SecProbe.io

CORRESP
 1
 filename1.htm

 Nocera Inc.

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

 New Taipei City Taiwan 221, ROC

 December 9, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Mr. Juan Grana

 Re: Nocera Inc. Request for Acceleration

 Registration
Statement on Form S-3

 File No. 333-291922

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), Nocera Inc., a Nevada corporation (the "Company"), respectfully
requests that the effective date of its registration statement on Form S-3 (File No. 333-291922) (the "Registration Statement"),
be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Thursday, December 11, 2025, or as soon thereafter as possible.

 Once the Registration Statement is effective,
please confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Ross D. Carmel, Esq. at (646) 838-1310.

 If you have any questions regarding this request,
please contact Ross D. Carmel, Esq. of Sichenzia Ross Ference Carmel LLP at (646) 838-1310.

 Very truly yours,

 By: /s/ Andy Ching-An
Jin

 Name: Andy Ching-An
Jin

 Title: Chief Executive
Officer

 cc: Ross D. Carmel, Esq., Sichenzia Ross Ference
Carmel LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 28, 2025

Shun-Chih Chuang
Chief Financial Officer
Nocera, Inc.
2030 Powers Ferry Road SE
Suite No. 212
Atlanta, Georgia 30339

 Re: Nocera, Inc.
 Form 10-K/A for Fiscal Year Ended December 31, 2024
 Form 10-Q/A for Fiscal Quarter Eneded March 31, 2025
 Response dated June 20, 2025
 File No. 001-41434
Dear Shun-Chih Chuang:

 We have completed our review of your filings. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 2, 2025

Shun-Chih Chuang
Chief Financial Officer
Nocera, Inc.
2030 Powers Ferry Road SE
Suite No. 212
Atlanta, GA 30339

 Re: Nocera, Inc.
 Form 10-K/A for Fiscal Year Ended December 31, 2024
 Form 10-Q/A for Fiscal Quarter Eneded March 31, 2025
 Response dated June 20, 2025
 File No. 001-41434
Dear Shun-Chih Chuang:

 We have completed our review of your filings. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Nocera, Inc.

 2030 Powers Ferry Road SE

 Suite No. 212

 Atlanta, Georgia 30339

 June 20, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 Nocera, Inc.

 Amendment No. 1 to Form 10-K/A for Fiscal Quarter
 Ended December 31, 2024
 Filed June 4, 2025
 Response dated June 9, 2025

 File No. 001-41434

 Dear Ms. Shafique and Mr. Pavot:

 On behalf of Nocera, Inc.
(the "Company," "Nocera," "we," "us," or "our"), this letter responds to comments
provided by the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the
"Commission") provided to the undersigned on June 9, 2025, regarding the Company's Amendment No. 1 to Form 10-K/A filed
on June 4, 2025 for the fiscal year ended December 31, 2024 (the "10-K/A").

 For your convenience, the
Staff's comments have been restated below and the Company's responses are set forth immediately under the restated comments.
Unless otherwise indicated, defined terms used herein have the meanings set forth in the 10-K/A. We have filed Amendment No. 2 to the
10-K/A (the "Amendment") with the Commission today.

 Form 10-K/A filed June 4, 2025

 Report of Independent Registered Public Accounting Firm, page F-2

 1.
 The opinion date does not appear to cover the subsequent revisions to your financial statement disclosures. Please revise pursuant to paragraph 18e of PCAOB Auditing Standard 3101 and Auditing Standard 3110.

 1

 Response: Please be advised that we have
amended the disclosures on F-2 of the 10-K/A per the Staff's comment as follows:

 Note 8. Prepaid Expenses and Other Assets, Net, page F-35

 2.
 It appears that the receivable from SY Media is required to be eliminated from your December 31, 2024 and March 31, 2025 consolidated financial statements. Based on your disclosures on pages F-11 and F-49, it appears that SY Media is a consolidated entity.

 Response: Please be advised that we have
amended the disclosures on page F-35 of the 10-K/A per the Staff's comment as follows:

 December 31, 2024
 December 31, 2023

 $
 $

 Prepaid Expenses
 43,158
 7,795

 Other receivables from third party
 600,011
 2,570

 Prepaid expenses and other assets, net
 643,169
 10,365

 Other receivables as of December 31, 2024 and
2023 were $643,169 and $10,365, respectively. Other receivables include e-commerce live stream receivables for goods and e-commerce sales
deposit.

 Other receivables from third parties primarily
include employee loans totaling $361,830, issued on December 31, 2023; March 1, 2024; June 1, 2024; September 1, 2024; and October 1,
2024. Additionally, the balance includes e-commerce livestream sales deposits of $6,530, recorded on December 31, 2023; June 1, 2024;
and August 1, 2024. A balance of $176,283 is due from third party of SY Media in connection with the Company's livestream events,
recorded on June 1, 2024. These receivables are expected to be collected in accordance with normal payment cycles and are considered part
of ongoing operations. A further $5,659 relates to prior-year receivables from GZ GSI for fish sales in China, originally recognized on
December 1, 2021.

 Note 25. Segment Reporting, page
F-49

 3.
 Please revise to reconcile the total of the aggregate reportable segments' measures of profit or loss to your consolidated income before income taxes, in accordance with ASC 280-10-50-30(b). Please also ensure the total of the reportable segments' revenues are consistent with your consolidated revenues, as noted that total revenues for FY2024 presented as part of segment disclosures do not agree with what is presented on the income statement for the same period. Note also that the segment disclosures are also required in your interim financial statements including your March 31, 2025 Form 10-Q, See ASC 280-10-50-32.

 Response: Please be advised that we have
amended the disclosures on page F-49 of the 10-K/A and page 28 of the 10-Q/A per the Staff's comment as follows:

 The Company's CODM is responsible for reviewing
the results of operations and allocating resources across the Company's reportable segments, including Fish Trading and Catering
Services. These operating segments reflect the manner in which the CODM allocates resources and evaluates performance.

 These segments align with how management evaluates
performance and allocates resources. Segment performance is evaluated based on segment revenue and operating profit, which includes direct
costs and segment-specific general and administrative expenses and tax, but excludes corporate overhead and interest.

 2

 The summary of key information by segments for
the years ended December 31, 2024 and 2023 was as follows:

 For year ended December 31, 2024

 Sales of Fish Trading
 Sales of
Catering
 E-Commerce
 Total

 Revenue
 $ 16,574,440
 $ 168,853
 $ 269,839
 $ 17,013,132

 Cost of revenue
 $ 16,486,310
 $ 114,453
 $ 78,108
 $ 16,678,871

 Gross profit
 $ 88,130
 $ 54,400
 $ 191,731
 $ 334,261

 General and administrative expenses
 $ (447,742 )
 $ (597,774 )
 $ (1,089,820 )
 $ (2,135,336 )

 Segment operating losses
 $ (359,612 )
 $ (543,374 )
 $ (898,089 )
 $ (1,801,075 )

 Income tax expenses
 $ (121,575 )
 $ (2,495 )
 $ –
 $ (124,070 )

 Segment losses
 $ (481,187 )
 $ (545,869 )
 $ (898,089 )
 $ (1,925,145 )

 For year ended December 31, 2023

 Sales of Fish Trading
 Sales of
Catering
 Total

 Revenue
 $ 23,713,516
 $ 202,410
 $ 23,915,926

 Cost of revenue
 $ 23,558,911
 $ 162,056
 $ 23,720,967

 Gross profit
 $ 154,605
 $ 40,354
 $ 194,959

 General and administrative expenses
 $ (1,052,507 )
 $ (1,293,816 )
 $ (2,346,323 )

 Segment operating losses
 $ (897,965 )
 $ (1,253,462 )
 $ (2,151,364 )

 Income tax expenses
 $ –
 $ –
 $ –

 Segment losses
 $ (897,965 )
 $ (1,253,462 )
 $ (2,151,364 )

 The following tables set forth a summary of single
customers who represent 10% or more of the Company's segments revenue, net:

 Fish Trading

 December 31, 2024
 December 31, 2023

 Percentage of fish trading revenue

 Customer A
 18.90%
 19.90%

 Customer B
 16.40%
 26.50%

 Customer C
 11.40%
 10.50%

 Customer D
 16.50%
 13.20%

 Customer E
 16.50%
 –

 Customer F
 –
 11.40%

 79.7%
 81.50%

 3

 Catering

 December 31, 2024
 December 31, 2023

 Percentage of catering revenue

 Customer G
 11.11%
 49.19%

 Customer H
 11.92%
 40.69%

 Customer I
 52.41%
 –

 75.44%
 89.89%

 E--commerce

 December 31, 2024
 December 31, 2023

 Percentage of e-commerce revenue

 Customer J
 26.36%
 –

 26.36%
 –

 Effective as of January 1, 2024, the Company adopted
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The Company's Chief Operating Decision
Maker ("CODM") is its Executive Director, Song-Yuan Teng, who is responsible for reviewing the results of operations and allocating
resources across the Company's reportable segments, including Fish Trading and Catering Services. These operating segments reflect
the manner in which the CODM allocates resources and evaluates performance.

 These segments align with how management evaluates
performance and allocates resources. Segment performance is evaluated based on segment revenue and operating profit, which includes direct
costs and segment-specific general and administrative expenses and tax, but excludes corporate overhead and interest.

 The summary of key information by segments for
the three months ended March 31, 2025 and 2024 was as follows:

 For three months ended March 31, 2025

 Sales of Fish Trading
 Sales of
Catering
 E-Commerce
 Total

 Revenue
 $ 4,474,206
 $ 2,089
 $ 57,833
 $ 4,534,128

 Cost of revenue
 $ 4,465,209
 $ 1,567
 $ 16,402
 $ 4,483,178

 Gross profit
 $ 8,997
 $ 522
 $ 41,431
 $ 50,950

 General and administrative expenses
 $ (60,323 )
 $ (195,407 )
 $ (78,641 )
 $ (334,371 )

 Segment operating losses
 $ (51,326 )
 $ (194,885 )
 $ (37,210 )
 $ (283,421 )

 Income tax expenses
 $ –
 $ –
 $ –
 $ –

 Segment losses
 $ (51,326 )
 $ (194,885 )
 $ (37,210 )
 $ (283,421 )

 4

 For three months ended March 31, 2024

 Sales of Fish Trading
 Sales of
Catering
 E-Commerce
 Total

 Revenue
 $ 4,764,517
 $ 86,373
 $ 48,990
 $ 4,899,880

 Cost of revenue
 $ 4,754,614
 $ 43,989
 $ 17,316
 $ 4,815,919

 Gross profit
 $ 9,903
 $ 42,384
 $ 31,674
 $ 83,961

 General and administrative expenses
 $ (27,955 )
 $ (166,429 )
 $ (257,080 )
 $ (451,464 )

 Segment operating losses
 $ (18,052 )
 $ (124,045 )
 $ (225,406 )
 $ (367,503 )

 Income tax expenses
 $ (124,146 )
 $ –
 $ –
 $ (124,146 )

 Segment losses
 $ (142,198 )
 $ (124,045 )
 $ (225,406 )
 $ (491,649 )

 The following tables set forth a summary of single
customers who represent 10% or more of the Company's segments revenue, net:

 Fish Trading

 March 31, 2025
 March 31, 2024

 Percentage of fish trading revenue

 Customer A
 21.47%
 37.45%

 Customer B
 24.25%
 –

 Customer C
 18.42%
 –

 Customer D
 20.50%
 10.01%

 Customer E
 –
 18.21%

 Customer F
 –
 15.35%

 84.65%
 81.01%

 Catering

 March 31, 2025
 March 31, 2024

 Percentage of catering revenue

 Customer G
 83.99%
 –

 83.99%
 –

 5

 4.
 Please disclose the amount of revenue from any single customer that exceeded 10% of consolidated revenue in 2024 and/or 2023. See ASC 280-10-50-42.

 Response: Please be advised that we have amended the disclosures
on page F-49 of the 10-K/A and page 28 of the 10-Q/A per the Staff's comment as follows:

 The Company's CODM is responsible for reviewing
the results of operations and allocating resources across the Company's reportable segments, including Fish Trading and Catering
Services. These operating segments reflect the manner in which the CODM allocates resources and evaluates performance.

 These segments align with how management evaluates
performance and allocates resources. Segment performance is evaluated based on segment revenue and operating profit, which includes direct
costs and segment-specific general and administrative expenses and tax, but excludes corporate overhead and interest.

 The summary of key information by segments for
the years ended December 31, 2024 and 2023 was as follows:

 For year ended December 31, 2024

 Sales of Fish Trading
 Sales of
Catering
 E-Commerce
 Total

 Revenue
 $ 16,574,440
 $ 168,853
 $ 269,839
 $ 17,013,132

 Cost of revenue
 $ 16,486,310
 $ 114,453
 $ 78,108
 $ 16,678,871

 Gross profit
 $ 88,130
 $ 54,400
 $ 191,731
 $ 334,261

 General and administrative expenses
 $ (447,742 )
 $ (597,774 )
 $ (1,089,820 )
 $ (2,135,336 )

 Segment operating losses
 $ (359,612 )
 $ (543,374 )
 $ (898,089 )
 $ (1,801,075 )

 Income tax expenses
 $ (121,575 )
 $ (2,495 )
 $ –
 $ (124,070 )

 Segment losses
 $ (481,187 )
 $ (545,869 )
 $ (898,089 )
 $ (1,925,145 )

 For year ended December 31, 2023

 Sales of Fish Trading
 Sales of
Catering
 Total

 Revenue
 $ 23,713,516
 $ 202,410
 $ 23,915,926

 Cost of revenue
 $ 23,558,911
 $ 162,056
 $ 23,720,967

 Gross profit
 $ 154,605
 $ 40,354
 $ 194,959

 General and administrative expenses
 $ (1,052,507 )
 $ (1,293,816 )
 $ (2,346,323 )

 Segment operating losses
 $ (897,965 )
 $ (1,253,462 )
 $ (2,151,364 )

 Income tax expenses
 $ –
 $ –
 $ –

 Segment losses
 $ (897,965 )
 $ (1,253,462 )
 $ (2,151,364 )

 6

 The following tables set forth a summary of single
customers who represent 10% or more of the Company's segments revenue, net:

 Fish Trading

 December 31, 2024
 December 31, 2023

 Percentage of fish trading revenue

 Customer A
 18.90%
 19.90%

 Customer B
 16.40%
 26.50%

 Customer C
 11.40%
 10.50%

 Customer D
 16.50%
 13.20%

 Customer E
 16.50%
 –

 Customer F
 –
 11.40%

 79.7%
 81.50%

 Catering

 December 31, 2024
 December 31, 2023

 Percentage of catering revenue

 Customer G
 11.11%
 49.19%

 Customer H
 11.92%
 40.69%

 Customer I
 52.41%
 –

 75.44%
 89.89%

 E--commerce

 December 31, 2024
 December 31, 2023

 Percentage of e-commerce revenue

 Customer J
 26.36%
 –

 26.36%
 –

 Effective as of January 1, 2024, the Company adopted
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The Company's Chief Operating Decision
Maker ("CODM") is its Executive Director, Song-Yuan Teng, who is responsible for reviewing the results of operations and allocating
resources across the Company's reportable segments, including Fish Trading and Catering Services. These operating segments reflect
the manner in which the CODM allocates resources and evaluates performance.

 These segments align with how management evaluates
performance and allocates resources. Segment performance is evaluated based on segment revenue and operating profit, which includes direct
costs and segment-specific general and administrative expenses and tax, but excludes corporate overhead and interest.

 7

 The summary of key information by segments for
the three months ended March 31, 2025 and 2024 was as follows:

 For three months ended March 31, 2025

 Sales of Fish Trading
 Sales of
Catering
 E-Commerce
 Total

 Revenue
 $ 4,474,206
 $ 2,089
 $ 57,833
 $ 4,534,128

 Cost of revenue
 $ 4,465,209
 $ 1,567
 $ 16,402
 $ 4,483,178

 Gross profit
 $ 8,997
 $ 522
 $ 41,431
 $ 50,950

 General and administrative expenses
 $ (60,323 )
 $ (195,407 )
 $ (78,641 )
 $ (334,371 )

 Segment operating losses
 $ (51,326 )
 $ (194,885 )
 $ (37,210 )
 $ (283,421 )

 Income tax expenses
 $ –
 $ –
 $ –
 $ –

 Segment losses
 $ (51,326 )
 $ (194,885 )
 $ (37,210 )
 $ (283,421 )

 For three months ended March 31, 2024

 Sales of Fish Trading
 Sales of
Catering
 E-Commerce
 Total

 Revenue
 $ 4,764,517
 $ 86,373
 $ 48,990
 $ 4,899,880

 Cost of revenue
 $ 4,754,614
 $ 43,989
 $ 17,316
 $ 4,815,919

 Gross profit
 $ 9,903
 $ 42,384
 $ 31,674
 $ 83,961

 General and administrative expenses
 $ (27,955 )
 $ (166,429 )
 $ (257,080 )
 $ (451,464 )

 Segment operating losses
 $ (18,052 )
 $ (124,045 )
 $ (225,406 )
 $ (367,503 )

 Income tax expenses
 $ (124,146 )
 $ –
 $ –
 $ (124,146 )

 Segment losses
 $ (142,198 )
 $ (124,045 )
 $ (225,406 )
 $ (491,649 )

 The following tables set forth a summary of single
customers who represent 10% or more of the Company's segments revenue, net:

 Fish Trading

 March 31, 2025
 March 31, 2024

 Percentage of fish trading revenue

 Customer A
 21.47%
 37.45%

 Customer B
 24.25%
 –

 Customer C
 18.42%
 –

 Customer D
 20.50%
 10.01%

 Customer E
 –
 18.21%

 Customer F
 –
 15.35%

 84.65%
 81.01%

 8

 Catering

 March 31, 2025
 March 31, 2024

 Percentage of catering revenue

 Customer G
 83.99%
 –

 83.99%
 –

 We appreciate the opportunity to respond to your
comments. If you have further comments or questions, we stand ready to respond as quickly as possible. If you wish to contact us directly
you can reach us via Ross D. Carmel, Esq. of Sichenzia Ross Ference Carmel LLP at 646-838-1310.

 Sincerely,

 Nocera, Inc.

 By:
 /s/ Andy Ching-An Jin

 Chief Executive Officer

 cc: Ross D. Carmel, Esq.

 Sichenzia Ross Ference Carmel LLP

 9

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 9, 2025

Shun-Chih Chuang
Chief Financial Officer
Nocera, Inc.
2030 Powers Ferry Road SE
Suite No. 212
Atlanta, GA 30339

 Re: Nocera, Inc.
 Form 10-K/A for Fiscal Year Ended December 31, 2024
 Response dated June 4, 2025
 File No. 001-41434
Dear Shun-Chih Chuang:

 We have reviewed your filing and have the following comments.

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K/A filed June 4, 2025
Report of Independent Registered Public Accounting Firm, page F-2

1. The opinion date does not appear to cover the subsequent revisions to
your financial
 statement disclosures. Please revise pursuant to paragraph 18e of PCAOB
Auditing
 Standard 3101 and Auditing Standard 3110.
Note 8. Prepaid Expenses and Other Assets, Net, page F-35

2. It appears that the receivable from SY Media is required to be
eliminated from your
 December 31, 2024 and March 31, 2025 consolidated financial statements.
Based on
 your disclosures on pages F-11 and F-49, it appears that SY Media is a
consolidated
 entity.
Note 25. Segment Reporting, page F-49

3. Please revise to reconcile the total of the aggregate reportable
segments' measures of
 profit or loss to your consolidated income before income taxes, in
accordance with
 June 9, 2025
Page 2

 ASC 280-10-50-30(b). Please also ensure the total of the reportable
segments'
 revenues are consistent with your consolidated revenues, as noted that
total revenues
 for FY2024 presented as part of segment disclosures do not agree with
what is
 presented on the income statement for the same period. Note also that
the segment
 disclosures are also required in your interim financial statements
including your
 March 31, 2025 Form 10-Q, See ASC 280-10-50-32.
4. Please disclose the amount of revenue from any single customer that
exceeded 10% of
 consolidated revenue in 2024 and/or 2023. See ASC 280-10-50-42.
 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.

 Please contact Tayyaba Shafique at 202-551-2110 or Al Pavot at
202-551-3738 if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Nocera, Inc.

 2030 Powers Ferry Road SE

 Suite No. 212

 Atlanta, Georgia 30339

 June 5, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 Nocera, Inc.

 Amendment No. 1 to Form 10-K for Fiscal Quarter
 Ended December 31, 2024
 Filed May 6, 2025
 Response dated May 6, 2025

 File No. 001-41434

 Dear Ms. Shafique and Mr. Pavot:

 On behalf of Nocera, Inc.
(the "Company," "Nocera," "we," "us," or "our"), this letter responds to comments
provided by the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the
"Commission") provided to the undersigned on May 21, 2025, regarding the Company's Amendment No. 1 to Form 10-K filed
on May 6, 2025 for the fiscal year ended December 31, 2024 (the "10-K").

 For your convenience, the
Staff's comments have been restated below and the Company's responses are set forth immediately under the restated comments.
Unless otherwise indicated, defined terms used herein have the meanings set forth in the 10-K. We have filed Amendment No. 1 to the 10-K
(the "Amendment") with the Commission today.

 Form 10-K/A filed May 6, 2025

 Revenue, page 42

 1. Please expand your disclosure to compare changes in results of operations year-over
year. For example, when discussing annual performance by type of operation, please include similar information for 2023 so that readers
can understand the dollar amount by which sales of each business increased or decreased. Please also discuss the effects of changes in
price or volume on overall results. Refer to Item 303(b)(2) of Regulation S-K.

