UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
FOR THE QUARTERLY PERIOD ENDED
OR
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO ___________
COMMISSION FILE NO.:
(Exact name of registrant as specified in charter)
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| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
(Address of principal executive offices and zip code)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) |
Name of each exchange on which
registered |
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The
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Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “small reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ | |
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Smaller reporting company
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Emerging growth company
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If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
¨
No
There were shares outstanding of the registrant’s common stock, par value $0.001 per share, as of November 14, 2025.
TABLE OF CONTENTS
| Cautionary Statement Regarding Forward-Looking Statements | 3 | |
| PART I | FINANCIAL INFORMATION | 4 |
| ITEM 1. | INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) | 4 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 25 |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 41 |
| ITEM 4. | CONTROLS AND PROCEDURES | 41 |
| PART II | OTHER INFORMATION | 44 |
| ITEM 1. | LEGAL PROCEEDINGS | 43 |
| ITEM 1A. | RISK FACTORS | 43 |
| ITEM 2 | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 43 |
| ITEM 3 | DEFAULTS UPON SENIOR SECURITIES | 43 |
| ITEM 4 | MINE SAFETY DISCLOSURES | 43 |
| ITEM 5 | OTHER INFORMATION | 43 |
| ITEM 6 | EXHIBITS | 44 |
| SIGNATURES | 45 | |
| 2 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” and “continue” or the negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees of future performance. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.
We cannot predict all the risks and uncertainties that may impact our business, financial condition or results of operations. Accordingly, the forward-looking statements in this Quarterly Report on Form 10-Q should not be regarded as representations that the results or conditions described in such statements will occur or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or projected future results of our operations, including statements about potential acquisition or merger targets, strategies or plans; business strategies; prospects; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results; and any other statements that are not historical facts.
These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to a variety of factors and risks, including, but not limited to, those set forth under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on May 6, 2025, as amended on June 4, 2025 and June 20, 2025.
Many of those risk factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
| 3 |
PART I FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
NOCERA, INC.
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in US Dollars except for Number of Shares)
|
September 30,
2025 |
December 31,
2024 |
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| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ |
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$ |
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| Accounts receivable |
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| Advance to suppliers |
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| Prepaid expenses and other assets, net |
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| Financial assets at fair value through profit or loss |
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| Total current assets |
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| Investment |
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| Property and equipment, net |
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| Intangible assets - customer relations |
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| Goodwill |
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| Other non-current asset |
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| Total assets | $ |
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$ |
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| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Other payables and accrued liabilities | $ |
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$ |
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| Advance receipts |
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| Due to related parties |
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| Warrant liability |
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| Long-term secured other borrowing – current portion |
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| Dividend payable |
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| Income tax payable |
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| Total current liabilities |
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| Long-term secured other borrowing |
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| Total liabilities |
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| Commitments and contingencies (Note 19) | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock ($ par value; authorized shares; shares and shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively) |
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| Preferred stock ($ par value; authorized shares; Series A Preferred Stock, shares authorized, shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively; Series B Preferred Stock, shares authorized, shares issued and outstanding as of September 30, 2025) |
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| Additional paid-in capital |
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| Statutory and other reserves |
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| Accumulated losses |
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| Accumulated other comprehensive income |
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| Total Nocera, Inc.’s stockholders’ equity |
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| Non-controlling interests |
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| Total stockholders’ equity |
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| Total liabilities and stockholders’ equity | $ |
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$ |
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See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements.
| 4 |
NOCERA, INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Stated in US Dollars except for Number of Shares)
(UNAUDITED)
|
Three months ended
September 30, |
Nine months ended
September 30, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Net sales |
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| Cost of sales |
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| Gross profit |
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| Operating expenses | ||||||||||||||||
| General and administrative expenses |
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| Total operating expenses |
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| Loss from operations |
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(
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| Other (expense) income |
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| Loss before income taxes |
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| Income tax (expense) benefit |
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| Net loss |
(
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(
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(
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(
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| Less: Net loss attributable to non-controlling interests |
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| Net loss attributable to the company |
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| Comprehensive loss | ||||||||||||||||
| Net loss |
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(
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| Foreign currency translation (loss) gain |
(
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(
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(
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| Total comprehensive loss |
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(
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| Less: comprehensive loss attributable to non-controlling interest |
(
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| Less: Foreign currency translation (loss) gain attributable to noncontrolling interest |
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| Comprehensive loss attributable to the Company |
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| Loss per share | ||||||||||||||||
| Basic |
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| Diluted |
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| Weighted average number of common shares outstanding | ||||||||||||||||
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| Diluted |
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See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements.
| 5 |
NOCERA, INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in US Dollars except for Number of Shares)
(UNAUDITED)
| Nine months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| $ | $ | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss |
(
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| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Depreciation expenses |
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| Amortization of intangible assets |
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| Loss on fair value change of financial assets at FVTPL |
(
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| Loss on disposal of SY Culture |
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| Share of profit of associates |
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| Share-based compensation |
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| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable |
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| Inventories |
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(
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| Advance to suppliers |
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| Prepaid expenses and other assets, net |
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(
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| Other non-current assets |
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| Advance receipts |
(
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| Other payables and accrued liabilities |
(
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(
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| Income tax payable |
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| Warrant Liability |
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| Net cash used in operating activities |
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| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment |
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| Purchase of financial assets at FVTPL |
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| Proceeds from disposal of financial assets at FVTPL |
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| Disposal of subsidiary |
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| Net cash inflow from acquisition of a subsidiary |
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| Acquisition of associate |
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| Net cash (used in) provided by investing activities |
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| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of common stock |
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| Proceeds from issuance of preferred stock, net |
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| Repayment of short-term bank loan |
(
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| Net cash provided by (used in) financing activities |
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| Effect of exchange rate changes on cash and cash equivalents |
(
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(
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| Net Increase(decrease) in cash and cash equivalents |
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| Cash and cash equivalents at beginning of period |
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| Cash and cash equivalents at end of period |
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| Supplemental disclosures of cash flow information | ||||||||
| Cash paid for interest expenses |
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| Cash paid for Income taxes |
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See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements.
| 6 |
NOCERA, INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Stated in US Dollars except Number of Shares)
(UNAUDITED)
| Common Stock | Preferred stock |
Additional
Paid-in |
Statutory
and other |
Accumulated |
Accumulated
Other Comprehensive |
Total
Nocera Inc.’s Stockholders’ Equity |
Non-
controlling |
Total
Stockholders’ Equity |
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| Stock | Amount | Stock | Amount | Capital | Reserves | Loss | Loss | (Deficit) | Interests | (Deficit) | |||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Balance, January 1, 2024 |
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(
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| Foreign currency translation Adjustments | – | – |
(
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(
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(
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(
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| Common stock issuance |
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– |
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| Share-based compensation | – | – |
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| Net loss | – | – |
(
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(
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| Balance, March 31, 2024 |
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| Foreign currency translation adjustments | – | – |
(
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(
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| Common stock issuance |
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– |
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| Share-based compensation | – | – |
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| Net loss | – | – |
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| Balance, June 30, 2024 |
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| Foreign currency translation adjustments | – | – |
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| Common stock issuance |
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– |
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| Share-based compensation | – | – |
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| Net loss | – | – |
(
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(
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| Balance, September 30, 2024 |
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| Balance, January 1, 2025 |
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| Foreign currency translation Adjustments | – | – |
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| Common stock issuance |
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| Net loss | – | – |
(
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(
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| Balance, March 31, 2025 |
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| Foreign currency translation adjustments | – | – |
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| Common stock issuance |
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– |
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| Net loss | – | – |
(
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(
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| Balance, June 30, 2025 |
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| Foreign currency translation Adjustments | – | – |
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| Preferred stock issuance | – |
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| Net loss | – | – |
(
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(
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(
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| Balance, September 30, 2025 |
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(
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See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements.
| 7 |
NOCERA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 PRINCIPAL ACTIVITIES AND ORGANIZATION
The consolidated financial statements include the financial statements of Nocera, Inc. (“Nocera” or the “Company”) and its subsidiaries, Grand Smooth Inc. Limited (“GSI”) and Guizhou Grand Smooth Technology Ltd. (“GZ GST”) and Meixin Institutional Food Development Co., Ltd. (“Meixin”), and Shanghai Nocera Culture Co., Ltd. (“Shanghai Nocera”) that is controlled through contractual arrangements. The Company, GSI, GZ GST and Mexin are collectively referred to as the “Company”.
Nocera was incorporated in the State of Nevada on February 1, 2002 and is based in New Taipei City, Taiwan (R.O.C.). It did not engage in any operations and was dormant from its inception until its reverse merger with GSI on December 31, 2018.
Corporate History
Effective December 31, 2018, Nocera completed a reverse merger transaction (the “Reverse Merger”) pursuant to an Agreement and Plan of Merger (the “Agreement”), with (i) GSI, (ii) GSI’s shareholders, Yin-Chieh Cheng and Bi Zhang, who together owned shares constituting 100% of the issued and outstanding ordinary shares of GSI (the “GSI Shares”) and (iii) GSI Acquisition Corp. Under the terms of the Agreement, the GSI shareholders transferred to Nocera all of the GSI Shares in exchange for the issuance of 10,000,000 shares of Nocera’s common stock (the “Share Exchange”). As a result of the Reverse Merger, GSI became Nocera’s wholly-owned subsidiary and Yin-Chieh Cheng and Bi Zhang, the former shareholders of GSI, became Nocera’s controlling shareholders. The Share Exchange with GSI was accounted for as a reverse merger, with GSI as the accounting acquirer and Nocera as the acquired party.
GSI is a limited company established under the laws and regulations of Hong Kong on August 1, 2014, and is a holding company without any operations.
On November 13, 2018, GSI incorporated GZ GST in PRC with registered capital of US$15,000.
On January 4, 2024, GSI established a wholly-owned foreign enterprise (“WOFE”) in PRC, named Shanghai Nocera Culture Co., Ltd. (“Shanghai Nocera”), with a registered capital of RMB$500,000. Shanghai Nocera was formed to support the Company’s strategic initiatives in China, primarily focusing on identifying and executing potential acquisition opportunities to expand the Company’s business presence in the region.
