form10q.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

FOR THE QUARTERLY PERIOD ENDED March 31, 2009.

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

FOR THE TRANSITION FROM _______ TO ________.

COMMISSION FILE NUMBER 0-28353

INTEGRAL TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	98-0163519
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

805 W. Orchard Drive, Suite 7, Bellingham, Washington 98225

(Address of principal executive offices) (Zip Code)

Issuer's telephone number: (360) 752-1982

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o	Smaller reporting company T

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS

DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant 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 o No o

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 May 15, 2009, there were 50,305,769 outstanding shares of the Registrant's Common Stock, $0.001 par value.

INTEGRAL TECHNNOLOGIES, INC.

MARCH 31, 2009 QUARTERLY REPORT ON FORM 10-Q

			Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements

INTEGRAL TECHNOLOGIES, INC.
	(A Development Stage Company)
	Consolidated Financial Statements
	March 31, 2009
	(U.S. Dollars)
	(Unaudited)

	Consolidated Balance Sheets	F-1

	Consolidated Statement of Operations	F-2

	Consolidated Statement of Stockholders’ Equity	F-3

	Consolidated Statement of Cash Flows	F-4

	Notes to Consolidated Financial Statements	F-5

Item 2.	Management’s Discussion and Analysis and Results of Operations		1
Item 3.	Quantitative and Qualitative Disclosure About Market Risk		3
Item 4T.	Controls and Procedures		3

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings		3
Item 1A.	Risk Factors		3
Item 2.	Unregistered Sales of Equity 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		4
Item 6.	Exhibits		4
SIGNATURES			5

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INTEGRAL TECHNOLOGIES, INC.

(A Development Stage Company)

Consolidated Balance Sheet

(Unaudited)

(US Dollars)

	March 31,				June 30,
	2009				2008

Assets

Current
Cash		$	839,529		$	1,104,104
Prepaid expenses			13,435			30,575

Total Assets		$	852,964		$	1,134,679

Liabilities

Current
Accounts payable and accruals		$	625,993		$	707,848

Total Current Liabilities			625,993			707,848

Stockholders’ Equity

Preferred Stock and Paid-in Capital in Excess of $0.001 Par Value
20,000,000 Shares authorized
308,538 (June 30, 2008 - 308,538) issued and outstanding			308,538			308,538
Common Stock and Paid-in Capital in Excess of $0.001 Par Value
50,000,000 Shares authorized
50,305,769 (June 30, 2008 - 45,704,969) issued and outstanding			30,439,046			29,219,711
Promissory Notes Receivable			(29,737	)		(29,737	)
Subscriptions Received			0			276,500
Other Comprehensive Income			46,267			46,267
Deficit Accumulated During the Development Stage			(30,537,143	)		(29,394,448	)

Total Stockholders’ Equity			226,971			426,831

Total Liabilities and Stockholders’ Equity		$	852,964		$	1,134,679

See notes to consolidated financial statements.

F-1

Table of Contents

INTEGRAL TECHNOLOGIES, INC.

(A Development Stage Company)

Consolidated Statement of Operations

(Unaudited)

(US Dollars)

													Period from
													February 12,
													1996
	Three Months Ended						Nine Months Ended						(Inception) to
	March 31,						March 31,						March 31,
	2009			2008			2009			2008			2009

