NOCERA, INC. 10-K

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 FOR THE TRANSITION PERIOD FROM _______ TO _______

 COMMISSION FILE NO. 001-41434

 (Exact name of registrant as specified in charter)

 Nevada

 16-1626611

 (State or other jurisdiction of incorporation)

 (IRS Employer Identification No.)

 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City 221, Taiwan (R.O.C.)

 (Address of principal executive offices and zip code)

 ( 886)- 910 - 163-358

 (Registrant's telephone number, including area code)

 SECURITIES REGISTERED PURSUANT TO SECTION 12(b)
OF THE ACT:

 Title of each class:

 Trading Symbol(s)

 Name of each exchange on which registered:

 Common Stock, par value $0.001 per share

 NCRA

 The Nasdaq Stock Market LLC

 SECURITIES REGISTERED PURSUANT TO SECTION 12(g)
OF THE ACT:

 None.

 Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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. Yes No

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). Yes No

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

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 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.

the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared
or issued its audit report.

 If securities are registered pursuant
to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect
the correction of an error to previously issued financial statements.

any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The aggregate market value
of the registrant's issued and outstanding shares of common stock held by non-affiliates of the registrant as of June 30, 2024
based on $1.10 per share, the price at which the registrant's common stock was last sold on June 28, 2024, was approximately $ 14,912,686.

 There were 14,247,539 shares
outstanding of the registrant's common stock, par value $0.001 per share, as of May 6, 2025.

 Explanatory
Note

 This Amendment No. 1 to
the Annual Report (this "Amendment") on Form 10-K of Nocera Inc., a Nevada corporation, filed with the Securities and Exchange
Commission ("SEC") on May 6, 2025 includes the restatement of the unaudited interim condensed consolidated financial statements
for the quarters ended March 31, June 30, and September 30, 2024 of Nocera Inc., a Nevada corporation. The restatement corrects errors
related to the fair value calculation of warrant liabilities, which were not appropriately remeasured during each quarter, as well as
non-current asset and liability misclassifications.

 On March 31, 2024, we recognized
our e-commerce business contract as other non-current assets and accounts payable on our balance sheet. We inadvertently concluded the
transaction, following the investigation by an examiner of the SEC, that it should have been recognized in the income statement as revenue
rather than recorded on the balance sheet. As a result, we have reversed the previously recorded other non-current asset and liability,
removing them from the balance sheet and recognizing the transaction in the appropriate financial statement to reflect its true economic
nature. Additionally, we identified that we failed to calculate and record the warrant liability and the related fair value adjustments
in each of the affected quarterly periods. These errors have been corrected in this Amendment.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 TABLE OF CONTENTS TO ANNUAL REPORT ON FORM 10-K

 For the Fiscal Year Ended December 31, 2024

 ITEM 1.

 BUSINESS

 ITEM 1A.

 RISK FACTORS

 ITEM 1B.

 UNRESOLVED STAFF COMMENTS

 ITEM 1C.

 CYBERSECURITY

 ITEM 2.

 PROPERTIES

 ITEM 3.

 LEGAL PROCEEDINGS

 ITEM 4.

 MINE SAFETY DISCLOSURES

 ITEM 5.

 MARKET FOR REGISTRANT'S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6.

 [ RESERVED ]

 ITEM 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A.

 CONTROLS AND PROCEDURES

 ITEM 9B.

 OTHER INFORMATION

 ITEM 9C

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 ITEM 11.

 EXECUTIVE COMPENSATION

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14.

 PRINCIPAL ACCOUNTING FEES AND SERVICES

 ITEM 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 EXHIBIT INDEX

 ITEM 16.

 FORM 10-K SUMMARY

 SIGNATURES

 INDEX TO FINANCIAL STATEMENTS

 i

 In this Amendment, unless otherwise stated or
as the context otherwise requires, references to "Nocera, Inc.," "Nocera," the "Company," "we,"
"us," "our" and similar references refer to Nocera, Inc., a Nevada corporation. Our logo and other trademarks
or service marks of the Company appearing in this Amendment are the property of Nocera, Inc.

 Except as stated herein, this Amendment does
not modify other disclosures in the Original Annual Report. This Amendment speaks as of the date of the Original Annual Report except
as specifically noted with regard to any subsequent events. This Amendment should be read in conjunction with the Original Annual Report
and the subsequent SEC filings of the Company.

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This Amendment contains certain "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements represent
our expectations, beliefs, intentions, or strategies concerning future events, including, but not limited to, any statements regarding
our assumptions about financial performance; the continuation of historical trends; growth strategies; the sufficiency of our cash balances
for future liquidity and capital resource needs; the expected impact of changes in accounting policies on our results of operations,
financial condition or cash flows; anticipated problems and our plans for future operations; our future financing plans and anticipated
needs for working capital; and the economy in general or the future of the food production industry, all of which were subject to various
risks and uncertainties. Such statements, when used in this Amendment and other reports, statements, and information we have filed with
the SEC, in our press releases, presentations to securities analysts or investors, in oral statements made by or with the approval of
an executive officer, are generally identifiable by use of the words "may," "will," "should," "expect,"
"anticipate," "continue," "estimate," "believe," "intend," or "project"
or the negative of these words or other variations on these words or comparable terminology. However, any statements contained in this
Amendment that are not statements of historical fact may be deemed to be forward-looking statements. These statements are expressed
in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or
accomplished.

 Although forward-looking statements in this
Annual Report reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown
risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed
in these forward-looking statements. These statements may be found under Part II Item 7 " Management's Discussion and Analysis
of Financial Condition and Results of Operations " as well as in other parts of this Amendment. Actual events or results may
differ materially from those discussed in forward-looking statements as a result of various factors as described in this Amendment generally.
In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Amendment
will in fact occur. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that
may arise after the date of this Amendment, other than as may be required by applicable law or regulation.

 Readers are urged not to place undue reliance
on these forward-looking statements, which speak only as of the date of this Amendment, and are urged to carefully review and consider
the various disclosures made by us in our reports filed with the SEC which attempt to advise interested parties of the risks and factors
that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties
materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

 This Amendment may also contains estimates,
projections, and other information concerning our industry, our business, and particular markets, including data regarding the estimated
size of those markets. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently
subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information.
Unless otherwise expressly stated, we obtained this industry, business, market, and other data from reports, research surveys, studies,
and similar data prepared by market research firms and other third parties, industry, general publications, government data, and similar
sources.

 ii

 ITEM 1.

 BUSINESS

 Overview

 Nocera, Inc. was incorporated in the State of Nevada
on February 1, 2002, with operations based in New Taipei City, Taiwan. Our primary business operations currently consist of designing,
developing and producing large scale recirculating aquaculture systems ("RASs") for fish farms along with providing consulting,
technology transfer and aquaculture project management services to new and existing aquaculture management business services.

 RASs operate by filtering water from the fish (or
shellfish) tanks so it can be reused within the tank. This dramatically reduces the amount of water and space required to intensively
produce seafood products. The steps in RASs include solids removal, ammonia removal, Co2 removal and oxygenation. Prior to 2021, we initially
focused on the Chinese market due to opportunities presented by changes to regulations governing water use for fish production in China.
As of October 2020, we had delivered 551 fish tank systems to six separate Chinese-based fish farms, and two fish tank systems to our
Taiwan showroom.

 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,
we ceased all of our operations in China and moved all of our 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.

 Corporate History

 Nocera, Inc. was incorporated in the State of Nevada
on February 1, 2002, and is based in New Taipei City, Taiwan.

 Reverse Merger

 Effective December 31, 2018, we completed a reverse
merger transaction pursuant to an Agreement and Plan of Merger (the "Agreement") with (i) GSI, (ii) GSI's stockholders,
Yin-Chieh ("Jeff") Cheng and Zhang Bi, 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 Stockholders transferred
to us all of the GSI Shares in exchange for the issuance of 6,666,667 (post-split) shares of our common stock. As a result of the reverse
merger, GSI became our wholly-owned subsidiary and Mr. Cheng and Zhang Bi, the former stockholders of GSI, became our controlling stockholders.
The share exchange transaction with GSI was treated 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 assets or operations.

 In anticipation of the reverse merger, GSI undertook
a reorganization and became the 100% holding company of Guizhou Grand Smooth Technology Ltd ("GZ GST") and GSI Guizhou Wan
Feng Hu Intelligent Aquatic Technology Co. Limited ("GZ WFH"), which were all controlled by the same stockholders before and
after the reorganization, pursuant to a series of contractual agreements (the "GZ WFH VIE Agreements"). As a result, GSI,
through GZ GST, was determined to be the primary beneficiary of GZ WFH and GZ WFH became a variable interest entity ("VIE")
of GSI. Accordingly, GSI consolidated GZ WFH's operations, assets and liabilities.

 GZ WFH was incorporated in Xingyi City, Guizhou Province,
People's Republic of China (PRC) on October 25, 2017, and was engaged in providing fish farming containers service, which integrated
sales, installments, and maintenance of aquaculture equipment.

 Divestiture of GZ WFH

 On September 21, 2020, we terminated our relationship
with GZ WFH and its management, and the GZ WFH Agreements between the parties were terminated as well.

 Subsequently on October 8, 2020, Zhang Bi and GZ WFH
entered into a Settlement Agreement and Release with us wherein all claims as to GZ WFH's debt (claim to our shares or GZ GST) were compromised,
settled, and otherwise resolved as to any and all claims or causes of action whatsoever against us for any matter, action, or representation
as to Nocera, and any debt to ownership of Nocera or GZ GST up to the date of the settlement agreement. The consideration for the settlement
agreement was mutual waiver of any and all claims against each other and GZ GST, and GZ WFH (including Zhang Bi) waived any claims to
our stock, and the 3,166,667 (post-split) shares of our common stock owned by Zhang Bi were cancelled.

 XFC Sale

 On December 31, 2020, we exchanged 466,667 (post-split)
shares of our restricted common stock to stockholders of Xin Feng Construction Co., Ltd., a Taiwan limited liability company ("XFC"),
in exchange for 100% controlling interest in XFC. We also entered into contractual arrangements with a stockholder of XFC, that enabled
us to have the power to direct the activities that most significantly affects the economic performance of XFC and receive the economic
benefits of XFC that could be significant to XFC. On November 30, 2022, we entered into a Purchase of Business Agreement with Han-Chieh
Shih (the "Purchaser"), in which we sold our controlling interest of XFC, to the Purchaser for a total purchase cash price
of $300,000 (the "XFC Sale"). The closing of the XFC Sale occurred on November 30, 2022 and the XFC variable interest entity
agreements were terminated in connection with the XFC Sale.

 Reverse Stock Split

 On July 26, 2022, we filed a Certificate of Amendment
with the Secretary of State of the State of Nevada to implement a 2-for-3 reverse stock split of our outstanding common stock, with fractional
shares resulting from the reverse stock split being rounded up to the nearest whole number. The reverse stock split was effected on August
11, 2022.

 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 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.

 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 the PRC. 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 ("Xinca 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 of the Company.

 The Equity Purchase Agreements with SY Culture

 On April 14, 2024, we entered into an Equity Purchase
Agreement with Hangzhou SY Culture Media Co. Ltd. ("SY Culture Purchase Agreement"), a domestic funded limited liability company
registered in the PRC. The SY Culture Purchase Agreement was entered into by our wholly-owned subsidiary and foreign enterprise, Gui Zhou
Grand Smooth Technology Ltd., in which we issued 600,000 shares of our restricted common stock for a 100% equity in SY Culture.

 Nasdaq

 We received a deficiency letter (the "Nasdaq
Letter") from Nasdaq notifying us that, for the 30 consecutive business days from November 29, 2024 through January 14, 2025, the
closing bid price of our common stock had not been maintained at the minimum required closing bid price of at least $1.00 per share, as
required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Rule").

 In accordance with the listing rules of Nasdaq, we
have been given 180 calendar days, or until July 14, 2025 (the "Compliance Date"), to regain compliance with the Bid Price
Rule. If we are unable to regain compliance prior to the Compliance Date, we may be eligible for an additional 180 calendar days to satisfy
the Bid Price Rule. To qualify, we will be required to meet the continued listing requirement for market value of publicly held shares
and all other initial listing standards for The Nasdaq Capital Market with the exception of the Bid Price Rule, and will need to provide
written notice of our intention to cure the deficiency during such additional compliance period, by effecting a reverse stock split, if
necessary.

 The Nasdaq Letter does not result in the immediate
delisting of our common stock and our common stock will continue to trade uninterrupted on The Nasdaq Capital Market under the symbol
"NCRA."

 Business Developments

 The following highlights recent material developments
in our business:

 On January 4, 2024, we announced that the Board appointed Feng-Hua Chen as the Chief Operating Officer.

 On January 31, 2024, we entered into the Xinca VIE Agreements with the majority shareholder of Xinca.

 On April 14, 2024, we entered into Equity Purchase Agreement with SY Culture.

 On October 16, 2024, we engaged with Enrome LLP and appoint the New Auditor
as our independent registered public accounting firm.

 Corporate Structure

 We conduct our operations through (i) Nocera Taiwan
Branch; (ii) Meixin; (iii) Xinca; and (iv) SY Culture, an unincorporated division of the Company ("NTB"). Our other subsidiaries,
Meixin, located in Taipei City, Taiwan, Shanghai Nocera Culture Co., Ltd., which wholly owns
Xinca, and GSI, which wholly-owns GZ GST and SY Culture. Both Xinca and SY Culture are located in Hangzhou, China.

 We acquired GSI in a reverse merger on December 31,
2018. Prior to the merger, we were a "shell company" as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act). GSI is the parent holding company of GZ GST, which was incorporated on November 13, 2018, as a wholly
foreign-owned enterprise established in the PRC. Both GSI and GZ GZT are currently dormant and do not conduct any operations. We currently
do not conduct any operations in China or Hong Kong.

 In December 2020, we added XFC as a VIE in order to
obtain a Class A construction license to construct indoor RASs and solar sharing fish farms. On November 30, 2022, we entered into a Purchase
of Business Agreement with Han-Chieh Shih, in which we sold our controlling interest of XFC, to the Purchaser for a total purchase cash
price of $300,000. The closing of the XFC Sale occurred on November 30, 2022 and the XFC VIE agreements were terminated in connection
with the XFC Sale. As of November 30, 2022, we ceased providing services to construct indoor RASs and solar sharing fish farms in Taiwan.

 NTB was established on January 14, 2021 in Taiwan.
In October 2021, Nocera began its eel trading business in response to domestic demands created by the COVID-19 lockdown. NTB currently
procures and sells eel in Taiwan and plans to trade other types of seafood, such as tilapia and milkfish, in the near future.

 On September 7, 2022, we entered into a series of
contractual agreements with the majority stockholder of Meixin 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. Therefore, in accordance with ASC 810 "Consolidation," we are considered
the primary beneficiary of Meixin and have consolidated Meixin's assets, liabilities, results of operations, and cash flows in the accompanying
consolidated financial statements.

 On January 4, 2024 we established Shanghai
Nocera Culture Co., Ltd. ("Shanghai Nocera") and combined Xinca for the e-commerce business in China.

 On April 14,
2024, GZ GST entered into Equity Purchase Agreement with SY Culture to expend the e-commerce business, specifically with foods and kitchen
goods retail channel.

 Significant Products & Services

 We manufacture, sell, and install RASs for land-based
fish farms. Originally, our systems were designed and constructed from used marine shipping containers. We then developed our next generation
of RASs, a cylindrical shaped tank that holds approximately 15,000 U.S. gallons of water, which we believe make them among the largest
systems in the market.

 There are several significant benefits to our RASs:

 the system provides a controlled and "traceable" environment;

 the recirculating aquaculture system can be installed almost anywhere and requires minimal site preparation; and

 it benefits local economies by providing fresher and, therefore, generally healthier fish.

 Nocera's RASs include the fish tank, circulation
and filtration systems.

 Nocera Land-based RASs Overview

 Height / width

 1.5m/10m

 Main composition of our tank

 Environmental-friendly PE

 Yield per growing season (Tilapia)

 11,000 lbs.

 Fish farming density

 100-109 lb./m3

 Price per RASs Total Solution

 $35,000 USD

 Our RASs can raise both freshwater and saltwater fish,
as well as a variety of crustaceans.

 Nocera Recirculating Aquaculture System

 Market Overview

 Global fish consumption has long been on the rise
at a rate higher than any other source of animal protein, and the trend is expected to continue. With overfishing already threatening
the earth's marine ecosystem, it is anticipated that a significantly larger proportion of fish consumption would be farm-raised instead
of wild-caught in the future.

 Also, the trade conflict between the U.S. and China
has led to a greater demand for non-Chinese origin seafood products from the U.S. market.

 On a broader perspective, as the world rapidly begins
a transition towards net zero carbon emissions in response to the ever-more pressing threat of climate change, it is foreseeable that
solar energy will be the go-to option for many countries as a new source of green energy.

 We believe that the RASs, with its proven advantage
in producing more fish in a more cost-effective and environmentally friendly manner while offering greater location flexibility and the
potential for a "solar-fish sharing mode," is a perfect solution to address the opportunities highlighted above.

 Consulting Services

 We also provide consulting services and solutions
for aquaculture projects, where we offer design innovation and RAS expertise to increase revenue, while decreasing operating expenses,
allowing clients to operate more efficiently while increasing production. Additionally, we show clients how to operate more strategically
by diversifying the species of fish raised to meet market demands. Our equipment enhances the management of fish farms by reducing the
incidence of disease among the fish populations, while reducing water pollution from inland fish farms. We currently provide such services
in Taiwan and intend to expand into other international markets and the United States to increase revenues and operate more efficiently.

 We provide the following service offerings:

 for qualified investors or investment groups who are interested in capitalizing on the potential of the aquaculture industry and want to develop or take part in commercial fish farming or shrimp farming but lack the experience, design, installation, build and management of aquaculture projects to meet these interests;

 a full range of pilot and management services to aquaculture companies and new aquaculture projects throughout Taiwan and potentially the rest of the world, providing tailored solutions to meet customer needs and to fulfill our commitment, to encourage and support clean water and clean fish products from the fish farm to the table; and

 select equipment and materials from suppliers to provide unique service offerings structured to generate higher profit margins.

 Strategy

 We plan to focus on countries with a growing population
and growing demand for food. By 2050, we will need to double the global food supply to feed the world's growing population. 1
There is a growing need for new ways to produce high-quality local fish without putting more pressure on our natural ecosystems. Like
Taiwan, there are also many countries with a growing population and growing demand for high-protein food. We plan to go global through
building demo sites promoting our RASs and selling our price-competitive systems in these countries to meet their demand for food and
to satisfy their desire for a greener environment.

 ______________________

 ] Ranganathan
et al, How to Sustainably Feed 10 Billion People by 2050, in 21 Charts, WORLD RESOURCES INSTITUTE (Dec. 5, 2018);
How%20to%20Sustainably%20Feed%2010%20Billion%20People%20by%202050%2C%20in%2021%20Charts,-December%205%2C%202018&text=There%20is%20a%20big%20shortfall,than%20there%20were%20in%202010.

 In January 2021, we moved our operation and market
focus from China to Taiwan. In 2021, we established a Nocera Taiwan Branch to focus on customers in a variety of sectors, such as individual
investors, government supported or funded companies, and international customers. We have received interest from areas like Japan, Thailand,
Jordan, South Africa and the United States.

 During the year ended December 31, 2024 and 2023,
the net sales were approximately $17.01 million and approximately $23.9 million, respectively.

 Construction Services

 Prior to terminating the variable interest entity
agreements with XFC in connection with the XFC Sale, we were the only provider of RAS solar power energy sharing and construction services
in Taiwan. As of the filing date of this Annual Report on Form 10-K, we have no intention of providing services to construct indoor RASs
and solar sharing fish farms in Taiwan.

 Customers

 In 2024, we targeted customers in a variety of markets
(e.g., Japan, Taiwan, Thailand, Jordan, South Africa and the United States), such as individual investors, government supported or funded
companies and other types of international customers. During the year ended December 31, 2024 and 2023, the net sales were approximately
$17.01 million and approximately $23.9 million, respectively.

 Suppliers

 We purchase raw materials and parts and equipment
from third parties locally in Taiwan and build and sell them to customers. We are not directly involved in the production or manufacturing
of readily available equipment, and we do not take a risk in the repair and maintenance of the equipment because of the manufacturer's
maintenance policy. We have identified and sourced multiple suppliers in Taiwan, and our relationships with suppliers are generally good.
We expect that our suppliers will be able to meet the anticipated demand for our products in the foreseeable future. There can be no assurance
that our suppliers will continue to meet our needs, particularly as we ramp up our expansion into the U.S. and other markets around the
world.

 Competition

 The market for aquaculture projects and services is
highly competitive. Many of the producers and sellers are large entities that have significantly greater resources than we have. We also
compete with small suppliers which provide smaller alternative aquaculture solutions regionally but due to the size of our projects, we
believe that we should have a better price point.

 Trademarks and Patents

 We do not own any trademarks or patents.

 Sales and Marketing

 We continue to market our brand by offering unique
and better incentives to the consumers. Our target market is not only limited to the direct processing plants; instead, consumers will
be informed about the uniqueness of the fish product, and the important health benefits of fish protein.

 Further, we plan to increase the species selection
and product form through the investment of the additional 500 tanks; among all we plan to build a hatchery system by collaborating with
professionals to promote and maintain healthy, self-sustaining populations of fish and other aquatic species. We are aiming for the direct
wholesale option, including live hauling, restaurants, supermarkets and specialty stores. As of December 2024, we sell our 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 addition to utilizing Meixin's distribution channel, we will move towards online marketing as well
to achieve a greater market share.

 Manufacturing Operations

 Currently, we manufacture RASs through our branch
office in Taiwan and may manufacture RASs through our Chinese subsidiaries. Additionally, we provide consulting services regarding RAS
technology transfer and aquaculture project management services to customers in Taiwan.

 Government Regulation

 We are subject to many varying laws and regulations
in Taiwan and throughout the world, including, without limitation, those related to privacy, data protection, intellectual property, consumer
protection, e-commerce, marketing, advertising, messaging, rights of publicity, health and safety, employment and labor, product liability,
accessibility, competition, and taxation. These laws and regulations are constantly evolving and may be interpreted, applied, created,
or amended in a manner that could harm our current or future business and operations. In addition, it is possible that certain governments
may seek to block or limit our products and services or otherwise impose other restrictions that may affect the accessibility or usability
of any or all of our products and services for an extended period of time or indefinitely.

 Our properties and operations are subject to a number
of environmental, health and safety laws and regulations in each of the jurisdictions in which we operate. Under certain of these laws
and regulations, we may be subject to joint and several liability for environmental investigations and cleanups, including at properties
that we currently or previously owned or operated, or at sites at which waste we generated was disposed, even if the contamination was
not caused by us or was legal at the time it occurred.

 We are also subject to laws regulating consumer products
in the jurisdictions in which we sell our products. In the United States for instance, certain of our products are subject to the U.S.
Consumer Product Safety Act, under which the U.S. Consumer Product Safety Commission may exclude products from the market that are found
to be unsafe or hazardous, require repair, replacement or refund of products, impose fines for noncompliance with requirements and impose
fines for failure to timely notify them of potential safety hazards.

 Also, with respect to the potential sale of eel and
any other seafood into the United States, we are subject to extensive regulation, including, among other things, the Food, Drug and Cosmetic
Act, as amended by the Food Safety Modernization Act ("FSMA"), the Public Health Security and Bioterrorism Preparedness and
Response Act of 2002, and the rules and regulations promulgated thereunder by the U.S. Food and Drug Administration (the "FDA").
The FSMA was enacted in order to aid the effective prevention of food safety issues in the food supply. This comprehensive and evolving
regulatory program impacts how food is grown, packed, processed, shipped and imported into the United States and it governs compliance
with Good Manufacturing Practices regulations. The FDA has finalized seven major rules to implement FSMA, recognizing that ensuring the
safety of the food supply is a shared responsibility among many different points in the global supply chain. The FSMA rules are designed
to make clear specific actions that must be taken at each of these points to prevent contamination. Some aspects of these laws use a strict
liability standard for imposing sanctions on corporate behavior. If we fail to comply with applicable laws and regulations, we may be
subject to civil remedies, including fines, injunctions, recalls, or seizures, and criminal sanctions, any of which could impact our results
of operations.

 In addition, the Nutrition Labeling and Education
Act of 1990 prescribes the format and content of certain information required to appear on the labels of food products.

 Our operations and products are also subject to state
and local regulation, including the registration and licensing of plants, enforcement by state health agencies of various state standards,
and the registration and inspection of facilities. Compliance with federal, state and local regulation is costly and time-consuming. Enforcement
actions for violations of federal, state, and local regulations may include seizure and condemnation of products, cease and desist orders,
injunctions or monetary penalties. We believe that our practices are sufficient to maintain compliance with applicable government regulations.

 We are subject to certain regulations by the U.S.
Federal Trade Commission. Advertising of our products is subject to such regulation pursuant to the Federal Trade Commission Act and the
regulations promulgated thereunder.

 We are also subject to certain health and safety regulations,
including regulations issued pursuant to the Occupational Safety and Health Act. These regulations require us to comply with certain manufacturing,
health, and safety standards to protect our employees from accidents.

 Our business depends in part on environmental regulations
and programs of Taiwan that promote cleaner water sources to restore clean water back to people. Our customers may be encouraged with
incentives by the local governments relating to aquaculture investment. The approvals of land, licenses or permits, are required from
relevant central and local government authorities. In addition, from time to time, relevant government authorities may impose new regulations
at a local level regulating fish farming. We believe that we have skills to help our customers obtain all necessary licenses, registrations
and permits to comply with all requirements necessary to allow our customers and investors to conduct aquaculture business in Taiwan.

 Listing on The Nasdaq Capital Market

 Our common stock is listed on The Nasdaq Capital Market
under the symbol "NCRA" since August 11, 2022.

 Legal Proceedings

 We are currently not a party to any legal or administrative
proceedings and are not aware of any pending or threatened legal or administrative proceedings against us in all material aspects. We
may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.

 Property

 We own 229 contiguous acres of land located in Montgomery
County, Alabama up to the date of this Annual Report on Form 10-K.

 Seasonality

 Since the global growing demand from aquaculture production
along with the decreasing production from wild fisheries and our fish farming systems provide a controlled and traceable environment for
species, our business rarely suffers a seasonal impact.

 Human Capital Resources

 As of December 31, 2024, we had a total of 22 employees,
including 19 full-time employees and 3 part-time employees. In addition, we have 12 consultants. We are compliant with local prevailing
wage, contractor licensing and have good relations with our employees.

 Our human capital resources objectives
include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and
consultants. The principal purposes of our equity and cash incentive plans are to attract, retain and reward personnel through the granting
of stock-based and cash-based compensation awards, in order to increase stockholder value and the success of our Company by motivating
such individuals to perform to the best of their abilities and achieve our objectives.

 Corporate Information

 Our principal executive offices are located at 3F
(Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City 221, Taiwan (R.O.C.). Our telephone number is 886-910-163-358.

 Available Information

 Our website address is www.nocera.company.
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, any amendments to those reports, proxy and
registration statements filed or furnished with the SEC, are available free of charge through our website. We make these materials available
through our website as soon as reasonably practicable after we electronically file such materials with, or furnish such materials to,
the SEC. The reports filed with the SEC by our executive officers and directors pursuant to Section 16 under the Exchange Act are also
made available, free of charge on our website, as soon as reasonably practicable after copies of those filings are provided to us by those
persons. These materials can be accessed through the "Investor Relations" section of our website. The information contained
in, or that can be accessed through, our website is not part of this Annual Report on Form 10-K.

 ITEM 1A.

 RISK FACTORS

 Our business is subject to many risks and uncertainties,
which may affect our future financial performance. If any of the events or circumstances described below occur, our business and financial
performance could be adversely affected, our actual results could differ materially from our expectations, and the price of our securities
could decline. The risks and uncertainties discussed below are not the only ones we face. There may be additional risks and uncertainties
not currently known to us or that we currently do not believe are material that may adversely affect our business and financial performance.
The statements contained in this Annual Report on Form 10-K that are not historic facts are forward-looking statements that are subject
to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking
statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed.
In that case, the trading price of our securities could decline, and investors in our securities may lose all or part of their investment.

 Risks Related to Our Business

 There is substantial doubt of our ability to
continue as a going concern.

