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Table
of Contents





Registration No. 333-_________














UNITED STATES




SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549











FORM


S-1







REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933








Nocera,
Inc.





(Exact name of registrant as specified in its charter)























Nevada






5900








16-1626611




(State or Other Jurisdiction of Incorporation or Organization)


(Primary Standard Industrial Classification Code Number)


(I.R.S. Employer Identification No.)









3F (Building B)


,


No. 185, Sec. 1


,


Datong Rd., Xizhi Dist.


,


New Taipei City




221


, Taiwan






886


-


910-163-358





(Address, including zip code, and telephone number, including area code,



of registrant’s principal executive offices)







Ross D. Carmel, Esq.






Carmel, Milazzo & Feil LLP






55 West 39

th

Street, 18

th

Floor, New York, NY 10018








(212)
658-0458




(Name, address, including zip code, and telephone number, including area code, of agent for service)





































With copies to:


Ross D. Carmel, Esq.



Joseph Lucosky, Esq.



Philip Magri, Esq.



Lawrence Metelitsa, Esq.



Carmel, Milazzo & Feil LLP



Lucosky Brookman LLP



55 West 39

th

Street, 18

th

Floor



101 Wood Avenue South



New York, NY 10018



Woodbridge, NJ 08830



Tel: (212) 658-0458



Tel: (732) 395-4400



Fax: (646) 838-1314



Fax: (732) 395-4401





Approximate date of commencement of proposed sale to the public:

As
soon as practicable after the effective date of this Registration Statement.



If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.





If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering.





If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.





If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.





Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting 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 to Section 7(a)(2)(B) of the Securities Act.










The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission
acting pursuant to said Section 8(a), may determine.






































The information in this
prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy
these securities in any state or other jurisdiction where the offer or sale is not permitted.









Subject to Completion,
dated April 1, 2022

















PRELIMINARY
PROSPECTUS













NOCERA, INC.








1,788,889 Units








Each Consisting of One Share of Common Stock
and One Warrant







We are offering 1,788,889 units, each unit consisting
of one share of common stock and one warrant to purchase one share of common stock. The units have no stand-alone rights and will not
be certificated or issued as stand-alone securities. The shares of common stock and the warrants comprising the units are immediately
separable and will be issued separately in this offering. Each warrant is immediately exercisable on the date of issuance and will expire
five years from the date of issuance.





There is currently a limited public trading market for our common
stock. The Company’s common stock is quoted on the OTC pink sheets under the symbol “NCRA.” The closing price of our
common stock on March 31, 2022 was $5.30 per share.






We currently
estimate that the offering price will be between $4.00 and $5.00 per unit and the exercise price per warrant will be between $4.50 and
$6.75 (125% of the offering price per unit).

The final offering price of the units and exercise price of the warrants will be determined
by us and Spartan Capital Securities, LLC and Revere Securities LLC, the joint representatives of the underwriters in connection with
this offering, taking into consideration several factors as described between the underwriters and us at the time of pricing, including
our historical performance and capital structure, prevailing market conditions, and overall assessment of our business, and will not be
based upon the price of our common stock quoted on the OTC pink sheets. Therefore, the assumed public offering price used throughout this
prospectus may not be indicative of the actual public offering price for our common stock and the warrants. See “

Underwriting

.”





We have applied to have our common stock and
warrants listed on the Nasdaq Capital Market under the symbols “NCRA” and “NCRAW,” respectively, which
listing is a condition to this offering. No assurance can be given that our application will be approved or, if we receive approval,
that a trading market will develop, if developed, that it will be sustained or that the trading prices of our common stock on the
OTC will be indicative of the prices of our common stock if traded on the Nasdaq Capital Market. We cannot assure you that our
common stock and the warrants will become eligible for trading on any exchange or market.





On December 16, 2021, the Public Company Accounting
Oversight Board (PCAOB) issued a report on its determinations that the PCAOB is unable to inspect or investigate completely PCAOB-registered
public accounting firms headquartered in mainland China and in Hong Kong. The PCAOB made these determinations pursuant to PCAOB Rule 6100,
which provides a framework for how the PCAOB fulfills its responsibilities under the Holding Foreign Companies Accountable Act (HFCAA).
Our independent registered public accounting firm is organized under the law of and currently located in Hong Kong and China and is among
those registered public accounting firms listed by the PCAOB Hong Kong Determination announced on December 16, 2021, that the PCAOB is
unable to inspect or investigate completely due to the fact it is headquartered in Hong Kong, a Special Administrative Region and dependency
of the People’s Republic of China (PRC). Under the HFCAA, our securities may be delisted. In the future, if we do not engage an
auditor that is subject to regular inspection by the PCAOB, our securities may be prohibited from a U.S. securities exchange or over-the-counter
market. Also, on March 30, 2022, the Company was provisionally identified by the U.S. Securities and Exchange Commission (the “SEC”)
as an issuer under the HFCAA and given 15 business days (April 20, 2022) to contact the SEC with evidentiary proof claiming that they
have been incorrectly identified under the HFCAA. The Company intends to contact the Commission by April 20, 2022 and provide evidentiary
support that the Company should be removed from the SEC’s list of issuers identified under the HFCAA. See “

Risk Factors
– Risks associated with doing business in China – The audit report included in this Amendment is prepared by an auditor who
is not inspected by the Public Company Accounting Oversight Board and as such, our investors are deprived of the benefits of such inspection.
The Company could be delisted if it is unable to timely meet the PCAOB inspection requirements established by the Holding Foreign Companies
Accountable Act

.”






Investing in our securities involves a high
degree of risk. See “


Risk Factors


” beginning on page 13 of this prospectus for a discussion of information that should
be considered in connection with an investment in our common stock.








Neither the Securities and Exchange Commission
(“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.

































We are an “emerging growth company”
under applicable SEC rules and will be subject to reduced public company reporting requirements.

























































Per Unit












Total






Public offering price

$

[•]



$

[•]



Underwriting discounts and commissions

(1)


$

[•]



$

[•]



Proceeds, before expenses, to us

(2)


$

[•]



$

[•]



















(1)

We have also agreed to issue Spartan Capital Securities, LLC warrants to purchase shares of our common stock (the “Representative Warrants”), and to reimburse the underwriters for certain expenses. See “

Underwriting

” on page 82 for additional information regarding total underwriter compensation.



(2)

The amount of offering proceeds to us presented in this table does not give effect to any exercise of the: (i) Underwriters’ over-allotment option we have granted to the underwriters as described below and (ii) the Representative Warrants being issued to the underwriters in this offering.




We have granted a 45-day option to the underwriters,
exercisable one or more times in whole or in part, to purchase up to an additional 268,333 shares of common stock and 268,333 warrants
at the public offering price per unit, less the underwriting discounts payable by us, in any combination solely to cover over-allotments,
if any.





The underwriters expect to deliver the securities
against payment to the investors in this offering on or about ______________, 2022.






Joint Book-Running Managers








































Prospectus dated

__________________

,
2022

























































Table of Contents






















































































































CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS


2


PROSPECTUS SUMMARY


4


OFFERING SUMMARY


10


RISK FACTORS


13


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS


32


USE OF PROCEEDS


33


DETERMINATION OF OFFERING PRICE


34


MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


34


DIVIDEND POLICY


35


CAPITALIZATION


35


DILUTION


36


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


37


BUSINESS


46


DESCRIPTION OF PROPERTY


57


LEGAL PROCEEDINGS


57


DIRECTORS, EXECUTIVE OFFICERS & CORPORATE GOVERNANCE


57


EXECUTIVE COMPENSATION


64


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


68


CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS


69


DESCRIPTION OF SECURITIES


70


SHARES ELIGIBLE FOR FUTURE SALE


77


UNDERWRITING


78


CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


86


EXPERTS


86


LEGAL MATTERS


86


WHERE YOU CAN FIND MORE INFORMATION


86


INDEX TO FINANCIAL STATEMENTS


F-1





Through and including

__________________

,
2022 (the 25

th

day after the date of this prospectus), all dealers that effect transactions in these securities, whether or
not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver
a prospectus when acting as underwriter and with respect to their unsold allotments or subscriptions.







You should rely only on the information contained
in this prospectus or any prospectus supplement or amendment. Neither we, nor the underwriters, have authorized any other person to provide
you with information that is different from, or adds to, that contained in this prospectus. If anyone provides you with different or inconsistent
information, you should not rely on it. Neither we nor the underwriters take responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you. You should assume that the information contained in this prospectus or
any free writing prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus
or of any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.
We are not making an offer of any securities in any jurisdiction in which such offer is unlawful.





No action is being taken in any jurisdiction outside
the United States to permit a public offering of our securities or possession or distribution of this prospectus in that jurisdiction.
Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about
and to observe any restrictions as to this public offering and the distribution of this prospectus applicable to that jurisdiction.

















i














CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS





This prospectus contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, 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”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions,
forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,”
“could,” “should,” “would,” “may,” “seek,” “plan,” “might,”
“will,” “expect,” “anticipate,” “predict,” “project,” “forecast,”
“potential,” and “continue” or the negatives thereof or similar expressions. Forward-looking statements speak
only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees
of future performance. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results,
level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied
by such forward-looking statements.

You are cautioned to not place undue reliance on these forward-looking statements, which speak
only as of their dates.







We cannot predict all the risks and uncertainties
that may impact our business, financial condition or results of operations. Accordingly, the forward-looking statements in this prospectus
should not be regarded as representations that the results or conditions described in such statements will occur or that our objectives
and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements.
These forward-looking statements are found at various places throughout this prospectus and include information concerning possible or
projected future results of our operations, including statements about potential acquisition or merger targets, strategies or plans; business
strategies; prospects; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions,
future cash needs, future operations, business plans and future financial results; and any other statements that are not historical facts.





These forward-looking statements represent our
intentions, plans, expectations, assumptions and beliefs about future events and are subject to a variety of factors and risks, including,
but not limited to, those set forth under “


Risk Factors


” starting on page 13 of this prospectus.





Many of those risks and factors are outside of
our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements.
Considering these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might
occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this prospectus. All subsequent written and oral forward-looking statements concerning
other matters addressed in this prospectus and attributable to us or any person acting on our behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to in this prospectus.





Except to the extent required by law, we undertake
no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events,
conditions, circumstances or assumptions underlying such statements, or otherwise.





Market Data





Market data and certain industry data and forecasts
used throughout this prospectus were obtained from internal company surveys, market research, consultant surveys, publicly available information,
reports of governmental agencies and industry publications and surveys. Industry surveys, publications, consultant surveys and forecasts
generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness
of such information is not guaranteed. To our knowledge, certain third-party industry data that includes projections for future periods
does not take into account the effects of the worldwide coronavirus pandemic. Accordingly, those third-party projections may be overstated
and should not be given undue weight. Forecasts are particularly likely to be inaccurate, especially over long periods of time. In addition,
we do not necessarily know what assumptions regarding general economic growth were used in preparing the forecasts we cite. Statements
as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry
data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including
those discussed under the heading “

Risk Factors

” in this prospectus.





















ii












ABOUT THIS PROSPECTUS





Throughout this prospectus, unless otherwise designated
or the context suggests otherwise,






















































all references to the “Company,” “Nocera,” the “registrant,” “we,” “our,” or “us” in this prospectus mean Nocera, Inc., a Nevada corporation, and its subsidiaries, including its variable interest entity (“VIE”);







assumes a public offering price of $4.50 per unit, which is the midpoint of the $4.00 to $5.00 range of the offering price per unit and a $5.625 per share exercise price for the warrants underlying the units;







“year” or “fiscal year” means the Company’s fiscal year ending December 31

st

;







all dollar or $ references refer to United States dollars; and







all NT dollar references refer to Taiwan’s New Taiwan dollar.




TRADEMARKS





Solely for convenience, our trademarks and tradenames
referred to in this prospectus, may appear without the ® or ™ symbols, but such references are not intended to indicate in any
way that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and tradenames. All other trademarks,
service marks and trade names included or incorporated by reference into this prospectus or the accompanying prospectus are the property
of their respective owners.





































iii

















PROSPECTUS SUMMARY






This summary provides a brief overview of the
key aspects of our business and our securities. The reader should read the entire prospectus carefully, especially the risks of investing
in our securities discussed under “Risk Factors.” Some of the statements contained in this prospectus, including statements
under “Offering Summary” and “Risk Factors” as well as those noted in the documents incorporated herein by reference,
are forward-looking statements and may involve a number of risks and uncertainties. Our actual results and future events may differ significantly
based upon a number of factors. The reader should not put undue reliance on the forward-looking statements in this document, which speak
only as of the date on the cover of this prospectus.





