What changed in this filing

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Item 9A. Controls and Procedures

2024-07-05 compared with 2023-05-30 · 1037 added, 805 removed, 509 unchanged (78% of the section changed)

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Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that

are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded,

processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is

accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to

allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognized

that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of

achieving the desired control objectives.

In reaching a reasonable level of assurance, management necessarily was required to apply its

judgment in evaluating the cost-benefit relationship of possible controls and procedures.

In addition, the design of any system of controls

also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will

succeed in achieving its stated goals under all potential future conditions.

Over time, a control may become inadequate because of changes

in conditions or the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective

control system, misstatements due to error or fraud may occur and not be detected.

As required by the SEC Rules 13a-15(b) and 15d-15(b),

we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer

and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the

end of the period covered by this report.

Based on the foregoing, our principal executive officer and principal financial officer concluded

that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described

maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed

under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s

rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and

chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

on the evaluation performed as of February 29, 2024, as a result of the material weaknesses in internal control over financial

reporting that are described below in Management’s Report on Internal Control Over Financial Reporting, our Chief Executive Officer

and Chief Financial Officer determined that our disclosure controls and procedures were not effective as of such date.

Report on Internal Controls Over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange

Act Rules 13a-15(f) and 15d-15(f).

A company’s internal control over financial reporting is a process designed by, or under the

supervision of, its Chief Executive Officer and Chief Financial Officer, and effected by such company’s board of directors, management

and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures

pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

provide reasonable assurance that transactions are

recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management

and directors of the company;

provide reasonable assurance regarding prevention or

timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect

on the financial statements.

designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how

well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives.

a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship

of possible controls and procedures.

In addition, the design of any system of controls is also based in part upon certain assumptions

about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under

all potential future conditions.

Over time, a control may become inadequate because of changes in conditions or the degree of compliance

with policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due

to error or fraud may occur and not be detected.

required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an evaluation under the supervision and with the participation of our

management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation

of our disclosure controls and procedures as of the end of the period covered by this report based on the framework set forth in Internal

Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were

not effective as of February 29, 2024, at the reasonable assurance level due to the material weaknesses described below.

We do not have written documentation of our internal control policies and procedures.

Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the year ended February 29, 2024.

Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

We do not have sufficient segregation of duties within accounting functions, which is a basic internal control.

Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.

However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.

Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

We do not have sufficient segregation of duties within accounting functions,

which is a basic internal control.

Due to our size and nature, segregation of all conflicting duties may not always be possible and may

not be economically feasible.

Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure

controls and procedures and has concluded that the control deficiency represented a material weakness.

Effective controls over the control environment were not maintained.

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Additionally, management has not developed and effectively communicated to employees its accounting policies and procedures.

This has resulted in inconsistent practices.

Further, our Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.

Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

This has resulted in inconsistent practices and represented a material weakness.

To address these material weaknesses, management engaged

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The Company plans to take remedial action to address these weaknesses during

the fiscal year ended 2024.

the fiscal year ending 2025.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over

financial reporting identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the

year ended February 28, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial

reporting, except the implementation of the controls identified above.

has been no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d)

of the Exchange Act that occurred during our fourth quarter ended February

29, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except

the implementation of the controls identified above.

Limitations on Effectiveness of Controls and Procedures

The effectiveness of any system of internal

control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing,

implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely.

any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable,

not absolute assurances.

In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but there can be no assurance

that such improvements will be sufficient to provide us with effective internal control over financial reporting.

OTHER INFORMATION

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Vizirgianakis

Appointed as Director on June 13, 2022.

Athanasios Spirakis

Appointed as Director on October 11, 2023.

Set forth below is a brief description of the background

and business experience of our current executive officer and director.

and business experience of our current executive officers and directors.

Gregory Vizirgianakis

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Vizirgianakis has been employed

as CEO of Minoan Medical Proprietary Limited and DISA Medinotec Proprietary Limited.

as CEO of Minoan Medical nd DISA Medinotec Proprietary Limited.

Aside from that provided above, Dr.

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For the last five years, Mr.

van Niekerk has been employed as CFO of Minoan Medical Proprietary

Limited and DISA Medinotec Proprietary Limited.

van Niekerk has been employed as CFO of Minoan Medical and DISA

Medinotec Proprietary Limited.

Aside from that provided above, Mr.

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marketing experience and his international business relationships qualify him to serve as a director.

served as Misonix’s Chief Financial Officer since August 2, 2017.

From June 2015 to the present, Mr.

Dwyer has provided financial

consulting and advisory services to various companies, through the firms Dwyer Holdings and TechCXO.

Prior thereto, from November 2012

until June 2015, he was Chief Financial Officer of Virtual Piggy, Inc., a publicly traded technology company.

Prior to joining Virtual

Dwyer served as chief financial officer of Open Link Financial, Inc., a privately held company, which provides software solutions

for trading and risk management in the energy, commodity, and capital markets.

During 2011 and 2012, Mr.

Dwyer was a member of the board

of directors and chairman of the audit committee and served as interim chief administrative officer of Energy Solutions International,

Inc., a privately held company providing pipeline management software to energy companies and pipeline operators.

From 2010 through 2011,

Dwyer served as chief administrative officer of Capstone Advisory Group, LLC, a privately held financial advisory firm providing corporate

restructuring, litigation support, forensic accounting, expert testimony and valuation services.

Dwyer served as a consultant to Verint

Systems, Inc., a software company listed on the NASDAQ Global Market, from 2009 through 2010, assisting with SEC reporting and compliance.

Dwyer has been serving as the Chief Financial

Officer of Archive360, LLC since June, 2022.

He served as Misonix’s Chief Financial Officer

from August 2, 2017 through November 2021, and then as a financial consultant to Misonix’s acquirer, Bioventus, through April,

From June 2015 to July 2017, Mr.

Dwyer provided financial consulting and advisory services to various companies, through the firms

Dwyer Holdings and TechCXO.

Prior thereto, from November 2012 until June 2015, he was Chief Financial Officer of Virtual Piggy, Inc.,

a publicly traded technology company.

Prior to joining Virtual Piggy, Mr.

Dwyer served as chief financial officer of Open Link Financial,

Inc., a privately held company, which provides software solutions for trading and risk management in the energy, commodity, and capital

and 2012, Mr.

Dwyer was a member of the board of directors and chairman of the audit committee and served as interim chief administrative

officer of Energy Solutions International, Inc., a privately held company providing pipeline management software to energy companies and

pipeline operators.

From 2010 through 2011, Mr.

Dwyer served as chief financial officer and executive vice president of AXS-One Inc., a publicly traded software

During 2004, Mr.

Dwyer served as chief financial officer of Synergen, Inc., a privately held software company providing energy

technology to utilities.

Dwyer served as chief administrative officer of Capstone Advisory Group, LLC, a privately

held financial advisory firm providing corporate restructuring, litigation support, forensic accounting, expert testimony and valuation

Dwyer served as a consultant to Verint Systems, Inc., a software company listed on the NASDAQ Global Market, from 2009 through

2010, assisting with SEC reporting and compliance.

From 2005 through

Dwyer served as chief financial officer and executive vice president of AXS-One Inc., a publicly traded software company.

Dwyer served as chief financial officer of Synergen, Inc., a privately held software company providing energy technology to

Prior to 2004, Mr.

Dwyer also served as chief financial officer and executive vice president of Caminus Corporation,

an enterprise application software company that was formerly listed on the NASDAQ National Market, chief financial officer of ACTV, Inc.,

a digital media company that was formerly listed on the NASDAQ National Market, and chief financial officer of Winstar Global Products,

Inc., a manufacturer and distributor of hair care, bath and beauty products until its acquisition by Winstar Communications, Inc.

Dwyer also served as chief financial officer and executive vice president of Caminus Corporation, an enterprise

application software company that was formerly listed on the NASDAQ National Market, chief financial officer of ACTV, Inc., a digital

media company that was formerly listed on the NASDAQ National Market, and chief financial officer of Winstar Global Products, Inc., a

manufacturer and distributor of hair care, bath and beauty products until its acquisition by Winstar Communications, Inc.

Dwyer went on to serve as senior vice president, finance of Winstar Communications.

Aside from that provided above,

Dwyer does not hold and has not held over the past five years any other directorships in any company with a class of securities registered

pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered

as an investment company under the Investment Company Act of 1940.

Aside from that provided above, Mr.

Dwyer does not

hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to

Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment

company under the Investment Company Act of 1940.

Dwyer received

his BBA in Accounting from the University of Notre Dame in 1978 and is licensed as a Certified Public Accountant in the State of New York.

Athanasios Spirakis

Having received two Masters of Science degrees in

Electromechanical & Computer Engineering as well as in Biomedical Engineering in 1984 and 1988 respectively, Mr.

Spirakis embarked

in an academic career in 1989 becoming a Senior Lecturer and the Head of the Biomechanics Group at the Department of Biomedical Engineering

of the University of Cape Town.

During Mr Spirakis’ tenure, besides his academic

outputs in the form of publications, conference presentations, post-graduate students’ supervision and lecturing, Mr.

Spirakis undertook

consulting research projects in total Knee and Hip Arthroplasty for Johnson & Johnson (DePuy) and designed orthopaedic implants which

were subsequently manufactured by South African & international companies such as Zimmer (now Zimmer-Biomet).

Spirakis left the academic world and

assumed the responsibilities of Research & Development as well as Quality Assurance & Regulatory Affairs Directorships within

Macmed Orthopaedics, a manufacturer of total joint prostheses and spinal implants till the end of 1999.

Spirakis became the Business Development

Director of two sister South African marketing and selling medical devices organizations, namely SA Biomedical and Orthomedics.

The former dealing in medical devices for a large

variety of surgical specialties (Cardiac / Vascular / General Surgery / Arthroscopy / Urology / ENT) and the later in total joint replacements.

Orthomedics was acquired by J&J in 2008 and Mr.

Spirakis continued his involvement as a business development director till 2011 when

he became one of the founders and director of Advanced Orthopaedics.

Spirakis accepted the Chief Executive

Officer position within Elite Surgical, a South African medical devices manufacturer and held it till 2021 when he decided to join Minoan

Medical / Disa Life Sciences as their Chief Operating Officer.