 We have incurred net losses since our
inception. In the twelve months ended December 31, 2024 and 2023, we incurred operating losses of $2,393,803 and $4,159,354,
respectively. As at December 31, 2024, we have working capital of $641,256 and had an accumulated deficit of $21,238,881. In their
audit report for the fiscal year ended December 31, 2024 included in this report, our auditors have expressed their concern as
to our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate
cashflows from operations and obtain financing. We intend to continue funding our operations through equity and debt financing
arrangements, which may be insufficient to fund our capital expenditures, working capital and other cash requirements in the long
term. There can be no assurance that the steps management is taking will be successful.

 We have a limited operating history in an evolving
industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

 We have a limited operating history on which to base
an evaluation of its business and prospects. We are subject to all the risks inherent in a small company seeking to develop, market and
distribute new services, particularly companies in evolving markets. The likelihood of our success must be considered, in light of the
problems, expenses, difficulties, complications and delays frequently encountered in connection with the development, introduction, marketing
and distribution of new products and services in a competitive environment.

 Such risks for us include, but are not limited to,
dependence on the success and acceptance of our services and the management of growth. In view of our limited operating history, we believe
that period-to-period comparisons of its operating results are not necessarily meaningful and should not be relied upon as an indication
of future performance.

 We are therefore subject to many of the risks common
to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial, and other
resources and lack of revenues.

 If we fail to raise capital when needed it will
have a material adverse effect on our business, financial condition and results of operations.

 We have limited revenue-producing operations and will
require proceeds from future offerings to execute its full business plan. A failure to raise capital when needed would have a material
adverse effect on our business, financial condition and results of operations. In addition, debt and other debt financing may involve
a pledge of assets and may be senior to interests of equity holders. Any debt financing secured in the future could involve restrictive
covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for us
to obtain additional capital or to pursue business opportunities, including potential acquisitions. If adequate funds are not obtained,
we may be required to reduce, curtail or discontinue operations.

 Our ability to obtain additional capital on acceptable
terms is subject to a variety of uncertainties, including:

 investors' perception of, and demand for, our securities;

 conditions of the U.S. and other capital markets in which we may seek to raise funds; and

 our future results of operations, financial condition and cash flow.

 Our failure to successfully market our brands
could result in adverse financial consequences.

 We believe that continuing to strengthen our brands
is critical to achieving our widespread acceptance, particularly in light of the competitive nature of the market in which we operate.
Promoting and positioning its brands will depend largely on the success of our marketing efforts and our ability to provide high quality
services. There can be no assurance that brand promotion activities will yield increased revenues or that any such revenues would offset
the expenses incurred us in building our brand. If we fail to promote and maintain our brand or incur substantial expenses in an attempt
to promote and maintain our brand or if our existing or future strategic relationships fail to promote our brand or increase brand awareness,
our business, results of operations and financial condition would be materially adversely affected.

 We may not generate the same level of revenues
from general construction projects.

 Our revenues for the year ended December 31, 2024
and for the year ended December 31, 2023 were approximately $17.01 million and $23.9 million, respectively. There were five customers
(Sano Morio, Handou Syuji, Ming-Chi Chen, Kai-Ling Chen and Sano Morimoto) who represented approximately 81.8% of our total revenue for
the year ended December 31, 2024 of our total revenue for the prior year period. These customers are not located in mainland China or
Hong Kong. Our future plan of operations is to shift away from general construction services to the construction of fish farms and fish
trading business. There can be no guarantee that such shift in operations will generate the same levels of revenues previously generated
through our variable interest entities.

 There is no assurance that we will be profitable.

 There is no assurance that we will earn profits in
the future, or that profitability will be sustained. There is no assurance that future revenues will be sufficient to generate the funds
required to continue our business development and marketing activities. If we do not have sufficient capital to fund our operations, we
may be required to reduce our sales and marketing efforts or forego certain business opportunities.

 We may not have the ability to manage our growth.

 We anticipate that significant expansion will be required
to address potential growth in our customer base and market opportunities. Our anticipated expansion is expected to place a significant
strain on our management, operational and financial resources. To manage any material growth of its operations and personnel, we may be
required to improve existing operational and financial systems, procedures and controls and to expand, train and manage our employee base.
There can be no assurance that our planned personnel, systems, procedures and controls will be adequate to support our future operations,
that management will be able to hire, train, retain, motivate and manage required personnel or that our management will be able to successfully
identify, manage and exploit existing and potential market opportunities. If we are unable to manage growth effectively, our business,
prospects, financial condition and results of operations may be materially adversely affected.

 We will need additional financing in order to
grow our business.

 From time to time, in order to expand operations to
meet customer demand, we will need to incur additional capital expenditures. These capital expenditures are intended to be funded from
third party sources, including the incurring of debt and/or the sale of additional equity securities. In addition to requiring additional
financing to fund capital expenditures, we may require additional financing to fund working capital, research and development, sales and
marketing, general and administrative expenditures and operating losses. The incurrence of debt creates additional financial leverage
and therefore an increase in the financial risk of our operations. The sale of additional equity securities will be dilutive to the interests
of current equity holders. In addition, there can be no assurance that such additional financing, whether debt or equity, will be available
to us or that it will be available on acceptable commercial terms. Any inability to secure such additional financing on appropriate terms
could have a materially adverse impact on our business, financial condition and operating results.

 We rely on our executive officers.

 Our success is dependent on our current executive
officers. Our success also depends in large part on the continued service of our key operational and management personnel. We face intense
competition from our competitors, customers and other companies throughout the industry. The loss of any our executive officers, specifically
Mr. Andy Jin, our Chief Executive Officer, or any failure on our part to hire, train and retain a sufficient number of qualified professionals
could impair our business.

 We rely on the performance of highly skilled
personnel, and if we are unable to attract, retain and motivate well-qualified employees, our business could be harmed.

 We are, and will be, heavily dependent on the skill,
acumen and services of our management and other employees. Our future success depends on our continuing ability to attract, develop, motivate
and retain highly qualified and skilled employees. Qualified individuals are in high demand, and we may incur significant costs to attract
them. In addition, the loss of any of our senior management or key employees could materially adversely affect our ability to execute
our business plan, and we may not be able to find adequate replacements. We cannot ensure that we will be able to retain the services
of any members of our senior management or other key employees. If we do not succeed in attracting well-qualified employees or retaining
and motivating existing employees, our business could be harmed.

 We may have inadvertently violated Section 13(k)
of the Exchange Act (implementing Section 402 of the Sarbanes-Oxley Act of 2002) and may be subject to sanctions as a result.

 Section 13(k) of the Exchange Act provides that it
is unlawful for a company that has a class of securities registered under Section 12 of the Exchange Act to, directly or indirectly, including
through any subsidiary, extend or maintain credit in the form of a personal loan to or for any of its directors or executive officers.
In 2019, we did not have a corporate bank account established in Hong Kong or the U.S., and certain funds that were supposed to be deposited
into such corporate bank account were instead deposited into the personal bank account of our former Chairman of the Board of Directors
of the Company ("Board"), President, Chief Executive Officer and Director, Yin-Chieh Cheng, which was considered to be a personal
loan made by us to Yin-Chieh Cheng and may have violated Section 13(k) of the Exchange Act. The receivable was repaid to us in January
2020. Issuers that are found to have violated Section 13(k) of the Exchange Act may be subject to civil sanctions, including injunctive
remedies and monetary penalties, as well as criminal sanctions. The imposition of any of such sanctions on us could have a material adverse
effect on our business, financial position, results of operations or cash flows.

 Future acquisitions may have an adverse effect
on our ability to manage our business.

 Selective acquisitions currently form part of our
strategy to further expand our business. If we are presented with appropriate opportunities, we may acquire additional businesses, services
or products that are complementary to our core business. Future acquisitions and the subsequent integration of new companies into ours
would require significant attention from our management. Future acquisitions would also expose us to potential risks, including risks
associated with the assimilation of new operations, services and personnel, unforeseen or hidden liabilities, the diversion of resources
from our existing businesses and technologies, the inability to generate sufficient revenue to offset the costs and expenses of acquisitions
and potential loss of, or harm to, relationships with employees as a result of integration of new businesses. The diversion of our management's
attention and any difficulties encountered in any integration process could have a material adverse effect on our ability to manage our
business.

 The value of seafood which we sell (e.g., eel)
is subject to fluctuation which may result in volatility of our results of operations and the value of an investment in us.

 Our business is partly dependent upon the sale of
eel which value is subject to fluctuation and which value greatly fluctuates. Our net sales and operating results vary significantly due
to the volatility of the value of eel and any other seafood that we sell which may result in the volatility of the market price of our
common stock.

 We are highly susceptible to changes in market
demand for the types of seafood for which our recirculating aquaculture systems are used.

 A significant portion of our revenues are derived
from constructing recirculating aquaculture systems for fish farming. We therefore are highly susceptible to changes in market demand
for the seafood for which our systems are used, which may be impacted by factors over which we have limited or no control. Factors that
could lead to a decline in market demand for seafood in general and specifically the type of fish farmed using our systems include economic
conditions and evolving consumer preferences. A substantial downturn in market demand for such seafood may have a material adverse effect
on our business and on our results of operations.

 A portion of our revenues are derived from a
single product, eel and therefore we are highly susceptible to changes in market demand, which may be affected by factors over which we
have limited or no control.

 Approximately 98% of our revenues are derived from
a single product, eel. We therefore are highly susceptible to changes in market demand, which may be impacted by factors over which we
have limited or no control. Factors that could lead to a decline in market demand for eel include economic conditions and evolving consumer
preferences. A substantial downturn in market demand for eel may have a material adverse effect on our business and on our results of
operations.

 There are risks associated with outsourced production
that may result in a decrease in our profit.

 The possibility of delivery delays, product defects
and other production-side risks stemming from outsourcers cannot be eliminated. In particular, inadequate production capacity among outsourced
manufacturers could result in us being unable to supply enough product amid periods of high product demand, the opportunity costs of which
could be substantial.

 We have limited insurance coverage.

 We do not have any business liability, disruption
or litigation insurance coverage for our operations in Taiwan. Any uninsured occurrence of loss or litigation or business disruption may
result in the incurrence of substantial costs and the diversion of resources, which could have an adverse effect on our operating results.

 Competitors and potential competitors may develop
products and technologies that make ours obsolete or garner greater market share than ours.

 Our ability to compete successfully will depend on
our ability to demonstrate that our products are superior to and/or less expensive than other products available in the market. Some of
our competitors have the benefit of marketing their products under brand names that have better market recognition than ours or have stronger
marketing and distribution channels than we do. Increased competition as to any of our products could result in price reduction, reduced
margins and loss of market share, which could negatively affect our profitability.

 Certain of our competitors may benefit from government
support and other incentives that are not available to us. As a result, our competitors may be able to develop competing and/or superior
products and compete more aggressively and sustain that competition over a longer period of time than we can. As more companies develop
new intellectual property in our markets, a competitor could acquire patent or other rights that may limit our ability to successfully
market our product.

 We may produce products of inferior quality
which would cause us to lose customers.

 Although we make an effort to ensure the quality of
our RASs, they could from time to time contain defects, anomalies or malfunctions that are undetectable at the time of shipment, installation
and initial testing. These defects, anomalies or malfunctions could be discovered after our products are shipped to customers and installed
and tested at the site, resulting in the return or exchange of our products or discontinuation of the use of our products, which could
negatively impact our operating results.

 If our technologies or products are stolen,
misappropriated, or reverse engineered, others could use the technologies to produce competing technologies or products.

 Third parties, including our collaborators, contractors,
and others involved in our business often have access to our technologies. If our technologies or products were stolen, misappropriated,
or reverse engineered, they could be used by other parties that may be able to reproduce our technologies or products using our technologies
for their own commercial gain. If this were to occur, it would be difficult for us to challenge this type of use, especially since we
do not own any patents or other intellectual property rights with respect to our technologies and products.

 We are subject to certain risks by virtue of
our international operations.

 We mainly operate in Taiwan and plan to expand in
other international countries and in the United States. We expect to expand our operations significantly by accessing new markets abroad
and expanding our services offerings. Our ability to manage our business and conduct our operations in other international countries and
in the United States requires considerable management attention and resources and is subject to the particular challenges of supporting
a growing business in an environment of multiple languages, cultures, customs, legal systems, alternative dispute systems, regulatory
systems and commercial infrastructures. Furthermore, in most international markets, we would not be the first entrant, and our competitors
may be better positioned than we are to succeed. Expanding in other international countries and in the United States may subject us to
risks that we have either not faced before or increase our exposure to risks that we currently face, including risks associated with:

 recruiting and retaining qualified, multi-lingual employees, including customer support personnel;

 increased competition from similar local businesses and potential preferences by local populations for local providers;

 compliance with applicable foreign laws and regulations, including different liability standards and regulations;

 providing solutions in different languages for different cultures;

 credit risk and higher levels of payment fraud;

 compliance with anti-bribery laws;

 currency exchange rate fluctuations;

 foreign exchange controls that might prevent us from repatriating cash earned outside the United States;

 political and economic instability in some countries;

 double taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which we operate; and

 higher costs of doing business in other international countries.

 Natural disasters or other catastrophic events
could harm our operations.

 Our operations in the U.S. and Taiwan could be subject
to significant risk of natural disasters, including earthquakes, hurricanes, typhoons, flooding and tornadoes, as well as other catastrophic
events, such as terrorist attacks or wars. For example, our manufacturers are all located in Taiwan, which is susceptible to typhoons
and earthquakes. Any disruption in our manufacturers' manufacturing facilities arising from these and other natural disasters or other
catastrophic events could cause significant delays in the production or shipment of the components of our products until such manufacturers
are able to shift production to different facilities or until we are able to arrange for other third party manufacturers to manufacture
the components of our products. The affected manufacturers may not be able to obtain alternate capacity to manufacture the components
of our products or we may not be able to arrange for other third party manufacturers to manufacture the components of our products on
favorable terms or at all. The occurrence of any of these circumstances may adversely affect our financial condition and results of operation.

 The primary substantial portion of our revenues
will be derived from Taiwan.

 We anticipate that sales of our services in Taiwan
will represent our primary revenues in the near future. Any significant decline in the condition of the economy of Taiwan could adversely
affect consumer demand of our services, among other things, which in turn would have a material adverse effect on our business and financial
condition.

 Currency fluctuations may adversely affect our
business and if the NT dollar were to decline in value, that would reduce our revenue in U.S. dollar terms.

 Our reporting currency is the U.S. dollar and our
operations in Taiwan use their local currency 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. Similarly, to the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign
currency denominated transactions results in increased 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. If there is a change in foreign currency exchange rates, the conversion of the foreign subsidiaries' financial statements
into U.S. dollars will lead to a translation gain or loss which is recorded as a component of other comprehensive income. In addition,
we have certain assets and liabilities that are denominated in currencies other than the relevant entity's functional currency. Changes
in the functional currency value of these assets and liabilities create fluctuations that will lead to a transaction gain or loss. We
have not entered into agreements or purchased instruments to hedge our exchange rate risks, although we may do so in the future. The availability
and effectiveness of any hedging transaction may be limited, and we may not be able to successfully hedge our exchange rate risks.

 We may be subject to product liability claims
if people or properties are harmed by the services sold by us.

 The components of our products intended to be sold
by us, as part of our services, are manufactured by third parties. The components of our products may be defectively designed or manufactured.
As a result, sales of the products could expose us to liability claims relating to personal injury or property damage and may require
product recalls or other actions. Third parties subject to such injury or damage may bring claims or legal proceedings against us as the
reseller of the products. We do not currently maintain any third-party liability insurance or products liability insurance in relation
to products we intend to sell in conjunction with our services. As a result, any material products liability claim or litigation could
have a material and adverse effect on our business, financial condition and results of operations. Even unsuccessful claims could result
in the expenditure of funds and managerial efforts in defending them and could have a negative impact on our reputation.

 Risk of litigation.

 We and/or its directors and officers may be subject
to a variety of civil or other legal proceedings, with or without merit. From time to time in the ordinary course of its business, we
may become involved in various legal proceedings, including commercial, employment and other litigation and claims, as well as governmental
and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management's attention and resources and
cause us to incur significant expenses. Furthermore, because litigation is inherently unpredictable, the results of any such actions may
have a material adverse effect on our business, operating results or financial condition.

 Even if the claims are without merit, the costs associated
with defending these types of claims may be substantial, both in terms of time, money, and management distraction. The results of litigation
and claims to which we may be subject cannot be predicted with certainty. Even if these matters do not result in litigation or are resolved
in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them,
could harm our business, results or operations and reputation.

 Third parties may assert that our employees
or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.

 We employ individuals who previously worked with other
companies, including our competitors or potential competitors. Although we try to ensure that our employees and consultants do not use
the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees, consultants
or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary
information, of a former employer or other third party. Litigation may be necessary to defend against these claims. If we fail in defending
any such claims or settling those claims, in addition to paying monetary damages or a settlement payment, we may lose valuable intellectual
property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs
and be a distraction to management and other employees.

 We currently, and may in the future, have assets
held at financial institutions that may exceed the insurance coverage offered by the Federal Deposit Insurance Corporation, the loss of
such assets would have a severe negative affect on our operations and liquidity.

 We may maintain our cash assets at certain financial
institutions in the U.S. in amounts that may be in excess of the Federal Deposit Insurance Corporation ("FDIC") insurance limit
of $250,000. In the event of a failure of any financial institutions where we maintain our deposits or other assets, we may incur a loss
to the extent such loss exceeds the FDIC insurance limitation, which could have a material adverse effect upon our liquidity, financial
condition and our results of operations.

 Regulatory Risks

 We must comply with the Foreign Corrupt Practices
Act while many of our competitors do not.

 We are required to comply with the United States Foreign
Corrupt Practices Act, which prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the
purpose of obtaining or retaining business. Foreign companies, including some of our competitors, are not subject to these prohibitions.
Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time to time in Taiwan. If our competitors engage
in these practices, they may receive preferential treatment from personnel of some companies, giving our competitors an advantage in securing
business or from government officials who might give them priority in obtaining new licenses, which would put us at a disadvantage. Although
we inform our personnel that such practices are illegal, we cannot assure you that our employees or other agents will not engage in such
conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could
suffer severe penalties.

 Future laws, regulations and standards relating
to corporate governance and public disclosure may create uncertainty for public companies, which may increase legal and financial compliance
costs and make some activities more time consuming.

 Future laws, regulations and standards relating to
corporate governance and public disclosure are subject to varying interpretations, in many cases due to their lack of specificity, and,
as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could
result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance
practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased
general and administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance
activities. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing
bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be
harmed.

 Being listed on a national exchange makes it more
expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially
higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our
Board.

 Relations between the PRC and Taiwan could negatively
affect our business and financial status and therefore the market value of your investment.

 Taiwan has a unique international political status.
The PRC does not recognize the sovereignty of Taiwan. Although significant economic and cultural relations have been established in recent
years between Taiwan and the PRC, relations have often been strained. The government of the PRC has threatened to use military force to
gain control over Taiwan in limited circumstances. Our principal executive offices are located in Taiwan and a substantial majority of
our net revenues are derived from our operations in Taiwan. Therefore, factors affecting military, political or economic conditions in
Taiwan could have a material adverse effect on our results of operations.

 A significant disruption in the operations of
our suppliers in Taiwan, such as a trade war or political unrest, could materially adversely affect our business, financial condition
and results of operations.

 Any disruption in the operations of our suppliers
in Taiwan or in their ability to meet our needs, whether as a result of a natural disaster or other causes, could impair our ability to
operate our business on a day-to-day basis. Furthermore, since many of these third parties are located outside the U.S., we are exposed
to the possibility of disruption and increased costs in the event of changes in the policies of the U.S. or foreign governments, political
unrest or unstable economic conditions in any of the countries where we conduct such activities. For example, a trade war could lead to
higher tariffs. Any of these matters could materially and adversely affect our development timelines, business and financial condition.

 Our business, including our costs and supply
chain, is subject to risks associated with manufacturing.

 In the event of a significant disruption in the supply
of the raw materials used in the manufacture of the components of the products we offer, the suppliers that we work with might not be
able to locate alternative suppliers of materials of comparable quality at an acceptable price. For example, natural disasters may increase
raw material costs and impact pricing with our suppliers, and cause shipping delays for the components of our products. Any delays, interruption,
damage to, or increased costs in the manufacture of the components of the products we offer could result in higher prices to acquire the
components of the products or non-delivery of the components of the products altogether, and could adversely affect our operating results.

 If we remain identified as a Commission-Identified
Issuer for three consecutive years (or if the AHFCAA is enacted, two years), our securities will be delisted or prohibited from trading
on Nasdaq or any other national securities exchange or the over-the-counter trading market under the Holding Foreign Companies Accountable
Act. The delisting or the cessation of trading on Nasdaq or any other national securities exchange or the over-the-counter trading market
of our securities, or the threat of their being delisted or prohibited, may materially and adversely affect the value and/or liquidity
of your investment. Additionally, the inability of the PCAOB to conduct full inspections or investigations of our auditor deprives our
investors of the benefits of such inspections or investigations.

 The Holding Foreign Companies Accountable Act was
enacted on December 18, 2020. The HFCAA states that if the SEC determines that an issuer has filed audit reports issued by a registered
public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years, the SEC shall prohibit the
securities of the issuer from being traded on a national securities exchange or in the over-the-counter trading market in the United States.

 The Company's auditor, the independent registered
public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded
publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB
conducts regular inspections to assess its compliance with the applicable professional standards. Since our auditor is located in Hong
Kong, it 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 and currently not inspected by the
PCAOB.

 On March 24, 2021, the SEC adopted interim final rules
relating to the implementation of certain disclosure and documentation requirements of the HFCAA. We would be required to comply with
these rules if the SEC identifies it as having a "non-inspection" year under a process to be subsequently established by the
SEC. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements
described above.

 In May 2021, the PCAOB issued a proposed rule 6100, Board
Determinations Under the Holding Foreign Companies Accountable Act, for public comment. The proposed rule is related to the PCAOB's
responsibilities under the HFCAA, which would establish a framework for the PCAOB to use when determining whether the PCAOB is unable
to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken
by one or more authorities in that jurisdiction. The proposed rule was adopted by the PCAOB on September 22, 2021 and approved by
the SEC on November 5, 2021. On December 2, 2021, the SEC adopted final amendments implementing the disclosure and submission requirements
under 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 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. If we remain identified as a Commission-Identified
Issuer and have a "non-inspection" year, there is no assurance that we will be able to take remedial measures in a timely manner.

 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 Hong Kong, because of positions taken by PRC authorities in such jurisdictions.

 On June 22, 2021, the U.S. Senate passed the Accelerating
Holding Foreign Companies Accountable Act, which, if passed by the U.S. House of Representatives and signed into law, would amend the
HFCAA and reduce the number of consecutive non-inspection years required for triggering the listing and trading prohibitions under
the HFCAA from three years to two years.

 The SEC may propose additional rules or guidance that
could impact us if our auditor is not subject to PCAOB inspection. For example, on August 6, 2020, the President's Working Group
on Financial Markets (the "PWG"), issued the Report on Protecting United States Investors from Significant Risks from Chinese
Companies to the then President of the United States. This report recommended that the SEC implement five recommendations to address companies
from jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutory mandate. Some of the concepts of these
recommendations were implemented with the enactment of the HFCAA. However, some of the recommendations were more stringent than the HFCAA.
For example, if a company was not subject to PCAOB inspection, the report recommended that the transition period before a company would
be delisted would end on January 1, 2022.

 The SEC has announced that the SEC staff is preparing
a consolidated proposal for the rules regarding the implementation of the HFCAA and to address the recommendations in the PWG report.
It is unclear when the SEC will complete its rulemaking and when such rules will become effective and what, if any, of the PWG recommendations
will be adopted. The SEC has also announced amendments to various annual report forms to accommodate the certification and disclosure
requirements of the HFCAA. There could be additional regulatory or legislative requirements or guidance that could impact us if our auditor
is not subject to PCAOB inspection. The implications of this possible regulation or guidance in addition to the requirements of the HFCAA
are uncertain, and such uncertainty could cause the market price of our securities to be materially and adversely affected.

 Since the PCAOB is unable to conduct inspections or
full investigations of our auditor, in May 2022, we were added to the SEC's conclusive lists of issuers identified under the HFCAA, or
a Commission-Identified Issuer. We will be delisted and our securities will be prohibited from being traded on The Nasdaq Stock Market
LLC ("Nasdaq") or any other national securities exchange or the over-the-counter trading market if we remain identified as a
Commission-Identified Issuer for three consecutive years (or two if the AHFCAA is enacted). Such a delisting would substantially impair
your ability to sell or purchase our securities when you wish to do so, and the risk and uncertainty associated with a potential delisting
could have a negative impact on the price of our securities. Also, such a delisting could significantly affect our ability to raise capital
on acceptable terms, or at all, which would have a material adverse effect on our business, financial condition and prospects.

 Inspections of other audit firms that the PCAOB has
conducted outside the PRC have identified deficiencies in those firms' audit procedures and quality control procedures, which may be addressed
as part of the inspection process to improve future audit quality. If the PCAOB were unable to conduct inspections or full investigations
of our auditor, we and our investors would be deprived of the benefits of such PCAOB inspections. In addition, the inability of the PCAOB
to conduct inspections or full investigations of auditors would make it more difficult to evaluate the effectiveness of our independent
registered public accounting firm's audit procedures or quality control procedures as compared to auditors that are subject to the PCAOB
inspections, which could cause investors and potential investors to lose confidence in the audit procedures and reported financial information
and the quality of our financial statements.

 Our contractual arrangements may not be as effective
in providing operational control as direct ownership and our VIE shareholders may fail to perform their obligations under our contractual
arrangements.

 Since the laws of Taiwan limit foreign equity ownership
in certain businesses in Taiwan, we operate such business in Taiwan through our VIE (variable interest entity), Meixin Institutional Food
Development Co., Ltd., a Taiwan corporation ("Meixin"), in which we have no ownership interest and rely on a series of contractual
arrangements with Meixin and its respective equity holders to control and operate the VIE. Our revenue and cash flows from such business
are attributed to our VIE. The contractual arrangements may not be as effective as direct ownership in providing us with control over
our VIE. Direct ownership would allow us, for example, to directly or indirectly exercise our rights as a shareholder to effect changes
in the board of directors of our VIE, which, in turn, could effect changes, subject to any applicable fiduciary obligations at the management
level. However, under the contractual arrangements, as a legal matter, if our VIE or its equity holders fail to perform their respective
obligations under the contractual arrangements, we may have to incur substantial costs and expend significant resources to enforce those
arrangements and resort to litigation or arbitration and rely on legal remedies under the laws of Taiwan. These remedies may include seeking
specific performance or injunctive relief and claiming damages, any of which may not be effective. In the event we are unable to enforce
these contractual arrangements or we experience significant delays or other obstacles in the process of enforcing these contractual arrangements,
we may not be able to exert effective control over our VIE and may lose control over the assets owned by our VIE. As a result, we may
be unable to consolidate our VIE in our consolidated financial statements, which could materially and adversely affect our financial condition
and results of operations.

 We may lose the ability to use, or otherwise
benefit from licenses and assets held by one of our VIEs, which could render us unable to conduct some or all of our business operations
and constrain our growth.

 One of our VIEs, Meixin, holds assets, approvals and
licenses that are necessary for the operation of a certain portion of our business to which foreign investments are typically restricted
or prohibited under the laws of Taiwan. Without our applicable VIE, and if we are unable to maintain the license that is necessary for
us to conduct our operations in Taiwan or fail to obtain any other required licenses, we will be unable to operate in Taiwan. The contractual
arrangements contain terms that specifically obligate the equity holders of our applicable VIE to ensure the valid existence of our VIE
and restrict the disposition of material assets or any equity interest of our VIE. However, in the event the equity holders of our applicable
VIE breach the terms of these contractual arrangements and voluntarily liquidate our VIE, or our VIE declares bankruptcy and all or part
of its assets become subject to liens or rights of third-party creditors, or are otherwise disposed of without our consent, we may be
unable to operate some or all of our business or otherwise benefit from the assets held by our VIE, which could have a material adverse
effect on our business, financial condition, and results of operations. Furthermore, if our applicable VIE undergoes a voluntary or involuntary
liquidation proceeding, its equity holders or unrelated third-party creditors may claim rights to some or all of the assets of our VIE,
thereby hindering our ability to operate our business as well as constrain our growth.

 Geopolitical conditions,
including trade disputes and direct or indirect acts of war or terrorism, could have an adverse effect on our operations and financial
results.

