RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

12 Months Ended

Dec. 31, 2025

Accounting Changes and Error Corrections [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Note 2 RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with the preparation of this Annual Report on Form 10-K, the Company identified and corrected errors in the audited consolidated financial statements for the years ended December 31, 2024 and 2025. In consultation with its independent registered public accounting firm, performed a comprehensive reassessment of certain accounting conclusions, underlying supporting documentation, and the application of U.S. GAAP. As a result of this reassessment, management concluded that certain previously reported amounts were not appropriately presented in accordance with U.S. GAAP and determined that the previously issued consolidated financial statements should be restated. Accordingly, the accompanying consolidated financial statements have been restated to correct these errors.

The principal adjustments reflected in the restatement primarily relate to (i) the reassessment of the recoverability and impairment of goodwill and other assets, (ii) the reassessment of the recognition, measurement and classification of certain accounts receivable, accounts payable and other balance sheet accounts based on additional supporting documentation and analysis, (iii) the reclassification of certain balance sheet and statement of operations accounts to conform to U.S. GAAP, and (iv) other related adjustments, including the related income tax effects, where applicable. The accompanying consolidated financial statements reflect all adjustments necessary to present fairly the Company's financial position, results of operations, stockholders' equity and cash flows for the periods presented. The effects of the restatement on the Company's previously reported consolidated financial statements are summarized in the tables below.

As a result, the financial statements for the aforementioned annual periods have been restated to correct these errors. The following tables summarize the impact of the restatement on the affected financial statement line items:

CONSOLIDATED BALANCE SHEETS

(RESTATED)

(Stated in US Dollars except for Number of Shares)


	December 31, 2024
	As Reported			Restatement			As Restated
	(Audited)			Adjustments				(Audited)

ASSETS
Current assets
Cash and cash equivalents	$	484,161		$	–		$	484,161
Accounts receivable		144,509			(102,568	)		41,941
Prepaid expenses and other current assets		651,573			(497,317	)		154,256
Financial assets at fair value through profit or loss		210			–			210
Total current assets		1,280,453			(599,885	)		680,568
Equity method investments		27,206			–			27,206
Property and equipment, net		1,391,845			(66,015	)		1,325,830
Right-of-use assets		–			43,453			43,453
Intangible asset, net		97,825			–			97,825
Goodwill		2,077,728			(1,351,703	)		726,025
Other non-current assets		7,505			(349	)		7,156
Total assets	$	4,882,562		$	(1,974,499	)	$	2,908,063
LIABILITIES AND EQUITY
Liabilities
Current liabilities
Income tax payable	$	25,126		$	110,669		$	135,795
Accrued expenses and other liabilities		455,796			(7,448	)		448,348
Dividend payable		54,312			–			54,312
Due to related parties		27,116			–			27,116
Financial lease liabilities - current		–			6,652			6,652
Warrant liability		76,847			–			76,847
Total current liabilities		639,197			109,873			749,070
Long-term secured other borrowing		23,786			(23,786	)		–
Lease liability		–			24,383			24,383
Total liabilities		662,983			110,470			773,453
Commitments and contingencies		–						–
Equity
Common stock ($0.001 par value; authorized 200,000,000 shares; 481,121 shares and 468,251 shares issued and outstanding as of December 31, 2025 and 2024, respectively, as adjusted for the 1-for-30 reverse stock split effected on July 6, 2026)		14,047			(13,579	)		468
Preferred stock ($0.001 par value; authorized 10,000,000 shares; Series A Preferred Stock, 2,000,000 shares authorized, 80,000 shares issued and outstanding as of December 31, 2025 and 2024)		80			–			80
Additional paid-in capital		25,200,265			13,579			25,213,844
Statutory and other reserves		191,219			–			191,219
Accumulated losses		(21,238,881	)		(2,096,572	)		(23,335,453	)
Accumulated other comprehensive income		12,415			11,603			24,018
Total Nocera, Inc.’s stockholders’ equity		4,179,145			(2,084,969	)		2,094,176
Non-controlling interests		40,434			–			40,434
Total equity		4,219,579			(2,084,969	)		2,134,610
Total liabilities and equity	$	4,882,562		$	(1,974,499	)	$	2,908,063

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(RESTATED)

(Stated in US Dollars except for Number of Shares)



	For the year ended December 31, 2024
	As Reported			Restatement			As Restated
	(Audited)			Adjustments				(Audited)