Aside from that provided above, Mr.

Spirakis does

not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant

to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an

investment company under the Investment Company Act of 1940.

Term of Office

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Family Relationships

Aside from Messrs.

Gregory Vizirgianakis and Stavros

Vizirgianakis, who are brothers, there are no family relationships between or among the directors, executive officers or persons nominated

or chosen by us to become directors or executive officers.

Involvement in Certain Legal Proceedings.

Aside from Gregory Vizirgianakis and Stavros G.

Vizirgianakis,

who are brothers, there are no family relationships between or among the directors, executive officers or persons nominated or chosen

by us to become directors or executive officers.

in Certain Legal Proceedings.

During the past 10 years, none of our current directors,

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with a member.

Audit Committee

On May 5, 2023, in connection

with a requirement for quotation on the OTCQX markets, our Board of Directors authorized the creation of an Audit Committee.

Gregory Vizirgianakis,

Athanasios Spirakis and Joseph P.

Dwyer currently serve on the Audit Committee.

Athanasios Spirakis and Joseph

Dwyer have been determined by the Board to be independent directors within the meaning of NASDAQ Rule 5605.

Dwyer was identified

and designated by the Board as an “audit committee financial expert,” as defined by the SEC in Item 407 of Regulation S-K.

Audit Committee approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss

issues related to financial reporting.

In addition, the Audit Committee reviews the scope and results of the audit with the independent

accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal

accounting procedures, including our internal control over financial reporting, and considers other auditing and accounting matters including

fees to be paid to the independent auditor and the performance of the independent auditor.

the fiscal year ending February 29, 2024, the Audit Committee:

and discussed the audited financial statements with management, and

and discussed the written disclosures and the letter from our independent auditors on the

matters relating to the auditor’s independence.

Based upon the

Audit Committee’s review and discussion of the matters above, the board of directors authorized inclusion of the audited financial

statements for the year ended February 29, 2024 to be included in this Annual Report on Form 10-K and filed with the Securities and Exchange

the 2023 annual meeting of the shareholders, our shareholders did not ratify the appointment of BDO South Africa Inc.

as our independent

registered public accounting firm for fiscal 2024.

As a result of the vote, our audit committee plans to conduct an inquiry into the reasons

why ratification was not approved by the shareholders and report its findings to the board of directors for consideration.

EXECUTIVE COMPENSATION.

The following summary compensation table sets forth

all compensation awarded to, earned by, or paid to the named executive officers paid by us during the years ended February 28, 2023 and

The following summary compensation table sets forth all compensation awarded

to, earned by, or paid to the named executive officers paid by us during the years ended February 29, 2024 and February 28, 2023.

SUMMARY COMPENSATION TABLE

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

following table sets forth, as of May 30, 2023 ,

the beneficial ownership of our common and preferred stock by each executive officer and director, by each person known by us to beneficially

own more than 5% of our common stock and by the executive officers and directors as a group.

Unless otherwise noted, the address of each

beneficial owner is located at Northlands Deco Park | 10 New Market Street | Stand 299 Avant Garde Avenue | North Riding | 2169.

The following

table sets forth, as of July 1, 2024 ,

the beneficial ownership of our common and preferred stock by each executive officer and director, by each person known by us to

beneficially own more than 5% of our common stock and by the executive officers and directors as a group.

Unless otherwise noted,

the address of each beneficial owner is located at Northlands Deco Park | 10 New Market Street | Stand 299 Avant Garde Avenue |

North Riding | 2169.

Title of class

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Gregory Vizirgianakis (3)

Peter van Niekerk

Pieter van Niekerk

Vizirgianakis (4)

Athanasios Spirakis

Total of All Directors and Executive Officers (5 persons):

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In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.

The percent of class is based on 11,733,750 voting shares as of May 30, 2023.

Includes 1,108,327 shares held in his name and 3,641,852 shares held in King Style Investments, formed in Cyprus, in which Gregory has beneficial ownership over 43.

39655% of the shares held by King Style Investments.

The percent of class is

based on 11,733,750 voting shares as of July 1, 2024.

Includes 1,108,327 shares held in his name and 3,641,852 shares held in King Style Investments, formed in Cyprus, in which Gregory has beneficial ownership over 43.39655% of the shares held by King Style Investments.

Includes 4,750,179 shares held in King Style Investments, formed in Cyprus, in which Stavros has beneficial ownership over 56.60345% of the shares held by King Style Investments.

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Medical investment company controlled by Dr Gregory Vizirgianakis

Related Party Loan and Sales

Related Party Loan

Dr Gregory Vizirgianakis

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Dr Gregory Vizirgianakis is the ultimate beneficial owner

DISA Vascular Distribution Proprietary Limited trading as DISA Lifesciences

Distributor appointed by DISA Medinotec Proprietary Limited for Africa

Pieter van Niekerk – Serves as independent non-executive according

to distribution agreement

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.

n/a external third party

Dr Gregory Vizirgianakis is the ultimate beneficial owner

Medinotec Capital Proprietary Limited

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Medinotec Incorporated in Nevada is the 100% ultimate parent entity

Vascular Distribution Proprietary Limited trading as DISA Life Sciences

appointed by DISA Medinotec Proprietary Limited for Africa

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

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.

n/a external third party

DISA Medinotec Proprietary Limited

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Stavros Vizirgianakis

Athanasios Spirakis

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

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Stavros Vizirgianakis

Athanasios Spirakis

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

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No Related other Directorships in Medinotec Group of Companies

Athanasios Spirakis

Independent 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 Propriety Limited

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Pieter van Niekerk, CFO of the Medinotec Group

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

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

Set forth below is a table showing the

Consolidated entities’ rent paid and accounts payable for the year ended February 28, 2023, with Minoan Capital:

the period April 26, 2021 to February 28, 2022

Consolidated entities’ rent paid for the year ended February 29, 2024, with Minoan Capital:

Rent is comparable to rent charged for

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property agent who has the appropriate knowledge of the area.

ASC 850-10-50-6.

This is an unsecured loan from the

prior parent entity of DISA Medinotec Proprietary Limited incorporated in South Africa called Minoan Medical Proprietary Limited.

loan originated to fund working capital and capex expansions of DISA Medinotec Proprietary Limited Incorporated during the developmental

and startup phase.

After the acquisition of DISA Medinotec Proprietary Limited into the Medinotec Group of companies, the Medinotec Group

of Companies assumed this liability.

During the Covid challenges, interest on the loan was waived due to the loan being classified as

an equity investment at that stage, before the post balance sheet transfer of DISA Medinotec Proprietary Limited Incorporated to the Medinotec

Group of Companies.

The Medinotec Group of Companies have a period of 3 years post any IPO date/ 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 Company leases office and warehouse

spaces under a cancelable operating lease agreement with contractual terms from August 1, 2023, to 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 Company’s facilities.

Loans payable consists of a $1,769,957

unsecured loan from the prior parent entity of DISA Medinotec in South Africa called Minoan Medical.

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.

During these 3 years the loan will carry interest at the prevailing prime

lending rate of the time.

The Minoan Medical loan decreased

by $93,109 during the year ended February 29, 2024.

The prevailing prime lending rate

on the quarter ending February 29, 2024 in South Africa is 11.75%.

The interest charged for the quarter was $51,545 and a 1% movement

in the interest rates constitutes a value of $19,636 on an annual basis and $4,909 per quarter.

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

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.

The interest charged for the year was $236,873 and a 1% movement in

the interest rates constitutes a value of $20,159.

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.

The Consolidated entities, particularly

Medinotec Inc.

have the option to settle earlier and settlement can be in cash or shares.

Minoan Medical Proprietary Limited’s

ultimate beneficial owner is the CEO of the Medinotec Group of Companies Dr.

Gregory Vizirgianakis and is used to hold his medical investments

and exports of which DISA Medinotec Proprietary Limited Incorporated was one of these investments before it got transferred into the Medinotec

Group of Companies.

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

Operational charges are charged to the

loan account in the Consolidated entities.

(audited restated)

Minoan Medical Proprietary Limited

Minoan Capital Proprietary Limited

Sales to commonly controlled entities

Consolidated entities sell the majority of their stock to

DISA Vascular Distribution t/a DISA Life Sciences.

DISA Life Sciences is the main distributor

of the products of DISA Medinotec Proprietary Limited in South Africa.

This relationship is governed by a distribution agreement which

DISA Lifesciences needs to adhere to, the company is owned by an independent third party but according to the distribution agreement DISA

Life sciences needs to allow a Director of DISA Medinotec Proprietary Limited Incorporated registered in South Africa to become a board

member in an Non – Executive role to oversee that good corporate governance is maintained by the company and that the good name

of DISA Medinotec Proprietary Limited Incorporated does not come into despair.

Currently, the Board position is held by Mr.

Niekerk, who is also the CFO of the Medinotec Group of Companies.

van Niekerk has no operational involvement and also no financial

interest or benefit paid to him for assuming the role of independent non-executive of the company.

Apart from this non-executive directorship

position there is no other related party ties to DISA Life Sciences.

On October 14, 2022, Mr.

Pieter van Niekerk resigned as a director

of DISA Lifesciences to focus on other commitments, on this same date the DISA Lifesciences ceased to be a related party to DISA Medinotec.

DISA Life Sciences is one of the

top 5 biggest distributor of medical devices in the Republic of South Africa and therefore DISA Medinotec Proprietary Limited registered

in South Africa utilizes their sales footprint for cost efficiencies.

All trading is considered to be at arm's length.

Minoan Medical Proprietary Limited’s

ultimate beneficial owner is the CEO of the Medinotec Group of Companies Dr.

Gregory Vizirgianakis and is used to hold his medical investments

and exports of which DISA Medinotec Proprietary Limited Incorporated was one of these investments before it got transferred into the Medinotec

Group of Companies.

All sales made to Minoan Medical Proprietary Limited were utilized to build the export market for DISA Medinotec South

In the future these sales will be made directly to the export countries without utilizing Minoan Medical Proprietary Limited as

an intermediate.

These sales were made on the same terms as the DISA Life Sciences distribution agreement.

have the option to settle earlier and settlement can be in cash or any form of equivalent.

Minoan Medical’s ultimate beneficial

owner is the CEO of the Medinotec Group of Companies Dr.