 Since we operate on a global
basis, 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 investment in a
particular asset type, a large revenue stream associated with a particular customer or industry, or a large number of customers located
in a particular geographic region. Decreased demand from a discrete event impacting a specific asset type, 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 and geopolitical shifts and could materially adversely affect global trade, currency exchange rates, regional
economies and the global economy. In addition, the ongoing conflicts in the Middle East may further impact global economic conditions
and market sentiments. This, in turn, could adversely affect the trading price of our shares of common stock and investor interest in
us.

 The Russia-Ukraine war and conflicts in the Middle
East remain 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, disrupt our supply chain, 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.

 We continue to expand
our international footprint and operations, and we may expand further in the future, which subjects us to a variety of risks and complexities
which, if not effectively managed, could negatively affect our business.

 We currently maintain operations
in Taiwan, and may in the future expand, or seek to expand, our operations to additional foreign jurisdictions.

 For example, operating in
Europe exposes us to political, legal and economic risks. In addition, a significant percentage of the production, downstream processing
and sales of our products occurs outside the United States or with vendors, suppliers or customers located outside the United States.
If tariffs or other restrictions are placed by the United States on foreign imports from Taiwan or other countries where we operate or
seek to operate, or any related countermeasures are taken, our business, financial condition, results of operations and growth prospects
may be harmed. Tariffs may increase our cost of goods, which could result in lower gross margins on certain of our products. If we raise
prices to account for any such increase in costs of goods, the competitiveness of the affected products could potentially be reduced.
In either case, increased tariffs on imports from Taiwan or other countries where we operate or seek to operate could materially and adversely
affect our business, financial condition and results of operations. Trade restrictions and sanctions implemented by the United States
or other countries, including sanctions imposed on Russia by the United States and other countries due to Russia's recent invasion of
Ukraine, could materially and adversely affect our business, financial condition and results of operations.

 We are
increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data
leakage risks.

 Significant disruptions to our information technology
systems or breaches of information security could adversely affect our business. In the ordinary course of business, we collect, store
and transmit large amounts of confidential information, and it is critical that we do so in a secure manner to maintain the confidentiality
and integrity of such information. We have also outsourced significant elements of our information technology infrastructure; as a result,
we manage independent vendor relationships with third parties who are responsible for maintaining significant elements of our information
technology systems and infrastructure and who may or could have access to our confidential information. The size and complexity of our
information technology systems, and those of our third-party vendors, make such systems potentially vulnerable to service interruptions
and security breaches from inadvertent or intentional actions by our employees, partners or vendors. These systems are also vulnerable
to attacks by malicious third parties and may be susceptible to intentional or accidental physical damage to the infrastructure maintained
by us or by third parties. Maintaining the secrecy of confidential, proprietary and/or trade secret information is important to our competitive
business position. While we have taken steps to protect such information and have invested in systems and infrastructures to do so, there
can be no guarantee that our efforts will prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent
wrongful use or disclosure of confidential information that could adversely affect our business operations or result in the loss, dissemination
or misuse of critical or sensitive information. A breach our security measures or the accidental loss, inadvertent disclosure, unapproved
dissemination, misappropriation or misuse of trade secrets, proprietary information or other confidential information, whether as a result
of theft, hacking, fraud, trickery or other forms of deception, or for any other cause, could enable others to produce competing products,
use our proprietary technology or information and/or adversely affect our business position. Further, any such interruption, security
breach, loss or disclosure of confidential information could result in financial, legal, business and reputational harm to us and could
have a material adverse effect on our business, financial position, results of operations and/or cash flow.

 Evolving U.S. trade regulations and policies
with China may in the future have a material and adverse effect on our business, financial condition and results of operations.

 The U.S. government has recently imposed multiple
rounds of tariffs on imports from China, among others, and there is an increasing risk of further tariff increases. Any restrictions or
tariffs imposed on products that we or our suppliers import for sale or production in the United States would adversely and directly impact
our cost of goods sold and could force us to seek alternative suppliers, which may not be as cost effective or readily available. In addition,
changes in U.S. trade regulations and policies could have an adverse impact on trade relations between the United States and certain foreign
countries, which could materially and adversely affect our relationships with our international suppliers and reduce the supply of goods
available to us. Further, we cannot predict the extent to which the United States will adopt changes to existing trade regulations and
policies, which creates uncertainties in planning our sourcing strategies and forecasting our margins. If additional tariffs are imposed
on our products, or other retaliatory trade measures are taken, our costs could increase, and we may be required to raise our prices,
which could materially and adversely affect our results. In addition, extended trade tensions and regulatory uncertainties may disrupt
our supply chain, delay production or negatively impact our ability to compete in the market.

 Risks Related to our Securities

 Our common stock has been listed on Nasdaq under
the alternative initial listing standard which could suppress the trading price of our securities and the liquidity of your investment.

 Since the price per unit in the Public Offering was
$3.50, our common stock is listed on The Nasdaq Capital Market under the alternative initial listing standard pursuant to Nasdaq Rule
5550(a)(1)(B). A company that qualifies only for initial listing under Nasdaq's alternative listing standard could become a "penny
stock" if it later fails the net tangible assets and revenue tests after listing and does not satisfy any of the other exclusions
from being a penny stock contained in Rule 3a51-1 under the Exchange Act. In order to assist brokers' and dealers' compliance with the
requirements of the penny stock rules, Nasdaq monitors companies listed under the alternative requirement and publishes on its website
on a daily basis a list of any company that was initially listed under the alternative initial listing standard, which no longer satisfies
the net tangible assets or revenue test contained in Nasdaq Rule 5505(a)(1)(B), and which does not satisfy any of the other exclusions
from being a penny stock contained in Rule 3a51-1 under the Exchange Act. If a company initially lists with a bid price below $4.00 under
the alternative initial listing standard contained in Nasdaq Rule 5505(a)(1)(B), but subsequently achieves a $4.00 closing price for at
least five consecutive business days and, at the same time, satisfies all other initial listing criteria, it will no longer be considered
as having listed under the alternative requirement, and Nasdaq will notify the company that it has qualified for listing under the price
requirement contained in Rule 5505(a)(1)(A). Although we satisfy the other listing requirements of The Nasdaq Capital Market, there is
no guarantee that our common stock will achieve a $4.00 closing price for at least five consecutive trading days and that will be deemed
to not have been listed under the Nasdaq alternative listing standard. Until we are no longer considered to have been listed under Nasdaq's
alternative initial listing standard, the trading prices and liquidity of your securities might be adversely affected.

 We have identified material weaknesses in our
internal control over financial reporting. Failure to maintain effective internal controls could cause our investors to lose confidence
in us and adversely affect the market price of our common stock. If our internal controls are not effective, we may not be able to accurately
report our financial results or prevent fraud.

 Section 404 of the Sarbanes-Oxley Act of 2002 ("Section
404") requires that we maintain internal control over financial reporting that meets applicable standards. We may err in the design
or operation of our controls, and all internal control systems, no matter how well designed and operated, can provide only reasonable
assurance that the objectives of the control system are met. Because there are inherent limitations in all control systems, there can
be no assurance that all control issues have been or will be detected.

 As of December
31, 2024, we did not maintain effective controls over the control environment. Our weaknesses related to a lack of a sufficient
number of personnel with appropriate training and experience in U.S. general acceptable accounting principles (GAAP) and SEC rules and
regulations with respect to financial reporting functions. Furthermore, we lack robust accounting systems as well as sufficient resources
to hire such staff and implement these accounting systems.

 If we are unable, or are perceived as unable, to produce
reliable financial reports due to internal control deficiencies, investors could lose confidence in our reported financial information
and operating results, which could result in a negative market reaction and a decrease in our stock price.

 We have a large number of authorized but unissued
shares of our common stock which will dilute your ownership position when issued.

 Our authorized capital stock consists of 200,000,000
shares of common stock, of which approximately 178,232,053 shares are available for issuance. Our management will continue to have broad discretion
to issue shares of our common stock in a range of transactions, including capital-raising transactions, mergers, acquisitions and other
transactions, without obtaining stockholder approval, unless stockholder approval is required under law or under Nasdaq Rule 5635(b) which
requires stockholder approval for change of control transactions where a stockholder acquires 20% of a Nasdaq-listed company's common
stock or securities convertible into common stock, calculated on a post-transaction basis. If our management determines to issue shares
of our common stock from the large pool of authorized but unissued shares for any purpose in the future and is not required to obtain
stockholder approval, your ownership position would be diluted without your further ability to vote on that transaction.

 Sales of our currently issued and outstanding
shares of common stock and shares of common stock underlying warrants may become freely tradable pursuant to Rule 144 and may dilute the
market for your shares and have a depressive effect on the price of the shares of our common stock.

 Approximately 7,520,408 of the shares of common stock are
"restricted securities" within the meaning of Rule 144 under the Securities Act ("Rule 144"). As restricted securities,
these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable
exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides in essence
that a non-affiliate who has held restricted securities for a period of at least six months may sell their shares of common stock.

 Under Rule 144, affiliates who have held restricted
securities for a period of at least six months may, under certain conditions, sell every three months, in brokerage transactions, a number
of shares that does not exceed the greater of 1% of a company's outstanding shares of common stock or the average weekly trading volume
during the four calendar weeks prior to the sale. A sale under Rule 144 or under any other exemption from the Securities Act, if available,
or pursuant to subsequent registrations of our shares of common stock, may have a depressive effect upon the price of our shares of common
stock in any active market that may develop.

 An active, liquid, and orderly market for our
common stock may not develop.

 Our common stock is listed on Nasdaq. An active trading
market for our common stock may never develop or be sustained. If an active market for our common stock does not continue to develop or
is not sustained, it may be difficult for investors to sell their shares of common stock without depressing the market price and investors
may not be able to sell their securities at all. An inactive market may also impair our ability to raise capital by selling our securities
and may impair our ability to acquire other businesses, applications, or technologies using our securities as consideration, which, in
turn, could materially adversely affect our business and the market prices of your shares of common stock.

 Shares of our common stock may continue to be
subject to illiquidity because our shares may continue to be thinly traded and may never become eligible for trading on a national securities
exchange.

 While our common stock is listed on The Nasdaq Capital
Market, we cannot assure you that we will be able to maintain listing on Nasdaq. There are continuing eligibility requirements for Nasdaq-listed
companies. If we are unable to satisfy the continuing eligibility requirements of Nasdaq, our common stock could be delisted. This could
result in a lower trading price for our common stock and may limit your ability to sell your shares, any of which could result in you
losing some or all of your investments.

 We may issue preferred stock in different series
with terms that could dilute the voting power or reduce the value of our common stock.

 While we have no specific plan to issue preferred
stock in different series, our amended and restated articles of incorporation, as amended ("Articles of Incorporation") authorizes
us to issue, without the approval of our stockholders, one or more series of preferred stock having such designation, relative powers,
preferences (including preferences over our common stock respecting dividends and distributions), voting rights, terms of conversion or
redemption, and other relative, participating, optional, or other special rights, if any, of the shares of each such series of preferred
stock and any qualifications, limitations, or restrictions thereof, as our Board may determine. The terms of one or more classes or series
of preferred stock could dilute the voting power or reduce the value of our common stock. For example, the repurchase or redemption rights
or liquidation preferences we could assign to holders of a specific preferred stock class could affect the residual value of the common
stock.

 The market valuation of our business may fluctuate
due to factors beyond our control and the value of your investment may fluctuate correspondingly.

 The market valuations of smaller reporting companies,
such as us, frequently fluctuate due to factors unrelated to the past or present operating performance of such companies. Our market valuation
may fluctuate significantly in response to a number of factors, many of which are beyond our control, including:

 changes in securities analysts' estimates of our financial performance, although there are currently no analysts covering our stock;

 fluctuations in stock market prices and volumes, particularly among securities of smaller reporting companies;

 fluctuations in related commodities prices; and

 additions or departures of key personnel.

 As a result, the value of your investment in us may
fluctuate.

 The trading prices of our common stock could
be volatile and could decline following this offering at a time when you want to sell your holdings.

 Numerous factors, many of which are beyond our control,
may cause the trading prices of our common stock to fluctuate significantly. These factors include:

 quarterly variations in our results of operations or those of our competitors;

 delays in end-user deployments of products;

 fluctuations in related commodities prices;

 announcements by us or our competitors of acquisitions, new products, significant contracts, commercial relationships or capital commitments;

 intellectual property infringements;

 our ability to develop and market new and enhanced products on a timely basis;

 commencement of, or our involvement in, litigation;

 major changes in our Board or management;

 changes in governmental regulations;

 changes in earnings estimates or recommendations by securities analysts;

 our failure to generate material revenues;

 our public disclosure of the terms of this financing and any financing which we consummate in the future;

 any acquisitions we may consummate;

 short selling activities;

 changes in market valuations of similar companies;

 changes in our capital structure, such as future issuances of securities or the incurrence of debt;

 changes in the prices of commodities associated with our business; and

 general economic conditions and slow or negative growth of end markets.

 Additionally, the global
economy and financial markets may be adversely affected by geopolitical events, including Russia's invasion of Ukraine and the conflicts
in the Middle East.

 Securities class action litigation is often instituted
against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs to us
and divert our management's attention and resources.

 Future sales or perceived sales of our common
stock could depress the trading prices of our common stock.

 If the holders of our securities were to attempt to
sell a substantial amount of their holdings at once, the market prices of our common stock could decline. Moreover, the perceived risk
of this potential dilution could cause stockholders to attempt to sell their securities and investors to short such securities, a practice
in which an investor sells securities that he or she does not own at prevailing market prices, hoping to purchase such securities later
at a lower price to cover the sale. As each of these events would cause the number of shares of our common stock being offered for sale
to increase, our common stock market price would likely further decline and if such market price is less than the exercise price of the
warrants, make the warrants worthless. All of these events could combine to make it very difficult for us to sell equity or equity-related
securities in the future at a time and price that we deem appropriate.

 Our common stock may be affected by limited
trading volume and price fluctuations, which could adversely impact the value of our common stock.

 Our common stock has experienced, and is likely to
experience in the future, significant price and volume fluctuations, which could adversely affect the market prices of our common stock
without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results
and changes in the overall economy or the condition of the financial markets could cause the market prices of our common stock to fluctuate
substantially. These fluctuations may also cause short sellers to periodically enter the market in the belief that we will have poor results
in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our common
stock will be stable or appreciate over time.

 We currently do not intend to declare dividends
on our common stock in the foreseeable future and, as a result, your returns on your investment may depend solely on the appreciation
of our common stock.

 We currently do not expect to declare any dividends
on our common stock in the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used
to provide working capital, support our operations and finance the growth and development of our business. Any determination to declare
or pay dividends in the future will be at the discretion of our Board, subject to applicable laws and dependent upon a number of factors,
including our earnings, capital requirements and overall financial conditions. In addition, terms of any future debt or preferred securities
may further restrict our ability to pay dividends on our common stock. Accordingly, your only opportunity to achieve a return on your
investment in our common stock may be if the market price of our common stock appreciates and you sell your shares at a profit. The market
price for our common stock may never exceed, and may fall below, the price that you pay for such common stock.

 Because we initially became a reporting company
under the Exchange Act by means other than a traditional underwritten initial public offering, we may not be able to attract the attention
of research analysts at major brokerage firms.

 Because we did not initially
become a reporting company by conducting an underwritten initial public offering of our common stock on a national securities exchange,
securities analysts of brokerage firms may not provide coverage of us. In addition, investment banks may be less likely to agree to underwrite
secondary offerings on our behalf than they might have if we initially became a public reporting company by means of an underwritten initial
public offering on a national securities exchange, because they may be less familiar with us as a result of more limited coverage by analysts
and the media, and because we became public at an early stage in our development. The failure to receive research coverage or support
in the market for our shares will have an adverse effect on our ability to develop a liquid market for our common stock.

 We may not be able to satisfy the continued
listing requirements of Nasdaq to maintain a listing of our common stock.

 As a Nasdaq-listed company, we must meet certain financial
and liquidity criteria to maintain such listing. If we violate the maintenance requirements for continued listing of our common stock,
our common stock may be delisted. In addition, our Board may determine that the cost of maintaining our listing on a national securities
exchange outweighs the benefits of such listing. A delisting of our common stock from Nasdaq may materially impair our stockholders' ability
to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for,
our common stock. In addition, the delisting of our common stock could significantly impair our ability to raise capital.

 We received a deficiency letter from Nasdaq notifying us that, for the 30 consecutive business days from November 29, 2024 through January 14, 2025, the
closing bid price of our common stock has not been maintained at the minimum required closing bid price of at least $1.00 per share, as
required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Rule").

 In accordance with the listing rules of Nasdaq, we
have been given 180 calendar days, or until July 14, 2025 (the "Compliance Date"), to regain compliance with the Bid Price
Rule. If we are unable to regain compliance prior to the Compliance Date, we may be eligible for an additional 180 calendar days to satisfy
the Bid Price Rule. To qualify, we will be required to meet the continued listing requirement for market value of publicly held shares
and all other initial listing standards for The Nasdaq Capital Market with the exception of the Bid Price Rule, and will need to provide
written notice of our intention to cure the deficiency during such additional compliance period, by effecting a reverse stock split, if
necessary.

 The Nasdaq Letter does not result in the immediate
delisting of our common stock and our common stock will continue to trade uninterrupted on The Nasdaq Capital Market under the symbol
"NCRA."

 We are an "emerging growth company"
and a "smaller reporting company" under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable
to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors.

 We are an "emerging growth company" and
a "smaller reporting company" as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not "emerging growth companies" and "smaller reporting
companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of
the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden
parachute payments not previously approved.

 In addition, Section 107 of the JOBS Act also provides
that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the
Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay
the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take
advantage of the extended transition period for complying with new or revised accounting standards.

 We will remain an "emerging growth company"
until the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an
effective registration statement under the Securities Act, although we will lose that status sooner if our revenues exceed $1.235 billion,
if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held
by non-affiliates exceeds $700 million as of the last day of our most recently completed second fiscal quarter.

 We may continue to be a smaller reporting company
even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller
reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) the market value of our common stock
held by non-affiliates is equal to or less than $250 million as of the last business day of the most recently completed second fiscal
quarter, and (ii) our annual revenues is equal to or less than $100 million during the most recently completed fiscal year and the market
value of our common stock held by non-affiliates is equal to or less than $700 million as of the last business day of the most recently
completed second fiscal quarter.

 We cannot predict if investors will find our common
stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there
may be a less active trading market for our common stock and our stock price may be more volatile. In addition, taking advantage
of reduced disclosure obligations may make comparison of our financial statements with other public companies difficult or impossible.
If investors are unable to compare our business with other companies in our industry, we may not be able to raise additional capital as
and when we need it, which may materially and adversely affect our financial condition and results of operations.

 The elimination of personal liability against
our directors and officers under Nevada law and the existence of indemnification rights held by our directors, officers and employees
may result in substantial expenses.

 Our Articles of Incorporation and our amended and
restated bylaws ("Bylaws") eliminate the personal liability of our directors and officers to us and our stockholders for damages
for breach of fiduciary duty as a director or officer to the extent permissible under Nevada law. Further, our Articles of Incorporation
and our Bylaws provide that we are obligated to indemnify each of our directors or officers to the fullest extent authorized by Nevada
law and, subject to certain conditions, advance the expenses incurred by any director or officer in defending any action, suit or proceeding
prior to its final disposition. Those indemnification obligations could expose us to substantial expenditures to cover the cost of settlement
or damage awards against our directors or officers, which we may be unable to afford. Further, those provisions and resulting costs may
discourage us or our stockholders from bringing a lawsuit against any of our current or former directors or officers for breaches of their
fiduciary duties, even if such actions might otherwise benefit our stockholders.

 Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to any charter provision,
by law or otherwise, the registrant has been advised that in the opinion of the SEC, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

 If securities or industry analysts do not publish
research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

 The trading market for our common stock will depend
in part on the research and reports that securities or industry analysts publish about us or our business. Several analysts may cover
our stock. If one or more of those analysts downgrade our stock or publish inaccurate or unfavorable research about our business, our
stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly,
demand for our stock could decrease, which might cause our stock price and trading volume to decline.

 The inability
to use Form S-3 for securities offerings could adversely affect our ability to access capital in the markets and may hinder our growth
strategies by limiting our funding options.

 In 2024, we
acquired SY Culture, a strategic addition to our portfolio aimed at enhancing market position and broadening our product offerings. We
have deemed that the acquisition of SY Culture is not significant pursuant to the asset test, investment test and income test. If the
calculation of the significance of SY Culture was incorrect, or if we acquire additional businesses in the future that are deemed significant
and did not disclose the required pro forma financial statements taking into account the applicable acquisition, the SEC may inform us
that we did not disclose the required pro forma financial statements in connection with the applicable acquisition in an SEC filing and
will be restricted from filing a registration statement on Form S-3 or forward incorporate by reference our SEC filings in a registration
statement on Form S-1 for a specific period of time.

 In 2022, we
acquired Meixin, a strategic addition to our portfolio aimed at enhancing market position and broadening our product offerings. The SEC
inquired about the financial information of Meixin as part of our regulatory filings. Despite our efforts to comply with these inquiries,
we have been unable to provide complete financial information regarding Meixin due to the inability to locate Meixin's financial
information. This rendered us incapable of providing the SEC with the requisite financial statements that it requires in connection with
the Meixin acquisition.

 As a result,
the SEC informed us that we were restricted from filing a registration statement on Form S-3, which is commonly used for investment activities,
until the time the financial information for Meixin is no longer required to be included in a registration statement on Form S-3 (i.e.,
when the 2022 financials are no longer needed to be included in a registration statement). This restriction effectively limited our ability
to engage in certain securities offerings under a Form S-3 registration statement during that period, specifically until after February
2025.

 If we fail
to timely provide the required pro forma financials with regard to any significant acquisition, we may not be able to use Form S-3 for
securities offerings for a specific period of time, which could adversely affect our ability to access capital in the markets and may
hinder our growth strategies by limiting our funding options. These restrictions may place us at a competitive disadvantage relative to
our peers who have greater access to capital in the markets and may potentially affect the confidence of investors and ultimately affect
our stock price.

 ITEM 1B.

 UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C.

 CYBERSECURITY

 Risk Management and Strategy

 We acknowledge the increasing importance of cybersecurity
in today's digital and interconnected world. Cybersecurity threats pose significant risks to the integrity of our systems and data, potentially
impacting our business operations, financial condition and reputation.

 As a smaller reporting company, we currently do not
have formalized cybersecurity measures, a dedicated cybersecurity team or specific protocols in place to manage cybersecurity risks. Our
approach to cybersecurity is in the developmental stage, and we have not yet conducted comprehensive risk assessments, established an
incident response plan or engaged with external cybersecurity consultants for assessments or services.

 Given our current stage of cybersecurity development,
 we have not experienced any significant cybersecurity incidents to date. However, we recognize that the absence of a formalized cybersecurity
framework may leave us vulnerable to cyberattacks, data breaches and other cybersecurity incidents. Such events could potentially lead
to unauthorized access to, or disclosure of, sensitive information, disrupt our business operations, result in regulatory fines or litigation
costs and negatively impact our reputation among customers and partners.

 We are in the process of evaluating our cybersecurity
needs and developing appropriate measures to enhance our cybersecurity posture. This includes considering the engagement of external cybersecurity
experts to advise on best practices, conducting vulnerability assessments and developing an incident response strategy. Our goal is to
establish a cybersecurity framework that is commensurate with our size, complexity and the nature of our operations, thereby reducing
our exposure to cybersecurity risks.

 In addition, the Board will oversee any cybersecurity
risk management framework and a dedicated committee of the Board or an officer appointed by the Board will review and approve any cybersecurity
policies, strategies and risk management practices.

 Despite our efforts to improve our cybersecurity measures,
there can be no assurance that our initiatives will fully mitigate the risks posed by cyber threats. The landscape of cybersecurity risks
is constantly evolving, and we will continue to assess and update our cybersecurity measures in response to emerging threats.

 For a discussion of potential cybersecurity risks
affecting us, please refer to the following risk factor in the " Risk Factors " section in this Annual Report on Form 10-K
titled " Risks Related to Our Business—We are increasingly dependent on information technology, and our systems and infrastructure
face certain risks, including cybersecurity and data leakage risks. "

 ITEM 2.

 PROPERTIES

 Our headquarter is located at 3F (Building B), No.
185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City 221, Taiwan (R.O.C.). The office is rented by Taiwan Grand Smooth Enterprise Co.,
Ltd., a company 100% controlled by Yin-Chieh Cheng, our former President, former Chief Executive Officer, and former Chairman of the Board.
The estate of Mr. Cheng sub-leases this space to us, which is free of charge.

 Since March
31, 2023, we have owned 229 contiguous acres of land located in Montgomery County, Alabama. We intend
to build RASs on the land for fish farming. T he property includes a house, a manufactured
home and a building site with sewer and power which we intend to develop into an office and dormitory for our future employees.

 ITEM 3.

 LEGAL PROCEEDINGS

 We are currently not a party to any legal or administrative
proceedings and are not aware of any pending or threatened legal or administrative proceedings against us in all material aspects. We
may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.

 ITEM 4.

 MINE SAFETY DISCLOSURES

 Not applicable.

 ITEM 5.

 MARKET FOR REGISTRANT'S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 Our common stock, par value $0.001, is listed
on The Nasdaq Capital Market under the symbol "NCRA." On May 5, 2025, the closing price for our common stock as reported on
The Nasdaq Capital Market was $1.06 per share.

 Stockholders

 As of May 6, 2025, we had approximately 442 stockholders
of record of our common stock, not including shares held in street name.

 Dividends

 We do not expect to declare or pay any cash dividends
on our common stock in the foreseeable future, and we currently intend to retain future earnings, if any, to finance the expansion of
our business. The decision whether to pay cash dividends on our common stock will be made by our Board, at its discretion, and will depend
on our financial condition, operating results, capital requirements and other factors that the Board considers significant.

 We did not pay cash dividends in the years ended December 31, 2024 or 2023.

 Transfer Agent

 The transfer agent and registrar for our common stock is Mountain Share
Transfer, LLC.

 Securities Authorized for Issuance under Equity Compensation Plans

 In 2018, the Board and stockholders adopted Nocera,
Inc.'s 2018 Stock Option and Award Incentive Plan, effective December 31, 2018 (the "2018 Plan"). The 2018 Plan provides
for the grant of the following types of stock awards: (i) incentive stock options, (ii) non-statutory stock options, and (iii) stock purchase
rights. The 2018 Plan is intended to help us secure and retain the services of eligible award recipients, provide incentives for such
persons to exert maximum efforts for our success and any affiliate and provide a means by which the eligible recipients may benefit from
increases in value of the common stock. The 2018 Plan is administered by the Compensation Committee. The Board reserved 6,666,667 (post-split)
shares of common stock under the 2018 Plan. No awards have been granted to any employees or consultants pursuant to the 2018 Plan. As
of December 31, 2024, a total of 4,333,334 shares of common stock are available for future issuance pursuant to the 2018 Plan.

 Unregistered
Sales of Equity Securities

 Issuance of Common Stock

 On February 20, 2024, we entered into VIE Agreement with Xinca and issued 1,800,000 shares of our common stock in exchange of 100% controlling of Xinca;

 On April 14, 2024, we entered into an Equity Purchase Agreement with SY Culture and issued 600,000 shares of our common stock in exchange of 100% equity of SY Culture; and

 On November 11, 2024, our Chief Financial Officer, Shun-Chih Chuang, exercised 20,000 Class A warrants with an exercise price of $0.75 per share in exchange for 20,000 shares of common stock.

 The foregoing securities were issued in reliance on
the exclusion from registration provided by either (i) Rule 701 of the Securities Act because the issuance was made pursuant to a compensatory
benefit plan, (ii) Rule 903 of Regulation S under the Securities Act of the Securities Act because the recipient was a non-U.S.
Person (as defined under Rule 902 Section (k)(2)(i) of Regulation S), or (iii) Section 4(a)(2) of the Securities Act due to the fact the
issuance did not involve a public offering of securities to a U.S. Person.

 EQUITY PLAN INFORMATION

 Plan Category:

 Number of
 securities to be
 issued upon
 exercise of
 outstanding
 options,
 warrants and
 rights:

 Weighted
 average
 exercise price of
 outstanding
 options,
 warrants and
 rights:

 Number of
 securities
 remaining
 available for
 future
 issuance:

 2018 Equity Incentive Plan:

 Equity compensation plans approved by security holders

 –

 $
 –

 5,956,667

 Equity compensation plans not approved by security holders

 –

 –

 –

 Total

 –

 $
 –

 5,956,667

 Purchases of Equity Securities by the Issuer and
Affiliated Purchasers

 None.

