UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
Commission file number: 0-28353
INTEGRAL TECHNOLOGIES, INC.
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(Exact name of small business issuer as specified in it charter)
NEVADA 98-0163519
- ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
805 W. ORCHARD DRIVE, SUITE 7, BELLINGHAM, WASHINGTON 98225
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(Address of principal executive offices)
(360) 752-1982
---------------------------
(issuer's telephone number)
805 W. ORCHARD DRIVE, SUITE 3, BELLINGHAM, WASHINGTON 98225
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(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the issuer filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: AS OF NOVEMBER 10, 2004, THE ISSUER
-----------------------------------
HAD40,225,849 SHARES OF $.001 PAR VALUE COMMON STOCK OUTSTANDING.
- -------------------------------------------------------------------------
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
INDEX
PAGE
----
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements. . . . . . . . . . . . . . . . F-1
Item 2. Management's Plan of Operation. . . . . . . . . . . 1
Item 3. Controls and Procedures . . . . . . . . . . . . . . 2
PART 2 - OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . 3
Item 2. Changes in Securities and Use of Proceeds . . . . . 3
Item 3. Defaults upon Senior Securities . . . . . . . . . . 3
Item 4. Submission of Matters to a Vote of Security Holders 3
Item 5. Other Information . . . . . . . . . . . . . . . . . 3
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . 3
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 4
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(U.S. DOLLARS)
==================================================================================================
SEPTEMBER 30, JUNE 30,
2004 2004
==================================================================================================
ASSETS
CURRENT
Cash $ 3,358,964 $ 3,905,773
Prepaid expenses 26,091 26,091
- --------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 3,385,055 3,931,864
PROPERTY AND EQUIPMENT 25,492 31,250
INVESTMENTS 1 1
- --------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 3,410,548 $ 3,963,115
==================================================================================================
LIABILITIES
CURRENT
Accounts payable and accruals $ 367,781 $ 522,337
Due to West Virginia University Research Corporation 397,296 397,296
- --------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 765,077 919,633
- --------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY (DEFICIT)
PREFERRED STOCK AND PAID-IN CAPITAL IN EXCESS OF $0.001 PAR VALUE
20,000,000 Shares authorized
321,038 (June 30, 2004 - 321,038) issued and outstanding 321,038 321,038
COMMON STOCK AND PAID-IN CAPITAL IN EXCESS OF $0.001 PAR VALUE
50,000,000 Shares authorized
40,225,849 (June 30, 2004 - 40,181,849) issued and outstanding 20,252,085 20,197,085
PROMISSORY NOTES RECEIVABLE (66,500) (66,500)
OTHER COMPREHENSIVE INCOME 46,267 46,267
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE (17,907,419) (17,454,408)
- --------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 2,645,471 3,043,482
- --------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,410,548 $ 3,963,115
==================================================================================================
F-1
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(U.S. DOLLARS)
=============================================================================================
PERIOD FROM
FEBRUARY 12,
1996
THREE MONTHS ENDED (INCEPTION) TO
SEPTEMBER 30, SEPTEMBER 30,
2004 2003 2004
=============================================================================================
REVENUE $ 0 $ 676 $ 238,150
COST OF SALES 0 0 216,016
- ---------------------------------------------------------------------------------------------
0 676 22,134
- ---------------------------------------------------------------------------------------------
EXPENSES
Legal and accounting 168,871 54,140 2,254,438
Salaries and benefits 126,637 103,750 4,068,108
Consulting 77,514 125,559 2,769,759
Travel and entertainment 29,166 24,844 905,966
General and administrative 24,874 20,110 654,887
Telephone 8,757 8,315 304,432
Rent 7,232 8,279 294,481
Bank charges and interest, net 189 495 163,418
Advertising 0 0 277,255
Research and development 0 0 1,244,755
Settlement of lawsuit 0 0 45,250
Remuneration pursuant to proprietary,
non-competition agreement 0 0 711,000
Financing fees 0 0 129,542
Write-off of investments 0 0 1,249,999
Interest on beneficial conversion feature 0 0 566,456
Write-down of license and operating assets 0 0 1,855,619
Bad debts 0 0 52,613
Cancellation of debt 0 0 (602,843)
Amortization 5,758 5,758 298,894
- ---------------------------------------------------------------------------------------------
448,998 351,250 17,244,029
- ---------------------------------------------------------------------------------------------
NET LOSS FOR PERIOD $ (448,998) $ (350,574) $(17,221,895)
=============================================================================================
NET LOSS PER COMMON SHARE $ (0.01) $ (0.01)
=============================================================================================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 40,195,538 32,957,330
=============================================================================================
See notes to consolidated financial statements.
