NOCERA, INC. 10-Q/A

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025

☐ 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.: 001-41434

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
Common Stock, par value $0.001 per share	NCRA	The Nasdaq Stock Market LLC

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 ☒ 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 ☒ 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 ☒		Smaller reporting company ☒
		Emerging growth company ☒

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 ☒

There were 14,367,539 shares outstanding of the registrant’s common stock, par value $0.001 per share, as of May 15, 2025.

Explanatory Note

The purpose of this Amendment No. 1 (this “Amendment No. 1”) to the Quarterly Report on Form 10-Q of Nocera, Inc. (the “Company”) for the quarter ended March 31, 2025 (the “Original Form 10-Q”) is to amend the financial statements related notes of the Company to include disclosures related to segment reporting as required by Accounting Standards Codification Topic 280, “Segment Reporting.”

This amendment is being filed in response to a comment received from the Staff of the Securities and Exchange Commission and is intended to provide the required disclosures regarding the Company’s operating segments, including segment revenues, profit or loss, and other relevant information, as applicable. The amendments reflect the proper presentation and classification of segment information in the financial statements and provide the necessary related disclosures in the notes to the financial statements.

No other changes have been made to the Original Form 10-Q. This Amendment No. 1 does not reflect events occurring after the date of the original filing and does not modify or update any other disclosures made in the Original Form 10-Q.

TABLE OF CONTENTS

Cautionary Statement Regarding Forward-Looking Statements

PART I	FINANCIAL INFORMATION	4

ITEM 1.	INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS	4
	INTERIM UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS	4
	INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS	5
	INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	6
	INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY	7
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	8
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	30
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	49
ITEM 4.	CONTROLS AND PROCEDURES	49

PART II	OTHER INFORMATION	51

ITEM 1.	LEGAL PROCEEDINGS	51
ITEM 1A.	RISK FACTORS	51
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	51
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	51
ITEM 4	MINE SAFETY DISCLOSURES	51
ITEM 5	OTHER INFORMATION	51
ITEM 6	EXHIBITS	52

SIGNATURES		53

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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,” “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 10-Q and include information concerning possible or projected future results of our operations, including statements about potential acquisition or merger targets, strategies or plans; business strategies; prospects; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results; and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to a variety of factors and risks, including, but not limited to, those set forth under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on May 6, 2025.

Many of those risks and factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

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, 2025			December 31, 2024
	(Unaudited)			(Audited)

ASSETS
Current assets
Cash and cash equivalents	$	531,771		$	484,161
Accounts receivable		134,106			144,509
Inventories, net		9,608			–
Advance to suppliers		1,732			8,404
Prepaid expenses and other assets, net		598,199			643,169
Financial assets at fair value through profit or loss		–			210
Total current assets		1,275,416			1,280,453
Property and equipment, net		1,342,060			1,391,845
Intangible assets - customer relations		93,749			97,825
Investment		27,435			27,206
Goodwill		2,077,728			2,077,728
Other non-current asset		4,373			7,505
Total assets	$	4,820,761		$	4,882,562
LIABILITIES AND EQUITY
Liabilities
Current liabilities
Accounts payable	$	13,717		$	–
Other payables and accrued liabilities		395,793			376,660
Contract liabilities		78,875			72,505
Due to related parties		38,518			27,116
Warrant liability		85,273			76,847
Long-term secured other borrowing – current portion		28,868			6,631
Dividend payable		54,312			54,312
Income tax payable		11,028			25,126
Total current liabilities		706,384			639,197
Long-term secured other borrowing		–			23,786
Total liabilities		706,384			662,983
Commitments and contingencies (Note 20)		–			–
Shareholder’s Equity
Common stock ($0.001 par value; authorized 200,000,000 shares; 14,247,539 shares and 14,047,539 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively) ⁽¹⁾		14,247			14,047
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 March 31, 2025 and December 31, 2024, respectively)		80			80
Additional paid-in capital ⁽¹⁾		25,350,065			25,200,265
Statutory and other reserves		191,219			191,219
Accumulated losses		(21,486,898	)		(21,238,881	)
Accumulated other comprehensive income		15,253			12,415
Total Nocera, Inc.’s shareholders’ equity		4,083,966			4,179,145
Non-controlling interests		30,411			40,434
Total shareholders’ equity		4,114,377			4,219,579
Total liabilities and shareholders’ equity	$	4,820,761		$	4,882,562