 Response: Please be advised that we have
amended the disclosure on page 42 of the Amendment No. 1 per the Staff's comment as follows:

 Revenue

 Revenue of the Company for the three months ended
December 31, 2024 was approximately $3,997,039 million compared to approximately $7,467,601 million for the comparable period in 2023.
The revenue decreased by $3,470,562, or 46.4% for the three months ended December 31, 2024. This decrease was primarily attributable to
the downturn in the fish market and volume loss of fish harvest. For the three months ended December 31, 2024, SY Culture and Xinca generated
$27,631 and $40,936, respectively.

 1

 Revenue of the Company for the year ended December
31, 2024 was approximately $17.01 million compared to approximately $23.9 million for the comparable period in 2023. The revenue decreased
by approximately $6.89 million, or 28.3% for the year ended December 31, 2024. The decrease was primarily attributable to the significant
loss of eel fry in prior year which led the delay of harvesting the market-size eel in third quarter. The revenue for the year ended December
31, 2024, was mostly decreased from Meixin catering business and the fish trading business from NTB with the revenue of $4.8 million and
$11.8 million, respectively. For the year ended December 31, 2024, SY Culture and Xinca generated $93,041 and $251,992, respectively.

 ·
 Fish Trading Business : For the year ended December 31, 2024, the fish trading business decreased in volume, but the selling price increased, the volume decreased from 1083 tons to 770 tons for the comparable period in 2023 and 2024. The average selling price of eels increased from $13.79 to $15.31 per kilogram for the comparable period in 2023 and 2024.

 ·
 Catering Business : For the year ended December 31, 2024, the catering business separated into two lines of operations. The bento box business volume decreased from 80,640 to 65,376 boxes with average price decreased from $3.85 to $3.74 per box for the comparable period in 2023 and 2024. The fruit and vegetable processing service and sales volume decreased from 438,310 kilograms to 310,302 kilograms in volume with average prices decreased from $15.85 to $14.47 per kilograms for the comparable period in 2023 and 2024.

 For the year ended December 31, 2024 and 2023,
our foreign currency translation gain was $86,491 and foreign currency translation gain was $4,688 of sales and income, respectively.

 The decrease in revenue from $7.4 million in 2023
to $3.9 million in 2024 is primarily attributed to a downturn in the fish market in Taiwan. Specifically, the significantly low eel fry
catch in 2022 and 2023 has led to a substantial reduction in the availability of market-size eels, impacting overall sales performance.
Also, during the third quarter of 2024, Taiwan experienced a significant number of typhoons and other natural disasters. These adverse
events negatively impacted the fish farming industry, leading to a decline in overall market production. We believe these environmental
factors are critical to understanding the fluctuations in production during the period. To address this challenge and improve revenue,
we are actively developing the cultivation of alternative aquaculture species to diversify our product offerings. Additionally, we are
expanding and strengthening various sales channels to enhance market reach and drive revenue growth.

 Looking ahead, we anticipate that these adverse
factors may continue to impact our operating results in the near term. The limited eel fry catch in previous years is expected to have
residual effects on eel availability in future periods, which may constrain revenue growth. Furthermore, the increased frequency and severity
of natural disasters present an ongoing risk to production stability in the aquaculture industry.

 Operating Expenses, page 43

 2. Please expand your results of operations discussion to fully explain the negative
factors that caused the impairment of goodwill expense recorded for both periods presented. In this regard we note that these impairments
had an approximate 50% impact on your net loss in both periods. Please also expand your disclosure to explain the 33% impact on 2024 net
loss caused by the warrant liability fair value adjustments.

 Response: Please be advised that we have
amended the disclosure on page 43 of the Amendment No. 1 per the Staff's comment as follows:

 Impairment of goodwill

 Goodwill impairment expenses were $1,159,172 for
the three months ended December 31, 2024 compared to $2,250,553 for the comparable period in 2023. For the fiscal years ended December
31, 2024 and 2023, we recognized a $3.4 million and $2.3 million goodwill impairment charge, respectively, which was primarily driven
by a duplicate of the unexpected loss of a major customer and a subsequent reassessment of the financial outlook for our Meixin reporting
unit. Specifically, during 2024, the Meixin unit experienced the early termination of a significant contract with a key customer, which
materially reduced projected future cash flows. In conjunction with continued challenges in customer acquisition, the Company performed
an interim impairment test under ASC 350 using a discounted cash flow model. The analysis concluded that the estimated fair value of the
Meixin unit was below its carrying amount, necessitating a goodwill impairment charge. This non-cash charge was recognized to more accurately
reflect the current valuation of the unit and did not impact the Company's liquidity or cash flows. The impairment charge represents
approximately 48% of our consolidated net loss and reflects the reduced long-term outlook for the segment compared to assumptions used
in prior periods.

 2

 Other income (expense)

 Other income was $690,514 for the year ended December
31, 2024, compared to other expense of $265,266 for the comparable period in 2023. The income for the year ended December 31, 2023 was
mainly due to the waiver of payables.

 During the year ended December 31, 2024, we recorded a non-cash gain
of $797,269 related to the fair value measurement of warrant liabilities in 2024, compared to $305,652 for the comparable period in 2023,
the increase was primarily driven by heightened volatility in the Company's stock price, which significantly impacted the fair value
of outstanding warrant liabilities during the period. These warrants are classified as liabilities pursuant to ASC 815 and are remeasured
at fair value each reporting period, with changes recognized in the consolidated statements of operations.

 The fair value of the warrants is sensitive to
several key inputs, including the Company's stock price, expected volatility, risk-free rate, and remaining life of the instruments.
These fair value adjustments do not affect the Company's cash flows but may cause fluctuations in reported net income or loss in
future periods.

 In connection with the restatement disclosed in
Note 4 to the consolidated financial statements, the Company revised its previously issued financial statements for the year ended December
31, 2023 and the quarters ended March 31, June 30, and September 30, 2024, to correct the accounting treatment for the warrant liabilities.
The restatements resulted in changes to the fair value adjustments recognized in each quarter as follows:

 ·

 Q4 2023: Gain of $305,652

 ·

 Q1 2024: Gain of $197,843

 ·

 Q2 2024: Gain of $360,202

 ·

 Q3 2024: Loss of $29,849

 During the year ended December 31, 2023, we recorded
an income tax expense of $22,703 as compared to income tax expense of $124,070 for the comparable period in 2024.

 Report of Independent Registered
Public Accounting Firm, page F-2

 3. Please note that a consent will need to be filed referencing the Form S-3 No. 333
282749. Also, please disclose a date in Note 25.

 Response: In response to this comment, the Company
advises the Staff that it is not currently eligible to use Form S-3 (Registration Statement No. 333-282749) due to the Company's
untimely filing of its Form 10-K for the fiscal year ended 2024. Accordingly, the Company does not intend to use the registration.

 Note 3. Summary of Significant Accounting Policy,
page F-10

 4. It appears that your catering and fish trading businesses may be reportable segments.
Please review the guidance in ASU 2023-07 and provide the required disclosures.

 Response: Please be advised that we have amended the disclosure
on page 44 and F-19 of the Amendment No. 1 per the Staff's comment as follows:

 3

 Recent Accounting Pronouncements

 In August 2020, the FASB issued Accounting Standards
Update ("ASU") 2020-06, "Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts
in Entity's Own Equity (Subtopic 815-40)" ("ASU 2020-06"), to simplify certain financial instruments. ASU 2020-06
eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments
and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity.
The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled
in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted
method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied
on a full or modified retrospective basis. Early adoption is permitted, but no earlier than fiscal years beginning after December 15,
2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 as of January 15, 2024 (inception). There was
no effect to the Company's presented financial statements.

 In November 2023, the FASB issued ASU 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU is intended to enhance the transparency of segment
disclosures, particularly for investors and analysts, by requiring entities to provide more detailed information about the expenses that
are regularly provided to the Chief Operating Decision Maker (CODM). The Company is currently evaluating the impact of adopting this standard
on its disclosures. Refer to Note 25 Segment reporting for the new disclosures.

 In September 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The FASB is issuing the amendments in this ASU to enhance the transparency
and decision usefulness of income tax disclosures. Investors currently rely on the rate reconciliation table and other disclosures, including
total income taxes paid, to evaluate income tax risks and opportunities. While investors find these disclosures helpful, they suggested
possible enhancements to better (1) understand an entity's exposure to potential changes in jurisdictional tax legislation and the
ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts and capital allocation decisions,
and (3) identify potential opportunities to increase future cash flows. The FASB decided that the amendments should be effective for public
business entities for annual periods beginning after December 15, 2024. The Company adopted ASU 2020-06 as of January 15, 2024 (inception).
There was no effect to the Company's presented financial statements.

 In March 2024, the FASB issued ASU 2024-01, Compensation-Stock
Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This update provides clarity on how to determine whether
profits interest and similar awards should be accounted for under Topic 718. It introduces factors to consider in making that determination
and aims to reduce diversity in practice. ASU 2024-01 is effective for public business entities for annual periods beginning after December
15, 2025. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements.

 In November 2024, the FASB issued ASU 2024-03,
Income Statement-Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. This update aims to improve
the disaggregation of certain income statement expenses to provide more detailed information about the nature of expenses. The amendments
are effective for public business entities for annual periods beginning after December 15, 2025, and interim periods within those annual
periods. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements.

 Management does not believe that any other recently
issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial
statement.

 Segment Reporting

 Effective as of January 1, 2024, the Company adopted
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The Company's Chief Operating Decision
Maker ("CODM") is its Executive Director, Song-Yuan Teng, who is responsible for reviewing the results of operations and allocating
resources across the Company's reportable segments, including Fish Trading and Catering Services. These operating segments reflect
the manner in which the CODM allocates resources and evaluates performance.

 4

 These segments align with how management evaluates
performance and allocates resources. Segment performance is evaluated based on segment revenue and operating profit, which includes direct
costs and segment-specific general and administrative expenses and tax, but excludes corporate overhead and interest.

 The summary of key information by segments for
the years ended December 31, 2024 and 2023 was as follows:

 For year ended December 31, 2024

 Sales of Fish Trading
 Sales of Catering
 Total

 Revenue
 $ 16,574,440
 $ 168,853
 $ 16,743,293

 Cost of revenue
 $ 16,540,745
 $ 114,831
 $ 16,655,576

 Gross profit
 $ 33,695
 $ 54,022
 $ 87,717

 General and administrative expenses
 $ (193,085 )
 $ (257,785 )
 $ (450,870 )

 Segment operating loss

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 21, 2025

Shun-Chih Chuang
Chief Financial Officer
Nocera, Inc.
2030 Powers Ferry Road SE
Suite No. 212
Atlanta, GA 30339

 Re: Nocera, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Response dated May 6, 2025
 File No. 001-41434
Dear Shun-Chih Chuang:

 We have reviewed your filing and have the following comments.

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K filed May 6, 2025
Revenue, page 42

1. Please expand your disclosure to compare changes in results of
operations year-over-
 year. For example, when discussing annual performance by type of
operation, please
 include similar information for 2023 so that readers can understand the
dollar amount
 by which sales of each business increased or decreased. Please also
discuss the effects
 of changes in price or volume on overall results. Refer to Item
303(b)(2) of
 Regulation S-K.
Operating Expenses, page 43

2. Please expand your results of operations discussion to fully explain the
negative
 factors that caused the impairment of goodwill expense recorded for both
periods
 presented. In this regard we note that these impairments had an
approximate 50%
 impact on your net loss in both periods. Please also expand your
disclosure to explain
 the 33% impact on 2024 net loss caused by the warrant liability fair
value
 May 21, 2025
Page 2

 adjustments.
Report of Independent Registered Public Accounting Firm, page F-2

3. Please note that a consent will need to be filed referencing the Form
S-3 No. 333-
 282749. Also, please disclose a date in Note 25.
Note 3. Summary of Significant Accounting Policy, page F-10

4. It appears that your catering and fish trading businesses may be
reportable segments.
 Please review the guidance in ASU 2023-07 and provide the required
disclosures.
Note 8. Prepaid Expenses, and Other Assets, Net, page F-35

5. Given that your other receivables comprise nearly 50% of current assets,
please
 disclose the dates that each of these receivables were originated so
that readers can
 better understand the age of these assets.
 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.

 Please contact Tayyaba Shafique at 202-551-2110 or Al Pavot at
202-551-3738 if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Nocera, Inc.

 2030 Powers Ferry Road SE

 Suite No. 212

 Atlanta, Georgia 30339

 May 6, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 Nocera, Inc.

 Amendment No. 2 to Form 10-Q for Fiscal Quarter
 Ended September 30, 2024
 Filed February 4, 2025
 Response dated February 4, 2025

 File No. 001-41434

 Dear Ms. Shafique and Mr. Pavot:

 On behalf of Nocera, Inc.
(the "Company," "Nocera," "we," "us," or "our"), this letter responds to comments
provided by the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the
"Commission") provided to the undersigned on February 25, 2025, regarding the Company's Amendment No. 2 to Form 10-Q
filed on February 4, 2025 for the fiscal quarter ended September 30, 2024 (the "10-Q").

 For your convenience, the
Staff's comments have been restated below and the Company's responses are set forth immediately under the restated comments.
Unless otherwise indicated, defined terms used herein have the meanings set forth in the 10-Q. The Company has restated its financial
statements for the quarters ended March 31, June 30, and September 30, 2024, in its Annual Report on Form 10-K for the year ended December
31, 2024 (the "Form 10-K"), which addresses the comments raised by the Staff in the comment letter to which this response
relates. We have filed the Form 10-K with the Commission today.

 Form 10-Q/A filed February 4, 2025

 Note 5. Prepaid Expenses and Other
Assets, Net, page 13

 1. Please clarify for us how you determined that this $0.6 million asset is comprised
of "e-commerce live stream receivables for goods and e-commerce sales deposit" given that only $0.2 million of Xinca revenues
were recognized in 2024. Tell us how much of this asset relates to transactions that occurred in 2024 and how much relates to transactions
in 2023 and prior. Clarify how you determined that the entire asset balance is recoverable at September 30, 2024.

 Response: In response to this
comment, the Company advises the Staff that the $0.6 million in other assets consists of $406,973 from Xinca and $176,283 from SY Media.
Both of these amounts represent e-commerce live stream sales deposits. These deposits were made in connection with our participation in
live stream sales events hosted by Xinca and SY Media, both of which are established e-commerce companies specializing in online retail
through live streaming platforms. Additionally, $5,659 relates to transactions from GZ GSI in 2023 and prior. These transactions represent
receivables from fish sales in China, which were conducted as part of our ongoing sales operations. The receivables from Xinca and SY
Media are expected to be collected through their standard payment cycles, as both companies have a history of fulfilling their financial
obligations. Given our established relationships with these e-commerce platforms and their continued operation in the market, we do not
foresee any impairment or collection issues. Furthermore, the nature of the deposits indicates that they are part of ongoing business
activities.

   1

 Note 11. Warrants, page 15

 2. We note your response to prior comment 1 and reissue in part. We understand
 from your letter that the fair value of your warrant liability decreased by $552,173 in 2024. However, the warrant liability balance
 on your September 30, 2024 Balance Sheet does not reflect this decrease so the warrant liability and total liabilities appear to be
 overstated by 70% and 35%, respectively. Further, this unrecognized adjustment appears material to your reported 2024 net loss of
 $1.16 million. Based on the guidance in ASC 815-40-35-4 and ASC 825-10-45-5 it appears that these changes in the fair value of your
 warrant liability should be recognized in earnings in each financial statement period. The guidance in ASC 250-10-50 may be relevant
 as well as the disclosure requirements discussed in Item 4.02 of Form 8-K. Please clarify for us how you considered this issue.

 Response: In response to the
Staff's comment, the Company has revised the calculations of the fair value of warrant liabilities on page F-18 of the Form 10-K.

 Note
9. Other Non-Current Assets, page 15

 3. We understand that this account comprises over 20% of your total equity. Your prior
disclosure characterized the majority of this asset as "prepaid rent expenses pertain to our offices located in Hangzhou, China".
After we highlighted the inconsistency with your Note 12 disclosure, you revised the characterization to disclose that 99% of the balance
is comprised of "advance payments made under contracts with live streamers". However, it is not clear whether those payments
were actually made given the substantial disparity between the $1 million change in the account balance and the corresponding $284,616
cash flow number reported on page 7. Please fully describe the transactions that generated this asset and explain the disparity from the
reported cash flow amount. Explain how you determined that this is an asset instead of an expense.

 Response: In response to the
Staff's comment, the Company advises the Staff that the asset was recognized in connection with contracts entered into with live
streamers, who are expected to generate sales value through various channels, including but not limited to product sales and live stream
rewards. The Company estimates the value of these contracts based on factors such as the live streamers' audience size and engagement
metrics. These amounts have not been disbursed as actual payments. Instead, they have been recorded as assets, with corresponding estimated
payables recognized simultaneously.

 The changes made to the presentation
of certain assets and liabilities reflect a correction of a misclassification error identified during the preparation of the fiscal year-end
financial statements. These items were initially misclassified in the Form 10-Q for the quarter ended March 30, 2024, and the error was
subsequently corrected as part of the restatement presented in the Form 10-K. The correction was made by reversing the previously reported
amounts and reclassifying them to the appropriate line items on page F-18 of the Form 10-K.

 4. Please provide an aging schedule so that we can understand the amounts of
the asset balance that relate to transactions that occurred in 2024, in 2023, and prior. In this regard, it appears from Note 21 that
certain amounts were acquired from Xinca. Given that Xinca only generated $211,056 of 2024 revenue (page 41), please explain how you determined
that the entire balance was recoverable at September 30, 2024. We also note that your October 7, 2024 response letter stated that Xinca
previously only generated $80,798 of annual revenue.

 Response: In response to the
Staff's comment, the Company advises that the changes made to the presentation of certain assets and liabilities reflect a correction
of a misclassification error identified during the preparation of the Form 10-K.

   2

 5. Please clarify for us the amount that you deducted from this asset account in 2024
in connection with the revenue generated by the streamers' services.

 Response: In response to the
Staff's comment, the Company advises the Staff that the changes made to the presentation of certain assets and liabilities reflect
a correction of a misclassification error identified during the preparation of the Form 10-K.

 Results of Operations, page 41

 6. As previously requested, please revise your Results of Operations disclosure to
specifically explain why your revenue for the quarter decreased from $7.3 million in 2023 to $1.4 million in 2024. Please include the
information provided in your letter and disclose how the adverse market factors you identified are expected to impact your future operating
results. See Item 303(c)(2) of Regulation S-K.

 Response: In response to the
Staff's comment, the Company advises the Staff we have revised the disclosure on page 44 of the Form 10-K.

 Please be advised that we have revised
the Results of Operations disclosure on page 44 to read as follows:

 Looking ahead, we anticipate that these
adverse factors may continue to impact our operating results in the near term. The limited eel fry catch in previous years is expected
to have residual effects on eel availability in future periods, which may constrain revenue growth. Furthermore, the increased frequency
and severity of natural disasters present an ongoing risk to production stability in the aquaculture industry.

 Liquidity and Capital Resources,
page 42

 7. We note your response to prior comment 3 and reissue in part. Please quantify
in your filing your expected sources and uses of cash for the next twelve months and the material terms of the financial support letter.
Refer to Regulation S-K 303(b)(1)(ii). Please also revise your related party disclosures and provide the information required by ASC 850-10-50-1.
Please file a copy of the financial support letter received January 25, 2025 as an exhibit to your 10-Q. Refer to Item 601(b)(10) of Regulation
S-K.

 Response: In response to the
Staff's comment, the Company revised the disclosure on page 46 of the Form 10-K.

 Please be advised that we have revised
the Results of Operations disclosure on page 46 to read as follows:

 To date, we have funded our operations through revenues,
loans from our officers, and the issuance of equity securities. On January 25, 2025, we obtained a financial support letter from Ms. Min-Huay
Cheng Lu, the estate of Mr. Yin-Chieh Cheng, our former President, Chief Executive Officer, Chairman of the Board and principal stockholder.

 The Company anticipates that its primary source of liquidity
over the next twelve months will be capital raised through financing activities. We currently expect to raise approximately $40 million
through a combination of equity issuance, a leveraged buyout transaction, and debt financing. These funds are intended to support our
capital-intensive strategic initiatives, including business combinations and acquisitions aligned with our long-term growth strategy.

 On the cash outflow side, we expect to utilize approximately
$5.9 million to support operating activities over the next twelve months. This includes an estimated $5.0 million allocated to operating
costs related to our fish business, $0.7 million for general and administrative expenses, and $0.2 million for marketing and promotional
efforts associated with our e-commerce platform. In addition to operating needs, we plan to allocate approximately $30 million toward
capital expenditures, primarily for business combination and acquisition transactions. These planned investments are considered critical
to the Company's growth objectives and are expected to be financed through the aforementioned capital raising efforts.

 Management believes that the anticipated
financing arrangements will provide sufficient liquidity to meet our obligations as they come due and to fund the Company's ongoing
and planned strategic initiatives over the next twelve months.

   3

 We appreciate the opportunity
to respond to your comments. If you have further comments or questions, we stand ready to respond as quickly as possible. If you wish
to contact us directly you can reach us via Ross D. Carmel, Esq. of Sichenzia Ross Ference Carmel LLP at 646-838-1310.

 Sincerely,

 Nocera, Inc.

