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Item 9A. Controls and Procedures

2025-05-29 compared with 2024-07-05 · 1144 added, 973 removed, 573 unchanged (79% of the section changed)

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Evaluation of Disclosure Controls and Procedures

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 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.

Based on the evaluation performed as of

February 28, 2025, 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.

Management’s Report on Internal Controls Over Financial

Management 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 that:

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.

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 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.

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 framework set forth in Internal Control-Integrated Framework (2013) issued by the

Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on the foregoing, our principal executive officer and principal

financial officer concluded that our disclosure controls and procedures were not effective as of February 28, 2025, 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.

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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 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.

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

To address these material weaknesses, management engaged

financial consultants, performed additional analyses and other procedures to ensure that the financial statements included herein fairly

present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

remedied the material weaknesses as of February 29, 2024.

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

the fiscal year ending 2025.

Management is actively engaged in addressing the material

weaknesses in internal control over financial reporting identified as of February 28, 2025.

These weaknesses relate to the absence of

formal documentation of internal control procedures, limited segregation of duties within accounting functions, and an underdeveloped

control environment.

the Company’s size and structure present certain limitations, we recognize the importance of strengthening our internal controls

and have initiated steps to improve our control framework.

During the fiscal year ending February 28, 2026, we plan to:

Begin formal documentation

of key internal control processes and procedures, consistent with the COSO 2013 framework;

Enhance segregation of

duties within our finance function to the extent feasible, and implement additional review controls where full segregation is not

Adopt a formal Code of

Business Conduct and Ethics and communicate it throughout the organization;

Improve communication and

documentation of our accounting policies and procedures.

We have also engaged external consultants to assist

in evaluating and enhancing our internal control environment and to provide additional support during the remediation process.

These efforts are ongoing, and while the material

weaknesses had not been fully remediated as of February 28, 2025, we are committed to making meaningful progress in the coming year.

will continue to assess the effectiveness of these actions and report on our remediation progress in future filings.

Changes in Internal Control Over Financial Reporting

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28, 2025 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.

for the planned remedial action toward the control deficiencies detailed above.

Limitations on Effectiveness of Controls and Procedures

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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.

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

On February 19, 2025, we held our 2024 Annual Meeting

of the shareholders, at which the shareholders voted on the matters disclosed in our Proxy Statement.

The final voting results for the

matters submitted to a vote of the shareholders were as follows:

1 - Election of Directors

Our shareholders elected the persons listed below

for a one-year term expiring at our 2025 Annual Meeting or until their respective successors are duly elected and qualified:

Gregory Vizirgianakis

Pieter van Niekerk

Vizirgianakis

Athanasios Spirakis

2 – Ratification of Independent

Registered Public Accounting Firm

Our shareholders ratified the appointment of Mercurius

& Associates LLP as our independent registered public accounting firm for fiscal 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Athanasios Spirakis

Appointed as Director on October 11, 2023.

Set forth below is a brief description of the background

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Vizirgianakis has been employed

as CEO of Minoan Medical nd DISA Medinotec Proprietary Limited.

as CEO of Minoan Medical and DISA Medinotec Proprietary Limited.

Aside from that provided above, Dr.

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Accountant and the Company's CFO and has been involved in multiple listings on various exchanges in the United States of America and South

He has 10 years executive management experience and has been nominated as one of the “Top 35 under 35 Chartered Accountants”

in South Africa for two consecutive years.

He has 10 years of executive management experience.

For the last five years, Mr.

van Niekerk has been employed as CFO of Minoan Medical 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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Vizirgianakis

Vizirgianakis became

the Interim Chief Executive Officer of Misonix in September 2016 and the full-time President and Chief Executive Officer in December 2016.

Vizirgianakis has a distinguished career in the medical devices field having worked for United States Surgical Corporation as director

of sales for sub-Saharan Africa and later Tyco Healthcare in the capacity of General Manager South Africa.

Vizirgianakis is an investor and strategic

advisor to companies in the medical device field.

He currently serves on the Board of Directors at Tally Surgical, Inc., Theragenics

Corporation, Xtant Medical Holdings, Inc.

(NYSE American:

XTNT) and Medinotec, Inc.

(OTCQX:MDNC).

Vizirgianakis previously served

on the Board of Directors at Bioventus Inc.

BVS) and Tenaxis Medical.

Vizirgianakis is the former Chief Executive Officer

of medical device company, Misonix, Inc., which he led from 2016 through the company’s acquisition by Bioventus Inc.

previously served as Managing Director of the Medical Devices business at Ascendis Health Limited (JSE:

ASC) from 2014 to 2016.

Vizirgianakis

co-founded Surgical Innovations, which has become one of the largest privately owned medical device distributors in the African region,

and now part of the Johannesburg Stock Exchange listed entity Ascendis Health.

In that capacity, Mr.

Vizirgianakis acted as a distributor

of the Company’s products.

Vizirgianakis was Managing Director of Ascendis Medical from January 2014 through July 2016.

Vizirgianakis also served on the board of Tenaxis Medical and is a strategic investor in and advisor to numerous medical device startups

and established companies in this field.

co-founded Surgical Innovations, one of the largest privately-owned medical device distributors in the African region, which later became

part of Ascendis Health Limited.

His career in the medical device industry also includes experience serving as Director of Sales for

sub-Saharan Africa at United States Surgical Corporation and as General Manager of South Africa at Tyco Healthcare.

Vizirgianakis

holds a degree in Commerce from the University of South Africa.

Aside from that provided above, Mr.

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investment company under the Investment Company Act of 1940.

Vizirgianakis

has a degree in commerce from the University of South Africa.

Vizirgianakis has a degree in commerce

from the University of South Africa.

