Nocera, Inc. Files 10-Q Amendment 2

TL;DR

Nocera filed an amended 10-Q for Sep 2024 to fix disclosures after SEC comments.

AI Summary

Nocera, Inc. filed an amended 10-Q for the period ending September 30, 2024, on February 4, 2025. This amendment, designated as Amendment 2, aims to update and clarify certain disclosures in response to comments received from the SEC. The filing covers financial information for the fiscal year up to September 30, 2024, and includes comparative data from previous periods.

Why It Matters

This amendment indicates Nocera, Inc. is actively addressing SEC feedback, which could impact investor confidence and future regulatory compliance.

Risk Assessment

Risk Level: medium — Amendments to SEC filings, especially in response to comments, can signal underlying issues or complexities that require clarification, potentially impacting investor perception.

Key Numbers

• 20240930 — Period End Date (The fiscal period for which the 10-Q/A is filed.)
• 20250204 — Filing Date (The date Nocera, Inc. filed this amended 10-Q.)

Key Players & Entities

• NOCERA, INC. (company) — Filer of the 10-Q/A
• SEC (company) — Received comments prompting the amendment
• 0001683168-25-000692 (document_id) — Accession number for the filing
• 20250204 (date) — Filing date of the amendment
• 20240930 (date) — Conformed period of report

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_i10qa2-093024.htm (10-Q/A) — 1053KB
• 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
• 0001683168-25-000692.txt ( ) — 6092KB
• 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_i10qa2-093024_htm.xml (XML) — 882KB

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 45 ITEM 4.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 45 PART II OTHER INFORMATION 47 ITEM 1.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 47 ITEM 1A.

RISK FACTORS

RISK FACTORS 47 ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 47 ITEM 3 DEFAULTS UPON SENIOR SECURITIES 47 ITEM 4 MINE SAFETY DISCLOSURES 47 ITEM 5 OTHER INFORMATION 47 ITEM 6 EXHIBITS 50

SIGNATURES

SIGNATURES 51 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

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View this 10-Q/A filing on SEC EDGAR