Current Report Filing (8-k)
May 14 2020 - 11:40AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): May 13, 2020
NOCERA,
INC.
(Exact
name of registrant as specified in charter)
Nevada
(State
or other jurisdiction of incorporation)
000-55993
|
|
16-1626611
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
2030
POWERS FERRY ROAD SE, SUITE #212
ATLANTA,
GA 30339
(Address
of principal executive offices and zip code)
404-816-8240
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under
any of the following provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act: None
Title of each Class
|
Trading Symbol
|
Name of each exchange on which registered
|
N/A
|
N/A
|
N/A
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging
Growth Company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Report.
On May
13, 2020, the Board of Directors and the management of Nocera, Inc. (the "Company") have concluded that it must consider
whether certain financial statements included in the Quarterly Report on Form 10-Q for the periods ended September 30, 2019, filed
with the Securities and Exchange Commission (SEC) on November 19, 2019 should be re-stated.
Our
board of directors (which currently acts as our audit committee) concluded, after consultation with management, that our previously
issued unaudited financial statements for the periods ended September 30, 2019, included in the Company’s Quarterly Reports
of Form 10-Q for the periods ended September 30, 2019, should no longer be relied upon as a result of the change in accounting
for a certain revenue recognition. We concluded that an exclusive sales agency fee recognized at a point in time during the
third quarter of 2019 should have been recognized over an estimated economic life. Specifically, on September 20, 2019, we entered
into an exclusive distribution agreement (“distribution agreement”) with JC Development Co. Ltd. (“JCD”)
in Taiwan, which is an independent third-party company. JCD agrees to pay Nocera a total amount of $5 million over 5 years starting
September 20, 2019 to be our perpetual exclusive sales agent in Asia Pacific. We agreed to pay JCD 8% commission of total sales
excluding the sales made to CIMC Smart Science & Technology CO., Ltd. (“CIMC SSC”) in China. We recognized the
$1 million consideration paid by JCD as revenue at a point in time when we received the payment in September 2019, which we recently
concluded should have been recognized over an estimated economic life. The adjustments resulting therefrom, change the revenue,
tax (expense) benefit, net income into net loss, deferred tax assets, net, income tax payable, and deferred revenue that we previously
reported, but has no impact on previously reported cash. Such restatement could cause investors in our securities to lose confidence
in our financial statements and management which could result in a decrease in our stock price and negative sentiment in the investment
community.
The
Company has discussed such changes with Marcum Bernstein & Pinchuk LLP, the Company's independent registered public accounting
firm, who has concurred with management as to the restatement of the Company’s Form 10-Q for the periods ended September
30, 2019.
The
Company intends to file an amendment to its Form 10-Q for the periods ended September 30, 2019, filed on November 19, 2019, to
reflect any adjustments or restatements that need to be made.
Until
we have reissued the restated results for the applicable periods discussed above, investors and other users of our filings with
the SEC are cautioned to not rely on our financial statements in question, to the extent that they are affected by the accounting
issues described above. Similarly, related press releases, earnings releases, and investor communications describing the Company's
financial statements for these periods should no longer be relied upon.
A copy
of this Form 8-K was provided to the Company’s current auditor Marcum Bernstein & Pinchuk LLP prior to its filing with
the SEC.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Nocera,
Inc.
By:
/s/
Erik S. Nelson
____________________
Erik
S. Nelson
Title:
Corporate Secretary
Date:
May 14, 2020