Nevada
|
98-0163519
|
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
|
805
W. Orchard Drive, Suite 7, Bellingham, Washington
|
98225
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
·
|
has
a stated value and liquidation preference of
$1.00;
|
|
·
|
has
a 5% annual dividend, payable in cash or shares of common
stock;
|
|
·
|
may
be converted into shares of common stock (determined by dividing the
number of shares of Series A being converted by the average of the high
and low bid prices of our common stock reported by the OTC Bulletin Board
over the ten trading days preceding the date of
conversion);
|
|
·
|
may
be redeemed by us within one year after issue at $1.50, after one year but
less than two years at $2.00, after two years but less than three years at
$2.50, after three years but less than four years at $3.00, and after four
years but less than five years at
$3.50;
|
|
·
|
may
be voted on all matters on an as-converted basis;
and
|
|
·
|
may
be voted as a class on any merger, share exchange, recapitalization,
dissolution, liquidation or change in control of our
company.
|
|
·
|
announcements
of new products or sales offered by us or our
competitors;
|
|
·
|
actual
or anticipated variations in quarterly operating
results;
|
|
·
|
changes
in financial estimates by securities analysts, if
any;
|
|
·
|
changes
in the market’s perception of us or the nature of our business;
and
|
|
·
|
sales
of our common stock.
|
Quarter
Ended
|
Low
Bid
|
High
Bid
|
||||||
September
30, 2006
|
$ | 2.25 | $ | 4.15 | ||||
December
31, 2006
|
$ | 1.40 | $ | 4.25 | ||||
March
31, 2007
|
$ | 2.00 | $ | 3.81 | ||||
June
30, 2007
|
$ | 1.22 | $ | 2.74 | ||||
September
30, 2007
|
$ | 1.22 | $ | 2.22 | ||||
December
31, 2007
|
$ | 0.92 | $ | 1.99 | ||||
March
31, 2008
|
$ | 0.73 | $ | 1.19 | ||||
June
30, 2008
|
$ | 0.63 | $ | 0.91 |
Index
|
Page
|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
Consolidated
Financial Statements
|
|
Consolidated
Balance Sheets
|
F-2
|
Consolidated
Statements of Operations
|
F-3
|
Consolidated
Statements of Stockholders' Equity (Deficit)
|
F-4
– F-9
|
Consolidated
Statements of Cash Flows
|
F-10
|
Notes
to Consolidated Financial Statements
|
F-11
– F-29
|
Pannell
Kerr Forster
|
|
International
|
|
7th
Floor, Marine Building
|
|
355
Burrard Street,
|
|
Vancouver,
B.C.,
|
|
Canada,
V6C 2G8
|
|
Telephone:
604.687.1231
|
|
Facsimile:
604.688.4675
|
2008
|
2007
|
|||||||
Assets
|
||||||||
Current
|
||||||||
Cash
|
$ | 1,104,104 | $ | 2,240,356 | ||||
Prepaid
expenses
|
30,575 | 32,442 | ||||||
Total
Assets
|
$ | 1,134,679 | $ | 2,272,798 | ||||
Liabilities
|
||||||||
Current
|
||||||||
Accounts
payable and accruals
|
$ | 707,848 | $ | 625,763 | ||||
Total
Liabilities
|
707,848 | 625,763 | ||||||
Stockholders' Equity
(note 4)
|
||||||||
Preferred
Stock and Paid-in Capital in Excess of $0.001 Par Value
|
||||||||
20,000,000
Shares authorized
|
||||||||
308,538 Shares issued and
outstanding (note 4(b))
|
308,538 | 308,538 | ||||||
Common
Stock and Paid-in Capital in Excess of $0.001 Par Value
|
||||||||
150,000,000 Shares
authorized
|
||||||||
45,704,969 (2007 – 45,514,969) Shares
issued and outstanding (note 4(a))
|
29,219,711 | 28,762,772 | ||||||
Promissory Notes
Receivable (note 4(e))
|
(29,737 | ) | (29,737 | ) | ||||
Subscriptions Received
(note 4(f))
|
276,500 | 0 | ||||||
Other
Comprehensive Income
|
46,267 | 46,267 | ||||||
Deficit
Accumulated During the Development Stage
|
(29,394,448 | ) | (27,440,805 | ) | ||||
Total
Stockholders' Equity
|
426,831 | 1,647,035 | ||||||
Total
Liabilities and Stockholders' Equity
|
$ | 1,134,679 | $ | 2,272,798 |
Period
From
|
||||||||||||||||
February
12,
|
||||||||||||||||
1996
|
||||||||||||||||
(Inception)
|
||||||||||||||||
Years
Ended June 30,
|
Through
|
|||||||||||||||
2008
|
2007
|
2006
|
June
30, 2008
|
|||||||||||||
Revenues
|
$ | 0 | $ | 0 | $ | 0 | $ | 249,308 | ||||||||
Cost
of Sales
|
0 | 0 | 0 | 216,016 | ||||||||||||
0 | 0 | 0 | 33,292 | |||||||||||||
Other
Income
|
57,975 | 138,720 | 2,096 | 857,096 | ||||||||||||
57,975 | 138,720 | 2,096 | 890,388 | |||||||||||||
Expenses
|
||||||||||||||||
Salaries
(note 4(c))
|
633,725 | 3,335,225 | 602,741 | 9,102,092 | ||||||||||||
Consulting
(note 4(c))
|
500,850 | 2,006,943 | 718,025 | 6,264,402 | ||||||||||||
Legal
and accounting
|
305,452 | 324,284 | 456,911 | 4,139,795 | ||||||||||||
Research
and development
|
287,109 | 106,335 | 0 | 1,240,903 | ||||||||||||
Travel
and entertainment
|
96,162 | 124,930 | 98,385 | 1,303,346 | ||||||||||||
General
and administrative
|
95,706 | 119,043 | 113,539 | 1,112,640 | ||||||||||||
Rent
|
46,659 | 40,486 | 37,290 | 444,500 | ||||||||||||
Telephone
|
29,605 | 38,442 | 41,268 | 434,302 | ||||||||||||
Bank
charges and interest, net
|
6,932 | 17,878 | 4,895 | 202,198 | ||||||||||||
Advertising
|
0 | 11,004 | 25,511 | 331,270 | ||||||||||||
Write-off
of investments
|
0 | 0 | 0 | 1,250,000 | ||||||||||||
Non-competition
agreement
|
0 | 0 | 0 | 711,000 | ||||||||||||
Write-down
of license and operating assets
|
0 | 0 | 0 | 1,855,619 | ||||||||||||
Interest
on beneficial conversion feature
|
0 | 0 | 0 | 566,455 | ||||||||||||
Settlement
of lawsuit
|
0 | 0 | 0 | 45,250 | ||||||||||||
Financing
fees, net
|
0 | 0 | (499 | ) | 129,043 | |||||||||||
Bad
debts (recovery)
|
(6,009 | ) | 0 | 0 | 46,604 | |||||||||||
Depreciation
and amortization
|
0 | 0 | 8,219 | 324,386 | ||||||||||||
1,996,191 | 6,124,570 | 2,106,285 | 29,503,805 | |||||||||||||
Net
Loss
|
$ | (1,938,216 | ) | $ | (5,985,850 | ) | $ | (2,104,189 | ) | $ | (28,613,417 | ) | ||||
Loss Per Common Share
(note 8)
|
$ | (0.04 | ) | $ | (0.13 | ) | $ | (0.05 | ) | |||||||
Weighted
Average Number of Common Shares Outstanding
|
45,617,756 | 45,230,171 | 42,814,988 |
Shares
of Common Stock Issued
|
Common
Stock and Paid-in Capital in Excess of Par
|
Shares
of Preferred Stock Issued
|
Preferred
Stock and Paid-in Capital in Excess of Par
|
Promissory
Notes Receivable
|
Share
Subscriptions
|
Other
Comprehensive Income
|
Deficit
Accumulated During the Development Stage
|
Total
Stockholders' Equity (Deficit)
|
||||||||||||||||||||||||||||
Shares
Issued for
|
||||||||||||||||||||||||||||||||||||
Cash
|
1,000,000 | $ | 10,000 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 10,000 | ||||||||||||||||||||
Property
and equipment (to officers and directors)
|
1,500,000 | 15,000 | 0 | 0 | 0 | 0 | 0 | 0 | 15,000 | |||||||||||||||||||||||||||
Services
(provided by officers and directors)
|
2,000,000 | 20,000 | 0 | 0 | 0 | 0 | 0 | 0 | 20,000 | |||||||||||||||||||||||||||
Services
(others)