See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed 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,
	2025			2024
	$			$
Net sales		4,534,128			4,899,880
Cost of sales		(4,483,178	)		(4,815,919	)
Gross profit		50,950			83,961

Operating expenses
General and administrative expenses		(334,371	)		(451,464	)
Total operating expenses		(334,371	)		(451,464	)

Loss from operations		(283,421	)		(367,503	)

Other income		25,804			195,573
Loss before income taxes		(257,617	)		(171,930	)

Income tax expense		–			(124,146	)
Net loss		(257,617	)		(296,076	)

Less: Net loss attributable to non-controlling interests		(9,600	)		(7,500	)
Net loss attributable to the company		(248,017	)		(288,576	)

Comprehensive Income
Net loss		(257,617	)		(296,076	)
Foreign currency translation (loss) gain		(2,838	)		57,307
Total comprehensive loss		(260,455	)		(238,769	)

Less: Net loss attributable to non-controlling interests		(9,600	)		(7,500	)
Less: Foreign currency translation loss attributable to non-controlling interest		(423	)		1,878
Comprehensive loss attributable to the Company		(250,432	)		(233,147	)

Loss per share
Basic		(0.0175	)		(0.0241	)
Diluted		(0.0175	)		(0.0241	)

Weighted average number of common shares outstanding
Basic		14,159,761			11,956,987
Diluted		14,159,761			11,956,987

See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed 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,
	2025			2024
	$			$
Cash flows from operating activities:
Net loss		(257,617	)		(296,076	)
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation expenses		33,674			22,559
Deferred income tax		–			(922	)
Amortization of intangible assets		4,076			4,076
Gain on disposal of financial assets at FVTPL		(3	)		–
Gain on fair value change of financial assets at FVTPL		–			(2,409	)
Share-based compensation		–			14,999
Changes in operating assets and liabilities:
Accounts receivable, net		11,262			(4,171	)
Inventories		(9,936	)		–
Advance to suppliers		6,672			–
Prepaid expenses and other assets, net		48,927			(117,346	)
Other non-current assets		3,076			69
Accounts payable		13,717			–
Advance from customers		5,802			–
Other payables and accrued liabilities		30,905			116,070
Income tax payable		(14,083	)		–
Subtract non-cash gain (loss) on warrant liability		8,426			(197,843	)
Net cash used in operating activities		(115,102	)		(460,994	)

Cash flows from investing activities:
Net cash inflow from acquisition of a subsidiary		–			201,863
Proceeds from gain on disposal of financial assets at FVTPL		213			–
Net cash provided by investing activities		213			201,863

Cash flows from financing activities:
Repayment of short-term bank loan		–			(60,678	)
Proceeds from issuance of common stock		150,000			–
Repayment of secured other borrowings		(1,817	)		–
Net cash provided by (used in) financing activities		148,183			(60,678	)

Effect of exchange rate changes on cash and cash equivalents		14,316			52,006
Net increase (decrease) in cash and cash equivalents		47,610			(267,803	)
Cash and cash equivalents at beginning of period		484,161			1,229,580
Cash and cash equivalents at end of period		531,771			961,777

See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements.

NOCERA, INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Stated in US Dollars except Number of Shares)

(UNAUDITED)


	Common Stock			Preferred stock				Additional Paid-in		Statutory and other		Accumulated			Accumulated Other Comprehensive			Total Nocera Inc.’s Shareholders’			Non- controlling			Total Shareholders’
	Stock	Amount		Stock		Amount		Capital		Reserves		Losses			Loss			Equity			Interests			Equity
			$				$		$		$		$			$			$			$			$
Balance as of January 1, 2024	11,156,987		11,157		80,000		80		21,931,112		191,219		(18,868,420	)		98,906			3,364,054			84,325			3,448,379
Foreign currency translation Adjustments	–		–		–		–		–		–		–			(57,307	)		(57,307	)		(3,288	)		(60,595	)
Common stock issuance	1,800,000		1,800		–		–		1,978,200		–		–			–			1,980,000			–			1,980,000
Share-based compensation	–		–		–		–		14,999		–		–			–			14,999			–			14,999
Net loss	–		–		–		–		–		–		(288,576	)		–			(288,576	)		(7,500	)		(296,076	)
Balance as of March 31, 2024	12,956,987		12,957		80,000		80		23,924,311		191,219		(19,156,996	)		41,599			5,013,170			73,537			5,086,707



