x
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QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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o
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TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
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Nevada
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98-0163519
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|
(State
or other jurisdiction of incorporation or organization)
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(IRS
Employer Identification No.)
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805
W. Orchard Drive, Suite 7, Bellingham, Washington
98225
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(Address
of principal executive offices)
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Page
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||
PART
1 – FINANCIAL INFORMATION
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||
Item
1.
|
Financial
Statements
|
|
INTEGRAL
TECHNOLOGIES, INC.
|
||
(A
Development Stage Company)
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||
Consolidated
Financial Statements
|
||
September
30, 2007
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||
(U.S.
Dollars)
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||
(Unaudited)
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||
F-1
|
||
F-2
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||
F-3
|
||
F-4
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||
F-5
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||
Item
2.
|
1
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|
Item
3.
|
3
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PART
2 – OTHER INFORMATION
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||
Item
1.
|
4
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|
Item
2.
|
4
|
|
Item
3.
|
4
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|
Item
4.
|
4
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|
Item
5.
|
4
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|
Item
6.
|
4
|
|
6
|
September
30,
|
June
30,
|
|||||||
2007
|
2007
|
|||||||
Assets
|
||||||||
Current
|
||||||||
Cash
|
$ |
1,895,077
|
$ |
2,240,356
|
||||
Prepaid
expenses
|
30,399
|
32,442
|
||||||
Total
Assets
|
$ |
1,925,476
|
$ |
2,272,798
|
||||
Liabilities
|
||||||||
Current
|
||||||||
Accounts
payable and accruals
|
$ |
635,005
|
625,763
|
|||||
Total
Current Liabilities
|
635,005
|
625,763
|
||||||
Stockholders’
Equity
|
||||||||
Preferred
Stock and Paid-in Capital in Excess of $0.001 Par
Value
|
||||||||
20,000,000 Shares
authorized
|
||||||||
308,538 (June
30, 2007 - 308,538) issued and outstanding
|
308,538
|
308,538
|
||||||
Common
Stock and Paid-in Capital in Excess of $0.001 Par
Value
|
||||||||
50,000,000 Shares
authorized
|
||||||||
45,514,969 (June
30, 2007 - 45,514,969) issued and outstanding
|
28,762,772
|
28,762,772
|
||||||
Promissory
Notes Receivable
|
(29,737 | ) | (29,737 | ) | ||||
Other
Comprehensive Income
|
46,267
|
46,267
|
||||||
Deficit
Accumulated During the Development Stage
|
(27,797,369 | ) | (27,440,805 | ) | ||||
Total
Stockholders’ Equity
|
1,290,471
|
1,647,035
|
||||||
Total
Liabilities and Stockholders’ Equity
|
$ |
1,925,476
|
$ |
2,272,798
|
Period
from
|
||||||||||||
February
12,
|
||||||||||||
1996
|
||||||||||||
Three
Months Ended
|
(Inception)
to
|
|||||||||||
September
30,
|
September
30,
|
|||||||||||
2007
|
2006
|
2007
|
||||||||||
Revenue
|
$ |
0
|
$ |
0
|
$ |
249,308
|
||||||
Cost
of Sales
|
0
|
0
|
216,016
|
|||||||||
0
|
0
|
33,292
|
||||||||||
Other
Income
|
23,498
|
38,890
|
822,619
|
|||||||||
23,498
|
38,890
|
855,911
|
||||||||||
Expenses
|
||||||||||||
Legal
and accounting
|
64,130
|
67,429
|
3,898,473
