UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934
                    For the fiscal year ended June 30, 2002

[ ]  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.
--------------------------------------------------------------------------------
          (Name of small business issuer as specified in its 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)                    (Zip Code)

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

Securities registered under Section 12(b) of the Exchange Act:  None
                                                                ----

Securities registered under Section 12(g) of the Exchange Act:  Common Stock
                                                                ------------

     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 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 [ ]

     Check  if  there  is no disclosure of delinquent filers in response to Item
405  of  Regulation S-B is not contained in this form, and no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [ ]

     State  issuer's  revenues  for  its  most  recent  fiscal  year.  $27,686.
                                                                       -------

     As  of  September  30, 2002, the aggregate market value of the voting stock
held  by  non-affiliates,  approximately  26,905,196 shares of Common Stock, was
approximately  $18.8  million  based  on an average of the bid and ask prices of
approximately  $0.70  per  share  of  Common  Stock  on  such  date.

     The  number  of  shares outstanding of the issuer's Common Stock, $.001 par
value, as of September 30, 2002 was 30,787,562 shares.

     DOCUMENTS  INCORPORATED  BY  REFERENCE:     None.

     Transitional Small Business Disclosure Format (check one):

     Yes  [ ];  No  [X]


<PAGE>
                                     PART I
                                     ------

               CAUTIONARY STATEMENT IDENTIFYING IMPORTANT FACTORS
                THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO
            DIFFER FROM THOSE PROJECTED IN FORWARD LOOKING STATEMENTS

     Readers of this document and any document incorporated by reference herein,
are advised that this document and documents incorporated by reference into this
document  contain  both  statements  of  historical  facts  and  forward looking
statements.  Forward  looking  statements  are  subject  to  certain  risks  and
uncertainties,  which  could cause actual results to differ materially for those
indicated  by  the  forward  looking  statements.  Examples  of  forward looking
statements  include,  but are not limited to (i) projections of revenues, income
or  loss,  earning  or  loss per share, capital expenditures, dividends, capital
structure and other financial items, (ii) statements of the plans and objectives
of  the  Company  or  its  management  or  Board  of  Directors,  including  the
introduction  of  new  products,  or  estimates  or  predictions  of  actions by
customers, suppliers, competitors or regulatory authorities, (iii) statements of
future economic performance, and (iv) statements of assumptions underlying other
statements  and  statements  about  the  Company  or  its  business.

     This  document  and  any  documents  incorporated  by reference herein also
identify important factors which could cause actual results to differ materially
from  those  indicated  by  forward  looking  statements.  These  risks  and
uncertainties include price competition, the decisions of customers, the actions
of  competitors,  the  effects  of government regulation, possible delays in the
introduction  of  new products and services, customer acceptance of products and
services,  the  Company's  ability  to  secure  debt  and/or equity financing on
reasonable  terms,  and  other  factors  which  are  described  herein and/or in
documents  incorporated  by  reference  herein.

     The  cautionary  statements  made above and elsewhere by the Company should
not  be  construed  as  exhaustive or as any admission regarding the adequacy of
disclosures  made  by  the  Company.  Forward  looking statements are beyond the
ability  of  the Company to control and in many cases the Company cannot predict
what  factors  would  cause results to differ materially from those indicated by
the  forward  looking  statements.


ITEM  1.  DESCRIPTION  OF  BUSINESS.
------------------------------------

BUSINESS  DEVELOPMENT
---------------------

     Integral Technologies, Inc. ("Integral," the "Company" or the "Registrant")
is  a  development  stage  company,  incorporated under the laws of the State of
Nevada  on  February  12,  1996.  To  date,  Integral,  directly and through its
subsidiaries,  has  expended  its  resources  on the research and development of
several  different  types  of  technologies.

     Presently,  Integral  is focusing substantially all of its resources on the
researching, developing and commercializing of new antenna technologies directly
and  through  its  wholly-owned  subsidiary,  Antek  Wireless,  Inc.

EMPLOYEES
---------

     Integral  and  its  subsidiaries  currently employ a total of 5 people on a
full-time  basis. Research and development activities are conducted primarily by
two  employees.  However,  Integral  also  relies  on  the  expertise of several
technical  advisors  who are consulted as needed on a part-time, contract basis.

SUBSIDIARIES
------------

                        SUBSIDIARY - ANTEK WIRELESS, INC.
                        ---------------------------------

     Antek  Wireless, Inc. ("Antek"), a wholly-owned subsidiary of Integral, was
incorporated  in  the State of Delaware on November 2, 1999 as NextAntennas.Com,
Inc.  The change of name to Antek became effective July 7, 2000.  Antek develops
and  commercializes  new  antenna  technologies.  The  focus of Antek will be to


                                        1
<PAGE>
continue  to develop and commercialize new antenna technologies designed to meet
the  needs  of  the  wireless  telecommunications  industry.

                                Antenna Products

     The  Company  expects to now be able to focus its marketing efforts through
to  the  end  of  calendar  2003  on  two  primary wireless market segments. The
Company's  Plastenna  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.

Plastenna

     The  Company  has  developed  and  prototyped a new antenna technology. The
pioneering aspect of the Plastenna technology is that it opens the doors to vast
new  horizons  in antenna design and manufacturing processes. The combination of
the  Company's  proprietary  recipe  of conductive materials, and a selection of
resins  from  various resin suppliers results in a covert moldable antenna, that
can  become  part  of  the  shell  or case of any wireless device, be it phones,
radios, or even body parts of vehicles, or new designs for conventional antennas
as  we  know  them  today.  Our research indicates that the Plastenna technology
vastly  improves  design  flexibility,  increases  signal  performance,  reduces
manufacturing  costs,  and  shows  a  marked  reduction  in  power  consumption.

GPS/LEOS  Antenna

     Integral  has  recently finalized the development of a "ruggedized" GPS/LEO
antenna,  measuring only 13.25 inches by 9.90 inches, and .870 inches in height.
The  term  "ruggedized" is used to describe the durability of this antenna, that
is  to  say  it  can withstand the elements and yet endure significant shock and
vibration  effects.  This  antenna is for use in mobile asset tracking and fleet
management,  utilizing  GPS  satellite  tracking  and  LEO  satellite  data
communications  to  trucking  fleets,  heavy  equipment, marine vessels, railway
cars,  shipping  containers,  transit  vehicles,  all  via  satellite  interface
communications.

     Integral continues to advance to the next stage of the commercialization of
its  proprietary  antenna  technologies.  The  Company's  Plastenna  and GPS/LEO
antenna  technologies  are  currently undergoing pilot projects with a number of
wireless  companies  around  the  world.

Flat  Panel  Antennas

     The Comapny has also been developing several new flat panel antenna designs
for  use  in  different  wireless  technology  markets.

Patents  on  Antenna  Technologies
----------------------------------

     Integral  has completed a patent review of the antenna technologies and has
filed  eight  U.S.  patent applications, five of which are currently provisional
patents,  one is pending approval, and two have been approved. No assurances can
be  given  that all patent applications will be approved; however, to the extent
that patents are not granted, Integral will continue to attempt to commercialize
these  technologies  without  the  protection of patents. As patents are issued,
Integral  will have the exclusive right to use in the U.S. the antenna design(s)
described  in  each  issued  patent  for  the  18-year  life  of  the  patent.

     The  Company's intellectual property portfolio consists of over seven years
of  accumulated  research  and  design  knowledge  and trade secrets relating to
antenna  design  &  components  as  well as proprietary manufacturing processes.


                                        2
<PAGE>
Product  Manufacturing  and  Distribution
-----------------------------------------

     The  Company  is  not in the manufacturing business.  The Company relies on
third-party  manufacturing  companies  to  manufacture  antenna  products.

     The  Company's  antenna  products  will not be sold directly to the general
public,  but rather to businesses and manufacturers who will use the antennas in
their  products.

Barriers  to  Entry  into  Market  Segment
------------------------------------------

     In  the  antenna  market, Integral will be competing with other established
antenna  providers that are much larger and better capitalized than Integral. In
order  to  compete,  management  believes  that  Integral  must  demonstrate  to
potential  users that its antenna products have an advantage over other antennas
on  the  market  in  terms  of  performance  and  cost.

                    SUBSIDIARY - EMERGENT TECHNOLOGIES CORP.
                    ----------------------------------------

     Emergent  Technologies  Corp. ("Emergent") was incorporated in the State of
West  Virginia  on  September  29,  1995  for  the  purpose  of  developing  the
Contrawound  Toroidal  Helical  Antenna  ("CTHA")  for  commercialization  to
government  and/or  military  applications  worldwide.  Emergent's  rights  to
commercialize  the  CTHA  technology is limited to these applications.  Integral
owns  a  76.625%  equity  interest  in  Emergent.

     The  CTHA  technology  was  created  at  the Center for Industrial Research
Applications  ("CIRA"),  a  research  center  run  by  West  Virginia University
Research  Corporation  ("WVURC"),  which  is  a  subsidiary  of  West  Virginia
University  ("WVU").

     Integral  does  not intend to pursue further development of CTHA technology
and  is  focusing  its  research  and  development  resources  on  other antenna
technologies.

                    SUBSIDIARY - INTEGRAL VISION SYSTEMS INC.
                    -----------------------------------------

     Integral  Vision  Systems Inc.  ("Integral Vision") was incorporated in the
State  of  West  Virginia  on  January 20, 1994, for the purpose of researching,
developing  and  commercializing  certain  2D  and  3D  Color  Machine  Vision
technology.  This  technology  was created at the Center for Industrial Research
Applications  ("CIRA"),  a  research  center  run  by  West  Virginia University
Research  Corporation  ("WVURC"),  which  is  a  subsidiary  of  West  Virginia
University  ("WVU").  Integral  owns  100%  of  Integral  Vision.

     Integral  does  not  intend  to pursue further development of the 2D and 3D
Color  Machine  Vision  technology  and is focusing its research and development
resources  on  antenna  technologies.

   TECHNOLOGY UNDER LICENSE DIRECTLY BY INTEGRAL - RF PLASMA INJECTION SYSTEM
   --------------------------------------------------------------------------
                                (NEW SPARK PLUG)
                                ----------------

     Integral  has  directly  (rather  than  through  subsidiaries) acquired the
rights  to  commercialize  the  RF  Plasma  Ignition  System  technology,  This
technology  was  created  at  the  Center  for  Industrial Research Applications
("CIRA"), a research center run by West Virginia University Research Corporation
("WVURC"),  which  is  a  subsidiary  of  West  Virginia  University  ("WVU).

     Integral  does  not  intend  to pursue further development of the RF Plasma
Ignition  System  technology  and  is  focusing  its  research  and  development
resources  on  antenna  technologies.


              INVESTMENT AGREEMENT WITH SWARTZ PRIVATE EQUITY, LLC
              ----------------------------------------------------

     On  May  11,  2000,  the Company entered into an Investment Agreement and a
Registration  Rights  Agreement  with  Swartz  Private  Equity,  LLC ("Swartz").
Pursuant  to the terms of the Investment Agreement, the Company may, in its sole


                                        3
<PAGE>
discretion and subject to certain restrictions, periodically sell ("Put") shares
of  its common stock for up to $25,000,000 to Swartz, beginning on the effective
registration  of  such Put shares and continuing for a period of thirty-six (36)
months  thereafter.  The  Investment  Agreement  allows the Company to choose to
sell  common  stock  to  Swartz  at times which it decides is advantageous.  The
Investment Agreement is not a debt instrument.  Any Put exercised by the Company
is  a  sale  of  common  stock  and  not  a  loan.

PUT  RIGHTS.  An  advance  put  notice  must be delivered to Swartz at least ten
business  days  prior  to  the  date that the Company intends to sell the common
stock  to Swartz.  The advance put notice must state the put date as well as the
number  of shares of common stock that the Company intends to put to Swartz.  At
the  Company's  option,  the  notice may also state a minimum purchase price per
share  which  cannot  be greater than 80% of the closing bid price of its common
stock  on  the  date  of  the  advance  put  notice.

     After  the  registration  statement  is  declared  effective, the number of
shares  of common stock sold to Swartz in a put may not exceed the lesser of (i)
the  maximum  put  amount  set  forth  in the Company's Advance Put Notice; (ii)
$2,000,000  worth  of  common stock; (iii) 15% of the aggregate reported trading
volume  of  the Company's common stock, excluding block trades of 20,000 or more
shares  of  its  common stock, during the 20 business days after the date of the
Company's  put  notice,  excluding  any  trading  days in which the common stock
trades  below  a  minimum  price,  if any, that the Company specifies in its put
notice; (iv) 15% of the aggregate daily reported trading volume of the Company's
common  stock,  excluding  block  trades  of 20,000 or more shares of its common
stock,  during  the  20  business  days  before the put date; or (v) a number of
shares  that,  when  added  to the number of shares acquired by Swartz under the
investment  agreement  during  the  31 days preceding the put date, would exceed
9.99%  of  the  Company's total number of shares of common stock outstanding (as
calculated  under  Section  13(d)  of  the  Securities  Exchange  Act  of 1934).

PUT PRICE.  The purchase price for the Put Shares will be equal to the lesser of
the  Market  Price  for  such  Put minus $.25 or 91% of the Market Price (lowest
closing bid price for the Common Stock on the principal market during the twenty
day pricing period following the date of the Put Notice), but in no event can it
be less than our designated minimum put share price, if any, as set forth in the
Advance  Put  Notice.

PURCHASE  WARRANTS.  At  the  time of each Put, Swartz will be issued a Purchase
Warrant which will give the holder the right to purchase up to ten percent (10%)
of the number of Put shares issued to Swartz in that Put.  Each Purchase Warrant
will  be  exercisable at a price equal to 110% of the Market Price for such put.
Each  Purchase  Warrant  will be immediately exercisable and will terminate on a
date  which is five years after the date of issuance.  The terms of the Purchase
Warrants  allow  for  a  non-cash exercise (so long as the shares underlying the
warrants  are  not  registered pursuant to an effective registration statement).
Each  Purchase Warrant contain a reset provision, whereby the exercise price may
be  lowered to 110% percent of the five-day average of the Market Price on every
six-month  anniversary of the issuance date.  The shares underlying the Purchase
Warrants  are  registered  pursuant  to  the  registration  statement.

COMMITMENT  WARRANTS.  In  partial consideration of the Investment Agreement, we
issued warrants to Swartz (the "Commitment Warrants") to purchase 495,000 shares
of  our  Common  Stock.  Each  Commitment Warrant is immediately exercisable and
terminates  five  years  after  the  date  of issuance.  Each Commitment Warrant
contain  a  reset  provision,  whereby the exercise price may be lowered to 110%
percent  of  the  five-day  average  of  the  Market  Price  on  every six-month
anniversary of the issuance date.  The shares underlying the Commitment Warrants
are registered pursuant to the registration statement.  As of June 30 ,2002, the
adjusted  exercise  price  of  the  Commitment  Warrants  is  $.50  per  share.

SHORT  SALES.  Swartz  and  its affiliates are prohibited from engaging in short
sales  of our Common Stock unless they have received a Put Notice and the amount
of  shares  involved  in  a  short  sale  does  not  exceed the number of shares
specified  in  the  Put  Notice.


                                        4
<PAGE>
CANCELLATION  OF  PUTS.  The Company must cancel a particular put if between the
date  of  the  advance  put  notice  and  the  last  day  of the pricing period:

-    The  Company  discovers  an  undisclosed  material  fact  relevant  to  a
     shareholder's  investment  decision;

-    the registration statement registering resales of the Common Shares becomes
     ineffective;  or

-    shares  are  delisted  from  the  then  primary  exchange.

The  pricing period for that Put shall end as of the preceding business day, and
the  Put  shall  remain  effective  for  the  shortened  pricing  period.

NON-USAGE  FEE.  If the Company has not put a minimum of $1,000,000 in aggregate
Put  Dollar  Amount  during  any six month period of time during the term of the
Investment Agreement, the Company will be required to pay Swartz a non-usage fee
equal to the difference of $100,000 minus 10% of the aggregate Put Dollar Amount
of the Put Shares put to Swartz during such six month period.  In the event that
the  Company delivers a termination notice to Swartz or an automatic termination
occurs,  the  Company  must  pay  Swartz  a  termination  fee the greater of the
non-usage  fee for the applicable period or the difference of $200,000 minus 10%
of  the  aggregate  Put Dollar Amount of the Put Shares put to Swartz during all
Puts  to  such  date.  The  accrued  non-usage  fees  as  of  August 9, 2002 are
$104,542.

SHAREHOLDER  APPROVAL.  The  Company  may issue more than 20% of our outstanding
shares.  If  the Company becomes listed on the Nasdaq Small Cap Market or Nasdaq
National Market, then it must get shareholder approval to issue more than 20% of
its  outstanding  shares.  Since  the  Company  is  currently  a  bulletin board
company,  it  does  not  need  shareholder  approval.

