NOCERA, INC. (Form: 10-Q, Received: 05/17/2021 07:43:07)

March 31,
2021

December 31,
2020

Percentage of the Company’s accounts receivable

Customer A

Customer B

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2021

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _______ TO ___________

COMMISSION FILE NO.: 000-55993

NOCERA, INC.

(Exact name of registrant as specified in charter)

Nevada		16-1626611
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City 221, Taiwan (R.O.C.)

(Address of principal executive offices and zip code)

(886)-910-163-358

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “small reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer x		Smaller reporting company x
		Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ¨ No x

The aggregate market value of the registrant's issued and outstanding shares of common stock held by non-affiliates of the registrant as of June 29, 2020 based on $0.26 per share, the price at which the registrant’s common stock was last sold on June 29, 2020, was approximately $93,548.

There were 9,131,786 shares outstanding of the registrant’s common stock, par value $0.001 per share, as of May 14, 2020.

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	3

ITEM 1.	INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	20
ITEM 4.	CONTROLS AND PROCEDURES	20

PART II	OTHER INFORMATION	23

ITEM 1.	LEGAL PROCEEDINGS	23
ITEM 1A.	RISK FACTORS	23
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	23
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	23
ITEM 4	MINE SAFETY DISCLOSURES	23
ITEM 5	OTHER INFORMATION	23
ITEM 6	EXHIBITS	24

SIGNATURES		25

PART I FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

NOCERA, INC.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(Stated in US Dollars except for Number of Shares)

	March 31, 2021			December 31, 2020
	(Unaudited)
	$			$
ASSETS
Current assets
Cash and cash equivalents		607,452			1,023,531
Accounts receivable, net		731,457			432,309
Inventories		1,770,399			1,723,674
Advances to suppliers		90,151			1,732
Prepaid expenses and other assets, net		24,546			3,161
Due from a related party		1,158,085			896,876
Total current assets		4,382,090			4,081,283

Non-current assets
Retention receivables		451,586			458,392
Deferred tax asset, net		–			2,300
Property and equipment, net		73,577			50,926
Goodwill		336,922			332,040
Total non-current assets		862,085			843,658

TOTAL ASSETS		5,244,175			4,924,941

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Current liabilities
Notes payable		136,467			187,447
Accounts payable		26,816			18,798
Other payables and accrued liabilities		82,611			56,836
Advance receipts		1,554,555			1,285,777
Due to related parties		7,681			7,681
Income tax payable		344,111			285,186
Bank borrowing		390,566			532,824
Total current liabilities		2,542,807			2,374,549

TOTAL LIABILITIES		2,542,807			2,374,549

Commitments and contingencies		–			–

EQUITY
Common stock ($0.001 par value; authorized 200,000,000 shares; 9,131,786 shares issued and outstanding as of March 31, 2021 and December 31, 2020)		9,132			9,132
Additional paid-in capital		2,796,128			2,692,973
Statutory and other reserves		191,219			191,219
Retained earnings		(243,672	)		(293,162	)
Accumulated other comprehensive loss		(51,439	)		(49,770	)
TOTAL NOCERA, INC.’S STOCKHOLDERS’ EQUITY		2,701,368			2,550,392
Non-controlling interests		–			–
TOTAL STOCKHOLDER EQUITY		2,701,368			2,550,392
TOTAL LIABILITIES AND STOCKHOLDER EQUITY		5,244,175			4,924,941

See notes to the condensed consolidated financial statements.

NOCERA, INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Stated in US Dollars except for Number of Shares)

(UNAUDITED)

	Three months ended March 31,
	2021			2020
	$			$
Net sales		1,579,486			690,653
Cost of sales		(1,230,842	)		(292,515	)
Gross profit		348,644			398,138

Operating expenses
General and administrative expenses		(235,235	)		(172,312	)
Total operating expenses		(235,235	)		(172,312	)

Income from operations		113,409			225,826

Other expense		(1,759	)		(33	)
Income before income taxes		111,650			225,793

Income tax expense		(62,160	)		(9,707	)
Net income		49,490			216,086

Less: Net loss attributable to non-controlling interests		–			(3,232	)
Net income attributable to the company		49,490			219,318

Comprehensive Income
Net income		49,490			216,086
Foreign currency translation gain (loss)		1,669			(1,392	)
Total comprehensive income		51,159			214,694

Less: comprehensive loss attributable to non-controlling interest		–			(3,755	)
Comprehensive income attributable to the Company		51,159			218,449

Income per share
Basic		0.0054			0.0178
Diluted		0.0036			0.0124

Weighted average number of common shares outstanding
Basic		9,131,786			12,354,200
Diluted		13,821,506			17,685,690

See notes to the condensed consolidated financial statements.

NOCERA, INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in US Dollars except for Number of Shares)

(UNAUDITED)

	Three months ended March 31,
	2021			2020
	$			$
Cash flows from operating activities:
Net income		49,490			216,086
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation expenses		1,218			12,263
Amortization		–			26,785
Bad debt provision		–			–
Free rental expense offered by a stockholder		–			–
Deferred income tax		2,332			(21,548	)
Share-based compensation		103,155			14,999
Changes in operating assets and liabilities:
Accounts receivable, net		(303,302	)		(212,665	)
Inventories		(47,374	)		(22,467	)
Advance to suppliers		(89,647	)		(1,420	)
Prepaid expenses and other assets, net		(21,683	)		(65,811	)
Operating lease right-of-use asset		–			12,535
Goodwill		(4,950	)		–
Other non-current assets		6,901			–
Notes payable		(51,688	)		–
Accounts payable		8,129			13,406
Advance from customers		272,511			131,555
Other payables and accrued liabilities		26,133			2,608
Income tax payable		59,743			17,885
Deferred revenue		(8,332	)		(365,693	)
Operating lease liability		–			131
Amount due from a related party		(261,209	)		–
Net cash used in operating activities		(258,573	)		(241,351	)

Cash flows from investing activities:
Purchase of property and equipment		(24,000	)		–
Net cash used in investing activities		(24,000	)		–

Cash flows from financing activities:
Bank borrowing		(144,233	)		(15,343	)
Proceeds from related parties		–			708,538
Net cash (used in) provided by financing activities		(144,233	)		693,195

Effect of exchange rate changes on cash and cash equivalents		10,727			16,112
Net increase in cash and cash equivalents		(416,079	)		467,956
Cash and cash equivalents at beginning of year		1,023,531			28,539
Cash and cash equivalents at end of year		607,452			496,495

Supplemental disclosures of cash flow information
Cash paid for interest expenses		–			–
Cash paid for Income taxes		–			–

NOCERA, INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Stated in US Dollars except Number of Shares)

(UNAUDITED)

					Additional		Statutory and					Accumulated Other			Total Nocera, Inc.’s Stockholders’			Non-			Total Stockholders’
	Common Stock				Paid in		other		Retained			Comprehensive			Equity			controlling			Equity
	Stock		Amount		Capital		Reserves		Earnings			Loss			(Deficit)			Interests			(Deficit)
			$		$		$		$			$			$			$			$
Balance, January 1, 2020		12,354,200		12,354		271,915		191,219		339,203			(81,350	)		733,341			29,072			762,413
Foreign currency translation adjustment		–		–		–		–		–			(869	)		(869	)		(523	)		(1,392	)
Share based compensation		–		–		14,999		–		–			–			14,999			–			14,999
Net income (loss)		–		–		–		–		219,318			–			219,318			(3,232	)		216,086
Balance, March 31, 2020		12,354,200		12,354		286,914		191,219		558,521			(82,219	)		966,789			25,317			992,106

Balance, January 1, 2021		9,131,786		9,132		2,692,973		191,219		(293,162	)		(49,770	)		2,550,392			–			2,550,392
Foreign currency translation adjustment		–		–		–		–		–			(1,669	)		(1,669	)		–			(1,669	)
Share based compensation		–		–		103,155		–		–			–			103,155			–			103,155
Net income		–		–		–		–		49,490			–			49,490			–			49,490
Balance, March 31, 2021		9,131,786		9,132		2,796,128		191,219		(243,672	)		(51,439	)		2,701,368			–			2,701,368

See notes to the condensed consolidated financial statements.