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, Nocera was 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, Nocera ceased all of its operations in China and moved all of its technology and back-office operations to Taiwan. The Company now
only operates 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 .The Company is now poised to grow its existing operations in
Taiwan and expand into the development and management of land-based fish farms in Taiwan and North and South America. The Company
does not currently have any intentions of conducting operations in China or Hong Kong.






Nocera Recirculating Aquaculture System






Fig 1. Nocera Recirculating Aquaculture System






























1













Corporate Structure





We conduct our operations through (i) Xin
Feng Construction Co., Ltd, a Taiwan limited liability company (“XFC”); and (ii) Nocera Taiwan Branch, an unincorporated
division of the Company (“NTB”). The Company’s other subsidiaries, Grand Smooth Inc. Limited, a Hong Kong limited
company (“GSI”), which wholly-owns Guizhou Grand Smooth Technology Ltd., a People’s Republic of China (PRC) corporation
(“GZ GST”), are dormant and currently do not have any operations. However, GZ GST may be involved with RASs manufacturing
in the near future.





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 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. The Company currently does not conduct any operations in China
or Hong Kong.





In December 2020, Nocera added Xin-Feng Construction
Co. Ltd, a variable interest entity (“VIE”). Under the laws of Taiwan, foreign investments are typically restricted or prohibited
with respect to the operation of certain businesses in Taiwan (e.g., construction). As a result, it was necessary for us to add XFC as
a VIE in order to obtain a Class A construction license to construct indoor RASs and solar sharing fish farms. Without this license,
we would not be able to conduct this critical part of our business in Taiwan. XFC has obtained a Class A construction license in Taiwan
and we plan to use XFC for the investment in, and the construction of, indoor RASs and solar sharing fish farms. The Company is now looking
for opportunities to expand into the U.S. by building fish farms or transforming existing ones into high-tech and solar sharing enterprises.





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.





The Company and its management have invested more
than $2 million in the development of the Company’s business operations to date and intend to use proceeds from this offering
to expand operations in Taiwan and enter into the U.S. market.





Market Opportunity





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 RAS, 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.






























2















Consulting Services





We also provide consulting services and solutions
for aquaculture projects. 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. Our consultants use their RASs expertise to help customers increase production
and operate more strategically by branching into new diversified aquaculture species, and importantly, reducing water pollution and decreasing
the disease problems of fisheries.





The Company plans to 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.




We believe our experience from working closely
with our clients in the aquaculture industry in Taiwan gives us a competitive advantage in providing innovative aquaculture management
solutions that will generate positive results for us and our client companies. However, there can be no assurance we will be successful
in capitalizing on market opportunities or geographically expanding our business.





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.





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 years ended December 31, 2020 and 2019,
net sales were approximately $1.2 million and approximately $0.5 million, respectively.





Suppliers





We intend to 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.







__________





[1]



Ranganathan et al,

How to Sustainably Feed 10 Billion People by 2050, in 21 Charts

,
WORLD RESOURCES INSTITUTE (Dec. 5, 2018); https://www.wri.org/insights/how-sustainably-feed-10-billion-people-2050-21-charts#:~:text=
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.






















3















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. Our telephone number is 886-910-163-358. Our corporate
website address is located at

https://www.nocera.company/

. The contents of our website are not incorporated by reference into this
prospectus.





Listing on the Nasdaq Capital Market





Our common stock is currently quoted on the
OTC pink sheets under the symbol “NCRA.” In connection with this offering, we have applied to have our common stock and
warrants listed on the Nasdaq Capital Market under the symbols “NCRA” and “NCRAW,” respectively. If
approved, we expect to list our common stock and the warrants offered in this offering on Nasdaq upon consummation of this offering,
at which point our common stock will cease to be traded on the OTC. No assurance can be given that our listing application will be
approved. This offering will occur only if Nasdaq or another securities exchange approves the listing of our common stock and
warrants. If Nasdaq or another U.S. securities exchange does not approve the listing of our common stock and warrants, we will not
proceed with this offering. There can be no assurance that our common stock and warrants will be listed on the Nasdaq or another
securities exchange.






Holding Foreign Companies Accountable Act





On December 16, 2021, Public Company Accounting
Oversight Board (PCAOB) issued a report on its determinations that the PCAOB is unable to inspect or investigate completely PCAOB-registered
public accounting firms headquartered in mainland China and in Hong Kong, a Special Administrative Region of the PRC, because of positions
taken by the PRC authorities in those jurisdictions. The PCAOB made these determinations pursuant to PCAOB Rule 6100, which provides a
framework for how the PCAOB fulfills its responsibilities under the Holding Foreign Companies Accountable Act. The report further listed
in its Appendix A and Appendix B, Registered Public Accounting Firms Subject to the Mainland China Determination and Registered Public
Accounting Firms Subject to the Hong Kong Determination, respectively. The audit report included in this registration statement for the
year ended December 31, 2021, was issued by Centurion ZD CPA & Co. (“CZD CPA”), an audit firm headquartered in Hong Kong,
a jurisdiction that the PCAOB has determined that the PCAOB is unable to conduct inspections or investigate auditors. Our auditors, CZD
CPA, is among those registered public accounting firms listed by the PCAOB Hong Kong Determination, a determination announced by the PCAOB
on December 16, 2021, which the PCAOB is unable to inspect or investigate completely due to the fact it is headquartered in Hong Kong,
a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. As a result,
we and the investors in our securities stock are deprived of the benefits of such PCAOB inspections, which could cause investors in our
securities to lose confidence in our reported financial information and the quality of our financial statements. In addition, under the
HFCAA, our securities may be delisted and prohibited from trading on the U.S. stock exchanges or in the over-the-counter (“OTC”)
trading market in the U.S. if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result
in our securities being delisted. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable
Act (“AHFCAA”), which, if enacted, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from
trading on any U.S. stock exchange or in the OTC trading market in the U.S. if its auditor is not subject to PCAOB inspections for two
consecutive years instead of three. In the future, if we do not engage an auditor that is subject to regular inspection by the PCAOB,
our securities may be prohibited from a U.S. securities exchange or OTC trading market, which would make it difficult for you to sell
your common stock and warrants. See “

Risk Factors – Risks associated with doing business in China – The audit report
included in this Amendment is prepared by an auditor who is not inspected by the Public Company Accounting Oversight Board and as such,
our investors are deprived of the benefits of such inspection. The Company could be delisted if it is unable to timely meet the PCAOB
inspection requirements established by the Holding Foreign Companies Accountable Act

.”





The HFCAA became law on December 18, 2020 and requires, among other
things, for the SEC to identify public companies that that have retained a registered public accounting firm to issue an audit report
where the firm has a branch or office that: (1) is located in a foreign jurisdiction, and (2) PCAOB has determined that it is unable to
inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction. On March 30, 2022, the Company
was provisionally identified by the SEC as an issuer under the HFCAA and given 15 business days (April 20, 2022) to contact the SEC with
evidentiary proof claiming that they have been incorrectly identified under the HFCAA. The Company intends to contact the Commission by
April 20, 2022 and provide evidentiary support that the Company should be removed from the SEC’s list of issuers identified under
the HFCAA.
































4















Effects of COVID-19 Outbreak





In December 2019, a novel strain of coronavirus
was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including
the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public
Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared
a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020,
the World Health Organization characterized the outbreak as a “pandemic.” A significant outbreak of COVID-19 and other infectious
diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide.





We are monitoring the global outbreak and spread
of COVID-19 and taking steps in an effort to identify and mitigate the adverse impacts on, and risks to, our business posed by its spread
and the governmental and community reactions thereto. The current outbreak of COVID-19 has globally resulted in loss of life, business
closures, restrictions on travel, and widespread cancellation of social gatherings. The extent to which the COVID-19 pandemic impacts
our business will depend on future developments, which are highly uncertain and cannot be predicted at this time, including:













·


new information which may emerge concerning the severity of the disease in Taiwan;












·


the duration and spread of the outbreak;












·


the severity of travel restrictions imposed by geographic areas in which we operate, mandatory or voluntary
business closures;












·


regulatory actions taken in response to the pandemic, which may impact our offerings;












·


other business disruptions that affect our workforce;












·


the impact on capital and financial markets; and












·


actions taken throughout the world, including in markets in which we operate, to contain the COVID-19
outbreak or treat its impact.




In addition, the current outbreak of COVID-19
has resulted in a widespread global health crisis and adversely affected global economies and financial markets, and similar public health
threats could do so in the future.





The spread of COVID-19 has caused us to modify
our business practices, including employee travel, employee work locations in certain cases, and cancellation of physical participation
in certain meetings, events and conferences and further actions may be taken as required or recommended by government authorities or as
we determine are in the best interests of our employees, customers and other business partners. We are monitoring the global outbreak
of the pandemic in Taiwan, and are taking steps in an effort to identify and mitigate the adverse impacts on, and risks to, our business
posed by its spread and the governmental and community reactions thereto. See “

Risk Factors - Our business may be materially
adversely affected by the coronavirus (COVID-19) outbreak

.”




























5











Summary Risk Factors





Our business is subject to a number of risks.
You should be aware of these risks before making an investment decision. These risks are discussed more fully in the section of this prospectus
titled “

Risk Factors,

” which begins on page 14 of this prospectus. Risks include, among others, that:













·


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;












·


The Company’s failure to successfully market its brand and products could result in adverse financial consequences;












·


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












·


Natural disasters or other catastrophic events could harm our operations;












·


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












·


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;












·


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












·


Our business may be materially adversely affected by continuation of the coronavirus (COVID-19) outbreak;












·


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












·


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












·


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
















The audit report included in this prospectus is prepared by an auditor who is not inspected by the Public Company Accounting Oversight Board (PCAOB) and, as such, our investors are deprived of the benefits of such inspection. In addition, the adoption of any rules, legislations or other efforts to increase U.S. regulatory access to audit information could cause uncertainty, and we could be delisted if we are unable to meet the PCAOB inspection requirement in time and be prohibited from trading on a U.S. securities exchange or over-the-counter market;
































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;











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











The speculative nature of warrants; and











Provisions in the warrants may discourage a third party from acquiring us.


























6















Implications of
Being an Emerging Growth Company





We are an “emerging growth company,”
as defined in the Jobs Act. We will remain an emerging growth company until the earlier of (i) 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; (ii) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (iii) the date on which
we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to
be a large accelerated filer under applicable SEC rules. We expect that we will remain an emerging growth company for the foreseeable
future but cannot retain our emerging growth company status indefinitely and will no longer qualify as an emerging growth company on or
before 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. For so long as we remain an emerging growth company, we are permitted and intend
to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not emerging growth
companies.





These exemptions include:













·


being permitted to provide only two years of audited financial statements, in addition to any required
unaudited interim financial statements, with correspondingly reduced “

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

” disclosure;












·


not being required to comply with the requirement of auditor attestation of our internal controls over
financial reporting;












·


not being required to comply with any requirement that may be adopted by the Public Company Accounting
Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information
about the audit and the financial statements;












·


reduced disclosure obligations regarding executive compensation; and












·


not being required to hold a nonbinding advisory vote on executive compensation and stockholder approval
of any golden parachute payments not previously approved.




We have taken advantage of certain reduced reporting
requirements in this prospectus. Accordingly, the information contained herein may be different than the information you receive from
other public companies in which you hold stock.





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.
This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply
to private companies. We have irrevocably elected to avail ourselves of this extended transition period and, as a result, we will not
be required to adopt new or revised accounting standards on the dates on which adoption of such standards is required for other public
reporting companies.





We are also a “smaller reporting company”
as defined in Rule 12b-2 of the Exchange Act, and have elected to take advantage of certain of the scaled disclosure available for smaller
reporting companies.






































7

















OFFERING SUMMARY













































































Issuer:



Nocera, Inc., a Nevada corporation





Offered Securities

(1)

:




1,788,889 units, each unit consisting of one share
of common stock and one warrant to purchase one share of common stock.





The units will not be certificated or issued in
stand-alone form. The shares of our common stock and the warrants comprising the units are immediately separable upon issuance and will
be issued separately in this offering.









Offering Price per Unit (assumed):



$4.50 per unit, the midpoint of the estimated $4.00 - $5.00 price range per unit in this offering.





Over-Allotment Option:



We have granted the underwriters a 45-day option to purchase up to an aggregate of 268,333 additional shares of common stock and 268,333 warrants at the public offering price per share of common stock and per warrant, respectively, less, in each case, underwriting discounts and commissions, on the same terms as set forth in this prospectus, solely to cover over-allotments, if any.