Balance as of January 1, 2025	14,047,539		14,047		80,000		80		25,200,265		191,219		(21,238,881	)		12,415			4,179,145			40,434			4,219,579
Foreign currency translation Adjustments	–		–		–		–		–		–		–			2,838			2,838			(423	)		2,415
Common stock issuance	200,000		200		–		–		149,800		–		–			–			150,000			–			150,000
Net loss	–		–		–		–		–		–		(248,017	)		–			(248,017	)		(9,600	)		(257,617	)
Balance as of March 31, 2025	14,247,539		14,247		80,000		80		25,350,065		191,219		(21,486,898	)		15,253			4,083,966			30,411			4,114,377

See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed 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 Meixin Institutional Food Development Co., Ltd. (“Meixin”) that is controlled through contractual arrangements. The Company, GSI, GZ GST and Mexin 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 with 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 operations.

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 led to the termination by Nocera of its relationship with its former variable interest entity, 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 wherein all claims as to GZ WFH’s debt (claim to shares in Nocera 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) waived 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 10.8.

The VIE Agreements with XFC

On December 31, 2020, we exchanged 466,667 (post-split) shares of our restricted common stock to stockholders of Xin Feng Construction Co., Ltd., a Taiwan limited liability company (“XFC”), in exchange for 100% controlling interest in XFC. We also entered into contractual arrangements with a stockholder of XFC, that enabled us to have the power to direct the activities that most significantly affects the economic performance of XFC and receive the economic benefits of XFC that could be significant to XFC. On November 30, 2022, we entered into a Purchase of Business Agreement with Han-Chieh Shih (the “Purchaser”), in which we sold our controlling interest of XFC, to the Purchaser for a total purchase cash price of $300,000 (the “XFC Sale”). The closing of the XFC Sale occurred on November 30, 2022 and the XFC variable interest entity (“VIE”) agreements were terminated in connection with the XFC Sale.

The VIE Agreements with Meixin

On September 7, 2022, we entered into a series of contractual agreements (collectively, the “Meixin VIE Agreements”) with the majority stockholder (the “Selling Stockholder”) of Meixin Institutional Food Development Co., Ltd., a Taiwan corporation and a food processing and catering company (“Meixin”), and Meixin, of which we purchased 80% controlling interest of Meixin for $4,300,000. The Meixin VIE Agreements essentially confer control and management of Meixin as well as substantially all of the economic benefits of the Selling Stockholder in Meixin to us.

The VIE Agreements with Xinca

On January 31, 2024, we entered into a Variable Interest Entity Purchase Agreement (“Xinca Purchase Agreement”) with Zhejiang Xinca Mutual Entertainment Culture Media Co., Ltd. (“Xinca”), a domestic funded limited liability company registered in China (P.R.C). The Xinca Purchase Agreement was entered into by our wholly-owned subsidiary and foreign enterprise, Shanghai Nocera Culture Co., Ltd. (“WFOE”), through a series of contractual agreements (“VIE Agreements”), in which we exchanged 1,800,000 shares of our restricted common stock for a 100% controlling interest in Xinca. As a result, the Company has been determined to be the primary beneficiary of Xinca and Xinca became a variable interest entity (“VIE”) of the Company.

We have entered into the following contractual arrangements with stockholders of Xinca, which enable us to (1) have the power to direct the activities that most significantly affect the economic performance of Xinca, and (2) receive the economic benefits of Xinca that could be significant to Xinca. We are fully and exclusively responsible for the management of Xinca, assume all of the risk of losses of Xinca, and have the exclusive right to exercise all voting rights of Xinca’s stockholders. Therefore, in accordance with ASC 810 “Consolidation,” we are considered the primary beneficiary of Xinca and have consolidated Xinca’s assets, liabilities, results of operations, and cash flows in the accompanying consolidated financial statements.

