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, 2003 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ________ to _________ Commission file number: 0-28353 INTEGRAL TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Exact name of small business issuer as specified in it charter) NEVADA 98-0163519 - ------------------------------- ------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 805 W. ORCHARD DRIVE, SUITE 3, BELLINGHAM, WASHINGTON 98225 - -------------------------------------------------------------------------------- (Address of principal executive offices) (360) 752-1982 --------------------------- (issuer's telephone number) - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the issuer filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: AS OF NOVEMBER 10, 2003, THE ISSUER ----------------------------------- HAD 33,767,551 SHARES OF $.001 PAR VALUE COMMON STOCK OUTSTANDING. - --------------------------------------------------------------------------- Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X] INDEX PAGE ---- PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . F-1 ITEM 2. PLAN OF OPERATION . . . . . . . . . . . . . . . . . . . . . 1 ITEM 3. CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . 2 PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . 3 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 i PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS INTEGRAL TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2003 (U.S. DOLLARS) (UNAUDITED) INDEX PAGE ----------------------------------------------- ---- FINANCIAL STATEMENTS Consolidated Balance Sheets F-2 Consolidated Statements of Operations F-3 Consolidated Statements of Stockholders' Equity F-4 Consolidated Statements of Cash Flows F-5 Note to Consolidated Financial Statements F-6 F-1
INTEGRAL TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED BALANCE SHEETS (UNAUDITED) (U.S. DOLLARS) ================================================================================================ SEPTEMBER 30, JUNE 30, 2003 2003 - ------------------------------------------------------------------------------------------------ ASSETS CURRENT Cash $ 283,720 $ 174,210 Accounts receivable 1,141 1,141 Prepaid expenses 11,844 11,844 - ------------------------------------------------------------------------------------------------ TOTAL CURRENT ASSETS 296,705 187,195 PROPERTY AND EQUIPMENT 48,524 54,282 INVESTMENTS 1 1 - ------------------------------------------------------------------------------------------------ TOTAL ASSETS $ 345,230 $ 241,478 ================================================================================================ LIABILITIES CURRENT Accounts payable and accruals $ 434,548 $ 472,254 Due to West Virginia University Research Corporation 397,296 397,296 - ------------------------------------------------------------------------------------------------ TOTAL CURRENT LIABILITIES 831,844 869,550 - ------------------------------------------------------------------------------------------------ STOCKHOLDERS' DEFICIT PREFERRED STOCK AND PAID-IN CAPITAL IN EXCESS OF $0.001 PAR VALUE 20,000,000 Shares authorized 439,610 (June 30, 2003 - 439,610) issued and outstanding 439,610 439,610 COMMON STOCK AND PAID IN CAPITAL IN EXCESS OF $0.001 PAR VALUE 50,000,000 Shares authorized 33,717,551 (June 30, 2003 - 32,923,855) issued and outstanding 14,045,194 13,335,752 SHARE SUBSCRIPTIONS 0 211,915 PROMISSORY NOTES RECEIVABLE (66,500) (66,500) OTHER COMPREHENSIVE INCOME 46,267 46,267 DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE (14,951,185) (14,595,116) - ------------------------------------------------------------------------------------------------ TOTAL STOCKHOLDERS' DEFICIT (486,614) (628,072) - ------------------------------------------------------------------------------------------------ TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 345,230 $ 241,478 ================================================================================================
See notes to consolidated financial statements. F-2
INTEGRAL TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (U.S. DOLLARS) ================================================================================== PERIOD FROM FEBRUARY 12, 1996 THREE MONTHS ENDED (INCEPTION) SEPTEMBER 30, TO 2003 2002 SEPTEMBER 30, 2003 - ---------------------------------------------------------------------------------- REVENUE $ 676 $ 4,398 $ 237,343 COST OF SALES 0 0 216,016 - ---------------------------------------------------------------------------------- 676 4,398 21,327 - ---------------------------------------------------------------------------------- EXPENSES Salaries and benefits 103,750 111,717 3,360,198 Consulting 125,559 48,036 2,281,076 General and administrative 20,110 26,734 526,526 Legal and accounting 54,140 19,805 1,230,309 Travel and entertainment 24,844 19,791 768,512 Rent 8,279 7,252 261,897 Telephone 8,315 7,160 265,615 Advertising 0 4,500 271,255 Research and development 0 450 1,244,755 Bank charges and interest, net 495 185 108,350 Settlement of lawsuit 45,250 