What changed in this filing

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Item 1. Financial Statements

2024-03-14 compared with 2023-10-13 · 566 added, 517 removed, 126 unchanged (90% of the section changed)

Financial Statements

Our condensed consolidated financial statements included in this Form

10-Q are as follows:

Condensed Consolidated Balance Sheets as of August 31, 2023 and February 28, 2023;

Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) for the three and six months ended August 31, 2023

Condensed Consolidated Statement of Stockholders’ Equity for the three and six months ended August 31, 2023 and 2022;

Condensed Consolidated Statements of Cash Flows for the three and six months ended August 31, 2023 and 2022;

to the Unaudited Condensed Consolidated Financial Statements.

These unaudited condensed consolidated financial

statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim

financial information and the SEC instructions to Form 10-Q.

In the opinion of management, all adjustments considered necessary for a

fair presentation have been included.

Operating results for the interim period ended August 31, 2023 are not necessarily indicative of

the results that can be expected for the full year.

Consolidated Balance Sheets (Unaudited) (in US$)

condensed consolidated financial statements included in this Form 10-Q are as follows:

Unaudited Condensed Consolidated Balance Sheets as of November 30, 2023, and February 28, 2023;

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) for the three and nine months ended November 30, 2023, and 2022;

Unaudited Condensed Consolidated Statement of Stockholders’ Equity for the three and nine months ended November 30, 2023, and 2022;

Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended November 30, 2023, and 2022;

Notes to the Unaudited Condensed Consolidated Financial Statements.

These Unaudited Condensed Consolidated financial statements

have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information

and the SEC instructions to Form 10-Q.

In the opinion of management, all adjustments considered necessary for a fair presentation have

been included.

Operating results for the interim period ended November 30, 2023, are not necessarily indicative of the results that can

be expected for the full year.

Condensed Consolidated Balance Sheets (Unaudited) (in US$)

Current Assets

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Other current assets

Current Assets

and notes receivable

Total Current Assets

Loans and notes receivable

Property, plant and equipment, net of accumulated depreciation

Deferred tax asset

and Stockholders' Equity

Liabilities and Stockholders' Equity

Current Liabilities

Accounts payable and accrued liabilities

Taxes payable

Due to stockholders/directors

Current Liabilities

Term Liabilities

Total Current Liabilities

Long Term Liabilities

Related party loans payable

and Contingencies

Total Liabilities

Commitments and Contingencies

Stockholders’ Equity

2 unchanged sentences

Accumulated comprehensive income

Stockholders’ Equity

Liabilities and Stockholders’ Equity

accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

Condensed Consolidated Statements

of Operations and Comprehensive Income/(Loss) (Unaudited)

of goods sold

and amortization expense

and administrative expenses

and development expenses

and marketing expenses

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

accompanying notes are an integral part of these financial statements.

Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss)

Three months ended

Nine months ended

November 30, 2022

November 30, 2023

November 30, 2022

Cost of goods sold

Operating expenses

(loss) from operations

operating income and expenses

revenue/(expense)

Depreciation and amortization expense

General and administrative expenses

Research and development expenses

Selling expenses

Total operating expenses

Income (loss) from operations

Non-operating income and expenses

(loss) before income taxes

income (loss)

comprehensive income (loss) from operations

comprehensive income (loss)

The accompanying notes are an integral part of these Unaudited Condensed

Consolidated Financial Statements.

Consolidated Statements of Stockholders’ Equity (Unaudited)

Interest income

Other revenue/(expense)

Provision for impairment of note

Interest expense

Total non-operating income and expenses

Income (loss) before income taxes

Current income taxes

Deferred income taxes

Net income (loss)

Other comprehensive income (loss) from operations

Total comprehensive income (loss)

$ ( 491,911 )

$ ( 480,809 )

$ ( 243,673 )

Earnings Per Share:

Loss per share

accompanying notes are an integral part of these financial statements.

Unaudited Condensed

Consolidated Statements of Stockholders’ Equity

Stock Additional Paid in Capital

Earnings (Deficit)

Comprehensive Income

income (loss) for the period

foreign currency translation Reserve

August 31,2022

February 28,2022

Balance, August 31, 2022

Net income (loss) for the

Other comprehensive income

currency translation adjustment

Balance, November 30, 2022

Balance February 28, 2022

issued - pursuant to acquisitions @ $2 per share

income (loss) for the period

comprehensive income

currency translation

increase/decrease in stock

fees capitalized

August 31, 2022

comprehensive income

foreign currency translation adjustment

November 30, 2022

$ ( 766,167 )

Stock Additional Paid in Capital

Earnings (Deficit)

Comprehensive Income

income (loss) for the period

foreign currency translation Reserve

currency apportionment

Balance, August 31, 2023

Net income (loss) for the period

Other comprehensive income

Foreign currency apportionment

reclassification

August 31,2023

February 28,2023

income (loss) for the period

foreign currency translation Reserve

comprehensive income

currency translation

increase/decrease in stock

fees capitalized

August 31, 2023

accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

Condensed Consolidated

Statements of Cash Flows (Unaudited)

Net foreign currency translation

Balance, November 30, 2023

Balance, February 28,2023

Net income (loss) for the period

Other comprehensive income

Net foreign currency translation

Balance, November 30, 2023

accompanying notes are an integral part of these financial statements.

Condensed Consolidated Statements of Cash Flows

FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

income taxes and tax credits

provision on note receivable

decrease in receivables

2 unchanged sentences

(decrease) in accounts payable and accrued expenses

CASH FLOWS FROM OPERATING ACTIVITIES

CASH FLOWS PROVIDED BY/(USED IN) OPERATING ACTIVITIES

FLOWS FROM INVESTING ACTIVITIES:

to acquire property, plant, and equipment

CASH USED BY INVESTING ACTIVITIES

Cash used in note receivable

CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES

FLOWS FROM FINANCING ACTIVITIES:

from assuming long-term debt

from issuance of long-term debt

from long-term debt

of long-term debt

raising fee paid in equity

from issuance of common stock

CASH PRODUCED BY FINANCING ACTIVITIES

CASH PROVIDED/(USED) BY FINANCING ACTIVITIES

of exchange rate on cash and cash equivalents

4 unchanged sentences

received for:

The accompanying notes are an integral part of these Unaudited

Condensed Consolidated Financial Statements.

Medinotec Incorporated

Notes to the Condensed

Consolidated Entities Financial Statements

For the period ended

August 31, 2023

is a US-based company with a primary investment in DISA Medinotec ("Medinotec"), a South African medical device manufacturing

and distribution company, which in management’s opinion

is a global leader in tracheal non-occlusive airway dilation technology and medical device design.