The Board believes Mr.

Vizirgianakis’ industry knowledge, sales and

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

Vizirgianakis’ industry knowledge, sales and marketing experience and

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

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,

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, 2022.

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 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.

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.

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 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 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

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.

From 2005 through 2009, Mr.

Dwyer served as chief

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

During 2004, Mr.

Dwyer served as chief

financial officer of Synergen, Inc., a privately held software company providing energy technology to utilities.

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

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.

in 1995 when Mr.

Dwyer went on to serve as senior

vice president, finance of Winstar Communications.

Aside from that provided above, Mr.

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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.

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

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Spirakis undertook

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

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

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

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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.

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

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

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Our directors are appointed for a one-year term to

hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.

officers are appointed by our board of directors and hold office until removed by the board.

hold office until the next annual general meeting of our shareholders or until they are removed from office in accordance with our bylaws.

Our officers are appointed by our board of directors and hold office until removed by the board.

Significant Employees

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S-K, including:

Any petition under the Federal bankruptcy laws

or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business

or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such

filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time

of such filing;

Any conviction in a criminal proceeding or being

named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

Being subject to any order, judgment, or decree,

not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her

from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing

broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by

the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker

or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association

Any petition under the Federal bankruptcy

laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the

business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time

of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the

time of such filing;

Any conviction in a criminal proceeding

or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

Being subject to any order, judgment,

or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining

him or her from, or otherwise limiting, the following activities:

Acting as a futures commission merchant,

introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person

regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter,

broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association

or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

Engaging in any type of business practice;

Engaging in any activity in connection with the

purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities

Being subject to any order, judgment or decree,

not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more

than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities,

Engaging in any activity in connection

with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal

commodities laws;

Being subject to any order, judgment or

decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for

more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities,

investment, insurance or banking activities, or to be associated with persons engaged in any such activity;

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civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

Being subject to, or a party to, any Federal or

State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an

alleged violation of:

Being subject to, or a party to, any Federal

or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to

an alleged violation of:

Any Federal or State securities or commodities

law or regulation;

Any law or regulation respecting financial institutions

or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil

money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

Any law or regulation prohibiting mail or wire

fraud or fraud in connection with any business entity;

Being subject to, or a party to, any sanction or

order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange

Act (15 U.S.C.

Any law or regulation respecting financial

institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution,

civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

Any law or regulation prohibiting mail

or wire fraud or fraud in connection with any business entity;

Being subject to, or a party to, any sanction

or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the

Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

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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.

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.

Athanasios Spirakis and Joseph P.

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.

The Audit Committee approves the selection of our

independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting.

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.

For the fiscal year ending February 28, 2025, the

Audit Committee:

Reviewed and discussed the audited financial statements with management, and

Reviewed 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 28, 2025 to be included

in this Annual Report on Form 10-K and filed with the Securities and Exchange Commission.

At the 2024 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

Mercurius and Associates LLP was subsequently appointed as our independent registered public accounting firm.

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 29, 2024 and February 28, 2023.

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, 2025 and

February 29, 2024.

SUMMARY COMPENSATION TABLE

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

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.

The following table sets forth, as of May 29, 2025,

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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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 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.

The percent of class is based on 11,733,750 voting shares as of May 29, 2025.

Includes 4,750,179 shares of common stock held by Medisol Pty Ltd that Mr.

Vizirgianakis has sole voting and investment power.

Includes 4,750,179 shares held in his name.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Other than as

disclosed below and in “Executive Compensation,” there have been no transactions involving the Company since the beginning

of the last fiscal year, or any currently proposed transactions, in which the Company was or is to be a participant and the amount involved

exceeds $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years,

and in which any related person had or will have a direct or indirect material interest.

Other than as disclosed below and in “Executive

Compensation,” there have been no transactions involving the Company since the beginning of the last fiscal year, or any currently

proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds $120,000 or one percent of the

average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any related person had or

will have a direct or indirect material interest.

Related Party Summary

3 unchanged sentences

Related Owners with the Medinotec Group of Companies

for the 2025 fiscal year

Minoan Medical Proprietary Limited

2 unchanged sentences

Dr Gregory Vizirgianakis

Pieter van Niekerk

Dr Gregory Vizirgianakis is the ultimate beneficial owner

payable - $940,001

Minoan Capital Proprietary Limited

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Dr Gregory Vizirgianakis is the ultimate beneficial owner

Loan payable - $276

Lease liability - $40,756

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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Gregory Vizirgianakis.

Pieter van Niekerk, CFO of the Medinotec Group

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

Set forth below is a table showing the

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

Set forth below is a table showing

the Consolidated entities’ rent paid for the year ended February 28, 2025, with Minoan Capital and the Melville, New York Office:

Rent is comparable to rent charged for

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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.

Loans payable includes an unsecured

loan of a $940,001 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 from the IPO date or from the date

at which the Company starts trading on a national exchange (as defined in Section 3(a)(1) of the Securities Exchange Act of 1934, as

amended), 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

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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.

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.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

BDO served as our independent registered auditors

for the year ended February 29, 2024.

Mercurius & Associates LLP served as our independent

registered auditors for the year ended February 28, 2025.

Please refer below for the total audit fees for the

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(Principal Executive Officer)

/s/ Peter van Niekerk

/s/ Pieter van Niekerk

Chief Financial Officer and Director

Peter van Niekerk

Pieter van Niekerk

(Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange

Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates

/s/ Gregory Vizirgianakis

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(Principal Executive Officer)

/s/ Peter van Niekerk

/s/ Pieter van Niekerk

Chief Financial Officer and Director

Peter van Niekerk

Pieter van Niekerk

(Principal Financial Office and Principal Accounting Officer)

/s/ Stavros G.