Remuneration pursuant to proprietary, non-competition agreement 0 0 711,000 Financing fees 0 0 104,542 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 76,571 Depreciation and amortization 5,758 5,758 275,862 - ---------------------------------------------------------------------------------- 351,250 251,388 15,203,792 - ---------------------------------------------------------------------------------- LOSS BEFORE OTHER ITEM (350,574) (246,990) (15,182,465) OTHER ITEM Cancellation of debt 0 0 602,843 - ---------------------------------------------------------------------------------- NET LOSS FOR PERIOD $ (350,574) $ (246,990) $ (14,579,622) ================================================================================== NET LOSS PER COMMON SHARE $ (0.01) $ (0.01) ================================================================================== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 32,957,330 30,787,562 ==================================================================================
See notes to consolidated financial statements. F-3
INTEGRAL TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) (U.S. DOLLARS) ================================================================================================================================ COMMON PREFERRED STOCK AND STOCK AND SHARES OF PAID-IN SHARES OF PAID-IN COMMON CAPITAL PREFERRED CAPITAL PROMISSORY OTHER STOCK IN EXCESS STOCK IN EXCESS NOTES SHARE COMPREHENSIVE ISSUED OF PAR ISSUED OF PAR RECEIVABLE SUBSCRIPTIONS INCOME - -------------------------------------------------------------------------------------------------------------------------------- BALANCE, JUNE 30, 2002 30,787,562 $12,116,450 439,610 $ 439,610 $ (66,500) $ 0 $ 46,267 SHARES ISSUED FOR Private placement for cash 1,684,000 842,050 0 0 0 0 0 Settlement of debt 144,793 104,542 0 0 0 0 0 Services 200,000 196,000 0 0 0 0 0 Exercise of options 52,500 43,750 0 0 0 0 0 Exercise of warrants 55,000 27,500 0 0 0 0 0 Subscription received 0 0 0 0 0 176,665 0 Stock option compensation 0 5,460 0 0 0 0 0 Settlement of lawsuit 0 0 0 0 0 35,250 0 Dividends on preferred shares 0 0 0 0 0 0 0 Net loss for year 0 0 0 0 0 0 0 - -------------------------------------------------------------------------------------------------------------------------------- BALANCE, JUNE 30, 2003 32,923,855 13,335,752 439,610 439,610 (66,500) 211,915 46,267 Dividends on preferred shares 0 0 0 0 0 0 0 Net loss for period 0 0 0 0 0 0 0 Shares issued for Cash on private placement 898,336 674,192 0 0 0 (211,915) 0 Settlement of debt 37,500 35,250 0 0 0 0 0 Shares returned to treasury for cancellation (142,140) 0 0 0 0 0 0 - -------------------------------------------------------------------------------------------------------------------------------- BALANCE, SEPTEMBER 30, 2003 33,717,551 $14,045,194 439,610 $ 439,610 $ (66,500) $ 0 $ 46,267 ================================================================================================================================ DEFICIT ACCUMULATED DURING THE TOTAL DEVELOPMENT STOCKHOLDERS' STAGE EQUITY - --------------------------------------------------------------- BALANCE, JUNE 30, 2002 $(13,226,223) $ (690,396) SHARES ISSUED FOR Private placement for cash 0 842,050 Settlement of debt 0 104,542 Services 0 196,000 Exercise of options 0 43,750 Exercise of warrants 0 27,500 Subscription received 0 176,665 Stock option compensation 0 5,460 Settlement of lawsuit 0 35,250 Dividends on preferred shares (22,060) (22,060) Net loss for year (1,346,833) (1,346,833) - --------------------------------------------------------------- BALANCE, JUNE 30, 2003 (14,595,116) (628,072) Dividends on preferred shares (5,495) (5,495) Net loss for period (350,574) (350,574) Shares issued for Cash on private placement 0 462,277 Settlement of debt 0 35,250 Shares returned to treasury for cancellation 0 0 - --------------------------------------------------------------- BALANCE, SEPTEMBER 30, 2003 $(14,951,185) $ (486,614) ===============================================================
See notes to consolidated financial statements. F-4
INTEGRAL TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (U.S. DOLLARS) ================================================================================================================== PERIOD FROM FEBRUARY 12, 1996 THREE MONTHS ENDED (INCEPTION) SEPTEMBER 30, THROUGH 2003 2002 SEPTEMBER 30, 2003 - ------------------------------------------------------------------------------------------------------------------ OPERATING ACTIVITIES Net loss $(350,574) $(246,990) $ (14,579,622) Items not involving cash Write-down of investment 0 0 1,249,999 Proprietary, non-competition agreement 0 0 711,000 Depreciation and amortization 5,758 6,243 301,418 Extraordinary item 0 0 (602,843) Consulting services and financing fees 40,000 0 935,400 Stock option compensation benefit 0 0 812,208 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 76,571 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 7,000 (11,846) Deferred revenue 0 0 0 Other 0 0 (2,609) Accounts payable and accruals (43,202) 39,374 672,627 Due