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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.)

September 6, 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/A for the year ended December 31, 2022 filed July 10, 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 August 2, 2023, regarding the above-captioned matter.

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 Amendment No. 2 to the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2023 (hereinafter referred to as “Amendment No. 2”) filed concurrently
with the submission of this letter in response to the Staff’s 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.

Response:

As disclosed, in December 2020, the
Company entered into a series of contractual agreements with Xin Feng Construction Co., Ltd. (“XFC”), a funded limited liability
company registered in Taiwan (R.O.C.), whereby the Company agreed to provided technical consulting and related services to XFC. XFC was
a construction company engaged in providing construction services relating to government and corporate projects, including indoor fish
farms, and through XFC, the Company was indirectly engaged in such construction services. In November 2022, the Company changed its core
business objectives away from providing construction services and sold its interests in XFC. As a result of the Company selling its interests
in VIE, the Company ceased having any connection with the construction services provided by XFC, and the Company does not have intentions
of providing construction services in Taiwan. However, rather than providing construction services, the Company will sell RAS equipment
and provide consulting services to third parties for their development of fish farms in Taiwan. We have amended the disclosure in Amendment
No. 2 to clarify the distinction.

Regarding the termination of Regional
Agency Cooperation Agreement dated as of September 2019 with JC Development Co., Ltd. (“JCD”), please be advised that it did
not have any impact on our 2022 sales or financial aspects.

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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.

Response:

Please be advised that we have amended
the disclosure in Amendment No. 2 per the Staff’s comment as follows:

Gross profit for the year ended December
31, 2022 was approximately $255,000, compared to approximately $73,000 for the comparable period in 2021. The gross profit 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
$120,000 and $130,000, respectively. The increase of gross profit margin was mainly because in 2022, we had increased the fish trading
business and the acquisition of Meixin of its catering business that leads to the increase of revenue recognition.

The operating loss incurred in the
NTB fish trading business is primarily attributed to administrative expenses, amounting to approximately $260,000. We are confident that
profitability can be achieved by optimizing management expenses and enhancing profit margins.

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.

Response:

Please be advised that we have amended
the disclosure in Amendment No. 2 per the Staff comment as follows:

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
the fish trading business from NTB. As of December 31, 2021, 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.

For the year ended December 31, 2022
and 2021, our foreign currency translation adjustment was $89,688 and $63,676 of sales and income, respectively.

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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.

Response:

Please be advised that the Company
did not supplementally review any materials or relied upon any legal opinions or third party certifications as the basis of the Company’s
submission to demonstrate that it is not owned or controlled by a foreign governmental parties. As discussed below, the Company believes
that the documents reviewed by the Company, or lack thereof, satisfies the Company’s disclosure requirements under Item 9C of Form
10-K.

Per the Commission’s Final Release
No. 34-93701 (the “Release”) whereby the Commission amended Form 10-K by adding Item 9C in satisfaction of its mandate under
Section 104(i)(4) of the Sarbanes-Oxley Act (as amended by the Holding Foreign Companies Accountable Act (the “HFCAA”)), to
establish a manner and form a covered issuer shall submit to the Commission to demonstrate that it was not owned or controlled by a foreign
governmental entity, the Commission explicitly stated that it was not establishing a list of what would be required to be submitted. The
Commission stated:

“[T]he
final amendments continue to permit Commission-Identified Issuers to determine the appropriate documentation to submit in response to
the requirement, based on their organizational structure and other registrant-specific factors. We decline to provide an exclusive or
non-exclusive list of what documentation may demonstrate that the registrant is not owned or controlled by the relevant governmental
entity. We believe that such a list may be too limiting or become the de facto means of satisfying the requirement. We believe that Commission-Identified
Issuers should instead make a determination of what documentation meets the requirement for their particular company. We also believe
that not prescribing the specific documentation Commission-Identified Issuers must submit will limit compliance costs and could result
in more relevant information being provided to investors1.”

In
determining the definitions of the terms “owned or controlled,” “owned,” and “controlling financial interest”
used in the HFCAA, the Commission noted that the HFCAA refers to the Exchange Act and the Commission’s Exchange Act rules and therefore
that stated that the terms are reasonably read to have the same meaning as the term “control” as used in the Exchange Act
and the Exchange Act rules.2

Rule 12b-2 of Exchange Act defines
“control” (including the terms “controlling,” “controlled by” and “under common control with”)
as the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract, or otherwise.

The Company stated under Item 9C of
its Form 10-K/A that was not aware nor did it believe that any governmental entity has any control over the Company, and that in making
such determination, it relied, in part, 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 the Company’s Board. Per the
Commission’s guidance as stated in the Release that an issuer is to make the determination of what documentation meets its requirement
under Item 104(i)(2)(A) of the Sarbanes Oxley Act and that the Commission would not provide a list of what would be required to be submitted,
the Company respectfully submits and believes that the disclosure under Item 9C of its Form 10-K/A meets it disclosure obligations.

______________________

1
Page 9 of the Release.

2
Page 10 of the Release.

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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.

Response:

Please be advised that we have amended
the disclosure in Amendment No. 2 per the Staff comment as follows:

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Shareholders and the Board of Directors
of Nocera, Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidated
balance sheet of Nocera, Inc. and its subsidiaries (the "Group") as of December 31, 2022 and 2021, the related consolidated
statements of operations, comprehensive income (loss), changes in equity, and cash flows, for the year then ended, and the related notes
(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements
present fairly, in all material respects, the financial position of the Group at December 31, 2022 and 2021, and the results of its operations
and its cash flows for the year then ended, in conformity with the U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the
responsibility of the Group's management. Our responsibility is to express an opinion on the Group's financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for
our opinion.

Critical Audit Matter

The critical audit matter communicated below is
a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the
audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion
on the critical audit matter or on the accounts or disclosures to which it relates.

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Critical Audit Matter Description

As at December 31 2022, the Company had goodwill
of approximately $4 million relating to the acquisition of Meixin Institutional Food Development Company Limited. Management performs
the annual goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. Management’s valuation
method is an income approach using a discounted cash flow model. The discounted cash flow model requires projections of revenue, gross
margin, operating expenses, working capital investment and fixed asset additions over a multi-year period, and a discount rate based upon
a weighted