Nocera : Amendment to Annual Report (Form 10-K/A)

About this update from Nocera, Inc.

[{"type":"text","content":" This Amendment No. 2 to the Annual Report on Form 10-K (this \"Amendment\") of Nocera, Inc. (the \"Company\"), originally filed with the Securities and Exchange Commission (the \"SEC\") on April 15, 2026 and previously amended on April 21, 2026 (the \"First Amendment\"), is being filed in response to comments received from the SEC's Division of Corporation Finance on July 17, 2026 with respect to the Company's First Amendment and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. This Amendment amends and restates Item 7 (Management's Discussion and Analysis of Financial Condition and Results of Operations), Part IV, Item 15 (Exhibits and Financial Statement Schedules), the Index to Financial Statements, and the Financial Statements and Notes thereto in their entirety. In addition, this Amendment includes updated certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Except for the retrospective presentation of the reverse stock split effected on July 6, 2026 and the matters disclosed in Note 23, this Amendment does not modify or update any other disclosures in the original Form 10-K or the First Amendment, and this Amendment does not reflect events occurring after the date of the First Amendment. \n \n i\n \n NOCERA, INC. \n TABLE OF CONTENTS TO ANNUAL REPORT ON FORM 10-K \n For the Fiscal Year Ended December 31, 2025 \n Page PART II \n 1\n ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS \n 1\n \n \n ITEM 8.\n FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA PART IV \n 13\n ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES \n 13\n EXHIBIT INDEX \n 14\n SIGNATURES \n 15\n INDEX TO FINANCIAL STATEMENTS \n F-1\n \n \n \n In this Annual Report on Form 10-K, unless otherwise stated or as the context otherwise requires, references to \"Nocera, Inc.,\" \"Nocera,\" the \"Company,\" \"we,\" \"us,\" \"our\" and similar references refer to Nocera, Inc., a Nevada corporation. Our logo and other trademarks or service marks of the Company appearing in this Annual Report on Form 10-K are the property of Nocera, Inc.\n CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS \n This Annual Report on Form 10-K contains certain \"forward-looking statements\" within the meaning of 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\"). These forward-looking statements represent our expectations, beliefs, intentions or strategies concerning future events, including, but not limited to, any statements regarding our assumptions about financial performance; the continuation of historical trends; growth strategies; the sufficiency of our cash balances for future liquidity and capital resource needs; the expected impact of changes in accounting policies on our results of operations, financial condition or cash flows; anticipated problems and our plans for future operations; our future financing plans and anticipated needs for working capital; and the economy in general or the future of the food production industry, all of which are subject to various risks and uncertainties. Such statements, when used in this Annual Report on Form 10-K and other reports, statements and information we have filed with the Securities and Exchange Commission (the \"SEC\"), in our press releases, presentations to securities analysts or investors, in oral statements made by or with the approval of an executive officer, are generally identifiable by use of the words \"may, \" \"will, \" \"should,\" \"expect,\" \"anticipate,\" \"continue\", \"estimate,\" \"believe,\" \"intend\" or \"project\" or the negative of these words or other variations on these words or comparable terminology. However, any statements contained in this Annual Report on Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that the expectations, beliefs, etc., for the Company or our industry, will be realized.\n \n \n \n These statements may be found under Part I Item 1 \" Business \" and Part II Item 7 \" Management's Discussion and Analysis of Financial Condition and Results of Operations ,\" as well as in other parts of this Annual Report on Form 10-K. In addition to the information expressly required to be included in this filing, we will provide such further material information, if any, as may be necessary to ensure that the required statements, in light of the circumstances under which they are made, are not misleading. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors described in this Annual Report on Form 10-K generally. As a result, readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K.\n \n \n \n We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report on Form 10-K, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the SEC which attempt to advise interested parties of the risk factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.\n \n \n \n This Annual Report on Form 10-K also contains estimates, projections and other information concerning our industry, our business and particular markets, including data regarding the estimated size of those markets. Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, general publications, government data and similar sources.\n \n ii\n \n PART II ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS \n The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. Our consolidated financial statements have been prepared in accordance with U.S. GAAP. In addition, our consolidated financial statements and the financial data included in this Annual Report on Form 10-K reflect our reorganization and have been prepared as if our current corporate structure had been in place throughout the relevant periods. Actual results could differ materially from those projected in the forward-looking statements. For additional information regarding these and other risks and uncertainties, please see the items listed above under the section captioned \" Risk Factors \", as well as any other cautionary language contained in this Annual Report on Form 10-K. Except as may be required by law, we undertake no obligation to update any forward-looking statements to reflect events after the date of this Annual Report on Form 10-K.\n Operations and Organization Overview \n 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.\n Meixin Institutional Food Development Co., Ltd. (\"Meixin\") \n Acquisition and Consolidation \n 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.\n \n \n \n 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.\n \n \n \n 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.\n Disposition and Discontinued Operations \n 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.\n \n \n \n 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.\n \n \n \n At the date of disposition, the carrying amounts of Meixin's assets and liabilities were as follows:\n \n \n Cash and cash equivalents\n \n \n $\n \n \n 2,173\n \n \n Accounts receivable\n \n \n 17,544\n \n \n Prepaid expenses and other assets\n \n \n 605\n \n \n Property and equipment, net\n \n \n 286,351\n \n \n Intangible assets, net\n \n \n 81,521\n \n \n Goodwill\n \n \n 496,010\n \n \n Other non-current assets\n \n \n 4,613\n \n \n Accrued expenses and other liabilities\n \n \n (19,817\n \n \n )\n \n \n Due to related parties\n \n \n (294,305\n \n \n )\n \n \n Net assets value\n \n \n $\n \n \n 574,695\n \n \n \n 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.\n \n \n For the years ended December 31,\n \n \n 2025\n \n \n 2024\n \n \n $\n \n \n $\n \n \n Net sales\n \n \n 2,597,349\n \n \n 4,890,187\n \n \n Cost of sales\n \n \n (2,585,917\n \n \n )\n \n \n (4,826,633\n \n \n )\n \n \n Operating expenses\n \n \n (226,547\n \n \n )\n \n \n (257,785\n \n \n )\n \n \n Other income\n \n \n 2\n \n \n 21\n \n \n Net loss from discontinued operations before income taxes\n \n \n (215,113\n \n \n )\n \n \n (194,210\n \n \n )\n \n \n Income tax expense\n \n \n -\n \n \n (2,495\n \n \n )\n \n \n Net loss from discontinued operations, net of tax\n \n \n (215,113\n \n \n )\n \n \n (196,705\n \n \n )\n Zhejiang Xinca Mutual Entertainment Culture Media Co., Ltd.(\"Xinca\") \n Acquisition and Consolidation \n On January 31, 2024, the Company entered into a series 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.\n 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.\n \n \n \n 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:\n \n \n $\n \n \n 207,109\n \n \n Prepaid expense and other receivables\n \n \n 815,067\n \n \n Property and equipment, net\n \n \n 59,841\n \n \n Accrued expense and other liabilities\n \n \n (416,695\n \n \n )\n \n \n Long-term secured other borrowing\n \n \n (37,025\n \n \n )\n \n \n Net assets value\n \n \n $\n \n \n 628,297\n \n \n \n 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.\n Hangzhou SY Culture Media Co. Ltd. (\"SY Culture\") \n Acquisition and Consolidation \n 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:\n \n \n Cash and bank balance\n \n \n $\n \n \n 206,663\n \n \n Other receivables\n \n \n 163,814\n \n \n Advance to supplier\n \n \n 6,691\n \n \n Investment\n \n \n 27,284\n \n \n Other payables and accrued liabilities\n \n \n (755\n \n \n )\n \n \n Net assets value\n \n \n $\n \n \n 403,697\n \n \n \n The excess of the consideration transferred over the fair value of the identifiable net assets acquired, amounting to $230,015, was recognized as goodwill.\n Disposition \n 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:\n \n \n Cash and cash equivalents\n \n \n $\n \n \n 186,155\n \n \n Accounts receivable\n \n \n 4,594\n \n \n Prepaid expenses and other assets, net\n \n \n 13,901\n \n \n Investment\n \n \n 27,802\n \n \n Goodwill\n \n \n 230,015\n \n \n Other payables and accrued liabilities\n \n \n (70\n \n \n )\n \n \n Net assets value\n \n \n $\n \n \n 462,397\n \n \n \n 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.\n Key Factors Affecting our Performance \n 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.\n \n \n \n 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.\n Key Factors Affecting our Performance \n 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.