Revenue	$	0		$	0		$	0		$	0		$	249,308
Cost of Sales		0			0			0			0			216,016
		0			0			0			0			33,292
Other Income		1,829			11,435			7,882			52,996			864,978
		1,829			11,435			7,882			52,996			898,270
Expenses
Legal and accounting		64,971			64,127			206,694			220,680			4,346,489
Salaries and benefits		129,000			140,999			433,558			429,260			9,535,650
Consulting		63,287			67,500			194,369			204,139			6,458,771
General and administrative		18,162			24,309			52,785			75,794			1,165,425
Travel and entertainment		9,613			28,975			41,070			75,992			1,344,416
Bank charges and interest, net		254			3,516			2,690			3,773			204,888
Rent		10,145			12,196			32,588			34,771			477,088
Telephone		6,784			6,853			20,103			22,600			454,405
Advertising		0			0			1,591			0			332,861
Research and development		43,234			53,317			153,549			185,260			1,394,452
Settlement of lawsuit		0			0			0			0			45,250
Remuneration pursuant to proprietary, non-competition agreement		0			0			0			0			711,000
Financing fees		0			0			0			0			129,043
Write-off of investments		0			0			0			0			1,250,000
Interest on beneficial conversion feature		0			0			0			0			566,455
Write-down of license and operating assets		0			0			0			0			1,855,619
Bad debts (recovery)		0			0			0			(6,009	)		46,604
Amortization		0			0			0			0			324,386
		345,450			401,792			1,138,997			1,246,260			30,642,802
Net Loss for Period	$	(343,621	)	$	(390,357	)	$	(1,131,115	)	$	(1,193,264	)	$	(29,744,532	)

Loss Per Share	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.03	)

Weighted Average
Number of Common
Shares Outstanding		47,705,871			45,519,969			46,832,273			45,518,914

See notes to consolidated financial statements.

F-2

Table of Contents

INTEGRAL TECHNOLOGIES, INC.

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

(US Dollars)

	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
Shares Issued for
Past services (note 2(a))		100,000		60,500		0		0		0			(46,500	)		0		0			14,000
Shares issued		4,500,800		1,125,200		0		0		0			(230,000	)		0		0			895,200
Dividends on preferred shares		0		0		0		0		0			0			0		(11,580	)		(11,580	)
Stock option compensation		0		33,635		0		0		0			0			0		0			33,635
Net loss for period		0		0		0		0		0			0			0		(1,131,115	)		(1,131,115	)

Balance, March 31, 2009		50,305,769	$	30,439,046		308,538	$	308,538	$	(29,737	)	$	0		$	46,267	$	(30,537,143	)	$	226,971

See notes to consolidated financial statements.

F-3

Table of Contents

INTEGRAL TECHNOLOGIES, INC.

(A Development Stage Company)

Consolidated Statement of Cash Flows

(Unaudited)

(US Dollars)

							Period from
							February 12,
							1996
	Nine Months Ended						(Inception) to
	March 31,						March 31,
	2009			2008			2009
Operating Activities
Net loss	$	(1,131,115	)	$	(1,193,264	)	$	(29,744,532	)
Items not involving cash
Write-down of investment		0			0			1,250,000
Proprietary, non-competition agreement		0			0			711,000
Amortization		0			0			349,941
Other income		0			0			(658,305	)
Consulting services and financing fees		14,000			0			1,537,783
Stock option compensation		33,635			0			5,747,929
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		17,140			3,540			(13,435	)
Other		0			0			(2,609	)
Accounts payable and accruals		(93,435	)		3,829			887,413
Cash Used in Operating Activities		(1,159,775	)		(1,185,895	)		(17,648,910	)
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 Used in Investing Activities		0			0			(2,455,244	)
Financing Activities
Redemption of preferred shares		0			0			(50,000	)
Repayment of loan		0			0			(11,000	)
Repayments to stockholders		0			0			(91,283	)
Proceeds from issuance of common stock		895,200			208,995			19,095,670
Advances from stockholders		0			0			1,078,284
Share issue cost		0			0			(227,420	)
Subscriptions received		0			0			1,398,365
Proceeds from convertible debentures		0			0			600,000
Cash Provided by Financing Activities		895,200			208,995			20,897,416
Effect of Foreign Currency Translation on Cash		0			0			46,267
Inflow (Outflow) of Cash		(264,575	)		(976,900	)		839,529
Cash, Beginning of Period		1,104,104			2,240,356			0
Cash, End of Period	$	839,529		$	1,263,456			839,529

See notes to consolidated financial statements.