|
1,500,000 | 15,000 | 0 | 0 | 0 | 0 | 0 | 0 | 15,000 | |||||||||||||||||||||||||||
Foreign
currency translation
|
0 | 0 | 0 | 0 | 0 | 0 | (1,226 | ) | 0 | (1,226 | ) | |||||||||||||||||||||||||
Net
loss for period
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | (344,843 | ) | (344,843 | ) | |||||||||||||||||||||||||
Balance,
June 30, 1996
|
6,000,000 | 60,000 | 0 | 0 | 0 | 0 | (1,226 | ) | (344,843 | ) | (286,069 | ) | ||||||||||||||||||||||||
Shares
Issued for
|
||||||||||||||||||||||||||||||||||||
Cash
|
5,086,000 | 865,514 | 0 | 0 | 0 | 0 | 0 | 0 | 865,514 | |||||||||||||||||||||||||||
Share
issue costs
|
0 | (48,920 | ) | 0 | 0 | 0 | 0 | 0 | 0 | (48,920 | ) | |||||||||||||||||||||||||
Services
|
564,000 | 63,036 | 0 | 0 | 0 | 0 | 0 | 0 | 63,036 | |||||||||||||||||||||||||||
Acquisition
of subsidiary
|
100,000 | 275,000 | 0 | 0 | 0 | 0 | 0 | 0 | 275,000 | |||||||||||||||||||||||||||
Foreign
currency translation
|
0 | 0 | 0 | 0 | 0 | 0 | 12,601 | 0 | 12,601 | |||||||||||||||||||||||||||
Net
loss for year
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | (822,217 | ) | (822,217 | ) | |||||||||||||||||||||||||
Balance,
June 30, 1997
|
11,750,000 | 1,214,630 | 0 | 0 | 0 | 0 | 11,375 | (1,167,060 | ) | 58,945 | ||||||||||||||||||||||||||
Shares
Issued for
|
||||||||||||||||||||||||||||||||||||
Cash
|
825,396 | 650,000 | 0 | 0 | 0 | 0 | 0 | 0 | 650,000 | |||||||||||||||||||||||||||
Share
issue costs
|
0 | (78,000 | ) | 0 | 0 | 0 | 0 | 0 | 0 | (78,000 | ) | |||||||||||||||||||||||||
Foreign
currency translation
|
0 | 0 | 0 | 0 | 0 | 0 | 24,860 | 0 | 24,860 | |||||||||||||||||||||||||||
Net
loss for year
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | (937,373 | ) | (937,373 | ) | |||||||||||||||||||||||||
Balance,
June 30, 1998
|
12,575,396 | $ | 1,786,630 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 36,235 | $ | (2,104,433 | ) | $ | (281,568 | ) |
Shares
of Common Stock Issued
|
Common
Stock and Paid-in Capital in Excess of Par
|
Shares
of Preferred Stock Issued
|
Preferred
Stock and Paid-in Capital in Excess of Par
|
Promissory
Notes Receivable
|
Share
Subscriptions
|
Other
Comprehensive Income
|
Deficit
Accumulated During the Development Stage
|
Total
Stockholders' Equity (Deficit)
|
||||||||||||||||||||||||||||
Balance,
June 30, 1998
|
12,575,396 | $ | 1,786,630 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 36,235 | $ | (2,104,433 | ) | $ | (281,568 | ) | ||||||||||||||||||
Shares
Issued for
|
||||||||||||||||||||||||||||||||||||
Cash
|
200,000 | 50,000 | 0 | 0 | 0 | 0 | 0 | 0 | 50,000 | |||||||||||||||||||||||||||
Exercise
of stock options
|
445,000 | 80,500 | 0 | 0 | 0 | 0 | 0 | 0 | 80,500 | |||||||||||||||||||||||||||
Promissory
note
|
1,683,789 | 252,568 | 0 | 0 | (284,068 | ) | 0 | 0 | 0 | (31,500 | ) | |||||||||||||||||||||||||
Settlement
of lawsuit
|
150,000 | 15,000 | 0 | 0 | 0 | 0 | 0 | 0 | 15,000 | |||||||||||||||||||||||||||
Services
(provided by officers and directors)
|
666,666 | 100,000 | 0 | 0 | 0 | 0 | 0 | 0 | 100,000 | |||||||||||||||||||||||||||
Share
issue costs
|
0 | (100,500 | ) | 0 | 0 | 0 | 0 | 0 | 0 | (100,500 | ) | |||||||||||||||||||||||||
Services
|
250,000 | 50,000 | 0 | 0 | 0 | 0 | 0 | 0 | 50,000 | |||||||||||||||||||||||||||
Conversion
of convertible debentures
|
3,869,120 | 525,813 | 0 | 0 | 0 | 0 | 0 | 0 | 525,813 | |||||||||||||||||||||||||||
Acquisition
of subsidiary
|
1,800,000 | 619,200 | 0 | 0 | 0 | 0 | 0 | 0 | 619,200 | |||||||||||||||||||||||||||
Held
in escrow
|
447,091 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
Stock
option benefit
|
0 | 70,600 | 0 | 0 | 0 | 0 | 0 | 0 | 70,600 | |||||||||||||||||||||||||||
Beneficial
conversion feature
|
0 | 566,456 | 0 | 0 | 0 | 0 | 0 | 0 | 566,456 | |||||||||||||||||||||||||||
Foreign
currency translation
|
0 | 0 | 0 | 0 | 0 | 0 | 8,444 | 0 | 8,444 | |||||||||||||||||||||||||||
Net
loss for year
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | (1,404,021 | ) | (1,404,021 | ) | |||||||||||||||||||||||||
Balance
June 30, 1999
|
22,087,062 | 4,016,267 | 0 | 0 | (284,068 | ) | 0 | 44,679 | (3,508,454 | ) | 268,424 | |||||||||||||||||||||||||
Shares
Issued for
|
||||||||||||||||||||||||||||||||||||
Cash
on private placement
|
2,650,000 | 3,975,000 | 0 | 0 | 0 | 0 | 0 | 0 | 3,975,000 | |||||||||||||||||||||||||||
Exercise
of options
|
1,245,000 | 256,700 | 0 | 0 | 0 | 0 | 0 | 0 | 256,700 | |||||||||||||||||||||||||||
Services
|
50,000 | 13,000 | 0 | 0 | 0 | 0 | 0 | 0 | 13,000 | |||||||||||||||||||||||||||
Settlement
of debt
|
0 | 0 | 664,410 | 664,410 | 0 | 0 | 0 | 0 | 664,410 | |||||||||||||||||||||||||||
Shares
released from escrow
|
0 | 75,558 | 0 | 0 | 0 | 0 | 0 | 0 | 75,558 | |||||||||||||||||||||||||||
Stock
option benefit
|
0 | 48,256 | 0 | 0 | 0 | 0 | 0 | 0 | 48,256 | |||||||||||||||||||||||||||
Promissory
note repayment
|
0 | 0 | 0 | 0 | 225,568 | 0 | 0 | 0 | 225,568 | |||||||||||||||||||||||||||
Foreign
currency translation
|
0 | 0 | 0 | 0 | 0 | 0 | 1,614 | 0 | 1,614 | |||||||||||||||||||||||||||
Net
loss for year
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | (1,537,402 | ) | (1,537,402 | ) | |||||||||||||||||||||||||
Balance,
June 30, 2000
|
26,032,062 | $ | 8,384,781 | 664,410 | $ | 664,410 | $ | (58,500 | ) | $ | 0 | $ | 46,293 | $ | (5,045,856 | ) | $ | 3,991,128 |
Shares
of Common Stock Issued
|
Common
Stock and Paid-in Capital in Excess of Par
|
Shares
of Preferred Stock Issued
|
Preferred
Stock and Paid-in Capital in Excess of Par
|
Promissory
Notes Receivable
|
Share
Subscriptions
|
Other
Comprehensive Income
|
Deficit
Accumulated During the Development Stage
|
Total
Stockholders' Equity (Deficit)
|
||||||||||||||||||||||||||||
Balance,
June 30, 2000
|
26,032,062 | $ | 8,384,781 | 664,410 | $ | 664,410 | $ | (58,500 | ) | $ | 0 | $ | 46,293 | $ | (5,045,856 | ) | $ | 3,991,128 | ||||||||||||||||||
Shares
Issued for
|
||||||||||||||||||||||||||||||||||||
Cash
on private placement
|
81,885 | 112,480 | 0 | 0 | 0 | 0 | 0 | 0 | 112,480 | |||||||||||||||||||||||||||
Exercise
of options
|
517,000 | 91,515 | 0 | 0 | 0 | 0 | 0 | 0 | 91,515 | |||||||||||||||||||||||||||
Services
|
100,000 | 40,000 | 0 | 0 | 0 | 0 | 0 | 0 | 40,000 | |||||||||||||||||||||||||||
Held
in escrow
|
218,115 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
Stock
option benefit
|
0 | 272,207 | 0 | 0 | 0 | 0 | 0 | 0 | 272,207 | |||||||||||||||||||||||||||
Dividends
on preferred shares
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | (30,720 | ) | (30,720 | ) | |||||||||||||||||||||||||
Share
subscriptions
|
0 | 0 | 0 | 0 | 0 | 50,000 | 0 | 0 | 50,000 | |||||||||||||||||||||||||||