The VIE Agreements with Meixin
On September 7, 2022, we entered into a series
of contractual agreements (collectively, the “Meixin VIE Agreements”) with the majority stockholder (the “Selling Stockholder”)
of Meixin Institutional Food Development Co., Ltd., a Taiwan corporation and a food processing and catering company (“Meixin”),
and Meixin, of which we purchased
The VIE Agreements with Xinca
On January 31, 2024, we entered into a Variable
Interest Entity Purchase Agreement (“Xinca Purchase Agreement”) with Zhejiang Xinca Mutual Entertainment Culture Media Co.,
Ltd. (“Xinca”), a domestic funded limited liability company registered in China (P.R.C). The Xinca Purchase Agreement was
entered into by our wholly-owned subsidiary and foreign enterprise, Shanghai Nocera Culture Co., Ltd. (“WFOE”), through a
series of contractual agreements (“VIE Agreements”), in which we exchanged
shares of our restricted common stock
for a
| 8 |
| (1) | Voting Rights Proxy Agreement & Power of Attorney |
Zong Hui and Upward Software (Shanghai) Co., Ltd. (the “Existing Stockholders”) have irrevocably authorized us, or the individual then designated by us (the “Attorney”), to exercise, on their behalf, the following rights available to them in their capacity as stockholders of Xinca under the then-effective articles of association of Xinca (collectively, the “Powers”): (a) to propose the convening of, and attend, stockholders’ meetings in accordance with the articles of association of Xinca on behalf of the Existing Stockholders; (b) to exercise voting rights on behalf of the Existing Stockholders on all matters required to be deliberated and resolved by the stockholders’ meeting, including, without limitation, the appointment and election of the directors and other executives to be appointed and removed by the stockholders of Xinca, and the sale or transfer of all or part of the equity held by stockholders in Xinca; (c) to exercise other stockholders’ voting rights under the articles of association of Xinca (including any other stockholders’ voting rights stipulated upon an amendment to such articles of association); and (d) other voting rights that stockholders shall enjoy under the laws of the People’s Republic of China, as amended, revised, supplemented, and re-enacted, regardless of whether they take effect before or after the conclusion of this Agreement. The Existing Stockholders shall not revoke the authorization and entrustment accorded to the Attorney unless we issue a written notice requesting the replacement of the Attorney. In such event, the Existing Stockholders shall immediately appoint such other person as we designate to exercise the foregoing Powers, and such new authorization and entrustment shall supersede, immediately upon its grant, the original authorization and entrustment.
| (2) | Exclusive Business Cooperation Agreement |
We agree to provide technical consulting and services, including management consulting services, general and financial advisory services, and various general and administrative services (collectively, the “Target Business”), to Xinca as its exclusive technical consulting and service provider in accordance with the terms set forth in this Agreement. Xinca agrees to accept the technical consulting and services provided by us. Xinca further agrees that, without our prior written consent, it shall not accept any technical consulting or services identical or similar to the Target Business from any third party during the term of this Agreement.
| (3) | Equity Pledge Agreement |
Under the Equity Interest Pledge Agreement between us and Zong Hui and Upward Software (Shanghai) Co., Ltd., the stockholders of Xinca have pledged all of their equity interests in Xinca to us to guarantee the performance of Xinca’s obligations under the Exclusive Business Cooperation Agreement. Under the terms of the agreement, in the event that Xinca or the stockholders breach their respective contractual obligations under the Exclusive Business Cooperation Agreement, we, as the pledgee, will be entitled to certain rights, including, but not limited to, the right to collect dividends generated by the pledged equity interests.
| (4) | Exclusive Call Option Agreement |
Xinca and its stockholders, Zong Hui and Upward Software (Shanghai) Co., Ltd., have entered into an Exclusive Call Option Agreement with us. Under this agreement, the Xinca stockholders have irrevocably granted us (or our designee) an exclusive option to purchase, to the extent permitted under the laws of China, part or all of their equity interests in Xinca. According to the Exclusive Call Option Agreement, the purchase price shall be the minimum price permitted under applicable Chinese law at the time the share transfer occurs.
The Equity Purchase Agreements with SY Culture
On April 14, 2024, we entered into a Equity Purchase
Agreement with Hangzhou SY Culture Media Co. Ltd. (“SY Culture Purchase Agreement”), a domestic funded limited liability company
registered in China (P.R.C). The SY Culture Purchase Agreement was entered into byGZ GST, in which we exchanged
shares of our
restricted common stock for a 100% equity in SY Culture. On June 5, 2025, we entered into a Equity Transfer Agreement with Yuechi Technology
Limited (the “Purchaser”), in which we sold our controlling interest of SY Culture, to the Purchaser for a total purchase
cash price of $
| 9 |
Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICY
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC for interim financial information. Accordingly, these financial statements do not include all of the information and footnotes required for complete financial statements and should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on May 6, 2025, as amended on June 4, 2025 and June 20, 2025.
In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair presentation of the Company’s unaudited condensed consolidated financial position as of September 30, 2025, its consolidated results of operations for the nine months ended September 30, 2025, cash flows for the nine months ended September 30, 2025 and change in equity for the nine months ended September 30, 2025, as applicable, have been made. Operating results for the nine months ended September 30, 2025 are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2025 or any future periods.
Concentrations of Credit Risk
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of accounts receivable. The Company conducts credit evaluations of its customers and suppliers and generally does not require collateral or other security from them. The Company evaluates its collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.
There were seven customers who represent
The following table sets forth a summary of single customers who represent 10% or more of the Company’s total accounts receivable, net:
|
September 30,
2025 |
December 31,
2024 |
|||||||
| ( Unaudited ) | ( Audited ) | |||||||
| Percentage of the Company’s accounts receivable | ||||||||
| Customer A |
|
|
||||||
| Customer B |
|
|
||||||
| Customer C |
|
|
||||||
| Customer D |
|
|
||||||
|
|
|
|||||||
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers.”
The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies the following steps:
| · | Step 1: Identify the contract(s) with a customer | |
| · | Step 2: Identify the performance obligations in the contract | |
| · | Step 3: Determine the transaction price | |
| · | Step 4: Allocate the transaction price to the performance obligation in the contract | |
| · | Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation |
| 10 |
The Company mainly offers and generates revenue from the fish trading business, bento box and fruit and vegetable processing business, and E-commerce live streaming business. Revenue recognition policies are discussed as follows:
Aquatic product trading revenue
The Company engages in the trading of fish, primarily eels. Revenue is generated when the Company receives customer orders specifying product types and requirements. Upon receiving an order, the Company arranges the harvesting of the eels, inspects the products to ensure compliance with the customer’s specifications, and coordinates delivery. Revenue is recognized at a point in time when control of the goods is transferred to the customer, typically upon delivery, which is the point at which the performance obligation is satisfied.
Bento box and produce processing revenue
The Company also operates a bento box and fresh produce processing business, primarily involving vegetables and fruits. The revenue recognition model for this segment is similar to the aquatic product trading business. Upon receiving customer orders, the Company processes and packages the required food or agricultural products, ensures product quality and conformity to order specifications, and arranges delivery. Revenue is recognized at a point in time, generally upon the transfer of the processed goods to the customer.
E-commerce live-streaming commission revenue
The Company acts as an agent in facilitating the sale of third-party products through live-streaming e-commerce platforms. The Company does not take control of the goods sold, and commission revenue is recognized on a net basis. Revenue is recognized at the point in time when the underlying product is sold and shipment is confirmed by the seller, which indicates the Company has fulfilled its performance obligation of facilitating the sale.
The Company does not have amounts of contract assets since revenue is recognized as control of goods is transferred. The contract liabilities consist of advance payments from customers and deferred revenue. Advance payments from customers are expected to be recognized as revenue within 12 months. Deferred revenue is expected to be recognized as revenue within 12 months.
Recent Accounting Pronouncements
The FASB issued several updates during the period, but none of these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on the consolidated financial statements upon adoption.
Note 3 ACCOUNTS RECEIVABLE
As of September 30, 2025 and December 31, 2024, accounts receivable consisted of the following:
|
September 30,
2025 |
December 31,
2024 |
|||||||
| (Unaudited) | (Audited) | |||||||
| $ | $ | |||||||
| Accounts receivable |
|
|
||||||
| Total |
|
|
||||||
For the nine months ended September 30, 2025 and for the year ended December 31, 2024, the Company has recorded provision for credit loss.
| 11 |
Note 4 ADVANCE TO SUPPLIERS
Balances of advances to suppliers were $
Note 5 PREPAID EXPENSES AND OTHER ASSETS, NET
|
September 30,
2025 |
December 31,
2024 |
|||||||
| (Unaudited) | (Audited) | |||||||
| $ | $ | |||||||
| Prepaid Expenses |
|
|
||||||
| Other receivables from third parties |
|
|
||||||
| Prepaid expenses and other assets, net |
|
|
||||||
Other receivables as of September 30, 2025 and
December 31, 2024 were $
Other receivables from third parties primarily
consist of advance payment to e-commerce live stream receivables which total $
Note 6 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
The fair value of each investment in equity instrument to be measured at fair value through profit or loss is as follows:
|
September 30,
2025 |
December 31,
2024 |
|||||||
| (Unaudited) | (Audited) | |||||||
| Financial assets mandatorily measured at fair value through profit or loss | $ | $ | ||||||
| Funds |
|
|
||||||
| Total |
|
|
||||||
| Current |
|
|
||||||
| Non-Current |
|
|
||||||
| Total |
|
|
||||||
Net loss of $
As of December 31, 2024, no financial assets at fair value through profit or loss were pledged with banks as collateral..
| 12 |
Note 7 PROPERTY AND EQUIPMENT, NET
As of September 30, 2025 and December 31, 2024, property and equipment consisted of the following:
|
September 30,
2025 |
December 31,
2024 |
|||||||
| (Unaudited) | (Audited) | |||||||
| $ | $ | |||||||
| Land |
|
|
||||||
| Equipment |
|
|
||||||
| Less: Accumulated depreciation |
(
|
) |
(
|
) | ||||
| Property and equipment, net |
|
|
||||||
Depreciation expenses were $
Note 8 GOODWILL AND OTHER INTANGIBLE ASSETS GOODWILL
As of September 30, 2025 and December 31, 2024, goodwill consisted of the following:
Goodwill
|
September 30,
2025 |
December 31,
2024 |
|||||||
| (Unaudited) | (Audited) | |||||||
| $ | $ | |||||||
| Goodwill - Meixin |
|
|
||||||
| Goodwill - Xinca |
|
|
||||||
| Goodwill – SY Culture |
|
|
||||||
| Less: Accumulated amortization |
(
|
) |
(
|
) | ||||
| Goodwill, net |
|
|
||||||
Customer relations
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| $ | $ | |||||||
| Acquisitions |
|
|
||||||
| Less: Accumulated amortization |
(
|
) |
(
|
) | ||||
| Customer relations, net |
|
|
||||||
| 13 |
Note 9 OTHER BORROWINGS
Other borrowings consisted of the following:
|
September 30,
2025 |
December 31,
2024 |
|||||||
| (Unaudited) | (Audited) | |||||||
| Secured car loan from CITIC Bank wholly repayable | $ |
|
$ |
|
||||
| Total secured car loan wholly repayable within 1 year |
|
|
||||||
| Secured car loan from CITIC Bank wholly repayable more than 1 year |
|
|
||||||
| Total | $ |
|
$ |
|
||||
Note 10 WARRANTS
In connection with a public offering and pursuant to a registration statement on Form S-1, as amended (File No. 333-264059), originally filed with the SEC on April 1, 2022, and declared effective on August 10, 2022 , the Company issued units consisting of one share of common stock and a warrant to purchase two shares of common stock from the date of issuance until the fifth anniversary of the date of issuance. The public offering price of each unit was $3.50. The common shares and the warrants comprising the units were immediately separable and issued separately in the offering, which closed on August 15, 2022.