“The Company” (consists

of Medinotec Incorporated in Nevada, Medinotec Capital Proprietary Limited and DISA Medinotec Proprietary Limited incorporated in South

Africa) has experience in establishing facilities for the manufacturing and design of niche medical devices and establishing international

distribution networks to commercialize these devices.

accompanying notes are an integral part of these financial statements.

Medinotec Inc.

is seeking to expand sales and distribution operations into the

United States of America and other markets.

the impact of the Ukraine military action and related sanctions on the world economy are not determinable as of the date of these financial

statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable

and remains unknown as of the date of these Unaudited Condensed Consolidated Financial Statements.

Company’s Unaudited Condensed Consolidated financial statements have been prepared on a going concern basis, which contemplates

the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company received FDA 510(k) approval

through the substantially equivalence process for Class II medical devices for our main product being the Trachealator in November 2021.

A private placement was completed in the wake of the successful research and development (R&D) and subsequent regulatory approval

in the prior financial year for $ 3,467,500 .

is a US-based company

with a primary investment in DISA Medinotec Proprietary Limited (“DISA Medinotec”), a South African medical device manufacturing

and distribution company, which in management’s opinion is a global leader in tracheal non-occlusive airway dilation technology

and medical device design.

“The Company” consists of Medinotec Inc.

in Nevada and its wholly owned subsidiaries, Medinotec

Capital Proprietary Limited and DISA Medinotec, of which both are incorporated in South Africa.

Combined, the Company has the experience

in establishing facilities for the manufacturing and design of niche medical devices and establishing international distribution networks

to commercialize these devices.

The Company is seeking to expand sales

and distribution operations into the United States of America and other markets.

Further to the impact of the various military actions

and the related sanctions on the world economy, their impact is not determinable as of the date of these financial statements.

impact of these on the Company’s financial condition, results of operations, and cash flows is also not determinable and remains

unknown as of the date of these Unaudited Condensed Consolidated Financial Statements.

The Company’s Unaudited Condensed Consolidated financial statements

have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal

course of business.

The Company received FDA 510(k) approval through the substantial equivalence process for Class II medical devices

for its main product, the Trachealator, in November 2021.

A private placement was completed in the wake of the successful research and

development (R&D) and subsequent regulatory approval in the prior financial year for $ 3,467,500 .

The Company recently embarked on obtaining various distribution contracts from principals to ensure a full sales basket and cash

generation to sustain growth and product development in the near future.

Accounting Policies

17 unchanged sentences

currency translation

Translation of foreign subsidiary

accounts of the foreign subsidiaries are translated into U.S.

Assets and liabilities are translated at year end exchange rates

and income and expense accounts are translated at average exchange rates in effect during the year.

Translation adjustments resulting

from fluctuations in the exchange rates are recorded in accumulated other comprehensive income, a separate component of stockholders'

Exposed to currency variations

in subsidiary

The primary operations and functional

currency of a subsidiary's business is in South African Rand.

Due to the emerging market nature of this currency the spread volatility

of the currency low and high can be material during a year.

The conversion of the currency from Rand to reporting currency US Dollar

can cause significant up or downward trends that is recorded in reserves under the heading accumulated comprehensive income.

of foreign subsidiary

The accounts of the foreign subsidiaries

are translated into the reporting currency United States Dollar.

Assets and liabilities are translated at year end exchange rates and

income and expense accounts are translated at average exchange rates in effect during the year.

Translation adjustments resulting from

fluctuations in the exchange rates are recorded in accumulated other comprehensive income, a separate component of stockholders' equity.

to currency variations in subsidiary.

primary operations and functional currency of a subsidiary's business is in South African Rand.

Due to the emerging market nature of

this currency the spread volatility of the currency low and high can be material during a year.

The conversion of the currency from Rand

to reporting currency US Dollar can cause significant up or downward trends that are recorded in reserves under the heading accumulated

comprehensive income.

based on a review and management evaluation.

receivables are presented on the condensed consolidated balance sheets, net of estimated uncollectible amounts.

The carrying amounts

of trade accounts receivable and unbilled accounts receivable represent the maximum credit risk exposure of these assets.

On a quarterly

basis, in accordance with FASB ASC 326, Measurement of Credit Losses on Financial Instruments ("ASC 326"), the Company evaluates

the collectability of outstanding accounts receivable balances to determine an allowance for credit losses that

reflects its best estimate of the lifetime expected credit losses.

The allowance for credit loss is based on an assessment of past events,

current economic conditions, and forecasts of future events.

Individual uncollectible accounts are written off against the allowance

when collection of the individual accounts appears doubtful.

Company generate its revenues from the sale of high-quality medical devices which are self- manufactured through in-depth research and

The products developed are sold via a network of distributors in many parts of the world and through a direct sales force

in South Africa.

Our clients are billed based on a

pricelist that are agreed upon in each customer contract, orders are shipped on a per order basis from our warehouse with Free-on-Board

Inco terms, therefore our client assumes the risk of the sale at point of invoice.

The Company has two operating segments, Inside the

United States of America and Outside the United States of America, these sales are split by these territories and further segregated

into the specific line of product sold into these territories.

Company has no contract assets or liabilities representing accrued revenues that have not yet been billed to the customers due to certain

contractual terms, because of the fact that orders are placed, invoiced and shipped on a per order basis and when our clients require

additional inventory.

All revenue is recognized at a specific point and time.

Revenues are recognized when control

of the promised goods or services are transferred to a customer in an amount that reflects the consideration that the Company expects

to receive in exchange for those products.

The Company apply the following five steps in order to determine the appropriate amount of

revenue to be recognized as it fulfills its obligations under each of its arrangements:

the contract with a customer,

the performance obligations in the contract,

the transaction price,

the transaction price to performance obligations in the contract, and

revenue as the performance obligation is satisfied.

ASC Topic 606, the Company estimate the transaction price, including variable consideration, at the commencement of the contract and

Accounts receivables are presented

on the condensed consolidated balance sheets, net of estimated uncollectible amounts.

The carrying amounts of trade accounts receivable

and unbilled accounts receivable represent the maximum credit risk exposure of these assets.

On a quarterly basis, in accordance with

FASB ASC 326, Measurement of Credit Losses on Financial Instruments ("ASC 326"), the Company evaluates the collectability of

outstanding accounts receivable balances to determine an allowance for credit losses that reflects its best estimate of the lifetime expected

credit losses.

The allowance for credit loss is based on an assessment of past events, current economic conditions, and forecasts of future

Individual uncollectible accounts are written off against the allowance when collection of the individual accounts appears doubtful.

As at February 28, 2023 no allowance had been recognized as our United States roll-out had only begun and we therefore did not have sufficient

sales history to make an assessment.

Allowance for Credit Losses –

Accounts Receivable

The allowance for credit losses required

under ASC 326 is a valuation account that is deducted from the accounts receivables’ amortized cost basis on the Company’s

Unaudited Condensed consolidated balance sheets.