(1)

Voting Rights Proxy Agreement & Power of Attorney

Zong Hui and Upward Software (Shanghai) Co., Ltd. (the “Existing Stockholders”) have irrevocably authorized us, or the individual then designated by us (the “Attorney”), to exercise, on their behalf, the following rights available to them in their capacity as stockholders of Xinca under the then-effective articles of association of Xinca (collectively, the “Powers”): (a) to propose the convening of, and attend, stockholders’ meetings in accordance with the articles of association of Xinca on behalf of the Existing Stockholders; (b) to exercise voting rights on behalf of the Existing Stockholders 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 Xinca, and the sale or transfer of all or part of the equity held by stockholders in Xinca; (c) to exercise other stockholders’ voting rights under the articles of association of Xinca (including any other stockholders’ voting rights stipulated upon an amendment to such articles of association); and (d) other voting rights that stockholders shall enjoy under the laws of the People’s Republic of China (“China”), as amended, revised, supplemented, and re-enacted, regardless of 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 unless we issue a written notice requesting the replacement of the Attorney. In such event, the Existing Stockholders shall immediately appoint such other person as we designate 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

We agree to provide technical consulting and services, including management consulting services, general and financial advisory services, and various general and administrative services (collectively, the “Target Business”), to Xinca as its exclusive technical consulting and service provider in accordance with the terms set forth in this Agreement. Xinca agrees to accept the technical consulting and services provided by us. Xinca further agrees that, without our prior written consent, it shall not accept any technical consulting or services identical or similar to the Target Business from any third party during the term of this Agreement.

(3)

Equity Pledge Agreement

Under the Equity Interest Pledge Agreement between us and Zong Hui and Upward Software (Shanghai) Co., Ltd., the stockholders of Xinca have pledged all of their equity interests in Xinca to us to guarantee the performance of Xinca’s obligations under the Exclusive Business Cooperation Agreement. Under the terms of the agreement, in the event that Xinca or the stockholders breach their respective contractual obligations under the Exclusive Business Cooperation Agreement, we, as the pledgee, will be entitled to certain rights, including, but not limited to, the right to collect dividends generated by the pledged equity interests.

(4)

Exclusive Call Option Agreement

Xinca and its stockholders, Zong Hui and Upward Software (Shanghai) Co., Ltd., have entered into an Exclusive Call Option Agreement with us. Under this agreement, the Xinca stockholders have irrevocably granted us (or our designee) an exclusive option to purchase, to the extent permitted under the laws of China, part or all of their equity interests in Xinca. According to the Exclusive Call Option Agreement, the purchase price shall be the minimum price permitted under applicable Chinese law at the time the share transfer occurs.

The Equity Purchase Agreements with SY Culture

On April 14, 2024, we entered into a Equity Purchase Agreement with Hangzhou SY Culture Media Co. Ltd. (“SY Culture Purchase Agreement”), a domestic funded limited liability company registered in China (P.R.C). The SY Culture Purchase Agreement was entered into by our wholly-owned subsidiary and foreign enterprise, Gui Zhou Grand Smooth Technology Ltd. (“WFOE”), in which we exchanged 600,000 shares of our restricted common stock for a 100% equity in SY Culture.

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, 2024 filed with the SEC on May 6, 2025.

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, 2025, its consolidated results of operations for the three months ended March 31, 2025, cash flows for the three months ended March 31, 2025 and change in equity for the three months ended March 31, 2025, as applicable, have been made. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2024 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 three customers who represent 69.67% of the Company’s total revenue for the three months ended March 31, 2024. There were four customers who represent 84.6% of the Company’s total revenue for the three months ended March 31, 2025.

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


	March 31, 2025		March 31, 2024
	(Unaudited)		(Audited)
Percentage of the Company’s accounts receivable
Customer A		21.46%		36.78%
Customer B		24.24%		–
Customer C		18.41%		–
Customer D		20.49%		–
Customer E		–		17.82%
Customer F		–		15.07%
		84.6%		69.67%

The following table sets forth a summary of single suppliers who represent 10% or more of the Company’s total purchase:

	March 31, 2025		March 31, 2024
	(Unaudited)		(Audited)
Percentage of the Company’s purchase
Supplier A		10.12%		–
Supplier B		12.40%		–
Supplier C		17.60%		–
Supplier D		11.96%		–
Supplier E		–		13.72%
Supplier F		–		12.47%
Supplier G		–		12.85%
Supplier H		–		11.24%
Supplier I		–		12.24%
		52.08%		62.52%

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 mainly offers and generates revenue from the fish trading business, bento box and fruit and vegetable processing business, and E-commerce live streaming business. Revenue recognition policies are discussed as follows:

Aquatic product trading revenue

The Company engages in the trading of fish, primarily eels. Revenue is generated when the Company receives customer orders specifying product types and requirements. Upon receiving an order, the Company arranges the harvesting of the eels, inspects the products to ensure compliance with the customer’s specifications, and coordinates delivery. Revenue is recognized at a point in time when control of the goods is transferred to the customer, typically upon delivery, which is the point at which the performance obligation is satisfied.

