NOCERA, INC.
For the period ended Dec 31, 2024. Filed May 6, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed May 6, 2025
NCRA$1.43+4.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-04-01.
0001683168-24-002037
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-K
Period ended 2024-12-31; filed 2025-05-06.
0001683168-25-003186
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 132 previous paragraphs and 143 current paragraphs.
104 unchanged; 18 reworded; 19 added; 9 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 15 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (19)
Current report
In 2024, we initiated the e-commerce business in China, utilizing platforms like Douyin to expand our retail reach, utilizing interactive content and livestream shopping to drive engagement and sales. By integrating social commerce with our seafood resources, we enhance pricing advantages and optimize margins, strengthening our position in the evolving retail landscape.
Current report
Property and Equipment
Current report
Restatement of Previously Issued Interim Financial Statements
Current report
In connection with the preparation of this Annual Report for the year ended December 31, 2024, we identified and corrected certain errors in our previously issued unaudited condensed consolidated financial statements for the quarters ended March 31, June 30, and September 30, 2024.
Current report
Specifically, we inadvertently failed to perform the required fair value remeasurement of our warrant liabilities at the end of each of the first three quarters of 2024, as required by applicable accounting guidance. Additionally, certain assets and liabilities were misclassified between non-current assets and current liabilities during those periods, which required correction and reversal.
Current report
The impact of the fair value adjustment was material and resulted in a change from a net loss to net income in the affected quarters, along with a corresponding change from a loss per share to positive earnings per share. The impact of the misclassification of assets and liabilities reduced both total assets and total liabilities by $368,504.
Current report
These corrections are reflected in the accompanying consolidated financial statements and related disclosures, and supersede the previously filed interim financial results. See Note 3 to the consolidated financial statements for further detail.
Current report
Revenueof the Company for the three months ended December 31, 2024 was approximately $3,997,039 million compared to approximately $7,467,601 million for the comparable period in 2023. For the three months ended December 31, 2024, SY Culture and Xinca generated $27,631 and $40,936, respectively.
Current report
The decrease in revenue from $7.4 million in 2023 to $3.9 million in 2024 is primarily attributed to a downturn in the fish market in Taiwan. Specifically, the significantly low eel fry catch in 2022 and 2023 has led to a substantial reduction in the availability of market-size eels, impacting overall sales performance. Also, during the third quarter of 2024, Taiwan experienced a significant number of typhoons and other natural disasters. These adverse events negatively impacted the fish farming industry, leading to a decline in overall market production. We believe these environmental factors are critical to understanding the fluctuations in production during the period. To address this challenge and improve revenue, we are actively developing the cultivation of alternative aquaculture species to diversify our product offerings. Additionally, we are expanding and strengthening various sales channels to enhance market reach and drive revenue growth.
Current report
Looking ahead, we anticipate that these adverse factors may continue to impact our operating results in the near term. The limited eel fry catch in previous years is expected to have residual effects on eel availability in future periods, which may constrain revenue growth. Furthermore, the increased frequency and severity of natural disasters present an ongoing risk to production stability in the aquaculture industry.
Current report
Gross profit for the three months ended December 31, 2024 was $170,382, compared to $37,699 for the comparable period in 2023. The increase was primarily because there was an increase in demands of the sales through e-commerce business for the three months ended December 31, 2024.
Current report
General and administrative expenses were $900,395, for the three months ended December 31, 2024, compared to approximately $583,537 for the comparable period in 2023. This increase was primarily due to the increase of consulting fees and salary expenses for the three months ended December 31, 2024.
Current report
During the year ended December 31, 2024, the Company recorded a fair value adjustment related to its outstanding warrant liabilities, resulting in a non-cash gain of $797,269 for the year. These warrants are classified as liabilities pursuant to ASC 815 and are remeasured at fair value each reporting period, with changes recognized in the consolidated statements of operations.
Current report
In connection with the restatement disclosed in Note 4 to the consolidated financial statements, the Company revised its previously issued financial statements for the year ended December 31, 2023 and the quarters ended March 31, June 30, and September 30, 2024, to correct the accounting treatment for the warrant liabilities. The restatements resulted in changes to the fair value adjustments recognized in each quarter as follows:
Current report
The fair value of the warrants is sensitive to several key inputs, including the Company’s stock price, expected volatility, risk-free rate, and remaining life of the instruments. These fair value adjustments do not affect the Company’s cash flows but may cause fluctuations in reported net income or loss in future periods.
