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 September 30, 2004 [ ] 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 7, BELLINGHAM, WASHINGTON 98225 ----------------------------------------------------------- (Address of principal executive offices) (360) 752-1982 --------------------------- (issuer's telephone number) 805 W. ORCHARD DRIVE, SUITE 3, BELLINGHAM, WASHINGTON 98225 ------------------------------------------------------------------------- (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 NOVEMBER 10, 2004, THE ISSUER ----------------------------------- HAD40,225,849 SHARES OF $.001 PAR VALUE COMMON STOCK OUTSTANDING. - ------------------------------------------------------------------------- Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
INDEX PAGE ---- PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements. . . . . . . . . . . . . . . . F-1 Item 2. Management's Plan of Operation. . . . . . . . . . . 1 Item 3. Controls and Procedures . . . . . . . . . . . . . . 2 PART 2 - OTHER INFORMATION Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . 3 Item 2. Changes in Securities and Use of Proceeds . . . . . 3 Item 3. Defaults upon Senior Securities . . . . . . . . . . 3 Item 4. Submission of Matters to a Vote of Security Holders 3 Item 5. Other Information . . . . . . . . . . . . . . . . . 3 Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . 3 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 4
INTEGRAL TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED BALANCE SHEET (UNAUDITED) (U.S. DOLLARS) ================================================================================================== SEPTEMBER 30, JUNE 30, 2004 2004 ================================================================================================== ASSETS CURRENT Cash $ 3,358,964 $ 3,905,773 Prepaid expenses 26,091 26,091 - -------------------------------------------------------------------------------------------------- TOTAL CURRENT ASSETS 3,385,055 3,931,864 PROPERTY AND EQUIPMENT 25,492 31,250 INVESTMENTS 1 1 - -------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 3,410,548 $ 3,963,115 ================================================================================================== LIABILITIES CURRENT Accounts payable and accruals $ 367,781 $ 522,337 Due to West Virginia University Research Corporation 397,296 397,296 - -------------------------------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 765,077 919,633 - -------------------------------------------------------------------------------------------------- STOCKHOLDERS' EQUITY (DEFICIT) PREFERRED STOCK AND PAID-IN CAPITAL IN EXCESS OF $0.001 PAR VALUE 20,000,000 Shares authorized 321,038 (June 30, 2004 - 321,038) issued and outstanding 321,038 321,038 COMMON STOCK AND PAID-IN CAPITAL IN EXCESS OF $0.001 PAR VALUE 50,000,000 Shares authorized 40,225,849 (June 30, 2004 - 40,181,849) issued and outstanding 20,252,085 20,197,085 PROMISSORY NOTES RECEIVABLE (66,500) (66,500) OTHER COMPREHENSIVE INCOME 46,267 46,267 DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE (17,907,419) (17,454,408) - -------------------------------------------------------------------------------------------------- TOTAL STOCKHOLDERS' EQUITY 2,645,471 3,043,482 - -------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,410,548 $ 3,963,115 ==================================================================================================
F-1
INTEGRAL TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) (U.S. DOLLARS) ============================================================================================= PERIOD FROM FEBRUARY 12, 1996 THREE MONTHS ENDED (INCEPTION) TO SEPTEMBER 30, SEPTEMBER 30, 2004 2003 2004 ============================================================================================= REVENUE $ 0 $ 676 $ 238,150 COST OF SALES 0 0 216,016 - --------------------------------------------------------------------------------------------- 0 676 22,134 - --------------------------------------------------------------------------------------------- EXPENSES Legal and accounting 168,871 54,140 2,254,438 Salaries and benefits 126,637 103,750 4,068,108 Consulting 77,514 125,559 2,769,759 Travel and entertainment 29,166 24,844 905,966 General and administrative 24,874 20,110 654,887 Telephone 8,757 8,315 304,432 Rent 7,232 8,279 294,481 Bank charges and interest, net 189 495 163,418 Advertising 0 0 277,255 Research and development 0 0 1,244,755 Settlement of lawsuit 0 0 45,250 Remuneration pursuant to proprietary, non-competition agreement 0 0 711,000 Financing fees 0 0 129,542 Write-off of investments 0 0 1,249,999 Interest on beneficial conversion feature 0 0 566,456 Write-down of license and operating assets 0 0 1,855,619 Bad debts 0 0 52,613 Cancellation of debt 0 0 (602,843) Amortization 5,758 5,758 298,894 - --------------------------------------------------------------------------------------------- 448,998 351,250 17,244,029 - --------------------------------------------------------------------------------------------- NET LOSS FOR PERIOD $ (448,998) $ (350,574) $(17,221,895) ============================================================================================= NET LOSS PER COMMON SHARE $ (0.01) $ (0.01) ============================================================================================= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 40,195,538 32,957,330 =============================================================================================