Our accounts receivable is generated from the sales revenue.

The Company elected to estimate

expected losses using an analytical model based on methods that utilize the accounts receivable aging schedule.

This analytical model

incorporates historical loss activity, geographic location, customer-specific information, collection terms and customer amounts.

Company evaluates the estimated allowance on an aggregate basis as each individual account receivable shares similar risk characteristics.

During the fiscal period, the Company adopted ASC 326 using the modified retrospective transition method and, as of November 30, 2023,

the Company determined that the allowance for credit losses, if any, is immaterial as of adoption date and the Company will continue to

evaluate the accounts receivable portfolio on an on-going basis.

An appropriate allowance for doubtful

accounts has been recognized as of November 30, 2023, and February 28, 2023, respectively.

Exports out of South Africa are done on a pre-payment

basis with exception of one customer whose account was settled in full post quarter end.

Sales inside South Africa are conducted through

DISA Lifesciences whose account was settled in full after the end of the quarter.

All sales in the United States were made for the first

time during the first quarter and fully collected post quarter within terms.

The Company generates revenues

through two distinct revenue sources:

From the sale of high-quality medical devices which

are self-manufactured through in-depth research and development;

Through the distribution of finished products on behalf

of other principals around the world into pre-agreed territories which are usually exclusive territories granted by such principal.

Revenue from the sale of self-manufactured

These products are developed in-house.

Company’s clients are billed based on a pricelist that are agreed upon

in each customer contract, orders are shipped on a per order basis from the Company’s warehouse with Free-on-Board Inco terms, therefore

the client assumes the risk of the sale at delivery and at the point of invoice, which will incur within 72 hours of delivery.

Revenues relating to the self-manufactured

products are recognized when control of the promised goods or services is transferred to a customer in an amount that reflects the consideration

that the Company expects to receive in exchange for those products.

The Company applies the following five steps in order to determine the

appropriate amount of revenue to be recognized as it fulfills its obligations under each of its arrangements:

identify the contract with a customer,

identify the performance obligations in the contract,

determine the transaction price,

allocate the transaction price to performance obligations in the contract, and

recognize revenue as the performance obligation is satisfied.

Revenue from the distribution of

The distribution products are sold

via a network, which consists of a mixture of sub-distributors and in some instances a direct sales force.

The Company’s clients

are billed based on a pricelist that are agreed upon in each customer contract, orders are shipped on a per order basis from the Company’s

warehouse with Free-on-Board Inco terms.

The Company’s sub-distributors order from the Company on the same basis as its customers

and have no preferential return rights on their inventory orders, therefore the client assumes the risk of the sale at point of invoice.

Revenues relating to the distribution

products are recognized when control of the promised goods or services are transferred to a customer in an amount that reflects the consideration

that the Company expects to receive in exchange for those products.

The Company applies the following five steps in order to determine

the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its arrangements:

identify the contract with a customer,

identify the performance obligations in the contract,

determine the transaction price,

allocate the transaction price to performance obligations in the contract, and

recognize revenue as the performance obligation is satisfied.

Goods delivered to a consignee pursuant

to a consignment arrangement are not considered sales, and do not qualify for revenue recognition.

Once it is determined that substantial

risk of loss, rewards of ownership, as well as control of the asset have transferred to the consignee, revenue recognition would then

be appropriate, assuming all other criteria for revenue recognition have been satisfied.

For both revenue streams

The Company has two operating segments,

inside the United States and outside the United States.

These sales are split by these territories and further segregated into the specific

revenue streams sold into these territories.

The Company has no contract assets

or liabilities representing accrued revenues that have not yet been billed to the customers due to certain contractual terms, because

of the fact that orders are placed, invoiced, and shipped on a per order basis as and when the clients require additional inventory.

revenue is recognized at a specific point and time.

ASC Topic 606, the Company estimates the transaction price, including variable consideration, at the commencement of the contract and

recognizes revenue at point of sale when risks and rewards are transferred to the customer.

1 unchanged sentence

that would need to be recognized over time and the point of risks and rewards being transferred is very clear.

Payment Terms

payment terms vary per segments;

export sales made from within South Africa are subject to prepayment, where accounts are granted, they

generally have payment terms of 30 days from statement and sales made inside the United States of America are 45 to 60 days The

time between a customer’s payment and the receipt of funds is not significant.

Our contracts with customers do not result in significant

obligations associated with returns, refunds or warranties.

Our payment terms are generally fixed and do not include variable revenues.

Our payment terms vary per segments;

export sales made from within South Africa are subject to prepayment, where accounts are granted.

They generally have payment terms of

30 days from statement and sales made inside the United States are 45 to 60 days.

Terms can be extended by the Company when it deems the

business case and credit worthiness of the customer is strong enough.

The time between a customer’s payment and the receipt of funds

is not significant.

The Company’s contracts with customers do not result in significant obligations associated with returns, refunds,

or warranties.

Payment terms are generally fixed and do not include variable revenues.

The Company sells a significant amount

to DISA Vascular Distribution trading as DISA Life Sciences.

For the quarter ending November 30, 2023, 79 % (November 30, 2022:

for the nine months ended November 30, 2023, 66 % (November 30, 2022:

66 % ) of the Company's total revenue is derived from this single

customer in the distribution environment in South Africa.

and development

2 unchanged sentences

earnings (loss) per share are computed based on the weighted average number of ordinary shares outstanding during each year.

One major European Cardiac supplier constitutes 68 %

( 0 % in prior period) of the total Cost of Goods Sold.

accounting pronouncements

November 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

Codification Improvements to Topic 326, Financial Instruments-Credit Losses which amends ("ASU") No.

2016-13 Measurement of Credit

Losses on Financial Instruments ("ASU 2016-13") and modifies or replaces existing models for impairment of trade and other receivables,

debt securities, loans, beneficial interests held as assets, purchased-credit impaired financial assets and other instruments.

standard requires entities to measure expected losses over the life of the asset and recognize an allowance for estimated credit losses

upon recognition of the financial instrument.

For the Company, this standard is effective December 15, 2022, with early adoption permitted.

Entities are required to apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning

of the first reporting period in which the guidance is adopted.

The impact of this was assessed on accounts receivable and loans receivable,

and the impact was not material for this reporting period.

for Credit Losses – Accounts Receivable

allowance for credit losses required under ASC 326 is a valuation account that is deducted from the accounts receivables’ amortized

cost basis on the Company’s Unaudited Co ndensed

consolidated balance sheets.

Our accounts receivables are generated from the sales revenue.

The Company elected to estimate expected

losses using an analytical model based on methods that utilize the accounts receivable aging schedule.