 By:
 /s/ Andy Ching-An Jin

 Chief Executive Officer

 cc: Ross D. Carmel, Esq.

 Sichenzia Ross Ference Carmel LLP

   4

February 25, 2025
Shun-Chih Chuang
Chief Financial Officer
Nocera, Inc.
2030 Powers Ferry Road SE
Suite No. 212
Atlanta, Georgia 30339
Re:Nocera, Inc.
Amendment No. 2 to Form 10-Q for Fiscal Quarter Ended September 30, 2024
Filed February 4, 2025
Response dated February 4, 2025
File No. 001-41434
Dear Shun-Chih Chuang:
            We have reviewed your filing and have the following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q/A filed February 4, 2025
Note 5. Prepaid Expenses and Other Assets, Net, page 13
1.Please clarify for us how you determined that this $0.6 million asset is comprised of
"e-commerce live stream receivables for goods and e-commerce sales deposit" given
that only $0.2 million of Xinca revenues were recognized in 2024. Tell us how much
of this asset relates to transactions that occurred in 2024 and how much relates to
transactions in 2023 and prior. Clarify how you determined that the entire asset
balance is recoverable at September 30, 2024.
Note 11. Warrants, page 15
We note your response to prior comment 1 and reissue in part. We understand from
your letter that the fair value of your warrant liability decreased by $552,173 in 2024.
However, the warrant liability balance on your September 30, 2024 Balance Sheet
does not reflect this decrease so the warrant liability and total liabilities appear to 2.

February 25, 2025
Page 2
be overstated by 70% and 35%, respectively. Further, this unrecognized
adjustment appears material to your reported 2024 net loss of $1.16 million. Based
on the guidance in ASC 815-40-35-4 and ASC 825-10-45-5 it appears that
these changes in the fair value of your warrant liability should be recognized in
earnings in each financial statement period. The guidance in ASC 250-10-50 may be
relevant as well as the disclosure requirements discussed in Item 4.02 of Form 8-
K. Please clarify for us how you considered this issue.
Note 9. Other Non-Current Assets, page 15
3.We understand that this account comprises over 20% of your total equity. Your prior
disclosure characterized the majority of this asset as "prepaid rent expenses pertain to
our offices located in Hangzhou, China". After we highlighted the inconsistency with
your Note 12 disclosure, you revised the characterization to disclose that 99% of the
balance is comprised of  "advance payments made under contracts with live
streamers". However, it is not clear whether those payments were actually made given
the substantial disparity between the $1 million change in the account balance and the
corresponding $284,616 cash flow number reported on page 7. Please fully describe
the transactions that generated this asset and explain the disparity from the reported
cash flow amount. Explain how you determined that this is an asset instead of an
expense.
4.Please provide an aging schedule so that we can understand the amounts of the asset
balance that relate to transactions that ocurred in 2024, in 2023, and prior. In this
regard, it appears from Note 21 that certain amounts were acquired from Xinca. Given
that Xinca only generated $211,056 of 2024 revenue (page 41), please explain how
you determined that the entire balance was recoverable at September 30, 2024. We
also note that your October 7, 2024 response letter stated that Xinca previously only
generated $80,798 of annual revenue.
5.Please clarify for us the amount that you deducted from this asset account in 2024 in
connection with the revenue generated by the streamers’ services.
Results of Operations, page 41
6.As previously requested, please revise your Results of Operations disclosure to
specifically explain why your revenue for the quarter decreased from $7.3 million in
2023 to $1.4 million in 2024. Please include the information provided in your letter
and disclose how the adverse market factors you identified are expected to impact
your future operating results. See Item 303(c)(2) of Regulation S-K.
Liquidity and Capital Resources, page 42
7.We note your response to prior comment 3 and reissue in part. Please quantify in your
filing your expected sources and uses of cash for the next twelve months and the
material terms of the financial support letter. Refer to Regulation S-K 303(b)(1)(ii).
Please also revise your related party disclosures and provide the information required
by ASC 850-10-50-1. Please file a copy of the financial support letter received
January 25, 2025 as an exhibit to your 10-Q. Refer to Item 601(b)(10) of Regulation
S-K.

February 25, 2025
Page 3
            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.
            Please contact Tayyaba Shafique at 202-551-2110 or Al Pavot at 202-551-3738 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Augustin at 202-551-8483 or Margaret Sawicki at 202-551-7153 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

Nocera, Inc.

2030 Powers Ferry Road SE

Suite No. 212

Atlanta, Georgia 30339

February 4, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, NE

Washington, D.C. 20549

    Re:
    Nocera, Inc.

    Amendment No. 1 to Form 10-Q for Fiscal Quarter
    Ended September 30, 2024

    Filed December 16, 2024

    Response dated December 16, 2024

    File No. 001-41434

Dear Ms. Shafique and Mr. Pavot:

On behalf of Nocera, Inc.
(the “Company,” “Nocera,” “we,” “us,” or “our”), this letter responds to comments
provided by the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) provided to the undersigned on January 6, 2025, regarding the Company’s Amendment No. 1 to Form 10-Q filed
on December 16, 2024 for the fiscal quarter ended September 30, 2024 (the “10-Q”).

For your convenience, the
Staff’s comments have been restated below and the Company’s responses are set forth immediately under the restated comments.
Unless otherwise indicated, defined terms used herein have the meanings set forth in the 10-Q. We have filed Amendment No. 2 to the 10-Q
(the “Amendment”) with the Commission today.

Form 10-Q/A filed December
16, 2024 Note 11. Warrants, page 15

1. We note your response to prior comment 6 and reissue in part. We understand from
your response that you do not recognize fair value adjustments when the exercise price of the warrants exceeds your stock price. However,
this appears inconsistent with your disclosure in Note 12 to your December 31, 2023 financial statements that your "warrants liability
[is] measured at fair value on a recurring basis using Level 3 inputs". Based on the guidance in ASC 815-40-35-4 it appears that
all changes in the fair value of your warrant liability should be recognized in earnings in each financial statement period. Please tell
us what the change in the fair value of your warrant liability was during 2023 and during the first three quarters of 2024 so that we
can understand the impact on your financial statements. Please also provide us with the material fair value assumptions used in your fair
value calculations.

February 4, 2025

Page 2

Response: In response to this
comment, the Company advises the Staff that all changes in the fair value of its warrant liability, as required under ASC 815-40-35-4,
have been appropriately adjusted in additional paid-in capital.

Regarding the change in the fair value of our
warrant liability, the adjustment for the year ended December 31, 2023 and first three quarters of 2024:

    December 31, 2022

    warrant
    units
    warrant value
    warrant liability FV

    Class C
      128,000
      1.71
      218,880

    Class D
      128,000
      0.73
      93,440

    IPO investor
      1,880,000
      0.40
      754,303

    Underwriter
      282,000
      0.40
      113,145

      1,179,769

    December 31, 2023

    warrant
      units
      warrant value
      warrant liability FV

    Class C
      128,000
      0.05
      6,591

    Class D
      128,000
      0.00
      270

    IPO investor
      1,880,000
      0.40
      752,307

    Underwriter
      282,000
      0.49
      136,897

      896,066

    September 30, 2024

    warrant
      units
      warrant value
      warrant liability FV

    Class C
      128,000
      0.00
      1

    Class D
      128,000
      0.00
      0

    IPO investor
      1,880,000
      0.16
      297,650

    Underwriter
      282,000
      0.16
      46,243

      343,893

The fair value is calculated using the Black-Scholes option
pricing model under the following assumptions:

- Dividend yield was estimated at our current dividend rate.

- The risk-free interest rate was estimated using the interest rate for a treasury note corresponding
to the expected term at the valuation date.

- The expected term is calculated between the valuation date and the maturity date.

- Volatility is calculated using the median adjusted volatility of the comparable companies for the time
period between the valuation date and the maturity date.

February 4, 2025

Page 3

Note 9. Other Non-current Assets,
page 15

2. We note your response to prior comment 5 and updated disclosures in Note 9. Please
clarify if the prepaid rents cover monthly rents from the January 31, 2024 to January 31, 2025 period as stated, or a different period.
If the prepaid rent does cover said months, please explain why the prepayment has only been presented as of the September 30, 2024 balance
sheet date and not prior to that. Please also revise Note 12 to disclose material terms of this lease, which currently presents an expiration
date “between 2023 and 2024”.

Response: In response
to this comment, the Company advises the Staff that the prepaid rent covers the period from January 31, 2024, to December 31, 2024, as
stated. The prepayment was recorded as of September 30, 2024, because it was paid during the third quarter of 2024 and, therefore, was
not applicable to prior balance sheet dates.

Please be advised that the
Company acknowledge that there was an error in the classification of prepaid rent expenses. Upon review, the company reclassified the
prepaid rent expenses to deferred expenses to more accurately reflect their nature. The Company has amended the disclosure in Note 9 as
follows:

The prepaid rent expenses
are leases, rent, equipment, and fees and deferred expenses include e-commerce live streamer contracts’ service expenses.

The prepaid rent expenses
pertain to our offices located in Hangzhou, China, which serve our e-commerce business operations. The expense covers monthly rent totaling
$531 and annual property fees of $478, for the period from January 31, 2024 to September 30, 2024. The facilities include live-streaming
offices and a warehouse utilized for product sales that support our product sales activities.

The deferred expenses refer
to advance payments made under contracts with live streamers. These expenses are subsequently deducted from the revenue generated by the
streamers’ services.

Results of Operations, page 41

3. We note your response to prior comment 7 and updated disclosures in Results of
Operations and Liquidity and Capital Resources. We reissue asking you to revise your Results of Operations disclosure to include discussion
on why your revenue for the quarter decreased from $7.3 million in 2023 to $1.4 million in 2024, as previously requested. Please also
explain your updated statement in Liquidity and Capital Resources, that while identifying a number of issues, "... management has
concluded there is no substantial doubt about the Company’s ability to continue as a going concern."

Response: In
response to this comment, the Company advises the Staff that the decrease in revenue from $7.3 million in the third quarter of 2023 to
$1.4 million in the same period of 2024 was primarily due to a downturn in the fish market in Taiwan. Specifically, the significantly
low eel fry catch in 2022 and 2023 has led to a substantial reduction in the availability of market-size eels, impacting overall sales
performance. Also, during Q3, Taiwan experienced a significant number of typhoons and other natural disasters. These adverse events negatively
impacted the fish farming industry, leading to a decline in overall market production. We believe these environmental factors are critical
to understanding the fluctuations in production during the period. To address this challenge and improve revenue, we are actively developing
the cultivation of alternative aquaculture species to diversify our product offerings. Additionally, we are expanding and strengthening
various sales channels to enhance market reach and drive revenue growth. The Company will revise its Results of Operations disclosure
to include a detailed explanation of this decrease in future filings. Regarding the updated statement in Liquidity and Capital Resources,
the conclusion that there is no substantial doubt about the Company’s ability to continue as a going concern is based on us receiving
a financial support letter from our shareholder, which strengthens our financial position.

We appreciate the opportunity
to respond to your comments. If you have further comments or questions, we stand ready to respond as quickly as possible. If you wish
to contact us directly you can reach us via Ross D. Carmel, Esq. of Sichenzia Ross Ference Carmel LLP at 646-838-1310.

    Sincerely,

    Nocera, Inc.

    By:
    /s/ Andy Ching-An Jin

    Chief Executive Officer

cc: Ross D. Carmel, Esq.

Sichenzia Ross Ference Carmel LLP

January 6, 2025
Shun-Chih Chuang
Chief Financial Officer
Nocera, Inc.
2030 Powers Ferry Road SE
Suite No. 212
Atlanta, Georgia 30339
Re:Nocera, Inc.
Amendment No. 1 to Form 10-Q for Fiscal Quarter Ended September 30, 2024
Filed December 16, 2024
Response dated December 16, 2024
File No. 001-41434
Dear Shun-Chih Chuang:
            We have reviewed your filing and have the following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q/A filed December 16, 2024
Note 11. Warrants, page 15
1.We note your response to prior comment 6 and reissue in part. We understand from
your response that you do not recognize fair value adjustments when the exercise
price of the warrants exceeds your stock price. However, this appears inconsistent
with your disclosure in Note 12 to your December 31, 2023 financial statements that
your "warrants liability [is] measured at fair value on a recurring basis using Level 3
inputs". Based on the guidance in ASC 815-40-35-4 it appears that all changes in the
fair value of your warrant liability should be recognized in earnings in each financial
statement period. Please tell us what the change in the fair value of your warrant
liability was during 2023 and during the first three quarters of 2024 so that we can
understand the impact on your financial statements. Please also provide us with the
material fair value assumptions used in your fair value calculations.
Note 9. Other Non-current Assets, page 15

January 6, 2025
Page 2
2.We note your response to prior comment 5 and updated disclosures in Note 9. Please
clarify if the prepaid rents cover monthly rents from the January 31, 2024 to January
31, 2025 period as stated, or a different period. If the prepaid rent does cover said
months, please explain why the prepayment has only been presented as of the
September 30, 2024 balance sheet date and not prior to that. Please also revise Note
12 to disclose material terms of this lease, which currently presents an expiration date
“between 2023 and 2024”.
Results of Operations, page 41
3.We note your response to prior comment 7 and updated disclosures in Results of
Operations and Liquidity and Capital Resources. We reissue asking you to revise your
Results of Operations disclosure to include discussion on why your revenue for the
quarter decreased from $7.3 million in 2023 to $1.4 million in 2024, as previously
requested. Please also explain your updated statement in Liquidity and Capital
Resources, that while identifying a number of issues, "... management has concluded
there is no substantial doubt about the Company’s ability to continue as a going
concern."
            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.
            Please contact Tayyaba Shafique at 202-551-2110 or Al Pavot at 202-551-3738 if you
have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Richie at 202-551-7857 or Margaret Sawicki at 202-551-7153 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

Nocera, Inc.

2030 Powers Ferry Road SE

Suite No. 212

Atlanta, Georgia 30339

December 16, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, NE

Washington, D.C. 20549

    Re:
    Nocera, Inc.

    Form 10-Q for Fiscal Quarter Ended September
    30, 2024

    Filed November 14, 2024

    File No. 001-41434

Dear Ms. Shafique and Mr. Pavot:

On behalf of Nocera, Inc.
(the “Company,” “Nocera,” “we,” “us,” or “our”), this letter responds to comments
provided by the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) provided to the undersigned on December 4, 2024, regarding the Company’s Form 10-Q for the fiscal quarter
ended September 30, 2024 (the “10-Q”).

For your convenience, the
Staff’s comments have been restated below and the Company’s responses are set forth immediately under the restated comments.
Unless otherwise indicated, defined terms used herein have the meanings set forth in the 10-Q. We have filed Amendment No. 1 to the 10-Q
(the “Amendment”) with the Commission today.

Form 10-Q filed November 14, 2024 Statements of
Cash Flows, page 6

 1. It appears that the cash acquired in business combinations should be classified
as investing activities instead of as financing activities. See ASC 230-10-20.

Response: In response to this comment,
the Company advises the Staff that the cash flows associated with cash acquired in business combinations have been reclassified as investing
activities in accordance with ASC 230-10-20.

Note 1. Principal Activities and Organization
The VIE Agreements with Xinca, page 9

 2. Regarding the January 31, 2024 Xinca acquisition, please include a footnote containing
the business combination disclosures required by ASC 805-10-50 and ASC 805-20-50-1(c). Explain why no significant purchase price appears
to have been allocated to identified intangible assets. Based on the disclosure in Note 8, it appears that Xinca comprises 20% of your
total assets.

Response: In response to this comment, the Company advises the
Staff that the footnotes to the financial statements have been updated to include the business combination disclosures required by ASC
805-10-50 and ASC 805-20-50-1(c). Xinca and SY Culture operate in the e-commerce industry, which is characterized by relatively high variability
compared to other sectors due to rapid technological advancements, evolving consumer preferences, and competitive dynamics. These factors
presented significant challenges in assigning a precise valuation to specific intangible assets within these acquisitions. Furthermore,
the acquisition premium for both transactions was limited, which supported the decision to allocate the relevant portion of the purchase
price to goodwill. This treatment more accurately reflects the nature of the transactions and the expected future benefits, which are
tied to synergies and strategic opportunities rather than identifiable intangible assets. Additionally, as disclosed in Note 8, Xinca’s
assets amount to $1,351,703, which represents approximately 19.1% of the Company’s total assets as of the reporting date.

 3. Your response to prior comment 5 does not explain how $379,525 of trade receivables were acquired in the
Xinca acquisition when Xinca only generated $80,798 of annual revenue. Please clarify. See also the relevant guidance in ASC 805-20-50-1(b).

Response: In response to this comment,
the Company advises the Staff that Note 21 has been updated to provide additional clarification regarding the $379,525 of trade receivables
acquired in the Xinca acquisition.

 4. Regarding the April 14, 2024 SY Culture acquisition, please include a footnote
containing the business combination disclosures required by ASC 805-10-50 and ASC 805-20-50-1(c). Based on the disclosure in Notes 5,
8 and 9 it appears that SY Culture comprises over 25% of your total assets.

Response: In response to this comment,
the Company advises the Staff that the footnotes to the financial statements have been updated to include the business combination disclosures
required by ASC 805-10-50 and ASC 805-20-50-1(c) with respect to the April 14, 2024 acquisition of SY Culture. The Company further clarifies
that, as disclosed in Notes 5, 8, and 9, SY Culture’s assets amount to $403,697, which represents approximately 5.7% of the Company’s
total assets as of the reporting date.

Note 9. Other Non-current Assets, page 14

 5. Please expand your disclosure to fully describe the transaction that generated the prepaid rent asset.
Quantify the number of months of rent that was prepaid and explain the business purpose for this transaction in light of your adverse
liquidity position. Reconcile your disclosure with the Note 12 statement that your leases expire in 2024.

Response: In response to this comment, the Company advises the
Staff that Note 9 has been updated to provide additional details regarding the transaction that generated the prepaid rent asset.

Note 11. Warrants, page 14

 6. We note that the warrant liability comprises 49% of your total liabilities. Please
revise your filing to disclose the accounting guidance that you are using in the valuation of this liability. In this regard, it is not
clear why there have been no fair value adjustments since December 31, 2022.

Response: In response to this comment,
the Company advises the Staff that the lack of fair value adjustments since December 31, 2022, is due to the fact that when the warrants
were initially issued, the exercise price of the warrants was below the stock price, resulting in the recognition of a liability. However,
from December 31, 2022, to September 30, 2024, the exercise price of the warrants has consistently been higher than the stock price. In
consultation with our prior auditors, it was determined that reclassifying the liability as a gain during this period would not be appropriate.
Therefore, no fair value adjustments have been made to the warrant liability during this timeframe.

Results of Operations, page 39

 7. As previously requested, please ensure that you quantify the impact of both price
and volume fluctuations on your fish trading and catering business revenues. Quantify the revenue generated by each business activity
for all periods presented. Quantify the impact of your 2024 Xinca and Sy Media acquisitions on your revenues and operating results. Clearly
explain why your revenue for the quarter decreased from $7.3 million in 2023 to $1.4 million in 2024. Explain your page 41 statement that
“there is no substantial doubt as to our ability to continue as a going concern” given the factors identified in the prior
staff comment. Please read Item 303 of Regulation S-K.

      2

 Response: In response to this comment, the Company advises the Staff that the 10-Q has been updated to address the Staff’s observations.

We appreciate the opportunity
to respond to your comments. If you have further comments or questions, we stand ready to respond as quickly as possible. If you wish
to contact us directly you can reach us via Ross D. Carmel, Esq. of Sichenzia Ross Ference Carmel LLP at 646-838-1310.

    Sincerely,

    Nocera, Inc.

    By:
    /s/ Andy Ching-An Jin

    Chief Executive Officer

cc: Ross D. Carmel, Esq.

Sichenzia Ross Ference Carmel LLP

      3

December 4, 2024
Shun-Chih Chuang
Chief Financial Officer
Nocera, Inc.
2030 Powers Ferry Road SE
Suite No. 212
Atlanta, Georgia 30339
Re:Nocera, Inc.
Form 10-K/A for Fiscal Year Ended December 31, 2023
Response dated November 20, 2024
Form 10-Q for Fiscal Quarter Ended September 30, 2024
Filed November 14, 2024
File No. 001-41434
Dear Shun-Chih Chuang:
            We have reviewed your filings and have the following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q filed November 14, 2024
Statements of Cash Flows, page 6
1.It appears that the cash acquired in business combinations should be classified as
investing activities instead of as financing activities. See ASC 230-10-20.
Note 1. Principal Activities and Organization
The VIE Agreements with Xinca, page 9
2.Regarding the January 31, 2024 Xinca acquisition, please include a footnote
containing the business combination disclosures required by ASC 805-10-50 and ASC
805-20-50-1(c). Explain why no significant purchase price appears to have been
allocated to identified intangible assets. Based on the disclosure in Note 8, it appears
that Xinca comprises 20% of your total assets.
Your response to prior comment 5 does not explain how $379,525 of trade receivables 3.

