NOCERA, INC.
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
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.
FY2025 · Filed Apr 15, 2026
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 2024-12-31; filed 2025-05-06.
0001683168-25-003186
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-K
Period ended 2025-12-31; filed 2026-04-15.
0001683168-26-003002
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 143 previous paragraphs and 106 current paragraphs.
35 unchanged; 5 reworded; 65 added; 103 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 17 previous and 13 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 (65)
Current report
Operations and Organization Overview
Current report
Our business operations consist primarily of our Fish Trading and E-Commerce segments, which are administered through NTB and Xinca, respectively. In addition, in 2025, the Company made substantial equity investments in two e-commerce companies, one based in the United States and the other in France, and we maintain a legacy RAS design and consulting business. Beginning in January 2026, we embarked on a corporate treasury strategy, with a current emphasis on Bitcoin, in which we have invested $2.0 million to date.
Current report
On September 7, 2022, the Company entered into a series of contractual agreements (collectively, the “Meixin VIE Agreements”) with Meixin, a Taiwan corporation and a food processing and catering company, and with Meixin’s equity holders. Through Meixin VIE Agreements, the Company obtained a controlling financial interest in Meixin representing 80% of its economic interests, for total consideration of $4,300,000.
Current report
Due to restrictions under the laws and regulations of Taiwan that limit foreign equity ownership in certain businesses, the Company does not hold any equity ownership interest in Meixin. Instead, the Meixin VIE Agreements provide the Company with the power to direct the activities that most significantly impact Meixin’s economic performance and the right to receive substantially all of the economic benefits of Meixin, while also obligating the Company to absorb losses that could potentially be significant to Meixin.
Current report
In accordance with ASC 810,Consolidation, the Company determined that Meixin is a VIE and that the Company is the primary beneficiary. Accordingly, Meixin’s financial results have been consolidated into the Company’s consolidated financial statements since the acquisition date. The acquisition was accounted for as a business combination under ASC 805,Business Combinations. The excess of the consideration transferred over the fair value of the identifiable net assets acquired resulted in goodwill of $3,905,735. As of December 31, 2024, cumulative goodwill impairment losses of $3,409,725 had been recognized related to Meixin.
Current report
Disposition and Discontinued Operations
Current report
On December 1, 2025, the Company entered into an Equity Transfer Agreement with Yinuo Investment Consulting Co., Limited to sell 80% of its variable interest entity economic interests in Meixin. The transaction was completed on December 31, 2025. Upon closing, the Company received cash consideration of $420,000 and deconsolidated Meixin.
Current report
At the date of disposition, the carrying amounts of Meixin’s assets and liabilities, including goodwill, were derecognized. The disposition of Meixin represented a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the results of Meixin have been classified as discontinued operations in accordance with ASC 205-20,Presentation of Financial Statements – Discontinued Operations. The Company recognized a loss on disposal $155,263, which is included in loss from discontinued operations in the Consolidated Statements of Operations and Comprehensive Loss.
Current report
At the date of disposition, the carrying amounts of Meixin’s assets and liabilities were as follows:
Current report
The following tables summarize (i) the results of operations and (ii) the cash flows of the discontinued operations for the periods presented, as included in the Company’s consolidated financial statements.
Current report
Zhejiang Xinca Mutual Entertainment Culture Media Co., Ltd.(“Xinca”)
Current report
On January 31, 2024, the Company entered into aseries of contractual agreements with Xinca, a domestic funded limited liability company registered in the People’s Republic of China and with Xinca’s equity holders. Through Xinca VIE Agreements, the Company obtained a controlling financial interest in Xinca representing 100% of its economic interests. The consideration transferred consisted of 1,800,000 shares of the Company’s common stock, with an aggregate fair value of $1,980,000.
Current report
The Xinca VIE Agreements were entered into by the Company’s wholly-owned subsidiary, Shanghai Nocera Culture Co., Ltd., a wholly foreign-owned enterprise. Due to restrictions under PRC laws and regulations that limit or prohibit foreign equity ownership in certain businesses, the Company does not hold any direct equity ownership interest in Xinca. Instead, the Xinca VIE Agreements provide the Company with the power to direct the activities that most significantly impact Xinca’s economic performance and the right to receive substantially all of the economic benefits of Xinca, while also obligating the Company to absorb losses that could potentially be significant to Xinca. In accordance with ASC 810,Consolidation, the Company determined that Xinca is a VIE and that the Company is the primary beneficiary. Accordingly, Xinca’s financial results have been consolidated into the Company’s consolidated financial statements since the acquisition date.
