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CORRESP
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NOCERA, INC.

3F (Building B), No. 185, Sec. 1, Datong Rd.

Xizhi Dist., New Taipei City 221

Taiwan (R.O.C.)

July 10, 2023

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jennifer Gowetski, Al Pavot and Terence O’ Brien

    Re:
    Form 10-K for the year ended December 31, 2022 filed March 31, 2023

    File No. 001-41434

Ladies and Gentlemen:

We are submitting this letter in response to the
comments included in the Staff’s letter, dated June 5, 2023, regarding the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2022.

For your convenience, the text of the Staff’s
comments is set forth below in bold, followed in each case by the Company’s responses. Please note that all references to page numbers
in the responses are references to the page numbers in the Company’s amended Annual Report (the “Amended Report”)
filed concurrently with the submission of this letter in response to the Staff’s comments.

Revenue, page 40

 1. The disclosure on page 3 states that you have two continuing businesses: the Meixin catering business; and the NTB eel selling business.
Please revise this section to quantify the revenues and income (loss) of each continuing business, and for the disposed XFC business,
for each period presented. Explain any material variances. Also, please disclose in this section the $2.6 million loss on the XFC disposal
and the specific business and economic factors that prevented you from selling the business at its carrying value.

Response:

Per the Staff’s comment, we have revised the disclosure
on page 40 of the Annual Report to the Company’s continuing business of Meixin catering business with revenues and loss. Also, we
have added the explanation of $2.6 million loss on disposition of XFC.

Please be advised that we have amended the revenue on page
 9 to read as follows:

Results of Operations

On November 30, 2022, the Company and
Han-Chieh Shih (the “Purchaser”) entered into certain share purchase agreement (the “Disposition SPA”). Pursuant
to the Disposition SPA, the Purchaser agreed to purchase 100% of the issued and outstanding shares of Xin Feng Construction Co., Ltd.,
a Taiwan limited liability company (“XFC”), which is controlled by the Company through a series of contractual agreements
(the “VIE Agreements”), in exchange for cash consideration of $300,000 (the “Purchase Price”). Upon the closing
of the transaction (the “Disposition”) contemplated by the Disposition SPA, the Purchaser will become the majority shareholder
of XFC and as a result, assume all assets and liabilities of XFC. The transaction contemplated by the Purchase Agreement is hereby referred
as the Disposal.

On March 29, 2022, management was authorized
to approve and commit to a plan to sell XFC. On November 30, 2022, the parties completed all the share transfer registration procedure
as required by the laws of Taiwan and all the other closing conditions have been satisfied. The Disposition closed on November 30, 2022.

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In accordance with ASC 205-20, Reporting
Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of
components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or
will have) a major effect on an entity’s operations and financial results when the components of an entity meets the criteria in
paragraph 205-20-45-1E to be classified as held for sale. The disposition of XFC met the criteria in paragraph 205-20-45-1E and was reported
as a discontinued operation.

The following table sets forth our
consolidated statements of operations for the years ended December 31, 2022 and 2021.

Consolidated Statements of Operations

    For the years ended December 31,

    2022
    2021

    Net Sales
    $ 14,102,138
    $ 3,844,222

    Cost of sales
      (13,846,172 )
      (3,770,412 )

    Gross profit
      255,966
      73,810

    Operating expenses

    General and administrative expenses
      (2,772,102 )
      (10,205,821 )

    Total operating expenses
      (2,772,102 )
      (10,132,011 )

    Other income (expense)
      417,999
      310

    Net loss from continuing operations before income taxes
      (2,098,137 )
      (10,131,702 )

    Income tax (expense) benefit
      23,808
      (9,421 )

    Net loss from continuing operations
      (2,074,329 )
      (10,141,123 )

    Net loss (income) from discontinued operations

    Loss on disposal
      (2,569,975 )
      –

    (Loss) income from discontinued operations
      (92,285 )
      522,044

      (2,662,260 )

    Net loss
    $ (4,736,589 )
    $ (9,619,079 )

Revenue

The revenue of the company for the
year ended December 31, 2022 was approximately $14.1 million compared to approximately $3.84 million for the comparable period in 2021.
The revenue for the year ended December 31, 2022 was mostly generated from Meixin catering business and the fish trading business from
NTB with the revenue of $1.6 million and $12.4 million respectively. The revenue for the year ended December 31, 2021 was generated from
XFC delivery of construction services to its customers. As of December 31, 2021, JC Development Co., Ltd. (“JCD”) and us have
mutually agreed to terminate of the Regional Agency Cooperation Agreement dated as of September 2019, as amended by the Regional Agency
Cooperation Supplementary Agreement dated as of May 31, 2020, by and between Grand Smooth Inc Ltd and JCD.