Description of the Warrants:




Each warrant will be exercisable from the date
of issuance until the fifth anniversary date of issuance date for $4.50 to $6.75 per share (125% of the public offering price of one unit),
subject to adjustment in the event of stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar
events affecting our common stock as described herein.





A holder may not exercise any portion of a warrant
to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would own more than 4.99%
of the outstanding common stock after exercise, as such percentage ownership is determined in accordance with the terms of the warrants,
except that upon notice from the holder to us, the holder may waive such limitation up to a percentage, not in excess of 9.99%.





The terms of the warrants will be governed by
a warrant agreement, dated as of the effective date of this offering the (the “Warrant Agreement”), between us and the warrant
agent. This prospectus also relates to the offering of the shares of common stock issuable upon exercise of the warrants. See “

Description
of Securities – Warrants

.”






Common Stock Outstanding Before Offering

(2)

:



10,707,150 shares





Common Stock Outstanding After Offering

(2) (3)

:



12,496,039 shares, or 12,764,372 shares if the underwriters exercise their over-allotment option in full.





Use of Proceeds:




We estimate that we will receive net proceeds
from this offering of approximately $6.88 million, or approximately $7.99 million if the underwriters exercise the over-allotment
option in full, assuming an initial public offering price of $4.50 per unit, and after deducting estimated underwriting discounts and
commissions and estimated offering expenses payable by us.





We currently intend to use the net proceeds
from this offering, together with our existing cash to invest and build RASs, acquire land in the United States to build a fish farm,
and for general working capital purposes. See “

Use of Proceeds

.”





















8













































































Underwriters Compensation:



In connection with this offering, the underwriters will receive an underwriting discount equal to 8% of the gross proceeds from the sale of units in the offering. We will also reimburse the underwriters for certain out-of-pocket actual expenses related to the offering. See “

Underwriting

”.





Proposed Nasdaq Capital Market Listing:



Our common stock currently trades on the OTC pink sheets under the symbol “NCRA.” We
have applied to have our common stock and warrants listed on the Nasdaq Capital Market under the symbols “NCRA” and
“NCRAW,” respectively. The listing of the common stock and warrants on Nasdaq or another securities exchange is a
condition to this offering. No assurance can be given that such listing will be approved or that a trading market will develop for
our common stock or the warrants.





Lock-Up Agreements:



Our executive officers and directors and any holder of 5% or more of the outstanding shares of common stock of the Company have agreed with the underwriters not to sell, transfer or dispose of any shares or similar securities for 180 days following the effective date of the registration statement for this offering. For additional information regarding our arrangement with the underwriters, please see “

Underwriting

.”





Dividend Policy:



We have not historically paid dividends on our common stock and do not anticipate paying dividends on our common stock for the foreseeable future.





Transfer Agent:



Mountain Share Transfer, LLC, who has also agreed to serve as the Warrant Agent.





Risk Factors:



An investment in our securities involves a high degree of risk. You should read this prospectus carefully, including the section entitled “

Risk Factors

” starting on page 14 of this prospectus and the consolidated financial statements and the related notes to those statements included in this prospectus, before deciding to invest in our securities.
























































































(1)

The actual number of units we will offer and the actual price per unit will be determined based on the actual public offering.



(2)

Does not include:




80,000 shares of common stock issuable upon the conversion of 80,000 shares of Series A Preferred Stock;




4,000,000 shares of common stock issuable upon the exercise of Series A Warrants for $0.50 per share, for $0.50 per share;




1,105,000 shares of common stock issuable upon the exercise of outstanding Class A warrants for $0.50 per share;




650,000 shares of common stock issuable upon the exercise of outstanding Class B warrants for $1.00 per share;




940,000 shares of common stock issuable upon the exercise of outstanding Class C warrants for $2.50 per share;




940,000 shares of common stock issuable upon the exercise of outstanding Class D warrants for $5.00 per share; and




10,000,000 shares of common stock reserved for issuance under our 2018 Stock Option and Award Incentive Plan.



(3)

Does not include:




the securities listed under footnote (2);




1,788,889 shares of common stock issuable upon the exercise of the warrants underlying the units;




268,333 shares of common stock issuable upon the exercise of the warrants underlying the Underwriters’ over-allotment option; and




89,445 shares of common stock issuable upon the exercise of the Representative Warrants.





Except as otherwise indicated, all information in this prospectus assumes that:







































a public offering price of $4.50 per unit, which is the midpoint of the range of the offering price per unit and a $5.625 per share exercise
price for the warrants underlying the units;




none of the warrants underlying the units in this offering have been exercised;




no shares of common stock have been issued pursuant to any outstanding shares of preferred stock or warrants;




no shares of common stock or warrants have been issued pursuant to the Underwriters’ over-allotment option;




no shares of common stock have been issued pursuant to the Representative Warrants; and




no awards have been granted under the Company’s 2018 Equity Incentive Plan.





















9















SUMMARY FINANCIAL
DATA





The following tables summarize our financial
data. We derived the summary financial statement data for the years ended December 31, 2021 and 2020 set forth below from our
audited financial statements and related notes contained in this prospectus. Our historical results are not necessarily indicative of
the results that may be expected in the future. You should read the information presented below together with “

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

,” our financial statements, the notes to those statements
and the other financial information contained in this prospectus.





Summary of Operations in U.S. Dollars

















































































































































































Fiscal Year Ended


December 31,




2021



2020


Net Sales


$

9,945,325




1,170,156











OPERATING EXPENSES









General and administrative



(7,375,039

)



(1,325,696

)

Sales and marketing









Professional fees









Loss (gain) on foreign exchange









Operating loss



(6,430,447

)



(681,883

)










OTHER INCOME (LOSS)



(4,055

)



36











NET LOSS



(6,569,946

)



(639,070

)










Loss per common share (basic and diluted)


$

(0.7172

)


$

(0.0538

)




Balance Sheet in U.S. Dollars

























































































































































































As of December 31, 2021



As of December 31, 2020




Actual



Actual


Cash


$

2,444,009



$

1,023,531


Total Current Assets



6,397,875




4,081,283


Total Assets



6,870,649




4,924,941











Total Current Liabilities



2,096,411




2,374,549











Total Liabilities



2,096,411




2,374,549











Working Capital



2,444,009




1,023,531











Additional paid-in capital



11,428,060




2,692,973











Total Stockholders Equity


$

4,774,238



$

2,550,392






















10














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.
You should carefully consider the risks described below, together with all other information included in this prospectus including our
financial statements and related notes, before making an investment decision. The statements contained in this prospectus 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





Our business may be materially adversely
affected by the coronavirus (COVID-19) outbreak.





The current outbreak of COVID-19 has globally
resulted in loss of life, business closures, restrictions on travel, and widespread cancellation of social gatherings. The extent to which
the COVID-19 pandemic impacts our business will depend on future developments, which are highly uncertain and cannot be predicted at this
time, including:










































































new information which may emerge concerning the severity of the disease;







the duration and spread of the outbreak;







the severity of travel restrictions imposed by geographic areas in which we operate, mandatory or voluntary business closures;







regulatory actions taken in response to the pandemic, which may impact merchant operations, consumer and merchant pricing, and our product offerings;







other business disruptions that affect our workforce;







the impact on capital and financial markets; and







actions taken throughout the world, including in markets in which we operate, to contain the COVID-19 outbreak or treat its impact.




In addition, the current outbreak of COVID-19
has resulted in a widespread global health crisis and adversely affected global economies and financial markets, and similar public health
threats could do so in the future.





Substantially all our revenues are concentrated
in Taiwan pending expansion into other international markets. Consequently, our results of operations will likely be adversely, and may
be materially affected, to the extent that the COVID-19 pandemic or any epidemic harms Taiwan’s economy and society and the global
economy in general. Any potential impact to our results will depend on, to a large extent, future developments and new information that
may emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by government authorities and other entities
to contain the COVID-19 pandemic or treat its impact, almost all of which are beyond our control. If the disruptions posed by the COVID-19
pandemic or other matters of global concern continue for an extensive period of time, the operations of our business may be materially
adversely affected.





To the extent the COVID-19 pandemic or a similar
public health threat has an impact on our business, it is likely to also have the effect of heightening many of the other risks described
in this “

Risk Factors

” section.



















11












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.





The Company has a limited operating history on
which to base an evaluation of its business and prospects. The Company is 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 the Company’s 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 the Company include, but are not
limited to, dependence on the success and acceptance of the Company’s services and the management of growth. In view of the Company’s
limited operating history, the Company believes 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.





The Company is 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 the Company’s business, financial condition and results of operations.





The Company has limited revenue-producing operations
and will require the proceeds from this offering to execute its full business plan. The Company believes the proceeds from this offering
will be sufficient to further its full business plan. However, the Company can give no assurance that all, or even a significant portion
of these units will be sold or, that the monies raised will be sufficient to execute the entire business plan of the Company. Further,
no assurance can be given if additional capital is needed as to how much additional capital will be required or that additional financing
can be obtained, or if obtainable, that the terms will be satisfactory to the Company, or that such financing would not result in a substantial
dilution of stockholder’s interest. A failure to raise capital when needed would have a material adverse effect on the Company’s
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 the Company to obtain additional
capital or to pursue business opportunities, including potential acquisitions. If adequate funds are not obtained, the Company 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.




The Company’s failure to successfully
market its brands could result in adverse financial consequences.





The Company believes that continuing to strengthen
its brands is critical to achieving widespread acceptance of the Company, particularly in light of the competitive nature of the Company’s
market in which it operates. Promoting and positioning its brands will depend largely on the success of the Company’s marketing
efforts and the ability of the Company 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 by the Company in building its brand. If the Company
fails to promote and maintain its brand or incurs substantial expenses in an attempt to promote and maintain its brand or if the Company’s
existing or future strategic relationships fail to promote the Company’s brand or increase brand awareness, the Company’s
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,
2021 and for the year ended December 31, 2020 were approximately $10 million and $1 million, respectively. There was one customer,
The Fifth District Management Office of Taiwan Water Corporation, who represented approximately 58% of the Company’s total revenue
for the year ended December 31, 2021, and two customers (JC Development Co., Ltd (“JCD”) and Pan Li) who represented 96%
of the Company’s 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 and solar power farms. There
can be no guarantee that such shift in operations will generate the same levels of revenues previously generated through our VIE.





















12












There is no assurance that the Company
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.





The Company may not have the ability
to manage its growth.





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







We rely on our executive officers.






The Company’s success is dependent on our
current executive officers. The Company’s success also depends in large part on the continued service of its key operational and
management personnel. The Company faces intense competition from its competitors, customers and other companies throughout the industry.
The loss of any our executive officers, specifically Mr. Yin-Chieh (Jeff) Cheng, our CEO, or any failure on the Company’s part to
hire, train and retain a sufficient number of qualified professionals could impair the business of the Company.





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.





The Company is, and will be, heavily dependent
on the skill, acumen and services of the management and other employees of the Company. 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 director or executive officer
of the Company. In 2019, the Company 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 principal
stockholder as well as Chairman of the Board, President, Chief Executive Officer and Director, Yin-Chieh Cheng, which was considered to
be a personal loan made by the Company 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.





















13












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 the Company
sells (e.g., eel) is subject to fluctuation which may result in volatility of our results of operations and the value of an investment
in the Company.





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 30% 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 the Company 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.





















14












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;




















15




















·


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.





















16












Risk of litigation.





The Company 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.





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.





We also expect that being listed on a national
exchange will make 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 of directors (“Board”).





















17












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 during
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 officers 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.







The audit report included in this prospectus
is prepared by an auditor who is not inspected by the Public Company Accounting Oversight Board (PCAOB) and, as such, our investors are
deprived of the benefits of such inspection. In addition, the adoption of any rules, legislations or other efforts to increase U.S. regulatory
access to audit information could cause uncertainty, and we could be delisted if we are unable to meet the PCAOB inspection requirement
in time and be prohibited from trading on a U.S. securities exchange or over-the-counter market.










As a public company with securities quoted
on The Nasdaq Stock Market LLC (“Nasdaq”), we will be required to have our financial statements audited by an independent
registered public accounting firm registered with the PCAOB. A requirement of being registered with the PCAOB is that if requested by
the SEC or PCAOB, such accounting firm is required to make its audits and related audit work papers be subject to regular inspections
to assess its compliance with the applicable professional standards. Since our auditor is located in Hong Kong and China, a jurisdiction
where the PCAOB has been unable to conduct inspections without the approval of the Chinese authorities due to various state secrecy laws
and the revised Securities Law, the PCAOB currently does not have free access to inspect the work of our auditor. The lack of access to
the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in
China. As a result, the investors may be deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections
of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality
control procedures as compared to auditors outside of China that are subject to the PCAOB inspections.