TERMINATION  OF  INVESTMENT AGREEMENT.  The Company may also terminate its right
to  initiate  further  puts  or  terminate the Investment Agreement by providing
Swartz with notice of such intention to terminate; however, any such termination
will  not  affect any other rights or obligations the Company has concerning the
Investment  Agreement  or  any  related  agreement.

RESTRICTIVE  COVENANTS.  During  the  term of the Investment Agreement and for a
period  of  six  months  thereafter,  the  Company  is  prohibited  from certain
transactions.  These  include the issuance of any equity securities in a private
transaction,  or  any  debt  in  a  private transaction which are convertible or
exercisable into shares of Common Stock at a price based on the trading price of
the Common Stock.  The Company is also prohibited from entering into any private
equity  line  type  agreements  similar  to  the  Investment  Agreement  without
obtaining  Swartz's  prior  written  approval.

RIGHT  OF FIRST REFUSAL.  Swartz has a right of first refusal to purchase equity
securities  offered  by  the  Company  in  a  private  transaction  or  any debt
securities  in  a private transaction which closes on or prior to six (6) months
after  the  termination  of  the  Investment  Agreement.

SWARTZ'S RIGHT OF INDEMNIFICATION.  The Company is obligated to indemnify Swartz
(including  their  stockholders, officers, directors, employees and agents) from
all  liability  and losses resulting from any misrepresentations or breaches the
Company  made  in  connection  with  the  Investment Agreement, its Registration
Rights  Agreement  and  other  related agreements or the registration statement.

REGISTRATION  STATEMENT.  As  required  under  the Registration Rights Agreement
with  Swartz,  in  July 2000, the Company filed a registration statement on Form
SB-2  to  register  for  resale shares of its common stock by Swartz and certain
other  selling  shareholders  who  had  similar  registration  rights.  The
registration  statement  was  declared  effective  by  the  U.S.  Securities and
Exchange  Commission  on  August  9,  2000.  Subsequently,  the  Company filed a
post-effective  amendment  to the registration statement, which became effective
on  November  28,  2001.


                                        5
<PAGE>
ITEM  2.  DESCRIPTION  OF  PROPERTY.
------------------------------------

     Neither  the  Company  nor  its  subsidiaries  own  any real property.  The
Company  and its subsidiaries lease office space in Vancouver, B.C., Canada, and
Bellingham,  Washington.


ITEM  3.  LEGAL  PROCEEDINGS.
-----------------------------

     On  August  9,  2000,  the  Company  filed  a  Petition for Order to Compel
Arbitration  against Joffre Rolland in the District Court of Clark County, State
of  Nevada.  The  purpose of the Petition for Order to Compel Arbitration was to
require  Joffre  Rolland, a former employee, to arbitrate employment issues that
had arisen under contracts he had entered into with the Company.  On November 3,
2000,  the Nevada State Court ordered Joffre Rolland to arbitrate the dispute in
the  State  of  Nevada.  Instead  of arbitrating as required by the Nevada State
Court  Order,  Joffre  Rolland  and  Robin  Rolland  (the "Rollands") filed suit
against the Company and its subsidiary, Emergent Technologies Corp. ("Emergent")
(for  a  description  of  Emergent,  see  Part  I,  Item  1,  Page  3 Subheading
"Subsidiary  -  Emergent  Technologies  Corp."),  in October 2000 in the Circuit
Court  of  Harrison  County, West Virginia.  The Company filed a petition in the
U.S. District Court, District of Nevada, for an order compelling arbitration. On
June  6, 2001, the U.S. District Court in Nevada ordered the dispute between the
parties  be  arbitrated  in  Nevada, and that the action pending before the West
Virginia  State  Court  be  stayed  pending  completion of the arbitration.  The
parties  have  commenced  the  process  of  arbitration.

     The  Rollands' claims allege: (1) Breach of Employment Contract; (2) Breach
of  Contract;  (3)  Fraud;  and  (4)  Failure  to Provide Health Insurance.  The
Rollands  further  claim that during Mr. Rolland's employment he was entitled to
certain  compensation,  including  royalty  payments  for  purportedly inventing
specific  antenna  technologies, the right to stock options and health insurance
coverage.  Both  the  Company and Emergent believe that the Rollands' claims are
frivolous and without merit.  Both the Company and Emergent vigorously deny that
the  Rollands'  are owed for any damages whatsoever, in particular Mr. Rolland's
claim  that  he  invented a "Dual-Disk Antenna" and a "Planar Antenna Comprising
Two  Joined Conducting Regions With Coax" while employed at Emergent and that he
is  entitled  to  approximately $18 million in "royalties" based on hypothetical
sales  (that  never  occurred),  when in fact those specific antennas, which are
unrelated  to any of the Company's current antenna technologies, were never even
produced,  marketed  or  sold by the Company or Emergent due to their failure to
meet  performance  criteria  and  were  ultimately  abandoned.


ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.
----------------------------------------------------------------------

     No  matters  were submitted to a vote of security holders during the fourth
quarter  of  the  fiscal  year  ended  June  30,  2002.


                                        6
<PAGE>
                                     PART II

ITEM  5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
-------------------------------------------------------------------

(a)     Market  Information

     There  is a limited public market for the common stock of the Company.  The
Company's common stock is quoted on the NASD OTC Bulletin Board under the symbol
"ITKG."

     The following table sets forth the range of high and low bid quotations for
the  Company's  common  stock  on the OTC Bulletin Board for each quarter of the
fiscal  years  ended  June  30,  2001  and  2002.

            Quarter  Ended             Low  Bid       High  Bid
            --------------             --------       ---------

            September 30, 2000          $1.25           $2.593
            December 31, 2000           $0.296          $1.812
            March 31, 2001              $0.359          $1.48
            June 30, 2001               $0.406          $0.60

            September 30, 2001          $0.32           $0.90
            December 31, 2001           $0.48           $1.96
            March 31, 2002              $1.05           $1.84
            June 30, 2002               $0.77           $1.34

     The  source  of  this  information  is  the  OTC  Bulletin  Board and other
quotation  services.  The quotations reflect inter-dealer prices, without retail
markup,  markdown  or  commission  and  may  not  represent actual transactions.

(b)  Holders

     As  of September 12, 2002 there were approximately 161 holders of record of
the  Company's  common stock (this number does not include beneficial owners who
hold  shares  at  broker/dealers  in  "street-name").

(c)  Dividends

     To  date,  the  Company  has not paid any dividends on its common stock and
does  not  expect  to  declare  or pay any dividends on such common stock in the
foreseeable  future.  Payment  of  any  dividends  will be dependent upon future
earnings,  if  any, the financial condition of the Company, and other factors as
deemed  relevant  by  the  Company's  Board  of  Directors.

(d)  Recent  Sales  of  Unregistered  Securities

     Set  forth  below  is  information  regarding  the  issuance  and  sales of
securities  of  the  Company  without  registration within the past three fiscal
years.

     (a)  In  July 1999, the Company issued 50,000 shares of its common stock to
     one  person  for  consulting  services  rendered  to the Company which were
     valued at $13,000. This 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 this transaction
     was  exempt  from  registration  pursuant to Section 4(2) of the Securities
     Act.

     (b)  In  September  1999, the Company issued an aggregate 664,410 shares of
     its Series A Convertible Preferred Stock ("Series A Stock") to its officers
     and  directors.  William  S.  Robinson  received 175,000 shares of Series A
     Stock  in  lieu  of $175,000 in accrued salaries through September 30, 1999
     and 267,197 shares of Series A Stock as repayment of $267,197 in loans made
     to  the  Company. William A. Ince received 175,000 shares of Series A Stock
     in  lieu  of  $175,000  in  accrued salaries through September 30, 1999 and


                                        7
<PAGE>
     47,213  shares  of  Series A Stock in repayment of $47,213 in loans made to
     the  Company.  Messrs.  Robinson  and Ince as officers and directors of the
     Company  are  therefore  considered  accredited  investors under applicable
     securities  laws.  This 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 this transaction
     was  exempt  from  registration  pursuant to Section 4(2) of the Securities
     Act.

     (c)  In  November 1999, the Company issued a total of 405,000 shares of its
     common  stock  to  members  of its employee benefit and consulting services
     plan  who  exercised,  in July and September 1999, their options previously
     granted  under  the  plan.  The  exercise price of the issued shares ranged
     between  $.15 and $.20 per share. One person paid the exercise price in the
     form of services rendered which was valued at $11,250 and the other persons
     paid  the  exercise  price in cash in an aggregate amount of $65,750. These
     transactions  did  not  involve  any  public  offering, the securities were
     issued  under  a  plan  structured  in  compliance  with  Rule  701  of the
     Securities Act, 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 Rule 701 of the
     Securities  Act.

     (d)  In February 2000, the Company issued 50,000 shares of its common stock
     pursuant  to  its  employee  benefit  and  consulting  services plan to one
     person.  The exercise price of the issued shares was $.15 per share and the
     exercise price was paid in cash. The transaction did not involve any public
     offering,  the securities were issued under a plan structured in compliance
     with  Rule  701 of the Securities Act, 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  Rule  701  of  the  Securities  Act.

     (e) In February 2000, the Company issued 200,000 shares of its common stock
     pursuant  to  its  employee  benefit  and  consulting  services plan to one
     person.  The exercise price of the issued shares was $.20 per share and the
     exercise price was paid in cash. The transaction did not involve any public
     offering,  the securities were issued under a plan structured in compliance
     with  Rule  701 of the Securities Act, 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  Rule  701  of  the  Securities  Act.

     (f)  In  March  2000,  the Company issued 87,500 shares of its common stock
     pursuant  to  its  employee  benefit  and  consulting  services plan to one
     person.  The exercise price of the issued shares was $.23 per share and the
     exercise  price  was  paid  in  the form of services rendered and valued at
     $20,125.  The  transaction  did  not  involve  any  public  offering,  the
     securities  were issued under a plan structured in compliance with Rule 701
     of  the  Securities  Act,  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 Rule
     701  of  the  Securities  Act.

     (g)  In  March  2000,  the  Company  completed  a private placement with 10
     investors  and  sold  2,650,000  shares of its common stock and warrants in
     order to purchase 1,325,000 shares of its common stock at an exercise price
     of $1.80 per share. Aggregate proceeds were $3,976,325. 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.

     (h)  In  April  2000, the Company issued 287,500 shares of its common stock
     pursuant  to  its  employee  benefit  and  consulting  services plan to one
     person.  The  exercise price of the shares ranged between $.15 and $.40 per
     share  and the exercise price was paid in the form of services rendered and
     valued at $65,000. The transaction did not involve any public offering, the
     securities  were issued under a plan structured in compliance with Rule 701
     of  the  Securities  Act,  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 Rule
     701  of  the  Securities  Act.


                                        8
<PAGE>
     (i)  In  April  2000,  the Company issued 80,000 shares of its common stock
     pursuant  to  its  employee  benefit  and  consulting  services plan to one
     person.  The  exercise  price  of  the  shares  was  $.20 per share and the
     exercise price was paid in cash. The transaction did not involve any public
     offering,  the securities were issued under a plan structured in compliance
     with  Rule  701 of the Securities Act, 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  Rule  701  of  the  Securities  Act.

     (j)  In  May  2000,  the Company entered into an Investment Agreement and a
     Registration  Rights  Agreement with Swartz Private Equity, LLC ("Swartz").
     Pursuant  to the terms of the Investment Agreement, the Company may, in its
     sole  discretion  and  subject  to  certain restrictions, periodically sell
     ('put")  shares of common stock to Swartz for up to $25,000,000. In partial
     consideration  of the Investment Agreement, the Company issued a Commitment
     Warrants  to  Swartz  to  purchase  495,000 shares of Common Stock for five
     years,  at  an  adjusted  exercise  price  of  $.50  per share. The Company
     believes  that  these transactions are exempt from registration pursuant to
     Section  4(2)  of  the  Securities  Act  and/or  Rule  506 of Regulation D.
     Following  is  a  summary  of  completed  put  transactions  to  date:

<TABLE>
<CAPTION>
                           Price Per    Gross                       Warrant
Put Date     No. Shares      Share     Proceeds   No. Warrants  Exercise Price
                                                                 (as adjusted)
------------------------------------------------------------------------------
<S>         <C>            <C>         <C>        <C>           <C>

09-28-2000         81,885  $     1.25  $  102,356        8,189  $        0.5126

09-26-2001         67,635  $     0.45  $   30,436        6,764  $         0.561

12-12-2001        547,865  $     1.34  $  734,139       54,787  $        1.0406

01-23-2002         51,000  $     1.30  $   66,300        5,100  $         0.814

02-28-2002        109,475  $     1.13  $  123,707       10,948  $         1.188

TOTALS            857,960              $1,056,938       85,788
</TABLE>

     (k)  In  June  2000,  the  Company  issued  135,000  shares pursuant to its
     employee  benefit  and  consulting  services  plan  to  two  individuals in
     consideration  for  two  one  year  promissory notes bearing an 8% interest
     rate.  The exercise price was $.20 per share. One promissory note is in the
     amount  of  $20,000  and  the  other  is  in  the  amount  of $7,500. These
     transactions  did  not  involve  any  public  offering, the securities were
     issued  under  a  plan  structured  in  compliance  with  Rule  701  of the
     Securities Act, no sales commissions were paid and a restrictive legend was
     placed on each certificate evidencing the shares. The Company believes that
     transactions  were  exempt  from  registration  pursuant to Rule 701 of the
     Securities  Act.

     (l)  On  December  28, 2000, the Company issued 20,000 shares of its common
     stock  to  one  person  upon  exercise  of options pursuant to the Employee
     Benefit  and  Consulting Services Compensation Plan. The Company issued the
     shares in consideration for the payment of $3,000. This transaction did not
     involve  any  public  offering,  the  securities  were  issued under a plan
     structured  in  compliance  with  Rule  701 of the Securities Act, 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  Rule 701 of the
     Securities  Act.

     (m)  In  January 2001, the Company issued an aggregate of 517,000 shares of
     its  common  stock  to six persons upon exercise of options pursuant to the
     Employee Benefit and Consulting Services Compensation Plan. The options had
     various exercise prices, ranging from $0.15 to $1.16 per share. The Company
     issued  the  shares  in  consideration  for  an aggregate of $91,500. These
     transactions  did  not  involve  any  public  offering, the securities were
     issued  under  a  plan  structured  in  compliance  with  Rule  701  of the
     Securities  Act,  no  sales commissions were paid, and a restrictive legend
     was  placed on each certificate evidencing the shares. The Company believes
     that  each transaction was exempt from registration pursuant to Rule 701 of
     the  Securities  Act.


                                        9
<PAGE>
     (n) In April 2001, the Company issued 100,000 shares of its common stock to
     one  person  upon  exercise of options pursuant to the Employee Benefit and
     Consulting Services Compensation Plan. The exercise price of the shares was
     $.40  per  share,  and  the exercise price was paid in the form of services
     rendered  (valued  at  $40,000). The transaction did not involve any public
     offering,  the securities were issued under a plan structured in compliance
     with  Rule 701 of the Securities Act, no sales commissions were paid, and a
     restrictive  legend  was  placed on each certificate evidencing the shares.
     Integral  believes  that  the  transaction  was  exempt  from  registration
     pursuant  to  Rule  701  of  the  Securities  Act.

     (o)  In  August  2001, the Company issued an aggregate of 858,500 shares of
     its  common  stock  to  3 persons (including two officers) upon exercise of
     options  pursuant  to  the  Employee  Benefit  and  Consulting  Services
     Compensation  Plan.  The  options had various exercise prices, ranging from
     $0.15 to $.33 per share. The Company issued the shares in consideration for
     an  aggregate  of  $52,305 in cash and $124,200 in lieu of accrued salaries
     payable.  These  transactions  did  not  involve  any  public offering, the
     securities  were issued under a plan structured in compliance with Rule 701
     of  the  Securities  Act, no sales commissions were paid, and a restrictive
     legend  was  placed  on each certificate evidencing the shares. The Company
     believes  that  each  transaction  was exempt from registration pursuant to
     Rule  701  of  the  Securities  Act.

     (p) In September 2001, the Company issued an aggregate of 325,000 shares to
     eight  persons  pursuant  to  the exercise of warrants previously issued in
     connection  with  a private placement in March 2000, for aggregate proceeds
     of  $130,000.  In  August 2001, the exercise price of the warrants had been
     temporarily  reduced  from  $1.80 to $.40 per share through September 2001.
     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.

     (q)  In January 2002, the Company issued 100,000 shares of its common stock
     pursuant  to  its  employee  benefit  and  consulting  services plan to one
     person.  The  exercise  price  of  the  shares  was  $.40 per share and the
     exercise price was paid in cash. The transaction did not involve any public
     offering,  the securities were issued under a plan structured in compliance
     with  Rule  701 of the Securities Act, 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  Rule  701  of  the  Securities  Act.


ITEM  6.  MANAGEMENT'S  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 June 30, 2002, the Company has
accrued  an  accumulated  deficit  of  approximately  $  13  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 antenna products.  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.