Redeemed
shares
|
0 | 0 | (100,000 | ) | (100,000 | ) | 0 | 0 | 0 | (100,000 | ) | (200,000 | ) | |||||||||||||||||||||||
Foreign
currency translation
|
0 | 0 | 0 | 0 | 0 | 0 | (26 | ) | 0 | (26 | ) | |||||||||||||||||||||||||
Net
loss for year
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | (4,000,169 | ) | (4,000,169 | ) | |||||||||||||||||||||||||
Balance,
June 30, 2001
|
26,949,062 | 8,900,983 | 564,410 | 564,410 | (58,500 | ) | 50,000 | 46,267 | (9,176,745 | ) | 326,415 | |||||||||||||||||||||||||
Shares
Issued for
|
||||||||||||||||||||||||||||||||||||
Proprietary
non-competition agreement
|
450,000 | 711,000 | 0 | 0 | 0 | 0 | 0 | 0 | 711,000 | |||||||||||||||||||||||||||
Held
in escrow
|
700,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
Exercise
of options
|
2,263,500 | 971,200 | 0 | 0 | (15,000 | ) | (10,000 | ) | 0 | 0 | 946,200 | |||||||||||||||||||||||||
Exercise
of warrants
|
325,000 | 130,000 | 0 | 0 | 0 | 0 | 0 | 0 | 130,000 | |||||||||||||||||||||||||||
Subscriptions
|
100,000 | 40,000 | 0 | 0 | 0 | (40,000 | ) | 0 | 0 | 0 | ||||||||||||||||||||||||||
Stock
option compensation
|
0 | 415,685 | 0 | 0 | 0 | 0 | 0 | 0 | 415,685 | |||||||||||||||||||||||||||
Shares
released from escrow
|
0 | 954,582 | 0 | 0 | 0 | 0 | 0 | 0 | 954,582 | |||||||||||||||||||||||||||
Dividends
on preferred shares
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | (26,087 | ) | (26,087 | ) | |||||||||||||||||||||||||
Redeemed
shares
|
0 | 0 | (124,800 | ) | (124,800 | ) | 0 | 0 | 0 | (187,200 | ) | (312,000 | ) | |||||||||||||||||||||||
Write-off
of promissory note receivable
|
0 | (7,000 | ) | 0 | 0 | 7,000 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
Net
loss for year
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | (3,836,191 | ) | (3,836,191 | ) | |||||||||||||||||||||||||
Balance,
June 30, 2002
|
30,787,562 | $ | 12,116,450 | 439,610 | $ | 439,610 | $ | (66,500 | ) | $ | 0 | $ | 46,267 | $ | (13,226,223 | ) | $ | (690,396 | ) |
Shares
of Common Stock Issued
|
Common
Stock and Paid-in Capital in Excess of Par
|
Shares
of Preferred Stock Issued
|
Preferred
Stock and Paid-in Capital in Excess of Par
|
Promissory
Notes Receivable
|
Share
Subscriptions
|
Other
Comprehensive Income
|
Deficit
Accumulated During the Development Stage
|
Total
Stockholders' Equity (Deficit)
|
||||||||||||||||||||||||||||
Balance,
June 30, 2002
|
30,787,562 | $ | 12,116,450 | 439,610 | $ | 439,610 | $ | (66,500 | ) | $ | 0 | $ | 46,267 | $ | (13,226,223 | ) | $ | (690,396 | ) | |||||||||||||||||
Shares
Issued for
|
||||||||||||||||||||||||||||||||||||
Cash
on private placement
|
1,684,000 | 842,050 | 0 | 0 | 0 | 0 | 0 | 0 | 842,050 | |||||||||||||||||||||||||||
Settlement
of debt
|
144,793 | 104,542 | 0 | 0 | 0 | 0 | 0 | 0 | 104,542 | |||||||||||||||||||||||||||
Services
|
200,000 | 196,000 | 0 | 0 | 0 | 0 | 0 | 0 | 196,000 | |||||||||||||||||||||||||||
Exercise
of options
|
52,500 | 43,750 | 0 | 0 | 0 | 0 | 0 | 0 | 43,750 | |||||||||||||||||||||||||||
Exercise
of warrants
|
55,000 | 27,500 | 0 | 0 | 0 | 0 | 0 | 0 | 27,500 | |||||||||||||||||||||||||||
Subscription
received
|
0 | 0 | 0 | 0 | 0 | 176,665 | 0 | 0 | 176,665 | |||||||||||||||||||||||||||
Stock
option compensation
|
0 | 5,460 | 0 | 0 | 0 | 0 | 0 | 0 | 5,460 | |||||||||||||||||||||||||||
Settlement
of lawsuit
|
0 | 0 | 0 | 0 | 0 | 35,250 | 0 | 0 | 35,250 | |||||||||||||||||||||||||||
Dividends
on preferred shares
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | (22,060 | ) | (22,060 | ) | |||||||||||||||||||||||||
Net
loss for year
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | (1,346,833 | ) | (1,346,833 | ) | |||||||||||||||||||||||||
Balance,
June 30, 2003
|
32,923,855 | 13,335,752 | 439,610 | 439,610 | (66,500 | ) | 211,915 | 46,267 | (14,595,116 | ) | (628,072 | ) | ||||||||||||||||||||||||
Shares
Issued for
|
||||||||||||||||||||||||||||||||||||
Cash
on private placement
|
6,609,336 | 6,042,935 | 0 | 0 | 0 | (211,915 | ) | 0 | 0 | 5,831,020 | ||||||||||||||||||||||||||
Cash
on exercise of options
|
25,000 | 25,000 | 0 | 0 | 0 | 0 | 0 | 0 | 25,000 | |||||||||||||||||||||||||||
Settlement
of lawsuit
|
37,500 | 35,250 | 0 | 0 | 0 | 0 | 0 | 0 | 35,250 | |||||||||||||||||||||||||||
Services
|
25,000 | 21,873 | 0 | 0 | 0 | 0 | 0 | 0 | 21,873 | |||||||||||||||||||||||||||
Redemption
of preferred shares
|
415,000 | 415,000 | (118,572 | ) | (118,572 | ) | 0 | 0 | 0 | (296,428 | ) | 0 | ||||||||||||||||||||||||
Exercise
of warrants
|
288,298 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
Shares
returned to treasury for cancellation
|
(142,140 | ) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
Stock
option compensation
|
0 | 321,275 | 0 | 0 | 0 | 0 | 0 | 0 | 321,275 | |||||||||||||||||||||||||||
Dividends
on preferred shares
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | (19,016 | ) | (19,016 | ) | |||||||||||||||||||||||||
Net
loss for year
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | (2,543,848 | ) | (2,543,848 | ) | |||||||||||||||||||||||||
Balance,
June 30, 2004
|
40,181,849 | $ | 20,197,085 | 321,038 | $ | 321,038 | $ | (66,500 | ) | $ | 0 | $ | 46,267 | $ | (17,454,408 | ) | $ | 3,043,482 |
Shares of Common Stock Issued
|
Common Stock and Paid-in Capital in Excess of Par
|
Shares of Preferred Stock Issued
|
Preferred Stock and Paid-in Capital in Excess of Par
|
Promissory Notes Receivable
|
Share Subscriptions
|
Other Comprehensive Income
|
Deficit Accumulated During the Development Stage
|
Total Stockholders' Equity
(Deficit)
|
||||||||||||||||||||||||||||
Balance,
June 30, 2004
|
40,181,849 | $ | 20,197,085 | 321,038 | $ | 321,038 | $ | (66,500 | ) | $ | 0 | $ | 46,267 | $ | (17,454,408 | ) | $ | 3,043,482 | ||||||||||||||||||
Shares
Issued for
|
||||||||||||||||||||||||||||||||||||
Settlement
of debt
|
44,000 | 55,000 | 0 | 0 | 0 | 0 | 0 | 0 | 55,000 | |||||||||||||||||||||||||||
Cashless
exercise of warrants
|
1,713,300 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
For
services
|
500,000 | 270,000 | 0 | 0 | 0 | 0 | 0 | 0 | 270,000 | |||||||||||||||||||||||||||
Redemption
of preferred shares
|
0 | 0 | (12,500 | ) | (12,500 | ) | 0 | 0 | 0 | (37,500 | ) | (50,000 | ) | |||||||||||||||||||||||
Dividends
on preferred shares
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | (15,739 | ) | (15,739 | ) | |||||||||||||||||||||||||
Net
loss for year
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | (1,812,265 | ) | (1,812,265 | ) | |||||||||||||||||||||||||
Balance,
June 30, 2005
|
