, 2024. and 2023.

8 unchanged paragraphs

Company evaluates the impairment of its right-of-use assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated lease payments in the undiscounted future pre-tax cash flows. For the years six months ended March 31, September 30, 2024 and 2023, the Company did not have any impairment loss against its operating lease right of use assets.

12 unchanged paragraphs

otherwise disclosed, the fair values 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.

and other borrowings are recorded and measured at amortized costs.

13 unchanged paragraphs

each of major transportation transaction, the Company enters into separate arrangements with insurance companies for insuring any damages/losses during the course of transportation, in which damages/losses bore by the Company will be covered by the insurance companies. Any costs incurred for any damages/losses by the Company were recognized as cost of revenues and any reimbursement of the claims received from insurance companies was recognized as insurance indemnity (other income) in the statements of income and comprehensive income. During the years six months ended March 31, September 30, 2024 and 2023, the Company incurred $184,188 $241,364 and $220,355, $23,637, respectively, which were recognized in cost of revenues for damage/losses during the course of transportation services and received compensation of $128,442 $142,500 and $251,597, $100,950, respectively, from insurance companies which were recognized as insurance indemnity.

3 unchanged paragraphs

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 September 30, 2024 and March 31, 2024, and 2023, the Company recognized contract assets of $147,334 $75,024 and $12,234, $147,334, respectively.

5 unchanged paragraphs

income (expenses) mainly included interest income, interest expenses, foreign currency transaction gain (loss), gain on disposal of property and equipment, government subsidies and insurance indemnity.

from government subsidies amounted to $27,202 $4,724 and $248,399 $17,795 for the years six months ended March 31, September 30, 2024 and 2023. During the years six months ended March 31, September 30, 2024 and 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 a government subsidy as other income when it has been received.

Such subsidies were unconditional, non-recurring and discretional. The Company recognizes a government subsidy as other income when it has been received.

time employees of the PRC subsidiaries participate in a government mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance and other welfare benefits are provided to employees. For the years six months ended March 31, September 30, 2024 and 2023, the Company has made contributions of $317,537 $134,126 and $270,966 $133,290 to the government mandated multi-employer defined contribution plan, respectively.

1 unchanged paragraph

Company's subsidiaries in the PRC and Hong Kong are subject to the income taxes of the PRC and Hong Kong, respectively. No taxable income was generated outside the PRC for the years six months ended March 31, 2023 September 30, 2024 and 2022. 2023. The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not that they will either expire before the Company is able to realize the benefits, or future deductibility is uncertain.

740-10-25 prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. It also provides guidance on the recognition of income tax assets and liabilities, classification accounting for interest and penalties associated with tax positions, years open for tax examination, accounting for income taxes in interim periods and income tax disclosures. There were no material uncertain tax positions as of September 30, 2024 and March 31, 2024. and 2023. As of March 31, September 30, 2024, the tax years ended January 1, 2019 through December 31, 2023 for the Company's PRC subsidiaries remain open for statutory examination by the PRC tax authorities.

6 unchanged paragraphs

the year ended March 31, 2024, two customers accounted for approximately 35% and 23% of the Company's total revenues, respectively.

For the year ended March 31, 2023, two customers accounted for approximately 23% and 15% of the Company's total revenues, respectively.

the year ended March 31, 2024, one supplier accounted for approximately 32% of the total purchases. For the year ended March 31, 2023, one supplier accounted for approximately 32% of the total purchases.

As of March 31, 2023, one customer accounted for approximately 23% of the Company's total accounts receivable balance.

As of March 31, 2023, two suppliers accounted for approximately 20% and 14% of the Company's accounts payable balance, respectively.

in late 2019, there was an outbreak of COVID-19 (coronavirus) which has spread quickly to many parts in China, the U.S. and globally.

In March 2020, the World Health Organization declared the COVID-19 as a pandemic. With an aim to contain the COVID-19 outbreak, the Chinese government imposed various strict measures across the country including, but not limited to, travel restrictions, mandatory quarantine requirements, and postponed resumption of business operations after the Chinese New Year holiday in 2020. Starting from March 2020, businesses in China began to reopen, and the interruptions to businesses were gradually removed.

since January 2022, there have been outbreaks of Omicron variant in major cities in China, and local governments have imposed new quarantine requirements such as travel restrictions and temporary closure of office buildings and facilities. Consequently, the Company's operations in China were severely impacted by such measures. Especially in April 2022, several on-going transportation projects had been suspended due to nationwide travel restrictions. As a result, the Company's revenues for the year ended March 31, 2023 had decreased by approximately $2.3 million or 8.8% when compared to the year ended March 31, 2022. In December 2022, the Chinese government has loosened its policy and no longer imposes lockdown measures, and the Company's operations in China were back to normal. As a result, the Company's revenues for the year ended March 31, 2024 have increased by 67.4% or $16.3 million when compared to the year ended March 31, 2023. The Company will continue to closely monitor the situation going forward.

of the uncertainty surrounding the COVID-19 outbreak, the business disruption and the financial impact related to the outbreak of and response to the coronavirus cannot be reasonably estimated at this time.