F-2
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
(U.S. DOLLARS)
=======================================================================================================================
COMMON PREFERRED
STOCK AND STOCK AND
SHARES OF PAID-IN SHARES OF PAID-IN
COMMON CAPITAL PREFERRED CAPITAL PROMISSORY
STOCK IN EXCESS STOCK IN EXCESS NOTES SHARE
ISSUED OF PAR ISSUED OF PAR RECEIVABLE SUBSCRIPTIONS
- -----------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2003 32,923,855 $13,335,752 439,610 $ 439,610 $ (66,500) $ 211,915
SHARES ISSUED FOR
Cash on private placement 6,609,336 6,042,935 0 0 0 (211,915)
Cash on exercise of options 25,000 25,000 0 0 0 0
Settlement of lawsuit 37,500 35,250 0 0 0 0
Services 25,000 21,873 0 0 0 0
Redemption of preferred shares 415,000 415,000 (118,572) (118,572) 0 0
Exercise warrants 288,298 0 0 0 0 0
Shares returned to treasury for
cancellation (142,140) 0 0 0 0 0
Stock option compensation 0 321,275 0 0 0 0
Dividends on preferred shares 0 0 0 0 0 0
Net loss for year 0 0 0 0 0 0
- -----------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2004 40,181,849 20,197,085 321,038 321,038 (66,500) 0
SHARES ISSUED FOR
Services rendered in the prior year 44,000 55,000 0 0 0 0
Dividends on preferred shares 0 0 0 0 0 0
Net loss for period 0 0 0 0 0 0
- -----------------------------------------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2004 40,225,849 $20,252,085 321,038 $ 321,038 $ (66,500) $ 0
=======================================================================================================================
DEFICIT
ACCUMULATED TOTAL
OTHER DURING THE STOCKHOLDERS'
COMPREHENSIVE DEVELOPMENT EQUITY
INCOME STAGE (DEFICIT)
=====================================================================================
BALANCE, JUNE 30, 2003 $ 46,267 $(14,595,116) $ (628,072)
SHARES ISSUED FOR
Cash on private placement 0 0 5,831,020
Cash on exercise of options 0 0 25,000
Settlement of lawsuit 0 0 35,250
Services 0 0 21,873
Redemption of preferred shares 0 (296,428) 0
Exercise warrants 0 0 0
Shares returned to treasury for
cancellation 0 0 0
Stock option compensation 0 0 321,275
Dividends on preferred shares 0 (19,016) (19,016)
Net loss for year 0 (2,543,848) (2,543,848)
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BALANCE, JUNE 30, 2004 46,267 (17,454,408) 3,043,482
SHARES ISSUED FOR
Services rendered in the prior year 0 0 55,000
Dividends on preferred shares 0 (4,013) (4,013)
Net loss for period 0 (448,998) (448,998)
- -------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2004 $ 46,267 $(17,907,419) $ 2,645,471
=====================================================================================
See notes to consolidated financial statements.