This analytical model incorporates

historical loss activity, geographic location, customer-specific information, collection terms and customer amounts.

The Company evaluates

the estimated allowance on an aggregate basis as each individual account receivable shares similar risk characteristics.

Upon adoption

of ASC 326 using the modified retrospective transition method and as of August 31, 2023, the Company determined that the allowance for

credit losses, if any, is immaterial as of adoption date and the Company will continue to evaluate the accounts receivable portfolio

on an on-going basis.

Company sells a significant amount to DISA Vascular Distribution trading as DISA Life Sciences.

For the quarter ending August 31, 2023

(August 31, 2022:

and for the six months ended August 31, 2023 29 %

(August 31,2022:

of the Company's total revenue is derived from this single customer in the distribution environment in South Africa.

No allowance for doubtful accounts

was recognized as of August 31, 2023 and February 28, 2023, respectively.

Exports out of South Africa is done on a pre-payment basis

with exception of one customer whose account was settled in full post quarter end.

Sales inside South Africa is conducted through DISA

Lifesciences whose account was settled in full after the end of the quarter.

All sales in the United States of America were made for

the first time during the first quarter and fully collected post quarter within terms.

other ASUs issued and not yet effective for the three months ended August 31, 2023, and through the date of this report, were assessed

and determined to be either not applicable or are expected to have minimal impact on the Company’s financial position or results

of operations.

Company has two main reportable segments that comprise the structure used by the Company executive committee (Exco) to make key operating

decisions and assess performance.

The Company’s reportable segments are operating segments that are differentiated by the activities

that each undertakes and the products they manufacture and market (referred to as business segments).

Each business utilizes the same

technology, manufacturing and marketing strategies, and differ by geographical region only.

The Company evaluates the performance

of its reportable segments based on operating profit after re- measurement items.

The Company accounts for inter-segment sales and transfers

as if the sales and transfers were entered into under the same terms and conditions as would have been entered into in a market-related

The financial information of the Company’s

reportable segments is reported to the Exco for the purpose of making decisions about allocating resources to the segment and assessing

its performance.

Operating segments are reported

in a manner consistent with the internal reporting provided to the Exco who is responsible for allocating resources and assessing the

performance of the operating segments.

Medinotec Inc's qualitative application

of the segmental accounting policy

The Exco is the Company’s chief

operating decision-maker.

Management has determined the operating segments based on the information reviewed by the Exco for the purposes

of allocating resources and assessing performance.

Exco considers the business from a mainly a geographic perspective since products sold in all territories are the same.

Geographically,

management considers the performance within the United States of America and Outside the United States of America.

From a product sales

perspective, management separately considers the activities in these geographies on a segmental basis.

The Company manufactures and sells

medical devices in two divisions namely Sales inside the United States of America (Domestic) and Sales outside the United States of America

(International).

In September 2022, the Financial Accounting

Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) ASU 2022-04, Liabilities - Supplier

Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations, which enhances transparency surrounding the use

of supplier finance programs.

The new guidance requires qualitative and quantitative disclosure sufficient to enable users of the financial

statements to understand the nature, activity during the period, changes from period to period and potential magnitude of such programs.

The amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years,

except for the amendment on roll forward information, which is effective for fiscal years beginning after December 15, 2023.

is currently evaluating the ASU to determine its impact on the Company’s disclosures.

Issued Accounting Pronouncements

August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05,

Business Combinations-Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement (“ASU 2023-05”), which

addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements.

The amendments require certain joint ventures to apply a new basis of accounting upon formation by recognizing and initially measuring

most of their assets and liabilities at fair value.

The objectives of the amendments are to provide decision-useful information to investors

and other allocators of capital in a joint venture’s financial statements and also to reduce diversity in practice.

ASU 2023-05 is

effective for both public and private joint venture entities with a formation date on or after January 1, 2025.

adoption is permitted.

Entities may elect to apply the guidance retrospectively to joint ventures with a formation date prior to January

The Company does not expect the adoption of this standard to have a material impact on its condensed consolidated financial

statements and related disclosures.

June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject

to Contractual Sale Restrictions to clarify that a contractual restriction on the sale of an equity security is not considered part of

a unit of account of the equity security, and, therefore, is not considered in measuring fair value.

The amendments also clarify that

an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction.

The amendments also require the

following disclosures for equity securities subject to the contractual sale restrictions.

The fair value of equity securities subject to the contractual sale restrictions reflected on the balance sheet.

The nature and remaining duration of the restriction(s).

The circumstances that could cause a lapse in the restriction(s).

guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those financial years.

does not expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements

and related disclosures.

In November 2023, the FASB issued ASU

2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures", which amends the disclosure to improve

reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an annual and

interim basis for to enable investors to develop more decision-useful financial analyses.

All public entities will be required to report

segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023.

The Company is currently

assessing potential impacts of ASU 2023-06 and does not expect the adoption of this guidance will have a material impact on its condensed

consolidated financial statements and disclosures as disclosed in Note 20.

In December 2023, the FASB issued ASU

2023-09, " Income Taxes (Topic 740):

Improvements to Income Tax Disclosures", which amends the disclosure to address investor

requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate

reconciliation and income taxes paid information and includes certain other amendments to improve the effectiveness of income tax disclosures.

For entities other than public business entities, the requirements will be effective for annual periods beginning after December 15, 2025.

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

Early adoption is permitted.

The Company is currently assessing potential impacts of ASU 2023-09 and does not expect the adoption of this guidance will have a material

impact on its condensed consolidated financial statements and disclosures and the Company is in a loss position and not incurring any

tax expenses.

All other ASUs issued and not yet

effective for the three months ended November 30, 2023, and through the date of this report, were assessed and determined to be either

not applicable or are expected to have minimal impact on the Company’s financial position or results of operations.

Value Measurements

Company reports all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair

value in the Unaudited Cond ensed

Consolidated financial statements on a recurring basis.

Valuation techniques used to measure fair value must maximize the use of observable

inputs and minimize the use of unobservable inputs.

The authoritative guidance establishes a fair value hierarchy that prioritizes the

inputs to valuation techniques used to measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active

markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable

inputs (Level 3 measurements).

value in the Unaudited Condensed Consolidated financial statements on a recurring basis.

Valuation techniques used to measure fair value

must maximize the use of observable inputs and minimize the use of unobservable inputs.

The authoritative guidance establishes a fair

value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.

The hierarchy gives the highest priority

to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements

involving significant unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy are as follows:

Level 1 — Inputs are quoted prices

(unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 — Inputs are observable,

unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets

or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for

substantially the full term of the related assets or liabilities.

Level 3 — Inputs are unobservable

inputs for the asset or liability.

The level in the fair value hierarchy

within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value

measurement in its entirety.