In connection with the public offering and pursuant to the underwriting
agreement between us and the underwriters named therein, we granted the underwriters a 45-day option to purchase up to 282,000 additional
shares of common stock and warrants, equivalent to 15% of the units sold in the public offering, at the public offering price per unit,
less underwriting discounts and commissions, to cover over-allotments, if any. On September 23, 2022, the underwriters exercised their
option to purchase an additional
The following is a reconciliation of the beginning and ending balances of warrants liability measured at fair value on a recurring basis using Level 3 inputs:
|
September 30,
2025 |
December 31,
2024 |
|||||||
| $ | $ | |||||||
| Balance at the beginning of period |
|
|
||||||
| Fair value change of warrants included in earnings |
|
(
|
) | |||||
| Balance at the end of period |
|
|
||||||
| 14 |
The following is a summary of the warrant activity:
|
Number of Warrants |
Average Exercise Price |
Weighted Average Remaining Contractual Term in Years |
||||||||||
| Outstanding at January 1, 2025 |
|
|
||||||||||
| Exercisable at January 1, 2025 |
|
|
||||||||||
| Granted |
|
|
– | |||||||||
| Exercised / surrendered |
|
|
– | |||||||||
| Expired |
|
|
– | |||||||||
| Outstanding at September 30, 2025 |
|
|
||||||||||
| Exercisable at September 30, 2025 |
|
|
||||||||||
Note 11 LEASES
The Company has two non-cancelable lease agreements for certain of the office and accommodation as well as fish farming containers for research and develop advanced technology for water circulation applying in fishery with original lease periods expiring between 2024 and 2025. The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. The Company recognizes rental expense on a straight-line basis over the lease term.
The components of lease expense for the nine months ended September 30, 2025 and September 30, 2024 were as follows:
| Statement of Income Location |
Nine months ended
September 30, 2025 |
Nine months ended
September 30, 2024 |
|||||||||
| (Unaudited) | (Unaudited) | ||||||||||
| $ | $ | ||||||||||
| Lease Costs | |||||||||||
| Operating lease expense | General and administrative expenses |
|
|
||||||||
| Total net lease costs |
|
|
|||||||||
Note 12 OTHER PAYABLES AND ACCRUED LIABILITIES
|
September 30,
2025 |
December 31,
2024 |
|||||||
| (Unaudited) | (Audited) | |||||||
| $ | $ | |||||||
| Accrued expenses |
|
|
||||||
| Others |
|
|
||||||
| Total |
|
|
||||||
As of September 30, 2025, other payables and accrued expenses were
$
As of September 30, 2025, other payables and accrued expenses were $165,809 and $92,997, respectively, compared to $114,504 and $262,156 as of December 31, 2024. The accrued expenses in both periods primarily relate to audit fees. Other payables mainly consisted of amounts related to e-commerce intermediary transactions, specifically payables arising from cross-border settlements with Chinese e-commerce platforms amounting to $165,283 as of September 30, 2025 and $100,379 as of December 31, 2024. Other payables mainly consisted of amounts related to e-commerce intermediary transactions, specifically payables arising from cross-border settlements with Chinese e-commerce platforms.
| 15 |
Note 13 INCOME TAXES
The Company and its subsidiary, and the consolidated VIE file tax returns separately.
1) Value-added tax (“VAT”)
PRC
Pursuant to the Provisional Regulation of the
PRC on VAT and the related implementing rules, all entities and individuals (“taxpayers”) that are engaged in the sale of
products in the PRC are generally required to pay VAT, at a rate of which was changed from 16% to
Taiwan
Pursuant to the Value-added and Non-value-added
Business Tax Act and the related implementing rules, all taxpayers that are engaged in the sale of products in the Taiwan are generally
required to pay VAT, at a rate of
2) Income tax
United States
On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into legislation. The Tax Act significantly revises the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 34% to 21%, imposing a mandatory one-time tax on accumulated earnings of foreign subsidiaries, introducing new tax regimes, and changing how foreign earnings are subject to U.S. tax.
On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to provide guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. The Company has completed the assessment of the income tax effect of the Tax Act and there were no adjustments recorded to the provisional amounts.
The Coronavirus Aid, Relief and Economy Security Act (the “CARES Act”) was signed into law on 27 March 2020. The CARES Act temporarily eliminates the 80% taxable income limitation (as enacted under the Tax Cuts and Jobs Act of 2017) for net operating loss (“NOL”) deductions for 2018-2020 tax years and reinstated NOL carrybacks for the 2018-2020 tax years. Moreover, the CARES Act also temporarily increases the business interest deduction limitations from 30% to 50% of adjusted taxable income for the 2019 and 2020 taxable year. Lastly, the Tax Act technical correction classifies qualified improvement property as 15-year recovery period, allowing the bonus depreciation deduction to be claimed for such property retroactively as if it was included in the Tax Act at the time of enactment. The Company does not anticipate a significant tax impact on its financial statements and will continue to examine the impact the CARES Act may have on its business.
The Company evaluated the Global Intangible Low
Taxed Income (“GILTI”) inclusion on current earnings and profits of greater than 10% owned foreign controlled corporations.
The Company has evaluated whether it has additional provision amount resulted by the GILTI inclusion on current earnings and profits of
its foreign controlled corporations. The law also provides that corporate taxpayers may benefit from a 50% reduction in the GILTI inclusion,
which effectively reduces the 21% U.S. corporate tax rate on the foreign income to an effective rate of
| 16 |
The Reverse Merger was completed on December 31,
2018 and the tax losses of US subsidiary was not in the scope as of December 31, 2018. As of December 31, 2019, net operating loss carried
forward which was available to offset future taxable income for the Company in the United States was $
Hong Kong
The HK tax reform has introduced two-tiered profits tax rates for corporations. Under the two-tiered profits tax rates regime, the profits tax rate for the first HK$2 million (approximately $257,931) of assessable profits will be lowered to 8.25% (half of the rate specified in Schedule 8 to the Inland Revenue Ordinance (IRO)) for corporations. Assessable profits above HK$2 million (approximately $257,931) will continue to be subject to the rate of 16.5% for corporations. The Company assessed that the HK entity will not earn a profit greater than HK$2 million (approximately $257,931), it is subject to a corporate income tax rate of 8.25%.
As of December 31, 2022, the Company’s subsidiary in Hong Kong had net operating loss carry forwards available to offset future taxable income. The net operating losses will be carryforward indefinitely under Hong Kong Profits Tax regulation. There is a full valuation allowance applied against these loss carry forward as management determined it was not more likely than not that these net operating losses would be utilized in the foreseeable future.
PRC
WFOE and the consolidated VIE established in the
PRC are subject to the PRC statutory income tax rate of
In accordance with the relevant tax laws and regulations of the PRC, a company registered in the PRC is subject to income taxes within the PRC at the applicable tax rate on taxable income. All the PRC subsidiaries were subject to income tax at a rate of 25% for the year ended December 31, 2022. According to PRC tax regulations, the PRC net operating loss can generally carry forward for no longer than five years starting from the year subsequent to the year in which the loss was incurred.
Taiwan
The Company’s loss before income taxes is primarily derived from the operations in Taiwan and income tax expense is primarily incurred in Taiwan.
As a result of amendments to the “Taiwan Income Tax Act” enacted by the Office of the President of Taiwan on February 7, 2018, the statutory income tax rate increased from 17% to 20% and the undistributed earning tax, or a surtax, decreased from 10% to 5% effective from January 1, 2018. The 5% surtax is recorded in the period the income is earned, and the reduction in the surtax liability is recognized in the period the distribution to stockholders or the setting aside of legal reserve is finalized in the following year.
The components of the income tax (expense) benefit are:
|
Three months ended
September 30 , |
Nine months ended
September 30 , |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Current |
(
|
) |
|
(
|
) |
(
|
) | |||||||||
| Deferred |
|
|
|
|
||||||||||||
| Total income tax (expense) benefit |
(
|
) |
|
(
|
) |
(
|
) | |||||||||
| 17 |
The reconciliation of income taxes expenses computed at the Taiwan statutory tax rate applicable to income tax expense is as follows:
|
Nine months ended September 30 |
||||||||
| 2025 | 2024 | |||||||
| Taiwan income tax statutory rate |
|
|
||||||
| Tax effect of non-deductible expenses |
(
|
) |
(
|
|||||
| Tax effect of stock-based compensation | % | ) | % | |||||
| Impact of different tax rates in other jurisdictions |
(
|
) |
(
|
|||||
| Others |
|
(
|
) | |||||
| Changes in valuation allowance |
(
|
) |
|
|||||
| Effective tax rate |
|
(
|
) | |||||
The valuation allowance as of September 30, 2025 and December 31, 2024 was primarily provided for the deferred income tax assets if it is more likely than not that these items will expire before the Company is able to realize its benefits, or that the future deductibility is uncertain. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible or utilizable. Management considers projected future taxable income and tax planning strategies in making this assessment. The movement for the valuation allowance is as follows.
|
September 30, 2025 |
December 31, 2024 |
|||||||
| $ | $ | |||||||
| Balance at beginning of the period (January 1, 2025) |
|
|
||||||
| Additions of valuation allowance |
|
|
||||||
| Balance at the end of the period (September 30, 2025) |
|
|
||||||
PRC Withholding Tax on Dividends
The current PRC Enterprise Income Tax Law imposes a 10% withholding income tax for dividends distributed by foreign-invested enterprises to their immediate holding companies outside the PRC. A lower withholding tax rate will be applied if there is a tax treaty arrangement between the PRC and the jurisdiction of the foreign holding company. Distributions to holding companies in Hong Kong that satisfy certain requirements specified by PRC tax authorities, for example, will be subject to a 5% withholding tax rate.
As of September 30, 2025, the Company had not recorded any withholding tax on the retained earnings of its foreign-invested enterprises in the PRC, and the Company decided not to reinvest its earnings since it is not continuing its business in mainland China, and its foreign-invested enterprises do not intend to declare dividends to their immediate foreign holding companies.
Note 14 RELATED PARTY BALANCES AND TRANSACTIONS
The Company has no current related party transactions that are required to be disclosed under current SEC rules and regulations.
Note 15 COMMON STOCK
The Company’s authorized number of common stock is
shares with par value of $
each. On August 11, 2022, the Company effected a
| 18 |
On August 11, 2022, the Company’s common
stock commenced trading on The Nasdaq Capital Market under the symbol “NCRA” on a post-reverse stock split basis. During the
public offering,
common shares, at par value $0.001 each, were issued at the offering price of $3.50 each. The Company received
total gross proceeds of $
All number of shares, share amounts and per share data presented in the accompanying unaudited consolidated financial statements and related notes have been retroactively restated to reflect the reverse merger transaction and subsequent issuance of shares stated above, except for authorized shares of common stock, which were not affected.
