v3.26.1
RESTATEMENT OF PREVIOUSLY ISSUED INTERIM FINANCIAL STATEMENTS (Details - Restatement financial statements) - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Current assets      
Cash and cash equivalents $ 7,952,180 $ 484,161  
Accounts receivable 0 41,941  
Prepaid expenses and other current assets 317,162 154,256  
Financial assets at fair value through profit or loss 0 210  
Total current assets 8,269,342 680,568  
Equity method investments 924,152 27,206  
Property and equipment, net 882,783 1,325,830  
Right-of-use assets 34,942 43,453  
Intangible asset, net 0 97,825  
Goodwill 0 726,025  
Other non-current assets 0 7,156  
Total assets 10,111,219 2,908,063  
Current liabilities      
Income tax payable 336,936 135,795  
Accrued expenses and other liabilities 121,961 448,348  
Dividend payable 177,326 54,312  
Due to related parties 23,565 27,116  
Financial lease liabilities - current 7,398 6,652  
Warrant liability 25,859 76,847  
Total current liabilities 693,045 749,070  
Long-term secured other borrowing   0  
Lease liability 18,243 24,383  
Total liabilities 7,916,954 773,453  
Commitments and contingencies (Note 20)  
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) 481 468  
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 25,465,037 25,213,844  
Statutory and other reserves 191,219 191,219  
Accumulated losses (26,188,471) (23,335,453)  
Accumulated other comprehensive income 90,919 24,018  
Total Nocera, Inc.’s stockholders’ equity (440,735) 2,094,176  
Non-controlling interests 0 40,434  
Total equity (440,735) 2,134,610 $ 3,448,379
Total liabilities, mezzanine equity, and equity 10,111,219 2,908,063  
Net sales 11,030,595 12,122,945  
Cost of sales (10,869,350) (11,852,238)  
Gross profit 161,245 270,707  
Operating expenses      
Impairment of goodwill 0 (2,510,875)  
General and administrative expenses (2,555,769) (2,448,797)  
Share based compensation (59,854) (60,831)  
Total operating expenses (2,615,623) (5,020,503)  
Other (expenses) income, net      
Other income 196,685 690,702  
Net loss before income taxes (2,257,693) (4,059,094)  
Income tax expense (251,972) (234,576)  
Net loss from continuing operations (2,509,665) (4,293,670)  
Net loss from discontinued operations      
Loss on disposal (155,263) 0  
Loss from discontinued operations (215,113) (196,705)  
Net (loss) gain from discontinued operations (370,376) (196,705)  
Net loss (2,880,041) (4,490,375)  
Less: Preferred dividend (123,014) (16,000)  
Less: Net income attributable to non-controlling interests 43,023 39,342  
Net loss attributable to Nocera Shareholders (2,960,032) (4,467,033)  
Other Comprehensive loss      
Net loss (2,880,041) (4,490,375)  
Foreign currency translation income (loss) 69,490 74,888  
Total comprehensive loss (2,810,551) (4,415,487)  
Less: Net loss attributable to non-controlling interest 43,023 39,342  
Less: Foreign currency translation loss attributable to non-controlling interest (2,589) 4,549  
Comprehensive loss attributable to Nocera Shareholders $ (2,770,117) $ (4,371,596)  
Loss per share- basic [1] $ (6.1524) $ (9.5398)  
Loss per share- diluted [1] (6.1524) (9.5398)  
Net loss per share from continuing operations - basic (5.3826) (9.1696)  
Net loss per share from continuing operations - diluted (5.3826) (9.1696)  
Net (loss) income per share from discontinued operations - basic (0.7698) (0.3702)  
Net (loss) income per share from discontinued operations - diluted $ (0.7698) $ (0.3702)  
Weighted average shares outstanding - basic [1] 481,121 468,251  
Weighted average shares outstanding - diluted [1] 481,121 468,251  
Adjustments to reconcile net loss to net cash provided by operating activities:      
Impairment of goodwill $ (0) $ 2,510,875  
Written off of property and equipment 0 23,044  
Depreciation expenses 210,524 134,288  
Amortization 16,304 16,304  
Gain on fair value change of financial assets held for trading (3) (4,270)  
Share-based compensation 59,854 60,831  
Changes in operating assets and liabilities:      
Accounts receivable, net 23,042 128,395  
Inventories 0 88,550  
Prepaid expenses and other assets, net 125,660 (94,888)  
Other non-current assets 2,669 68  
Dividend payables 123,014 16,000  
Other payables and accrued liabilities (361,459) 202,004  
Income tax payable 201,180 133,938  
Subtract non-cash gain on warrant liabilities (50,179) (797,269)  
Net cash (used in) provided by operating activities from operations (2,581,539) (2,072,505)  