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

Proprietary Limited Incorporated was one before was got transferred into the Medinotec Group of Companies.

Pieter van Niekerk also serves

as a director on Minoan Medical Proprietary Limited.

The distribution agreement between

DISA Lifesciences and DISA Medinotec Proprietary Limited Incorporated was entered into after a market feasibility study was conducted.

Medical devices are registered with a fixed maximum sales price, which is regulated within South Africa.

It was determined that the profit

split allowed between the two companies would be based on this approved market price, where DISA Lifesciences would be allowed only to

have 10% of the total sales value and DISA Medinotec Proprietary Limited Incorporated the remaining balance.

This profit split was determined by a benchmark

study that was completed by an external firm who compared the profit margins of a distribution/wholesale business.

The allowed profit

margin was concluded as being within the appropriate benchmark and therefore arm’s length.

The data base used to determine the market

related margin is the Worldwide Private Company Data Base from Thomson Reuters.

Therefore, this agreement is deemed to be market related

and at arm’s length and compliant with.

ASC 850-10-50-6 and ASC 850-10-50-5.

Sales between the entities are settled

on a regular basis and there is no long outstanding Accounts receivable.

Set forth below is a table showing the

Consolidated entities sales and accounts receivable for the year ended February 28, 2023 and year ended February 28, 2022 with DISA Lifesciences

and Minoan Medical.

the period April 26, 2021 to February 28, 2022

DISA Life Sciences

Accounts receivable

Minoan Medical

These transactions occurred in the

normal course of operations and are measured at the exchange amount, which is the amount of the consideration established and agreed to

by the related parties.

as a director on Minoan Medical.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

Mercurius & Associates LLP (Formerly knowns as

AJSH & Co LLP) served as our independent registered public accountants for the years ended February 28, 2023 and 2022.

For the Company’s fiscal years ended February

28, 2023 and 2022, we were billed approximately $120,561 and $13,091, respectively, for professional services rendered by our independent

auditors for the audit and review of our financial statements.

BDO served as our independent registered auditors

for the year ended February 29, 2024.

Please refer below for the total audit fees for the

Company’s fiscal years ended February 29, 2024 and February 28, 2023, for professional services rendered by our independent auditors

for the audit and review of our financial statements.

Audit Related Fees

There were no fees for audit related services rendered

by our independent auditors for the years ended February 28, 2023 and 2022, respectively.

by our independent auditors for the years ended February 29, 2024 and February 28, 2023, respectively.

For the Company’s fiscal years ended February

28, 2023 and 2022, there were no fees for professional services rendered by our independent auditors for tax compliance, tax advice, and

tax planning.

29, 2024 and February 28, 2023, there were no fees for professional services rendered by our independent auditors for tax compliance,

tax advice, and tax planning.

All Other Fees

For the Company’s fiscal years ended February

28 2023 and 2022, we were no billed any other fees by our auditors.

29, 2024 and February 28, 2023, we were not billed any other fees by our auditors.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

13 unchanged sentences

Unsecured Revolving Promissory Note, dated September 16, 2022

Description of Registrant’s Securities

Lease Agreement dated January 28, 2020 between Minoan Capital and DISA Medinotec Proprietary Limited

5 unchanged sentences

Loan Certificate dated Mary 1, 2017

List of Subsidiaries Medinotec Capital Proprietary Limited and DISA Medinotec Proprietary Limited

of Subsidiaries Medinotec Capital Proprietary Limited and DISA Medinotec Proprietary Limited

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

34 unchanged sentences

/s/ Joseph P.

FINANCIAL STATEMENTS

AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

MEDINOTEC, INC.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED FEBRUARY 28, 2023 AND 2022

Report of Independent Registered Public Accounting Firm

FOR THE YEARS ENDED FEBRUARY 29, 2024 AND FEBRUARY

of Independent Registered Public Accounting Firms

Report for the year ended

February 29, 2024 - BDO South Africa Inc.

Report for the year

ended February 28, 2023 – Mercurius & Associates LLP - Firm ID:

Consolidated Balance Sheets as of February 29, 2024 and February

Consolidated Statements of Operations for the

Years Ended February 28, 2023 and f or the period 26 April 2021

to 28 February 2022

Consolidated Statements of Stockholders’ Deficit for the Years Ended February 28, 2023 and February 28, 2022

Consolidated Statements of Cash Flows for the

Years Ended February 28, 2023 and f or the period 26 April 2021

to 28 February 2022

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended February 29, 2024 and February 28, 2023

Consolidated Statements of Stockholders’ Equity

/ (Deficit) for the Years Ended February 29, 2024 and February 28, 2023

Consolidated Statements of Cash Flows for the Years Ended February 29, 2024 and February 28, 2023

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting

To the Shareholders and Board of Directors of

+27 011 488 1700

+27 010 060 7000

www.bdo.ca.za

Wanderers Office Park

52 Corlett Drive

Private Bag X60500

Houghton, 2041

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

Medinotec Inc.

Opinion on the Financial Statements

We have audited the accompanying Consolidated Balance

Sheets of Medinotec Inc.

and its subsidiaries (collectively, the “Company”) as on February 28, 2023 and February 28, 2022,

the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended February 28,

2023 and for the period from April 26, 2021 to February 28, 2022 and the related notes (collectively referred to as the "Financial

Statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company

as of February 28, 2023 and February 28, 2022 and the results of its operations and its cash flows for the year ended February 28, 2023

and for the period from April 26, 2021 to February 28, 2022, in conformity with accounting principles generally accepted in the United

States of America.

Johannesburg,

Opinion on the Consolidated Financial Statements

We have audited the accompanying

consolidated balance sheet of Medinotec Inc.

(the “Company”) as of February 29, 2024, the related consolidated statements

of operations and comprehensive loss, stockholders’ equity/(deficit), and cash flows for the year then ended, and the related notes

(collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements

present fairly, in all material respects, the financial position of the Company at February 29, 2024, and the results of its operations

and its cash flows for the year then ended , in conformity with accounting principles generally accepted in the United States of

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on these financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

These consolidated financial statements

are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance

with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to

have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required

to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness

of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the

overall presentation of financial statement.

We believe that our audits provide a reasonable basis for our opinion.

Our audit included performing procedures

to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

BDO South Africa Inc.

BDO South Africa Incorporated

Registered Auditors

Jacques Barradas

We have served as the Company's auditor since 2023.

Johannesburg,

July 03, 2024

BDO South Africa Incorporated

Registration number:

1995/002310/21

Practice number:

Chief Executive Officer:

A full list of all company directors is available on www.bdo.co.za

The company’s principal place of business is at The Wanderers

Office Park, 52 Corlett Drive, Illovo, Johannesburg where a list of directors’ names is available for inspection.

BDO South Africa

Incorporated, a South African personal liability company, is a member of BDO International Limited, a UK company limited by guarantee,

and forms part of the international BDO network of independent member firms.

Report of Independent

Registered Public Accounting Firm

To the Shareholders and

Board of Directors of Medinotec Inc.

Opinion on the Financial

We have audited the accompanying

Consolidated Balance Sheets of Medinotec Inc.

and its subsidiaries (collectively, the “Company”) as on February 28, 2023 and

February 28, 2022, the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year

ended February 28, 2023 and for the period from April 26, 2021 to February 28, 2022 and the related notes (collectively referred to as

the "Financial Statements").

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of February 28, 2023 and February 28, 2022 and the results of its operations and its cash flows for the year

ended February 28, 2023 and for the period from April 26, 2021 to February 28, 2022, in conformity with accounting principles generally

accepted in the United States of America.

Basis for Opinion

These financial statements

are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these financial statements based

on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits

in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is

not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing

procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management,

as well as evaluating the overall presentation of financial statement.

We believe that our audits provide a reasonable basis

for our opinion.

Emphasis of Matter

We draw attention to Note 2a(ii) to the consolidated

financial statements which describes that the Consolidated Balance Sheet as on February 28, 2022 and the related consolidated statement

of operations, changes in stockholders’ deficit and cash flow for the period from April 26, 2021 to February 28, 2022 and the related

notes have been restated to consolidate the commonly controlled entities retrospectively, as if the transaction had occurred at the beginning

of the previous period (i.e.

We draw attention to Note

2a(ii) to the consolidated financial statements which describes that the Consolidated Balance Sheet as on February 28, 2022 and the related

consolidated statement of operations, changes in stockholders’ deficit and cash flow for the period from April 26, 2021 to February

28, 2022 and the related notes have been restated to consolidate the commonly controlled entities retrospectively, as if the transaction

had occurred at the beginning of the previous period (i.e.

formation date of registrant).

Our opinion is not modified with respect to this matter.

Our opinion is not modified with respect to

Critical Audit Matter

The Critical Audit Matter are matters arising from

the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,

or complex judgments.

The Critical Audit Matter

are matters arising from the current period audit of the financial statements that was communicated or required to be communicated to

the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our

especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

Mercurius & Associates LLP

(Formerly known as AJSH & Co LLP)

We have served as the Company’s auditor since

Mercurius & Associates

(Formerly known as AJSH

We have served as the Company’s

auditor since 2022

New Delhi, India

Consolidated Balance

Sheets as of February 28, 2023 and February 28 2022

receivable, net of allowances

current assets

Consolidated Balance Sheets for the Medinotec Group of Companies

as of February 29, 2024 and February 28, 2023

Current Assets

and notes receivable

plant and equipment, net of accumulated depreciation

and Stockholders' Equity

payable and accrued liabilities

Term Liabilities

stock additional paid in capital

(Retained Earnings) - ending

other comprehensive income/(loss)

Liabilities and Equity

The accompanying notes are

an integral part of these audited consolidated financial statements.