On December 18, 2020, the Holding Foreign Companies
Accountable Act, or HFCAA, was enacted. In essence, the act requires the SEC to prohibit securities of any foreign companies from being
listed on U.S. securities exchanges or over-the-counter markets if a company retains a foreign accounting firm that cannot be inspected
by the PCAOB for three consecutive years, beginning in 2021. Our independent registered public accounting firm is located in and organized
under the laws of Hong Kong and China, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval
of the Chinese authorities, and therefore our auditors are not currently inspected by the PCAOB.





















18












On March 24, 2021, the SEC adopted interim
final amendments, which will become effective 30 days after publication in the Federal Register, relating to the implementation of certain
disclosure and documentation requirements of the HFCAA. The interim final amendments will apply to registrants that the SEC identifies
as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction
and that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in that
jurisdiction. Before any registrant will be required to comply with the interim final amendments, the SEC must implement a process for
identifying such registrants. As of the date of this prospectus, the SEC is seeking public comment on this identification process. Consistent
with the HFCAA, the amendments will require any identified registrant to submit documentation to the SEC establishing that the registrant
is not owned or controlled by a government entity in that jurisdiction, and will also require, among other things, disclosure in the registrant’s
annual report regarding the audit arrangements of, and government influence on, such registrant.





On June 22, 2021, the U.S. Senate passed the
Accelerating Holding Foreign Companies Accountable Act which, if enacted, would decrease the number of non-inspection years from three
years to two, thus reducing the time period before our securities may be delisted or prohibited from trading.





On November 5, 2021, the SEC approved PCAOB
Rule 6100, Board Determination Under the Holding Foreign Companies Accountability Act, effective immediately. The rule establishes “a
framework for the PCAOB’s determinations under the HFCAA that the PCAOB is unable to inspect or investigate completely registered
public accounting firms located in a foreign jurisdiction because of a position taken by an authority in that jurisdiction.”





On December 2, 2021, SEC has announced the
adoption of amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants
the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located
in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate (Commission-Identified Issuers). The final amendments
require Commission-Identified Issuers to submit documentation to the SEC establishing that, if true, it is not owned or controlled by
a governmental entity in the public accounting firm’s foreign jurisdiction. The amendments also require that a Commission-Identified
Issuer that is a “foreign issuer,” as defined in Exchange Act Rule 3b-4, provide certain additional disclosures in its annual
report for itself and any of its consolidated foreign operating entities. Further, the adopting release provides notice regarding the
procedures the SEC has established to identify issuers and to impose trading prohibitions on the securities of certain Commission-Identified
Issuers, as required by the HFCAA. The SEC will identify Commission-Identified Issuers for fiscal years beginning after December 18, 2020.
A Commission-Identified Issuer will be required to comply with the submission and disclosure requirements in the annual report for each
year in which it was identified. If a registrant is identified as a Commission-Identified Issuer based on its annual report for the fiscal
year ended December 31, 2021, the registrant will be required to comply with the submission or disclosure requirements in its annual report
filing covering the fiscal year ended December 31, 2022.







On December 16, 2021, PCAOB issued a report
on its determinations that PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered
in mainland China and in Hong Kong, a Special Administrative Region of the People’s Republic of China (PRC), because of positions
taken by PRC authorities in those jurisdictions. The PCAOB made these determinations pursuant to PCAOB Rule 6100, which provides a framework
for how the PCAOB fulfills its responsibilities under the HFCAA. The report further listed in its Appendix A and Appendix B, Registered
Public Accounting Firms Subject to the Mainland China Determination and Registered Public Accounting Firms Subject to the Hong Kong Determination,
respectively. The audit report included in this registration statement for the year ended December 31, 2020, was issued by CZD CPA, an
audit firm headquartered in Hong Kong, a jurisdiction that the PCAOB has determined that the PCAOB is unable to conduct inspections or
investigate auditors. Our auditors CZD CPA is among those listed by the PCAOB Hong Kong Determination, a determination announced by the
PCAOB on December 16, 2021 that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered
in Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong
Kong. The lack of access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures
of the auditors based in China. As a result, the investors may be deprived of the benefits of such PCAOB inspections. The inability of
the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firms’
audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections. In
addition, under the HFCAA, our securities may be prohibited from trading on the U.S. stock exchanges or in the over the counter trading
market in the U.S. if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in our common
stock being delisted. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act
(“AHFCAA”), which, if enacted, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading
on any U.S. stock exchange or in the over the counter trading market in the U.S. if its auditor is not subject to PCAOB inspections for
two consecutive years instead of three. In the future, if we do not engage an auditor that is subject to regular inspection by the PCAOB,
our common stock and warrants may be delisted.





















19












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, or 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 enactment of the HFCAA and the implications
of any additional rulemaking efforts to increase U.S. regulatory access to audit information in China could cause investor uncertainty
for affected SEC registrants, including us, and the market price of our stock could be materially adversely affected. Additionally, whether
the PCAOB will be able to conduct inspections of our auditors in the next three years (or two years if the AHFCAA is enacted) or at all,
is subject to substantial uncertainty and depends on a number of factors out of our control. If we are unable to meet the PCAOB inspection
requirement in time, our securities will not be permitted for trading “over-the counter” either. Such a delisting would substantially
impair your ability to sell your common stock and warrants when you wish to do so, and the risk and uncertainty associated with delisting
would have a negative impact on the price of our securities. Also, such a delisting would significantly affect our ability to raise capital
on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition and prospects.





The HFCAA requires, among other things, for the
SEC to identify public companies that that have retained a registered public accounting firm to issue an audit report where the firm has
a branch or office that: (1) is located in a foreign jurisdiction, and (2) PCAOB has determined that it is unable to inspect or investigate
completely because of a position taken by an authority in the foreign jurisdiction. On March 30, 2022, the Company was provisionally identified
by the SEC as an issuer under the HFCAA and given 15 business days (April 20, 2022) to contact the SEC with evidentiary proof claiming
that they have been incorrectly identified under the HFCAA. The Company intends to contact the Commission by April 20, 2022 and provide
evidentiary support that the Company should be removed from the SEC’s list of issuers identified under the HFCAA. There can be no
assurances that the SEC will remove the Company from the list of issuers identified under the HFCAA.







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), XFC, in which
we have no ownership interest and rely on a series of contractual arrangements with XFC 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 our VIE, which could render us unable to conduct some or all of our business operations and constrain
our growth.








Our VIE, XFC, 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 VIE, and if we are unable to maintain the Class A construction 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 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 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 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.





















20












Recently, 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, 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 and China exposes us to political, legal and economic risks. In particular, the political, legal and economic climate
in China, both nationally and regionally, is fluid and unpredictable. Our ability to operate in China may be adversely affected by changes
in U.S. and Chinese laws and regulations such as those related to taxation, import and export tariffs, environmental regulations, genetically
modified microorganisms (GMM), land use rights, product testing requirements, intellectual property, currency controls, network security,
and other matters. In addition, we may not obtain or retain the requisite permits to operate in China, and costs or operational limitations
may be imposed in connection with obtaining and complying with such permits. In addition, Chinese trade regulations are in a state of
flux, and we may become subject to other forms of taxation, tariffs and duties in China. Furthermore, our counterparties in China may
use or disclose our confidential information or intellectual property to competitors or third parties, which could result in the illegal
distribution and sale of counterfeit versions of our products. If any of these events occur, our business, financial condition and results
of operations could be materially and adversely affected.





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 counter-measures 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.







Risks Related to Our Stockholders and Purchasing
Units.





While we are seeking to list our common
stock and warrants on Nasdaq, there is no assurance that either of such securities will be listed on Nasdaq.





While we are seeking to list our common stock
and warrants on the Nasdaq Capital Market, we cannot ensure that either of such securities will be accepted for listing on Nasdaq. Should
our warrants be rejected for listing on Nasdaq, we will seek to have our warrants quoted on the OTC Markets, in which event the trading
price of our warrants could suffer, the trading market for our warrants may be less liquid, and our warrant price may be subject to increased
volatility. If we fail to have our warrants quoted on the OTC Markets, there will be no public market for our warrants.





Investors in this offering will experience
immediate and substantial dilution in net tangible book value.





The public offering price per unit is substantially
higher than the net tangible book value per share of our outstanding shares of common stock. As a result, investors in this offering will
incur immediate dilution of $3.69 per share, based on the public offering price of $4.50 per unit. Investors in this offering will pay
a price per unit that substantially exceeds the book value of our assets after subtracting our liabilities. To the extent that the warrants
sold in this offering are exercised, you will experience further dilution. See “

Dilution

” for a more complete description
of how the value of your investment will be diluted upon the completion of this offering.





















21












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.






In our
Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 23, 2022, we identified certain material
weaknesses in our internal controls. Specifically,

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). Furthermore, we have not developed and effectively communicated to our employees the accounting
policies and procedures necessary to maintain effective controls over the control environment.

and
lack staffing in accounting and finance operations.





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.





Our management will have broad discretion
over the use of any net proceeds from this offering and you may not agree with how we use the proceeds, and the proceeds may not be invested
successfully.





Our management will have broad discretion as to
the use of any net proceeds from this offering and could use them for purposes other than those contemplated at the time of this offering
and in ways that do not necessarily improve our results of operations or enhance the value of our common stock. Accordingly, you will
be relying on the judgment of our management with regard to the use of any proceeds from this offering and you will not have the opportunity,
as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the proceeds will
be invested in a way that does not yield a favorable, or any, return for you.





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 million
(200,000,000) shares of common stock, of which approximately 183,767,850 will remain available for issuance after this offering, including
(i) shares of common stock issuable upon the exercise of our outstanding preferred stock and warrants; (ii) awards reserved for issuance
under our 2018 Plan; (iii) shares issuable upon the exercise of the underwriters’ over-allotment option; (iv) the warrants underlying
the units sold in this offering and (v) the Representative Warrants. 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, if our common stock is listed on Nasdaq,
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 49.27% of the shares of common stock
that will be outstanding following this offering (including a total of 7,685,000 shares issuable pursuant to exercise of outstanding warrants
other than the warrants underlying the Units being sold pursuant to this offering and 80,000 shares of common stock issuable upon the
exercise of 80,000 shares of outstanding Series A Preferred Stock) are both “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.





















22












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 or warrants may not develop.





Our common stock and warrants are expected to
trade on Nasdaq as of the effective date of the registration statement of which this prospectus forms a part. An active trading market
for our common stock or warrants may never develop or be sustained. If an active market for our common stock or warrants does not continue
to develop or is not sustained, it may be difficult for investors to sell shares of their shares of common stock or warrants 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
and warrants.





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 we have applied to have our common stock
and the warrants underlying the units sold in this offering listed for trading on the Nasdaq Capital Market in connection with this
offering, we cannot assure you that our application will be approved or even if approved, that we will maintain listing on Nasdaq or
another national exchange. Our common stock is currently quoted on the OTC Pink tier, which is not an exchange. Initial listing on a
national securities exchange is subject to a variety of requirements, including minimum trading price and minimum public “float”
requirements, and could also be affected by the general skepticism of such markets concerning companies that are the result of mergers
with inactive publicly-held companies. There are also continuing eligibility requirements for companies listed on public trading markets.
If we are unable to satisfy the initial or continuing eligibility requirements of any such market, then our common stock and warrants
may not be listed or 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 valuation 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.





















23












The trading prices of our common stock
and warrants 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 and warrants 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;







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;







the impact of the COVID-19 pandemic on capital markets;







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; and










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 the current or anticipated impact of
military conflict and related sanctions imposed on Russia by the United States and other countries due to Russia’s recent invasion
of Ukraine.





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.





















24












Moreover, securities markets may from time to
time experience significant price and volume fluctuations for reasons unrelated to operating performance of particular companies, such
as the uncertainty associated with the COVID-19 pandemic. These market fluctuations may adversely affect the price of our common stock
and other interests in our Company at a time when you want to sell your interest in us.





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





This prospectus covers 1,788,889 shares of common
stock and 1,788,889 shares of common stock issuable upon the exercise of the warrants underlying the units. If the holders of these securities
were to attempt to sell a substantial amount of their holdings at once, the market prices of our common stock and warrants 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 or warrants may be
affected by limited trading volume and price fluctuations, which could adversely impact the value of our common stock or warrants.