F-4

Table of Contents

INTEGRAL TECHNOLOGIES, INC.

(A Development Stage Company)

Notes to Consolidated Financial Statements

Nine Months Ended March 31, 2009

(Unaudited)

(US 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, 2008 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 March 31, 2009 and June 30, 2008 and the consolidated results of operations and cash flows for the three and nine-months ended March 31, 2009 and 2008. The results of operations for the three and nine-months ended March 31, 2009 and 2008 are not necessarily indicative of the results to be expected for the entire fiscal year.

2.	STOCKHOLDERS’ EQUITY

(a)

Common stock

During the nine-month period ended March 31, 2009, the Company issued 50,000 shares as consideration for consulting services. These shares were recorded at a value of $14,000 representing the market value of the shares at the date when the shares were to be issued.

During the nine-month period ended March 31, 2009, the Company issued 50,000 shares as consideration for consulting services. These shares were recorded as subscriptions received during the year ended June 30, 2008 at a value of $46,500 representing the market value of the shares at the date when the shares were to be issued.

During the nine-month period ended March 31, 2009, the Company received $1,125,200 for issuance of 4,500,800 units, each unit consisting of one share of common stock at $0.25 per share and one warrant at $0.001 per share. Each warrant entitles the holder to purchase one share of common stock on or before December 31, 2010 at an exercise price of $0.50 per share.

F-5

Table of Contents

INTEGRAL TECHNOLOGIES, INC.

(A Development Stage Company)

Notes to Consolidated Financial Statements

Nine Months Ended March 31, 2009

(Unaudited)

(US Dollars)

2.	STOCKHOLDERS’ EQUITY (Continued)

(b)

Stock options

The following table summarizes the Company's stock option activity for the nine-month period ended March 31, 2009:

						Weighted
						Average
	Number			Price		Exercise
	of Options			Per Share		Price

Balance, June 30, 2008		3,720,000		$	0.50 to $ 2.75	$	1.31
Granted during the period		0		$	0.00	$	0.00
Expired		(350,000	)	$	1.00 to $2.75	$	2.25
Exercised		0		$	0.00	$	0.00

Balance, March 31, 2009		3,370,000		$	0.50 to $ 2.25	$	1.21

The following summarizes the options outstanding and exercisable, which were fully vested at these dates:

			Number of Options
	Exercise		March 31,		June 30,
Expiry Date	Price		2009		2008

August 31, 2009	$	0.65 to $ 1.16		855,000		855,000
November 15, 2009	$	1.00		100,000		100,000
March 23, 2009	$	1.00		0		100,000
March 30, 2009	$	2.75		0		250,000
June 30, 2010	$	0.50		1,000,000		1,000,000
June 30, 2010	$	2.25		1,000,000		1,000,000
December 31, 2010	$	1.00		415,000		415,000

Total outstanding	$	0.50 to $ 2.25		3,370,000		3,720,000
Total exercisable	$	0.50 to $ 2.25		3,276,250		3,626,250

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Table of Contents

INTEGRAL TECHNOLOGIES, INC.

(A Development Stage Company)

Notes to Consolidated Financial Statements

Nine Months Ended March 31, 2009

(Unaudited)

(US Dollars)

2.	STOCKHOLDERS’ EQUITY (Continued)

(c)

Stock purchase warrants

The following table summarizes the Company's stock purchase warrant activity for the nine-month period ended March 31, 2009:

						Weighted
						Average
	Number			Price		Exercise
	of Warrants			Per Share		Price

Balance, June 30, 2008		400,269		$	2.00	$	2.50
Issued		4,500,800		$	0.50	$	0.50
Expired		(400,269	)	$	2.50	$	2.50

Balance, March 31, 2009		4,500,800		$	0.50	$	0.50

The following stock purchase warrants were outstanding:

			Number of Warrants
	Exercise		March 31,		June 30,
Expiry Date	Price		2009		2008

September 15, 2008	$	2.50		0		400,269
December 31, 2010	$	0.50		4,500,800		0

(d)

Stock based compensation

During the nine-month period ended March 31, 2009, the Company extended the expiry date of 955,000 options. These options have been re-measured resulting in $33,635 additional compensation expense recognized in the period, $15,531 is included as part of salaries and benefits and $18,104 is included as part of consulting fees.