to West Virginia University Research Corporation 0 0 397,296 - ------------------------------------------------------------------------------------------------------------------ CASH USED IN OPERATING ACTIVITIES (348,018) (194,373) (7,832,208) - ------------------------------------------------------------------------------------------------------------------ INVESTING ACTIVITIES Purchase of property, equipment and intangible assets 0 0 (200,936) Assets acquired and liabilities assumed on purchase of subsidiary 0 0 (129,474) Investment purchase 0 0 (2,000,000) License agreement 0 0 (124,835) - ------------------------------------------------------------------------------------------------------------------ CASH USED IN INVESTING ACTIVITIES 0 0 (2,455,245) - ------------------------------------------------------------------------------------------------------------------ FINANCING ACTIVITIES Repayment of loan 0 0 (45,000) Repayments to stockholders 0 0 (94,046) Issuance of common stock 457,528 0 8,986,423 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 457,528 0 10,524,906 - ------------------------------------------------------------------------------------------------------------------ EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH 0 0 46,267 - ------------------------------------------------------------------------------------------------------------------ INFLOW (OUTFLOW) OF CASH 109,510 (194,373) 283,720 CASH, BEGINNING OF PERIOD 174,210 267,795 0 - ------------------------------------------------------------------------------------------------------------------ CASH, END OF PERIOD $ 283,720 $ 73,422 $ 283,720 ==================================================================================================================
F-5 INTEGRAL TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED SEPTEMBER 30, 2003 (UNAUDITED) (U.S. DOLLARS) ================================================================================ 1. BASIS OF PRESENTATION These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information. These financial statements are condensed and do not include all disclosures required for annual financial statements. The organization and business of the Company, accounting policies followed by the Company and other information are contained in the notes to the Company's audited consolidated financial statements filed as part of the Company's June 30, 2003 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, 2003 and June 30, 2003 and the consolidated results of operations and the consolidated statements of cash flows for the three months ended September 30, 2002 and 2003. The results of operations for the three months ended September 30, 2003 are not necessarily indicative of the results to be expected for the entire fiscal year. 2. STOCKHOLDERS' EQUITY (a) During the period ended September 30, 2003, the Company entered into a private placement whereby the Company issued 898,336 shares at a price of $0.75 per share and 449,168 share purchase warrants exercisable within two years with an exercise price of $1.00 per share. (b) During the period ended September 30, 2003 the Company received for cancellation 142,140 shares previously issued and held in escrow under the Swartz agreement which expired during the year ended June 30, 2003. (c) During the period ended September 30, 2003 the Company issued 37,500 shares as part of the mutual release agreement in settlement of all claims related to the Joffre J. Rolland and Robin L. Rolland claim. F-6 ITEM 2. PLAN OF OPERATION. To date the Company has recorded nominal revenues from operations. The Company is still considered a development stage company for accounting purposes. From inception on February 12, 1996 through September 30, 2003, the Company has accrued an accumulated deficit of approximately $15 million. As a result of the commercial interest in the Company's antenna technologies, the Company presently intends to focus substantially all of its resources on the commercialization and sales of Plastenna and Electriplast technologies. As a result, the Company will not be devoting any of its resources on the further research, development and commercialization of the other technologies in which it has an interest. The Company's business strategy focuses on leveraging its intellectual property rights on its antenna technologies, its strengths in antenna design, material innovation, and an understanding of the wireless marketplace. The Company is not in the manufacturing business and does not expect to make any capital purchases of a manufacturing plant or significant equipment in the next twelve months. The Company will be relying on contract manufacturers to produce the antenna products. The Company is focusing its marketing efforts through to the end of calendar 2004 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. The Company anticipates spending approximately $250,000 over the next twelve months on ongoing research and development of the different applications and uses of its antenna technologies. During the next twelve months, the Company does not anticipate increasing