SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
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
(Last) (First) (Middle)
15F #464 JIAYUAN RD.
SEC. 3 SHULIN DIST.
(Street)
NEW TAIPEI CITY F5 23854
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/27/2018 		3. Issuer Name and Ticker or Trading Symbol
NOCERA, INC. [ NCRA ]
4. 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
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 5,250,000 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class "A" Warrants(1) 12/27/2018 04/16/2023 Common Stock 5,000,000 $0.5 D
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.
/s/ Yin-Chieh Cheng 01/31/2019
** Signature of Reporting Person Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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