                                       10
<PAGE>
     The  Company  expects to now be able to focus its marketing efforts through
to  the  end  of  calendar  2003  on  two  primary wireless market segments. The
Company's  Plastenna  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.

     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").  In  May  2000, the Company entered into an Investment
Agreement  with  Swartz.  Pursuant to the terms of the Investment Agreement, the
Company  may,  in  its  sole  discretion  and  subject  to certain restrictions,
periodically  sell  ("Put")  shares  of  common  stock  to  Swartz  for  up  to
$25,000,000.  Pursuant  to  the terms of the Investment Agreement, the Put share
price  will be determined and paid to the Company twenty business days after the
date  of the Put. The terms of the Investment Agreement are more fully described
in  Item  1  (Description of Business) under the subsection entitled "Investment
Agreement with Swartz Private Equity, LLC." 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  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 pursuant to the
Investment  Agreement  with  Swartz.  There  can  be no assurance, however, that
market  conditions will permit the Company to raise sufficient funds pursuant to
the  Investment  Agreement  with  Swartz  or  that  additional financing will be
available  when  needed  or  on  terms  acceptable  to  the  Company.

Other  Material  Developments

     In  July  2000,  the  Company  executed  a  Stock  Purchase  Agreement with
Continental  Divide  Robotics,  Inc.  ("CDRI")  related  to the acquisition of a
minority  interest in CDRI.  CDRI has developed certain proprietary hardware and
software  systems  that  use  the  radio-navigation,  satellite-based  Global
Positioning  System  to  track  individuals  on  a  real-time  basis.

     Pursuant  to  the  agreement, the Company invested $1.25 million dollars to
acquire  20.33% of the outstanding common stock of CDRI. Because the Company has
no  influence  or  control  over  CDRI,  and  no ability to exercise significant
influence  over  CDRI,  the Company's investment has been recorded at cost using
the  cost  method.

     CDRI  is  a privately held company and there is no public market for CDRI's
common  stock. CDRI has a working capital deficiency and has sustained continued
significant  operating  losses.  Because  of  the Company's lack of control over
CDRI,  lack  of  information  concerning the business prospects of CDRI, lack of
information  concerning  the ability of CDRI to continue as a going concern, and
lack  of  liquidity  for  the  Company's  investment  in  CDRI,  the Company has
written-down  its  investment  in CDRI from $1,250,000 to a nominal value of $1.
This decision is made in consideration of the foregoing, and in order to conform
with  generally  accepted accounting principles. However, CDRI remains an active
business  entity,  possesses proprietary technology, and continues to market its
technology.  The  Company  has  no  current information to suggest that the CDRI
technology  or  the business opportunity for such technology has been negatively
impacted.  The  Company  continues  to  retain  its  ownership position in CDRI.


                                       11
<PAGE>
ITEM  7.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA.
---------------------------------------------------------

     The  information  required  by Item 7 and an index thereto commences on the
index  to  the  financial  statements,  which  page  follows  this  page.


ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
--------------------------------------------------------------------------------
FINANCIAL  DISCLOSURE.
---------------------

     None.


                                       12
<PAGE>



INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)

CONSOLIDATED  FINANCIAL  STATEMENTS
JUNE  30,  2002  AND  2001
(U.S.  DOLLARS)




INDEX                                                                    PAGE
-----                                                                    ----

REPORT OF INDEPENDENT ACCOUNTANTS                                         F-1

FINANCIAL STATEMENTS

Consolidated Balance Sheets                                               F-2

Consolidated Statements of Operations                                     F-3

Consolidated Statements of Stockholders' Equity (Deficit)               F-4-F-6

Consolidated Statements of Cash Flows                                     F-7

Notes to Consolidated Financial Statements                              F-8-F-24


<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS


TO  THE  DIRECTORS  AND  STOCKHOLDERS  OF
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)

We  have  audited  the  accompanying  consolidated  balance  sheets  of Integral
Technologies,  Inc.  (A  Development Stage Company) as of June 30, 2002 and 2001
and  the related consolidated statements of operations, stockholders' equity and
cash  flows  for  each  of  the years ended June 30, 2002, 2001 and 2000 and the
cumulative totals for the development stage of operations from February 12, 1996
(inception)  through  June  30,  2002.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our audits.  The financial
statements  of  Integral  Technologies,  Inc. from February 12, 1996 (inception)
through June 30, 1996 were audited by other auditors whose report dated November
20,  1996,  expressed  an  unqualified opinion on those statements.  Our opinion
insofar  as it relates to the cumulative totals for development stage operations
from February 12, 1996 (inception) through June 30, 1996, is based solely on the
report  of  the  other  auditors.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform an audit to obtain reasonable assurance whether the financial statements
are  free  of  material  misstatement.  An  audit  includes examining, on a test
basis,  evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement presentation.  We believe that our audits and the report of
the  other  auditors  provide  a  reasonable  basis  for  our  opinion.

In  our  opinion, based on our audit and the report of the other auditors, these
consolidated  financial statements present fairly, in all material respects, the
consolidated  financial position of the Company as at June 30, 2002 and 2001 and
the  consolidated  results  of its operations and its cash flows for each of the
years  ended  June  30,  2002,  2001  and 2000 and the cumulative totals for the
development  stage of operations from February 12, 1996 (inception) through June
30,  2002  in  conformity  with  accounting principles generally accepted in the
United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in note 2 to the
consolidated  financial  statements,  the  Company has minimal capital resources
available  and  has  incurred  substantial losses to June 30, 2002.  The Company
must  obtain  additional  financing  to  meet its cash flow requirements.  These
matters  raise  substantial  doubt  about the Company's ability to continue as a
going  concern.  Management's  plan in regard to these matters is also described
in  note  2.  These financial statements do not include any adjustments that may
result  from  the  outcome  of  these  uncertainties.


"Pannell  Kerr  Forster"

Chartered  Accountants

Vancouver, Canada
September 23, 2002


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2002 AND 2001
(U.S. DOLLARS)

===============================================================================================
                                                                        2002           2001
-----------------------------------------------------------------------------------------------
<S>                                                                 <C>            <C>

ASSETS

CURRENT
  Cash                                                              $    267,795   $    69,556
  Accounts receivable                                                     15,767        27,344
  Inventory                                                                    0        46,842
  Prepaid expenses                                                        15,093           165
-----------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                     298,655       143,907
PROPERTY AND EQUIPMENT (note 4)                                           78,583        89,566
INVESTMENTS (note 5)                                                           1     1,250,000
-----------------------------------------------------------------------------------------------

TOTAL ASSETS                                                        $    377,239   $ 1,483,473
===============================================================================================

LIABILITIES

CURRENT
  Accounts payable and accruals (note 8)                            $    657,107   $   746,530
  Due to West Virginia University Research
    Corporation (note 10(a))                                             397,296       397,296
  Customer deposits                                                       13,232        13,232
-----------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                              1,067,635     1,157,058
-----------------------------------------------------------------------------------------------

CONTINGENCIES (note 10)
SUBSEQUENT EVENT (note 11)

STOCKHOLDERS' EQUITY (DEFICIT) (note 6)

PREFERRED STOCK AND PAID-IN CAPITAL IN EXCESS OF $0.001 PAR VALUE
  20,000,000  Shares authorized
     439,610  (2001 - 564,410) Shares issued and
                outstanding (note 6(b))                                  439,610       564,410
COMMON STOCK AND PAID-IN CAPITAL IN EXCESS OF $0.001 PAR VALUE
  50,000,000  Shares authorized
  30,787,562  (2001 - 26,949,062)
               Shares issued and outstanding                          12,116,450     8,900,983
PROMISSORY NOTES RECEIVABLE (note 6(e))                                  (66,500)      (58,500)
SHARE SUBSCRIPTIONS                                                            0        50,000
OTHER COMPREHENSIVE INCOME                                                46,267        46,267
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE                     (13,226,223)   (9,176,745)
-----------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                              (690,396)      326,415
-----------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $    377,239   $ 1,483,473
===============================================================================================
</TABLE>


See notes to consolidated financial statements.


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
CONSOLIDATED  STATEMENTS  OF  OPERATIONS  (DEFICIT)
YEARS ENDED JUNE 30, 2002, 2001 AND 2000 AND PERIOD FROM FEBRUARY 12, 1996 (INCEPTION) THROUGH
JUNE  30,  2002
(U.S.  DOLLARS)

============================================================================================
                                                                               PERIOD FROM
                                                                              FEBRUARY 12,
                                                                                  1996
                                                                               (INCEPTION)
                                              YEARS ENDED JUNE 30,               THROUGH
                                       2002          2001          2000       JUNE 30, 2002
--------------------------------------------------------------------------------------------
<S>                                <C>           <C>           <C>           <C>

REVENUE                            $    27,686   $    15,209   $   172,417   $      215,312
COST OF SALES                           13,468         5,360       197,188          216,016
--------------------------------------------------------------------------------------------

                                        14,218         9,849       (24,771)            (704)
--------------------------------------------------------------------------------------------
EXPENSES
  Remuneration pursuant to
    proprietary, non-competition
    agreement (note 6(a)(i))           711,000             0             0          711,000
  Consulting                           663,795       151,108       282,426        1,710,324
  Salaries                             547,272     1,273,094       454,630        2,789,355
  Legal and accounting                 169,247       390,034       217,336        1,024,518
  Travel and entertainment             122,898       173,242        86,259          649,789
  Financing fees (note 6(a)(ii))       104,542             0             0          104,542
  General and administrative            97,458       115,428        94,679          448,902
  Write-down of license
    and operating assets (note 1)       48,919     1,382,046             0        1,855,619
  Rent                                  34,102        73,578        44,746          221,780
  Telephone                             33,169        45,842        44,468          227,408
  Bad debts                             14,500        48,750         2,568           65,818
  Advertising                           13,348       139,961        24,455          261,895
  Bank charges and
    interest, net                       10,053       (53,971)       13,932          106,357
  Research and development               8,401       171,756       155,250        1,243,521
  Interest on beneficial
    conversion feature                       0             0             0          566,456
  Write-off of investment            1,249,999             0             0        1,249,999
  Depreciation and
    Amortization                        21,706        99,150        91,882          247,072
--------------------------------------------------------------------------------------------
                                     3,850,409     4,010,018     1,512,631       13,484,355
--------------------------------------------------------------------------------------------
LOSS BEFORE EXTRAORDINARY ITEM      (3,836,191)   (4,000,169)   (1,537,402)     (13,485,059)
EXTRAORDINARY ITEM
  Cancellation of debt                       0             0             0          602,843
--------------------------------------------------------------------------------------------

NET LOSS FOR PERIOD                $(3,836,191)  $(4,000,169)  $(1,537,402)  $  (12,882,216)
============================================================================================
LOSS PER COMMON SHARE BEFORE
  EXTRAORDINARY ITEM               $     (0.13)  $     (0.15)  $     (0.07)
EXTRAORDINARY ITEM
  PER COMMON SHARE                        0.00          0.00          0.00
--------------------------------------------------------------------------------------------
NET LOSS PER
  COMMON SHARE                     $     (0.13)  $     (0.15)  $     (0.07)
============================================================================================
WEIGHTED AVERAGE
  NUMBER OF
  COMMON SHARES OUTSTANDING         29,064,780    26,499,533    23,133,541
============================================================================================
</TABLE>


See notes to consolidated financial statements.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
CONSOLIDATED  STATEMENTS  OF  STOCKHOLDERS'  EQUITY  (DEFICIT)
PERIOD  FROM  FEBRUARY  12,  1996  (INCEPTION)  THROUGH  JUNE  30,  2002
(U.S.  DOLLARS)

==========================================================================================================================
                                            COMMON                PREFERRED
                                           STOCK AND              STOCK AND
                                SHARES      PAID-IN    SHARES OF   PAID-IN
                              OF COMMON     CAPITAL    PREFERRED   CAPITAL    PROMISSORY                        OTHER
                                STOCK      IN EXCESS     STOCK    IN EXCESS      NOTES         SHARE        COMPREHENSIVE
                                ISSUED      OF PAR      ISSUED      OF PAR    RECEIVABLE   SUBSCRIPTIONS       INCOME
--------------------------------------------------------------------------------------------------------------------------
<S>                           <C>         <C>          <C>        <C>         <C>          <C>             <C>
SHARES ISSUED FOR
  Cash                         1,000,000  $   10,000           0  $        0  $         0  $            0  $            0
  Property and equipment
    (to officers
    and directors)             1,500,000      15,000           0           0            0               0               0
  Services (provided by
    officers and directors)    2,000,000      20,000           0           0            0               0               0
  Services                     1,500,000      15,000           0           0            0               0               0
Foreign currency
  translation                          0           0           0           0            0               0          (1,226)
Net loss for year                      0           0           0           0            0               0               0
--------------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 1996         6,000,000      60,000           0           0            0               0          (1,226)
SHARES ISSUED FOR
  Cash                         5,086,000     865,514           0           0            0               0               0
  Share issue costs                    0     (48,920)          0           0            0               0               0
  Services                       564,000      63,036           0           0            0               0               0
  Acquisition of subsidiary      100,000     275,000           0           0            0               0               0
Foreign currency
  translation                          0           0           0           0            0               0          12,601
Net loss for year                      0           0           0           0            0               0               0
--------------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 1997        11,750,000   1,214,630           0           0            0               0          11,375
SHARES ISSUED FOR
  Cash                           825,396     650,000           0           0            0               0               0
  Share issue costs                    0     (78,000)          0           0            0               0               0
Foreign currency
  Translation                          0           0           0           0            0               0          24,860
Net loss for year                      0           0           0           0            0               0               0
--------------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 1998        12,575,396  $1,786,630           0  $        0  $         0  $            0  $       36,235
--------------------------------------------------------------------------------------------------------------------------


                                 DEFICIT
                               ACCUMULATED
                               DURING THE         TOTAL
                               DEVELOPMENT    STOCKHOLDERS'
                                  STAGE          EQUITY
------------------------------------------------------------
<S>                           <C>            <C>
SHARES ISSUED FOR
  Cash                        $          0   $       10,000
  Property and equipment
    (to officers
    and directors)                       0           15,000
  Services (provided by
    officers and directors)              0           20,000
  Services                               0           15,000
Foreign currency
  translation                            0           (1,226)
Net loss for year                 (344,843)         (34,843)
------------------------------------------------------------
BALANCE, JUNE 30, 1996            (344,843)        (286,069)
SHARES ISSUED FOR
  Cash                                   0          865,514
  Share issue costs                      0          (48,920)
  Services                               0           63,036
  Acquisition of subsidiary              0          275,000
Foreign currency
  translation                            0           12,601
Net loss for year                 (822,217)        (822,217)
------------------------------------------------------------
BALANCE, JUNE 30, 1997          (1,167,060)          58,945
SHARES ISSUED FOR
  Cash                                   0          650,000
  Share issue costs                      0          (78,000)
Foreign currency
  Translation                            0           24,860
Net loss for year                 (937,373)        (937,373)
------------------------------------------------------------
BALANCE, JUNE 30, 1998        $ (2,104,433)  $     (281,568)
------------------------------------------------------------
</TABLE>


See notes to consolidated financial statements.