NOCERA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 PRINCIPAL ACTIVITIES AND ORGANIZATION

The consolidated financial statements include the financial statements of Nocera, Inc. (“Nocera” or the “Company”) and its subsidiaries, Grand Smooth Inc Limited (“GSI”) and Guizhou Grand Smooth Technology Ltd. (“GZ GST” or “WFOE”), and Xin Feng Construction Co., Ltd. (“XFC”) that is controlled through contractual arrangements. Nocera, GSI, GZ GST and XFC are collectively referred to as the “Company”.

Nocera was incorporated in the State of Nevada on February 1, 2002 and is based in New Taipei City, Taiwan (R.O.C). It did not engage in any operations and was dormant from its inception until its reverse merger of GSI on December 31, 2018.

Reverse merger

Effective December 31, 2018, Nocera completed a reverse merger transaction (the “Transaction”) pursuant to an Agreement and Plan of Merger (the “Agreement”), with (i) GSI, (ii) GSI’s shareholders, Yin-Chieh Cheng and Bi Zhang, who together owned shares constituting 100% of the issued and outstanding ordinary shares of GSI (the “GSI Shares”) and (iii) GSI Acquisition Corp. Under the terms of the Agreement, the GSI Shareholders transferred to Nocera all of the GSI Shares in exchange for the issuance of 10,000,000 shares (the “Shares”) of Nocera’s common stock (the “Share Exchange”). As a result of the reverse merger, GSI became Nocera’s wholly-owned subsidiary and Yin-Chieh Cheng and Bi Zhang, the former shareholders of GSI, became Nocera’s controlling shareholders. The share exchange transaction with GSI was treated as a reverse merger, with GSI as the accounting acquirer and Nocera as the acquired party.

GSI is a limited company established under the laws and regulations of Hong Kong on August 1, 2014, and is a holding company without any operation.

GZ WFH was incorporated in Xingyi City, Guizhou Province, People’s Republic of China (“PRC”) on October 25, 2017, and is engaged in providing fish farming containers service, which integrates sales, installments, and maintenance of aquaculture equipment. The registered capital of GZ WFH is RMB$5,000,000 (equal to US$733,138).

On November 13, 2018, GSI incorporated GZ GST in PRC with registered capital of US$15,000.

Divestiture

On September 21, 2020, the Company filed a current report on Form 8-K outlining the lack of communication that leads to the termination by Nocera, Inc. of its relationship with Guizhou Wan Feng Hu Intelligent Aquatic Technology Co. Limited (“GZ WFH”) and its management, and termination of the Variable Interest Entity agreements between the parties.

Subsequently on October 8, 2020, Zhang Bi and GZ WFH entered into a Settlement Agreement and Release with Nocera, Inc. wherein all claims as to GZ WFH’s debt (claim to shares in Nocera, Inc. or GZ GST) were compromised, settled, and otherwise resolved as to any and all claims or causes of action whatsoever against Nocera for any matter, action, or representation as to Nocera, and any debt to ownership of Nocera or GZ GST up to the date of the agreement. The consideration for the agreement was mutual waiver of any and all claims against each other and GZ GST, and GZ WFH (including Zhang Bi) waives any claims to Nocera stock, meaning the 4,750,000 shares of common stock of Nocera owned by Zhang Bi were cancelled as part of the agreement. The Settlement Agreement and Release is attached hereto as Exhibit

The VIE Agreements

On December 31, 2020, Nocera and XFC, a domestic funded limited liability company registered in Taiwan (R.O.C), entered into a series of contractual agreements (“VIE Agreements”) whereby Nocera, Inc. agreed to provide technical consulting and related services to XFC. As a result, Nocera has been determined to be the primary beneficiary of XFC and XFC became VIE (Variable Interest Entity) of Nocera.

On December 31, 2020, Nocera exchanged 700,000 shares of the Company’s restricted common stock to Shareholders of XFC in exchange for 100% controlling interest in XFC.

The VIE structure was adopted mainly because the China and Taiwan (R.O.C.) operating company may in the future engage in business that may require special licenses in China and which can be an industry that prohibits foreign investment. WFOE has entered into the following contractual arrangements with a stockholder of XFC, that enable the Company to (1) have the power to direct the activities that most significantly affects the economic performance of XFC, and (2) receive the economic benefits of XFC that could be significant to XFC. The Company is fully and exclusively responsible for the management of XFC, assumes all of the risk of losses of XFC and has the exclusive right to exercise all voting rights of XFC’s stockholder. Therefore, in accordance with ASC 810 "Consolidation", the Company is considered the primary beneficiary of XFC and has consolidated XFC’s assets, liabilities, results of operations, and cash flows in the accompanying consolidated financial statements.

(1) Voting Rights Proxy Agreement & Power of Attorney. Mr. Tsai, Wen-Chih, Ms. Tu, Hui-Min, Mr. Tsai, Chin-Yao, and Mr. Tsai, Chin-Chao (Existing Stockholders) hereby irrevocably undertake that they authorize Nocera or the individual then designated by Nocera (“Attorney”) to exercise, on his behalf, the following rights available to them in their capacity as a stockholder of the XFC under the then effective articles of association of the XFC (collectively, “Powers”): (a) to propose the convening of, and attend, stockholders’ meetings in accordance with the articles of association of the XFC on behalf of the Existing Stockholder; (b) to exercise voting rights on behalf of the Existing Stockholder on all matters required to be deliberated and resolved by the stockholders’ meeting, including without limitation the appointment and election of the directors and other executives to be appointed and removed by the stockholders, of the XFC the sale or transfer of all or part of the equity held by stockholders in the XFC; (c) to exercise other stockholders’ voting rights under the articles of association of the XFC (including any other stockholders’ voting rights stipulated upon an amendment to such articles of association); (d) other voting rights that stockholders shall enjoy under the Taiwan (R.O.C.) laws, as amended, revised, supplemented and re-enacted, no matter whether they take effect before or after the conclusion of this Agreement. The Existing Stockholders shall not revoke the authorization and entrustment accorded to the Attorney other than in the case where Nocera gives the Existing Stockholders a written notice requesting the replacement of the Attorney, in which event the Existing Stockholders shall immediately appoint such other person as then designated by Nocera to exercise the foregoing Powers and such new authorization and entrustment shall supersede, immediately upon its grant, the original authorization, and entrustment.

(2) Exclusive Business Cooperation Agreement. Nocera agrees to provide technical consulting and services including management consulting services, general and financial advisory service and various general and administrative service, for the specific content thereof (hereinafter referred to as the “Target Business”) to the XFC as the technical consulting and service provider of the XFC in accordance with the conditions set forth herein during the term of this Agreement. XFC agrees to accept the technical consulting and services provided by Nocera. XFC further agrees that, without the prior written consent of Nocera, during the term of this Agreement, it shall not accept any technical consulting and services identical or similar to Target Business that are provided by any third party.

(3) Equity Pledge Agreement. Under the Equity Interest Pledge Agreement between Nocera and Mr. Tsai, Wen-Chih, Ms. Tu, Hui-Min, Mr. Tsai, Chin-Yao, and Mr. Tsai, Chin-Chao, the stockholder of XFC, stockholder pledged all of his equity interests in XFC to Nocera to guarantee the performance of XFC’s obligations under the Exclusive Business Cooperation Agreement. Under the terms of the agreement, in the event that XFC or stockholders breach their respective contractual obligations under the Exclusive Business Cooperation Agreement, Nocera, as pledge, will be entitled to certain rights, including, but not limited to, the right to collect dividends generated by the pledged equity interests. Zhang Bi also agreed that upon the occurrence of any event of default, as set forth in the Equity Interest Pledge Agreement, Nocera is entitled to claim indemnity.