December 4, 2024
Page 2
were acquired in the Xinca acquisition when Xinca only generated $80,798 of annual
revenue. Please clarify. See also the relevant guidance in ASC 805-20-50-1(b).
4.Regarding the April 14, 2024 SY Culture acquisition, please include a footnote
containing the business combination disclosures required by ASC 805-10-50 and ASC
805-20-50-1(c). Based on the disclosure in Notes 5, 8 and 9 it appears that SY Culture
comprises over 25% of your total assets.
Note 9. Other Non-current Assets, page 14
5.Please expand your disclosure to fully describe the transaction that generated the
prepaid rent asset. Quantify the number of months of rent that was prepaid and
explain the business purpose for this transaction in light of your adverse liquidity
position. Reconcile your disclosure with the Note 12 statement that your leases expire
in 2024.
Note 11. Warrants, page 14
6.We note that the warrant liability comprises 49% of your total liabilities. Please revise
your filing to disclose the accounting guidance that you are using in the valuation of
this liability. In this regard, it is not clear why there have been no fair value
adjustments since December 31, 2022.
Results of Operations, page 39
7.As previously requested, please ensure that you quantify the impact of both price and
volume fluctuations on your fish trading and catering business revenues. Quantify the
revenue generated by each business activity for all periods presented. Quantify the
impact of your 2024 Xinca and Sy Media acquisitions on your revenues and operating
results. Clearly explain why your revenue for the quarter decreased from $7.3 million
in 2023 to $1.4 million in 2024. Explain your page 41 statement that "there is no
substantial doubt as to our ability to continue as a going concern" given the factors
identified in the prior staff comment. Please read Item 303 of Regulation S-K.
            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.
            Please contact Tayyaba Shafique at 202-706-8224 or Al Pavot at 202-551-3738 if you
have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Richie at 202-551-7857 or Margaret Sawicki at 202-551-7153 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

Nocera, Inc.

2030 Powers Ferry Road SE

Suite No. 212

Atlanta, Georgia 30339

November 20, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, NE

Washington, D.C. 20549

    Re:
    Nocera, Inc.

    Form 10-K/A for Fiscal Year Ended December 31,
    2023

    Filed October 7, 2024

    File No. 001-41434

Dear Ms. Shafique and Mr. Pavot:

On behalf of Nocera, Inc. (the
“Company,” “Nocera,” “we,” “us,” or “our”), this letter responds to comments
provided by the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) provided to the undersigned on October 25, 2024, regarding the Company’s Form 10-K/A for the fiscal year
ended December 31, 2023 (the “10-K”).

For your convenience, the Staff’s
comments have been restated below and the Company’s responses are set forth immediately under the restated comments. Unless otherwise
indicated, defined terms used herein have the meanings set forth in the 10-K. We have filed Amendment No. 2 to the 10-K (the “Amendment”)
with the Commission today.

Amendment No. 2 to Form 10-K filed October 7, 2024

Form 10-K/A filed October 7, 2024

Comparison of Results of Operations for the years
ended December 31, 2023 and December 31, 2022, page 43

 1. We note your revised disclosure in response to our prior comment 1 as it relates
to your results of operations. We reissue in part asking you to quantify your revenue discussion of your catering business with price
and volume elements so that it is clear whether price changes materially impacted the change in catering revenue. We also note your updated
discussion still does not disclose the facts and circumstances that precipitated the goodwill impairment charge which comprised 50% of
your net loss. Also, please revise your explanation of the Net loss attributable to Nocera variance so that the 2023 loss is identified
as $4.3 million instead of $2 million. Further, please explain the impact of volume and price changes on your June 30, 2024 revenue variances
as previously requested.

Response: In response to this comment,
the Company advises the Staff that we have revised our 10-K and 10-Q/A disclosures to quantify the impact of price and volume changes
on catering revenue, explain the goodwill impairment charge comprising 50% of the net loss, correct the 2023 net loss attributable to
Nocera to $4.3 million, and address revenue variances for June 30, 2024. We believe these updates resolve the Staff’s concerns.

      1

Liquidity and Capital Resources; Going Concern, page
44

 2. We note the revisions made in response to our prior comment 2. However, your June
30, 2024 Form 10-Q/A continues to identify the lapsed financial support letter as a source of liquidity. It is also not clear why you
state on page 40 of the Form 10-Q/A that "there is no substantial doubt as to our ability to continue as a going concern" given
the potential delisting, the prominent disclosure in your Form 10-K regarding substantial doubt of your ability to continue as a going
concern, the excess of current liabilities over current assets, and the substantial excess of your operating cash flow deficits over your
cash balance. Please revise.

    Response: In response to this comment,
the Company advises the Staff that we have revised the June 30, 2024 Form 10-Q/A to remove references to the lapsed financial support
letter as a source of liquidity. Additionally, we have updated the disclosures to clarify our assessment regarding going concern. These
revisions align our disclosures with the current financial conditions and address the Staff’s concerns.

Report of Independent Registered Public Accounting
Firm Opinion on the Financial Statements, page F-2

 3. We note your response to our prior comment 5 as it relates to the withdrawal of
Centurion ZD CPA & Co. as your independent auditor. We further note you filed Form 8-K with Item 4.01 on October 16, 2024 stating
Enrome LLP has been appointed as the Company’s independent registered public accounting firm. Please clarify if Enrome LLP is registered
with the PCAOB.

    Response: In response to this comment,
the Company advises the Staff that Enrome LLP is registered with the PCAOB.

Note 12 - Warrants, page F-21

 4. We note your response to our prior comment 8 and the amended warrant activity disclosures
within the 10-Q for the period ending June 30, 2024, which reflect beginning balances from the 10-K for the period ending December 31,
2023. However, the warrant liability reconciliation of fair value continues to differ between the 10-K and the 10-Q. Please revise.

    Response: In response to this comment,
the Company advises the Staff that the 10-Q for the period ending June 30, 2024 has been revised to ensure consistency between the warrant
liability reconciliation of fair value in the 10-K for the period ending December 31, 2023, and the 10-Q for the period ending June 30,
2024. These updates correct the discrepancies previously noted and align the disclosures between the filings.

Note 24 - Subsequent Event, page F-33

 5. We note your response to our prior comment 9. In the asset test performed for
the Xinca acquisition, please clarify how you determined Nocera’s asset balance to be used in the calculation should be $7.6 million
when the December 31, 2023 10-K reflects $5.0 million. Also, please explain why you report that Xinca's annual revenue was only $80,798
whereas the June 30, 2024 Form 10-Q states that $379,525 of trade receivables were acquired in the acquisition.

    Response: In response to this comment,
the Company advises the Staff that during the significance test, the Company’s assets were valued at $7.6 million before a goodwill
impairment reduced it by approximately $2 million. Xinca’s revenue of only $80,798 is primarily due to its status as an early-stage
e-commerce company. When the Company initiated the acquisition, Xinca had only been operational for a few months. The $379,525 in trade
receivables represents sales from live-stream e-commerce transactions.

      2

General

 6. We note in your response that the Company’s management, including the Chief
Executive Officer, is based primarily in Taiwan, Canada and the United States. Where and if appropriate, and to the extent that
one or more of your officers and/or directors are located in China or Hong Kong, please identify each officer and/or director located
in China or Hong Kong and create a separate Enforceability of Civil Liabilities section for the discussion of the enforcement risks related
to civil liabilities due to your officers and directors being located in China or Hong Kong. In particular, revise to discuss the limitations
on investors being able to effect service of process and enforce civil liabilities in China, lack of reciprocity and treaties, and cost
and time constraints. Also, please disclose these risks in a separate risk factor, which should contain disclosures consistent with the
separate section, and include the risk in your summary risk factor disclosure.

    Response: In response to
this comment, the Company advises the Staff that none of the Company’s officers or directors are located in China or Hong Kong.

We appreciate the opportunity
to respond to your comments. If you have further comments or questions, we stand ready to respond as quickly as possible. If you wish
to contact us directly you can reach us via Ross D. Carmel, Esq. of Sichenzia Ross Ference Carmel LLP at 646-838-1310.

    Sincerely,

    Nocera, Inc.

    By:
    /s/ Andy Ching-An Jin

    Chief Executive Officer

cc: Ross D. Carmel, Esq.

Sichenzia Ross Ference Carmel LLP

      3

October 25, 2024
Shun-Chih Chuang
Chief Financial Officer
Nocera, Inc.
2030 Powers Ferry Road SE
Suite No. 212
Atlanta, Georgia 30339
Re:Nocera, Inc.
Form 10-K/A for Fiscal Year Ended December 31, 2023
Filed October 7, 2024
File No. 001-41434
Dear Shun-Chih Chuang:
            We have reviewed your October 7, 2024 response to our comment letter and amended
10-K filing for the period ending December 31, 2023 and have the following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K/A filed October 7, 2024
Comparison of Results of Operations for the years ended December 31, 2023 and December
31, 2022, page 43
1.We note your revised disclosure in response to our prior comment 1 as it relates to
your results of operations. We reissue in part asking you to quantify your revenue
discussion of your catering business with price and volume elements so that it is clear
whether price changes materially impacted the change in catering revenue. We also
note your updated discussion still does not disclose the facts and circumstances that
precipitated the goodwill impairment charge which comprised 50% of your net loss.
Also, please revise your explanation of the Net loss attributable to Nocera variance so
that the 2023 loss is identified as $4.3 million instead of $2 million. Further, please
explain the impact of volume and price changes on your June 30, 2024 revenue
variances as previously requested.
Liquidity and Capital Resources; Going Concern, page 44

October 25, 2024
Page 2
2.We note the revisions made in response to our prior comment 2. However, your June
30, 2024 Form 10-Q/A continues to identify the lapsed financial support letter as a
source of liquidity. It is also not clear why you state on page 40 of the Form 10-Q/A
that "there is no substantial doubt as to our ability to continue as a going concern"
given the potential delisting, the prominent disclosure in your Form 10-K regarding
substantial doubt of your ability to continue as a going concern, the excess of current
liabilities over current assets, and the substantial excess of your operating cash flow
deficits over your cash balance. Please revise.
Report of Independent Registered Public Accounting Firm Opinion on the Financial
Statements, page F-2
3.We note your response to our prior comment 5 as it relates to the withdrawal of
Centurion ZD CPA & Co. as your independent auditor. We further note you filed
Form 8-K with Item 4.01 on October 16, 2024 stating Enmore LLP has been
appointed as the Company’s independent registered public accounting firm. Please
clarify if Enmore LLP is registered with the PCAOB.
Note 12 - Warrants, page F-21
4.We note your response to our prior comment 8 and the amended warrant activity
disclosures within the 10-Q for the period ending June 30, 2024, which reflect
beginning balances from the 10-K for the period ending December 31, 2023.
However, the warrant liability reconciliation of fair value continues to differ between
the 10-K and the 10-Q. Please revise.
Note 24 - Subsequent Event, page F-33
5.We note your response to our prior comment 9.  In the asset test performed for the
Xinca acquisition, please clarify how you determined Nocera’s asset balance to be
used in the calculation should be $7.6 million when the December 31, 2023 10-K
reflects $5.0 million. Also, please explain why you report that Xinca's annual revenue
was only $80,798 whereas the June 30, 2024 Form 10-Q states that $379,525 of trade
receivables were acquired in the acquisition.
General
6.We note in your response that the Company’s management, including the Chief
Executive Officer, is based primarily  in Taiwan, Canada and the United States. Where
and if appropriate, and to the extent that one or more of your officers and/or directors
are located in China or Hong Kong, please identify each officer and/or director
located in China or Hong Kong and create a separate Enforceability of Civil
Liabilities section for the discussion of the enforcement risks related to civil liabilities
due to your officers and directors being located in China or Hong Kong. In particular,
revise to discuss the limitations on investors being able to effect service of process
and enforce civil liabilities in China, lack of reciprocity and treaties, and cost and time
constraints. Also, please disclose these risks in a separate risk factor, which should
contain disclosures consistent with the separate section, and include the risk in your
summary risk factor disclosure.

October 25, 2024
Page 3
            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.
            Please contact Tayyaba Shafique at 202-706-8224 or Al Pavot at 202-551-3738 if you
have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Richie at 202-551-7857 or Margaret Sawicki at 202-551-7153 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Andy Jin

CORRESP
1
filename1.htm

Nocera, Inc.

2030 Powers Ferry Road SE

Suite No. 212

Atlanta, Georgia 30339

October 7, 2024

VIA EDGAR

Tayyaba Shafique

Al Pavot

Office of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Nocera, Inc.

    Form 10-K for Fiscal Year Ended December 31,
    2023

    Filed April 1, 2024

    File No. 001-41434

Dear Ms. Shafique and Ms. Pavot:

On behalf of Nocera, Inc.
(the “Company,” “we,” “us,” or “our”), this letter responds to comments provided by the
staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
provided to the undersigned on August 27, 2024, regarding the Company’s Form 10-K for the fiscal year ended December 31, 2023 (the
“10-K”).

For your convenience, the
Staff’s comments have been restated below and the Company’s responses are set forth immediately under the restated comments.
Unless otherwise indicated, defined terms used herein have the meanings set forth in the 10-K. We have filed Amendment No. 1 to the 10-K
(the “Amendment”) with the Commission today.

Amendment No. 1 to Form 10-K filed April 1,
2024

Form 10-K for Fiscal Year Ended December 31, 2023

Comparison of Results of Operations for the years
ended December 31, 2023 and December 31, 2022, page 43

 1. Please provide a more informative discussion and analysis of results of operations for the periods presented.
In doing so, explain the underlying reasons and implications of material changes between periods to provide investors with an understanding
of trends and variability in cash flows. Ensure that your disclosures are not merely a recitation of changes evident from the financial
statements. Specifically, please:

 • explain price versus volume variances when discussing changes in revenue;

 • explain why management states that catering business revenue decreased even though it actually increased
from $1.6 million in 2022 to $8.9 million in 2023;

 • explain why management is attributing the variance in general and administrative expenses to XFC, a
discontinued operation that should not impact this account;

 • provide an explanation about the facts and circumstances that precipitated the goodwill impairment charge
which comprised 50% of your net loss.

      1

Refer to Item 303(a) of Regulation S-K. Similar issues
are also noted in your June 30, 2024, Form 10-Q.

Response: In response
to this comment, the Company advises the Staff that it has updated the Comparison of Results of Operations for the years ended December
31, 2023 and December 31, 2022 on page 43 in accordance with the Staff’s request. The Company noted the main increase of fish trading
business is the eel trading volume increase from 699.2 tons to 931.9 tons with an average $13.8/kilograms and $15.55/kilograms, respectively.
In 2023, due to the lack of suppliers, the Company had cut down part of its fish trading business species including elver, shrimp and
tilapia. The Company also noted that the increase of the catering business is due to the increase of the vegetable and fruit processing
service (the service is included in the catering business. The Company also noted that the other significant increase is the volume of
seafood sales through Meixin. The seafood was sold with the bento box and separately. Lastly, the Company noted the change in general
and administrative expenses stated in the report is a typo; the change is due to the decrease of consulting fees, discount of audit fees,
and lower wages.

Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation Liquidity and Capital Resources; Going Concern, page 44

 2. Please provide a more informative discussion and analysis of your liquidity plan, specifically the financial
support letter mentioned on page 44 and F-9. Refer to Item 303(b)(1) of Regulation S-K.

Response: In response to this comment, the Company
advises the Staff that it has updated page 44 and page F-9 in accordance with the Staff’s request.

Item 9A. Controls and Procedures Remediation
Plan, page 48

 3. We note management states on page 48 it expects to remediate material weaknesses in 2023. Please correct
to say 2024, as the 10-K presents activity through the year ended December 31, 2023.

Response: In response to this comment,
the Company advises the Staff that it has updated page 48 in accordance with the Staff’s request.

Report of Independent Registered Public Accounting
Firm Opinion on the Financial Statements, page F-2

 4. We note your auditor's opinion on the financial statements cites the “year”
then ended rather than the “years” then ended when describing periods covering the report. Please advise on the true periods
covering the auditor's report.

Response: In response to this comment,
the Company advises the Staff that it has updated page F-2 in accordance with the Staff’s request.

 5. The PCAOB website reports that your auditor’s registration is pending withdrawal, and the withdrawal
request was received on June 19, 2024. Please tell us what firm did the review work for the Form 10-Q filed on August 14, 2024, and tell
us how you have considered the requirements of Form 8-K Item 4.01.

Response: In response to the Staff’s comment, the Company
confirms that Centurion ZD CPA & Co. (“CZD”) performed the review work for the Form 10-Q filed on August 14, 2024. Despite
CZD being in the process of withdrawing, their team continues to provide review services to the Company while their withdrawal remains
pending. The Company is actively preparing for CZD’s resignation and is currently seeking a new auditor to assume responsibility
for the Company’s third quarter review as well as the upcoming annual audit. Additionally, the Company acknowledges the requirements
of Form 8-K Item 4.01 and confirms that it will file a Form 8-K within four business days of CZD’s formal resignation. This filing
will include all disclosures required under Item 4.01, including any disagreements with the former auditor, in compliance with the Commission’s
rules.

      2

Consolidated Statements of Changes in Equity, page F-6

 6. We note your consolidated statements of changes in equity for the 2023 period reflects $626,987 in equity issuance. It is not clear whether
this is actually a cash transaction since it is described as an incentive award. If it is not actually a cash transaction, the corresponding
amount in the cash flows from financing activities on page F-7 may not be correct. Please revise as necessary.

Response: In response to the Staff's comment,
the Company has revised pages F-6 and F-7 in accordance with the Staff’s request. The Company confirms that this was indeed a cash
transaction. Specifically, the initial public offering warrants were exercised on July 5, 2024 and July 6, 2024, resulting in the issuance
of 325,708 shares of common stock in exchange for 162,854 warrants at an exercise price of $1.925 per warrant, totaling $626,987. This
should have been recorded as a common stock issuance rather than an incentive award. The Company has corrected the classification to accurately
reflect this transaction in the consolidated statements.

Note 2 - Going Concern, page F-9

 7. We note management discloses factors which raise substantial doubt about as to the Company’s ability
to continue as a going concern in FN2, citing a net loss of $2.1 million for the year ended December 31, 2023. This net loss does not
appear on the consolidated statements of operations and comprehensive (loss) income for the same period. Please provide insight on this
inconsistency.

Response: In response to the Staff's comment,
the Company has updated page F-9 in accordance with the Staff’s request. Upon further review, the Company acknowledges an error
in its prior disclosure. The correct net loss for the year ended December 31, 2023, is $4.3 million, not $2.1 million as previously stated.
The $2.1 million figure incorrectly reflected the impairment of goodwill, but the total net loss, as shown on the consolidated statements
of operations and comprehensive loss, is $4.3 million. The financial statements have been revised to accurately reflect this correction.

Note 12 - Warrants, page F-21

 8. We note your summary of warrant activity disclosed in your 10-K as of December 31, 2023 ends with 2,255,146
warrants outstanding and exercisable. However, the same roll forward presented on page 15 of the 10-Q as of June 30, 2024 discloses outstanding
and exercisable warrants at January 1, 2024 are 256,000. Please revise to explain the discrepancy between the ending and beginning balances.

Response: In response to the Staff’s
comment, the Company has updated page F-21 in accordance with the Staff’s request, and will amend the Form 10-Q for the quarterly
period ending June 30, 2024 to correct the discrepancy between the ending and beginning balances. The discrepancy between the ending balance
of 2,255,146 warrants outstanding as of December 31, 2023, and the beginning balance of 256,000 warrants outstanding as of January 1,
2024, was due to a misclassification. The discrepancy arose from an incorrect roll-forward in the 10-K, which will be corrected in the
Form 10-Q/A for the quarterly period ending June 30, 2024.

      3

Note 24 - Subsequent Event, page F-33

 9. Please provide us with the significance calculations for the Xinca purchase. See Article 8- 04 of Regulation
S-X. Further, in your Form 8-K dated January 31, 2024, you mention filing an amendment with financial statements of the business acquired
by April 11, 2024, which do not appear to have been filed yet. Please share related financial statements if and as required by Regulation
S-X.

Response: In response to the Staff’s comment, the Company
advises that it has updated page F-33 in accordance with the Staff’s request. Additionally, the Company provides the following details
regarding the significance calculations for the Xinca acquisition, based on the tests required under Article 8-04 of Regulation S-X. These
include the Investment Test, Income Test, and Asset Test.

Investment Test

    Description
    2024

    Nocera's aggregate worldwide market value
    $11,068,827

    Net investment in Xinca
    $1,980,000

    Significance (%)
    17.89%

In applying the Investment Test, Nocera determined that the significance
of the Xinca acquisition did not meet the 20% threshold.

Income Test

Revenue Component

    Description
    2024

    Nocera’s proportionate share of Xinca’s revenue
    $80,798

    Nocera's total revenue
    $16,448,325

    Significance (%)
    0.49%

Income Component

    Description
    2024

    Nocera's equity interest in Xinca’s income before tax
    $121,762

    Nocera's loss before tax (absolute)
    $1,607,279

    Significance (%)
    7.58%

For the Income Test, both the revenue and income components fell below
the 20% significance threshold.

      4

Asset Test

    Description
    2024

    Nocera’s proportionate share of Xinca’s assets
    $1,449,969

    Nocera's total assets
    $7,578,166

    Significance (%)
    19.13%

The Asset Test indicated a significance level of 19.13%, which also
did not exceed the 20% threshold.

As such, based on these calculations, the acquisition of Xinca does
not meet the significance criteria outlined under Regulation S-X, and the related financial statements are not required. However, the
Company will continue to monitor any changes that may impact future filings and disclosures.

General

 10. We note that you have subsidiaries in China and Hong Kong, a VIE arrangement with an entity based in
China and that your auditor is located in Hong Kong. Please provide us your analysis of whether you are a China-based issuer. Please refer
to the Division of Corporation Finance's Sample Letter to China-Based Companies published on December 20, 2021. Your response should include
an analysis of both quantitative and qualitative factors, including quantification of relevant financial measures, such as revenues and
assets, and the location of your management, employees and customers.

