Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when NCRA files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsRed Flags Detected
- Restatement (new) — Two full fiscal years and three quarterly periods restated due to accounting errors.
- Material Weakness (new) — Material weaknesses in internal controls contributed to restatement errors and remain unresolved.
- Goodwill Impairment (new) — Goodwill reduced $1.35M (65% of original balance) due to recoverability reassessment.
Nocera restates two years of financials, cuts goodwill 65% on accounting errors
Filed August 17, 2026 · Period ending August 14, 2026 · ~1 min read
Key Changes
-
high
Board concluded FY2024 and FY2025 financials plus three 2025 quarterly reports can no longer be relied upon due to accounting errors; restated 10-K filed concurrently.
Item 4.02 — Non-Reliance on Previously Issued Financial Statements verify on EDGAR → -
high
Goodwill reduced $1.35M (65% of original $2.08M balance) to $726K in restated 2024 financials, reflecting reassessment of acquisition recoverability.
Item 4.02 — Non-Reliance on Previously Issued Financial Statements verify on EDGAR → -
high
Stockholders' equity as of Dec 31, 2024 decreased $2.1M due to increased accumulated losses; net loss for both 2024 and 2025 unchanged despite $2.6M reduction in 2025 revenue.
Item 4.02 — Non-Reliance on Previously Issued Financial Statements verify on EDGAR → -
high
Previously disclosed material weaknesses in internal controls—lack of documented policies, insufficient monitoring, inadequate segregation of duties—contributed to restatement errors and remain unresolved.
Item 4.02 — Non-Reliance on Previously Issued Financial Statements verify on EDGAR → -
medium
Approximately $666K in assets (receivables, prepaid expenses, property/equipment) improperly presented in original 2024 financials, reclassified or written off after documentation review.
Item 4.02 — Non-Reliance on Previously Issued Financial Statements verify on EDGAR →
Summary
Nocera disclosed a financial restatement covering fiscal years 2024 and 2025 plus three 2025 quarterly periods, driven by accounting errors the company attributes to persistent material weaknesses in internal controls.
The most significant correction is a $1.35 million reduction in goodwill—65% of the originally reported $2.08 million balance—reflecting a reassessment that prior acquisitions were materially overvalued.
Additional errors include approximately $666,000 in improperly presented assets (receivables, prepaid expenses, property and equipment) that were reclassified or written off after the company reassessed supporting documentation. The cumulative effect reduced stockholders' equity by $2.1 million as of December 31, 2024, though reported net losses for both years remained unchanged due to offsetting adjustments. The restatement underscores serious control deficiencies: lack of documented policies, insufficient monitoring over financial reporting, and inadequate segregation of duties. The company states it is implementing remedial measures—IT system investments, organizational enhancements, personnel training—but provides no assurance these will prevent future misstatements. For investors, the combination of a multi-year restatement, a 65% goodwill writedown, and unresolved material weaknesses raises fundamental questions about the reliability of reported financials and management's ability to maintain accurate books and records. The restated 10-K was filed concurrently with this 8-K.
Section-by-Section Diff
Event · Item 4.02 — Non-Reliance on Previously Issued Financial Statements
Nocera restates FY2024 and FY2025 financials due to goodwill, balance sheet, and lease accounting errors; material weaknesses persist.
Added in current filing · verify on EDGAR →
the Company’s previously issued consolidated financial statements for the fiscal year ended December 31, 2024 and December 31, 2025, as included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2026 (the “Original 10-K”), as amended on April 21, 2026 (the “First Amendment”), and the unaudited interim condensed consolidated financial statements for the quarterly periods ended March 31, 2025, June 30, 2025, and September 30, 2025, should no longer be relied upon due to errors identified in those financial statements.
The Board concluded that previously issued financial statements for fiscal years 2024 and 2025, plus three quarterly periods in 2025, can no longer be relied upon. The company filed Amendment No. 2 to its 10-K concurrently with this 8-K to present restated financials. The restatement stems from errors identified during a comprehensive reassessment of accounting conclusions and U.S. GAAP application.
Added in current filing · verify on EDGAR →
The Company identified certain accounts receivable ($102,568), prepaid expenses ($497,317), property and equipment ($66,015), and other non-current assets ($349) that were not appropriately presented in the originally filed 2024 financial statements. These items were reclassified or written off based on a comprehensive reassessment of underlying supporting documentation.
The company identified approximately $666,000 in assets that were improperly presented in the original 2024 financials. These items — accounts receivable, prepaid expenses, property and equipment, and other non-current assets — were either reclassified or written off after reassessing supporting documentation, suggesting inadequate record-keeping or asset verification processes.
Added in current filing · verify on EDGAR →
The aggregate net impact of the restatement adjustments on total stockholders’ equity as of December 31, 2024 was an increase of accumulated losses of approximately $2,096,572 with additional accumulated other comprehensive income of approximately $11,603. Net loss for the year ended December 31, 2024 was unchanged as a result of the restatement. For the fiscal year ended December 31, 2025, the restatement resulted in a reduction of previously reported net sales of approximately $2,597,349, offset by corresponding reductions in cost of sales and reclassification of certain amounts to discontinued operations, such that total net loss for 2025 was unchanged.
Stockholders' equity as of December 31, 2024 decreased by approximately $2.1 million due to increased accumulated losses, partially offset by $11,603 in other comprehensive income. While net loss for 2024 was unchanged, 2025 net sales were reduced by approximately $2.6 million with offsetting cost reductions, leaving 2025 net loss also unchanged. The equity reduction reflects cumulative balance sheet corrections rather than new operating losses.
Added in current filing · verify on EDGAR →
The Company has previously disclosed material weaknesses in its internal control over financial reporting, including the lack of written documentation of internal control policies and procedures, insufficient monitoring and review controls over the financial reporting closing process, and inadequate segregation of duties. The Company believes that these material weaknesses contributed to the errors that gave rise to the restatement.
The company acknowledges that previously disclosed material weaknesses in internal controls contributed to the restatement errors. These weaknesses include lack of documented control policies, insufficient monitoring over financial reporting, and inadequate segregation of duties. The company is implementing remedial measures including IT system investments, organizational enhancements, and personnel training, but provides no assurance these will prevent future misstatements.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Aug 18, 2026 · How we verify