(4) Exclusive Call Option Agreement. XFC and its stockholders, Mr. Tsai, Wen-Chih, Ms. Tu, Hui-Min, Mr. Tsai, Chin-Yao, and Mr. Tsai, Chin-Chao, have entered into an Exclusive Call Option Agreement with Nocera. Under the Exclusive Call Option Agreement, the XFC stockholders irrevocably granted Nocera (or its designee) an exclusive option to purchase, to the extent permitted under Taiwan (R.O.C.) law, part or all of their equity interests in XFC. According to the Exclusive Call Option Agreement, the purchase price shall be the minimum price permitted by applicable Taiwan (R.O.C.) Law at the time when such share transfer occurs.

Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICY

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, these financial statements do not include all of the information and footnotes required for complete financial statements and should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on May 14, 2021.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair presentation of the Company’s unaudited condensed consolidated financial position as of March 31, 2021, its consolidated results of operations for the three months ended March 31, 2021, cash flows for the three months ended March 31, 2021 and change in equity for the three months ended March 31, 2021, as applicable, have been made. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2021 or any future periods.

Concentrations of Credit Risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of accounts receivable. The Company conducts credit evaluations of its customers and suppliers, and generally does not require collateral or other security from them. The Company evaluates its collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.

There were two customers who represent 100% of the Company’s total revenue for the three months ended March 31, 2020. There were two customers who represent 98% of the Company’s total revenue for the three months ended March 31, 2021.

The following table sets forth a summary of single customers who represent 10% or more of the Company’s total accounts receivable, net:

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”.

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies the following steps:

Step 1: Identify the contract (s) with a customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligation in the contract

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

The Company considered revenue is recognized when (or as) the Company satisfies performance obligations by transferring promised goods or services to its customers. Revenue is measured at the transaction price which is based on the amount of consideration that the Company expects to receive in exchange for transferring the promised goods or services to its customers. Contracts with customers are comprised of invoices and written contracts.

The Company does not have arrangements for returns from customers and does not have any future obligations directly or indirectly related to services resale by customers. The Company has no sales incentive programs.

The Company provides goods, maintenance service warranties for the goods sold with a period vary from 18 months to 72 months, which majority are 18 months, and exclusive sales agency license to its customers. For performance obligation related to providing products, the Company expects to recognize the revenue according to the delivery of products. For performance obligation related to maintenance service warranties, the Company expects to recognize the revenue on a ratable basis using a time-based output method. The performance obligations are typically satisfied as services are rendered on a straight-line basis over the contract term, which is generally for 18 months as majority of the maintenance service warranties periods provided are 18 months. For performance obligation related to exclusive agency license, the Company recognizes the revenue ratably upon the satisfaction over the estimated economic life of the license.

The Company does not have amounts of contract assets since revenue is recognized as control of goods is transferred. The contract liabilities consist of advance payments from customers and deferred revenue. Advance payments from customer are expected to be recognized as revenue within 12 months. Deferred revenue is expected to be recognized as revenue within 12 months.

Recent Accounting Pronouncements

The FASB issued several updates during the period, none of these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on the consolidated financial statements upon adoption.

Note 3 ACCOUNTS RECEIVABLE, NET

As of March 31, 2021 and December 31, 2020, accounts receivable consisted of the following:

	March 31, 2021		December 31, 2020
	(Unaudited)
	$		$
Accounts receivable		731,457		432,309
Less: Allowance for doubtful accounts		–		–
Total		731,457		432,309

For the three months ended March 31, 2021 and for the year ended December 31, 2020, the Company has recorded provision for doubtful accounts of nil.

Note 4 INVENTORIES

As of March 31, 2021 and December 31, 2020, inventories consisted of the following:

	March 31, 2021		December 31, 2020
	(Unaudited)
	$		$
Raw materials		114,559		115,373
Work in process		1,655,840		1,608,301
Total		1,770,399		1,723,674

Note 5 PREPAID EXPENSES AND OTHER ASSETS, NET

	March 31, 2021		December 31, 2020
	(Unaudited)
	$		$
Other receivables from third party		24,547		3,161
Others		–		–
Prepaid expenses and other assets, net		24,547		3,161

Note 6 PROPERTY AND EQUIPMENT, NET

As of March 31, 2021 and December 31, 2020, property and equipment consisted of the following:

	March 31, 2021			December 31, 2020
	(Unaudited)
	$			$
Furniture and fixtures		–			–
Equipment		75,156			51,287
Leasehold improvement		–			–
Vehicle		–			–
		75,156			51,287
Less: Accumulated depreciation		(1,579	)		(361	)
Property and equipment, net		73,577			50,926

Depreciation expenses for the three months ended March 31, 2021 and 2020 were $1,218 and $74,958, respectively.

Note 7 GOODWILL

As of March 31, 2021 and December 31, 2020, goodwill consisted of the following:

	March 31, 2021		December 31, 2020
	(Unaudited)
	$		$
Goodwill - XFC		336,922		332,040
Less: Accumulated amortization		–		–
Goodwill, net		336,922		332,040

Note 8 LEASES

The Company has two non-cancelable lease agreements for certain of the office and accommodation as well as fish farming containers for research and develop advanced technology for water circulation applying in fishery with original lease periods expiring between 2022 and 2023. The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. The Company recognizes rental expense on a straight-line basis over the lease term.

The components of lease expense for the three months ended March 31, 2021 and March 31, 2020 were as follows:

	Statement of Income Location	Three months ended March 31, 2021		Three months ended March 31, 2020
		(Unaudited)		(Unaudited)
		$		$
Lease Costs
Operating lease expense	General and administrative expenses		1,218		13,220
Total net lease costs			1,218		13,220

Maturity of lease liabilities under our non-cancelable operating leases as of December 31, 2020 and March 31, 2021 are US$ nil.

Note 9 OTHER PAYABLES AND ACCRUED LIABILITIES

	March 31, 2021		December 31, 2020
	$		$
VAT payable		28,887		12,235
Accrued expenses		–		–
Salary payable		49,117		920
Short-term advance from staff		–		–
Others		4,607		43,681
Total		82,611		56,836

Note 10 INCOME TAXES

The Company and its subsidiary, and the consolidated VIE file tax returns separately.

1) Value-added tax (“VAT”)

PRC

Pursuant to the Provisional Regulation of the PRC on VAT and the related implementing rules, all entities and individuals ("taxpayers") that are engaged in the sale of products in the PRC are generally required to pay VAT, at a rate of which was changed from 16% to 13% on April 1, 2019 of the gross sales proceeds received, less any deductible VAT already paid or borne by the taxpayers. GZ WFH also subjected to 10% for the installment service provided.

Taiwan

Pursuant to the Value-added and Non-value-added Business Tax Act and the related implementing rules, all entities and individuals ("taxpayers") that are engaged in the sale of products in the Taiwan are generally required to pay VAT, at a rate of 5%.

2) Income tax

United States

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into legislation. The 2017 Tax Act significantly revises the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 34% to 21%, imposing a mandatory one-time tax on accumulated earnings of foreign subsidiaries, introducing new tax regimes, and changing how foreign earnings are subject to U.S. tax.

On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to provide guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. The Company has completed the assessment of the income tax effect of the Tax Act and there were no adjustments recorded to the provisional amounts.

The Coronavirus Aid, Relief and Economy Security (CARES) Act (“the CARES Act, H.R. 748”) was signed into law on 27 March 2020. The CARES Act temporarily eliminates the 80% taxable income limitation (as enacted under the Tax Cuts and Jobs Act of 2017) for NOL deductions for 2018-2020 tax years and reinstated NOL carrybacks for the 2018-2020 tax years. Moreover, the CARES Act also temporarily increases the business interest deduction limitations from 30% to 50% of adjusted taxable income for the 2019 and 2020 taxable year. Lastly, the Tax Act technical correction classifies qualified improvement property as 15-year recovery period, allowing the bonus depreciation deduction to be claimed for such property retroactively as if it was included in the Tax Act at the time of enactment. The Company does not anticipate a significant tax impact on its financial statements and will continue to examine the impact the CARES Act may have on its business.