\n Known Trends and Uncertainties Inflation \n Prices of certain commodity products, including raw materials, are historically volatile and are subject to fluctuations arising from changes in domestic and international supply and demand, labor costs, competition, market speculation, government regulations, trade restrictions and tariffs. Increasing prices in the component materials for our goods may impact the availability, the quality and the price of our products, as suppliers search for alternatives to existing materials and increase the prices they charge. Our suppliers may also fail to provide consistent quality of products as they may substitute lower cost materials to maintain pricing levels. Nocera's cost base also reflects significant elements for freight, including fuel, which has significantly increased due to the effects of the coronavirus (COVID-19) pandemic, the Russia-Ukraine war and the conflicts in the Middle East. Rapid and significant changes in commodity prices such as fuel and plastic may negatively affect our profit margins if Nocera is unable to mitigate any inflationary increases through various customer pricing actions and cost reduction initiatives.\n Geopolitical Conditions \n Our operations could be disrupted by geopolitical conditions, trade disputes, international boycotts and sanctions, political and social instability, acts of war, terrorist activity or other similar events. From time to time, we could have a large revenue stream associated with a particular customer or a large number of customers located in a particular geographic region. Decreased demand from a discrete event impacting a specific customer, industry or region in which we have a concentrated exposure could negatively impact our results of operations.\n \n \n \n In February 2022, Russia initiated significant military action against Ukraine. In response, the U.S. and certain other countries imposed significant sanctions and export controls against Russia, Belarus and certain individuals and entities connected to Russian or Belarusian political, business and financial organizations, and the U.S. and certain other countries could impose further sanctions, trade restrictions and other retaliatory actions should the conflict continue or worsen. It is not possible to predict the broader consequences of the conflict, including related geopolitical tensions and the measures and retaliatory actions taken by the U.S. and other countries in respect thereof as well as any counter measures or retaliatory actions by Russia or Belarus in response, including, for example, potential cyberattacks or the disruption of energy exports, is likely to cause regional instability, geopolitical shifts and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy. The situation remains uncertain, and while it is difficult to predict the impact of any of the foregoing, the conflict and actions taken in response to the conflict could increase our costs, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition and results of operations.\n Foreign Currency \n Our reporting currency is the U.S. dollar and our operations in Taiwan use their local currency as their functional currencies. Substantially all of our revenue and expenses are in NT dollars. We are subject to the effects of exchange rate fluctuations with respect to any of such currency. For example, the value of the NT dollar depends to a large extent on Taiwan government policies and Taiwan's domestic and international economic and political developments, as well as supply and demand in the local market.\n \n \n \n The income statements of our operations are translated into U.S. dollars at the average exchange rates in each applicable period. To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currencies denominated transactions results in reduced revenue, operating expenses and net income for our international operations. We are also exposed to foreign exchange rate fluctuations as we convert the financial statements of our foreign subsidiaries into U.S. dollars in consolidation.\n Critical Accounting Policies, Estimates and Assumptions \n We prepare our financial statements in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the financial reporting period. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We consider the policies discussed below to be critical to an understanding of our financial statements. \n \n \n \n The SEC defines critical accounting policies as those that are, in management's view, most important to the portrayal of our financial condition and results of operations and those that require significant judgments and estimates.\n \n \n \n The accounting principles we utilized in preparing our consolidated financial statements conform in all material respects to U.S. GAAP.\n Principles of Consolidation \n 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.\n \n \n \n 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.\n Fair Value Measurement \n 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:\n · \n Level 1: Quoted prices in active markets for identical assets or liabilities.\n · \n Level 2: Observable inputs other than Level 1, either directly or indirectly.\n · \n Level 3: Unobservable inputs, used when observable inputs are not available.\n \n \n \n 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.\n \n \n \n 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.\n Business Combination \n 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.\n \n \n \n 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.\n \n \n \n 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 .\n Revenue Recognition \n We recognize revenues when our customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. We recognize revenues following the five step model prescribed under ASU No. 2014-09. 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, we apply the following steps:\n · \n Step 1: Identify the contract (s) with a customer \n · \n Step 2: Identify the performance obligations in the contract \n · \n Step 3: Determine the transaction price \n · \n Step 4: Allocate the transaction price to the performance obligation in the contract \n · \n Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation \n 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:\n Aquatic product trading revenue \n 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.\n Bento box and produce processing revenue \n 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.\n E-commerce live-streaming commission revenue \n 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.\n Impairment of Long-lived Assets \n 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.\n Warrants \n 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.\n \n \n \n Warrants that meet the criteria for equity classification are recorded in additional paid-in capital at fair value on the grant or issuance date and are not subsequently remeasured. Warrants classified as equity include warrants issued as employee awards that are settled in a fixed number of the Company's common shares for a fixed exercise price.\n \n \n \n Warrants that do not meet the criteria for equity classification are accounted for as warrant liabilities. Warrant liabilities are initially recognized at fair value on the issuance date and are subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in other expense in the Consolidated Statements of Operations and Comprehensive Loss. The fair value of warrant liabilities is determined using valuation techniques that incorporate significant unobservable inputs and are classified as Level 3 within the fair value hierarchy.\n Convertible Notes \n The Company accounts for its convertible notes under the fair value option election in accordance with ASC 825, Financial Instruments . The Company has irrevocably elected the fair value option for the convertible notes to more accurately reflect the economic substance of the instruments and to simplify the accounting for the embedded features.\n \n \n \n Under the fair value option, the convertible notes are initially recognized at their fair value and subsequently remeasured at fair value at each reporting date. Changes in the fair value of the convertible notes are recognized in other expense in the Consolidated Statements of Operations and Comprehensive Loss. The fair value of the convertible notes is determined using valuation techniques that incorporate significant unobservable inputs and is classified as Level 3 within the fair value hierarchy.\n \n \n \n Original issue discounts, issuance costs, and other direct costs associated with the issuance of convertible notes accounted for under the fair value option are expensed as incurred. Interest expense is recognized based on the stated contractual interest rate.\n Preferred Stock \n The Company accounts for its issued preferred stock in accordance with applicable guidance in ASC 480, Distinguishing Liabilities from Equity , ASC 815, Derivatives and Hedging , and related SEC guidance. The Company evaluates the terms of its preferred stock to determine whether such instruments should be classified as permanent equity, temporary equity (mezzanine), or liabilities. Preferred stock that includes redemption features that are not solely within the Company's control is classified as temporary equity and is presented outside of permanent equity in the consolidated balance sheets.\n \n \n \n Preferred stock is initially recorded at issuance proceeds net of issuance costs. Issuance costs are recorded as a reduction of the carrying amount of the preferred stock.\n \n \n \n Mandatory dividends on preferred stock are recognized as a reduction to income available to common stockholders for purposes of earnings per share, whether or not such dividends are declared or paid during the period. Dividends payable in common stock are recorded based on the fair value of the shares issued on the dividend payment date.\n \n \n \n The Company evaluates conversion features embedded in its preferred stock to determine whether such features require bifurcation as derivatives or qualify for equity classification. Conversion features that are indexed to the Company's own stock and meet the equity classification criteria are not accounted for as derivative liabilities.