The fair value of each option grant is calculated using the following weighted average assumptions:


Expected life (years)	1
Interest rate	3.87	%
Volatility	84.24	%
Dividend yield	0.00	%
Forfeiture rate	0.00	%

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS

Statements contained herein that are not historical facts are forward-looking statements. 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-Q. Except for the historical information contained herein, the discussion in this Form 10-Q 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-Q should be read as being applicable to all related forward-looking statements wherever they appear in this Form 10-Q. Our actual results could differ materially from those discussed here.

To date we have recorded nominal revenues. We are still considered a development stage company for accounting purposes. From inception on February 12, 1996 through March 31, 2009, we have accrued an accumulated deficit of approximately $30.5 million.

At March 31, 2009, all of our assets were current assets of $852,964 consisting of cash of $839,529 and prepaid expenses of $13,435. All of our property and equipment has been fully depreciated.

At March 31, 2009, all of our liabilities were current liabilities of $625,993, consisting of accounts payable and accruals. Of this amount, payables for legal fees (including associated filing fees) related to patent filings accounted for approximately $535,000 of the total.

At March 31, 2009, total stockholder’s equity was $226,971.

For the Three Months Ended March 31, 2009 compared to the Three Months Ended March 31, 2008

Our net loss for the quarter ended March 31, 2009, was $343,621, compared to a net loss of $390,357 for the corresponding period of the prior fiscal year, a decrease of $46,736 which was primarily a result of a reduction in general and administrative expenses of $6,147, travel and entertainment expenses of $19,362 and a reduction of research and development costs of $10,083.

Total expenses for the quarter ended March 31, 2009, was $345,450 compared to total expenses of $401,792 for the corresponding period of the prior fiscal year a reduction of $56,342 which was primarily a result of a reduction in general and administrative expenses of $6,147, travel and entertainment expenses of $19,362 and a reduction of research and development costs of $10,083.

Total income for the quarter ended March 31, 2009, was comprised of “other income” of $1,829 compared to “other income” of $11,435 for the corresponding period of the prior fiscal year, a decrease of $9,606. The category of “other income” consists of interest income and nominal license fees.

Consulting expenses during the quarter ended March 31, 2009, were $63,287 which included non-cash, issuance of shares in consideration for consulting services in the amount of $14,000 representing the market value of the shares at the date when the shares were to be issued. In the corresponding period of the prior fiscal year, consulting expenses were $67,500, which included non-cash, stock based compensation charges of $nil.

Salaries and benefits expenses during the quarter ended March 31, 2009, were $129,000 which included non-cash, stock based compensation charges (for the extension of the expiry date of options) of $nil. In the corresponding period of the prior fiscal year, salaries and benefits expenses were $140,999, which included non-cash, stock based compensation charges of $nil.

Research and development costs of $43,234 during the quarter ended March 31, 2009, are attributable to refining the manufacturing process of our ElectriPlast™ material. In the corresponding period of the prior fiscal year, the amount expensed under this category was $53,317.

For the Nine Months Ended March 31, 2009 compared to the Nine Months Ended March 31, 2008

Our net loss for the nine months ended March 31, 2009, was $1,131,115, compared to a net loss of $1,193,264 for the corresponding period of the prior fiscal year, a modest decrease of $62,149.