The Company evaluated the Global Intangible Low Taxed Income ("GILTI") inclusion on current earnings and profits of greater than 10% owned foreign controlled corporations. The Company has evaluated whether it has additional provision amount resulted by the GILTI inclusion on current earnings and profits of its foreign controlled corporations. The law also provides that corporate taxpayers may benefit from a 50% reduction in the GILTI inclusion, which effectively reduces the 21% U.S. corporate tax rate on the foreign income to an effective rate of 10.5%. The GILTI inclusion further provides for a foreign tax credit in connection with the foreign taxes paid. In 2019, the Company recorded a GILTI inclusion of $152,829. The Company has elected to treat the financial statement impact of GILTI as current period expenses.

The reverse merger was completed on December 31, 2018 and the tax losses of US subsidiary was not in the scope as of December 31, 2018. As of December 31, 2019, net operating loss carried forward which was available to offset future taxable income for the Company in the United States was $99,817. There is a full valuation allowance applied against these loss carry forward as management determined it was not more likely than not that these net operating losses would be utilized in the foreseeable future.

Hong Kong

The HK tax reform has introduced two-tiered profits tax rates for corporations. Under the two-tiered profits tax rates regime, the profits tax rate for the first HK$2 million (approximately $257,931) of assessable profits will be lowered to 8.25% (half of the rate specified in Schedule 8 to the Inland Revenue Ordinance (IRO)) for corporations. Assessable profits above HK$2 million (approximately $257,931) will continue to be subject to the rate of 16.5% for corporations. The Company assessed that the HK entity will not earn a profit greater than HK$2 million (approximately $257,931), it is subject to a corporate income tax rate of 8.25%.

As of December 31, 2019, The Company’s subsidiary in Hong Kong had net operating loss carry forwards available to offset future taxable income. The net operating losses will be carryforward indefinitely under Hong Kong Profits Tax regulation. There is a full valuation allowance applied against these loss carry forward as management determined it was not more likely than not that these net operating losses would be utilized in the foreseeable future.

PRC

WFOE and the consolidated VIE established in the PRC are subject to the PRC statutory income tax rate of 25%, according to the PRC Enterprise Income Tax (“EIT”) law.

Taiwan

The corporate income tax rate in Taiwan is 20%.Corporate income taxes payable, however, are subject to an alternative minimum tax. The Taiwan government enacted the Taiwan Alternative Minimum Tax Act, or the AMT Act, on January 1, 2006. Under the AMT Act, a taxpayer must pay the higher of its taxable income multiplied by the corporate income tax rate or the alternative minimum tax, or AMT. In calculating the AMT amount, the taxpayer must include income that would otherwise be exempt from taxation pursuant to various tax holidays or investment tax credits, other than certain exemptions or tax credits that have been grandfathered for the purposes of calculating AMT. The AMT rate for business entities is 12%. In addition to the statutory corporate taxes payable, or the AMT, corporate taxpayers in Taiwan are subject to an additional tax on distributable retained earnings (after statutory legal reserves) to the extent that such earnings are not distributed prior to the end of the subsequent year. This undistributed earnings surtax is determined in the subsequent year when the distribution plan relating to earnings attributable to the prior year is approved by a company’s stockholders and is payable in the subsequent year. The surtax rate in Taiwan is 5%.

The components of the income tax provision are:

	Three months ended March 31,
	2021		2020
	$		$
Current		59,845		31,255
Deferred		2,315		(21,548	)
Total income tax expense		62,160		9,707

The reconciliation of income taxes expenses computed at the PRC statutory tax rate applicable to income tax expense is as follows:

	Three months ended March 31,
	2021			2020
PRC income tax statutory rate	25.00%			25.00%
Impact of different tax rates in other jurisdictions		(5.93%	)		(24.16%	)
Tax effect of non-deductible entertainment		0.00%			0.22%
Tax effect of non-taxable income		0.00%			(12.79%	)
Utilization of tax losses		(2.07%	)		0.00%
GILTI Tax impact		0.00%			16.14%
Changes in valuation allowance		36.60%			9.43%
Effective tax rate		53.60%			13.84%

3) Deferred tax assets, net

The tax effects of temporary differences representing deferred income tax assets and liabilities result principally from the following:

	March 31, 2021		December 31, 2020
	$		$
Deferred tax assets
Tax loss carried forward		–		2,300
Allowance for doubtful receivables		–		–
		–		2,300
Valuation allowance		–		–
Total deferred tax assets, net		–		2,300

The valuation allowance as of March 31, 2021 and December 31, 2020 was primarily provided for the deferred income tax assets if it is more likely than not that these items will expire before the Company is able to realize its benefits, or that the future deductibility is uncertain. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible or utilizable. Management considers projected future taxable income and tax planning strategies in making this assessment. The movement for the valuation allowance is as following.

	March 31, 2021		December 31, 2020
	$		$
Balance at beginning of the year		–		(304,418	)
Additions of valuation allowance		–		–
Reductions of valuation allowance		–		304,418
Balance at the end of the year		–		–

PRC Withholding Tax on Dividends

The current PRC Enterprise Income Tax Law imposes a 10% withholding income tax for dividends distributed by foreign-invested enterprises to their immediate holding companies outside the PRC. A lower withholding tax rate will be applied if there is a tax treaty arrangement between the PRC and the jurisdiction of the foreign holding company. Distributions to holding companies in Hong Kong that satisfy certain requirements specified by PRC tax authorities, for example, will be subject to a 5% withholding tax rate.

As of March 31, 2021 and December 31, 2020, the Company had not recorded any withholding tax on the retained earnings of its foreign-invested enterprises in the PRC, since the Company intends to reinvest its earnings to further expand its business in mainland China, and its foreign-invested enterprises do not intend to declare dividends to their immediate foreign holding companies.

Note 11 RELATED PARTY BALANCES AND TRANSACTIONS

Due to related parties

The balance due to related parties was as following:

Due from a related party

The balance due from a related party was as following:

	March 31, 2021		December 31, 2020
	$		$
Mr. Yin-Chieh Cheng (1)		19,132		19,067
Taisi Electrical & Plumbing Co. Pte Ltd. (3)		1,138,952		877,809
Total		1,158,085		896,876

Note:

(1)

Mr. Yin-Chieh Cheng (“Mr. Cheng”) is the chairman the Company, and he holds 42.5% shares of the Company. The balance due to Mr. Cheng as of March 31, 2020 mainly represented the amount paid by Mr. Cheng on behalf of the Company. In September 2019, Mr. Cheng took over the receivable amount of the concert the Company invested in November 2018, and assumed the liability of $551,457 related to such receivable to the Company. In September 2019, Mr. Cheng collected the payment of $1,000,000 from JCD, our exclusive sales agent in Asia Pacific, on behalf of the Company. As agreed between Mr. Cheng and the Company, the due from balance was netted off by due to balances.

(2)

Mountain Share Transfer, LLC is company 100% controlled by Erik S. Nelson, the corporate secretary and director of the Company. The balances represented the amount paid on behalf of the Company for its daily operation purpose.

(3)

Mr. Tsai Wen-Chih is the director of XFC and has control power over Taisi Electrical & Plumbing Co. Pte Ltd. The Company took over the receivable amount of $877,809 from acquisition of XFC in December 2020. None of the receivables have been impaired and it is expected that the full contractual amounts can be collected.

Related party transactions

The details of the related party transactions were as follows:

	For three months ended March 31,
	2021		2020
	$		$
Paid on behalf of the Company
Mr. Zhang Bi (1)		–		3,455
Mr. Yin-Chieh Cheng (1)		–		33,083
Mountain Share Transfer, LLC (1)		–		7,000

Repayment to related party
Mr. Yin-Chieh Cheng		–		665,000

Note:

(1)	The transactions represent the amount paid by Mr. Zhang Bi, Mr. Yin-Chieh Cheng and Mountain Share Transfer, LLC on behalf of the Company for its daily operation.