Cash flows from investing activities      
Purchase of property and equipment 0 0  
Purchase of financial assets at FVTPL 0 (206)  
Proceeds from disposal of financial assets at FVTPL 213 212,963  
Payment for acquisition of right-of-use assets 0 (15,336)  
Net cash (used in) provided by investing activities (118,115) 197,421  
Cash flows from financing activities:      
Proceeds from issuance of common stock 251,700 1,584,329  
Payment of lease liabilities (6,433) (4,750)  
Proceeds from secured other borrowings (516) (478,361)  
Net cash provided by financing activities 10,159,751 1,101,218  
Effect of exchange rate changes on cash and cash equivalents from operations 7,922 28,447  
Net increase/(decrease) in cash and cash equivalents 7,468,019 (745,419)  
Cash and cash equivalents at beginning of year 484,161 1,229,580  
Cash and cash equivalents at end of year 7,952,180 484,161  
Total current liabilities 693,045 749,070  
Financial Liability at FVTPL 7,205,666 0  
Mezzanine Equity      
Total mezzanine equity 2,635,000 0  
Net gain on financial liabilities at FVTPL (144,290)    
Gain on disposal of SY Media (87,603) 0  
Loss on disposal of Meixin 155,263 0  
Share of (profit)/loss of associates (24,152) 0  
Other Adjustment Items 115,813    
Other 0    
Advance to suppliers 6,672    
Advanced from customers (74,077) 0  
Advance receipts 270 0  
Proceeds from Disposal of subsidiary 781,672 0  
Acquisition of associate (900,000)    
Proceeds from issuance of preferred stock 2,635,000 0  
Proceeds from issuance of convertible notes 7,280,000 0  
Series B Preferred Stock [Member]      
Mezzanine Equity      
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 0  
Previously Reported [Member]      
Current assets      
Cash and cash equivalents 7,952,180 484,161  
Accounts receivable 0 144,509  
Prepaid expenses and other current assets 317,162 651,573  
Financial assets at fair value through profit or loss 0 210  
Total current assets 8,269,342 1,280,453  
Equity method investments 924,152 27,206  
Property and equipment, net 882,783 1,391,845  
Right-of-use assets 34,942 0  
Intangible asset, net 0 97,825  
Goodwill 0 2,077,728  
Other non-current assets 0 7,505  
Total assets 10,111,219 4,882,562  
Current liabilities      
Income tax payable 336,936 25,126  
Accrued expenses and other liabilities 121,961 455,796  
Dividend payable 177,326 54,312  
Due to related parties 23,565 27,116  
Financial lease liabilities - current 0 0  
Warrant liability 25,859 76,847  
Total current liabilities 685,647 639,197  
Long-term secured other borrowing   23,786  
Lease liability 25,641 0  
Total liabilities 7,916,954 662,983  
Commitments and contingencies (Note 20)  
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 14,047  
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 25,200,265  
Statutory and other reserves 191,219 191,219  
Accumulated losses (26,188,471) (21,238,881)  
Accumulated other comprehensive income 90,919 12,415  
Total Nocera, Inc.’s stockholders’ equity (440,735) 4,179,145  
Non-controlling interests 0 40,434  
Total equity (440,735) 4,219,579  
Total liabilities, mezzanine equity, and equity 10,111,219 4,882,562  
Net sales 13,627,944 17,013,132  
Cost of sales (13,455,267) (16,678,871)  
Gross profit 172,677 334,261  
Operating expenses      
Impairment of goodwill 0 (1,159,172)  
General and administrative expenses (2,842,170) (2,135,336)  
Share based compensation 0 0  
Total operating expenses (2,842,170) (3,294,508)  
Other (expenses) income, net      
Other income 41,424 690,514  
Net loss before income taxes (2,628,069) (2,269,733)  
Income tax expense (251,972) (124,070)  
Net loss from continuing operations (2,666,836) (2,393,803)  
Net loss from discontinued operations      
Loss on disposal (67,660) 0  
Loss from discontinued operations (145,545) 0  
Net (loss) gain from discontinued operations (213,205) 0  
Net loss (2,880,041) (2,393,803)  
Less: Preferred dividend (123,014) 0  
Less: Net income attributable to non-controlling interests 43,023 39,342  
Net loss attributable to Nocera Shareholders (2,960,032) (2,354,461)  
Other Comprehensive loss      
Net loss (2,880,041) (2,393,803)  
Foreign currency translation income (loss) (66,901) 86,491  
Total comprehensive loss (2,946,942) (2,307,312)  
Less: Net loss attributable to non-controlling interest 43,023 39,342  