 ITEM 6.

 [RESERVED]

 Not applicable.

 ITEM 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The following discussion and analysis of our
financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related
notes included elsewhere in this Amendment and the Original Annual Report, as applicable. Our consolidated financial statements
have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). In addition, our consolidated
financial statements and the financial data included in this Amendment and the Original Report, as amended, 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 above under the section captioned " Risk Factors," as well as any other
cautionary language contained in this Amendment.

 Operations Overview

 As of December 31, 2019, 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.

 Effective December 31, 2020, we entered into a series
of contractual agreements with Xin Feng Construction Co., Ltd., a funded limited liability company registered in Taiwan (R.O.C.), whereby
we agreed to provide technical consulting and related services to XFC. On November 30, 2022, we entered into a Purchase of Business Agreement
with Han-Chieh Shih, in which we sold our controlling interest of XFC, to the Purchaser for a total purchase cash price of $300,000. The
closing of the XFC Sale occurred on November 30, 2022 and the XFC VIE agreements were terminated in connection with the XFC Sale. As of
the filing date of this Annual Report on Form 10-K, we have no intention of providing services to construct indoor RASs and solar sharing
fish farms in Taiwan.

 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.

 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 June 1, 2023, Gui Zhou Grand Smooth Technology
Ltd. ("GZ GST"), one of our wholly owned subsidiaries, entered into that certain Share Purchase Agreement dated as of June
1, 2023, as amended, with Zhe Jiang Xin Shui Hu Digital Information, Ltd. ("Zhe Jiang"), pursuant to which GZ GST acquired
all of the issued and outstanding equity securities of Zhe Jiang from the stockholders of Zhe Jiang (the "Zhe Jiang Acquisition")
in exchange for the issuance of 1,500,000 shares of our common stock, par value $0.001 per share. During the initial transaction process
and our performing due diligence for the closing, we observed that time constraints have led to certain complexities and challenges in
consummating the Acquisition within the originally planned timeframe. We are actively working with Zhe Jiang to resolve such complexities
and challenges and will file a Current Report on Form 8-K if and when the Zhe Jiang Acquisition is consummated.

 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 RAS 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. We plan to enhance market penetration through the establishment of our
own fish farms and diversify revenue streams through various sales channels.

 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.

 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 products as they
may substitute lower cost materials to maintain pricing levels. Nocera's cost base also reflects significant elements for freight, including
fuel, which has significantly increased due to the effects of the coronavirus (COVID-19) pandemic, the Russia-Ukraine war 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 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.

 Critical Accounting Policies, Estimates and Assumptions

 We prepare our financial statements in conformity
with U.S. 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 U.S. 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 U.S. 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 Cuts and Jobs Act (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.

 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, the Company may irrevocably
 designate investments in equity investments that is 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 the Company's right to receive the dividends is established, unless the Company's
 rights clearly represent a recovery of part of the cost of the investment.

 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

 The Company derecognizes 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 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.

 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 December 31, 2024, and 2023 were $484,161 and $1,229,580, respectively.

 Accounts Receivable, Net

 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 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.

 Property and Equipment

 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

 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.

 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 is an entity (investee)
is an entity 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.

 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 intangibles 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.

 Commitments and Contingencies

 In the normal course of business, we are subject to
contingencies, including legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government
investigations and tax matters. We recognize a liability for such contingency if it determines 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 recognize revenues when our customer obtains control
of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. We
recognize revenues following the five step model prescribed under ASU No. 2014-09. 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 considered revenue is recognized when (or as) we
satisfy performance obligations by transferring a promised goods and provide maintenance service to a customer. Revenue is measured at
the transaction price which is based on the amount of consideration that we expect to receive in exchange for transferring the promised
goods and providing maintenance service to the customer. Contracts with customers are comprised of invoices, and written contracts.

 We do not have arrangements for returns from customers.
We have no sales incentive programs.

 We provide goods, maintenance service warranties for
the goods sold with a period varying from 18 months to 72 months, with the majority of the periods being 18 months, and exclusive sales
agency license to its customers. For performance obligation related to providing products, we expect to recognize the revenue according
to the delivery of products. For performance obligation related to maintenance service warranties, we expect to recognize the revenue
on a ratable basis using a time-based output method. The performance obligations are typically satisfied as services are rendered on a
straight-line basis over the contract term, which is generally for 18 months as a majority of the maintenance service warranties periods
provided are 18 months. For performance obligation related to exclusive agency license, we recognize the revenue ratably upon the satisfaction
over the estimated economic life of the license.

 We do 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.

 Cost of Sales

 Cost of sales consists primarily of purchase cost
of merchandise goods, 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.

 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.

 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 are no uncertain tax positions as of December
31, 2024 and 2023, 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.

 Comprehensive (Loss) Income

 Comprehensive income or loss is comprised of 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$"). The functional currency of our VIE in Taiwan is Taiwan New Dollar ("TWD"), and the functional currency of
our Hong Kong subsidiary is Hong Kong dollars ("HK$"). The functional currency of PRC companies is the Renminbi ("RMB").
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. The exchange rates as of December 31, 2024, and 2023 are 7.3512and 7.1258,
respectively. The annual average exchange rates for the year ended December 31, 2024, and 2023 are 7.2391 and 7.1162, respectively.

 (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 common shares outstanding during the year.
Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common shares were
exercised or converted into common shares.

 Recently Issued Accounting Standards

 See Note 3 to the Consolidated Financial Statements
included herewith.

 Restatement of Previously Issued Interim
Financial Statements

 In connection with the preparation of this Annual
Report for the year ended December 31, 2024, we identified and corrected certain errors in our previously issued unaudited condensed consolidated
financial statements for the quarters ended March 31, June 30, and September 30, 2024.

 Specifically, we inadvertently failed to perform
the required fair value remeasurement of our warrant liabilities at the end of each of the first three quarters of 2024, as required by
applicable accounting guidance. Additionally, certain assets and liabilities were misclassified between non-current assets and current
liabilities during those periods, which required correction and reversal.

 The impact of the fair value adjustment was material
and resulted in a change from a net loss to net income in the affected quarters, along with a corresponding change from a loss per share
to positive earnings per share. The impact of the misclassification of assets and liabilities reduced both total assets and total liabilities
by $368,504.

 These corrections are reflected in the accompanying
consolidated financial statements and related disclosures, and supersede the previously filed interim financial results. See Note 3 to
the consolidated financial statements for further detail.

 Results of Operations

 The following table sets forth our consolidated statements
of operations for the years ended December 31, 2024, and 2023.

 Consolidated Statements of Operations

 2024

 2023

 Net Sales

 $
 17,013,132

 $

 (16,678,871
)

 (23,720,967
)

 334,261

 (1,159,172
)

 (2,250,553
)

 (2,135,336
)

 (2,346,343
)

 (3,294,508
)

 (4,596,876
)

 Other income

 690,514

 265,266

 Net loss from continuing operations before income taxes

 (2,269,733
)

 (4,136,651
)

 (124,070
)

 (22,703
)

 Net loss from continuing operations

 (2,393,803
)

 (4,159,354
)

 (2,393,803
)

 (4,159,354
)

 Less: Net income attributable to non-controlling interests

 39,342

 Net loss attributable to Nocera Shareholders

 $
 (2,354,461
)

 $
 (4,104,959
)

 Other Comprehensive loss

 (2,393,803
)

 (4,159,354
)

 Foreign currency translation income

 86,491

 4,688

 Total comprehensive loss

 (2,307,312
)

 (4,159,666
)

 Less: Net income attributable to non-controlling interest

 39,342

 Less: Foreign currency translation loss attributable to non-controlling interest

 4,549

 (48,335
)

 Comprehensive loss attributable to Nocera Shareholders

 $
 (2,263,461
)

 $
 (4,148,606
)

 Loss per share - basic and diluted

 $
 (0.1807
)

 $
 (0.4238
)

 Net loss per share from continuing operations – basic and diluted (1)

 $
 (0.1807
)

 $
 (0.4238
)

 Weighted Average Shares Outstanding - Basic and Diluted

 13,249,705

 (1)

 On August 11, 2022, the Company effected a 2:3 reverse stock split for each share of common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split.

 Comparison of Results of Operations for the years ended December 31,
2024, and December 31, 2023

 Revenue of the Company for the three months ended
December 31, 2024 was approximately $3,997,039 million compared to approximately $7,467,601 million for the comparable period in 2023.
The revenue decreased by $3,470,562, or 46.4% for the three months ended December 31, 2024. This decrease was primarily attributable
to the downturn in the fish market and volume loss of fish harvest. For the three months ended December 31, 2024, SY Culture and
Xinca generated $27,631 and $40,936, respectively.

 Revenue of the Company for the year ended December
31, 2024 was approximately $17.01 million compared to approximately $23.9 million for the comparable period in 2023. The revenue decreased
by approximately $6.89 million, or 28.3% for the year ended December 31, 2024. The decrease was primarily attributable to the significant
loss of eel fry in prior year which led the delay of harvesting the market-size eel in third quarter. The revenue for the year ended
December 31, 2024, was mostly decreased from Meixin catering business and the fish trading business from NTB with the revenue of $4.8
million and $11.8 million, respectively. For the year ended December 31, 2024, SY Culture and Xinca generated $93,041 and $251,992, respectively.

 Fish Trading Business: For the year ended December 31, 2024, the fish trading business decreased in volume, but the selling price increased, the volume decreased from 1083 tons to 770 tons for the comparable period in 2023 and 2024. The average selling price of eels increased from $13.79 to $15.31 per kilogram for the comparable period in 2023 and 2024.

 Catering Business: For the year ended December 31, 2024, the catering business separated into two lines of operations. The bento box business volume decreased from 80,640 to 65,376 boxes with average price decreased from $3.85 to $3.74 per box for the comparable period in 2023 and 2024. The fruit and vegetable processing service and sales volume decreased from 438,310 kilograms to 310,302 kilograms in volume with average prices decreased from $15.85 to $14.47 per kilograms for the comparable period in 2023 and 2024.

 For the year ended December 31, 2024 and 2023,
our foreign currency translation gain was $86,491 and foreign currency translation gain was $4,688 of sales and income, respectively.

 The decrease in revenue from $7.4 million in 2023
to $3.9 million in 2024 is primarily attributed to a downturn in the fish market in Taiwan. Specifically, the significantly low eel fry
catch in 2022 and 2023 has led to a substantial reduction in the availability of market-size eels, impacting overall sales performance.
Also, during the third quarter of 2024, Taiwan experienced a significant number of typhoons and other natural disasters. These adverse
events negatively impacted the fish farming industry, leading to a decline in overall market production. We believe these environmental
factors are critical to understanding the fluctuations in production during the period. To address this challenge and improve revenue,
we are actively developing the cultivation of alternative aquaculture species to diversify our product offerings. Additionally, we are
expanding and strengthening various sales channels to enhance market reach and drive revenue growth.

 Looking ahead, we anticipate that these adverse factors
may continue to impact our operating results in the near term. The limited eel fry catch in previous years is expected to have residual
effects on eel availability in future periods, which may constrain revenue growth. Furthermore, the increased frequency and severity of
natural disasters present an ongoing risk to production stability in the aquaculture industry.

 Gross profit for the three months ended December 31,
2024 was $170,382, compared to $37,699 for the comparable period in 2023. The increase was primarily because there was an increase in
demands of the sales through e-commerce business for the three months ended December 31, 2024.

 Gross
profit for the year ended December 31, 2024 was approximately $334,261, compared to approximately $194,959 for the comparable period
in 2023. The gross profit for the year ended December 31, 2024 was mostly generated from Meixin
catering business and Xinca e-commerce business with the gross profit of approximately $63,554 and $183,358, respectively. The
increase was primarily because there was an increase in demands of the sales through e-commerce business for the year ended December 31,
2024.

 The operating loss incurred in NTB fish trading
business is primarily attributed to administrative expenses, amounting to approximately $2,042,581. We are confident that
profitability can be achieved by optimizing management expenses and enhancing profit margins.

 Goodwill impairment expenses were $1,159,172
for the three months ended December 31, 2024 compared to $2,250,553 for the comparable period in 2023. For the fiscal years ended December
31, 2024 and 2023, we recognized a $3.4 million and $2.3 million goodwill impairment charge, respectively, which was primarily driven
by a duplicate of the unexpected loss of a major customer and a subsequent reassessment of the financial outlook for our Meixin reporting
unit. Specifically, during 2024, the Meixin unit experienced the early termination of a significant contract with a key customer, which
materially reduced projected future cash flows. In conjunction with continued challenges in customer acquisition, the Company performed
an interim impairment test under ASC 350 using a discounted cash flow model. The analysis concluded that the estimated fair value of
the Meixin unit was below its carrying amount, necessitating a goodwill impairment charge. This non-cash charge was recognized to more
accurately reflect the current valuation of the unit and did not impact the Company's liquidity or cash flows. The impairment charge
represents approximately 48% of our consolidated net loss and reflects the reduced long-term outlook for the segment compared to assumptions
used in prior periods.

 General and administrative expenses were $900,395,
for the three months ended December 31, 2024, compared to approximately $583,537 for the comparable period in 2023. This increase was
primarily due to the increase of consulting fees and salary expenses for the three months ended December 31, 2024.

 General and administrative expenses were $2.1
million, for the year ended December 31, 2024, compared to $2.3 million for the comparable year ended in 2023. The decrease in general
and administrative expenses was mainly due to the decrease of consulting fees, legal fees, miscellaneous expenses in 2024.

 Other income was $690,514 for the year ended December
31, 2024, compared to other expense of $265,266 for the comparable period in 2023. The income for the year ended December 31, 2023 was
mainly due to the waiver of payables.

 During the year ended December 31, 2024, we
recorded a non-cash gain of $797,269 related to the fair value measurement of warrant liabilities in 2024, compared to $305,652 for the
comparable period in 2023, the increase was primarily driven by heightened volatility in the Company's stock price, which significantly
impacted the fair value of outstanding warrant liabilities during the period. These warrants are classified as liabilities pursuant to
ASC 815 and are remeasured at fair value each reporting period, with changes recognized in the consolidated statements of operations.

 The fair value of the warrants is sensitive to
several key inputs, including the Company's stock price, expected volatility, risk-free rate, and remaining life of the instruments.
These fair value adjustments do not affect the Company's cash flows but may cause fluctuations in reported net income or loss in
future periods.

 In connection with the restatement disclosed
in Note 4 to the consolidated financial statements, the Company revised its previously issued financial statements for the year ended
December 31, 2023 and the quarters ended March 31, June 30, and September 30, 2024, to correct the accounting treatment for the warrant
liabilities. The restatements resulted in changes to the fair value adjustments recognized in each quarter as follows:

 Q4 2023: Gain of $305,652

 Q1 2024: Gain of $197,843

 Q2 2024: Gain of $360,202

 Q3 2024: Loss of $29,849

 During the year ended December 31, 2023, we recorded
an income tax expense of $22,703 as compared to income tax expense of $124,070 for the comparable period in 2024.

 Net loss attributable

 Net loss attributable to us (excluding net loss
attributable to non-controlling interest) for the year ended December 31, 2024 was approximately $2.3 million compared to net loss attributable
to us (excluding net income attributable to non-controlling interest) approximately of $4.1 million for the comparable period in 2023.
The decrease was primarily due to the decrease of General and administrative expenses for the year ended December 31, 2024.

 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, including Fish Trading and Catering Services. 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.

 The summary of key information by segments
for the years ended December 31, 2024 and 2023 was as follows:

 For year ended December 31, 2024

 Sales of Fish Trading

 Sales of Catering

 Total

 $
 16,574,440

 $
 168,853

 $
 16,743,293

 Cost of revenue

 $
 16,540,745

 $
 114,831

 $
 16,655,576

 $
 33,695

 $
 54,022

 $
 87,717

 $
 (193,085
)

 $
 (257,785
)

 $
 (450,870
)

 Segment operating losses

 $
 (159,390
)

 $
 (203,763
)

 $
 (363,153
)

 $
 (121,575
)

 $
 (2,495
)

 $
 (124,070
)

 Segment losses

 $
 (280,965
)

 $
 (206,258
)

 $
 (487,223
)

 For year ended December 31, 2023

 Sales of Fish Trading

 Sales of Catering

 Total

 $
 23,713,516

 $
 202,410

 $

 Cost of revenue

 $
 23,558,911

 $
 162,056

 $
 23,720,967

 $
 154,605

 $
 40,354

 $

 $
 (288,332
)

 $
 (354,438
)

 $
 (642,770
)

 Segment operating losses

 $
 (133,727
)

 $
 (314,084
)

 $
 (447,811
)

 $
 –

 $
 –

 $
 –

 Segment losses

 $
 (133,727
)

 $
 (314,084
)

 $
 (447,811
)

 The information contained in this section
is consistent with Note 25 to the Consolidated Financial Statements included herewith.

 Liquidity and Capital Resources; Going Concern

 We had net cash used in operating activities for
the year ended December 31, 2024 and the cash balance was approximately $0.48 million as of December 31, 2024. As of December 31, 2024,
we had an accumulated deficit of $21,238,881, a net loss of $2,393,803, and net cash used in operating activities of $1,574,709. In
their audit report for the fiscal year ended December 31, 2024 included in this report, our auditors have 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. On January 25, 2025, we obtained a financial support letter
from Ms. Min-Huay Cheng Lu, the estate of 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.

 Management believes that the anticipated financing
arrangements will provide sufficient liquidity to meet our obligations as they come due and to fund the Company's ongoing and planned
strategic initiatives over the next twelve months.

 On April 1, 2021, we entered
 in a securities purchase agreement with certain investors for an aggregate of 80,000 shares of its preferred stock at a per share
 purchase price of $2.50. As part of the transaction, the investors received one Class C warrant and one Class D warrant for the subscription
 of each preferred share. Each Class C warrant consist of the right to purchase up one share of common stock to at an exercise price
 of $3.75 per share exercisable for 36 months from the date of issuance. Each Class D warrants consist of the right to purchase one
 share of our common stock at an exercise price of $7.50 per share exercisable for 36 months from the date of issuance. The subscription
 was completed on August 10, 2021

 In August 2021, we issued
 80,000 shares of preferred shares of $0.001 each at an issue price of $2.50 per share to certain investors credited as fully paid.

 On September 27, 2021,
 we entered into securities purchase agreements with investors, pursuant to which we issued in a registered direct offering, an aggregate
 of 32,000 shares of our common stock at a per share purchase price of $3.75. In addition, the investors also received one Class C
 Warrant and one Class D Warrant for the subscription of each preferred share. On December 31, 2021, we consummated a private offering
 of 278,667 units at a purchase price of $7.50 per unit to 28 investors for gross proceeds of $2,090,000. Each unit consisted of one
 share of the Company's common stock and an "equity kicker" of one share of our common stock, for a total of 557,334
 shares of common stock.

 On August 10, 2022, our
 Registration Statement relating to the Public Offering was declared effective by the SEC. The Public Offering consisted of 1,880,000
 units at a public offering price of $3.50 per unit, with each unit consisting of (i) one (1) share of our common stock and (ii) a
 warrant to purchase two (2) shares of our common stock. We received total gross proceeds of $6.58 million from the Public Offering
 and after deducting the underwriting commissions, discounts and offering expenses, we received net proceeds of approximately $5.3
 million. On August 11, 2022, the shares of our common stock began trading on The Nasdaq Stock Market LLC under the symbol "NCRA."
 The Shares and the Warrants comprising the units were immediately separable and issued separately in the Public Offering, which closed
 on August 15, 2022. In connection with the Public Offering and pursuant to the underwriting agreement between the underwriters named
 therein and us, we granted the underwriters a 45-day option to purchase up to 282,000 additional shares of our common stock and warrants,
 equivalent to 15% of the units sold in the Public Offering, at the public offering price of $3.50 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 282,000 warrants from us for gross proceeds of $2,820. The warrants were issued to the underwriters on September 26, 2022.

 The following table provides detailed information about our net cash flows
for the periods indicated:

 2024

 2023

 $
 (1,574,709
)

 $
 (1,084,595
)

 Net cash provided by (used in) investing activities

 211,801

 (1,057,870
)

 Net cash provided by financing activities

 597,053

 449,898

 Effect of the exchange rate change on cash and cash equivalents

 20,435

 16,074

 Decrease in cash and cash equivalents

 $
 (745,420
)

 $
 (1,676,493
)

 Net cash used in operating activities amounted
to $ 1,574,709 for the year ended December 31, 2024. This reflected a net loss of $2,393,803, as adjusted for non-cash items primarily
including depreciation of $126,501, share-based compensation of $60,831, goodwill impairment of $1,159,172.

 Net cash used in operating activities amounted
to $1,084,595 for the year ended December 31, 2023. This reflected a net loss of $4,159,354, as adjusted for non-cash items primarily
including depreciation of $171,312 and share-based compensation of $163,621, and Consultancy services settled by equities of $657,900.

 Net cash (used in) provided by investing activities

 Net cash provided by investing activities was
$211,801 for the year ended December 31, 2024, which were primarily attributable to the available-for-sale financial assets.

 Net cash used in investing activities was $1,057,870
for the year ended December 31, 2023, which were primarily attributable to the purchase of property.

 Net cash provided by financing activities

 Net cash provided by financing activities amounted
to $597,053 for the year ended December 31, 2024, which were primarily arising from proceeds from issuance of common stock and other borrowings
during the year.

 Net cash provided by financing activities amounted
to $463,533 for the year ended December 31, 2023, which were primarily arising from proceeds from issuance of common stock during the
year.

 Since we plan to build our land-based fish farming
demo sites in the U.S., Japan and Thailand 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 stockholders or raise additional capital through, among other things, the sale of equity or debt securities.
The stockholders 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.

 Recently Issued Accounting Pronouncements

 Please refer to the Note 3 to the Consolidated Financial
Statements included herewith.

 ITEM 7A.

 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 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The financial statements and supplementary financial
information required by this Item are set forth immediately following the signature page and are incorporated herein by reference.

 ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 On October 16, 2024, Centurion ZD CPA & Co. ("CZD")
resigned as the Company's independent registered public accounting firm. CZD's audit reports on the Company's financial
statements as of and for the fiscal years ended December 31, 2023, and December 31, 2022, did not contain an adverse opinion or a disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such audit reports
included an explanatory paragraph regarding the Company's ability to continue as a going concern.

 During the Company's two most recent fiscal
years and the subsequent interim period through October 16, 2024, there were no disagreements with CZD on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of CZD, would
have caused it to make reference to the subject matter of the disagreement(s) in connection with its report.

 Item 304(a)(3) of Regulation S-K, the Company provided
CZD with a copy of this disclosure and requested that CZD furnish a letter addressed to the SEC stating whether it agrees with the statements
made herein. A copy of CZD's response letter is filed as Exhibit 16.1 to this Annual Report on Form 10-K.

 On October 16, 2024, the Audit Committee of the
Company approved, and the Board of Directors ratified, the appointment of Enrome LLP (the "New Auditor") as the Company's
independent registered public accounting firm, effective as of the same date.

 During the Company's two most recent fiscal
years ended December 31, 2022, and December 31, 2023, and the subsequent interim period through October 16, 2024, neither the Company
nor anyone on its behalf consulted with the New Auditor regarding:

 (i)(a) the application of accounting principles
to a specified transaction, either completed or proposed, or (b) the type of audit opinion that might be rendered on the Company's
financial statements, and neither a written report nor oral advice was provided by the New Auditor that was an important factor considered
by the Company in reaching a decision on any accounting, auditing or financial reporting issue; or

 (ii) any matter that was the subject of a disagreement
or a reportable event (as those terms are defined in Item 304(a)(1) of Regulation S-K and the related instructions).

 ITEM 9A.

 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 Annual Report on Form 10-K. 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 December 31, 2024, our disclosure controls and procedures were not effective
due to the material weaknesses described below, including, without limitation, the decisions that led to the restatement of our unaudited
interim financial statements for the quarters ended March 31, June 30 and September 30, 2024.

 Even though management has initiated remediation
efforts, material weaknesses remain, and we cannot provide assurance that our disclosure controls and procedures will detect or prevent
all material errors or omissions. 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.

 Management's Report on Internal Control Over Financial
Reporting

 Management is responsible for establishing and maintaining
adequate internal controls over financial reporting for our Company. Internal control over financial reporting is defined in Rule 13a-15(f)
and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal
financial officers and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:

 Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

 Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors; and

 Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

 Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.

 Internal control over financial reporting cannot provide
absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting
is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failure.
Internal control over financial reporting can also be circumvented by collusion or improper management override. Because of such limitations,
there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.
However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.

 We assessed the effectiveness of our internal control
over financial reporting as of December 31, 2024. In making this assessment, our management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission's Internal Control-Integrated Framework. As a result of this assessment,
we have determined that our internal control over financial reporting was not effective as of December 31, 2024. We had neither the resources,
nor the personnel, to provide an adequate control environment. The following material weaknesses in our internal control over financial
reporting continued to exist at December 31, 2024:

 we do 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;

 there is insufficient monitoring and review controls over the financial reporting closing process, including the lack of individuals with current knowledge of GAAP; and

 inadequate segregation of duties.

 delays depositing cash proceeds from operations into bank accounts,
instead storing significant amounts of cash in a physical safebox throughout the year, with deposits typically made only at year-end.
This practice results in insufficient periodic verification and oversight of cash balances, increasing the risk of misappropriation or
loss; and

 infrequent or insufficient verification of the physical safe box used
to store cash, which represents a weakness in the safeguarding of cash assets and the effectiveness of controls over cash management.

 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.

 Pending obtaining sufficient resources to implement
these measures, we plan to take a number of actions to correct these material weaknesses, including, but not limited to, 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.

 It should be noted that any system of controls, however
well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition,
the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and
other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under
all potential future conditions, regardless of how remote.

 Attestation Report of the Independent Registered
Public Accounting Firm

 This Annual Report on Form 10-K does not include an
attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our management's
report was not subject to attestation by our independent registered public accounting firm pursuant to the Dodd-Frank Act that permanently
exempted smaller reporting companies from the auditor attestation requirement.

 Remediation Plan

 During the year ended December 31, 2024, we continued
to enhance our internal control over financial reporting in an effort to remediate the material weaknesses described above. We are committed
to ensuring that our internal control over financial reporting is designed and operating effectively.

 We expect to remediate these material weaknesses in
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 IT 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 IT 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 year ended December 31, 2024, we took several
actions to correct past material weaknesses, including, but not limited to, 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.

 ITEM 9B.

 OTHER INFORMATION

 During the quarter ended December
31, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as
each term is defined in Item 408(a) of Regulation S-K.

 ITEM 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 On April 21, 2022, the Company was conclusively identified
by the SEC as a Commission-Identified Issuer pursuant to the Holding Foreign Companies Accountable Act (the "HFCAA") because
it filed its registration statement on Form S-1 (File No. 333-264059) containing audited financial statements for the fiscal years ended
December 31, 2021 and 2020 with an audit report by Centurion ZD CPA &Co. ("Centurion"). Centurion is a Hong Kong-based public
accounting firm previously deemed to be inaccessible for complete inspection by the PCAOB due to an authority's position in the foreign
jurisdiction. However, in August 2022, the PCAOB took a significant step toward inspecting and investigating registered public accounting
firms in mainland China and Hong Kong by signing a Statement of Protocol with the CSRC and the Ministry of Finance of the People's Republic
of China. From September to November 2022, PCAOB staff conducted on-site inspections and investigations of Centurion.

 In December 2022, the PCAOB announced that it had
obtained complete access to inspect and investigate registered public accounting firms in mainland China and Hong Kong. It also confirmed
that, until new determinations are issued by the PCAOB, no Commission-Identified Issuers, including the Company, are at risk of trading
prohibition under the HFCAA.

 We have no awareness or belief that any governmental
entity in the foreign jurisdiction of incorporation or organization owns shares of our capital stock. Similarly, no official from the
Chinese government or Hong Kong Special Administrative Region serves as a board member or officer within our Company or its operating
subsidiaries. Our amended articles of incorporation do not contain any provisions known to include charter or charter provisions of the
Chinese Communist Party. Based on the absence of a Schedule 13D or 13G filing by any such governmental entity, the lack of material contracts
with foreign governmental parties, and the absence of foreign government representation on our Board, we have determined that no governmental
entity in mainland China or Hong Kong has the power to direct or control our management, policies or possess a controlling financial interest.