42,439,149 | 20,522,085 | 308,538 | 308,538 | (66,500 | ) | 0 | 46,267 | (19,319,912 | ) | 1,490,478 | |||||||||||||||||||||||||
Shares
Issued for
|
||||||||||||||||||||||||||||||||||||
Exercise
of options
|
200,000 | 134,000 | 0 | 0 | 0 | 0 | 0 | 0 | 134,000 | |||||||||||||||||||||||||||
Cashless
exercise of warrants
|
35,115 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
For
services
|
269,000 | 191,510 | 0 | 0 | 0 | 0 | 0 | 0 | 191,510 | |||||||||||||||||||||||||||
Exercise
of warrants
|
1,291,168 | 1,080,669 | 0 | 0 | 0 | 0 | 0 | 0 | 1,080,669 | |||||||||||||||||||||||||||
Repayment
of promissory note
|
0 | 0 | 0 | 0 | 34,000 | 0 | 0 | 0 | 34,000 | |||||||||||||||||||||||||||
Dividends
on preferred shares
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | (15,427 | ) | (15,427 | ) | |||||||||||||||||||||||||
Stock
option compensation
|
0 | 107,219 | 0 | 0 | 0 | 0 | 0 | 0 | 107,219 | |||||||||||||||||||||||||||
Net
loss for year
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | (2,104,189 | ) | (2,104,189 | ) | |||||||||||||||||||||||||
Balance,
June 30, 2006
|
44,234,432 | 22,035,483 | 308,538 | 308,538 | (32,500 | ) | 0 | 46,267 | (21,439,528 | ) | 918,260 | |||||||||||||||||||||||||
Shares
Issued for
|
||||||||||||||||||||||||||||||||||||
Exercise
of options
|
50,000 | 35,000 | 0 | 0 | 0 | 0 | 0 | 0 | 35,000 | |||||||||||||||||||||||||||
For
services
|
50,000 | 105,000 | 0 | 0 | 0 | 0 | 0 | 0 | 105,000 | |||||||||||||||||||||||||||
Private
placement
|
1,180,537 | 2,361,641 | 0 | 0 | 0 | 0 | 0 | 0 | 2,361,641 | |||||||||||||||||||||||||||
Repayment
of promissory note
|
0 | 0 | 0 | 0 | 2,763 | 0 | 0 | 0 | 2,763 | |||||||||||||||||||||||||||
Dividends
on preferred shares
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | (15,427 | ) | (15,427 | ) | |||||||||||||||||||||||||
Stock
option compensation
|
0 | 4,225,648 | 0 | 0 | 0 | 0 | 0 | 0 | 4,225,648 | |||||||||||||||||||||||||||
Net
loss for year
|
0 | 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 | ) | $ | 0 | $ | 46,267 | $ | (27,440,805 | ) | $ | 1,647,035 |
Shares of Common Stock Issued
|
Common Stock and Paid-in Capital in Excess of Par
|
Shares of Preferred Stock Issued
|
Preferred Stock and Paid-in Capital in Excess of Par
|
Promissory Notes Receivable
|
Share Subscriptions
|
Other Comprehensive Income
|
Deficit Accumulated During the Development Stage
|
Total Stockholders' Equity
(Deficit)
|
||||||||||||||||||||||||||||
Balance,
June 30, 2007
|
45,514,969 | $ | 28,762,772 | 308,538 | $ | 308,538 | $ | (29,737 | ) | $ | 0 | $ | 46,267 | $ | (27,440,805 | ) | $ | 1,647,035 | ||||||||||||||||||
Shares
Issued for
|
||||||||||||||||||||||||||||||||||||
Exercise
of warrants
|
190,000 | 208,995 | 0 | 0 | 0 | 0 | 0 | 0 | 208,995 | |||||||||||||||||||||||||||
Subscription
received
|
0 | 0 | 0 | 0 | 0 | 276,500 | 0 | 0 | 276,500 | |||||||||||||||||||||||||||
Dividends
on preferred shares
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | (15,427 | ) | (15,427 | ) | |||||||||||||||||||||||||
Stock
option compensation
|
0 | 247,944 | 0 | 0 | 0 | 0 | 0 | 0 | 247,944 | |||||||||||||||||||||||||||
Net
loss for year
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | (1,938,216 | ) | (1,938,216 | ) | |||||||||||||||||||||||||
Balance,
June 30, 2008
|
45,704,969 | $ | 29,219,711 | 308,538 | $ | 308,538 | $ | (29,737 | ) | $ | 276,500 | $ | 46,267 | $ | (29,394,448 | ) | $ | 426,831 |
Period
from
|
||||||||||||||||
February
12, 1996
|
||||||||||||||||
(Inception)
|
||||||||||||||||
Years
Ended June 30
|
Through
|
|||||||||||||||
2008
|
2007
|
2006
|
June
30, 2008
|
|||||||||||||
Operating
Activities
|
||||||||||||||||
Net
loss
|
$ | (1,938,216 | ) | $ | (5,985,850 | ) | $ | (2,104,189 | ) | $ | (28,613,417 | ) | ||||
Adjustments to
reconcile net loss to net
cash used in operating activities
|
||||||||||||||||
Write-down
of investment
|
0 | 0 | 0 | 1,250,000 | ||||||||||||
Other
income
|
0 | 0 | 0 | (658,305 | ) | |||||||||||
Proprietary,
non-competition agreement
|
0 | 0 | 0 | 711,000 | ||||||||||||
Consulting
services
|
0 | 199,790 | 359,220 | 1,523,783 | ||||||||||||
Depreciation
and amortization
|
0 | 0 | 8,219 | 349,941 | ||||||||||||
Stock
option compensation
|
247,944 | 4,225,648 | 107,219 | 5,714,294 | ||||||||||||
Interest
on beneficial conversion feature
|
0 | 0 | 0 | 566,456 | ||||||||||||
Settlement
of lawsuit
|
0 | 0 | 0 | 60,250 | ||||||||||||
Write-down
of license and operating assets
|
0 | 0 | 0 | 1,853,542 | ||||||||||||
Bad
debt
|
0 | 0 | 0 | 77,712 | ||||||||||||
Changes
in non-cash working capital Due from affiliated company
|
0 | 0 | 0 | (116,000 | ) | |||||||||||
Notes
and accounts receivable
|
0 | 0 | 0 | (109,213 | ) | |||||||||||
Inventory
|
0 | 0 | 0 | (46,842 | ) | |||||||||||
Prepaid
expenses
|
1,867 | (18,187 | ) | (4,613 | ) | (30,575 | ) | |||||||||
Deferred
revenue and other
|
0 | 0 | 0 | (2,609 | ) | |||||||||||
Accounts
payable and accruals
|
66,658 | (77,267 | ) | 90,851 | 980,848 | |||||||||||
Net
Cash Used in Operating Activities
|
(1,621,747 | ) | (1,655,866 | ) | (1,543,293 | ) | (16,489,135 | ) | ||||||||
Investing
Activities
|
||||||||||||||||
Purchase
of property, equipment and intangible assets
|
0 | 0 | 0 | (200,935 | ) | |||||||||||
Assets
acquired and liabilities assumed on purchase of
subsidiary
|
0 | 0 | 0 | (129,474 | ) | |||||||||||
Investment
in and advances to affiliated companies
|
0 | 0 | 0 | (2,000,000 | ) | |||||||||||
License
agreements
|
0 | 0 | 0 | (124,835 | ) | |||||||||||
Net
Cash Used in Investing Activities
|
0 | 0 | 0 | (2,455,244 | ) | |||||||||||
Financing
Activities
|
||||||||||||||||
Redemption
of preferred shares
|
0 | 0 | 0 | (50,000 | ) | |||||||||||
Repayment
of loan
|
0 | 0 | 34,000 | (11,000 | ) | |||||||||||
Advances
from stockholders
|
0 | 0 | 0 | 1,078,284 | ||||||||||||
Repayments
from (to) stockholders
|
0 | 2,763 | 0 | (91,283 | ) | |||||||||||
Subscriptions
received
|
276,500 | 0 | 0 | 503,165 | ||||||||||||
Proceeds
from issuance of common stock
|
208,995 | 2,396,641 | 1,214,669 | 18,200,470 | ||||||||||||
Proceeds
from convertible debentures
|
0 | 0 | 0 | 600,000 | ||||||||||||
Share
issue costs
|
0 | 0 | 0 | (227,420 | ) | |||||||||||
Net
Cash Provided by Financing Activities
|
485,495 | 2,399,404 | 1,248,669 | 20,002,216 | ||||||||||||
Effect
of Foreign Currency Translation on Cash
|
0 | 0 | 0 | 46,267 | ||||||||||||
Inflow
(Outflow) of Cash
|
(1,136,252 | ) | 743,538 | (294,624 | ) | 1,104,104 | ||||||||||
Cash,
Beginning of Year
|
2,240,356 | 1,496,818 | 1,791,442 | 0 | ||||||||||||
Cash,
End of Year
|
$ | 1,104,104 | $ | 2,240,356 | $ | 1,496,818 | $ | 1,104,104 |
1.
