December 4, 2018

Erik S. Nelson
Chief Executive Officer
Nocera, Inc.
2030 Powers Ferry Road SE Suite #212
Atlanta, GA 30339

       Re: Nocera, Inc.
           Amendment No. 1 to Form 10-12G
           Filed November 30, 2018
           File No. 000-55993

Dear Mr. Nelson:

       We have reviewed your amended filing and have the following comments. In
some of
our comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.
Unless we note otherwise, our references to prior comments are to comments in
our November
15, 2018 letter.

Amendment No. 1 to Form 10

Management's Discussion of Financial Position and Results of Operations
Results for the Nine Months Ended September 30, 2018 Compared to the Nine
Months Ended
September 30, 2017
Cash Flow, page 21

1.    We reviewed your response to comment 9. You still disclose that you
generated $310 in
      cash from investing activities. However, this cash was generated from the
sale of
      common stock and warrants. Please revise to disclose the proceeds from
the sale of the
      common stock and warrants as cash flows from finnacing activities. In
addition, we note
      that the proceeds are classified as investing cash flows in the
statements of cash flow on
      page F-19. Please revise to correct the classification of the proceeds in
the statements of
      cash flows.
 Erik S. Nelson
Nocera, Inc.
December 4, 2018
Page 2
Item 7: Certain Relationships and Related Transactions, page 32

2.       We note your response to comment 12 and your amended disclosure. It is
unclear,
         however, whether there are two promissory notes or an inconsistency in
the date of one
         promissory note in your disclosures. For example, your amended
disclosure in this
         section and in Note 8 on page F-13 states that the promissory note was
entered into on
         September 28, 2018; however, Exhibit 10.1 and Note 6 on page F-25
disclose that the
         promissory note agreement was entered into on September 20, 2018.
Please revise for
         consistency or provide an explanation as to whether there are two
promissory notes. If
         there are two promissory notes, please file the promissory note dated
September 28, 2018
         as an exhibit to your registration statement. See Item 601(b)(10) of
Regulation S-K.
Financial Statements
Note 6. Common Stock, page F-14

3.       We reviewed your response to comment 17. Please tell us your basis in
GAAP for
         recognizing an expense related to the warrants issued to Coral
Investment Partners, LP.
         Please refer to ASC 470-20. In addition, please tell us how the
proceeds allocated to the
         common stock and warrants issued to Coral Investment Partners, LP.
were determined.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact William Thompson, Accounting Branch Chief, at (202)
551-3344 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Katherine Bagley, Staff Attorney, at (202) 551-2545 or Jennifer L
pez-Molina, Staff
Attorney, at (202) 551-3792 with any other questions.



FirstName LastNameErik S. Nelson                              Sincerely,
Comapany NameNocera, Inc.
                                                              Division of
Corporation Finance
December 4, 2018 Page 2                                       Office of
Consumer Products
FirstName LastName