\n Share-Based Compensation \n 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.\n \n \n \n Share-based compensation cost is recognized as compensation expense over the requisite service period, which is generally the vesting period of the award. Awards that are fully vested at the grant date are recognized as compensation expense immediately. The Company accounts for forfeitures as they occur.\n \n \n \n The grant-date fair value of equity-classified warrants is estimated using the Black-Scholes option-pricing model. The valuation model requires assumptions for expected volatility, expected term, risk-free interest rate and expected dividend yield. Expected volatility is based on the historical volatility of the Company's common stock or, when insufficient historical information is available, the volatility of comparable publicly traded companies. The expected term is based on the contractual term of the awards. The risk-free interest rate is derived from the U.S. Treasury yield curve in effect at the grant date for maturities consistent with the expected term of the awards. The Company has never declared or paid dividends and does not expect to do so in the foreseeable future; therefore, the expected dividend yield is assumed to be zero.\n Recently Issued Accounting Standards \n See Note 1 to the Consolidated Financial Statements included herewith.\n Results of Operations \n The following table sets forth our consolidated statements of operations for the years ended December 31, 2025, and 2024.\n Consolidated Statements of Operations For the years ended December 31, 2025 2024 \n As Restated \n Net sales \n $ \n 11,030,595 \n $ \n 12,122,945 \n Cost of sales \n (10,869,350 \n ) \n (11,852,238 \n ) Gross profit \n 161,245 \n 270,707 Operating expenses \n Impairment of goodwill \n - \n (2,510,875 \n ) \n General and administrative expenses \n (2,555,769 \n ) \n (2,448,797 \n ) \n Share based compensation \n (59,854 \n ) \n (60,831 \n ) Total operating expenses \n (2,615,623 \n ) \n (5,020,503 \n ) Other (expenses) income, net \n Other income \n 196,685 \n 690,702 Net loss before income taxes \n (2,257,693 \n ) \n (4,059,094 \n ) \n Income tax expense \n (251,972 \n ) \n (234,576 \n ) Net loss from continuing operations \n (2,509,665 \n ) \n (4,293,670 \n ) Net loss from discontinued operations \n Loss on disposal \n (155,263 \n ) \n - \n Loss from discontinued operations \n (215,113 \n ) \n (196,705 \n ) Net (loss) gain from discontinued operations \n (370,376 \n ) \n (196,705 \n ) Net loss \n (2,880,041 \n ) \n (4,490,375 \n ) \n Less: Preferred dividend \n (123,014 \n ) \n (16,000 \n ) \n Less: Net income attributable to non-controlling interests \n 43,023 \n 39,342 Net loss attributable to Nocera Shareholders \n $ \n (2,960,032 \n ) \n $ \n (4,467,033 \n ) Other Comprehensive loss Net loss \n (2,880,041 \n ) \n (4,490,375 \n ) \n Foreign currency translation income (loss) \n 69,490 \n 74,888 Total comprehensive loss \n (2,810,551 \n ) \n (4,415,487 \n ) \n Less: Net loss attributable to non-controlling interest \n 43,023 \n 39,342 \n Less: Foreign currency translation loss attributable to non-controlling interest \n (2,589 \n ) \n 4,549 Comprehensive loss attributable to Nocera Shareholders \n $ \n (2,770,117 \n ) \n $ \n (4,371,596 \n ) Loss per share - basic and diluted \n $ \n (6.1524 \n ) \n $ \n (9.5398 \n ) \n Net loss per share from continuing operations - basic and diluted \n $ \n (5.3826 \n ) \n $ \n (9.1696 \n ) \n Net loss per share from discontinued operations - basic and diluted \n $ \n (0.7698 \n ) \n $ \n (0.3702 \n ) Weighted Average Shares Outstanding - Basic and Diluted* \n 481,121 \n 468,251 \n * Weighted average shares outstanding and net loss per share for all periods presented have been retroactively adjusted to reflect the 1-for-30 reverse stock split effected on July 6, 2026.\n Comparison of Results of Operations for the years ended December 31, 2025, and December 31, 2024 Revenue \n Revenue for the year ended December 31, 2025 was approximately $11.03 million, compared to approximately $12.12 million for the year ended December 31, 2024. The decrease in revenue was primarily attributable to a decline in revenue generated from the Company's fish trading business.\n · \n Fish Trading Business: For the year ended December 31, 2025, the fish trading business decreased in volume, but the selling price increased, the volume decreased from 774 tons to 686 tons for the comparable period in 2024 and 2025. The average selling price of eels increased from $15.31 to $15.82 per kilogram for the comparable period in 2024 and 2025. Gross profit \n Gross profit for the year ended December 31, 2025 was approximately $161 thousand, compared to approximately $271 thousand for the year ended December 31, 2024. The decrease in gross profit was primarily attributable to the disposal of SY Culture in the Company's e-commerce business during the second quarter of 2025.\n General and administrative expenses \n General and administrative expenses for the year ended December 31, 2025 were approximately $2.6 million, compared to approximately $2.5 million for the year ended December 31, 2024. The increase was primarily attributable to issuance costs of approximately $0.6 million incurred in connection with the senior secured convertible note issued in the fourth quarter of 2025.\n Other income (expense )\n \n Other income for the year ended December 31, 2025 was approximately $197 thousand, compared to approximately $691 thousand for the year ended December 31, 2024. Other income in 2025 was primarily attributable to a gain of approximately $0.3 million from the disposal of a subsidiary . Other income in 2024 was primarily attributable to a gain of approximately $0.8 million resulting from the fair value remeasurement of IPO warrants.\n Net loss from discontinued operations \n Net loss from discontinued operations for the year ended December 31, 2025 was approximately $0.2 million, compared to approximately $0.2 million for the year ended December 31, 2024. The decrease was primarily attributable to a decrease in revenue generated from catering business of approximately $0.2 million related to Meixin that was recognized in 2024.\n Summary of Consolidated Statements of Cash Flows \n For the years ended December 31,\n \n \n 2025\n \n \n 2024\n \n \n Net cash used in operating activities\n \n \n $\n \n \n (2,581,539\n \n \n )\n \n \n $\n \n \n (2,072,505\n \n \n )\n \n \n Net cash (used in) provided by investing activities\n \n \n (118,115\n \n \n )\n \n \n 197,421\n \n \n Net cash provided by financing activities\n \n \n 10,159,751\n \n \n 1,101,218\n \n \n Effect of the exchange rate change on cash and cash equivalents\n \n \n 7,922\n \n \n 28,447\n \n \n Increase (Decrease) in cash and cash equivalents\n \n \n $\n \n \n 7,468,019\n \n \n $\n \n \n (745,419\n \n \n )\n Net cash used in operating activities \n Net cash used in operating activities was approximately $2.6 million for the year ended December 31, 2025. This was primarily attributable to a net loss of approximately $3.3 million, adjusted for non-cash items or non-operating activity, including a loss of approximately $0.2 million from equity method investments, depreciation expense of approximately $0.2 million, and issuance costs and accrued interest related to convertible notes of approximately $0.8 million.\n \n \n \n Net cash used in operating activities was approximately $2.1 million for the year ended December 31, 2024. This primarily reflected a net loss of approximately $2.4 million, adjusted for non-cash items or non-operating activity, including a goodwill impairment loss of approximately $1.2 million, a gain of approximately $0.8 million from the fair value remeasurement of IPO warrants, and depreciation expense of approximately $0.1 million.\n Net cash (used in) provided by investing activities \n Net cash used in investing activities was approximately $0.1 million for the year ended December 31, 2025. This was primarily attributable to payments of approximately $0.9 million for equity method investments, partially offset by proceeds of approximately $0.8 million from the disposal of Meixin and SY Culture.\n \n \n \n Net cash used in investing activities was approximately $0.1 million for the year ended December 31, 2024, which was primarily attributable to the disposal of financial assets.\n Net cash provided by financing activities \n Net cash provided by financing activities was approximately $10.2 million for the year ended December 31, 2025. This was primarily attributable to proceeds of approximately $0.3 million from the issuance of common stock, $2.6 million from the issuance of preferred stock, and $7.3 million from the issuance of convertible notes, partially offset by approximately $0.6 million of convertible note issuance costs.\n \n \n \n Net cash provided by financing activities was approximately $1.1 million for the year ended December 31, 2024. This was primarily attributable to proceeds of approximately $1.1 million from the issuance of common stock, partially offset by repayments of borrowings of approximately $0.5 million.