While ASC 850 does not provide accounting or measurement guidance for such transactions, it nonetheless requires their disclosure. See Note 9 to the unaudited interim condensed consolidated financial statements for further details.

income consists of two components, net income and other comprehensive income (loss). We present comprehensive income in accordance with ASC Topic 220, Comprehensive Income. ASC Topic 220 states that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in the unaudited interim condensed consolidated financial statements. The components of comprehensive income were the net income for the years presented and the foreign currency translation adjustments.

Company computes earnings per share in accordance with ASC 260, "Earnings per Share". ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average number of ordinary shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the years six months ended March 31, September 30, 2024 and 2023, the dilutive effect of the Company's Preferred Shares issued and outstanding which are convertible to ordinary shares for each Preferred Share was taken into consideration in calculation of diluted EPS.

accordance with ASC 230, "Statement of Cash Flows", cash flows from the Company's operations are formulated based upon the local currencies, and then translated at average exchange rates for the periods. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited interim condensed consolidated balance sheets.

the six months ended September 30, 2024, one customer accounted for approximately 18% of the Company's total revenues. For the six months ended September 30, 2023, three customers accounted for approximately 17%, 11% and 10% of the Company's total revenues, respectively.

the six months ended September 30, 2024, two suppliers accounted for approximately 25% and 20% of the Company's total purchases, respectively. For the six months ended September 30, 2023, five suppliers accounted for approximately 20%, 14%, 14%, 12% and 11% of the Company's total purchases, respectively.

of September 30, 2024, two customers accounted for approximately 12% and 10% of the Company's total accounts receivable balance, respectively. As of March 31, 2024, two customers accounted for approximately 37% and 15% of the Company's total accounts receivable balance, respectively.

of September 30, 2024, three suppliers accounted for approximately 34%, 13% and 10% of the Company's accounts payable balance, respectively. As of March 31, 2024, three suppliers accounted for approximately 19%, 17% and 14% of the Company's accounts payable balance, respectively.

3 unchanged paragraphs

Company's cash deposits are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management. In the PRC, an individual entity's deposit maintained at a bank is insured for a maximum of RMB500,000 (equivalent to approximately $70,000) in the event of bank failure. In Hong Kong, an individual entity's deposit maintained at a bank is insured for a maximum of HKD500,000 (equivalent to approximately $64,000) in the event of bank failure. In British Virgin Islands and Cayman Islands, entity's deposit is not insured by Federal Deposit Insurance Corporation ("FDIC") insurance or other insurance. As of March 31, September 30, 2024, cash balance of $1,483,672 $156,446 was maintained at financial institutions in the PRC, of which approximately $437,443 the entire balance was insured; and cash balance of $680,708 $27,047 was maintained at financial institutions in Hong Kong, of which approximately $64,000 the entire balance was insured.

accounts receivable and other current assets, the Company maintains allowances for expected credit losses as contra accounts, as mentioned above. For notes receivable and advances to suppliers, the Company has provided no allowance as of September 30, 2024 and March 31, 2024 and 2023 because the account balances were usually collected (realized) within 6 months, and therefore management considered the provision for impairment would be immaterial, if any.

of September 30, 2024 and March 31, 2024, and 2023, the Company had no significant exposure on interest rate risk.

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, September 30, 2024, the Company's accumulated other comprehensive loss was $617,898. $355,235. The Company has not entered into any hedging transactions in an effort to reduce its exposure to foreign exchange risk.

risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. As of March 31, September 30, 2024, the Company was not subject to significant liquidity risk.

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November 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The purpose of the update was to improve financial reporting by requiring disclosures of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all periods presented in the consolidated financial statements. Management is evaluating the impact on the Company's consolidated financial statements.

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The Company's management does not believe the adoption of ASU 2023-09 will have a material impact on its unaudited interim condensed consolidated financial statements and disclosures.

as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the unaudited interim condensed consolidated balance sheets, statements of income and comprehensive income (loss) and cash flows.

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As of September 30, 2024

Accounts receivable from third parties

Accounts receivable from related parties

Accounts receivable, gross

Less: allowance for expected credit losses

Accounts receivable, net

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As of September 30, 2024

Balance at the beginning of year period/year

for (Reversal of) allowance for) recognized expected credit losses

Exchange realignment

Balance at the end of period/year

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of September 30, 2024 and March 31, 2024, and 2023, other current assets consisted of the followings:

As of September 30, 2024

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and 318 more changes in the filing

Exhibits 3 changes

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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 Albert Wong and the Company dated February 8, 2024 *** 10.2 Employment Agreement by and between Chung Leung Cheung and the Company dated February 8, 2024 *** 10.3 Employment Agreement by and between Lin Tan and the Company dated February 8, 2024 *** of Indemnification Agreement by between the Company and its directors and executive officers* in Lieu of Consent of WWC, P.C.** 21.1 List of subsidiaries of the Registrant*** 23.1 Consent of WWC, P.C.** 23.2 Consent of Ogier (included in Exhibit 5.1)* 23.3 Consent of Zhonglun Law Firm (included in Exhibit 8.1)* 23.4 Consent of CEVSN Information Consulting Co., Ltd. *** 23.5 Consent of CFN Lawyers* SH Wong & Co * 24.1 Power 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 *** Previously filed (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.

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to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Suzhou, on October 1, December 31, 2024.

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to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Eastern International Inc. has signed this registration statement on October 1, December 31, 2024.

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