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                              August 2, 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/A filed
July 10, 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/A filed July 10, 2023

       Operations Overview, page 1

   1.                                                   Please reconcile your
disclosure that states, "we have no intention of providing services to
                                                        construct indoor RASs
and solar sharing fish farms in Taiwan," with your later disclosure
                                                        that, "We plan to sell
and develop fish farms in Taiwan." Please also disclose whether the
                                                        December 31, 2021, JCD
contract termination materially impacted your 2022 sales or net
                                                        loss.
       Gross Profit, page 10

   2.                                                   XFC should not impact
your gross profit variance since it is accounted for as a
                                                        discontinued operation.
Please revise your disclosure to quantify the gross profits from
                                                        both your 2022 catering
business and your 2021-2022 eel fish trading business. The
                                                        disclosure should
clearly inform readers about the extent to which either of these
                                                        businesses is
generating losses and the specific reasons why. Further, please identify the
                                                        specific events and
circumstances that must change in order for these businesses to
                                                        generate income. See
Item 303 of Regulation S-K.
 Jeff Cheng
FirstName
NOCERA, LastNameJeff   Cheng
            INC.
Comapany
August      NameNOCERA, INC.
        2, 2023
August
Page  2 2, 2023 Page 2
FirstName LastName
Revenue, page 10

3.       Please explain your disclosure that "The revenue for the year ended
December 31, 2021
         was generated from XFC". If XFC has been accounted for as a
discontinued operation
         then your 2021 sales amount should exclude any XFC sales. See ASC
205-20-45. If all of
         your 2021 sales were from eel fish trading operations then please
clarify your disclosure.
         Also, please quantify the impact of foreign currency exchange rate
changes on your 2022
         sales and income. In this regard, we note your disclosure on page 3.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections,
page 17

4.       We note your statement that you have no awareness or belief that any
governmental entity
         in the foreign jurisdiction of incorporation or organization owns
shares of your capital
         stock as well as your statement regarding the absence of a Schedule
13D or 13G filed by a
         governmental entity, the lack of material contracts with foreign
governmental parties and
         the absence of foreign governmental representation in connection with
your required
         submission under paragraph (a). Please supplementally describe any
materials that were
         reviewed and tell us whether you relied upon any legal opinions or
third party
         certifications such as affidavits as the basis for your submission.
Audit Report, page F-2

5.       The paragraph describing the Critical Audit Matter is missing. Also,
the ASC 205
         restatement materially impacted sales, income from continuing
operations, and cash flows
         from continuing operations so a corresponding paragraph in the audit
report appears
         necessary. See AS 2820.16. See also ASC 250 regarding applicable
restatement
         disclosures in the financial statements and label the applicable
financial statements as
         restated. Finally, please file a current report on Form 8-K to report
non-reliance on
         previously filed financial statements or tell us in detail why you
believe you are not
         required to do so. Refer to Item 4.02 of Form 8-K.
Form 8-K filed June 6, 2023

Item 2.01, page 2

6.       Please provide us with the significance calculations for the Zhe Jiang
acquisition. See
         Article 8-04 of Regulation S-X. Please also provide us with your
analysis concerning
         whether this acquisition should be accounted for as a combination of
entities under
         common control. Further, in your forthcoming Form 10-Q, please
disclose the accounting
         impact of this acquisition and fully describe the business operations
of the acquired
         company. See ASC 805-10-50.
        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
 Jeff Cheng
NOCERA, INC.
August 2, 2023
Page 3

matters. Contact Jennifer Gowetski at 202-551-3401 or Andrew Mew at
202-551-3377 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
August 2, 2023 Page 3
cc:       Tiger Tsai
FirstName LastName