UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2003 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ___________ to__________ Commission file number: 0-28353 INTEGRAL TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Exact name of small business issuer as specified in it charter) NEVADA 98-0163519 - ------------------------------- ------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 805 W. ORCHARD DRIVE, SUITE 3, BELLINGHAM, WASHINGTON 98225 - -------------------------------------------------------------------------------- (Address of principal executive offices) (360) 752-1982 --------------------------- (issuer's telephone number) - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the issuer filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: AS OF MAY 12, 2003, THE ISSUER HAD ---------------------------------- 32,708,855 SHARES OF $.001 PAR VALUE COMMON STOCK OUTSTANDING. --------------------------------------------------------------------- Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X] INDEX PAGE ---- PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . F-1 ITEM 2. PLAN OF OPERATION . . . . . . . . . . . . . . . . . . . . . . . . .1 ITEM 3. CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . . .2 PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . .3 SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5 i PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS INTEGRAL TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2003 (U.S. DOLLARS) (UNAUDITED) INDEX PAGE ----- ---- FINANCIAL STATEMENTS Consolidated Balance Sheets F-2 Consolidated Statements of Operations F-3 Consolidated Statements of Stockholders' Equity F-4 Consolidated Statements of Cash Flows F-5 Note to Consolidated Financial Statements F-6 F-1
INTEGRAL TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED BALANCE SHEETS (UNAUDITED) (U.S. DOLLARS) =============================================================================================== MARCH 31, JUNE 30, 2003 2002 - ----------------------------------------------------------------------------------------------- ASSETS CURRENT Cash $ 243,824 $ 267,795 Accounts receivable 16,032 15,767 Prepaid expenses 7,928 15,093 - ----------------------------------------------------------------------------------------------- TOTAL CURRENT ASSETS 267,784 298,655 PROPERTY AND EQUIPMENT 60,432 78,583 INVESTMENTS 1 1 - ----------------------------------------------------------------------------------------------- TOTAL ASSETS $ 328,217 $ 377,239 =============================================================================================== LIABILITIES CURRENT Accounts payable and accruals $ 454,764 $ 657,107 Due to West Virginia University Research Corporation 397,296 397,296 Customer deposits 0 13,232 - ----------------------------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 852,060 1,067,635 - ----------------------------------------------------------------------------------------------- STOCKHOLDERS' EQUITY PREFERRED STOCK AND PAID-IN CAPITAL IN EXCESS OF $0.001 PAR VALUE 20,000,000 Shares authorized 439,610 (June 30, 2002 - 439,610) issued and 439,610 439,610 outstanding COMMON STOCK AND PAID IN CAPITAL IN EXCESS OF $0.001 PAR VALUE 50,000,000 Shares authorized 32,708,855 (June 30, 2002 - 30,787,562) issued and 13,124,752 12,116,450 outstanding PROMISSORY NOTES RECEIVABLE (66,500) (66,500) OTHER COMPREHENSIVE INCOME 46,267 46,267 DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE (14,067,972) (13,226,223) - ----------------------------------------------------------------------------------------------- TOTAL STOCKHOLDERS' EQUITY (523,843) (690,396) - ----------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 328,217 $ 377,239 ===============================================================================================
See notes to consolidated financial statements. F-2
INTEGRAL TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (U.S. DOLLARS) =============================================================================================================================== PERIOD FROM FEBRUARY 12, 1996 THREE MONTHS ENDED MARCH 31, NINE MONTHS ENDED MARCH 31, (INCEPTION) THROUGH 2003 2002 2003 2002 MARCH 31, 2003 - ------------------------------------------------------------------------------------------------------------------------------- REVENUE $ 4,606 $ 0 $ 21,355 $ 27,686 $ 236,667 COST OF SALES 0 0 0 13,468 216,017 - ------------------------------------------------------------------------------------------------------------------------------- 4,606 0 21,355 14,218 20,650 - ------------------------------------------------------------------------------------------------------------------------------- EXPENSES Consulting 55,952 129,301 150,700 547,105 1,861,024 Salaries and benefits 98,904 125,025 345,806 448,877 3,135,161 Legal and accounting 28,392 40,324 112,157 137,987 1,136,675 Travel and entertainment 21,181 37,662 72,661 86,349 722,451 General and administrative 32,238 25,426 91,196 73,423 540,098 Rent 8,187 8,030 23,626 25,915 245,406 Telephone 8,297 6,907 22,075 24,132 249,483 Advertising 0 6,080 9,360 11,348 271,255 Bank charges and interest, net 583 3,426 922 9,228 107,279 Research and development 195 1,402 842 7,911 1,244,362 Interest on beneficial conversion feature 0 0 0 0 566,456 Write-down of license and operating assets 0 0 0 0 1,855,619 Bad debts 0 0 0 14,500 65,818 Remuneration pursuant to proprietary, non-competition agreement 0 0 0 0 711,000 Financing fees 0 0 0 0 104,542 Write-off of investments 0 0 0 0 1,249,999 Depreciation and amortization 5,758 3,004 17,274 9,489 264,343 - ------------------------------------------------------------------------------------------------------------------------------- 259,687 386,587 846,619 1,396,264 14,330,971 - ------------------------------------------------------------------------------------------------------------------------------- LOSS BEFORE EXTRAORDINARY ITEM 255,081 386,587 825,264 1,382,046 14,310,321 EXTRAORDINARY ITEM Cancellation of debt 0 0 0 0 (602,843) - ------------------------------------------------------------------------------------------------------------------------------- NET LOSS FOR PERIOD $ 255,081 $ 386,587 $ 825,264 $ 1,382,046 $ 13,707,478 =============================================================================================================================== NET LOSS PER COMMON SHARE $ 0.01 $ 0.01 $ 0.03 $ 0.05 =============================================================================================================================== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 32,681,188 30,233,451 31,428,700 28,498,801 ===============================================================================================================================
See notes to consolidated financial statements. F-3
INTEGRAL TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) (U.S. DOLLARS) ================================================================================================================================ COMMON PREFERRED STOCK AND STOCK AND SHARES OF PAID-IN SHARES OF PAID-IN COMMON CAPITAL PREFERRED CAPITAL PROMISSORY OTHER STOCK IN EXCESS STOCK IN EXCESS NOTES SHARE COMPREHENSIVE ISSUED OF PAR ISSUED OF PAR RECEIVABLE SUBSCRIPTIONS INCOME - -------------------------------------------------------------------------------------------------------------------------------- BALANCE, JUNE 30, 2001 26,949,062 $ 8,900,983 564,410 $ 564,410 $ (58,500) $ 50,000 $ 46,267 Proprietary non-competition agreement 450,000 711,000 0 0 0 0 0 Held in escrow 700,000 0 0 0 0 0 0 Exercise of options 2,263,500 971,200 0 0 (15,000) (10,000) 0 Exercise of warrants 325,000 130,000 0 0 0 0 0 Subscriptions 100,000 40,000 0 0 0 (40,000) 0 Stock option compensation 0 415,685 0 0 0 0 0 Shares released from escrow 0 954,582 0 0 0 0 0 Dividends on preferred shares 0 0 0 0 0 0 0 Redeemed shares 0 0 (124,800) (124,800) 0 0 0 Write-off of promissory note receivable 0 (7,000) 0 0 7,000 0 0 Net loss for year 0 0 0 0 0 0 0 - -------------------------------------------------------------------------------------------------------------------------------- BALANCE, JUNE 30, 2002 30,787,562 12,116,450 439,610 439,610 (66,500) 0 46,267 Shares issued on private placement for cash 1,776,500 898,301 0 0 0 0 0 Settlement of debt 144,793 104,541 0 0 0 0 0 Stock option compensation 0 5,460 0 0 0 0 0 Dividends on preferred shares 0 0 0 0 0 0 0 Net loss for period 0 0 0 0 0 0 0 - -------------------------------------------------------------------------------------------------------------------------------- BALANCE, MARCH 31, 2003 32,708,855 $13,124,752 439,610 $ 439,610 $ (66,500) $ 0 $ 46,267 ================================================================================================================================ =============================================================== DEFICIT ACCUMULATED DURING THE TOTAL DEVELOPMENT STOCKHOLDERS' STAGE EQUITY - --------------------------------------------------------------- BALANCE, JUNE 30, 2001 $ (9,176,745) $ 326,415 Proprietary non-competition agreement 0 711,000 Held in escrow 0 0 Exercise of options 0 946,200 Exercise of warrants 0 130,000 Subscriptions 0 0 Stock option compensation 0 415,685 Shares released from escrow 0 954,582 Dividends on preferred shares (26,087) (26,087) Redeemed shares (187,200) (312,000) Write-off of promissory note receivable 0 0 Net loss for year (3,836,191) (3,836,191) - --------------------------------------------------------------- BALANCE, JUNE 30, 2002 (13,226,223) (690,396) Shares issued on private placement for cash 0 898,301 Settlement of debt 0 104,541 Stock option compensation 0 5,460 Dividends on preferred shares (16,485) (16,485) Net loss for period (825,264) (825,264) - --------------------------------------------------------------- BALANCE, MARCH 31, 2003 $(14,067,972) $ (523,843) ===============================================================
