Nocera, Inc. Files 2023 10-K Amendment

TL;DR

Nocera filed an amended 2023 10-K, check for updated financials.

AI Summary

Nocera, Inc. filed an amendment (Amendment No. 2) to its 2023 Form 10-K on November 20, 2024, to reflect client edits. The filing covers the fiscal year ending December 31, 2023. Nocera, Inc. is involved in Agriculture Production - Livestock & Animal Specialties.

Why It Matters

This amendment indicates that Nocera, Inc. has made revisions to its annual report, which could contain updated financial information or disclosures relevant to investors.

Risk Assessment

Risk Level: low — This is an amendment to a previously filed annual report, not a new filing with significant new information.

Key Numbers

• 20231231 — Fiscal Year End (The period covered by the amended 10-K filing.)
• 20241120 — Filing Date (The date the amendment was filed with the SEC.)

Key Players & Entities

• NOCERA, INC. (company) — Filer
• 0001756180 (company) — Central Index Key
• 2030 POWERS FERRY RD., SE, SUITE 212 (address) — Business and Mail Address
• ATLANTA (location) — City
• GA (location) — State
• 30339 (postal_code) — ZIP Code
• 20231231 (date) — Fiscal Year End
• 20241120 (date) — Filing Date

FAQ

Key Financial Figures

• $0.001 — h registered: Common Stock, par value $0.001 per share NCRA The Nasdaq Capital M
• $2.50 — registrant as of June 30, 2023 based on $2.50 per share, the price at which the regis
• $300,000 — aser for a total purchase cash price of $300,000 (the "XFC Sale"). The closing of the XF
• $4,300,000 — 80% controlling interest of Meixin for $4,300,000. The Meixin VIE Agreements essentially
• $626,987 — g in August 2022 with gross proceeds of $626,987. 2 Corporate Structure We conduct
• $35,000 — lb./m3 Price per RASs Total Solution $35,000 USD 3 Our RASs can raise both fresh
• $23.9 million — 2022, the net sales were approximately $23.9 million and approximately $14.1 million, respec
• $14.1 m — imately $23.9 million and approximately $14.1 million, respectively. Construction Serv
• $141 m — imately $23.9 million and approximately $141 million, respectively. 5 Suppliers W

Filing Documents

• nocera_i10ka2-123123.htm (10-K/A) — 1469KB
• nocera_ex3101.htm (EX-31.1) — 7KB
• nocera_ex3102.htm (EX-31.2) — 7KB
• nocera_ex3201.htm (EX-32.1) — 3KB
• nocera_ex3202.htm (EX-32.2) — 3KB
• pic1.jpg (GRAPHIC) — 11KB
• 0001683168-24-008303.txt ( ) — 7188KB
• ncra-20231231.xsd (EX-101.SCH) — 62KB
• ncra-20231231_cal.xml (EX-101.CAL) — 82KB
• ncra-20231231_def.xml (EX-101.DEF) — 193KB
• ncra-20231231_lab.xml (EX-101.LAB) — 456KB
• ncra-20231231_pre.xml (EX-101.PRE) — 387KB
• nocera_i10ka2-123123_htm.xml (XML) — 973KB

BUSINESS

BUSINESS 1 ITEM 1A.

RISK FACTORS

RISK FACTORS 9 ITEM 1B. UNRESOLVED STAFF COMMENTS 27 ITEM 1C. CYBERSECURITY 27 ITEM 2.

PROPERTIES

PROPERTIES 28 ITEM 3.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 28 ITEM 4. MINE SAFETY DISCLOSURES 28 PART II 29 ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 29 ITEM 6. [RESERVED] 30 ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 30 ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 46 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 46 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 46 ITEM 9A.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 46 ITEM 9B. OTHER INFORMATION 48 ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 49 PART III 50 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE 50 ITEM 11.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 55 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 59 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 61 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 61 PART IV 62 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 62 ITEM 16. FORM 10-K SUMMARY 62

SIGNATURES

SIGNATURES 64 EXHIBIT INDEX 64 INDEX TO FINANCIAL STATEMENTS F-1 i In this Annual Report on Form 10-K, unless otherwise "we," "us," "our" and similar references refer to Nocera, Inc., a Nevada corporation. Our logo and other trademarks or service marks of the Company appearing in this Annual Report on Form 10-K are the property of Nocera, Inc. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements represent our expectations, beliefs, intentions or strategies concerning future events, including, but not limited to, any statements regarding our assumptions about financial performance; the continuation of historical trends; growth strategies; the sufficiency of our cash balances for future liquidity and capital resource needs; the expected impact of changes in accounting policies on our results of operations, financial condition or cash flows; anticipated problems and our plans for future operations; our future financing plans and anticipated needs for working capital; and the economy in general or the future of the food production industry, all of which were subject to various risks and uncertainties. Such statements, when used in this Annual Report on Form 10-K and other reports, statements and information we have filed with the SEC, in our press releases, presentations to securities analysts or investors, in oral statements made by or with the approval of an executive officer, are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "continue," "estimate," "believe," "intend" or "project" or the negative of these words or o

BUSINESS

BUSINESS Overview Nocera, Inc. was incorporated in the State of Nevada on February 1, 2002, with operations based in New Taipei City, Taiwan. Our primary business operations currently consist of designing, developing and producing large scale recirculating aquaculture systems ("RASs") for fish farms along with providing consulting, technology transfer and aquaculture project management services to new and existing aquaculture management business services. RASs operate by filtering water from the fish (or shellfish) tanks so it can be reused within the tank. This dramatically reduces the amount of water and space required to intensively produce seafood products. The steps in RASs include solids removal, ammonia removal, Co2 removal and oxygenation. Prior to 2021, we initially focused on the Chinese market due to opportunities presented by changes to regulations governing water use for fish production in China. As of October 2020, we had delivered 551 fish tank systems to six separate Chinese-based fish farms, and two fish tank systems to our Taiwan showroom. In October 2020, the government of Taiwan began supporting the Green Power and Solar Sharing Fish Farms initiative. In view of the opportunities resulting from this initiative, in October 2020, we ceased all of our operations in China and moved all of our technology and back-office operations to Taiwan. We now only operate out of Taiwan. Our current mission is to provide consulting services and solutions in aquaculture projects to reduce water pollution and decrease the disease problems of fisheries. Our goal is to become a global leader in the land-based aquaculture business. We are now poised to grow our existing operations in Taiwan and expand into the development and management of land-based fish farms in Taiwan and North and South America. We do not currently have any intentions of conducting operations in China or Hong Kong. Corporate History Nocera, Inc. was incorporated in the State of Nevada on

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