The
disposition of XFC with $2.6 million loss can be attributed to various factors. In 2022, government measures and business decisions influenced
construction services, resulting in project completions, cancellations, and budget reductions. This led to a decrease in cases and programs,
which didn't meet our initial expectations for XFC's business development. Additionally, we strategically shifted our focus to fully develop
a fish farm in Montgomery, Alabama, necessitating the sale of XFC. We determined the market value of the associated Class A building/construction
license for the sale. These factors, including government measures, business decisions, and the strategic shift towards the fish farm,
significantly contributed to the loss.

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Inventories, page 42

 2. Please provide a substantive and informative disclosure explaining why your inventories decreased by $1.2 million in 2022 whereas
sales increased by $6 million. Quantify the impact of any impairments. In this regard, the impact on your reported operating cash flows
is significant. See Item 303(b)(1) of Regulation S-K.

Response:

Per the Staff’s Comment, we have revised the disclosure
on page 42 of the Annual Report to the Company’s inventories with decrease by $1.2 million is separated from the growth of sales
by $6 million. The decrease of inventories attribute to the continuing construction services by XFC, which is not connected to the sales
from NTB.

Please be advised we that have amended the inventories on
page 11 and page 13 to read as follows:

Net cash provided by (used in) operating activities

Net cash used in operating activities
amounted to $1,771,551 for the year ended December 31, 2022. This reflected a net loss of $4,736,589, as adjusted for non-cash items primarily
including loss on disposal of XFC of $2,569,975, depreciation of $66,907 and share-based compensation of $413,453, and offset by effect
of changes in working capital including a decrease of $5,382 of inventories.

The decrease in our inventories by $1.2 million can primarily
be attributed to the construction services provided by XFC. In accordance with industry practices, the construction in progress within
the construction industry is categorized as inventories. Therefore, it is essential to differentiate the $6 million increase in sales
from the $1.2 million decrease in inventories. The $6 million in sales predominantly originates from NTB fish trading business, officially
commenced in November, 2021, and Meixin catering business which acquired in September, 2022 conducted by NTB, which officially commenced
in November, 2021. It is worth noting that a portion of the $1.2 million decrease in inventories will be transferred into revenue once
the construction projects are fully completed.

Loss (income) from discontinued
operations

In November 2022, we completed the
termination of VIE agreements with XFC. The results of XFC, as a discontinued operation, for the years ended December 31, 2022 and 2021,
are reported as components of net loss separate from the net loss of continuing operations. The details of composition of net loss from
discontinued operations were as below.

    For the Years Ended
 December 31,

    2022
    2021

    Revenue (a)
    $ 2,236,616
    $ 6,101,103

    Cost of revenues (b)
      (2,225,487 )
      (5,230,321 )

    General and administrative expenses (c)
      (105,226 )
      (213,863 )

    Other (expenses) income
      1,812
      (4,364 )

    Income tax expenses (e)
      –
      (130,511 )

    Net (loss) / profit income from discontinued operations
    $ (92,285 )
    $ 522,044

    (a)
    Revenues. During the year ended December 31, 2022 and 2021, we recognized revenues of $2.2 million and $6.1 million from continuing construction services. The decrease was primarily due to government changed measures and business decisions influenced construction services in 2022, resulting in project completions, cancellations, and budget reductions. This led to a decrease in cases and programs.

    (b)
    Cost of revenues. The cost of revenues is comprised of cost of materials and labor cost. The decrease in cost of revenues was deduction of the projects.

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    (c)
    General and administrative expenses. General and administrative expenses was mainly comprised of employee salary and welfare expenses, office rental expenses, marketing expenses and travel expenses. The decrease of general and administrative expenses was mainly attributable to the size of the project reduced and deduction of the employee.

    (d)
    Impairment of goodwill. For the year ended December 31, 2022, we accrued impairment of goodwill of $332,040 arising from acquisition of XFC with we terminated VIE agreements.