|
INCORPORATION
AND NATURE OF OPERATIONS
|
2.
|
GOING-CONCERN
|
3.
|
SIGNIFICANT
ACCOUNTING POLICIES
|
|
(a)
|
Principles
of consolidation
|
3.
|
SIGNIFICANT ACCOUNTING
POLICIES (Continued)
|
|
(b)
|
Depreciation
and amortization
|
Machinery,
furniture and equipment
|
- 5
years
|
Computer
hardware and software
|
- 5
years
|
Moulds
|
- 5
years
|
|
(c)
|
Loss
per share
|
|
(d)
|
Stock
issued in exchange for services
|
|
(e)
|
Revenue
recognition
|
|
(f)
|
Foreign
currency translation
|
|
(g)
|
Research
and development
|
3.
|
SIGNIFICANT ACCOUNTING
POLICIES (Continued)
|
|
(h)
|
Use
of estimates
|
|
(i)
|
Financial
instruments
|
|
(i)
|
Interest
rate risk
|
|
(ii)
|
Credit
risk
|
|
(iii)
|
Currency
risk
|
3.
|
SIGNIFICANT ACCOUNTING
POLICIES (Continued)
|
|
(j)
|
Income
taxes
|
|
(k)
|
Stock-based
compensation
|
3.
|
SIGNIFICANT ACCOUNTING
POLICIES (Continued)
|
|
(l)
|
Comprehensive
income
|
|
(m)
|
Recently
adopted accounting pronouncements
|
|
(i)
|
In
July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes, an interpretation of FASB Statement 109”.
Interpretation 48 prescribes a recognition threshold and a measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. Benefits from tax
positions should be recognized in the financial statements only when it is
more likely than not that the tax position will be sustained upon
examination by the appropriate taxing authority that would have full
knowledge of all relevant information. A tax position that meets the
more-likely-than-not recognition threshold is measured at the largest
amount of benefit that is greater than 50% likely of being realized upon
ultimate settlement. Tax positions that previously failed to meet the
more-likely-than-not recognition threshold should be recognized in the
first subsequent financial reporting period in which that threshold is
met. Previously recognized tax positions that no longer meet the
more-likely-than-not recognition threshold should be de-recognized in the
first subsequent financial reporting period in which that threshold is no
longer met. Interpretation 48 also provides guidance on the accounting for
and disclosure of unrecognized tax benefits, interest and penalties. The
adoption of Interpretation 48 on July 1, 2007 did not significantly
impact the Company’s financial position or results of
operations.
|
|
(ii)
|
In
May 2007 the FASB issued FSP No. 48-1, “Definition of Settlement in
FASB Interpretation No. 48”. FSP 48-1
provides guidance on how to determine whether a tax position is
effectively settled for the purpose of recognizing previously unrecognized
tax benefits. FSP 48-1 was effective retroactively to July 1,
2007 and did not significantly impact the Company’s financial position or
results of operations.
|
3.
|
SIGNIFICANT ACCOUNTING
POLICIES (Continued)
|
|
(n)
|
Recent
accounting pronouncements not yet
adopted
|
|
(i)
|
In
May 2008, the FASB issued SFAS No. 163, “Accounting for Financial
Guarantee Insurance Contracts – An interpretation of FASB Statement No.
60”. SFAS 163 requires that an insurance enterprise recognize a
claim liability prior to an event of default when there is evidence that
credit deterioration has occurred in an insured financial obligation. It
also clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account
for premium revenue and claim liabilities, and requires expanded
disclosures about financial guarantee insurance contracts. It is effective
for financial statements issued for fiscal years beginning after December
15, 2008, except for some disclosures about the insurance enterprise’s
risk-management activities. SFAS 163 requires that disclosures about the
risk-management activities of the insurance enterprise be effective for
the first period beginning after issuance. Except for those disclosures,
earlier application is not
permitted.
|
|
(ii)
|
In
May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally
Accepted Accounting Principles”. SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles to be
used in the preparation of financial statements of non-governmental
entities that are presented in conformity with generally accepted
accounting principles in the United States. It is effective 60 days
following the SEC’s approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, “The Meaning of Present
Fairly in Conformity With Generally Accepted Accounting
Principles”.
|
|
(iii)
|
In
March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment to FASB Statement No.
133”. SFAS No. 161 is intended to improve financial standards for
derivative instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand their effects on an
entity's financial position, financial performance and cash flows.
Entities are required to provide enhanced disclosures about: (a) how and
why an entity uses derivative instruments; (b) how derivative instruments
and related hedged items are accounted for under Statement 133 and its
related interpretations; and (c) how derivative instruments and related
hedged items affect an entity’s financial position, financial performance
and cash flows. It is effective for financial statements issued for fiscal
years beginning after November 15, 2008, with early adoption
encouraged.
|
|
(iv)
|
In
December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statements”, which, among other things,
provides guidance and establishes amended accounting and reporting
standards for a parent company’s non-controlling interest in a
subsidiary. This pronouncement is effective for fiscal years
beginning on or after December 15,
2008.
|
3.
|
SIGNIFICANT ACCOUNTING
POLICIES (Continued)
|
|
(n)
|
Recent
accounting pronouncements not yet adopted
(Continued)
|
|
(v)
|
In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities - Including an Amendment of
FASB Statement No. 115”. This statement permits entities to choose
to measure many financial instruments and certain other items at fair
value. Most of the provisions of SFAS No. 159 apply only to entities that
elect the fair value option. However, the amendment to
SFAS No. 115, “Accounting for Certain
Investments in Debt and Equity Securities”, applies to all entities
with available-for-sale and trading securities. SFAS No. 159 is effective
as of the beginning of an entity’s first fiscal year that begins after
November 15, 2007. Early adoption is permitted as of the beginning of a
fiscal year that begins on or before November 15, 2007, provided the
entity also elects to apply the provisions of SFAS No. 157, “Fair Value
Measurements”. The adoption of this statement is not expected to
have a material effect on the Company's financial
statements.
|
|
(vi)
|
In
September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements”. The objective of SFAS No. 157 is to increase
consistency and comparability in fair value measurements and to expand
disclosures about fair value measurements. SFAS No. 157 defines fair
value, establishes a framework for measuring fair value in generally
accepted accounting principles and expands disclosures about fair value
measurements. SFAS No. 157 applies under other accounting pronouncements
that require or permit fair value measurements and does not require any
new fair value measurements. The provisions of SFAS No. 157 are effective
for fair value measurements made in fiscal years beginning after November
15, 2007. The adoption of this statement is not expected to have a
material effect on the Company's future reported financial position or
results of operations.
|
4.
|
STOCKHOLDERS'
EQUITY
|
|
(a)
|
Common
stock
|
|
(i)
|
During
the year ended June 30, 2007, the
Company:
|
|
(a)
|
Closed
a private placement on September 15, 2006 of 1,180,537 units consisting of
common stock at $2.00 per share and warrants to purchase 590,269 shares of
common stock within two years at an exercise price of $2.50 per share,
provided that in the event that the average closing bid price of a share
of the Company's common stock exceeds $4.50 for ten consecutive trading
days, the Company has the right to redeem the warrants for $0.01 per share
of common stock purchasable hereunder, upon thirty days’ written notice
(the holder shall have the right to exercise the warrant in accordance
with its terms prior to the expiration of the thirty-day
period). The purchase price attributable to the warrants was
$0.001 per share of common stock underlying the warrants. Aggregate
proceeds from the sale of the common stock and the warrants was $2,361,641
($2,361,051 for the common stock and $590 for the warrants). At
any time commencing 60 days after the close of the offering, the investors
can require that the Company prepare and file a registration statement to
register the shares of common stock (including the shares underlying the
warrants) for resale by the investors. The Company also reserves the right
to file such a registration statement at any time after the closing date
on its own initiative;
|
|
(b)
|
Issued
50,000 shares in the amount of $35,000 on the exercise of options;
and
|
|
(c)
|
Issued
50,000 shares as consideration for consulting services to be provided over
12 months. These shares have been recorded at a value of $105,000
representing the market value of the shares at the date of
issuance.
|
|
(ii)
|
During
the year ended June 30, 2008, the
Company:
|
|
(iii)
|
Subsequent
to June 30, 2008, the Company:
|
|
(b)
|
Preferred
stock
|
4.
|
STOCKHOLDERS' EQUITY
(Continued)
|
|
(b)
|
Preferred
stock (Continued)
|
|
(c)
|
Stock
options and stock-based
compensation
|
4.
|
STOCKHOLDERS' EQUITY
(Continued)
|
|
(c)
|
Stock
options and stock-based compensation
(Continued)
|
4.