\n Liquidity and Capital Resources; Going Concern \n · \n On October 31, 2025, we entered into a Securities Purchase Agreement (the \"Purchase Agreement\") with an institutional accredited investor (the \"Investor\"), pursuant to which the Company agreed to issue and sell, and the Investor agreed to purchase, in multiple closings, a new series of senior secured convertible notes in an aggregate original principal amount of up to $300,000,000 (the \"Notes\"), subject to the satisfaction or waiver of certain closing conditions. We expect to issue an initial Note in an aggregate principal amount of $8,000,000 for an aggregate purchase price of $7,280,000 at the initial closing (the \"Initial Closing\") upon the satisfaction of certain closing conditions. Subject to certain conditions described in the Purchase Agreement, we have the option to request that the Investor purchase additional Notes (the \"Company's Option Closing\"), and the Investor has the option to cause us to sell additional Notes (the \"Investor's Option Closing\"), provided that the aggregate original principal amount of any Notes issued in such subsequent closings with respect to Company's Option Closing and the Investor's Option Closing shall not exceed $8,000,000 individually, and not more than $292,000,000 in the aggregate. \n · \n On November 3, 2025, we consummated the initial closing under the Purchase Agreement, pursuant to which it issued to the Investor a senior secured convertible note in the principal amount of $8,000,000 (the \"Initial Note\") for a purchase price of $7,280,000. The Initial Note is convertible into shares (the \"Conversion Shares\") of our common stock, par value $0.001 per share (the \"Common Stock\"), at a conversion price equal to the lower of (A) the lower of: (i) $2.01, and (ii) the average of the closing price of the Common Stock as reported by Nasdaq for each of the five trading days immediately preceding the applicable Closing, and (B) 93% of the lowest daily volume-weighted average price of the Common Stock during the ten (10) trading days immediately preceding the applicable Conversion Date; provided, however, that in no event will the conversion price be less than the Floor Price then in effect (subject to customary adjustments and the applicable limitations under Nasdaq Listing Rules). The Initial Note bears interest at a rate of nine percent (9%) per annum, payable monthly in arrears, matures on November 3, 2027 and contains customary events of default (upon which the interest rate will increase to a rate of eighteen percent (18%) per annum). \n Recently Issued Accounting Pronouncements \n Please refer to the Note 3 to the Consolidated Financial Statements included herewith.\n ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA \n Unaudited Interim Consolidated Financial Statements for the quarterly periods ended March 31, 2025, June 30, 2025, and September 30, 2025 (As Restated, Where Applicable)\n INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS \n (RESTATED) \n (Stated in US Dollars except for Number of Shares) \n March 31, 2025 \n As Reported \n Restatement \n As Restated \n (Unaudited) \n Adjustments \n (Unaudited) \n ASSETS \n Current assets\n \n \n Cash and cash equivalents\n \n \n $\n \n \n 531,771\n \n \n $\n \n \n -\n \n \n $\n \n \n 531,771\n \n \n Accounts receivable\n \n \n 134,106\n \n \n (103,429\n \n \n )\n \n \n 30,677\n \n \n Prepaid expenses and other current assets\n \n \n 609,539\n \n \n (501,491\n \n \n )\n \n \n 108,048\n \n \n Total current assets\n \n \n 1,275,416\n \n \n (604,920\n \n \n )\n \n \n 670,496\n \n \n Property and equipment, net\n \n \n 1,342,060\n \n \n (63,307\n \n \n )\n \n \n 1,278,753\n \n \n Right-of-use assets\n \n \n -\n \n \n 41,240\n \n \n 41,240\n \n \n Intangible asset, net\n \n \n 93,749\n \n \n -\n \n \n 93,749\n \n \n Goodwill\n \n \n 2,077,728\n \n \n (1,351,703\n \n \n )\n \n \n 726,025\n \n \n Other non-current assets\n \n \n 31,808\n \n \n -\n \n \n 31,808\n \n \n Total assets\n \n \n $\n \n \n 4,820,761\n \n \n $\n \n \n (1,978,690\n \n \n )\n \n \n $\n \n \n 2,842,071\n \n \n LIABILITIES AND EQUITY\n \n \n Liabilities\n \n \n Current liabilities\n \n \n Income tax payable\n \n \n $\n \n \n 11,028\n \n \n $\n \n \n 110,654\n \n \n $\n \n \n 121,682\n \n \n Accrued expenses and other liabilities\n \n \n 517,253\n \n \n (29,691\n \n \n )\n \n \n 487,562\n \n \n Dividend payable\n \n \n 54,312\n \n \n -\n \n \n 54,312\n \n \n Due to related parties\n \n \n 38,518\n \n \n -\n \n \n 38,518\n \n \n Financial lease liabilities - current\n \n \n -\n \n \n 6,802\n \n \n 6,802\n \n \n Warrant liability\n \n \n 85,273\n \n \n -\n \n \n 85,273\n \n \n Total current liabilities\n \n \n 706,384\n \n \n 87,765\n \n \n 794,149\n \n \n Lease liability\n \n \n -\n \n \n 22,852\n \n \n 22,852\n \n \n Total liabilities\n \n \n 706,384\n \n \n 110,617\n \n \n 817,001\n \n \n Commitments and contingencies\n \n \n Equity\n \n \n Common stock ($0.001 par value; authorized 200,000,000 shares; 474,918 shares and 468,251 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively, as adjusted for the 1-for-30 reverse stock split effected on July 6, 2026)\n \n \n 14,247\n \n \n (13,772\n \n \n )\n \n \n 475\n \n \n 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)\n \n \n 80\n \n \n -\n \n \n 80\n \n \n Additional paid-in capital\n \n \n 25,350,065\n \n \n 13,772\n \n \n 25,363,837\n \n \n Statutory and other reserves\n \n \n 191,219\n \n \n -\n \n \n 191,219\n \n \n Accumulated losses\n \n \n (21,486,898\n \n \n )\n \n \n (2,095,904\n \n \n )\n \n \n (23,582,802\n \n \n )\n \n \n Accumulated other comprehensive income\n \n \n 15,253\n \n \n 6,597\n \n \n 21,850\n \n \n Total Nocera, Inc.'s stockholders' equity\n \n \n 4,083,966\n \n \n (2,089,307\n \n \n )\n \n \n 1,994,659\n \n \n Non-controlling interests\n \n \n 30,411\n \n \n -\n \n \n 30,411\n \n \n Total equity\n \n \n 4,114,377\n \n \n (2,089,307\n \n \n )\n \n \n 2,025,070\n \n \n Total liabilities and equity\n \n \n $\n \n \n 4,820,761\n \n \n $\n \n \n (1,978,690\n \n \n )\n \n \n $\n \n \n 2,842,071\n INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS \n (RESTATED) \n (Stated in US Dollars except for Number of Shares) \n Three months ended March 31, 2025 \n As Reported \n Restatement \n As Restated \n (Unaudited) \n Adjustments \n (Unaudited) \n Net sales\n \n \n $\n \n \n 4,534,128\n \n \n $\n \n \n (1,540,851\n \n \n )\n \n \n $\n \n \n 2,993,277\n \n \n Cost of sales\n \n \n (4,483,178\n \n \n )\n \n \n 1,537,223\n \n \n (2,945,955\n \n \n )\n \n \n Gross profit\n \n \n 50,950\n \n \n 3,628\n \n \n 47,322\n \n \n Operating expenses\n \n \n General and administrative expenses\n \n \n (334,371\n \n \n )\n \n \n 52,462\n \n \n (281,909\n \n \n )\n \n \n Total operating expenses\n \n \n (334,371\n \n \n )\n \n \n 52,462\n \n \n (281,909\n \n \n )\n \n \n Loss from operations\n \n \n (283,421\n \n \n )\n \n \n 48,834\n \n \n (234,587\n \n \n )\n \n \n Other (expenses) income, net\n \n \n 25,804\n \n \n (162\n \n \n )\n \n \n 25,642\n \n \n Net loss before income taxes\n \n \n (257,617\n \n \n )\n \n \n 48,672\n \n \n (208,945\n \n \n )\n \n \n Income tax expense\n \n \n -\n \n \n -\n \n \n Net loss from continuing operations\n \n \n (257,617\n \n \n )\n \n \n 48,672\n \n \n (208,945\n \n \n )\n \n \n Net loss from discontinued operations\n \n \n Loss on disposal\n \n \n -\n \n \n -\n \n \n -\n \n \n Loss from discontinued operations\n \n \n -\n \n \n (48,004\n \n \n )\n \n \n (48,004\n \n \n )\n \n \n Net (loss) gain from discontinued operations\n \n \n -\n \n \n (48,004\n \n \n )\n \n \n (48,004\n \n \n )\n \n \n Net loss\n \n \n (257,617\n \n \n )\n \n \n 48,672\n \n \n (256,949\n \n \n )\n \n \n Less: Net income attributable to non-controlling interests\n \n \n (9,600\n \n \n )\n \n 19,200\n \n 9,600\n \n \n Net loss attributable to Nocera Shareholders\n \n \n $\n \n \n (248,017\n \n \n )\n \n \n 668\n \n \n $\n \n \n (247,349\n \n \n )\n \n \n Comprehensive loss\n \n \n Net loss\n \n \n (257,617\n \n \n )\n \n \n 668\n \n \n (256,949\n \n \n )\n \n \n Foreign currency translation income (loss)\n \n \n (2,838\n \n \n )\n \n \n 247\n \n \n (2,591\n \n \n )\n \n \n Total comprehensive loss\n \n \n (260,455\n \n \n )\n \n \n 915\n \n \n (259,540\n \n \n )\n \n \n Less: Net loss attributable to non-controlling interest\n \n \n (9,600\n \n \n )\n \n 19,200\n \n 9,600\n \n \n Less: Foreign currency translation loss attributable to non-controlling interest\n \n \n (423\n \n \n )\n \n 846\n \n 423\n \n \n Comprehensive loss attributable to Nocera Shareholders\n \n \n $\n \n \n (250,432\n \n \n )\n \n \n $\n \n \n 915\n \n \n $\n \n \n (249,517\n \n \n )\n \n \n Loss per share - basic and diluted\n \n \n $\n \n \n (0.0175\n \n \n )\n \n \n $\n \n \n (0.5033\n \n \n )\n \n \n $\n \n \n (0.5208\n \n \n )\n \n \n Net loss per share from continuing operations - basic and diluted\n \n \n $\n \n \n -\n \n \n $\n \n \n (0.4197\n \n \n )\n \n \n $\n \n \n (0.4197\n \n \n )\n \n \n Net loss per share from discontinued operations - basic and diluted\n \n \n $\n \n \n -\n \n \n $\n \n \n (0.1011\n \n \n )\n \n \n $\n \n \n (0.1011\n \n \n )\n \n \n Weighted Average Shares Outstanding - Basic and Diluted*\n \n \n 14,247,539\n \n \n (13,772,621\n \n \n )\n \n \n 474,918\n \n \n \n See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements.\n \n \n \n * Weighted average shares outstanding and net loss per share for all periods presented have been retroactively adjusted to reflect the 1-for-30 reverse stock split effected on July 6, 2026.