See notes to consolidated financial statements. F-2
INTEGRAL TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) (U.S. DOLLARS) ======================================================================================================================= COMMON PREFERRED STOCK AND STOCK AND SHARES OF PAID-IN SHARES OF PAID-IN COMMON CAPITAL PREFERRED CAPITAL PROMISSORY STOCK IN EXCESS STOCK IN EXCESS NOTES SHARE ISSUED OF PAR ISSUED OF PAR RECEIVABLE SUBSCRIPTIONS - ----------------------------------------------------------------------------------------------------------------------- BALANCE, JUNE 30, 2003 32,923,855 $13,335,752 439,610 $ 439,610 $ (66,500) $ 211,915 SHARES ISSUED FOR Cash on private placement 6,609,336 6,042,935 0 0 0 (211,915) Cash on exercise of options 25,000 25,000 0 0 0 0 Settlement of lawsuit 37,500 35,250 0 0 0 0 Services 25,000 21,873 0 0 0 0 Redemption of preferred shares 415,000 415,000 (118,572) (118,572) 0 0 Exercise warrants 288,298 0 0 0 0 0 Shares returned to treasury for cancellation (142,140) 0 0 0 0 0 Stock option compensation 0 321,275 0 0 0 0 Dividends on preferred shares 0 0 0 0 0 0 Net loss for year 0 0 0 0 0 0 - ----------------------------------------------------------------------------------------------------------------------- BALANCE, JUNE 30, 2004 40,181,849 20,197,085 321,038 321,038 (66,500) 0 SHARES ISSUED FOR Services rendered in the prior year 44,000 55,000 0 0 0 0 Dividends on preferred shares 0 0 0 0 0 0 Net loss for period 0 0 0 0 0 0 - ----------------------------------------------------------------------------------------------------------------------- BALANCE, SEPTEMBER 30, 2004 40,225,849 $20,252,085 321,038 $ 321,038 $ (66,500) $ 0 ======================================================================================================================= DEFICIT ACCUMULATED TOTAL OTHER DURING THE STOCKHOLDERS' COMPREHENSIVE DEVELOPMENT EQUITY INCOME STAGE (DEFICIT) ===================================================================================== BALANCE, JUNE 30, 2003 $ 46,267 $(14,595,116) $ (628,072) SHARES ISSUED FOR Cash on private placement 0 0 5,831,020 Cash on exercise of options 0 0 25,000 Settlement of lawsuit 0 0 35,250 Services 0 0 21,873 Redemption of preferred shares 0 (296,428) 0 Exercise warrants 0 0 0 Shares returned to treasury for cancellation 0 0 0 Stock option compensation 0 0 321,275 Dividends on preferred shares 0 (19,016) (19,016) Net loss for year 0 (2,543,848) (2,543,848) - ------------------------------------------------------------------------------------- BALANCE, JUNE 30, 2004 46,267 (17,454,408) 3,043,482 SHARES ISSUED FOR Services rendered in the prior year 0 0 55,000 Dividends on preferred shares 0 (4,013) (4,013) Net loss for period 0 (448,998) (448,998) - ------------------------------------------------------------------------------------- BALANCE, SEPTEMBER 30, 2004 $ 46,267 $(17,907,419) $ 2,645,471 =====================================================================================
See notes to consolidated financial statements. F-3
INTEGRAL TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (U.S. DOLLARS) =============================================================================================================== PERIOD FROM FEBRUARY 12, 1996 THREE MONTHS ENDED (INCEPTION) TO SEPTEMBER 30, SEPTEMBER 30, 2004 2003 2004 =============================================================================================================== OPERATING ACTIVITIES Net loss $ (448,998) $ (350,574) $ (17,221,895) Items not involving cash Write-down of investment 0 0 1,249,999 Proprietary, non-competition agreement 0 0 711,000 Amortization 5,758 5,758 324,449 Extraordinary item 0 0 (602,843) Consulting services and financing fees 0 40,000 957,273 Stock option compensation 0 0 1,133,483 Interest on beneficial conversion feature 0 0 566,456 Settlement of lawsuit 0 0 60,250 Write-down of license and operating assets 0 0 1,853,542 Bad debts 0 0 77,712 CHANGES IN NON-CASH WORKING CAPITAL Due from affiliated company 0 0 (116,000) Notes and account receivable 0 0 (109,213) Inventory 0 0 (46,842) Prepaid expenses 0 0 (26,091) Other 0 0 (2,609) Accounts payable and accruals (103,569) (43,202) 643,326 Due to West Virginia University Research Corporation 0 0 397,296 - --------------------------------------------------------------------------------------------------------------- CASH USED IN OPERATING ACTIVITIES (546,809) (348,018) (10,150,707) - --------------------------------------------------------------------------------------------------------------- 