Current report
The acquisition was accounted for as a business combination under ASC 805,Business Combinations. The fair values of assets acquired and liabilities assumed were as follows:
Current report
The excess of the consideration transferred over the fair value of the identifiable net assets acquired, amounting to $1,351,703, was recognized as goodwill. As of December 31, 2024, cumulative goodwill impairment losses of $1,351,703 had been recognized related to Xinca.
Current report
Hangzhou SY Culture Media Co. Ltd. (“SY Culture”)
Current report
On April 14, 2024, the Company acquired a 100% equity interest in SY Culture in exchange for 600,000 shares of the Company’s common stock at a fair value of $642,000. The acquisition was accounted for as a business combination under ASC 805,Business Combinations. The fair values of assets acquired and liabilities assumed were as follows:
Current report
The excess of the consideration transferred over the fair value of the identifiable net assets acquired, amounting to $230,015, was recognized as goodwill.
Current report
Disposition
Current report
On June 5, 2025, the Company completed the sale of SY Culture to an unrelated third party, Yuechi Technology Limited, for cash consideration of $550,000. At the date of disposition, the carrying amounts of SY Culture’s assets and liabilities were as follows:
Current report
The disposition did not represent a strategic shift in the Company’s operations and the Company recognized a gain on disposal of $87,603, which is included in other expense in the Consolidated Statements of Operations and Comprehensive Loss.
Current report
As part of our long-term growth strategy, we may allocate capital toward selective acquisitions or strategic investments that we believe could enhance our operating platform and diversify our revenue base. We intend to evaluate potential targets based on financial performance, scalability, regulatory considerations, and strategic alignment with our core competencies. Any acquisition would be subject to due diligence, negotiation of definitive agreements, availability of financing, and applicable regulatory approvals. Acquisitions involve inherent risks, including integration challenges, potential dilution, assumption of liabilities, and diversion of management attention. There can be no assurance that any contemplated transaction will be identified or consummated, or that any completed transaction will achieve the anticipated benefits.
Current report
Key Factors Affecting our Performance
Current report
Principles of Consolidation
Current report
The consolidated financial statements include the accounts of Nocera, Inc., its wholly-owned subsidiaries, and its VIEs for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. Noncontrolling interests represent the portion of equity in subsidiaries not attributable, directly or indirectly, to the Company.
Current report
The Company evaluates whether an entity is a VIE based on the sufficiency of the entity’s equity at risk and whether the equity holders have the characteristics of a controlling financial interest. If an entity is determined to be a VIE, the Company assesses whether it is the primary beneficiary by determining whether it has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company consolidates VIEs for which it is determined to be the primary beneficiary. These determinations require significant judgment and estimation by management regarding the Company’s rights, obligations, and ability to direct activities of the VIE. The Company continuously reassesses its involvement with VIEs to determine whether changes in facts and circumstances result in an entity becoming a VIE or the Company becoming (or ceasing to be) the primary beneficiary of an existing VIE.
Current report
The Company measures certain financial instruments at fair value on a recurring basis, including warrant liabilities and convertible notes. When observable market data is available, such inputs are used to measure fair value. When observable inputs are not available, the Company applies valuation techniques which require management to develop significant estimates and assumptions.
Current report
Certain non-financial assets, including goodwill, intangible assets and long-lived assets, are measured at fair value on a non-recurring basis when indicators of impairment exist.
Current report
The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations. The purchase price of an acquisition is allocated to the underlying tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values as of the acquisition date. The excess of the purchase price over the estimated fair value of the identifiable net assets acquired is recorded as goodwill. Transaction costs related to business combinations, such as legal, accounting, valuation, and other professional or consulting fees, are expensed as incurred and included in general and administrative expenses.
Current report
The Company may adjust the preliminary purchase price allocation, as necessary, for up to one year after the acquisition closing date (the “measurement period”) as it obtains more information regarding asset valuations and liabilities assumed that existed at the acquisition date. Measurement period adjustments are recorded in the period in which the adjustments are determined.
Current report
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:
Current report
Aquatic product trading revenue
Current report
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.
Current report
Bento box and produce processing revenue
Current report
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.
Current report
E-commerce live-streaming commission revenue
Current report
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.
Current report
Impairment of Long-lived Assets
Current report
The Company reviews its long-lived assets, primarily property and equipment and intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss equal to the excess of carrying amount over the fair value of the assets.
Current report
The Company accounts for warrants issued in connection with financing transactions and employee awards in accordance with ASC 815,Derivatives and Hedging, and ASC 718,Compensation—Stock Compensation, as applicable.
Showing the first 40 of 65 passages. Open the source sections for the rest.
