Nocera (NCRA) 10-Q 17 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 15, 2019
Document And Entity Information
Entity Registrant Name	NOCERA, INC.
Entity Central Index Key	0001756180
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity Emerging Growth Company?	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Common Stock, Shares Outstanding		12,354,200
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019
Entity Emerging Growth Company	false

Interim Condensed Consolidated

Interim Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Current assets
Cash and cash requivalents	$ 23,426	$ 7,207
Accounts receivables, net	3,424,907	3,548,613
Inventories	205,439	63,401
Advance to suppliers	28,217	73,012
Prepaid expenses and other assets, net	491,329	490,418
Total current assets	4,173,318	4,182,651
Property and equipment, net	55,999	58,702
Operating lease right-of-use asset	155,982	0
Total assets	4,385,299	4,241,353
Current liabilities
Account payables	290,561	233,492
Advance from customers	108,490	106,673
Other payables and accrued liabilities	314,472	421,784
Convertible note	0	3,465
Due to related parties	1,117,181	819,351
Income tax payable	630,086	624,276
Total current liabilities	2,460,790	2,209,041
Deferred tax liabilities, net	14,000	14,676
Deferred revenue	55,319	65,633
Operating lease liabilities	8,378	0
Total liabilities	2,538,487	2,289,350
Commitments and contingencies
Stockholders' equity (deficit)
Common stock ($0.001 par value; authorized 200,000,000 shares; 12,354,200 shares and 12,349,200 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively)	12,354	12,349
Additional paid-in capital	133,905	115,311
Statutory and other reserves	191,219	191,219
Retained earnings	1,437,576	1,595,955
Accumulated other comprehensive loss	(27,986)	(61,508)
Total Nocera, Inc.'s stockholders' equity	1,747,068	1,853,326
Non-controlling interests	99,744	98,677
Total stockholders' equity	1,846,812	1,952,003
Total liabilities and stockholders' equity	$ 4,385,299	$ 4,241,353

Interim Condensed Consolidate_2

Interim Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Common stock par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	12,354,200	12,349,200
Common stock, shares outstanding	12,354,200	12,349,200

Interim Condensed Consolidate_3

Interim Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Statement [Abstract]
Net sales	$ 11,474	$ 0
Cost of sales	0	0
Gross profit	11,474	0
Operating expenses
General and administrative expenses	(163,515)	(14,566)
Total operating expenses	(163,515)	(14,566)
Loss from operations	(152,041)	(14,566)
Interest expense	(7,205)	0
Loss before income taxes	(159,246)	(14,566)
Income tax benefit	179	3,510
Net loss	(159,067)	(11,056)
Less: Net loss attributable to non-controlling interests	(688)	(2,178)
Net loss attributable to the company	(158,379)	(8,878)
Comprehensive loss
Net loss	(159,067)	(11,056)
Foreign currency translation gain (loss)	35,277	(60)
Total comprehensive loss	(123,790)	(11,116)
Less: comprehensive gain (loss) attributable to non-controlling interest	1,067	(2,178)
Comprehensive loss attributable to the Company	$ (124,857)	$ (8,938)
Loss per share
Basic	$ (0.0128)	$ (0.0009)
Diluted	$ (0.0128)	$ (0.0009)
Weighted average number of common shares outstanding
Basic	12,349,447	10,000,000
Diluted	12,349,447	10,000,000

Interim Condensed Consolidate_4

Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Statement of Cash Flows [Abstract]
Net cash provided by (used in) operating activities	$ (266,994)	$ 257,112
Cash flows from investing activities:
Cash paid for purchase of property	0	(20,719)
Net cash used in investing activities	0	(20,719)
Cash flows from financing activities:
Proceeds from related parties	312,762	174,454
Repayment to related parties	(17,342)	(191,899)
Repayment for convertible note	(3,465)	0
Proceeds from issuance of common stock	250	0
Net cash provided by (used in) financing activities	292,205	(17,445)
Effect of exchange rate changes on cash and cash equivalents	(8,992)	1,062
Net increase in cash	16,219	220,010
Cash at beginning of year	7,207	1,432
Cash at end of period	$ 23,426	$ 221,442