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
or warrants 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
and warrants 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 and warrants 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, to support our operations and to 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. See “

Dividend
Policy

.”





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 our Company. In addition, investment banks may be less likely to agree
to underwrite secondary offerings on our behalf than they might 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 our Company 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.







Because we were
a shell company before we conducted a reverse merger, holders of restricted shares will not be able to rely on exemption Rule 144 to resell
their shares unless we comply with Rule 144(i).






Additional risks may exist as a result of our
becoming a public reporting company through a “reverse merger.” Certain SEC rules are more restrictive when applied to reverse
merger companies, such as the ability of stockholders to re-sell their shares pursuant to Rule 144.





















25












Historically, the SEC has taken the position that
Rule 144 under the Securities Act is not available for the resale of securities initially issued by companies that are, or previously
were, blank check companies, to their promoters or affiliates despite technical compliance with the requirements of Rule 144. The SEC
has codified and expanded this position in its amendments effective on February 15, 2008, which applies to securities acquired both before
and after that date by prohibiting the use of Rule 144 for resale of securities issued by shell companies (other than business transaction
related shell companies) or issuers that have been at any time previously a shell company. The SEC has provided an important exception
to this prohibition, however, if the following conditions are met:













·


the issuer of the securities that was formerly a shell company has ceased to be a shell company;












·


the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act;












·


the issuer of the securities has filed all Exchange Act reports and material required to be filed, as
applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other
than Form 8-K reports; and












·


at least one year has elapsed from the time that the issuer filed current Form 10 type information with
the SEC reflecting its status as an entity that is not a shell company.




In addition, for proposed
sales under Rule 144(i)(2), there must be adequate current information about the issuing company publicly available before the sale can
be made. For reporting companies, this generally means that the companies have complied with the periodic reporting requirements of the
Exchange Act. As such, due to the fact that we were a shell company until the effective time of the reverse merger, holders of “restricted
securities” within the meaning of Rule 144 will be subject to the above conditions.





Warrants are speculative in nature.





The warrants offered in this offering do not
confer any rights of common stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely
represent the right to acquire shares of our common stock at a fixed price for a limited period of time. Specifically, commencing on
the date of issuance, holders of the warrants may exercise their right to acquire the common stock and pay an assumed exercise price
of $5.625 per share (125% of the assumed $4.50 public offering price per unit), from time to time, until the fifth anniversary from the
date of issuance, after which date any unexercised warrants will expire and have no further value. In addition, there is no established
trading market for the warrants and, although we have applied to list the warrants underlying the units sold in this offering on Nasdaq,
there can be no assurance that an active trading market will develop or be sustained.





The warrants may not have any value
and if an active, liquid trading market for the warrants does not develop, you may not be able to sell your warrants quickly or at or
above the price you paid for them.





Prior to this offering, there has been no
public market for any of our warrants. We have applied to have our warrants listed on the Nasdaq Capital Market. However, there can
be no assurance that such listing will be approved. An active trading market may not develop for the warrants to be sold in this
offering or, if developed, may not be sustained, and the market for the warrants may be highly volatile or may decline regardless of
our operating performance. The lack of an active market may impair your ability to sell your warrants at the time you wish to sell
them or at a price that you consider reasonable. Each warrant will have an assumed exercise price equal to $5.625 (125% of the
assumed $4.50 offering price per unit) and will be exercisable from the date of issuance until the third anniversary of the issue
date. In the event that our common stock price does not exceed the exercise price of the warrants during the period when the
warrants are exercisable, the warrants may not have any value.





Since the warrants are executory contracts,
they may have no value in a bankruptcy or reorganization proceeding.





In the event a bankruptcy or reorganization proceeding
is commenced by or against us, a bankruptcy court may hold that any unexercised warrants are executory contracts that are subject to rejection
by us with the approval of the bankruptcy court. As a result, holders of the warrants may, even if we have sufficient funds, not be entitled
to receive any consideration for their warrants or may receive an amount less than they would be entitled to if they had exercised their
warrants prior to the commencement of any such bankruptcy or reorganization proceeding.





















26












Holders of our warrants will have
no rights as a common stockholder until they acquire our common stock.





Until investors acquire shares of our common stock
upon exercise of the warrants being offered in this offering, they will have no rights with respect to our common stock such as voting
rights or the right to receive dividends. Upon exercise of such warrants, holders will be entitled to exercise the rights of a common
stockholder only as to matters for which the record date occurs after the exercise date.





Provisions of the warrants offered
by this prospectus could discourage an acquisition of us by a third party.





Certain provisions of the warrants offered by
this prospectus could make it more difficult or expensive for a third party to acquire us. The warrants prohibit us from engaging in certain
transactions constituting “fundamental transactions” unless, among other things, the surviving entity assumes our obligations
under the warrants. These and other provisions of the warrants offered by this prospectus could prevent or deter a third party from acquiring
us even where the acquisition could be beneficial to you.





If we do not file and maintain a current
and effective prospectus relating to the common stock issuable upon exercise of the warrants, holders will only be able to exercise such
warrants on a “cashless basis.”





If we do not file and maintain a current and effective
registration statement relating to the common stock issuable upon exercise of the warrants at the time that holders wish to exercise such
warrants, they will only be able to exercise them on a “cashless basis” provided that an exemption from registration is available.
As a result, the number of shares of common stock that holders will receive upon exercise of the warrants will be fewer than it would
have been had such holder exercised his warrant for cash. Further, if an exemption from registration is not available, holders would not
be able to exercise on a cashless basis and would only be able to exercise their warrants for cash if a current and effective registration
statement relating to the common stock issuable upon exercise of the warrants is available. Under the terms of the underwriting agreement,
we have agreed to use our best efforts to meet these conditions and to file and maintain a current and effective registration statement
relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you
that we will be able to do so. If we are unable to do so, the potential “upside” of the holder’s investment in our Company
may be reduced or the warrants may expire worthless.





An investor will only be able to exercise
his, her, or its warrant if the issuance of shares of common stock upon such exercise has been registered or qualified or is deemed exempt
under the securities laws of the state of residence of the holder of the warrants.





No warrants will be exercisable and we will not
be obligated to issue shares of common stock unless the shares of common stock issuable upon such exercise has been registered or qualified
or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. If the shares of common stock
issuable upon exercise of the warrants are not qualified or exempt from qualification in the jurisdictions in which the holders of the
warrants reside, the warrants may be deprived of any value, the market for the warrants may be limited and they may expire worthless if
they cannot be sold.





We may amend the terms of the warrants
in a way that may be adverse to holders with the approval by the holders of a majority of the then outstanding warrants.





The Warrant Agreement provides that the terms
of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision. All other modifications
or amendments, including any amendment to increase the exercise price of the warrants or shorten the exercise period of the warrants,
shall require the written consent of the registered holders of a majority of the then outstanding warrants which may be contrary to your
interests.





The warrants may have an adverse effect
on the market price of our common stock and make it more difficult to effect a business combination.





We will be issuing warrants to purchase shares
of common stock as part of this offering. To the extent we issue shares of common stock to effect a future business combination, the potential
for the issuance of a substantial number of additional shares upon exercise of the warrants could make us a less attractive acquisition
vehicle in the eyes of a target business. Such warrants, when exercised, will increase the number of issued and outstanding shares of
common stock and reduce the value of the shares issued to complete the business combination. Accordingly, the warrants may make it more
difficult to effectuate a business combination or increase the cost of acquiring a target business. Additionally, the sale, or even the
possibility of sale, of the shares of common stock underlying the warrants could have an adverse effect on the market price for our securities
or on our ability to obtain future financing. If and to the extent the warrants are exercised, you may experience dilution to your holdings.





















27












Our Warrant Agreement will designate
the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive
forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of
warrant holders to obtain a favorable judicial forum for disputes with our Company.





Our Warrant Agreement will provide that, subject
to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the Warrant Agreement, including
under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for
the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive
forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum.





Notwithstanding the foregoing, these provisions
of the Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim
for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing
or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions
in our Warrant Agreement.





If any action, the subject matter of which is
within the scope of the forum provisions of the Warrant Agreement, is filed in a court other than courts of the State of New York or the
United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants,
such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of
New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s
counsel in the foreign action as agent for such warrant holder.





This choice-of-forum provision may limit a warrant
holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our Company, which may discourage
such lawsuits. Alternatively, if a court were to find this provision of our Warrant Agreement inapplicable or unenforceable with respect
to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters
in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result
in a diversion of the time and resources of our management and Board.





The market price of our securities
may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares of common stock
or warrants at or above the public offering price.





The price of our common stock and warrants in
this offering will be determined through negotiations between the underwriters and us and may vary from the market price of our common
stock and warrants immediately prior to or following our offering. If you purchase units in our public offering, you may not be able to
resell shares of our common stock or warrants at or above the public offering price. We cannot assure you that the public offering price
of our common stock and warrants, or the market price following our public offering, will equal or exceed the trading price of our stock
on the OTC prior to our public offering. All investments in securities involve the risk of loss of capital. No guarantee or representation
is made that an investor will receive a return of its capital. The market price of our common stock and warrants may fluctuate significantly
in response to numerous factors, including development problems, regulatory issues, technical issues, commercial challenges, competition,
legislation, government intervention, industry developments and trends and general business and economic conditions, many of which are
beyond our control, including those risks set forth in this prospectus. Following this offering, the public price of our common stock
and warrants in the secondary market will be determined by private buy and sell transaction orders collected from broker-dealers.





If listed, we may not be able to satisfy
listing requirements of Nasdaq to maintain a listing of our common stock or warrants.





If our common stock and warrants are listed on
Nasdaq, 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 or warrants, our common stock or warrants 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 or warrants from Nasdaq may materially impair our stockholders’ ability to buy and sell our common stock and warrants
and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock and warrants.
In addition, the delisting of our common stock or warrants could significantly impair our ability to raise capital.





















28












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





We are an “emerging growth company,”
as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are not applicable
to other public companies that are not “emerging growth 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. We cannot predict if investors
will find our common stock less attractive because we may rely on these exemptions. If some investors find our securities less attractive
as a result, there may be a less active trading market for our common stock and warrants and the price of such securities may be more
volatile.





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 $1.07 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.





Our status as an “emerging growth
company” under the JOBS Act may make it more difficult to raise capital as and when we need it.





Because of the exemptions from various reporting
requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying
with new or revised financial accounting standards, we may be less attractive to investors, and it may be difficult for us to raise additional
capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that
our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and
when we need it, our financial condition and results of operations may be materially and adversely affected.





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 U.S. Securities and Exchange Commission (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, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.





















29












Existing stockholders may sell significant
quantities of common stock.





The existing stockholders will beneficially own
approximately 53% of our common stock following the successful completion of this offering. Notwithstanding that certain officers and
directors and 5% or more stockholders will be locked up for a period of 180 days following the completion of this offering, they may have
acquired their shares at a lower price than that of this offering. Accordingly, they may be incentivized to sell all or part of their
holdings as soon as any applicable transfer restrictions have ended and such sales could have a negative impact on the market price of
our securities.





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 securities 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.






In addition to the above risks, businesses
are often subject to risks not foreseen or fully appreciated by management. In reviewing this filing, potential investors should keep
in mind that other possible risks may adversely impact the Company’s business operations and the value of the Company’s securities.





























































30














SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS





This prospectus contains “forward-looking
statements.” Forward-looking statements reflect the current view about future events. When used in this prospectus, the words “anticipate,”
“believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or
the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such
statements, include, but are not limited to, statements contained in this prospectus relating to our business strategy, our future operating
results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions
regarding our business, the economy and other future conditions. Because forward–looking statements relate to the future, they are
subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially
from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance
of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could
cause actual results to differ materially from those in the forward-looking statements include, without limitation:










































































our ability to effectively operate our business segments;







our ability to manage our research, development, expansion, growth and operating expenses;







our ability to evaluate and measure our business, prospects and performance metrics;







our ability to compete, directly and indirectly, and succeed in a highly competitive and evolving industry;







our ability to respond and adapt to changes in technology and customer behavior;







our ability to develop, maintain and enhance a strong brand; and







other factors (including the risks contained in the section of this prospectus entitled “

Risk Factors

”) relating to our industry, our operations and results of operations.




Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed,
estimated, expected, intended or planned.





Factors or events that could cause our actual
results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results,
levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform these statements to actual results.





