Recent Issuance of Common Stock
| · |
On February 20, 2024, we entered into VIE Agreement with Xinca and issued
shares of our common
stock in exchange of a
|
|
| · |
On April 14, 2024, we entered into an Equity Purchase Agreement with SY Culture and issued
shares
of our common stock in exchange of
|
|
| · | On February 7, 2025, our shareholder exercised shares of Warrant Class A in exchange of shares of common stock. | |
| · | On February 12, 2025, our shareholder exercised shares of Warrant Class A in exchange of shares of common stock. | |
| · | On May 8, 2025, our shareholder exercised shares of Warrant Class A in exchange of shares of common stock. |
On December 27, 2018, Nocera granted Mr. Yin-Chieh
Cheng quarterly option awards of
Series A warrants for 20 quarters (i.e., 5 years) for a total of
On June 1, 2020, Nocera granted Mr. Shun-Chih
Chuang and Mr. Hsien-Wen Yu
On December 1, 2021, Nocera granted Mr. Shun-Chih
Chuang and Mr. Hsien-Wen Yu
On December 31, 2021, the Company issued an aggregate of shares of common stock to Mr. Shun-Chih Chuang and a total of five consultants in consideration for services rendered.
On August 11, 2022, the Company effected a
|
Before Reverse Stock Split |
After Reverse Stock Split |
|||||||
| Series A Warrant |
|
|
||||||
| Class A Warrants |
|
|
||||||
| Class B Warrants |
|
|
||||||
| Class C Warrants |
|
|
||||||
| Class D Warrants |
|
|
||||||
| 2018 Stock Option and Award Incentive Plan |
|
|
||||||
|
|
|
|||||||
| 19 |
On December 22, 2022, the Company issued and shares of common stock to Chen-Chun Chung and TraDigital respectively in consideration for services rendered.
On March 22, 2023, the Company issued shares of common stock to Hanover International, Inc. respectively in consideration for services rendered.
On July 31, 2023, Nocera granted Mr. Andy Chin-An Jin restricted shares of common stock, of which vests at the end of every three month period after July 31, 2023 in equal installments over the period of one year, subject to the employment for services as Chief Executive Officer.
On October 11, 2023, the Company issued shares of common stock to Mr. Nick Chang in consideration of service rendered as a consultant for three years.
On December 5, 2023 and August 26, 2024, respectively, the Company vested shares and of our common stock to our Chief Executive Officer, Andy Chin-An Jin.
The estimated fair value of share-based compensation for employees is recognized as a charge against income on a ratable basis over the requisite service period, which is generally the vesting period of the award.
The Company recognized $ and share-based compensation expenses for the three months ended September 30, 2025 and 2024, respectively. The Company recognized $ and $ share-based compensation expenses for the nine months ended September 30, 2025 and 2024, respectively.
Note 17 PREFERRED STOCK
In August 2021, the Company issued shares of preferred shares, par value $ per share, at an issue price of $ per share to certain investors credited as fully paid. The preferred shares are non-voting and non-redeemable. The holder of the preferred shares will have priority over the holders of common stock of the Company on the assets and funds of the Company available for distribution in a distribution of assets on liquidation, winding up or dissolution of the Company. The holder of the preferred shares shall not have the right to attend or vote at any general meeting of the Company (except a general meeting for winding up of the Company or a resolution is to be proposed which if passed would vary or abrogate the rights or privileges of such holder).
On August 11, 2022, the Company effected a
On August 28, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations with the Secretary of State of Nevada, designating up to shares of Series B Convertible Non-Voting Preferred Stock, par value $ per share ("Series B Preferred Stock"). Each share of Series B Preferred Stock has a stated value of $1,000.
On August 29, 2025, the Company entered into a
securities purchase agreement (the ”Series B Preferred Purchase Agreement”) with an institutional accredited investor (the
Series B Preferred Investor”). Pursuant to the Series B Preferred Purchase Agreement, the Company sold
shares of Series B
Preferred Stock at a purchase price of $
per share. The aggregate purchase price received by the Company was $
The key terms of the Series B Preferred Stock are as follows:
| · |
Dividends: Beginning October 1, 2025, holders are entitled to receive mandatory
monthly dividends at an annual rate of
|
|
| · |
Conversion: The Series B Preferred Stock is convertible at any time at the
option of the holder into shares of common stock. The conversion price is $
|
|
| · | Ranking: The Series B Preferred Stock ranks senior to the common stock and the Company's Series A Preferred Stock with respect to preferences on dividends, distributions, and payments upon liquidation. | |
| · | Voting Rights: The Series B Preferred Stock has no voting rights. |
| 20 |
Redemption: The Series B Preferred Stock is redeemable at the Company's option at any time. Holders have the option to require the Company to redeem the shares at any time after the two-year anniversary of the initial issuance date. Upon the occurrence of certain events of default, holders may require a mandatory redemption at a price equal to 125% of the stated value plus any accrued and unpaid dividends.
The following table sets forth the computation of basic and diluted (loss) income per common share for the three and nine months ended September 30, 2025 and 2024.
|
For three months ended September 30, |
For nine months ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Numerator: | ||||||||||||||||
| Net loss attributable to the Company |
(
|
) |
(
|
) |
(
|
) |
(
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) | ||||||||
| Denominator: | ||||||||||||||||
| Weighted-average shares outstanding | ||||||||||||||||
| - Basic |
|
|
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|
||||||||||||
| - Diluted |
|
|
|
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||||||||||||
| Loss per share: | ||||||||||||||||
| - Basic |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
| - Diluted |
(
|
) |
(
|
) |
(
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) |
(
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) | ||||||||
Note 19 COMMITMENTS AND CONTINGENCIES
Lease Commitment
The Company has entered into operating lease agreement for certain office and accommodation as well as fish farming containers for research and develop advanced technology for water circulation applying in fishery. Future minimum lease payments under non-cancellable operating leases with initial terms within one year.
The total future minimum lease payments under non-cancellable short-term leases as of September 30, 2025 are payable as follows:
| Lease Commitment | ||||
| $ | ||||
| Within 1 year |
|
|||
| Total |
|
|||
| 21 |
Note 20 BUSINESS COMBINATION
Zhejiang Xinca Mutual Entertainment Culture Media Co., Ltd.
On January 31, 2024, the Company acquired 100% shares of Xinca. The fair values of assets acquired and liabilities assumed were as follows:
| Cash and bank balance | $ |
|
||
| Trade receivables |
|
|||
| Prepaid rent expense |
|
|||
| Goodwill |
|
|||
| Plant and equipment, net |
|
|||
| Depreciation |
(
|
) | ||
| Advanced from customers |
(
|
) | ||
| Long-term secured bank loan |
(
|
) | ||
| Other payables and accrued liabilities |
(
|
) | ||
| Net assets value |
|
|||
| Purchases price | $ |
|
||
Hangzhou SY Culture Media Co. Ltd.
On April 14, 2024, the Company acquired 100% shares of SY Culture. The fair values of assets acquired and liabilities assumed were as follows:
| Cash and bank balance | $ |
|
||
| Trade receivables |
|
|||
| Advance to supplier |
|
|||
| Investment |
|
|||
| Other payables and accrued liabilities |
(
|
) | ||
| Net assets value |
|
|||
| Purchase price | $ |
|
||
Note 21 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, which are comprised of Fish Trading, Catering, and E-Commerce.
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.
| 22 |
The summary of key information by segments for the three months and nine months ended September 30, 2025 and 2024 was as follows:
For three months ended September 30, 2025
| Sales of Fish Trading | Sales of Catering | E-Commerce | Total | |||||||||||||
| Revenue | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Cost of revenue | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Gross profit | $ |
(
|
) | $ |
|
$ |
|
$ |
|
|||||||
| General and administrative expenses | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Segment operating losses | $ |
(
|
) | $ |
(
|
) | $ |
|
$ |
(
|
) | |||||
| Income tax expenses | $ |
(
|
) | $ |
|
$ |
|
$ |
(
|
) | ||||||
| Segment losses | $ |
(
|
) | $ |
(
|
) | $ |
|
$ |
(
|
) | |||||
For three months ended September 30, 2024
| Sales of Fish Trading | Sales of Catering | E-Commerce | Total | |||||||||||||
| Revenue | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Cost of revenue | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Gross profit | $ |
(
|
) | $ |
(
|
) | $ |
|
$ |
|
||||||
| General and administrative expenses | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Segment operating losses | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Income tax expenses | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Segment losses | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
For nine months ended September 30, 2025
| Sales of Fish Trading | Sales of Catering | E-Commerce | Total | |||||||||||||
| Revenue | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Cost of revenue | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Gross profit | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| General and administrative expenses | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Segment operating losses | $ |
(
|
) | $ |
(
|
) | $ |
|
$ |
(
|
) | |||||
| Income tax expenses | $ |
(
|
) | $ |
|
$ |
|
$ |
(
|
) | ||||||
| Segment losses | $ |
(
|
) | $ |
(
|
) | $ |
|
$ |
(
|
) | |||||
| 23 |
For nine months ended September 30, 2024
| Sales of Fish Trading | Sales of Catering | E-Commerce | Total | |||||||||||||
| Revenue | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Cost of revenue | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Gross profit | $ |
(
|
) | $ |
(
|
) | $ |
|
$ |
|
||||||
| General and administrative expenses | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Segment operating losses | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Income tax expenses | $ |
(
|
) | $ |
|
$ |
|
$ |
(
|
) | ||||||
| Segment losses | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
The following tables set forth a summary of single customers who represent 10% or more of the Company’s segments revenue, net:
| Fish Trading | ||||||||
| September 30, 2025 | September 30, 2024 | |||||||
| Percentage of fish trading revenue | ||||||||
| Customer A |
|
|
||||||
| Customer B |
|
|
||||||
| Customer C |
|
|
||||||
| Customer D |
|
|
||||||
| Customer E |
|
|
||||||
| Customer F |
|
|
||||||
| Customer H |
|
|
||||||
|
|
|
|||||||
| Catering | ||||||||
| September 30, 2025 | September 30, 2024 | |||||||
| Percentage of catering revenue | ||||||||
| Customer H |
|
|
||||||
| Customer I |
|
|
||||||
|
|
|
|||||||
| 24 |
Note 22 DISPOSAL OF SUBSIDIARY
On June 5, 2025, the Company completed the sale
of its wholly owned subsidiary, SY Culture, to an unrelated third party, Yuechi Technology Limited, for cash consideration of $
At the transaction date, the carrying amounts of SY Culture’s assets and liabilities were as follows:
| Cash and cash equivalents | $ |
|
||
| Accounts receivable |
|
|||
| Prepaid expenses and other assets, net |
|
|||
| Investment |
|
|||
| Goodwill |
|
|||
| Other payables and accrued liabilities |
(
|
) | ||
| Net assets value | $ |
|
||
The sale did not represent a strategic shift in
the Company’s business and therefore did not qualify as a discontinued operation. A loss of $
Note 23 SUBSEQUENT EVENT
On October 31, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell, and the Investor agreed to purchase, in multiple closings, a new series of senior secured convertible notes in an aggregate original principal amount of up to $300,000,000 (the “Notes”). The Company issued an initial Note in an aggregate principal amount of $8,000,000 for an aggregate purchase price of $7,280,000 at the initial closing (the “Initial Closing”). Subject to certain conditions described in the Purchase Agreement, the Company has the option to request that the Investor purchase additional Notes (the “Company’s Option Closing”), and the Investor has the option to cause the Company to sell additional Notes (the “Investor’s Option Closing”), provided that the aggregate original principal amount of any Notes issued in such subsequent closings with respect to Company’s Option Closing and the Investor’s Option Closing shall not exceed $8,000,000 individually, and not more than $292,000,000 in the aggregate.