Note 12 INCOME (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted income (loss) per common share for the quarters ended March 31, 2021 and 2020.

	For three months ended March 31,
	2021		2020
	$		$
Numerator:
Net income attributable to the Company		49,490		219,318

Denominator:
Weighted-average shares outstanding
- Basic		9,131,786		12,354,200
- Diluted		13,821,506		17,685,690

Income (loss) per share:
- Basic		0.0054		0.0178
- Diluted		0.0036		0.0124

Basic net income per common share is computed using the weighted average number of the common shares outstanding during the period ended March 31, 2021. Diluted income per share is computed using the weighted average number of ordinary shares and ordinary equivalent shares outstanding which include 5,560,000 warrants outstanding as of March 31, 2021.

Note 13 SUBSEQUENT EVENT

The Company has evaluated subsequent events through the issuance of the unaudited condensed consolidated financial statements and except for the event discloses blow, no other subsequent event is identified that would have required adjustment or disclosure in the consolidated financial statements.

On April 1, 2021, we raised $200,000 for 80,000 units offered by a private placement offering (“the offering”) of the Company. The offering offers up to $10,000,000 in units (the “securities”) each consisting of one preferred share and one C Warrant and one D warrant of common stock of NOCERA, Inc. (the “Units each consisting of one common share and one C Warrant and one D warrant”) at $2.50 per unit in the Company. The C Warrants consist of the right to purchase one share for $2.50 per share for three (3) years from the date of the unit purchase and the D Warrants consist of the right to purchase one share of common stock for $5.00 for a period of three (3) years from the date of the unit purchase. The Subscription Agreement Regulations Outside the USA Only of the offering is hereto attached as Exhibit.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Current Report. Our consolidated financial statements have been prepared in accordance with U.S. GAAP. In addition, our consolidated financial statements and the financial data included in this Current Report reflect our reorganization and have been prepared as if our current corporate structure had been in place throughout the relevant periods. Actual results could differ materially from those projected in the forward-looking statements. For additional information regarding these and other risks and uncertainties, please see the items listed above under the section captioned “Risk Factors”, as well as any other cautionary language contained in this Current Report. Except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this Current Report.

Operations Overview

As of December 31, 2019, we provide Land-Based Recirculation Aquaculture Systems (“RAS”) for fish farming. Our primary business operations consist of the design, development and production of RAS large scale fish tank systems, for fish farms along with expert consulting, technology transfer, and aquaculture project management services to new and existing aquaculture management business services.

On September 21, 2020, the Company filed a current report on Form 8-K outlining the lack of communication that leads to the termination by Nocera, Inc. of its relationship with GZ WFH and its management, and termination of the Variable Interest Entity agreements between the parties.

Effective December 31, 2020, Nocera, Inc. (“Nocera”) and Xin Feng Construction Co., Ltd. (“XFC”), a funded limited liability company registered in Taiwan (R.O.C.), (collectively “the Parties”) entered into a series of contractual agreements (“VIE Agreements”) whereby Nocera, Inc. agreed to provide technical consulting and related services to Xin Feng Construction Co., Ltd. As a result, Nocera has been determined to be the primary beneficiary of XFC and XFC became VIE (Variable Interest Entity) of Nocera, and XFC will shift focus to support the construction activities of RAS fish farms of our clients and the development of the Company-owned and operated fish farms.

The spread of COVID-19 has begun to cause some business disruption resulting in reduced net revenue in December 2019. While the disruption is currently expected to be temporary, there is considerable uncertainty around the duration. Therefore, the Company expects this matter to negatively impact its operating results.

Critical Accounting Policies, Estimates and Assumptions

See Note 2 to the accompanying unaudited condensed consolidated financial statements for our critical accounting policies.

Results of Operations

The following table sets forth the consolidated statements of operations of the Company for the three months ended March 31, 2021 and 2020.

Consolidated Statements of Operations

	Three months ended March 31,
	2021			2020
	(Unaudited)			(Unaudited)
	$			$
Net sales		1,579,486			690,653
Cost of sales		(1,230,842	)		(292,515	)
Gross profit		348,644			398,138

Operating expenses
General and administrative expenses		(235,235	)		(172,312	)
Total operating expenses		(235,235	)		(172,312	)

Income from operations		113,409			225,826

Other expense		(1,759	)		(33	)
Income before income taxes		111,650			225,793

Income tax expense		(62,160	)		(9,707	)
Net income		49,490			216,086

Less: Net loss attributable to non-controlling interests		–			(3,232	)
Net income attributable to the company		49,490			219,318

Comprehensive loss
Net income		49,490			216,086
Foreign currency translation gain (loss)		1,669			(1,392	)
Total comprehensive income		51,159			214,694

Less: comprehensive loss attributable to non-controlling interest		–			(3,755	)
Comprehensive income attributable to the Company		51,159			218,449

Income per share
Basic		0.0054			0.0178
Diluted		0.0036			0.0124

Weighted average number of common shares outstanding
Basic		9,131,786			12,354,200
Diluted		13,821,506			17,685,690

Revenue

Revenue for the three months ended March 31, 2021 was $1,579,486 compared to $690,653 for the comparable period in 2020. The increase was mainly because of the revenue recognition of the construction revenue from Xin Feng Construction Co., Ltd for the three months ended March 31, 2021.

Gross profit

Gross profit for the three months ended March 31, 2021 was $348,644, compared to $398,138 for the comparable period in 2020. The decrease was primarily because there was a significant increase in cost of sales from Xin Feng Construction Co., Ltd for the three months ended March 31, 2021; whereas there was no direct cost of the deferred revenue from the franchise fee of JC Development Co, Ltd, and we operated fish brokerage & distribution business with Pan Li, one of our former customers and strategic partner in Guizhou, for the comparable period three months ended March 31, 2020.

General and administrative expenses

General and administrative expenses were $235,235, for the three months ended March 31, 2021, compared to approximately $172,312 for the comparable period in 2020. This increase was primarily due to the increase of legal, accounting, and consulting fees for the three months ended March 31, 2021.

Other expense

Other expenses were $1,759, for the three months ended March 31, 2021, compared to $33 for the comparable period in 2020. The increase was mainly the effect of interest expense recognized for the three months ended March 31, 2021.

Income tax expense

During the three months ended March 31, 2021, we recorded an income tax expense of $62,160 compared to $9,707 for the comparable period in 2020. The increase of income tax expense is because we evaluated the income tax impact from Xin Feng Construction Co., Ltd for the period ended March 31, 2021.

Net income attributable to the Company

Net income attributable to the Company (excluding net loss attributable to non-controlling interest) for the three months ended March 31, 2021 was $49,490 compared to net income attributable to the Company (excluding net loss attributable to non-controlling interest) of $216,086 for the comparable period in 2020. The decrease of income was because the Company recognized the deferred revenue from the franchise fee of JC Development Co, Ltd and started the fish brokerage & distribution business with Pan Li for the three months ended March 31, 2020.

Liquidity and Capital Resources

The Company had operating cash outflows for the three months ended March 31, 2021 and the cash balance was $607,452 as of March 31, 2021. Since the net asset balance as of March 31, 2021 was $2,701,368, there is no substantial doubt as to the Company’s ability to continue as a going concern.

The following table provides detailed information about our net cash flows for the periods indicated:

	For the quarters ended March 31,
	2021			2020
	$			$
Net cash used in operating activities		(258,573	)		(241,351	)
Net cash used in investing activities		(24,000	)		–
Net cash (used in) provided by financing activities		(144,233	)		693,195
Effect of the exchange rate change on cash		10,727			16,112
(Decrease) Increase in cash		(416,077	)		467,956

Net cash used in by operating activities

Net cash used in operating activities amounted to $258,573 for the three months ended March 31, 2021. This reflected the effect of changes in operating assets and liabilities including decreases of account receivable in the amount of $303,302.