At August 31, 2023 and February 28,

2023, all of the Company’s cash and cash equivalents, trade accounts receivable and trade accounts payable were short term in nature,

and their carrying amounts approximate fair value.

Our current and long-term debt arrangements are classified as level 2 financial instruments.

1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability

to access at the measurement date.

2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices

for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated

by observable market data for substantially the full term of the related assets or liabilities.

3—Inputs are unobservable inputs for the asset or liability.

level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that

is significant to the fair value measurement in its entirety.

November 30, 2023, and February 28, 2023, all of the Company’s

cash and cash equivalents, trade accounts receivable and trade accounts payable were short term in nature, and their carrying amounts

approximate fair value.

The Company’s current and long-term debt arrangements are classified as level 2 financial instruments.

plant and equipment

plant and equipment consist of the following:

Leasehold improvement

Computer equipment

Computer software

Office equipment

Furniture and fixtures

Motor vehicles

Plant and machinery

Laboratory equipment

and machinery

currency adjustment

2 unchanged sentences

( 1,405,542 )

expense totaled $ 37,268

for the six months ending August 31, 2023 and

for the six months ending August 31, 2022.

additions were made to Plant and machinery for the three

months ending August 31, 2022.

There were no

additions for the three months ending August

There were no

disposals in either of these periods.

in property, plant and equipment from February 28, 2023 to August 31, 2023 is due to foreign currency adjustments only.

expenses totaled $ 17,397 for the quarter, $ 54,664 for the nine months ending November 30, 2023, and $ 16,932 for the

quarter and $ 64,153 for the nine months ending November 30, 2022.

There were immaterial cash additions of $ 851 for the three and nine months ending November 30, 2023, and there were additions of $ 57,042 for the nine months

ending November 30, 2022.

These additions in the prior period were to support the scale and growth expected in sales by launching

the Trachealator product into the territory of the United States of America.

Depreciation Allocation to Cost of

A portion of the depreciation expense

related to Property, Plant, and Equipment has been allocated to the Cost of Goods Sold.

This practice is in accordance with the company's

accounting policy, which recognizes a portion of the depreciation expense as part of the cost of producing goods.

The allocation of depreciation to

Cost of Goods Sold is based on the estimation of the assets' usage in the production process.

This method is employed to better match

the cost of assets with the revenue generated during the period.

Depreciation of $ 18,215 was allocated

to Cost of Goods Sold for the nine months ending November 30, 2023.

For the nine months ending November 30, 2022 $ 11,293 was allocated

to Cost of Goods Sold.

For the quarter ended November 30,

2023 depreciation of $ 5,793 was allocated to Cost of Goods Sold compared to $ 6,603 in the prior year quarter ended November 30, 2022.

current assets

Tax and statutory refunds

Other receivable

Accounts by period

and statutory refunds

consists of the following:

Finished goods

Work in progress

Less provisions for obsolescence

provisions for obsolescence

and notes receivable

Innovative outcomes

In furtherance of our efforts to

expand into the United States of America, on September 16, 2022, we entered into an unsecured revolving line of credit to lend Innovative

Outcomes, Inc.

up to $ 750,000 , of which

$ 585,000 has been drawn as

of August 31,2023.

Innovative Outcomes is a company

in Little Rock, Arkansas, and we plan to enter into an arrangement with the entity for the marketing and distribution of various products.

The funds from our line of credit will be used by Innovative Outcomes for setting up infrastructure for the products, including a headquarters

for sales representatives, an administrative hub and customer services to handle all back-office items, setting up a sales system and

marketing program, warehousing of inventory in a licensed warehouse, setting up distribution capabilities, marketing activities and training

Maximum allowed according to Revolving Credit Agreement:

advanced shall bear interest at a per annum rate equal to eight percent ( 8.0 % ), compounded monthly.

In the event of a default, any amounts advanced will bear interest at (12%) per annum .

Amount drawn:

entity considers the performance of the loan to Innovative Outcomes against the development of the related infrastructure to support

sales into the inside the United States of America Sales segment and then determines the allowance for credit loan losses.

segment showed significant growth over the past quarter and the growth is expected to continue in the United States of America sales

territory management deems this loan made for the intention of building the United States of America market as being fully performing

at the moment.

There has also not been any material breach in the contract for the quarter under review and therefore the loan is classified

as fully performing at the moment and no credit loss is provided against it.

Management conducts this assessment once a quarter.

for impairment

Company entered into a revolving credit facility with Innovative Outcomes for up to $ 750,000

to support the launch of the Trachealator in the US.

due to a strategic shift, the Company fully reserved for the note receivable during the quarter ended November 30, 2023, as the planned

combined network and infrastructure with Innovative Outcomes was no longer aligned.

from related parties

payable consist of a $ 2,238,974

unsecured loan from the prior parent entity of

DISA Medinotec Proprietary Limited incorporated in South Africa called Minoan Medical Proprietary Limited.

This loan originated to fund

working capital and capex expansions of DISA Medinotec Proprietary Limited during the developmental and startup phase.

After the acquisition

of DISA Medinotec Proprietary Limited Company assumed this liability.

The Company has a period of 3 years after the IPO date or a date

at which the company starts trading on a recognizable exchange to repay the loan .

During these 3

years the loan will carry interest at the prevailing

prime lending rate of the time.

prevailing prime lending rate on the quarter ending August 31, 2023 in South Africa is 11.75 % .

interest charged for the quarter was $ 61,054 and a 1% movement in the interest rates constitutes a value of $5,598 on a quarterly basis .

The interest rate chargeable is a guideline determined by the South African Reserve Bank and gets utilized by financial institutions

to determine the financial gain they may derive from a loan.

The Prime rate is therefore an arm’s length transaction and justifiable

rate that can be applied to a loan within the borders of the Republic of South Africa and therefore complies with the arm’s length

definitions in ASC 850-10-50-6.

loan can be settled in cash or any other form of equivalent, it’s important to note that the South African Reserve Bank would need

to approve any settlement made by Medinotec Inc on behalf of its subsidiary DISA Medinotec Proprietary Limited.

Medical Proprietary Limited’s ultimate beneficial owner is the CEO of the Company Dr.

Gregory Vizirgianakis and is used to hold

his medical investments and exports of which DISA Medinotec Proprietary Limited was one of these investments before it got transferred

into the Company.

Pieter van Niekerk (CFO) also serves as a director on Minoan Medical Proprietary Limited.

payable consists of a $ 1,580,514 unsecured

loan from the prior parent entity of DISA Medinotec in South Africa called Minoan Medical Proprietary Limited (“Minoan

This loan originated to fund working capital and capex expansions of DISA Medinotec during the developmental and

startup phase.