|
|||||||||
Salaries
and benefits
|
141,000
|
127,897
|
8,609,367
|
|||||||||
Consulting
|
69,139
|
104,226
|
5,832,691
|
|||||||||
Travel
and entertainment
|
20,820
|
19,541
|
1,228,004
|
|||||||||
General
and administrative
|
21,233
|
38,213
|
1,038,167
|
|||||||||
Telephone
|
8,262
|
10,967
|
412,959
|
|||||||||
Rent
|
10,389
|
9,459
|
408,230
|
|||||||||
Bank
charges and interest, net
|
101
|
3,882
|
195,367
|
|||||||||
Advertising
|
0
|
224
|
331,270
|
|||||||||
Research
and development
|
41,123
|
0
|
994,917
|
|||||||||
Settlement
of lawsuit
|
0
|
0
|
45,250
|
|||||||||
Remuneration
pursuant to proprietary,
|
||||||||||||
non-competition
agreement
|
0
|
0
|
711,000
|
|||||||||
Financing
fees
|
0
|
0
|
129,043
|
|||||||||
Write-off
of investments
|
0
|
0
|
1,250,000
|
|||||||||
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
|
|||||||||
Amortization
|
0
|
0
|
324,386
|
|||||||||
376,197
|
381,838
|
27,883,812
|
||||||||||
Net
Loss for Period
|
$ | (352,699 | ) | $ | (342,948 | ) | $ | (27,027,901 | ) | |||
Net
Loss Per Common Share
|
$ | (0.01 | ) | $ | (0.01 | ) | ||||||
Weighted
Average Number of Common Shares Outstanding
|
45,514,969
|
44,431,188
|
Common
|
Preferred
|
|||||||||||||||||||||||||||||||
Stock
and
|
Stock
and
|
Deficit
|
||||||||||||||||||||||||||||||
Shares
of
|
Paid-in
|
Shares
of
|
Paid-In
|
Accumulated
|
||||||||||||||||||||||||||||
Common
|
Capital
|
Preferred
|
Capital
|
Promissory
|
Other
|
During
the
|
Total
|
|||||||||||||||||||||||||
Stock
|
in
Excess
|
Stock
|
In
Excess
|
Notes
|
Comprehensive
|
Development
|
Stockholders'
|
|||||||||||||||||||||||||
Issued
|
of
Par
|
Issued
|
of
Par
|
Receivable
|
Income
|
Stage
|
Equity
|
|||||||||||||||||||||||||
Balance,
June 30, 2006
|
44,234,432
|
$ |
22,035,483
|
308,538
|
$ |
308,538
|
$ | (32,500 | ) | $ |
46,267
|
$ | (21,439,528 | ) | $ |
918,260
|
||||||||||||||||
Shares
Issued for
|
||||||||||||||||||||||||||||||||
Exercise
of options
|
50,000
|
35,000
|
0
|
0
|
0
|
0
|
0
|
35,000
|
||||||||||||||||||||||||
For
services
|
50,000
|
105,000
|
0
|
0
|
0
|
0
|
0
|
105,000
|
||||||||||||||||||||||||
Private
placement
|
1,180,537
|
2,361,641
|
0
|
0
|
0
|
0
|
0
|
2,361,641
|
||||||||||||||||||||||||
Repayment
of promissory note
|
0
|
0
|
0
|
0
|
2,763
|
0
|
0
|
2,763
|
||||||||||||||||||||||||
Dividends
on preferred shares
|
0
|
0
|
0
|
0
|
0
|
0
|
(15,427 | ) | (15,427 | ) | ||||||||||||||||||||||
Stock
option compensation
|
0
|
4,225,648
|
0
|
0
|
0
|
0
|
0
|
4,225,648
|
||||||||||||||||||||||||
Net
loss for year
|
0
|
0
|
0
|
0
|
0
|
0
|
(5,985,850 | ) | (5,985,850 | ) | ||||||||||||||||||||||
Balance,
June 30, 2007
|
45,514,969
|
28,762,772
|
308,538
|
308,538
|
(29,737 | ) |
46,267
|
(27,440,805 | ) |
1,647,035
|
||||||||||||||||||||||
Dividends
on preferred shares
|
0
|
0
|
0
|
0
|
0
|
0
|
(3,865 | ) | (3,865 | ) | ||||||||||||||||||||||
Net
loss for period
|
0
|
0
|
0
|
0
|
0
|
0
|
(352,699 | ) | (352,699 | ) | ||||||||||||||||||||||
Balance,
September 30, 2007
|
45,514,969
|
$ |
28,762,772
|
308,538
|
$ |
308,538
|
$ | (29,737 | ) | $ |
46,267
|
$ | (27,797,369 | ) | $ |
1,290,471
|
Period
from
|
||||||||||||
February
12,
|
||||||||||||
1996
|
||||||||||||
Three
Months Ended
|
(Inception)
to
|
|||||||||||
September
30,
|
September
30,
|
|||||||||||
2007
|
2006
|
2007
|
||||||||||
Operating
Activities
|
||||||||||||
Net
loss
|
$ | (352,699 | ) | $ | (342,948 | ) | $ | (27,027,900 | ) | |||
Items
not involving cash
|
||||||||||||
Write-down
of investment
|
0
|
0
|
1,250,000
|
|||||||||
Proprietary,
non-competition agreement
|
0
|
0
|
711,000
|
|||||||||
Amortization
|
0
|
0
|
349,941
|
|||||||||
Other
income
|
0
|
0
|
(658,305 | ) | ||||||||
Consulting
services and financing fees
|
0
|
40,628
|
1,523,783
|
|||||||||
Stock
option compensation
|
0
|