\n INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS \n (RESTATED) \n (Stated in US Dollars except for Number of Shares) \n Three months ended March 31, 2025 \n As Reported \n Restatement \n As Restated \n (Unaudited) \n Adjustments \n (Unaudited) \n Cash flows from operating activities:\n \n \n Net loss\n \n \n $\n \n \n (257,617\n \n \n )\n \n \n $\n \n \n 668\n \n \n $\n \n \n (256,949\n \n \n )\n \n \n Adjustments to reconcile net loss to net cash provided by operating activities:\n \n \n Depreciation expenses\n \n \n 33,674\n \n \n 427\n \n \n 34,101\n \n \n Amortization\n \n \n 4,076\n \n \n -\n \n \n 4,076\n \n \n Gain on fair value change of financial assets held for trading\n \n \n (3\n \n \n )\n \n \n -\n \n \n (3\n \n \n )\n \n \n Non-cash interest expense on lease liability\n \n \n -\n \n \n 162\n \n \n 162\n \n \n Changes in operating assets and liabilities:\n \n \n Accounts receivable, net\n \n \n 11,262\n \n \n (346\n \n \n )\n \n \n 10,916\n \n \n Prepaid expenses and other assets, net\n \n \n 45,663\n \n \n 2,445\n \n \n 48,108\n \n \n Other non-current assets\n \n \n 3,076\n \n \n (349\n \n \n )\n \n \n 2,727\n \n \n Other payables and accrued liabilities\n \n \n 50,424\n \n \n (856\n \n \n )\n \n \n 49,570\n \n \n Income tax payable\n \n \n (14,083\n \n \n )\n \n \n (30\n \n \n )\n \n \n (14,113\n \n \n )\n \n \n Subtract non-cash gain on warrant liabilities\n \n \n 8,426\n \n \n -\n \n \n 8,426\n \n \n Net cash (used in) operating activities\n \n \n (115,102\n \n \n )\n \n \n 2,122\n \n \n (112,979\n \n \n )\n \n \n Cash flows from investing activities\n \n \n Proceeds from disposal of financial assets at FVTPL\n \n \n 213\n \n \n -\n \n \n 213\n \n \n Proceeds from disposal of property and equipment\n \n \n -\n \n \n 216\n \n \n 216\n \n \n Net cash provided by investing activities\n \n \n 213\n \n \n 216\n \n \n 429\n \n \n Cash flows from financing activities:\n \n \n Proceeds from issuance of common stock\n \n \n 150,000\n \n \n -\n \n \n 150,000\n \n \n Payment of lease liabilities\n \n \n -\n \n \n (1,797\n \n \n )\n \n \n (1,797\n \n \n )\n \n \n Payment for secured other borrowings\n \n \n (1,817\n \n \n )\n \n \n 1,817\n \n \n -\n \n \n Net cash provided by financing activities\n \n \n 148,183\n \n \n 20\n \n \n 148,203\n \n \n Net effect of exchange rate changes on cash and cash equivalents\n \n \n 14,316\n \n \n (2,359\n \n \n )\n \n \n 11,957\n \n \n Net increase/(decrease) in cash and cash equivalents\n \n \n 47,610\n \n \n -\n \n \n 47,610\n \n \n Cash and cash equivalents at beginning of period\n \n \n 484,161\n \n \n -\n \n \n 484,161\n \n \n Cash and cash equivalents at end of period\n \n \n $\n \n \n 531,771\n \n \n $\n \n \n -\n \n \n $\n \n \n 531,771\n INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS \n (RESTATED) \n (Stated in US Dollars except for Number of Shares) \n June 30, 2025 \n As Reported \n Restatement \n As Restated \n (Unaudited) \n Adjustments \n (Unaudited) \n ASSETS\n \n \n Current assets\n \n \n Cash and cash equivalents\n \n \n $\n \n \n 150,130\n \n \n $\n \n \n -\n \n \n $\n \n \n 150,130\n \n \n Accounts receivable\n \n \n 109,951\n \n \n (104,812\n \n \n )\n \n \n 5,139\n \n \n Prepaid expenses and other current assets\n \n \n 436,077\n \n \n (333,264\n \n \n )\n \n \n 102,813\n \n \n Total current assets\n \n \n 696,158\n \n \n (438,076\n \n \n )\n \n \n 258,082\n \n \n Equity method investments\n \n \n 454,300\n \n \n -\n \n \n 454,300\n \n \n Property and equipment, net\n \n \n 1,345,109\n \n \n (60,731\n \n \n )\n \n \n 1,284,378\n \n \n Right-of-use assets\n \n \n -\n \n \n 39,180\n \n \n 39,180\n \n \n Intangible asset, net\n \n \n 89,673\n \n \n -\n \n \n 89,673\n \n \n Goodwill\n \n \n 1,847,713\n \n \n (1,351,703\n \n \n )\n \n \n 496,010\n \n \n Other non-current assets\n \n \n 6,735\n \n \n $\n \n \n -\n \n \n 6,735\n \n \n Total assets\n \n \n $\n \n \n 4,439,688\n \n \n (1,811,330\n \n \n )\n \n \n $\n \n \n 2,628,358\n \n \n LIABILITIES AND EQUITY\n \n \n Liabilities\n \n \n Current liabilities\n \n \n Income tax payable\n \n \n $\n \n \n 152,494\n \n \n $\n \n \n 110,628\n \n \n $\n \n \n 263,122\n \n \n Accrued expenses and other liabilities\n \n \n 338,736\n \n \n (28,260\n \n \n )\n \n \n 310,476\n \n \n Dividend payable\n \n \n 54,312\n \n \n -\n \n \n 54,312\n \n \n Due to related parties\n \n \n 28,062\n \n \n -\n \n \n 28,062\n \n \n Financial lease liabilities - current\n \n \n -\n \n \n 6,990\n \n \n 6,990\n \n \n Warrant liability\n \n \n 107,852\n \n \n -\n \n \n 107,852\n \n \n Total current liabilities\n \n \n 681,456\n \n \n 89,358\n \n \n 770,814\n \n \n Lease liability\n \n \n -\n \n \n 21,373\n \n \n 21,373\n \n \n Total liabilities\n \n \n 681,456\n \n \n $\n \n \n 110,731\n \n \n 792,187\n \n \n Commitments and contingencies\n \n \n -\n \n \n -\n \n \n Equity\n \n \n -\n \n \n Common stock ($0.001 par value; authorized 200,000,000 shares; 478,918 shares and 468,251 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively, as adjusted for the 1-for-30 reverse stock split effected on July 6, 2026)\n \n \n 14,367\n \n \n (13,888\n \n \n )\n \n \n 479\n \n \n Preferred stock ($0.001 par value; authorized 10,000,000 shares; Series A Preferred Stock, 2,000,000 authorized, 80,000 shares and 80,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively)\n \n \n 80\n \n \n -\n \n \n 80\n \n \n Additional paid-in capital\n \n \n 25,439,945\n \n \n 13,888\n \n \n 25,453,833\n \n \n Statutory and other reserves\n \n \n 191,219\n \n \n -\n \n \n 191,219\n \n \n Accumulated losses\n \n \n (21,978,606\n \n \n )\n \n \n (1,920,621\n \n \n )\n \n \n (23,899,227\n \n \n )\n \n \n Accumulated other comprehensive income\n \n \n 68,310\n \n \n (1,440\n \n \n )\n \n \n 66,870\n \n \n Total Nocera, Inc.'s stockholders' equity\n \n \n 3,735,315\n \n \n (1,922,061\n \n \n )\n \n \n 1,813,254\n \n \n Non-controlling interests\n \n \n 22,917\n \n \n -\n \n \n 22,917\n \n \n Total equity\n \n \n 3,758,232\n \n \n (1,922,061\n \n \n )\n \n \n 1,836,171\n \n \n Total liabilities and equity\n \n \n $\n \n \n 4,439,688\n \n \n $\n \n \n (1,811,330\n \n \n )\n \n \n $\n \n \n 2,628,358\n INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS \n (RESTATED) \n (Stated in US Dollars except for Number of Shares) \n Three months ended June 30, 2025 \n As Reported \n Restatement \n As Restated \n (Unaudited) \n Adjustments \n (Unaudited) \n Net sales\n \n \n $\n \n \n 3,971,716\n \n \n $\n \n \n (945,026\n \n \n )\n \n \n $\n \n \n 3,026,690\n \n \n Cost of sales\n \n \n (3,939,262\n \n \n )\n \n \n 942,620\n \n \n (2,996,642\n \n \n )\n \n \n Gross profit\n \n \n 32,454\n \n \n (2,406\n \n \n )\n \n \n 30,048\n \n \n Operating expenses\n \n \n General and administrative expenses\n \n \n (236,322\n \n \n )\n \n \n 57,580\n \n \n (178,742\n \n \n )\n \n \n Total operating expenses\n \n \n (236,322\n \n \n )\n \n \n 57,580\n \n \n (178,742\n \n \n )\n \n \n Loss from operations\n \n \n (203,868\n \n \n )\n \n \n 55,174\n \n \n (148,694\n \n \n )\n \n \n Other (expenses) income, net\n \n \n (158,216\n \n \n )\n \n \n 174,793\n \n \n 16,577\n \n \n Net loss before income taxes\n \n \n (362,084\n \n \n )\n \n \n 229,967\n \n \n (132,117\n \n \n )\n \n \n Income tax expense\n \n \n (140,561\n \n \n )\n \n \n -\n \n \n (140,561\n \n \n )\n \n \n Net loss from continuing operations\n \n \n (502,645\n \n \n )\n \n \n 229,967\n \n \n (272,678\n \n \n )\n \n \n Net loss from discontinued operations\n \n \n Loss on disposal\n \n \n -\n \n \n -\n \n \n -\n \n \n Loss from discontinued operations\n \n \n -\n \n \n (54,684\n \n \n )\n \n \n (54,684\n \n \n )\n \n \n Net (loss) gain from discontinued operations\n \n \n -\n \n \n (54,684\n \n \n )\n \n \n (54,684\n \n \n )\n \n \n Net loss\n \n \n (502,645\n \n \n )\n \n \n 175,283\n \n \n (327,362\n \n \n )\n \n \n Less: Net income attributable to non-controlling interests\n \n \n (10,937\n \n \n )\n \n \n -\n \n \n (10,937\n \n \n )\n \n \n Net loss attributable to Nocera Shareholders\n \n \n $\n \n \n (491,708\n \n \n )\n \n \n 175,283\n \n \n $\n \n \n (316,425\n \n \n )\n \n \n Comprehensive loss\n \n \n Net loss\n \n \n (502,645\n \n \n )\n \n \n 175,283\n \n \n (327,362\n \n \n )\n \n \n Foreign currency translation income (loss)\n \n \n (53,057\n \n \n )\n \n \n 101,520\n \n \n 48,463\n \n \n Total comprehensive loss\n \n \n (555,702\n \n \n )\n \n \n 276,803\n \n \n (278,899\n \n \n )\n \n \n Less: Net loss attributable to non-controlling interest\n \n \n (10,937\n \n \n )\n \n \n -\n \n \n (10,937\n \n \n )\n \n \n Less: Foreign currency translation loss attributable to non-controlling interest\n \n \n 3,443\n \n \n -\n \n \n 3,443\n \n \n Comprehensive loss attributable to Nocera Shareholders\n \n \n $\n \n \n (548,208\n \n \n )\n \n \n $\n \n \n 276,803\n \n \n $\n \n \n (271,405\n \n \n )\n \n \n Loss per share - basic and diluted\n \n \n $\n \n \n (0.0345\n \n \n )\n \n \n $\n \n \n (0.6262\n \n \n )\n \n \n $\n \n \n (0.6607\n \n \n )\n \n \n Net loss per share from continuing operations - basic and diluted\n \n \n $\n \n \n -\n \n \n $\n \n \n (0.5465\n \n \n )\n \n \n $\n \n \n (0.5465\n \n \n )\n \n \n Net loss per share from discontinued operations - basic and diluted\n \n \n $\n \n \n -\n \n \n $\n \n \n (0.1142\n \n \n )\n \n \n $\n \n \n (0.1142\n \n \n )\n \n \n Weighted Average Shares Outstanding - Basic and Diluted*\n \n \n 14,367,539\n \n \n (13,888,621\n \n \n )\n \n \n 478,918\n \n \n \n See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements.\n \n \n \n * Weighted average shares outstanding and net loss per share for all periods presented have been retroactively adjusted to reflect the 1-for-30 reverse stock split effected on July 6, 2026.\n INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS \n (RESTATED) \n (Stated in US Dollars except for Number of Shares) \n Six months ended June 30, 2025 \n As Reported \n Restatement \n As Restated \n (Unaudited) \n Adjustments \n (Unaudited) \n Net sales\n \n \n $\n \n \n 8,505,844\n \n \n $\n \n \n (2,485,878\n \n \n )\n \n \n $\n \n \n 6,019,966\n \n \n Cost of sales\n \n \n (8,422,440\n \n \n )\n \n \n 2,479,843\n \n \n (5,942,597\n \n \n )\n \n \n Gross profit\n \n \n 83,404\n \n \n (6,035\n \n \n )\n \n \n 77,369\n \n \n Operating expenses\n \n \n General and administrative expenses\n \n \n (570,693\n \n \n )\n \n \n 110,042\n \n \n (460,651\n \n \n )\n \n \n Total operating expenses\n \n \n (570,693\n \n \n )\n \n \n 110,042\n \n \n (460,651\n \n \n )\n \n \n Loss from operations\n \n \n (487,289\n \n \n )\n \n \n 104,007\n \n \n (383,282\n \n \n )\n \n \n Other (expenses) income, net\n \n \n (132,412\n \n \n )\n \n \n 90,192\n \n \n 42,220\n \n \n Net loss before income taxes\n \n \n (619,701\n \n \n )\n \n \n 278,639\n \n \n (341,062\n \n \n )\n \n \n Income tax expense\n \n \n (140,561\n \n \n )\n \n \n -\n \n \n (140,561\n \n \n )\n \n \n Net loss from continuing operations\n \n \n (760,262\n \n \n )\n \n \n 278,639\n \n \n (481,623\n \n \n )\n \n \n Net loss from discontinued operations\n \n \n Loss on disposal\n \n \n -\n \n \n -\n \n \n -\n \n \n Loss from discontinued operations\n \n \n -\n \n \n (102,688\n \n \n )\n \n \n (102,688\n \n \n )\n \n \n Net (loss) gain from discontinued operations\n \n \n (102,688\n \n \n )\n \n \n (102,688\n \n \n )\n \n \n Net loss\n \n \n (760,262\n \n \n )\n \n \n 175,951\n \n \n (584,311\n \n \n )\n \n \n Less: Net income attributable to non-controlling interests\n \n \n (20,537\n \n \n )\n \n \n -\n \n \n (20,537\n \n \n )\n \n \n Net loss attributable to Nocera Shareholders\n \n \n $\n \n \n (739,725\n \n \n )\n \n \n 175,951\n \n \n $\n \n \n (563,774\n \n \n )\n \n \n