Restatement of Previously Issued Consolidated Financial Statements | Note 1. Restatement of Previously Issued Consolidated Financial Statements On June 5, 2023, the Staff of the U.S. Securities and Exchange Commission released a statement highlighting a number of financial reporting considerations for 202 report (“10- ”) (the “SEC Staff Statement”). The SEC Staff Statement highlighted potential accounting implications of certain terms that should separately disclosed the discontinued operations and continued operations financials in both consolidated statement of operations and comprehensive loss and the cash flow. The SEC Staff Statement clarified guidance for disclosure for discontinued operations and continued operations financial at each reporting period. In light of the SEC Staff Statement, the Company reevaluated the accounting treatment of the discontinued operations and continued operations on the consolidated statement of operations and comprehensive loss and the cash flow as of 3 , 202 . The Company determined that the VIE disposal in the last month of the year did not need to separately disclose. However, the guidance stated that the company should be classified as discontinued operations. With this restatement, the consolidated statements are now appropriately classified as discontinued operation and continued operation on the Company’s consolidated statement of operations and comprehensive loss and the cash flow as of 3 , 202 . The adjustments related to the discontinued operations and continued operations had a non-cash impact; as such, the statement of cash flows for the year ended 3 , 202 reflects an adjustment to separately disclose the financial impact on continued operations and discontinued operations. The following presents a reconciliation of the impacted financial statement line items as filed to the restated amounts as of 3 , 202 and for the year then ended. The previously reported amounts reflect those included in the Original Filing of our Report on Form 10- as of and for the years ended 3 , 202 filed with the SEC on March 31, 2023. These amounts are labeled as “As Filed” in the tables below. The amounts labeled “Restatement Adjustments” represent the effects of this restatement due to the change in classification of discontinued operation on the balance sheet, with subsequent changes in disclosure recognized in the statement of operations at each reporting date. Also included in the amounts labeled “Adjustment” is the effect reallocated from original financial to separate discontinued operations and continued operations in the statement. NOCERA, INC. (Stated in US Dollars except for Number of Shares) (UNAUDITED) Six months ended June 30, 2023 2022 $ $ Cash flows from operating activities: Net loss from continuing operations (1,334,501 ) (1,189,697 ) Less: net income from discontinued operations – 19,226 Net loss (1,334,501 ) (1,170,471 ) Adjustments to reconcile net income to net cash used in operating activities: Depreciation expenses 81,608 – Amortization of intangible assets 8,152 – Loss on disposal of XFC – – Deferred income tax – – Gain on fair value change of financial assets at FVTPL (3,199 ) – Consultancy services settled by equities 521,100 503,000 Share-based compensation 132,955 206,476 Changes in operating assets and liabilities: Accounts receivable, net 4,273 44,505 Inventories 1,343 102,059 Advance to suppliers – 2,831 Prepaid expenses and other assets, net (2,054 ) 184,792 Goodwill – – Other non-current assets (4,865 ) 4,770 Notes payable – (6,322 ) Accounts payable (2,631 ) (18,222 ) Advance receipts (42,492 ) (72,150 ) Other payables and accrued liabilities (9,387 ) (18,842 ) Income tax payable (190 ) (30,824 ) Amount due from a related party – (6,893 ) Net cash (used in) provided by operating activities from continuing operations (649,888 ) (304,916 ) Net cash used in operating activities from discontinued operations – (336,932 ) Net cash used in operating activities (649,888 ) (641,848 ) Cash flows from investing activities: Purchase of property and equipment (857,870 ) – Purchase of financial assets at FVTPL (200,000 ) – Net cash used in investing activities from continuing operations (1,057,870 ) – Net cash used in investing activities from discontinued operations – – Net cash used in investing activities (1,057,870 ) – Cash flows from financing activities: Other borrowing (81,034 ) (3,590 ) Net cash provided by financing activities from continuing operations (81,034 ) (3,590 ) Net cash provided by financing activities from discontinued operations – (23,255 ) Net cash used in financing activities (81,034 ) (26,845 ) Effect of exchange rate changes on cash and cash equivalents (1,100 ) (175,220 ) Increase in cash and cash equivalents from continuing operations (1,789,891 ) (843,913 ) Decrease in cash and cash equivalents from discontinued operations – – Net increase in cash and cash equivalents (1,789,891 ) (843,913 ) Cash and cash equivalents from continuing operations, beginning of year 2,906,074 2,444,009 Cash and cash equivalents from discontinued operations, beginning of year – – Cash and cash equivalents at beginning of year 2,906,074 2,444,009 Cash and cash equivalents at end of year 1,116,183 1,600,096 Less: Cash and cash equivalents from discontinued operations, end of year – – Cash and cash equivalents form continuing operations, end of year 1,116,183 1,600,096 Cash and cash equivalents at beginning of period 2,906,074 2,444,009 Cash and cash equivalents at end of period 1,116,183 1,600,096 Supplemental disclosures of cash flow information Cash paid for interest expenses – – Cash paid for Income taxes – – See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements. NOCERA, INC. (Stated in US Dollars except Number of Shares) (UNAUDITED) Common Stock Preferred stock Additional Statutory Retained Accumulated Total Non- Total Stock Amount Stock Amount Capital Reserves Earnings Loss (Deficit) Interests (Deficit) $ $ $ $ $ $ $ $ $ Balance, January 1, 2022 7,071,920 7,072 80,000 80 14,476,240 191,219 (9,918,553 ) 13,906 4,769,964 – 4,769,964 Consultancy services settled by equities 66,667 66 – – 502,934 – – – 503,000 – 503,000 Foreign currency translation adjustments – – – – – – – 129,231 129,231 – 129,231 Share-based compensation – – – – 103,155 – – – 103,155 – 103,155 Net loss – – – – – – (805,720 ) – (805,720 ) – (805,720 ) Balance, March 31, 2022 7,138,587 7,138 80,000 80 15,082,329 191,219 (10,724,273 ) 143,137 4,699,630 – 4,699,630 Foreign currency translation adjustments – – – – – – – (148,457 ) (148,457 ) – (148,457 ) Share-based compensation – – – – 103,322 – – – 103,322 – 103,322 Net loss – – – – – – (383,977 ) – (383,977 ) – (383,977 ) Balance, June 30, 2022 7,138,587 7,138 80,000 80 15,185,651 191,219 (11,108,250 ) (5,320 ) 4,270,518 – 4,270,518 Balance, January 1, 2023 9,243,587 9,243 80,000 80 20,484,518 191,219 (14,747,461 ) 103,594 6,041,193 141,054 6,182,247 Foreign currency translation Adjustments – – – – – – – 23,627 23,627 (339 ) 23,288 Share-based compensation – – – – 103,155 – – – 103,155 – 103,155 Consultancy services settled by equities 450,000 450 – – 520,650 – – – 521,100 – 521,100 Net loss – – – – – – (987,648 ) – (987,648 ) (14,541 ) (1,002,189 ) Balance, March 31, 2023 9,693,587 9,693 80,000 80 21,108,323 191,219 (15,735,109 ) 127,221 5,701,427 126,174 5,827,601 Foreign currency translation adjustments – – – – – – – (43,221 ) (43,221 ) (2,475 ) (45,696 ) Share-based compensation – – – – 29,800 – – – 29,800 – 29,800 Net loss – – – – – – (311,374 ) – (311,374 ) (20,938 ) (332,312 ) Balance, June 30, 2023 9,693,587 9,693 80,000 80 21,138,123 191,219 (16,046,483 ) 84,000 5,376,632 102,761 5,479,393 See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements. NOCERA, INC. |