Interim Condensed Consolidate_5

Interim Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($)	Common Stock	Additional Paid-In Capital	Statutory and Other Reserves	Retained Earnings	Accumulated Other Comprehensive Loss	Total Nocera Inc Stockholders' Equity	Noncontrolling Interest	Total
Beginning balance, shares at Dec. 31, 2017	10,000,000
Beginning balance, value at Dec. 31, 2017	$ 10,000	$ (10,000)	$ 0	$ (4,175)	$ (8)	$ (4,183)	$ (43)	$ (4,226)
Net loss attribute to non-controlling interest							(2,178)	(2,178)
Foreign currency translation adjustments					(60)	(60)		(60)
Net loss				(8,878)		(8,878)		(8,878)
Ending balance, shares at Mar. 31, 2018	10,000,000
Ending balance, value at Mar. 31, 2018	$ 10,000	(10,000)	0	(13,053)	(68)	(13,121)	(2,221)	(15,342)
Beginning balance, shares at Dec. 31, 2018	12,349,200
Beginning balance, value at Dec. 31, 2018	$ 12,349	115,311	191,219	1,595,955	(61,508)	1,853,326	98,677	1,952,003
Net loss attribute to non-controlling interest							(688)	(688)
Foreign currency translation adjustments					33,522	33,522	1,755	35,277
Issuance of new shares, shares	5,000
Issuance of new shares, value	$ 5	3,595				3,600		3,600
Share based compensation		14,999				14,999		14,999
Net loss				(158,379)		(158,379)		(158,379)
Ending balance, shares at Mar. 31, 2019	12,354,200
Ending balance, value at Mar. 31, 2019	$ 12,354	$ 133,905	$ 191,219	$ 1,437,576	$ (27,986)	$ 1,747,068	$ 99,744	$ 1,846,812

1. Principal Activities and Org

1. Principal Activities and Organization	3 Months Ended
	Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Principal Activities and Organization	Note 1 PRINCIPAL ACTIVITIES AND ORGANIZATION The consolidated financial statements include the financial statements of Nocera, Inc. ( “Nocera”) and its subsidiaries, Grand Smooth Inc Limited (“GSI”) and Guizhou Grand Smooth Technology Ltd. (“GZ GST” or “WFOE”), and Guizhou Wan Feng Hu Intelligent Aquatic Technology Co. Limited (“GZ WFH”) that is controlled through contractual arrangements. Nocera, GSI, GZ GST and GZ WFH are collectively referred to as the “Company”. Nocera was incorporated in the State of Nevada on February 1, 2002 and is based in Atlanta, Georgia. It did not engage in any operations and was dormant from its inception until its reverse merger of 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 operation. 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. Reorganization In anticipation of the reverse merger, GSI undertook a reorganization and became the ultimate holding company of WFOE and GZ WFH, which were all controlled by the same shareholders before and after the Reorganization. Effective on December 31, 2018, shareholders of GZ WFH and WFOE entered into a series of contractual agreements (“VIE Agreements” which are described below). As a result, GSI, through WFOE, has been determined to be the primary beneficiary of GZ WFH and GZ WFH became VIE of GSI. Accordingly, GSI consolidates GZ WFH’s operations, assets, and liabilities. Immediately before and after reorganization completed on December 31, 2018 as described above, GSI together with WFOE and its VIE were effectively controlled by the same shareholders, therefore, the reorganization was accounted for as a recapitalization. The accompanying consolidated financial statements have been prepared as if the current corporate structure has been in existence throughout the periods presented. The consolidation of the GSI and its subsidiary and VIE has been accounted for at historical cost as of the beginning of the first period presented in the accompanying financial statements.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policy	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policy	Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICY Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, these financial statements do not include all of the information and footnotes required for complete financial statements and should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on April 15, 2019. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair presentation of the Company’s unaudited condensed consolidated financial position as of March 31, 2019, its consolidated results of operations for the three months ended March 31, 2019, cash flows for the three months ended March 31, 2019 and change in equity for the three months ended March 31, 2019, as applicable, have been made. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2019 or any future periods. Concentrations of Credit Risk There were two customers accounted for 100% of net sales for the three months ended March 31, 2019. Net sales for the three months ended March 31, 2018 was nil, as the Company started to deliver goods to customers since November 2018. Two customers accounted for 99.47% and 99.29% of accounts receivables as of March 31, 2019 and December 31, 2018, respectively. During the three months ended March 31, 2019, there was one major suppliers accounted for 91% of our total purchase amount. There were two suppliers accounted for 31.6% and 57.4% respectively of our total purchase amount during the three months ended March 31, 2018. Recently Issued Accounting Pronouncements Recently Adopted Accounting Standards ASU No. 2016-02. In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, “Lease (Topic 842)” See Note 6 for disclosure required by ASC 842. Except for the ASUs issued but not yet adopted disclosed in Note 3 to the financial statements on Form 10-K for the fiscal year ended December 31, 2018, previously filed with the SEC, there is no ASU issued by the FASB that is expected to have a material impact on the condensed consolidated financial statements upon adoption.