Net cash used in operating activities amounted to $241,351 for the three months ended March 31, 2020. This reflected the effect of changes in operating assets and liabilities including increases of account receivable in the amount of $212,665.

Net cash provided by financing activities

Net cash provided by financing activities amounted to $693,195 for the three months ended March 31, 2020, which were attributable to the proceeds from our shareholders primarily for our operation and repayment to our shareholders. See “Related Party Transactions”.

Since we plan to build our land-based fish farming demo sites in the US, Taiwan, Japan, and Thailand to promote our fish farming systems to the global market, we expect that we will require additional capital, which includes the construction cost, marketing cost, operation costs, and etc., to meet our long-term operating requirements. We expect to obtain financing from shareholders or raise additional capital through, among other things, the sale of equity or debt securities. The shareholders are committed to provide additional financing required when we try to raise additional capital from third party investors or banks. However, there can be no assurance that we will be successful in raising this additional capital.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements

Recently Issued Accounting Pronouncements

Please refer to the Note 2 above.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer performed an evaluation (the “Evaluation”) of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide a reasonable level of assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2020, due to the presence of material weaknesses described below, our disclosure controls and procedures were ineffective.

Notwithstanding the foregoing, there can be no assurance that our disclosure controls and procedures will detect or uncover all failures of persons within our Company and our consolidated subsidiaries to disclose material information otherwise required to be set forth in our periodic reports. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal controls over financial reporting for our Company. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failure. Internal control over financial reporting can also be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

We assessed the effectiveness of our internal control over financial reporting as of March 31, 2021. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission’s Internal Control-Integrated Framework. As a result of this assessment, we have determined that our internal control over financial reporting was ineffective as of March 31, 2021. We had neither the resources, nor the personnel, to provide an adequate control environment. The following material weaknesses in our internal control over financial reporting continued to exist at March 31, 2020:

● we do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act;

● we do not have an independent audit committee of our board of directors;

● there is insufficient monitoring and review controls over the financial reporting closing process, including the lack of individuals with current knowledge of GAAP that led to the restatement of our previously issued financial statements; and

● inadequate segregation of duties.

We believe that these material weaknesses primarily relate, in part, to our lack of sufficient staff with appropriate training in GAAP and SEC rules and regulations with respect to financial reporting functions, and the lack of robust accounting systems, as well as the lack of sufficient resources to hire such staff and implement these accounting systems.

Pending obtaining sufficient resources to implement these measures, we plan to take a number of actions to correct these material weaknesses, including, but not limited to, establishing an audit committee of our board of directors comprised of three independent directors, adding experienced accounting and financial personnel and retaining third-party consultants to review our internal controls and recommend improvements. However, we may need to take additional measures to fully mitigate these issues, and the measures we have taken, and expect to take, to improve our internal controls may not be sufficient to (1) address the issues identified, (2) ensure that our internal controls are effective or (3) ensure that the identified material weakness or other material weaknesses will not result in a material misstatement of our annual or interim financial statements.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Control Over Financial Reporting

An evaluation was performed under the supervision of our management, including our Chief Executive Officer and Chief Financial Officer, of whether any change in our internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) occurred during the quarter ended March 31, 2021. Based on that evaluation, our management, including our Chief Executive Officer and Interim Chief Financial Officer, concluded that there were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

CEO and CFO Certifications

Exhibits 31.1 and 31.2 to this Quarterly Report are the Certifications of the Chief Executive Officer and the Chief Financial Officer, respectively. These Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act (the “Section 302 Certifications”). This Item 9A. of this Annual Report, which you are currently reading, is the information concerning the Evaluation referred to above and in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We were not subject to any legal proceedings during the three months ended March 31, 2020 and there are currently no legal proceedings, to which we are a party, which could have a material adverse effect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibit No.		Description

2.1		Amended Agreement and Plan of Merger, dated December 27, 2018, and effective as of December 31, 2018, by and among Nocera, Inc., Grand Smooth Inc Limited and GSI Acquisition Corp. (2)

3.1		Certificate of Incorporation of Nocera, Inc., as amended. (1)

3.2		Bylaws of Nocera, Inc. (1)

3.3		Articles of Incorporation of GSI Acquisition Corp., a Colorado Corporation (2)

3.4		Articles of Grand Smooth Inc Limited, a Hong Kong, China Corporation (2)

3.5		Statement of Merger – GSI Acquisition Corp. and Grand Smooth Inc Limited (2)

10.1		Share Exchange Agreement (2)

10.2		2018 Nocera, Inc. Stock Option and Award Incentive Plan (2)

10.3		Yin-Chieh Cheng Consulting Agreement (2)**

10.4		Subscription Agreement

31.1		Rule 13a-14(a)/15d-14(a) Certification of the President and Chief Executive Officer of Nocera, Inc.
31.2		Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer of Nocera, Inc.
32.1		Section 1350 Certification of the President and Chief Executive Officer of Nocera, Inc.
32.2		Section 1350 Certification of the Chief Financial Officer of Nocera, Inc.
101.INS		XBRL Instance Document *
101.SCH		XBRL Schema Document *
101.CAL		XBRL Calculation Linkbase Document *
101.DEF		XBRL Definition Linkbase Document *
101.LAB		XBRL Label Linkbase Document *
101.PRE		XBRL Presentation Linkbase Document *

(1) Incorporated herein by reference from the exhibits included in the Company’s Registration Statement on Form 10-12g dated October 19, 2018.

(2) Incorporated herein by reference from the exhibits included in the Form 8-K12G3 filed on January 31, 2019.

(*) Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and otherwise are not subject to liability under those sections.

(**) Incorporated herein by reference as Exhibit “B” to Exhibit 2.1 included in the Form 8-K12G3 filing dated January 31, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

By:	/s/ Yin-Chieh Cheng
Name:	Yin-Chieh Cheng
Title:	President & Chief Executive Officer
	(Principal Executive Officer)
Dated:	May 17, 2021

By:	/s/ Shun-Chih Chuang
Name:	Shun-Chih Chuang
Title:	Chief Financial Officer
	(Principal Financial Officer)
Dated:	May 17, 2021

Exhibit 10.4

SUBSCRIPTION AGREEMENT

REGULATION S OUTSIDE THE USA ONLY

THIS SUBSCRIPTION AGREEMENT WAS NOT ISSUED IN A REGISTERED TRANSACTION UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE “SECURITIES ACT”). THE SECURITIES EVIDENCED HEREBY MAY NOT BE TRANSFERRED WITHOUT (i) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER MAY BE LAWFULLY MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAW; OR (ii) SUCH REGISTRATION.

SUBSCRIPTION AGREEMENT AND REPRESENTATIONS

Nocera, Inc.

NOCERA, Inc.:

I, the undersigned, understand that NOCERA, Inc. a Nevada Corporation (the “Company”) is offering up to $10,000,000 in units (the “securities”) each consisting of one preferred share and one C Warrant and one D warrant of common stock of NOCERA, Inc. (the “Units each consisting of one common share and one C Warrant and one D warrant”) at $2.50 per unit in the Company. The C Warrants consist of the right to purchase one share for $2.50 per share for three (3) years from the date of the unit purchase and the D Warrants consist of the right to purchase one share of common stock for $5.00 for a period of three (3) years from the date of the unit purchase. The offering is made in reliance upon an exemption from registration under the federal and state securities laws provided by Rule 506 of Reg. D of the Securities Act of 1933 and such other applicable exemptions from registration, for which the common stock may be qualified.

I hereby offer to purchase 80,000 units each consisting of one preferred share and one C Warrant and one D warrant to purchase common stock as described above, and upon acceptance by you, agree to become a shareholder of the Company and to contribute to the Company as set forth herein. In order to induce the Company to accept my offer, I advise you as follows:

(1)

Receipt of copies of the Private Placement Memorandum Containing Use of Proceeds and such other documents as I have requested. I hereby acknowledge that I have received the PPM documents (as may be supplemented from time to time) relating to the Company; that I have carefully read the documents; and that I understand and agree to all of the terms, conditions, and provisions contained therein.