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 The following are our executive officers and directors
and their respective ages and positions as of the filing date of this Annual Report on Form 10-K.

 Name

 Age

 Position

 Director Since

 Andy Ching-An Jin

(Principal Executive Officer)

 July 31, 2023

 Shun-Chih ("Jimmy") Chuang

 Chief Financial Officer

(Principal Financial and Accounting Officer)

 –

 Feng-Hua ("Howard") Chen

 Chief Operating Officer

 January 4, 2024

 Gerald H. Lindberg

 Secretary, Director

 December 31, 2021

 Sean Filson

 October 16, 2024

 Hui-Ying Zhuang

 December 19, 2019

 Yiwen Zhang

 October 27, 2023

 Song-Yuan Teng

 October 27, 2023

 Professional Backgrounds

 Andy Ching-An Jin was appointed as Chief
Executive Officer of the Company on July 31, 2023. Mr. Jin was an Investment Director at Fotex Holding from November 2018 until June 2023,
where he executed and drove U.S. investments, strategic projects, portfolio management and business operations. Prior to that role, Mr.
Jin served as Partner at Bloemengroothandel B.J. Duyvenvoorde & Zn B.V. from September 2017 until October 2018, where he managed
all day-to-day operations, sales, developments and investments for an import floriculture company, sold subscription services to online
boutiques and managed all major wholesale floriculture market operations in China. In addition, Mr. Jin served as Executive Vice
President and Managing Director of Dagong Global Credit Rating Group from December 2015 until August 2017, where he oversaw the group's
international business development and investments into overseas markets and was also responsible for overseas offices located in Hong
Kong, Italy and Germany. He attended the State University of New York at Stony Brook attaining a Bachelor of Arts in political science
and Tsinghua University earning a Master of Business Administration.

 Shun-Chih ("Jimmy") Chuang was
appointed as Chief Financial Officer of the Company on October 28, 2019. Prior to that role, from October 1, 2016 to June 30, 2019, Mr.
Chuang was a project manager at Deloitte & Touche Financial Advisory Corporation in Taiwan where he was part of the Transaction Support
practice. In that role, he worked in Mergers and Acquisitions and Valuation services. Prior to that role, from September 2014 to September
2016, Mr. Chuang was a semi-senior at Deloitte & Touche in Taiwan where he was part of the Audit Function practice. In that role,
he performed audit services to various Taiwanese conglomerate companies. Mr. Chuang has a marketing degree from UC-Berkeley Extension,
and a BS in Accounting from Soochow University, Taiwan. He currently holds Certified Public Accounting licenses from the United States
and Taiwan.

 Feng-Hua ("Howard") Chen was
appointed as Chief Operating Officer of the Company on January 5, 2024. Mr. Chen is experienced in diverse areas such as Consumer Banking,
Asia Business Development and New Strategies, demonstrating strong skills in team building, project management, compliance and cross-sales,
with a focus on continuous improvement and business expansion. Mr. Chen was an Executive Director at Rongzhou Construction Co., Ltd. From
September 2021 until January 2024, where he, among other things, was involved in the planning and financing of construction projects,
the planning and acquisition of land and the execution of sales. Prior to that position, he was a Vice President at Entie Commercial Bank
Co. from 2008-2021, Asia Pacific Regional Business Development Director at CIT Group Taiwan from 2005-2008, Sales Director at Taipei Financial
& Leasing Co. from 2004-2005, and a Sales Manager at Far Eastern Group from 2000-2004. He attended the University of Leicester earning
an MBA degree in 1989.

 Gerald H. Lindberg was appointed as
Secretary and Director of the Company on December 31, 2021. In the past five years, working for Handover International, Mr. Lindberg
has provided substantial expertise and guidance as a consultant, has served as a board member and Chief Financial Officer of publicly
traded companies, business adviser, capital acquisition director and operations officer to real world and Internet start-ups and helped
raise capital for start-ups, small cap, micro-cap and nano-cap businesses in both the public and private sectors. Earlier in his
career, he was Section Chief, Litigation Assistance Systems Section, Justice Management Division, United States Department of Justice
and an attorney-advisor with the United States Department of Justice (1979-1982). Over the past
25 years, he has been responsible for business plan preparation, early stage advising for corporate development and positioning for capital
raising including crowd funding, private placement memoranda, investor presentation development, equity, debt and hybrid funding, form
preparation and filing, offering syndicate coordination, sales/marketing strategy along with investment community relations and investor
relations, business development, licensing management and assuring compliance with federal and state regulations and fraud prevention
software development. His areas of specialty include technology and intellectual property management, digital entertainment, media and
marketing, e-Commerce, m-Commerce and search engine design, database systems software design and development. Mr. Lindberg earned
his law degree from Western New England University, School of Law, Springfield, MA. Mr. Lindberg is qualified to serve as a director of
the Company due to his substantial board and financial consulting experience.

 Sean Filson was appointed as Director
of the Company on October 16, 2024. Mr. Filson is a seasoned business development leader with expertise in market strategy, brand development,
finance and global partnerships. Mr. Filson is currently Co-Founder, Board Member, and Chief Financial Officer of MedicalMatch Corporation
(2023-present), a technology-driven healthcare staffing platform, where he oversees financial strategy and capital planning. Previously,
he founded SNP Medical Holdings, LLC (2021-present), guiding it to a $1.25 billion valuation through innovative non-surgical joint pain
treatments. He also served as Vice Chairman of the American Chamber of Commerce, Tianjin, China (2014-2020), where he promoted U.S.-China
business relations, achieving record chapter funding. Earlier, as APAC Business Development Manager for Taylor Corporation (2013-2019),
Mr. Filson drove significant revenue growth, managing key accounts like Thermo Fisher and GE. He holds an MBA in International Finance
& International Business from Oklahoma City University and Tianjin University of Finance and Economics, a B.A. in Entrepreneurship
from the University of St. Thomas, and a degree in Chinese Language and Cultural Studies from Nankai University, China. Fluent in Mandarin,
Mr. Filson's expertise in financial management and cross-cultural business development makes him well-qualified to serve as a director
of the Company.

 Hui-Ying Zhuang was appointed as a Director
of the Company on December 19, 2019. Mr. Zhuang works as Vice President of Sales at Clyde Bergemann Power Group (2018-current) with experience
in technology and sales management, especially in solution-based consultative selling. Other positions he has held at Clyde Bergemann
Power Group include Vice President, Product and Sales Support, Air Pollution Control Products (2013-2018), Director of Technology and
Product Management, Air Pollution Control Product Division (2012-2013), Regional Sales Manager from 2006-2012 and a Boiler Process Engineer
from 2004-2006. He is experienced in product management, sales, plant operations and contract negotiation. Mr. Zhuang has leadership experience
in building and developing management teams and extensive international business working experience. He attended the University of South
Carolina earning an MBA in 2005. Mr. Zhuang is qualified to serve as a director of the Company due to his technical experience in power
generation and ability in Sales and Marketing functions.

 Yiwen Zhang was appointed as a Director
of the Company on October 27, 2023. Mr. Zhang currently works as Manager of Finance, Marketing and Student Support at New Westminster
School District 40 since 2012, where he is responsible for financial reporting, budget planning, internal controls, audits, financial
system management and compliance. Prior to that role, from 2009 until 2011, Mr. Zhang served as Business Development Manager at ZiYangTang
Trading where he developed two business lines and increased sales by 2 million. Prior to that, Mr. Zhang was Account Manager at HILTI
(Canada) Ltd where he set up the Richmond branch and doubled sales and developed revenue budgeting models for key business expansion.
Mr. Zhang is qualified to serve as a director of the Company due to his extensive experience as a manager in a variety of organizations.

 Song-Yuan Teng was appointed as a Director
of the Company on October 27, 2023. Mr. Teng serves as Chief Executive Officer of G.MCOIN Enterprises since 2021, where he oversees the
strategic planning and annual growth objectives. Prior to that role, from 2017 until 2020, Mr. Teng served as the General Manager of Mingyang
Venture Capital, where he was responsible for overseeing the overall management and strategic direction of the organization while driving
growth and maximizing shareholder value. Prior to that, he was a Manager at Jinrongjia Consulting from 2015 until 2017, where he worked
on financial and automated trading systems while supporting sales and solution managers. Prior to that, Mr. Teng was the General Manager
at CFL Venture Capital from 2012 until 2014, where he developed and executed the firm's strategic investments. Mr. Teng is qualified to
serve as a director of the Company due to his executive experience in multiple consulting and banking firms.

 Board of Directors

 Our business and affairs are managed under the direction
of our Board and committees of the Board. Directors serve until the next annual meeting and until their successors are elected and qualified.
Officers are appointed to serve until serve at the pleasure of the Board, subject to all rights, if any, of such officer under any contract
of employment.

 Board Committees

 Our Board has established an audit committee (the
"Audit Committee"), a compensation committee (the "Compensation Committee") and a nominating and corporate governance
committee (the "Nominating and Corporate Governance Committee"). Our Board has not yet adopted procedures by which stockholders
may recommend nominees to the Board. The composition and responsibilities of each of the committees of our Board is described below. Members
serve on these committees until their resignation or until as otherwise determined by our Board.

 Audit Committee

 Our Board has appointed Yiwen Zhang,
 Sean Filson and Hui-Ying Zhuang to serve as members of our Audit Committee. Each member
of the Audit Committee is an independent director as established by SEC and Nasdaq rules, and Yiwen Zhang,
 qualifies as an "audit committee financial expert" under the SEC rules.

 The Audit Committee's duties, which are specified
in our Audit Committee Charter, include, but are not limited to:

 reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board whether the audited financial statements should be included in our annual disclosure report;

 discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

 discussing with management major risk assessment and risk management policies;

 monitoring the independence of the independent auditor;

 verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

 reviewing and approving all related-party transactions;

 inquiring and discussing with management our compliance with applicable laws and regulations;

 pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

 appointing or replacing the independent auditor;

 determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

 establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and

 approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

 Compensation Committee

 Our Board has established a Compensation Committee.
Sean Filson and Hui-Ying Zhuang, each of whom is an independent director, serves as members
of the Compensation Committee with Sean Filson, serving as the Compensation Committee's Chairman.
The Compensation Committee's duties, which are specified in our Compensation Committee Charter, include, but are not limited to:

 reviews, approves and determines, or makes recommendations to our Board regarding, the compensation of our executive officers;

 administers our equity compensation plans;

 reviews and approves, or makes recommendations to our Board, regarding incentive compensation and equity compensation plans; and

 establishes and reviews general policies relating to compensation and benefits of our employees.

 The Compensation Committee charter permits the committee
to retain or receive advice from a compensation consultant and outlines certain requirements to ensure the consultants independence or
certain circumstances under which the consultant need not be independent. However, as of the date hereof, we have not retained such a
consultant.

 Nominating and Corporate Governance Committee

 Our Board has established a Nominating and Corporate
Governance Committee of which Yiwen Zhang and Hui-Ying Zhuang serve as members with Hui-Ying
Zhuang also serving as the Chairman of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee's
duties, which are specified in its charter, include, but are not limited to:

 identifying, reviewing and evaluating candidates to serve on our Board consistent with criteria approved by our Board;

 evaluating director performance on our Board and applicable committees of our Board and determining whether continued service on our Board is appropriate;

 evaluating nominations by stockholders of candidates for election to our Board; and

 corporate governance matters.

 Section 16(a) Reporting Compliance

 Section 16(a) of the Exchange Act requires that executive
officers and directors, and any persons who own more than ten percent of a registered class of the Company's equity securities file reports
of ownership and changes in ownership with the SEC. Specific dates for such filings have been established by the SEC, and the Company
is required to report in this Annual Report on Form 10-K any failure to file reports in a timely manner in 2022. The following failed
to file a Form 3 after the Company listed its common stock on The Nasdaq Stock Market LLC under Section 12(b) of the Exchange Act: (i)
Hsien-Wen (Stan) Yu, Chief Operating Officer (resigned); (ii) Gerald H. Lindberg, Secretary, Director; (iii) David Yu-Lung Kou, Director
(resigned); (iv) Thomas A. Steele (former Director); and (v) Hui-Ying Zhuang, Director. On August 31, 2022, Mr. Yu resigned as the Chief
Operating Officer of the Company. On September 1, 2022, the Board appointed Mr. Hong-Wen (Howard) Ruan as the Chief Operating Officer
of the Company. A Form 3 for Mr. Ruan was not filed. On July 13, 2023, David Yu-Lung Kou resigned as a Director. On July 13, 2023, Ms.
 Cheng Lu Min Huay and Ms. Yih-Yu Lei were appointed as Directors. Forms 3 were not filed
for Ms. Huay and Ms. Lei. Ms. Huay and Ms. Lei resigned as Directors on July 27, 2023. On October 27, 2023, the Board appointed Mr. Yiwen
Zhang and Mr. Song-Yuan Teng as Directors. Forms 3 for Mr. Zhang and Mr. Teng were not filed. On October 16, 2024, Thomas A. Steele
resigned from his position as Director on October 16, 2024 and was replaced by Sean Filson. A Form 3 for Mr. Filson was not filed.

 Family Relationships

 There are no family relationships among any of our
executive officers or directors.

 Code of Ethics

 Our Board adopted a written code of ethics ("Code")
that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal
accounting officer or controller, or persons performing similar functions. We intend to post on our website a current copy of the Code
and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code.

 Director Independence

 Our Board
is composed of a majority of "independent directors." In determining whether a director is independent, we use the definition
of " independence " applied by Nasdaq under Nasdaq Rule 5601(a)(2) and the SEC under Rule 10A-3 of the Exchange Act. Our
Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her
background, employment and affiliations, our Board has determined that Yiwen Zhang, Sean
Filson and Hui-Ying Zhuang are independent directors.

 Involvement in Certain Legal Proceedings

 Except as disclosed below, to our knowledge, none
of our current directors or executive officers has, during the past ten (10) years:

 been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2) years prior to that time;

 been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

 been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 Indemnification of Officers and Directors

 Our Articles of Incorporation and Bylaws provide that,
to the fullest extent permitted by the laws of the State of Nevada, any of our officers or directors, who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he or she is or was or has agreed to serve at our request as a director, officer, employee or agent of the
Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at our request as a director,
officer, employee or agent (which, for purposes hereof, shall include a trustee, partner or manager or similar capacity) of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity. For the avoidance of doubt, the foregoing indemnification obligation includes, without limitation, claims for
monetary damages against Indemnitee to the fullest extent permitted under Section 78.7502 of the Nevada Revised Statutes as in existence
on the date hereof.

 The indemnification provided shall be from and against
expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the indemnitee
or on the indemnitee's behalf in connection with such action, suit or proceeding and any appeal therefrom, but shall only be provided
if the indemnitee acted in good faith and in a manner the indemnitee reasonably believed to be in or not opposed to our best interests,
and, with respect to any criminal action, suit or proceeding, had no reasonable cause to believe the indemnitee's conduct was unlawful.

 In the case of any threatened, pending or completed
action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was a director,
officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to
serve at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, no indemnification shall be made in respect of any claim, issue or matter as to which the indemnitee shall have
been adjudged to be liable to us unless, and only to the extent that, the Nevada courts or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case,
the indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Nevada courts or such other court shall deem
proper.

 The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption
that he or she did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to our best interests,
and, with respect to any criminal action or proceeding, had reasonable cause to believe that the indemnitee's conduct was unlawful.

 To the extent that indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions,
we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses incurred
or paid by a director, officer or controlling person of our Company in the successful defense of any action, suit or proceeding) is asserted
by any of our directors, officers or controlling persons in connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of that issue.

 Insider Trading Policy

 All officers, directors and employees of, and
consultants and contractors to, us or any of our subsidiaries are subject to our Insider Trading Policy. The Insider Trading Policy prohibits
the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of material nonpublic information in
the trading of our securities. To ensure compliance with the Insider Trading Policy and applicable federal and state securities laws,
all officers, directors and employees of, and consultants and contractors to, us or any of our subsidiaries must refrain from the sale
or purchase of our securities except in specific designated trading windows or pursuant to 10b5-1 trading plans that were preapproved.
Even during a trading window period, certain insiders, including our named executive officers and directors, must comply with our designated
pre-clearance policy prior to trading in our securities. On March 30, 2025, we adopted the Insider Trading Policy and have not adopted
any non-Rule 10b5-1 trading arrangements for any officers or directors.

 ITEM 11.

 EXECUTIVE COMPENSATION

 Summary Compensation Table

 The following table summarizes all cash compensation
paid by us, as well as certain other compensation paid or accrued, for the years ended December 31, 2024 and 2023 for all
individuals serving as our principal executive officer or acting in a similar capacity during the last completed fiscal year, regardless
of compensation level, and two most highly compensated executive officers other than the principal executive officer who were serving
as executive officers at the end of the last completed fiscal year.

 Name and Principal Position

 Fiscal Year

 Salary
 ($)

 Equity Awards
 ($) (1)

 Total
 ($)

 Yin-Chieh ("Jeff") Cheng (2)

 2024

 –

 –

 –

 Former Chairman of the Board, Former President, Former CEO and Former Director

 2023

 –

 1,901,806

 1,901,806

 David Yu-Lung Kou (3)

 2024

 –

 –

 –

 Former Acting Chief Executive Officer and Former Director

 2023

 –

 –

 –

 Andy Ching-An Jin (4)

 2024

 32,820

 158,436

 194,436

 2023

 11,179
 (5)

 106,800
 (5)

 121,800
 (5)

 Shun-Chih Chuang

 2024

 72,000

 –

 72,000

 Chief Financial Officer

 2023

 72,000

 –

 72,000

 Feng-Hua Chen

 2024

 –

 –

 –

 Chief Operation Officer

 2023

 –

 –

 –

 Song-Yuan Teng

 2024

 21,000

 –

 21,000

 2023

 –

 –

 –

 (1)

 The amounts
 shown represent the aggregate grant date fair value of these warrant awards granted during each fiscal year shown, computed in accordance
 with FASB ASC Topic 718.

 (2)

 Pursuant to the Cheng
 Consulting Agreement, dated December 27, 2018, we agreed to issue Mr. Cheng 250,000 Series A warrants per quarter for 20 quarters
 (i.e., 5 years) for a total amount of 5,000,000 Series A warrants, subject to his continued services as our Chairman of the Board.
 Each Series A warrant is exercisable to purchase one share of common stock for $0.50 per share from the date of vesting until April
 23, 2026. The value of the awards granted for the years ended December 31, 2022 and December 31, 2021 was $1,901,806 and
 $11,053,267, respectively, using the Black Scholes methodology. Due to the 2-for-3 reverse stock split of our common stock, the
 amount of shares issuable upon the unexercised warrants was adjusted to 2,000,000 and the exercise price was adjusted to $0.75 per
 share. As of December 31, 2023 and December 31, 2024, none of the Series A warrants were outstanding.

 (3)

 Due to the passing of Yin-Chieh
 ("Jeff") Cheng, the Board appointed David Yu-Lung Kou as acting Chief Executive Officer of the Company effective July
 13, 2023. Mr. Kou resigned on July 27, 2023.

 (4)

 On July 31, 2023, the Board
 appointed Andy Ching-An Jin as Chief Executive Officer of the Company effective July 31, 2023.

 (5)

 Andy Ching-An Jin is paid
 a salary of $36,000 per year as Chief Executive Officer of the Company.

 Employment Agreements

 Chuang Employment Agreement. We entered
into an Employment Agreement dated as of August 16, 2019, as amended by that certain Addendum dated as of December 31, 2021, with Shun-Chih
Chuang, our Chief Financial Officer (the "Chuang Employment Agreement"). The term of the Chuang Employment Agreement is for
5 years and at the end of such term, is automatically renewable on a month-to-month basis unless either party provides notice to terminate
to the other within 30 days of the end of the term. During the term and one year after the end of the term, Mr. Chuang shall not solicit
any person employed or engaged by the Company. Mr. Chuang's employment may be terminated by us immediately upon the occurrence of the
following events: (i) the commission of any act by Mr. Chuang which, if prosecuted, would constitute a felony; (ii) any material act or
omission involving malfeasance or negligence in the performance of employment duties which has a materially adverse effect on us and which
has not been corrected in 30 days after written notice from us; (iii) failure or refusal by Mr. Chuang to comply with our policies contained
in any Company handbook or with the provisions of the Chuang Employment Agreement if not cured within 10 days after the receipt of written
notice from the Board; (iv) Mr. Chuang's prolonged absence without our consent; (v) Mr. Chuang's gross neglect of his duties or willful
insubordination to the Board or his superior officers; (vi) the death of Mr. Chuang; or (vii) delivery of written notice of termination
by us after Mr. Chuang has become unable to perform his services by reason of illness or incapacity, which illness or incapacity results
in Mr. Chuang's failure to discharge his duties under the Chuang Employment Agreement for an aggregate total of 60 days (whether consecutive
or nonconsecutive) during any 180 day period. We pay Mr. Chuang $54,000 per year.

 Lindberg Employment Agreement. We entered
into an Employment Agreement dated as of January 3, 2022, with Gerald H. Lindberg, our Secretary and Director (the "Lindberg Employment
Agreement"). The term of the Lindberg Employment Agreement is for two years and at the end of such term, is automatically renewable
on a month-to-month basis unless either party provides notice to terminate to the other within 30 days of the end of the term. During
the term and one year after the end of the term, Mr. Lindberg shall not solicit any person employed or engaged by the Company. Mr. Lindberg's
employment may be terminated by us immediately upon the occurrence of the following events: (i) the commission of any act by Mr. Lindberg
which, if prosecuted, would constitute a felony; (ii) any material act or omission involving malfeasance or negligence in the performance
of employment duties which has a materially adverse effect on us and which has not been corrected in 30 days after written notice from
us; (iii) failure or refusal by Mr. Lindberg to comply with our policies contained in any Company handbook or with the provisions of the
Lindberg Employment Agreement if not cured within 10 days after the receipt of written notice from the Board; (iv) Mr. Lindberg's prolonged
absence without our consent; (v) Mr. Lindberg's gross neglect of his duties or willful insubordination to the Board or his superior officers;
(vi) the death of Mr. Lindberg; or (vii) delivery of written notice of termination by us after Mr. Lindberg has become unable to perform
his services by reason of illness or incapacity, which illness or incapacity results in Mr. Lindberg's failure to discharge his duties
under the Lindberg Employment Agreement for an aggregate total of 60 days (whether consecutive or nonconsecutive) during any 180 day period.
 We also granted Mr. Lindberg 60,000 Class C Warrants consisting of the right to purchase
a total of 40,000 shares of our common stock for $3.75 per share from the date of issuance, of which 20,000 Class C Warrants shall vest
annually over a total period of three years.

 Jin Employment Agreement. We entered
into an Employment Agreement dated as of July 31, 2023 (the "Jin Employment Agreement"). The term of the Jin Employment Agreement
is for two years and at the end of such term, is automatically renewable on a month-to-month basis unless either party provides notice
to terminate to the other within 30 days of the end of the term. During the term and one year after the end of the term, Mr. Jin shall
not solicit any person employed or engaged by the Company. Mr. Jin's employment may be terminated by the Company immediately upon the
occurrence of the following events: (i) the commission of any act by Mr. Jin which, if prosecuted, would constitute a felony; (ii) any
material act or omission involving malfeasance or negligence in the performance of employment duties which has a materially adverse effect
on the Company and which has not been corrected in 30 days after written notice from the Company; (iii) failure or refusal by Mr. Jin
to comply with the policies of the Company contained in any Company handbook or with the provisions of the Jin Employment Agreement if
not cured within 10 days after the receipt of written notice from the Board; (iv) Mr. Jin's prolonged absence without the consent of the
Company; (v) Mr. Jin's gross neglect of his duties or willful insubordination to the Board or his superior officers; (vi) the death of
Mr. Jin; or (vii) delivery of written notice of termination by the Company after Mr. Jin has become unable to perform his services by
reason of illness or incapacity, which illness or incapacity results in Mr. Jin's failure to discharge his duties under the Jin Employment
Agreement for an aggregate total of 60 days (whether consecutive or nonconsecutive) during any 180 day period. The Company pays Mr. Jin
$36,000 per year and issued Mr. Jin a total of 240,000 shares of restricted stock, of which 60,000 shares shall vest at the end of every
three months for a period of one year starting from July 31, 2023, with 60,000 shares to initially vest on October 31, 2023.

 Chen Employment Agreement. We entered
into an Employment Agreement dated as of January 5, 2024 (the "Chen Employment Agreement"). The term of the Chen Employment
Agreement is for two years and at the end of such term, is automatically renewable on a month-to-month basis unless either party provides
notice to terminate to the other within 30 days of the end of the term. During the term and one year after the end of the term, Mr. Chen
shall not solicit any person employed or engaged by the Company. Mr. Chen's employment may be terminated by the Company immediately upon
the occurrence of the following events: (i) the commission of any act by Mr. Chen which, if prosecuted, would constitute a felony; (ii)
any material act or omission involving malfeasance or negligence in the performance of employment duties which has a materially adverse
effect on the Company and which has not been corrected in 30 days after written notice from the Company; (iii) failure or refusal by Mr.
Chen to comply with the policies of the Company contained in any Company handbook or with the provisions of the Chen Employment Agreement
if not cured within 10 days after the receipt of written notice from the Board; (iv) Mr. Chen's prolonged absence without the consent
of the Company; (v) Mr. Chen's gross neglect of his duties or willful insubordination to the Board or his superior officers; (vi) the
death of Mr. Chen; or (vii) delivery of written notice of termination by the Company after Mr. Chen has become unable to perform his services
by reason of illness or incapacity, which illness or incapacity results in Mr. Chen's failure to discharge his duties under the Chen Employment
Agreement for an aggregate total of 60 days (whether consecutive or nonconsecutive) during any 180 day period. The Company pays Mr. Chen
$20,000 per year and issued Mr. Chen a total of 100,000 Class B Warrants, each having the right to purchase one share of common stock,
par value $0.001 per share, of the Company at $1.50 per share, of which shall vest biannually in equal installments for a period of two
years.

 Clawback Policy

 On November 29, 2023, our Board adopted an executive
compensation recoupment policy consistent with the requirements of the Exchange Act Rule 10D-1 and the Nasdaq listing standards thereunder,
to help ensure that incentive compensation is paid based on accurate financial and operating data, and the correct calculation of performance
against incentive targets. Our policy addresses recoupment of amounts from performance-based awards paid to all corporate officers, including
awards under our equity incentive plans, in the event of a financial restatement to the extent that the payout for such awards would have
been less, or in the event of fraud, or intentional, willful or gross misconduct that contributed to the need for a financial restatement.

 Director Compensation

 Our directors are reimbursed for expenses incurred
by them in connection with attending Board meetings. However, our directors, do not receive any other compensation for serving on the
Board.

 Outstanding Equity Awards

 As of December 31, 2024, there are no equity awards
held by the named executive officers.

 Severance and Change in Control Benefits

 None of the employment agreements with our named executive
officers provide severance benefits; however, the Cheng Consulting Agreement does provide certain change in control-related benefits to
our principal executive officer, including vesting acceleration upon the occurrence of certain defined events.

 Other Benefits

 We provide vacation and other paid holidays to all
employees, including our executive officers, which are comparable to those provided at peer companies. When offered, our executive officers
will be eligible to participate in all of our employee benefit plans, such as medical, dental, vision, group life, disability and accidental
death and dismemberment insurance, our Equity Incentive Plan and our 401(k) plan, in each case on the same basis as other employees, subject
to applicable law, should such benefits exist. At this time, we do not provide special benefits or other perquisites to our executive
officers.

 The 2018 Equity Incentive Plan

 In 2018, the Board and stockholders adopted Nocera,
Inc.'s 2018 Stock Option and Award Incentive Plan, effective December 31, 2018. The 2018 Plan provides for the grant of the following
types of stock awards: (i) incentive stock options, (ii) non-statutory stock options, and (iii) stock purchase rights. The 2018 Plan is
intended to help us secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum
efforts for our success and any affiliate and provide a means by which the eligible recipients may benefit from increases in value of
the common stock. The 2018 Plan is administered by the Compensation Committee. The Board reserved 6,666,667 (post-split) shares of common
stock under the 2018 Plan. No awards have been granted to any of our officers or directors pursuant to the 2018 Plan. As of December 31,
2024, a total of 5,956,667 shares of common stock are available for future issuance pursuant to the 2018 Plan.