31














USE OF PROCEEDS





We estimate that the net proceeds from the
sale of units will be approximately $6.88 million, or approximately $7.99 million if the underwriters exercise in full the
over-allotment option to purchase additional shares, based on an assumed public offering price of $4.50 per unit, and if the units
are sold at the top of the estimated range at $5.00 per unit, net proceeds to us would be approximately $7.72 million, after deducting
the estimated underwriting discounts and commissions and estimated offering expenses payable by us. This estimate excludes the proceeds,
if any, from the exercise of the warrants in this offering. If all of the warrants sold in this offering were to be exercised in cash
at an assumed exercise price of $5.625 per share, we would receive additional net proceeds of approximately $10.1 million. We cannot
predict when or if the warrants will be exercised. It is possible that the warrants may expire and may never be exercised.





We intend to use the net proceeds from this offering,
and any proceeds from the exercise of the warrants underlying the units, for the following purposes:
































































































Proceeds:


Amount:


Gross proceeds


$

8,050,000


Discounts



(644,000

)

Accountable expenses



(150,000

)

Estimated printing, transfer agent, warrant agent and other expenses



(375,000

)

Net Proceeds


$

6,881,000







Uses:





Investment and building of RAS tanks


$

2,500,000


Fish farm working capital



2,500,000


Acquisition of fish farm land



1,000,000


Working capital



881,000


Total


$

6,881,000





This offering will allow us to invest and build
a U.S. fish farm. We intend to use a portion of the net proceeds to acquire land in the U.S. suitable for building RASs. To date, we do
not have any letters of intent or binding agreements for any acquisitions. The fish farming capital is the cost of raising fish, including
the fingerlings, fish feeds and labor costs.





Each $1.00 increase (decrease) in the
assumed public offering price of $4.50 per units would increase (decrease) the net proceeds to us from this offering by
approximately $1.65 million, or approximately $1.89 million if the underwriters exercise their over-allotment option in
full, assuming the number of units offered by us, as set forth on the cover page of this prospectus, remain the same and after
deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.





The use of the proceeds represents management’s
estimates based upon current business and economic conditions. We reserve the right to use the net proceeds we receive in the offering
in any manner we consider to be appropriate. Although we do not contemplate changes in the proposed use of proceeds, to the extent we
find that adjustment is required for other uses by reason of existing business conditions, the use of proceeds may be adjusted. The actual
use of the proceeds of this offering could differ materially from those outlined above as a result of several factors including those
set forth under “

Risk Factors

” and elsewhere in this prospectus.





The foregoing information is an estimate based
on our current business plan. Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety
of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities.
We anticipate that the proceeds from this offering will enable us to further grow the business and increase cash flows from operations,
although there can be no assurance that will achieve such growth.





















32














DETERMINATION OF
OFFERING PRICE





The offering price of the units will be negotiated
between the Representatives and us considering our historical performance and capital structure, prevailing market conditions, and overall
assessment of our business. Each unit consists of one share of our common stock and a warrant to purchase one share of our common stock.







MARKET FOR COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS





Our common stock is currently quoted on the OTC
pink sheets under the trading symbol “NCRA.” Quotations on the OTC reflect inter-dealer prices, without retail mark-up, mark-down
commission, and may not represent actual transactions. On March 31, 2022, the reported closing price of our common stock was $5.30 per
share.





Nasdaq Listing Application





Our common stock is currently quoted on the OTC
pink sheets under the symbol “NCRA.” In connection with this offering, we have applied to have our common stock and warrants
underlying the units sold in this offering listed on the Nasdaq Capital Market under the symbols “NCRA” and “NCRAW,”
respectively, which listing is a condition to this offering. If our listing application is approved, we expect to list our common stock
and the warrants offered in this offering on Nasdaq upon consummation of this offering, at which point our common stock will cease to
be traded on the OTC. There can be no assurance that our listing application will be approved. This offering will occur only if Nasdaq
or another securities exchange approves the listing of our common stock and warrants. If Nasdaq or another U.S. securities exchange does
not approve the listing of our common stock and warrants, we will not proceed with this offering. There can be no assurance that our
common stock and warrants will be listed on the Nasdaq or another securities exchange. For more information see the section “

Risk
Factors

.”





Holders





As of April 1, 2022, there were
10,707,150 shares of common stock issued and outstanding and 478 stockholders of record of our common stock. The number of
stockholders of record does not include certain beneficial owners of our common stock whose shares are held in the names of various
dealers, clearing agencies, banks, brokers and other fiduciaries.





Transfer Agent





Our transfer agent is Mountain Share Transfer,
LLC with offices located at





2030
Powers Ferry Rd Suite # 212, Atlanta, GA 30339

. Our transfer agent also will serve as the Warrant Agent for the warrants sold in
this offering.























33














DIVIDEND POLICY





We have not declared any cash dividends since
inception and we do not anticipate paying any dividends in the foreseeable future. Instead, we anticipate that all of our earnings will
be used to provide working capital, to support our operations, and to finance the growth and development of our business. The payment
of dividends is within the discretion of the Board and will depend on our earnings, capital requirements, financial condition, prospects,
applicable Nevada law, which provides that dividends are only payable out of surplus or current net profits, and other factors our Board
might deem relevant. There are no restrictions that currently limit our ability to pay dividends on our common stock other than those
generally imposed by applicable state law.







CAPITALIZATION





The following table sets forth our consolidated
cash and capitalization, as of December 31, 2021. Such information is set forth on the following basis:













·


on an actual basis; and












·


on a pro forma as adjusted basis, giving effect to the sale by us of 1,788,889 units at an assumed public
offering price of $4.50 per unit, after deducting underwriting discounts and commissions and estimated offering expenses.




You should read the


following
table in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and our financial statements and related notes included in this prospectus.








The pro forma
as adjusted information set forth below is illustrative only and will be adjusted based on the actual public offering price and other


terms of this offering determined at pricing.
















































































































































As of December 31, 2021




Actual



Pro Forma


Cash


$

2,444,409



$

9,325,409


Short term liabilities, including deferred revenue due within one year


$

2,100,685



$

2,100,685


Total liabilities including lease obligations - net of current portion


$

2,100,685



$

2,100,685











Stockholders’ equity:









Common stock, $0.001 par value, 200,000,000 shares authorized, 10,607,150 shares issued and outstanding


$

10,607



$

12,396


Preferred Stock, $0.001 par value, 10,000,000 authorized, 2,000,000 designated as Series A Preferred
Stock, 80,000 shares of Series A Preferred Stock issued and outstanding



80




80


Additional paid-in capital



14,472,705




21,353,705


Retained earnings (deficit)



(9,918,553

)



(9,918,553

)










Total stockholders’ equity


$

4,769,964




11,652,753





















34














DILUTION





If you invest in our units in this offering, your
interest will be diluted to the extent of the difference between the assumed public offering price per share of common stock that is part
of the unit and the as adjusted net tangible book value per share of common stock immediately after this offering.





Our net tangible book value is the amount of
our total tangible assets less our total liabilities. Our net tangible book value as of December 31, 2021 was $4,437,924, or $0.4184
per share of common stock.





Pro forma as adjusted net tangible book value
is our net tangible book value after taking into account the effect of the sale of units in this offering at the assumed public offering
price of $4.50 per unit, the midpoint of the price range per unit (with no attribution to the warrants) and after deducting the underwriting
discounts and commissions and other estimated offering expenses payable by us. Our pro forma as adjusted net tangible book value as of
December 31, 2021 would have been approximately $11.32 million, or $0.91 per share. This amount represents an immediate increase in as
adjusted net tangible book value of approximately $0.49 per share to our existing stockholders, and an immediate dilution of $3.59 per
share to new investors participating in this offering. Dilution per share to new investors is determined by subtracting pro forma as
adjusted net tangible book value per share after this offering from the public offering price per share paid by new investors.





The following table illustrates this per share
dilution

(1)

:

















































Assumed public offering price per share (attributing no value to the warrants)




$



4.5




Historical net tangible book value per share as of
December 31, 2021




$



0.4184




Increase in as adjusted pro forma net tangible book value per share attributable to the offering




$



6,881,000




Pro forma net tangible book value (deficit) per share
as of December 31, 2021




$



11,318,924




Pro forma as adjusted net tangible book value per share after giving effect to this offering




$



0.91




Dilution in net tangible book value per share to new investors




$



3.59






































































(1)

Does not include:






80,000 shares of common stock issuable upon the conversion of 80,000 shares of Series A Preferred Stock;




4,000,000 shares of common stock issuable upon the exercise of Series A Warrants for $0.50 per share;




1,105,000 shares of common stock issuable upon the exercise of outstanding Class A warrants for $0.50 per share;




650,000 shares of common stock issuable upon the exercise of outstanding Class B warrants for $1.00 per share;




940,000 shares of common stock issuable upon the exercise of outstanding Class C warrants for $2.50 per share;




940,000 shares of common stock issuable upon the exercise of outstanding Class D warrants for $5.00 per share; and




10,000,000 shares of common stock reserved for issuance under our 2018 Stock Option and Award Incentive Plan.




1,788,889 shares of common stock issuable upon the exercise of the warrants underlying the units sold in this offering;




268,333 shares of common stock issuable upon the exercise of the Underwriters’ over-allotment option;




268,333 shares of common stock issuable upon the exercise of 268,333 warrants underlying the Underwriters’ over-allotment option; and




89,445 shares of common stock issuable upon exercise of the Representative Warrants.




A $1.00 increase (decrease) in the assumed public
offering price of $4.50 per unit would increase (decrease) the as adjusted net tangible book value per share by $0.13, and the dilution
per share to new investors in this offering by $0.87, assuming the number of units offered by us, as set forth on the cover page
of this prospectus, remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable
by us.





The information above assumes that the underwriters
do not exercise their over-allotment option. If the underwriters exercise the over-allotment Option in full, the as adjusted net tangible
book value will increase to $1.1309 per share, representing an immediate increase to existing stockholders of $0.7125 per share and
an immediate dilution of $4.37 per share to new investors.





To the extent that outstanding options or warrants
are exercised, you will experience further dilution. In addition, we may choose to raise additional capital due to market conditions or
strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional
capital is raised through the sale of equity or convertible debt securities, the issuance of these securities may result in further dilution
to our stockholders.





















35
















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







You should
read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial
statements and the related notes appearing at the end of this prospectus. Some of the information contained in this discussion and analysis
or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing,
includes forward-looking statements that involve risks, uncertainties and assumptions. You should read the “Special Note Regarding
Forward-Looking Statements” and “Risk Factors” sections of this prospectus for a discussion of important factors that
could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in
the following discussion and analysis.






Overview





As of December 31, 2019, we provide land-based
recirculation aquaculture systems (“RASs”) 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 October 2020, the government of Taiwan began
supporting the Green Power and Solar Sharing Fish Farms initiative. In light 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. Since
then, the Company only conducts operations in Taiwan. The Company does not currently have any intentions on conducting operations in
China or Hong Kong. However, GZ GST may be involved with RASs manufacturing in the near future.





Effective December 31, 2020, Nocera and Xin Feng
Construction Co., Ltd. (“XFC”), a funded limited liability company registered in Taiwan (R.O.C.), entered into a series of
contractual agreements (“XFC VIE Agreements”), whereby Nocera agreed to provide technical consulting and related services
to XFC. As a result, Nocera has been determined to be the primary beneficiary of XFC and XFC became a variable interest entity of Nocera,
and XFC will shift focus to support the construction activities of RASs fish farms of our clients and the development of the Company-owned
and operated fish farms.





As of September 30, 2021, the Company launched
its 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.





The Company employs a sales and marketing strategy
targeting Taiwan government-supported solar fish farms. The Company is planning on expanding its 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 build fish farming demo sites
in the United States, Taiwan by the end of 2022, and Brazil in 2023 to promote our fish farming systems to the global market.





Effects of the COVID-19 Pandemic





The current outbreak of COVID-19 has globally
resulted in loss of life, business closures, restrictions on travel, and widespread cancellation of social gatherings. The spread of COVID-19
has begun to cause some business disruption resulting in reduced net revenue in December 2019. While the disruption is currently expected
to be temporary, there is considerable uncertainty around the duration. Therefore, the Company expects this matter to negatively impact
its operating results.





The extent to which the COVID-19 pandemic impacts
our business will depend on future developments, which are highly uncertain and cannot be predicted at this time, including:





























new information which may emerge concerning the severity of the disease;







the duration and spread of the outbreak;























36





























































the severity of travel restrictions imposed by geographic areas in which we operate, mandatory or voluntary business closures;







regulatory actions taken in response to the pandemic, which may impact merchant operations, consumer and merchant pricing, and our product offerings;







other business disruptions that affect our workforce;







the impact on capital and financial markets; and







actions taken throughout the world, including in markets in which we operate, to contain the COVID-19 outbreak or treat its impact.