0
|
5,466,350
|
|||||||||
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
|
2,043
|
(13,368 | ) | (30,399 | ) | |||||||
Other
|
0
|
0
|
(2,609 | ) | ||||||||
Accounts
payable and accruals
|
5,377
|
(105,986 | ) |
919,567
|
||||||||
Cash
Used in Operating Activities
|
(345,279 | ) | (421,674 | ) | (15,212,667 | ) | ||||||
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
|
||||||||||||
Redemption
of preferred shares
|
0
|
0
|
(50,000 | ) | ||||||||
Repayment
of loan
|
0
|
0
|
(11,000 | ) | ||||||||
Repayments
from (to) stockholders
|
0
|
2,763
|
(91,283 | ) | ||||||||
Proceeds
from Issuance of common stock
|
0
|
2,386,641
|
17,991,475
|
|||||||||
Advances
from stockholders
|
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
|
2,389,404
|
19,516,721
|
|||||||||
Effect
of Foreign Currency Translation on Cash
|
0
|
0
|
46,267
|
|||||||||
Inflow
(Outflow) of Cash
|
(345,279 | ) |
1,967,730
|
1,895,077
|
||||||||
Cash,
Beginning of Period
|
2,240,356
|
1,496,818
|
0
|
|||||||||
Cash,
End of Period
|
$ |
1,895,077
|
$ |
3,464,548
|
1,895,077
|
1.
|
BASIS
OF PRESENTATION
|
2.
|
STOCKHOLDERS’
EQUITY
|
No.
|
Description
|
|
3.03
|
Articles
of Incorporation, as amended and currently in
effect. (Incorporated by reference to Exhibit 3.03 of
Integral’s quarterly report on Form 10-QSB for the period ended March 31,
2006.)
|
|
3.04
|
Bylaws,
as amended and restated on December 31, 1997. (Incorporated by
reference to Exhibit 3.04 of Integral’s quarterly report on Form 10-QSB
for the period ended March 31, 2006.)
|
|
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).)
|
|
10.18
|
Grant
of Option dated June 17, 2005 between Integral and Thomas Aisenbrey.
(Incorporated by reference to Exhibit 10.18 of Integral’s Current Report
Form 8-K dated June 17, 2005 (filed June 23, 2005).)
|
|
10.19
|
Agreement
between the Company and The QuanStar Group, LLC dated June 20, 2005.
(Incorporated by reference to Exhibit 10.18 of Integral’s Current Report
Form 8-K dated June 17,2005 (filed June 23, 2005).)
|
|
10.20
|
Patent
License Agreement between the Company and Heatron, Inc. dated March
17,
2006. (Incorporated by reference to Exhibit 10.20 of Integral’s Current
Report Form 8-K dated March 17, 2006 (filed April 11,
2006).)
|
|
10.21
|
Patent
License Agreement between the Company and Jasper Rubber Products,
Inc.
dated August 25, 2006. (Incorporated by reference to Exhibit 10.21
of
Integral’s Current Report Form 8-K dated August 25, 2006 (filed September
19, 2006).)
|
|
10.22
|
Grant
of Option dated November 6, 2006 between Integral and Thomas Aisenbrey.
(Incorporated by reference to Exhibit 10.22 of Integral’s Quarterly Report
on Form 10-QSB for the period ended September 30,
2006.)
|
|
10.23
|
Manufacturing
Agreement between Integral and Jasper Rubber Products, Inc. dated
November
22, 2006. (Incorporated by reference to Exhibit 10.23 of Integral’s
Current Report on Form 8-K dated November 27, 2006 (filed December
4,
2006).)
|
|
10.24
|
Patent
License Agreement between Integral and ADAC Plastics, Inc. d/b/a
ADAC
Automotive, dated November 28, 2006. (Incorporated by reference to
Exhibit
10.24 of Integral’s Current Report on Form 8-K dated December 18, 2006
(filed December 20, 2006).)
|
10.25
|
Patent
License Agreement between Integral and Esprit Solutions Limited,
dated
December 18, 2006. (Incorporated by reference to Exhibit 10.25 of
Integral’s Current Report on Form 8-K dated January 9, 2007 (filed January
19, 2007).)
|
|
10.26
|
Patent
License Agreement between Integral and Knowles Electronics, LLC,
dated
January 18, 2007. (Incorporated by reference to Exhibit 10.26 of
Integral’s Quarterly Report on Form 10-QSB for the period ended December
31, 2006.)
|
|
10.27
|
Agreement
between Integral and Visionary Innovations, Inc., dated February
16, 2007.