3. Inventories

3. Inventories	3 Months Ended
	Mar. 31, 2019
Inventory Disclosure [Abstract]
Inventory	Note 3 INVENTORIES As of March 31, 2019 and December 31, 2018, inventory consisted of the following: March 31, December 31, (Unaudited) $ $ Raw materials 201,098 63,401 WIP 4,341 – Total 205,439 63,401

4. Prepaid Expenses and Other A

4. Prepaid Expenses and Other Assets, Net	3 Months Ended
	Mar. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid Expenses and Other Assets, Net	Note 4 PREPAID EXPENSES AND OTHER ASSETS, NET March 31, December 31, (Unaudited) $ $ Receivable from a third party (1) 550,332 551,464 Other receivables from third party 15,830 15,565 Prepaid rent expense – 3,895 Others 7,717 2,214 573,879 573,138 Allowance for doubtful accounts (82,550 ) (82,720 ) Prepaid expenses and other assets, net 491,329 490,418 (1) The balance as of March 31, 2019 represented the receivable from a concert host. The Company sponsored a concert which was held in Taiwan in November 2018 for branding purpose. As of March 31, 2019 and December 31, 2018, the Company provided bad debt provision amounting to $82,550 and $82,720, respectively. The difference was caused by exchange rate fluctuation.

5. Property and Equipment, Net

5. Property and Equipment, Net	3 Months Ended
	Mar. 31, 2019
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	Note 5 PROPERTY AND EQUIPMENT, NET As of March 31, 2019 and December 31, 2018, property and equipment consisted of the following: March 31, 2019 December 31, 2018 (Unaudited) $ $ Furniture and fixtures 3,857 3,793 Equipment 12,826 12,612 Leasehold improvement 10,237 10,066 Vehicle 42,376 41,665 69,296 68,136 Accumulated depreciation (13,297 ) (9,434) Property and equipment, net 55,999 58,702 Depreciation expenses for the three months ended March 31, 2019 and 2018 were $3,716 and $

6. Leases

6. Leases	3 Months Ended
	Mar. 31, 2019
Leases [Abstract]
Leases	Note 6 LEASES The Company has two non-cancelable lease agreements for certain of the office and accommodation as well as fish farming containers for research and develop advanced technology for water circulation applying in fishery with original lease periods expiring between 2022 and 2023. The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. The Company recognizes rental expense on a straight-line basis over the lease term. The following table provides a summary of leases by balance sheet location as of March 31, 2019: Balance Sheet Location March 31, 2019 (Unaudited) $ Assets Operating- noncurrent Operating lease right-of-use assets 155,982 Total leased assets 155,982 Liabilities Operating – noncurrent Operating lease liabilities, non-current 8,378 Total lease liabilities 8,378 The components of lease expense for the three months ended March 31, 2019 were as follows: Statement of Income Location Three months ended March 31, 2019 (Unaudited) $ Lease Costs Operating lease expense General and administrative expenses 4,886 Total net lease costs 4,886 Maturity of lease liabilities under our non-cancelable operating leases as of March 31, 2019 are as follows: Operating (Unaudited) $ Remaining 2019 – 2020 8,911 2021 – 2022 – 2023 – Total lease payments 8,911 Less: interest (533 ) Present value of lease liabilities 8,378 Future minimum rental payments under our non-cancelable operating leases as of December 31, 2018 were as follows: Leases (1) $ 2019 – 2020 8,911 2021 – 2022 – 2023 – Total 8,911 (1) Amounts are based on ASC 840, Leases that was superseded upon our adoption of ASC 842, Leases on January 1, 2019. Following table provides a summary of the lease terms and discount rates for the three months ended March 31, 2019: Three months ended March 31, 2019 Weighted Average Remaining Lease Term Operating leases 3.50 years Weighted Average Discount Rate Operating leases 6.18% As most of the leases do not provide an implicit rate, the Company use the incremental borrowing rate based on the information available at the lease commencement date to determine the present value of lease payments. Supplemental information related to the leases for the three months ended March 31, 2019 is as follows: Three months ended March 31, 2019 (Unaudited) $ Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 149,060 Right-of-use assets obtained in exchange for new lease obligations: Operating leases 148,511

