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                              September 15, 2022

       Pieter van Niekerk
       Chief Financial Officer
       Medinotec Inc.
       Northlands Deco Park
       10 New Market Street
       Stand 299 Avant Garde Avenue
       North Riding 2169

                                                        Re: Medinotec Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed August 30,
2022
                                                            File No. 333-265368

       Dear Mr. van Niekerk:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
August 18, 2022 letter.

       Amendment No. 2 to Registration Statement on Form S-1

       Business Summary, page 3

   1.                                                   We note the revised
disclosure on page 3 in response to comment 2. Clarify why the
                                                        revised disclosure
discussing the private placement is in the conditional tense (e.g.
                                                        "would facilitate two
years of funding") when disclosure elsewhere appears to indicate
                                                        that this private
placement has been completed. Also, revise to balance this disclosure by
                                                        clarifying that there
is no guarantee that you will obtain U.S. regulatory approvals for your
                                                        product candidates or
that you will be able successfully commercialize your products in
                                                        the U.S.
 Pieter van Niekerk
Medinotec Inc.
September 15, 2022
Page 2
2.       We reissue comment 6 insofar as you have not revised the summary to
provide narrative
         disclosure about your reliance on two related party entities for the
majority of your
         sales. Please revise this section to disclose that that you were
reliant on related parties
         Minoan Medical and DISA Lifesciences for a significant majority of
your revenue in both
         the fiscal year ended February 29, 2022 and the quarter ended May 31,
2022.
3.       We note the revised disclosure in response to comment 7. As
individuals make
         investment decisions for a variety of reasons and market conditions
can change at any
         time, revise to remove the language "proved the viability of its
business plan" from the
         prospectus.
Description of Business, page 42

4.       We reissue comment 10. We note a general summary added to page 52
regarding
         government regulations. Please revise to provide a more detailed
description of the
         regulations you are subject to so that investors can understand the
regulatory framework
         you must navigate to conduct your business. In doing so, name the
applicable regulatory
         agencies. As you intend to focus on the U.S. market, explain the
process for seeking FDA
         clearance for your potential products and the significance of the
designations to which you
         refer in your discussion.
Human Resources, page 43

5.       We reissue comment 12 in part. To the extent your wholly-owned
subsidiaries employ
         individuals, those individuals may be counted as your employees. Refer
to Item
         101(h)(4)(xii) of Regulation S-K. However, persons employed by
entities that are related
         parties or who act as independent contractors are not employees. You
may explain how
         you sell your products through distribution channels in a separate,
appropriate section of
         your document. Revise the Human Resources section to clarify
accordingly and to refrain
         from grouping independent consultants with your employees.
Our Key Products, page 54

6.     We reissue comment 15. Please either provide support for the following
statements or
       revise the prospectus to remove them:
           The CE mark is "recognized as a valid quality accreditation by all
countries in the
            world outside the US, Canada, Australia, Japan and China." We note
there are more
FirstName LastNamePieter     vaninNiekerk
            than 180 countries     addition to those listed in the document.
Comapany    NameMedinotec
           Canada               Inc.
                     recognizes U.S. FDA approval to accept products into its
market and does not
            require
September 15,   2022itsPage
                        own2approval.
FirstName LastName
 Pieter van Niekerk
FirstName
Medinotec LastNamePieter   van Niekerk
           Inc.
Comapany 15,
September  NameMedinotec
               2022         Inc.
September
Page  3    15, 2022 Page 3
FirstName LastName
Description of Property, page 58

7.       We reissue comment 16 in part. Revise to disclose the date on which
the lease expires.
         Also disclose any provisions for extension of the lease. Please also
revise to clarify if this
         is the property used for your manufacturing operations.
12. Business Acquisitions
a. Acquisition of Disa Medinotec Proprietary Limited, page F-44

8.       We have considered your response to our prior comment 25. As it
appears that DISA
         Medinotec Proprietary Limited was under common control with Medinotec
Inc. prior to
         the business combination, we believe that the requirements of ASC
805-50-45-5
         require retrospective application to the financial statements of all
prior periods presented
         to show financial information for the new reporting entity for those
periods, including
         interim financial information. In this regard, please include the
comparative financial
         information to the Medinotec Incorporated Group consolidated financial
statements for
         the interim period ended May 31, 2021 to reflect that of DISA
Medinotec Proprietary
         Limited combined with that of the Registrant. Please also consider the
disclosures
         required by ASC 250-10-50-6.
9.       Please revise your management discussion and tables starting on page
60 to present a full
         discussion, explaining and quantifying changes, of the first quarter
of fiscal year 2023 (as
         of May 31, 2022) compared to the first quarter of fiscal 2022 based on
the retroactively
         restated financial statements for the period ended May 31, 2021.
       You may contact Gary Newberry at (202) 551-3761 or Sasha Parikh at (202)
551-3627 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Abby Adams at (202) 551-6902 or Alan Campbell at (202) 551-4224 with
any other
questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of Life
Sciences
cc:      Scott Doney, Esq.