F-3
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(U.S. DOLLARS)
===============================================================================================================
PERIOD FROM
FEBRUARY 12,
1996
THREE MONTHS ENDED (INCEPTION) TO
SEPTEMBER 30, SEPTEMBER 30,
2004 2003 2004
===============================================================================================================
OPERATING ACTIVITIES
Net loss $ (448,998) $ (350,574) $ (17,221,895)
Items not involving cash
Write-down of investment 0 0 1,249,999
Proprietary, non-competition agreement 0 0 711,000
Amortization 5,758 5,758 324,449
Extraordinary item 0 0 (602,843)
Consulting services and financing fees 0 40,000 957,273
Stock option compensation 0 0 1,133,483
Interest on beneficial conversion feature 0 0 566,456
Settlement of lawsuit 0 0 60,250
Write-down of license and operating assets 0 0 1,853,542
Bad debts 0 0 77,712
CHANGES IN NON-CASH WORKING CAPITAL
Due from affiliated company 0 0 (116,000)
Notes and account receivable 0 0 (109,213)
Inventory 0 0 (46,842)
Prepaid expenses 0 0 (26,091)
Other 0 0 (2,609)
Accounts payable and accruals (103,569) (43,202) 643,326
Due to West Virginia University Research Corporation 0 0 397,296
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CASH USED IN OPERATING ACTIVITIES (546,809) (348,018) (10,150,707)
- ---------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Purchase of property, equipment and intangible assets 0 0 (200,935)
Assets acquired and liabilities assumed on purchase of subsidiary 0 0 (129,474)
Investment purchase 0 0 (2,000,000)
License agreement 0 0 (124,835)
- ---------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 0 0 (2,455,244)
- ---------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Repayment of loan 0 0 (45,000)
Repayments to stockholders 0 0 (94,046)
Issuance of common stock 0 457,528 14,380,165
Advances from stockholders, net of repayments 0 0 1,078,284
Share issue cost 0 0 (227,420)
Subscriptions received 0 0 226,665
Proceeds from convertible debentures 0 0 600,000
- ---------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY FINANCING ACTIVITIES 0 457,528 15,918,648
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EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH 0 0 46,267
- ---------------------------------------------------------------------------------------------------------------
INFLOW (OUTFLOW) OF CASH (546,809) 109,510 3,358,964
CASH, BEGINNING OF PERIOD 3,905,773 174,210 0
- ---------------------------------------------------------------------------------------------------------------
CASH, END OF PERIOD $3,358,964 $ 283,720 $ 3,358,964
===============================================================================================================
See notes to consolidated financial statements.
F-4
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 2004
(UNAUDITED)
(U.S. DOLLARS)
================================================================================
1. BASIS OF PRESENTATION
These unaudited consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United
States for interim financial information. These financial statements are
condensed and do not include all disclosures required for annual financial
statements. The organization and business of the Company, accounting
policies followed by the Company and other information are contained in the
notes to the Company's audited consolidated financial statements filed as
part of the Company's June 30, 2004 Form 10-KSB.
In the opinion of the Company's management, these consolidated financial
statements reflect all adjustments necessary to present fairly the
Company's consolidated financial position at September 30, 2004 and June
30, 2004 and the consolidated results of operations and the consolidated
statements of cash flows for the three months ended September 30, 2003 and
2004. The results of operations for the three months ended September 30,
2004 are not necessarily indicative of the results to be expected for the
entire fiscal year.
2. STOCKHOLDERS' EQUITY
During the period ended September 30, 2004, the Company extended the expiry
date of 790,000 options. In accordance with FIN 44, this results in a new
measurement of compensation cost. Since both the fair value as well as the
intrinsic value at the new measurement date resulted in a value lower than
the original amount recorded, no additional compensation expense is
required.
F-5
ITEM 2. PLAN OF OPERATION.
Statements contained herein that are not historical facts are
forward-looking statements as that term is defined by the Private Securities
Litigation Reform Act of 1995. Although we believe that the expectations
reflected in such forward-looking statements are reasonable, the forward-looking
statements are subject to risks and uncertainties that could cause actual
results to differ from those projected. We caution investors that any
forward-looking statements made by us are not guarantees of future performance
and that actual results may differ materially from those in the forward-looking
statements. Such risks and uncertainties include, without limitation:
well-established competitors who have substantially greater financial resources
and longer operating histories, regulatory delays or denials, ability to compete
as a start-up company in a highly competitive market, and access to sources of
capital.
The following discussion and analysis should be read in conjunction with
our financial statements and notes thereto included elsewhere in this Form
10-QSB. Except for the historical information contained herein, the discussion
in this Form 10-QSB contains certain forward-looking statements that involve
risks and uncertainties, such as statements of our plans, objectives,
expectations and intentions. The cautionary statements made in this Form 10-QSB
should be read as being applicable to all related forward-looking statements
wherever they appear in this Form 10-QSB. The Company's actual results could
differ materially from those discussed here.
To date the Company has recorded nominal revenues from the sales of
prototypes. The Company is still considered a development stage company for
accounting purposes. From inception on February 12, 1996 through September 30,
2004, the Company has accrued an accumulated deficit of approximately $17.5
million.
