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                              June 5, 2023

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

                                                        Re: NOCERA, INC.
                                                            Form 10-K filed
March 31, 2023
                                                            File No. 1-41434

       Dear Jeff Cheng:

              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-K filed March 31, 2023

       Revenue, page 40

   1.                                                   The disclosure on page
3 states that you have two continuing businesses: the Meixin
                                                        catering business; and
the NTB eel selling business. Please revise this section to quantify
                                                        the revenues and income
(loss) of each continuing business, and for the disposed XFC
                                                        business, for each
period presented. Explain any material variances. Also, please disclose
                                                        in this section the
$2.6 million loss on the XFC disposal and the specific business and
                                                        economic factors that
prevented you from selling the business at its carrying value. See
                                                        Item 303(a) of
Regulation S-K.
       Inventories, page 42

   2.                                                   Please provide a
substantive and informative disclosure explaining why your inventories
                                                        decreased by $1.2
million in 2022 whereas sales increased by $6 million. Quantify the
                                                        impact of any
impairments. In this regard, the impact on your reported operating cash
                                                        flows is significant.
See Item 303(b)(1) of Regulation S-K.
 Jeff Cheng
FirstName
NOCERA, LastNameJeff  Cheng
             INC.
Comapany
June  5, 2023NameNOCERA, INC.
June 5,
Page  2 2023 Page 2
FirstName LastName
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, ,
page 46

3.       We note that during your fiscal year 2022 you were identified by the
Commission
         pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15
U.S.C.
         7214(i)(2)(A)) as having retained, for the preparation of the audit
report on your financial
         statements included in the Form 10-K, a registered public accounting
firm that has a
         branch or office that is located in a foreign jurisdiction and that
the Public Company
         Accounting Oversight Board had determined it is unable to inspect or
investigate
         completely because of a position taken by an authority in the foreign
jurisdiction. Please
         provide the documentation required by Item 9C(a) of Form 10-K in the
EDGAR
         submission form    SPDSCL-HFCAA-GOV    or tell us why you are not
required to do so.
         Refer to the Staff Statement on the Holding Foreign Companies
Accountable Act and the
         Consolidated Appropriations Act, 2023, available on our website at
         https://www.sec.gov/corpfin/announcement/statement-hfcaa-040623.
Item 14, page 57

4.       We note that your operations are primarily in Taiwan whereas your
auditor is based in
         Hong Kong. Please tell us the percentage of hours expended on the
principal accountant   s
         engagement to audit the registrant   s financial statements for the
most recent fiscal year
         that were attributed to work performed by persons other than the
principal accountant   s
         full-time, permanent employees. See the guidance in Item 14(6) of the
Form Instructions.
Audit Report, page F-3

5.       Please describe for us the business activities of the "Automated
Transmission" reporting
         unit. Tell us also whether there are any other reporting units.
Variable Interest Entity, page F-13

6.       Please quantify in the financial statement footnotes the extent to
which your consolidated
         VIE's impacted your reported Balance Sheet, Income Statement, and Cash
Flow account
         balances. See ASC 810-10-50
Note 21, page F-30

7.       It is not clear why you did not file audited and pro forma financial
statements for the
         Meixin acquisition pursuant to Article 8-04 of Regulation S-X. In this
regard, it appears
         that the acquisition may have exceeded the investment test outlined in
Article 1-02(w) of
         Regulation S-X. Please revise as necessary and provide us with your
calculations of all
         three applicable significance tests so we can fully assess your
compliance with the rule.
         For the revenue test, please reconcile your calculation with the $10
million annual revenue
         disclosure provided in your September 8, 2022 press release. Also,
given the significance
         of this acquisition, please explain why this business development was
not disclosed in
         your Form S-1 #333-264059 registration statement. We may have further
comment.
 Jeff Cheng
NOCERA, INC.
June 5, 2023
Page 3
8.    It appears that XFC should be accounted for as a discontinued operation
pursuant to ASC
      205. Please revise or provide us an analysis that clearly demonstrates
your compliance. In
      addition, please amend your November 30, 2022 Form 8-K to provide the pro
forma data
      required by Item 9.01(b) of the Form Instructions, if applicable.
        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 Al Pavot at 202-551-3738 or Terence
O'Brien at 202-551-
3355 if you have questions regarding comments on the financial statements and
related
matters. Contact Jennifer Gowetski at 202-551-3401 if you have any questions
about comments
related to your status as a Commission-Identified Issuer during your most
recently completed
fiscal year.



                                                           Sincerely,

FirstName LastNameJeff Cheng                               Division of
Corporation Finance
                                                           Office of Industrial
Applications and
Comapany NameNOCERA, INC.
                                                           Services
June 5, 2023 Page 3
cc:       Tiger Tsai
FirstName LastName