Response: In response to the Staff’s comment, we have
analyzed both the quantitative and qualitative factors to determine whether we should be considered a China-based issuer. This analysis
was conducted with reference to the Division of Corporation Finance’s Sample Letter to China-Based Companies published on December
20, 2021. Based on the quantitative and qualitative analysis listed below, we do not consider the Company a China-based issuer. The majority
of our revenue, assets, management, employees, and customers are outside of China, and our business focus is not primarily driven by operations
in China.

Quantitative Factors

 1. Revenue

 · For the fiscal year ended December 31, 2023, the Company’s total consolidated revenue was $23,915,926.

 · Of this amount, approximately 0% of the revenue, or $0, was generated from operations in China. The remainder was derived from operations
outside of China, primarily in Taiwan and the United States.

 2. Assets

 · As of December 31, 2023, the Company’s total consolidated assets were $5,034,043.

 · Approximately 4% of the Company’s total assets, or $202,118, are attributable to the Company’s subsidiaries in China and
Hong Kong. The rest of the assets are primarily located in the United States and Taiwan.

 3. Management and Employees

 · The Company’s management, including the Chief Executive Officer, is based primarily in Taiwan, Canada and the United States.

 · A majority of the Company’s senior leadership operates outside of China. While the Company employs staff in China and Hong Kong,
the majority of its operations and decision-making take place outside of China.

 4. Customers

 · A significant portion of the Company’s customers are located outside of China, with the majority based in the United States
and Taiwan. Only a small portion of the Company’s customer base is in China.

      5

Qualitative Factors

 1. Business Focus

 · We operate as a sustainable aquaculture company with its core business activities centered around the development, sale, and deployment
of recirculating aquaculture systems (RAS). While we have a presence in China and Hong Kong, the primary focus of our business and growth
initiatives are in the U.S. and Taiwan, where our largest customer base and strategic initiatives are concentrated.

 2. Corporate Structure

 · We are incorporated in Nevada, and operate with a traditional corporate structure, supplemented by a Variable Interest Entity (VIE)
arrangement in China for certain limited operations. The VIE arrangement was established for compliance purposes and does not constitute
the primary mode of operation or revenue generation. The majority of our strategic decisions, including financing, investments, and business
development, are handled outside of China.

 3. Auditor Location

 · Our auditor, CZD, is located in Hong Kong, which is not subject to the same regulatory framework as mainland China under the Holding
Foreign Companies Accountable Act (HFCAA). Our audit process is consistent with international standards, and complies with all applicable
U.S. regulatory requirements.

 4. Risks Related to China

 · While we do have some operations in China, our risk exposure to China-related issues, such as geopolitical tensions, regulatory interventions,
and restrictions on foreign ownership, is minimal. The Company’s VIE structure was established solely to comply with local laws
for conducting certain operations in China, but this structure does not have a material impact on the Company’s overall business.

Conclusion

Based on the quantitative and qualitative analysis, the Company does
not consider itself a China-based issuer. The majority of our revenue, assets, management, employees, and customers are outside of China,
and our business focus is not primarily driven by operations in China.

August 27, 2024
Shun-Chih Chuang
Chief Financial Officer
Nocera, Inc.
2030 Powers Ferry Road SE
Suite No. 212
Atlanta, Georgia 30339
Re:Nocera, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Filed April 1, 2024
File No. 001-41434
Dear Shun-Chih Chuang:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Comparison of Results of Operations for the years ended December 31, 2023 and December 31,
2022, page 43
Please provide a more informative discussion and analysis of results of operations for the
periods presented. In doing so, explain the underlying reasons and implications of
material changes between periods to provide investors with an understanding of trends
and variability in cash flows. Ensure that your disclosures are not merely a recitation of
changes evident from the financial statements. Specifically, please:
•explain price versus volume variances when discussing changes in revenue;
•explain why management states that catering business revenue decreased even though
it actually increased from $1.6 million in 2022 to $8.9 million in 2023;
•explain why management is attributing the variance in general and administrative
expenses to XFC, a discontinued operation that should not impact this account;1.

August 27, 2024
Page 2
•provide an explanation about the facts and circumstances that precipitated the
goodwill impairment charge which comprised 50% of your net loss.
Refer to Item 303(a) of Regulation S-K. Similar issues are also noted in your June 30,
2024, Form 10-Q.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation
Liquidity and Capital Resources; Going Concern, page 44
2.Please provide a more informative discussion and analysis of your liquidity plan,
specifically the financial support letter mentioned on page 44 and F-9. Refer to Item
303(b)(1) of Regulation S-K.
Item 9A. Controls and Procedures
Remediation Plan, page 48
3.We note management states on page 48 it expects to remediate material weaknesses in
2023. Please correct to say 2024, as the 10-K presents activity through the year ended
December 31, 2023.
Report of Independent Registered Public Accounting Firm
Opinion on the Financial Statements, page F-2
4.We note your auditor's opinion on the financial statements cites the "year" then ended
rather than the "years" then ended when describing periods covering the report. Please
advise on the true periods covering the auditor's report.
5.The PCAOB website reports that your auditor’s registration is pending withdrawal, and
the withdrawal request was received on June 19, 2024. Please tell us what firm did the
review work for the Form 10-Q filed on August 14, 2024, and tell us how you have
considered the requirements of Form 8-K Item 4.01.
Consolidated Statements of Changes in Equity, page F-6
6.We note your consolidated statements of changes in equity for the 2023 period reflects
$626,987 in equity issuance. It is not clear whether this is actually a cash transaction since
it is described as an incentive award. If it is not actually a cash transaction, the
corresponding amount in the cash flows from financing activities on page F-7 may not be
correct. Please revise as necessary.
Note 2 - Going Concern, page F-9
7.We note management discloses factors which raise substantial doubt about as to the
Company’s ability to continue as a going concern in FN2, citing a net loss of $2.1 million
for the year ended December 31, 2023. This net loss does not appear on the consolidated
statements of operations and comprehensive (loss) income for the same period. Please
provide insight on this inconsistency.
Note 12 - Warrants, page F-21
We note your summary of warrant activity disclosed in your 10-K as of December 31,
2023 ends with 2,255,146 warrants outstanding and exercisable. However, the same roll
forward presented on page 15 of the 10-Q as of June 30, 2024 discloses outstanding and 8.

August 27, 2024
Page 3
exercisable warrants at January 1, 2024 are 256,000. Please revise to explain the
discrepancy between the ending and beginning balances.
Note 24 - Subsequent Event, page F-33
9.Please provide us with the significance calculations for the Xinca purchase. See Article 8-
04 of Regulation S-X. Further, in your Form 8-K dated January 31, 2024, you mention
filing an amendment with financial statements of the business acquired by April 11, 2024,
which do not appear to have been filed yet. Please share related financial statements if and
as required by Regulation S-X.
General
10.We note that you have subsidiaries in China and Hong Kong, a VIE arrangement with an
entity based in China and that your auditor is located in Hong Kong. Please provide us
your analysis of whether you are a China-based issuer. Please refer to the Division of
Corporation Finance's Sample Letter to China-Based Companies published on December
20, 2021. Your response should include an analysis of both quantitative and qualitative
factors, including quantification of relevant financial measures, such as revenues and
assets, and the location of your management, employees and customers.
            In closing, 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.
            Please contact Tayyaba Shafique at 202-706-8224 or Al Pavot at 202-551-3738 if
you have questions regarding comments on the financial statements and related matters.
Please contact Benjamin Richie at 202-551-7857 or Margaret Sawicki at 202-551-7153 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Andy Jin

United States securities and exchange commission logo
December 12, 2023
Andy Jin
CEO
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 September 6, 2023
File No. 1-41434
Dear Andy Jin:
            We issued a comment on the above captioned filing on October 31, 2023. On November
21, 2023, we issued a follow-up letter informing you that the comment remained outstanding and
unresolved, and absent a substantive response, we would act consistent with our obligations
under the federal securities laws.
            As you have not provided a substantive response, we are terminating our review and will
take further steps as we deem appropriate. These steps include releasing publicly, through the
agency's EDGAR system, all correspondence, including this letter, relating to the review of your
filing, consistent with the staff's decision to publicly release comment and response letters
relating to disclosure filings it has reviewed.
            Please contact Al Pavot at 202-551-3738 or Terence O'Brien at 202-551-3355 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Andy Jin

United States securities and exchange commission logo
November 21, 2023
Andy Jin
CEO
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 September 6, 2023
Correspondence filed October 27, 2023
File No. 1-41434
Dear Andy Jin:
            We issued comments to you on the above captioned filing on October 31, 2023. As of the
date of this letter, these comments remain outstanding and unresolved. We expect you to provide
a complete, substantive response to these comments by December 6, 2023. If you do not
respond, we will, consistent with our obligations under the federal securities laws, decide how
we will seek to resolve material outstanding comments and complete our review of your filing
and your disclosure. Among other things, we may decide to release publicly, through the
agency's EDGAR system, all correspondence, including this letter, relating to the review of your
filings, consistent with the staff's decision to publicly release comment and response letters
relating to disclosure filings it has reviewed.

            Please contact Al Pavot at 202-551-3738 or Terence O'Brien at 202-551-3355 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Andy Jin

United States securities and exchange commission logo
October 31, 2023
Andy Jin
CEO
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 September 6, 2023
Correspondence filed October 27, 2023
File No. 1-41434
Dear Andy Jin:
            We have reviewed your October 27, 2023 response to our comment letter and have the
following comment. Please respond to this letter 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 a comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Correspondence filed October 27, 2023
Note 23, page F-40
1.We understand that you are not able to file the required historical and pro forma financial
statements for the September 2022 acquisition of Meixin, a food processing and catering
company established in 2003. Given that the acquisition is included in your audited
December 31, 2022 balance sheet, it appears that the missing information includes an
audited Meixin income statement for the year ended December 31, 2021, and an unaudited
Meixin income statement for the six months ended June 30, 2022, as well as the
corresponding pro forma income statements. The applicable guidance is Article 8-04 of
Regulation S-X. See also the analogous guidance in Article 3-05 (b) (4)(iii) of Regulation
S-X.

 FirstName LastNameAndy Jin
 Comapany NameNOCERA, INC.
 October 31, 2023 Page 2
 FirstName LastName
Andy Jin
NOCERA, INC.
October 31, 2023
Page 2

            Please 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 matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Andy Jin

CORRESP
1
filename1.htm

NOCERA, INC.

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

Xizhi Dist., New Taipei City
221

Taiwan (R.O.C.)

October 27, 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/A2 for the year ended
December 31, 2022 filed on September 6, 2023 and Form 10-Q for the period ended June 30, 2023 filed on August 21, 2023 (File No. 001-41434)

Ladies and Gentlemen:

We are submitting this letter
in response to the comments included in the letter dated as of October 3, 2023, issued by the Staff of the Securities and Exchange Commission
(the “Staff”) 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 our responses. Please note that all references
to page numbers in the responses are references to the page numbers in Amendment No. 1 to the Company’s Quarterly Report on Form
10-Q for the period ended June 30, 2023 (hereinafter referred to as “Amendment No. 1”) filed concurrently with the submission
of this letter in response to the Staff’s comments.

Form 10-Q filed August 21, 2023

Note 1, page 8

 1. It appears that the XFC discontinued operations disclosures are also required in your interim financial statements. See ASC 205-20-45-3.

Response:

Please be advised that we
have edited the financial notes and the management’s discussion and analysis of financial condition and results of operations to
include the requested information in Amendment No. 1.

      1

Form 10-K/A filed September 6, 2023

Note 23, page F-40

 2. Please file the Meixin financial statements referenced in response number 7 of your letter dated July 10, 2023.

Response:

We filed Amendment No. 1 to
the Current Report on Form 8-K on September 20, 2023, which disclosed that the (i) audited balance sheet as of September 1, 2022 of Meixin
Food Factory, a sole proprietorship and the predecessor to Meixin Institutional Food Development Co., Ltd., and (ii) unaudited financial
statements of Meixin Institutional Food Development Co., Ltd. for the period from May 27, 2022, the date Meixin Institutional Food Development
Co., Ltd. was formed, through September 8, 2022, the date of its acquisition by the Company, do not exist and are unavailable due to Meixin
Food Factory’s failure to properly account for its business transactions since the time of its formation and the disarray of its
financials. Please advise if further information is needed.

If you have any questions regarding our responses
and Amendment No. 1, please do not hesitate to contact Philip Magri, Esq. of Sichenzia Ross Ference Carmel LLP, our securities counsel
at Philip Magri PMagri@SRFC.LAW or (954) 303-8027.

Very truly yours,

By: /s/ Andy Jin

Andy Jin

Chief Executive Officer

cc: Philip Magri, Partner

      2

United States securities and exchange commission logo
October 24, 2023
Andy Jin
CEO
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 September 6, 2023
Form 10-Q filed August 21, 2023
File No. 1-41434
Dear Andy Jin:
            We issued comments to you on the above captioned filings on October 3, 2023. As of the
date of this letter, these comments remain outstanding and unresolved. We expect you to provide
a complete, substantive response to these comments by November 7, 2023. If you do not
respond, we will, consistent with our obligations under the federal securities laws, decide how
we will seek to resolve material outstanding comments and complete our review of your filings
and your disclosure. Among other things, we may decide to release publicly, through the
agency's EDGAR system, all correspondence, including this letter, relating to the review of your
filings, consistent with the staff's decision to publicly release comment and response letters
relating to disclosure filings it has reviewed. Please contact Al Pavot at 202-551-3738 or Terence
O'Brien at 202-551-3355 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Andy Jin

United States securities and exchange commission logo
October 3, 2023
Andy Jin
CEO
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 September 6, 2023
Form 10-Q filed August 21, 2023
File No. 1-41434
Dear Andy Jin:
            We have reviewed your September 6, 2023 response to our comment letter and have the
following comments. Please respond to this letter 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 a comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-Q filed August 21, 2023
Note 1, page 8
1.It appears that the XFC discontinued operations disclosures are also required in your
interim financial statements. See ASC 205-20-45-3.
Form 10-K/A filed September 6, 2023
Note 23, page F-40
2.Please file the Meixin financial statements referenced in response number 7 of your letter
dated July 10, 2023.

            Please 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 matters.

 FirstName LastNameAndy Jin
 Comapany NameNOCERA, INC.
 October 3, 2023 Page 2
 FirstName LastName
Andy Jin
NOCERA, INC.
October 3, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Andy Jin

CORRESP
1
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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.

      1

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.

      2

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.

      3

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.

      4

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

United States securities and exchange commission logo
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

CORRESP
1
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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.

      1

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.

      2

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.

      3

    (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.

      4

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

United States securities and exchange commission logo
June 5, 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 filed March 31, 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 filed March 31, 2023
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. See
Item 303(a) of Regulation S-K.
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.

 FirstName LastNameJeff Cheng
 Comapany NameNOCERA, INC.
 June 5, 2023 Page 2
 FirstName LastNameJeff Cheng
NOCERA, INC.
June 5, 2023
Page 2
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.
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.
Audit Report, page F-3
5.Please describe for us the business activities of the "Automated Transmission" reporting
unit. Tell us also whether there are any other reporting units.
Variable Interest Entity, page F-13
6.Please quantify in the financial statement footnotes the extent to which your consolidated
VIE's impacted your reported Balance Sheet, Income Statement, and Cash Flow account
balances. See ASC 810-10-50
Note 21, page F-30
7.It is not clear why you did not file audited and pro forma financial statements for the
Meixin acquisition pursuant to Article 8-04 of Regulation S-X. In this regard, it appears
that the acquisition may have exceeded the investment test outlined in Article 1-02(w) of
Regulation S-X. Please revise as necessary and provide us with your calculations of all
three applicable significance tests so we can fully assess your compliance with the rule.
For the revenue test, please reconcile your calculation with the $10 million annual revenue
disclosure provided in your September 8, 2022 press release. Also, given the significance
of this acquisition, please explain why this business development was not disclosed in
your Form S-1 #333-264059 registration statement. We may have further comment.

 FirstName LastNameJeff Cheng
 Comapany NameNOCERA, INC.
 June 5, 2023 Page 3
 FirstName LastName
Jeff Cheng
NOCERA, INC.
June 5, 2023
Page 3
8.It appears that XFC should be accounted for as a discontinued operation pursuant to ASC
205. Please revise or provide us an analysis that clearly demonstrates your compliance. In
addition, please amend your November 30, 2022 Form 8-K to provide the pro forma data
required by Item 9.01(b) of the Form Instructions, if applicable.
            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
matters. Contact Jennifer Gowetski at 202-551-3401 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

CORRESP
1
filename1.htm

August 8, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Tyler Howes

Re: Nocera, Inc.

Registration Statement on Form S-1, as amended

File No. 333-264059

Dear Mr. Howes:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Securities Act”), we, as representatives of the underwriters of the proposed public offering of
securities of Nocera, Inc. (the “Company”), hereby join the Company’s request that the effective date of the above-referenced
Registration Statement on Form S-1 be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on August 10, 2022,
or as soon thereafter as possible.

Pursuant to Rule 460 under the Securities Act,
we, as representatives of the underwriters, wish to advise you that there will be distributed to each underwriter, who is reasonably anticipated
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and
will continue to comply, and that it has been informed by the participating underwriters and dealers that they have complied with and
will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

This letter may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall
each be deemed to be an original and all such counterparts shall together constitute one and the same instrument.

  Very truly yours,

  Spartan Capital
Securities, LLC

  By: /s/ Jason Diamond

  Name: Jason Diamond

  Title: Head of Investment Banking, Managing
Director

  Revere Securities, LLC

  By: /s/
Arthur M. DeFilippo

  Name: Arthur M. DeFilippo

  Title: Managing Director

CORRESP
1
filename1.htm

Nocera, Inc.

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

Xizhi Dist., New Taipei City 221, Taiwan

August 8, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tyler Howes

    Re:
      Nocera, Inc. Request for Acceleration

      Registration Statement on Form S-1, as amended

      File No. 333-264059

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Nocera, Inc., a Nevada corporation (the “Company”), respectfully requests that the effective date
of its Registration Statement on Form S-1 (File No. 333-264059), as amended (the “Registration Statement”), be accelerated
so that it will become effective at 4:00 p.m., Eastern Time, on Wednesday, August 10, 2022, or as soon thereafter as possible. By separate
letter, the representatives of the underwriters of the issuance of the securities being registered join this request for acceleration.

In making this acceleration request, the Company
acknowledges that:

    (i)
    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    (ii)
    the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy of the disclosure in the Registration Statement; and

    (iii)
    the Company may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Once the Registration Statement is effective, please
orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling Philip Magri at 212-658-0458; Ext. 1016.
We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of the Registration
Statement be sent to our counsel, Carmel, Milazzo & Feil LLP, Attention: Philip Magri, by facsimile to (646) 838-1314 or email at
pmagri@cmfllp.com.

If you have any questions regarding this request,
please contact Philip Magri of Carmel, Milazzo & Feil LLP at 212-658-0458; Ext. 1016.

Very truly yours,

By: /s/ Yin-Chieh Cheng

Name: Yin-Chieh Cheng

Title: Chief Executive Officer and
President

cc: Philip Magri, Carmel, Milazzo & Feil LLP

CORRESP
1
filename1.htm

Nocera, Inc.

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

Xizhi Dist., New Taipei City 221, Taiwan

July 28, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tyler Howes

Re: Nocera,
Inc. Withdrawal of Acceleration Request

Registration Statement on Form S-1,
as amended

File No. 333-264059

Ladies and Gentlemen:

Reference is made to our letter,
dated July 25, 2022, in which we requested acceleration of the effective date of the above referenced Registration Statement to
5:00 p.m., Eastern Time, on Wednesday, July 27, 2022. We are no longer requesting that such Registration Statement be declared effective
at such time, and we hereby formally, and with immediate effect, withdraw our request for acceleration of the effective date.
By separate letter, the representatives of the underwriters of the issuance of the securities being registered join this request for withdrawal.

  Very truly yours,

  By: /s/ Yin-Chieh Cheng

  Name: Yin-Chieh Cheng

  Title: Chief Executive Officer and
President

cc: Philip Magri, Carmel, Milazzo & Feil LLP

      1

CORRESP
1
filename1.htm

July 28, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tyler Howes

    Re:
    Nocera, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-264059

Dear Mr. Howes:

Reference is made to our
letter, dated July 25, 2022, in which we requested the acceleration of the effective date of the above-referenced Registration Statement
for 5:00 p.m., Eastern Time, on Wednesday, July 27, 2022, in accordance with Rule 461 under the Securities Act of 1933, as amended. We
are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective date.

    Very truly yours,

    Spartan Capital Securities, LLC

    By: /s/ Jason Diamond

    Name: Jason Diamond

    Title: Managing Director, Head of Investment Banking

    Revere Securities LLC

    By: /s/ Arthur DeFilippo

    Name: Arthur DeFilippo

    Title: Managing Director

    cc:
    Lucosky Brookman LLP

    Nocera, Inc.

      1

CORRESP
1
filename1.htm

Nocera, Inc.

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

Xizhi Dist., New Taipei City 221, Taiwan

July 25, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tyler Howes

    Re:
      Nocera, Inc. Request for Acceleration

      Registration Statement on Form S-1, as amended

      File No. 333-264059

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Nocera, Inc., a Nevada corporation (the “Company”), respectfully requests that the effective date
of its Registration Statement on Form S-1 (File No. 333-264059), as amended (the “Registration Statement”), be accelerated
so that it will become effective at 5:00 p.m., Eastern Time, on Wednesday, July 27, 2022, or as soon thereafter as possible. By separate
letter, the representatives of the underwriters of the issuance of the securities being registered join this request for acceleration.