 Indemnification

 We shall indemnify any and all of our directors, officers,
former directors, former officers and any person who may have served at its request as a director or officer of another company in which
it owns shares or of which it is a creditor, who were or are made a party or are threatened to be made a party to or are involved in,
any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative
(each a "Proceeding"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding,
against any and all liabilities, damages, reasonable and documented expenses (including reasonably incurred and substantiated attorneys'
fees), financial effects of judgments, fines, penalties (including excise and similar taxes and punitive damages) and amounts paid in
settlement in connection with such Proceeding by any of them. Such indemnification shall not be deemed exclusive of any other rights to
which those indemnified may be entitled otherwise.

 To the extent that indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or persons controlling our Company pursuant to the foregoing
provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses
incurred or paid by a director, officer or controlling person of our company in the successful defense of any action, suit or proceeding)
is asserted by any of our directors, officers or controlling persons in connection with the securities being registered, we will, unless
in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of that issue.

 Policies and Practices for Granting Certain Equity Awards

 Our policies and practices regarding the granting
of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our executive
compensation program. The Compensation Committee is responsible for the timing and terms of equity awards to executives and other eligible
employees.

 The timing of equity award grants is determined with
consideration to a variety of factors, including but not limited to, the achievement of pre-established performance targets, market conditions
and internal milestones. The Company does not follow a predetermined schedule for the granting of equity awards; instead, each grant is
considered on a case-by-case basis to align with the Company's strategic objectives and to ensure the competitiveness of our compensation
packages.

 In determining the timing and terms of an equity award,
the Board or the Compensation Committee may consider material nonpublic information to ensure that such grants are made in compliance
with applicable laws and regulations. The Board's or the Compensation Committee's procedures to prevent the improper use of
material nonpublic information in connection with the granting of equity awards include oversight by legal counsel and, where appropriate,
delaying the grant of equity awards until the public disclosure of such material nonpublic information.

 The Company is committed to maintaining transparency
in its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the disclosure
of material nonpublic information for the purpose of affecting the value of executive compensation. The Company regularly reviews its
policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve
the best interests of the Company and its shareholders.

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The following table sets forth certain
 information, as of December 31, 2024 with respect to the holdings of (1) each person who is the beneficial owner of more
 than 5% of our voting stock, (2) each of our directors, (3) each executive officer and (4) all of our current directors and
 executive officers as a group.

 Beneficial ownership of the voting stock is determined
in accordance with the rules of the SEC and includes any shares of company voting stock over which a person exercises sole or shared voting
or investment power, or of which a person has a right to acquire ownership at any time within 60 days of April 1, 2025. Except as otherwise
indicated, we believe that the persons named in this table have sole voting and investment power with respect to all shares of voting
stock held by them. Applicable percentage ownership in the following table is based on 14,247,539 shares of common stock issued and outstanding
on April 1, 2025, plus, for each individual, any securities that individual has the right to acquire within 60 days of April 1, 2025.

 To the best of our knowledge, except as otherwise
indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our common stock
beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed
below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge
by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

 Name and Address
 of Beneficial Owner (1)

 Title

 Beneficially
 owned

 Percentage of
 Outstanding
 Shares of
 Common Stock (2)

 Officers and Directors

 Andy Chin-An Jin

 240,000
 (3)

 1.6%

 Shun-Chih ("Jimmy") Chuang

 Chief Financial Officer

 520,001
 (4)

 3.6%

 Feng-Hua ("Howard") Chen

 Chief Operating Officer

 –

 –

 Gerald H. Lindberg

 Secretary, Director

 –

 –

 David Yu-Lung Kou

 –

 –

 Sean Filson

 –

 –

 Officers and Directors as a Group (total of 7 persons)

 740,001

 5.2%

 5% Stockholders

 Marina S. Fiorino

 695,734
 (5)

 4.8%

 Min-Huay Cheng Lu

 876,151
 (6)

 6.1%

 Han-Chieh Shih

 1,320,000
 (7)

 9.2%

 Erik Nelson

 646,553
 (8)

 4.5%

 Yin-Chieh Cheng

 4,586,083
 (9)

 32.1%

 (1)

 Unless
 otherwise indicated, the principal address of the named officers and directors c/o Nocera, Inc., 3F (Building B), No. 185, Sec. 1,
 Datong Rd., Xizhi Dist., New Taipei City 221, Taiwan.

 (2)

 Based
 on 14,147,539 shares of common stock issued and outstanding as of April 1, 2025. Any shares of common stock not outstanding which
 are issuable upon the exercise or conversion of other securities held by a person within the next 60 days are considered to be outstanding
 when computing such person's ownership percentage of common stock but are not when computing anyone else's ownership
 percentage.

 (3)

 This
 does not include 60,000 shares of restricted stock that vests on July 31, 2024 pursuant to the Jin Employment Agreement.

 (4)

 Includes
 125,000 shares of common stock issuable upon the exercise of Class A Warrants at a price of $0.75 per share until April 23, 2026.

 (5)

 The
 address for Ms. Fiorino is 1 San Marzano sul Sarno, Italy 84010.

 (6)

 Ms.
 Cheng Lu's business address is 15F., No. 464, Sec 3, Jiayuan Rd., Shulin Dist., New Taipei City 238665, Republic of China.

 (7)

 Includes
 (i) 53,334 shares of common stock issuable upon the conversion of 80,000 shares of Series A Preferred Stock. Mr. Shih's business
 address is 7F., No. 262, Zhong Zheng Rd., Xizhi Dist., New Taipei City 22109, Republic of China.

 (8)

 Includes
 (i) 333,334 shares of common stock held by Sterling Holdings, LLC, an entity of which Mr. Nelson has voting and dispositive control;
 (ii) 1,734 shares personally held by Mr. Nelson; and (iii) 311,485 shares of common stock issuable upon the exercise of Class A Warrants
 for $0.75 per share until April 23, 2026. This does not include 121,849 shares of common stock issuable upon the exercise of Class
 A Warrants for $0.75 per share until April 23, 2026 and 433,334 shares of common stock issuable upon the exercise of Class B Warrants
 for $1.50 per share until April 23, 2026 since such Class A Warrants and Class B Warrants contain blockers that prohibit the holder
 from exercising warrants if such exercise will result in the beneficial ownership of more than 4.99% (or if the holder elects, 9.99%)
 of our outstanding stock. Mr. Nelson was our former Secretary and Director and resigned on December 31, 2021. Mr. Nelson's
 business address is 2030 Powers Ferry Road SE, Suite 212, Atlanta, GA 30339.

 (9)

 Mr.
 Cheng is our former Chief Executive Officer, former President, former Chairman of the Board, and former director. His address is
 15F., No. 464, Sec 3, Jiayuan Rd., Shulin Dist., New Taipei City 238665, Taiwan (R.O.C.).

 Equity Plan Information

 See Part II, Item 5 " Market for Registrant's
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities " of this Annual Report on Form 10-K.

 Changes in Control

 There are no arrangements, to our knowledge, including
any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of
the Company.

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 Under Item 404 of Regulation S-K, we are required
to describe any transaction, since the beginning of our 2022 fiscal year, or any currently proposed transaction, in which we were
or are to be a participant and the amount involved exceeds $120,000 or one percent of the average of the smaller reporting company's
total assets at year end for the last two completed fiscal years, with a related person. A related person under Item 404 of Regulation
S-K includes:

 1.

 any director or executive officer of the Company;

 2.

 any immediate family member of a director or executive officer of the Company, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such director, executive officer or nominee for director, and any person (other than a tenant or employee) sharing the household of such director, executive officer or nominee for director; or

 3.

 a beneficial owner of more than 5% of our common stock at the time of the transaction or immediate family member of such stockholder.

 We did not have any related party transactions reportable under Item 404
of Regulation S-K.

 ITEM 14.

 PRINCIPAL ACCOUNTING FEES AND SERVICES

 During the years ended December 31, 2024 and 2023,
our former independent auditor Centurion ZD CPA & Co. billed an aggregate of $113,600 and $126,500, respectively. On October 16, 2024,
Centurion ZD CPA & Co. resigned as our independent public accountants.

 During the year ended December 31, 2023 and from
January 1, 2024 until October 16, 2024, we engaged Centurion ZD CPA & Co. as our independent registered accounting firm. On October
16, 2024, we appointed Enrome LLP to serve as our independent auditor. Our independent auditor billed an aggregate of $230,000
through December 31, 2024 for professional services rendered for the audit of our 2024 annual financial statements. We incurred fees
from Centurion ZD CPA & Co. for the year ended December 31, 2023 and from January 1, 2024 until October 16, 2024 and from Enrome
LLP for the year ended December 31, 2024, as discussed below:

 Fiscal Year Ended December 31,

 2024

 2023

 Audit Fees

 $
 233,600

 $
 126,500

 Audit-Related Fees (1)

 –

 –

 Tax Fees

 –

 –

 All Other Fees

 –

 –

 Total

 $
 233,600

 $
 126,500

 (1)

 Fees incurred in conjunction with consents for various registration statements filed during the 2024 and 2023 fiscal years.

 Audit fees consist of fees related to professional
services rendered in connection with the audit of our annual financial statements. All other fees relate to professional services rendered
in connection with the review of the quarterly financial statements.

 Our policy is to pre-approve all audit and permissible
non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services
and other services. Under our Audit Committee's policy, pre-approval is generally provided for particular services or categories of services,
including planned services, project based services and routine consultations. In addition, the Audit Committee may also pre-approve particular
services on a case-by-case basis. Our Audit Committee approved all services that our independent accountants provided to us in the past
two fiscal years.

 ITEM 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 1.

 Financial Statements: The following Financial Statements and Supplementary Data of Nocera, Inc. and the Report of Independent Registered Public Accounting Firm included in Part II, Item 8:

 Balance Sheets at December 31, 2024 and 2023;

 Statements of Operations for the years ended December 31, 2024 and 2023;

 Statements of Changes in Stockholders' Deficit for the years ended December 31, 2024 and 2023;

 Statements of Cash Flows for the years ended December 31, 2024 and 2023; and

 Notes to Financial Statements.

 2.

 Exhibits:

 EXHIBIT

 Exhibit No.

 Description

 Previously Filed and Incorporated by Reference Herein

 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.

 **

 Interactive Data Files

 *

 101.INS

 *

 101.SCH

 *

 101.CAL

 *

 101.DEF

 *

 101.LAB

 *

 101.PRE

 *

 *

 ____________

 *

 Filed herewith.

 **

 Furnished herewith and not to be incorporated by reference into any filing of Nocera, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K.

 ITEM 16.

 FORM 10-K SUMMARY

 None.

 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.

 Dated: June 4,
 2025

 By:

 /s/ Andy Chin-An Jin

 Name:

 Andy Chin-An Jin

 Title:

 (Principal Executive Officer)

 Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.

 Name

 Position

 Date

 /s/ Andy Chin-An Jin

 2025

 Andy Chin-An Jin

 (Principal Executive Officer)

 /s/ Shun-Chih Chuang

 Chief Financial Officer

 2025

 Shun-Chih Chuang

 (Principal Financial and Accounting Officer)

 /s/ Gerald H. Lindberg

 June 4, 2025

 Gerald H. Lindberg

 /s/ Yiwen Zhang

 2025

 Yiwen Zhang

 /s/ Sean Filson

 2025

 Sean Filson

 /s/ Hui-Ying Zhuang

 2025

 Hui-Ying Zhuang

 /s/ Song-Yuan Teng

 2025

 Song-Yuan Teng

 CONSOLIDATED FINANCIAL STATEMENTS

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Pages

 Reports of Independent Registered Public Accounting Firm (PCAOB ID 6907)

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations and Comprehensive Loss for the Years ended December 31, 2024, and 2023

 Consolidated Statements of Changes in Equity for the Years ended December 31, 2024, and 2023

 Consolidated Statements of Cash Flows for the Years ended December 31, 2024, and 2023

 Notes to the Consolidated Financial Statements for the Years ended December 31, 2024 and 2023

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Shareholders and the Board of Directors of Nocera, Inc.:

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheet of Nocera, Inc. and its subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated
statements of operations and comprehensive loss, changes in equity, and cash flows, for each of the years ended December 31, 2024 and
2023, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion,
the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31,
2024 and 2023, and the results of its operations and its cash flows for each of the years then ended December 31, 2024 and 2023, in conformity
with the accounting principles generally accepted in United States of America ("U.S. GAAP").

 Material Uncertainty Related to Going Concern

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated
financial statements, the Company incurred operating losses of $2,393,803 during the year, had net cash outflow from operating
activities amounting to $1,574,709 for the year ended December 31, 2024, and the accumulated deficit of $21,238,881 as of December 31,
2024, that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters
are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome
of this uncertainty.

 Basis for Opinion

 These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements
based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for
our opinion.

 /s/ Enrome LLP

 We have served as the Company's auditor
since 2024.

 Singapore

 May 06, 2025

 F- 2

 CONSOLIDATED BALANCE SHEETS

 (Stated in US Dollars)

 December 31, 2024

 December 31, 2023

 $
 484,161

 $

 144,509

 –

 8,404

 1,732

 643,169

 10,365

 1,280,453

 1,712,201

 1,391,845

 1,547,801

 97,825

 114,129

 Investment

 27,206

 –

 2,077,728

 1,655,182

 7,505

 4,730

 $
 4,882,562

 $

 $
 376,660

 $
 155,093

 Contract liabilities

 72,505

 –

 27,116

 28,484

 76,847

 874,116

 6,631

 54,312

 25,126

 1,859

 639,197

 1,585,664

 23,786

 –

 662,983

 1,585,664

 Commitments and contingencies (Note 22)

 –

 –

 Common stock ($ 0.001 par value; authorized 200,000,000 shares; 14,047,539 shares and 11,156,987 shares issued and outstanding as of December 31, 2024 and 2023, respectively) (1)

 14,047

 Preferred stock ($ 0.001 par value; authorized 10,000,000 shares; Series A Preferred Stock, 2,000,000 authorized, 80,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively)

 Additional paid-in capital (1)

 25,200,265

 Accumulated losses

 ( 21,238,881
)

 ( 18,868,420
)

 Accumulated other comprehensive income

 12,415

 4,179,145

 3,364,054

 40,434

 4,219,579

 3,448,379

 $
 4,882,562

 $

 (1)

 On August 11, 2022, the Company effected a 2:3 reverse stock split for each share of common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split.

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

 F- 3

 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS

 (Stated in US Dollars)

 2024

 2023

 $
 17,013,132

 $

 ( 16,678,871
)

 ( 23,720,967
)

 334,261

 ( 1,159,172
)

 ( 2,250,553
)

 ( 2,135,336
)

 ( 2,346,323
)

 ( 3,294,508
)

 ( 4,596,876
)

 Other income, net

 Other income

 690,514

 265,266

 Net loss from operations before income taxes

 ( 2,269,733
)

 ( 4,136,651
)

 ( 124,070
)

 ( 22,703
)

 Net loss from operations

)

)

)

)

 Less: Net income attributable to non-controlling interests

 39,342

 Net loss attributable to Nocera Shareholders

 $
 ( 2,354,461
)

 $
 ( 4,104,959
)

 Other Comprehensive loss

)

)

 Foreign currency translation income

 86,491

 4,688

 Total comprehensive loss

 ( 2,307,312
)

 ( 4,154,666
)

 Less: Net income attributable to non-controlling interest

 39,342

 Less: Foreign currency translation loss attributable to non-controlling interest

 4,549

 ( 48,335
)

 Comprehensive loss attributable to Nocera Shareholders

 $
 ( 2,263,421
)

 $
 ( 4,148,606
)

 Loss per share – basic and diluted

 $
 ( 0.1807
)

 $
)

 Net loss per share from operations – basic and diluted (1)

 $
 ( 0.1807
)

 $
)

 Weighted Average Shares Outstanding - Basic and Diluted

 13,249,705

 (1)

 On August 11, 2022, the Company effected a 2:3 reverse stock split for each share of common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split.

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

 F- 4

 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 (Stated in US Dollars)

 Common Stock

 Preferred stock

 Additional
 Paid-in

 Statutory
 and
 other

 Accumulated

 Accumulated
 Other
 Comprehensive

 Total
 Nocera Inc.'s
 Stockholders'
 Equity

 Non-
 controlling

 Total Stockholders'

 Stock (1)

 Amount (1)

 Stock

 Amount

 Capital (1)

 Reserves

 losses

 Loss

 (Deficit)

 Interests

 Equity

 $

 $

 $

 $

 $

 $

 $

 $

 $

 Balance as of January 1, 2023

 9,243,587

 9,243

 80,000

 20,484,518

 ( 14,747,461
)

 103,594

 6,041,193

 141,054

 6,182,247

 Issuance of common stock

 1,383,400

 1,384

 –

 –

 625,603

 –

 –

 –

 –

 530,000

 –

 –

 657,370

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 Foreign currency translation Adjustments

 –

 –

 –

 –

 –

 –

 –

 ( 4,688
)

 ( 4,688
)

 ( 2,334
)

 ( 7,022
)

 Preferred stock dividend

 –

 –

 –

 –

 –

 –

)

 –

)

 –

)

 –

 –

 –

 –

 –

 –

 ( 4,104,959
)

 –

 ( 4,104,959
)

 ( 54,395
)

)

 Balance as of December 31, 2023
(As Restated)

 11,156,987

 80,000

 ( 18,868,420
)

 3,364,054

 3,448,379

 Balance as of January 1, 2024

 11,156,987

 80,000

 ( 18,868,420
)

 3,364,054

 3,448,379

 Issuance of common stock

 2,890,552

 2,890

 –

 –

 3,208,322

 –

 –

 –

 3,211,212

 –

 3,211,212

 –

 –

 –

 –

 60,831

 –

 –

 –

 60,831

 –

 60,831

 Foreign currency translation Adjustments

 –

 –

 –

 –

 –

 –

 –

 ( 86,491
)

 ( 86,491
)

 ( 4,549
)

 ( 91,040
)

 Preferred stock dividend

 –

 –

 –

 –

 –

 –

)

 –

)

 –

)

 –

 –

 –

 –

 –

 –

 ( 2,354,461
)

 –

 ( 2,354,461
)

 ( 39,342
)

)

 Balance as of December 31, 2024

 14,047,539

 14,047

 80,000

 25,200,265

 ( 21,238,881
)

 12,415

 4,179,145

 40,434

 4,219,579

 (1)

 On August 11, 2022, the Company effected a 2:3 reverse
 stock split for each share of common stock issued and outstanding. All shares and associated amounts have been retroactively restated
 to reflect the stock split.

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

 F- 5

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 (Stated in US Dollars)

 2024

 2023

 $

 $

)

)

 Adjustments to reconcile net loss to net cash provided by operating activities:

 1,159,172

 2,250,553

 126,501

 171,312

 Amortization

 16,304

 16,305

 Deferred income tax

 –

 –

 Gain on fair value change of financial assets at FVTPL

 ( 4,270
)

 ( 8,697
)

 –

 60,831

 22,440

 35,043

 88,550

 1,342

 –

 –

 ( 94,888
)

 ( 4,026
)

 Retention receivables

 –

 –

 ( 281
)

 ( 4,865
)

 Dividend payables

 16,000

 32,000

 –

 ( 2,631
)

 202,794

 92,834

 23,210

 22,600

 ( 797,269
)

)

 –

 ( 42,880
)

 Net cash provided by (used in) operating activities

 ( 1,574,709
)

 ( 1,084,595
)

 Cash flows from investing activities

 ( 956
)

 ( 857,870
)

 ( 206
)

 ( 200,000
)

 Proceeds from gain disposal of financial assets at FVTPL

 –

 Net cash provided by (used in) investing activities

 211,801

 ( 1,057,870
)

 Bank borrowing

 –

 ( 177,089
)

 Proceeds from issuance of common stock

 1,075,414

 Repayment of secured other borrowings

)

 –

 Net cash provided by financing activities

 597,053

 449,898

 Net effect of exchange rate changes on cash and cash equivalents

 20,436

 16,074

 Net decrease in cash and cash equivalents

 ( 745,419
)

 ( 1,676,493
)

 Cash and cash equivalents at beginning of year

 2,906,074

 Cash and cash equivalents at end of year

 484,161

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

 F- 6

 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 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" or "WFOE") and Hangzhou SY Culture Media
Co. Ltd. ("SY Culture" or "WFOE") and Shanghai Nocera Culture Co., Ltd.
("Shanghai Nocera") and Zhejiang Xinca Mutual Entertainment Culture Media Co., Ltd. ("Xinca" or "WFOE"),
and Meixin Institutional Food Development Co., Ltd. ("Meixin") that is controlled through contractual arrangements.
The Company, GSI, GZ GST, SY Culture, Shanghai Nocera, Xinca, 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 of GSI on December 31, 2018.

 Reverse merger

 Effective December 31, 2018, Nocera completed
a reverse merger transaction (the "Transaction") pursuant to an Agreement and Plan of Merger (the "Agreement"),
with (i) GSI, (ii) GSI's stockholders, Yin-Chieh Cheng and Zhang Bi, 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 Stockholders transferred to Nocera all of the GSI Shares in exchange for the issuance of 10,000,000 shares (the "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 Zhang Bi, the former stockholders of GSI, became Nocera's controlling stockholders. The share
exchange transaction with GSI was treated 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 operation.

 GZ WFH was incorporated in Xingyi City, Guizhou
Province, People's Republic of China (PRC) on October 25, 2017, and is engaged in providing fish farming containers service, which
integrates sales, installments, and maintenance of aquaculture equipment. The registered capital of GZ WFH is RMB$5,000,000 (equal to
US$733,138).

 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 the termination by Nocera, Inc. of its relationship with Guizhou Wan
Feng Hu Intelligent Aquatic Technology Co. Limited ("GZ WFH") and its management, and termination of the Variable Interest
Entity agreements between the parties.

 F- 7

 Subsequently on October 8, 2020, Zhang Bi and
GZ WFH entered into a Settlement Agreement and Release with Nocera, Inc. wherein all claims as to GZ WFH's debt (claim to shares
in Nocera, Inc. or GZ GST) were compromised, settled, and otherwise resolved as to any and all claims or causes of action whatsoever against
Nocera for any matter, action, or representation as to Nocera, and any debt to ownership of Nocera or GZ GST up to the date of the agreement.
The consideration for the agreement was mutual waiver of any and all claims against each other and GZ GST, and GZ WFH (including Zhang
Bi) waives any claims to Nocera stock, meaning the 4,750,000 shares of common stock of Nocera owned by Zhang Bi were cancelled as part
of the agreement. The Settlement Agreement and Release is attached hereto as Exhibit 10.8.

 The VIE Agreements with XFC

 On December 31, 2020, we exchanged 466,667 (post-split)
shares of our restricted common stock to stockholders of Xin Feng Construction Co., Ltd., a Taiwan limited liability company ("XFC"),
in exchange for 100% controlling interest in XFC. We also entered into contractual arrangements with a stockholder of XFC, that enabled
us to have the power to direct the activities that most significantly affects the economic performance of XFC and receive the economic
benefits of XFC that could be significant to XFC. On November 30, 2022, we entered into a Purchase of Business Agreement with Han-Chieh
Shih (the "Purchaser"), in which we sold our controlling interest of XFC, to the Purchaser for a total purchase cash price
of $300,000 (the "XFC Sale"). The closing of the XFC Sale occurred on November 30, 2022 and the XFC variable interest entity
("VIE") agreements were terminated in connection with the XFC Sale.

 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 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.

 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 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.

 We have entered into the following contractual
arrangements with stockholders of Xinca, which enable us to (1) have the power to direct the activities that most significantly affect
the economic performance of Xinca, and (2) receive the economic benefits of Xinca that could be significant to Xinca. We are fully and
exclusively responsible for the management of Xinca, assume all of the risk of losses of Xinca, and have the exclusive right to exercise
all voting rights of Xinca's stockholders. Therefore, in accordance with ASC 810 "Consolidation," we are considered
the primary beneficiary of Xinca and have consolidated Xinca's assets, liabilities, results of operations, and cash flows in the
accompanying consolidated financial statements.

 F- 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 ("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 by our wholly-owned subsidiary and foreign enterprise,
Gui Zhou Grand Smooth Technology Ltd. ("WFOE"), in which we exchanged 600,000 shares of our restricted common stock for a 100 %
equity in SY Culture.

 F- 9

 Note 2 GOING
CONCERN

 The Company had net loss of $ 2.3
million, accumulated deficit of $ 21,238,881, and net cash used in operating activities of $ 1,574,709 for the year ended December 31,
2024, which raise substantial doubt as to the Company's ability to continue as a going concern. Management believes that it
has developed a liquidity plan, as summarized below, that, if executed successfully, would enable to meet presently anticipated cash
needs for at least the next 12 months after the date that the financial statements are issued and it has prepared the consolidated
financial statements on a going concern basis.

 a)

 The Company is continuing to improve and develop its scale of operations. After listing onto Nasdaq, the Company had raised sufficient fund for its operation development and the Company had a good level of cash position to meet its liabilities. The Company also has ability to raise additional funds from Nasdaq for the future development.

 b)

 The Company obtained a financial support letter from shareholders of the Company.

 However, the Company continues to have ongoing
obligations and it expects that it will require additional capital in order to execute its longer-term business plan. If the Company encounters
unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve
liquidity, which could include, but not necessarily be limited to, curtailing the Company's business development activities, suspending
the pursuit of its business plan, controlling overhead expenses and seeking to further dispose of non-core assets. Management cannot provide
any assurance that the Company will raise additional capital if needed.

 To date, we have funded our operations through
revenues, loans from our officers, and the issuance of equity securities. On January 25, 2025, we obtained a financial support letter
from Ms. Min-Huay Cheng Lu, the estate of Mr. Yin-Chieh Cheng, our former President, Chief Executive Officer, Chairman of the Board and
principal stockholder.

 Since the net asset balance as of December 31,
2024, was $ 4,219,579, management has evaluated its ability to continue as a going concern. While acknowledging the risks of potential
delisting and operating cash flow deficits, management has implemented plans to secure funding, reduce costs, and improve liquidity. Based
on these factors, management has concluded there is no substantial doubt about the Company's ability to continue as a going concern.

 Note 3 SUMMARY
OF SIGNIFICANT ACCOUNTING POLICY

 Basis of Presentation

 The accompanying audited condensed consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.
GAAP") and pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC") for
annual 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, 2023 filed with the SEC on March 31, 2024.

 In the opinion of management, all adjustments
(which include normal recurring adjustments) necessary to present a fair presentation of the Company's audited condensed consolidated
financial position as of December 31, 2024, its consolidated results of operations for the year ended December 31, 2024, cash flows for
the year ended December 31, 2024 and change in equity for the year ended December 31, 2024, as applicable, have been made. Operating results
for the year ended December 31, 2024 are not necessarily indicative of the operating results that may be expected for the year ending
December 31, 2024 or any future periods.

 F- 10

 Change of Reporting Entity and Basis of
Presentation

 As a result of the Share Exchange on December
31, 2018, GSI became a wholly owned subsidiary of Nocera, Inc. The former GSI's stockholders owned a majority of the common stock
of the Company. The Transaction was regarded as a reverse merger whereby GSI was considered to be the accounting acquirer as its stockholders
retained control of the Company after the Share Exchange, although Nocera, Inc. is the legal parent company. The Share Exchange was treated
as a recapitalization of the Company.

 As a result, the assets and liabilities and the
historical operations that will be reflected in the Nocera's financial statements after consummation of the Transaction will be
those of GSI and will be recorded at the historical cost basis of GSI. Nocera's assets, liabilities and results of operations will
be consolidated with the assets, liabilities and results of operations of GSI upon consummation of the Transaction. As such, GSI is the
continuing entity for financial reporting purpose. In a reverse merger, the historical stockholder's equity of the accounting acquirer
prior to the merger is retroactively reclassified (a recapitalization) for the equivalent number of shares received in the merger after
giving effect to any difference in par value of the registrant's and the accounting acquirer's stock by an offset in paid-in-capital.
Therefore, the financial statements have been prepared as if GSI had always been the reporting company and then on the share exchange
date, had changed its name and reorganized its capital stock.

 The accompanying consolidated financial statements
have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP")
and pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC") for annual financial
information.

 The consolidated financial statements included
the financial statements of all subsidiaries and the VIE of the Company. All transactions and balances between the Company and its subsidiary
and VIE have been eliminated in consolidation. Minority interests are recorded as a noncontrolling interest. A qualitative approach is
applied to assess the consolidation requirement for VIEs.

 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 US 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.

 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.