Comprehensive loss\n \n \n Net loss\n \n \n (760,262\n \n \n )\n \n \n 175,951\n \n \n (584,311\n \n \n )\n \n \n Foreign currency translation income (loss)\n \n \n (55,895\n \n \n )\n \n \n 101,767\n \n \n 45,872\n \n \n Total comprehensive loss\n \n \n (816,157\n \n \n )\n \n \n 277,718\n \n \n (538,439\n \n \n )\n \n \n Less: Net loss attributable to non-controlling interest\n \n \n (20,537\n \n \n )\n \n \n -\n \n \n (20,537\n \n \n )\n \n \n Less: Foreign currency translation loss attributable to non-controlling interest\n \n \n 3,020\n \n \n -\n \n \n 3,020\n \n \n Comprehensive loss attributable to Nocera Shareholders\n \n \n $\n \n \n (798,640\n \n \n )\n \n \n $\n \n \n 277,718\n \n \n $\n \n \n (520,922\n \n \n )\n \n \n Loss per share - basic and diluted\n \n \n $\n \n \n (0.0523\n \n \n )\n \n \n $\n \n \n (1.1249\n \n \n )\n \n \n $\n \n \n (1.1772\n \n \n )\n \n \n Net loss per share from continuing operations - basic and diluted\n \n \n $\n \n \n -\n \n \n $\n \n \n (0.9628\n \n \n )\n \n \n $\n \n \n (0.9628\n \n \n )\n \n \n Net loss per share from discontinued operations - basic and diluted\n \n \n $\n \n \n -\n \n \n $\n \n \n (0.2144\n \n \n )\n \n \n $\n \n \n (0.2144\n \n \n )\n \n \n Weighted Average Shares Outstanding - Basic and Diluted\n \n \n 14,367,539\n \n \n (13,888,621\n \n \n )\n \n \n 478,918\n INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS \n (RESTATED) \n (Stated in US Dollars except for Number of Shares) \n Six months ended June 30, 2025 \n As Reported \n Restatement \n As Restated \n (Unaudited) \n Adjustments \n (Unaudited) \n Cash flows from operating activities:\n \n \n $\n \n \n Net loss\n \n \n $\n \n \n (760,262\n \n \n )\n \n \n $\n \n \n 175,951\n \n \n $\n \n \n (584,311\n \n \n )\n \n \n Adjustments to reconcile net loss to net cash provided by operating activities:\n \n \n Depreciation expenses\n \n \n 200,652\n \n \n 1,308\n \n \n 199,344\n \n \n Amortization\n \n \n 8,152\n \n \n -\n \n \n 8,152\n \n \n Gain on fair value change of financial assets held for trading\n \n \n (3\n \n \n )\n \n \n -\n \n \n (3\n \n \n )\n \n \n Gain on disposal of SY Culture\n \n \n 87,332\n \n \n 271\n \n \n 87,603\n \n \n Share of profit of associates\n \n \n 45,700\n \n \n -\n \n \n 45,700\n \n \n Non-cash interest expense on lease liability\n \n \n -\n \n \n 302\n \n \n 302\n \n \n Changes in operating assets and liabilities:\n \n \n Accounts receivable, net\n \n \n 33,455\n \n \n 1,588\n \n \n 35,043\n \n \n Prepaid expenses and other assets, net\n \n \n 42,234\n \n \n 7,701\n \n \n 49,935\n \n \n Other non-current assets\n \n \n 1,298\n \n \n (349\n \n \n )\n \n \n 949\n \n \n Other payables and accrued liabilities\n \n \n (137,259\n \n \n )\n \n \n (2,746\n \n \n )\n \n \n (134,513\n \n \n )\n \n \n Income tax payable\n \n \n (127,407\n \n \n )\n \n \n 52\n \n \n (127,355\n \n \n )\n \n \n Subtract non-cash gain on warrant liabilities\n \n \n 31,005\n \n \n -\n \n \n 31,005\n \n \n Net cash (used in) provided by operating activities\n \n \n (320,289\n \n \n )\n \n \n 11,644\n \n \n (308,645\n \n \n )\n \n \n Cash flows from investing activities\n \n \n Proceeds from disposal of financial assets at FVTPL\n \n \n 213\n \n \n -\n \n \n 213\n \n \n Disposal of SY Culture\n \n \n 363,845\n \n \n -\n \n \n 363,845\n \n \n Equity method investments\n \n \n (500,000\n \n \n )\n \n \n -\n \n \n (500,000\n \n \n )\n \n \n Net cash used in investing activities\n \n \n (135,942\n \n \n )\n \n \n -\n \n \n (135,942\n \n \n )\n \n \n Cash flows from financing activities:\n \n \n Proceeds from issuance of common stock\n \n \n 240,000\n \n \n -\n \n \n 240,000\n \n \n Payment of lease liabilities\n \n \n -\n \n \n (2,316\n \n \n )\n \n \n (2,316\n \n \n )\n \n \n Payment for secured other borrowings\n \n \n (3,634\n \n \n )\n \n \n 3,634\n \n \n -\n \n \n Net cash provided by financing activities\n \n \n 236,366\n \n \n 1,318\n \n \n 237,684\n \n \n Net effect of exchange rate changes on cash and cash equivalents\n \n \n (114,166\n \n \n )\n \n \n (12,962\n \n \n )\n \n \n (127,128\n \n \n )\n \n \n Net increase/(decrease) in cash and cash equivalents\n \n \n (334,031\n \n \n )\n \n \n -\n \n \n (334,031\n \n \n )\n \n \n Cash and cash equivalents at beginning of period\n \n \n 484,161\n \n \n -\n \n \n 484,161\n \n \n Cash and cash equivalents at end of period\n \n \n $\n \n \n 150,130\n \n \n $\n \n \n -\n \n \n $\n \n \n 150,130\n INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS \n (RESTATED) \n (Stated in US Dollars except for Number of Shares) \n September 30, 2025 \n As Reported \n Restatement \n As Restated \n (Unaudited) \n Adjustments \n (Unaudited) \n ASSETS\n \n \n Current assets\n \n \n Cash and cash equivalents\n \n \n $\n \n \n 2,034,205\n \n \n $\n \n \n -\n \n \n $\n \n \n 2,034,205\n \n \n Accounts receivable\n \n \n 128,512\n \n \n (105,329\n \n \n )\n \n \n 23,183\n \n \n Prepaid expenses and other current assets\n \n \n 359,535\n \n \n (334,908\n \n \n )\n \n \n 24,627\n \n \n Total current assets\n \n \n 2,522,252\n \n \n (440,237\n \n \n )\n \n \n 2,082,015\n \n \n Equity method investments\n \n \n 184,776\n \n \n -\n \n \n 184,776\n \n \n Property and equipment, net\n \n \n 1,281,849\n \n \n (57,795\n \n \n )\n \n \n 1,224,054\n \n \n Intangible asset, net\n \n \n 85,597\n \n \n -\n \n \n 85,597\n \n \n Right-of-use asset\n \n \n -\n \n \n 36,748\n \n \n 36,748\n \n \n Goodwill\n \n \n 1,847,713\n \n \n (1,351,703\n \n \n )\n \n \n 496,010\n \n \n Other non-current assets\n \n \n 6,482\n \n \n -\n \n \n 6,482\n \n \n Total assets\n \n \n $\n \n \n 5,928,669\n \n \n $\n \n \n (1,812,987\n \n \n )\n \n \n $\n \n \n 4,115,682\n \n \n LIABILITIES AND EQUITY\n \n \n Liabilities\n \n \n Current liabilities\n \n \n Income tax payable\n \n \n $\n \n \n 134,746\n \n \n $\n \n \n 110,619\n \n \n $\n \n \n 245,365\n \n \n Accrued expenses and other liabilities\n \n \n 272,989\n \n \n (839\n \n \n )\n \n \n 272,150\n \n \n Dividend payable\n \n \n 54,312\n \n \n -\n \n \n 54,312\n \n \n Due to related parties\n \n \n 28,280\n \n \n -\n \n \n 28,280\n \n \n Financial lease liabilities - current\n \n \n 1,026\n \n \n 6,098\n \n \n 7,124\n \n \n Warrant liability\n \n \n 528,159\n \n \n -\n \n \n 528,159\n \n \n Total current liabilities\n \n \n 1,019,512\n \n \n 115,878\n \n \n 1,135,390\n \n \n Long-term secured other borrowing\n \n \n 24,698\n \n \n (24,698\n \n \n )\n \n \n -\n \n \n Lease liability\n \n \n -\n \n \n 19,660\n \n \n 19,660\n \n \n Total liabilities\n \n \n 1,044,210\n \n \n 110,840\n \n \n 1,155,050\n \n \n Commitments and contingencies\n \n \n -\n \n \n Equity\n \n \n Common stock ($0.001 par value; authorized 200,000,000 shares; 478,918 shares and 468,251 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively, as adjusted for the 1-for-30 reverse stock split effected on July 6, 2026)\n \n \n 14,367\n \n \n (13,888\n \n \n )\n \n \n 479\n \n \n Preferred stock ($0.001 par value; authorized 10,000,000 shares; Series A Preferred Stock, 2,000,000 shares authorized, 80,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively; Series B Preferred Stock, 1,000,000 shares authorized, 3,500 shares issued and outstanding as of September 30, 2025)\n \n \n 84\n \n \n -\n \n \n 84\n \n \n Additional paid-in capital\n \n \n 28,074,941\n \n \n 13,888\n \n \n 28,088,829\n \n \n Statutory and other reserves\n \n \n 191,219\n \n \n -\n \n \n 191,219\n \n \n Accumulated losses\n \n \n (23,479,395\n \n \n )\n \n \n (1,920,247\n \n \n )\n \n \n (25,399,642\n \n \n )\n \n \n Accumulated other comprehensive income\n \n \n 72,280\n \n \n (3,580\n \n \n )\n \n \n 68,700\n \n \n Total Nocera, Inc.'s stockholders' equity\n \n \n 4,873,496\n \n \n (1,923,827\n \n \n )\n \n \n 2,949,669\n \n \n Non-controlling interests\n \n \n 10,963\n \n \n -\n \n \n 10,963\n \n \n Total equity\n \n \n 4,884,459\n \n \n (1,923,827\n \n \n )\n \n \n 2,960,632\n \n \n Total liabilities and equity\n \n \n $\n \n \n 5,928,669\n \n \n $\n \n \n (1,812,987\n \n \n )\n \n \n $\n \n \n 4,115,682\n INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS \n (RESTATED) \n (Stated in US Dollars except for Number of Shares) \n Three months ended September 30, 2025 \n As Reported \n Restatement \n As Restated \n (Unaudited) \n Adjustments \n (Unaudited) \n Net sales\n \n \n $\n \n \n 1,603,392\n \n \n $\n \n \n (93,421\n \n \n )\n \n \n $\n \n \n 1,509,971\n \n \n Cost of sales\n \n \n (1,554,290\n \n \n )\n \n \n 88,776\n \n \n (1,465,514\n \n \n )\n \n \n Gross profit\n \n \n 49,102\n \n \n (4,645\n \n \n )\n \n \n 44,457\n \n \n Operating expenses\n \n \n General and administrative expenses\n \n \n (869,686\n \n \n )\n \n \n 61,308\n \n \n (808,378\n \n \n )\n \n \n Total operating expenses\n \n \n (869,686\n \n \n )\n \n \n 61,308\n \n \n (808,378\n \n \n )\n \n \n Loss from operations\n \n \n (820,584\n \n \n )\n \n \n 56,663\n \n \n (763,921\n \n \n )\n \n \n Other (expenses) income, net\n \n \n (688,750\n \n \n )\n \n \n 63\n \n \n (688,687\n \n \n )\n \n \n Net loss before income taxes\n \n \n (1,509,154\n \n \n )\n \n \n 56,546\n \n \n (1,452,608\n \n \n )\n \n \n Income tax expense\n \n \n (2,870\n \n \n )\n \n \n -\n \n \n (2,870\n \n \n )\n \n \n Net loss from continuing operations\n \n \n (1,512,024\n \n \n )\n \n \n 56,546\n \n \n (1,455,478\n \n \n )\n \n \n Net loss from discontinued operations\n \n \n Loss on disposal\n \n \n -\n \n \n -\n \n \n -\n \n \n Loss from discontinued operations\n \n \n -\n \n \n (56,172\n \n \n )\n \n \n (56,172\n \n \n )\n \n \n Net loss from discontinued operations\n \n \n -\n \n \n (56,172\n \n \n )\n \n \n (56,172\n \n \n )\n \n \n Net loss\n \n \n (1,512,024\n \n \n )\n \n \n 374\n \n \n (1,511,650\n \n \n )\n \n \n Less: Net income attributable to non-controlling interests\n \n \n (11,235\n \n \n )\n \n \n -\n \n \n (11,235\n \n \n )\n \n \n Net loss attributable to Nocera Shareholders\n \n \n $\n \n \n (1,500,789\n \n \n )\n \n \n 374\n \n \n $\n \n \n (1,500,415\n \n \n )\n \n \n Comprehensive loss\n \n \n Net loss\n \n \n (1,512,024\n \n \n )\n \n \n 374\n \n \n (1,511,650\n \n \n )\n \n \n Foreign currency translation income (loss)\n \n \n (3,970\n \n \n )\n \n \n 5,081\n \n \n 1,111\n \n \n Total comprehensive loss\n \n \n (1,515,994\n \n \n )\n \n \n 5,455\n \n \n (1,510,539\n \n \n )\n \n \n Less: Net loss attributable to non-controlling interest\n \n \n (11,235\n \n \n )\n \n \n -\n \n \n (11,235\n \n \n )\n \n \n Less: Foreign currency translation loss attributable to non-controlling interest\n \n \n (719\n \n \n )\n \n \n -\n \n \n (719\n \n \n )\n \n \n Comprehensive loss attributable to Nocera Shareholders\n \n \n $\n \n \n (1,504,040\n \n \n )\n \n \n $\n \n \n 5,455\n \n \n $\n \n \n (1,498,585\n \n \n )\n \n \n Loss per share - basic and diluted\n \n \n $\n \n \n (0.1045\n \n \n )\n \n \n $\n \n \n (3.0284\n \n \n )\n \n \n $\n \n \n (3.1329\n \n \n )\n \n \n Net loss per share from continuing operations - basic and diluted\n \n \n $\n \n \n -\n \n \n $\n \n \n (3.0156\n \n \n )\n \n \n $\n \n \n (3.0156\n \n \n )\n \n \n Net loss per share from discontinued operations - basic and diluted\n \n \n $\n \n \n -\n \n \n $\n \n \n (0.1173\n \n \n )\n \n \n $\n \n \n (0.1173\n \n \n )\n \n \n Weighted Average Shares Outstanding - Basic and Diluted*\n \n \n 14,367,539\n \n \n (13,888,621\n \n \n )\n \n \n 478,918\n \n \n \n See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements.\n \n \n \n * Weighted average shares outstanding and net loss per share for all periods presented have been retroactively adjusted to reflect the 1-for-30 reverse stock split effected on July 6, 2026.\n INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS \n (RESTATED) \n (Stated in US Dollars except for Number of Shares) \n Nine months ended September 30, 2025 \n As Reported \n Restatement \n As Restated \n (Unaudited) \n Adjustments \n (Unaudited) \n Net sales\n \n \n $\n \n \n 10,109,236\n \n \n $\n \n \n (2,579,298\n \n \n )\n \n \n $\n \n \n 7,529,938\n \n \n Cost of sales\n \n \n (9,976,730\n \n \n )\n \n \n 2,568,619\n \n \n (7,408,111\n \n \n )\n \n \n Gross profit\n \n \n 132,506\n \n \n (10,679\n \n \n )\n \n \n 121,827\n \n \n Operating expenses\n \n \n General and administrative expenses\n \n \n (1,440,379\n \n \n )\n \n \n 171,350\n \n \n (1,269,029\n \n \n )\n \n \n Total operating expenses\n \n \n (1,440,379\n \n \n )\n \n \n 171,350\n \n \n (1,269,029\n \n \n )\n \n \n Loss from operations\n \n \n (1,307,873\n \n \n )\n \n \n 160,671\n \n \n (1,147,202\n \n \n )\n \n \n Other (expenses) income, net\n \n \n (820,982\n \n \n )\n \n \n 174,514\n \n \n (646,468\n \n \n )\n \n \n Net loss before income taxes\n \n \n (2,128,855\n \n \n )\n \n \n 335,185\n \n \n (1,793,670\n \n \n )\n \n \n Income tax expense\n \n \n (143,431\n \n \n )\n \n \n -\n \n \n (143,431\n \n \n )\n \n \n Net loss from continuing operations\n \n \n (2,272,286\n \n \n )\n \n \n 335,185\n \n \n (1,937,101\n \n \n )\n \n \n Net loss from discontinued operations\n \n \n Loss on disposal\n \n \n -\n \n \n -\n \n \n -\n \n \n Loss from discontinued operations\n \n \n -\n \n \n (158,860\n \n \n )\n \n \n (158,860\n \n \n )\n \n \n Net loss from discontinued operations\n \n \n -\n \n \n (158,860\n \n \n )\n \n \n (158,860\n \n \n )\n \n \n Net loss\n \n \n (2,272,286\n \n \n )\n \n \n 176,325\n \n \n (2,095,961\n \n \n )\n \n \n Less: Net income attributable to non-controlling interests\n \n \n (31,772\n \n \n )\n \n \n -\n \n \n (31,772\n \n \n )\n \n \n Net loss attributable to Nocera Shareholders\n \n \n $\n \n \n (2,240,514\n \n \n )\n \n \n 176,325\n \n \n $\n \n \n (2,064,189\n \n \n )\n \n \n Comprehensive loss\n \n \n Net loss\n \n \n (2,272,286\n \n \n )\n \n \n 176,325\n \n \n (2,095,961\n \n \n )\n \n \n Foreign currency translation income (loss)\n \n \n (59,865\n \n \n )\n \n \n 106,848\n \n \n 46,983\n \n \n Total comprehensive loss\n \n \n (2,332,151\n \n \n )\n \n \n 283,173\n \n \n (2,048,978\n \n \n )\n \n \n Less: Net loss attributable to non-controlling interest\n \n \n (31,772\n \n \n )\n \n \n -\n \n \n (31,772\n \n \n )\n \n \n Less: Foreign currency translation loss attributable to non-controlling interest\n \n \n 2,301\n \n \n -\n \n \n 2,301\n \n \n Comprehensive loss attributable to Nocera Shareholders\n \n \n $\n \n \n (2,302,680\n \n \n )\n \n \n $\n \n \n 283,173\n \n \n $\n \n \n (2,019,507\n \n \n )\n \n \n Loss per share - basic and diluted\n \n \n $\n \n \n (0.1569\n \n \n )\n \n \n $\n \n \n (4.1532\n \n \n )\n \n \n $\n \n \n (4.3101\n \n \n )\n \n \n Net loss per share from continuing operations - basic and diluted\n \n \n $\n \n \n -\n \n \n $\n \n \n (3.9784\n \n \n )\n \n \n $\n \n \n (3.9784\n \n \n )\n \n \n Net loss per share from discontinued operations - basic and diluted\n \n \n $\n \n \n -\n \n \n $\n \n \n (0.3317\n \n \n )\n \n \n $\n \n \n (0.3317\n \n \n )\n \n \n Weighted Average Shares Outstanding - Basic and Diluted*\n \n \n 14,367,539\n \n \n (13,888,621\n \n \n )\n \n \n 478,918\n \n \n \n See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements.\n \n \n \n * Weighted average shares outstanding and net loss per share for all periods presented have been retroactively adjusted to reflect the 1-for-30 reverse stock split effected on July 6, 2026.\n INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS \n (RESTATED) \n (Stated in US Dollars except for Number of Shares) \n Nine months ended September 30, 2025 \n As Reported \n Restatement \n As Restated \n (Unaudited) \n Adjustments \n (Unaudited) \n Cash flows from operating activities:\n \n \n Net loss\n \n \n $\n \n \n (2,272,286\n \n \n )\n \n \n $\n \n \n 176,325\n \n \n $\n \n \n (2,095,961\n \n \n )\n \n \n Adjustments to reconcile net loss to net cash provided by operating activities:\n \n \n Depreciation expenses\n \n \n 212,204\n \n \n (2,018\n \n \n )\n \n \n 210,186\n \n \n Amortization\n \n \n 12,228\n \n \n -\n \n \n 12,228\n \n \n Gain on fair value change of financial assets held for trading\n \n \n (3\n \n \n )\n \n \n -\n \n \n (3\n \n \n )\n \n \n Gain on disposal of SY Culture\n \n \n 87,332\n \n \n (174,935\n \n \n )\n \n \n (87,603\n \n \n )\n \n \n Share of profit of associates\n \n \n 315,224\n \n \n -\n \n \n 315,224\n \n \n Non-cash interest expense on lease liability\n \n \n -\n \n \n 419\n \n \n 419\n \n \n Changes in operating assets and liabilities:\n \n \n Accounts receivable, net\n \n \n 16,301\n \n \n 1,589\n \n \n 17,890\n \n \n Prepaid expenses and other assets, net\n \n \n 118,574\n \n \n 6,839\n \n \n 125,413\n \n \n Other non-current assets\n \n \n 1,364\n \n \n (349\n \n \n )\n \n \n 1,015\n \n \n Other payables and accrued liabilities\n \n \n (175,034\n \n \n )\n \n \n 2,214\n \n \n (172,820\n \n \n )\n \n \n Income tax payable\n \n \n 109,669\n \n \n (71\n \n \n )\n \n \n 109,598\n \n \n Subtract non-cash gain on warrant liabilities\n \n \n 451,312\n \n \n -\n \n \n 451,312\n \n \n Net cash (used in) provided by operating activities\n \n \n (1,123,115\n \n \n )\n \n \n 10,013\n \n \n (1,113,102\n \n \n )\n \n \n Cash flows from investing activities\n \n \n Proceeds from disposal of financial assets at FVTPL\n \n \n 213\n \n \n -\n \n \n 213\n \n \n Disposal of SY Culture\n \n \n 363,845\n \n \n -\n \n \n 363,845\n \n \n Equity method investments\n \n \n (500,000\n \n \n )\n \n \n -\n \n \n (500,000\n \n \n )\n \n \n Net cash used in investing activities\n \n \n (135,942\n \n \n )\n \n \n -\n \n \n (135,942\n \n \n )\n \n \n Cash flows from financing activities:\n \n \n Proceeds from issuance of common stock\n \n \n 240,000\n \n \n -\n \n \n 240,000\n \n \n Proceeds from issuance of preferred stock, net\n \n \n 2,635,000\n \n \n -\n \n \n 2,635,000\n \n \n Payment of lease liabilities\n \n \n -\n \n \n (3,890\n \n \n )\n \n \n (3,890\n \n \n )\n \n \n Payment for secured other borrowings\n \n \n (5,451\n \n \n )\n \n \n 5,165\n \n \n (286\n \n \n )\n \n \n Net cash provided by financing activities\n \n \n 2,869,549\n \n \n (1,275\n \n \n )\n \n \n 2,870,824\n \n \n Net effect of exchange rate changes on cash and cash equivalents\n \n \n (60,448\n \n \n )\n \n \n (11,288\n \n \n )\n \n \n (71,736\n \n \n )\n \n \n Net increase/(decrease) in cash and cash equivalents\n \n \n (1,550,044\n \n \n )\n \n \n -\n \n \n (1,550,044\n \n \n )\n \n \n Cash and cash equivalents at beginning of period\n \n \n 484,161\n \n \n -\n \n \n 484,161\n \n \n Cash and cash equivalents at end of period\n \n \n $\n \n \n 2,034,205\n \n \n $\n \n \n -\n \n \n $\n \n \n 2,034,205\n PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES \n 1. \n Financial Statements: The following Financial Statements and Supplementary Data of Nocera, Inc. and the Report of Independent Registered Public Accounting Firm included in Part II, Item 8: \n · \n Balance Sheets at December 31, 2025 and 2024; \n · \n Statements of Operations for the years ended December 31, 2025 and 2024; \n · \n Statements of Changes in Stockholders' Deficit for the years ended December 31, 2025 and 2024; \n · \n Statements of Cash Flows for the years ended December 31, 2025 and 2024; and \n · \n Notes to Financial Statements. \n 2. Exhibits:\n EXHIBIT INDEX Exhibit No. Description Previously Filed and Incorporated by Reference Herein \n 3.1 Amended and Restated Articles of Incorporation of the Registrant \n Filed as Exhibit 3.2 to Form 10-K filed on March 23, 2022. \n 3.2 Certificate of Amendment of Amended and Restated Articles of Incorporation of the Registrant \n Filed as Exhibit 3.6 to Form 10-K filed on March 23, 2022. \n 3.3 Certificate of Amendment of Articles of Incorporation of the Registrant \n Filed as Exhibit 3.7 to Form 10-K filed on March 23, 2022. \n 3.4 Certificate of Change of the Registrant \n Filed as Exhibit 3.3 to Form 10-12G filed on October 19, 2018. \n 3.5 Amended and Restated Bylaws of the Registrant \n Filed as Exhibit 3.1 to Form 8-K filed on February 28, 2022. \n 4.1 Description of Nocera, Inc.'s securities registered under Section 12 of the Securities Exchange Act of 1934, as amended \n Filed as Exhibit 4.1 to Form 10-K filed on March 23, 2022. \n 10.1† 2018 Nocera, Inc. Stock Option and Award Incentive Plan \n Filed as Exhibit 10.2 to Form 8-K12G3 filed on January 31, 2019. \n 10.2 VIE Purchase, dated September 7, 2022, between Nocera, Inc., Meixin Institutional Food Development Co., Ltd., and the Selling Stockholder \n Filed as Exhibit 10.1 to Form 8-K filed on September 12, 2022. \n 10.3 Voting Rights Proxy Agreement, dated September 7, 2022, between Nocera, Inc., the Selling Stockholder and Meixin Institutional Food Development Co., Ltd. \n Filed as Exhibit 10.2 to Form 8-K filed on September 12, 2022. \n 10.4 Exclusive Business Cooperation Agreement, September 7, 2022, between Nocera, Inc. and Meixin Institutional Food Development Co., Ltd. \n Filed as Exhibit 10.3 to Form 8-K filed on September 12, 2022. \n 10.5 Equity Pledge Agreement, dated September 7, 2022, between Nocera, Inc. the Selling Stockholder and Meixin Institutional Food Development Co., Ltd. \n Filed as Exhibit 10.4 to Form 8-K filed on September 12, 2022. \n 10.6 Exclusive Call Option Agreement, dated September 7, 2022, between Nocera, Inc., the Selling Stockholder and Meixin Institutional Food Development Co., Ltd. \n Filed as Exhibit 10.5 to Form 8-K filed on September 12, 2022. \n 10.7† Employment Agreement dated as of July 31, 2023, by and between Nocera, Inc. and Andy Jin \n Filed as Exhibit 10.1 to Form 8-K filed on August 4, 2023. \n 10.9\n Share Exchange Agreement dated as of January 31, 2024, by and between Shanghai Nocera Culture Co., Ltd., Zhejiang Xinca Mutual Entertainment Culture Media Co., Ltd. and the selling stockholder \n Filed as Exhibit 10.1 to Form 8-K filed on February 6, 2024.