Bento box and produce processing revenue

The Company also operates a bento box and fresh produce processing business, primarily involving vegetables and fruits. The revenue recognition model for this segment is similar to the aquatic product trading business. Upon receiving customer orders, the Company processes and packages the required food or agricultural products, ensures product quality and conformity to order specifications, and arranges delivery. Revenue is recognized at a point in time, generally upon the transfer of the processed goods to the customer.

E-commerce live-streaming commission revenue

The Company acts as an agent in facilitating the sale of third-party products through live-streaming e-commerce platforms. The Company does not take control of the goods sold, and commission revenue is recognized on a net basis. Revenue is recognized at the point in time when the underlying product is sold and shipment is confirmed by the seller, which indicates the Company has fulfilled its performance obligation of facilitating the sale.

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

As of March 31, 2025 and December 31, 2024, accounts receivable consisted of the following:

Schedule of accounts receivable
	March 31, 2025		December 31, 2024
	(Unaudited)		(Audited)
	$		$
Accounts receivable		134,106		144,509
Total		134,106		144,509

Note 4 INVENTORIES

As of March 31, 2025 and December 31, 2024, inventories consisted of the following:

Schedule of inventories
	March 31, 2025		December 31, 2024
	(Unaudited)		(Audited)
	$		$
Raw materials		9,608		–
Total		9,608		–

Note 5 ADVANCE TO SUPPLIERS

Balances of advances to suppliers were $1,732 and $8,404 as of March 31, 2025 and December 31, 2024, respectively, which represented prepayments to suppliers for raw materials.

Note 6 PREPAID EXPENSES AND OTHER ASSETS, NET


	March 31, 2025		December 31, 2024
	(Unaudited)		(Audited)
	$		$
Prepaid Expenses		41,623		43,158
Other receivables from third party		556,576		600,011
Prepaid expenses and other assets, net		598,199		643,169

Other receivables as of March 31, 2025 and December 31, 2024 were $598,199 and $643,169, respectively. Other receivables include e-commerce live stream receivables for goods and e-commerce sales deposit.

Other receivables from third parties primarily consist of amount due from third parties of $345,980, e-commerce live stream sales deposits of $5,487, and outstanding loans to certain employees totaling $15,326 from Xinca and $187,646 from SY Media, related to the Company’s participation in live stream events. These receivables are expected to be collected within normal payment cycles and are considered part of ongoing operations. Additionally, $1,106 relates to prior-year receivables from GZ GSI for fish sales in China. Management does not expect any collection issues.

Note 7 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

The fair value of each investment in equity instrument to be measured at fair value through profit or loss is as follows:


	March 31, 2025		December 31, 2024
	(Unaudited)		(Audited)
Financial assets mandatorily measured at fair value through profit or loss	$		$
Funds		–		210
Total		–		210

Current		–		210
Non-Current		–		–
Total		–		210

Net gain on disposal of financial assets at FVTPL of $3 was recognized in the consolidated statement of profit or loss for the period ended March 31, 2025.

As of December 31, 2024, no financial assets at fair value through profit or loss were pledged with banks as collaterals.

Note 8 PROPERTY AND EQUIPMENT, NET

As of March 31, 2025 and December 31, 2024, property and equipment consisted of the following:

Schedule of property and equipment
	March 31, 2025			December 31, 2024
	(Unaudited)			(Audited)
	$			$
Land		877,870			877,870
Equipment		901,356			911,280
Less: Accumulated depreciation		(437,166	)		(397,305	)
Property and equipment, net		1,342,060			1,391,845

Depreciation expenses for the three months ended March 31, 2025 and 2024 were $33,674 and $22,559, respectively.