The Company's net loss for the quarter ended September 30, 2004 was
$448,998, compared to a net loss of $350,574 in the corresponding period of the
prior fiscal year. The primary expenses during the quarter were salaries
($126,637), consulting fees ($77,514) and legal and accounting ($168,871). Legal
fees were exceptionally high and primarily related to costs associated with
pursuing and maintaining technology patent filings and costs incurred in
defending a lawsuit.
As a result of the commercial interest in the Company's antenna
technologies, the Company presently intends to focus substantially all of its
resources on the commercialization and sales of Plastenna and Electriplast
technologies, and the Company will not be devoting any of its resources on the
further research, development and commercialization of the other technologies in
which it has an interest.
The Company's business strategy focuses on leveraging its intellectual
property rights on its antenna technologies, its strengths in antenna design,
material innovation, and an understanding of the wireless marketplace.
The Company is not in the manufacturing business and does not expect to
make any capital purchases of a manufacturing plant or significant equipment in
the next twelve months. The Company will be relying on contract manufacturers
to produce the antenna products.
The Company is focusing its marketing efforts over the next 12 months on
wireless market segments. The Company's technology will be marketed to
manufacturers of such wireless devices as cellular phones, portable phones,
paging communicators, satellite communications, global positioning systems (GPS)
and wireless based networks. The Company's GPS/LEO antenna is for use in mobile
asset tracking and fleet management, utilizing GPS satellite tracking and low
earth orbit (LEO) satellite data communications to trucking fleets, heavy
equipment, marine vessels, railway cars, shipping containers, transit vehicles,
all via satellite interface communications. Presently, the Company is focusing
all of its resources on the researching, developing and commercializing its
Plastenna and Electriplast technologies.
1
The Company anticipates spending approximately $250,000 over the next
twelve months on ongoing research and development (primarily salaries) of the
different applications and uses of its antenna technologies.
During the next twelve months, the Company does not anticipate increasing
its staff.
To date, the Company has relied on loans from management and management's
ability to raise capital through debt and equity private placement financings to
fund its operations. During the last fiscal year, the Company raised capital
through two private placements by selling common stock and common stock purchase
warrants:
1. In September 2003, the Company completed a private placement with
ten investors and sold 898,336 shares of its common stock at $.75 per share and
warrants to purchase 449,168 shares of its common stock within two years at an
exercise price of $1.00 per share. Aggregate proceeds from the sale of the
common stock was $673,752. Pursuant to the terms of the offering, the Company
filed a registration statement to register the shares of common stock (including
the share of common stock underlying the warrants), for resale by the investors.
2. On January 14, 2004, the Company completed a private placement of its
securities and raised $5,711,000 in gross proceeds. The transaction was
completed pursuant to a Securities Purchase Agreement dated December 26, 2003,
between the Company and Wellington Management Company, LLP, for a private
offering of 57,115 units ("Units") of equity securities, each Unit consisting of
100 shares of common stock (the "Common Stock"), and one warrant (the "Warrant")
convertible into 30 shares of Common Stock, at a purchase price of $100.00 per
Unit. Wellington Management Company, LLP acted as an investment advisor on
behalf of eleven institutional investors. By mutual agreement with the
Investors, closing occurred on January 14, 2004. Each Warrant may be exercised
in whole or in part at any time, and from time to time, during the period
commencing on April 30, 2004 and expiring on December 31, 2009, and entitles the
holder to receive shares of common stock for no additional consideration.
Pursuant to the Securities Purchase Agreement, the Company filed a registration
statement to register the shares of common stock (including the share of common
stock underlying the Warrants), for resale by the investors. Wells Fargo
Securities, LLC, served as placement agent for the Company and was paid a fee of
six percent of the gross proceeds raised from the offering.
As a result of the private placement financing that was completed in
January 2004, the Company will have adequate funds available to fund its
operations over the next twelve months.
ITEM 3. CONTROLS AND PROCEDURES
Based on their most recent evaluation, which was completed as of the end of the
period covered by this periodic report on Form 10-QSB, the Company's Chief
Executive Officer and Chief Financial Officer believe the Company's disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) are
effective to ensure that information required to be disclosed by the Company in
this report is accumulated and communicated to the Company's management,
including its principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure. During the
fiscal quarter to which this report relates, there were no significant changes
in the Company's internal controls or other factors that could significantly
affect these controls subsequent to the date of their evaluation and there were
no corrective actions with regard to significant deficiencies and material
weaknesses.