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
PERIOD FROM FEBRUARY 12, 1996 (INCEPTION) THROUGH JUNE 30, 2002
(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
------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>         <C>          <C>        <C>         <C>           <C>             <C>

BALANCE, JUNE 30, 1998            12,575,396  $1,786,630           0  $        0  $         0   $            0  $       36,235
SHARES ISSUED FOR
  Cash                               200,000      50,000           0           0            0                0               0
  Exercise of stock options          445,000      80,500           0           0            0                0               0
  Promissory note                  1,683,789     252,568           0           0     (284,068)               0               0
  Settlement of lawsuit              150,000      15,000           0           0            0                0               0
  Services (provided by
    officers and directors)          666,666     100,000           0           0            0                0               0
  Share issue costs                        0    (100,500)          0           0            0                0               0
  Services                           250,000      50,000           0           0            0                0               0
  Conversion of convertible
    Debentures                     3,869,120     525,813           0           0            0                0               0
  Acquisition of subsidiary        1,800,000     619,200           0           0            0                0               0
  Held in escrow                     447,091           0           0           0            0                0               0
  Stock option benefit                     0      70,600           0           0            0                0               0
  Beneficial conversion feature            0     566,456           0           0            0                0               0
Foreign currency translation               0           0           0           0            0                0           8,444
Net loss for year                          0           0           0           0            0                0               0
------------------------------------------------------------------------------------------------------------------------------
BALANCE JUNE 30, 1999             22,087,062   4,016,267           0           0     (284,068)               0          44,679
SHARES ISSUED FOR
  Cash on private placement        2,650,000   3,975,000           0           0            0                0               0
  Exercise of options              1,245,000     256,700           0           0            0                0               0
  Release from escrow                      0      75,558           0           0            0                0               0
  Services                            50,000      13,000           0           0            0                0               0
On settlement of debt                      0           0     664,410     664,410            0                0               0
Stock option benefit                       0      48,256           0           0            0                0               0
Promissory note repayment                  0           0           0           0      225,568                0               0
Foreign currency translation               0           0           0           0            0                0           1,614
Net loss for year                          0           0           0           0            0                0               0
------------------------------------------------------------------------------------------------------------------------------

BALANCE, JUNE 30, 2000            26,032,062  $8,384,781     664,410  $  664,410  $   (58,500)  $            0  $       46,293
==============================================================================================================================


                                     DEFICIT
                                   ACCUMULATED
                                   DURING THE         TOTAL
                                   DEVELOPMENT    STOCKHOLDERS'
                                      STAGE          EQUITY
----------------------------------------------------------------
<S>                               <C>            <C>
BALANCE, JUNE 30, 1998            $ (2,104,433)  $     (281,568)
SHARES ISSUED FOR
  Cash                                       0           50,000
  Exercise of stock options                  0           80,500
  Promissory note                            0          (31,500)
  Settlement of lawsuit                      0           15,000
  Services (provided by
    officers and directors)                  0          100,000
  Share issue costs                          0         (100,500)
  Services                                   0           50,000
  Conversion of convertible
    Debentures                                          525,813
  Acquisition of subsidiary                  0          619,200
  Held in escrow                             0                0
  Stock option benefit                       0           70,600
  Beneficial conversion feature              0          566,456
Foreign currency translation                 0            8,444
Net loss for year                   (1,404,021)      (1,404,021)
----------------------------------------------------------------
BALANCE JUNE 30, 1999               (3,508,454)         268,424
SHARES ISSUED FOR
  Cash on private placement                  0        3,975,000
  Exercise of options                        0          256,700
  Release from escrow                        0           75,558
  Services                                               13,000
On settlement of debt                        0          664,410
Stock option benefit                         0           48,256
Promissory note repayment                    0          225,568
Foreign currency translation                 0            1,614
Net loss for year                   (1,537,402)      (1,537,402)
----------------------------------------------------------------

BALANCE, JUNE 30, 2000            $ (5,045,856)  $    3,991,128
================================================================
</TABLE>


See notes to consolidated financial statements.


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
CONSOLIDATED  STATEMENTS  OF  STOCKHOLDERS'  EQUITY  (DEFICIT)
PERIOD  FROM  FEBRUARY  12,  1996  (INCEPTION)  THROUGH  JUNE  30,  2002
(U.S.  DOLLARS)

==================================================================================================================
                                                 COMMON                  PREFERRED
                                               STOCK AND                 STOCK AND
                                    SHARES      PAID-IN     SHARES OF     PAID-IN
                                  OF COMMON     CAPITAL     PREFERRED     CAPITAL     PROMISSORY
                                    STOCK      IN EXCESS      STOCK      IN EXCESS      NOTES           SHARE
                                    ISSUED       OF PAR       ISSUED      OF PAR      RECEIVABLE    SUBSCRIPTIONS
------------------------------------------------------------------------------------------------------------------
<S>                               <C>         <C>           <C>         <C>          <C>           <C>
BALANCE, JUNE 30, 2000            26,032,062  $ 8,384,781     664,410   $  664,410   $   (58,500)  $            0
SHARES ISSUED FOR
  Private placement                   81,885      112,480           0            0             0                0
  Exercise of options                517,000       91,515           0            0             0                0
  For services                       100,000       40,000           0            0             0                0
  Held in escrow
    (note 6(a)(ii)(b)(i))            218,115            0           0            0             0                0
Stock option benefit                       0      272,207           0            0             0                0
Dividends on preferred
  shares                                   0            0           0            0             0                0
Share subscriptions                        0            0           0            0             0           50,000
Redeemed shares                            0            0    (100,000)    (100,000)            0                0
Foreign currency
  translation                              0            0           0            0             0                0
Net loss for the year                      0            0           0            0             0                0
------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2001            26,949,062    8,900,983     564,410      564,410       (58,500)          50,000
  Proprietary
    non-competition
    agreement (note 6(a)(i))         450,000      711,000           0            0             0                0
  Held in escrow                     700,000            0           0            0             0                0
  Exercise of options              2,263,500      971,200           0            0       (15,000)         (10,000)
  Exercise of warrants               325,000      130,000           0            0             0                0
  Subscriptions                      100,000       40,000           0            0             0          (40,000)
  Stock option compensation                0      415,685           0            0             0                0
  Shares released from
    Escrow                                 0      954,582           0            0             0                0
  Dividends on preferred shares
    shares                                 0            0           0            0             0                0
  Redeemed shares                          0            0    (124,800)    (124,800)            0                0
  Write-off of promissory
    note receivable                        0       (7,000)          0            0         7,000                0
  Net loss for the year                    0            0           0            0             0                0
------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2002            30,787,562  $12,116,450     439,610   $  439,610   $   (66,500)  $            0
==================================================================================================================


                                                      DEFICIT
                                                    ACCUMULATED
                                       OTHER        DURING THE         TOTAL
                                   COMPREHENSIVE    DEVELOPMENT    STOCKHOLDERS'
                                      INCOME           STAGE          EQUITY
---------------------------------------------------------------------------------
<S>                               <C>              <C>            <C>
BALANCE, JUNE 30, 2000            $       46,293   $ (5,045,856)  $    3,991,128
SHARES ISSUED FOR
  Private placement                            0              0          112,480
  Exercise of options                          0              0           91,515
  For services                                 0              0           40,000
  Held in escrow
    (note 6(a)(ii)(b)(i))                      0              0                0
Stock option benefit                           0              0          272,207
Dividends on preferred
  shares                                       0        (30,720)         (30,720)
Share subscriptions                            0              0           50,000
Redeemed shares                                0       (100,000)        (200,000)
Foreign currency
  translation                                (26)             0              (26)
Net loss for the year                          0     (4,000,169)      (4,000,169)
---------------------------------------------------------------------------------
BALANCE, JUNE 30, 2001                    46,267     (9,176,745)         326,415
  Proprietary
    non-competition
    agreement (note 6(a)(i))                   0              0          711,000
  Held in escrow                               0              0                0
  Exercise of options                          0              0          946,200
  Exercise of warrants                         0              0          130,000
  Subscriptions                                0              0                0
  Stock option compensation                    0              0          415,685
  Shares released from
    Escrow                                     0              0          954,582
  Dividends on preferred shares
    shares                                     0        (26,087)         (26,087)
  Redeemed shares                              0       (187,200)        (312,000)
  Write-off of promissory
    note receivable                            0              0                0
  Net loss for the year                        0     (3,836,191)      (3,836,191)
---------------------------------------------------------------------------------
BALANCE, JUNE 30, 2002            $       46,267   $(13,226,223)  $     (690,396)
=================================================================================
</TABLE>


See notes to consolidated financial statements.


                                      F-6
<PAGE>
<TABLE>
<CAPTION>
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2002, 2001 AND 2000 AND PERIOD FROM FEBRUARY 12, 1996
(INCEPTION) THROUGH JUNE 30, 2002
(U.S. DOLLARS)

====================================================================================================================
                                                                                                     PERIOD FROM
                                                                                                  FEBRUARY 12, 1996
                                                                                                     (INCEPTION)
                                                                  YEARS ENDED JUNE 30,                 THROUGH
                                                           2002          2001          2000         JUNE 30, 2002
--------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>           <C>           <C>           <C>
OPERATING ACTIVITIES
  Net loss                                             $(3,836,191)  $(4,000,169)  $(1,537,402)  $      (12,882,216)
  Adjustments to reconcile net loss to
  net cash used by operating activities
    Write-down of investment                             1,249,999             0             0            1,249,999
    Extraordinary item                                           0             0             0             (602,843)
    Proprietary, non-competition
     agreement (note 6(a)(i))                              711,000             0             0              711,000
    Consulting services and financing fees                 254,792        55,389       113,683              671,900
    Depreciation and amortization                           28,983        99,150       104,388              271,358
    Stock option compensation                              415,685       272,207        48,256              806,748
    Interest on beneficial conversion                            0             0             0              566,456
    Settlement of lawsuit                                        0             0             0               15,000
    Write-down of license and operating assets              46,842     1,382,046             0            1,853,542
    Bad debt                                                14,500        48,750         2,568               65,818
  Changes in non-cash working capital
    Due from affiliated company                                  0             0             0             (116,000)
    Notes and accounts receivable                           (2,923)         (453)      174,358             (113,086)
    Inventory                                                    0       (21,842)      (25,000)             (46,842)
    Prepaid expenses                                       (14,928)        5,230        (5,395)             (15,093)
    Deferred revenue                                             0             0        13,232               13,232
    Other                                                        0             0             0               (2,609)
    Accounts payable and accruals                          (95,852)      143,369       236,171              828,199
    Due to West Virginia University
    Research Corporation                                         0             0             0              397,296
--------------------------------------------------------------------------------------------------------------------
NET CASH USED BY OPERATING ACTIVITIES                   (1,228,093)   (2,016,323)     (875,141)          (6,328,141)
--------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Purchase of property, equipment and
    intangibles assets                                           0       (66,401)      (22,995)            (200,935)
  Assets acquired and liabilities assumed
    on purchase of subsidiary                                    0             0             0             (129,474)
  Investment in and advances to affiliated companies             0      (950,000)     (300,000)          (2,000,000)
  License agreements                                             0             0             0             (124,835)
--------------------------------------------------------------------------------------------------------------------
NET CASH USED BY INVESTING ACTIVITIES                            0    (1,016,401)     (322,995)          (2,455,244)
--------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Repayment of loan                                              0       (45,000)            0              (45,000)
  Advances from stockholders                                     0             0             0            1,078,284
  Repayments to stockholders                                     0             0             0              (94,046)
  Subscriptions received                                         0        50,000             0               50,000
  Proceeds from issuance of common stock                 1,426,332       188,606     4,104,575            7,643,095
  Proceeds from convertible debentures                           0             0             0              600,000
  Share issue costs                                              0             0             0             (227,420)
--------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                1,426,332       193,606     4,104,575            9,004,913
--------------------------------------------------------------------------------------------------------------------
EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH                   0           (26)        1,614               46,267
--------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH                                198,239    (2,839,144)    2,908,053              267,795
--------------------------------------------------------------------------------------------------------------------
CASH, BEGINNING OF YEAR                                     69,556     2,908,700           647                    0
--------------------------------------------------------------------------------------------------------------------
CASH, END OF YEAR                                      $   267,795   $    69,556   $ 2,908,700   $          267,795
====================================================================================================================
Supplemental cash flow information (note 7)
</TABLE>


See notes to consolidated financial statements.


                                      F-7
<PAGE>
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
(U.S. DOLLARS)

================================================================================

1.   INCORPORATION  AND  NATURE  OF  OPERATIONS

     The  Company  was  incorporated  under  the  laws of the State of Nevada on
     February 12, 1996 and has its head office in Bellingham, Washington, U.S.A.
     The  Company is in the development stage as more fully defined in Statement
     No.  7  of  the Financial Accounting Standards Board. The Company is in the
     business  of  researching,  developing  and  commercializing  new  antenna
     technologies  directly  and  through  its  wholly-owned  subsidiary  Antek
     Wireless,  Inc.  ("Antek").

     The  Company  will  be  devoting  all  of  its  resources  to the research,
     development  and  commercialization  of  its  antenna  technologies.  As  a
     consequence,  the  value  for  the  license  of  all other technologies was
     written  off  in  2001  for  an  amount  aggregating  $1,382,046.

2.   GOING  CONCERN

     These consolidated financial statements have been prepared by management in
     accordance with generally accepted accounting principles on a going concern
     basis.  This  presumes  funds  will  be  available  to  finance  on-going
     development,  operations  and  capital  expenditures and the realization of
     assets  and  the  payment of liabilities in the normal course of operations
     for  the  foreseeable  future.

     The  Company  has  minimal  capital  resources  presently available to meet
     obligations  which  normally  can  be  expected  to  be incurred by similar
     companies,  has  a  working  capital  deficiency  (an  excess  of  current
     liabilities over current assets) of $768,980 (2001 - $1,013,151) and has an
     accumulated  deficit  during  the  development stage of $13,226,223 (2001 -
     $9,176,745).  These  factors  raise  substantial  doubt about the Company's
     ability  to  continue as a going concern and is dependent on its ability to
     obtain and maintain an appropriate level of financing on a timely basis and
     to  achieve  sufficient  cash  flows  to  cover  obligations  and expenses.
     Management  is  continuously  working  to  obtain  financing  (note 6). The
     outcome  of these matters cannot be predicted. These consolidated financial
     statements  do  not  give  effect  to  any  adjustments  to the amounts and
     classification  of  assets  and liabilities which might be necessary should
     the  Company  be  unable  to  continue  its  operations as a going concern.


                                      F-8
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2002,  2001  AND  2000
(U.S.  DOLLARS)

================================================================================

3.   SIGNIFICANT  ACCOUNTING  POLICIES

     (a)  Principles  of  consolidation

          These  financial  statements  include  the  accounts  of  Integral
          Technologies,  Inc.  (a  development  stage company), its wholly-owned
          subsidiaries, Integral Vision Systems, Inc. ("IVSI") and Antek and its
          76.625%  owned  subsidiary,  Emergent  Technologies Corp. ("ETC"). All
          intercompany  balances  and  transactions  have  been  eliminated.
          Investment  in Continental Divide Robotics, Inc. ("CDRI") is accounted
          for  using  the  cost  method  since the Company exerts no significant
          influence.

     (b)  Inventories

          Inventories  are  stated  at  the  lower  of  cost and market. Cost is
          determined  using  the  first-in-first-out  method.

     (c)  Depreciation

          Depreciation  is  provided using the straight-line method based on the
          following  estimated  useful  lives:

               Machinery,  furniture  and  equipment       -  5 Years
               Computer  hardware  and  software           -  5 Years
               Moulds                                      -  5 Years

          The  Company  reviews  long-term  assets  to determine if the carrying
          amount  is  recoverable  based  on  the  estimate  of future cash flow
          expected  to  result  from  the  use  of  the  asset  and its eventual
          disposition.  If in this determination there is an apparent shortfall,
          the  loss  will  be  recognized  as  a  current  charge to operations.

     (d)  Loss  per  share

          Loss  per  share computations are based on the weighted average number
          of  common  shares  outstanding  during  the  period.  Common  share
          equivalents  consisting  of  stock  options  and  warrants  are  not
          considered  in  the  computation  because  their  effect  would  be
          anti-dilutive.

     (e)  Stock  issued  in  exchange  for  services

          The  valuation  of the common stock issued in exchange for services is
          valued at an estimated fair market value as determined by officers and
          directors  of  the Company based upon other sales and issuances of the
          Company's  common  stock  within  the  same  general  time  period.


                                      F-9
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2002,  2001  AND  2000
(U.S.  DOLLARS)

================================================================================

3.   SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     (f)  Revenue  recognition

          As  the  Company  is  continuing  development  of its technologies, no
          significant  revenues have been earned to date. The Company recognizes
          revenues  at  the  time  of  delivery of the product to the customers.

     (g)  Foreign  currency  translation

          Amounts recorded in foreign currency are translated into United States
          dollars  as  follows:

          (i)  Monetary  assets  and  liabilities  are translated at the rate of
               exchange  in  effect  at  the  balance  sheet  date;  and,

          (ii) Revenues  and  expenses,  at the average rate of exchange for the
               year.

          Gains and losses arising from this translation of foreign currency are
          excluded  from  net  loss for the period and accumulated as a separate
          component  of  stockholders'  equity.

     (h)  Research  and  development

          Research  and  development  expenditures  are charged to operations as
          incurred.

     (i)  Use  of  estimates

          The  preparation of financial statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management  to make estimates and assumptions that affect the reported
          amounts of assets and liabilities and disclosures of contingent assets
          and  liabilities  at  the  date  of  the  financial statements and the
          reported amounts of revenues and expenses during the reporting period.
          Actual  results  could  differ  from  those estimates and would impact
          future  results  of  operations  and  cash  flows.

     (j)  Financial  instruments

          The Company's financial instruments include cash, accounts receivable,
          promissory  notes  receivable,  investments,  accounts  payable  and
          accruals  and  due  to  West  Virginia University Research Corporation
          (note  10(a)).  Unless  otherwise noted, in the opinion of management,
          the  carrying  value of these financial instruments approximates their
          fair  market  values  and  the  Company  is not exposed to significant
          credit,  interest  or  currency  risk.


                                      F-10
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2002,  2001  AND  2000
(U.S.  DOLLARS)

================================================================================

3.   SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     (k)  Income  taxes

          The  Company  uses  the  asset and liability approach in its method of
          accounting for income taxes which requires the recognition of deferred
          tax  liabilities  and  assets  for expected future tax consequences of
          temporary  differences  between the carrying amounts and the tax basis
          of  assets and liabilities. A valuation allowance against deferred tax
          assets  is  recorded if, based upon weighted available evidence, it is
          more  likely than not that some or all of the deferred tax assets will
          not  be  realized.

