Business Context and Reporting Period
Company: Nocera, Inc. (NCRA)
Filing Type: Form 8-K (Current Report)
Date of Report: August 14, 2026
Subject: Non-reliance on previously issued financial statements due to identified errors requiring restatement.
Key Financial Metrics and Adjustments
The filing details specific restatement adjustments rather than current period performance metrics. Key adjustments include:
- Goodwill: Reduction of approximately $1,351,703 for fiscal year 2024 (carrying amount decreased from $2,077,728 to $726,025).
- Net Sales (2025): Reduction of previously reported net sales by approximately $2,597,349.
- Net Loss: Unchanged for both fiscal years ended December 31, 2024, and December 31, 2025, due to offsetting adjustments in cost of sales and reclassifications.
- Stockholders' Equity (2024): Increase in accumulated losses of approximately $2,096,572; increase in accumulated other comprehensive income of $11,603.
- Liabilities: Additional income tax payable of approximately $110,669 identified.
- Assets Reclassified/Written Off: Accounts receivable ($102,568), prepaid expenses ($497,317), property and equipment ($66,015), and other non-current assets ($349).
- Lease Adjustments: Recognition of finance lease right-of-use assets ($43,453) and corresponding lease liabilities ($6,652 current; $8,511 non-current).
Material Changes Versus Prior Period
The filing does not report operational changes versus prior periods but highlights significant corrections to previously reported data:
- Restatement Scope: Affects the fiscal year ended December 31, 2024, and the quarterly periods ended March 31, June 30, and September 30, 2025.
- Accounting Errors: Errors were identified in the application of U.S. GAAP, specifically regarding goodwill recoverability, asset classification, and lease recognition.
- Discontinued Operations: Certain amounts were reclassified to discontinued operations in the 2025 restatement.
Management Commentary, Risks, and Contingencies
Internal Control Weaknesses: The Company disclosed material weaknesses in internal control over financial reporting, including:
- Lack of written documentation of internal control policies and procedures.
- Insufficient monitoring and review controls over the financial reporting closing process.
- Inadequate segregation of duties.
Remediation: The Company is implementing measures such as investing in IT systems, enhancing organizational structure, providing accounting training, and establishing general IT controls. Management notes there is no assurance these measures will prevent future misstatements.
Accounting Firm: The Board and Audit Committee discussed these matters with the independent registered public accounting firm, SFAI Malaysia PLT.
Investor Verification Checklist
- Review the concurrently filed Amendment No. 2 to the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025, to see the restated financial statements.
- Verify the detailed tabular presentation of restatement impacts in Note 2 of the restated financial statements.
- Monitor the Company's progress in remediating the disclosed material weaknesses in internal controls.
- Confirm the status of the independent registered public accounting firm (SFAI Malaysia PLT) and any potential changes in audit oversight.