Vizirgianakis and

Vizirgianakis

/s/ Joseph P.

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FOR THE YEARS ENDED FEBRUARY 28, 2025 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:

Reports of Independent Registered Public Accounting Firms

Report for the year ended February 28, 2025 – Mercurius & Associates LLP - Firm ID:

Report for the year ended February 29, 2024 – BDO South Africa Inc.

Consolidated Balance Sheets as of February 28, 2025 and February 29, 2024

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 Operations and Comprehensive Income/ (Loss) for the Years Ended February 28, 2025 and February 29, 2024

Consolidated Statements of Stockholders’ Equity for the Years Ended February 28, 2025 and February 29, 2024

Consolidated Statements of Cash Flows for the Years Ended February 28, 2025 and February 29, 2024

Notes to Consolidated Financial Statements

+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

To the Shareholders and Board of Directors of

Medinotec Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance

sheet of Medinotec Inc.

and its subsidiaries (collectively, the “Company”) as of February 28, 2025, the related consolidated

statement of operations and comprehensive income/(Loss), consolidated statement of stockholders’ equity and consolidated statements

of 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

as of February 28, 2025 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 America.

Basis for Opinion

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.

federal 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 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.

Critical Audit Matters

Critical Audit matters are matters arising from the

current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee

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

challenging, subjective or complex judgments.

We determined that there are no critical audit matters.

Mercurius & Associates LLP

We have served as the Company’s auditor since

New Delhi, India

Report of Independent Registered Public Accounting Firm

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Medinotec Inc.

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

Johannesburg, South Africa

Opinion on the Consolidated Financial

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 America.

Basis for Opinion

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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.

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.

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a reasonable basis for our opinion.

BDO South Africa Inc.

/s/ BDO South Africa Inc.

BDO South Africa Incorporated

1 unchanged sentence

Jacques Barradas

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

We served as the Company's auditor from 2023 to 2024.

Johannesburg,

July 03, 2024

BDO South Africa Incorporated

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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.

formation date of registrant).

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.

We determined that there are no critical audit matters.

Mercurius & Associates

(Formerly known as AJSH

We have served as the Company’s

auditor since 2022

New Delhi, India

Consolidated Balance Sheets for the Medinotec Group of Companies

as of February 29, 2024 and February 28, 2023

Balance Sheets for the Medinotec Group of Companies as of February 28, 2025 and February 29, 2024

Current Assets

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Loans payable

Deferred tax liabilities

Operating lease liability, net of current portion

3 unchanged sentences

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

The accompanying notes are an integral part of these

audited consolidated financial statements.

Consolidated Statements of Operations and Comprehensive Income/ (Loss)

for the Medinotec Group of Companies for the Years Ended February 28, 2025 and February 29, 2024

Cost of goods sold

( 4,252,821 )

( 2,577,922 )

Operating expenses

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( 1,391,114 )

( 1,671,028 )

Research and development expenses

1 unchanged sentence

( 1,669,287 )

Income/(loss) from operations

( 1,841,891 )

from operations

Non operating income and expenses

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Interest expense

Other revenue/(expense)

Provision for impairment of note receivable

Other revenue

Impairment of note receivable

Total non-operating income and expenses

Loss before income taxes

Income/(loss) before income taxes

Current income taxes

Deferred income taxes

Net loss per share, basic and diluted:

Net income/(loss)

Net earnings/ (loss) per share, basic and diluted:

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

Net income/(loss)

Other comprehensive income/(loss)

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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

Earnings/(Accumulated Deficit)

Comprehensive Income

(loss) for the period

Comprehensive income/(loss)

issued – pursuant to acquisitions @S2 per share

fee capitalized

February 28, 2023

The accompanying notes are an integral part

of these audited consolidated financial statements.

Consolidated Statements of Stockholders’ Equity for the

Years Ended February 28, 2025 and February 29, 2024

Common Stock Additional Paid in Capital

Retained Earnings/(Accumulated Deficit)

Accumulated Comprehensive Income

Balance, March 1, 2023

Net (loss) for the period

2 unchanged sentences

( 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 29, 2024 and February 28, 2023

Net income for the period

Other comprehensive income / (loss)

Reclassification adjustment

Balance, February 28, 2025

The accompanying notes are an integral part of these

audited consolidated financial statements.

Consolidated Statements of Cash Flows for the Years Ended February 28,

2025 and February 29, 2024

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income/(loss)

Foreign currency transaction gain (loss), unrealized

Deferred income taxes and tax credits

for income taxes

Impairment provision on notes receivable

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Accrued interest

CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES

TOTAL CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES:

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Cash received from note receivable

CASH FLOWS FROM/(USED BY) INVESTING ACTIVITIES

TOTAL 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

TOTAL CASH FLOWS FROM/(USED BY) FINANCING ACTIVITIES

OTHER ACTIVITIES:

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Interest expense

Assets in exchange for lease liabilities

The accompanying

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

Right-of-use Assets in exchange for lease liabilities

The accompanying notes are an integral part

of these audited consolidated financial statements.

Notes to Consolidated Financial Statements

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

Description 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

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

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.

Combined, 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.

The Company is seeking to expand

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

The 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.

Significant Accounting Policies

Nature of business/basis

of preparation

Basis of presentation

The consolidated financial statements

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

Emerging Growth Company (EGC)

The 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.

Foreign currency translation

of foreign subsidiary

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

Assets and liabilities are translated at year-end exchange rates

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

Translation adjustments resulting

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

Exposed to currency variations in subsidiary

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

The accounts of the foreign subsidiaries

are translated into U.S.

