Nocera, Inc. Files 10-Q/A Amendment

TL;DR

Nocera filed an amended Q3 report after SEC feedback. Expect updated disclosures.

AI Summary

Nocera, Inc. filed an amendment (10-Q/A) on December 16, 2024, to its quarterly report for the period ending September 30, 2024. This amendment addresses specific disclosures in response to comments from the SEC. The filing provides updated financial information and details regarding the company's operations in agriculture production, specifically livestock and animal specialties.

Why It Matters

This amendment indicates Nocera, Inc. is actively responding to SEC feedback, which is crucial for maintaining regulatory compliance and investor confidence. It suggests potential adjustments to how the company presents its financial health and operations.

Risk Assessment

Risk Level: medium — Amendments to SEC filings can signal underlying issues or complexities that require clarification, potentially impacting investor perception and the company's financial reporting accuracy.

Key Numbers

• 09302024 — Quarter End Date (The period covered by the amended 10-Q filing.)
• 12312024 — Fiscal Year End (Indicates the company's annual reporting cycle.)

Key Players & Entities

• NOCERA, INC. (company) — Filer of the 10-Q/A amendment
• SEC (company) — Received comments prompting the amendment
• 20240930 (date) — Conformed period of report for the 10-Q
• 20241216 (date) — Filing date of the 10-Q/A amendment

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock, par value $0.001 per share NCRA The Nasdaq Stock Marke
• $5,000,000 — The registered capital of GZ WFH is RMB$5,000,000 (equal to US$733,138). On November 13,
• $733,138 — of GZ WFH is RMB$5,000,000 (equal to US$733,138). On November 13, 2018, GSI incorporat
• $15,000 — GST in PRC with registered capital of US$15,000. Divestiture On September 21, 2020,

Filing Documents

• nocera_i10qa1-093024.htm (10-Q/A) — 1050KB
• 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
• 0001683168-24-008760.txt ( ) — 6088KB
• ncra-20240930.xsd (EX-101.SCH) — 57KB
• ncra-20240930_cal.xml (EX-101.CAL) — 71KB
• ncra-20240930_def.xml (EX-101.DEF) — 185KB
• ncra-20240930_lab.xml (EX-101.LAB) — 394KB
• ncra-20240930_pre.xml (EX-101.PRE) — 349KB
• nocera_i10qa1-093024_htm.xml (XML) — 881KB

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 27 ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 44 ITEM 4.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 44 PART II OTHER INFORMATION 46 ITEM 1.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 46 ITEM 1A.

RISK FACTORS

RISK FACTORS 46 ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 46 ITEM 3 DEFAULTS UPON SENIOR SECURITIES 46 ITEM 4 MINE SAFETY DISCLOSURES 46 ITEM 5 OTHER INFORMATION 46 ITEM 6 EXHIBITS 49

SIGNATURES

SIGNATURES 50 3 CAUTIONARY This Quarterly Report on Form 10-Q contains "forward-looking as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as "anticipate," "believe," "estimate," "intend," "could," "should," "would," "may," "seek," "plan," "might," "will," "expect," "anticipate," "predict," "project," "forecast," "potential," and "continue" or the negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees of future performance. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. You are cautioned to not place undue reliance on these forward-looking statements, which speak only as of their dates. We cannot predict all the risks and uncertainties that may impact our business, financial condition or results of operations. Accordingly, the forward-looking statements in this Quarterly Report on Form 10-Q should not be regarded as representations that the results or conditions described in such statements will occur or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 1

FINANCIAL INFORMATION

PART I FINANCIAL INFORMATION

CONSOLIDATED FINANCIAL STATEMENTS

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS NOCERA, INC. INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Stated in US Dollars except for Number of Shares) September 30, 2024 December 31, 2023 (Unaudited) (Audited) ASSETS Current assets Cash and cash equivalents $ 372,270 $ 1,229,580 Accounts receivable, net 100,866 173,395 Inventories, net 105,130 88,432 Advance to suppliers 8,714 1,732 Prepaid expenses and other assets, net 626,450 10,365 Financial assets at fair value through profit or loss 208 208,697 Total current assets 1,213,638 1,712,201 Investment 28,468 – Property and equipment, net 1,455,478 1,547,801 Intangible assets - customer relations 101,901 114,129 Goodwill 3,236,900 1,655,182 Other non-current asset 1,023,444 4,730 Total assets $ 7,059,829 $ 5,034,043 LIABILITIES AND EQUITY Liabilities Current liabilities Accounts payable $ 1,012,037 $ – Other payables and accrued liabilities 57,222 34,093 Advance receipts 32,668 – Due to related parties 29,121 28,484 Warrant liability 1,179,768 1,179,768 Long-term secured other borrowing – current portion – 487,800 Dividend payable 38,312 38,312 Income tax payable 40,545 1,859 Total current liabilities 2,389,673 1,770,316 Deferred tax liabilities, net – – Long-term secured other borrowing 33,700 – Total liabilities 2,423,373 1,770,316 Commitments and contingencies (Note 20) – – Equity Common stock ($ 0.001 par value; authorized 200,000,000 shares; 13,636,987 shares and 11,156,987 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively) 13,637 11,157 Preferred stock ($ 0.001 par value; authorized 10,000,000 shares; Series A Preferred Stock, 2,000,000 authorized, 80,000 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively) 80 80 Additional paid-in capital (1) 24,656,130 21,931,112 Statutory and other re

View Full Filing

View this 10-Q/A filing on SEC EDGAR