In making this acceleration request, the Company
acknowledges that:

    (i)
    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    (ii)
    the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy of the disclosure in the Registration Statement; and

    (iii)
    the Company may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Once the Registration Statement is effective, please
orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling Philip Magri at 212-658-0458; Ext. 1016.
We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of the Registration
Statement be sent to our counsel, Carmel, Milazzo & Feil LLP, Attention: Philip Magri, by facsimile to (646) 838-1314 or email at
pmagri@cmfllp.com.

If you have any questions regarding this request,
please contact Philip Magri of Carmel, Milazzo & Feil LLP at 212-658-0458; Ext. 1016.

Very truly yours,

By: /s/ Yin-Chieh Cheng

Name: Yin-Chieh Cheng

Title: Chief Executive Officer and
President

cc: Philip Magri, Carmel, Milazzo & Feil LLP

CORRESP
1
filename1.htm

July 25, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Tyler Howes

Re: Nocera, Inc.

Registration Statement on Form S-1, as amended

File No. 333- 264059

Dear Mr. Howes:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Securities Act”), we, as representatives of the underwriters of the proposed public offering of
securities of Nocera, Inc. (the “Company”), hereby join the Company’s request that the effective date of the above-referenced
Registration Statement on Form S-1 be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time, on July 27, 2022,
or as soon thereafter as possible.

Pursuant to Rule 460 under the Securities Act,
we, as representatives of the underwriters, wish to advise you that there will be distributed to each underwriter, who is reasonably anticipated
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and
will continue to comply, and that it has been informed by the participating underwriters and dealers that they have complied with and
will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

This letter may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall
each be deemed to be an original and all such counterparts shall together constitute one and the same instrument.

    Very truly yours,

    Spartan Capital Securities, LLC

    By: /s/ Jason Diamond

    Name: Jason Diamond

    Title: Head of Investment Banking,

    Managing D. Director

    Revere Securities, LLC

    By: /s/ Arthur M. DeFilippo

    Name: Arthur M. DeFilippo

    Title: Managing Director

CORRESP
1
filename1.htm

Nocera, Inc.

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

Xizhi Dist., New Taipei City 221, Taiwan

July 6, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tyler Howes

Re: Nocera,
Inc. Withdrawal of Acceleration Request

Registration Statement on Form S-1,
as amended

File No. 333-264059

Ladies and Gentlemen:

Reference is made to our letter,
dated July 1, 2022, in which we requested acceleration of the effective date of the above referenced Registration Statement to
5:00 p.m., Eastern Time, on Wednesday, July 6, 2022. We are no longer requesting that such Registration Statement be declared effective
at such time, and we hereby formally, and with immediate effect, withdraw our request for acceleration of the effective date.
By separate letter, the representatives of the underwriters of the issuance of the securities being registered join this request for withdrawal.

  Very truly yours,

  By: /s/ Yin-Chieh Cheng

  Name: Yin-Chieh Cheng

  Title: Chief Executive Officer and
President

cc: Philip Magri, Carmel, Milazzo & Feil LLP

CORRESP
1
filename1.htm

July 6, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tyler Howes

    Re:
    Nocera, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-264059

Dear Mr. Howes:

Reference is made to our
letter, dated July 1, 2022, in which we requested the acceleration of the effective date of the above-referenced Registration Statement
for 5:00 p.m., Eastern Time, on Wendesday, July 6, 2022, in accordance with Rule 461 under the Securities Act of 1933, as amended. We
are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective date.

    Very truly yours,

    Spartan Capital Securities, LLC

    /s/ Jason Diamond

    Name: Jason Diamond

    Title: Managing Director, Head of Investment Banking

    Revere Securities LLC

     /s/ Arthur DeFilippo

    Name: Arthur DeFilippo

    Title: Managing Director

    cc:
    Lucosky Brookman LLP

    Nocera, Inc.

CORRESP
1
filename1.htm

Nocera, Inc.

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

Xizhi Dist., New Taipei City 221, Taiwan

July 1, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tyler Howes

    Re:
      Nocera, Inc. Request for Acceleration

      Registration Statement on Form S-1, as amended

      File No. 333-264059

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Nocera, Inc., a Nevada corporation (the “Company”), respectfully requests that the effective date
of its Registration Statement on Form S-1 (File No. 333-264059), as amended (the “Registration Statement”), be accelerated
so that it will become effective at 5:00 p.m., Eastern Time, on Wednesday, July 6, 2022, or as soon thereafter as possible. By separate
letter, the representatives of the underwriters of the issuance of the securities being registered join this request for acceleration.

In making this acceleration request, the Company
acknowledges that:

    (i)
    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    (ii)
    the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy of the disclosure in the Registration Statement; and

    (iii)
    the Company may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Once the Registration Statement is effective, please
orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling Philip Magri at 212-658-0458; Ext. 1016.
We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of the Registration
Statement be sent to our counsel, Carmel, Milazzo & Feil LLP, Attention: Philip Magri, by facsimile to (646) 838-1314 or email at
pmagri@cmfllp.com.

If you have any questions regarding this request,
please contact Philip Magri of Carmel, Milazzo & Feil LLP at 212-658-0458; Ext. 1016.

Very truly yours,

By: /s/ Yin-Chieh Cheng

Name: Yin-Chieh Cheng

Title: Chief Executive Officer and
President

cc: Philip Magri, Carmel, Milazzo & Feil LLP

CORRESP
1
filename1.htm

July 1, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Tyler Howes

Re: Nocera, Inc.

Registration Statement on Form S-1, as amended

File No. 333- 264059

Dear Mr. Howes:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Securities Act”), we, as representatives of the underwriters of the proposed public offering of
securities of Nocera, Inc. (the “Company”), hereby join the Company’s request that the effective date of the above-referenced
Registration Statement on Form S-1 be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time, on July 6, 2022, or
as soon thereafter as possible.

Pursuant to Rule 460 under the Securities Act,
we, as representatives of the underwriters, wish to advise you that there will be distributed to each underwriter, who is reasonably anticipated
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and
will continue to comply, and that it has been informed by the participating underwriters and dealers that they have complied with and
will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

This letter may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall
each be deemed to be an original and all such counterparts shall together constitute one and the same instrument.

    Very truly yours,

    Spartan Capital Securities, LLC

    By: /s/ Jason Diamond

    Name: Jason Diamond

    Title: Head of Investment Banking,

    Managing D. Director

    Revere Securities, LLC

    By: /s/ Arthur M. DeFilippo

    Name: Arthur M. DeFilippo

    Title: Managing Director

CORRESP
1
filename1.htm

Nocera, Inc.

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

Xizhi Dist., New Taipei City 221, Taiwan

June 29, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tyler Howes

 Re: Nocera, Inc. Withdrawal of Acceleration Request

    Registration Statement on Form S-1,
as amended

    File No. 333-264059

Ladies and Gentlemen:

Reference is made to our letter,
dated June 28, 2022, in which we requested acceleration of the effective date of the above referenced Registration Statement to
5:00 p.m., Eastern Time, on Thursday, June 30, 2022. We are no longer requesting that such Registration Statement be declared effective
at such time, and we hereby formally, and with immediate effect, withdraw our request for acceleration of the effective date.
By separate letter, the representatives of the underwriters of the issuance of the securities being registered join this request for withdrawal.

  Very truly yours,

  By: /s/ Yin-Chieh Cheng

  Name: Yin-Chieh Cheng

  Title: Chief Executive Officer and
President

cc: Philip Magri, Carmel, Milazzo & Feil LLP

CORRESP
1
filename1.htm

June 29, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tyler Howes

    Re:
    Nocera, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-264059

Dear Mr. Howes:

Reference is made to our
letter, dated June 28, 2022, in which we requested the acceleration of the effective date of the above-referenced Registration Statement
for 5:00 p.m., Eastern Time, on Thursday, June 30, 2022, in accordance with Rule 461 under the Securities Act of 1933, as amended. We
are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective date.

    Very truly yours,

    Spartan Capital Securities, LLC

    By: /s/ Jason Diamond

    Name: Jason Diamond

    Title: Managing Director, Head of Investment Banking

    Revere Securities LLC

    By: /s/ Arthur DeFilippo

    Name: Arthur DeFilippo

    Title: Managing Director

    cc:
    Lucosky Brookman LLP

    Nocera, Inc.

CORRESP
1
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Nocera, Inc.

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

Xizhi Dist., New Taipei City 221, Taiwan

June 28, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tyler Howes

  Re:
  Nocera, Inc. Request for Acceleration

  Registration Statement on Form S-1,
as amended

  File No. 333-264059

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Nocera, Inc., a Nevada corporation (the “Company”), respectfully requests that
the effective date of its Registration Statement on Form S-1 (File No. 333-264059), as amended (the “Registration Statement”),
be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Thursday, June 30, 2022, or as soon thereafter as possible.
By separate letter, the representatives of the underwriters of the issuance of the securities being registered join this request for acceleration.

In making this acceleration request,
the Company acknowledges that:

 (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant
to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with
respect to the Registration Statement;

 (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration
Statement effective, does not relieve the Company from its full responsibility for the adequacy of the disclosure in the Registration
Statement; and

 (iii) the Company may not assert comments of the Commission or the staff and the declaration of effectiveness of
the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws
of the United States.

Once the Registration Statement
is effective, please orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling Philip Magri at 212-658-0458; Ext. 1016.
We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of the Registration
Statement be sent to our counsel, Carmel, Milazzo & Feil LLP, Attention: Philip Magri, by facsimile to (646) 838-1314 or email at
pmagri@cmfllp.com.

If you have any questions regarding
this request, please contact Philip Magri of Carmel, Milazzo & Feil LLP at 212-658-0458; Ext. 1016.

Very truly yours,

By: /s/ Yin-Chieh
Cheng

Name: Yin-Chieh
Cheng

Title: Chief Executive
Officer and President

cc: Philip Magri, Carmel, Milazzo & Feil LLP

CORRESP
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June 28, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Tyler Howes

Re: Nocera, Inc.

Registration Statement on Form S-1, as amended

File No. 333- 264059

Dear Mr. Howes:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Securities Act”), we, as representatives of the underwriters of the proposed public offering of
securities of Nocera, Inc. (the “Company”), hereby join the Company’s request that the effective date of the above-referenced
Registration Statement on Form S-1 be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time, on June 30, 2022,
or as soon thereafter as possible.

Pursuant to Rule 460 under the Securities Act,
we, as representatives of the underwriters, wish to advise you that there will be distributed to each underwriter, who is reasonably
anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied
and will continue to comply, and that it has been informed by the participating underwriters and dealers that they have complied with
and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

This letter may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall
each be deemed to be an original and all such counterparts shall together constitute one and the same instrument.

    Very truly yours,

    Spartan Capital Securities, LLC

    By: /s/ Jason Diamond

    Name: Jason Diamond

    Title: Head of Investment Banking, Managing Director

    Revere Securities, LLC

    By: /s/ Arthur M. DeFilippo

    Name: Arthur M. DeFilippo

    Title: Managing Director

CORRESP
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May 19, 2022

VIA EDGAR CORREPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance Office of Life Sciences

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Mr. Tyler Howes and Ms. Dorrie Yale

Re: Nocera, Inc.

Registration Statement on Form
S-1

Submitted April 1, 2022

CIK No. 0001756180

Dear Mr. Howes and Ms. Yale:

On behalf of our client, Nocera, Inc. (the
“Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) contained in its letter dated April 8, 2022, relating to the above referenced Registration Statement
on Form S-1 (the “Filed Registration Statement”). The Company is concurrently submitting an amended registration statement
on Form S-1 (the “Amendment”).

For the Staff’s convenience, the Staff’s
comments have been stated below in their entirety in italics, followed by the corresponding responses from the Company. Except for any
page references appearing in the headings or the Staff’s comments (which are references to the Filed Registration Statement), all
page references herein correspond to the page of the Amendment. Capitalized terms used but not defined in this letter have the meanings
ascribed to such terms in the Filed Registration Statement.

Registration Statement on Form S-1 filed April 1, 2022

Cover Page

  1.
  We note your revised disclosures in response to prior comment 1. You state that you have been provisionally identified by the
  SEC as an issuer under the HFCAA and that you intend to respond to the SEC by April 20, 2022 to submit support that you should be removed
  from this list. Please explain to us the type of evidentiary support you intend to submit.

Response:

 Please be advised that we have removed the statement from the Amendment as the Company does not have evidentiary support for it being removed from the list of issuers identified under the Holding Foreign Companies Accountable Act.

Manhattan Office: 55 West 39th Street, 18th Floor, New York, NY 10018

 New York City | New Jersey | Long Island | Beverly Hills | Florida

Website: www.cmfllp.com

      1

Prospectus Summary, page 1

    2.
    You state on page 2 that your Chinese subsidiary, Guizhou Grand Smooth Technology Ltd., may be involved with RASs manufacturing
    in the “near future”. You also state on page F-22 that you plan to reinvest your earnings to “potentially continue”
    business in mainland China, and we note your new risk factor on page 21 refers to the uncertainties of operating in China. Please
    reconcile these statements with your disclosure on page 1 claiming you do not currently have any intentions of conducting operations
    in China or Hong Kong. If you are contemplating to operate in either Hong Kong or China, please revise your disclosures to detail
    such plans.

Response:

Please be advised that we have revised the disclosure on page 2 to delete the statement that the Company’s subsidiary, Guizhou Grand Smooth Technology, may be involved with RASs manufacturing in the “near future.” Grand Smooth Inc. Limited, a Hong Kong limited company (“GSI”), which wholly-owns Guizhou Grand Smooth Technology Ltd., a People’s Republic of China (PRC) corporation (“GZ GST”), are dormant and currently do not have any operations. It is the Company’s intention to keep such entities dormant in the future.

Please be advised that the Note 13 to the Financial Statements on page
F-43 speaks as of the fiscal quarter ended March 31, 2022 and fiscal year ended December 31, 2021. The Company does not plan to reinvest
earnings to potentially continue operations in the PRC.

Lastly, please be advised that have amended the risk factor on page
23 to read as follows:

“We continue to expand our international
footprint and operations, and we may expand further in the future, which subjects us to a variety of risks and complexities which, if
not effectively managed, could negatively affect our business.

We currently maintain operations in Taiwan, and may in the
future expand, or seek to expand, our operations to additional foreign jurisdictions. For example, operating in Europe exposes us to
political, legal and economic risks. In addition, a significant percentage of the production, downstream processing and sales of our
products occurs outside the United States or with vendors, suppliers or customers located outside the United States. If tariffs or other
restrictions are placed by the United States on foreign imports from Taiwan or other countries where we operate or seek to operate, or
any related counter-measures are taken, our business, financial condition, results of operations and growth prospects may be harmed.
Tariffs may increase our cost of goods, which could result in lower gross margins on certain of our products. If we raise prices to account
for any such increase in costs of goods, the competitiveness of the affected products could potentially be reduced. In either case, increased
tariffs on imports from Taiwan or other countries where we operate or seek to operate could materially and adversely affect our business,
financial condition and results of operations. Trade restrictions and sanctions implemented by the United States or other countries,
including sanctions imposed on Russia by the United States and other countries due to Russia’s recent invasion of Ukraine, could
materially and adversely affect our business, financial condition and results of operations.”

      2

Holding Foreign Companies Accountable Act, page 4

    3.
    We acknowledge your revised disclosures
in response to prior comment 2 and refer to your statement that if you do not engage an auditor that is subject to regular inspection
by the PCAOB, your securities "may" be prohibited from a U.S. securities exchange or OTC trading market. Please revise to explain
the conditions that would lead to your securities being delisted and prohibited from a U.S. securities exchange or OTC trading market.
Please correspondingly revise the twelfth bullet on page 6 and your new risk factor starting on page 18. With respect to your new risk
factor starting on page 18, please also revise to make sure it is up-to-date and specific to you.

Response:

Please be advised that we have amended the disclosure per the SEC’s
comment to explain the conditions that would lead to the Company’s securities being delisted and prohibited from trading on a U.S.
securities exchange or OTC trading market. We have also amended the twelfth bullet on page 6 and the risk factor on page 20. We have also
revised the risk factor to make sure it is up to date and specific to the Company.

Specifically, we have revised the disclosures in the Cover Page, Prospectus
Summary and Risk Factors per the underlying disclosures below:

Cover Page

On December 2, 2021, the U.S. Securities and Exchange Commission (the
“SEC”) adopted final amendments implementing the disclosure and submission requirements under the Holding Foreign Companies
Accountable Act (the “HFCAA”), pursuant to which the SEC will identify a “Commission-Identified Issuer” if an
issuer has filed an annual report containing an audit report issued by a registered public accounting firm that the Public Company Accounting
Oversight Board (the “PCAOB”) has determined it is unable to inspect or investigate completely because of a position taken
by an authority in the foreign jurisdiction, and will then impose a trading prohibition on an issuer after it is identified as and remains
a Commission-Identified Issuer for three consecutive years. On December 16, 2021, the PCAOB issued a report on its determinations that
it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong
Kong, because of positions taken by one or more authorities in such jurisdictions. Since the Company’s auditor is located in Hong
Kong, the Company’s auditor is included on a list of audit firms the PCAOB determined it is unable to inspect or investigate completely
because of a position taken by one or more authorities in Hong Kong, and is therefore subject to the PCAOB’s determination. In May
2022, the Company was added to the SEC’s conclusive lists of issuers identified under the HFCAA, or a Commission-Identified Issuer.
Therefore, the Company will be delisted and its securities will be prohibited from being traded “over-the-counter” if it remains
identified as a Commission-Identified Issuer for three consecutive years. If the Company’s securities are unable to be listed on
another securities exchange by then, such a delisting or prohibition of trading would substantially impair your ability to sell or purchase
the Company’s securities when you wish to do so, and the risk and uncertainty associated with a potential delisting or prohibition
of trading would have a negative impact on the price of the Company’s securities. The Accelerating Holding Foreign Companies Accountable
Act (“AHFCAA”), passed by the U.S. Senate and if enacted, would require Commission-Identified Issuers to comply with the PCAOB
audits within two consecutive years instead of three consecutive years. In light of the PRC government’s recent expansion of authority
in Hong Kong, there are risks and uncertainties which the Company cannot foresee for the time being, and rules and regulations in China
can change quickly with little or no advance notice. See “Risk Factors – If the Company remains identified as a Commission-Identified
Issuer for three consecutive years (or if the AHFCAA is enacted, two years), the Company’s securities will be delisted or prohibited
from trading “over-the-counter” under the Holding Foreign Companies Accountable Act. The delisting or the cessation of trading
“over-the-counter” of the Company’s securities, or the threat of their being delisted or prohibited, may materially
and adversely affect the value and/or liquidity of your investment. Additionally, the inability of the PCAOB to conduct full inspections
or investigations of the Company’s auditor deprives the Company’s investors of the benefits of such inspections or investigations.”

      3

Prospectus Summary

On December 16, 2021, Public Company Accounting Oversight Board (PCAOB)
issued a report on its determinations that the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting
firms headquartered in mainland China and in Hong Kong, a Special Administrative Region of the PRC, because of positions taken by the
PRC authorities in those jurisdictions. The PCAOB made these determinations pursuant to PCAOB Rule 6100, which provides a framework for
how the PCAOB fulfills its responsibilities under the Holding Foreign Companies Accountable Act. The report further listed in its Appendix
A and Appendix B, Registered Public Accounting Firms Subject to the Mainland China Determination and Registered Public Accounting Firms
Subject to the Hong Kong Determination, respectively. The audit report included in this registration statement for the year ended December
31, 2021, was issued by Centurion ZD CPA & Co. (“CZD CPA”), an audit firm headquartered in Hong Kong, a jurisdiction that
the PCAOB has determined that the PCAOB is unable to conduct inspections or investigate auditors. Our auditors, CZD CPA, is among those
registered public accounting firms listed by the PCAOB Hong Kong Determination, a determination announced by the PCAOB on December 16,
2021, which the PCAOB is unable to inspect or investigate completely due to the fact it is headquartered in Hong Kong, a Special Administrative
Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. As a result, we and the investors
in our securities are deprived of the benefits of such PCAOB inspections, which could cause investors in our securities to lose confidence
in our reported financial information and the quality of our financial statements. Also, in May 2022, the Company was added to the SEC’s
conclusive lists of issuers identified under the HFCAA, or a Commission-Identified Issuer. Therefore, the Company will be delisted and
its securities will be prohibited from being traded “over-the-counter” if it remains identified as a Commission-Identified
Issuer for three consecutive years. Furthermore, on June 22, 2021, the U.S. Senate passed the AHFCAA, which, if enacted, would amend the
HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange or in the OTC trading market
in the U.S. if the issuer remains identified as a Commission-Identified Issuer for two consecutive years instead of three. In the future,
if we do not engage an auditor that is subject to regular inspection by the PCAOB for a period of three years, or two years if the AHFCAA
is enacted, our securities will be prohibited from being traded on a U.S. securities exchange or over-the-counter market, which would
make it difficult for you to sell your common stock. See “Risk Factors – If the Company is identified as a Commission-Identified
Issuer for three consecutive years (or if the AHFCAA is enacted, two years), the Company’s securities will be delisted or prohibited
from trading “over-the-counter” under the Holding Foreign Companies Accountable Act. The delisting or the cessation of trading
“over-the-counter” of the Company’s securities, or the threat of their being delisted or prohibited, may materially
and adversely affect the value and/or liquidity of your investment. Additionally, the inability of the PCAOB to conduct full inspections
or investigations of the Company’s auditor deprives the Company’s investors of the benefits of such inspections or investigations.”