Consolidated Statements of Operations for the Years Ended February 28,

2023 and for the period April 26, 2021 to February 28, 2022

restated For the period April 26, 2021 to February 28, 2022

of goods sold

and amortization expense

and bank charges

and administrative expenses

and development expenses

operating expenses

from operations

operating income and expenses

revenue/(expense)

non operating income and expenses

before income taxes

Accounts receivable, net of allowances

Other current assets

Total Current Assets

Note receivable

Property, plant and equipment, net of accumulated depreciation

Deferred tax asset

Operating right-of-use asset

Liabilities and Stockholders' Equity

Current Liabilities

Accounts payable and accrued liabilities

Due to stockholders/Directors

Operating lease liability, current portion

Total current Liabilities

Long Term Liabilities

Loans payable

Operating lease liability, net of current portion

Total Liabilities

Capital stock

Capital stock additional paid in capital

Retained earnings (Accumulated deficit) - ending

( 1,241,325 )

Accumulated other comprehensive income

Total Liabilities and Equity

The accompanying notes

are an integral part of these audited consolidated financial statements.

Consolidated Statements of Operations and Comprehensive Loss for the

Medinotec Group of Companies for the Years Ended February 29, 2024 and February 28, 2023

Cost of goods sold

( 2,577,922 )

Restated For the period April 26, 2021 to February 28, 2022

currency translation gain

comprehensive income

Operating expenses

Selling expenses

Depreciation and amortization expense

General and administrative expenses

( 1,671,028 )

Research and development expenses

Total operating expenses

( 1,841,891 )

The accompanying notes are

an integral part of these audited consolidated financial statements.

Consolidated Statements of Stockholders’ Deficit for the

Years Ended February 28, 2023 and for the period April 26, 2021 to February 28, 2022

Income/(loss) from operations

Non operating income and expenses

Interest income

Interest expense

Other revenue/(expense)

Provision for impairment of note receivable

Total non-operating income and expenses

Loss before income taxes

Current income taxes

Deferred income taxes

Net loss per share, basic and diluted:

Weighted average shares used in computing net loss per share, basic and diluted

Other comprehensive income/(loss)

Foreign currency translation gain/(loss)

Other comprehensive income/(loss)

Comprehensive loss

The accompanying

notes are an integral part of these audited consolidated financial statements.

Consolidated Statements of Stockholders’

Equity / (Deficit) for the Years Ended February 29, 2024 and February 28, 2023

Stock Additional Paid in Capital

Comprehensive Income

Earnings (Deficit) $

control reserve $

April 26, 2021

comprehensive income

of 10,000,000 no par value stock @ $0.001 per share

of Disa Medinotec Proprietary Limited

restated, February 28, 2022

March 1, 2022

income (loss) for the period

Earnings/(Accumulated Deficit)

Comprehensive Income

foreign currency translation adjustment

issued - pursuant to acquisitions @ $2 per share

increase/decrease in stock

fees capitalized

(loss) for the period

comprehensive income / (loss)

issued – pursuant to acquisitions @S2 per share

fee capitalized

February 28, 2023

$ ( 476,734 )

Net (loss) for the period

Other comprehensive income / (loss)

Balance, February 29, 2024

( 1,241,325 )

The accompanying notes are

an integral part of these audited consolidated financial statements.

Consolidated Statements of Cash Flows for the Years Ended February

28, 2023 and for the period April 26, 2021 to February 28, 2022

Audited Restated for the period April 26, 2021 to February 28,

FLOWS FROM OPERATING ACTIVITIES:

income (loss) for the period

Depreciation,

depletion and amortization

currency transaction gain (loss), unrealized

income taxes and tax credits

raising fee paid in equity

(decrease) in receivables

(decrease) in inventories

(decrease) in accounts payable and accrued expenses

The accompanying notes

are an integral part of these audited consolidated financial statements.

Consolidated Statements of Cash Flows

for the Years Ended February 29, 2024 and February 28, 2023

CASH FLOWS FROM OPERATING ACTIVITIES:

FLOWS FROM INVESTING ACTIVITIES:

to acquire property, plant, and equipment

from issuance of long-term debt

CASH USED BY INVESTING ACTIVITIES

FLOWS FROM FINANCING ACTIVITIES:

from issuance of long-term debt

from issuance of common stock

CASH USED BY FINANCING ACTIVITIES

of exchange rate on cash and cash equivalents

cash increase (decreases) in cash and cash equivalents

and cash equivalents at beginning of period

and cash equivalents at end of period

The accompanying notes are

an integral part of these audited consolidated financial statements.

Foreign currency transaction gain (loss), unrealized

Deferred income taxes and tax credits

Impairment provision on notes receivable

Bad debt write-off

Operating lease liability

(Increase)/Decrease in prepayments

(Increase)/Decrease in receivables

(Increase)/Decrease in inventories

Increase/(Decrease) in accounts payable and accrued expenses

Net cashflow from / (used in) operations

Accrued interest

CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES:

Payments to acquire property, plant, and equipment

Cash received from note receivable

CASH FLOWS FROM/(USED BY) INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of long-term debt

Repayment of debt

Proceeds from issuance of common stock

CASH FLOWS FROM/(USED BY) FINANCING ACTIVITIES

OTHER ACTIVITIES:

Effect of exchange rate on cash and cash equivalents

Net cash increase (decreases) in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Supplemental disclosures

Interest income

Interest expense

Assets in exchange for lease liabilities

The accompanying

notes are an integral part of these audited consolidated financial statements.

Notes to Consolidated Financial Statements

Inc (the “Company” or “COMPANY”), was incorporated in Nevada on April 26, 2021 .

March 2022 the Group acquired, through a subsidiary, Disa Medinotec Proprietary Limited.

DISA Medinotec Proprietary Limited was incorporated

in the Republic of South Africa in 2015.

It was formerly known as DISA Vascular 2015 Proprietary Limited and changed its name to

DISA Medinotec Proprietary Limited effective 19 October 2020.

The Company produces high-quality medical devices through in-depth

research and development.

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 and the United States of America.

Company is located and headquartered in Johannesburg, South Africa.

The Company’s revenues are derived primarily from operations

in South Africa and Europe while growing its product offering to penetrate the United States of America in the near future.

Group’s 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.

is a US-based company with a primary investment and operations 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, which primary operations in the United States is in Long Island, New York.

and its wholly owned

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

the Company has experience in establishing facilities for the manufacturing and design of niche medical devices and establishing

international distribution networks to commercialize these devices.

Company is seeking to expand sales and distribution operations into the United States of America and other markets.

Company’s audited 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.

reason for the higher sales growth was due to various new distribution agreements in the surgical speciality of cardiology the Company

entered into.

These agreements are short term in nature and can be cancelled on non-performance clauses by either party.

strong geographical country specific risk which is mainly concentrated to South Africa.

This led to increased revenues in South Africa.

The rapid sales growth is attributable to the fact that these distributors already have existing business as well as a reputation

for quality product in South Africa.

Disa Medinotec got awarded these contracts due to years of good relationships between the external

third party distributors and the current executive management of Disa Medinotec.

In addition, the Company realized sales for its

Trachealator in the United States with no such sales inside the United States for the prior year period.

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

of business/basis of preparation

consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, and

conform in all material respects with International Accounting Standards with regards to the presentation of historical cost financial

event that caused the common control transaction, as described in the business combination note, occurred after the prior 2021 year had

been reported on.

Change in reporting entity

Transaction between entities- Common control

On March 2, 2022, Medinotec Inc.

through Medinotec Capital Proprietary Limited acquired 100 percent of the issued and outstanding shares of DISA Medinotec Proprietary

The consideration payable was $ 11 for the outstanding equity and the Group assumed the responsibility of the loan account ( $ 1,583,661 )

payable to Minoan Medical Proprietary Limited.

Due to the control of businesses being in principle 95% the same between the Group and

the previous ultimate beneficial owner of DISA Medinotec Proprietary Limited the transaction would therefore be deemed a common control

transaction .

Due to common control being established on April 26, 2021 (the incorporation date of the registrant) the effective date is

deemed to be at this date.

To properly account for the transfer

of the membership interests of DISA Medinotec Proprietary Limited, the Company reviewed the ownership structure of all of the entities

involved in the contribution transaction, as contemplated in the Registration Statement, and concluded that in accordance with ASC 805-50-25-2,

the contribution of such membership interests will qualify as a transfer of ownership between entities under common control.

Transactions between entities under

common control are accounted for in a manner similar to the pooling of-interest method.

Thus, the financial statements of the commonly

controlled entities would be consolidated, retrospectively, as if the transaction had occurred at the beginning of the period.

ASC 805-50-45-5 states that prior years’ comparative information is only adjusted for periods during which the entities were under

common control.

In addition, ASC 805-50-45-2 requires that the “effects of intra-entity transactions on current assets, current

liabilities, revenue, and cost of sales for periods presented and on retained earnings at the beginning of the periods presented shall

be eliminated to the extent possible.

DISA Medinotec Proprietary Limited

was deemed to be under common control prior to March 2, 2022 share transfer date and therefore the acquisition was retrospectively applied

from April 26, 2021, the formation date of registrant.

If a transaction combines two or

more entities under common control that historically have not been presented together, the resulting financial statements may be considered

to be those of a different reporting entity.

The change in reporting entity requires retrospective combination of the entities for all

periods presented as if the combination had been in effect since inception of common control in accordance with ASC 250-10-45-21.

Also, ASC 250-10-50-6 notes that when there has been a

change in the reporting entity, the financial statements of the period of the change shall describe the nature of the change and the reason

In addition, the effect of the change on income from continuing operations, net income (or other appropriate captions of changes

in the applicable net assets or performance indicator), other comprehensive income, and any related per-share amounts (if applicable shall

be disclosed for all periods presented.

a change in reporting entity does not have a material effect in the period of change but is reasonably

certain to have a material effect in later periods, the nature of and reason for the change shall be disclosed whenever the financial

statements of the period of change are presented.

The effects of this change are as

Before restatement 2022

After restatement 2022

Increase in net profit/(loss)

Increase in opening retained reserves

Increase in other comprehensive income

of presentation

consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Growth Company (ECG) status

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our

Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding

executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory

vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

period reclassification

Certain prior period amounts in

the consolidated statements of operations and comprehensive loss and consolidated balance sheets have been reclassified to conform with

the current period presentation.

currency translation

5 unchanged sentences

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

Exposed to currency variations in subsidiary

primary operations and functional currency of both Disa Medinotec (Pty) Ltd and Medinotec Capital (Pty) Ltd 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.

functional currency as well as the reporting currency for Medinotec Inc is the US Dollar.

and cash equivalents

liquid investments

group considers all highly liquid investments with a remaining maturity of three months or less at the time of purchase to be cash equivalents.