     (l)  Stock  based  compensation

          The  Company applies APB Opinion No. 25 and related interpretations in
          accounting  for  its employee stock option plans. Compensation expense
          is  recorded  when  options  are granted to management at discounts to
          market.

     (m)  Comprehensive  income  (loss)

          Other  comprehensive  income (loss) includes revenues and expenses and
          unrealized gains and losses that under accounting principles generally
          accepted  in the United States are excluded from net income (loss) and
          are recorded directly as an adjustment to stockholders' equity, net of
          tax.  When  the  unrealised  gains  and  losses  are realized they are
          reclassified  from  other  comprehensive  income  and  included in net
          income. The Company's other comprehensive income (loss) is composed of
          unrealized  gains  and  losses  from  foreign  currency  translation
          adjustments.

     (n)  Recent  accounting  pronouncements

          (i)  In June 2001, the Financial Accounting Standards Board issued FAS
               142,  Goodwill  and  Other  Intangible  Assets.  Under  FAS  142,
               goodwill  and  intangible  assets  with  indefinite  lives are no
               longer  amortized  but  are  reviewed  at  least  annually  for
               impairment.  The  amortization  provisions  of  FAS  142 apply to
               goodwill and intangible assets acquired after June 30, 2001. With
               respect  to goodwill and intangible assets acquired prior to July
               1,  2001, the Company has adopted FAS 142 effective July 1, 2001.
               Application  of  the  non-amortization  provisions of FAS 142 for
               goodwill  did  not  have  any  impact on its financial reporting.


                                      F-11
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2002,  2001  AND  2000
(U.S.  DOLLARS)

================================================================================

3.   SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     (n)  Recent  accounting  pronouncements  (Continued)

          (ii) In  October  2001,  the  FASB  issued  Statement  of  Financial
               Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for  the
               Impairment  or  Disposal  of  Long-Lived  Assets."  SFAS  No. 144
               addresses  significant  issues  relating to the implementation of
               SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
               and  for  Long-Lived  Assets  to  be Disposed Of," and develops a
               single  accounting  model,  based on the framework established in
               SFAS  No.  121  for  long-lived assets to be disposed of by sale,
               whether  such assets are or are not deemed to be a business. SFAS
               No.  144  also  modifies  the accounting and disclosure rules for
               discontinued  operations. The standard will be adopted on July 1,
               2002,  and  is  not  expected  to  have  a material effect on the
               financial  statements.

               In  November  2001, the FASB issued EITF Issue No. 01-14, "Income
               Statement Characterization of Reimbursements Received for 'Out of
               Pocket'  Expenses  Incurred." This guidance requires companies to
               recognize  the  recovery  of reimbursable expenses such as travel
               costs  on service contracts as revenue. These costs are not to be
               netted  as a reduction of cost. This guidance will be implemented
               July 1, 2002. The Company does not expect this guidance to have a
               material  effect  on  the  financial  statements.

         (iii) Beginning  July  1,  2000  the  Company  adopted  SFAS No. 133,
               "Accounting  for  Derivative  Instruments and Hedging Activities"
               ("SFAS No. 133"), and the corresponding amendments under SFAS No.
               138,  "Accounting  for Certain Derivative Instruments and Certain
               Hedging  Activities  - an amendment of SFAS No. 133 ("SFAS 138"),
               establishes  accounting  and  reporting  standards for derivative
               instruments.  It  requires a company to recognize all derivatives
               as  either  assets  or  liabilities in the statement of financial
               position  and  to  measure  those  instruments  at  fair  value.
               Additionally,  the  fair  value  adjustments  will  effect either
               stockholders'  equity  or  net  income  depending  on whether the
               derivative  instrument  qualifies  as  a  hedge  for  accounting
               purposes and, if so, the nature of the hedging activity. Adoption
               of this standard did not change the Company's existing accounting
               policies  or  disclosures.


                                      F-12
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2002,  2001  AND  2000
(U.S.  DOLLARS)

================================================================================

3.   SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     (n)  Recent  accounting  pronouncements  (Continued)

          (iv) In  March  2000  the  Financial Accounting Standards Board issued
               "Interpretation  No.  44,  Accounting  for  Certain  Transactions
               Involving  Stock  Compensation".  Among  other  issues,  this
               interpretation  clarifies:

               (a)  The  definition  of  employee  for  purposes of applying APB
                    Opinion  No.  25.

               (b)  The  criteria  for determining whether a plan qualifies as a
                    non-compensatory  plan.

               (c)  The  accounting  consequence of various modifications of the
                    terms  of  a  previously  fixed  stock  option  award,  and

               (d)  The  accounting for an exchange of stock compensation awards
                    in  a  business  combination.

               In  relation  to  (c) the interpretation states, "if the exercise
               price  of  a fixed stock option award is reduced, the award shall
               be  accounted for as a variable from the date of the modification
               to  the  date  the  award  is exercised, is forfeited, or expired
               unexercised,  the  exercise  price  of  an  option award has been
               reduced  if  the  fair  value of the consideration required to be
               remitted  pursuant  to  the  award's  original  terms."

          (v)  In  March  2000,  the  Emerging Issues Task Force ("EITF") of the
               FASB  reached a consensus on EITF Issue 00-2, "Accounting for Web
               Site Development Costs." This consensus provides guidance on what
               types  of  costs  incurred  to  develop  Web  sites  should  be
               capitalized  or  expensed. The Company adopted this consensus for
               the  year  ended  June  30,  2001.

          (vi) In  September  2000,  the  EITF reached a final consensus on EITF
               Issue  00-10,  "Accounting  for  Shipping  and  Handling Fees and
               Costs."  This  consensus  requires  that  all amounts billed to a
               customer  in a sale transaction related to shipping and handling,
               if  any,  represent  revenue and should be classified as revenue.
               Adoption  of this consensus did not change the Company's existing
               accounting  policies  or  disclosures.


                                      F-13
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2002,  2001  AND  2000
(U.S.  DOLLARS)

================================================================================

4.   PROPERTY  AND  EQUIPMENT

     ===========================================================================
                                                              2002       2001
     ---------------------------------------------------------------------------

     Machinery, furniture and equipment                    $ 148,940   $148,940
     Computer hardware and software                           39,419     21,419
     Moulds                                                    4,800      4,800
     ---------------------------------------------------------------------------

                                                             193,159    175,159
     Less:  Accumulated depreciation                        (114,576)   (85,593)
     ---------------------------------------------------------------------------

                                                           $  78,583   $ 89,566
     ===========================================================================


5.   INVESTMENTS

     As  at  June 30, 2002, the Company has reviewed its investment in CDRI.

     In  July  2000,  the  Company executed a Stock Purchase Agreement with CDRI
     related  to  the  acquisition  of  a  minority  interest  in CDRI. CDRI has
     developed  certain  proprietary  hardware  and  software systems that use a
     radio-navigation,  satellite-based  Global  Positioning  System  to  track
     individuals,  on  a  real  time  basis.

     Pursuant  to  the  agreement, the Company invested $1.25 million dollars to
     acquire 20.33% of the outstanding common stock of CDRI. Because the Company
     has  no  influence  or  control  over  CDRI,  and  no  ability  to exercise
     significant influence over CDRI, the Company's investment has been recorded
     at  cost  using  the  cost  method.

     CDRI  is  a  privately  held  company and there is no public market for its
     common  stock.  CDRI  has  a  working  capital deficiency and has sustained
     continued  significant  operating  losses.  Due  to  the  Company's lack of
     control  over  the  operations  of CDRI, lack of information concerning the
     business  prospects  of  CDRI, lack of financial information concerning the
     ability  of  CDRI to continue as a going concern, and lack of liquidity for
     the  Company's  investment  in  CDRI,  the  Company  has  written  down its
     investment  in CDRI from $1,250,000 to a nominal value of $1. This decision
     is  made  in  consideration  of the foregoing, and in order to conform with
     generally  accepted  accounting principles in the United States of America.
     However,  CDRI  remains  an  active business entity, possessing proprietary
     technology,  and  continues  to  market  its technology. The Company has no
     current  information  to  suggest  that the CDRI technology or the business
     opportunity  for  such technology has been negatively impacted. The Company
     continues  to  retain  its  ownership  position  in  CDRI.


                                      F-14
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2002,  2001  AND  2000
(U.S.  DOLLARS)

================================================================================

6.   STOCKHOLDERS'  EQUITY

     (a)  Common  stock

          (i)  During  the  year ended June 30, 2002, the Company entered into a
               proprietary,  non-disclosure  and non-solicitation agreement with
               two  of  its  employees  whereby,  for  a total of 450,000 common
               shares, these employees will not disclose any information that is
               defined  as  confidential  by  the Company in this agreement; the
               employee  will work for the Company exclusively while employed by
               the Company and will not work for a competitor for a period of at
               least  three  years  after leaving the Company. These shares were
               recorded  at $1.58 per common share being the market price at the
               date  of  issue  for  a  total  charge to operations of $711,000.

          (ii) Private  placement  agreement

               (a)  During  the  year  ended  June 30, 2000, the Company entered
                    into  a  private  placement  agreement  with  Swartz Private
                    Equity,  LLC  ("Swartz")  which calls for periodic purchases
                    over  the  next  three  years  of  up  to $25,000,000 of the
                    Company's  common stock. Each periodic purchase ("put") will
                    have  a  purchase  price  equal  to the lesser of the market
                    price  minus $0.25, or 91% of the market price, but not less
                    than  a  stated minimum purchase price as set in the advance
                    put  notice,  which cannot be greater than 80% of the market
                    price  on  that  date.

                    Each  put  cannot  exceed  the  lesser  of:

                    (i)  $2,000,000  worth  of  common  stock;

                    (ii) 15%  of  the  aggregate  reported trading volume of the
                         Company's  common  stock  during  the  20 business days
                         before  and  after  the date of notice to exercise each
                         put;  and,

                   (iii) a number  of  shares that would cause Swartz to acquire
                         in  a 31 day period preceding the put date, in total in
                         excess of 9.99% of the Company's total number of shares
                         of  common  stock  outstanding  at  that  time.

                    At  the  time  of  each put, the Company will issue Swartz a
                    purchase  warrant  which  will  give  Swartz  the  right  to
                    purchase  up  to  10%  of the number of shares issued in the
                    put. Each warrant will be immediately exercisable for a five
                    year  period  for  a price equal to 110% of the market price
                    for  such  put.


                                      F-15
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2002,  2001  AND  2000
(U.S.  DOLLARS)

================================================================================

6.   STOCKHOLDERS'  EQUITY  (Continued)

     (a)  Common stock  Continued)

               If  the  Company has not put a minimum of $1,000,000 in aggregate
               Put  Dollar Amount during any six month period of time during the
               term of the Investment Agreement, the Company will be required to
               pay  Swartz  a  non-usage fee equal to the difference of $100,000
               minus  10%  of  the aggregate Put Dollar Amount of the Put Shares
               put to Swartz during such six month period. In the event that the
               Company  delivers  a termination notice to Swartz or an automatic
               termination occurs, the Company must pay Swartz a termination fee
               equal  to  the  greater  of  the non-usage fee for the applicable
               period  or  the difference of $200,000 minus 10% of the aggregate
               Put Dollar Amount of the Put Shares put to Swartz during all Puts
               to  such date. The non-usage fee for the year ended June 30, 2002
               totals $104,542. The non-usage fee for the period prior to August
               3,  2001  has  been  waived  by  Swartz.

               (b)  Pursuant  to  this  agreement:

                    (i)  During the year ended June 30, 2001, the Company issued
                         300,000  shares to be held in escrow to exercise a put.
                         Of  these,  81,885 shares were released on the exercise
                         of  the  put  and 218,115 are held in escrow for future
                         put  exercises.

                         As  partial  consideration  of the investment agreement
                         the  Company  issued  warrants  to  Swartz  to purchase
                         495,000  shares  of  common  stock  (note  6(d)(ii)).

                    (ii) During the year ended June 30, 2002, the Company issued
                         700,000 shares held in escrow to exercise puts. 775,975
                         shares  were released on the exercise of these puts for
                         total  proceeds  of $954,582, leaving 142,140 shares in
                         escrow  at  June 30, 2002. As part of these puts 85,788
                         warrants  were  issued.

     (b)  Preferred  stock

          The  preferred  stock  may  be  issued  in  one  or  more  series. The
          distinguishing  features  of  each series including preference, rights
          and  restriction  are  to  be  determined  by  the  Company's Board of
          Directors  upon  the  establishment  of  each  such  series.

          During  the year ended June 30, 2000, the Company designated 1,000,000
          of  its authorized 20,000,000 preferred shares as Series A Convertible
          Preferred Stock with a par value of $0.001 each and a stated value and
          liquidation  preference  of  $1.00 per share. Cumulative dividends are
          accrued  at  the  rate  of  5%  annually, payable at the option of the
          Company.  The  shares  may be converted to restricted shares of common
          stock  at  the average trading price ten days prior to conversion, and
          entitled  to  votes equal to the number of shares of common stock into
          which  each  series of preferred stock may be converted. Each Series A
          Convertible  Preferred  Stock may be redeemed by the Company for $1.50
          each  within  one  year after the date of issue, and for $2.00, $2.50,
          $3.00  per  share and $3.50 in each of the subsequent four years after
          date  of  issue.


                                      F-16
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2002,  2001  AND  2000
(U.S.  DOLLARS)

================================================================================

6.   STOCKHOLDERS'  EQUITY  (Continued)

     (b)  Preferred  stock  (Continued)

          During  the  year  ended  June  30, 2000, the Company agreed to settle
          $383,228  of  accounts  payable  and  $281,182 of long-term debt, both
          amounts  owed  to  officers  and  directors of the Company, by issuing
          664,410  shares of Series A convertible preferred stock at a par value
          of  $0.001  and  a  stated  value  of  $1.00  per  share.

          During  the  year  ended  June  30, 2002, the Company redeemed 124,800
          (2001  - 100,000) preferred shares at a total cost of $312,000 (2001 -
          $200,000).

     (c)  Stock  options

          In  January  2001 the Company adopted the "Integral Technologies, Inc.
          2001  Stock Plan" (the "2001 Plan"), a non-qualified stock option plan
          under  which  the  Company may issue up to 2,500,000 stock options and
          stock  bonuses of common stock of the Company to provide incentives to
          officers, directors, key employees and other persons who contribute to
          the  success  of  the  Company. This plan was amended December 2001 to
          increase  the number of common share options which may be granted from
          2,500,000  to  3,500,000  stock  options.


                                      F-17
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2002,  2001  AND  2000
(U.S.  DOLLARS)

================================================================================

6.   STOCKHOLDERS'  EQUITY  (Continued)

     (c)  Stock  options  (Continued)

          The following table summarizes the Company's stock option activity for
          the  years  ended  June  30,  2002,  2001  and  2000:

          ======================================================================
                                                                       Weighted
                                                          Exercise      Average
                                            Number         Price       Exercise
                                           of Shares     Per Share       Price
          ----------------------------------------------------------------------

          Balance, June 30, 1999           1,920,000   $0.15 to $2.00  $    0.26
          Granted during the year
            June 30, 2000                    960,000   $0.15 to $0.40  $    0.19
          Cancelled                          (25,000)  $         0.15  $    0.15
          Exercised                       (1,245,000)  $0.15 to $0.40  $    0.21
          ----------------------------------------------------------------------

          Balance, June 30, 2000           1,610,000   $0.15 to $2.00  $    0.27
          Granted during the year
            June 30, 2001                    689,500   $0.15 to $0.65  $    0.50
          Cancelled                         (209,000)  $         0.15  $    0.15
          Expired                           (235,000)  $0.15 to $2.00  $    0.66
          Exercised                         (517,000)  $0.15 to $0.20  $    0.17
          ----------------------------------------------------------------------

          Balance, June 30, 2001           1,338,500   $0.15 to $1.00  $    0.35
          Granted during the year
            June 30, 2002                  2,430,000   $0.40 to $1.50  $    0.63
          Exercised                       (2,463,500)  $0.15 to $1.20  $    0.41
          ----------------------------------------------------------------------
          Balance, June 30, 2002           1,305,000   $0.40 to $1.50  $    0.76
          ======================================================================

          The  following summarizes the options outstanding at June 30, 2002 and
          2001  all  of  which  were  fully  vested  at  these  dates:

          ======================================================================
                                              Exercise      Number    of Shares
          Expiry Date                          Price         2002       2001
          ----------------------------------------------------------------------
          January 30, 2002                 $0.15 to $0.33          0    858,500
          August 31, 2003                  $0.40 to $1.50  1,305,000          0
          December 30, 2005                $         1.00          0    480,000
          ======================================================================


                                      F-18
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2002,  2001  AND  2000
(U.S.  DOLLARS)

================================================================================

6.   STOCKHOLDERS'  EQUITY  (Continued)

     (c)  Stock  options  (Continued)

          Pursuant  to  the  Company's 1996 Incentive Compensation plan which is
          now finished, the Company granted Nil (2001 - 368,000; 2000 - 460,000)
          stock  options,  and  at  the same time cancelled Nil (2001 - 368,000)
          stock  options  previously  granted.  The  368,000  new  stock options
          granted  in  2001  were  granted  to  consultants  and were recognized
          applying  SFAS  123 using the Black-Scholes option pricing model which
          resulted  in  additional  legal and consulting fees of $53,007 in 2001
          and $37,455 in 2000. At June 30, 2002, no more options are outstanding
          pursuant  to  the  1996  Plan.