After the acquisition of DISA Medinotec on

March 2, 2022, the Company assumed this liability The Company has a period of 3

years after the IPO date or a date at which the Company starts trading on a recognizable exchange to repay the loan.

years the loan will carry interest at the

prevailing prime lending rate of the time.

The Minoan Medical loan decreased

by $282,552 during the quarter ended November 30, 2023.

prevailing prime lending rate on the quarter ending November 30, 2023, in South Africa is 11.75 % .

The interest charged for the quarter was $ 56,645 and $ 172,889 for

the nine months.

1% movement in the interest rates constitutes a value of $1,341 on a quarterly basis and $17,288 for the nine months ending November

The interest rate chargeable is a

guideline determined by the South African Reserve Bank and gets utilized by financial institutions to determine the financial gain

they may derive from a loan.

The Prime rate is therefore an arm’s length transaction and justifiable rate that can be applied

to a loan within the borders of the Republic of South Africa and therefore complies with the arm’s length definitions in ASC

The loan can be settled in cash or

any other form of equivalent.

Under statutory banking regulations, the South African Reserve Bank would need to approve any settlement

made by Medinotec Inc on behalf of its subsidiary DISA Medinotec.

Minoan Medical’s ultimate beneficial

owner is the CEO of the Company, Dr.

Gregory Vizirgianakis, and is used to hold his medical investments and exports of which DISA Medinotec

was one of these investments before it was transferred into the Company.

Pieter van Niekerk (CFO) also serves as a director for Minoan

charges are charged to the Minoan Medical loan account.

Minoan Medical Proprietary Limited

Minoan Capital Proprietary Limited

loans payable

Medical Proprietary Limited

This is an unsecured loan entered

into during the 2016 fiscal year which is repayable at the end of 3

years after any Initial Public Offering (IPO).

This note will become due in full on March 31, 2026.

The loan carries interest

at the prevailing prime lending rate of the time.

The prevailing prime lending rate on the quarter ending August 31, 2023 in South Africa

The interest charged for the quarter

ending August 31, 2023 was $ 61,054 .

Interest charged for the quarter ending August 31, 2022 was $ 41,953

at the then prevailing interest rate of 9 % .

Company has the option to settlement in cash or equivalents, and any settlements of this loan account by Medinotec Inc on behalf of its

wholly owned subsidiary would require South African Reserve Bank Approval.

It will be treated as a liability until such approval has

been granted, the Company is in the process of applying for approval.

Capital Proprietary Limited

loans payable

payable and accrued expenses

payable by period

payable consist of the following:

accounts payable

Trade accounts

payroll, payroll taxes and vacation

Royalties payable

Provision for income tax

and deferred rent

Company leases office and warehouse spaces under noncancelable operating lease agreements, which became effective on August 1, 2023 for

a period of 3 years, terminating July 31, 2026.

The Company is required to pay property taxes, insurance, and normal maintenance costs

for certain of these facilities and will be required to pay any increases over the base year of these expenses on the remainder of the

Consolidated entities facilities.

Certain of the Company’s operating

leases contain predetermined fixed escalations of minimum rentals during the lease term.

For these leases, the Company recognize the

related rental expense on a straight- line basis over the life of the lease from the date the Company takes possession of the office

and records the difference between amounts charged to operations and amounts paid as deferred rent.

As of August 31, 2023 $ 0

Company leases office and warehouse space under noncancelable operating lease agreements, which became effective on August 1, 2023,

for a period of 3 years , terminating July 31, 2026 .

The Company is required to pay property taxes, insurance, and normal maintenance

costs for certain of these facilities and will be required to pay any increases over the base year of these expenses on the remainder

of the Consolidated entities facilities.

of the Company’s operating leases contain predetermined fixed escalations of minimum rentals during the lease term.

For these leases,

the Company recognizes the related rental expense on a straight- line basis over the life of the lease from the date the Company takes

possession of the office and records the difference between amounts charged to operations and amounts paid as deferred rent.

As of November

30, 2023, $ 0 had been accrued.

The Company leases office and warehouse

spaces under operating lease agreements.

Rent expense under the agreement was $ 2,642

for the quarter ending August 31, 2023.

Rent commitments, before considering renewal options

that generally are present, were as follows:

year ending February 28

From time to time, the Company may

become involved in various legal proceedings in the ordinary course of its business and may be subject to third-party infringement claims.

In the normal course of business,

the Company may agree to indemnify third parties with whom they enter into contractual relationships, including customers, lessors, and

parties to other transactions with the Company, with respect to certain matters.

The Company has agreed, under certain conditions, to

hold these third parties harmless against specified losses, such as those arising from a breach of representations or covenants, other

third-party claims that the Company’s products, when used for their intended purposes infringe the intellectual property rights

of such other third parties, or other claims made against certain parties.

It is not possible to determine the maximum potential amount

of liability under these indemnification obligations due to the Company’s limited history of prior indemnification claims and the

unique facts and circumstances that are likely to be involved in each claim.

From time to time, the Company is

subject to various claims that arise in the ordinary course of business.

Management believes that any liability of the Condensed Consolidated

entities that may arise out of or with respect to these matters will not materially adversely affect the financial position, results

of operations, or cash flows of the Company.

At reporting date there is no known material

litigation or claims against the Company.

Rent expense under the agreement was $ 23,391 for the quarter

ending November 30, 2023.

Rent commitments, before considering renewal options that generally are present, were as follows:

Financial year ending February

time to time, the Company may become involved in various legal proceedings in the ordinary course of its business and may be subject

to third-party infringement claims.

the normal course of business, the Company may agree to indemnify third parties with whom they enter into contractual relationships,

including customers, lessors, and parties to other transactions with the Company, with respect to certain matters.

The Company has agreed,

under certain conditions, to hold these third parties harmless against specified losses, such as those arising from a breach of representations

or covenants, other third-party claims that the Company’s products, when used for their intended purposes infringe the intellectual

property rights of such other third parties, or other claims made against certain parties.

It is not possible to determine the maximum

potential amount of liability under these indemnification obligations due to the Company’s limited history of prior indemnification

claims and the unique facts and circumstances that are likely to be involved in each claim.

time to time, the Company is subject to various claims that arise in the ordinary course of business.

Management believes that any liability

of the Condensed Consolidated entities that may arise out of or with respect to these matters will not materially adversely affect the

financial position, results of operations, or cash flows of the Company.

As of November 30, 2023, there were

no known material litigation or claims against the Company.

Stockholders'

and issued stock by period

of August 31, 2023, Medinotec Inc., the parent Company, had 188,266,250

shares of common stock authorized and available

to issue for purposes of satisfying conversion of preferred stock, the exercise of warrants, the exercise and future grant of common

stock options, and for purposes of any future business acquisitions and transactions.