Assets and liabilities are translated at year-end exchange rates and income and expense accounts are

translated at average exchange rates in effect during the year.

Translation adjustments resulting from fluctuations in the exchange rates

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

Exchange gains or losses incurred

foreign exchange currency transactions conducted by one of the Company’s operations in a currency other than the operation’s

functional currency are reflected in other revenue/(expense).

Exposed to currency variations

in subsidiary

The 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.

The functional currency as well

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

Cash and cash equivalents

liquid investments

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.

The 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

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

Accounts Receivables

based on a review and management evaluation

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

and equipment are stated at cost less accumulated depreciation and amortization.

Depreciation is provided for using the straight-line

method over the estimated useful lives as follows for the major classes of assets:

and machinery

Accounts 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.

In accordance with FASB ASC 326,

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

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

One major client constitutes 87 %

of the accounts receivable balance as at February 28, 2025, compared to 83 % on February 29, 2024.

An allowance for credit losses is

calculated taking into account all accounts older than 91+ days.

Property, plant and

Property and equipment are stated

at cost less accumulated depreciation and amortization.

Depreciation is provided for using the straight-line method over the estimated

useful lives as follows for the major classes of assets:

Plant and machinery

Laboratory equipment

Furniture and fixtures

Motor vehicles

Computer equipment

Office equipment

Computer software

Leasehold improvements

Valuation, costing and obsolescence

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,

Property, Plant and Equipment.

Long-lived assets (asset group), such as property and equipment subject to amortization, are reviewed

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.

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.

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.

Deferred tax assets and liabilities are recognized for the future tax

consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and

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

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.

income tax positions are measured at the largest amount that is greater than 50% likely of being realized.

Changes in recognition

or measurement are reflected in the period in which the change in judgment occurs.

Company records interest related to unrecognized tax benefits in interest expense and penalties in general and administrative expenses.

Value Measurements

value accounting is applied for all assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at

fair value in the financial statements on a recurring basis (at least annually).

Fair value is defined as the exchange price that would

be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for

the asset or liability in an orderly transaction between market participants on the measurement date.

The consolidated entities follow

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

Concentrations

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, trade

accounts receivable and loans.

The Company invests its excess cash in low-risk, highly liquid money market funds and certificates of

deposit with a major financial institution.

to currency variations in subsidiary

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 a quarterly 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

The Company assesses long-lived

assets for impairment in accordance with the provisions of Financial Accounting Standards Board ASC 360, Property, Plant and Equipment.

Long-lived assets (asset group), such as property and equipment subject to amortization, are reviewed 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.

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.

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

Allowance for credit losses

on loans receivable

The Company maintains an allowance

for credit losses on loans receivable in accordance with ASC 326, Financial Instruments—Credit Losses .

This allowance reflects

management’s estimate of expected credit losses over the contractual life of the loans, considering historical loss experience,

current conditions, and reasonable and supportable forecasts.

The estimate is developed using a combination of quantitative data and qualitative

factors, including borrower creditworthiness, loan-specific risk characteristics, macroeconomic trends, and other relevant information.

The allowance is adjusted through a provision for credit losses in the Company’s consolidated statements of operations, and loans

are charged off against the allowance when deemed uncollectible.

Employee benefit plans

The Company contributes 2.5 % of

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

The Company also contributes a portion

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

Income taxes are accounted for under

the asset and liability method.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences

between the financial statement carrying amounts of existing assets and liabilities and 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 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.

The Company recognizes the effect

of income tax positions only if those positions are more likely than not of being sustained.

Recognized income tax positions are measured

at the largest amount that is greater than 50% likely of being realized.

Changes in recognition or measurement are reflected in the period

in which the change in judgment occurs.

The Company records interest related

to unrecognized tax benefits in interest expense and penalties in general and administrative expenses.

Financial instruments

Fair Value Measurements

Fair value accounting is applied

for all 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 (at least annually).

Fair value is defined as the exchange price that would be received for an asset or

an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an

orderly transaction between market participants on the measurement date.

The consolidated entities follow the established framework for

measuring fair value and expands disclosures about fair value measurements.

Concentrations of credit risk

Financial instruments that potentially

subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, trade accounts receivable and loans.

The Company invests its excess cash in low-risk, highly liquid money market funds and certificates of deposit with a major financial institution.

Exposed to currency variations in subsidiary

The primary operations and functional

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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

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:

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, 2025 was ( $ 55,815 ) compared to $ 15,804 for the year ended February 29, 2024.

Interest rate risk

Market 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.

The interest rate risk relates solely

to the related party loan.

Comprehensive income/loss

Comprehensive 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

Total foreign currency transaction

loss for the year ended February 28, 2025 was $ 55,815 , compared to gains of $ 15,804 for the year ended February 29, 2024.

Revenue recognition

Revenue represents the amount of

consideration expected to be received from customers in exchange for the transfer of products.

Net sales exclude value added and other

taxes we collect from customers.

Other costs to obtain and fulfill contracts are generally expensed as incurred due to the short-term

nature of most of our sales.

Shipping and handling costs charged to customers are included in net revenue.

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

its obligations under each of its arrangements:

the contract with a customer,

the performance obligations in the contract,

the transaction price,

the transaction price to performance obligations in the contract, and

revenue as the performance obligation is satisfied.

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.

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.

The Company applies the following

five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its arrangements:

identify the contract with a customer,

identify the performance obligations in the contract,

determine the transaction price,

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

recognize revenue as the performance obligation is satisfied.

Revenue from the sale of self-manufactured

These products are developed in-house.

The 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.