          During  the  year  ended  June  30,  2001  the  Company  extended  the
          expiration date for 700,000 stock options expiring January 30, 2001 to
          January  30,  2002.  As  a result of this change, these options became
          variable  and  an  additional  compensation  expense  of  $Nil (2001 -
          $251,120)  was  charged  to  operations.  These options were exercised
          during  the  year  ended  June  30,  2002  for  settlement  of debt of
          $124,200.

          Pursuant  to  the  2001  Plan:

          (i)  During  the  year ended June 30, 2001 the Company granted a total
               of  480,000  fully  vested  stock options to two directors of the
               Company at an exercise price of $0.65 per share which will expire
               December  31,  2005.

          (ii) During  the year ended June 30, 2002, the Company granted a total
               of  2,430,000  fully vested stock options to officers, directors,
               key  employees  and consultants at an exercise price ranging from
               $0.40  to  $1.50  per  share  which  will expire August 31, 2003.

               The  Company  applies  APB  Opinion  No.  25  and  related
               interpretations  in  accounting  for its stock options granted to
               employees,  and accordingly, compensation expense of $7,800 (2001
               -  $219,200;  2000 - $10,800) was recognized as salaries expense.
               Had  compensation expense been determined as provided in SFAS 123
               using  the  Black-Scholes  option  - pricing model, the pro-forma
               effect on the Company's net loss and per share amounts would have
               been  as  follows:

               =================================================================
                                                          2002          2001
               -----------------------------------------------------------------

               Net loss, as reported                  $(3,836,191)  $(4,000,169)
               Net loss, pro-forma                    $(4,149,031)  $(4,172,969)
               Net loss per share, as reported        $     (0.13)  $     (0.15)
               Net loss per share, pro-forma          $     (0.14)  $     (0.16)
               =================================================================


                                      F-19
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2002,  2001  AND  2000
(U.S.  DOLLARS)

================================================================================

6.   STOCKHOLDERS'  EQUITY  (Continued)

     (c)  Stock  options  (Continued)

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

               =================================================================
                                                                   2002    2001
               -----------------------------------------------------------------

               Expected life (years)                                  2       5
               Interest rate                                       4.38%   5.00%
               Volatility                                         71.86%  61.04%
               Dividend yield                                      0.00%   0.00%
               =================================================================

        (iii)  Subsequent  to  June  30,  2002, the Company granted a total of
               1,030,000  stock options to officers, directors and key employees
               at  an exercise price of $1.00 per common share. 200,000 of these
               options  are  fully vested at the date of grant and expire August
               31,  2003  and 680,000 vest January 1, 2003 and expire August 31,
               2005.

     (d)  Stock  purchase  warrants

          At  June  30,  2002,  the  following  stock  purchase  warrants  were
          outstanding:

          (i)  Nil  (2001  - 1,325,000) with an exercise price of $1.80 expiring
               March  15,  2002. During the year, the exercise price was reduced
               to  $0.40  per share if exercised prior to September 30, 2001 and
               exercisable  at $1.80 per share from October 1, 2001 to March 15,
               2002.  During the year ended June 30, 2002, 325,000 warrants were
               exercised  at  $0.40  per  share  to  net  the  Company $130,000;

          (ii) 495,000 (2001 - 495,000) with an adjusted exercise price of $0.50
               exercisable  before  November  10,  2005;  and

         (iii) 85,788 (2001 - 8,189) with exercise prices ranging from $0.51 to
               $1.18  exercisable  on  or  before  November  10,  2005.

          Both  (ii) and (iii) above have reset provisions, whereby the exercise
          price  is  adjusted  to  110% of the five day average on every month's
          anniversary  of  the  warrants.

     (e)  Promissory  notes  receivable  at  June  30,  2002  includes:

          (i)  $31,500 due on exercise of 210,000 stock options, interest at 10%
               per  annum,  due  November  1, 2002, subsequent to June 30, 2002,
               this  note  was  extended  to  June  30,  2003;

          (ii) $20,000  due on exercise of 100,000 stock options, interest at 8%
               per  annum  due  June  6,  2002;  and

         (iii) $15,000 due on exercise of 23,000 stock options, interest at 10%
               per  annum  due  June  30,  2003.


                                      F-20
<PAGE>
<TABLE>
<CAPTION>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2002,  2001  AND  2000
(U.S.  DOLLARS)

====================================================================================================

7.   SUPPLEMENTAL  DISCLOSURE  OF  CASH  FLOW  INFORMATION
     ===============================================================================================
                                                                                       PERIOD FROM
                                                                                      FEBRUARY 12,
                                                                                          1996
                                                                                       (INCEPTION)
                                                                                         THROUGH
                                                          2002     2001      2000     JUNE 30, 2002
     -----------------------------------------------------------------------------------------------
<S>                                                     <C>       <C>      <C>       <C>

     SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
       For property and equipment                       $ 18,000  $     0  $      0  $        23,000
       For proprietary agreement                         711,000        0         0          711,000
       For settlement of accounts payable                124,200        0         0          124,200
       For services (provided by officers
         and directors)                                        0        0         0          120,000
       For settlement of lawsuit                               0        0         0           15,000
       For services                                      150,250   45,265   113,125          411,411
       For acquisition of subsidiary                           0        0         0          894,200
     SUPPLEMENT CASH FLOW INFORMATION
       Interest paid                                           0        0         0           81,111
       Income tax paid                                         0        0         0                0
     ===============================================================================================
</TABLE>

8.   RELATED  PARTY  TRANSACTIONS

     (a)  Accounts  payable at June 30, 2002 includes $178,128 (2001 - $228,722)
          due  to  two  directors  and  officers  of  the  Company.

     (b)  The  Company  incurred $312,000 (2001 - $276,000; 2000 - $240,000) for
          wages  due to two directors and officers of the Company and $Nil (2001
          -  $Nil; 2000 - $42,000) for interest amounts owed to these directors.


                                      F-21
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2002,  2001  AND  2000
(U.S.  DOLLARS)

================================================================================

9.   INCOME  TAXES

     Deferred  income  taxes reflect the tax effect of the temporary differences
     between  the  carrying  amount  of  assets  and  liabilities  for financial
     reporting purposes and the amounts used for tax purposes. The components of
     the  net  deferred  income  tax  assets  are  as  follows:

     ===========================================================================
                                            2002          2001          2000
     ---------------------------------------------------------------------------

     Deferred income tax assets
       Net operating loss
         and credit
         carryforwards                  $ 3,900,000   $ 2,900,000   $ 1,933,000
      Temporary differences
         on property and
         equipment depreciation              (1,000)       (1,000)         (600)
     ---------------------------------------------------------------------------
     Gross deferred tax assets            3,899,000     2,899,000     1,932,400
     Valuation allowance                 (3,899,000)   (2,899,000)   (1,932,400)
     ---------------------------------------------------------------------------
                                        $         0   $         0   $         0
     ===========================================================================

     As  at  June  30,  2002  the Company's net operating loss carryforwards for
     income  tax  purposes  were approximately $8,300,000. If not utilized, they
     will  start  to  expire  in  2017.

10.  CONTINGENCIES

     (a)  A dispute exists between West Virginia University Research Corporation
          ("WVURC")  and  the  Company  with  respect  to  the  development work
          performed  by  WVURC on the Plasma Ignition System and the Counterfeit
          Detection  Technology.  The  Company  has included in its accounts the
          amount  alleged by WVURC to be owing to WVURC of $397,296, however, it
          is  the opinion of management that this amount should be reduced to an
          amount  not  greater  than  $43,052. Management intends to defend this
          position. As the actual outcome cannot be determined at this time, any
          adjustments  required  will be recorded by the Company when settlement
          occurs.


                                      F-22
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2002,  2001  AND  2000
(U.S.  DOLLARS)

================================================================================

10.  CONTINGENCIES  (Continued)

     (b)  Integral  Technologies, Inc., Antek, ETC. and Jack Parsons, a director
          of  the Company, were defendants in a lawsuit filed in May 2000 in the
          United  States  District  Court  for  the  Northern  District  of West
          Virginia  by  IAS  Communications,  Inc.  ("IAS").  IAS  claimed that,
          pursuant  to agreement by and among IAS, ICI and ETC, IAS acquired the
          exclusive  right  to  commercial  applications of certain patented and
          proprietary  antenna  technology developed at West Virginia University
          and  ETC  acquired  exclusive  rights to military applications of such
          technology.  IAS  claimed  that ETC breached its agreement by pursuing
          commercial  applications  of  the technology. IAS further claimed that
          all  defendants  misappropriated  certain trade secrets and interfered
          with  IAS's  economic  relations.  In  addition, IAS claimed that Jack
          Parsons  breached  certain  fiduciary duties, IAS sought an injunctive
          relief  prohibiting the defendants from disclosing certain information
          related  to  the  technology; an order requiring defendants to account
          for  any  profits  from  the  alleged  conduct, return any proprietary
          materials  to  IAS  and  destroy  all devices created in violations of
          IAS's  rights;  and a money judgement in an amount to be determined at
          trial,  but  no  less  than  $15,000,000.

          On  September  6,  2001,  the  United States District Court Magistrate
          Judge recommended that the action filed by IAS against the Company and
          its  subsidiaries  be  dismissed  with prejudice. The Magistrate Judge
          entered  his order after IAS failed to appear at prior court hearings,
          failed to provide information ordered to be produced by the Magistrate
          Judge  and ordered IAS to pay certain costs and attorney's fees to the
          Company and its subsidiaries. By Court Order dated September 24, 2001,
          the  U.S.  District  Court  Judge  adopted  the  Magistrate  Judge's
          recommendation  and  ordered the case be dismissed with prejudice from
          the  Court's  docket.  Accordingly,  no  further  claims  by  IAS
          Communications  against the Company and its subsidiaries exist in this
          litigation.

     (c)  On  August  9,  2000, the Company filed a Petition for Order to Compel
          Arbitration  against  Joffre  Rolland  in  the District Court of Clark
          County,  State  of  Nevada.  The  purpose of the Petition for Order to
          Compel  Arbitration  was to require Joffre Rolland, a former employee,
          to  arbitrate employment issues that had arisen under contracts he had
          entered  into  with the Company. On November 3, 2000, the Nevada State
          Court  ordered Joffre Rolland to arbitrate the dispute in the State of
          Nevada.  Instead  of arbitrating as required by the Nevada State Court
          Order,  Joffre  Rolland  and Robin Rolland (the "Rollands') filed suit
          against  the  Company  and ETC in October 2000 in the Circuit Court of
          Harrison  County,  West Virginia. The Rollands' complaint alleges that
          the Rollands suffered damages and are seeking in excess of $18 million
          in  damages  (including at least $18 million for lost sales royalties)
          for  their claims for relief. The Company filed a petition in the U.S.
          District  Court,  District  of  Nevada,  for  an  order  compelling
          arbitration.  On June 6, 2001, the U.S. District Court in Nevada order
          the  dispute between the parties be arbitrated in Nevada, and that the
          action  pending before the West Virginia State Court be stayed pending
          completion  of the arbitration. The parties have commenced the process
          of  arbitration. Management intends to vigorously defend against these
          claims. As the outcome of this litigation cannot be determined at this
          time,  any  adjustments  required will be recorded by the Company when
          the  outcome  becomes  determinable.


                                      F-23
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2002,  2001  AND  2000
(U.S.  DOLLARS)

================================================================================

11.  SUBSEQUENT  EVENT

     On  July  1,  2002, the Company executed new employment agreements with the
     Chairman, CEO and Treasurer of the Company and the President, Secretary and
     CFO of the Company. Each employment agreement provides for a two year term,
     an  annual  salary of $170,000 and fully-vested options to purchase 415,000
     shares  of  the  Company's  common  stock at an exercise price of $1.00 per
     share,  exercisable  after  January  1,  2003 and expire December 31, 2005.

12.  COMPREHENSIVE  LOSS

     ===========================================================================
                                                                   PERIOD FROM
                                                                  FEBRUARY 12,
                                                                      1996
                                                                   (INCEPTION)
                                                                     THROUGH
                           2002          2001          2000       JUNE 30, 2002
     ---------------------------------------------------------------------------
     Net loss          $(3,836,191)  $(4,000,169)  $(1,537,402)  $  (12,882,216)
     Other
       comprehensive
       income (loss)             0           (26)        1,614           46,267
     ---------------------------------------------------------------------------

     Comprehensive

       loss            $(3,836,191)  $(4,000,195)  $(1,535,788)  $  (12,835,949)
     ===========================================================================


                                      F-24
<PAGE>
                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
--------------------------------------------------------------------------------
WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.
---------------------------------------------

Directors  and  Executive  Officers  of  Registrant.  The Company has a Board of
Directors  which  is  currently  comprised  of two members.  Each director holds
office  until  the  next  annual meeting of shareholders or until a successor is
elected  or  appointed.  The  members of the Board and the executive officers of
the  Company  and  their  respective  age  and  position  are  as  follows:

<TABLE>
<CAPTION>
                                                                      Director of
Name                 Age  Position with Registrant                  Registrant Since
------------------------------------------------------------------------------------
<S>                  <C>  <C>                                       <C>

William S. Robinson   45  Chairman, CEO and Treasurer                 February 1996

William A. Ince       51  Director, President, Secretary and Chief
                          Financial Officer                           February 1996
</TABLE>

                  DIRECTORS AND EXECUTIVE OFFICERS OF INTEGRAL

WILLIAM  ROBINSON
(Chairman, CEO and Treasurer)

As  a  co-founder of the Company (since 1996), Mr. Robinson has been responsible
since  the  inception  of  Integral  for securing funding in order to ensure the
ongoing operations of Integral and its subsidiaries.  Together with Mr. Ince, he
has  been  responsible  for  the  development  and  implementation  of corporate
strategies.

During  the  period  1988  to  1996,  Mr.  Robinson  was  President  of  Achieva
Development  Corporation,  a  mining  company  which  is  publicly traded on the
Canadian  Venture  Exchange.

Mr.  Robinson brings many years of management experience in finance, banking and
corporate  development.  Previously,  he  acted  as  a  director  of a number of
companies  involved  in  natural  resources,  sales  and marketing, and computer
technologies.

WILLIAM  A.  INCE
(Director, President, Secretary and Chief Financial Officer)

Mr.  Ince,  a co-founder of the Company (since 1996), is responsible, along with
Mr.  Robinson,  for  the development and implementation of corporate strategies.
He  is  also  responsible  for  the  accounting  and  financial  systems  and
record-keeping  of  Integral  and  its  subsidiaries.

Prior  to  his  engagement  with  the  Company,  Mr.  Ince  was  a self-employed
management  consultant  for  a  period  of  five  years.

Mr.  Ince  brings  with  him  a  background  as  a  professional  accountant and
experience  from  management  positions  in  finance  and  operations in several
private companies.  He has consulted to both private and public companies in the
areas of marketing and finance, as well as turn-around situations.  Mr. Ince has
been  responsible  for  "team  building"  efforts to ensure that each project is
brought  to  fruition  on  a  timely  basis.


                                       13
<PAGE>
SIGNIFICANT EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES

TOM  AISENBREY,  CHIEF  TECHNOLOGY  OFFICER,  has  been  with  the Company since
February  2001.  Mr. Aisenbrey is an accomplished executive program manager with
27  years  of  experience  in  a variety of electronic industries, with design &
development  of  multiple  computer  oriented products, specializing in wireless
products.   Mr.  Aisenbrey  is  responsible for the development of the Company's
antenna  technologies.

RAVI  MIRCHANDANI,  VICE-PRESIDENT  -  BUSINESS  DEVELOPMENT,  has been with the
Company  since April 2002.  Mr. Mirchandani is a thirty- year veteran of General
Electric.  The  majority  of his experience at GE was in sales and marketing for
the  GE  Plastics  division, where he developed extensive business relationships
and  customer contacts.  Mr. Mirchandani will be responsible for introducing the
Company's  antenna  technologies  to  potential  corporate  users.


SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers  and directors, and persons who own more than 10% of a registered class
of  the Company's equity securities, to file reports of ownership and changes in
ownership  with  the  Securities  and  Exchange  Commission  ("SEC").  Officers,
directors,  and  greater than 10% shareholders are required by SEC regulation to
furnish  the  Company  with  copies of all Section 16(a) forms they file.  Based
solely  on  its  review  of  copies  of  such  reports  received  or  written
representations  from  certain  reporting  persons,  the  Company believes that,
during  the  year  ended  June  30,  2002, all Section 16(a) filing requirements
applicable to its officers, directors and ten percent shareholders were complied
with by such persons, except as follows:  1) William A. Ince did not timely file
his  Form 5 (Annual Statement of Changes in Beneficial Ownership) for the fiscal
year, and his Form 5 indicated that he did not timely disclose transactions on 5
different  dates (6 transaction total) that should have been disclosed on a Form
4  for  the  months  of  April  and May 2002; and 2) William S. Robinson did not
timely file his Form 5 (Annual Statement of Changes in Beneficial Ownership) for
the  fiscal  year,  and  his  Form  5  indicated that he did not timely disclose
transactions  on  4 different dates (15 transaction total) that should have been
disclosed  on  a  Form  4  for  the  month  of  May  2002


ITEM  10.  EXECUTIVE  COMPENSATION.
-----------------------------------

(a)  General

     The  following  information  discloses  all  plan and non-plan compensation
awarded  to,  earned  by,  or paid to the executive officers of the Company, and
other  individuals for whom disclosure is required, for all services rendered in
all  capacities  to  the  Company  and  its  subsidiaries.

(b)  Summary  Compensation  Table

     The  following  table sets forth all compensation, including bonuses, stock
option  awards  and  other  payments,  paid  or  accrued  by Integral and/or its
subsidiaries, to or for Integral's Chief Executive Officer and each of the other
executive  officers  of  Integral,  during the fiscal years ended June 30, 2002,
2001  and  2000.


                                       14
<PAGE>
<TABLE>
<CAPTION>
                                           Annual Compensation
                                    ---------------------------------
(a)                          (b)        (c)      (d)         (e)
         Name                                              Other
         And                 Year                          Annual
       Principal            Ended     Salary    Bonus   Compensation
       Position            June 30      ($)      ($)         ($)
---------------------------------------------------------------------
<S>                        <C>       <C>        <C>     <C>

William S. Robinson,         2002    $ 156,000     -0-       -0-
Director, Chairman, CEO,     2001    $ 138,000     -0-       -0-
Treasurer (n1)               2000    $ 120,000     -0-       -0-

William A. Ince,             2002    $ 156,000     -0-       -0-
Director, President,         2001    $ 138,000     -0-       -0-
Secretary (n2)               2000    $ 120,000     -0-       -0-
</TABLE>


<TABLE>
<CAPTION>
                                                  Long Term Compensation
                                      ---------------------------------------------
                                                  Awards                 Payouts
                                      ---------------------------------------------
(a)                             (b)         (f)         (g)         (h)          (i)
         Name                           Restricted
         And                    Year       Stock       Shares       LTIP      All Other
       Principal               Ended     Award(s)    Underlying   Payouts    Compensation
       Position               June 30       ($)        Options      ($)          ($)
----------------------------  --------  -----------  -----------  --------  --------------
<S>                           <C>       <C>          <C>          <C>       <C>

William S. Robinson,              2002          -0-          -0-       -0-  $  93,600 (n3)
Chairman, CEO, Treasurer          2001          -0-      240,000       -0-  $  50,000 (n4)
(n1)                              2000          -0-      120,000       -0-        -0-

William A. Ince,  Director,       2002          -0-          -0-       -0-  $  93,600 (n3)
President, Secretary (n2)         2001          -0-      240,000       -0-  $  50,000 (n4)
                                  2000          -0-      120,000       -0-        -0-
</TABLE>

     (n1) As  of  June 30, 2002, of the $156,000 salary earned for the year then
          ended, the Company owed Mr. Robinson $85,400 of this amount as accrued
          but  unpaid  salary  for  the  year  then  ended.

     (n2) As  of  June 30, 2002, of the $156,000 salary earned for the year then
          ended, the Company owed Mr. Ince $96,500 of this amount as accrued but
          unpaid  salary  for  the  year  then  ended.

     (n3) In  March 2002, the Company redeemed an aggregate of 124,800 shares of
          Series  A  Preferred  Stock  from Mr. Robinson (62,400 shares) and Mr.
          Ince  (62,400 shares) at a predetermined redemption price of $2.50 per
          share.  The  stated value of the Series A Preferred Stock is $1.00 per
          share,  which resulted in a redemption premium of $1.50 per share over
          the  stated  value.

     (n4) In  December 2000, the Company redeemed an aggregate of 100,000 shares
          of  Series A Preferred Stock from Mr. Robinson (50,000 shares) and Mr.
          Ince  (50,000 shares) at a predetermined redemption price of $2.00 per
          share.  The  stated value of the Series A Preferred Stock is $1.00 per
          share,  which resulted in a redemption premium of $1.00 per share over
          the  stated  value.


                                       15
<PAGE>
(c)  Option/SAR  Grants  in  Last  Fiscal  Year

     The  information  provided  in  the  table  below provides information with
respect  to  individual grants of stock options for the year ended June 30, 2002
to  each of the persons named in the Summary Compensation Table above.  Integral
did  not  grant  any stock appreciation rights for the year ended June 30, 2002.

<TABLE>
<CAPTION>
                            OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                      Individual Grants

           (a)                        (b)                 (c)           (d)           (e)
                                                      % of Total
                                                     Options/SARS
                                   Number of          Granted to
                             Securities Underlying     Employees    Exercise or
                                  Options/SARs         in Fiscal     Base Price   Expiration
           Name                   Granted (#)          Year (n1)       ($/Sh)        Date
--------------------------------------------------------------------------------------------
<S>                          <C>                     <C>            <C>           <C>

William S. Robinson,
Chairman, CEO, Treasurer              -0-(n2)            -0-%           N/A          N/A

William A. Ince, Director,
President, Secretary                  -0-(n3)            -0-%           N/A          N/A
</TABLE>

     (n1) The percentage of total options granted (2,230,000) in the fiscal year
          is  based  upon  all  options  granted to eligible participants, which
          includes  officers,  directors,  employees,  consultants and advisors,
          under  Integral's 2001 Stock Plan during the year ended June 30, 2002.

     (n2) William  S.  Robinson:  The  Company  did not grant any options to Mr.
          Robinson  during  the  fiscal  year  ended  June  30,  2002.  However,
          subsequent  to  year-end,  on  July  1, 2002, Mr. Robinson was granted
          415,000  options  under  Integral's  2001  Stock Plan. The options are
          fully-vested,  have  an  exercise  price  of  $1.00  per share, may be
          exercised  at  any  time  beginning  January  1,  2003,  and expire on
          December  31,  2005.

     (n3) William A. Ince: The Company did not grant any options to Mr. Robinson
          during  the  fiscal  year  ended June 30, 2002. However, subsequent to
          year-end,  on  July  1, 2002, Mr. Robinson was granted 415,000 options
          under  Integral's  2001 Stock Plan. The options are fully-vested, have
          an  exercise  price  of  $1.00 per share, may be exercised at any time
          beginning  January  1,  2003,  and  expire  on  December  31,  2005.


(d)  Aggregated  Option/SAR  Exercises  in  Last Fiscal Year and Fiscal Year-End
     Option/SAR  Values

     The  information  provided  in  the  table  below provides information with
respect  to  each exercise of stock options during most recent fiscal year ended
June  30,  2002  by  the persons named in the Summary Compensation Table and the
fiscal  year  end  value  of  unexercised  options.


                                       16
<PAGE>
<TABLE>
<CAPTION>
        (a)                (b)          (c)               (d)                   (e)
                                                       Number of             Value of
                                                 Securities Underlying      Unexercised
                                                      Unexercised          In-the-Money
                                                    Options/SARs at       Options/SARs at
                          Shares       Value           FY-End (#)            FY-End($)
                       Acquired on    Realized        Exercisable/         Exercisable/
        Name           Exercise (#)   ($)(n1)        Unexercisable       Unexercisable(n1)
------------------------------------------------------------------------------------------
<S>                    <C>           <C>         <C>                     <C>

William S. Robinson        590,000-  $ 156,600             -0-/-0-            -0-/-0-
Director, Chairman,
CEO, Treasurer (n2)

William A. Ince            590,000   $ 156,600             -0-/-0-            -0-/-0-
Director, President,
Secretary (n3)
</TABLE>

     (n1) The  aggregate  dollar values in columns (c) and (e) are calculated by
          determining the difference between the fair market value of the common
          stock  underlying the options and the exercise price of the options at
          exercise  or  fiscal  year  end,  respectively.

     (n2) Mr. Robinson exercised options during the last fiscal year as follows:
          -    On  August  8,  2001,  Mr.  Robinson exercised options to acquire
               120,000 shares at an exercise price of $.23 per share. The market
               price  of  the  Company's  common stock on that date was $.33 per
               share,  which  resulted  in  a  value  realized  of  $12,000.
          -    On  August  8,  2001,  Mr.  Robinson exercised options to acquire
               230,000 shares at an exercise price of $.15 per share. The market
               price  of  the  Company's  common stock on that date was $.33 per
               share,  which  resulted  in  a  value  realized  of  $41,400.
          -    On  March  4,  2002,  Mr.  Robinson  exercised options to acquire
               240,000 shares at an exercise price of $.65 per share. The market
               price  of  the  Company's common stock on that date was $1.08 per
               share,  which  resulted  in  a  value  realized  of  $103,200.

(n3)      Mr. Ince  exercised  options  during  the last fiscal year as follows:
          -    On  August 8, 2001, Mr. Ince exercised options to acquire 120,000
               shares  at  an exercise price of $.23 per share. The market price
               of  the  Company's  common stock on that date was $.33 per share,
               which  resulted  in  a  value  realized  of  $12,000.
          -    On  August 8, 2001, Mr. Ince exercised options to acquire 230,000
               shares  at  an exercise price of $.15 per share. The market price
               of  the  Company's  common stock on that date was $.33 per share,
               which  resulted  in  a  value  realized  of  $41,400.
          -    On  March  4, 2002, Mr. Ince exercised options to acquire 240,000
               shares  at  an exercise price of $.65 per share. The market price
               of  the  Company's common stock on that date was $1.08 per share,
               which  resulted  in  a  value  realized  of  $103,200.


(e)  Long-Term  Incentive  Plans  ("LTIP") - Awards  in  Last  Fiscal  Year

     This  table has been omitted, as no executive officers named in the Summary
Compensation  Table  above  received  any awards pursuant to any LTIP during the
fiscal  year  ended  June  30,  2002.


                                       17
<PAGE>
(f)  Compensation  of  Directors

     No  compensation  was  paid  by  Integral  to its Directors for any service
provided as a Director during the fiscal year ended June 30, 2002.  There are no
other  formal  or  informal  understandings  or  arrangements  relating  to
compensation;  however,  Directors may be reimbursed for all reasonable expenses
incurred  by  them  in  conducting  Integral's  business.  These  expenses would
include out-of-pocket expenses for such items as travel, telephone, and postage.

(g)  Employment  Contracts  and  Termination of Employment and Change-in-Control
     Arrangements

     On  July  1, 2002, Integral executed new employment agreements with William
S.  Robinson, the Chairman, CEO and Treasurer of Integral and William A. Ince, a
director  and  the  President,  Secretary  and CFO of Integral.  Each employment
agreement  provides  for  a  two  year  term,  an  annual salary of $170,000 and
fully-vested options to purchase 415,000 shares of Integral's common stock at an
exercise  price of $1.00 per share, which are exercisable after January 1, 2003.

     Pursuant to the employment agreements, in the event Integral terminates the
employment  of the executive without cause, then the executive shall be entitled
to  severance  pay  equal to twelve month's base salary based on the base salary
then  in  effect  at  the  termination.  In  addition, the employment agreements
provide that in the event Integral is indebted to the executive for a minimum of
three  months salary, the executive shall have the option to convert such unpaid
salary  into  shares  of common stock of Integral at market price (average daily
closing  over  the  previous  month).

     Integral's  Board  of  Directors  has  complete  discretion  as  to  the
appropriateness  of  (a)  key-man  life  insurance,  (b)  obtaining  officer and
director  liability insurance, (c) employment contracts with and compensation of
executive  officers  and  directors,  (d)  indemnification  contracts,  and  (e)
incentive  plan  to  award  executive  officers  and  key  employees.

     Integral's  Board of Directors is responsible for reviewing and determining
the  annual  salary  and  other  compensation  of the executive officers and key
employees  of  Integral.  The  goals  of Integral are to align compensation with
business  objectives  and  performance and to enable Integral to attract, retain
and  reward  executive  officers  and  other key employees who contribute to the
long-term success of Integral.  Integral intends to provide base salaries to its
executive officers and key employees sufficient to provide motivation to achieve
certain  operating  goals.  Although  salaries  are  not  specifically tied into
performance,  incentive  bonuses  may be available to certain executive officers
and  key  employees.  In  the future, executive compensation may include without
limitation  cash  bonuses,  stock  option  grants  and  stock  reward  grants.

Employee Benefit and Consulting Services Compensation Plan

     As  of  June  30, 2002, the Company had one Employee Benefit and Consulting
Services  Compensation  Plan  in  effect:

     On  January  2,  2001,  Integral adopted an employee benefit and consulting
services  compensation  plan entitled the Integral Technologies, Inc. 2001 Stock
Plan (the "2001 Plan"), which was amended on December 17, 2001.  As amended, the
2001  Plan covers up to 3,500,000 shares of common stock.  The 2001 Plan has not
previously been approved by security holders.  Under the 2001 Plan, Integral may
issue  common stock and/or options to purchase common stock to certain officers,
directors  and  employees and consultants of Integral and its subsidiaries.  The
purpose  of  the  2001 Plan is to promote the best interests of Integral and its
shareholders  by  providing  a  means  of  non-cash  remuneration  to  eligible
participants who contribute to operating progress and earning power of Integral.
The  2001  Plan  is administered by Integral's Board of Directors or a committee
thereof  which  has  the  discretion to determine from time to time the eligible
participants  to  receive  an  award;  the  number  of  shares of stock issuable
directly  or to be granted pursuant to option; the price at which the option may
be  exercised  or  the  price per share in cash or cancellation of fees or other
payment  which Integral or its subsidiaries is liable if a direct issue of stock
and  all  other  terms  on  which  each  option  shall  be  granted.


                                       18
<PAGE>
ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
--------------------------------------------------------------------------------
RELATED  STOCKHOLDER  MATTERS..
-------------------------------

A.   Common  Stock

     The  following  table  sets  forth,  as  of  September  12,  2002 the stock
ownership  of  each  person known by Integral to be the beneficial owner of five
percent  or  more  of  Integral's  common  stock,  each  Officer  and  Director
individually and all Directors and Officers of Integral as a group.  Each person
is  believed  to have sole voting and investment power over the shares except as
noted.

<TABLE>
<CAPTION>
============================================  ================================  ====================
Name and Address of                           Amount and Nature of Beneficial
Beneficial Owner (1)                                  Ownership(1)(2)           Percent of Class (3)
--------------------------------------------  --------------------------------  --------------------
<S>                                           <C>                               <C>
William S. Robinson (4)
#3 1070 West Pender St.
Vancouver, B.C.  V6E 2N7                                  1,958,533                    6.4%
--------------------------------------------  --------------------------------  --------------------
William A. Ince (5)
805 W. Orchard Dr., Suite #3
Bellingham, WA  98225                                     1,923,833                    6.2%
--------------------------------------------  --------------------------------  --------------------
James Smith
Route 4, Box E36
Bruceton Mills, WV  26330                                 1,857,140                    6.0%
============================================  ================================  ====================
All officers and directors of Integral as a
group (2 persons)
                                                          3,882,366                   12.6%
============================================  ================================  ====================
</TABLE>

(1)  Unless  otherwise indicated, all shares are directly beneficially owned and
     investing  power  is  held  by  the  persons  named.

(2)  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,  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  329,797 shares of Series A and Mr. Ince owns 109,813 shares
     of  Series A.  As  of  September 12, 2002, the conversion rate was $.88 per
     share,  so  Mr. Robinson's 329,797 shares of Series A were convertible into
     374,769  shares  of common stock, and Mr. Ince's 109,813 shares of Series A
     were  convertible into 124,788 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.

(3)  Based  upon  30,787,562  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.

(4)  Mr.  Robinson  is  an  officer  and  director  of  Integral and each of its
     subsidiaries.  Beneficial  ownership figure does not include 415,000 shares
     underlying fully-vested options ($1.00 per share exercise price) granted on
     July  1,  2002,  but  not  exercisable  until  January  1,  2003.

(5)  Mr.  Ince  is  an  officer  and  director  of  Integral  and  each  of  its
     subsidiaries.  Beneficial  ownership figure does not include 415,000 shares
     underlying fully-vested options ($1.00 per share exercise price) granted on
     July  1,  2002,  but  not  exercisable  until  January  1,  2003.


                                       19
<PAGE>
B.   Series  A  Convertible  Preferred  Stock

     The  following  table  sets  forth,  as  of  September  12, 2002, the stock
ownership  of  each  person known by Integral to be the beneficial owner of five
percent or more of Integral's Series A Convertible Preferred Stock, each Officer
and Director individually and all Directors and Officers of Integral as a group.
Each person is believed to have sole voting and investment power over the shares
except  as  noted.