In addition, the current outbreak of COVID-19
has resulted in a widespread global health crisis and adversely affected global economies and financial markets, and similar public health
threats could do so in the future.





Substantially all our revenues were concentrated
in China and Taiwan pending expansion into other international markets. Consequently, our results of operations will likely be adversely,
and may be materially affected, to the extent that the COVID-19 pandemic or any epidemic harms China’s or Taiwan’s economy
and society and the global economy in general. Any potential impact to our results will depend on, to a large extent, future developments
and new information that may emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by government authorities
and other entities to contain the COVID-19 pandemic or treat its impact, almost all of which are beyond our control. If the disruptions
posed by the COVID-19 pandemic or other matters of global concern continue for an extensive period of time, the operations of our business
may be materially adversely affected.





To the extent the COVID-19 pandemic or a similar
public health threat has an impact on our business, it is likely to also have the effect of heightening many of the other risks described
in the “

Risk Factors

” section.






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 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 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.































37


















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.





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.





As of December 31, 2021 and 2020, there
are no assets or liabilities that are measured and reported at fair value on a recurring basis.







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, 2021 and 2020 were $2,444,009 and $1,023,531, 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 a concert, 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






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.





















38












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.





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



































Useful life




Leasehold improvements




Shorter of the remaining lease terms and estimated useful lives



Furniture and fixture




5 years



Equipment




3 years



Vehicle




5 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.









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.





















39












In the opinion of management, all adjustments
(which include normal recurring adjustments) necessary to present a fair presentation of the Company’s unaudited condensed consolidated
financial position as of December 31, 2021, its consolidated results of operations for the year ended December 31, 2021, cash flows for
the year ended December 31, 2021 and change in equity for the year ended December 31, 2021, as applicable, have been made.





Critical accounting policies are those that
we consider the most critical to understanding our financial condition and results of operations.







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.







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










The Company has early adopted ASU 2014-09,
Revenue from Contracts with Customers (Topic 606) and all subsequent ASUs that modified ASC 606 on January 1, 2017.





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, the Company applies
the following steps:











Ÿ



Step 1: Identify the contract(s) with a customer











Ÿ



Step 2: Identify the performance obligations in the contract











Ÿ



Step 3: Determine the transaction price











Ÿ



Step 4: Allocate the transaction price to the performance obligation in the contract











Ÿ



Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation





The Company considered revenue is recognized
when (or as) the Company satisfies 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 the Company expects 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.





The Company does not have arrangements for
returns from customers and does not have any future obligations directly or indirectly related to services resale by customers. The Company
has no sales incentive programs.





The Company provides 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, the Company expects to recognize
the revenue according to the delivery of products. For performance obligation related to maintenance service warranties, the Company expects
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, the Company recognizes the
revenue ratably upon the satisfaction over the estimated economic life of the license.





















40












The Company does 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 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.







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.





The Company 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, The Company 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








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, 2021 and 2020, 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.







Foreign Currency Translation and Transactions






The Company’s reporting currency is the
United States dollar (“US$”). The functional currency of our VIE in Taiwan is NT, and the functional currency of our Hong
Kong subsidiary is Hong Kong dollars (“HK$”). The functional currency of PRC companies is the Renminbi (“RMB”).
In the consolidated financial statements, the financial information of 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, 2021 and 2020
are 6.4854 and 6.5249, respectively. The annual average exchange rates for the year ended December 31, 2021 and 2020 are 6.3700 and 6.8996,
respectively.





















41














(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.






Results of Operations







The following table sets forth the consolidated
statements of operations of the Company for the years ended December 31, 2021 and 2020.






Consolidated Statements of Operations













For the years ended December 31,




























































































































































































































































































































































































































2021



2020


Net Sales


$

9,945,325



$

1,170,156


Cost of sales



(9,000,733

)



(526,343

)

Gross profit



944,592




643,813











Operating expenses









General and administrative expenses



(10,419,684

)



(1,325,696

)

Total operating expenses



(10,419,684

)



(1,325,696

)










Loss from operations



(9,475,092

)



(681,883

)










Other income (expense)



(4,055

)



36


Loss before income taxes



(9,479,147

)



(681,847

)










Income tax (expense) benefit



(139,932

)



42,777


Net loss



(9,619,079

)



(639,070

)










Less: Net loss attributable to non-controlling interests








(6,705

)

Net loss attributable to the Company


$

(9,619,079

)


$

(632,365

)










Comprehensive (loss) income









Net loss



(9,619,079

)



(639,070

)

Foreign currency translation income (loss)



63,248




31,081


Total comprehensive loss



(9,555,831

)



(607,989

)



















Less: Net loss attributable to non-controlling interest








(6,705

)

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








(499

)

Comprehensive loss attributable to the Company


$

(9,555,831

)


$

(600,785

)










Loss per share









Basic


$

(1.0500

)


$

(0.0538

)

Diluted


$

(1.0500

)


$

(0.0538

)










Weighted average number of common shares outstanding









Basic



9,160,862




11,752,447


Diluted



9,160,862




11,752,447





























42















Comparison of Results of Operations for the years ended December
31, 2021 and December 31, 2020







Revenue










Revenue for the year ended December 31, 2021
was approximately $9.9 million compared to approximately $1.2 million for the comparable period in 2020. The revenue for the year ended
December 31, 2021 was mainly generated from the inventory sales. The revenue for the year ended December 31, 2020 was driven by the deferred
revenue recognition of the exclusive sales agency license revenue from JCD of selling our fish farming containers in Asia Pacific.





Revenue for the year ended December 31, 2021
was approximately $9.9 million compared to approximately $1.2 million for the comparable period in 2020. The revenue for the year ended
December 31, 2021 was mainly generated from XFC delivery of construction services to its customers. The revenue for the year ended December
31, 2020 was driven by the deferred revenue recognition of the exclusive sales agency license revenue from JCD of selling our fish farming
containers in Asia Pacific. As of December 31, 2021, the Company and JCD mutually agreed to termination of the Regional Agency Cooperation
Agreement dated as of September 2019, as amended by the Regional Agency Cooperation Supplementary Agreement dated as of May 31, 2020,
by and between Grand Smooth Inc Ltd and JCD (the “Cooperation Agreement”).







Gross profit










Gross profit for the year ended December 31,
2021 was approximately $0.9 million, compared to approximately $0.6 million for the comparable period in 2020. This increase of gross
profit margin was mainly because in 2021 we recognized the revenue generated from the delivery of construction services of XFC.







General and administrative expenses










General and administrative expenses were $10.4
million, for the year ended December 31, 2021, compared to $1.3 million for the comparable period in 2020. This increase of general and
administrative expenses was mainly because in 2021, we recognized significant share based compensation expenses to employees and consultants
for professional services.







Other income (expense)










Other expenses were $(4,055)
for the year ended December 31, 2021, compared to other income of $36 for the comparable period in 2020. The expenses for the year ended
December 31, 2021 was mainly due to interest expense.





During the year ended December 31, 2021, we
recorded an income tax expense of $135,444 as compared to income tax benefit $42,777 for the comparable period in 2020.







Net loss attributable to the Company






Net loss attributable to the Company (excluding
net loss attributable to non-controlling interest) for the year ended December 31, 2021 was approximately $9.6 million compared to net
loss attributable to the Company (excluding net income attributable to non-controlling interest) approximately of $0.6 million for the
comparable period in 2020. The significant decrease was mainly because in 2021 we recognized significant share based compensation expenses
to employees and consultants for professional services.






Liquidity and Capital Resources







The Company had net cash provided by operating
activities for the year ended December 31, 2021 and the cash balance was $2.4 million as of December 31, 2021. The Company believes its
current cash balances coupled with anticipated cash flow from operating activities will be sufficient to meet its working capital requirements
for at least one year from the date of issuance of the accompanying consolidated financial statements. The Company continues to control
its 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. Based on current internal projections, the Company believes it has and/or will generate sufficient cash for its operational
needs, for at least one year from the date of issuance of the accompanying consolidated financial statements. Management is focused on
growing the Company’s existing product offering, as well as its customer base, to increase its revenues. The Company cannot give
assurance that it can increase its cash balances or limit its cash consumption and thus maintain sufficient cash balances for its planned
operations or future acquisitions. Future business demands may lead to cash utilization at levels greater than recently experienced. The
Company may need to raise additional capital in the future. However, the Company cannot assure that it will be able to raise additional
capital on acceptable terms, or at all. Subject to the foregoing, management believes that the Company has sufficient capital and liquidity
to fund its operations for at least one year from the date of issuance of the accompanying consolidated financial statements.





















43












To date, we have funded our operations through
revenues, loans form our officers, and the issuance of equity securities. The Company obtained a financial support letter from Mr. Yin-Chieh
Cheng, the Chief Executive Officer, also the Chairman of the Board and a principal stockholder of the Company.

















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. Each Class C warrant consist of the right to purchase up one
share of common stock to at an exercise price of $2.50 per share exercisable for 36 months from the date of issuance. Each Class
D warrants consist of the right to purchase one share of the Company’s common stock at an exercise price of $5.00 per share
exercisable for 36 months from the date of issuance. The subscription was completed on August 10, 2021.

















In
August 2021, the Company 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, the Company entered into securities purchase agreements with 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.


On December 31, 2021, the Company consummated
a private offering of 418,000 units at a purchase price of $5.00 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 the Company’s
common stock, for a total of 836,000 shares of common stock.





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

























































































For the years ended




December 31,











2021









2020












Net cash provided by (used in) provided by operating activities


$

251,729



$

(129,824

)

Net cash (used in) provided by investing activities



(25,067

)



770,943


Net cash (used in) provided by financing activities



1,203,833




217,479


Effect of the exchange rate change on cash and cash equivalents



(10,017

)



136,394


Increase in cash and cash equivalents


$

1,430,495



$

994,992






Net cash provided by (used in) operating activities





Net cash provided by operating activities
amounted to $251,729 for the year ended December 31, 2021. This reflected a net loss of $9,619,079, as adjusted for non-cash items primarily
including share-based compensation of $6,638,371, consultancy services settled by equities of $3,045,150 and offset by effect of changes
in working capital including decreases of accounts receivable in the amount of $252,338.





Net cash used in operating activities amounted
to $129,824 for the year ended December 31, 2020. This reflected a net loss of $639,070, as adjusted for non-cash items primarily including
impairment of GZ WFH of $522,291, depreciation of $74,958 and share-based compensation of $265,758, and offset by effect of changes in
working capital including an increase of $ 268,285 of inventories.






Net cash (used in) provided by financing activities





Net cash provided by financing activities
amounted to $1,203,833 for the year ended December 31, 2021, which were primarily arising from proceeds from issuance of common stock
and preferred stock during the year.





Net cash provided by financing activities
amounted to $217,479 for the year ended December 31, 2020, which was attributable to the proceeds from our stockholders primarily for
our daily operation. See “Note 14 to the consolidated financial statements included herewith.”





















44












Since we plan to build our land-based fish
farming demo sites in the US, Taiwan, 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.







Net cash (used in) provided by financing activities








Net cash used in financing activities amounted to $486,271 for
the year ended December 31, 2021, which was repayment of bank loans.





Net cash provided by financing activities amounted
to $217,479 for the year ended December 31, 2020, which was attributable to the proceeds from our stockholders primarily for our daily
operation. See “

Note 14 to the consolidated financial statements included herewith

.”





Since we plan to build our land-based fish
farming demo sites in the US, Taiwan, 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.





Business Combinations





We account for business acquisitions in accordance
with ASC 805,

Business Combinations

. We measure the cost of an acquisition as the aggregate of the acquisition date fair
values of the assets transferred and liabilities assumed and equity instruments issued. Transaction costs directly attributable to the
acquisition are expensed as incurred. We record goodwill for the excess of (i) the total costs of acquisition, fair value of any non-controlling interests
and acquisition date fair value of any previously held equity interest in the acquired business over (ii) the fair value of the identifiable
net assets of the acquired business.





The acquisition method of accounting requires
us to exercise judgment and make estimates and assumptions based on available information regarding the fair values of the elements of
a business combination as of the date of acquisition, including the fair values of identifiable intangible assets, deferred tax asset
valuation allowances, liabilities related to uncertain tax positions and contingencies. We must also refine these estimates over a one-year measurement
period, to reflect any new information obtained about facts and circumstances that existed as of the acquisition date that, if known,
would have affected the measurement of the amounts recognized as of that date. If we are required to retroactively adjust provisional
amounts that we have recorded for the fair value of assets and liabilities in connection with an acquisition, these adjustments could
materially impact our results of operations and financial position. Estimates and assumptions that we must make in estimating the fair
value of future acquired technology, user lists and other identifiable intangible assets include future cash flows that we expect to generate
from the acquired assets. If the subsequent actual results and updated projections of the underlying business activity change compared
with the assumptions and projections used to develop these values, we could record impairment charges. In addition, we have estimated
the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If our estimates
of the economic lives change, depreciation or amortization expenses could be accelerated or slowed, which could materially impact our
results of operations.