The Notes are convertible into shares of common stock of the Company and will rank senior to all existing and future indebtedness of the Company, except as specified in the Notes.
The Initial Closing was completed on November 4, 2025. Additional details relating to this offering and the Notes can be seen in the Company’s current report on Form 8-K filed on November 3, 2025.
| 25 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATING AND FINANCIAL RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). In addition, our unaudited consolidated financial statements and the financial data included in this Quarterly Report on Form 10-Q reflect our reorganization and have been prepared as if our current corporate structure had been in place throughout the relevant periods. Actual results could differ materially from those projected in the forward-looking statements. For additional information regarding these and other risks and uncertainties, please see the items listed under the section captioned “ Cautionary Statement Regarding Forward-Looking Statements ” herein as well as any other cautionary language and risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on May 6, 2025, as amended on June 4, 2025 and June 20, 2025. Except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this Quarterly Report on Form 10-Q.
Operations Overview
Fish Trading
We provide land-based recirculation aquaculture systems for fish farming. Our primary business operations consist of the design, development and production of RASs large scale fish tank systems, for fish farms along with expert consulting, technology transfer and aquaculture project management services to new and existing aquaculture management business services. Through our branch office, we also procure and sell eel in Taiwan. In addition, as of December 2022, we sell food items, including our signature seafood porridge bowl, through our flagship bento box store located at the Ning Xia Night Market in the Datong District of Taipei City, Taiwan.
In October 2020, the government of Taiwan began supporting the Green Power and Solar Sharing Fish Farms initiative. In view of the opportunities resulting from this initiative, in October 2020, Nocera ceased all of its operations in China and moved all of its technology and back-office operations to Taiwan. We now only operate out of Taiwan.
Our current mission is to provide consulting services and solutions in aquaculture projects to reduce water pollution and decrease the disease problems of fisheries. Our goal is to become a global leader in the land-based aquaculture business. We are now poised to grow our existing operations in Taiwan and expand into the development and management of land-based fish farms in Taiwan and North and South America. We do not currently have any intentions of conducting operations in China or Hong Kong.
As of September 30, 2021, we launched our first RAS demo site in Taiwan and engaged the demo site into the testing phase to raise eel. Currently, we are promoting our RASs in Taiwan and looking for opportunities to cooperate with local solar energy industry and to expand our business into the U.S. We believe the U.S. is a potentially lucrative market to penetrate.
Catering
On September 7, 2022, we entered into a series of contractual agreements with the majority stockholder of Meixin Institutional Food Development Co., Ltd., a Taiwan corporation and a food processing and catering company, and Meixin, of which we purchased 80% controlling interest of Meixin for $4,300,000. The Meixin VIE Agreements essentially confer control and management of Meixin as well as substantially all of the economic benefits of the Selling Stockholder in Meixin to us. As a result, we have been determined to be the primary beneficiary of Meixin and Meixin became our VIE.
On January 31, 2024, we entered into a Variable Interest Entity Purchase Agreement (“Xinca Purchase Agreement”) with Zhejiang Xinca Mutual Entertainment Culture Media Co., Ltd. (“Xinca”), a domestic funded limited liability company registered in China (P.R.C). The Xinca Purchase Agreement was entered into by our wholly-owned subsidiary and foreign enterprise, Shanghai Nocera Culture Co., Ltd. (“WFOE”), through a series of contractual agreements (“VIE Agreements”), in which we exchanged 1,800,000 shares of our restricted common stock for a 100% controlling interest in Xinca. As a result, the Company has been determined to be the primary beneficiary of Xinca and Xinca became a variable interest entity (“VIE”) of the Company.
| 26 |
On April 14, 2024, we entered into a Variable Interest Entity Purchase Agreement (“SY Media Purchase Agreement”) with Hangzhou SY Culture Media Co. Ltd. (“SY Culture”), a domestic funded limited liability company registered in China (P.R.C). The SY Culture Purchase Agreement was entered into by our wholly-owned subsidiary and foreign enterprise GZ GST, through a series of contractual agreements (“VIE Agreements”), in which we exchanged 600,000 shares of our restricted common stock for a 100% controlling interest in SY Culture. As a result, the Company has been determined to be the primary beneficiary of SY Culture and SY Culture became a variable interest entity (“VIE”) of the Company. On June 5, 2025, we entered into an Equity Transfer Agreement with Yuechi Technology Limited (the “Purchaser”), in which we sold our controlling interest of SY Culture, to the Purchaser for a total purchase cash price of $550,000 (the “SY Culture Sale”). The closing of the SY Culture Sale occurred on June 5, 2025 and the SY Culture equity purchase agreement was terminated in connection with the SY Culture Sale.
E-Commerce
In 2024, we initiated the e-commerce business in China, utilizing platforms like Douyin to expand our retail reach, utilizing interactive content and livestream shopping to drive engagement and sales. By integrating social commerce with our seafood resources, we enhance pricing advantages and optimize margins, strengthening our position in the evolving retail landscape. Building on this foundation, we continue to focus on expanding our e-commerce ecosystem by improving digital marketing strategies, diversifying online sales channels, and enhancing user experience through data-driven insights. The shift toward online retail has allowed us to respond more effectively to changing consumer preferences, streamline operations, and create a scalable model that supports sustainable growth across both domestic and international markets.
On June 5, 2025, we acquired a 35% equity interest in Tachyonext Inc. (“Tachyonext”), a Delaware corporation engaged in e-commerce operations in the U.S., for an aggregate purchase price of $500,000 in cash. The purchase price was funded from existing cash resources. Under the terms of the Stock Purchase Agreement, we obtained certain governance and protective rights, including a non-voting board observer seat while holding at least 20% of Tachyonext’s outstanding common stock, a right of first refusal on certain share transfers, consent rights over certain new equity issuances, and a put option exercisable beginning one year after closing to sell shares back to the other major shareholder or Tachyonext, subject to a $300,000 aggregate cap. We account for this investment under the equity method of accounting as we have significant influence over Tachyonext’s operations and financial policies. For the year ended September 30, 2025, we recognized $(315,224) share of loss from the investment.
Sales and Marketing and Growth Strategy
We employ a sales and marketing strategy targeting Taiwan government-supported solar fish farms. We are planning on expanding our sales and marketing model through the use of online marketing, data intelligence, and the establishment of a distributor network. The online marketing and data intelligence is designed to generate sales leads internationally outside of Taiwan that can be directed to our sales department for further follow-up.
We plan to sell and develop fish farms in Taiwan, the U.S. and Brazil. We expect to sell over five thousand tanks in the next five years. Our production facility is to be established in Taiwan, and we plan to sell the systems into the Americas and European countries as well.
We also intend to expend the fish farming demo sites in Taiwan by adding 20 units of RASs eel farming equipment with outsourcing construction services and build the catfish farm in the U.S. by the end of 2024 to promote our fish farming systems to the global market. We are expecting more customers from various countries actively inquiring about our equipment. As of February 16, 2023, we completed the acquisition of 229 acres of land in Montgomery County, Alabama, of which we intend to build RASs on that land for fish farming. As of September 30, 2025, we are still ensuring all requirements and evaluations are being thoroughly addressed prior to constructing any RASs on the Alabama land. Simultaneously, the design of the RAS equipment is underway, progressing in alignment with the project’s timeline. Both aspects are being managed concurrently to maintain project efficiency and coherence. We plan to enhance market penetration through the establishment of our own fish farms and diversify revenue streams through various sales channels.
| 27 |
Key Factors Affecting our Performance
As a result of a number of factors, our historical results of operations may not be comparable to our results of operations in future periods, and our results of operations may not be directly comparable from period to period. Set forth below is a brief discussion of the key factors impacting our results of operations.
Known Trends and Uncertainties
Inflation
Prices of certain commodity products, including raw materials, are historically volatile and are subject to fluctuations arising from changes in domestic and international supply and demand, labor costs, competition, market speculation, government regulations, trade restrictions and tariffs. Increasing prices in the component materials for our goods may impact the availability, the quality and the price of our products, as suppliers search for alternatives to existing materials and increase the prices they charge. Our suppliers may also fail to provide consistent quality of product as they may substitute lower cost materials to maintain pricing levels. Nocera’s cost base also reflects significant elements for freight, including fuel, which significantly increased due to the effects of coronavirus (COVID-19), Russia’s illegal military invasion of Ukraine and the conflicts in the Middle East. Rapid and significant changes in commodity prices such as fuel and plastic may negatively affect our profit margins if Nocera is unable to mitigate any inflationary increases through various customer pricing actions and cost reduction initiatives.
Geopolitical Conditions
Our operations could be disrupted by geopolitical conditions, trade disputes, international boycotts and sanctions, political and social instability, acts of war, terrorist activity or other similar events. From time to time, we could have a large revenue stream associated with a particular customer or a large number of customers located in a particular geographic region. Decreased demand from a discrete event impacting a specific customer, industry, or region in which we have a concentrated exposure could negatively impact our results of operations.
In February 2022, Russia initiated significant military action against Ukraine. In response, the U.S. and certain other countries imposed significant sanctions and export controls against Russia, Belarus and certain individuals and entities connected to Russian or Belarusian political, business, and financial organizations, and the U.S. and certain other countries could impose further sanctions, trade restrictions, and other retaliatory actions should the conflict continue or worsen. It is not possible to predict the broader consequences of the conflict, including related geopolitical tensions, and the measures and retaliatory actions taken by the U.S. and other countries in respect thereof as well as any counter measures or retaliatory actions by Russia or Belarus in response, including, for example, potential cyberattacks or the disruption of energy exports, is likely to cause regional instability, geopolitical shifts, and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy. The situation remains uncertain, and while it is difficult to predict the impact of any of the foregoing, the conflict and actions taken in response to the conflict could increase our costs, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition, and results of operations.