Medinotec Group of Companies considers all highly liquid investments with a remaining maturity of three months or less at the time of

purchase to be cash equivalents.

These cash equivalents consist primarily of term deposits and certificates of deposit.

Investments with maturities from greater than

three months to one year are classified as short-term investments, while those with maturities in excess of one year are classified as

long-term investments.

Cash equivalents and short-term investments are stated at cost which approximates market value.

Investments with

maturities from greater than three months to one year are classified as short-term investments, while those with maturities in excess

of one year are classified as long-term investments.

Cash equivalents and short-term investments are stated at cost which approximates

market value.

based on a review and management evaluation

group provides an allowance for losses on trade receivables based on a review of the current status of existing receivables and management's

evaluation of periodic aging of accounts.

receivable are stated at net realizable value.

The majority of customers are not extended credit and therefore time to maturity for receivables

On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance or if any

accounts should be written off based on a past history of write-offs, collections, and current credit conditions.

A receivable is considered

past due if the Company has not received payments based on agreed-upon terms.

The Company generally does not require any security or

collateral to support its receivables.

allowance for doubtful debt was recognized as at February 28, 2023 and February 28, 2022, respectively.

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

The carrying amounts of trade accounts

receivable represent the maximum credit risk exposure of these assets.

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.

major client constitutes 83 %

of the accounts receivable balance as at February 29, 2024, compared to 0 %

on February 28, 2023.

allowance for credit losses is calculated taking into account all accounts older than 121+ days.

plant and equipment

3 unchanged sentences

and machinery

Leasehold improvements

Valuation, costing and obsolescence

Inventories are stated at the lower of cost (Weighted Average) or net realizable value

and consist of raw materials, work-in process and finished goods and include purchased materials, machine time, direct labor

and manufacturing overhead.

Management evaluates the need to record adjustments to write down inventory to the lower of cost or net

realizable value on an annual basis.

The Company’s policy is to assess the valuation of all inventories, including raw materials,

work-in-process and finished goods and it writes down its inventory for estimated obsolescence based upon the age of inventory

and assumptions about future demand and usage.

Impairment of long lived assets

are stated at the lower of cost (weighted average) or net realizable value and consist of raw materials, work-in process and finished

goods and include purchased materials, machine time, direct labor and manufacturing overhead.

evaluates the need to record adjustments to write down inventory to the lower of cost or net realizable value on an annual basis.

Company’s policy is to assess the valuation of all inventories, including raw materials, work-in-process and finished goods and

it writes down its inventory for estimated obsolescence based upon the age of inventory and assumptions about future demand and usage.

of long-lived assets

Company assesses long-lived assets for impairment in accordance with the provisions of Financial Accounting Standards Board ASC 360,

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for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted future cash flows expected

to result from the use and eventual disposition of the asset.

The amount of impairment loss, if any, is measured as the difference

between the carrying value of the asset and its estimated fair value.

Fair value is determined through various valuation techniques,

including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary.

of May 31, 2022 and February 28, 2021, no impairment charge has been recorded.

The carrying amount of a

long-lived asset is not recoverable if it exceeds the sum of the undiscounted future cash flows expected to result from the use and

eventual disposition of the asset.

The amount of impairment loss, if any, is measured as the difference between the carrying value

of the asset and its estimated fair value.

value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party

independent appraisals, as considered necessary.

We determine if an arrangement

is a lease at inception.

We determine the classification of the lease, whether operating or financing, at the lease commencement date,

which is the date the leased assets are made available for use.

We use the non-cancelable lease term when recognizing the right-of-use

(“ROU”) assets and lease liabilities, unless it is reasonably certain that a renewal or termination option will be exercised.

We account for lease components and non-lease components as a single lease component.

Modifications are assessed to determine whether

incremental differences result in new contract terms and accounted for as a new lease or whether the additional right of use should be

included in the original lease and continue to be accounted for with the remaining ROU asset.

Operating lease ROU assets and liabilities are recognized at the lease

commencement date based on the present value of the lease payments over the lease term.

Lease payments consist of the fixed payments under

the arrangement, less any lease incentives.

Variable costs, such as common area maintenance costs and additional payments for percentage

rent, are not included in the measurement of the ROU assets and lease liabilities, but are expensed as incurred.

As the implicit rate

of the leases is not determinable, we use an incremental borrowing rate based on the estimated rate of interest for collateralized borrowing

over a similar term of the lease payments in determining the present value of the lease payments.

Lease expenses are recognized on a straight-line

basis over the lease term.

We do not recognize ROU assets on lease arrangements with a term of 12 months or less.

for loan impairment

The Company records allowances

for loan impairment when it is determined that the Company will be unable to collect amounts due to the Company according to the

terms of the underlying agreement.

benefit plans

Company contributes 2.5 % for eligible employees to a pension plan registered under the laws of South Africa.

The company also contributes

a third of the medical aid contribution for eligible employees to an approved medical insurance scheme.

Company contributes 2.5 %

for eligible employees to a pension plan registered under the laws of South Africa.

Company also contributes a portion of the medical aid contribution for eligible employees to an approved medical insurance scheme.

taxes are accounted for under the asset and liability method.

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their respective tax bases and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using

enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that

includes the enactment date.

tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary

differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is

recognized in income in the period that includes the enactment date.

Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained.

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The consolidated entities follow

the established framework for measuring fair value and expands disclosures about fair value measurements (see Note 3).

the established framework for measuring fair value and expands disclosures about fair value measurements.

Concentrations

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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 is recorded in reserves under the heading accumulated

comprehensive income.

The effect on the reserves for the year ended February 28, 2023 was $80,643.

party loan interest.

Market interest rate risk may result in loss from fluctuations in the future cash flows or fair values of financial

Interest rate risk is managed principally through monitoring interest rate gaps and basis risk and by having pre-approved

limits for repricing bands.

risks due to international activities

Consolidated entities are subject to numerous risks as a result of its international activities.

The Consolidated entities are dependent,

in large part, on the economies of the markets in which they have operations.

Those markets and other markets in which the Consolidated

entities may operate are in countries with economies in various stages of development, some of which are subject to rapid fluctuations

in currency exchange rates, consumer prices, inflation, employment levels and gross domestic product.

As a result, the Consolidated entities

are exposed to market risk from these changes, and are subject to other economic and political risks, which could impact their results

of operations and financial condition.

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.

on the reserves for the year ended February 29, 2024 was $ 15,804

compared to $ 80,650

for the year ended February 28, 2023.

interest rate risk may result in loss from fluctuations in the future cash flows or fair values of financial instruments.

Interest rate

risk is managed principally through monitoring interest rate gaps and basis risk and by having pre-approved limits for repricing bands.

interest rate risk relates solely to the related party loan.

Comprehensive

income / loss

Comprehensive

income / loss

Comprehensive

income is defined as the change in equity from transactions and other events from non-owner sources and is comprised of of net income

and other comprehensive income (OCI).

OCI includes currency translation adjustments on the group's net investment in self-sustaining

foreign operations and related hedging gains and losses, translation adjustments related to the translation from the Consolidated entities

functional currency to its presentation currency, unrealized gains and losses on available-for-sale securities, hedging gains and losses

on cash flow hedges and unrealized net actuarial gain or loss from pension and other postretirement benefit plans.

consolidated entities generate their revenues from the sale of high-quality medical devices which are self-manufactured through in-depth

research and development.

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.

All sales are made with Free on Board INCO terms therefore the risk

transfers to the purchaser as soon as it leaves the warehouse of DISA Medinotec.

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.

loss consists of net loss and other gains and losses affecting stockholders’ equity that, under GAAP, are excluded from net loss.

Our other comprehensive loss represents foreign currency translation adjustment attributable to our operations.

Refer to Consolidated

Statements of Comprehensive Loss.

foreign currency transaction gains for the year ended February 29, 2024 was $ 15,804 ,

compared to $ 80,650

for the year ended February 28, 2023.

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.

Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills

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revenue as the performance obligation is satisfied.

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

recognizes revenue over the contract term, rather than when fees become fixed or determinable.

payment terms generally are 30 days from statement.

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.

terms are generally fixed and do not include variable revenues.

with industry practice

revenue is recognized in accordance with industry practice which is when all the risks and benefits of ownership of products have been

transferred to customers under executed sales agreements.

from the sale of self-manufactured products

products are developed in-house.

Company’s clients are billed based on a pricelist that is agreed on in each customers contract.

Orders are shipped on a per

order basis from the Company’s warehouse with Free-On-Board Inco terms.

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.

from the distribution of products

distribution products are sold via a network, which consists of a mixture of sub-distributors and in some instances a direct sales

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.

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.

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.

both revenue streams

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.

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.

All 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.

There are no contract revenue agreements

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

payment terms vary per segments;

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

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.

Company sells a significant amount to DISA Life Sciences.

For the year ending February 29, 2024, 86 %

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

in South Africa compared to 62 %

for the year ending February 28, 2023.

This table indicates the sales per revenue

stream as a breakdown of the total revenue balance:

Medinotec Inc Group Consolidated Years Ended

Outside of United States of America

Internally Designed/Manufactured Sales

Distribution Agreement Sales

Sales Generated inside the United States of America

Internally Designed/Manufactured Sales

following table sets forth financial information by reportable segment for the years ending February 29, 2024 and February 28, 2023:

Income/(loss) from operations

Inside the United States

Outside the United States

Cost of goods sold

( 2,530,214 )

( 2,577,922 )

Selling expenses

Depreciation expense

General and administrative expenses

( 1,193,802 )

( 1,671,028 )

Research and development expenses

Income/(loss) from operations

Provision for impairment of note receivable

Inside the United States

Outside the United States

The major component of total

assets is "Cash" of $ 2,808,910 for the year ending February 29, 2024 and $ 2,827,457 for the year ending February 28, 2023.

A significant portion of this is maintained Inside the United States in USD of $ 2,478,434 for the year ending February 29, 2024 and

$ 2,582,272 for the year ending February 28, 2023.

of goods sold

of revenue consists primarily of raw material purchases, manufacturing costs and employee benefits paid to operational personnel

of goods sold consists primarily of raw material purchases, manufacturing costs and employee benefits paid to operational personnel

associated with the production of our medical devices.