Total expenses for the nine months ended March 31, 2009, was $1,138,997 compared to total expenses of $1,246,260 for the corresponding period of the prior fiscal year a reduction of $107,263 which was primarily a result of a reduction in general and administrative expenses of $23,009, travel and entertainment expenses of $34,922 and a reduction of research and development costs of $31,711.

Total income for the nine months ended March 31, 2009, was comprised of “other income” of $7,882 compared to “other income” of $52,996 for the corresponding period of the prior fiscal year, a decrease of $45,114. The category of “other income” consists of interest income and nominal license fees.

Consulting expenses during the nine months ended March 31, 2009, were $194,369 which included non-cash, stock based compensation charges (for the extension of the expiry date of options) of $18,104 and issuance of shares in consideration for consulting services in the amount of $14,000 representing the market value of shares at the date the shares were to be issued. . In the corresponding period of the prior fiscal year, consulting expenses were $204,139, which included non-cash, stock based compensation charges of $nil.

Salaries and benefits expenses during the nine months ended March 31, 2009, were $433,558 which included non-cash, stock based compensation charges (for the extension of the expiry date of options) of $15,531. In the corresponding period of the prior fiscal year, salaries and benefits expenses were $429,260, which included non-cash, stock based compensation charges of $nil.

Research and development costs of $153,549 during the nine months ended March 31, 2009, are attributable to refining the manufacturing process of our ElectriPlast™ material. In the corresponding period of the prior fiscal year, the amount expensed under this category was $185,260.

For the nine months ended March 31, 2009, our cash used in operating activities was $1,159,775 compared to $1,185,895 used in the corresponding period of the prior fiscal year a decrease of $26,120.

For the nine months ended March 31, 2009, our cash provided by financing activities was $895,200 compared to $208,995 provided in the corresponding period of the prior fiscal year. The difference of $686,205 was due to subscriptions received during the nine months ended March 31, 2009, for the private placement of equity securities in the amount of $895,200.

We anticipate spending up to approximately $250,000 over the next twelve months on ongoing research and development (primarily salaries and consulting fees) of the different applications and uses of our technologies.

During the next twelve months, we do not anticipate increasing our staff.

Since inception we have funded our operations through capital fundraising and loans from management.

As of March 31, 2009, we had $839,529 in cash on hand. Accordingly, management believes that there is adequate cash on hand to fund operations over the next 4 months and additional equity funding will be required thereafter.

We are not in the manufacturing business and do not expect to make any capital purchases of a manufacturing plant or significant equipment in the next twelve months.

Presently, we are focusing the majority of our resources on the researching, developing and commercializing of our ElectriPlast™ technologies. Our business strategy focuses on leveraging our intellectual property rights and our strengths in product design and material innovation. We are focusing our marketing efforts on securing licensing agreements for applications of our ElectriPlast™ technologies with manufacturers of products which would benefit from the incorporation of any of the ElectriPlast™ applications.

ElectriPlast™ is an innovative, electrically-conductive resin-based material. The ElectriPlast™ polymer is a compounded formulation of resin-based materials, which are conductively loaded, or doped, with a proprietary-controlled, balanced concentration of micron conductive materials, then pelletized. The conductive loading or doping within this pellet is then homogenized using conventional molding techniques and conventional molding equipment. The end result is a product that can be molded into any of the infinite shapes and sizes associated with plastics and rubbers, and is non-corrosive, but which is as electrically conductive as if it were metal.

Various examples of applications for ElectriPlast™ are shielding, lighting circuitry, switch actuators, resistors, medical devices, thermal management and cable connector bodies, to name just a few. We have been working to introduce these new applications and the ElectriPlast™ technology to the marketplace.

Patents/Trademarks on Technologies

Our intellectual property portfolio consists of over eleven years of accumulated research and design knowledge and trade secrets. We have sought U.S. patent protection for many of our ideas related to our ElectriPlast™ technologies. Currently, we have filed 119 U.S. patent applications, 42 of which have been issued and 77 of which have been filed and are pending approval minus 40 which have been rejected to date. No assurances can be given that all patent applications will be approved; however, to the extent that patents are not granted, we will continue to attempt to commercialize these technologies without the protection of patents. As patents are issued, we will have the exclusive right to use in the U.S. the design(s) described in each issued patent for the 18-year life of the patent.

