Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 OR ☐ 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 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 OR ☐ 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) (State or other jurisdiction of incorporati ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2024 OR ☐ 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 o ...

| --- | --- | |--------------------------------------------------|-------| | | | | Nocera, Inc. to Present at the 150th National | | | Investment Banking Association Conference Slated | | | for September 4-5 in Ft. Lauderdale, Fl. | | August 28, 2024 8:00 AM EDT | Source: National Investment Banking Association Taipei, Taiwan--(Newsfile Corp. - August 28, 2024) - Nocera, Inc. (NASDAQ: NCRA) ("Nocera" or the "Company"), a fully integrated sustainable seafood company focusing on manufacturing and operating la ...

Business Expansion and Acquisitions - As of September 30, 2021, the company launched its first RAS demo site in Taiwan and is promoting RASs while seeking cooperation with the local solar energy industry[101] - The company plans to sell over 5,000 tanks in the next five years, with production facilities to be established in Taiwan for sales into the Americas and European countries[106] - The company completed the acquisition of 229 acres of land in Montgomery County, Alabama, intending to build RASs for fish farming by the end of 2024[107] - On September 7, 2022, the company purchased an 80% controlling interest in Meixin Institutional Food Development Co., Ltd. for $4,300,000, gaining control and management of Meixin[101] - The company entered into a Variable Interest Entity Purchase Agreement with Zhejiang Xinca Mutual Entertainment Culture Media Co., Ltd., exchanging 1,800,000 shares for a 100% controlling interest[104] - The company plans to expand fish farming demo sites in Taiwan by adding 20 units of RAS eel farming equipment and build a catfish farm in the U.S.[107] - The company has ceased all operations in China and moved its technology and back-office operations to Taiwan, focusing on becoming a global leader in land-based aquaculture[99] Financial Performance - Revenue for the three months ended June 30, 2024, was $6,753,112, a 26.8% increase from $5,327,181 in the same period of 2023[177] - Gross profit for the three months ended June 30, 2024, was $45,787, up 23.1% from $37,235 in the comparable period in 2023[178] - General and administrative expenses decreased to $308,795 for the three months ended June 30, 2024, from $368,667 in the same period of 2023, a reduction of 16.2%[179] - Other income for the three months ended June 30, 2024, was $16,136, compared to an expense of $880 in the same period of 2023[180] - Income tax expense for the six months ended June 30, 2024, was $122,380, compared to $0 in the same period of 2023[181] - Net loss attributable to the company for the three months ended June 30, 2024, was $354,278, compared to a loss of $331,374 in the same period of 2023[176] - Comprehensive loss attributable to the company for the six months ended June 30, 2024, was $596,762, compared to a loss of $1,291,494 in the same period of 2023[176] - Revenue for the six months ended June 30, 2024, was $11,652,992, a 27.2% increase from $9,165,044 in the same period of 2023[177] - Gross profit for the six months ended June 30, 2024, was $129,748, up 22.5% from $105,891 in the comparable period in 2023[178] - The foreign currency translation gain for the six months ended June 30, 2024, was $244,941[177] - Net loss attributable to the Company for the three months ended June 30, 2024 was $354,278, compared to a net loss of $311,374 for the same period in 2023, indicating a worsening of approximately 13.8%[183] - For the six months ended June 30, 2024, the net loss attributable to the Company was $840,698, a significant improvement from a net loss of $1,299,022 in the comparable period in 2023, reflecting a decrease of approximately 35.3%[183] Cash Flow and Financial Position - Cash and cash equivalents as of June 30, 2024, were $586,424, down from $1,116,183 in 2023, representing a decrease of approximately 47.4%[143] - Net cash used in operating activities for the six months ended June 30, 2024 was $658,042, compared to $649,888 for the same period in 2023, showing a slight increase of approximately 1.8%[186] - The Company had a cash balance of $586,424 as of June 30, 2024, with stockholders' equity amounting to $803,618, indicating a stable financial position[184] - Net cash provided by investing activities was $212,007 for the six months ended June 30, 2024, a recovery from a net cash outflow of $1,057,870 in the same period in 2023[188] - The Company plans to build land-based fish farming demo sites in Taiwan, the U.S., and Brazil, which will require additional capital for construction, marketing, and operations[189] - The Company is focused on growing its existing product offerings and customer base to increase revenues, while also controlling cash expenses as a percentage of expected revenue[184] - Future business demands may lead to cash utilization at levels greater than recently experienced, indicating potential liquidity challenges[184] - The Company may need to raise additional capital in the future, but there is no assurance that it will be able to do so on acceptable terms[184] Accounting and Financial Reporting - Accounts receivable are stated at the original amount less an allowance for doubtful accounts, which is assessed based on various factors including aging and economic trends[144] - Inventories are valued at the lower of cost or net realizable value, with costs determined using the weighted average method[147] - Property and equipment are recorded at cost less accumulated depreciation, with depreciation calculated using the straight-line method over estimated useful lives[148] - Goodwill is tested for impairment annually, with the last assessment date being October 1st, and is recognized when the estimated fair value of a reporting unit is less than its carrying amount[153] - Share-based compensation is measured based on the grant date fair value, utilizing the Black-Scholes pricing model, which incorporates various subjective assumptions[155] - The company recognizes an impairment loss for long-lived assets when the carrying amount exceeds the estimated undiscounted future cash flows expected from the assets[159] - Financial assets are classified into categories such as FVTPL, FVTOCI, and amortized cost, with specific measurement criteria for each category[129] - The loss allowance for accounts receivable is measured at an amount equal to lifetime expected credit losses, reflecting the credit risk since initial recognition[135] - The company applies ASC Topic 820 for fair value measurements, establishing a hierarchy based on observable and unobservable inputs[139] - The acquisition method of accounting requires the Company to make estimates and assumptions regarding fair values, which could materially impact its results of operations and financial position[191] Operational Challenges - The company’s operations are significantly impacted by geopolitical conditions, trade disputes, and inflation, which may affect profit margins and operational stability[110] - The company is actively working to resolve complexities related to the Zhe Jiang Acquisition and will file a Current Report on Form 8-K upon consummation[103]