General and administrative expenses

and administrative expenses consists mostly of personnel costs, consulting fees as well as audit fees.

Research and development

research and development expenses are expensed as incurred and are included in operating expenses.

Interest expense

expense relates mostly to is an unsecured loan from Minoan Medical which is repayable

over the next 2 years .

The loan carries interest at the prevailing prime lending rate

The prevailing lending rate in South Africa was 11.75 %

The terms of this loan are deemed to be market related.

Earnings per share

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

diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period.

in which we report net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive common

shares are not assumed to have been issued if their effect is anti-dilutive.

of consolidation

- all intercompany transactions eliminated

consolidated financial statements include the accounts of Medinotec Inc., Medinotec Capital Proprietary Limited Consolidated and the

financial statements of DISA Medinotec Proprietary Limited, known as the Medinotec Group of Companies.

All significant intercompany transactions

have been eliminated.

The consolidated financial statements

include the accounts of Medinotec Inc., Medinotec Capital Proprietary Limited and the financial statements of DISA Medinotec Proprietary

Limited, known as “the Company”.

All significant intercompany transactions have been eliminated.

results could differ

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during the reporting period.

Actual results could differ from those estimates and may have impact on future periods.

Adopted Accounting Pronouncements

February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), and has since issued amendments thereto, related to the accounting

for leases (collectively referred to as “ASC 842”).

ASC 842 establishes a right-of-use (“ROU”) model that

requires a lessee to record a ROU asset and a lease liability on the consolidated balance sheet for all long-term leases.

will be classified as either financing or operating, with classification affecting the pattern of expense recognition and classification

in the consolidated statement of operations.

The Company adopted ASC 842 on April 26, 2021.

A modified retrospective transition approach

is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative

period presented in the consolidated financial statements, with certain practical expedients available.

Actual results could differ from those estimates and may have an impact on future periods.

issued accounting standards

Instruments--Credit Losses

June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, “Financial Instruments--Credit

Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments”.

The new standard introduces an approach, based on expected

losses, to estimate credit losses on certain types of financial instruments and modifies the impairment model for available-for-sale

debt securities.

The new approach to estimating credit losses (referred to as the current expected credit losses model) applies to most

financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity

debt securities, net investments in leases and off-balance-sheet credit exposures.

With respect to available-for-sale (AFS) debt securities,

the standard amends the current other-than-temporary impairment model.

For such securities with unrealized losses, entities will still

consider if a portion of any impairment is related only to credit losses and therefore recognized as a reduction in income.

rather than also reflecting that credit loss amount as a permanent reduction in cost (amortized cost) basis of that AFS debt security,

the standard requires that credit losses be reflected as an allowance.

As a result, under certain circumstances, a recovery in value

could result in previous allowances, or portions thereof, reversing back into income.

This standard expands the disclosure requirements

regarding credit losses, including the credit loss methodology and credit quality indicators.

For the group, 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 Consolidated

entities are currently assessing this standard’s impact on the Consolidated entities (consolidated) result of operations and financial

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.

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.

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

Early adoption is

Entities may elect to apply the guidance retrospectively to joint ventures with a formation date prior to January 1, 2025.

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

and related disclosures.

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.

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

nature and remaining duration of the restriction(s).

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

This guidance

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

The Company does not

expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements and

related disclosures.

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,

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

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

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.

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.

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.

Value Measurements

Consolidated entities report all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or

disclosed at fair value in the 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:

Consolidated entities report all financial assets and liabilities and non-financial assets and liabilities that are recognized

or disclosed at fair value in the 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

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

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plant and equipment consist of the following:

Leasehold improvement

Computer equipment

Computer software

Office equipment

Furniture and fixtures

Audited Restated

Motor vehicles

Plant and machinery

Laboratory equipment

Foreign currency adjustment

Total accumulated depreciation

and machinery

currency adjustment

accumulated depreciation

( 1,268,011 )

( 1,405,542 )

and amortization of property, plant and equipment totaled approximately $53,553 for the period ending February 28, 2023.

of property, plant and equipment totaled approximately $ 88,225

for the period ending February 29, 2024 compared to $ 53,553

for the period ending February 28, 2023.

Company has not acquired any property and equipment under capital leases.

Allocation to Cost of Goods Sold:

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.

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

is employed to better match the cost of assets with the revenue generated during the period.

of $ 24,277 was

allocated to Cost of Goods Sold for the year ending February 29, 2024, compared to $ 26,777

for the year ending February 28, 2023

consists of the following:

Restated 2022

Less provisions for obsolescence

Loans Payable

Loans from related parties

financial liabilities consists of a loan from a related party:

Restated 2022

provisions for obsolescence

Note receivable

Trachealator product obtained FDA approval in November 2021, which allowed the Company to sell this product into the United States of

Since the Company had no prior sales channels or infrastructure in the United States, management found it prudent to plan a

roll out of the product with a distributor that had an established network and infrastructure.

For this business, the Company partnered

with a company called Innovative Outcomes and entered into a revolving credit facility to a maximum of $ 750,000 .

Innovative Outcomes would use this to grow both their own distribution network and infrastructure and also allow for the Company to utilize

this network and infrastructure.

However, during quarter ending November 30, 2023, there was a material change in strategic focus where

the Company would require its products to be marketed to niche surgical units, Innovative Outcomes would be servicing the wound care

clinic market only which meant that the future growth of the combined network and infrastructure would not be a strategic match between

the two entities.

It was therefore decided to separate the network and infrastructure developed and for each company to pursue its strategic

note receivable will continue on the same terms and become payable later in the 2024 financial year ,

but the Company decided to provide full impairment against this receivable on November 30, 2023.

This decision was made in prudence due to the fact that the receivable

is not backed by any Trachealator revenue streams anymore.

This does not change that Innovative Outcomes will still be liable for payment

of this in the future Interest will accrue as normal until maturity date.

Should payments be received this provision will be reversed

with the same amount of cashflow received.

from related parties

Minoan Medical Proprietary Limited

Minoan Capital Proprietary Limited

Received/Issued

( 2,323,089 )

( 3,228,716 )

exchange difference

Capital Proprietary Limited

Opening balance

exchange difference

Medical Proprietary Limited:

is an unsecured loan which is repayable over the next 3 years .

The loan carries interest at the prevailing prime lending rate of the

interest free) .

The prevailing lending rate in South Africa was 10.75 % at year end.

The terms of this loan are deemed to

be market related.

company has the option to early settlement in cash or shares.

payable consists of a $ 1,769,688 unsecured loan from the prior parent entity of DISA Medinotec in South Africa called Minoan Medical.

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

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.

these 3 years the loan will carry interest at the prevailing prime lending rate of the time ..

The prevailing lending rate in South Africa was 11.75 %

at year end compared to 10.75 %

on February 28, 2023.

The terms of this loan are deemed to be market related.

Minoan Medical loan decreased by $ 93,105

during the year ended February 29, 2024.

interest charged for the year was $ 236,873

movement in the interest rates constitutes a value of $20,159 .

Company has the option to early settlement in cash or any form of equivalent.

Medical Proprietary Limited’s ultimate beneficial owner is the CEO of the Medinotec Group of Companies Dr.

Gregory Vizirgianakis

and is used to hold his medical investments and exports of which DISA Medinotec Proprietary Limited Incorporated was one of these investments

before it got transferred into the Medinotec Group of Companies.

Pieter van Niekerk also serves as a director on Minoan Medical Proprietary

Capital Proprietary Limited:

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payable consist of the following:

Restated 2022

accounts payable

payroll, payroll taxes and vacation

payroll, payroll taxes and leave pay

for professional fees

Tax liability

major European Cardiac supplier constitutes 61% (0% in prior period) of the total trade accounts payable

and deferred rent

Company leases office and warehouse spaces under noncancelable operating lease agreements, which expire through 2023.

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 Company’s facilities.

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

For these leases,

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

Consolidated entities takes possession of the office and records the difference between amounts charged to operations and amounts paid

as deferred rent.

As of February 28, 2023 $ 0 had been accrued.

It is the intention of management to renew the lease under the same terms.

minimum lease payments under noncancelable operating leases as of February 28, 2023, are as follows:

The Company leases office and warehouse

spaces under a cancelable operating lease agreement with contractual terms from August 1, 2023 to 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 Company’s facilities.

expense for operating leases for the period ended February 29, 2024 was $ 32,432 compared

to $ 39,984 for

the period ended February 28, 2023

Lease cost associated with operating

leases is charged to general and administrative expenses in our consolidated financial statements.

The exercise of lease renewal options

is at our sole discretion.

No extension period has been included in the determination of the right of use asset or the lease liability,

as we concluded that it is not reasonably certain that we would exercise such option.

Maturities of our operating lease

liability as of February 29, 2024 was as follows:

Years ending February 28:

expense for operating leases for the period ended February 28, 2023 was $ 39,984 .

time to time, the Group 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 Consolidated entities my agree to indemnify third parties with whom it enters into contractual

relationships, including customers, lessors, and parties to other transactions with the Consolidated entities, with respect to

certain matters.

The Consolidated entities 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

Group’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 Consolidated entities limited history of prior indemnification claims and the unique facts

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

Total undiscounted lease payments:

Imputed Interest

Total operating lease liabilities

Operating lease liabilities, current portion

Operating lease liabilities, net of current portion

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 consolidated entities my agree to indemnify third parties with whom it enters into contractual relationships,

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

Consolidated entities 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 Group’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.

possible to determine the maximum potential amount of liability under these indemnification obligations due to the Consolidated entities

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

Management believes

that any liability of the 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 Consolidated entities.

reporting date there is no known material litigation or claims against the Group.

that any liability of the consolidated entities that may arise out of or with respect to these matters will not materially affect the

financial position, results of operations, or cash flows of the Consolidated entities.

the reporting date there is no known material litigation or claims against the Group.

