November 15, 2018

Erik S. Nelson
Chief Executive Officer
Nocera, Inc.
2030 Powers Ferry Road SE
Suite #212
Atlanta, GA 30339

       Re: Nocera, Inc.
           Form 10-12G
           Filed October 19, 2018
           File No. 000-55993

Dear Mr. Nelson:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 10 filed October 19, 2018

Item 1: Description of Business
Jumpstart Our Business Startups Act, page 1

1.    You disclose that you are choosing to irrevocably opt out of the extended
transition period
      for complying with new or revised accounting standards under Section
102(b)(2) of the
      JOBS Act. This disclosure is inconsistent with your disclosure in the
risk factor regarding
      your status as an emerging growth company on page 9, and the risk factor
regarding the
      JOBS Act on page 11, which state you have elected to use the extended
transition period
      for complying with new or revised accounting standards under Section
102(b)(2) of the
      JOBS Act. Please revise your disclosures for consistency.
 Erik S. Nelson
FirstName LastNameErik S. Nelson
Nocera, Inc.
Comapany 15, 2018
November NameNocera, Inc.
November 15, 2018 Page 2
Page 2
FirstName LastName
Item 1A: Risk Factors, page 5

2.       We note your disclosure on page 26 regarding a material weakness in
your internal
         control over financial reporting. Please revise to add a risk factor
describing the material
         weakness and the actions you are taking, if any, for remediation.
Item 2: Financial Information
Results of Operations for the Year Ended December 31, 2017 Compared to the Year
Ended
December 31, 2016
General and Administrative Expenses, page 17

3.       In the last sentence, you disclose that you incurred $0 in income
expense for each year.
         Please revise to clarify what income expense represents.
4.       Please provide a brief explanation of the factors underlying the
$4,225 increase in General
         and Administrative expenses during the year ended December 31, 2018.
Please ensure
         that the other line items discussed throughout your Management's
Discussion and
         Analysis section disclose the appropriate factors underlying changes
between the financial
         periods presented. Refer to Item 303 of Regulation S-K.
Cash Flow, page 18

5.       You disclose that you had outstanding liabilities and a stockholders'
deficit of $0 at
         December 31, 2017. However, the balance sheet at December 31, 2017,
reflects liabilities
         and a stockholders' deficit of $7,725. Please revise.
Results of Operations for the Nine Months Ended September 30, 2018 Compared to
the Nine
Months Ended September 30, 2017
General and Administrative Expenses, page 20

6.       You disclose that general and administrative expenses for the nine
months ended
         September 30, 2018 includes interest expense of $2,110. Please explain
to us what this
         interest expense represents and why the expense is properly classified
as as a general and
         administrative expense.
Cash Flow, page 21

7.       You disclose that you had outstanding liabilities and a stockholders'
deficit of $10,546 at
         September 30, 2018. However, the balance sheet as of September 30,
2018 reflects
         liabilities of $21,029 and a stockholders' deficit of $10,546. Please
revise. Please note
         that this comment also applies to your disclosure in the first
paragraph of your discussion
         of liquidity and capital resources on page 22.
8.       The statements of cash flow reflects a net increase in cash of $10,483
for the nine months
         ended September 30, 2018. Please revise the table of cash flows on
page 21 to reflect the
         net movement in cash and cash equivalents for the nine months ended
September 30,
 Erik S. Nelson
FirstName LastNameErik S. Nelson
Nocera, Inc.
Comapany 15, 2018
November NameNocera, Inc.
November 15, 2018 Page 3
Page 3
FirstName LastName
         2018.
9.       You disclose that you generated $310 from investing activities during
the nine months
         ended September 30, 2018. It appears that net cash provided by
investing activities
         includes the issuance of common shares and warrants to a related
party. Please explain to
         us why the issuance of common shares and warrants are properly
classified as cash flows
         from investing activities.
Critical Accounting Policies
Recently Issued Accounting Pronouncements, page 24

10.      We note some of effective dates of recently issued accounting
principles assume you
         opted out of the extended transition period for complying with new or
revised accounting
         standards under Section 102(b)(2) of the JOBS Act and others assume
you opted in to
         the extended transition period for complying with new or revised
accounting standards
         under Section 102(b)(2) of the JOBS Act. Please review and revise the
effective dates of
         the recently issued accounting principles to reflect the correct
effective dates applicable to
         your election under Section 102(b)(2) of the JOBS Act as applicable.
Please note that this
         comment also relates to your disclosures in Recent Accounting
Pronouncements on pages
         F-10 and F-22.
Item 5: Directors and Executive Officers, page 30

11.      Please provide a brief description of Mr. Nelson's experience in
evaluating or facilitating
         mergers or acquisitions. In this regard, we note your disclosure
elsewhere in the filing
         that "[t]he analysis of new business opportunities will be undertaken
by, or under the
         supervision of, [y]our Board of Directors."
Item 7: Certain Relationships and Related Party Transactions, page 32

12.      Please revise this section to discuss the convertible promissory note
to a related party
         disclosed on page 19. Refer to Item 404(d) of Regulation S-K.
Financial Statements
Note 3. A Summary of the Company's Significant Accounting Policies is as
Follows, page F-9

13.      Please tell us your consideration of disclosing the adoption of ASU
2016-15, ASU 2016-
         18 and ASU 2017-01 in accordance with ASC 250. Please note that this
comment also
         applies to Recent Accounting Pronouncements on page F-22.
Note 8. Subsequent Events, page F-12

14.      Please revise your disclosure in the second paragraph to clarify that
2018 Nelson Fiorino
         Holdings, LLC. subscribed to one million (1,000,000) shares of common
stock. Please
         note that this comment also applies to your disclosure in Note 6 on
page F-24 and Note 9
         on page F-25.
 Erik S. Nelson
Nocera, Inc.
November 15, 2018
Page 4
Balance Sheets, page F-16

15.      Please revise the number of shares of common stock outstanding at
December 31, 2017 to
         reflect the stock splits disclosed in Note 6. Please refer to ASC
505-10-S99-4.
Note 6. Common Stock, page F-24

16.      Please disclose the consideration received for the issuance of the
common shares and
         warrants issued to 2018 Nelson Fiorino Holdings, LLC. and Coral
Investment Partners
         L.P.
Note 7. Warrants, page F-25

17.      Please tell us why the issuance of warrants resulted in an expense of
$592,469, and how
         the amount was determined.
Note 9. Related party Transactions, page F-25

18.      The expenses funded by Eric S. Nelson and the stock transfer fees
incurred for each
         period presented exceed the total amounts recognized as general and
administrative
         expenses. Please advise.
General

19.      We note your disclosure that you are a publicly quoted shell company.
It appears,
         however, that OTC Markets Group Inc. has discontinued the display of
quotes for your
         securities because your securities have been labeled "Caveat Emptor
(Buyer Beware)."
         Please disclose this fact in your filing, and include related risk
factor disclosure.


        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact William Thompson, Accounting Branch Chief, at
202-551-3344 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Katherine Bagley, Staff Attorney, at 202-551-2545, or Jennifer L
pez-Molina, Staff
Attorney, at 202-551-3792 with any other questions.



FirstName LastNameErik S. Nelson                             Sincerely,
Comapany NameNocera, Inc.
                                                             Division of
Corporation Finance
November 15, 2018 Page 4                                     Office of Consumer
Products
FirstName LastName