2
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There have been no material developments in the pending legal proceeding
previously described in the Company's periodic reports.
ITEM 2. CHANGES IN SECURITIES - None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None.
ITEM 5. OTHER INFORMATION - None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) List of Exhibits.
Exhibit No. Description
- ----------- -----------
3.1 Articles of Incorporation, as amended and currently in effect.
(Incorporated by reference to Exhibit 3.1 of Integral's
registration statement on Form 10-SB (file no. 0-28353) filed
December 2, 1999.)
3.2 Bylaws, as amended and restated on December 31, 1997.
(Incorporated by reference to Exhibit 3.2 of Integral's
registration statement on Form 10-SB (file no. 0-28353) filed
December 2, 1999.)
10.12 Integral Technologies, Inc. 2001 Stock Plan dated January 2,
2001, as amended December 17, 2001. (Incorporated by reference to
Exhibit 10.12 of Integral's registration statement on Form S-8
(file no. 333-76058).)
10.15 Integral Technologies, Inc. 2003 Stock Plan dated April 4, 2003
(Incorporated by reference to Exhibit 10.15 of Integral's
registration statement on Form S-8 (file no. 333-104522).)
10.16 Securities Purchase Agreement dated December 26, 2003, between
the Registrant and Wellington Management Company, LLP.
(Incorporated by reference to Exhibit 10.16 of Integral's Current
Report on Form 8-K dated January 14, 2004 (filed January 28,
2004).)
10.17 Form of Common Stock Purchase Warrant related to the offering of
securities described in Exhibit 10.16. (Incorporated by reference
to Exhibit 10.17 of Integral's Current Report on Form 8-K dated
January 14, 2004 (filed January 28, 2004).)
31.1 Section 302 Certification by the Corporation's Chief Executive
Officer. (Filed herewith).
31.2 Section 302 Certification by the Corporation's Chief Financial
Officer. (Filed herewith).
32.1 Section 906 Certification by the Corporation's Chief Executive
Officer. (Filed herewith).
32.2 Section 906 Certification by the Corporation's Chief Financial
Officer. (Filed herewith).
(b) Reports on Form 8-K - None.
3
SIGNATURES
In accordance with the requirements of the Exchange Act, the Company caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INTEGRAL TECHNOLOGIES, INC.
By: /s/ William S. Robinson
------------------------------------------
William S. Robinson, Chairman, Chief
Executive Officer, Treasurer and Director
By: /s/ William A. Ince
------------------------------------------
William A. Ince, President, Secretary,
Chief Financial Officer and Director
Date: November 15, 2004
4
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.1 Articles of Incorporation, as amended and currently in effect.
(Incorporated by reference to Exhibit 3.1 of Integral's
registration statement on Form 10-SB (file no. 0-28353) filed
December 2, 1999.)
3.2 Bylaws, as amended and restated on December 31, 1997.
(Incorporated by reference to Exhibit 3.2 of Integral's
registration statement on Form 10-SB (file no. 0-28353) filed
December 2, 1999.)
10.12 Integral Technologies, Inc. 2001 Stock Plan dated January 2,
2001, as amended December 17, 2001. (Incorporated by reference to
Exhibit 10.12 of Integral's registration statement on Form S-8
(file no. 333-76058).)
10.15 Integral Technologies, Inc. 2003 Stock Plan dated April 4, 2003
(Incorporated by reference to Exhibit 10.15 of Integral's
registration statement on Form S-8 (file no. 333-104522).)
10.16 Securities Purchase Agreement dated December 26, 2003, between
the Registrant and Wellington Management Company, LLP.
(Incorporated by reference to Exhibit 10.16 of Integral's Current
Report on Form 8-K dated January 14, 2004 (filed January 28,
2004).)
10.17 Form of Common Stock Purchase Warrant related to the offering of
securities described in Exhibit 10.16. (Incorporated by reference
to Exhibit 10.17 of Integral's Current Report on Form 8-K dated
January 14, 2004 (filed January 28, 2004).)
31.1 Section 302 Certification by the Corporation's Chief Executive
Officer. (Filed herewith).
31.2 Section 302 Certification by the Corporation's Chief Financial
Officer. (Filed herewith).
32.1 Section 906 Certification by the Corporation's Chief Executive
Officer. (Filed herewith).
32.2 Section 906 Certification by the Corporation's Chief Financial
Officer. (Filed herewith).