(2)

Availability of Information. I hereby acknowledge that the Company has made available to me the opportunity to ask questions of, and receive answers from the Company and any other person or entity acting on its behalf, concerning the contents of the Private Placement Memorandum (“PPM”) and the information contained in the corporate documents and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information provided by the Company and any other person or entity acting on its behalf.

(3)

Representations and Warranties. I represent and warrant to the Company (and understand that it is relying upon the accuracy and completeness of such representations and warranties in connection with the availability of an exemption for the offer and sale of the Securities from the registration requirements of applicable federal and state securities laws) that:

(A)

RESTRICTED SECURITIES.

	(1)	I understand that the Units each consisting of one preferred share and one C Warrant and one D warrant nor the components thereof have *not* been registered under the Securities Act of 1933, as amended (The Act), or any state securities laws.

	(2)	I understand that if my subscription offer is accepted and the Units each consisting of one preferred share and one C Warrant and one D warrant are sold to me, I cannot sell or otherwise dispose of the units, the preferred shares, the common stock, or the warrants, unless they are registered under the Act or the state securities laws or exemptions therefrom are available (and consequently, that I must bear the economic risk of the investment for an indefinite period of time):


	(3)	I understand that the Company has no obligation now or at any time to register the units, preferred shares, common stock, or warrants under the Act or the State securities laws or obtain exemptions therefrom.

	(4)	I understand that the Company will restrict the transfer of units, preferred shares, common stock, or warrants in accordance with the foregoing representations.

(B)

LEGEND.

I agree that any certificates representing the Units each consisting of preferred share, and one C Warrant and one D warrant, or the components thereof, will contain and be endorsed with the following, or a substantially equivalent, LEGEND:

“This certificate in the Company has been acquired pursuant to an investment representation by the holder and shall not be sold, pledged, hypothecated or donated, or otherwise transferred except upon the issuance to Company of a favorable opinion by its counsel and the submission to the Company of other evidence satisfactory to and as required by counsel to the Company; that any such transfer will not violate the Securities Act of 1933, as amended, and applicable state securities laws.”

(C)

AGE: CITIZENSHIP.

I am at least twenty-one years old and a citizen of Taiwan (country).

(D)

ACCURACY OF INFORMATION.

All information which I have provided to the Company concerning my financial position and knowledge of financial and business matters is correct and complete as of the date set forth at the end hereof, and if there should be any material change in such information prior to acceptance of this subscription offer by the Company, I will immediately provide the Company with such information.

(4)

OFFERING ACCEPTANCE PROCEDURE.

I understand that this subscription offer is subject to each of the following terms and conditions:

(A)

The Company may reject this subscription offer for any reason, and this subscription offer shall become binding upon the Company only when accepted, in writing, by the Company.

(B)

This subscription offer may not be withdrawn by me.

(5)

SUITABILITY. I hereby warrant and represent:

(A)

That I can afford a complete loss of the investment and can afford to hold the securities being purchased hereunder for an indefinite period of time;

(B)

That I consider this investment a suitable investment and;

(C)

That I have had prior experience in financial matters and investments.

(6)

RESTRICTIONS.

This subscription is personal to the investor whose name and address appear below. It may not be sold, transferred, assigned or otherwise disposed of to any other person, natural or artificial.

(7)

CONDITIONS.

This subscription shall become binding upon the Company and me only when accepted, in writing, by the issuer.

(8)

REPRESENTATIONS.

(A)

I have been furnished and have carefully read the Company Private Placement Memorandum (“PPM”) attached as exhibits thereto, including the Subscription Agreement. I am aware that:

(1)

There are substantial risks incident to the ownership of common stock in the Company, and such investment is speculative and involves a high degree of risk of loss by me of my entire investment in the Company;

(2)

No federal or state agency has passed upon the units, preferred shares, or common stock or made any finding or determination concerning the fairness of this investment;

(B)

I acknowledge that I have been advised to consult my own attorney concerning the investment.

(C)

I acknowledge that the investment in the Company is an illiquid investment. In particular, I recognize that:

(1)

Due to restrictions described below, the lack of any substantial market existing or to exist for the preferred shares, common stock, warrants, or the units or the components thereof, in the event I should attempt to sell my units each consisting of one preferred share and one C Warrant and one D warrant or the components thereof, my investment will be highly illiquid and, probably must be held indefinitely.

(2)

I must bear the economic risk of investment in the common stock for an indefinite period of time, since the units and the components thereof have not been registered under the Securities Act of 1933, as amended. Therefore, the units and the components thereof cannot be offered, sold, transferred, pledged, or hypothecated to any person unless either they are subsequently registered under said Act or an exemption from such registration is available and the favorable opinion of counsel for the Company to that effect is obtained, which is not anticipated.

(3)

My right to transfer my Securities will also be restricted as provided in this Subscription Agreement.

(D)

I represent and warrant to the Company that:

(1)

I have carefully reviewed and understand the risks of, and other considerations relating to, a purchase of the units, including the risks set forth in this Agreement.

(2)

I and my investment advisors, if any, have been furnished all materials relating to the Company and its proposed activities, the offering of units, which they have requested and have been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any representations or information set forth in the PPM;

(3)

The Company has answered all inquiries that I and my investment advisors, if any, have put to it concerning the Company and its proposed activities and the offering and sale of the Units each consisting of one preferred share and one C Warrant and one D warrant;

(4)

Neither I nor my investment advisors, if any, have been furnished any offering literature other than the term sheet and SEC filings and the documents that may be attached as exhibits thereto and I and my investment advisors, if any, have relied only on the information contained in the PPM and such exhibits and the information, as described in subparagraphs (B) and (C) above, furnished or made available to them by the Company;

(5)

I am acquiring the Units each consisting of one preferred share and one C Warrant and one D warrant for which I hereby subscribe for my own account, as principal, for investment purposes only and not with a view to the resale or distribution of all or any part of such units, and that I have no present intention, agreement or arrangement to divide my participation with others or to resell, transfer or otherwise dispose of all or any part of the Units each consisting of one preferred share and one C Warrant and one D warrant or the components thereof, subscribed for unless and until I determine, at some future date, that changed circumstances, not in contemplation at the time of this purchase, makes such disposition advisable;

(6)

I, the undersigned, if on behalf of a corporation, partnership, trust, or other form of business entity, affirm that: it is authorized and otherwise duly qualified to purchase and hold common stock and warrants in the Company; recognize that the information under the caption as set forth in (a) above related to investments by an individual and does not address the federal income tax consequences of an investment by any of the aforementioned entities and have obtained such additional tax advice that I have deemed necessary; such entity has its principal place of business as set forth below; and such entity has not been formed for the specific purpose of acquiring common stock in the Company.

(7)

I have adequate means of providing for my current needs and personal contingencies and have no need for liquidity in this investment; and

(E)

I hereby adopt, accept, and agree to be bound by all the terms and conditions of this Agreement, and by all of the terms and conditions of the Articles of Incorporation, and amendments thereto, and Bylaws. Upon acceptance of this Subscription Agreement by the Company, I shall become a shareholder and member of the Company for all purposes, and the units subscribed shall be issued.

(F)

The Subscription, upon acceptance by the Company, shall be binding upon the heirs, executors, administrators, successors, and assigns of mine.

(G)

I hereby represent and warrant that:

(1)

I have either a net worth (exclusive of home, home furnishings, and automobiles) of at least ten times the amount of the investment. If a corporation, it is on a consolidated basis according to its most recent financial statement, within the above standards, and if a partnership, each partner is within the above standards.

(H)

I further hereby represent that either:

(1)

I have such knowledge and experience in business and financial matters that I am capable of evaluating the Company and proposed activities thereof, the risks and merits of investment in the units and of making an informed investment decision thereon, and am not utilizing a purchaser representative in connection with evaluating such risks and merits; or

(2)

I and the persons listed in (3) below (not affiliated with the Company) together have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investment in the units each consisting of one preferred share and one C Warrant and one D warrant and make an informed decision.