Removed paragraphs (103)
Previous report
Operations Overview
Previous report
As of December 31, 2019, we provide land-based recirculation aquaculture systems for fish farming. Our primary business operations consist of the design, development and production of RASs 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. Through our branch office, we also procure and sell eel in Taiwan. In addition, as of December 2022, we sell food items, including our signature seafood porridge bowl, through our flagship bento box store located at the Ning Xia Night Market in the Datong District of Taipei City, Taiwan.
Previous report
In October 2020, the government of Taiwan began supporting the Green Power and Solar Sharing Fish Farms initiative. In view of the opportunities resulting from this initiative, in October 2020, Nocera ceased all of its operations in China and moved all of its technology and back-office operations to Taiwan. We now only operate out of Taiwan.
Previous report
Our current mission is to provide consulting services and solutions in aquaculture projects to reduce water pollution and decrease the disease problems of fisheries. Our goal is to become a global leader in the land-based aquaculture business. We are now poised to grow our existing operations in Taiwan and expand into the development and management of land-based fish farms in Taiwan and North and South America. We do not currently have any intentions of conducting operations in China or Hong Kong.
Previous report
Effective December 31, 2020, we entered into a series of contractual agreements with Xin Feng Construction Co., Ltd., a funded limited liability company registered in Taiwan (R.O.C.), whereby we agreed to provide technical consulting and related services to XFC. On November 30, 2022, we entered into a Purchase of Business Agreement with Han-Chieh Shih, in which we sold our controlling interest of XFC, to the Purchaser for a total purchase cash price of $300,000. The closing of the XFC Sale occurred on November 30, 2022 and the XFC VIE agreements were terminated in connection with the XFC Sale. As of the filing date of this Annual Report on Form 10-K, we have no intention of providing services to construct indoor RASs and solar sharing fish farms in Taiwan.
Previous report
As of September 30, 2021, we launched our first RAS demo site in Taiwan and engaged the demo site into the testing phase to raise eel. Currently, we are promoting our RASs in Taiwan and looking for opportunities to cooperate with local solar energy industry and to expand our business into the U.S. We believe the U.S. is a potentially lucrative market to penetrate.
Previous report
On June 1, 2023, Gui Zhou Grand Smooth Technology Ltd. (“GZ GST”), one of our wholly owned subsidiaries, entered into that certain Share Purchase Agreement dated as of June 1, 2023, as amended, with Zhe Jiang Xin Shui Hu Digital Information, Ltd. (“Zhe Jiang”), pursuant to which GZ GST acquired all of the issued and outstanding equity securities of Zhe Jiang from the stockholders of Zhe Jiang (the “Zhe Jiang Acquisition”) in exchange for the issuance of 1,500,000 shares of our common stock, par value $0.001 per share. During the initial transaction process and our performing due diligence for the closing, we observed that time constraints have led to certain complexities and challenges in consummating the Acquisition within the originally planned timeframe. We are actively working with Zhe Jiang to resolve such complexities and challenges and will file a Current Report on Form 8-K if and when the Zhe Jiang Acquisition is consummated.
Previous report
We employ a sales and marketing strategy targeting Taiwan government-supported solar fish farms. We are planning on expanding our sales and marketing model through the use of online marketing, data intelligence, and the establishment of a distributor network. The online marketing and data intelligence is designed to generate sales leads internationally outside of Taiwan that can be directed to our sales department for further follow-up.
Previous report
We plan to sell and develop fish farms in Taiwan, the U.S. and Brazil. We expect to sell over five thousand tanks in the next five years. Our production facility is to be established in Taiwan, and we plan to sell the systems into the Americas and European countries as well.
Previous report
We also intend to expend the fish farming demo sites in Taiwan by adding 20 units of RAS eel farming equipment with outsourcing construction services and build the catfish farm in the U.S. by the end of 2024 to promote our fish farming systems to the global market. We are expecting more customers from various countries actively inquiring about our equipment. As of February 16, 2023, we completed the acquisition of 229 acres of land in Montgomery County, Alabama, of which we intend to build RASs on that land for fish farming. We plan to enhance market penetration through the establishment of our own fish farms and diversify revenue streams through various sales channels.
Previous 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.
Previous report
Reclassification
Previous report
Certain prior period amounts have been reclassified to conform with current year presentation.
Previous report
Use of Estimates
Previous report
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, the allowance for doubtful receivables; the useful lives of property and equipment and intangible assets; impairment of long-lived assets; recoverability of the carrying amount of inventory; fair value of financial instruments; provisional amounts based on reasonable estimates for certain income tax effects of the Tax Cuts and Jobs Act (the “Tax Act”) and the assessment of deferred tax assets or liabilities. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates.
Previous report
Financial Assets
Previous report
The classification of financial assets depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. Regular way purchases or sales of financial assets are recognized and derecognized on a trade date or settlement date basis for which financial assets were classified in the same way, respectively. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.