Current report
The Company anticipates that its primary source of liquidity over the next twelve months will be capital raised through financing activities. We currently expect to raise approximately $40 million through a combination of equity issuance, a leveraged buyout transaction, and debt financing. These funds are intended to support our capital-intensive strategic initiatives, including business combinations and acquisitions aligned with our long-term growth strategy.
Current report
On the cash outflow side, we expect to utilize approximately $5.9 million to support operating activities over the next twelve months. This includes an estimated $5.0 million allocated to operating costs related to our fish business, $0.7 million for general and administrative expenses, and $0.2 million for marketing and promotional efforts associated with our e-commerce platform. In addition to operating needs, we plan to allocate approximately $30 million toward capital expenditures, primarily for business combination and acquisition transactions. These planned investments are considered critical to the Company’s growth objectives and are expected to be financed through the aforementioned capital raising efforts.
Current report
Management believes that the anticipated financing arrangements will provide sufficient liquidity to meet our obligations as they come due and to fund the Company’s ongoing and planned strategic initiatives over the next twelve months.
Current report
Net cash provided by investing activities was $211,801 for the year ended December 31, 2024, which were primarily attributable to the available-for-sale financial assets.
Removed paragraphs (9)
Previous report
Effects of COVID-19
Previous report
COVID-19 has globally resulted in the loss of life, business closures, restrictions on travel and widespread cancellation of social gatherings. The initial spread of COVID-19 in Asia caused some business disruption resulting in reduced net revenue in December 2019. Even though the COVID-19 pandemic has ended, there continues to be considerable uncertainty around any future COVID-19 outbreak and its resultant economic effects. Therefore, we expect this matter to negatively impact our operating results for the foreseeable future if there is any future COVID-19 outbreak.
Previous report
The extent to which any future COVID-19 outbreak impacts our business will depend on future developments, which are highly uncertain and cannot be predicted at this time, including:
Previous report
In addition, COVID-19 has adversely affected global economies and financial markets, and similar public health threats could do so in the future.
Previous report
Substantially all our revenues were concentrated in Taiwan pending expansion into other international markets. Consequently, our results of operations will likely be adversely, and may be materially affected, to the extent that any future COVID-19 outbreak or any epidemic harms Taiwan's economy and society and the global economy in general. Any potential impact to our results will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of any future COVID-19 outbreak and the actions taken by government authorities and other entities to contain any future COVID-19 outbreak or treat its impact, almost all of which are beyond our control. If the disruptions posed by any future COVID-19 outbreak or other matters of global concern continue for an extensive period of time, the operations of our business may be materially adversely affected.
Previous report
To the extent any future COVID-19 outbreak or a similar public health threat has an impact on our business, it is likely to also have the effect of heightening many of the other risks described in the “Risk Factors” section of Part I Item 1A.
Previous report
Property and Equipment, Net
Previous report
Net cash provided by (used in) operating activities
Previous report
Net cash used in investing activities was $4,030,834 for the year ended December 31, 2022 which were primarily cash paid for acquisition of a subsidiary.
Reworded paragraphs (18)
Previous wording
Cash and cash equivalents include all cash on hand and cash in bank with no restrictions. The balance of cash as of December 31, 2023 and 2022 were $1,229,580 and $2,906,074, respectively.
Current wording
Cash and cash equivalents include all cash on hand and cash in bank with no restrictions. The balance of cash as of December 31, 2024, and 2023 were $484,161 and $1,229,580, respectively.
Previous wording
A variable interest entity ("VIE") is an entity (investee) is an entity in which the investor has obtained a controlling interest even if it has less than a majority of voting rights, according to the Financial Accounting Standards Board (FASB). A VIE is subject to consolidation if a VIE meets one of the following three criteria as elaborated in ASC Topic 810-10, Consolidation:
Current wording
A variable interest entity is an entity (investee) is an entity in which the investor has obtained a controlling interest even if it has less than a majority of voting rights, according to the Financial Accounting Standards Board (FASB). A VIE is subject to consolidation if a VIE meets one of the following three criteria as elaborated in ASC Topic 810-10, Consolidation:
Previous wording
Our reporting currency is the United States dollar ("US$"). The functional currency of our VIE in Taiwan is Taiwan New Dollar ("TWD"), and the functional currency of our Hong Kong subsidiary is Hong Kong dollars ("HK$"). The functional currency of PRC companies is the Renminbi ("RMB"). In the consolidated financial statements, the financial information of our subsidiary and the consolidated VIE has been translated into US$. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, except for changes in accumulated deficit during the year which is the result of income statement translation process, and revenue, expense, gains or losses are translated using the average exchange rate during the year. Translation adjustments are reported as foreign currency translation adjustments and are shown as a separate component of other comprehensive income or loss in the consolidated statements of changes in equity and comprehensive (loss) income. The exchange rates as of December 31, 2023 and 2022 are 7.1258 and 6.9646, respectively. The annual average exchange rates for the year ended December 31, 2023 and 2022 are 7.1162 and 6.7208, respectively.