|
STOCKHOLDERS' EQUITY
(Continued)
|
|
(c)
|
Stock
options and stock-based compensation
(Continued)
|
2008
|
2007
|
2006
|
||||||||||
Expected
life (years)
|
1 | 1 | 2 | |||||||||
Interest
rate
|
4.28 | % | 5.00 | % | 3.00 | % | ||||||
Volatility
|
87.75 | % | 106.90 | % | 59.09 | % | ||||||
Dividend
yield
|
0.00 | % | 0.00 | % | 0.00 | % | ||||||
Estimated
forfeitures
|
0.00 | % | 0.00 | % | 0.00 | % |
4.
|
STOCKHOLDERS' EQUITY
(Continued)
|
|
(c)
|
Stock
options and stock-based compensation
(Continued)
|
Weighted
|
||||||||||||
Average
|
||||||||||||
Number
|
Price
|
Exercise
|
||||||||||
of
Shares
|
Per
Share
|
Price
|
||||||||||
Balance,
June 30, 2005
|
2,445,000 | $ | 0.50 to $ 1.16 | $ | 0.76 | |||||||
Granted
during the year
|
50,000 | $ | 0.40 | $ | 0.40 | |||||||
Cancelled
|
0 | $ | 0.00 | $ | 0.00 | |||||||
Exercised
|
(200,000 | ) | $ | 0.40 to $ 1.00 | $ | 0.67 | ||||||
Balance,
June 30, 2006
|
2,295,000 | $ | 0.40 to $ 1.16 | $ | 0.76 | |||||||
Granted
during the year
|
1,450,000 | $ | 1.00 to $ 2.75 | $ | 2.16 | |||||||
Cancelled
|
0 | $ | 0.00 | $ | 0.00 | |||||||
Exercised
|
(25,000 | ) | $ | 1.00 | $ | 1.00 | ||||||
Balance,
June 30, 2007 and 2008
|
3,720,000 | $ | 0.50 to $ 2.75 | $ | 1.31 |
Exercise
|
Number
of Shares
|
|||||||||||||||
Expiry
Date
|
Price
|
2008
|
2007
|
2006
|
||||||||||||
|
||||||||||||||||
August
31, 2008
|
$ | 0.65 to $ 1.16 | 855,000 | * | 855,000 | 880,000 | ||||||||||
November
15, 2008
|
$ | 1.00 | 100,000 | 100,000 | 0 | |||||||||||
March
23, 2009
|
$ | 1.00 | 100,000 | 100,000 | 0 | |||||||||||
March
30, 2009
|
$ | 2.75 | 250,000 | 250,000 | 0 | |||||||||||
June
30, 2010
|
$ | 0.50 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||
June
30, 2010
|
$ | 2.25 | 1,000,000 | 1,000,000 | 0 | |||||||||||
December
31, 2010
|
$ | 1.00 | 415,000 | 415,000 | 415,000 | |||||||||||
Total
outstanding
|
$ | 0.50 to $ 2.75 | 3,720,000 | 3,720,000 | 2,295,000 | |||||||||||
Total
exercisable
|
$ | 0.50 to $ 2.75 | 3,626,250 | 3,626,250 | 2,295,000 |
|
*
|
Subsequent
to the year-end, the expiry date of these options was extended from August
31, 2008 to August 31, 2009.
|
4.
|
STOCKHOLDERS' EQUITY
(Continued)
|
|
(c)
|
Stock
options and stock-based compensation
(Continued)
|
|
(d)
|
Stock
purchase warrants
|
Weighted
|
||||||||||||
Average
|
||||||||||||
Number
|
Price
|
Exercise
|
||||||||||
of
Shares
|
Per
Share
|
Price
|
||||||||||
Balance,
June 30, 2005 and 2006
|
0 | $ | 0.00 | $ | 0.00 | |||||||
Issued
|
590,629 | $ | 2.50 | $ | 2.50 | |||||||
Balance,
June 30, 2007
|
590,629 | $ | 2.50 | $ | 2.50 | |||||||
Exercised
|
(190,000 | ) | $ | 2.50 | $ | 2.50 | ||||||
Balance,
June 30, 2008
|
400,269 | $ | 2.50 | $ | 2.50 |
Exercise
|
Number
of Shares
|
|||||||||||||||
Expiry
Date
|
Price
|
2008
|
2007
|
2006
|
||||||||||||
September
15, 2008
|
$ | 2.50 | 400,269 | 590,269 | 0 |
4.
|
STOCKHOLDERS' EQUITY
(Continued)
|
|
(e)
|
Promissory
notes receivable at June 30, 2008
includes:
|
|
(i)
|
$17,500
(2007 - $17,500) due on exercise of 210,000 stock options, interest at 10%
per annum, due November 1, 2002, subsequently extended to
June 30, 2003; and
|
|
(ii)
|
$12,237
(2007 - $12,237) due on exercise of 23,000 stock options, interest at 10%
per annum, due June 30, 2003.
|
|
(f)
|
Subscriptions
received
|
|
(i)
|
During
the year ended June 30, 2008, a total of $230,000 was received for
subscriptions of 333,333 units consisting of common stock at $0.69 per
share and warrants at $0.001 per share of common stock underlying the
warrant to purchase 333,333 shares of common stock on or before two years
after the closing date at an exercise price of $0.75 per share (exercise
of the investment warrant may be required in the event that the market
price for the common stock exceeds $1.25 per share). To date, these shares
have not yet been issued.
|
|
(ii)
|
During
the year ended June 30, 2008, the Company had an obligation to issue
50,000 shares of common stock as consideration for consulting services.
These shares have been recorded at a value of $46,500 representing the
market value of the shares at the date the shares were to have been
issued. To date, these shares have not yet been
issued.
|
5.
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
Years
Ended June 30,
|
Period
from February 12, 1996 (Inception) Through
|
|||||||||||||||
2008
|
2007
|
2006
|
June
30, 2008
|
|||||||||||||
Supplemental
Disclosure of Non-Cash Transactions
|
||||||||||||||||
Shares
Issued for
|
||||||||||||||||
Redemption
of preferred shares
|
$ | 0 | $ | 0 | $ | 0 | $ | 415,000 | ||||||||
Property
and equipment
|
$ | 0 | $ | 0 | $ | 0 | $ | 23,000 | ||||||||
Proprietary
agreement
|
$ | 0 | $ | 0 | $ | 0 | $ | 711,000 | ||||||||
Settlement
of accounts payable
|
$ | 0 | $ | 0 | $ | 0 | $ | 228,742 | ||||||||
Services
(provided by officers and directors)
|
$ | 0 | $ | 0 | $ | 0 | $ | 120,000 | ||||||||
Settlement
of lawsuit
|
$ | 0 | $ | 0 | $ | 0 | $ | 15,000 | ||||||||
Services
|
$ | 0 | $ | 105,000 | $ | 191,510 | $ | 801,784 | ||||||||
Acquisition
of subsidiary
|
$ | 0 | $ | 0 | $ | 0 | $ | 894,200 | ||||||||
Supplemental
Cash Flow Information
|
||||||||||||||||
Interest
paid
|
$ | 0 | $ | 0 | $ | 0 | $ | 81,111 | ||||||||
Income
tax paid
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 |
6.
|
RELATED
PARTY TRANSACTIONS
|
|
(a)
|
Accounts
payable at June 30, 2008 includes $3,685 (2007 - $7,730) due to two
directors and officers of the
Company.
|
|
(b)
|
The
Company recorded an expense of $420,000 (2007 - $505,000; 2006 -
$360,000) for salaries paid to two directors and officers of the
Company.
|
|
(c)
|
Promissory
notes receivable at June 30, 2008 includes $29,737 (2007 - $29,737)
for advances made by the Company to an officer of the
Company.
|
7.
|
INCOME
TAXES
|
2008
|
2007
|
2006
|
||||||||||
Current
expense
|
$ | 0 | $ | 0 | $ | 0 | ||||||
Deferred
benefit
|
(669,000 | ) | (2,994,000 | ) | 0 | |||||||
Increase
in valuation allowance
|
669,000 | 2,994,000 | 0 | |||||||||
Total
provision for income tax
|
$ | 0 | $ | 0 | $ | 0 |
2008
|
2007
|
2006
|
||||||||||
Provision
for income tax at the statutory rate of 34%
|
$ | (660,000 | ) | $ | (2,024,000 | ) | $ | (715,000 | ) | |||
|
||||||||||||
Increase
(decrease) in taxes due to
|
||||||||||||
Change
in valuation allowance
|
669,000 | 2,994,000 | 0 | |||||||||
Disallowed
expense
|
1,000 | 1,000 | 1,000 | |||||||||
True-up
of deferred tax assets
|
(10,000 | ) | (971,000 | ) | 714,000 | |||||||
|
||||||||||||
Total
provision for income tax
|
$ | 0 | $ | 0 | $ | 0 |
7.