7. Convertible Note

7. Convertible Note	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
Convertible Note	Note 7 CONVERTIBLE NOTE On September 20, 2018, Nocera, Inc. entered into a one year $10,000 Convertible Note (“Note”) with Coral Investment Partners, LP. (“CIP”), an entity controlled by Erik Nelson, the Company’s corporate secretary and director. The Note carries an interest rate of twenty-four percent (24%), and is convertible into shares of the Company’s common stock at a price of $0.01 per share. As an inducement to issue the Note, CIP received 150,000 Class A Warrants and 150,000 Class B warrants at strike prices of $0.50 and $1.00, respectively. The Company evaluates convertible instruments, such as the warrants issued in connection with the Note under Accounting Standards Codification (“ASC”) 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for at fair value with changes in fair value recorded in earnings. The Company determined that the conversion features in the warrants should not be treated as an embedded derivative, and therefore ASC 815 was not applicable. If the conversion feature does not require derivative treatment under ASC 815, the instrument is then evaluated under ASC 470-20 “Debt with Conversion and other Options” for consideration of any beneficial conversion features (“BCF”) requiring separate recognition. The Company determined that a BCF existed because the conversion price on the Note was lower than the market price of the Company’s common stock. The intrinsic value of the BCF was determined to be approximately $330,000. In accordance with ASC 470-20-30-8, the amount of the discount assigned to the BCF equal to the lower amount of either i) the Intrinsic Value of the BCF or ii) the proceeds realized upon the issuance of the note, therefore the Company recorded the discount assigned to the BCF of $10,000. Under the guidelines of ASC 470-20-55-11, the Company determined based on a $10,000 value of the Note and a $7,095 value for the Warrants; that approximately 58.5% of the Note should be allocated to the BCF, or $5,850. The BCF was recognized as note discount, and amortized through the maturity of the Note, with a corresponding increase to additional paid-in capital. For the year ended December 31, 2018, the interest accretion of the BCF was $1,635. The remaining 41.5% of the Note or $7,095 should be allocated to the warrants. Since the allocation cannot exceed the Note value, the value of the warrants was determined to be $4,150, and it was recognized as note discount to be amortized during the period of Note. The interest accretion of the warrants was $1,160. As of December 31, 2018, the remaining principle amount of the Note was $10,000, and the remaining unamortized note discount was $7,205. The aggregate effective interest rate on the Note is approximately 24%. For the year ended December 31, 2018, the interest accretion and the contractual interest coupon of the Note was $2,795 and $671, respectively. The fair value of 150,000 Class A Warrants and 150,000 Class B warrants issued on September 20, 2018 were measured by the Black-Scholes pricing model with the following assumptions. September 20, 2018 Dividend yield – Risk-free interest rate 2.96% Expected term (in years) 4.57 Volatility 25.3% The Company has repaid the Note together with the interest on January 3, 2019.