 F- 11

 There were five customers who represented 81.80 %
of the Company's total revenue during the years ended December 31, 2024. There were four customers who represented 80.85 % of the
Company's total revenue during the year ended December 31, 2023.

 The following table sets forth a summary of single
customers who represent 10% or more of the Company's total accounts receivable, net:

 Schedule of concentrations of credit risk

 2024

 2023

 Percentage of the Company's accounts receivable

 Customer A

 70.98 %

 60.11 %

 Customer B

 –

 21.99 %

 Customer C

 –

 –

 Customer D

 –

 16.10 %

 Customer E

 17.32 %

 –

 Customer F

 11.70 %

 –

 100 %

 98.19 %

 The following table sets forth a summary of single suppliers who represent
10% or more of the Company's total purchase:

 2024

 2023

 Percentage of the Company's purchase

 Supplier A

 –

 11.67 %

 Supplier B

 –

 10.06 %

 Supplier C

 11.81 %

 –

 11.81 %

 21.73 %

 Fair Value Measurement

 The Company applies ASC Topic 820, Fair Value
Measurements and Disclosures 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.

 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.

 F- 12

 Level 3 inputs to the valuation methodology are
unobservable and significant to the fair value. Unobservable inputs are valuation technique inputs that reflect the Company's own
assumptions about the assumptions that market participants would use in pricing an asset or liability.

 Management of the Company 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, the Company uses quoted market
prices to determine the fair value of an asset or liability. If quoted market prices are not available, the Company measures 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 December 31, 2024 and 2023 were $ 484,161 and $ 1,229,580, respectively.

 Accounts Receivable, Net

 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 the Company will not be able to collect all amounts due according to the original terms of
the receivables. The Company analyzes 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 investment, prepaid rent and 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 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.

 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.

 F- 13

 Depreciation of property and equipment is provided
using the straight-line method over their estimated useful lives, which are shown as follows.

 Schedule of property and equipment useful lives

 Useful life

 Land

 Indefinite, as per land titles

 Equipment

 3 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.

 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 less than a majority interest, 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.

 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 December 31st 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.

 F- 14

 We recognize intangibles 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

 The Company reviews its 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, the Company measures 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, the Company would recognize an impairment loss, which is the excess of carrying
amount over the fair value of the 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.

 F- 15

 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, the Company may irrevocably
 designate investments in equity investments that is 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 the Company's right to receive the dividends is established, unless the Company's
 rights clearly represent a recovery of part of the cost of the investment.

 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.

 F- 16

 c)

 Derecognition of financial assets

 The Company derecognizes 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.

 Commitments and Contingencies

 In the normal course of business, the Company
is subject to contingencies, including legal proceedings and claims arising out of its business that relate to a wide range of matters,
such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable
that a loss has occurred and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments
including historical and the specific facts and circumstances of each matter.

 Revenue Recognition

 We recognize revenues when our customer obtains
control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those
goods. We recognize revenues following the five step model prescribed under ASU No. 2014-09. 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

 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.

 F- 17

 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.

 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

 The Company recognizes 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

 The Company accounts 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. The Company records interest and penalties on uncertain tax provisions as income tax expense. There are no
uncertain tax positions as of December 31, 2024 and 2023, and the Company has no accrued interest or penalties related to uncertain tax
positions. The company does not believe that the unrecognized tax benefits will change over the next twelve months.

 Comprehensive (Loss) Income

 Comprehensive income or loss is comprised of the
Company's 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.

 F- 18

 Foreign Currency Translation and Transactions

 The Company's reporting currency is the
U.S. dollar ("US$"). The functional currency of the Company's subsidiary and the consolidated VIE is RMB. In the consolidated
financial statements, the financial information of the Company's subsidiary and the consolidated VIE has been translated into US$.
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. The exchange rates as of December 31, 2024 and 2023 are 7.3512
and 7.1258, respectively. The annual
average exchange rates for the year ended December 31, 2024 and 2023 are 7.2391
and 7.1162, respectively.

 (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 common shares outstanding during
the year. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common
shares were exercised or converted into common shares.

 Recent Accounting Pronouncements

 In August 2020, the FASB issued Accounting Standards
Update ("ASU") 2020-06, "Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts
in Entity's Own Equity (Subtopic 815-40)" ("ASU 2020-06"), to simplify certain financial instruments. ASU 2020-06
eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments
and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity.
The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled
in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted
method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied
on a full or modified retrospective basis. Early adoption is permitted, but no earlier than fiscal years beginning after December 15,
2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 as of January 15, 2024 (inception). There was
no effect to the Company's presented financial statements.

 In November 2023, the FASB issued ASU 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU is intended to enhance the transparency of segment
disclosures, particularly for investors and analysts, by requiring entities to provide more detailed information about the expenses that
are regularly provided to the Chief Operating Decision Maker (CODM). The Company is currently evaluating the impact of adopting this
standard on its disclosures. Refer to Note 25 Segment reporting for the new disclosures.

 In September 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The FASB is issuing the amendments in this ASU to enhance the transparency
and decision usefulness of income tax disclosures. Investors currently rely on the rate reconciliation table and other disclosures, including
total income taxes paid, to evaluate income tax risks and opportunities. While investors find these disclosures helpful, they suggested
possible enhancements to better (1) understand an entity's exposure to potential changes in jurisdictional tax legislation and
the ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts and capital allocation decisions,
and (3) identify potential opportunities to increase future cash flows. The FASB decided that the amendments should be effective for
public business entities for annual periods beginning after December 15, 2024. The Company adopted ASU 2020-06 as of January 15, 2024
(inception). There was no effect to the Company's presented financial statements.

 F- 19

 In March 2024, the FASB issued ASU 2024-01, Compensation—Stock
Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This update provides clarity on how to determine whether
profits interest and similar awards should be accounted for under Topic 718. It introduces factors to consider in making that determination
and aims to reduce diversity in practice. ASU 2024-01 is effective for public business entities for annual periods beginning after December
15, 2025. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements.

 In November 2024, the FASB issued ASU 2024-03,
Income Statement—Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. This update aims to improve
the disaggregation of certain income statement expenses to provide more detailed information about the nature of expenses. The amendments
are effective for public business entities for annual periods beginning after December 15, 2025, and interim periods within those annual
periods. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements.

 Management does not believe that any other recently
issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial
statement.

 Note 4 RESTATEMENT OF PREVIOUSLY ISSUED
INTERIM FINANCIAL STATEMENTS

 In connection with the preparation of this Annual
Report on Form 10-K, the Company identified and corrected errors in the unaudited interim condensed consolidated financial statements
for the quarters ended March 31, June 30, and September 30, 2024. The errors related primarily to the fair value remeasurement of warrant
liabilities under ASC 815 and certain classification errors within assets and liabilities. The Company did not remeasure its warrant liability
at the end of each interim reporting period as required. In addition, adjustments were required to properly reflect the timing and classification
of certain assets and liabilities.

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

 F- 20

 CONDENSED CONSOLIDATED BALANCE SHEETS

 (Stated in US Dollars except for Number
of Shares)

 Schedule of financial statements

 December 31, 2023

 Adjustments

 (Audited)

 $

 $
 –

 $

 –

 –

 1,732

 –

 1,732

 10,365

 –

 10,365

 –

 1,712,201

 –

 1,712,201

 Deferred tax assets, net

 –

 –

 –

 1,547,801

 –

 1,547,801

 114,129

 –

 114,129

 1,655,182

 –

 1,655,182

 4,730

 –

 4,730

 $

 $
 –

 $

 $
 –

 –

 $
 –

 34,093

 121,000

 155,093

 –

 –

 –

 28,484

 –

 28,484

)

 874,116

 –

 –

 1,859

 –

 1,859

 1,770,316

 ( 184,652
)

 1,585,664

 –

 –

 –

 –

 –

 –

 1,770,316

 ( 184,652
)

 1,585,664

 Commitments and contingencies

 –

 –

 –

 Common stock ($0.001 par value; authorized 200,000,000 shares; 12,956,987 shares and 11,156,987 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively) (1)

 –

 Preferred stock ($0.001 par value; authorized 10,000,000 shares; Series A Preferred Stock, 2,000,000 authorized, 80,000 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively)

 –

 Additional paid-in capital

 –

 –

 (Accumulated losses) retained earnings

 ( 19,053,072
)

 ( 18,868,420
)

 Accumulated other comprehensive loss

 –

 3,179,402

 3,364,054

 –

 3,263,727

 3,448,379

 $

 $
 –

 $

 F- 21

 CONDENSED CONSOLIDATED STATEMENTS OF

 (Stated in US Dollars except for Number
of Shares)

 For the years ended December 31, 2023

 $

 $

 $

 –

 ( 23,720,967
)

 –

 ( 23,720,967
)

 –

 ( 2,250,553
)

 –

 ( 2,250,553
)

 ( 2,225,323
)

 ( 121,000
)

 ( 2,346,323
)

 ( 4,475,876
)

 ( 121,000
)

 ( 4,596,876
)

 ( 4,280,917
)

 ( 121,000
)

 ( 4,401,917
)

 ( 40,386
)

 305,652

 265,266

 ( 4,321,303
)

 ( 4,136,651
)

 ( 22,703
)

 –

 ( 22,703
)

 ( 4,344,006
)

)

 –

 ( 4,289,611
)

 ( 4,104,959
)

 –

 –

 –

 –

 ( 4,344,006
)

)

 4,688

 –

 4,688

 ( 4,339,318
)

 ( 4,154,666
)

 6,060

 48,335

 –

 ( 48,335
)

 ( 48,335
)

 ( 4,333,258
)

 ( 4,148,606
)

 Basic

 ( 0.4383
)

 0.0145

)

 ( 0.4383
)

 0.0145

)

 Basic

 –

 –

 F- 22

 CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS

 (Stated in US Dollars except for Number
of Shares)

 For the years ended December 31, 2023

 $

 $

 $

 ( 4,344,006
)

)

 Adjustments to reconcile net income to net cash used in operating activities:

 2,250,553

 –

 2,250,553

 171,312

 –

 171,312

 Deferred income tax

 22,744

 ( 22,744
)

 –

 Amortization of intangible assets

 16,305

 –

 16,305

 Loss on fair value change of financial assets at FVTPL

 ( 8,697
)

 –

 ( 8,697
)

 –

 –

 35,043

 –

 35,043

 1,342

 –

 1,342

 –

 –

 –

 ( 4,026
)

 –

 ( 4,026
)

 ( 4,865
)

 –

 ( 4,865
)

 –

 32,000

 32,000

 ( 2,631
)

 –

 ( 2,631
)

 3,834

 89,000

 92,834

 22,600

 –

 22,600

 –

)

)

 Advance Receipts

 ( 42,880
)

 –

 ( 42,880
)

 ( 1,061,851
)

 ( 22,744
)

 ( 1,084,595
)

 Cash flows from investing activities:

 ( 857,870
)

 –

 ( 857,870
)

 ( 200,000
)

 –

 ( 200,000
)

 Net cash inflow from acquisition of a subsidiary

 –

 –

 –

 Net cash used in investing activities

 ( 1,057,870
)

 –

 ( 1,057,870
)

 Bank borrowing

 ( 163,454
)

 ( 13,635
)

 ( 177,089
)

 Proceeds from issuance of common stock

 –

 Net cash provided by (used in) financing activities

 463,533

 ( 13,685
)

 449,898

 Effect of exchange rate changes on cash and cash equivalents

 ( 20,306
)

 36,379

 16,074

 Net increase in cash and cash equivalents

 ( 1,676,493
)

 –

 ( 1,676,493
)

 Cash and cash equivalents at beginning of period

 2,906,074

 –

 2,906,074

 Cash and cash equivalents at end of period

 –

 Supplemental disclosures of cash flow information

 Cash paid for interest expenses

 –

 –

 –

 Cash paid for Income taxes

 –

 –

 –

 F- 23

 INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

 March 31, 2024

 Adjustments

 $
 961,777

 $
 –

 $
 961,777

 172,310

 –

 172,310

 86,445

 –

 86,445

 1,732

 –

 1,732

 506,257

 –

 506,257

 211,106

 –

 211,106

 1,939,627

 –

 1,939,627

 Deferred tax assets, net

 –

 –

 –

 1,537,692

 –

 1,537,692

 110,053

 –

 110,053

 3,006,885

 –

 3,006,885

 378,161

 ( 368,504
)

 9,657

 $
 6,972,418

 $
 ( 368,504
)

 $
 6,603,914

 $
 368,505

 ( 368,505
)

 $
 –

 153,509

 1,049

 154,558

 36,404

 –

 36,404

 27,482

 –

 27,482

 ( 503,495
)

 676,273

 426,322

 –

 426,322

 –

 1,818

 119,951

 121,769

 2,232,120

 ( 751,000
)

 1,481,120

 –

 –

 36,087

 –

 36,087

 2,268,207

 ( 751,000
)

 1,517,207

 Commitments and contingencies

 –

 –

 –

 Common stock ($0.001 par value; authorized 200,000,000 shares; 12,956,987 shares and 11,156,987 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively) (1)

 12,957

 –

 12,957

 Preferred stock ($0.001 par value; authorized 10,000,000 shares; Series A Preferred Stock, 2,000,000 authorized, 80,000 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively)

 –

 Additional paid-in capital

 23,924,311

 –

 23,924,311

 –

 Accumulated losses

 ( 19,539,492
)

 382,496

 ( 19,156,996
)

 Accumulated other comprehensive loss

 41,599

 –

 41,599

 4,630,674

 382,496

 5,013,170

 73,537

 –

 73,537

 4,704,211

 382,496

 5,086,707

 $
 6,972,418

 $
 ( 368,504
)

 $
 6,603,914

 F- 24

 Three months ended March 31, 2024

 $

 $

 $

 4,899,880

 –

 4,899,880

 ( 4,815,919
)

 –

 ( 4,815,919
)

 83,961

 –

 83,961

 ( 575,611
)

 124,147

 ( 451,464
)

 ( 575,611
)

 124,147

 ( 451,464
)

 ( 491,650
)

 124,147

 ( 367,503
)

 ( 2,270
)

 197,843

 195,573

 ( 493,920
)

 321,990

 ( 171,930
)

 –

 ( 124,146
)

 ( 124,146
)

 ( 493,920
)

 ( 296,076
)

 ( 7,500
)

 –

 ( 7,500
)

 ( 486,420
)

 ( 288,576
)

 ( 493,920
)

 ( 296,076
)

 57,307

 –

 57,307

 ( 436,613
)

 ( 238,769
)

 ( 5,622
)

 ( 1,878
)

 ( 7,500
)

 –

 1,878

 1,878

 ( 430,991
)

 ( 233,147
)

 Basic

 ( 0.0407
)

 0.0166

 ( 0.0241
)

 ( 0.0407
)

 0.0166

 ( 0.0241
)

 Basic

 11,956,987

 –

 11,956,987

 11,956,987

 –

 11,956,987

 F- 25

CASH FLOWS

 Three months ended March 31, 2024

 $

 $

 $

 ( 493,920
)

 ( 296,076
)

 Adjustments to reconcile net income to net cash used in operating activities:

 22,559

 –

 22,559

 Deferred income tax

 ( 922
)

 –

 ( 922
)

 Amortization of intangible assets

 4,076

 –

 4,076

 Loss on fair value change of financial assets at FVTPL

 ( 2,409
)

 –

 ( 2,409
)

 –

 –

 –

 14,999

 –

 14,999

 ( 4,170
)

 ( 1
)

 ( 4,171
)

 –

 –

 –

 –

 –

 –

 ( 117,346
)

 –

 ( 117,346
)

 –

 –

 –

 –

 116,071

 ( 1
)

 116,070

 –

 –

 –

 –

 ( 197,843
)

 ( 197,843
)

 Advance Receipts

 –

 –

 –

 ( 460,993
)

 ( 1
)

 ( 460,994
)

 Cash flows from investing activities:

 –

 –

 –

 –

 –

 –

 Net cash inflow from acquisition of a subsidiary

 201,863

 –

 201,863

 Net cash used in investing activities

 201,863

 –

 201,863

 Repayment of short-term bank loan

 ( 60,678
)

 –

 ( 60,678
)

 Net cash provided by (used in) financing activities

 ( 60,678
)

 –

 ( 60,678
)

 Effect of exchange rate changes on cash and cash equivalents

 52,005

 52,006

 Net increase in cash and cash equivalents

 ( 267,803
)

 –

 ( 267,803
)

 Cash and cash equivalents at beginning of period

 –

 Cash and cash equivalents at end of period

 961,777

 –

 961,777

 Supplemental disclosures of cash flow information

 Cash paid for interest expenses

 –

 –

 –

 Cash paid for Income taxes

 –

 –

 –

 F- 26

 INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

 June 30, 2024

 Adjustments

 $
 586,424

 $
 –

 $
 586,424

 156,517

 –

 156,517

 85,964

 –

 85,964

 8,423

 –

 8,423

 536,887

 1,933

 538,820

 –

 –

 –

 1,374,215

 1,933

 1,376,148

 Deferred tax assets, net

 27,284

 –

 27,284

 1,486,270

 –

 1,486,270

 105,977

 –

 105,977

 3,236,900

 –

 3,236,900

 723,214

 ( 698,582
)

 24,632

 $
 6,953,860

 $
 ( 696,649
)

 $
 6,257,211

 $
 696,649

 $
 ( 696,649
)

 $
 –

 71,052

 ( 34
)

 71,018

 49,480

 –

 49,480

 27,239

 –

 27,239

 ( 863,697
)

 316,071

 –

 –

 –

 –

 53,650

 –

 53,650

 2,116,150

 ( 1,560,380
)

 555,770

 –

 –

 –

 34,092

 –

 34,092

 2,150,242

 ( 1,560,380
)

 589,862

 Commitments and contingencies

 –

 –

 –

 Common stock ($0.001 par value; authorized 200,000,000 shares; 12,956,987 shares and 11,156,987 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively) (1)

 13,557

 –

 13,557

 Preferred stock ($0.001 par value; authorized 10,000,000 shares; Series A Preferred Stock, 2,000,000 authorized, 80,000 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively)

 –

 Additional paid-in capital

 24,580,877

 –

 24,580,877

 –

 (Accumulated losses) retained earnings

 ( 19,893,770
)

 821,197

 ( 19,072,573
)

 Accumulated other comprehensive loss

 ( 146,035
)

 42,534

 ( 103,501
)

 4,745,928

 863,731

 5,609,659

 57,690

 –

 57,690

 4,803,618

 863,731

 5,667,349

 $
 6,953,860

 $
 ( 696,649
)

 $
 6,257,211

 F- 27

 Three months ended June 30, 2024

 $

 $

 $

 6,753,112

 –

 6,753,112

 ( 6,707,325
)

 –

 ( 6,707,325
)

 45,787

 –

 45,787

 ( 308,795
)

 ( 45,647
)

 ( 354,442
)

 ( 308,795
)

 ( 45,647
)

 ( 354,442
)

 ( 263,008
)

 ( 45,647
)

 ( 308,655
)

 Other income

 16,136

 360,202

 376,338

 ( 246,872
)

 314,555

 67,683

 ( 122,380
)

 124,146

 1,766

 ( 369,252
)

 438,701

 69,449

 ( 14,974
)

 –

 ( 14,974
)

 ( 354,278
)

 438,701

 84,423

 ( 369,252
)

 438,701

 69,449

 187,634

 ( 42,534
)

 145,100

 ( 181,618
)

 396,167

 214,549

 ( 15,847
)

 ( 14,974
)

 –

 ( 873
)

 ( 873
)

 ( 165,771
)

 396,167

 230,396

 Basic

 ( 0.0263
)

 0.0326

 0.0063

 ( 0.0263
)

 0.0326

 0.0063

 Basic

 13,471,273

 –

 13,471,273

 13,471,273

 –

 13,471,273

 F- 28

 Six months ended June 30, 2024

 $

 $

 $

 11,652,992

 –

 11,652,992

 ( 11,523,244
)

 –

 ( 11,523,244
)

 129,748

 –

 129,748

 ( 884,406
)

 ( 805,906
)

 ( 884,406
)

 ( 805,906
)

 ( 754,658
)

 ( 676,158
)

 Other income

 13,866

 558,045

 571,911

 ( 740,792
)

 ( 104,247
)

 ( 122,380
)

 –

 ( 122,380
)

 ( 863,172
)

 ( 226,627
)

 ( 22,474
)

 –

 ( 22,474
)

 ( 840,698
)

 ( 204,153
)

 ( 863,172
)

 ( 226,627
)

 244,941

 ( 42,534
)

 202,407

 ( 618,231
)

 594,011

 ( 24,220
)

 ( 21,469
)

 ( 1,005
)

 ( 22,474
)

 –

 1,005

 1,005

 ( 596,762
)

 594,011

 ( 2,751
)

 Basic

 ( 0.0661
)

 0.05

 ( 0.0161
)

 ( 0.0661
)

 0.05

 ( 0.0161
)

 Basic

 12,719,624

 –

 12,719,624

 12,719,624

 –

 12,719,624

 F- 29

CASH FLOWS

 FOR SIX MONTHS ENDED JUNE 30, 2024

 Six months ended June 30, 2024

 $

 $

 $

 ( 863,172
)

 ( 226,627
)

 Adjustments to reconcile net income to net cash used in operating activities:

 54,529

 –

 54,529

 Amortization of intangible assets

 8,152

 –

 8,152

 Loss on fair value change of financial assets at FVTPL

 ( 4,266
)

 –

 ( 4,266
)

 –

 –

 –

 30,165

 –

 30,165

 31,923

 –

 31,923

 –

 –

 –

 –

 –

 –

 ( 399
)

 –

 ( 399
)

 –

 –

 –

 –

 33,217

 ( 121,034
)

 ( 87,817
)

 51,739

 –

 51,739

 –

 ( 558,045
)

 ( 558,045
)

 Advance Receipts

 –

 –

 –

 ( 658,042
)

 ( 42,535
)

 ( 700,577
)

 Cash flows from investing activities:

 ( 956
)

 –

 ( 956
)

 –

 Net cash inflow from acquisition of a subsidiary

 433,678

 –

 433,678

 Net cash used in investing activities

 645,685

 –

 645,685

 Repayment of short-term bank loan

)

 –

)

 Net cash provided by (used in) financing activities

)

 –

)

 Effect of exchange rate changes on cash and cash equivalents

 ( 152,438
)

 42,534

 ( 109,904
)

 Net Increase (decrease) in cash and cash equivalents

 ( 643,157
)

 ( 643,157
)

 Cash and cash equivalents at beginning of period

 –

 Cash and cash equivalents at end of period

 586,423

 –

 586,423

 Supplemental disclosures of cash flow information

 Cash paid for interest expenses

 –

 –

 –

 Cash paid for Income taxes

 –

 –

 –

 F- 30

 INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

 September 30, 2024

 Adjustments

 $
 372,270

 $
 –

 $
 372,270

 100,866

 –

 100,866

 105,130

 –

 105,130

 8,714

 –

 8,714

 626,450

 1,560

 628,010

 –

 1,213,638

 1,560

 1,215,198

 Deferred tax assets, net

 28,468

 –

 28,468

 1,455,478

 –

 1,455,478

 101,901

 –

 101,901

 3,236,900

 –

 3,236,900

 1,023,444

 ( 1,013,597
)

 9,847

 $
 7,059,829

 $
 ( 1,012,037
)

 $
 6,047,792

 $
 1,012,037

 $
 ( 1,012,037
)

 $
 –

 57,222

 42,500

 99,722

 32,668

 –

 32,668

 29,121

 –

 29,121

 ( 833,848
)

 345,920

 –

 –

 –

 –

 40,545

 –

 40,545

 2,389,673

 ( 1,803,385
)

 586,288

 –

 –

 –

 33,700

 –

 33,700

 2,423,373

 ( 1,803,385
)

 619,988

 Commitments and contingencies

 –

 –

 –

 Common stock ($0.001 par value; authorized 200,000,000 shares; 12,956,987 shares and 11,156,987 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively) (1)

 13,637

 –

 13,637

 Preferred stock ($0.001 par value; authorized 10,000,000 shares; Series A Preferred Stock, 2,000,000 authorized, 80,000 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively)

 –

 Additional paid-in capital

 24,656,130

 –

 24,656,130

 –

 (Accumulated losses) retained earnings

 ( 20,179,188
)

 791,348

 ( 19,387,840
)

 Accumulated other comprehensive loss

 ( 91,357
)

 –

 ( 91,357
)

 4,590,521

 791,348

 5,381,869

 45,935

 –

 45,935

 4,636,456

 791,348

 5,427,804

 $
 7,059,829

 $
 ( 1,012,037
)

 $
 6,047,792

 F- 31

 Three months ended September 30,

 $

 $

 $

 1,363,101

 –

 1,363,101

 ( 1,328,970
)

 –

 ( 1,328,970
)

 34,131

 –

 34,131

 ( 335,202
)

 –

 ( 335,202
)

 ( 335,202
)

 –

 ( 335,202
)

 ( 301,071
)

 –

 ( 301,071
)

 2,180

)

 ( 27,669
)

 ( 298,891
)

)

 ( 328,740
)

 –

 ( 298,382
)

)

 ( 328,231
)

 ( 12,964
)

 –

 ( 12,964
)

 ( 285,418
)

)

 ( 315,267
)

 ( 298,382
)

)

 ( 328,231
)

 ( 12,144
)

 –

 ( 12,144
)

 ( 310,526
)

)

 ( 340,375
)

 ( 11,755
)

 ( 6,375
)

 ( 18,130
)

 –

 1,209

 1,209

 ( 298,771
)

 ( 24,683
)

 ( 323,454
)

 Basic

 ( 0.0210
)

 ( 0.0022
)

 ( 0.0232
)

 ( 0.0210
)

 ( 0.0022
)

 ( 0.0232
)

 Basic

 13,607,097

 –

 13,607,097

 13,607,097

 –

 13,607,097

 F- 32

 INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS AND COMPREHENSIVE LOSS

 Nine months ended September 30,

 $

 $

 $

 13,016,093

 –

 13,016,093

 ( 12,852,214
)

 –

 ( 12,852,214
)

 163,879

 –

 163,879

 ( 1,219,608
)

 ( 1,141,108
)

 ( 1,219,608
)

 ( 1,141,108
)

 ( 1,055,729
)

 ( 977,229
)

 16,046

 528,196

 544,242

 ( 1,039,683
)

 ( 432,987
)

 ( 121,871
)

 –

 ( 121,871
)

 ( 1,161,554
)

 ( 554,858
)

 ( 35,438
)

 –

 ( 35,438
)

 ( 1,126,116
)

 ( 519,420
)

 ( 1,161,554
)

 ( 554,858
)

 190,263

 –

 190,263

 ( 971,291
)

 ( 364,595
)

 ( 38,390
)

 2,952

 ( 35,438
)

 –

 ( 2,952
)

 ( 2,952
)

 ( 932,901
)

 ( 326,205
)

 Basic

 ( 0.0865
)

 0.0466

 ( 0.0399
)

 ( 0.0865
)

 0.0466

 ( 0.0399
)

 Basic

 13,017,717

 –

 13,017,717

 13,017,717

 –

 13,017,717

 F- 33

CASH FLOWS

 FOR NINE MONTHS ENDED SEPTEMBER 30, 2024

 Nine months ended September 30, 2024

 $

 $

 $

 ( 1,161,554
)

 ( 554,858
)

 Adjustments to reconcile net income to net cash used in operating activities:

 112,096

 –

 112,096

 Amortization of intangible assets

 12,228

 –

 12,228

 Loss on fair value change of financial assets held at FVTPL

 ( 4,268
)

 –

 ( 4,268
)

 45,498

 –

 45,498

 72,907

 –

 72,907

 ( 15,680
)

 –

 ( 15,680
)

 ( 33,253
)

 ( 1
)

 ( 33,254
)

 ( 284,616
)

 284,684

 284,684

 ( 284,684
)

 –

 23,682

 ( 78,500
)

 ( 54,818
)

 38,713

 –

 38,713

 –

 ( 528,196
)

 ( 528,196
)

 Advance Receipts

 –

 –

 –

 ( 909,563
)

 ( 1
)

 ( 909,564
)

 Cash flows from investing activities:

 ( 956
)

 –

 ( 956
)

 ( 206
)

 –

 ( 206
)

 Proceeds from disposal of financial assets at FVTPL

 –

 Net cash inflow from acquisition of a subsidiary

 456,003

 456,004

 Net cash used in investing activities

 667,804

 667,805

 Repayment of short-term bank loan

)

 –

)

 Net cash provided by (used in) financing activities

)

 –

)

 Effect of exchange rate changes on cash and cash equivalents

 ( 137,190
)

 –

 ( 137,190
)

 Net increase in cash and cash equivalents

 ( 857,310
)

 –

 ( 857,310
)

 Cash and cash equivalents at beginning of period

 –

 Cash and cash equivalents at end of period

 372,270

 –

 372,270

 Supplemental disclosures of cash flow information

 Cash paid for interest expenses

 –

 –

 –

 Cash paid for Income taxes

 –

 –

 –

 F- 34

 Note 5 ACCOUNTS RECEIVABLE, NET

 As of December 31, 2024 and 2023, accounts receivable
consisted of the following:

 Schedule of accounts receivable

 2024

 2023

 $

 $

 Accounts receivable

 144,509

 Less: Allowance for doubtful accounts

 –

 –

 Total

 144,509

 For the years ended December 31, 2024 and 2023,
the Company has recorded provision for doubtful accounts of nil and nil, respectively.