Stockholders'

equity/(deficit)

and issued stock by period

of February 28, 2023 the 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 February 28, 2023, Medinotec Inc., the parent Company had 20,000,000 shares of preferred stock authorized and available to issue.

of February 29, 2024 the Company had 188,266,250

shares of common stock authorized and available to issue for purposes of satisfying conversion

of preferred stock, the exercise and future grant of common stock options, and for purposes of any future business acquisitions and transactions.

of February 29, 2024, Medinotec Inc., the parent Company had 20,000,000

shares of preferred stock authorized and available to issue.

has remained unchanged from the previous financial year ending February 28, 2023.

and outstanding shares

Audited Restated 2022

Common shares

Additional paid in capital

for income taxes

components of income tax expense are as follows:

Audited Restated for the period April 26, 2011 to February 28,

Deferred/future

tax continuing operations

The components

of income tax expense are as follows:

Current expense from income taxes:

Total current expense from income taxes

Deferred benefit (expense) from income taxes

Total deferred benefit (expense) from income taxes

$ ( 150,918 )

The following

table sets forth a reconciliation from the U.S statutory federal income tax rate to the effective income tax rate:

Federal income tax rate

Permanent differences

Valuation allowance

Foreign rate differential

Effective rate

taxes/Future income tax assets and valuation allowance

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

Restated For the period April 26, 2021 to February 28,

Deferred rent

The following table sets forth the significant

components of deferred tax assets and liabilities:

Deferred tax assets

Provision for Professional fees

Leave pay provision

Provision for stock obsolescence

Provision for bad debt

Provision for royalties

Commission accrual

of note receivable

Assessed losses

Net deferred/future tax asset

tax assets refer to assets that are attributable to differences between the consolidated financial statement carrying amounts of existing

assets and liabilities and their respective tax bases.

Deferred tax assets in essence represent future savings of taxes that would otherwise

be paid in cash.

The realization of the deferred tax assets is dependent upon the generation of sufficient future taxable income, including

capital gains.

If it is determined that the deferred tax assets cannot be realized, a valuation allowance must be established, with a

corresponding charge to net income.

deferred tax assets

valuation allowance

Deferred tax assets, net

Deferred tax liabilities:

Right-of-use assets

Total deferred tax liabilities

Deferred tax assets, net

Deferred tax assets refer to assets

that are attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities

and their respective tax bases.

Deferred tax assets in essence represent future savings of taxes that would otherwise be paid in cash.

The realization of the deferred tax assets is dependent upon the generation of sufficient future taxable income, including capital gains.

If it is determined that the deferred tax assets cannot be realized, a valuation allowance must be established, with a corresponding

charge to net income.

It is management’s estimate that the deferred tax assets will be utilized in full in the next 12 months.

The geographic components of loss before

income taxes consisted of the following for the years ended February 29, 2024 and February 28, 2023:

United States operations

$ ( 594,328 )

$ ( 239,782 )

International operations

(Loss) income before taxes

$ ( 253,770 )

$ ( 391,477 )

federal tax has been provided on

the undistributed earnings of the foreign subsidiaries as of February 29, 2024 as the company intends to permanently reinvest the earnings.

As of February 28, 2024, the Company has no liabilities for uncertain tax positions.

It is the Company’s policy to record interest

and penalties as a component of tax expense.

The Company files income tax returns in the U.S.

Federal jurisdiction, various U.S.

jurisdictions and South Africa.

With few exceptions, the fiscal years that remain subject to examination are February 28, 2023 through

February 29, 2024.

Business acquisitions

Acquisition of Disa Medinotec Proprietary Limited

On March 2, 2022 the Medinotec Inc.

Medinotec Capital Proprietary Limited acquired 100 percent of the issued and outstanding shares of DISA Medinotec Proprietary Limited.

The consideration payable was $ 11 for the outstanding equity and the Group assumed the responsibility of the loan account ( $ 1,583,661 )

payable to Minoan Medical Proprietary Limited.

Due to the control of businesses being in principal 95% the same between the Group and

the previous ultimate beneficial owner of DISA Medinotec Proprietary Limited the transaction would be deemed a common control transaction.

Due to common control being established on April 26, 2021 (the incorporation date of the registrant) the effective date is deemed to be

at this date.

The Group acquired the assets and liabilities:

Accounts and other receivables

Property, plant and equipment

Deferred tax assets

Accounts payable and accrued liabilities

Long-term debt

( 1,316,848 )

Common control reserve

To properly account for the transfer of the membership interests of DISA

Medinotec Proprietary Limited, the Company reviewed the ownership structure of all of the entities involved in the contribution transaction,

as contemplated in the Registration Statement, and concluded that in accordance with ASC 805-50-25-2, the contribution of such membership

interests will qualify as a transfer of ownership between entities under common control.

“When accounting for a transfer of assets or exchange of shares between

entities under common control, the entity that receives the net assets or the equity interests shall initially measure the recognized

assets and liabilities transferred at their carrying amounts in the accounts of the transferring entity at the date of transfer.

carrying amounts of the assets and liabilities transferred differ from the historical cost of the parent of the entities under common

control, for example, because pushdown accounting had not been applied, then the financial statements of the receiving entity shall reflect

the transferred assets and liabilities at the historical cost of the parent of the entities under common control.”

ASC 805-50-15-6 states that the guidance in the Transactions Between Entities

Under Common Control Subsections applies to combinations between entities or businesses under common control in which an entity charters

a newly formed entity and then transfers some or all of its net assets to that newly chartered entity.

If the guidance in the subsection

applies, then in accordance with ASC 805-50-30-5, the Company will initially measure the recognized assets and liabilities transferred

at their carrying amounts (historical cost) in the accounts of the transferring entity at the date of transfer.

The Company believes the financial information of DISA Medinotec Proprietary

Limited is properly presented based on the carryover basis of accounting because the transfer of the ownership qualifies as a reorganization

of entities under common control.

In ASC 805, “control” has the same meaning as “controlling

financial interest” in ASC 810-10-15-8.

A “controlling financial interest” is generally defined as ownership of a majority

voting interest by one entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity.

GAAP does not define the term “common control.”

The accounting treatment for the contribution of the membership interests

of DISA Medinotec Proprietary Limited into the structure of Medinotec Inc Nevada was based upon the following facts:

At the date of incorporation of Medinotec Inc in Nevada April 26, 2021 ,

Gregory Vizirgianakis (CEO) was the 100 % ultimate beneficial owner of DISA Medinotec Proprietary Limited and owned 95 % of Medinotec Inc

Based upon the facts as outlined above, the Company applied the guidance

outlined in ASC 805-50 which deals with transactions between entities under common control.

Transactions between entities under common control are accounted for in

a manner similar to the pooling of-interest method.

Thus, the financial statements of the commonly controlled entities would be combined,

retrospectively, as if the transaction had occurred at the beginning of the period.

However, ASC 805-50-45-5 states that prior years’

comparative information is only adjusted for periods during which the entities were under common control.

In addition, ASC 805-50-45-2

requires that the “effects of intra-entity transactions on current assets, current liabilities, revenue, and cost of sales for periods

presented and on retained earnings at the beginning of the periods presented shall be eliminated to the extent possible.”

DISA Medinotec Proprietary Limited was deemed to be under common control

prior to March 2, 2022 share transfer date and therefore the acquisition was retrospectively applied from April 26, 2021, the formation

date of registrant.

The proforma information as disclosed in this note have been prepared to

present this.

General and administration

with related parties

5 unchanged sentences

investment company controlled by Dr Gregory Vizirgianakis

Party Loan and Sales

Gregory Vizirgianakis

Pieter van Niekerk

Gregory Vizirgianakis is the ultimate beneficial owner

1 unchanged sentence

investment company controlled by Dr Gregory Vizirgianakis

Rental Expenses

Dr Gregory Vizirgianakis is the ultimate beneficial owner

Gregory Vizirgianakis is the ultimate beneficial owner

Vascular Distribution Proprietary Limited trading as DISA Lifesciences

appointed by DISA Medinotec Proprietary Limited for Africa

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

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

the same date.

external third party

Capital Proprietary Limited

2 unchanged sentences

Gregory Vizirgianakis

Pieter van Niekerk

Incorporated in Nevada is the 100% ultimate parent entity

Vascular Distribution Proprietary Limited trading as DISA Life Sciences

appointed by DISA Medinotec Proprietary Limited for Africa

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

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.

external third party

Medinotec Proprietary Limited

1 unchanged sentence

party loan with Minoan Medical

income and expenses with Minoan Medical

Operational income and expenses

with Minoan Medical

Gregory Vizirgianakis

Pieter van Niekerk

Incorporated in Nevada is the 100% ultimate parent entity

3 unchanged sentences

Gregory Vizirgianakis

Vizirgianakis

Pieter van Niekerk

Joseph P Dwyer

Stavros Vizirgianakis

Athanasios Spirakis

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

3 unchanged sentences

Gregory Vizirgianakis

Vizirgianakis

Pieter van Niekerk

Joseph P Dwyer

Stavros Vizirgianakis

Athanasios Spirakis

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

financial officer of the Medinotec Group of Companies

relating to mutual entities disclosed above

Transactions relating to mutual entities disclosed above

directorships disclosed above

Shareholder in Medinotec Inc

Minority Shareholder in Medinotec Inc

Vizirgianakis

Executive officer of the Minoan Group of Companies

of Stavros Vizirgianakis

Brother of Stavros Vizirgianakis

relating to mutual entities disclosed above

4 unchanged sentences

director of the Medinotec Group of companies

of Gregory Vizirgianakis

Brother of Gregory Vizirgianakis

relating to mutual entities disclosed above

3 unchanged sentences

relating to mutual entities disclosed above

other Directorships in Medinotec Group of Companies

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

Capital is owned 100 % by the Chief Executive Officer of the Medinotec Group of Companies, Dr.

Related other Directorships in Medinotec Group of Companies

director of the Medinotec Group of companies

relating to mutual entities disclosed above

No Related other Directorships in Medinotec Group of Companies

DISA Medinotec Propriety Limited

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

Minoan Capital is owned 100 % by the

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

Gregory Vizirgianakis.

Pieter van Niekerk,

CFO of the Medinotec Group of Companies, also serves as a director on Minoan Medical Proprietary Limited

forth below is a table showing the Consolidated entities' rent paid and accounts payable for the year ended February 28, 2023 with Minoan

Audited Restated for the period April

26, 2021 to February 28,

Pieter van Niekerk, CFO of the Medinotec Group

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

We are currently also renting storage and office space

in the US on a 12-month lease agreement.