See notes to consolidated financial statements. F-4
INTEGRAL TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (U.S. DOLLARS) ======================================================================================================== PERIOD FROM FEBRUARY 12, 1996 NINE MONTHS ENDED MARCH 31, (INCEPTION) THROUGH 2003 2002 MARCH 31, 2003 - -------------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES Net loss $ (825,264) $ (1,382,046) $ (13,707,480) Adjustments to reconcile net loss to net cash used in operating activities Write-down of investment 0 0 289,509 Proprietary, non-competition agreement 0 0 (602,843) Depreciation and amortization 18,151 14,944 671,900 Extraordinary item 0 0 812,208 Consulting services and financing fees 0 143,750 566,456 Stock option compensation benefit 5,460 349,910 15,000 Interest on beneficial conversion 0 0 1,853,542 Settlement of lawsuit 0 0 65,818 Write-down of license and operating assets 0 0 1,249,999 Bad debts 0 14,500 711,000 Changes in Non-Cash Working Capital Due from affiliated company 0 0 (116,000) Notes and account receivable (265) (2,923) (110,402) Inventory 0 (2,077) (46,842) Prepaid expenses 7,165 (25,000) (7,928) Other 0 0 (2,609) Accounts payable and accruals (127,519) (59,261) 713,912 Due to West Virginia University 0 0 397,296 - -------------------------------------------------------------------------------------------------------- CASH USED IN OPERATING ACTIVITIES (922,272) (948,203) (7,247,464) - -------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES Purchase of property, equipment and intangible assets 0 0 (200,935) Assets acquired and liabilities assumed on purchase of subsidiary 0 0 (129,474) Investment purchase 0 0 (2,000,000) License agreement 0 0 (124,835) - -------------------------------------------------------------------------------------------------------- CASH USED IN INVESTING ACTIVITIES 0 0 (2,455,244) - -------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES Repayment of loan 0 0 (45,000) Repayments to stockholders 0 0 (94,046) Subscriptions received 0 0 50,000 Issuance of common stock 898,301 1,286,375 8,538,447 Advances from stockholders, net of repayments 0 0 1,078,284 Share issue cost 0 0 (227,420) Proceeds from convertible debentures 0 0 600,000 - -------------------------------------------------------------------------------------------------------- CASH PROVIDED BY FINANCING ACTIVITIES 898,301 1,286,375 9,900,265 - -------------------------------------------------------------------------------------------------------- EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH 0 0 46,267 - -------------------------------------------------------------------------------------------------------- INFLOW (OUTFLOW) OF CASH (23,971) 338,172 243,824 CASH, BEGINNING OF PERIOD 267,795 69,556 0 - -------------------------------------------------------------------------------------------------------- CASH, END OF PERIOD $ 243,824 $ 407,728 $ 243,824 ========================================================================================================
See notes to consolidated financial statements. F-5 INTEGRAL TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS THREE AND NINE MONTHS ENDED MARCH 31, 2003 (UNAUDITED) (U.S. DOLLARS) ================================================================================ 1. BASIS OF PRESENTATION These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information. These financial statements are condensed and do not include all disclosures required for annual financial statements. The organization and business of the Company, accounting policies followed by the Company and other information are contained in the notes to the Company's audited consolidated financial statements filed as part of the Company's June 30, 2002 Form 10-KSB. In the opinion of the Company's management, these consolidated financial statements reflect all adjustments necessary to present fairly the Company's consolidated financial position at March 31, 2003 and June 30, 2002 and the consolidated