8. Income Taxes

8. Income Taxes	3 Months Ended
	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Income Taxes	Note 8 INCOME TAXES The Company and its subsidiary, and the consolidated VIE file tax returns separately. United States On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into legislation. The 2017 Tax Act significantly revises the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 34% to 21%, imposing a mandatory one-time tax on accumulated earnings of foreign subsidiaries, introducing new tax regimes, and changing how foreign earnings are subject to U.S. tax. On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to provide guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. The Company has completed the assessment of the income tax effect of the Tax Act and there were no adjustments recorded to the provisional amounts. Since the VIE suffered loss during the three months ended March 31, 2019, it has no additional provision amount resulted by the Global Intangible Low Taxed Income inclusion on current earnings and profits of its foreign controlled corporations as. The Company has no transition tax for the same reason. Hong Kong The HK tax reform has introduced two-tiered profits tax rates for corporations. Under the two-tiered profits tax rates regime, the profits tax rate for the first $2 million of assessable profits will be lowered to 8.25% (half of the rate specified in Schedule 8 to the Inland Revenue Ordinance (IRO)) for corporations. Assessable profits above $2 million will continue to be subject to the rate of 16.5% for corporations. The Company assessed that the HK entity will not earned profit greater than $2 million, it is subject to a corporate income tax rate of 8.25%. PRC WFOE and the consolidated VIE established in the PRC are subject to the PRC statutory income tax rate of 25%, according to the PRC Enterprise Income Tax (“EIT”) law. The components of the income tax provision are: Three months ended March 31, 2019 2018 $ $ Current 750 – Deferred (929 ) – Total income tax benefit (179 ) – The reconciliation of income taxes expenses computed at the PRC statutory tax rate applicable to income tax expense is as follows: Three months ended March 31, 2019 2018 PRC income tax statutory rate 25.00% 25.00% Impact of different tax rates in other jurisdictions (13.35% ) – Tax effect of non-deductible entertainment (2.1% ) – Tax effect of non-deductible welfare (0.02% ) (0.90% ) Changes in valuation allowance (9.42% ) – Effective tax rate 0.11% 24.10%

9. Related Party Balances and T

9. Related Party Balances and Transactions	3 Months Ended
	Mar. 31, 2019
Related Party Transactions [Abstract]
Related Party Balances and Transactions	Note 9 RELATED PARTY BALANCES AND TRANSACTIONS Due to related parties The balance due to related parties was as following: March 31, December 31, $ $ Mr. Zhang Bi (1) 423,249 245,545 Mr. Yin-Chieh Cheng (2) 693,932 556,464 Coral Capital Partners (3) – 10,718 Mountain Share Transfer, LLC (3) – 6,624 Total 1,117,181 819,351 Note: (1) Mr. Zhang Bi is the chief executive officer of GZ WFH, and he holds 38.5% shares of the Company. The balance represented the amount paid by Mr. Zhang on behalf of the Company for purchase of the raw materials. (2) Mr. Cheng Yin-Chieh is the chief financial officer of the Company, and he holds 42.5% shares of the Company. The balance represented the amount paid by Mr. Cheng on behalf of the Company for its daily operation purpose. (3) Coral Capital Partners and Mountain Share Transfer, LLC are companies 100% controlled by Erik S. Nelson, the corporate secretary and director of the Company. The balances as of December 31, 2018 had been paid off in 2019 Q1. Related party transactions The details of the related party transactions were as follows: For three months ended March 31, 2019 2018 $ $ Purchase from related party Mr. Zhang Bi (1) – 174,454 Paid on behalf of the Company Mr. Zhang Bi (2) 174,162 – Mr. Yin-Chieh Cheng (2) 138,600 – Note: (1) The transaction represents the inventory sold by Mr. Zhang Bi to the Company at the market value. (2) The transactions represent the amount paid by Mr. Zhang Bi, Mr. Cheng Yin-Chieh on behalf of the Company for its daily operation.

10. Loss Per Share

10. Loss Per Share	3 Months Ended
	Mar. 31, 2019
Earnings Per Share [Abstract]
Loss Per Share	Note 10 LOSS PER SHARE The following table sets forth the computation of basic and diluted loss per common share for the quarters ended March 31, 2019 and 2018. For three months ended March 31, 2019 2018 $ $ Numerator: Net loss attributable to the Company (158,379 ) (8,878 ) Denominator: Weighted-average shares outstanding - Basic 12,349,447 10,000,000 - Diluted 13,249,447 10,000,000 Loss per share: - Basic (0.0128 ) (0.0009 ) - Diluted (0.0128 ) (0.0009 ) Basic net loss per common share is computed using the weighted average number of the common shares outstanding during the period. Diluted loss per share is computed using the weighted average number of ordinary shares and ordinary equivalent shares outstanding during the period. Due to the loss from Nocera, Inc. for the period, 900,000 and nil share options were excluded from the calculation of diluted earnings per share for the quarters ended March 31, 2019 and 2018.