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 PROVIDED BY (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) Issuance of common stock 0 457,528 14,380,165 Advances from stockholders, net of repayments 0 0 1,078,284 Share issue cost 0 0 (227,420) Subscriptions received 0 0 226,665 Proceeds from convertible debentures 0 0 600,000 - --------------------------------------------------------------------------------------------------------------- CASH PROVIDED BY FINANCING ACTIVITIES 0 457,528 15,918,648 - --------------------------------------------------------------------------------------------------------------- EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH 0 0 46,267 - --------------------------------------------------------------------------------------------------------------- INFLOW (OUTFLOW) OF CASH (546,809) 109,510 3,358,964 CASH, BEGINNING OF PERIOD 3,905,773 174,210 0 - --------------------------------------------------------------------------------------------------------------- CASH, END OF PERIOD $3,358,964 $ 283,720 $ 3,358,964 ===============================================================================================================
See notes to consolidated financial statements. F-4 INTEGRAL TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED SEPTEMBER 30, 2004 (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, 2004 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 September 30, 2004 and June 30, 2004 and the consolidated results of operations and the consolidated statements of cash flows for the three months ended September 30, 2003 and 2004. The results of operations for the three months ended September 30, 2004 are not necessarily indicative of the results to be expected for the entire fiscal year. 2. STOCKHOLDERS' EQUITY During the period ended September 30, 2004, the Company extended the expiry date of 790,000 options. In accordance with FIN 44, this results in a new measurement of compensation cost. Since both the fair value as well as the intrinsic value at the new measurement date resulted in a value lower than the original amount recorded, no additional compensation expense is required. F-5 ITEM 2. PLAN OF OPERATION. Statements contained herein that are not historical facts are forward-looking statements as that term is defined by the Private Securities Litigation Reform Act of 1995. Although we believe that the expectations reflected in such forward-looking statements are reasonable, the forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. We caution investors that any forward-looking statements made by us are not guarantees of future performance and that actual results may differ materially from those in the forward-looking statements. Such risks and uncertainties include, without limitation: well-established competitors who have substantially greater financial resources and longer operating histories, regulatory delays or denials, ability to compete as a start-up company in a highly competitive market, and access to sources of capital. The following discussion and analysis should be read in conjunction with our financial statements and notes thereto included elsewhere in this Form 10-QSB. Except for the historical information contained herein, the discussion in this Form 10-QSB contains certain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this Form 10-QSB should be read as being applicable to all related forward-looking statements wherever they appear in this Form 10-QSB. The Company's actual results could differ materially from those discussed here. To date the Company has recorded nominal revenues from the sales of prototypes. The Company is still considered a development stage company for accounting purposes. From inception on February 12, 1996 through September 30, 2004, the Company has accrued an accumulated deficit of approximately $17.5 million. The Company's net loss for the quarter ended September 30, 2004 was $448,998, compared to a net loss of $350,574 in the corresponding period of the prior fiscal year. The primary expenses during the quarter were salaries ($126,637), consulting fees ($77,514) and legal and accounting ($168,871). Legal fees were exceptionally high and primarily related to costs associated with pursuing and maintaining technology patent filings and costs incurred in defending a lawsuit. 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 Plastenna and Electriplast technologies, and 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 is focusing its marketing efforts over the next 12 months on wireless market segments. The Company's 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. Presently, the Company is focusing all of its resources on the researching, developing and commercializing its Plastenna and Electriplast technologies. 