Previous report
We apply ASC Topic 820, Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring fair value and expands financial statement disclosure requirements for fair value measurements.
Previous report
ASC Topic 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:
Previous report
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Previous report
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Previous report
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Unobservable inputs are valuation technique inputs that reflect our own assumptions about the assumptions that market participants would use in pricing an asset or liability.
Previous report
Our management is responsible for determining the assets acquired, liabilities assumed and intangibles identified as of the acquisition date and considered a number of factors including valuations from an independent appraiser.
Previous report
When available, we use quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, we measure fair value using valuation techniques that use, when possible, current market-based or independently sourced market parameters, such as interest rates and currency rates.
Previous report
Cash and Cash Equivalents
Previous report
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 report
Accounts Receivable, Net
Previous report
Accounts receivable are stated at the original amount less an allowance for doubtful accounts, if any, based on a review of all outstanding amounts at period end. An allowance is also made when there is objective evidence that we will not be able to collect all amounts due according to the original terms of the receivables. We analyze the aging of the customer accounts, coverage of credit insurance, customer concentrations, customer credit-worthiness, historical and current economic trends and changes in its customer payment patterns when evaluating the adequacy of the allowance for doubtful accounts.
Previous report
Prepaid Expenses and Other Assets, Net
Previous report
Prepaid expense and other assets, net consist of receivable from prepaid rent, etc. Management reviews its receivable balance each reporting period to determine if an allowance for doubtful accounts is required. An allowance for doubtful account is recorded in the period in which loss is determined to be probable based on an assessment of specific evidence indicating doubtful collection, historical experience, account balance aging and prevailing economic conditions. Bad debts are written off against the allowance after all collection efforts have ceased.
Previous report
Inventories
Previous report
Inventories are stated at lower of cost or net realizable value. Cost is determined using the weighted average method. Inventories include raw materials, work in progress and finished goods. The variable production overhead is allocated to each unit of product on the basis of the actual use of the production facilities. The allocation of fixed production overhead to the costs of conversion is based on the normal capacity of the production facilities.
Previous report
Where there is evidence that the utility of inventories, in their disposal in the ordinary course of business, will be less than cost, whether due to physical deterioration, obsolescence, changes in price levels or other causes, the inventories are written down to net realizable value.
Previous report
Property and Equipment
Previous report
Property and equipment are stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Maintenance, repairs and betterments, including replacement of minor items, are charged to expense; major additions to physical properties are capitalized.
Previous report
Depreciation of property and equipment is provided using the straight-line method over their estimated useful lives, which are shown as follows.
Previous report
Upon sale or disposal, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to income.
Previous report
For a business combination, the assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree are recognized at the acquisition date and measured at their fair values as of that date. In a business combination achieved in stages, the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, are recognized at the full amounts of their fair values. In a bargain purchase in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus any noncontrolling interest in the acquiree, that excess in earnings is recognized as a gain attributable to the acquirer.
Previous report
Variable Interest Entity
Previous report
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:
Showing the first 40 of 103 passages. Open the source sections for the rest.
Reworded paragraphs (5)
Previous wording
On September 7, 2022, we entered into a series of contractual agreements with the majority stockholder of Meixin Institutional Food Development Co., Ltd., a Taiwan corporation and a food processing and catering company, 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. As a result, we have been determined to be the primary beneficiary of Meixin and Meixin became our VIE.
Current wording
Meixin Institutional Food Development Co., Ltd. (“Meixin”)
Previous wording
ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability.
Current wording
The Company follows ASC 820,Fair Value Measurement, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level hierarchy for inputs used in measuring fair value:
Previous wording
Deferred tax liability and assets are recognized for the deferred tax consequences of differences between the tax bases and the recognized values of assets acquired and liabilities assumed in a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 740-10.
Current wording
Deferred tax assets and liabilities are recognized for the tax effects of temporary differences between the tax bases and the recognized amounts of assets acquired and liabilities assumed in accordance with ASC Topic 740,Income Taxes.
Previous wording
We determine our share-based compensation in accordance with ASC 718,Compensation—Stock Compensation(ASC 718), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees based on the grant date fair value of the award.
Current wording
The Company accounts for share-based compensation arrangements in accordance with ASC 718,Compensation—Stock Compensation, which requires share-based payment awards issued to employees and non-employees to be measured at their grant-date fair value.
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 property.
Current wording
Net cash used in investing activities was approximately $0.2 million for the year ended December 31, 2024, which was primarily attributable to the disposal of financial assets.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
As a result of a number of factors, our historical results of operations may not be comparable to our results of operations in future periods, and our results of operations may not be directly comparable from period to period. Set forth below is a brief discussion of the key factors impacting our results of operations.