Risk Factors

If the Company remains identified as a Commission-Identified
Issuer for three consecutive years (or if the AHFCAA is enacted, two years), the Company’s securities will be delisted or prohibited
from trading “over-the-counter” under the Holding Foreign Companies Accountable Act. The delisting or the cessation of trading
“over-the-counter” of the Company’s securities, or the threat of their being delisted or prohibited, may materially
and adversely affect the value and/or liquidity of your investment. Additionally, the inability of the PCAOB to conduct full inspections
or investigations of the Company’s auditor deprives the Company’s investors of the benefits of such inspections or investigations.

The Holding Foreign Companies Accountable Act was enacted on December 18,
2020. The HFCAA states that if the SEC determines that an issuer has filed audit reports issued by a registered public accounting firm
that has not been subject to inspection by the PCAOB for three consecutive years, the SEC shall prohibit the securities of the issuer
from being traded on a national securities exchange or in the over-the-counter trading market in the United States.

      4

The Company’s auditor, the independent registered public accounting
firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the United
States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections
to assess its compliance with the applicable professional standards. Since the Company’s auditor is located in Hong Kong, it is
included on a list of audit firms the PCAOB determined it is unable to inspect or investigate completely because of a position taken by
one or more authorities in Hong Kong, and is therefore subject to the PCAOB’s determination and currently not inspected by the PCAOB.

On March 24, 2021, the SEC adopted interim final rules relating
to the implementation of certain disclosure and documentation requirements of the HFCAA. The Company would be required to comply with
these rules if the SEC identifies it as having a “non-inspection” year under a

United States securities and exchange commission logo
April 8, 2022
Yin-Chieh Cheng
President and Chief Executive Officer
Nocera, Inc.
3F (Building B), No. 185, Sec. 1, Datong Rd.,
Xizhi Dist., New Taipei City
221, Taiwan
Re:Nocera, Inc.
Registration Statement on Form S-1
Filed April 1, 2022
File No. 333-264059
Dear Mr. Cheng:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed April 1, 2022
Cover Page
1.We note your revised disclosures in response to prior comment 1. You state that you have
been provisionally identified by the SEC as an issuer under the HFCAA and that you
intend to respond to the SEC by April 20, 2022 to submit support that you should be
removed from this list. Please explain to us the type of evidentiary support you intend to
submit.
Prospectus Summary, page 1
2.You state on page 2 that your Chinese subsidiary, Guizhou Grand Smooth Technology
Ltd., may be involved with RASs manufacturing in the "near future". You also state

 FirstName LastNameYin-Chieh Cheng
 Comapany NameNocera, Inc.
 April 8, 2022 Page 2
 FirstName LastName
Yin-Chieh Cheng
Nocera, Inc.
April 8, 2022
Page 2
on page F-22 that you plan to reinvest your earnings to "potentially continue" business in
mainland China, and we note your new risk factor on page 21 refers to the uncertainties of
operating in China. Please reconcile these statements with your disclosure on page 1
claiming you do not currently have any intentions of conducting operations in China or
Hong Kong. If you are contemplating to operate in either Hong Kong or China, please
revise your disclosures to detail such plans.
Holding Foreign Companies Accountable Act, page 4
3.We acknowledge your revised disclosures in response to prior comment 2 and refer to
your statement that if you do not engage an auditor that is subject to regular inspection by
the PCAOB, your securities "may" be prohibited from a U.S. securities exchange or OTC
trading market. Please revise to explain the conditions that would lead to your securities
being delisted and prohibited from a U.S. securities exchange or OTC trading market.
Please correspondingly revise the twelfth bullet on page 6 and your new risk factor
starting on page 18. With respect to your new risk factor starting on page 18, please also
revise to make sure it is up-to-date and specific to you.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Tyler Howes at 202-551-3370 or Dorrie Yale at 202-551-8776 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Philip Magri, Esq.

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April 1, 2022

VIA EDGAR CORREPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance Office of Life Sciences

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Mr. Tyler Howes and Ms. Dorrie Yale

    Re:
    Nocera, Inc.

    Draft Registration Statement on Form S-1

    Submitted January 25, 2022

    CIK No. 0001756180

Dear Mr. Howes and Ms. Yale:

On behalf of our client, Nocera, Inc. (the
“Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) contained in its letter dated February 10, 2022, relating to the above referenced Draft Registration
Statement on Form S-1 (the “Confidential Submission”). The Company is concurrently submitting an amended registration statement
on Form S-1 (the “Filed Registration Statement”).

For the Staff’s convenience, the Staff’s
comments have been stated below in their entirety in italics, followed by the corresponding responses from the Company. Except for any
page references appearing in the headings or the Staff’s comments (which are references to the Confidential Submission), all page
references herein correspond to the page of the Filed Registration Statement. Capitalized terms used but not defined in this letter have
the meanings ascribed to such terms in the Filed Registration Statement.

Draft Registration Statement on Form S-1 filed January 25, 2022

Cover Page

  1.
  Please disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021 and whether and
how the Holding Foreign Companies Accountable Act and related regulations will affect your company. Your prospectus summary should address,
but not necessarily be limited to, the risks highlighted on the prospectus cover page.

Response:

In response to Staff’s comment, the Company has revised the Registration Statement to disclose the applicability of the Holding Foreign Companies Accountability Act to the Company and its auditors as follows:

On December 16, 2021, the Public Company Accounting Oversight Board (PCAOB) issued a report on its determinations that the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong. The PCAOB made these determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills its responsibilities under the Holding Foreign Companies Accountable Act (HFCAA). Our independent registered public accounting firm is organized under the law of and currently located in Hong Kong and China, and is among those registered public accounting firms listed by the PCAOB Hong Kong Determination announced on December 16, 2021, that the PCAOB is unable to inspect or investigate completely due to the fact it is headquartered in Hong Kong, a Special Administrative Region and dependency of the People’s Republic of China (PRC). Under the HFCAA, our securities may be delisted. In the future, if we do not engage an auditor that is subject to regular inspection by the PCAOB, our securities may be prohibited from a U.S. securities exchange or over-the-counter market. See “Risk Factors – Risks associated with doing business in China – The audit report included in this Amendment is prepared by an auditor who is not inspected by the Public Company Accounting Oversight Board and as such, our investors are deprived of the benefits of such inspection. The Company could be delisted if it is unable to timely meet the PCAOB inspection requirements established by the Holding Foreign Companies Accountable Act.”

Page 2

Prospectus Summary, page 4

  2.
  Disclose that trading in your securities may be prohibited
under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely your auditor,
and that as a result an exchange may determine to delist your securities. Disclose whether your auditor is subject to the determinations
announced by the PCAOB on December 16, 2021.

Response:

“The audit report included in this
prospectus is prepared by an auditor who is not inspected by the Public Company Accounting Oversight Board (PCAOB) and, as such, our
investors are deprived of the benefits of such inspection. In addition, the adoption of any rules, legislations or other efforts to increase
U.S. regulatory access to audit information could cause uncertainty, and we could be delisted if we are unable to meet the PCAOB inspection
requirement in time and be prohibited from trading on a U.S. securities exchange or over-the-counter market.

As a public company
with securities quoted on The Nasdaq Stock Market LLC (“Nasdaq”), we will be required to have our financial statements audited
by an independent registered public accounting firm registered with the PCAOB. A requirement of being registered with the PCAOB is that
if requested by the SEC or PCAOB, such accounting firm is required to make its audits and related audit work papers be subject to regular
inspections to assess its compliance with the applicable professional standards. Since our auditor is located in Hong Kong and China,
a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of the Chinese authorities due to various
state secrecy laws and the revised Securities Law, the PCAOB currently does not have free access to inspect the work of our auditor.
The lack of access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of
the auditors based in China. As a result, the investors may be deprived of the benefits of such PCAOB inspections. The inability of the
PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firms’
audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections.

On December 18, 2020, the Holding Foreign Companies Accountable Act, or HFCAA, was enacted. In essence, the act requires the SEC to prohibit
securities of any foreign companies from being listed on U.S. securities exchanges or over-the-counter markets if a company retains a
foreign accounting firm that cannot be inspected by the PCAOB for three consecutive years, beginning in 2021. Our independent registered
public accounting firm is located in and organized under the laws of Hong Kong and China, a jurisdiction where the PCAOB is currently
unable to conduct inspections without the approval of the Chinese authorities, and therefore our auditors are not currently inspected
by the PCAOB.

On March 24, 2021, the SEC adopted interim final amendments, which will become effective 30 days after publication
in the Federal Register, relating to the implementation of certain disclosure and documentation requirements of the HFCAA. The interim
final amendments will apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a
registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB has determined it is unable to inspect
or investigate completely because of a position taken by an authority in that jurisdiction. Before any registrant will be required to
comply with the interim final amendments, the SEC must implement a process for identifying such registrants. As of the date of this prospectus,
the SEC is seeking public comment on this identification process. Consistent with the HFCAA, the amendments will require any identified
registrant to submit documentation to the SEC establishing that the registrant is not owned or controlled by a government entity in that
jurisdiction, and will also require, among other things, disclosure in the registrant’s annual report regarding the audit arrangements
of, and government influence on, such registrant.

On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies
Accountable Act which, if enacted, would decrease the number of non-inspection years from three years to two, thus reducing the time
period before our securities may be delisted or prohibited from trading.

On November 5, 2021, the SEC approved PCAOB Rule 6100,
Board Determination Under the Holding Foreign Companies Accountability Act, effective immediately. The rule establishes “a framework
for the PCAOB’s determinations under the HFCAA that the PCAOB is unable to inspect or investigate completely registered public
accounting firms located in a foreign jurisdiction because of a position taken by an authority in that jurisdiction.”

       

Page 3

On
December 2, 2021, SEC has announced the adoption of amendments to finalize rules implementing the submission and disclosure requirements
in the HFCAA. The rules apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registered
public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate (Commission-Identified
Issuers). The final amendments require Commission-Identified Issuers to submit documentation to the SEC establishing that, if true, it
is not owned or controlled by a governmental entity in the public accounting firm’s foreign jurisdiction. The amendments also require
that a Commission-Identified Issuer that is a “foreign issuer,” as defined in Exchange Act Rule 3b-4, provide certain additional
disclosures in its annual report for itself and any of its consolidated foreign operating entities. Further, the adopting release provides
notice regarding the procedures the SEC has established to identify issuers and to impose trading prohibitions on the securities of certain
Commission-Identified Issuers, as required by the HFCAA. The SEC will identify Commission-Identified Issuers for fiscal years beginning
after December 18, 2020. A Commission-Identified Issuer will be required to comply with the submission and disclosure requirements in
the annual report for each year in which it was identified. If a registrant is identified as a Commission-Identified Issuer based on
its annual report for the fiscal year ended December 31, 2021, the registrant will be required to comply with the submission or disclosure
requirements in its annual report filing covering the fiscal year ended December 31, 2022.

On December 16, 2021, PCAOB issued
a report on its determinations that PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered
in mainland China and in Hong Kong, a Special Administrative Region of the People’s Republic of China (PRC), because of positions
taken by PRC authorities in those jurisdictions. The PCAOB made these determinations pursuant to PCAOB Rule 6100, which provides a framework
for how the PCAOB fulfills its responsibilities under the HFCAA. The report further listed in its Appendix A and Appendix B, Registered
Public Accounting Firms Subject to the Mainland China Determination and Registered Public Accounting Firms Subject to the Hong Kong Determination,
respectively. The audit report included in this registration statement for the year ended December 31, 2020, was issued by CZD CPA, an
audit firm headquartered in Hong Kong, a jurisdiction that the PCAOB has determined that the PCAOB is unable to conduct inspections or
investigate auditors. Our auditors CZD CPA is among those listed by the PCAOB Hong Kong Determination, a determination announced by the
PCAOB on December 16, 2021 that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered
in Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong
Kong. The lack of access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures
of the auditors based in China. As a result, the investors may be deprived of the benefits of such PCAOB inspections. The inability of
the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firms’
audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections. In
addition, under the HFCAA, our securities may be prohibited from trading on the U.S. stock exchanges or in the over the counter trading
market in the U.S. if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in our
common stock being delisted. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable
Act (“AHFCAA”), which, if enacted, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from
trading on any U.S. stock exchange or in the over the counter trading market in the U.S. if its auditor is not subject to PCAOB inspections
for two consecutive years instead of three. In the future, if we do not engage an auditor that is subject to regular inspection by the
PCAOB, our common stock and warrants may be delisted.

The SEC may propose additional rules or guidance that could impact us if
our auditor is not subject to PCAOB inspection. For example, on August 6, 2020, the President’s Working Group on Financial Markets,
or the PWG, issued the Report on Protecting United States Investors from Significant Risks from Chinese Companies to the then President
of the United States. This report recommended that the SEC implement five recommendations to address companies from jurisdictions that
do not provide the PCAOB with sufficient access to fulfil its statutory mandate. Some of the concepts of these recommendations were implemented
with the enactment of the HFCAA. However, some of the recommendations were more stringent than the HFCAA. For example, if a company was
not subject to PCAOB inspection, the report recommended that the transition period before a company would be delisted would end on January
1, 2022.

The enactment of the HFCAA and the implications of any additional rulemaking efforts to increase U.S. regulatory access
to audit information in China could cause investor uncertainty for affected SEC registrants, including us, and the market price of our
stock could be materially adversely affected. Additionally, whether the PCAOB will be able to conduct inspections of our auditors in
the next three years (or two years if the AHFCAA is enacted) or at all, is subject to substantial uncertainty and depends on a number
of factors out of our control. If we are unable to meet the PCAOB inspection requirement in time, our securities will not be permitted
for trading “over-the counter” either. Such a delisting would substantially impair your ability to sell your common stock
and warrants when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price
of our securities. Also, such a delisting would significantly affect our ability to raise capital on terms acceptable to us, or at all,
which would have a material adverse impact on our business, financial condition and prospects.”

Page 4

  3.
  You state on page 4 that in October 2020, you “divested
[your] operations in China and moved all of [your] technology and back-office operations to Taiwan.” You also state on pages F-8
to F-9 that you created a VIE structure for XFC because “the China and Taiwan (R.O.C.) operating company may in the future engage
in business that may require special licenses in China and which can be an industry that prohibits foreign investment.” Please
clearly disclose here whether you have any current operations located in China or Hong Kong, or whether your current operations are wholly
focused on Taiwan and other countries. If you have any current operations in China or Hong Kong, please

United States securities and exchange commission logo
February 10, 2022
Yin-Chieh Cheng
President and Chief Executive Officer
Nocera, Inc.
3F (Building B), No. 185, Sec. 1, Datong Rd.,
Xizhi Dist., New Taipei City
221, Taiwan
Re:Nocera, Inc.
Draft Registration Statement on Form S-1
Submitted January 25, 2022
CIK No. 0001756180
Dear Mr. Cheng:
            We have limited our review of your draft registration statement to those issues we
have addressed in our 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 filed January 25, 2022
Cover Page
1.Please disclose whether your auditor is subject to the determinations announced by the
PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies
Accountable Act and related regulations will affect your company. Your prospectus
summary should address, but not necessarily be limited to, the risks highlighted on the
prospectus cover page.
Prospectus Summary, page 4
2.Disclose that trading in your securities may be prohibited under the Holding Foreign

 FirstName LastNameYin-Chieh Cheng
 Comapany NameNocera, Inc.
 February 10, 2022 Page 2
 FirstName LastName
Yin-Chieh Cheng
Nocera, Inc.
February 10, 2022
Page 2
Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate
completely your auditor, and that as a result an exchange may determine to delist your
securities. Disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021.
3.You state on page 4 that in October 2020, you "divested [your] operations in China and
moved all of [your] technology and back-office operations to Taiwan."  You also state on
pages F-8 to F-9 that you created a VIE structure for XFC because "the China and Taiwan
(R.O.C.) operating company may in the future engage in business that may require special
licenses in China and which can be an industry that prohibits foreign investment." Please
clearly disclose here whether you have any current operations located in China or Hong
Kong, or whether your current operations are wholly focused on Taiwan and other
countries. If you have any current operations in China or Hong Kong, please revise as
appropriate to clearly disclose them. Please also briefly explain here, and where
appropriate in the Business section, the businesses of Grand Smooth Inc. Limited
and Guizhou Grand Smooth Technology Ltd.
4.Your disclosures in your Notes 13 in your financial statements indicate an intention to
continue conducting business in mainland China. You also state on page 4 that you
divested your Chinese operations in October 2020. Please reconcile your disclosures
and describe any current plans to further expand your business in China.
Risk Factors, page 13
5.We note your disclosures regarding the concentration of your customer revenue, such as
your disclosure on page F-37 that four customers represented 99% of your total revenue
for the nine months ended September 30, 2021, and 100% of your revenue for the prior
nine-month period. Please add a risk factor to discuss this concentration of revenue
(including by reference to the specific percentages), identify by name the customer that
represents more than 52% of your revenues for the nine months ended September 30,
2021, and to the extent the customer is located in mainland China or Hong Kong, disclose
this fact.
Risk Factors, page 14
6.Please add a risk factor to discuss the Holding Foreign Companies Accountable Act, and
disclose that the United States Senate has passed the Accelerating Holding Foreign
Companies Accountable Act, which, if enacted, would decrease the number of “non-
inspection years” from three years to two years, and thus, would reduce the time before
your securities may be prohibited from trading or delisted. Update your disclosure to
reflect that the Commission adopted rules to implement the HFCAA and that, pursuant to
the HFCAA, the PCAOB has issued its report notifying the Commission of its
determination that it is unable to inspect or investigate completely accounting firms
headquartered in mainland China or Hong Kong.

 FirstName LastNameYin-Chieh Cheng
 Comapany NameNocera, Inc.
 February 10, 2022 Page 3
 FirstName LastName
Yin-Chieh Cheng
Nocera, Inc.
February 10, 2022
Page 3
Business
VIE Agreements with XFC, page 48
7.We note your reference that the VIE structure for XFC was used because of a potential
need for special licenses. Please expand your disclosure to specify if Xin Feng
Construction Co., Ltd currently requires, or currently plans to obtain, any licenses
to engage in business in mainland China or Hong Kong. Please include a corresponding
risk factor explaining any material risks that could arise from failing to procure
these licenses, or explain why it is not needed. Please also explain why a VIE structure is
beneficial for obtaining such licenses.
            Please contact Tyler Howes at 202-551-3370 or Dorrie Yale at 202-551-8776 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Philip Magri, Esq.

January 28, 2019
Erik S. Nelson
Chief Executive Officer
Nocera, Inc.
2030 Powers Ferry Road SE Suite #212
Atlanta, GA 30339
Re:Nocera, Inc.
Form 10-12G
Filed October 19, 2018
File No. 000-55993
Dear Mr. Nelson:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Consumer Products

CORRESP
1
filename1.htm

Nocera,
Inc.

December 5, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

Att.: William Thompson

Washington, DC.

Re.:       Nocera,
Inc.

Form 10-12G

File # 000-55993

Dear Division of Corporate Finance:

We have reviewed your comment letter dated
December 4, 2018 and have responded in the following format; we listed your comments first and then our responses. Hopefully
this will assist the Company in meeting compliance with the applicable disclosure requirements.

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 financing 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.

Response: Page 22 of the registration
statement has been updated as requested. A copy of the revised section is as follows:

    Nine Months
    Nine Months

    Ended
    Ended

    September 30, 2018
    September 30, 2017

    Net Cash Used in Operating Activities
    $ 173
    $ —

    Net Cash Provided (Used In) by Investing Activities
    $ —
    $ —

    Net Cash Provided by Financing Activities
    $ 10,310
    $ —

    Net Movement in Cash and Cash Equivalents
    $ 10,483
    $ —

The statement of cash flows has been appropriately
updated.

    P.O. Box 191767, Atlanta, Ga. 31119 (404)-816-9220 Fax (404)-816-8830

    Nocera, Inc.

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.

Response: There is only one (1) promissory
note. The correct date the note was entered into was September 20, 2018. The disclosure in Note 8 has been appropriately revised.

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.

Response: The disclosure has been appropriately
revised to the following:

The Company evaluates convertible
instruments, such as the warrants issued in connection with the Convertible Promissory Note under 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.
At the time of each issuance of the Class A and Class B warrants, the price of our common stock was lower than the exercise prices
of the Class A and Class B warrants.  Therefore, there was no Beneficial Conversion Feature on any of the respective issuance
dates.

The Company has two (2) classes of
warrants authorized; Class A and Class B warrants. The Class A warrants are exercisable into shares of the Company’s common
stock at a price of $0.50 per warrant. The Class B warrants are exercisable into shares of the Company’s common stock at
a price of $1.00 per warrant. The Class A and Class B

    P.O. Box 191767, Atlanta, Ga. 31119 (404)-816-9220 Fax (404)-816-8830

    Nocera, Inc.

warrants are exercisable through
April 16th, 2023 and were assigned a value of $296,347 and $296,122, respectively, using the Black-Scholes options
pricing model, which was recorded as a warrant issuance expense, with a corresponding amount credited directly to equity as additional
paid-in-capital.