2. Summary of Significant Acc_2

2. Summary of Significant Accounting Policy (Policies)	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, these financial statements do not include all of the information and footnotes required for complete financial statements and should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on April 15, 2019. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair presentation of the Company’s unaudited condensed consolidated financial position as of March 31, 2019, its consolidated results of operations for the three months ended March 31, 2019, cash flows for the three months ended March 31, 2019 and change in equity for the three months ended March 31, 2019, as applicable, have been made. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2019 or any future periods.
Concentrations of Credit Risk	Concentrations of Credit Risk There were two customers accounted for 100% of net sales for the three months ended March 31, 2019. Net sales for the three months ended March 31, 2018 was nil, as the Company started to deliver goods to customers since November 2018. Two customers accounted for 99.47% and 99.29% of accounts receivables as of March 31, 2019 and December 31, 2018, respectively. During the three months ended March 31, 2019, there was one major suppliers accounted for 91% of our total purchase amount. There were two suppliers accounted for 31.6% and 57.4% respectively of our total purchase amount during the three months ended March 31, 2018.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Recently Adopted Accounting Standards ASU No. 2016-02. In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, “Lease (Topic 842)” See Note 6 for disclosure required by ASC 842. Except for the ASUs issued but not yet adopted disclosed in Note 3 to the financial statements on Form 10-K for the fiscal year ended December 31, 2018, previously filed with the SEC, there is no ASU issued by the FASB that is expected to have a material impact on the condensed consolidated financial statements upon adoption.

3. Inventories (Tables)

3. Inventories (Tables)	3 Months Ended
	Mar. 31, 2019
Inventory Disclosure [Abstract]
Schedule of inventory	March 31, December 31, (Unaudited) $ $ Raw materials 201,098 63,401 WIP 4,341 – Total 205,439 63,401

4. Prepaid Expenses and Other_2

4. Prepaid Expenses and Other Assets, Net (Tables)	3 Months Ended
	Mar. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of prepaid expenses	March 31, December 31, (Unaudited) $ $ Receivable from a third party (1) 550,332 551,464 Other receivables from third party 15,830 15,565 Prepaid rent expense – 3,895 Others 7,717 2,214 573,879 573,138 Allowance for doubtful accounts (82,550 ) (82,720 ) Prepaid expenses and other assets, net 491,329 490,418

5. Property and Equipment, Net

5. Property and Equipment, Net (Tables)	3 Months Ended
	Mar. 31, 2019
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	March 31, 2019 December 31, 2018 (Unaudited) $ $ Furniture and fixtures 3,857 3,793 Equipment 12,826 12,612 Leasehold improvement 10,237 10,066 Vehicle 42,376 41,665 69,296 68,136 Accumulated depreciation (13,297 ) (9,434) Property and equipment, net 55,999 58,702

6. Leases (Tables)

6. Leases (Tables)	3 Months Ended
	Mar. 31, 2019
Leases [Abstract]
Summary of leases	Balance Sheet Location March 31, 2019 (Unaudited) $ Assets Operating- noncurrent Operating lease right-of-use assets 155,982 Total leased assets 155,982 Liabilities Operating – noncurrent Operating lease liabilities, non-current 8,378 Total lease liabilities 8,378
Lease costs	Statement of Income Location Three months ended March 31, 2019 (Unaudited) $ Lease Costs Operating lease expense General and administrative expenses 4,886 Total net lease costs 4,886
Maturity schedule lease liability	Operating (Unaudited) $ Remaining 2019 – 2020 8,911 2021 – 2022 – 2023 – Total lease payments 8,911 Less: interest (533 ) Present value of lease liabilities 8,378
Schedule of future minimum rental payments	Leases (1) $ 2019 – 2020 8,911 2021 – 2022 – 2023 – Total 8,911
Terms of leases	Three months ended March 31, 2019 Weighted Average Remaining Lease Term Operating leases 3.50 years Weighted Average Discount Rate Operating leases 6.18%
Supplemental information for leases	Three months ended March 31, 2019 (Unaudited) $ Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 149,060 Right-of-use assets obtained in exchange for new lease obligations: Operating leases 148,511

7. Convertible Note (Tables)

7. Convertible Note (Tables)	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
Assumptions used	September 20, 2018 Dividend yield – Risk-free interest rate 2.96% Expected term (in years) 4.57 Volatility 25.3%

8. Income Taxes (Tables)

8. Income Taxes (Tables)	3 Months Ended
	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Income tax components	Three months ended March 31, 2019 2018 $ $ Current 750 – Deferred (929 ) – Total income tax benefit (179 ) –
Reconciliation of income tax expense	Three months ended March 31, 2019 2018 PRC income tax statutory rate 25.00% 25.00% Impact of different tax rates in other jurisdictions (13.35% ) – Tax effect of non-deductible entertainment (2.1% ) – Tax effect of non-deductible welfare (0.02% ) (0.90% ) Changes in valuation allowance (9.42% ) – Effective tax rate 0.11% 24.10%

9. Related Party Balances and_2

9. Related Party Balances and Transactions (Tables)	3 Months Ended
	Mar. 31, 2019
Related Party Transactions [Abstract]
Schedule of related party transactions	March 31, December 31, $ $ Mr. Zhang Bi (1) 423,249 245,545 Mr. Yin-Chieh Cheng (2) 693,932 556,464 Coral Capital Partners (3) – 10,718 Mountain Share Transfer, LLC (3) – 6,624 Total 1,117,181 819,351
Details of related party transactions	For three months ended March 31, 2019 2018 $ $ Purchase from related party Mr. Zhang Bi (1) – 174,454 Paid on behalf of the Company Mr. Zhang Bi (2) 174,162 – Mr. Yin-Chieh Cheng (2) 138,600 –

10. Loss Per Share (Tables)

10. Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2019
Earnings Per Share [Abstract]
Schedule of loss per share	For three months ended March 31, 2019 2018 $ $ Numerator: Net loss attributable to the Company (158,379 ) (8,878 ) Denominator: Weighted-average shares outstanding - Basic 12,349,447 10,000,000 - Diluted 13,249,447 10,000,000 Loss per share: - Basic (0.0128 ) (0.0009 ) - Diluted (0.0128 ) (0.0009 )

2. Summary of Significant Acc_3

2. Summary of Significant Accounting Policy (Details Narrative)	3 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Sales Revenue Net [Member] | Two Customers [Member]
Concentration percentage	100.00%
Accounts Receivable [Member] | Two Customers [Member]
Concentration percentage	99.47%		99.27%
Cost of Sales [Member] | One Supplier [Member]
Concentration percentage	91.00%	31.60%
Cost of Sales [Member] | Another Supplier [Member]
Concentration percentage		57.40%

3. Inventories (Details)

3. Inventories (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Raw materials	$ 201,098	$ 63,401
WIP	4,341	0
Inventory, net	$ 205,439	$ 63,401

4. Prepaid Expenses and Other_3

4. Prepaid Expenses and Other Assets, Net (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Total receivables and prepaid expenses	$ 573,879	$ 573,138
Allowance for doubtful accounts	(82,550)	(82,720)
Prepaid expenses and other assets, net	491,329	490,418
Receivable from Third Party [Member]
Total receivables and prepaid expenses	550,332	551,464
Other Receivables [Member]
Total receivables and prepaid expenses	15,830	15,565
Prepaid Rent [Member]
Total receivables and prepaid expenses	0	3,895
Other Prepaids [Member]
Total receivables and prepaid expenses	$ 7,717	$ 2,214

4. Prepaid Expenses and Other_4

4. Prepaid Expenses and Other Assets, Net (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Provision for doubtful accounts	$ 82,550	$ 72,720

5. Property and Equipment, Ne_2

5. Property and Equipment, Net (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Property and equipment, gross	$ 69,296	$ 68,136
Accumulated depreciation	(13,297)	(9,434)
Property and equipment, net	55,999	58,702
Furniture and Fixtures [Member]
Property and equipment, gross	3,857	3,793
Equipment [Member]
Property and equipment, gross	12,826	12,612
Leasehold Improvements [Member]
Property and equipment, gross	10,237	10,066
Vehicles [Member]
Property and equipment, gross	$ 42,376	$ 41,665

5. Property and Equipment, Ne_3

5. Property and Equipment, Net (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 3,716	$ 24

6. Leases (Details - Summary of

6. Leases (Details - Summary of leases) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Leases [Abstract]
Operating lease right-of-use asset	$ 155,982	$ 0
Operating - noncurrent	$ 8,378	$ 0

6. Leases (Details - Lease cost

6. Leases (Details - Lease costs)	3 Months Ended
	Mar. 31, 2019USD ($)
Leases [Abstract]
Operating lease expense	$ 4,886
Total net lease costs	$ 4,886

6. Leases (Details - Maturity s

6. Leases (Details - Maturity schedule lease liability)	Mar. 31, 2019USD ($)
Operating Lease Liablities
Remaining 2019	$ 0
2020	8,911
2021	0
2022	0
2023	0
Total lease payments	8,911
Less: interest	(533)
Present value of lease liabilities	$ 8,378

