DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Description | Business Description
Nocera is a Nevada corporation headquartered in New Taipei City, Taiwan. As of the date of this Quarterly Report on Form 10-Q, our business operations consist primarily of two segments: (i) Fish Trading and (ii) E-Commerce. Our Fish Trading segment is carried out by our wholly-owned subsidiary, Nocera Inc. Taiwan Branch (“NTB”). NTB engages in the trading of fish, primarily eels, in the Republic of Taiwan. In the E-Commerce segment, which is administered through Zhejiang Xinca Mutual Entertainment Culture Media Co., Ltd. (“Xinca”), an unincorporated division of the Company, we act as an agent in facilitating the sale of third-party products through live-streaming e-commerce platforms. In addition, we design recirculation aquaculture systems (“RAS”) for fish farming, and we consult with customers in the manufacture and installation of RAS.
In January 2026, the Company allocated an aggregate $2.0 million of corporate funds to purchase Bitcoin as part of its corporate treasury strategy. The Company completed the first $1.0 million tranche on January 25, 2026 and the remaining $1.0 million tranche on January 29, 2026, acquiring approximately 12 Bitcoin at an average purchase price of approximately $83,000. The Company intends to continue its corporate treasury strategy, with an emphasis on Bitcoin for now, for the foreseeable future.
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| Going concern | Going concern
The accompanying unaudited condensed consolidated financial statements have been prepared on a going-concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited condensed consolidated financial statements, for the three months ended March 31, 2026 and 2025, the Company recorded a net loss of $1,273,741 and $257,618 and net cash used in operations of $583,026 and $113,305, and as of March 31, 2026 and December 31, 2025, the Company incurred an accumulated loss of $27,462,212 and $26,188,471. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Management’s plans to address these conditions include, but are not limited to, (i) seeking additional capital through equity financing arrangements with existing shareholders and potential new investors, (ii) pursuing strategic financing alternatives, including debt financing, to improve liquidity, (iii) implementing cost control measures to reduce operating expenses, and (iv) expanding revenue-generating activities through the development of new business opportunities and enhancement of existing operations.
The Company is currently in discussions with potential investors and financing sources; however, no definitive agreements have been executed as of the date of issuance of these financial statements. Accordingly, there can be no assurance that the Company will be successful in obtaining sufficient funding or achieving its business objectives.
Even if the Company is able to obtain additional financing, such financing may not be available on favorable terms, and may include restrictive covenants in the case of debt financing or result in significant dilution to existing stockholders in the case of equity financing. Therefore, management has concluded that substantial doubt about the Company’s ability to continue as a going concern has not been alleviated.
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| Basis of Presentation | Basis of Presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“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, 2025 filed with the SEC on April 15, 2026.
The unaudited condensed consolidated financial statements and the accompanying notes have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The consolidated results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future years or interim periods.
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| Reclassification | Reclassification
Certain prior period amounts have been reclassified to conform with current year presentation.
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| Concentrations of Credit Risk | 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.
The Company does not have accounts receivable outstanding as of March 31, 2026.
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| Recent Accounting Pronouncements | 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.
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| Fair Value Measurement | Fair Value Measurement
The Company follows Accounting Standards Codification (“ASC”) 820, Fair Value Measurement (“ASC 820”), which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level hierarchy for inputs used in measuring fair value:
The Company measures certain financial instruments at fair value on a recurring basis, including warrant liabilities and convertible notes. When observable market data is available, such inputs are used to measure fair value. When observable inputs are not available, the Company applies valuation techniques which require management to develop significant estimates and assumptions.
Certain non-financial assets, including goodwill, intangible assets and long-lived assets, are measured at fair value on a non-recurring basis when indicators of impairment exist.
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