Less: Foreign currency translation loss attributable to non-controlling interest (2,589) 4,549  
Comprehensive loss attributable to Nocera Shareholders $ (2,906,508) $ (2,263,421)  
Loss per share- basic $ (0.2069) $ (0.1807)  
Loss per share- diluted (0.2069) (0.1807)  
Net loss per share from continuing operations - basic (0.1920) 0  
Net loss per share from continuing operations - diluted (0.1920) 0  
Net (loss) income per share from discontinued operations - basic (0.0149) 0  
Net (loss) income per share from discontinued operations - diluted $ (0.0149) $ 0  
Weighted average shares outstanding - basic 14,433,630 13,249,705  
Weighted average shares outstanding - diluted 14,433,630 13,249,705  
Adjustments to reconcile net loss to net cash provided by operating activities:      
Impairment of goodwill $ (0) $ 1,159,172  
Written off of property and equipment   0  
Depreciation expenses 210,524 126,501  
Amortization 16,304 16,304  
Gain on fair value change of financial assets held for trading (3) (4,270)  
Share-based compensation 59,854 60,831  
Changes in operating assets and liabilities:      
Accounts receivable, net 23,042 22,440  
Inventories 0 88,550  
Prepaid expenses and other assets, net 125,660 (94,888)  
Other non-current assets 2,669 (281)  
Dividend payables 0 16,000  
Other payables and accrued liabilities (242,028) 202,794  
Income tax payable 201,180 23,210  
Subtract non-cash gain on warrant liabilities (50,179) (797,269)  
Net cash (used in) provided by operating activities from operations (2,585,122) (1,574,709)  
Cash flows from investing activities      
Purchase of property and equipment 0 (956)  
Purchase of financial assets at FVTPL 0 (206)  
Proceeds from disposal of financial assets at FVTPL 213 212,963  
Payment for acquisition of right-of-use assets 0 0  
Net cash (used in) provided by investing activities (118,115) 211,801  
Cash flows from financing activities:      
Proceeds from issuance of common stock 251,700 1,085,414  
Payment of lease liabilities (6,796) 0  
Proceeds from secured other borrowings (516) (478,361)  
Net cash provided by financing activities 10,159,388 597,053  
Effect of exchange rate changes on cash and cash equivalents from operations (11,868) 20,436  
Net increase/(decrease) in cash and cash equivalents 7,468,019 (745,419)  
Cash and cash equivalents at beginning of year 484,161 1,229,580  
Cash and cash equivalents at end of year 7,952,180 484,161  
Total current liabilities 685,647 639,197  
Financial Liability at FVTPL 7,205,666    
Mezzanine Equity      
Total mezzanine equity 2,635,000    
Net gain on financial liabilities at FVTPL (144,290)    
Gain on disposal of SY Media (87,603)    
Loss on disposal of Meixin 155,263    
Share of (profit)/loss of associates (24,152)    
Other Adjustment Items 115,813    
Other 782    
Advance to suppliers 6,672    
Advanced from customers (74,077)    
Advance receipts 270    
Proceeds from Disposal of subsidiary 781,672    
Acquisition of associate (900,000)    
Proceeds from issuance of preferred stock 2,635,000    
Proceeds from issuance of convertible notes 7,280,000    
Previously Reported [Member] | Series B Preferred Stock [Member]      
Mezzanine Equity      
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    
Revision of Prior Period, Adjustment [Member]      
Current assets      
Cash and cash equivalents 0 0  
Accounts receivable   (102,568)  
Prepaid expenses and other current assets 0 (497,317)  
Financial assets at fair value through profit or loss   0  
Total current assets 0 (599,885)  
Equity method investments 0 0  
Property and equipment, net 0 (66,015)  
Right-of-use assets 0 43,453  
Intangible asset, net   0  
Goodwill   (1,351,703)  
Other non-current assets   (349)  
Total assets 0 (1,974,499)  
Current liabilities      
Income tax payable 0 110,669  
Accrued expenses and other liabilities 0 (7,448)  
Dividend payable 0 0  
Due to related parties 0 0  
Financial lease liabilities - current 7,398 6,652  
Warrant liability 0 0  
Total current liabilities 7,398 109,873  
Long-term secured other borrowing   (23,786)  
Lease liability (7,398) 24,383  
Total liabilities 0 110,470  
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) (13,952) (13,579)  
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) 0 0  
Additional paid-in capital 13,952 13,579  
Statutory and other reserves 0 0  
Accumulated losses 0 (2,096,572)  
Accumulated other comprehensive income 0 11,603  