Foreign Currency
Our reporting currency is the U.S. dollar and our operations in Taiwan use their local currency, the New Taiwan dollar (“NT”), as their functional currencies. Substantially all of our revenue and expenses are in NT dollars. We are subject to the effects of exchange rate fluctuations with respect to any of such currency. For example, the value of the NT dollar depends to a large extent on Taiwan government policies and Taiwan’s domestic and international economic and political developments, as well as supply and demand in the local market.
The income statements of our operations are translated into U.S. dollars at the average exchange rates in each applicable period. To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currencies denominated transactions results in reduced revenue, operating expenses and net income for our international operations. We are also exposed to foreign exchange rate fluctuations as we convert the financial statements of our foreign subsidiaries into U.S. dollars in consolidation.
| 28 |
Seasonality
Since the global growing demand for aquaculture production along with the decreasing production from wild fisheries, our fish farming systems provide a controlled and traceable environment for fish species, and therefore our business rarely suffers a seasonal impact.
Critical Accounting Policies, Estimates and Assumptions
We prepare our financial statements in conformity with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the financial reporting period. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We consider the policies discussed below to be critical to an understanding of our financial statements.
The SEC defines critical accounting policies as those that are, in management’s view, most important to the portrayal of our financial condition and results of operations and those that require significant judgments and estimates.
The accounting principles we utilized in preparing our consolidated financial statements conform in all material respects to GAAP.
Reclassification
Certain prior period amounts have been reclassified to conform with current year presentation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, the allowance for doubtful receivables; the useful lives of property and equipment and intangible assets; impairment of long-lived assets; recoverability of the carrying amount of inventory; fair value of financial instruments; provisional amounts based on reasonable estimates for certain income tax effects of the Tax Act and the assessment of deferred tax assets or liabilities. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates.
In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair presentation of our unaudited condensed consolidated financial position as of September 30, 2025, consolidated results of operations for the period ended September 30, 2025, cash flows for the year period ended September 30, 2025 and change in equity for the period ended September 30, 2025, as applicable, have been made.
Critical accounting policies are those that we consider the most critical to understanding our financial condition and results of operations.
| 29 |
Financial Assets
The classification of financial assets depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. Regular way purchases or sales of financial assets are recognized and derecognized on a trade date or settlement date basis for which financial assets were classified in the same way, respectively. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.
| a) | Category of financial assets and measurement |
Financial assets are classified into the following categories: financial assets at fair value through profit or loss (“FVTPL”), investments in debt instruments and equity instruments at fair value through other comprehensive income (“FVTOCI”), and financial assets at amortized cost.
| 1) | Financial asset at FVTPL | |
| For certain financial assets which include debt instruments that do not meet the criteria of amortized cost or FVTOCI, it is mandatorily required to measure them at FVTPL. Any gain or loss arising from remeasurement is recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any interest earned on the financial asset. | ||
| 2) | Investments in debt instruments at FVTOCI | |
|
Debt instruments with contractual terms specifying that cash flows are solely payments of principal and interest on the principal amount outstanding, together with objective of collecting contractual cash flows and selling the financial assets, are measured at FVTOCI.
Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment gains or losses on investments in debt instruments at FVTOCI are recognized in profit or loss. Other changes in the carrying amount of these debt instruments are recognized in other comprehensive income and will be reclassified to profit or loss when these debt instruments are disposed. |
||
| 3) | Investments in equity instruments at FVTOCI | |
|
On initial recognition, we may irrevocably designate investments in equity investments that are not held for trading as at FVTOCI.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity.
Dividends on these investments in equity instruments at FVTOCI are recognized in profit or loss when our right to receive the dividends is established, unless our rights clearly represent a recovery of part of the cost of the investment. |
| 30 |
| 4) | Measured at amortized cost | |
|
Cash and cash equivalents, commercial paper, debt instrument investments, notes and accounts receivable (including related parties), other receivables, refundable deposits and temporary payments (including those classified under other current assets and other noncurrent assets) are measured at amortized cost.
Debt instruments with contractual terms specifying that cash flows are solely payments of principal and interest on the principal amount outstanding, together with objective of holding financial assets in order to collect contractual cash flows, are measured at amortized cost.
Subsequent to initial recognition, financial assets measured at amortized cost are measured at amortized cost, which equals to carrying amount determined by the effective interest method less any impairment loss. |
| b) | Impairment of financial assets |
At the end of each reporting period, a loss allowance for expected credit loss is recognized for financial assets at amortized cost (including accounts receivable) and for investments in debt instruments that are measured at FVTOCI.
The loss allowance for accounts receivable is measured at an amount equal to lifetime expected credit losses. For financial assets at amortized cost and investments in debt instruments that are measured at FVTOCI, when the credit risk on the financial instrument has not increased significantly since initial recognition, a loss allowance is recognized at an amount equal to expected credit loss resulting from possible default events of a financial instrument within 12 months after the reporting date. If, on the other hand, there has been a significant increase in credit risk since initial recognition, a loss allowance is recognized at an amount equal to expected credit loss resulting from all possible default events over the expected life of a financial instrument.
The Company recognizes an impairment loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and does not reduce the carrying amount of the financial asset.
| c) | Derecognition of financial assets |
We derecognize a financial asset only when the contractual rights to the cash flows from the financial asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the financial asset to another entity.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the cumulative gain or loss that had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.
Fair Value Measurement
We apply ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value and expands financial statement disclosure requirements for fair value measurements.
ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability.
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ASC Topic 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:
| · | Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
| · | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. | |
| · | Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Unobservable inputs are valuation technique inputs that reflect our own assumptions about the assumptions that market participants would use in pricing an asset or liability. |
Our management is responsible for determining the assets acquired, liabilities assumed and intangibles identified as of the acquisition date and considered a number of factors including valuations from an independent appraiser.
When available, we use quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, we measure fair value using valuation techniques that use, when possible, current market-based or independently sourced market parameters, such as interest rates and currency rates.
Cash and Cash Equivalents
Cash and cash equivalents include all cash on hand and cash in bank with no restrictions. The balance of cash as of September 30, 2025 and 2024 were $2,034,205 and $372,270, respectively.
Accounts Receivable
Accounts receivable are stated at the original amount less an allowance for doubtful accounts, if any, based on a review of all outstanding amounts at period end. An allowance is also made when there is objective evidence that we will not be able to collect all amounts due according to the original terms of the receivables. We analyze the aging of the customer accounts, coverage of credit insurance, customer concentrations, customer credit-worthiness, historical and current economic trends and changes in its customer payment patterns when evaluating the adequacy of the allowance for doubtful accounts.
Prepaid Expenses and Other Assets, Net
Prepaid expense and other assets, net consist of receivable from prepaid rent, etc. Management reviews its receivable balance each reporting period to determine if an allowance for doubtful accounts is required. An allowance for doubtful account is recorded in the period in which loss is determined to be probable based on an assessment of specific evidence indicating doubtful collection, historical experience, account balance aging, and prevailing economic conditions. Bad debts are written off against the allowance after all collection efforts have ceased.
Inventories
Inventories are stated at lower of cost or net realizable value. Cost is determined using the weighted average method. Inventories include raw materials, work in progress and finished goods. The variable production overhead is allocated to each unit of product on the basis of the actual use of the production facilities. The allocation of fixed production overhead to the costs of conversion is based on the normal capacity of the production facilities.
Where there is evidence that the utility of inventories, in their disposal in the ordinary course of business, will be less than cost, whether due to physical deterioration, obsolescence, changes in price levels, or other causes, the inventories are written down to net realizable value.
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Property and Equipment, Net
Property and equipment are stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Maintenance, repairs, and betterments, including replacement of minor items, are charged to expense; major additions to physical properties are capitalized.
Depreciation of property and equipment is provided using the straight-line method over their estimated useful lives, which are shown as follows.
| Useful life | |
| Land | Indefinite, as per land titles |
| Equipment | 3 years |
| Vehicle | 5 years |
Upon sale or disposal, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to income.
Land is classified as freehold and is not subject to depreciation. Freehold land represents ownership in perpetuity and, as such, is not considered a depreciable asset under applicable accounting standards.
Business Combination
For a business combination, the assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree are recognized at the acquisition date and measured at their fair values as of that date. In a business combination achieved in stages, the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, are recognized at the full amounts of their fair values. In a bargain purchase in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus any noncontrolling interest in the acquiree, that excess in earnings is recognized as a gain attributable to the acquirer.
Deferred tax liability and assets are recognized for the deferred tax consequences of differences between the tax bases and the recognized values of assets acquired and liabilities assumed in a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 740-10.
Variable Interest Entity
A variable interest entity (“VIE”) is an entity (investee) in which the investor has obtained a controlling interest even if it has less than a majority of voting rights, according to the Financial Accounting Standards Board (FASB). A VIE is subject to consolidation if a VIE meets one of the following three criteria as elaborated in ASC Topic 810-10, Consolidation:
| (a) | equity-at-risk is not sufficient to support the entity’s activities; | |
| (b) | as a group, the equity-at-risk holders cannot control the entity; or | |
| (c) | the economics do not coincide with the voting interest. |
If a firm is the primary beneficiary of a VIE, the holdings must be disclosed on the balance sheet. The primary beneficiary is defined as the person or company with the majority of variable interests. A corporation formed, owned, and operated by two or more businesses (ventures) as a separate and discrete business or project (venture) for their mutual benefit is defined as a joint venture.
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Goodwill and Intangible Assets
We recognize goodwill in accordance with ASC 350, Intangibles—Goodwill and Other . Goodwill is the excess of cost of an acquired entity over the amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is not amortized. Goodwill is tested for impairment annually as of October 1st of each year, and is tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. An impairment charge for goodwill is recognized only when the estimated fair value of a reporting unit, including goodwill, is less than its carrying amount.
We recognize intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other . Acquired intangible assets subject to amortization are stated at cost and are amortized using the straight-line method over the estimated useful lives of the assets. Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. Assets not subject to amortization are tested for impairment at least annually.
The estimates of fair value are based on the best information available as of the date of the assessment, which primarily incorporates management assumptions about expected future cash flows. Although these assets are not currently impaired, there can be no assurance that future impairments will not occur.
Share-Based Compensation
We determine our share-based compensation in accordance with ASC 718, Compensation—Stock Compensation (ASC 718), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees based on the grant date fair value of the award.
Determining the appropriate fair value model and calculating the fair value of phantom award grants requires the input of subjective assumptions. We use the Black-Scholes pricing model to value our phantom awards. Share-based compensation expense is calculated using our best estimates, which involve inherent uncertainties and the application of management’s judgment. Significant estimates include our expected volatility. If different estimates and assumptions had been used, our phantom unit valuations could be significantly different and related share-based compensation expense may be materially impacted.