    (e)
    Income tax expenses. For the year ended December 31, 2021, our discontinued operation incurred current income tax expenses of $130,511, because XFC generated taxable income during the period.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 46

 3. We note that during your fiscal year 2022 you were identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley
Act of 2002 (15 U.S.C. 7214(i)(2)(A)) as having retained, for the preparation of the audit report on your financial statements included
in the Form 10-K, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the
Public Company Accounting Oversight Board had determined it is unable to inspect or investigate completely because of a position taken
by an authority in the foreign jurisdiction. Please provide the documentation required by Item 9C(a) of Form 10-K in the EDGAR submission
form “SPDSCL-HFCAA-GOV” or tell us why you are not required to do so. Refer to the Staff Statement on the Holding Foreign
Companies Accountable Act and the Consolidated Appropriations Act, 2023, available on our website at https://www.sec.gov/corpfin/announcement/statement-hfcaa-040623.

Response:

Per the Staff’s Comment, we have provided the documentation
required by Item 9C(a) of Form 10-K in the EDGAR submission form “SPDSCL-HFCAA-GOV” and have also amended Item 9C of the Amended
Report to state that we have filed the submission form with the SEC.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT
PREVENT INSPECTIONS

On April 21, 2022, the Company was conclusively identified
by the SEC as a Commission-Identified Issuer pursuant to the Holding Foreign Companies Accountable Act (the “HFCAA”) because
it filed its registration statement on Form S-1 (File No. 333-264059) containing audited financial statements for the fiscal years ended
December 31, 2021 and 2020 with an audit report by Centurion ZD CPA &Co. (“Centurion”). Centurion is a Hong Kong-based
public accounting firm previously deemed to be inaccessible for complete inspection by the PCAOB due to an authority's position in the
foreign jurisdiction. However, in August 2022, the PCAOB took a significant step toward inspecting and investigating registered public
accounting firms in mainland China and Hong Kong by signing a Statement of Protocol with the CSRC and the Ministry of Finance of the People's
Republic of China. From September to November 2022, PCAOB staff conducted on-site inspections and investigations of Centurion.

In December 2022, the PCAOB announced that it had obtained
complete access to inspect and investigate registered public accounting firms in mainland China and Hong Kong. It also confirmed that,
until new determinations are issued by the PCAOB, no Commission-Identified Issuers, including the Company, are at risk of trading prohibition
under the HFCAA.

We have no awareness or belief that any governmental entity
in the foreign jurisdiction of incorporation or organization owns shares of our capital stock. Similarly, no official from the Chinese
government or Hong Kong Special Administrative Region serves as a board member or officer within our Company or its operating subsidiaries.
Our amended articles of incorporation do not contain any provisions known to include charter or charter provisions of the Chinese Communist
Party. Based on the absence of a Schedule 13D or 13G filing by any such governmental entity, the lack of material contracts with foreign
governmental parties, and the absence of foreign government representation on our Board, we have determined that no governmental entity
in mainland China or Hong Kong has the power to direct or control our management, policies, or possess a controlling financial interest.

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Item 14, page 57

 4. We note that your operations are primarily in Taiwan whereas your auditor is based in Hong Kong. Please tell us the percentage of
hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent
fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.
See the guidance in Item 14(6) of the Form Instructions.

Response:

Per the staff’s comment, we have revised the disclosure
on page 57 of the Annual Report to state that our principal accountant is fully engaged to audit our financial statements.

Please be advised that we have revised the Principal Accounting
Fees and Services on page 18 to read as follows:

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

During the years ended December 31,
2022 and 2021, we engaged Centurion ZD CPA & Co. as our independent registered accounting firm. For the years ended December 31, 2022
and 2021, we incurred fees, as discussed below:

    Fiscal Year Ended December 31,

    2022
    2021

    Audit Fees
    $ 139,000
    $ 131,600

    Audit-Related Fees (1)
      –
      10,000

    Tax Fees
      –
      –

    All Other Fees
      –
      –

    Total
    $ 139,000
    $ 141,600

    (1)
    Fees incurred in conjunction with consents for various registration statements filed during the 2022 and 2021 fiscal years.

Audit fees consist of fees related
to professional services rendered in connection with the audit of our annual financial statements. All other fees relate to professional
services rendered in connection with the review of the quarterly financial statements.

The principal accountant’s percentage of hours of
engagement