Sec Form 3 Filing - CHENG YIN-CHIEH @ NOCERA, INC. - 2018-12-27

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CHENG YIN-CHIEH 2. Issuer Name and Ticker or Trading Symbol NOCERA, INC. [ NCRA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO and Chairman (Last) (First) (Middle) 15F #464 JIAYUAN RD., SEC. 3 SHULIN DIST. 3. Date of Earliest Transaction (MM/DD/YY) 12/27/2018 (Street) NEW TAIPEI CITY, F523854 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 5,250,000 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class "A" Warrants ( 1 ) $ 0.5 12/27/2018 04/16/2023 Common Stock 5,000,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CHENG YIN-CHIEH 15F #464 JIAYUAN RD. SEC. 3 SHULIN DIST. NEW TAIPEI CITY, F523854 X CFO and Chairman Signatures /s/ Yin-Chieh Cheng 01/31/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In consideration for Mr. Cheng's acceptance to serve as an officer and director of the company effective December 31, 2018, the Company granted up to 5,000,000 Series "A" Warrants to purchase shares of its common stock to Mr. Cheng, subject to vesting for time served. The following vesting schedule applies: 250,000 shares per quarter over a twenty-quarter period (5 years) issuable quarterly on the last day of each calendar quarter so long as Mr. Cheng serves as an officer and director of the Company at the time of scheduled vesting.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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