|
INCOME TAXES
(Continued)
|
2008
|
2007
|
2006
|
||||||||||
Deferred
income tax assets
|
||||||||||||
Current
deferred tax assets
|
||||||||||||
Legal
dispute reserve
|
$ | 182,000 | $ | 182,000 | $ | 0 | ||||||
Accrued
liabilities
|
14,000 | 7,000 | 5,000 | |||||||||
Total
current deferred tax assets
|
196,000 | 189,000 | 5,000 | |||||||||
Non-current
deferred tax assets
|
||||||||||||
Net
operating loss carry-forwards
|
7,034,000 | 6,454,000 | 5,738,000 | |||||||||
Non-qualified
stock options
|
1,754,000 | 1,670,000 | 0 | |||||||||
Capital
loss carry-forwards
|
425,000 | 425,000 | 0 | |||||||||
Investment
reserve
|
247,000 | 247,000 | 254,000 | |||||||||
Basis
difference of fixed assets
|
2,000 | 4,000 | 0 | |||||||||
Valuation
allowance
|
(9,658,000 | ) | (8,989,000 | ) | (5,994,000 | ) | ||||||
Total
non-current deferred tax assets
|
(196,000 | ) | (189,000 | ) | (2,000 | ) | ||||||
Non-current
deferred tax liabilities Basis difference of fixed assets
|
0 | 0 | 3,000 | |||||||||
Total
non-current deferred tax liabilities
|
0 | 0 | (3,000 | ) | ||||||||
Net
deferred tax asset (liability)
|
$ | 0 | $ | 0 | $ | 0 |
7.
|
INCOME TAXES
(Continued)
|
Year
Ended
|
Expiry
|
Amount
|
|||
June
30, 1996
|
June
30, 2011
|
$ | 346,000 | ||
June
30, 1997
|
June
30, 2012
|
1,405,000 | |||
June
30, 1998
|
June
30, 2018
|
999,000 | |||
June
30, 1999
|
June
30, 2019
|
1,361,000 | |||
June
30, 2000
|
June
30, 2020
|
1,091,000 | |||
June
30, 2001
|
June
30, 2021
|
2,002,000 | |||
June
30, 2002
|
June
30, 2022
|
2,526,000 | |||
June
30, 2003
|
June
30, 2023
|
1,364,000 | |||
June
30, 2004
|
June
30, 2024
|
2,162,000 | |||
June
30, 2005
|
June
30, 2025
|
2,208,000 | |||
June
30, 2006
|
June
30, 2026
|
2,373,000 | |||
June
30, 2007
|
June
30, 2027
|
1,177,000 | |||
June
30, 2008
|
June
30, 2028
|
1,676,000 | |||
Total
|
$ | 20,690,000 |
Year
Ended
|
Expiry
|
Amount
|
|||
June
30, 2005
|
June
30, 2010
|
$ | 1,250,000 |
7.
|
INCOME TAXES
(Continued)
|
8.
|
LOSS
PER SHARE
|
Income
(Numerator)
|
Shares
(Denominator)
|
Per
Share
Amount
|
||||||||||
2008
|
||||||||||||
Loss
for the year
|
$ | (1,938,216 | ) | |||||||||
Preferred
stock dividends
|
(15,427 | ) | ||||||||||
Loss
attributable to common shareholders
|
$ | (1,953,643 | ) | 45,617,756 | $ | (0.04 | ) | |||||
2007
|
||||||||||||
Loss
for the year
|
$ | (5,985,850 | ) | |||||||||
Preferred
stock dividends
|
(15,427 | ) | ||||||||||
Loss
attributable to common shareholders
|
$ | (6,001,277 | ) | 45,230,171 | $ | (0.13 | ) | |||||
2006
|
||||||||||||
Loss
for the year
|
$ | (2,104,189 | ) | |||||||||
Preferred
stock dividends
|
(15,427 | ) | ||||||||||
Loss
attributable to common shareholders
|
$ | (2,119,616 | ) | 42,814,988 | $ | (0.05 | ) |
Name
|
Age
|
Position
with Company
|
Director
of
Company
Since
|
William
S. Robinson
|
51
|
Director,
Chairman, CEO and Treasurer
|
February
1996
|
William
A. Ince
|
57
|
Director,
President, Secretary and Chief Financial Officer
|
February
1996
|
Name and
Principal Position
|
Fiscal
Year Ended June 30
|
Salary ($)
|
Bonus
($)
|
Stock
Awards
|
Options
Awards ($) (n1)
|
Non-Equity
Incentive Plan Compensation ($)
|
Nonqualified
Deferred Compensation Earnings ($)
|
All Other Compensation ($) (n2)
|
Total ($)
|
||||||||||||||||||||||||
William
S.
|
2008
|
$ | 210,000 | -0- | -0- | $ | -0- | -0- | -0- | $ | 28,282 | $ | 238,282 | ||||||||||||||||||||
Robinson
|
2007
|
$ | 202,500 | 50,000 | -0- | $ | -0- | -0- | -0- | $ | 26,782 | $ | 279,282 | ||||||||||||||||||||
Chief
Executive Officer, Treasurer, Chairman, Director
|
|||||||||||||||||||||||||||||||||
William
A.
|
2008
|
$ | 210,000 | -0- | -0- | -0- | -0- | -0- | $ | 23,145 | $ | 233,145 | |||||||||||||||||||||
Ince
|
2007
|
$ | 202,500 | $ | 50,000 | -0- | $ | 177,706 | -0- | -0- | $ | 21,645 | $ | 451,851 | |||||||||||||||||||
Chief
Financial and Accounting Officer, President, Secretary,
Director
|
|||||||||||||||||||||||||||||||||
Thomas
|
2008
|
$ | 144,000 | -0- | -0- | $ | 65,232 | -0- | -0- | -0- | $ | 209,232 | |||||||||||||||||||||
Aisenbrey
|
2007
|
$ | 144,000 | -0- | -0- | $ | 2,414,710 | -0- | -0- | $ | 29,815 | $ | 2,588,525 | ||||||||||||||||||||
Chief
Technology Officer (non-executive officer)
|
___________
|
(n1)
|
Reflects
dollar amount expensed by the company during applicable fiscal year for
financial statement reporting purposes pursuant to FAS 123R. FAS
123R requires the company to determine the overall value of the options as
of the date of grant based upon the Black-Scholes method of valuation, and
to then expense that value over the service period over which the options
become exercisable (vest). As a general rule, for
time-in-service-based options, the company will immediately expense any
option or portion thereof which is vested upon grant, while expensing the
balance on a pro rata basis over the remaining vesting term of the
option. For a description FAS 123R and the assumptions used in
determining the value of the options under the Black-Scholes model of
valuation, see the notes to the consolidated financial statements included
with this report.
|
(n2)
|
William
S. Robinson and William A. Ince each own shares of Series A Preferred
Stock. A 5% dividend on the Series A Preferred Stock is payable
in cash or shares of common stock at the election of
Integral. For the year ended June 30, 2008, $10,282 was paid or
accrued for Mr. Robinson and $5,145 was paid or accrued for Mr.
Ince. For the year ended June 30, 2007, $10,282 was paid or
accrued for Mr. Robinson and $5,145 was paid or accrued for Mr.
Ince.
|
Option
Awards
|
Stock
Awards
|
|||||||||||||||||||||||||||||||||||
Equity
Incentive Plan Awards:
|
Equity
Incentive Plan Awards:
|
Equity
Incentive Plan Awards:
|
||||||||||||||||||||||||||||||||||
Name
|
Number of
Securities Underlying Unexercised Options(#) Exercisable
|
Number of
Securities Underlying Unexercised Options(#) Unexercisable
|
Number of
Securities Underlying Unexercised Unearned
Options (#)
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
Number of
Shares or Units of Stock That Have Not
Vested (#)
|
Market
Value of Shares or Units of Stock That Have Not
Vested
|
Number
of Unearned Shares, Units or Other Rights That Have Not
Vested
|
Market or
Payout Value of Unearned Shares, Units or Other Rights
That Have Not Vested
|
|||||||||||||||||||||||||||
William
S. Robinson
|
0 | 0 | 0 | 0 |
n/a
|
0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
William
A. Ince (n1)
|
415,000 | 0 | 0 | $ | 1.00 |
12/31/2010
|
0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
Thomas
Aisenbrey (n2)
|
1,000,000 | 0 | 0 | $ | 0.50 |
6/30/2010
|
0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
1,000,000 | 0 | 0 | $ | 2.25 |
6/30/2010
|
0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
125,000 | 0 | 0 | $ | 0.65 |
8/31/2008
|
0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
75,000 | 0 | 0 | $ | 0.65 |
8/31/2008
|
0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
45,000 | 0 | 0 | $ | 1.00 |
8/31/2008
|
0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
200,000 | 0 | 0 | $ | 1.00 |
8/31/2008
|
0 | 0 | 0 | 0 |
(n1)
|
Mr.