\n \n \n 10.9\n Voting Rights Proxy Agreement dated as of January 31, 2024, by and between Shanghai Nocera Culture Co., Ltd. and the selling stockholder \n Filed as Exhibit 10.2 to Form 8-K filed on February 6, 2024.\n \n \n 10.10\n Exclusive Business Cooperation Agreement dated as of January 31, 2024, by and between Shanghai Nocera Culture Co., Ltd., Zhejiang Xinca Mutual Entertainment Culture Media Co., Ltd. and the selling stockholder \n Filed as Exhibit 10.3 to Form 8-K filed on February 6, 2024.\n \n \n 10.11\n Equity Pledge Agreement dated as of January 31, 2024, by and between Shanghai Nocera Culture Co., Ltd. and the selling stockholder \n Filed as Exhibit 10.4 to Form 8-K filed on February 6, 2024.\n \n \n 10.12\n Exclusive Call Option Agreement dated as of January 31, 2024, by and between Shanghai Nocera Culture Co., Ltd., Zhejiang Xinca Mutual Entertainment Culture Media Co., Ltd. and the selling stockholder \n Filed as Exhibit 10.5 to Form 8-K filed on February 6, 2024.\n \n \n 10.13\n Financial Support Letter dated January 25, 2025 \n Filed as Exhibit 10.13 to Form 10-K/A on April 21, 2026.\n 14.1 Code of Ethics \n Filed as Exhibit 14.1 to Form S-1 filed on April 1, 2022. \n 19.1\n Insider Trading Policy \n Filed as Exhibit 19.1 to Form 10-K/A on April 21, 2026.\n 21.1 List of Subsidiaries of Nocera, Inc. \n Filed as Exhibit 21.1 to Form 10-K filed on April 1, 2024. \n 31.1 Rule 13a-14(a)/15d-14(a) Certification of the President and Chief Executive Officer of Nocera, Inc. \n * \n 31.2 Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer of Nocera, Inc. \n * \n 32.1 Section 1350 Certification of the President and Chief Executive Officer of Nocera, Inc. \n ** \n 32.2 Section 1350 Certification of the Chief Financial Officer of Nocera, Inc. \n ** \n 97.1 Clawback Policy \n Filed as Exhibit 97.1 to Form 10-K filed on April 1, 2024. \n 99.1 Audit Committee Charter \n Filed as Exhibit 99.1 to Form S-1 filed on April 1, 2022. \n 99.2 Compensation Committee Charter \n Filed as Exhibit 99.2 to Form S-1 filed on April 1, 2022. \n 99.3 Nominating and Corporate Governance Committee Charter \n Filed as Exhibit 99.3 to Form S-1 filed on April 1, 2022. \n 101 \n Interactive Data Files \n * \n 101.INS \n Inline XBRL Instance Document \n * \n 101.SCH \n Inline XBRL Schema Document \n * \n 101.CAL \n Inline XBRL Calculation Linkbase Document \n * \n 101.DEF \n Inline XBRL Definition Linkbase Document \n * \n 101.LAB \n Inline XBRL Label Linkbase Document \n * \n 101.PRE \n Inline XBRL Presentation Linkbase Document \n * \n 104 \n Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). \n * \n ________________________\n * \n Filed herewith. \n ** \n Furnished herewith and not to be incorporated by reference into any filing of Nocera, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K. \n † \n Management contract or compensatory plan. \n SIGNATURES \n Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n NOCERA, INC. \n Dated: August 28, 2026 \n By: /s/ Andy Chin-An Jin \n Name: \n Andy Chin-An Jin \n Title: \n Chief Executive Officer \n (Principal Executive Officer) \n Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.\n Name Position Date /s/ Andy Chin-An Jin \n Chief Executive Officer \n August 28, 2026\n Andy Chin-An Jin \n (Principal Executive Officer) /s/ Shun-Chih Chuang \n Chief Financial Officer \n August 28, 2026 \n Shun-Chih Chuang \n (Principal Financial and Accounting Officer) /s/ Gerald H. Lindberg \n Director \n August 28, 2026 \n Gerald H. Lindberg /s/ Yiwen Zhang \n Director \n August 28, 2026 \n Yiwen Zhang /s/ Thomas A. Steele \n Director \n August 28, 2026 \n Thomas A. Steele /s/ Hui-Ying Zhuang \n Director \n August 28, 2026 \n Hui-Ying Zhuang /s/ Song-Yuan Teng \n Director \n August 28, 2026 \n Song-Yuan Teng NOCERA, INC. \n CONSOLIDATED FINANCIAL STATEMENTS \n FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 \n INDEX TO CONSOLIDATED FINANCIAL STATEMENTS \n Pages Reports of Independent Registered Public Accounting Firm (PCAOB ID 7167 ) \n F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 \n F-3 Consolidated Statements of Operations and Comprehensive Loss for the Years ended December 31, 2025, and 2024 \n F-4 Consolidated Statements of Changes in Equity for the Years ended December 31, 2025, and 2024 \n F-5 Consolidated Statements of Cash Flows for the Years ended December 31, 2025, and 2024 \n F-6 Notes to the Consolidated Financial Statements for the Years ended December 31, 2025 and 2024 \n F-7 \n \n F-1\n SFAI MALAYSIA PLT \n Chartered Accountants \n Block C2-G, \n Ground Floor, Setiawalk, \n Persiaran Wawasan, \n 47160 Puchong, \n Selangor, Malaysia \n Tel: 603-7802-9000 \n REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM \n To the Shareholders and the Board of Directors of \n Nocera, Inc.\n Opinion on the Consolidated Financial Statements \n We have audited the accompanying consolidated balance sheets of Nocera, Inc. and its subsidiaries (collectively, the \"Company\") as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in equity, and cash flows for each of the years ended December 31, 2025 and 2024, and the related notes (collectively referred to as the \"consolidated financial statements\"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.\n Restatement of Previously Issued Financial Statements \n As discussed in Note 2 to the consolidated financial statements, the previously issued consolidated financial statements as of December 31, 2025 and 2024 and for each of the years ended December 31, 2025 and 2024 have been restated to correct misstatements in those financial statements.\n Substantial Doubt About the Company's Ability to Continue as a Going Concern \n The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company had negative cash flows from operating activities of $2,581,539 and $2,072,505 for the years ended December 31, 2025 and 2024, respectively, and accumulated losses of $26,188,471 and $23,335,453 as of December 31, 2025 and 2024, respectively. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n Basis for Opinion \n Management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\"PCAOB\") and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n \n \n \n We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits of the consolidated financial statements, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.\n \n \n \n Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n \n \n \n We have served as the Company's auditor since 2026.\n /s/ SFAI MALAYSIA PLT \n (PCAOB ID No. 7167) \n Malaysia \n April 15, 2026, except for the effects of the restatement discussed in Note 2, as to which the date is April 21, 2026.\n \n F-2\n \n NOCERA, INC. \n CONSOLIDATED BALANCE SHEETS \n (Stated in US Dollars) \n December 31, 2025\n \n \n December 31, 2024\n As Restated \n As Restated \n ASSETS\n \n \n Current assets\n \n \n Cash and cash equivalents\n \n \n $\n \n \n 7,952,180\n \n \n $\n \n \n 484,161\n \n \n Accounts receivable\n \n \n -\n \n \n 41,941\n \n \n Prepaid expenses and other current assets\n \n \n 317,162\n \n \n 154,256\n \n \n Financial assets at fair value through profit or loss\n \n \n -\n \n \n 210\n \n \n Total current assets\n \n \n 8,269,342\n \n \n 680,568\n \n \n Equity method investments\n \n \n 924,152\n \n \n 27,206\n \n \n Property and equipment, net\n \n \n 882,783\n \n \n 1,325,830\n \n \n Right-of-use assets\n \n \n 34,942\n \n \n 43,453\n \n \n Intangible asset, net\n \n \n -\n \n \n 97,825\n \n \n Goodwill\n \n \n -\n \n \n 726,025\n \n \n Other non-current assets\n \n \n -\n \n \n 7,156\n \n \n Total assets\n \n \n $\n \n \n 10,111,219\n \n \n $\n \n \n 2,908,063\n \n \n LIABILITIES AND EQUITY\n \n \n Liabilities\n \n \n Current liabilities\n \n \n Income tax payable\n \n \n $\n \n \n 336,936\n \n \n $\n \n \n 135,795\n \n \n Accrued expenses and other liabilities\n \n \n 121,961\n \n \n 448,348\n \n \n Dividend payable\n \n \n 177,326\n \n \n 54,312\n \n \n Due to related parties\n \n \n 23,565\n \n \n 27,116\n \n \n Financial lease liabilities - current\n \n \n 7,398\n \n \n 6,652\n \n \n Warrant liability\n \n \n 25,859\n \n \n 76,847\n \n \n Total current liabilities\n \n \n 693,045\n \n \n 749,070\n \n \n Financial Liability at FVTPL\n \n \n 7,205,666\n \n \n -\n \n \n Lease liability\n \n \n 18,243\n \n \n 24,383\n \n \n Total liabilities\n \n \n 7,916,954\n \n \n 773,453\n \n \n Commitments and contingencies (Note 20)\n - \n - \n Mezzanine Equity \n 9.00% Convertible preferred stock ($ 0.001 par value; Series B Preferred Stock, 1,000,000 shares authorized, 3,500 shares issued and outstanding as of December 31, 2025)\n \n \n 2,635,000\n \n \n -\n Total mezzanine equity \n 2,635,000\n \n \n -\n \n \n Equity\n \n \n Common st...

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