The Black-Scholes pricing model requires inputs such as the risk-free interest rate, expected term, expected volatility and expected dividend yield. We base the risk-free interest rate that we use in the Black-Scholes pricing model on zero coupon U.S. Treasury instruments with maturities similar to the expected term of the award being valued. The expected term of phantom awards is estimated from the vesting period of the award and represents the weighted average period that our phantom awards are expected to be outstanding. We estimated the volatility based on the historic volatility of our guideline companies, which we feel best represent our Company. We have never paid and do not anticipate paying any cash dividends in the foreseeable future and, therefore, we use an expected dividend yield of zero in the pricing model. We account for forfeitures as they occur.
Impairment of Long-lived Assets
We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, we measure impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, we would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets.
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Commitments and Contingencies
In the normal course of business, we are subject to contingencies, including legal proceedings and claims arising out of our business that relate to a wide range of matters, such as government investigations and tax matters. We recognize a liability for such contingency if we determine it is probable that a loss has occurred and a reasonable estimate of the loss can be made. We may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.
Revenue Recognition
We have early adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and all subsequent ASUs that modified ASC 606 on January 1, 2017.
The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, we apply the following steps:
| · | Step 1: Identify the contract(s) with a customer | |
| · | Step 2: Identify the performance obligations in the contract | |
| · | Step 3: Determine the transaction price | |
| · | Step 4: Allocate the transaction price to the performance obligation in the contract | |
| · | Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation |
We mainly offer and generate revenue from the fish trading business, bento box and fruit and vegetable processing business, and E-commerce live streaming business. Revenue recognition policies are discussed as follows:
Aquatic product trading revenue
We engage in the trading of fish, primarily eels. Revenue is generated when we receive customer orders specifying product types and requirements. Upon receiving an order, we arrange the harvesting of the eels, inspects the products to ensure compliance with the customer’s specifications, and coordinates delivery. Revenue is recognized at a point in time when control of the goods is transferred to the customer, typically upon delivery, which is the point at which the performance obligation is satisfied.
Bento box and produce processing revenue
We also operate a bento box and fresh produce processing business, primarily involving vegetables and fruits. The revenue recognition model for this segment is similar to the aquatic product trading business. Upon receiving customer orders, we process and package the required food or agricultural products, ensure product quality and conformity to order specifications, and arrange delivery. Revenue is recognized at a point in time, generally upon the transfer of the processed goods to the customer.
E-commerce live-streaming commission revenue
We act as an agent in facilitating the sale of third-party products through live-streaming e-commerce platforms. We do not take control of the goods sold, and commission revenue is recognized on a net basis. Revenue is recognized at the point in time when the underlying product is sold and shipment is confirmed by the seller, which indicates we have fulfilled our performance obligation of facilitating the sale.
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Cost of Sales
Cost of sales consists primarily of material costs, labor costs, depreciation, and related expenses, which are directly attributable to the production of the product. Write-down of inventories to lower of cost or net realizable value is also recorded in cost of sales.
Income Taxes
We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
Uncertain Tax Positions
We account for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. Interest and penalties related to uncertain tax positions are recognized and recorded as necessary in the provision for income taxes. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than RMB 100,000. In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. We record interest and penalties on uncertain tax provisions as income tax expense. There were no uncertain tax positions as of September 30, 2025, and we have no accrued interest or penalties related to uncertain tax positions. We do not believe that the unrecognized tax benefits will change over the next twelve months.
Leases
In February 2016, the FASB issued ASU 2016-12, Leases (ASC Topic 842), which amends the lease requirements in ASC Topic 840, Leases. Under the new lease accounting standard, a lessee will be required to recognize a right-of-use asset and lease liability for most leases on the balance sheet. The new standard also modifies the classification criteria and accounting for sales-type and direct financing leases, and enhances the disclosure requirements. Leases will continue to be classified as either finance or operating leases.
We adopted ASC Topic 842 using the modified retrospective transition method effective January 1, 2019. There was no cumulative effect of initially applying ASC Topic 842 that required an adjustment to the opening retained earnings on the adoption date nor revision of the balances in comparative periods. As a result of the adoption, we recognized a lease liability and right-of-use asset for each of our existing lease arrangement. The adoption of the new lease standard does not have a material impact on our consolidated income statement or our consolidated statement of cash flow.
Comprehensive (Loss) Income
Comprehensive income or loss is comprised of the our net (loss) income and other comprehensive income or loss. The component of other comprehensive income or loss consists solely of foreign currency translation adjustments, net of the income tax effect.
Foreign Currency Translation and Transactions
Our reporting currency is the United States dollar (“US$”). The functional currency of our VIE in Taiwan is the NT dollar , and the functional currency of our Hong Kong subsidiary is Hong Kong dollars. The functional currency of PRC companies is the Renminbi. In the consolidated financial statements, the financial information of our subsidiary and the consolidated VIE has been translated into US$. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, except for changes in accumulated deficit during the year which is the result of income statement translation process, and revenue, expense, gains or losses are translated using the average exchange rate during the year. Translation adjustments are reported as foreign currency translation adjustments and are shown as a separate component of other comprehensive income or loss in the consolidated statements of changes in equity and comprehensive (loss) income.
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(Loss) Earnings per Share
Basic (loss) earnings per share is computed by dividing net (loss) income attributable to holders of common stock by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.
Results of Operations
The following table sets forth the consolidated statements of operations of the Company for the three and nine months ended September 30, 2025 and 2024.
Consolidated Statements of Operations
|
Three months ended
September 30, |
Nine months ended
September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Net sales | 1,603,392 | 1,363,101 | 10,109,236 | 13,016,093 | ||||||||||||
| Cost of sales | (1,554,290 | ) | (1,328,970 | ) | (9,976,730 | ) | (12,852,214 | ) | ||||||||
| Gross profit | 49,102 | 34,131 | 132,506 | 163,879 | ||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative expenses | (869,686 | ) | (335,202 | ) | (1,440,379 | ) | (1,141,108 | ) | ||||||||
| Total operating expenses | (869,686 | ) | (335,202 | ) | (1,440,379 | ) | (1,141,108 | ) | ||||||||
| Loss from operations | (820,584 | ) | (301,071 | ) | (1,307,873 | ) | (977,229 | ) | ||||||||
| Other (expense) income | (688,570 | ) | (27,669 | ) | (820,982 | ) | 544,242 | |||||||||
| Loss before income taxes | (1,509,154 | ) | (328,740 | ) | (2,128,855 | ) | (432,987 | ) | ||||||||
| Income tax (expense) benefit | (2,870 | ) | 509 | (143,431 | ) | (121,871 | ) | |||||||||
| Net loss | (1,512,024 | ) | (328,231 | ) | (2,272,286 | ) | (554,858 | ) | ||||||||
| Less: Net loss attributable to non-controlling interests | (11,235 | ) | (12,964 | ) | (31,772 | ) | (35,438 | ) | ||||||||
| Net loss attributable to the company | (1,500,789 | ) | (315,267 | ) | (2,240,514 | ) | (519,420 | ) | ||||||||
| Comprehensive loss | ||||||||||||||||
| Net loss | (1,512,024 | ) | (328,231 | ) | (2,272,286 | ) | (554,858 | ) | ||||||||
| Foreign currency translation (loss) gain | (3,970 | ) | (12,144 | ) | (59,865 | ) | 190,263 | |||||||||
| Total comprehensive loss | (1,515,994 | ) | (340,375 | ) | (2,332,151 | ) | (364,595 | ) | ||||||||
| Less: comprehensive loss attributable to non-controlling interest | (11,235 | ) | (12,964 | ) | (31,772 | ) | (35,438 | ) | ||||||||
| Less: Foreign currency translation (loss) gain attributable to noncontrolling interest | (719 | ) | (3,957 | ) | 2,301 | (2,952 | ) | |||||||||
| Comprehensive loss attributable to the Company | (1,504,040 | ) | (323,454 | ) | (2,302,680 | ) | (326,205 | ) | ||||||||
| Loss per share | ||||||||||||||||
| Basic | (0.1045 | ) | (0.0232 | ) | (0.1569 | ) | (0.0399 | ) | ||||||||
| Diluted | (0.1045 | ) | (0.0232 | ) | (0.1569 | ) | (0.0399 | ) | ||||||||
| Weighted average number of common shares outstanding | ||||||||||||||||
| Basic | 14,367,539 | 13,607,097 | 14,282,777 | 13,017,717 | ||||||||||||
| Diluted | 14,367,539 | 13,607,097 | 14,282,777 | 13,017,717 | ||||||||||||
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Revenue
Revenue for the three months ended September 30, 2025 was $1,603,392, compared to $1,363,101 for the comparable period in 2024. The revenue increase for the three months ended September 30, 2025 was mostly attributable to improved operating results over period to period from the Meixin catering business and the fish trading business from NTB with the revenue of $0.09 million and $1.47 million, respectively.
Revenue for the nine months ended September 30, 2025 was $10,109,236 compared to $13,016,093 for the comparable period in 2024. The revenue decrease for the nine months ended September 30, 2025 was mostly attributable to weaker operating results over period to period from the Meixin catering business, the fish trading business from NTB with revenues of $2.57 million and $7.39 million, respectively.
| · | Fish Trading Business: For the nine months ended September 30, 2025, the fish trading business decreased in volume, but the selling price increased, the volume decreased from 827 tons to 643 tons for the comparable period in 2024 and 2025. The average selling price of eels increased from $ 15.44 to $15.99 per kilogram for the comparable period in 2024 and 2025. | |
| · | Catering Business: For the nine months ended September 30, 2025, the fish, fruit and vegetable processing service and sales volume decreased from 62,016 kilograms to 12,275 kilograms in volume with average prices increased from $3.75 to $3.85 per kilograms for the comparable period in 2024 and 2025. |
For the nine months ended September 30, 2025, our foreign currency translation loss was $59,865.
Gross profit
Gross profit for the three months ended September 30, 2025 was $ 49,102, compared to $34,131 for the comparable period in 2024. The gross profit increase for the three months ended September 30, 2025 was mostly attributable to improved operating results over period to period from the Meixin catering business and the fish trading business from NTB .
Gross profit for the nine months ended September 30, 2025 was $132,506, compared to $163,879 for the comparable period in 2024. The gross profit decrease for the nine months ended September 30, 2025 was mostly attributable to weaker operating results over period to period from the Meixin catering business and the fish trading business from NTB .
General and administrative expenses
General and administrative expenses were $869,686, for the three months ended September 30, 2025, compared to approximately $335,202 for the comparable period in 2024. This increase was primarily due to the increase of audit fees, consulting fees, and salary expenses for the three months September 30, 2025.
General and administrative expenses were $1,440,379, for the nine months ended September 30, 2025, compared to approximately $1141,108 for the comparable period in 2024. This decrease was primarily due to the decrease of salary and commission expenses for the nine months ended September 30, 2025 in connection with securities filings and other related matters.
Other income (expense)
Other expense was $688,570, for the three months ended September 30, 2025, compared to other expense of $27,669 for the comparable period in 2024. The other income was interest revenue of bank deposits. The other expense was interest expense for a bank loan, a loss on disposals of SY Culture, and a loss recognized from the equity-method investment in Tachyonext.