Ince holds the following options: On July 1, 2002, Mr. Ince was
granted an option to acquire 415,000 shares of common stock at an exercise
price of $1.00 per share. In June 2007, the expiration date of
these options was extended until December 31,
2010.
|
(n2)
|
Mr.
Aisenbrey holds the following
options:
|
|
·
|
On
August 16, 2001, Mr. Aisenbrey was granted an option to acquire 125,000
shares of common stock at an exercise price of $.65 per
share. In August 2008, the expiration date of these options was
extended until August 31, 2009.
|
|
·
|
On
November 1, 2001, Mr. Aisenbrey was granted an option to acquire 75,000
shares of common stock at an exercise price of $.65 per share. In August
2008, the expiration date of these options was extended until August 31,
2009.
|
|
·
|
On
July 1, 2002, Mr. Aisenbrey was granted an option to acquire 45,000 shares
of common stock at an exercise price of $1.00 per share. In August 2008,
the expiration date of these options was extended until August 31,
2009.
|
|
·
|
On
January 2, 2003, Mr. Aisenbrey was granted an option to acquire 200,000
shares of common stock at an exercise price of $1.00 per share. In August
2008, the expiration date of these options was extended until August 31,
2009.
|
|
·
|
On
June 17, 2005, Mr. Aisenbrey was granted an option to acquire 1,000,000
share of common stock at an exercise price of $.50 per share, exercisable
in whole or in part at any time until June 30,
2010.
|
|
·
|
On
November 6, 2006, Mr. Aisenbrey was granted an option to acquire 1,000,000
shares of common stock at an exercise price of $2.25 per share,
exercisable in whole or in part at any time until June 30,
2010.
|
Name
and Address of Beneficial Owner (n1)
|
Amount
and Nature of Beneficial Ownership(n1)(n2)
|
Percent
of Class (n3)
|
Executive
Officers and Directors:
|
||
William
S. Robinson (n4)
#3
1070 West Pender St.
Vancouver,
B.C. V6E 2N7
|
2,323,533
|
4.8%
|
William
A. Ince (n5)
805
W. Orchard Dr., Suite #7
Bellingham,
WA 98225
|
2,118,833
|
4.3%
|
Thomas
Aisenbrey (n6)
805
W. Orchard Dr., Suite #7
Bellingham,
WA 98225
|
2,670,000
|
5.5%
|
All
executive officers and directors as a group (n6)
|
7,112,366
|
14.6%
|
5%
Beneficial Owners:
|
||
Wellington
Management Company, LLP (n7)
75
State Street, Boston, MA 02109
|
3,044,900
|
6.2%
|
(n1)
|
Unless
otherwise indicated, all shares are directly beneficially owned and
investing power is held by the persons
named.
|
(n2)
|
Includes
vested options beneficially owned but not yet exercised and outstanding,
if any. The table does not include the effects of conversion by
Mr. Robinson and Mr. Ince of their shares of Series A Convertible
Preferred Stock (“Series A”), which are convertible into shares of common
stock at a conversion rate that varies with the market price of the common
stock at the time of conversion. The conversion rate is
determined by dividing the number of shares of Series A being
converted by the average of the high and low bid prices of Integral’s
common stock reported by the OTC Bulletin Board over the ten trading days
preceding the date of conversion. Mr. Robinson owns 204,975
shares of Series A and Mr. Ince owns 103,563 shares of
Series A. As of September 15, 2008, the conversion rate
was $0.73 per share, so Mr. Robinson’s 204,975 shares of Series A
were convertible into 280,787 shares of common stock, and Mr. Ince’s
103,563 shares of Series A were convertible into 141,867 shares of
common stock. The actual number of shares of common stock
receivable by Messrs. Robinson and Ince upon conversion of the
Series A would depend on the actual conversion rate in effect at the
time of conversion.
|
(n3)
|
Based
upon 45,754,969 shares issued and outstanding, plus the amount of
shares each person or group has the right to acquire within 60 days
pursuant to options, warrants, conversion privileges or other
rights.
|
(n4)
|
Mr.
Robinson is an executive officer and director of Integral and each of its
subsidiaries. Beneficial ownership figure includes an
aggregate of 150,000 shares held in the names of his spouse and his two
minor children.
|
(n5)
|
Mr.
Ince is an executive officer and director of Integral and each of its
subsidiaries. Beneficial ownership figure includes 415,000 shares
underlying options.
|
(n6)
|
Mr.
Aisenbrey is a non-executive officer of Integral, but is included in the
table for informational purposes. Beneficial ownership figure
includes 2,445,000 shares underlying
options.
|
(n7)
|
Wellington
Management Company, LLP, has included the following information in its
Schedule 13G Amendment No. 7 filing with the Securities and Exchange
Commission (as of December 31, 2007): (a) Wellington, in
its capacity as investment adviser, may be deemed to beneficially own
3,044,900 shares of the Company which are held of record by clients of
Wellington; (b) those clients have the right to receive, or the power to
direct the receipt of, dividends from, or the proceeds from the sale of,
such securities; and (c) no such client is known to have such right or
power with respect to more than five percent of this class of
securities.
|
Name
and Address of
Beneficial
Owner (n1)
|
Amount
and Nature of Beneficial Ownership(n1)
|
Percent
of Class (n2)
|
William
S. Robinson (n3)
#3
1070 West Pender St.
Vancouver,
B.C. V6E 2N7
|
204,975
|
66.4%
|
William
A. Ince (n4)
805
W. Orchard Dr., Suite #3
Bellingham,
WA 98225
|
103,563
|
33.6%
|
All
officers and directors of Integral as a group (2 persons)
|
308,538
|
100%
|
(n1)
|
Unless
otherwise indicated, all shares are directly beneficially owned and
investing power is held by the persons
named.
|
(n2)
|
Based
upon 308,538 Series A Convertible Preferred shares issued and
outstanding.
|
(n3)
|
Mr.
Robinson is an executive officer and director of Integral and each of its
subsidiaries.
|
(n4)
|
Mr.
Ince is an executive officer and director of Integral and each of its
subsidiaries.
|
Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
|
Weighted-average
exercise price of options, warrants and rights
|
Number
of securities available for future issuance under equity compensation
plans (excluding securities reflected in column (a))
|
|
Plan
category
|
(a)
|
(b)
|
(c)
|
Equity
compensation plans approved by security holders
|
N/A
|
N/A
|
N/A
|
Equity
compensation plans not approved by security holders
|
3,720,000
|
$1.13
|
1,044,500
|
Total
|
3,720,000
|
$1.13
|
1,044,500
|
|
·
|
On
June 17, 2005, Integral provided a Grant of Option to Thomas Aisenbrey.
Pursuant to the Grant of Option, Mr. Aisenbrey was granted an option to
acquire 1,000,000 share of common stock at an exercise price of $.50 per
share, exercisable in whole or in part at any time until June 30,
2010.
|
|
·
|
On
November 6, 2006, Integral provided a Grant of Option to Thomas Aisenbrey.
Pursuant to the Grant of Option, Mr. Aisenbrey was granted an option to
acquire 1,000,000 share of common stock at an exercise price of $2.25 per
share, exercisable in whole or in part at any time until June 30,
2010.
|
Exhibit
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).)
|
14.1
|
Code
of Ethics adopted September 20, 2004. (Incorporated by reference to
Exhibit 14.1 of Integral’s annual report on Form 10-KSB for the period
ended June 30, 2004.)
|
21.4
|
List
of Subsidiaries. (Incorporated by reference to Exhibit 21.4 of Integral’s
annual report on Form 10-KSB for the period ended June 30,
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).
|
INTEGRAL
TECHNOLOGIES, INC
|
|
Dated: September
29, 2008
|
/s/ William S. Robinson
|
William
S. Robinson, Chief Executive Officer
|
|
/s/ William A. Ince
|
|
William
A. Ince, Chief Financial Officer and Principal Accounting
Officer
|
Name
|
Title
|
Date
|
|
/s/ William S. Robinson
|
Director
|
September
29, 2008
|
|
William
S. Robinson
|
|||
/s/ William A. Ince
|
Director
|
September
29, 2008
|
|
William
A. Ince
|
Exhibit
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).)
|
14.1
|
Code
of Ethics adopted September 20, 2004. (Incorporated by reference to
Exhibit 14.1 of Integral’s annual report on Form 10-KSB for the period
ended June 30, 2004.)
|
21.4
|
List
of Subsidiaries. (Incorporated by reference to Exhibit 21.4 of Integral’s
annual report on Form 10-KSB for the period ended June 30,
2004.)
|
Section
302 Certification by the Corporation’s Chief Executive
Officer. (Filed
herewith).
|
Section
302 Certification by the Corporation’s Chief Financial
Officer. (Filed
herewith).
|
Section
906 Certification by the Corporation’s Chief Executive
Officer. (Filed
herewith).
|
Section
906 Certification by the Corporation’s Chief Financial
Officer. (Filed
herewith).
|