August 31, 2023, Medinotec Inc., the parent Company, had 20,000,000

shares of preferred stock authorized and available

and outstanding shares

of November 30, 2023, Medinotec Inc., the parent Company, had 188,266,250 shares of common stock authorized and available to issue for

purposes of satisfying conversion of preferred stock, the exercise of warrants, the exercise and future grant of common stock options,

and for purposes of any future business acquisitions and transactions.

of November 30, 2023, Medinotec Inc., the parent Company, had 20,000,000 shares of preferred stock authorized and available to issue.

stock additional paid in capital

2 unchanged sentences

of income tax expense are as follows:

ended (unaudited)

months ended (unaudited)

Tax from operations

Deferred/future

The reconciliation of income tax expense (benefit) computed

at the Federal statutory tax rates to income tax expense (benefit) is as follows:

ended (unaudited)

Tax at federal statutory

Deferred taxes and

timing differences

Effective tax rate

reconciliation of income tax expense (benefit) computed at the Federal statutory tax rates to income tax expense (benefit) is as follows:

Three months ended (unaudited)

Nine months ended (unaudited)

November 30, 2023

November 30, 2022

November 30, 2023

November 30, 2022

Tax at federal statutory rates

Deferred taxes and timing differences

uncertain tax positions have been identified for the current or comparative period.

taxes/Future income tax assets and valuation allowance

Significant components of the Company's future tax assets

are as follows:

components of the Company's future tax assets are as follows:

pay provision

credits assessed by tax authorities

Provision for credit losses

Provision for stock obsolescence

for Royalties

8 unchanged sentences

with a corresponding charge to net income.

The current six months ending August 31, 2023 the Company is approaching its breakeven point

with marginal profitability.

The on boarding of various planned new products as discussed in the post balance sheet events note is expected

to change the profitability of the Company materially into the future and therefore the deferred tax assets on the tax losses will be

utilized as these profits build up over time.

The current nine months ending November 30, 2023, the Company is approaching its breakeven

point with marginal profitability.

The on boarding of various planned new products as discussed in the post balance sheet events note

is expected to change the profitability of the Company materially into the future and therefore the deferred tax assets on the tax losses

will be utilized as these profits build up over time.

party transactions

Party Summary

with the Medinotec Company of Companies

transactions with the Medinotec Company of Companies

Directors with the Medinotec Company of Companies

Owners with the Medinotec Company of Companies

Medical Proprietary Limited

investment company controlled by Dr Gregory Vizirgianakis

Party Loan and Sales

Gregory Vizirgianakis

Gregory Vizirgianakis is the ultimate beneficial owner

Capital Proprietary Limited

investment company controlled by Dr Gregory Vizirgianakis

party loan Rental Expenses

Gregory Vizirgianakis is the ultimate beneficial owner

Vascular Distribution Proprietary Limited trading as DISA Lifesciences

appointed by DISA Medinotec Proprietary Limited for Africa

van Niekerk – Serves as independent non-executive according to distribution agreement.

external third party

van Niekerk resigned as a non-executive director on October 14,

and therefore the related party relationship ceased to exist on the same date.

Capital Proprietary Limited

African holding company of the Medinotec Company of Companies

party loan payable to Minoan Capital

Gregory Vizirgianakis

Incorporated in Nevada is the 100% ultimate parent entity

Medinotec Proprietary Limited

African operating and manufacturing company

party loan with Minoan medical

income and expenses with Minoan Medical

Gregory Vizirgianakis

Incorporated in Nevada is the 100% ultimate parent entity

Incorporated Nevada

parent of Medinotec Capital and DISA Medinotec

of the above for its related subsidiaries

Gregory Vizirgianakis

Vizirgianakis

is the entity owned by the shareholders and primarily controlled by Dr Gregory Vizirgianakis and his Brother Stavros Vizirgianakis

Company of Companies

Consolidated Company name of Medinotec Incorporated, Medinotec Capital Proprietary Limited and DISA Medinotec Proprietary Limited

for its related subsidiaries

The following table shows the transactions that the Company’s

directors, executive officers, holders of 5% or more of any class of our capital stock have had with respect to a direct or indirect

material interest in the Company.

Related Party Summary

Relationship with the Medinotec Group of Companies

Related transactions with the Medinotec Group of Companies

Related Directors with the Medinotec Group of Companies

Related Owners with the Medinotec Group of Companies

Minoan Medical Proprietary Limited

Medical investment company controlled by Dr Gregory Vizirgianakis

Related Party Loan and Sales

Dr Gregory Vizirgianakis

Pieter van Niekerk

Dr Gregory Vizirgianakis is the ultimate beneficial owner

Minoan Capital Proprietary Limited

Property investment company controlled by Dr Gregory Vizirgianakis

Related party loan Rental Expenses

Dr Gregory Vizirgianakis is the ultimate beneficial owner

DISA Vascular Distribution Proprietary Limited trading as DISA Lifesciences

Sub-distributor appointed by DISA Medinotec Proprietary Limited for Africa

Pieter van Niekerk – Serves as independent non- executive

according to distribution agreement.

n/a external third party

Pieter van Niekerk resigned as a non- executive director on October 14, 2022 and therefore the related party relationship ceased to exist on the same date.

Medinotec Capital Proprietary Limited

The African holding company of the Medinotec Group of Companies

Related party loan payable to Minoan Capital

Dr Gregory Vizirgianakis

Pieter van Niekerk

Medinotec Incorporated in Nevada is the 100% ultimate parent entity

Relationship with the Medinotec Group of Companies

Related transactions with the Medinotec Group of Companies

Related Directors with the Medinotec Group of Companies

Related Owners with the Medinotec Group of Companies

DISA Medinotec

Proprietary Limited

The African operating and manufacturing company

Related party loan with Minoan medical

Operational income and expenses with Minoan Medical

Dr Gregory Vizirgianakis

Pieter van Niekerk

Medinotec Incorporated in Nevada is the 100% ultimate parent entity

Medinotec Incorporated Nevada

Ultimate parent of Medinotec Capital and DISA Medinotec

All of the above for its related subsidiaries

Dr Gregory Vizirgianakis

Pieter van Niekerk

Joseph P Dwyer

Stavros Vizirgianakis

This is the entity owned by the shareholders and primarily controlled by Dr Gregory Vizirgianakis and his Brother Stavros Vizirgianakis

Medinotec Group of Companies

The Consolidated group name of Medinotec Incorporated, Medinotec Capital Proprietary Limited and DISA Medinotec Proprietary Limited

above for its related subsidiaries

Dr Gregory Vizirgianakis

Pieter van Niekerk

Joseph P Dwyer

Stavros Vizirgianakis

This is the entity owned by the shareholders and primarily controlled by Dr Gregory Vizirgianakis and his Brother Stavros Vizirgianakis