Total Nocera, Inc.’s stockholders’ equity 0 (2,084,969)  
Non-controlling interests   0  
Total equity 0 (2,084,969)  
Total liabilities, mezzanine equity, and equity 0 (1,974,499)  
Net sales (2,597,349) (4,890,187)  
Cost of sales 2,585,917 4,826,633  
Gross profit (11,432) (63,554)  
Operating expenses      
Impairment of goodwill 0 (1,351,703)  
General and administrative expenses 286,401 (313,461)  
Share based compensation (59,854) (60,831)  
Total operating expenses 226,547 (1,725,995)  
Other (expenses) income, net      
Other income 155,261 188  
Net loss before income taxes 370,376 (1,789,361)  
Income tax expense 0 (110,506)  
Net loss from continuing operations 157,171 (1,899,867)  
Net loss from discontinued operations      
Loss on disposal (87,603) 0  
Loss from discontinued operations (69,568) (196,705)  
Net (loss) gain from discontinued operations (157,171) (196,705)  
Net loss 0 (2,096,572)  
Less: Preferred dividend 0 (16,000)  
Less: Net income attributable to non-controlling interests 0 0  
Net loss attributable to Nocera Shareholders 0 (2,112,872)  
Other Comprehensive loss      
Net loss 0 (2,096,572)  
Foreign currency translation income (loss) 136,391 (11,603)  
Total comprehensive loss 136,391 (2,108,355)  
Less: Net loss attributable to non-controlling interest 0 0  
Less: Foreign currency translation loss attributable to non-controlling interest 0 0  
Comprehensive loss attributable to Nocera Shareholders 136,931 (2,108,175)  
Adjustments to reconcile net loss to net cash provided by operating activities:      
Impairment of goodwill (0) 1,351,703  
Written off of property and equipment   23,044  
Depreciation expenses 0 7,787  
Amortization 0 0  
Gain on fair value change of financial assets held for trading 0 0  
Share-based compensation 0 0  
Changes in operating assets and liabilities:      
Accounts receivable, net 0 105,955  
Inventories 0 0  
Prepaid expenses and other assets, net 0 0  
Other non-current assets 0 349  
Dividend payables 123,014 0  
Other payables and accrued liabilities (119,431) (790)  
Income tax payable 0 110,728  
Subtract non-cash gain on warrant liabilities 0 0  
Net cash (used in) provided by operating activities from operations 3,583 497,796  
Cash flows from investing activities      
Purchase of property and equipment 0 956  
Purchase of financial assets at FVTPL 0 0  
Proceeds from disposal of financial assets at FVTPL 0 0  
Payment for acquisition of right-of-use assets 0 (15,336)  
Net cash (used in) provided by investing activities 0 (14,380)  
Cash flows from financing activities:      
Proceeds from issuance of common stock 0 498,915  
Payment of lease liabilities 363 (4,750)  
Proceeds from secured other borrowings 0 0  
Net cash provided by financing activities 363 504,165  
Effect of exchange rate changes on cash and cash equivalents from operations 19,790 8,011  
Net increase/(decrease) in cash and cash equivalents 0 0  
Cash and cash equivalents at beginning of year 0 0  
Cash and cash equivalents at end of year 0 0  
Total current liabilities 7,398 $ 109,873  
Financial Liability at FVTPL 0    
Mezzanine Equity      
Total mezzanine equity 0    
Gain on disposal of SY Media 0    
Loss on disposal of Meixin 0    
Share of (profit)/loss of associates 0    
Other Adjustment Items 0    
Other (782)    
Advance to suppliers 0    
Advanced from customers 0    
Advance receipts 0    
Proceeds from Disposal of subsidiary 0    
Acquisition of associate 0    
Proceeds from issuance of preferred stock 0    
Proceeds from issuance of convertible notes 0    
Revision of Prior Period, Adjustment [Member] | Series B Preferred Stock [Member]      
Mezzanine Equity      
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) $ 0    
Revision of Prior Period, Reclassification, Adjustment [Member]      
Other Comprehensive loss      
Loss per share- basic $ (5.9455) $ (9.3591)  
Loss per share- diluted (5.9455) (9.3591)  
Net loss per share from continuing operations - basic (5.1906) (9.1696)  
Net loss per share from continuing operations - diluted (5.1906) (9.1696)  
Net (loss) income per share from discontinued operations - basic (0.7549) (0.3702)  
Net (loss) income per share from discontinued operations - diluted $ (0.7549) $ (0.3702)  
Weighted average shares outstanding - basic (13,952,509) (12,781,454)  
Weighted average shares outstanding - diluted (13,952,509) (12,781,454)  
[1] 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.