Note: If (1) is correct, cross out (2). If (2) is appropriate (1) and, if (3) below, list, and indicate professional or business relationship to the undersigned relied upon, or with whom the undersigned consulted, in evaluating the merits and risks investment in the units each consisting of one common share and one C Warrant and one D warrant. If such person is serving as a Purchaser Representative of me, have such individual(s) complete a Purchaser Representative Affidavit obtained from the Company.

(3)

In evaluating the merits and risks of investment in the units, I have relied upon the advice of, or consulted with, only the following persons (not affiliated with the Company):

	i.	Shih, Han-Chieh Name

		Self
		Relationship

(I)

I have / have not previously invested in private placement securities (such as stock, equipment leasing, mineral, oil and gas, or cattle feeding syndications). [CROSS OUT INCORRECT ANSWER.]

(J)

I further represent and warrant:

(1)

That I have not distributed the Offering to anyone other than my designated Purchaser Representative.

(2)

That I hereby agree to indemnify the Company and hold the Company harmless from and against any and all liability, damage, cost, or expense incurred on account of or arising out of:

Any inaccuracy in my declarations, representations, and warranties hereinabove set forth;

ii.

The disposition of any of the units which I will receive, contrary to my foregoing declarations, representations, and warranties; and

iii.

Any action, suit or proceeding based upon (1) the claim that said declarations, representations, or warranties were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Company; or (2) the disposition of any of the units, or any part thereof.

(K)

This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada, except as to the manner in which the subscriber elects to take title to preferred shares of the Company which shall be construed in accordance with the State of his principal residence.

(L)

Upon request of the Company, I shall provide a sworn and signed copy of my current financial statement.

(9)

SUBSCRIPTION FOR UNITS (as described above):

Amount of units subscribed for: $ 80,000

Total consideration: $ 200.000

Subscriber:

Name/Entity Name (please print) Tianryn Food Company

Title Vice President

Social Security No. or EIN/US Tax ID________________

Physical Address (if an Entity, Business Address): 7F No 262 Zhong Zheng Rd.

Address line 2 (including Zip Code): Xizhi Dist. New Taipei City Taiwan ROC 22109

Mailing Address (if Different):________________________

Address line 2 (including Zip Code): _____________________

Phone Number: +886912595108

Nature of Business Food Processing

Net Worth $3,000,000

Liquid Assets $1,000,000

(10)

I will hold title to my units as follows:

[SELECT ONE.]

☐ Community Property

☐ Joint Tenants with Right Survivorship

☐ Tenants in Common

☒ Individually

☐ Other: (Corporation, Trust, LLC, Etc., please indicate)

(Note: Subscribers should seek the advice of their attorneys in deciding in which of the above forms they should take ownership of the units, since different forms of ownership can have varying gift tax and other consequences, depending on the state of the investor’s domicile and their particular personal circumstances. For example, in community property states, if community property assets are used to purchase units held in individual ownership, this might have adverse gift tax consequences. IF OWNERSHIP IS BEING TAKEN IN JOINT NAME WITH A SPOUSE OR ANY OTHER PERSON, THEN ALL SUBSCRIPTION DOCUMENTS MUST BE EXECUTED BY ALL SUCH PERSONS.)

(11)

☒ Regulation S Compliance [APPLICABLE TO PURCHASERS OUTSIDE THE UNITED STATES.] Subscriber agrees and warrants that the offer and sale of the securities by the Company, the Subscriber, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing, shall be deemed to occur outside the United States within the meaning of CFR §230.901, because

(1) The offer or sale is made in an off-shore transaction;

(2) No directed selling efforts are made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

Subscriber agrees that:

(1) the offer or sale of securities, if made prior to the expiration of a one-year distribution compliance period (in six months beginning in 2008), shall not be made to a U.S. person or for the account or benefit of a U.S. person (other than a distributor);

(2) the offer or sale, if made prior to the expiration of a one-year distribution compliance period, is made pursuant of the following conditions:

(a) The purchaser of the securities (other than a distributor) certifies that it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person or is a U.S. person who purchased securities in a transaction that did not require registration under the Act;

(b) The purchaser of the securities agrees to sell such securities only in accordance with the provisions of Regulation S CFR (§230.901 through §230.905 and Preliminary Notes), pursuant to registration under the Act, or pursuant to an available exemption from registration; and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Act;

(c) The securities shall contain a legend to the effect that transfer is prohibited except in accordance with the provisions of this Regulation S (§230.901 through §230.905, and Preliminary Notes), pursuant to registration under the Act, or pursuant to an available exemption from registration; and that hedging transactions involving those securities may not be conducted unless in compliance with the Act;

(d) The issuer is required, either by contract or a provision in its bylaws, articles, charter or comparable document, to refuse to register any transfer of the securities not made in accordance with the provisions of Regulation S, CFR (§230.901 through §230.905, and Preliminary Notes), pursuant to registration under the Act, or pursuant to an available exemption from registration;

(e) Each distributor selling securities to a distributor, a dealer (as defined in section 2(a)(12) of the Act (15 U.S.C. 77b(a)(12)), or a person receiving a selling concession, fee or other remuneration, prior to the expiration of one-year distribution compliance period in the case of equity securities, sends a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales that apply to a distributor.

These securities, if acquired for the issuer, a distributor, or any of their respective affiliates in a transaction subject to the conditions of CFR §230.901 or §230.903 are deemed to be “restricted securities” as defined in §230.144. Re-sales of any of such restricted securities by the offshore purchaser must be made in accordance with this Regulation S (§230.901 through §230.905, and Preliminary Notes), the registration requirements of the Act or any exemption therefrom. Any “restricted securities,” as defined in §230.144, that are equity securities of a domestic issuer will continue to be deemed to be restricted securities, notwithstanding that they were acquired in a resale transaction made pursuant to §230.901 or §230.904.

IN WITNESS WHEREOF, subject to acceptance by the Company, I have completed this Subscription Agreement to evidence my Subscription as set forth hereinabove, and I submit herewith a check in the amount of $200,000 for 80,000 units each consisting of one preferred share and one C Warrant and one D warrant of common stock to be issued this 1st day of April, 2021.


Subscriber		Subscriber

By: Shih, Han-Chieh		By:

Please print the name that the certificates should be issued under and the address to which it should be sent below:

Name:

Shih, Han-Chieh

Mailing Address:

7F No 262 Zhong Zheng Rd.

Xizhi Dist. New Taipei City Taiwan ROC 22109

THIS SUBSCRIPTION OFFER IS ACCEPTED THIS 1st DAY OF April, 2021.

	NOCERA, INC.


	By: ______________________
	Chief Executive Officer

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

I, Yin-Chieh Cheng, President and Chief Executive Officer of Nocera, Inc. (the “Company”), certify that:

(1) I have reviewed this Quarterly Report on Form 10-Q for the fiscal year ended March 31, 2020;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods represented in this report;

(4) The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

(5) The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and to the audit committee of the board of directors (or persons fulfilling the equivalent function):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

May 17, 2021

/s/ Yin-Chieh Cheng

Yin-Chieh Cheng

President and Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

I, Shun-Chih Chuang, Chief Financial Officer of Nocera, Inc. (the “Company”), certify that:

(1) I have reviewed this Quarterly Report on Form 10-Q for the fiscal year ended March 31, 2020;

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

May 17, 2021

/s/ Shun-Chih Chuang

Shun-Chih Chuang

Chief Financial Officer

(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Nocera, Inc. (the “Company”) for the period ended March 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Yin-Chieh Cheng, President and Chief Executive Officer of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Yin-Chieh Cheng

Yin Chieh Cheng

President and Chief Executive Officer

(Principal Executive Officer)

May 17, 2021

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Nocera, Inc. (the “Company”) for the period ended March 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Shun-Chih Chuang, Chief Financial Officer of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Shun-Chih Chuang

Shun-Chih Chuang

Chief Financial Officer

(Principal Financial Officer)

May 17, 2021