Pieter van Niekerk

Chief financial officer of the Medinotec Group of Companies

Transactions relating to mutual entities disclosed above

Related directorships

disclosed above

Minority Shareholder in Medinotec Inc

Gregory Vizirgianakis

Vizirgianakis

is the entity owned by the shareholders and primarily controlled by Dr Gregory Vizirgianakis and his Brother Stavros Vizirgianakis

financial officer of the Medinotec Company of Companies

relating to mutual entities disclosed above

directorships disclosed above

Chief Executive officer of the Minoan Group of Companies

Brother of Stavros Vizirgianakis

Transactions relating to mutual entities disclosed above

Related directorships

disclosed above

Shareholder in Medinotec Inc

Vizirgianakis

Executive officer of the Minoan Company of Companies

relating to mutual entities disclosed above

directorships disclosed above

in Medinotec Inc and Kingstyle investments.

of Stavros Vizirgianakis

Vizirgianakis

Non-Executive

director of the Medinotec Company of companies

of Gregory Vizirgianakis

relating to mutual entities disclosed above

Related other Directorships in Medinotec Company of Companies

Non-Executive

director of the

Company of companies

mutual entities

Directorships

DISA Medinotec Propriety Limited

leases commercial buildings from Minoan Capital Proprietary Limited (“Minoan Capital”).

Minoan Capital is fully owned by

the Chief Executive Officer of the Medinotec Company of Companies, Dr.

Relationship with the Medinotec Group of Companies

Related transactions with the Medinotec Group of Companies

Related Directors with the Medinotec Group of Companies

Related Owners with the Medinotec Group of Companies

Stavros Vizirgianakis

Non-Executive director of the Medinotec Group of companies

Brother of Gregory Vizirgianakis

Transactions relating to mutual entities disclosed above

No Related other Directorships in Medinotec Group of Companies

Non-Executive director of the Medinotec Group of companies

Transactions relating to mutual entities disclosed above

No Related other Directorships

in Medinotec Group of Companies

DISA Medinotec leases commercial buildings

from Minoan Capital Proprietary Limited (“Minoan Capital”).

Minoan Capital is fully owned by the Chief Executive Officer of

the Company, Dr.

Gregory Vizirgianakis.

Pieter van Niekerk, CFO of the Medinotec

Company of Companies, also serves as a director on Minoan Medical Proprietary Limited.

The lease agreement was renewed,

effective August 1, 2023 for a period of 3 years, terminating July 31, 2026.

Set forth below is a table showing

the Company’s rent paid and accounts payable for the quarters ended August 31, 2023 and 2022, with Minoan Capital:

Pieter van Niekerk, CFO of the Company, also serves as a director on Minoan Medical.

lease agreement was renewed, effective August 1, 2023, for a period of 3 years , terminating July 31, 2026 .

forth below is a table showing the Company’s rent paid and accounts payable for the quarters ended November 30, 2023, and 2022,

with Minoan Capital:

months ended (unaudited)

1 unchanged sentence

Segments and Disaggregated Revenue

Company has two reportable

segments that comprise the structure used by the Company executive committee (Exco) who are considered Chief Operating Decision Makers,

to make key operating decisions and assess performance.

The Company’s reportable segments are operating segments that are differentiated

by the activities that each undertakes and the products they manufacture and market (referred to as business segments).

Each business

utilizes the same technology, manufacturing and marketing strategies, but differ by geographical region only.

The Exco is considered to be the

Chief Operating Decision Makers and considers the business from a geographic perspective since products sold in all territories are the

Geographically, management considers the performance within the United States of America and Outside the United States of America.

The Company has two reportable segments

that comprise the structure used by the Company to make key operating decisions and assess performance.

The Company’s reportable

segments are operating segments that are differentiated by the activities that each undertakes and the products they manufacture and market

(referred to as business segments).

Each business utilizes the same technology, manufacturing, and marketing strategies, but differs by

geographical region only.

reportable segments from a geographical perspective are segmented within the territory of the United States and outside the United States.

From a product sales perspective, management separately considers the activities in these geographies on a segmental basis.

manufactures and sells medical devices in two divisions namely Sales inside the United States of America (Domestic) And Sales outside

the United States of America (International).

manufactures and sells medical devices in two divisions namely:

sales inside the United States (Domestic) and sales outside the United

States (International).

This is further segmented into “Internally Designed/Manufactured Sales” and “Distribution Agreement

Sales” Internally Designed/Manufactured sales represents sales made of products for which the Intellectual know how was created

within the Company where the Company has distributed products on behalf of other principals the sales are categorized as Distribution

Agreement Sales.

No further segmentation is currently required by the Company due to the fact that all sales of the business regardless

of segment are in the cardiovascular and upper airway health care market.

The financial information of the Company’s

reportable segments is used for the purpose of making decisions about allocating resources to the segment and assessing its performance.

Operating segments are reported in

a manner consistent with the internal reporting provided to the Company, which is responsible for allocating resources and assessing the

performance of the operating segments.

statement measures applied

Segments and Disaggregated Revenue - Income statement measures applied

months ended (unaudited)

United States of America

Three months ended (unaudited)

Six months ended (unaudited)

United States of America

Cross NC Catheter

Cape Cross PTCA Catheter

Trachealator Catheter

Inside United

States of America

United States of America

Company Sales

Company's total revenue for the quarter ended August 31, 2023 is derived from a single customer in the distribution environment in South

Africa namely DISA Vascular Distribution Proprietary Limited t/a DISA Life Sciences.

For the six months ended August 31, 2023, 29% (2022:

66%) of the Company’s total revenue was derived from DISA Life Sciences.

months ended (unaudited)

Depreciation and amortization

Inside United States of America

of United States of America

Internally Designed/Manufactured Sales

Distribution Agreement Sales

Generated inside the United States of America

Internally Designed/Manufactured Sales

The Company sells a significant amount

to DISA Vascular Distribution Proprietary Limited trading as DISA Life Sciences (“DISA Lifesciences”).

For the quarter ending

November 30, 2023, 79 % (November 30, 2022:

64 % ) and for the nine months ended November 30, 2023, 66 % (November 30, 2022:

66 % ) of the Company's

total revenue is derived from this single customer in the distribution environment in South Africa.

months ended (unaudited)

and amortization

Inside United

States of America

United States of America

to the quarter ended August 31, 2023 the Company signed several sub distribution agreements with principals that supply cardiac devices

internationally.

These agreements will make the Company one of the primary cardiac product suppliers in South Africa.

The Company will

be taking over several assets as well as a sales force that is already in existence.

Additionally, on October 11, 2023,

the Company appointed Mr.

Athanasios Spirakis as a member of its Board of Directors and to serve as a member of the audit committee

of the Company.

There were no subsequent events for the

quarter ending November 30, 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements