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August 2, 2023
Jeff Cheng
President
NOCERA, INC.
3F (Building B) , No. 185 , Sec. 1 , Datong Rd .
Xizhi Dist. , New Taipei City 221
Taiwan (R.O.C.)
Re:NOCERA, INC.
Form 10-K/A filed July 10, 2023
File No. 1-41434
Dear Jeff Cheng:
            We have reviewed your 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.
Form 10-K/A filed July 10, 2023
Operations Overview, page 1
1.Please reconcile your disclosure that states, "we have no intention of providing services to
construct indoor RASs and solar sharing fish farms in Taiwan," with your later disclosure
that, "We plan to sell and develop fish farms in Taiwan." Please also disclose whether the
December 31, 2021, JCD contract termination materially impacted your 2022 sales or net
loss.
Gross Profit, page 10
2.XFC should not impact your gross profit variance since it is accounted for as a
discontinued operation. Please revise your disclosure to quantify the gross profits from
both your 2022 catering business and your 2021-2022 eel fish trading business. The
disclosure should clearly inform readers about the extent to which either of these
businesses is generating losses and the specific reasons why. Further, please identify the
specific events and circumstances that must change in order for these businesses to
generate income. See Item 303 of Regulation S-K.

 FirstName LastNameJeff Cheng
 Comapany NameNOCERA, INC.
 August 2, 2023 Page 2
 FirstName LastNameJeff Cheng
NOCERA, INC.
August 2, 2023
Page 2
Revenue, page 10
3.Please explain your disclosure that "The revenue for the year ended December 31, 2021
was generated from XFC". If XFC has been accounted for as a discontinued operation
then your 2021 sales amount should exclude any XFC sales. See ASC 205-20-45. If all of
your 2021 sales were from eel fish trading operations then please clarify your disclosure.
Also, please quantify the impact of foreign currency exchange rate changes on your 2022
sales and income. In this regard, we note your disclosure on page 3.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 17
4.We note your statement that you have no awareness or belief that any governmental entity
in the foreign jurisdiction of incorporation or organization owns shares of your capital
stock as well as your statement regarding the absence of a Schedule 13D or 13G filed by a
governmental entity, the lack of material contracts with foreign governmental parties and
the absence of foreign governmental representation in connection with your required
submission under paragraph (a). Please supplementally describe any materials that were
reviewed and tell us whether you relied upon any legal opinions or third party
certifications such as affidavits as the basis for your submission.
Audit Report, page F-2
5.The paragraph describing the Critical Audit Matter is missing. Also, the ASC 205
restatement materially impacted sales, income from continuing operations, and cash flows
from continuing operations so a corresponding paragraph in the audit report appears
necessary. See AS 2820.16. See also ASC 250 regarding applicable restatement
disclosures in the financial statements and label the applicable financial statements as
restated. Finally, please file a current report on Form 8-K to report non-reliance on
previously filed financial statements or tell us in detail why you believe you are not
required to do so. Refer to Item 4.02 of Form 8-K.
Form 8-K filed June 6, 2023
Item 2.01, page 2
6.Please provide us with the significance calculations for the Zhe Jiang acquisition. See
Article 8-04 of Regulation S-X. Please also provide us with your analysis concerning
whether this acquisition should be accounted for as a combination of entities under
common control. Further, in your forthcoming Form 10-Q, please disclose the accounting
impact of this acquisition and fully describe the business operations of the acquired
company. See ASC 805-10-50.
            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 Al Pavot at 202.551.3738 or Terence O'Brien at
202.551.3355 if you have questions regarding comments on the financial statements and related

 FirstName LastNameJeff Cheng
 Comapany NameNOCERA, INC.
 August 2, 2023 Page 3
 FirstName LastName
Jeff Cheng
NOCERA, INC.
August 2, 2023
Page 3
matters. Contact Jennifer Gowetski at 202-551-3401 or Andrew Mew at 202-551-3377 if you
have any questions about comments related to your status as a Commission-Identified Issuer
during your most recently completed fiscal year.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Tiger Tsai