6. Leases (Details - Schedule o

6. Leases (Details - Schedule of future minimum rental payments)	Dec. 31, 2018USD ($)
Operating leases future minimum payment due
2019	$ 0
2020	8,911
2021	0
2022	0
2023	0
Total	$ 8,911

6. Leases (Details - Terms of l

6. Leases (Details - Terms of leases)	Mar. 31, 2019
Leases [Abstract]
Weighted Average Remaining Lease Term	3 years 6 months
Weighted Average Discount Rate	6.18%

6. Leases (Details - Supplement

6. Leases (Details - Supplemental information)	3 Months Ended
	Mar. 31, 2019USD ($)
Leases [Abstract]
Operating cash flows from operating leases	$ 149,060
Right-of-use assets obtained in exchange for new lease obligations	$ 148,511

7. Convertible Note (Details -

7. Convertible Note (Details - Assumptions) - Warrants [Member]	9 Months Ended
	Sep. 20, 2018
Measurement Input Expected Dividend Rate [Member]
Assumption valuation parameters	n/a
Measurement Input Risk Free Interest Rate [Member]
Assumption valuation parameters	2.96%
Measurement Input Expected Term [Member]
Assumption valuation parameters	4.57 years
Measurement Input Price Volatility [Member]
Assumption valuation parameters	25.3%

7. Convertible Note (Details Na

7. Convertible Note (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 20, 2018	Dec. 31, 2018	Mar. 31, 2019
Convertible Notes Payable [Member] | Class A Warrants [Member]
Warrants issued with debt, shares	150,000
Warrant strike price	$ 0.50
Convertible Notes Payable [Member] | Class B Warrants [Member]
Warrants issued with debt, shares	150,000
Warrant strike price	$ 1
Convertible Notes Payable [Member] | Coral Partners [Member]
Debt issuance date	Sep. 20, 2018
Debt face amount	$ 10,000
Debt stated interest rate	24.00%
Beneficial conversion feature	$ 330,000
Convertible note balance			$ 0
Interest expense debt		$ 2,795
Interest accretion		$ 671

8. Income Taxes (Details - Inco

8. Income Taxes (Details - Income tax expense) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income tax expense	$ (179)	$ (3,510)
CHINA
Current income tax expense	750	0
Deferred income tax expense	(929)	0
Income tax expense	$ (179)	$ 0

8. Income Taxes (Details - Reco

8. Income Taxes (Details - Reconcilation of income tax) - CHINA	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
PRC income tax statutory rate	25.00%	25.00%
Impact of different tax rates in other jurisdictions	(13.35%)	0.00%
Tax effect of non-deductible entertainment	(2.10%)	0.00%
Tax effect of non-deductible welfare	(0.02%)	(0.90%)
Changes in valuation allowance	(9.42%)	0.00%
Effective tax rate	11.00%	2410.00%

9. Related Party Balances and_3

9. Related Party Balances and Transactions (Details - Due to related parties) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Due to related parties	$ 1,117,181	$ 819,351
Mr. Zhang Bi [Member]
Due to related parties	423,249	245,545
Mr. Yin-Chieh Cheng [Member]
Due to related parties	693,932	556,464
Coral Capital Partners [Member]
Due to related parties	0	10,718
Mountain Share Transfer [Member]
Due to related parties	$ 0	$ 6,624

9. Related Party Balances and_4

9. Related Party Balances and Transactions (Details - Related party transactions) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Proceeds from related party	$ 312,762	$ 174,454
Mr. Zhang Bi [Member]
Purchases from related party	0	174,454
Proceeds from related party	174,162	0
Mr. Yin-Chieh Cheng [Member]
Proceeds from related party	$ 138,600	$ 0

10. Loss Per Share (Details)

10. Loss Per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Numerator:
Net income (loss) attributable to the Company	$ (158,379)	$ (8,878)
Denominator:
Weighted-average shares outstanding - Basic	12,349,447	10,000,000
Weighted-average shares outstanding - Diluted	12,349,447	10,000,000
Earnings (loss) per share: - Basic	$ (0.0128)	$ (0.0009)
Earnings (loss) per share: - Diluted	$ (0.0128)	$ (0.0009)