SecProbe.io

May 5, 2025
Ken Lyons
Chief Executive Officer
Midori Group Inc.
5 Hazelton Avenue, Suite 400
Toronto, ON M5R 2E1
Re:Midori Group Inc.
Amendment No. 2 to Offering Statement on Form 1-A
Filed April 10, 2024
File No. 024-12526
Dear Ken Lyons:
            We have reviewed your amended offering statement and have the following
comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 offering statement and the information you
provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 19,
2024, letter.
Amendment No. 2 on Form 1-A filed April 10, 2025
Summary Information
Business, page 3
1.We note your response to prior comment 5 and reissue the comment. You cross-
reference descriptions in the section captioned 'Our Products.' However, this section
does not appear to provide a description of what these qualifications or standards
mean with respect to your additive. Please briefly describe the applicable regulation or
designation or otherwise explain what it means for the Midori Biosolutions additive to
be FDA FOOD, REACH, FTC, PROP65 and CONEG compliant. Your disclosure
should explain if your product has been certified by a third party as meeting the
criteria for such designation or if compliance has been determined by management.

May 5, 2025
Page 2
Description of the Business
Business, page 28
2.We note your revisions in response to prior comment 6 and reissue the comment in
part. Your disclosure on page 28 states that use of your product involves a step that
breaks down plastic to biogas which "promotes renewable energy development."
Please provide additional disclosure to explain the creation of a renewable energy
source or remove this statement. We additionally note your disclosure on page 29
that you believe "the Midori-Biosolutions additive provides brands and retailers with a
sustainable solution for fossil fuel-based plastics." Please support the claim that your
product creates a sustainable solution or remove this statement.
3.We note your revisions in response to prior comment 11 and reissue the comment in
part. Please further explain the process in which your product is integrated with or
into third-party plastics and whether this process has been validated or is still
experimental. In this regard, we note your statements that your product may be in the
form of pellets, powder, polyethylene terephthalate (PET), polypropylene (PP),
polystyrene (PS), nylon, and synthetic rubber and that your additive "can be added to
virtually all polymer types, processes and applications." However, with respect to
your signed customers you note that you are still conducting testing to ensure the
additive can be integrated into their products effectively prior to launch to the public.
4.We note your revisions in response to prior comment 13. You state that "a significant
percentage of plastics that get recycled end up in landfills" and that "[r]ecycling only
processes a fraction of what they collect with the balance going to landfills." Please
revise your disclosure to reconcile these two statements and clarify if the significant
percentage of plastics going into landfills has been recycled or was only deposited or
collected to be recycled. Additionally, please substantiate these claims or revise them
to state that these are your beliefs.
5.We note your response to prior comment 16 and your statements that you do not own
the intellectual property rights to the additive you sell and that if your distribution
agreement with your supplier were terminated, you would need to contract with one of
the several other manufacturers of the additive of which you are aware. Please clarify
the type of intellectual property rights associated with your product. Specifically,
please explain whether there are any active patents covering the product or if it can be
can freely manufactured by any third party. If the product can be freely manufactured,
please explain what intellectual property rights you would propose to acquire with the
proceeds of the offering. Alternatively, if the product cannot be freely manufactured
as a result of applicable third party intellectual property rights, please explain how you
would be able to contract with alternative suppliers of your product if your
distribution agreement were terminated.
Competition, page 32
6.We note your revisions in response to prior comment 17. Please briefly describe what
an enzymatic process is and further explain how it differentiates your company to
your competitors.

May 5, 2025
Page 3
Liquidity and Capital Resources, page 33
7.We note you refer to working capital of $1,911,853. However, this amount is your
total current assets and does not reflect any liabilities. Please clarify your disclosure
related to working capital.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for Year Ended September 30, 2024 Compared with Year Ended
September 30, 2023, page 33
8.We note your response to prior comment 18 and reissue in part. Please provide a
narrative discussion explaining unusual or infrequent events or transactions materially
affecting your income from operations. This should include any significant
components of expenses, including management and consulting fees and stock-based
compensation. Please ensure financial statement line items described here are those
that are reflected on the Consolidated Statements of Loss and Comprehensive
Loss. Refer to Item 9(a) of Form 1-A.
Trends, page 34
9.We note your revisions in response to prior comment 20 and reissue the comment in
part. Please expand on your disclosure to provide additional details on the projects
you are working on, including any material work or milestones that have been
completed to date, and your anticipated timeframe for the development of these
projects. If these projects are all still in preliminary stages and if you do not have any
anticipated timeframe for their development, please state this in your disclosure.
Compensation of Directors and Executive Officers
Consulting Agreement with CFO of Midori Group, page 37
10.We note your revisions in response to prior comment 23. Please disclose whether the
consulting agreement with the CFO of Midori Group was renewed. We note your
disclosure that the agreement was for an initial term of one year and that the
agreement provides for annual extensions upon the mutual agreement of the parties.
Equity Incentive Plan, page 37
11.We note your response to prior comment 25 that you have included the Equity
Incentive Plan as an exhibit to the Amendment. It does not appear that the plan was
filed as an exhibit to the most recent amendment. Once available, please file the
Equity Incentive Plan as an exhibit.
Financial Statements
9. Share Capital, page F-16
12.We note you disclose shares to be issued. Please describe how the fair values for the
shares were determined. Please also disclose if there are any performance obligations
or vesting terms that need to be met in order for the shares to be issued.

May 5, 2025
Page 4
18. Subsequent Events, page F-26
13.We note you disclose warrants that were issued as part of the Release and Settlement
Agreement. Please disclose the financial statement impact of issuing the warrants.
Please also disclose the financial statement impact of the other subsequent equity
issuances.
            Please contact Tayyaba Shafique at 202-551-2110 or Michael Fay at 202-551-3812 if
you have questions regarding comments on the financial statements and related
matters. Please contact Nicholas O'Leary at 202-551-4451 or Conlon Danberg at 202-551-
4466 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Arden Anderson, Esq.