Amended Withdrawal of Offering Statement Under Regulation a (1-a-w/a)
May 18 2020 - 1:20PM
Edgar (US Regulatory)
Nocera, Inc.
May 1 8, 2020
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Nocera, Inc. - Form 1-A - File No. 024-11108 (“Registration
Statement”)
Ladies and Gentlemen:
This Amendment No. 1 to Request for Withdrawal
of Offering Statement on Form 1-A (File No. 024-11108) amends and restates in its entirety the Request for Withdrawal of Offering
Statement on Form 1-A filed by Nocera, Inc. (the “Company”) on May 12, 2020.
Pursuant to Rule 259 promulgated under the
Securities Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the Securities and Exchange
Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable
date hereafter, of the Company’s Offering Statement on Form 1-A (File No. 024-11108), initially filed with the Commission
on October 30, 2019 (the “Offering Statement”).
The Registrant no longer intends to proceed
with a registered public offering of its securities at this time. The Registration Statement was never declared effective.
The Registrant believes the withdrawal to be consistent with the public interest and the protection of investors. The Registrant
confirms that no securities have been sold pursuant to the Registration Statement.
Should you have any questions regarding this
matter, please contact Michael A. Littman, Attorney at Law at (720) 530-6184; email malattyco@aol.com
Sincerely,
Nocera, Inc.
/s/ Erik S. Nelson
Erik S. Nelson, Corporate Secretary
P.O. Box 191767, Atlanta, Ga. 31119 (404)-816-9220
Fax (404)-816-8830