Revenues relating to the self-manufactured

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

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

Revenue from the distribution

The distribution products are sold

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

The Company’s clients

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

warehouse with Free-on-Board Inco terms.

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

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

Revenues relating to the distribution

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

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

The transfer of control will typically be on the date of shipment.

Goods delivered to a consignee pursuant

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

Once it is determined that substantial

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

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

For both revenue streams

The Company has two operating segments,

inside the United States and outside the United States.

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

revenue streams sold into these territories.

The Company has no contract assets or

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

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

revenue is recognized at a specific point and time.

Under 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

Our payment terms vary per segments;

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

They generally have payment terms of 30 days

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

Terms can be extended by the Company when it deems the business

case and credit worthiness of the customer is strong enough.

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

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

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

Company sells a significant amount to DISA Life Sciences.

The Company sells a significant amount

to DISA Life Sciences.

For the year ending February 28, 2025, 88 %

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

in South Africa compared to 62 %

of the Company's total revenue is derived from this single customer in the distribution environment in South Africa compared to 86 %

for the year ending February 29, 2024.

During fiscal 2025, a receivable was recognized for revenue earned from DISA Life Sciences.

As of February 28, 2025, no sales taxes have been recorded, as no invoice has been issued.

The related sales tax return will be finalized

in accordance with standard invoicing timelines or adjusted as necessary upon invoice issuance.

Segment Reporting

This table indicates the sales per revenue

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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

Chief Operating Decision Maker (CODM)

The Company’s CODM is the Chief Executive

Officer, who is responsible for strategic decision-making and resource allocation.

The CEO, with support from the executive leadership

team, regularly reviews financial and operational results segmented by geographic region.

These reports form the basis for internal decision-making

and operational management.

The Company has determined that it operates in

two reportable geographic segments:

Inside the United States and Outside the United States.

These segments reflect the manner in which

the Chief Operating Decision Maker (CODM) assesses financial performance and allocates resources.

Basis of Segmentation

Operating segments are determined based on the

internal reports regularly reviewed by the CODM.

Geographic segmentation reflects the Company's internal management structure and reporting

lines, as operations within the United States and internationally are subject to distinct market, regulatory, and customer dynamics.

Performance Measures Reviewed by CODM

The CODM evaluates segment performance primarily

using income/loss from operations, which includes revenues, cost of goods sold, and major operating expenses.

This measure is reviewed

regularly and is considered the most relevant indicator of segment profitability and operating efficiency.

Segment results are prepared

on a basis consistent with the Company’s consolidated financial statements, with no adjustments for intersegment transactions.

Granular Segment Expense Reporting

To support effective decision-making,

the CODM reviews segment-level performance at a more detailed level than presented in the consolidated financial statements.

Specifically,

the CODM receives and evaluates reports that disaggregate significant

expenses such as:

Selling Expenses

General and Administrative Expenses

Research and Development Expenses

This level of detail enables the CODM to evaluate

cost drivers and profitability more effectively across geographic segments.

The following table sets forth financial

information by reportable segment for the years ending February 28, 2025 and February 29, 2024:

Income/(Loss) from

Inside the United States

3 unchanged sentences

( 2,530,214 )

( 4,252,821 )

( 2,577,922 )

Selling expenses

3 unchanged sentences

( 1,391,114 )

( 1,671,028 )

Research and development expenses

Income/(loss) from operations

Provision for impairment of note receivable

income/(expenditure)

( 1,032,026 )

( 1,005,266 )

income/(loss)

Other income/(expenditure)

includes items not considered by the CODM at segment level, and consist of items such as interest income, interest expense, current income

taxes and deferred income taxes.

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

The major component of total assets is

"Cash" of $ 2,769,686 for the year ending February 28, 2025 and $ 2,808,910 for the year ending February 29, 2024.

A significant

portion of this is maintained inside the United States in USD of $ 2,019,628 for the year ending February 28, 2025 and $ 2,478,434

for the year ending February 29, 2024.

of goods sold

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.

Cost of goods sold

Cost 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

General and administrative expenses

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

consist 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.

All research and development expenses

are expensed as incurred and are included in operating expenses.

Our research and development efforts are limited in scope and primarily

focused on enhancing existing production processes.

We undertake R&D projects only when a working prototype and proof of concept exist,

and after assessing economic viability.

Projects that cannot be efficiently integrated into our current manufacturing infrastructure are

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.

Interest 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 of the time.

The prevailing lending rate in South Africa was 11.00 % at year end.

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

Basic earnings (loss) per share

are computed based on the weighted average number of ordinary shares outstanding during each year.

The diluted earnings/(loss) per

share is computed by giving effect to all potentially dilutive securities outstanding for the period, by applying the treasury stock

For periods 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.

There were no potentially dilutive securities

outstanding during the fiscal year ended February 28, 2025;

accordingly, no additional shares have been included in the diluted earnings

per share calculation.

Principles of consolidation

- all intercompany transactions eliminated

2 unchanged sentences

Limited, known as “the Company”.

All significant intercompany transactions have been eliminated.

All intercompany transactions have been eliminated.

results could differ

preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of

America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses

during the reporting period.

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

issued accounting standards

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 preparation of consolidated financial

statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results

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

As detailed in the Critical Accounting

Estimates section above, the key accounting estimates are as follows:

Allowance for credit losses on loans receivables

Valuation, costing and obsolescence

Deferred tax assets

Recently issued accounting standards

In November 2024, the FASB issued ASU

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation

of Income Statement Expenses.

The ASU is intended to enhance transparency of income statement disclosures primarily through additional

disaggregation of relevant expense captions.

The standard is effective for annual reporting periods beginning after December 15, 2026,

and interim periods within annual reporting periods beginning after December 15, 2027, with prospective or retrospective application permitted.