Note 9 GOODWILL AND OTHER INTANGIBLE ASSETS

As of March 31, 2025 and December 31, 2024, goodwill consisted of the following:

Goodwill

Schedule of goodwill
	March 31, 2025			December 31, 2024
	(Unaudited)			(Audited)
	$			$
Goodwill - Meixin		3,905,735			3,905,735
Goodwill - Xinca		1,351,703			1,351,703
Goodwill - SY Media		230,015			230,015
Less: Impairment		(3,409,725	)		(3,409,725	)
Goodwill, net		2,077,728			2,077,728

Customer relations

Schedule of customer relations
	March 31,			December 31,
	2025			2024
	(Unaudited)			(Audited)
	$			$
Acquisitions		135,325			135,325
Less: Accumulated amortization		(41,576	)		(37,500	)
Customer relations, net		93,749			97,825

Note 10 OTHER BORROWINGS

Others loans consisted of the following:

Schedule of other loans
	March 31, 2025		December 31, 2024
	(Unaudited)		(Audited)

Secured car loan from CITIC Bank wholly repayable	$	28,868	$	30,417
Total secured car loan wholly repayable within 1 year		28,868		6,631
Secured car loan from CITIC Bank wholly repayable more than 1 year		–		23,786
Total	$	28,868	$	30,417

Note 11 WARRANTS

On April 1, 2021, the Company entered into a securities purchase agreement with certain investors for an aggregate of 80,000 shares of its preferred stock at a per share purchase price of $2.50. As part of the transaction, the investors received one Class C warrant and one Class D warrant for the subscription of each preferred share. The Class C warrants consist of the right to purchase up to 80,000 shares of the Company’s common stock at an exercise price of $2.50 per share exercisable for 36 months from the date of inception. The Class D warrants consist of the right to purchase up to 80,000 shares of the Company’s common stock at an exercise price of $5.00 per share exercisable for 36 months from the date of inception. The subscription was completed on August 10, 2021.

On September 27, 2021, the Company entered into another securities purchase agreement with the same investors, pursuant to which the Company issued in a registered direct offering, an aggregate of 48,000 shares of common stock of the Company at a per share purchase price of $2.50. In addition, the investors also received one Class C warrant and one Class D warrant for the subscription of each preferred share. The Class C warrants consist of the right to purchase up to 80,000 shares of the Company’s common stock at an exercise price of $2.50 per share exercisable for 36 months from the date of inception. The Class D warrants consist of the right to purchase up to 80,000 shares of the Company’s common stock at an exercise price of $5.00 per share exercisable for 36 months from the date of inception.

In connection with the public offering and pursuant to a registration statement on Form S-1, amended (File No. 333-264059), originally filed with the SEC on April 1, 2022, and declared effective by the SEC on August 10, 2022 (the “Registration Statement”), the public offering price of each Unit was $3.50, and each unit consisting of one share of common stock and a warrant to purchase two shares of common stock from the date of issuance until the fifth anniversary of the date of issuance. The Shares and the Warrants comprising the Units were immediately separable and issued separately in the Offering, which closed on August 15, 2022.

In connection with the public offering and pursuant to the underwriting agreement between us and the underwriters named therein, we granted the underwriters a 45-day option to purchase up to 282,000 additional shares of common stock and warrants, equivalent to 15% of the Units sold in the public offering, at the public offering price per Unit, less underwriting discounts and commissions, to cover over-allotments, if any. On September 23, 2022, the underwriters exercised their option to purchase an additional 282,000 warrants from us for gross proceeds of $2,820. The warrants were issued to the underwriters on September 26, 2022.

The exercise price of the Warrants shall be decreased to the reset price, which means the greater of (i) 50% of the exercise price and (ii) 100% of the last volume weighted average price immediately preceding the 90th calendar day following the initial issuance date (the greater of (i) and (ii), the “Reset Price”) if, on the date that is 90 calendar days immediately following the initial issuance date, the Reset Price is less than the exercise price on that date.