1 The Company anticipates spending approximately $250,000 over the next twelve months on ongoing research and development (primarily salaries) 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 last fiscal year, the Company raised capital through two private placements by selling common stock and common stock purchase warrants: 1. In September 2003, the Company completed a private placement with ten investors and sold 898,336 shares of its common stock at $.75 per share and warrants to purchase 449,168 shares of its common stock within two years at an exercise price of $1.00 per share. Aggregate proceeds from the sale of the common stock was $673,752. Pursuant to the terms of the offering, the Company filed a registration statement to register the shares of common stock (including the share of common stock underlying the warrants), for resale by the investors. 2. On January 14, 2004, the Company completed a private placement of its securities and raised $5,711,000 in gross proceeds. The transaction was completed pursuant to a Securities Purchase Agreement dated December 26, 2003, between the Company and Wellington Management Company, LLP, for a private offering of 57,115 units ("Units") of equity securities, each Unit consisting of 100 shares of common stock (the "Common Stock"), and one warrant (the "Warrant") convertible into 30 shares of Common Stock, at a purchase price of $100.00 per Unit. Wellington Management Company, LLP acted as an investment advisor on behalf of eleven institutional investors. By mutual agreement with the Investors, closing occurred on January 14, 2004. Each Warrant may be exercised in whole or in part at any time, and from time to time, during the period commencing on April 30, 2004 and expiring on December 31, 2009, and entitles the holder to receive shares of common stock for no additional consideration. Pursuant to the Securities Purchase Agreement, the Company filed a registration statement to register the shares of common stock (including the share of common stock underlying the Warrants), for resale by the investors. Wells Fargo Securities, LLC, served as placement agent for the Company and was paid a fee of six percent of the gross proceeds raised from the offering. As a result of the private placement financing that was completed in January 2004, the Company will have adequate funds available to fund its operations over the next twelve months. ITEM 3. CONTROLS AND PROCEDURES Based on their most recent evaluation, which was completed as of the end of the period covered by this periodic report on 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. During the fiscal quarter to which this report relates, 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. There have been no material developments in the pending legal proceeding previously described in the Company's periodic reports. ITEM 2. CHANGES IN SECURITIES - None. 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. (a) List of Exhibits. Exhibit No. 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.) 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).) 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).) 10.16 Securities Purchase Agreement dated December 26, 2003, between the Registrant and Wellington Management Company, LLP. (Incorporated by reference to Exhibit 10.16 of Integral's Current Report on Form 8-K dated January 14, 2004 (filed January 28, 2004).) 10.17 Form of Common Stock Purchase Warrant related to the offering of securities described in Exhibit 10.16. (Incorporated by reference to Exhibit 10.17 of Integral's Current Report on Form 8-K dated January 14, 2004 (filed January 28, 2004).) 31.1 Section 302 Certification by the Corporation's Chief Executive Officer. (Filed herewith). 31.2 Section 302 Certification by the Corporation's Chief Financial Officer. (Filed herewith). 32.1 Section 906 Certification by the Corporation's Chief Executive Officer. (Filed herewith). 32.2 Section 906 Certification by the Corporation's Chief Financial Officer. (Filed herewith). (b) Reports on Form 8-K - None. 3 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: November 15, 2004 4 EXHIBIT INDEX Exhibit No. 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.) 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).) 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).) 10.16 Securities Purchase Agreement dated December 26, 2003, between the Registrant and Wellington Management Company, LLP. (Incorporated by reference to Exhibit 10.16 of Integral's Current Report on Form 8-K dated January 14, 2004 (filed January 28, 2004).) 10.17 Form of Common Stock Purchase Warrant related to the offering of securities described in Exhibit 10.16. (Incorporated by reference to Exhibit 10.17 of Integral's Current Report on Form 8-K dated January 14, 2004 (filed January 28, 2004).) 31.1 Section 302 Certification by the Corporation's Chief Executive Officer. (Filed herewith). 31.2 Section 302 Certification by the Corporation's Chief Financial Officer. (Filed herewith). 32.1 Section 906 Certification by the Corporation's Chief Executive Officer. (Filed herewith). 32.2 Section 906 Certification by the Corporation's Chief Financial Officer. (Filed herewith).