The Company is currently evaluating the impact of this guidance on its disclosures in the consolidated financial statements.

In August 2023, the Financial Accounting

Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05, Business Combinations-Joint Venture

Formations (Subtopic 805-60):

Recognition and Initial Measurement (“ASU 2023-05”), which addresses the accounting for contributions

made to a joint venture, upon formation, in a joint venture’s separate financial statements.

The amendments require certain joint

ventures to apply a new basis of accounting upon formation by recognizing and initially measuring most of their assets and liabilities

at fair value.

The objectives of the amendments are to provide decision-useful information to investors and other allocators of capital

in a joint venture’s financial statements and also to reduce diversity in practice.

ASU 2023-05 is effective for both public and

private joint venture entities with a formation date on or after January 1, 2025.

Early adoption is permitted.

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.

In June 2022, the FASB issued ASU 2022-03,

Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions to clarify that

a contractual restriction on the sale of an equity security is not considered part of a unit of account of the equity security, and, therefore,

is not considered in measuring fair value.

The amendments also clarify that an entity cannot, as a separate unit of account, recognize

and measure a contractual sale restriction.

The amendments also require the following disclosures for equity securities subject to the

contractual sale restrictions.

The fair value of equity securities

subject to the contractual sale restrictions reflected on the balance sheet.

The nature and remaining duration of

the restriction(s).

The circumstances that could cause

a lapse in the restriction(s).

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.

In September 2022, the Financial Accounting

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

Programs (Subtopic 405-50):

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

finance programs.

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

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

The amendments

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

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

The Company has evaluated

the effect of this standard on its operations and has determined that it has no material impact.

In November 2023, the FASB issued ASU

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

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

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

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

All public entities will be required to report

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

The Company has

implemented this standard for the current fiscal year.

In December 2023, the FASB issued ASU

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

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

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

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

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

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

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.

Early adoption is permitted.

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

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

tax expenses.

Value Measurements

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

to access at the measurement date.

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

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

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

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

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

that is significant to the fair value measurement in its entirety.

February 29, 2024 and February 28, 2023, all of the Company’s cash and cash equivalents, trade accounts receivable and trade

accounts payable were short term in nature, and their carrying amounts approximate fair value.

Our current and long-term debt arrangements

are classified as level 2 financial instruments.

plant and equipment

plant and equipment consist of the following:

and machinery

currency adjustment

accumulated depreciation

The 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 as follows:

Level 1—Inputs are quoted

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

Level 2—Inputs are observable,

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

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

substantially the full term of the related assets or liabilities.

Level 3—Inputs are unobservable

inputs for the asset or liability.

The level in the fair value hierarchy

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

in its entirety.

At February 28, 2025 and February

29, 2024, all of the Company’s cash and cash equivalents, trade accounts receivable and trade accounts payable were short term in

nature, and their carrying amounts approximate fair value.

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

Property, plant and equipment

Accounts by year end

Property, plant and equipment consist

of the following:

Computer software

Office equipment

Motor vehicles

Plant and machinery

Furniture and fittings

Computer equipment

Laboratory equipment

Foreign currency adjustment

Total accumulated depreciation

( 1,332,649 )

( 1,268,011 )

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:

provisions for obsolescence

Note receivable

Depreciation of property, plant and

equipment totaled approximately $ 95,734 for the period ending February 28, 2025 compared to $ 88,225 for the period ending February 29,

The Company has not acquired any property

and equipment under capital leases.

Depreciation Allocation to Cost

of Goods Sold:

A portion of the depreciation expense

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

This practice is in accordance with the company's

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

The allocation of depreciation to

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

This method is employed to better match

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

Depreciation of $ 21,888 was allocated

to Cost of Goods Sold for the year ending February 28, 2025, compared to $ 24,277 for the year ending February 29, 2024.

receivable, net of allowances

Accounts receivable by

Accounts receivable consist of

the following:

accounts receivable

Allowance for

expected credit losses

Accounts by period

Inventory consists of the following:

Work in progress

Finished goods

Less provisions

for obsolescence

Goods in transit

current assets

Other current assets by

Other current assets consist

of the following:

Deposits paid

Other receivables

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

The Trachealator product obtained FDA

approval in November 2021, which allowed the Company to sell this product into the United States of America.

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 focus.

The 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

This decision was made in prudence due to the fact that the receivable is no longer backed by any Trachealator revenue streams.

This does not change that Innovative Outcomes will still be liable for payment of this in the future.

Should payments be received this

provision will be reversed with the same amount of cashflow received.

We have taken legal action in order to recover the amount outstanding.

Loans from related parties

Minoan Medical Proprietary Limited

Opening balance

Interest accrued

Received/Issued (1)

Repayments (1)

( 2,701,966 )

( 2,323,089 )

exchange difference

Capital Proprietary Limited

Foreign exchange difference

Closing balance

Minoan Capital Proprietary Limited

Opening balance

exchange difference

Medical Proprietary Limited:

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

Foreign exchange difference

Closing balance

During the fiscal year ended February 29, 2024, the

Company entered into a non-cash settlement arrangement involving its loan payable to Minoan Medical.

Under this arrangement, a third-party

trading partner settled a portion of the loan balance directly with Minoan Medical on behalf of Medinotec.

The net impact of this arrangement

was a non-cash offset of $ 339,209 .

During the fiscal year ended February 29, 2024, the Company made cash loan payment in the amount a

$ 9,680 , which is included in the financing cash outflows in the consolidated statement of cash flows.