results of operations and the consolidated statements of cash flows for the nine months ended March 31, 2003 and 2002. The results of operations for the three months and nine months ended March 31, 2003 are not necessarily indicative of the results to be expected for the entire fiscal year. 2. STOCKHOLDERS' EQUITY (a) During the nine month period ended March 31, 2003, the Company granted a total of 1,230,000 fully vested stock options to directors and employees of the Company, pursuant to the 2001 Plan, at an exercise price of $1.00 per share of which 400,000 stock options expire on August 31, 2003 and 830,000 stock options expire on December 31, 2005. (b) The following table summarizes the Company's stock option activity for the period: ================================================================== Weighted Exercise Average Number Price Exercise of Shares Per Share Price ------------------------------------------------------------------ Balance, June 30, 2002 1,305,000 $0.40 to $1.50 $ 0.76 Exercised during the period (37,500) $0.65 to $1.50 $ 0.93 Granted during the period 1,230,000 $ 1.00 $ 1.00 Cancelled during the period (575,000) $0.40 to $1.00 $ 0.66 ------------------------------------------------------------------ Balance, March 31, 2003 1,922,500 $0.40 to $1.50 $ 0.87 ================================================================== F-6 INTEGRAL TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS THREE AND NINE MONTHS ENDED MARCH 31, 2003 (UNAUDITED) (U.S. DOLLARS) ================================================================================ 2. STOCKHOLDERS' EQUITY (Continued) (c) The Company applies APB Opinion No. 25 and related interpretations in accounting for its stock options granted to employees, and accordingly, compensation expense of $Nil was recognized as wages expense. Had compensation expense been determined as provided in SFAS 123 using the Black-Scholes option pricing model, the pro-forma effect on the Company's net loss and per share amounts would have been as follows: ====================================================================== Net loss, as reported $(825,264) Net loss, pro-forma $(1,055,358) Net loss per share, as reported $ (0.03) Net loss per share, pro-forma $ (0.03) ====================================================================== The fair value of each option grant is calculated using the following weighted average assumption: ====================================================================== Expected life (years) 2.2 Interest rate 3.00% Volatility 51.50% Dividend yield 0.00% ====================================================================== (d) During the nine month period ended March 31, 2003, the Company entered into a private placement agreement with various investors whereby the Company issued 1,684,000 units consisting of one share of common stock and one-half a share purchase warrant at a price of $0.50 per unit. Each whole warrant is exercisable at a price of $0.75 and expire two years after the date of grant. (e) During the nine month period ended March 31, 2003, the Company settled the non-usage fee of $104,541 due to Swartz by issuing 144,793 shares of common stock. (f) During the nine month period ended March 31, 2003, the Company issued 55,000 shares at a price of $0.50 per share on exercise of warrants (note 2(d)). (g) At March 31, 2003, 1,367,788 stock purchase warrants were outstanding, exercisable at prices ranging from $0.50 to $1.69 per warrant and expiring between November 2004 and November 2005. F-7 ITEM 2. PLAN OF OPERATION. To date the Company has recorded nominal revenues from operations. The Company is still considered a development stage company for accounting purposes. From inception on February 12, 1996 through March 31, 2003, the Company has accrued an accumulated deficit of approximately $14 million. As a result of the commercial interest in the Company's antenna technologies, the Company presently intends to focus substantially all of its resources on the commercialization and sales of antenna products. As a result, the Company will not be devoting any of its resources on the further research, development and commercialization of the other technologies in which it has an interest. The Company's business strategy focuses on leveraging its intellectual property rights on its antenna technologies, its strengths in antenna design, material innovation, and an understanding of the wireless marketplace. The Company is not in the manufacturing business and does not expect to make any capital purchases of a manufacturing plant or significant equipment in the next twelve months. The Company will be relying on contract manufacturers