The following is a reconciliation of the beginning and ending balances of warrants liability measured at fair value on a recurring basis using Level 3 inputs:

Schedule of warranty liability activity
	March 31, 2025		December 31, 2024
	(Unaudited)		(Audited)
	$		$
Balance at the beginning of period		76,847		874,116
Fair value change of warrants included in earnings		8,426		(797,269	)
Balance at the end of the period		85,273		76,847

The following is a summary of the warrant activities:

Number of

Warrants

Average

Exercise Price

Weighted

Average

Remaining

Contractual

Term in

Years

Outstanding as of January 1, 2025

2,239,870

2.14

2.63

Exercisable as of January 1, 2025

2,239,870

2.14

2.63

Granted

–

Exercised / surrendered

–

Expired

–

Outstanding as of March 31, 2025

2,239,870

2.14

2.38

Exercisable as of March 31, 2025

2,239,870

2.14

2.38

Note 12 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 development of advanced technology for water circulation in fish farming containers with original lease periods expiring between 2024 and 2025. 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, 2025 and March 31, 2024 were as follows:


	Statement of Income Location	Three months ended March 31, 2025		Three months ended March 31, 2024
		(Unaudited)		(Unaudited)
		$		$
Lease Costs
Operating lease expense	General and administrative expenses		18,573		18,791
Total net lease costs			18,573		18,791

Note 13 OTHER PAYABLES AND ACCRUED LIABILITIES


	March 31, 2025		December 31, 2024
	(Unaudited)		(Audited)
	$		$
Accrued Expenses		211,426		262,156
Others		184,367		114,504
Total		395,793		376,660

As of March 31, 2025, other payables and accrued expenses were $395,793, respectively, compared to $376,660 as of December 31, 2024.

As of March 31, 2025, other payables and accrued expenses were $184,367 and $211,426, respectively, compared to $114,504 and $262,156 as of December 31, 2024. The accrued expenses in both periods primarily relate to audit fees. Other payables mainly consisted of amounts related to e-commerce intermediary transactions, specifically payables arising from cross-border settlements with Chinese e-commerce platforms amounting to $176,374 as of March 31, 2025 and $100,379 as of December 31, 2024.

Note 14 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 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 Act (the “CARES Act”) 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 net operating loss (“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 the 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 was 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) for corporations. Assessable profits above HK$2 million (approximately $257,931) will continue to be subject to the rate of 16.5% for corporations. Because 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, 2021, 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 law.

In accordance with the relevant tax laws and regulations of the PRC, a company registered in the PRC is subject to income taxes within the PRC at the applicable tax rate on taxable income. All the PRC subsidiaries were subject to income tax at a rate of 25% for the year ended December 31, 2021. According to PRC tax regulations, the PRC net operating loss can generally carry forward for no longer than five years starting from the year subsequent to the year in which the loss was incurred.

Taiwan

The Company’s loss before income taxes is primarily derived from the operations in Taiwan and income tax expense is primarily incurred in Taiwan.

As a result of amendments to the “Taiwan Income Tax Act” enacted by the Office of the President of Taiwan on February 7, 2018, the statutory income tax rate increased from 17% to 20% and the undistributed earnings tax, or a surtax, decreased from 10% to 5% effective from January 1, 2018. As a result, the statutory income tax rate in Taiwan was 20% for the years ended August 31, 2021 and 2020. An additional surtax, of which rate was reduced from 10% to 5% being applied to the Company starting from September 1, 2018, is assessed on undistributed income for the entities in Taiwan, but only to the extent such income is not distributed or set aside as a legal reserve before the end of the following year. The 5% surtax is recorded in the period the income is earned, and the reduction in the surtax liability is recognized in the period the distribution to stockholders or the setting aside of legal reserve is finalized in the following year.

The components of the income tax expense are:

Schedule of income tax components
	Three months ended March 31,
	2025		2024
	(Unaudited)		(Audited)
	$		$
Current		–		124,146
Total income tax expense		–		124,146

The reconciliation of income taxes expenses computed at the Taiwan statutory tax rate (2022: at PRC statutory rate) applicable to income tax expense is as follows:


	Three months ended March 31,
	2025			2024
	(Unaudited)			(Audited)
Taiwan (2021-PRC) income tax statutory rate		20.00%			20.00%
Tax effect of non-deductible expenses		(14.51%	)		(11.84%	)
Tax effect of stock-based compensation		–%			(0.6%	)
Tax effect of non-taxable income		(1.60%	)		–%
Impact of different tax rates in other jurisdictions		–%			(0.02%	)
Others		(3.89%	)		(1.7%	)
Changes in valuation allowance		–%			(

Amendment: SEC Form 10-Q/A filed by Nocera Inc.