Net sales	$	17,013,132		$	(4,890,187	)	$	12,122,945
Cost of sales		(16,678,871	)		4,826,633			(11,852,238	)
Gross profit		334,261			(63,554	)		270,707

Operating expenses
Impairment of goodwill		(1,159,172	)		(1,351,703	)		(2,510,875	)
General and administrative expenses		(2,135,336	)		(313,461	)		(2,448,797	)
Share based compensation		–			(60,831	)		(60,831	)
Total operating expenses		(3,294,508	)		(1,725,995	)		(5,020,503	)

Other (expenses) income, net
Other income		690,514			188			690,702
Net loss before income taxes		(2,269,733	)		(1,789,361	)		(4,059,094	)

Income tax expenses		(124,070	)		(110,506	)		(234,576	)
Net loss from continuing operations		(2,393,803	)		(1,899,867	)		(4,293,670	)

Net loss from discontinued operations
Loss on disposal		–			–			–
Loss from discontinued operations		–			(196,705	)		(196,705	)
Net (loss) gain from discontinued operations		–			(196,705	)		(196,705	)

Net loss		(2,393,803	)		(2,096,572	)		(4,490,375	)
Less: Preferred dividend		–			(16,000	)		(16,000	)
Less: Net income attributable to non-controlling interests		39,342			–			39,342
Net loss attributable to Nocera Shareholders	$	(2,354,461	)	$	(2,112,872	)	$	(4,467,033	)

Other Comprehensive loss
Net loss		(2,393,803	)		(2,096,572	)		(4,490,375	)
Foreign currency translation income (loss)		86,491			(11,603	)		74,888
Total comprehensive loss		(2,307,312	)		(2,108,355	)		(4,415,487	)

Less: Net loss attributable to non-controlling interest		39,342			–			39,342
Less: Foreign currency translation loss attributable to non-controlling interest		4,549			–			4,549
Comprehensive loss attributable to Nocera Shareholders	$	(2,263,421	)	$	(2,108,175	)	$	(4,371,596	)

Loss per share – basic and diluted	$	(0.1807	)	$	(9.3591	)	$	(9.5398	)
Net loss per share from continuing operations – basic and diluted	$	–		$	(9.1696	)	$	(9.1696	)
Net loss per share from discontinued operations – basic and diluted	$	–		$	(0.3702	)	$	(0.3702	)

Weighted Average Shares Outstanding - Basic and Diluted*		13,249,705			(12,781,454	)		468,251

See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements.

* Weighted average shares outstanding and net loss per share for all periods presented have been retroactively adjusted to reflect the 1-for-30 reverse stock split effected on July 6, 2026.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(RESTATED)

(Stated in US Dollars except for Number of Shares)


	For the year ended December 31, 2024
	As Reported			Restatement			As Restated
	(Audited)			Adjustments				(Audited)

Cash flows from operating activities:
Net loss	$	(2,393,803	)	$	(2,096,572	)	$	(4,490,375	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Impairment of goodwill		1,159,172			1,351,703			2,510,875
Written off of property and equipment		–			23,044			23,044
Depreciation expenses		126,501			7,787			134,288
Amortization		16,304			–			16,304
Gain on fair value change of financial assets held for trading		(4,270	)		–			(4,270	)
Share-based compensation		60,831			–			60,831
Changes in operating assets and liabilities:
Accounts receivable, net		22,440			105,955			128,395
Inventories		88,550			–			88,550
Prepaid expenses and other assets, net		(94,888	)		–			(94,888	)
Other non-current assets		(281	)		349			68
Dividend payables		16,000			–			16,000
Other payables and accrued liabilities		202,794			(790	)		202,004
Income tax payable		23,210			110,728			133,938
Subtract non-cash gain on warrant liabilities		(797,269	)		–			(797,269	)
Net cash (used in) operating activities		(1,574,709	)		497,796			(2,072,505	)
Cash flows from investing activities
Purchase of property and equipment		(956	)		956			–
Purchase of financial assets at FVTPL		(206	)		–			(206	)
Proceeds from disposal of financial assets at FVTPL		212,963			–			212,963
Payment for acquisition of right-of-use assets		–			(15,336	)		(15,336	)
Net cash provided by investing activities		211,801			(14,380	)		197,421
Cash flows from financing activities:
Proceeds from issuance of common stock		1,085,414			498,915			1,584,329
Payment of lease liabilities		–			(4,750	)		(4,750	)
Payment for secured other borrowings		(478,361	)		–			(478,361	)
Net cash provided by financing activities		597,053			504,165			1,101,218
Net effect of exchange rate changes on cash and cash equivalents		20,436			8,011			28,447
Net increase/(decrease) in cash and cash equivalents		(745,419	)		–			(745,419	)
Cash and cash equivalents at beginning of year		1,229,580			–			1,229,580
Cash and cash equivalents at end of year	$	484,161		$	–		$	484,161