When multiple instruments are issued
in a single transaction (unit or simultaneous issuance), the total proceeds from the transaction are allocated among the individual
free-standing instruments identified. With respects to the issuance of the Class A and Class B warrants the Company determined
that the issuance was the result of simultaneous transactions, due to the Class A warrants and Class B warrants each having their
own and separate subscription agreements. The proceeds from each transaction were allocated and recorded based upon the value specified
in each subscription agreement.

The Company has issued the following
warrants, and recorded the following charges in connection with the issuance of the warrants:

Date

Class A Warrants

    Class A Warrant Expense

Class B Warrants

    Class B Warrant Expense

      April 16, 2018
      500,000
    $ 269,502

      April 16, 2018

      500,000
    $ 269,299

      September 20, 2018
      150,000
    $ 26,845

      September 20, 2018

      150,000
      26,823

      Totals
      650,000
    $ 296,347
      650,000
    $ 296,122

Should you have any other issues or questions
in regards to the responses and the amended Form 10-12G, please do not hesitate to contact my office via telephone # (404) 816-8240.

Sincerely,

/s/ Erik Nelson

Erik Nelson,

President

    P.O. Box 191767, Atlanta, Ga. 31119 (404)-816-9220 Fax (404)-816-8830

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.

 FirstName LastNameErik S. Nelson
 Comapany NameNocera, Inc.
 December 4, 2018 Page 2
 FirstName LastName
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 López-Molina, Staff
Attorney, at (202) 551-3792 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products

CORRESP
1
filename1.htm

Nocera,
Inc.

November 29, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

Att.: William Thompson

Washington, DC.

Re.:      Nocera,
Inc.

Form 10-12G

File # 000-55993

Dear Division of Corporate Finance:

We have reviewed your comments and have responded
in the following format; we listed your comments first and then our responses. Hopefully this will assist the Company in meeting
compliance with the applicable disclosure requirements.

 1. You disclose that you are choosing to irrevocably
opt out of the extended transition period for complying with new or revised accounting
standards under Section 102(b)(2) of the JOBS Act. This disclosure is inconsistent with your disclosure in the risk factor regarding
your status as an emerging growth company on page 9, and the risk factor regarding the JOBS Act on page 11, which state you have
elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of
the JOBS Act. Please revise your disclosures for consistency.

RESPONSE: The last sentence
stating that the Company had decided to “irrevocably opt out of the extended…” was erroneously included in the
Form 10, and has such been deleted.

Item 1A: Risk Factors, page 5

 2. We note your disclosure on page 26 regarding a material weakness
in your internal control over financial reporting. Please revise to add a risk factor describing the material
weakness and the actions you are taking, if any, for remediation.

RESPONSE: The following Risk Factor
has been added to the Form 10:

WE
HAVE A MATERIAL WEAKNESS IN OUR CONTROLS AND PROCEDURES

We
have conducted an evaluation of our internal control over financial reporting based on the framework in “Internal Control
Integrated Framework” issued by the

    P.O. Box 191767, Atlanta, Ga. 31119 (404)-816-9220 Fax (404)-816-8830

    Nocera, Inc.

Committee
of Sponsoring Organizations for the Treadway Commission (“COSO”) and published in 2013, and subsequent guidance prepared
by COSO specifically for smaller public companies. Based on that evaluation, management concluded that our internal control over
financial reporting was not sufficient as of December 31, 2017 and 2016, and September 30, 2018 for the reasons discussed below:

A significant deficiency is a deficiency,
or combination of deficiencies in internal control over financial reporting, that adversely affects the entity’s ability
to initiate, authorize, record, process, or report financial data reliably in accordance
with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity’s
financial statements that is more than inconsequential will not be prevented or detected by the entity’s internal control.

A material weakness is a deficiency
or a combination of deficiencies in internal control over financial reporting such
that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements
will not be prevented or detected on a timely basis.

Management identified the following
material weakness and significant deficiencies in its assessment of the effectiveness
of internal control over financial reporting as of December 31, 2017 and September 30, 2018:

 · The Company did not maintain effective controls over certain aspects
of the financial reporting process because we lacked personnel with accounting expertise and an adequate supervisory review structure
that is commensurate with our financial reporting requirements.

 · Material Weakness – Inadequate segregation of duties.

The
management of the Company believes that these material weaknesses will remain until such time that the Company has the resources
to increase the number of personnel committed to the performance of its financial duties that such weaknesses can be specifically
addressed. This will include, but not limited to, the following:

 · Hiring of additional personnel to adequately
segregate financial reporting duties.

 · The retention of outside consultants to
review our controls and procedures

    P.O. Box 191767, Atlanta, Ga. 31119 (404)-816-9220 Fax (404)-816-8830

    Nocera, Inc.

Item 2: Financial Information

Results of Operations for the Year Ended
December 31, 2017 Compared to the Year Ended December 31, 2016

General and Administrative Expenses, page 17

 3. In the last sentence, you disclose that you
incurred $0 in income expense for each year. Please revise to clarify what income expense
represents.

RESPONSE: The sentences referencing income
expense were erroneously included and have been deleted.

 4. Please provide a brief explanation of the factors
underlying the $4,225 increase in General and Administrative expenses during the year
ended December 31, 2018. Please ensure that the other line items discussed throughout your Management's Discussion and Analysis
section disclose the appropriate factors underlying changes between the financial periods presented. Refer to Item 303 of Regulation
S-K.

RESPONSE: The disclosure has been appropriately
revised to include the following:

During the year ended 31, 2017
we incurred $1,175 in Nevada state filing fees compared to $875 in the year ended December 31, 2016, an increase of $300. During
the year ended December 31, 2017 we incurred $3,750.33 in transfer agency fees, compared to $0 in 2016, and increase of $3,750.33
During the year ended December 31, 2017 we incurred $174.67 in miscellaneous administrative expenses, compared with $0 in 2016,
an increase of $174.67

Cash Flow, page 18

 5. You disclose that you had outstanding liabilities
and a stockholders' deficit of $0 at December 31, 2017. However, the balance sheet at December 31, 2017, reflects liabilities and
a stockholders' deficit of $7,725. Please revise.

RESPONSE: This section has been appropriately
revised.

    P.O. Box 191767, Atlanta, Ga. 31119 (404)-816-9220 Fax (404)-816-8830

    Nocera, Inc.

Results of Operations for the Nine Months
Ended September 30, 2018 Compared to the Nine Months Ended September 30, 2017

General and Administrative Expenses, page 20

 6. You disclose that general and administrative expenses for the nine
months ended September 30, 2018 includes interest expense of $2,110. Please explain to us what this interest expense represents
and why the expense is properly classified as a general and administrative expense.

RESPONSE: This section has been
appropriately revised to reflect the proper interest expenses of $10,000 due to a beneficial conversion feature due to the issuance
of a convertible note.

Cash Flow, page 21

 7. You disclose that you had outstanding liabilities and a stockholders'
deficit of $10,546 at September 30, 2018. However, the balance sheet as of September 30, 2018 reflects liabilities of $21,029 and
a stockholders' deficit of $10,546. Please revise. Please note that this comment also applies to your disclosure in the first paragraph
of your discussion of liquidity and capital resources on page 22.

RESPONSE: Both
sections have been revised as follows: “At September 30, 2018, we had cash of $10,483, no assets, no operating business
or other source of income and outstanding liabilities of $21,029, and a stockholders’ deficit of ($10,546).”

 8. The statements of cash flow reflects a net increase in cash of $10,483
for the nine months ended September 30, 2018. Please revise the table of cash flows
on page 21 to reflect the net movement in cash and cash equivalents for the nine months
ended September 30, 2018.

RESPONSE: The table has been appropriately
revised.

 9. You disclose that you generated $310 from investing activities during
the nine months ended September 30, 2018. It appears that net cash provided by investing activities includes the issuance of common
shares and warrants to a related party. Please explain to us why the issuance of common
shares and warrants are properly classified as cash flows from investing activities.

RESPONSE: The financial statements have been appropriately
revised to reflect the cash generated from the sale of common shares and warrants to be classified as a Financing Activity.

    P.O. Box 191767, Atlanta, Ga. 31119 (404)-816-9220 Fax (404)-816-8830

    Nocera, Inc.

Critical Accounting Policies

Recently Issued Accounting Pronouncements, page 24

 10. We note some of effective
dates of recently issued accounting principles assume you opted out of the extended transition period for complying with new or
revised accounting standards under Section 102(b)(2) of the JOBS Act and others assume you opted in to the extended transition
period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act. Please review and revise
the effective dates of the recently issued accounting principles to reflect the correct effective dates applicable to your
election under Section 102(b)(2) of the JOBS Act as applicable. Please note that this comment also relates to your disclosures
in Recent Accounting Pronouncements on pages F-10 and F-22.

RESPONSE:
We have appropriate revised our earlier disclosure to remove the language regarding the opting out of the extended transition period.
As a result, we believe the Critical Accounting Policies disclosure is now appropriate.

Item 5: Directors and Executive Officers, page 30

 11. Please provide a brief description of Mr.
Nelson's experience in evaluating or facilitating mergers or acquisitions. In this
regard, we note your disclosure elsewhere in the filing that "[t]he analysis of new business opportunities will be undertaken
by, or under the supervision of, [y]our Board of Directors."

RESPONSE: The following disclosure has
been added:

As President of Coral
Capital Partner, Mr. Nelson has consulted on several acquisitions and corporate restructurings. This includes the acquisition of
Nexland, Inc. by Winstar Resources, ISNI.net, Inc. by Hawkeye Corp., 3Pea Technologies, Inc. by Tika, Corp., and Digitiliti, Inc.
by Themescapes, Inc. Mr. Nelson served as the President of New NRG, Inc. a startup biodiesel producer from 2007 to 2008. During
2015, Mr. Nelson provided interim management and turnaround services to Lake Shore Tram, Inc. a privately held company that produced
incline tram systems for residential use. Additionally, Mr. Nelson provides due diligence services through his consulting firm,
Coral Capital Partners.

Item 7: Certain Relationships and Related Party Transactions,
page 32

 12. Please revise this section to discuss the
convertible promissory note to a related party disclosed on page 19. Refer to Item
404(d) of Regulation S-K.

RESPONSE: The following disclosure has
been added:

    P.O. Box 191767, Atlanta, Ga. 31119 (404)-816-9220 Fax (404)-816-8830

    Nocera, Inc.

Mr. Nelson also controls
Coral Investment Partners, LP. (“CIP”), which on September 28, 2018 entered into Promissory Note Agreement with the
Company whereby it agreed to loan the Company ten thousand dollars. Under the terms of the Promissory Note Agreement, the outstanding
balance due may be converted into common shares of the Company at a rate of $0.01/share. Additionally, CIP subscribed to One Hundred
Fifty Thousand (150,000) shares of the Company’s common stock, One Hundred Fifty Thousand (150,000) Class A warrants, and
One Hundred Fifty Thousand (150,000) Class B warrants.

Financial Statements

Note 3. A Summary of the Company's Significant
Accounting Policies is as Follows, page F-9

 13. Please tell us your consideration of disclosing the adoption of
ASU 2016-15, ASU 2016- 18 and ASU 2017-01 in accordance with ASC 250. Please note that
this comment also applies to Recent Accounting Pronouncements on page F-22.

RESPONSE: The Company
has reviewed the applicable Accounting Standards Updates for a determination of their applicability to the Company, and appropriately
updated the Recently Issued Accounting Pronouncements of Form 10-12G and financial statements.

Note 8. Subsequent Events, page F-12

 14. Please revise your disclosure in the second paragraph to clarify
that 2018 Nelson Fiorino Holdings, LLC. subscribed to one million (1,000,000) shares of common stock. Please note that this comment
also applies to your disclosure in Note 6 on page F-24 and Note 9 on page F-25.

RESPONSE: The respective notes have been
appropriately updated to read “…subscribed to One Million (1,000,000) common shares,”

Balance Sheets, page F-16

 15. Please revise the number of shares of common stock outstanding at December 31, 2017 to
reflect the stock splits disclosed in Note 6. Please refer to ASC 505-10-S99-4.

RESPONSE: The financial statements have
been appropriately updated.

    P.O. Box 191767, Atlanta, Ga. 31119 (404)-816-9220 Fax (404)-816-8830

    Nocera, Inc.

Note 6. Common Stock, page F-24

 16. Please disclose the consideration received for the issuance of the common shares and warrants
issued to 2018 Nelson Fiorino Holdings, LLC. and Coral Investment Partners L.P.

RESPONSE: The disclosure has been appropriately
revised.

Note 7. Warrants, page F-25

 17. Please tell us why the issuance of warrants resulted in an expense of $592,469, and how
the amount was determined.

RESPONSE: The note has been appropriately
updated as follows:

The warrant expense was calculated
utilizing the Black-Scholes Options Pricing Model. We utilized the following inputs in our Black-Scholes calculation:

 · Number of Warrants Issued

 · Historical stock price data

 · Warrant Exercise Price

 · Term of Warrants

 · Bond Equivalent Discount Rate

Note 9. Related party Transactions, page F-25

 18. The expenses funded by Erik S. Nelson and the stock transfer fees
incurred for each period presented exceed the total amounts recognized as general
and administrative expenses. Please advise.

RESPONSE: Please see
below for an explanation:

For the nine month period
ending September 30, 2017

The difference between
the amount of funds advanced, and expenses from Mountain Share Transfer, and the expenses incurred by the company is $2,625. This
is the result of the payment of past due Nevada State Annual Registration fees for the years of 2014, 2015, 2016, in the amount
of $875 per year for a total of $2,625.

For the nine month period
ending September 30, 2018

The difference between
the amount of funds advanced, and expenses from Mountain Share Transfer, and the expenses incurred by the company is $173. This
a result of $200 advanced to the Company to open its checking account, and a $27 check order fee.

    P.O. Box 191767, Atlanta, Ga. 31119 (404)-816-9220 Fax (404)-816-8830

    Nocera, Inc.

General

 19. We note your disclosure that you are a publicly quoted shell company. It appears, however, that
OTC Markets Group Inc. has discontinued the display of quotes for your securities
because your securities have been labeled "Caveat Emptor (Buyer Beware)." Please disclose this fact in your filing, and
include related risk factor disclosure.

RESPONSE: The following
risk factor has been added to the Form 10.

OTC MARKETS CURRENTLY DISPLAYS
CAVEAT EMPTOR STATUS

OTC Markets Group Inc. ("OTC
Markets") has discontinued the display of quotes on www.otcmarkets.com for this security because it has been labeled Caveat
Emptor (Buyer Beware). OTC Markets Group designates certain securities as “Caveat Emptor” and places a skull and crossbones
icon next to the stock symbol to inform investors that there may be reason to exercise additional caution and perform thorough
due diligence before making an investment decision in that security.

OTC Markets will resume the display
of this security’s quotes once adequate current information is made available by the issuer pursuant to the Alternative Reporting
Standard or by the SEC Reporting Standard, and until OTC Markets believes there is no longer a public interest concern. Investors
are encouraged to use caution and due diligence in thei

November 15, 2018
Erik S. Nelson
Chief Executive Officer
Nocera, Inc.
2030 Powers Ferry Road SE
Suite #212
Atlanta, GA 30339
Re:Nocera, Inc.
Form 10-12G
Filed October 19, 2018
File No. 000-55993
Dear Mr. Nelson:
            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 filed October 19, 2018
Item 1: Description of Business
Jumpstart Our Business Startups Act, page 1
1.You disclose that you are choosing to irrevocably opt out of the extended transition period
for complying with new or revised accounting standards under Section 102(b)(2) of the
JOBS Act.  This disclosure is inconsistent with your disclosure in the risk factor regarding
your status as an emerging growth company on page 9, and the risk factor regarding the
JOBS Act on page 11, which state you have elected to use the extended transition period
for complying with new or revised accounting standards under Section 102(b)(2) of the
JOBS Act.  Please revise your disclosures for consistency.

 FirstName LastNameErik S. Nelson
 Comapany NameNocera, Inc.
 November 15, 2018 Page 2
 FirstName LastNameErik S. Nelson
Nocera, Inc.
November 15, 2018
Page 2
Item 1A: Risk Factors, page 5
2.We note your disclosure on page 26 regarding a material weakness in your internal
control over financial reporting. Please revise to add a risk factor describing the material
weakness and the actions you are taking, if any, for remediation.
Item 2: Financial Information
Results of Operations for the Year Ended December 31, 2017 Compared to the Year Ended
December 31, 2016
General and Administrative Expenses, page 17
3.In the last sentence, you disclose that you incurred $0 in income expense for each year.
Please revise to clarify what income expense represents.
4.Please provide a brief explanation of the factors underlying the $4,225 increase in General
and Administrative expenses during the year ended December 31, 2018.  Please ensure
that the other line items discussed throughout your Management's Discussion and
Analysis section disclose the appropriate factors underlying changes between the financial
periods presented.  Refer to Item 303 of Regulation S-K.
Cash Flow, page 18
5.You disclose that you had outstanding liabilities and a stockholders' deficit of $0 at
December 31, 2017.  However, the balance sheet at December 31, 2017, reflects liabilities
and a stockholders' deficit of $7,725.  Please revise.
Results of Operations for the Nine Months Ended September 30, 2018 Compared to the Nine
Months Ended September 30, 2017
General and Administrative Expenses, page 20
6.You disclose that general and administrative expenses for the nine months ended
September 30, 2018 includes interest expense of $2,110.  Please explain to us what this
interest expense represents and why the expense is properly classified as as a general and
administrative expense.
Cash Flow, page 21
7.You disclose that you had outstanding liabilities and a stockholders' deficit of $10,546 at
September 30, 2018.  However, the balance sheet as of September 30, 2018 reflects
liabilities of $21,029 and a stockholders' deficit of $10,546.  Please revise.  Please note
that this comment also applies to your disclosure in the first paragraph of your discussion
of liquidity and capital resources on page 22.
8.The statements of cash flow reflects a net increase in cash of $10,483 for the nine months
ended September 30, 2018.  Please revise the table of cash flows on page 21 to reflect the
net movement in cash and cash equivalents for the nine months ended September 30,

 FirstName LastNameErik S. Nelson
 Comapany NameNocera, Inc.
 November 15, 2018 Page 3
 FirstName LastNameErik S. Nelson
Nocera, Inc.
November 15, 2018
Page 3
2018.
9.You disclose that you generated $310 from investing activities during the nine months
ended September 30, 2018.  It appears that net cash provided by investing activities
includes the issuance of common shares and warrants to a related party.  Please explain to
us why the issuance of common shares and warrants are properly classified as cash flows
from investing activities.
Critical Accounting Policies
Recently Issued Accounting Pronouncements, page 24
10.We note some of effective dates of recently issued accounting principles assume you
opted out of the extended transition period for complying with new or revised accounting
standards under Section 102(b)(2) of the JOBS Act and others assume you opted in to
the extended transition period for complying with new or revised accounting standards
under Section 102(b)(2) of the JOBS Act.  Please review and revise the effective dates of
the recently issued accounting principles to reflect the correct effective dates applicable to
your election under Section 102(b)(2) of the JOBS Act as applicable.  Please note that this
comment also relates to your disclosures in Recent Accounting Pronouncements on pages
F-10 and F-22.
Item 5: Directors and Executive Officers, page 30
11.Please provide a brief description of Mr. Nelson's experience in evaluating or facilitating
mergers or acquisitions.  In this regard, we note your disclosure elsewhere in the filing
that "[t]he analysis of new business opportunities will be undertaken by, or under the
supervision of, [y]our Board of Directors."
Item 7: Certain Relationships and Related Party Transactions, page 32
12.Please revise this section to discuss the convertible promissory note to a related party
disclosed on page 19.  Refer to Item 404(d) of Regulation S-K.
Financial Statements
Note 3. A Summary of the Company's Significant Accounting Policies is as Follows, page F-9
13.Please tell us your consideration of disclosing the adoption of ASU 2016-15, ASU 2016-
18 and ASU 2017-01 in accordance with ASC 250.  Please note that this comment also
applies to Recent Accounting Pronouncements on page F-22.
Note 8. Subsequent Events, page F-12
14.Please revise your disclosure in the second paragraph to clarify that 2018 Nelson Fiorino
Holdings, LLC. subscribed to one million (1,000,000) shares of common stock.  Please
note that this comment also applies to your disclosure in Note 6 on page F-24 and Note 9
on page F-25.

 FirstName LastNameErik S. Nelson
 Comapany NameNocera, Inc.
 November 15, 2018 Page 4
 FirstName LastName
Erik S. Nelson
Nocera, Inc.
November 15, 2018
Page 4
Balance Sheets, page F-16
15.Please revise the number of shares of common stock outstanding at December 31, 2017 to
reflect the stock splits disclosed in Note 6.  Please refer to ASC 505-10-S99-4.
Note 6. Common Stock, page F-24
16.Please disclose the consideration received for the issuance of the common shares and
warrants issued to 2018 Nelson Fiorino Holdings, LLC. and Coral Investment Partners
L.P.
Note 7. Warrants, page F-25
17.Please tell us why the issuance of warrants resulted in an expense of $592,469, and how
the amount was determined.
Note 9. Related party Transactions, page F-25
18.The expenses funded by Eric S. Nelson and the stock transfer fees incurred for each
period presented exceed the total amounts recognized as general and administrative
expenses.  Please advise.
General
19.We note your disclosure that you are a publicly quoted shell company.  It appears,
however, that OTC Markets Group Inc. has discontinued the display of quotes for your
securities because your securities have been labeled "Caveat Emptor (Buyer Beware)."
Please disclose this fact in your filing, and include related risk factor disclosure.

            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 López-Molina, Staff
Attorney, at 202-551-3792 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products