Business Expansion and Operations - As of September 30, 2021, the company launched its first RAS demo site in Taiwan and is currently promoting RASs while seeking cooperation with the local solar energy industry[124]. - The company plans to sell over 5,000 tanks in the next five years, with production facilities to be established in Taiwan and sales targeted at the Americas and European countries[129]. - The company intends to expand fish farming demo sites in Taiwan by adding 20 units of RAS eel farming equipment and build a catfish farm in the U.S. by the end of 2024[130]. - On September 7, 2022, the company acquired an 80% controlling interest in Meixin Institutional Food Development Co., Ltd. for $4,300,000[125]. - The company completed the acquisition of 229 acres of land in Montgomery County, Alabama, for building RASs for fish farming[130]. - The company has ceased all operations in China and moved its technology and back-office operations to Taiwan as of October 2020[121]. - The company is targeting Taiwan government-supported solar fish farms and plans to expand its sales and marketing model through online marketing and data intelligence[128]. - The company aims to enhance market penetration through the establishment of its own fish farms and diversify revenue streams through various sales channels[130]. - The company is poised to grow its existing operations in Taiwan and expand into North and South America[122]. - The company plans to build land-based fish farming demo sites in multiple countries, requiring additional capital for construction, marketing, and operations[220]. Financial Performance - Revenue for the three months ended March 31, 2024, was $4,899,880, an increase of 27.7% compared to $3,837,863 for the same period in 2023[204]. - Gross profit for the three months ended March 31, 2024, was $83,961, up from $68,656 in the comparable period, reflecting a significant increase in gross profit margin due to enhanced fish trading and e-commerce live-stream sales[206]. - General and administrative expenses decreased to $451,465 for the three months ended March 31, 2024, compared to $1,059,337 for the same period in 2023, primarily due to reduced legal and consulting fees[207]. - Net loss attributable to the company for the three months ended March 31, 2024, was $486,420, a decrease from a net loss of $987,648 in the comparable period, indicating improved financial performance[209]. - The company reported a foreign currency translation gain of $57,307 for the three months ended March 31, 2024[205]. Cash Flow and Capital Management - Cash and cash equivalents as of March 31, 2024, were $961,777, down from $1,460,504 in 2023, representing a decrease of approximately 34.2%[166]. - Net cash used in operating activities for the quarter ended March 31, 2024, was $460,993, compared to $364,370 for the same period in 2023[216]. - The cash balance as of March 31, 2024, was $461,515, with management believing this will be sufficient to meet working capital requirements for at least one year[211]. - The company had net cash provided by investing activities of $201,863 for the three months ended March 31, 2024, contrasting with a net cash used of $1,058,821 in the same period of 2023[216]. - Net cash used in financing activities amounted to $60,678 for Q1 2024, up from $41,137 in Q1 2023, primarily due to bank loan repayments[219]. - Shareholders are committed to providing additional financing for capital raising efforts, although success in raising this capital is not guaranteed[220]. Accounting and Financial Reporting - The company recognizes impairment losses for long-lived assets when the carrying amount exceeds the estimated undiscounted future cash flows expected from the assets[186]. - The company applies ASC Topic 820 for fair value measurements, which includes a hierarchy of valuation techniques based on observable and unobservable inputs[161][162]. - Goodwill is tested for impairment annually, with any impairment charge recognized only when the estimated fair value of a reporting unit is less than its carrying amount[178]. - The company has early adopted ASU 2014-09 for revenue recognition, which requires revenue to reflect the transfer of promised goods or services to customers[188]. - Financial assets are classified into categories such as FVTPL, FVTOCI, and amortized cost, with specific measurement requirements for each category[152]. - The loss allowance for expected credit loss is recognized for financial assets at amortized cost and investments in debt instruments measured at FVTOCI[156]. - The company derecognizes financial assets when contractual rights to cash flows expire or when it transfers the asset along with substantial risks and rewards[159]. - The company uses the Black-Scholes pricing model to value share-based compensation, incorporating estimates of volatility and other factors[182]. - The company accounts for business acquisitions under ASC 805, measuring acquisition costs based on fair values of transferred assets and assumed liabilities[222]. - Estimates and assumptions regarding fair values of acquired assets may impact future financial results, including potential impairment charges[223]. - The company is classified as a "smaller reporting company" and is not required to provide certain market risk disclosures[225].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 OR ☐ 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 juris ...

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 SEPTEMBER 30, 2023 OR ☐ 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 o ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 OR ☐ 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 Securities regis ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023 OR ☐ 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) (State or other jurisdiction of i ...