<TABLE>
<CAPTION>
============================================  ================================  ====================
Name and Address of                           Amount and Nature of Beneficial
Beneficial Owner (1)                                     Ownership(1)           Percent of Class (2)
--------------------------------------------  --------------------------------  --------------------
<S>                                           <C>                               <C>
William S. Robinson (3)
#3 1070 West Pender St.
Vancouver, B.C.  V6E 2N7                                   329,797                      75%
--------------------------------------------  --------------------------------  --------------------
William A. Ince (4)
805 W. Orchard Dr., Suite #3
Bellingham, WA  98225                                      109,813                      25%
============================================  ================================  ====================
All officers and directors of Integral as a
group (2 persons)                                          439,610                     100%
============================================  ================================  ====================
</TABLE>

(1)  Unless  otherwise indicated, all shares are directly beneficially owned and
     investing  power  is  held  by  the  persons  named.

(2)  Based  upon  439,610  Series  A  Convertible  Preferred  shares  issued and
     outstanding.

(3)  Mr.  Robinson  is  an  officer  and  director  of  Integral and each of its
     subsidiaries.

(4)  Mr.  Ince  is  an  officer  and  director  of  Integral  and  each  of  its
     subsidiaries.


EQUITY  COMPENSATION  PLAN  INFORMATION

     The following information concerning the Company's equity compensation plan
is  as  of  the  end  of  the  fiscal  year  ended  June  30,  2002:

<TABLE>
<CAPTION>
-------------------------  ---------------------------  ----------------------------  ------------------------------
                           Number of securities to be         Weighted-average             Number of securities
                             issued upon exercise of     exercise price of options,   available for future issuance
                              outstanding options,          warrants and rights         under equity compensation
                               warrants and rights                                     plans (excluding securities
                                                                                      reflected in column (a)) (n1)

                                       (a)                          (b)                            (c)
Plan category
-------------------------  ---------------------------  ----------------------------  ------------------------------
<S>                        <C>                          <C>                           <C>
Equity compensation plans
approved by security
holders                      N/A                          N/A                           N/A
-------------------------  ---------------------------  ----------------------------  ------------------------------
Equity compensation plans
not approved by security
holders                    1,055,000                    $0.846                        1,040,000
-------------------------  ---------------------------  ----------------------------  ------------------------------
Total                      1,055,000                    $0.846                        1,040,000
-------------------------  ---------------------------  ----------------------------  ------------------------------
</TABLE>


                                       20
<PAGE>
(n1)  The table does not reflect that additional options to acquire an aggregate
of  1,030,000  shares  at  an  exercise  price  of  $1.00 per share were granted
subsequent  to  the  end  of  the  fiscal  year.

     As  of  June  30, 2002, the Company had one Employee Benefit and Consulting
Services  Compensation  Plan  in  effect:

     On  January  2,  2001,  Integral adopted an employee benefit and consulting
services  compensation  plan entitled the Integral Technologies, Inc. 2001 Stock
Plan (the "2001 Plan"), which was amended on December 17, 2001.  As amended, the
2001  Plan covers up to 3,500,000 shares of common stock.  The 2001 Plan has not
previously been approved by security holders.  Under the 2001 Plan, Integral may
issue  common stock and/or options to purchase common stock to certain officers,
directors  and  employees and consultants of Integral and its subsidiaries.  The
purpose  of  the  2001 Plan is to promote the best interests of Integral and its
shareholders  by  providing  a  means  of  non-cash  remuneration  to  eligible
participants who contribute to operating progress and earning power of Integral.
The  2001  Plan  is administered by Integral's Board of Directors or a committee
thereof  which  has  the  discretion to determine from time to time the eligible
participants  to  receive  an  award;  the  number  of  shares of stock issuable
directly  or to be granted pursuant to option; the price at which the option may
be  exercised  or  the  price per share in cash or cancellation of fees or other
payment  which Integral or its subsidiaries is liable if a direct issue of stock
and  all  other  terms  on  which  each  option  shall  be  granted.


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.
--------------------------------------------------------------

     During  the  last  two fiscal years, the company entered into the following
transactions  in  with  its  officers  and  directors  have a material interest:

(a)     In December 2000, the Company redeemed an aggregate of 100,000 shares of
Series  A Preferred Stock from Mr. Robinson (50,000 shares) and Mr. Ince (50,000
shares)  at  a  predetermined  redemption  price of $2.00 per share.  The stated
value  of  the  Series A Preferred Stock is $1.00 per share, which resulted in a
redemption  premium  of  $1.00  per  share  over  the  stated  value.

(b)     In August 2001, the Company issued an aggregate of 700,000 shares of its
common  stock  to Mr. Robinson (350,000) and Mr. Ince (350,000) upon exercise of
options  pursuant  to  the Employee Benefit and Consulting Services Compensation
Plan.  The  options  had exercise prices of $0.15 to $.23 per share. The Company
issued  the  shares in consideration for a reduction of an aggregate of $124,200
of accrued salaries payable ($62,100 for Mr. Robinson and $62,100 for Mr. Ince).

(c)     In  March  2002,  the Company redeemed an aggregate of 124,800 shares of
Series  A Preferred Stock from Mr. Robinson (62,400 shares) and Mr. Ince (62,400
shares)  at  a  predetermined  redemption  price of $2.50 per share.  The stated
value  of  the  Series A Preferred Stock is $1.00 per share, which resulted in a
redemption  premium  of  $1.50  per  share  over  the  stated  value.

(d)     A 5% dividend on the Series A Preferred Stock, payable in cash or shares
of  common  stock at the election of the Company, has been accrued but not paid.
As  of  the  year  ended  June 30, 2002, $55,963 was accrued to Mr. Robinson and
$26,758  was  accrued  to  Mr.  Ince.


                                       21
<PAGE>
ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.
-------------------------------------------------

(a)  List  of  Exhibits.

Exhibit  Number     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.)

     4.3            Investment  Agreement  dated  May  11,  2000, by and between
                    Integral  and  Swartz  Private Equity, LLC. (Incorporated by
                    reference  to  Exhibit  4.1  of  Integral's  registration
                    statement  on  Form SB-2 (file no. 333-41938) filed July 21,
                    2000.)

     4.4            Warrant  to  purchase  common stock issued to Swartz Private
                    Equity,  LLC  on  May  11,  2000, exercisable to purchase an
                    aggregate  of  495,000  shares of common stock at $1.306 per
                    share  (subject  to  adjustment)  until  December  13, 2004,
                    granted  to  Swartz  in  connection  with  the  offering  of
                    securities  described  in  Exhibit  4.3.  (Incorporated  by
                    reference  to  Exhibit  4.1  of  Integral's  registration
                    statement  on  Form SB-2 (file no. 333-41938) filed July 21,
                    2000.)

     4.5            Registration  Rights  Agreement,  dated May 11, 2000, by and
                    between  Integral and Swartz Private Equity, LLC, related to
                    the  registration of the common stock to be sold pursuant to
                    Exhibit  4.3.  (Incorporated  by reference to Exhibit 4.1 of
                    Integral's  registration  statement  on  Form SB-2 (file no.
                    333-41938)  filed  July  21,  2000.)

     4.6            Warrant  to  Purchase Common Stock to be issued from time to
                    time in connection with the offering of securities described
                    in Exhibit 4.3. (Incorporated by reference to Exhibit 4.1 of
                    Integral's  registration  statement  on  Form SB-2 (file no.
                    333-41938)  filed  July  21,  2000.)

     4.7            Warrant  Side  Agreement dated May 11, 2000 between Integral
                    and  Swartz  related to the offering of securities described
                    in Exhibit 4.3. (Incorporated by reference to Exhibit 4.1 of
                    Integral's  registration  statement  on  Form SB-2 (file no.
                    333-41938)  filed  July  21,  2000.)

     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.  (Filed  herewith.)

     10.14          Employment  Agreement  between  Integral and William A. Ince
                    dated  July  1,  2002.  (Filed  herewith.)

     21.3           List  of Subsidiaries. (Incorporated by reference to Exhibit
                    21.3  of  Integral's  Annual  Report  on Form 10-KSB for the
                    fiscal  year  ended  June  30,  2001.)


(b)  Reports  on  Form  8-K.

     No  current  reports  on Form 8-K were filed during the last quarter of the
fiscal  year  ended  June  30,  2002.


                                       22
<PAGE>
ITEM  14.  CONTROLS  AND  PROCEDURES
------------------------------------

     The  Company's  Chief  Executive  Officer  and Chief Financial Officer have
evaluated  the Company's disclosure controls and procedures within 90 days prior
to  the date of filing of this Annual Report on Form 10-KSB. Management believes
that  the  Company's  current internal controls and procedures are effective and
designed  to  ensure that information required to be disclosed by the Company in
its periodic reports is recorded, processed, summarized and reported, within the
appropriate  time  periods  specified  by  the SEC, and that such information is
accumulated  and  communicated  to  the  Company's CEO and CFO as appropriate to
allow timely decisions to be made regarding required disclosure. As of September
12,  2002,  there were no significant corrective actions taken by the Company or
other  changes  made  to these internal controls. Management of the Company does
not  believe there were changes in other factors that could significantly affect
these  controls  subsequent  to  the  date  of  the  evaluation.


                                       23
<PAGE>
                                   SIGNATURES
                                   ----------

     In  accordance  with  Section 13 or 15(d) of the Securities Exchange Act of
1934,  as  amended, the Registrant caused this Report to be signed on its behalf
by  the  undersigned,  thereunto  duly  authorized.

                                          INTEGRAL  TECHNOLOGIES,  INC


Dated:  October 11, 2002                   /s/  William  S.  Robinson
                                          ----------------------------------
                                          William  S.  Robinson,  CEO

                                           /s/  William  A.  Ince
                                          ----------------------------------
                                          William  A.  Ince,  CFO


     Pursuant  to  the  requirements  of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the  Registrant  and  in  the  capacities  and  on  the  dates  indicated.

     Name                             Title                     Date
     ----                             -----                     ----

/s/ William S. Robinson      Chairman, CEO and                  October 11, 2002
-----------------------
William S. Robinson          Treasurer

/s/ William A. Ince          Director, President, Secretary     October 11, 2002
------------------
William A. Ince              and CFO


                                       24
<PAGE>
                            CERTIFICATION PURSUANT TO
                    18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Solely  for the purposes of complying with, and the extent required by 18 U.S.C.
1350,  as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the
undersigned  certifies,  in  his  capacity  as  the  Chief  Executive Officer of
Integral  Technologies,  Inc.,  that, to his knowledge, the Annual Report of the
company  on  Form 10-KSB for the period ended June 30, 2002, fully complies with
the  requirements  of  Section  13(a) of the Securities Exchange Act of 1934 and
that  the  information  contained in the report fairly presents, in all material
respects,  the  company's  financial  condition  and  results  of  operations.

October  11,  2002



 /s/ William S. Robinson
------------------------------
William S. Robinson, Chief Executive Officer



                            CERTIFICATION PURSUANT TO
                    18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Solely  for the purposes of complying with, and the extent required by 18 U.S.C.
1350,  as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the
undersigned  certifies,  in  his  capacity  as  the  Chief  Financial Officer of
Integral  Technologies,  Inc.,  that, to his knowledge, the Annual Report of the
company  on  Form 10-KSB for the period ended June 30, 2002, fully complies with
the  requirements  of  Section  13(a) of the Securities Exchange Act of 1934 and
that  the  information  contained in the report fairly presents, in all material
respects,  the  company's  financial  condition  and  results  of  operations.

October  11,  2002



 /s/ William A. Ince
------------------------------
William A. Ince, Chief Financial Officer


                                       25
<PAGE>
                            CERTIFICATION PURSUANT TO
                    18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I,  William  S. Robinson, Chief Executive Officer of Integral Technologies,
Inc.,  certify  that:

     1.  I  have  reviewed  this  annual  report  on  Form  10-KSB  of  Integral
Technologies,  Inc.;

     2.  Based  on  my knowledge, this annual report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;

     3.  Based  on  my  knowledge, the financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

     4.  The  registrant's  other  certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

          a)  designed  such  disclosure  controls and procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us  by  others  within  those entities,
     particularly  during  the  period  in  which  this  annual  report is being
     prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     annual  report  (the  "Evaluation  Date");  and

          c)  presented  in  this  annual  report  our  conclusions  about  the
     effectiveness  of  the  disclosure  controls  and  procedures  based on our
     evaluation  as  of  the  Evaluation  Date;

     5.  The  registrant's other certifying officers and I have disclosed, based
on  our  most  recent  evaluation,  to  the  registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent  functions):

          a) all significant deficiencies in the design or operation of internal
     controls  which  could adversely affect the registrant's ability to record,
     process,  summarize  and  report financial data and have identified for the
     registrant's  auditors  any  material  weaknesses in internal controls; and

          b)  any  fraud,  whether  or not material, that involves management or
     other  employees  who  have a significant role in the registrant's internal
     controls;  and

     6.  The registrant's other certifying officers and I have indicated in this
annual  report whether there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

October 11, 2002



 /s/ William S. Robinson
------------------------------
William S. Robinson, Chief Executive Officer


                                       26
<PAGE>
                            CERTIFICATION PURSUANT TO
                    18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, William A. Ince, Chief Financial Officer of Integral Technologies, Inc.,
certify  that:

     1.  I  have  reviewed  this  annual  report  on  Form  10-KSB  of  Integral
Technologies,  Inc.;

     2.  Based  on  my knowledge, this annual report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;

     3.  Based  on  my  knowledge, the financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

     4.  The  registrant's  other  certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

          a)  designed  such  disclosure  controls and procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us  by  others  within  those entities,
     particularly  during  the  period  in  which  this  annual  report is being
     prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     annual  report  (the  "Evaluation  Date");  and

          c)  presented  in  this  annual  report  our  conclusions  about  the
     effectiveness  of  the  disclosure  controls  and  procedures  based on our
     evaluation  as  of  the  Evaluation  Date;

     5.  The  registrant's other certifying officers and I have disclosed, based
on  our  most  recent  evaluation,  to  the  registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent  functions):

          a) all significant deficiencies in the design or operation of internal
     controls  which  could adversely affect the registrant's ability to record,
     process,  summarize  and  report financial data and have identified for the
     registrant's  auditors  any  material  weaknesses in internal controls; and

          b)  any  fraud,  whether  or not material, that involves management or
     other  employees  who  have a significant role in the registrant's internal
     controls;  and

     6.  The registrant's other certifying officers and I have indicated in this
annual  report whether there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

October 11, 2002



 /s/ William A. Ince
------------------------------
William A. Ince, Chief Financial Officer


                                       27
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                                  EXHIBIT INDEX

Exhibit  Number     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.)

     4.3            Investment  Agreement  dated  May  11,  2000, by and between
                    Integral  and  Swartz  Private Equity, LLC. (Incorporated by
                    reference  to  Exhibit  4.1  of  Integral's  registration
                    statement  on  Form SB-2 (file no. 333-41938) filed July 21,
                    2000.)

     4.4            Warrant  to  purchase  common stock issued to Swartz Private
                    Equity,  LLC  on  May  11,  2000, exercisable to purchase an
                    aggregate  of  495,000  shares of common stock at $1.306 per
                    share  (subject  to  adjustment)  until  December  13, 2004,
                    granted  to  Swartz  in  connection  with  the  offering  of
                    securities  described  in  Exhibit  4.3.  (Incorporated  by
                    reference  to  Exhibit  4.1  of  Integral's  registration
                    statement  on  Form SB-2 (file no. 333-41938) filed July 21,
                    2000.)

     4.5            Registration  Rights  Agreement,  dated May 11, 2000, by and
                    between  Integral and Swartz Private Equity, LLC, related to
                    the  registration of the common stock to be sold pursuant to
                    Exhibit  4.3.  (Incorporated  by reference to Exhibit 4.1 of
                    Integral's  registration  statement  on  Form SB-2 (file no.
                    333-41938)  filed  July  21,  2000.)

     4.6            Warrant  to  Purchase Common Stock to be issued from time to
                    time in connection with the offering of securities described
                    in Exhibit 4.3. (Incorporated by reference to Exhibit 4.1 of
                    Integral's  registration  statement  on  Form SB-2 (file no.
                    333-41938)  filed  July  21,  2000.)

     4.7            Warrant  Side  Agreement dated May 11, 2000 between Integral
                    and  Swartz  related to the offering of securities described
                    in Exhibit 4.3. (Incorporated by reference to Exhibit 4.1 of
                    Integral's  registration  statement  on  Form SB-2 (file no.
                    333-41938)  filed  July  21,  2000.)

     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.  (Filed  herewith.)

     10.14          Employment  Agreement  between  Integral and William A. Ince
                    dated  July  1,  2002.  (Filed  herewith.)

     21.3           List  of Subsidiaries. (Incorporated by reference to Exhibit
                    21.3  of  Integral's  Annual  Report  on Form 10-KSB for the
                    fiscal  year  ended  June  30,  2001.)


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