Other expense was $820,982, for the nine months ended September 30, 2025, compared to other income of $544,242 for the comparable period in 2024. The other income was interest revenue of bank deposits. The other expense was interest expense for a bank loan, loss on disposals of investment and Share of loss of subsidiaries.
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Income tax expense
During the nine months ended September 30, 2025, we recorded an income tax expense of $143,431 compared to income tax expense of $121,871 for the comparable period in 2024. The increase of income tax expense is because we evaluated the income tax impact for the period ended September 30, 2025.
Net income (loss) attributable to the Company
Net loss attributable to us (excluding net loss attributable to non-controlling interest) for the three months ended September 30, 2025 was $1,500,789 compared to net loss attributable to us (excluding net loss attributable to non-controlling interest) of $315,267 for the comparable period in 2024.
Net loss attributable to the Company (excluding net loss attributable to non-controlling interest) for the nine months ended September 30, 2025 was $2,240,514, compared to a net loss attributable to the Company (excluding net loss attributable to non-controlling interest) of $519,420 for the comparable period in 2024. The increase was primarily due to the increase of general and administrative expenses for the nine months ended September 30, 2025.
Liquidity and Capital Resources
The Company had net cash used by operating activities for the period ended September 30, 2025 of $1,123,115 and the cash balance was $2,034,205 as of September 30, 2025. As of September 30, 2025, we had an accumulated deficit of $ 23,479,395, a net loss of $2,240,514, and net cash used in operating activities of $ 1,123,115. In their audit report for the fiscal year ended December 31, 2024 included in our most recent Annual Report on Form 10-K, our auditors expressed their concern as to our ability to continue as a going concern.
We continue to control our cash expenses as a percentage of expected revenue on an annual basis and thus may use its cash balances in the short-term to invest in revenue growth. Management is focused on growing our existing product offering, as well as our customer base, to increase our revenues. Our ability to continue as a going concern is dependent upon our ability to generate cashflows from operations and obtain financing. We cannot give assurance that we can increase our cash balances or limit our cash consumption and thus maintain sufficient cash balances for our planned operations or future acquisitions. Future business demands may lead to cash utilization at levels greater than recently experienced. We may need to raise additional capital in the future. However, we cannot assure that we will be able to raise additional capital on acceptable terms, or at all. Subject to the foregoing, however, management believes that our current cash balances coupled with anticipated cash flow from operating activities will be sufficient to meet our working capital requirements for at least one year from the date of issuance of the accompanying consolidated financial statements.
To date, we have funded our operations through revenues, loans from our officers, and the issuance of equity securities. We obtained a financial support letter from 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.
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Since the net asset balance as of September 30, 2025 was $4,884,459, we believe that as of the date of this Quarterly Report on Form 10-Q, there is no substantial doubt as to our ability to continue as a going concern.
The following table provides detailed information about our net cash flows for the periods indicated:
|
For the nine months ended September 30, |
||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| $ | $ | |||||||
| Net cash used in operating activities | (1,123,115 | ) | (909,564 | ) | ||||
| Net cash (used in) provided by investing activities | (135,942 | ) | 667,805 | |||||
| Net cash provided by (used in) financing activities | 2,869,549 | (478,361 | ) | |||||
| Effect of the exchange rate change on cash | (60,448 | ) | (137,190 | ) | ||||
| Increase(Decrease) in cash | 1,550,044 | (857,310 | ) | |||||
Net cash used in operating activities
Net cash used in operating activities amounted to $1,123,115 for the nine months ended September 30, 2025. This cash usage was primarily driven by the net loss of $2,272,286, which was partially offset by significant non-cash adjustments, including depreciation of $212,204, share of loss of associates amounting to $315,224, and an increase of $451,312 in warrant liability due to fair value adjustment.
Net cash used in operating activities amounted to $909,564 for the nine months ended September 30, 2024. This cash usage was primarily driven by the net loss of $554,858, and significant non-cash adjustments, including an decrease of 528,196 in warrant liability due to fair value adjustment.
Net cash (used in) provided by investing activities
Net cash used in investing activities was $135,942 for the year ended September 30, 2025, which were primarily attributable to the proceeds of $363,845 from the disposal of SY Culture and cash outflows of $500,000 related to the investment in Tachyonext.
Net cash provided by investing activities was $667,805 for the year ended September 30, 2024, which were primarily attributable to the proceeds from disposal of financial assets at fair value through profit and loss of $212,963 and the acquisition of Xinca and SY Culture of $456,003.
Net cash provided by (used by) financing activities
Net cash provided by financing activities amounted to $2,869,549 for the nine months ended September 30, 2025, which was the result of the exercise of warrants and the issuance of preferred stock through a private placement.
Net cash used in financing activities amounted to $478,361 for the nine months ended September 30, 2024, which was the result of the repayment of bank loans and acquisition of subsidiaries.
Since we plan to build our land-based fish farming demo sites in Taiwan, the U.S. and Brazil to promote our fish farming systems to the global market, we expect that we will require additional capital, which includes construction costs, marketing costs, operation costs, etc., to meet our long-term operating requirements. We expect to obtain financing from shareholders or raise additional capital through, among other things, the sale of equity or debt securities. The shareholders are committed to provide additional financing required when we try to raise additional capital from third party investors or banks. However, there can be no assurance that we will be successful in raising this additional capital.
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Business Combinations
We account for business acquisitions in accordance with ASC 805, Business Combinations . We measure the cost of an acquisition as the aggregate of the acquisition date fair values of the assets transferred and liabilities assumed and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. We record goodwill for the excess of (i) the total costs of acquisition, fair value of any non-controlling interests and acquisition date fair value of any previously held equity interest in the acquired business over (ii) the fair value of the identifiable net assets of the acquired business.
The acquisition method of accounting requires us to exercise judgment and make estimates and assumptions based on available information regarding the fair values of the elements of a business combination as of the date of acquisition, including the fair values of identifiable intangible assets, deferred tax asset valuation allowances, liabilities related to uncertain tax positions and contingencies. We must also refine these estimates over a one-year measurement period, to reflect any new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. If we are required to retroactively adjust provisional amounts that we have recorded for the fair value of assets and liabilities in connection with an acquisition, these adjustments could materially impact our results of operations and financial position. Estimates and assumptions that we must make in estimating the fair value of future acquired technology, user lists and other identifiable intangible assets include future cash flows that we expect to generate from the acquired assets. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could record impairment charges. In addition, we have estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If our estimates of the economic lives change, depreciation or amortization expenses could be accelerated or slowed, which could materially impact our results of operations.
Recently Issued Accounting Pronouncements
Please refer to the Note 2 to the financial statements contained herein.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information in this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer performed an evaluation (the “Evaluation”) of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide a reasonable level of assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2025, due to the presence of material weaknesses described below, our disclosure controls and procedures were ineffective.
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The following material weaknesses in our disclosure controls and procedures at September 30, 2025 were:
| · | we did not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002; | |
| · | there were insufficient monitoring and review controls over the financial reporting closing process, including the lack of individuals with current knowledge of GAAP that led to the restatement of our previously issued financial statements; and | |
| · | inadequate segregation of duties. |
We believe that these material weaknesses primarily relate, in part, to our lack of sufficient staff with appropriate training in GAAP and SEC rules and regulations with respect to financial reporting functions, and the lack of robust accounting systems, as well as the lack of sufficient resources to hire such staff and implement these accounting systems.
We expect to remediate these material weaknesses in the second half of 2025. However, we may discover additional material weaknesses that may require additional time and resources to remediate. Our remediation process includes, but not limited to:
| · | Investing in information technology systems to enhance our operational and financial reporting and internal controls. | |
| · | Enhancing the organizational structure to support financial reporting processes and internal controls. | |
| · | Providing guidance, education and training to employees relating to our accounting policies and procedures. | |
| · | Further developing and documenting detailed policies and procedures regarding business processes for significant accounts, critical accounting policies and critical accounting estimates. | |
| · | Establishing effective general controls over information technology systems to ensure that information produced can be relied upon by process level controls is relevant and reliable. |
Notwithstanding the foregoing, there can be no assurance that our disclosure controls and procedures will detect or uncover all failures of persons within our Company and our consolidated subsidiaries to disclose material information otherwise required to be set forth in our periodic reports. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives.
Changes in Internal Control Over Financial Reporting
During the quarter ended September 30, 2025, we took several actions to correct past material weaknesses, including, but not limited to, establishing an audit committee of our Board comprised of three independent directors, adding experienced accounting and financial personnel and retaining third-party consultants to review our internal controls and recommend improvements. However, we may need to take additional measures to fully mitigate these issues, and the measures we have taken, and expect to take, to improve our internal controls may not be sufficient to (1) address the issues identified, (2) ensure that our internal controls are effective or (3) ensure that the identified material weakness or other material weaknesses will not result in a material misstatement of our annual or interim financial statements.
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We were not subject to any legal proceedings during the nine months ended September 30, 2025 and there are currently no legal proceedings, to which we are a party, which could have a material adverse effect on our business, financial condition or operating results.
ITEM 1A. RISK FACTORS
There have been no material changes in our risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on May 6, 2025, as amended on June 4, 2025 and June 20, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On August 29, 2025, the Company issued and sold 3,500 shares of its Series B Convertible Non-Voting Preferred Stock to an institutional accredited investor in a private placement at $910 per share. The aggregate purchase price received by the Company was $2,635,000, net of issuance cost of $550,000. The net proceeds from the sale will be used for general corporate purposes and working capital.
The issuance of the capital stock listed above was deemed exempt from registration under Section 4(a)(2) of the Securities Act, as amended (the “Securities Act”) or Regulation D promulgated thereunder in that the issuance of securities were made to an accredited investor and did not involve a public offering. The recipient of such securities represented its intention to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Holding Foreign Companies Accountable Act
On December 2, 2021, 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.
During the quarter ended September 30, 2025,
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ITEM 6. EXHIBITS
| (a) | The following exhibits are filed herewith or incorporated by reference herein: |
| Exhibit No. | Description | |||
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of the President and Chief Executive Officer of Nocera, Inc. * | |||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer of Nocera, Inc. * | |||
| 32.1 | Section 1350 Certification of the President and Chief Executive Officer of Nocera, Inc. ** | |||
| 32.2 | Section 1350 Certification of the Chief Financial Officer of Nocera, Inc . ** | |||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) * | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document * | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document * | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document * | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document * | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document * | |||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * |
___________________________
|
* ** |
Furnished herewith. Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise specifically stated in such filing. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NOCERA, INC. | ||
| Date: November 14, 2025 | By: | /s/ Andy Ching-An Jin |
| Name: | Andy Ching-An Jin | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: November 14, 2025 | By: | /s/ Shun-Chih Chuang |
| Name: | Shun-Chih Chuang | |
| Title: | Chief Financial Officer | |
| (Principal Financial Officer) | ||
| (Principal Accounting Officer) |
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