Set forth below is a table showing the

Consolidated entities' rent paid for the year ended February 29, 2024 and February 28, 2023 with Minoan Capital:

is comparable to rent charged for similar properties in the same relative area.

2 unchanged sentences

with a registered property agent who has the appropriate knowledge of the area.

ASC 850-10-50-6.

is an unsecured loan from the prior parent entity of DISA Medinotec Proprietary Limited incorporated in South Africa called Minoan Medical

2 unchanged sentences

during the developmental and startup phase.

After the acquisition of DISA Medinotec Proprietary Limited into the Medinotec Group of companies,

the Medinotec Group of Companies assumed this liability.

During the Covid challenges, interest on the loan was waived due to the loan

being classified as an equity investment at that stage, before the post balance sheet transfer of DISA Medinotec Proprietary Limited

Incorporated to the Medinotec Group of Companies.

The Medinotec Group of Companies has a period of 3 years post any IPO date/ 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.

current prevailing prime lending rate in South Africa is 10.75 % .

The interest charged for the year was $ 51,545 and a 1% movement in

the interest rates constitutes a value of $19,636 on an annual basis and $4,909 per quarter .

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

Consolidated entities, particularly Medinotec Inc.

have the option to settle earlier and settlement can be in cash or shares.

Medical Proprietary Limited’s ultimate beneficial owner is the CEO of the Medinotec Group of Companies Dr.

Gregory Vizirgianakis

and is used to hold his medical investments and exports of which DISA Medinotec Proprietary Limited Incorporated was one of these investments

before it got transferred into the Medinotec Group of Companies.

Pieter van Niekerk also serves as a director on Minoan Medical Proprietary

charges are charged to the loan account.

Audited Restated

Minoan Medical Proprietary Limited

Minoan Capital Proprietary Limited

to commonly controlled entities

Consolidated entities' sells the majority of their stock to DISA Vascular Distribution t/a DISA Life Sciences.

Life Sciences is the main distributor of the products of DISA Medinotec Proprietary Limited in South Africa.

This relationship is governed

by a distribution agreement which DISA Lifesciences needs to adhere to, the company is owned by an independent third party but according

to the distribution agreement DISA Life sciences needs to allow a Director of DISA Medinotec Proprietary Limited Incorporated registered

in South Africa to become a board member in an Non – Executive role to oversee that good corporate governance is maintained by

the company and that the good name of DISA Medinotec Proprietary Limited Incorporated does not come into despair.

Currently, the Board

position is held by Mr.

Pieter van Niekerk, who is also the CFO of the Medinotec Group of Companies.

van Niekerk has no operational

involvement and also no financial interest or benefit paid to him for assuming the role of independent non-executive of the company.

from this non-executive directorship position there is no other related party ties to DISA Life Sciences.

On October 14, 2022, Mr.

van Niekerk resigned as a director of DISA Lifesciences to focus on other commitments, on this same date the DISA Lifesciences ceased

to be a related party to DISA Medinotec.

Life Sciences is one of the top 5 biggest distributor of medical devices in the Republic of South Africa and therefore DISA Medinotec

Proprietary Limited registered in South Africa utilizes their sales footprint for cost efficiencies.

All trading is considered to be

at arm's length.

Medical Proprietary Limited’s ultimate beneficial owner is the CEO of the Medinotec Group of Companies Dr.

Vizirgianakis and is used to hold his medical investments and exports of which DISA Medinotec Proprietary Limited Incorporated was

one of these investments before it got transferred into the Medinotec Group of Companies.

All sales made to Minoan Medical

Proprietary Limited were utilized to build the export market for DISA Medinotec South Africa.

In the future these sales will be made

directly to the export countries without utilizing Minoan Medical Proprietary Limited as an intermediate.

These sales were made on

the same terms as the DISA Life Sciences distribution agreement.

Pieter van Niekerk also serves as a director on Minoan Medical

Proprietary Limited.

distribution agreement between DISA Lifesciences and DISA Medinotec Proprietary Limited Incorporated was entered into after a market

feasibility study was conducted.

Medical devices are registered with a fixed maximum sales price, which is regulated within South Africa.

It was determined that the profit split allowed between the two companies would be based on this approved market price, where DISA Lifesciences

would be allowed only to have 10% of the total sales value and DISA Medinotec Proprietary Limited Incorporated the remaining balance.

profit split was determined by a benchmark study that was completed by an external firm who compared the profit margins of a distribution/wholesale

The allowed profit margin was concluded as being within the appropriate benchmark and therefore arm’s length.

base used to determine the market related margin is the Worldwide Private Company Data Base from Thomson Reuters.

Therefore, this agreement

is deemed to be market related and at arm’s length and compliant with.

ASC 850-10-50-6 and ASC 850-10-50-5.

between the entities are settled on a regular basis and there is no long outstanding Accounts receivable.

forth below is a table showing the Company’s sales for the year ended February 28, 2023 and accounts receivable at this date with

DISA Life Sciences & Minoan Medical:

Audited Restated for the period April 26, 2021 to February 28,

Life Sciences

transactions occurred in the normal course of operations and are measured at the exchange amount, which is the amount of the consideration

established and agreed to by the related parties.

of Disa Medinotec Proprietary Limited

March 2, 2022 the Medinotec Inc.

and Medinotec Capital Proprietary Limited acquired 100 percent of the issued and outstanding shares of

DISA Medinotec Proprietary Limited.

The consideration payable was $ 11 for the outstanding equity and the Group assumed the responsibility

of the loan account ( $ 1,583,661 ) payable to Minoan Medical Proprietary Limited.

Due to the control of businesses being in principal 95%

the same between the Group and the previous ultimate beneficial owner of DISA Medinotec Proprietary Limited the transaction would be

deemed a common control transaction.

Due to common control being established on April 26, 2021 (the incorporation date of the registrant)

the effective date is deemed to be at this date.

Group acquired the assets and liabilities noted below (audited):

Accounts and other receivables

Property, plant and equipment

Deferred tax assets

Accounts payable and accrued liabilities

Long-term debt

( 1,316,848 )

Common control reserve

$ ( 359,903 )

properly account for the transfer of the membership interests of DISA Medinotec Proprietary Limited, the Company reviewed the ownership

structure of all of the entities involved in the contribution transaction, as contemplated in the Registration Statement, and concluded

that in accordance with ASC 805-50-25-2, the contribution of such membership interests will qualify as a transfer of ownership between

entities under common control.

accounting for a transfer of assets or exchange of shares between entities under common control, the entity that receives the net assets

or the equity interests shall initially measure the recognized assets and liabilities transferred at their carrying amounts in the accounts

of the transferring entity at the date of transfer.

If the carrying amounts of the assets and liabilities transferred differ from the

historical cost of the parent of the entities under common control, for example, because pushdown accounting had not been applied, then

the financial statements of the receiving entity shall reflect the transferred assets and liabilities at the historical cost of the parent

of the entities under common control.”

805-50-15-6 states that the guidance in the Transactions Between Entities Under Common Control Subsections applies to combinations between

entities or businesses under common control in which an entity charters a newly formed entity and then transfers some or all of its net

assets to that newly chartered entity.

If the guidance in the subsection applies, then in accordance with ASC 805-50-30-5,

the Company will initially measure the recognized assets and liabilities transferred at their carrying amounts (historical cost) in the

accounts of the transferring entity at the date of transfer.

Company believes the financial information of DISA Medinotec Proprietary Limited is properly presented based on the carryover basis

of accounting because the transfer of the ownership qualifies as a reorganization of entities under common control.

ASC 805, “control” has the same meaning as “controlling financial interest” in ASC 810-10-15-8.

A “controlling

financial interest” is generally defined as ownership of a majority voting interest by one entity, directly or indirectly, of more

than 50 percent of the outstanding voting shares of another entity.

GAAP does not define the term “common control.”

accounting treatment for the contribution of the membership interests of DISA Medinotec Proprietary Limited into the structure of Medinotec

Inc Nevada was based upon the following facts:

the date of incorporation of Medinotec Inc in Nevada April 26, 2021 , Gregory Vizirgianakis (CEO) was the 100 % ultimate beneficial owner

of DISA Medinotec Proprietary Limited and owned 95 % of Medinotec Inc in Nevada.

upon the facts as outlined above, the Company applied the guidance outlined in ASC 805-50 which deals with transactions between entities

under common control.

between entities under common control are accounted for in a manner similar to the pooling of-interest method.

Thus, the financial statements

of the commonly controlled entities would be combined, retrospectively, as if the transaction had occurred at the beginning of the period.

However, ASC 805-50-45-5 states that prior years’ comparative information is only adjusted for periods during which the entities

were under common control.

In addition, ASC 805-50-45-2 requires that the “effects of intra-entity transactions on current assets,

current liabilities, revenue, and cost of sales for periods presented and on retained earnings at the beginning of the periods presented

shall be eliminated to the extent possible.”

Medinotec Proprietary Limited was deemed to be under common control prior to March 2, 2022 share transfer date and therefore the acquisition

was retrospectively applied from April 26, 2021, the formation date of registrant.

proforma information as disclosed in this note have been prepared to present this.

General and administration

and notes receivable

Audited Restated

Innovative Outcomes

furtherance of our efforts to expand into the United States, on September 16, 2022, we entered into an unsecured revolving line of credit

to lend Innovative Outcomes, Inc.

up to $ 750,000 .

We have lent $ 585,000 so far under the line.

Outcomes is a US distributor in Little Rock, Arkansas, and we plan to enter into an arrangement with the company for the marketing and

distribution of our products for a fee and to cover expenses.

The funds from our line of credit will be used by Innovative Outcomes for

setting up infrastructure for our 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 activities.

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 .

September 30, 2024

to the year ended February 28, 2023, the group obtained a ticker symbol (MDNC) from FINRA (Financial Industry Regulatory Authority) and

a subsequent approval and quotation from the OTCQX markets during March 2023.

approval was applied for, which after being granted our market maker can start making a market for us.

for the above-mentioned events, there were no subsequent events for the year ending 28 February 2023.

has the option to settle earlier in cash or any form of equivalent.

were no subsequent events for the year ending February 29, 2024.

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-K

Item 9A. Controls and Procedures