Off-Balance Sheet Arrangements







We have no off-balance sheet arrangements.








Recently Issued Accounting Pronouncements







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



























45


















BUSINESS





Overview





Nocera is a United States public company headquartered
in Taiwan engaged in the manufacturing of aquaculture equipment, construction of aquaculture facilities, managing and operating aquaculture
facilities and consulting for third party operators of aquaculture facilities. We provide Land-Based Recirculation Aquaculture Systems
(“RASs”) for fish farming. Our primary business operations consist of the design, development and production of RAS 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.





Corporate Structure





We conduct our operations through (i) Xin
Feng Construction Co., Ltd, a Taiwan limited liability company (“XFC”); and (ii) Nocera Taiwan Branch, an unincorporated
division of the Company (“NTB”). The Company’s other subsidiaries, Grand Smooth Inc. Limited, a Hong Kong limited company
(“GSI”), which wholly-owns Guizhou Grand Smooth Technology Ltd., a People’s Republic of China (PRC) corporation (“GZ
GST”), are dormant and do not have any operations. However, GZ GST may be involved with RASs manufacturing in the near future.





We acquired GSI, a limited company established
under the laws and regulations of Hong Kong on August 1, 2014, 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 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. The Company currently does not conduct any operations in China or Hong Kong.





In December 2020, Nocera added Xin-Feng Construction
Co. Ltd, a variable interest entity (“VIE”). Under the laws of Taiwan, foreign investments are typically restricted or prohibited
with respect to the operation of certain businesses in Taiwan (e.g., construction). As a result, it was necessary for us to add XFC as
a VIE in order to obtain a Class A construction license to construct indoor RASs and solar sharing fish farms. XFC has obtained a Class
A construction license in Taiwan and we plan to use XFC for the investment in, and the construction of, indoor RASs and solar sharing
fish farms. The Company is now looking for opportunities to expand into the U.S. by building fish farms or transforming existing ones
into high-tech and solar sharing enterprises.





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.





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, Nocera completed
a reverse merger transaction pursuant to an Agreement and Plan of Merger 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 Nocera all of the GSI Shares in
exchange for the issuance of 10,000,000 shares of Nocera’s common stock. As a result of the reverse merger, GSI became Nocera’s
wholly-owned subsidiary and Mr. 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
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 of GSI. Accordingly,
GSI consolidated GZ WFH’s operations, assets and liabilities.





















46












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, Nocera terminated its 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 the Company wherein all claims as to GZ WFH’s debt (claim to shares
in Nocera 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 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 Nocera stock, and the 4,750,000 shares of common stock of Nocera owned by Zhang Bi were
cancelled.






The VIE Agreements with XFC





On December 31, 2020, Nocera exchanged 700,000
shares of the Company’s restricted common stock to stockholders of XFC in exchange for 100% controlling interest in XFC.





On December 31, 2020, Nocera and XFC, a domestic
funded limited liability company registered in Taiwan (R.O.C.), entered into a series of contractual agreements whereby Nocera agreed
to provide technical consulting and related services to XFC. As a result, Nocera has been determined to be the primary beneficiary of
XFC, and XFC became a VIE of Nocera.





The VIE structure was adopted mainly because
we engage in business in an industry that prohibits foreign investment (e.g., construction) and of which requires special licenses in
Taiwan. We are not currently planning to engage in business in mainland China or Hong Kong, and as a result, we are not currently required
to obtain any special licenses in mainland China or Hong Kong. Nocera has entered into the following contractual arrangements with
a stockholder of XFC, that enable the Company to (1) have the power to direct the activities that most significantly affects the economic
performance of XFC, and (2) receive the economic benefits of XFC that could be significant to XFC. The Company is fully and exclusively
responsible for the management of XFC, assumes all of the risk of losses of XFC and has the exclusive right to exercise all voting rights
of XFC’s stockholder. Therefore, in accordance with ASC 810 “Consolidation,” the Company is considered the primary
beneficiary of XFC and has consolidated XFC’s assets, liabilities, results of operations, and cash flows in the accompanying consolidated
financial statements.






XFC will
shift focus to support the construction activities of RAS fish farms of our clients and the development of the Company-owned and operated
fish farms.





Significant Products & Services





The Company manufactures, sells, and installs
RASs for land-based fish farms. Originally, our systems were designed and constructed from used marine shipping containers. The Company
then developed its next generation of RASs, a cylindrical shaped tank that holds approximately 15,000 U.S. gallons of water, which the
Company believes 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.




















47












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




The Company’s RASs can raise both freshwater
and saltwater fish, as well as a variety of crustaceans.






Nocera Recirculating Aquaculture System










The Company also provides consulting services
to 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.





Market Potential





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.





The trade conflict between the U.S. and China
has led to a greater demand for non-Chinese originated seafood products from the U.S. and other markets. The global supply chain disruption
caused by COVID-19 also has made shipping costs and shipping arrangements highly unstable and unpredictable, which further contributes
to a greater demand for domestically produced seafood products.





On a broader perspective, as the world begins
a transition towards net zero in response to the ever-more pressing threat of climate change, it is reasonably foreseeable that solar
energy will be the a go-to option for many countries as a new and principal source of green energy. In 2020, the Taiwanese government
instituted a green power policy that requires all solar companies using farmland or fish farmland to have actual operating fish farms
as a prerequisite for a solar license grant.





















48












RASs, with its 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 the perfect solution to the issues highlighted above.





Market Analysis





According to the Food and Agriculture Organization’s
(FAO) latest report “The State of World Fisheries and Aquaculture 2020,” also referred to as “SOFIA 2020,” per
capita food fish consumption grew from 9 kilograms (live weight equivalent) in 1961 to 20.5 kilograms in 2018, equating to around 1.5%
growth each year. At the same time, since 1961, the average annual rise in global food fish consumption of 3.1 percent has outpaced the
population growth of 1.6 percent, and exceeded the consumption escalation of all other animal protein foods (like beef, poultry, and milk),
which increased by 2.1 percent per annum (Food and Agriculture Organization of the United Nations, 2020, p. 2-3).





Over the past three decades, fish production from
aquaculture has grown by over 450%, significantly contributing to the increase in global fish production over the period, as shown in
the table below:












In 2018, 52% of the fish consumed as food globally
were produced by the aquaculture sector, and the FAO estimated that the percentage will grow to 59% by 2030.





















49












The fast growth in the species of fish produced
through aquaculture is expected to be tilapia, carp, and pangasius/catfish. Currently, tilapia accounts for approximately 7% of all fish
raised in fish farms. Carp currently accounts for 20% of all fish raised in fish farms and is expected to rise to 21%. Pangasius/catfish
is expected to remain consistent at 5%. Other species expected to maintain a high share of production through aquaculture methods are
shrimp at 9%, and mollusks at 24%.






Projected Species

Shares

in Aquaculture Production












Market Demand





The escalation of trade tension between the US-China
trade war has caused the global fish market to become slightly uncertain. The higher trading volume of fish such as tilapia and lobster
were added to the tariff list in both China and the United States. However, not only these two regions were affected; trade volume has
decreased around the world since 2019. Undoubtedly, the COVID-19 pandemic plays an important role, bringing adverse effects to global
trade.





China mostly imports Pacific salmon, cod, pollock,
flatfish, lobster, and crab from the U.S., and in 2017, these imports reached $1.3 billion (see “

US-China seafood trade flows
(2010-2017)

” table). Of the U.S. seafood exports, crustaceans are consumed locally in China, but most of the whitefish and salmon
are exported from the U.S. to China for processing and re-exporting. The seafood trade flow from China to the U.S. is even bigger –
having reached $2.7 billion in 2017. The majority of these trade flows consist of tilapia, shrimp, squid, as well as re-exports of salmon
and whitefish.





















50













US-China seafood trade flows (2010-2017) table












In April 2020, the U.S. and the Chinese government
signed the Phase One agreement. This agreement stipulated the removal of tariffs on some of the seafood products in which “tilapia,
frozen, each weighing not more than 115 grams” was included and exempted until August 7, 2020. During this period, exports to the
U.S. have regained momentum and reached a high in July with 46,0000 metric tons. However, in August 2020, the U.S. Trade Representative
(USTR) released the list of products that will receive a further extension on tariffs exclusions and tilapia is no longer on the list
and it is now under the 25% tariffs once again, and exports have already subsided in August and September. Accordingly, Nocera intends
to take advantage of this opportunity and enter the U.S. market in 2022. We only intend to meet U.S. local demands, but also to create
job opportunities in the U.S.





RASs and Solar Panels





In 2020, the Taiwanese government instituted a
green power policy that requires all solar companies using farmland or fish farmland to have actual operating fish farms as a prerequisite
before a solar license will be granted. These local solar companies cannot obtain bank financing unless there is proof of fish farming
operations or harvest guarantees of fish. In addition to generating power, solar companies must operate a fish farm with production of
no less than 70% of the last three years’ average within the township. Accordingly, all of these solar companies must have fish
farms located beneath their solar panels. This has resulted in a tremendous opportunity for Nocera to meet the demand of solar sharing
fish farms. We currently estimate that there will be a need for approximately 5,000 tank-based systems in Taiwan over the course of the
next couple of years.





Feed-in tariff schemes are increasingly common
internationally as an incentive for adopting renewable energy. Nocera foresees global opportunities like those in Taiwan, as countries
around the world start setting net zero emissions targets and significant limiting or phasing out carbon-emitting energy sources.





Business Model













·


RAS Sales - Manufacturing of equipment and providing services to land-based fish farms.












·


Construction and management of solar sharing fish farms with expansion into the U.S. and Brazil.












·


Investment and management of solar sharing fish farms.












·


Procurement and sales of eel and other fish.




Nocera provides tank-based recirculation aquaculture
systems for both fresh and saltwater fish and invests in fish farms by building high-tech RASs. The main business operation consists of
the design, development, and production of large-scale RAS fish tank systems, (aquaculture) for fish farms along with expert consulting,
technology transfer, and aquaculture project management services to new and existing aquaculture facilities and operators.





















51












Revenue Streams





Our revenues for the year ended December 31, 2021
and for the year ended December 31, 2020 were approximately $10 million and $1 million, respectively. There was one customer, The
Fifth District Management Office of Taiwan Water Corporation, who represented approximately 58% of the Company’s total revenue for
the year ended December 31, 2021, and two customers (JC Development Co., Ltd (“JCD”) and Pan Li) who represented 96% of the
Company’s 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 and solar power farms, and we intend to
enter into the United States market in 2022.





Construction Services





Nocera is the only provider of RAS solar power
energy sharing and construction services in Taiwan. In 2021, Nocera acquired Xin-Feng Construction Co. Ltd (“XFC”) to support
the construction activities for the clients of Nocera and develop Taiwan fish farm segmentation.





Eel Procurement and Sales





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 Taiwan the near future.





In 2022, in light of current industry and global
market trends, Nocera believes the U.S. is a potentially lucrative market to penetrate. The Company is actively looking to acquire land
in the U.S. that would be suitable to establish one or more fish farms using its RASs.





Sales & Marketing Model





In January 2021, the Company moved its focus from
China to Taiwan and employed a sales and marketing strategy targeting government-supported solar fish farms. We further expanded our marketing
efforts through networking contacts.





We currently sell and develop fish farms in Taiwan
and, in the near-term, expand our sales and development efforts to the United States and Brazil. Nocera expects to sell over 5,000 tanks
in the next five years. Nocera’s production facility is to be established in Taiwan and plans to sell the systems in North and South
America and European countries as well.





The Company plans on expanding its sales and marketing
model through online marketing, data intelligence, and the establishment of a distributor network. The use of online marketing and data
intelligence is designed to generate sales leads internationally so that

we

can direct to our sales department to follow-up and
close sales worldwide.





Project Potential





RASs offer a variety of important advantages over
traditional fish farming methods. RASs maximize production with a limited supply of water and land, allow nearly complete environmental
control, while also providing a higher level of location flexibility. on top of more efficient harvest and disease control.





The traditional natural water


The above information was disclosed in a filing to the SEC. To see the filing, click here.

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