| PRINCIPAL ACTIVITIES AND ORGANIZATION | Note 1 PRINCIPAL ACTIVITIES AND ORGANIZATION The consolidated financial statements include
the financial statements of Nocera, Inc. (“Nocera” or the “Company”) 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. (“Meixin”) that is controlled through contractual arrangements. The Company, GSI, GZ GST and Mexin 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. 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 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 Settlement Agreement and Release is attached hereto as Exhibit 10.8. The VIE Agreements with XFC On December 31, 2020, we exchanged 466,667 300,000 The VIE Agreements with Meixin On September 7, 2022, we entered into a series
of contractual agreements (collectively, the “Meixin VIE Agreements”) with the majority stockholder (the “Selling Stockholder”)
of Meixin Institutional Food Development Co., Ltd., a Taiwan corporation and a food processing and catering company (“Meixin”),
and Meixin, of which we purchased 80 4,300,000 The VIE Agreements with Xinca On January 31, 2024, we entered into a Variable
Interest Entity Purchase Agreement (“Xinca Purchase Agreement”) with Zhejiang Xinca Mutual Entertainment Culture Media Co.,
Ltd. (“Xinca”), a domestic funded limited liability company registered in China (P.R.C). The Xinca Purchase Agreement was
entered into by our wholly-owned subsidiary and foreign enterprise, Shanghai Nocera Culture Co., Ltd. (“WFOE”), through a
series of contractual agreements (“VIE Agreements”), in which we exchanged 1,800,000 100 The VIE Agreements with SY Media On April 14, 2024, we entered into a Variable
Interest Entity Purchase Agreement (“SY Media Purchase Agreement”) with Hangzhou SY Culture Media Co. Ltd. (“SY Culture”),
a domestic funded limited liability company registered in China (P.R.C). The SY Culture Purchase Agreement was entered into by our wholly-owned
subsidiary and foreign enterprise, Gui Zhou Grand Smooth Technology Ltd. (“WFOE”), through a series of contractual agreements
(“VIE Agreements”), in which we exchanged 600,000 100 |