its staff. To date, the Company has relied on loans from management and management's ability to raise capital through debt and equity private placement financings to fund its operations. During the past two fiscal years, the majority of financing was completed pursuant to an equity line of credit with the Swartz Private Equity, LLC ("Swartz"). Pursuant to the terms of an Investment Agreement with Swartz (executed in May 2000), the Company, in its sole discretion and subject to certain restrictions, periodically sold ("Put") shares of common stock to Swartz. The Company received net proceeds of $102,356 from a Put of 81,885 shares to Swartz during the fiscal year ended June 30, 2001. The Company received net proceeds of $954,582 from Puts totaling 775,975 shares to Swartz during the year ended June 30, 2002. The Investment Agreement terminated in May 2003. In November 2002, the Company completed a private placement with eight investors and sold 1,684,000 shares of its common stock at $.50 per share and warrants to purchase 842,000 shares of its common stock within two years at an exercise price of $.75 per share. Aggregate proceeds from the sale of the common stock was $842,000. In connection with the offering, the Company agreed to use its best efforts to register the shares of common stock (including the shares underlying the warrants) for resale by the investors within 180 days after the close of the offering. 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. In connection with the offering, the Company agreed to use its best efforts to register the shares of common stock (including the shares underlying the warrants) for resale by the investors within 180 days after the close of the offering. The Company does not currently have adequate funds available to fund its operations over the next twelve months. If the Company does not earn adequate revenues to sufficiently fund operations during this time period, the Company will attempt to raise capital through the sale of its securities. There can be no assurance, however, that market conditions will permit the Company to raise sufficient funds or that additional financing will be available when needed or on terms acceptable to the Company. ITEM 3. CONTROLS AND PROCEDURES Based on their most recent evaluation, which was completed 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. 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. In connection with the offering, the Company agreed to use its best efforts to register the shares of common stock (including the shares underlying the warrants) for resale by the investors within 180 days after the close of the offering. The transaction did not involve any public offering, no sales commissions were paid and a restrictive legend was placed on each certificate evidencing the shares. The Company believes that the transaction was exempt from registration pursuant to Section 4(2) and Section 4(6) of the Securities Act and/or Rule 506 of Regulation D. In September 2003, the Company issued 37,500 shares of restricted common stock in connection with a settlement of a legal dispute with Joffre J. Rolland, Jr. and Robyn Rolland, pursuant to a mutual release executed in August 2003. The transaction did not involve any public offering, no sales commissions were paid and a restrictive legend was placed on each certificate evidencing the shares. The Company believes that the transaction was exempt from registration pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D. ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None. ITEM 5. OTHER INFORMATION - None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. Exhibit 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).) 3 10.13 Employment Agreement between Integral and William S. Robinson dated July 1, 2002. (Incorporated by reference to Exhibit 10.13 of Integral's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2002.) 10.14 Employment Agreement between Integral and William A. Ince dated July 1, 2002. (Incorporated by reference to Exhibit 10.13 of Integral's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2002.) 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. 4 SIGNATURES In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INTEGRAL TECHNOLOGIES, INC. By: /s/ William S. Robinson ---------------------------------------------- William S. Robinson, Chairman, Chief Executive Officer, Treasurer and Director By: /s/ William A. Ince ---------------------------------------------- William A. Ince, President, Secretary, Chief Financial Officer and Director Date: November 14, 2003 5 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).) 10.13 Employment Agreement between Integral and William S. Robinson dated July 1, 2002. (Incorporated by reference to Exhibit 10.13 of Integral's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2002.) 10.14 Employment Agreement between Integral and William A. Ince dated July 1, 2002. (Incorporated by reference to Exhibit 10.13 of Integral's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2002.) 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).