Certain patent office applications have been rejected by the patent office due to more stringent requirements implemented by the patent office over 18 months ago. The Company has elected not to appeal those patent application rejected as the contents of those rejected applications have been incorporated into subsequent applications.

Recent developments in the law increase the challenge of obtaining US patent protection. In particular, the Supreme Court’s decision in KSR v. Teleflex (2007) makes it easier for the USPTO to sustain obviousness rejections. As a result, the USPTO is now more likely to reject applications by combining elements from the prior art – even where no motivation to combine can be shown in the art references. This new approach affects all applicants, including Integral Technologies, Inc., and has reduced the rate of patent issues. Nevertheless, Integral Technology, Inc., continues to pursue intellectual property protection through its patent and trademark portfolio while constantly evaluating its filings to judiciously apply resources to the most critical technologies.

We have also filed trademark applications with the U.S. Trademark Office for “ElectriPlast™” and related names such as “ElectriPonix™” and “ElectriOnix™.

Summary descriptions of our manufacturing agreement with Jasper Rubber Products, Inc. and our various patent license agreements are included in our annual report on Form 10-KSB for the year ended June 30, 2008.

We have also filed trademark applications with the U.S. Trademark Office for “ElectriPlast™” and related names such as “ElectriPonix™” and “ElectriOnix™.

We are not in the manufacturing business. Our manufacturing agreement with Jasper Rubber Products, Inc. provides for Jasper to manufacture ElectriPlast™ for us.

After twenty-three months of refining the manufacturing and molding process of ElectriPlast™, the Jasper facility is now capable of producing over 50,000 pounds of ElectriPlast™ pellets per month. We have entered into patent license agreements with several companies, as summarized below, and we are in the process of producing prototypes of requested applications of ElectriPlast™ for these companies as well as other prospective customers.

In addition to its manufacturing capabilities, Jasper has a distribution network throughout the US and Canada, allowing for ElectriPlast™ to be introduced to prospective customers and delivered to customers.

We anticipate that our technologies will not be sold directly to the general public, but rather to businesses and manufacturers who will incorporate our technologies as components in the design of their products.

During the nine months ended March 31, 2009, the Company extended the expiration date of 955,000 options.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

ITEM 4T. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Pursuant to Rule 13a-15(b) under the Exchange Act the Company carried out an evaluation with the participation of the Company’s management, including William S. Robinson, our Chief Executive Officer (“CEO”) and William A. Ince, our Company’s Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the period ended March 31, 2009. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal controls

Our management, with the participation our Chief Executive Officer and Chief Financial Officer, performed an evaluation as to whether any change in our internal controls over financial reporting occurred during the quarter ended March 31, 2009. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the 2009 quarter ended March 31, 2009 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

OTHER INFORMATION COMPANY CONFIRM OR UPDATE AS NEEDED

ITEM 1 - LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding, nor is our property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of our business. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

ITEM 1A. RISK FACTORS

There have been no material changes from the Risk Factors described in our Annual Report on Form 10-KSB for the fiscal year ended June 30, 2008.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

ITEM 5 - OTHER INFORMATION

31.1		Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act

31.2		Certification by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act

32.1		Certification by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code

32.2		Certification by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DATE: May 15, 2009
	Integral Technologies, Inc.


	By:	/s/ William S. Robinson
		William S. Robinson, Chief Executive Officer
		and Principal Executive Officer

	By:	/s/ William A. Ince
		William A. Ince, Chief Financial Officer and
		Principal Accounting Officer

Date: May 15, 2009

31.1		Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act

31.2		Certification by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act

32.1		Certification by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code

32.2		Certification by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code