 Note 6 INVENTORIES, NET

 As of December 31, 2024 and 2023, inventories
consisted of the following:

 Schedule of inventories

 2024

 2023

 $

 $

 Raw materials

 –

 Total

 –

 Note 7 ADVANCE TO SUPPLIERS

 Balances of advances to suppliers were $ 8,404
and $ 1,732 as of December 31, 2024 and 2023, respectively, which represented prepayments to suppliers for raw materials.

 Note 8 PREPAID EXPENSES AND OTHER ASSETS,
NET

 Schedule of prepaid expenses and other assets

 2024

 2023

 $

 $

 Prepaid Expenses

 43,158

 7,795

 Other receivables from third party

 600,011

 2,570

 643,169

 10,365

 Other receivables as of December 31, 2024 and
2023 were $ 643,169 and $ 10,365, respectively. Other receivables include e-commerce live stream receivables for goods and e-commerce sales
deposit.

 Other receivables from third parties primarily
include employee loans totaling $ 361,830,
issued on December 31, 2023; March 1, 2024; June 1, 2024; September 1, 2024; and October 1, 2024. Additionally, the balance includes
e-commerce livestream sales deposits of $ 6,530,
recorded on December 31, 2023; June 1, 2024; and August 1, 2024, as well as $ 176,283
due from SY Media, related to the Company's participation in livestream events, originated on June 1, 2024. These receivables are
expected to be collected in accordance with normal payment cycles and are considered part of ongoing operations. A further $5,659 relates
to prior-year receivables from GZ GSI for fish sales in China, originally recognized on December 1, 2021.

 F- 35

 Note 9 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:

 Schedule of financial assets at fair value through profit or loss

 2024

 2023

 Financial assets mandatorily measured at fair value through profit or loss

 $

 $

 Funds

 Total

 Current

 Non-Current

 –

 –

 Total

 On January 11, 2023, the Company invested
$ 200,000
Morgan Stanley Institutional Fund Trust. Net gain of $ 4,270
was recognized under changes in fair value of financial assets at fair value through profit or loss in the consolidated statement of
profit or loss for the period ended December 31, 2024.

 As of December 31, 2024, no financial assets at
fair value through profit or loss were pledged with banks as collaterals.

 Note 10 PROPERTY AND EQUIPMENT, NET

 As of December 31, 2024 and December 31,
2023, property and equipment consisted of the following:

 Schedule of property and equipment

 2024

 2023

 $

 $

 Land

 877,870

 877,870

 Equipment

 911,280

 905,430

 Less: Accumulated depreciation

 ( 397,305
)

 ( 235,499
)

 1,391,845

 1,547,801

 Depreciation expenses for the years ended December
31, 2024 and 2023 were $ 126,501 and $ 171,312, respectively.

 F- 36

 Note 11 GOODWILL AND OTHER INTANGIBLE ASSETS

 As of December 31, 2024 and December 31, 2023,
goodwill and other intangible assets consisted of the followings:

 Schedule of goodwill

 2024

 2023

 $

 $

 Goodwill - Meixin

 3,905,735

 3,905,735

 Goodwill - Xinca

 1,351,703

 –

 Goodwill - SY Media

 230,015

 –

 Less: Impairment

 ( 3,409,725
)

 ( 2,250,553
)

 Balance at end of year

 2,077,728

 1,655,182

 During the year ended December 31, 2024 and December 31, 2023,
the Company recognized a non-cash goodwill impairment charge of $ 3,409,725 and $ 2,250,553, respectively. The goodwill impairment related
to the Meixin reporting unit and primarily driven by the loss of a major customer and the associated termination of a significant contract,
which materially impacted the projected future cash flows of the reporting unit. This charge does not impact the Company's cash
flows or liquidity position but reflects a reduction in the carrying value of goodwill due to updated expectations of future performance.

 Customer relations

 Schedule of customer relations

 2024

 2023

 $

 $

 Acquisitions

 135,325

 135,325

 Translation/ Adjustments

 –

 –

 Less: Accumulated amortization

 ( 37,500
)

 ( 21,196
)

 Balance at end of year

 97,825

 114,129

 Note 12
 OTHER BORROWINGS

 Others loans consisted of the following:

 Schedule of other loans

 2024

 2023

 Secured loan from Chailease Finance Co., Ltd wholly repayable within 1 year

 $
 –

 $

 Total secured loan wholly repayable within 1 year

 –

 Secured loan from Chailease Finance Co., Ltd wholly repayable more than 1 year

 –

 –

 Secured car loan from CITIC Bank wholly repayable

 30,417

 –

 Total secured car loan wholly repayable within 1 year

 6,631

 –

 Secured car loan from CITIC Bank wholly repayable more than 1 year

 23,786

 –

 Total

 $
 30,417

 $

 The loan has been repaid in full.

 F- 37

 Note 13 WARRANTS

 On April
1, 2021, the Company entered in a securities purchase agreement with certain investors for an aggregate of 80,000 shares of its preferred
stock at a per share purchase price of $2.50. As part of the transaction, the investors received one Class C warrant and one Class D warrant
for the subscription of each preferred share. The Class C warrants consist of the right to purchase up to 80,000 shares of the Company's
common stock at an exercise price of $2.50 per share exercisable for 36 months from the date of inception. The Class D warrants consist
of the right to purchase up to 80,000 shares of the Company's common stock at an exercise price of $5.00 per share exercisable for
36 months from the date of inception. The subscription was completed on August 10, 2021.

 On September
27, 2021 the Company entered into another securities purchase agreement with the same investors, pursuant to which the Company issued
in a registered direct offering, an aggregate of 48,000 shares of common stock of the Company at a per share purchase price of $2.50.
In addition, the investors also received one Class C warrant and one Class D warrant for the subscription of each preferred share. The
Class C warrants consist of the right to purchase up to 80,000 shares of the Company's common stock at an exercise price of $2.50
per share exercisable for 36 months from the date of inception. The Class D warrants consist of the right to purchase up to 80,000 shares
of the Company's common stock at an exercise price of $5.00 per share exercisable for 36 months from the date of inception.

 In connection with the Public Offering and pursuant
to a registration statement on Form S-1, amended (File No. 333-264059), originally filed with the Securities and Exchange Commission (the
"SEC") on April 1, 2022, and declared effective by the SEC on August 10, 2022 (the "Registration Statement"),
the public offering price of each Unit was $3.50, and each unit 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 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 282,000 warrants from us for gross proceeds of $ 2,820. The warrants were issued to the
underwriters on September 26, 2022.

 The exercise price of the Warrants shall be decreased
to the reset price, which means the greater of (i) 50% of the exercise price and (ii) 100% of the last volume weighted average price immediately
preceding the 90th calendar day following the initial issuance date (the greater of (i) and (ii), the "Reset Price") if, on
the date that is 90 calendar days immediately following the initial issuance date, the Reset Price is less than the exercise price on
that date.

 Schedule of assumptions used

 Appraisal Date (Inception Date)

 IPO Warrant
 September 26,
 2022

 $

 Market price per share (USD/share)

 1.28

 Exercise price (USD/price)

 1.925

 Risk free rate

 4.03%

 Dividend yield

 0.00%

 Expected term/ Contractual life (years)

 4.65

 Expected volatility

 46.10%

 F- 38

 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:

 Schedule of warranty liability activity

 2024

 2023

 $

 $

 Balance at the beginning of period

 874,116

 Warrants issued to investors

 –

 –

 Warrants issued to underwriter

 –

 –

 Fair value change of warrants included in earnings

 ( 797,269
)

)

 Total

 76,847

 874,116

 The following
is a summary of the warrant activity:

 Schedule of warrant activity

 Number of Warrants

 Average Exercise Price

 Weighted Average
 Remaining Contractual
 Term in Years

 Outstanding at January 1, 2022

 256,000

 3.75

 2.66

 Exercisable at January 1, 2022

 256,000

 3.75

 2.66

 Granted

 2,162,000

 1.93

 4.98

 Exercised / surrendered

 –

 –

 –

 Expired

 –

 –

 –

 Outstanding at December 31, 2022

 2,418,000

 2.12

 4.73

 Exercisable at December 31, 2022

 2,418,000

 2.12

 4.73

 Outstanding at January 1, 2023

 2,418,000

 2.12

 4.73

 Exercisable at January 1, 2023

 2,418,000

 2.12

 4.73

 Granted

 –

 –

 –

 Exercised / surrendered

 ( 162,854
)

 1.93

 –

 Expired

 –

 –

 –

 Outstanding at December 31, 2023

 2,255,146

 2.14

 3.65

 Exercisable at December 31, 2023

 2,255,146

 2.14

 3.65

 Outstanding at January 1, 2024

 2,255,146

 2.14

 3.65

 Exercisable at January 1, 2024

 2,255,146

 2.14

 3.65

 Granted

 –

 –

 –

 Exercised / surrendered

 ( 15,276
)

 1.93

 –

 Expired

 –

 –

 –

 Outstanding at December 31, 2024

 2,239,870

 2.14

 2.63

 Exercisable at December 31, 2024

 2,239,870

 2.14

 2.63

 F- 39

 Note 14 LEASES

 The Company has two non-cancelable lease agreements
for certain 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 2022 and 2023. 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 expenses for the year ended December 31, 2024
and December 31, 2023 were as follows:

 Schedule of components of lease expenses

 Statement of Income Location

 For the year ended December 31, 2024

 For the year ended December 31, 2023

 $

 $

 Lease Costs

 Operating lease expense

 83,673

 69,442

 Total net lease costs

 83,673

 69,442

 Note 15 OTHER PAYABLES AND ACCRUED
LIABILITIES

 Schedule of other payables and accrued liabilities

 2024

 2023

 $

 $

 Accrued Expenses

 262,156

 140,090

 Others

 114,504

 15,003

 Total

 376,660

 155,093

 As of December 31, 2024, other payables and accrued
expenses were $ 376,660, respectively, compared to $ 155,093 as of December 31, 2023.

 Other payables and accrued expenses were $114,504
and $262,156, respectively, compared to $15,003 and $140,090 as of December 31, 2023. The accrued expenses in both periods primarily
relate to audit fees. The 2024 other payables mainly consist of amounts related to e-commerce intermediary transactions, specifically
payables totaling $100,379 arising from cross-border settlements with Chinese e-commerce platforms. In 2023, other payables primarily
represented a dividend payable of $15,003.

 Note 16 TAXATION

 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 13 % on April 1, 2019 of the gross sales
proceeds received, less any deductible VAT already paid or borne by the taxpayers. GZ WFH also subjected to 10% for the installment service
provided.

 Taiwan

 Pursuant to the Value-added and Non-value-added
Business Tax Act and the related implementing rules, all entities and individuals ("taxpayers") that are engaged in the sale
of products in the Taiwan are generally required to pay VAT, at a rate of 5 %.

 F- 40

 2) Income tax

 United States

 On December 22, 2017, the Tax Cuts and Jobs Act
(the "Tax Act") was signed into legislation. The 2017 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
(CARES) Act (the "CARES Act, H.R. 748") 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 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 10.5 %. The GILTI inclusion further
provides for a foreign tax credit in connection with the foreign taxes paid.

 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. 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.

 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. As a result, the statutory income tax rate in Taiwan is 20% for the years ended December 31, 2023 and 2022. An additional surtax,
of which rate was reduced from 10% to 5% being applied to the Company starting from September 1, 2018, is assessed on undistributed income
for the entities in Taiwan, but only to the extent such income is not distributed or set aside as a legal reserve before the end of the
following year. 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.

 F- 41

 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, 2024, 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 25 %, according to the PRC Enterprise Income Tax ("EIT") law.

 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, 2024and 2023. 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.

 The components of the income tax expense
are:

 Schedule of income tax components

 2024

 2023

 $

 $

 Current

 124,070

 23,703

 Total income tax expense

 124,070

 23,703

 The reconciliation of income taxes expenses computed
at the TW statutory tax rate (2021: at PRC statutory tax rate) applicable to income tax expense is as follows:

 Schedule of reconciliation of income tax expense

 2024

 2023

 Taiwan (2021 - PRC) income tax statutory rate

 20.00 %

 20.00 %

 Tax effect of non-deductible expense

 ( 11.84 %
)

 ( 11.84 %
)

 Tax effect of stock-based compensation

 ( 0.6 %
)

 ( 3.78 %
)

 Tax effect of non-taxable income

 – %

 – %

 Tax effect of different tax rates in other jurisdictions

 ( 0.02 %
)

 ( 0.04 %
)

 Others

 ( 1.7 %
)

 4.34 %

 Changes in valuation allowance

 ( – %
)

 ( – %
)

 Effective tax rate

 ( 6.1 %
)

 ( – %
)

 F- 42

 3) Deferred tax assets (liabilities), net

 The tax effects of temporary differences representing
deferred income tax assets and liabilities result principally from the following:

 Schedule of deferred income taxes

 December 31, 2024

 December 31, 2023

 $

 $

 Deferred tax assets

 Tax loss carried forward

 –

 23,391

 Allowance for doubtful receivables

 –

 –

 Total deferred tax assets

 –

 23,391

 Reversal of deferred tax assets

 –

 ( 23,391
)

 Valuation allowance

 –

 –

 Total deferred tax assets, net

 –

 –

 Deferred tax liabilities

 Property and equipment, difference in depreciation

 –

 –

 –

 –

 The valuation allowance as of December 31, 2024
and 2023 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 following.

 Schedule of movement in valuation allowance

 December 31, 2024

 December 31, 2023

 $

 $

 Balance at beginning of the year

 95,844

 95,844

 Additions of valuation allowance

 –

 –

 Reductions of valuation allowance

 –

 –

 Balance at the end of the year

 95,844

 95,844

 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 December 31, 2024 and 2023, the Company
had not recorded any withholding tax on the retained earnings of its foreign-invested enterprises in the PRC, since the Company intends
to reinvest its earnings to potentially continue its business in mainland China, namely the manufacturing of the RASs through GZ GST,
and its foreign-invested enterprises do not intend to declare dividends to their immediate foreign holding companies.

 F- 43

 Note 17 RELATED PARTY BALANCES AND
TRANSACTIONS

 The balance due to related parties was as following:

 Schedule of related party transactions

 2024

 2023

 $

 $

 Mountain Share Transfer, LLC (1)

 7,681

 7,681

 Estate of Mr. Yin-Chieh Cheng (2)

 19,435

 20,803

 27,116

 28,484

 ___________________

 Note:

 (1)

 Mountain Share Transfer, LLC is company 100% controlled by Erik S. Nelson, the corporate secretary and director of the Company. The balances represented the amount paid on behalf of the Company for its daily operation purpose.

 (2)

 The amount due to Mr. Yin-Chieh Cheng relates to a prior arrangement. Mr. Yin-Chieh Cheng was vacant as of July 8, 2023, and the Company is evaluating settlement with the estate.

 During the period, the Company received a financial
communication from the estate of the former Chief Executive Officer and Chair of the Board, Lu Min-Huay Cheng, which is considered a related
party due to the former executive's prior leadership position and significant ownership interest. The nature of the transaction
involves the repayment of loans, debt, and other liabilities owed to the estate. While the agreement does not specify individual dollar
amounts, the Company has agreed to settle these obligations over a 12-month period beginning January 25, 2025. As of the reporting date,
management continues to evaluate the terms and monitor the settlement process.

 Note 18 COMMON STOCK

 The Company's authorized number of common
stock is 200,000,000 shares with par value of $ 0.001 each. On August 11, 2022, the Company effected a 2:3 reverse stock split for each
share of common stock issued and outstanding. As a result of reverse stock split, the Company's common stock issued and outstanding
decreased from 10,707,150 shares to 7,138,587 shares. All shares and associated amounts have been retroactively restated to reflect the
stock split on August 11, 2022. As of December 31, 2024 and 2023, issued common stock were 14,047,539 shares and 11,156,987, respectively.

 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, 1,880,000 common stocks, at par value $0.001 each, were issued at the offering price $3.5 each. The Company received
total gross proceeds of $ 6.58 million from the public offering and after deducting the underwriting commissions, discounts and offering
expenses, the Company received net proceeds of approximately $ 5.3 million.

 All number of shares, share amounts and per share
data presented in the accompanying 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 common shares, which were not affected.

 Issuance of Common Stock

 On February 20, 2024, we entered into VIE Agreement with Xinca and issued 1,800,000 shares of our common stock in exchange of 100 % controlling of Xinca;

 On April 14, 2024, we entered into an Equity Purchase Agreement with SY Culture and issued 600,000 shares of our common stock in exchange of 100 % equity of SY Culture.

 F- 44

 Note 19 SHARE-BASED COMPENSATION

 On December 27, 2018, Nocera granted Mr. Yin-Chieh
Cheng quarterly option awards of 250,000 Series "A" Warrants for 20 quarters (5 years) for a total of 5,000,000 Series "A"
Warrants with exercise price of $ 0.50 per share, subject to continued employment for services as Chairman of the Board and a Director.

 On June 1, 2020, Nocera granted Mr. Shun-Chih
Chuang and Mr. Hsien-Wen Yu 50,000 shares of Class A warrants and 60,000 shares of Class A warrants separately, each with exercise price
of $ 0.50 per share, for serving as the Company's Chief Financial Officer and Chief Operating Officer. The Company also granted 2
employees 50,000 shares of Class A warrants with exercise price of $ 0.50 per share. The Class A warrants consist of the right to purchase
one share for $0.50 per share from the date of issuance until April 23, 2026.

 On June 1, 2020, Nocera granted Mr. Michael A.
Littman 50,000 shares of Class A warrants with exercise price of $ 0.50 per share and 50,000 shares of Class B warrants with exercise price
of $ 1.00 per share. Mr. Littman exercised 50,000 shares of Class A warrants and 50,000 shares of Class B warrants on August 11, 2021.
The Class B warrants consist of the right to purchase one share for $1.00 per share separately from the date of issuance until April 23,
2026.

 On December 1, 2021, Nocera granted Mr. Shun-Chih
Chuang and Mr. Hsien-Wen Yu 75,000 shares of Class A warrants and 60,000 shares of Class A warrants separately, each with exercise price
of $ 0.50 per share, for serving as the Company's Chief Financial Officer and Chief Operating Officer. The Company also granted 2
employees 70,000 shares of Class A warrant with exercise price of $ 0.50 per share.

 On December 31, 2021, the Company issued an aggregate
of 505,000 shares of common stock to Mr. Shun-Chih Chuang and a total of five consultants in consideration for services rendered.

 On December 22, 2022, the Company issued 150,000
and 75,000 shares of common stock to Chen-Chun Chung and TraDigital respectively in consideration for services rendered.

 On March 22, 2023, the Company issued 450,000
shares of our common stock to our investor relation company, Hanover One International, Inc.

 On October 11, 2023, the Company issued 20,000
shares of our common stock to our consultant, Yu-Hao Chang.

 On December 5, 2023, the Company issued 60,000
shares of our common stock to our Chief Executive Officer, Andy Chin-An Jin.

 On August 26, 2024, the Company issued 180,000
shares 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 fair value of stock option grant was estimated on the date of grant using the Black-Scholes option pricing model
under the following assumptions:

 Schedule of assumptions of option pricing

 2024

 2023

 Dividend yield

 N/A

 N/A

 Risk-free interest rate

 4.2 %

 1.16 %

 Expected term (in years)

 2.74

 4.31

 Volatility

 36.25 %

 48.15 %

 F- 45

 The Company estimated the grant date fair value
of time-based stock option awards using the Black-Scholes option valuation model, which requires assumptions involving an estimate of
the fair value of the underlying common stock on the date of grant, the expected term of the options, volatility, discount rate and dividend
yield. The Company calculated expected option terms based on the "simplified" method for "plain vanilla" options
due to the limited exercise information. The "simplified method" calculates the expected term as the average of the vesting
term and the original contractual term of the options. The Company calculated volatility using the average adjusted volatility of quick
companies feature of Capital IQ for a period of time reflective of the expected option term, while the discount rate was estimated using
the interest rate for a treasury note with the same contractual term as the options granted. Dividend yield is estimated at our current
dividend rate, which adjustments for any known future changes in the rate.

 For the years ended December 31, 2024 and December
31, 2023, $ 60,831 and $ 163,621 share-based compensation expenses was recognized into additional paid-in capital of the Company, respectively.

 As of December 31, 2022, total unrecognized compensation
cost related to unvested share-based compensation awards was $ 11,114,097.
This amount is expected to be recognized as stock-based compensation expense in the Company's consolidated statements of operations
and comprehensive income over the remaining vesting period of 1.99
years.

 Note 20 SUPPLEMENTAL DISCLOSURE OF
NON-CASH INVESTING AND FINANCING ACTIVITIES

 During the year ended December 31, 2024, the Company
engaged in the following significant non-cash investing and financing activities:

 Issuance of Common Stock:

 In 2024, the Company issued 2,890,552 shares of
common stock with a par value of $0.01, amounting to $ 3.2 million as non-cash consideration for business acquisitions and other non-cash
considerations. In 2023, the Company issued 1,868,400 shares of common stock (including shares for consulting services) totaling $ 1.8
million as non-cash consideration for financial advisory services and the cashless exercise of a warrant by the former CEO, also in exchange
for non-cash consideration.

 Preferred Stock Dividend Payable

 In both 2024 and 2023, the Company declared preferred
stock dividends payable of $ 16,000 in each of 2024 and 2023, which were settled by increasing accumulated deficit without the use of cash.
These dividends were not paid in cash but instead recorded as an increase in dividends payable, thereby increasing accumulated deficit
without the use of cash. As of December 31, 2024 and 2023, unpaid preferred dividends totaled $ 54,312 and $ 38,312, respectively.

 These transactions did not involve the use of
cash and, therefore, are not reflected in the accompanying Consolidated Statement of Cash Flows.

 Note 21 PREFERRED STOCK

 In August 2021, the Company issued 80,000 shares
of preferred shares of $ 1.00 each at an issue price of $ 2.50 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 ordinary shares 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 2:3 reverse stock split for each share of common stock issued and outstanding. As a result of reverse stock split, the shares of common stock
issuable upon the conversion of Series A Preferred Stock decreased from 80,000 shares to 53,334 shares.

 F- 46

 Note 22 (LOSS) EARNINGS PER SHARE

 The following table sets forth the computation
of basic and diluted (loss) earnings per common share for the years ended December 31, 2024 and 2023.

 Schedule of loss per share

 2024

 2023

 $

 $

)

)

 Weighted Average Shares Outstanding – Basic and Diluted

 13,249,705

 Loss per share – basic and diluted

 ( 0.1807
)

)

 Net loss per share from continuing operations – basic and diluted (1)

 ( 0.1807
)

)

 Basic net loss per common share is computed using
the weighted average number of the common shares outstanding during the period.

 (1)

 On August 11, 2022, the Company effected a 2:3 reverse stock split for each share of common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split.

 Note 23 COMMITMENTS AND CONTINGENCIES

 Capital commitments

 As of December 31, 2024 and 2023, the Company's
capital commitments contracted but not yet reflected in the consolidated financial statements amounted to $ nil.

 Contingencies

 In the ordinary course of business, the Company
may be subject to legal proceeding regarding contractual and employment relationships and a variety of other matters. The Company records
contingent liabilities resulting from such claims when a loss is assessed to be probable and the amount of the loss is reasonably estimable.

 The Company has no significant pending litigation
for the year ended December 31, 2024 and 2023.

 F- 47

 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 December 31, 2024 are payable as follows:

 Schedule of lease payments

 Lease Commitment

 $

 Within 1 year

 34,863

 Total

 34,863

 NOTE 24 BUSINESS
COMBINATION

 Meixin Institutional Food Development Company
Limited

 On September 7, 2022, the Company acquired 80%
shares of Meixin. The fair values of assets acquired and liabilities assumed were as follows:

 Schedule of assets acquired and liabilities assumed

 Cash and bank balance

 $
 7,824

 Trade receivables

 10,646

 Inventory

 14,225

 Plant and equipment, net

 872,939

 Intangible assets – customer relations

 169,156

 ( 581,959
)

 Net assets value

 492,831

 Net assets acquired @ 80%

 394,265

 3,905,735

 Purchases price

 $
 4,300,000

 Xin Feng Construction Co., Ltd.

 On November 30, 2022, the Company terminated the
VIE agreements with and settled all debt claims as to XFC. The fair values of assets and liabilities of XFC were as follows:

 Schedule of assets acquired and liabilities assumed

 Cash and bank balance

 $
 46,564

 Trade receivables

 378,798

 Inventory

 144,968

 Prepaid expenses and other current assets

 2,000,452

 Plant and equipment, net

 38,402

 Bank borrowing

 ( 19,054
)

 ( 19,839
)

 ( 32,274
)

 332,040

 Net assets acquired

 $
 2,870,057

 Consideration received

 ( 300,082
)

 Loss on disposal of subsidiary

 $
 2,569,975

 F- 48

 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:

 Schedule of assets acquired and liabilities assumed

 Cash and bank balance

 $

 Other receivables

 379,525

 Prepaid rent expense

 373,623

 1,351,703

 Plant and equipment, net

 58,887

 Depreciation

 ( 562
)

 Advanced from customers

 ( 36,404
)

 Long-term secured bank loan

 ( 36,087
)

 ( 369,737
)

 Net assets value

 1,922,811

 Purchases price

 $
 1,980,000

 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:

 Schedule of assets acquired and liabilities assumed

 Cash and bank balance

 $
 206,663

 Other receivables

 163,814

 Advance to supplier

 6,691

 Investment

 27,284

 ( 755
)

 Net assets value

 403,697

 Purchases price

 $
 642,000

 Note 25 SEGMENT
REPORTING

 The Company's CODM is responsible for reviewing
the results of operations and allocating resources across the Company's reportable segments, including Fish Trading and Catering
Services. 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.

 The summary of key information by segments for
the years ended December 31, 2024 and 2023 was as follows:

 For year ended December 31, 2024

 Schedule of segment information

 Sales of Fish Trading

 Sales of Catering

 Total

 $
 16,574,440

 $
 168,853

 $
 16,743,293

 Cost of revenue

 $
 16,540,745

 $
 114,831

 $
 16,655,576

 $
 33,695

 $
 54,022

 $
 87,717

 $
 ( 193,085
)

 $
 ( 257,785
)

 $
 ( 450,870
)

 Segment operating losses

 $
 ( 159,390
)

 $
 ( 203,763
)

 $
 ( 363,153
)

 $
 ( 121,575
)

 $
 ( 2,495
)

 $
 ( 124,070
)

 Segment losses

 $
 ( 280,965
)

 $
 ( 206,258
)

 $
 ( 487,223
)

 For year ended December 31, 2023

 Sales of Fish Trading

 Sales of Catering

 Total

 $
 23,713,516

 $
 202,410

 $

 Cost of revenue

 $
 23,558,911

 $
 162,056

 $
 23,720,967

 $
 154,605

 $
 40,354

 $

 $
 ( 288,332
)

 $
 ( 354,438
)

 $
 ( 642,770
)

 Segment operating losses

 $
 ( 133,727
)

 $
 ( 314,084
)

 $
 ( 447,811
)

 $
 –

 $
 –

 $
 –

 Segment losses

 $
 ( 133,727
)

 $
 ( 314,084
)

 $
 ( 447,811
)

 Note 26 SUBSEQUENT EVENT

 The Company has assessed all subsequent events
through June 3, 2025 which is the date that these consolidated financial statements are available to be issued and other than the following,
there are no further material subsequent event that require disclose in these consolidated financial statements.

 F- 49