to produce the antenna products. The Company expects to now be able to focus its marketing efforts through to the end of calendar 2003 on two primary wireless market segments. The Company's Plastenna technology will be marketed to manufacturers of such wireless devices as cellular phones, portable phones, paging communicators, satellite communications, global positioning systems (GPS) and wireless based networks. The Company's GPS/LEO antenna is for use in mobile asset tracking and fleet management, utilizing GPS satellite tracking and low earth orbit (LEO) satellite data communications to trucking fleets, heavy equipment, marine vessels, railway cars, shipping containers, transit vehicles, all via satellite interface communications. The Company anticipates spending approximately $250,000 over the next twelve months on ongoing research and development of the different applications and uses of its antenna technologies. During the next twelve months, the Company does not anticipate increasing its staff. To date, the Company has relied on loans from management and management's ability to raise capital through debt and equity private placement financings to fund its operations. During the past two fiscal years, the majority of financing was completed pursuant to an equity line of credit with the Swartz Private Equity, LLC ("Swartz"). In May 2000, the Company entered into an Investment Agreement with Swartz. Pursuant to the terms of the Investment Agreement, the Company may, in its sole discretion and subject to certain restrictions, periodically sell ("Put") shares of common stock to Swartz for up to $25,000,000. Pursuant to the terms of the Investment Agreement, the Put share price will be determined and paid to the Company twenty business days after the date of the Put. The Company received net proceeds of $102,356 from a Put of 81,885 shares to Swartz during the fiscal year ended June 30, 2001. The Company received net proceeds of $954,582 from Puts totaling 775,975 shares to Swartz during the year ended June 30, 2002. The Investment Agreement terminates in May 2003. In November 2002, the Company completed a private placement with eight investors and sold 1,684,000 shares of its common stock at $.50 per share and warrants to purchase 842,000 shares of its common stock within two years at an exercise price of $.75 per share. Aggregate proceeds from the sale of the common stock was $842,000. In connection with the offering, the Company agreed to use its best efforts to register the shares of common stock (including the shares underlying the warrants) for resale by the investors within 180 days after the close of the offering. The transaction did not involve any public offering, no sales commissions were paid and a restrictive legend was placed on each certificate evidencing the shares. 1 The Company does not currently have adequate funds available to fund its operations over the next twelve months. If the Company does not earn adequate revenues to sufficiently fund operations during this time period, the Company will attempt to raise capital through the sale of its securities. There can be no assurance, however, that market conditions will permit the Company to raise sufficient funds or that additional financing will be available when needed or on terms acceptable to the Company. ITEM 3. CONTROLS AND PROCEDURES Based on their most recent evaluation, which was completed within 90 days of the filing of this Form 10-QSB, the Company's Chief Executive Officer and Chief Financial Officer believe the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) are effective to ensure that information required to be disclosed by the Company in this report is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. There were no significant changes in the Company's internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses. 2 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. In April 2003, James E. Smith, a shareholder and founder of the Company, filed suit against the Company and its transfer agent in the Circuit Court of Monongalia County, West Virginia. The Complaint alleges breach of contract, negligence and fraud claims. Mr. Smith is the holder of approximately 1.8 million shares of common stock and is attempting to force the removal of the transfer restrictions on these shares. The Company is in the process of filings actions to remove the case to federal court and will file an answer and assert any counterclaims at a later date. There have been no material developments in any of the other pending legal proceedings previously described in the Company's periodic reports. ITEM 2. CHANGES IN SECURITIES. In February 2003, Swartz Private Equity, LLC ("Swartz") exercised a portion of an outstanding warrant for $27,500 ($.50 per share) and the Company issued to Swartz 55,000 shares of restricted common stock. The transaction did not involve any public offering, no sales commissions were paid and a restrictive legend was placed on each certificate evidencing the shares. The Company believes that the transaction was exempt from registration pursuant to Section 4(2) and Section 4(6) of the Securities Act and/or Rule 506 of Regulation D. ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None. ITEM 5. OTHER INFORMATION - None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. Exhibit Number Description - -------------- ----------- 3.1 Articles of Incorporation, as amended and currently in effect. (Incorporated by reference to Exhibit 3.1 of Integral's registration statement on Form 10-SB (file no. 0-28353) filed December 2, 1999.) 3.2 Bylaws, as amended and restated on December 31, 1997. (Incorporated by reference to Exhibit 3.2 of Integral's registration statement on Form 10-SB (file no. 0-28353) filed December 2, 1999.) 4.3 Investment Agreement dated May 11, 2000, by and between Integral and Swartz Private Equity, LLC. (Incorporated by reference to Exhibit 4.1 of Integral's registration statement on Form SB-2 (file no. 333-41938) filed July 21, 2000.) 10.12 Integral Technologies, Inc. 2001 Stock Plan dated January 2, 2001, as amended December 17, 2001. (Incorporated by reference to Exhibit 10.12 of Integral's registration statement on Form S-8 (file no. 333-76058).) 3 10.13 Employment Agreement between Integral and William S. Robinson dated July 1, 2002. (Incorporated by reference to Exhibit 10.13 of Integral's Form 10-KSB for the year ended June 30, 2002.) 10.14 Employment Agreement between Integral and William A. Ince dated July 1, 2002. (Incorporated by reference to Exhibit 10.14 of Integral's Form 10-KSB for the year ended June 30, 2002.) 10.15 Integral Technologies, Inc. 2003 Stock Plan dated April 4, 2003 (Incorporated by reference to Exhibit 10.15 of Integral's registration statement on Form S-8 (file no. 333-104522).) (b) Reports on Form 8-K - None. 4 SIGNATURES In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INTEGRAL TECHNOLOGIES, INC. By: /s/ William S. Robinson ------------------------ William S. Robinson, Chairman, Chief Executive Officer, Treasurer and Director By: /s/ William A. Ince --------------------- William A. Ince, President, Secretary, Chief Financial Officer and Director Date: May 13, 2003 CERTIFICATION PURSUANT TO 18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Solely for the purposes of complying with, and the extent required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned certifies, in his capacity as the Chief Executive Officer of Integral Technologies, Inc., that, to his knowledge, the Quarterly Report of the company on Form 10-QSB for the period ended March 31, 2003, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the report fairly presents, in all material respects, the company's financial condition and results of operations. May 13, 2003 /s/ William S. Robinson - -------------------------------------- William S. Robinson, Chief Executive Officer CERTIFICATION PURSUANT TO 18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Solely for the purposes of complying with, and the extent required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned certifies, in his capacity as the Chief Financial Officer of Integral Technologies, Inc., that, to his knowledge, the Quarterly Report of the company on Form 10-QSB for the period ended March 31, 2003, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the report fairly presents, in all material respects, the company's financial condition and results of operations. May 13, 2003 /s/ William A. Ince - ------------------------ William A. Ince, Chief Financial Officer 5 CERTIFICATION PURSUANT TO 18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, William S. Robinson, Chief Executive Officer of Integral Technologies, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Integral Technologies, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. May 13, 2003 /s/ William S. Robinson - ------------------------------------- William S. Robinson, Chief Executive Officer 6 CERTIFICATION PURSUANT TO 18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, William A. Ince, Chief Financial Officer of Integral Technologies, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Integral Technologies, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. May 13, 2003 /s/ William A. Ince - ----------------------------------- William A. Ince, Chief Financial Officer 7