| PRINCIPAL ACTIVITIES AND ORGANIZATION | Note 1 PRINCIPAL ACTIVITIES AND ORGANIZATION The consolidated financial statements include
the financial statements of Nocera, Inc., a Nevada corporation (“Nocera”), and its subsidiaries, Grand Smooth Inc. Limited
(“GSI”) and Guizhou Grand Smooth Technology Ltd. (“GZ GST” or “WFOE”) and Meixin Institutional Food
Development Co. Ltd. (“MIFD”), and Xin Feng Construction Co., Ltd. (“XFC”) that is controlled through contractual
arrangements. Nocera, GSI, GZ GST, MIFD and XFC are collectively referred to as the “Company.” Nocera was incorporated in the State of Nevada
on February 1, 2002 and is based in New Taipei City, Taiwan (R.O.C.). It did not engage in any operations and was dormant from its inception
until its reverse merger with GSI on December 31, 2018. The Company conducts its operations through (i)
Xin Feng Construction Co., Ltd., a Taiwan limited liability company (“XFC”); (ii) Nocera Taiwan Branch, an unincorporated
division of the Company (“NTB”); and (iii) Meixin Institutional Food Development Co. Ltd. The Company’s other subsidiaries,
Grand Smooth Inc. Limited, a Hong Kong limited company (“GSI”), which wholly-owns Guizhou Grand Smooth Technology Ltd., a
People’s Republic of China (PRC) corporation (“GZ GST”), are dormant and do not have any operations. The Company intends
to keep such entities dormant and not conduct any operations in the PRC or Hong Kong. Reverse Merger Effective December 31, 2018, Nocera completed
a reverse merger transaction (the “Transaction”) pursuant to an Agreement and Plan of Merger (the “Agreement”),
with (i) GSI, (ii) GSI’s shareholders, Yin-Chieh Cheng and Bi Zhang, who together owned shares constituting 100% of the issued and
outstanding ordinary shares of GSI (the “GSI Shares”) and (iii) GSI Acquisition Corp. Under the terms of the Agreement, the
GSI Shareholders transferred to Nocera all of the GSI Shares in exchange for the issuance of 10,000,000 shares (the “Shares”)
of Nocera’s common stock (the “Share Exchange”). As a result of the reverse merger, GSI became Nocera’s wholly-owned
subsidiary and Yin-Chieh Cheng and Bi Zhang, the former shareholders of GSI, became Nocera’s controlling shareholders. The share
exchange transaction with GSI was treated as a reverse merger, with GSI as the accounting acquirer and Nocera as the acquired party. GSI is a limited company established under the
laws and regulations of Hong Kong on August 1, 2014, and is a holding company without any operations. GZ WFH was incorporated in Xingyi City, Guizhou
Province, People’s Republic of China (“PRC”) on October 25, 2017, and is engaged in providing fish farming containers
service, which integrates sales, installments, and maintenance of aquaculture equipment. The registered capital of GZ WFH is RMB$5,000,000
(equal to US$733,138). On November 13, 2018, GSI incorporated GZ GST
in PRC with registered capital of US$15,000. Divestiture On September 21, 2020, the Company filed a Current
Report on Form 8-K outlining the lack of communication that led to the termination by Nocera of its relationship with its former variable
interest entity, Guizhou Wan Feng Hu Intelligent Aquatic Technology Co. Limited (“GZ WFH”) and its management, and termination
of the variable interest entity agreements between the parties. Subsequently, on October 8, 2020, Zhang Bi and
GZ WFH entered into a Settlement Agreement and Release with Nocera wherein all claims as to GZ WFH’s debt (claim to shares in Nocera
or GZ GST) were compromised, settled, and otherwise resolved as to any and all claims or causes of action whatsoever against Nocera for
any matter, action, or representation as to Nocera, and any debt to ownership of Nocera or GZ GST up to the date of the agreement. The
consideration for the agreement was a mutual waiver of any and all claims against each other and GZ GST, and GZ WFH (including Zhang Bi)
waived any claims to Nocera stock, meaning the 4,750,000 shares of common stock of Nocera owned by Zhang Bi were cancelled as part of
the agreement. The VIE Agreements On December 31, 2020, Nocera and XFC, a domestic
funded limited liability company registered in Taiwan (R.O.C.), entered into a series of contractual agreements (“VIE Agreements”)
whereby Nocera agreed to provide technical consulting and related services to XFC. As a result, Nocera has been determined to be the primary
beneficiary of XFC and XFC became a variable interest entity (“VIE”) of Nocera. On December 31, 2020, Nocera exchanged 700,000 The VIE structure was adopted mainly because we
engage in business in an industry that prohibits foreign investment (e.g., construction) and which requires special licenses in Taiwan.
We are not currently planning to engage in business in mainland China or Hong Kong, and as a result, we are not currently required to
obtain any special licenses in mainland China or Hong Kong. Nocera has entered into the following contractual arrangements with a stockholder
of XFC, that enable the Company to (i) have the power to direct the activities that most significantly affect the economic performance
of XFC, and (ii) receive the economic benefits of XFC that could be significant to XFC. The Company is fully and exclusively responsible
for the management of XFC, assumes all of the risks of losses of XFC and has the exclusive right to exercise all voting rights of XFC’s
stockholders. Therefore, in accordance with ASC 810 “Consolidation,” the Company is considered the primary beneficiary of
XFC and has consolidated XFC’s assets, liabilities, results of operations, and cash flows in the accompanying consolidated financial
statements. (1) Voting Rights Proxy Agreement & Power
of Attorney. (2) Exclusive Business Cooperation Agreement.
(3) Equity Pledge Agreement. (4) Exclusive Call Option Agreement XFC will shift focus to support the construction
activities of land-based recirculation aquaculture systems (“RASs”) fish farms of our clients and the development of the Company-owned
and operated fish farms. On September 7, 2022, we entered into a series
of contractual agreements (collectively, the “VIE Agreements”) with the majority stockholder (the “Selling Stockholder”)
of Meixin Institutional Food Development Co., Ltd., a Taiwan corporation (“Meixin”), and Meixin. The VIE Agreements essentially
conferred control and management of Meixin as well as substantially all of the economic benefits of the Selling Stockholder in Meixin
to us. Meixin, a food processing and catering company established in 2003, is engaged in the production of hot and frozen meals, bento
boxes, group meals and processing of vegetables and fruits for other companies in the food industry. Pursuant to the VIE Purchase Agreement
that we entered into with the Selling Stockholder and Meixin, we purchased the Selling Stockholder’s 80 4,300,000 |
