Nocera Inc 2025年季度报告

OR CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities LitigationReform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the SecuritiesExchange 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,” “predict,” “project,” “forecast,”“potential,” and “continue” or the negatives thereof or similar expressions. Forward-looking statements speak only as of the date they 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 theresults or conditions described in such statements will occur or that our objectives and plans will be achieved, and we do not assumeany responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements arefound at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or projected These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and aresubject to a variety of factors and risks, including, but not limited to, those set forth under “Risk Factors” in Part I, Item 1A of ourAnnual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission Many of those risks and factors are outside of our control and could cause actual results to differ materially from the results expressedor implied by those forward-looking statements. Considering these risks, uncertainties and assumptions, the events described in theforward-looking statements might not occur or might occur to a different extent or at a different time than we have described. All Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as aresult of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, orotherwise. NOCERA, INC.INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS(Stated in US Dollars except for Number of Shares) NOCERA, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1PRINCIPAL ACTIVITIES AND ORGANIZATION The consolidated financial statements include the financial statements of Nocera, Inc. (“Nocera” or the “Company”) and itssubsidiaries, Grand Smooth Inc. Limited (“GSI”) and Guizhou Grand Smooth Technology Ltd. (“GZ GST” or “WFOE”), and MeixinInstitutional Food Development Co., Ltd. (“Meixin”) that is controlled through contractual arrangements. The Company, GSI, GZGST 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 notengage in any operations and was dormant from its inception until its reverse merger with GSI on December 31, 2018. Reverse Merger Effective December 31, 2018, Nocera completed a reverse merger transaction (the “Transaction”) pursuant to an Agreement and Planof Merger (the “Agreement”), with (i) GSI, (ii) GSI’s shareholders, Yin-Chieh Cheng and Bi Zhang, who together owned sharesconstituting 100% of the issued and outstanding ordinary shares of GSI (the “GSI Shares”) and (iii) GSI Acquisition Corp. Under theterms of the Agreement, the GSI Shareholders transferred to Nocera all of the GSI Shares in exchange for the issuance of 10,000,000shares (the “Shares”) of Nocera’s common stock (the “Share Exchange”). As a result of the reverse merger, GSI became Nocera’s GSI is a limited company established under the laws and regulations of Hong Kong on August 1, 2014, and is a holding company GZ WFH was incorporated in Xingyi City, Guizhou Province, People’s Republic of China (“PRC”) on October 25, 2017, and isengaged in providing fish farming containers service, which integrates sales, installments, and maintenance of aquaculture equipment. On November 13, 2018, GSI incorporated GZ GST in PRC with registered capital of US$15,000. Divestiture On September 21, 2020, the Company filed a Current Report on Form 8-K outlining the lack of communication that led to thetermination by Nocera of its relationship with its former variable interest entity, Guizhou Wan Feng Hu Intelligent Aquatic Technology Subsequently on October 8, 2020, Zhang Bi and GZ WFH entered into a Settlement Agreement and Release with Nocera wherein allclaims as to