Minoan Medical Proprietary Limited:

Loans payable consists of a $ 940,001

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 of 31 March 2023 or a date at

which the Company starts trading on a a national exchange (as defined in Section 3(a)(1) of the Securities Exchange Act of 1934, as amended)

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:

is an unsecured, interest free loan with no fixed terms of repayment.

Medical and Minoan Capital are related parties of the Group as the CEO Dr Gregory Vizirgianakis has common control.

During 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 11.00 % at year end compared to 11.75 % on February 29, 2024.

The terms of this loan are deemed to be market

The Minoan Medical loan decreased

by $ 829,687 during the year ended February 28, 2025 as detailed in the table above.

The interest charged for the year

was $ 141,748 and a 1% movement in the interest rates constitutes a value of $12,886 .

The Company has the option for

early settlement in cash or any form of equivalent.

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.

Minoan Capital Proprietary Limited:

This is an unsecured, interest free

loan with no fixed terms of repayment.

Minoan Medical and Minoan Capital

are related parties of the Group as the CEO Dr Gregory Vizirgianakis has common control.

payable and accrued expenses

payable by period

payable consist of the following:

accounts payable

payroll, payroll taxes and leave pay

for professional fees

Accounts payable by period

Accounts payable consist of the following:

Trade accounts payable

Accrued payroll, payroll taxes and leave pay

Provision for professional fees

Royalties payable

Tax liability

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

and deferred rent

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

Other payables

One major European Cardiac supplier constitutes 74% (61% in prior period)

of the total trade accounts payabl e

Leases and deferred rent

The Company accounts for leases under ASC

842, Leases .

The Company leases office and warehouse spaces under a cancelable operating lease agreement with contractual terms

from August 1, 2023 to July 31, 2026 from a third-party entity that is considered a related party due to mutual directorship with a member

of the Company’s Board.

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.

Management believes the terms of the lease are consistent with market rates and were entered into at arm’s length.

Operating lease right-of-use (ROU) assets

and corresponding lease liabilities are recognized on the consolidated balance sheet at the commencement date based on the present value

of future lease payments.

The Company uses its incremental borrowing rate to discount lease payments, as the implicit rate is not readily

determinable.

Lease expense is recognized on a straight-line basis over the lease term.

Short-term leases (terms of 12 months or less)

are not capitalized and are expensed as incurred.

Rental expense for operating leases

for the period ended February 28, 2025 was $ 32,031 compared to $ 32,142 for the period ended February 29, 2024.

Lease cost associated with operating

9 unchanged sentences

Imputed Interest

Total operating lease liabilities

Present value of 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 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.

The carrying amount of the operating right-of-use

asset as of February 28, 2025 was as follows:

Opening balance at March 1, 2024

Accumulated depreciation

Closing balance at February 28, 2025

From time to time, the Company may become

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

In the normal course of business,

the 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 claim.

From 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 affect the financial position, results of operations,

or cash flows of the Consolidated entities.

At the reporting date there is no

known material litigation or claims against the Group.

Stockholders'

equity/(deficit)

and issued stock by period

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

for income taxes

The components

of income tax expense are as follows:

Authorized and issued stock by period

As of February 28, 2025 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.

As of February 28, 2025, Medinotec

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

This has remained unchanged from the previous

financial year ending February 29, 2024.

Issued and outstanding shares

Common shares

Amount of shares

Common shares

Provision for income taxes

The components of income tax expense are

Current expense from income taxes:

3 unchanged sentences

$ ( 864,665 )

The following

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

$ ( 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

7 unchanged sentences

Deferred tax assets

Provision for Professional fees

Leave pay provision

Provision for stock obsolescence

Provision for bad debt

Provision for royalties

Commission accrual

for Professional fees

pay provision

for stock obsolescence

Unrealised profit

for royalties

of note receivable

Assessed losses

operating loss - State

deferred tax assets

valuation allowance

Deferred tax assets, net

tax assets, net

tax liabilities:

revenue GAAP adjustment

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.

tax assets/(liabilities), 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 )

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 certain deferred tax assets will be utilized in full in the next 12 months.

geographic components of income/(loss) before income taxes consisted of the following for the years ended February 28, 2025 and February

States operations

$ ( 248,501 )

International operations

(Loss) income before taxes

$ ( 594,328 )

International

income before taxes

$ ( 253,770 )

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.

federal tax has been provided on the undistributed earnings of the foreign subsidiaries as of February 28, 2025 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.

Company’s policy to record inter est and penalties as a component of tax expense.

The Company files income tax returns in

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

with the Medinotec Group of Companies

transactions with the Medinotec Group of Companies

Directors with the Medinotec Group of Companies

Owners with the Medinotec Group of Companies

Medical Proprietary Limited

investment company controlled by Dr Gregory Vizirgianakis

Gregory Vizirgianakis

Pieter van Niekerk

Gregory Vizirgianakis is the ultimate beneficial owner

Capital Proprietary Limited

investment company controlled by Dr Gregory Vizirgianakis

state jurisdictions and South Africa.

With few exceptions, the fiscal years that remain subject

to examination are February 29, 2024 through February 28, 2025.

In October 2021, the Organisation for Economic

Co-operation and Development (OECD)/G20 Inclusive Framework released a two-pillar solution to address the tax challenges of the digital

Pillar Two introduces a global minimum corporate tax regime that applies to multinational enterprises (MNEs) with annual consolidated

revenue of €750 million or more.

The Company operates manufacturing and

distribution activities in several jurisdictions, including the United States and South Africa.

Although South Africa has announced its

intention to implement a Qualified Domestic Minimum Top-Up Tax (QDMTT) beginning in 2024 under Pillar Two, the Group’s consolidated

revenue for the past two fiscal years has not exceeded the €750 million threshold.