Current wording
Our reporting currency is the United States dollar (“US$”). The functional currency of our VIE in Taiwan is Taiwan New Dollar (“TWD”), and the functional currency of our Hong Kong subsidiary is Hong Kong dollars (“HK$”). The functional currency of PRC companies is the Renminbi (“RMB”). In the consolidated financial statements, the financial information of our subsidiary and the consolidated VIE has been translated into US$. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, except for changes in accumulated deficit during the year which is the result of income statement translation process, and revenue, expense, gains or losses are translated using the average exchange rate during the year. Translation adjustments are reported as foreign currency translation adjustments and are shown as a separate component of other comprehensive income or loss in the consolidated statements of changes in equity and comprehensive (loss) income. The exchange rates as of December 31, 2024, and 2023 are 7.3512and 7.1258, respectively. The annual average exchange rates for the year ended December 31, 2024, and 2023 are 7.2391 and 7.1162, respectively.
Previous wording
Revenue of the Company for the year ended December 31, 2023 was approximately $23.9 million compared to approximately $14.1 million for the comparable period in 2022. The revenue for the year ended December 31, 2023 was mostly generated from Meixin catering business and the fish trading business from NTB with the revenue of $8.9 million and $14.9 million, respectively. The revenue for the year ended December 31, 2022 was mostly made from the catering business from Meixin and the fish trading business from NTB.
Current wording
Revenue of the Company for the year ended December 31, 2024 was approximately $17.01 million compared to approximately $23.9 million for the comparable period in 2023. The revenue for the year ended December 31,2024, was mostly decreased from Meixin catering business and the fish trading business from NTB with the revenueof $4.8 million and $11.8 million, respectively. For the year ended December 31, 2024, SY Culture and Xinca generated $93,041 and $251,992, respectively.
Previous wording
For the year ended December 31, 2023 and 2022, our foreign currency translation gain was $27,079 and foreign currency translation loss was $89,688 of sales and income, respectively.
Current wording
For the year ended December 31, 2024 and 2023, our foreign currency translation gain was $86,491 and foreign currency translation gain was $4,688 of sales and income, respectively.
Previous wording
Gross profit for the year ended December 31, 2023 was approximately $194,959, compared to approximately $255,966 for the comparable period in 2022. The gross profit for the year ended December 31, 2022 was mostly generated from Meixin catering business and the fish trading business from NTB with the revenue of approximately $110,000 and $82,000, respectively. The decrease of gross profit margin was mainly because in 2023, we had increased the fish trading business and decrease the revenue of the catering business of Meixin that leads to the decrease of revenue recognition.
Current wording
Gross profit for the year ended December 31,2024 was approximately $334,261, compared to approximately $194,959 for the comparable period in 2023. The gross profit for the year ended December 31, 2024 was mostly generated from Meixin catering business and Xinca e-commerce business with the gross profit of approximately $63,554 and $183,358, respectively. The increase was primarily because there was an increase in demands of the sales through e-commerce business for the year ended December 31, 2024.
Previous wording
The operating loss incurred in NTB fish trading business is primarily attributed to administrative expenses, amounting to approximately $288,331. We are confident that profitability can be achieved by optimizing management expenses and enhancing profit margins.
Current wording
The operating loss incurred in NTB fish trading business is primarily attributed to administrative expenses, amounting to approximately $2,042,581. We are confident that profitability can be achieved by optimizing management expenses and enhancing profit margins.
Previous wording
General and administrative expenses were $2.2 million, for the year ended December 31, 2023, compared to $2.7 million for the comparable period in 2022. The decrease in general and administrative expenses was mainly due to the decrease expenses of XFC in 2023.
Current wording
General and administrative expenses were $2.1 million, for the year ended December 31, 2024, compared to $2.3 million for the comparable year ended in 2023. The decrease in general and administrative expenses was mainly due to the decrease of consulting fees, legal fees, miscellaneous expenses in 2024.
Previous wording
Other expense was $40,386 for the year ended December 31, 2023, compared to other income of $417,999 for the comparable period in 2022. The income for the year ended December 31, 2022 was mainly due to the waiver of payables.
Current wording
Other income was $690,514 for the year ended December 31, 2024, compared to other expense of $265,266 for the comparable period in 2023. The income for the year ended December 31, 2023 was mainly due to the waiver of payables.