CONSOLIDATED BALANCE SHEETS

(RESTATED)

(Stated in US Dollars except for Number of Shares)


	For the years ended December 31, 2025
	As Reported			Restatement			As Restated
	(Audited)			Adjustments			(Audited)

ASSETS
Current assets
Cash and cash equivalents	$	7,952,180		$	–		$	7,952,180
Accounts receivable		–						–
Prepaid expenses and other current assets		317,162			–			317,162
Financial assets at fair value through profit or loss		–						–
Total current assets		8,269,342			–			8,269,342
Equity method investments		924,152			–			924,152
Property and equipment, net		882,783			–			882,783
Right-of-use assets		34,942			–			34,942
Intangible asset, net		–						–
Goodwill		–						–
Other non-current assets		–						–
Total assets	$	10,111,219		$	–		$	10,111,219
LIABILITIES AND EQUITY
Liabilities
Current liabilities
Income tax payable	$	336,936		$	–		$	336,936
Accrued expenses and other liabilities		121,961			–			121,961
Dividend payable		177,326			–			177,326
Due to related parties		23,565			–			23,565
Financial lease liabilities - current		–			7,398			7,398
Warrant liability		25,859			–			25,859
Total current liabilities		685,647			7,398			693,045
Financial Liability at FVTPL		7,205,666			–			7,205,666
Lease liability		25,641			(7,398	)		18,243
Total liabilities		7,916,954			–			7,916,954
Commitments and contingencies (Note 20)		–
Mezzanine Equity
9.00% Convertible preferred stock ($0.001 par value; Series B Preferred Stock, 1,000,000 shares authorized, 3,500 shares issued and outstanding as of December 31, 2025)		2,635,000			–			2,635,000
Total mezzanine equity		2,635,000			–			2,635,000
Equity
Common stock ($0.001 par value; authorized 200,000,000 shares; 481,121 shares and 468,251 shares issued and outstanding as of December 31, 2025 and 2024, respectively, as adjusted for the 1-for-30 reverse stock split effected on July 6, 2026)		14,433			(13,952	)		481
Preferred stock ($0.001 par value; authorized 10,000,000 shares; Series A Preferred Stock, 2,000,000 shares authorized, 80,000 shares issued and outstanding as of December 31, 2025 and 2024)		80			–			80
Additional paid-in capital		25,451,085			13,952			25,465,037
Statutory and other reserves		191,219			–			191,219
Accumulated losses		(26,188,471	)		–			(26,188,471	)
Accumulated other comprehensive income		90,919			–			90,919
Total Nocera, Inc.’s stockholders’ equity		(440,735	)		–			(440,735	)
Non-controlling interests		–						–
Total equity		(440,735	)		–			(440,735	)
Total liabilities, mezzanine equity, and equity	$	10,111,219		$	–		$	10,111,219

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(RESTATED)

(Stated in US Dollars except for Number of Shares)


	For the years ended December 31, 2025
	As Reported			Restatement			As Restated
	(Audited)			Adjustments			(Audited)

Net sales	$	13,627,944		$	(2,597,349	)	$	11,030,595
Cost of sales		(13,455,267	)		2,585,917			(10,869,350	)
Gross profit		172,677			(11,432	)		161,245

Operating expenses
Impairment of goodwill		–			–			–
General and administrative expenses		(2,842,170	)		286,401			(2,555,769	)
Share based compensation		–			(59,854	)		(59,854	)
Total operating expenses		(2,842,170	)		226,547			(2,615,623	)

Other (expenses) income, net
Other income		41,424			155,261			196,685
Net loss before income taxes		(2,628,069	)		370,376			(2,257,693	)

Income tax expense		(251,972	)		–			(251,972	)
Net loss from continuing operations		(2,666,836	)		157,171			(2,509,665	)

Net loss from discontinued operations
Loss on disposal		(67,660	)		(87,603	)		(155,263	)
Loss from discontinued operations		(145,545	)		(69,568	)		(215,113	)
Net (loss) gain from discontinued operations		(213,205	)		(157,171	)		(370,376	)