As such, the Group is not currently within the

scope of the Pillar Two global minimum tax rules.

The Company continues to monitor developments

related to Pillar Two in the jurisdictions in which it operates, including the United States and South Africa.

If future changes to revenue

thresholds or group composition bring the Company into scope, the potential tax impacts will be assessed in accordance with ASC 740, Income

Based on the current scope criteria and

the absence of substantively enacted legislation in the United States, no amounts have been recognized in the consolidated financial statements

related to Pillar Two.

Any future obligations arising from the implementation of these rules, should the Group become subject to them,

will be accounted for as current-period tax expenses, consistent with the FASB staff guidance issued in 2023.

Transactions with

related parties

Relationship with the Medinotec Group of Companies

Related transactions with the Medinotec Group of Companies

Related Directors with the Medinotec Group of Companies

Related Owners with the Medinotec Group of Companies

for the 2025 fiscal year

Minoan Medical Proprietary Limited

Medical investment company controlled by Dr Gregory Vizirgianakis

Related Party Loan

Dr Gregory Vizirgianakis

Dr Gregory Vizirgianakis is the ultimate beneficial owner

payable - $ 940,001

Minoan Capital Proprietary Limited

Property investment company controlled by Dr Gregory Vizirgianakis

Related party loan

Rental Expenses

Dr Gregory Vizirgianakis is the ultimate beneficial owner

Gregory Vizirgianakis is the ultimate beneficial owner

Capital Proprietary Limited

African holding company of the Medinotec Group of Companies

party loan payable to Minoan Capital

Gregory Vizirgianakis

Dr Gregory Vizirgianakis is the ultimate beneficial owner

Loan payable - $ 276

Lease liability - $ 40,756

Medinotec Capital Proprietary Limited

The African holding company of the Medinotec Group of Companies

Related party loan payable to Minoan Capital

Dr Gregory Vizirgianakis

Pieter van Niekerk

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

African operating and manufacturing company

party loan with Minoan Medical

Operational income and expenses

with Minoan Medical

Gregory Vizirgianakis

Medinotec Incorporated in Nevada is the 100% ultimate parent entity

DISA Medinotec Proprietary Limited

The African operating and manufacturing company

Related party loan with Minoan Medical

Operational income and expenses with Minoan Medical

Dr Gregory Vizirgianakis

Pieter van Niekerk

Incorporated in Nevada is the 100% ultimate parent entity

Incorporated Nevada

parent of Medinotec Capital and DISA Medinotec

of the above for its related subsidiaries

Gregory Vizirgianakis

Medinotec Incorporated in Nevada is the 100% ultimate parent entity

Medinotec Incorporated Nevada

Ultimate parent of Medinotec Capital and DISA Medinotec

All of the above for its related subsidiaries

Dr Gregory Vizirgianakis

Pieter van Niekerk

2 unchanged sentences

Athanasios Spirakis

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

Group of Companies

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

for its related subsidiaries

Gregory Vizirgianakis

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

Medinotec Group of Companies

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

above for its related subsidiaries

Dr Gregory Vizirgianakis

Pieter van Niekerk

2 unchanged sentences

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

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

Pieter van Niekerk

Chief financial officer of the Medinotec Group of Companies

Transactions relating to mutual entities disclosed above

directorships disclosed above

Related directorships disclosed above

Minority Shareholder in Medinotec Inc

Vizirgianakis

Executive officer of the Minoan Group of Companies

Gregory Vizirgianakis

Chief Executive officer of the Minoan Group of Companies

Brother of Stavros Vizirgianakis

relating to mutual entities disclosed above

directorships disclosed above

in Medinotec Inc and Kingstyle investments.

Vizirgianakis

Non-Executive

director of the Medinotec Group of companies

Transactions relating to mutual entities disclosed above

Related directorships disclosed above

Shareholder in Medinotec Inc and Kingstyle investments.

Stavros Vizirgianakis

Non-Executive director of the Medinotec Group of companies

Brother of Gregory Vizirgianakis

relating to mutual entities disclosed above

Related other Directorships in Medinotec Group of Companies

Non-Executive

director of the Medinotec Group of companies

relating to mutual entities disclosed above

Related other Directorships in Medinotec Group of Companies

director of the Medinotec Group of companies

relating to mutual entities disclosed above

Transactions 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.

Non-Executive director of the Medinotec Group of companies

Transactions relating to mutual entities disclosed above

No Related other Directorships in Medinotec Group of Companies

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 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.

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.

The company does market research of a Minimum and a Maximum

rental value within the area at every renewal of the rental agreement to ensure this is market related, this exercise is undertaken together

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

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

Proprietary Limited.

This loan originated to fund working capital and capex expansions of DISA Medinotec Proprietary Limited Incorporated

during the developmental and startup phase.

Consolidated entities, particularly Medinotec Inc.

Set forth below is a table showing

the Consolidated entities' rent paid for the year ended February 28, 2025 and February 29, 2024 with Minoan Capital and for the Melville,

New York office:

Rent is comparable to rent charged

for similar properties in the same relative area.

The company does market research of a Minimum and a Maximum rental value within the

area at every renewal of the rental agreement to ensure this is market related, this exercise is undertaken together with a registered

property agent who has the appropriate knowledge of the area.

This is an unsecured loan from the

prior parent entity of DISA Medinotec Proprietary Limited incorporated in South Africa called Minoan Medical Proprietary Limited (a related

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

developmental and startup phase.

The Consolidated entities, particularly

Medinotec Inc.

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

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

We obtained FDA clearance for the Aortic

Valve Dilatation Balloon Catheter (OutFlo) on March 11, 2025.

There were no other subsequent events for

the year ending February 28, 2025.

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