(Incorporated by reference to Exhibit 10.27 of Integral’s Quarterly Report
on Form 10-QSB for the period ended March 31, 2007.)
|
|
10.28
|
Amendment
One to Manufacturing Agreement between Integral and Jasper Rubber
Products, Inc. dated July 19, 2007. (Incorporated by reference to
Exhibit
10.28 of Integral’s Current Report on Form 8-K dated July 19, 2007 (filed
July 30, 2007).)
|
|
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).
|
Integral
Technologies, Inc.
|
||
By:
|
/s/
William S. Robinson
|
|
William
S. Robinson, Chief Executive Officer
|
||
By:
|
/s/
William A. Ince
|
|
William
A. Ince, Chief Financial Officer and
|
||
Principal
Accounting Officer
|
No.
|
Description
|
|
3.03
|
Articles
of Incorporation, as amended and currently in
effect. (Incorporated by reference to Exhibit 3.03 of
Integral’s quarterly report on Form 10-QSB for the period ended March 31,
2006.)
|
|
3.04
|
Bylaws,
as amended and restated on December 31, 1997. (Incorporated by
reference to Exhibit 3.04 of Integral’s quarterly report on Form 10-QSB
for the period ended March 31, 2006.)
|
|
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).)
|
|
10.18
|
Grant
of Option dated June 17, 2005 between Integral and Thomas Aisenbrey.
(Incorporated by reference to Exhibit 10.18 of Integral’s Current Report
Form 8-K dated June 17, 2005 (filed June 23, 2005).)
|
|
10.19
|
Agreement
between the Company and The QuanStar Group, LLC dated June 20, 2005.
(Incorporated by reference to Exhibit 10.18 of Integral’s Current Report
Form 8-K dated June 17,2005 (filed June 23, 2005).)
|
|
10.20
|
Patent
License Agreement between the Company and Heatron, Inc. dated March
17,
2006. (Incorporated by reference to Exhibit 10.20 of Integral’s Current
Report Form 8-K dated March 17, 2006 (filed April 11,
2006).)
|
|
10.21
|
Patent
License Agreement between the Company and Jasper Rubber Products,
Inc.
dated August 25, 2006. (Incorporated by reference to Exhibit 10.21
of
Integral’s Current Report Form 8-K dated August 25, 2006 (filed September
19, 2006).)
|
|
10.22
|
Grant
of Option dated November 6, 2006 between Integral and Thomas Aisenbrey.
(Incorporated by reference to Exhibit 10.22 of Integral’s Quarterly Report
on Form 10-QSB for the period ended September 30,
2006.)
|
|
10.23
|
Manufacturing
Agreement between Integral and Jasper Rubber Products, Inc. dated
November
22, 2006. (Incorporated by reference to Exhibit 10.23 of Integral’s
Current Report on Form 8-K dated November 27, 2006 (filed December
4,
2006).)
|
|
10.24
|
Patent
License Agreement between Integral and ADAC Plastics, Inc. d/b/a
ADAC
Automotive, dated November 28, 2006. (Incorporated by reference to
Exhibit
10.24 of Integral’s Current Report on Form 8-K dated December 18, 2006
(filed December 20, 2006).)
|
|
10.25
|
Patent
License Agreement between Integral and Esprit Solutions Limited,
dated
December 18, 2006. (Incorporated by reference to Exhibit 10.25 of
Integral’s Current Report on Form 8-K dated January 9, 2007 (filed January
19, 2007).)
|
|
10.26
|
Patent
License Agreement between Integral and Knowles Electronics, LLC,
dated
January 18, 2007. (Incorporated by reference to Exhibit 10.26 of
Integral’s Quarterly Report on Form 10-QSB for the period ended December
31, 2006.)
|
10.27
|
Agreement
between Integral and Visionary Innovations, Inc., dated February
16, 2007.
(Incorporated by reference to Exhibit 10.27 of Integral’s Quarterly Report
on Form 10-QSB for the period ended March 31, 2007.)
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10.28
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Amendment
One to Manufacturing Agreement between Integral and Jasper Rubber
Products, Inc. dated July 19, 2007. (Incorporated by reference to
Exhibit
10.28 of Integral’s Current Report on Form 8-K dated July 19, 2007 (filed
July 30, 2007).)
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Section
302 Certification by the Corporation’s Chief Executive
Officer. (Filed herewith).
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||
Section
302 Certification by the Corporation’s Chief Financial
Officer. (Filed herewith).
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Section
906 Certification by the Corporation’s Chief Executive
Officer. (Filed herewith).
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Section
906 Certification by the Corporation’s Chief Financial
Officer. (Filed
herewith).
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