Previous wording
During the year ended December 31, 2022, we recorded an income tax benefit of $23,808 as compared to income tax expense of $0 for the comparable period in 2023.
Current wording
During the year ended December 31, 2023, we recorded an income tax expense of $22,703 as compared to income tax expense of $124,070 for the comparable period in 2024.
Previous wording
Net loss attributable to us (excluding net loss attributable to non-controlling interest) for the year ended December 31, 2023 was approximately $2 million compared to net loss attributable to us (excluding net income attributable to non-controlling interest) approximately of $4.8 million for the comparable period in 2022. The decrease was primarily due to the decrease of General and administrative expenses for the year ended December 31, 2023.
Current wording
Net loss attributable to us (excluding net loss attributable to non-controlling interest) for the year ended December 31, 2024 was approximately $2.3 million compared to net loss attributable to us (excluding net income attributable to non-controlling interest) approximately of $4.1 million for the comparable period in 2023. The decrease was primarily due to the decrease of General and administrative expenses for the year ended December 31, 2024.
Previous wording
We had net cash provided by operating activities for the year ended December 31, 2023 and the cash balance was approximately $1.2 million as of December 31, 2023. As of December 31, 2023, we had an accumulated deficit of $16,780,128. In their audit report for the fiscal year ended December 31, 2023 included in this report, our auditors have expressed their concern as to our ability to continue as a going concern.
Current wording
We had net cash used in operating activities for the year ended December 31, 2024 and the cash balance was approximately $0.48 million as of December 31, 2024. As of December 31, 2024, we had an accumulated deficit of $21,238,881, a net loss of $2,393,803, and net cash used in operating activities of $1,574,709. In their audit report for the fiscal year ended December 31, 2024 included in this report, our auditors have expressed their concern as to our ability to continue as a going concern.
Previous wording
To date, we have funded our operations through revenues, loans from our officers, and the issuance of equity securities. We obtained a financial support letter from shareholders.
Current wording
To date, we have funded our operations through revenues, loans from our officers, and the issuance of equity securities. On January 25, 2025, we obtained a financial support letter from Ms. Min-Huay Cheng Lu, the estate of Mr. Yin-Chieh Cheng, our former President, Chief Executive Officer, Chairman of the Board and principal stockholder.
Previous wording
Net cash used in operating activities amounted to $1,771,551 for the year ended December 31, 2022. This reflected a net loss of $4,736,589, as adjusted for non-cash items primarily including loss on disposal of XFC of $2,569,975, depreciation of $66,907 and share-based compensation of $413,453, and offset by effect of changes in working capital including an decrease of $1,221,285 of inventories.
Current wording
Net cash used in operating activities amounted to $ 1,574,709 for the year ended December 31, 2024. This reflected a net loss of $2,393,803, as adjusted for non-cash items primarily including depreciation of $126,501, share-based compensation of $60,831, goodwill impairment of $1,159,172.
Previous wording
Net cash used in operating activities amounted to $1,061,851 for the year ended December 31, 2023 This reflected a net loss of $4,321,303, as adjusted for non-cash items primarily including depreciation of $171,312, share-based compensation of $163,621, consultancy services settled by equities of $657,900.
Current wording
Net cash used in operating activities amounted to $1,084,595 for the year ended December 31, 2023. This reflected a net loss of $4,159,354, as adjusted for non-cash items primarily including depreciation of $171,312 and share-based compensation of $163,621, and Consultancy services settled by equities of $657,900.
Previous wording
Net cash used in investing activities was $1,057,870 for the year ended December 31, 2023 which were primarily attributable to the purchase of equipment and intangible asset.
Current wording
Net cash used in investing activities was $1,057,870 for the year ended December 31, 2023, which were primarily attributable to the purchase of property.
Previous wording
Net cash provided by financing activities amounted to $6,288,391 for the year ended December 31, 2022, which were primarily arising from proceeds from issuance of common stock and other borrowings during the year.
Current wording
Net cash provided by financing activities amounted to $597,053 for the year ended December 31, 2024, which were primarily arising from proceeds from issuance of common stock and other borrowings during the year.
Previous wording
Net cash provided by financing activities amounted to $449,898 for the year ended December 31, 2023, which were primarily arising from proceeds from issuance of common stock during the year.
Current wording
Net cash provided by financing activities amounted to $463,533 for the year ended December 31, 2023, which were primarily arising from proceeds from issuance of common stock during the year.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Net cash used in operating activities
Current report — wording carried from elsewhere
Net cash provided by financing activities
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Net cash (used in) provided by financing activities