Net loss		(2,880,041	)		–			(2,880,041	)
Less: Preferred dividend		(123,014	)		–			(123,014	)
Less: Net income attributable to non-controlling interests		43,023			–			43,023
Net loss attributable to Nocera Shareholders	$	(2,960,032	)	$	–		$	(2,960,032	)

Other Comprehensive loss
Net loss		(2,880,041	)		–			(2,880,041	)
Foreign currency translation income (loss)		(66,901	)		136,391			69,490
Total comprehensive loss		(2,946,942	)		136,391			(2,810,551	)

Less: Net loss attributable to non-controlling interest		43,023			–			43,023
Less: Foreign currency translation loss attributable to non-controlling interest		(2,589	)		–			(2,589	)
Comprehensive loss attributable to Nocera Shareholders	$	(2,906,508	)	$	136,931		$	(2,770,117	)

Loss per share – basic and diluted	$	(0.2069	)	$	(5.9455	)	$	(6.1524	)
Net loss per share from continuing operations – basic and diluted	$	(0.1920	)	$	(5.1906	)	$	(5.3826	)
Net (loss) income per share from discontinued operations – basic and diluted	$	(0.0149	)	$	(0.7549	)	$	(0.7698	)

Weighted Average Shares Outstanding - Basic and Diluted*		14,433,630			(13,952,509	)		481,121

See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements.

*	Weighted average shares outstanding and net loss per share for all periods presented have been retroactively adjusted to reflect the 1-for-30 reverse stock split effected on July 6, 2026.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(RESTATED)

(Stated in US Dollars except for Number of Shares)


	For the years ended December 31, 2025
	As Reported			Restatement			As Restated
	(Audited)			Adjustments			(Audited)

Cash flows from operating activities:
Net loss	$	(2,880,041	)	$	–		$	(2,880,041	)
Adjustments to reconcile net loss to net cash provided by operating activities:								–
Impairment of goodwill		–			–			–
Net gain on financial liabilities at FVTPL		(144,290	)					(144,290	)
Depreciation expenses		210,524			–			210,524
Amortization		16,304			–			16,304
Gain on disposal of SY Media		(87,603	)		–			(87,603	)
Loss on disposal of Meixin		155,263			–			155,263
Share of (profit)/loss of associates		(24,152	)		–			(24,152	)
Gain on fair value change of financial assets held for trading		(3	)		–			(3	)
Share-based compensation		59,854			–			59,854
Other Adjustment Items		115,813			–			115,813
Other		782			(782	)		–
Changes in operating assets and liabilities:
Accounts receivable, net		23,042			–			23,042
Inventories		–			–			–
Advance to suppliers		6,672			–			6,672
Prepaid expenses and other assets, net		125,660			–			125,660
Other non-current assets		2,669			–			2,669
Dividend payables		–			123,014			123,014
Advanced from customers		(74,077	)		–			(74,077	)
Other payables and accrued liabilities		(242,028	)		(119,431	)		(361,459	)
Income tax payable		201,180			–			201,180
Subtract non-cash gain on warrant liabilities		(50,179	)		–			(50,179	)
Advance receipts		270			–			270
Net cash (used in) provided by operating activities from operations		(2,585,122	)		3,583			(2,581,539	)
Cash flows from investing activities					–			–
Purchase of property and equipment		–		$	–		$	–
Purchase of financial assets at FVTPL		–			–			–
Proceeds from disposal of financial assets at FVTPL		213			–			213
Proceeds from Disposal of subsidiary		781,672			–			781,672
Acquisition of associate		(900,000	)		–			(900,000	)
Payment for acquisition of right-of-use assets		–			–			–
Net cash (used in) provided by investing activities		(118,115	)		–			(118,115	)
Cash flows from financing activities:
Proceeds from issuance of common stock		251,700			–			251,700
Proceeds from issuance of preferred stock		2,635,000			–			2,635,000
Proceeds from issuance of convertible notes		7,280,000			–			7,280,000
Payment of lease liabilities		(6,796	)		363			(6,433	)
Proceeds from secured other borrowings		(516	)		–			(516	)
Net cash provided by financing activities		10,159,388			363			10,159,751
Effect of exchange rate changes on cash and cash equivalents from operations		(11,868	)		19,790			7,922
Net increase/(decrease) in cash and cash equivalents	$	7,468,019		$	–		$	7,468,019
Cash and cash equivalents at beginning of year	$	484,161		$	–		$	484,161
Cash and cash equivalents at end of year	$	7,952,180		$	–		$	7,952,180