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, 2005

[_]  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 Identification No.)
   incorporation or organization)

  805 W. Orchard Drive, Suite 7, 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.   [_]

     Check  whether  the  issuer is a shell company (as defined in Rule 12b-2 of
the  Exchange  Act).  Yes [_]  No [X]

     State issuer's revenues for its most recent fiscal year.  $-11,158-.
                                                               ---------

     As  of  September  15, 2005, the aggregate market value of the voting stock
held  by  non-affiliates,  approximately  37,936,783 shares of Common Stock, was
approximately  $13.8  million  based  on an average of the bid and ask prices of
approximately  $.365  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  15,  2005  was  42,439,149  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  its ElectriPlast technology,
which  is  comprised  of  over  eighty  applications  including  its new antenna
(PlasTenna).  In  addition,  Integral  applies  a  significant  portion  of  its
resources to the protection of its intellectual property through patent filings.
To  date,  we  have  not  realized  any  revenue  from  our  efforts.

TECHNOLOGIES
------------

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.


                                        1
<PAGE>
ElectriPlast

     Building  on  its  PlasTenna  technology,  the  Company  has  developed  an
innovative,  electrically-conductive resin-based material called "ElectriPlast."
The  ElectriPlast  Polymer  is  a  patent-pending,  compounded  formulation  of
resin-based  materials,  which  are  conductively  loaded,  or  doped,  with  a
proprietary-controlled,  balanced  concentration of micron conductive materials,
then  pelletized.  The  conductive  loading or doping within this pellet is then
homogenized  using  conventional  molding  techniques  and  conventional molding
equipment.  The  end  result  is  a  product  that can be molded into any of the
infinite  shapes and sizes associated with plastics and rubbers, but which is as
electrically  conductive  as  if  it  were  metal.

     Various  examples  of applications for ElectriPlast are shielding, lighting
circuitry,  switch actuators, resistors, medical devices, thermal management and
cable  connector  bodies,  to name just a few. Integral plans to introduce these
new  products  and  the  ElectriPlast  Technology  on  a  global  scale.

     The  Company  is  focusing  its  marketing  efforts  on  securing licensing
agreements  for  applications  of  its  ElectriPlast  technology. The  Company's
technologies  will  be  marketed to manufactures of products which would benefit
from  the  incorporation  of  any  of  the  ElectiPlast  applications into their
products.

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

     Integral  has  completed  a patent review of its ElectriPlast technologies,
and  has  filed  80  U.S. patent applications, 4 of which have been issued, 4 of
which  have  been allowed and are pending issuance, 45 which have been filed and
are  pending final approval and 27 are provisional patents. 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 design(s)
described in each issued patent for the 18-year life of the patent.

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

Product  Manufacturing  and  Distribution
-----------------------------------------

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

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

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.

     Integral  will be attempting to introduce the ElectriPlast technology as an
alternative  to  metal  for  use  as  an  electrically conductive material.  The
process  of  educating  potential  customers  about  ElectriPlast may prove time
consuming  and  difficult.


                                        2
<PAGE>
EMPLOYEES
---------

     Integral  and  its  subsidiaries  currently employ or contract a total of 5
people  on a full-time basis.  However, Integral also relies on the expertise of
several  technical advisors who are consulted as needed on a part-time, contract
basis.


SEC  REPORTS  AVAILABLE  ON  WEBSITE
------------------------------------

     The  SEC  maintains  an  Internet  site  (http://www.sec.gov) that contains
reports,  proxy  and  information  statements,  and  other information regarding
issuers  that  file  electronically  with  the  SEC.  Our Annual Reports on Form
10-KSB,  Quarterly Reports on Form 10-QSB, Current Reports on Form 8-K and other
SEC  filings  are  available  on  the  SEC's  website or by visiting our company
website  at  www.itkg.net.


ITEM 2.  DESCRIPTION  OF  PROPERTY.
-----------------------------------

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


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

     There are no pending legal proceedings involving the Company.


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,  2005.


                                        3
<PAGE>
                                     PART II

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

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,  2005  and  2004.

<TABLE>
<CAPTION>
          Quarter Ended       Low Bid   High Bid
          -------------       -------   --------
<S>                           <C>       <C>
          September 30, 2003  $   0.77  $    1.40
          December 31, 2003   $   1.04  $    1.50
          March 31, 2004      $   0.88  $    1.54
          June 30, 2004       $   0.71  $    1.26
          September 30, 2004  $   0.59  $    1.20
          December 31, 2004   $   0.51  $    1.12
          March 31, 2005      $   0.60  $    0.92
          June 30, 2005       $   0.47  $    0.69
</TABLE>

     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.

Holders

     As  of September 15, 2005 there were approximately 202 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").

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.

Recent  Sales  of  Unregistered  Securities

Information  regarding  the  issuance  and  sales  of  securities of the Company
without  registration during the fiscal year ended June 30, 2005, has previously
been  included  in Quarterly Reports on Forms 10-QSB and Current Reports on Form
8-K  filed  during  the  period  covered  by  this  report.

Repurchases  of  equity  securities

The  Company  did not repurchase any of its outstanding equity securities during
the  fourth  quarter  of  the  year  ended  June  30,  2005.


                                        4
<PAGE>
ITEM 6.  MANAGEMENT'S  PLAN  OF  OPERATION.
-------------------------------------------

     Statements  contained  herein  that  are  not  historical  facts  are
forward-looking  statements  as  that  term is defined by the Private Securities
Litigation  Reform  Act  of  1995.  Although  we  believe  that the expectations
reflected in such forward-looking statements are reasonable, the forward-looking
statements  are  subject  to  risks  and  uncertainties  that could cause actual
results  to  differ  from  those  projected.  We  caution  investors  that  any
forward-looking  statements  made by us are not guarantees of future performance
and  that actual results may differ materially from those in the forward-looking
statements.  Such  risks  and  uncertainties  include,  without  limitation:
well-established  competitors who have substantially greater financial resources
and longer operating histories, regulatory delays or denials, ability to compete
as  a  start-up company in a highly competitive market, and access to sources of
capital.

     The  following  discussion  and analysis should be read in conjunction with
our  financial  statements  and  notes  thereto  included elsewhere in this Form
10-KSB.  Except  for the historical information contained herein, the discussion
in  this  Form  10-KSB  contains certain forward-looking statements that involve
risks  and  uncertainties,  such  as  statements  of  our  plans,  objectives,
expectations  and intentions. The cautionary statements made in this Form 10-KSB
should  be  read  as  being applicable to all related forward-looking statements
wherever  they  appear  in  this Form 10-KSB. The Company's actual results could
differ  materially  from  those  discussed  here.

     To  date  the  Company  has  recorded  nominal  revenues  from the sales of
prototypes.  The  Company  is  still  considered a development stage company for
accounting  purposes. From inception on February 12, 1996 through June 30, 2005,
the  Company  has accrued an accumulated deficit of approximately $19.3 million.

     The  Company's  net  loss  for the year ended June 30, 2005 was $1,812,265,
compared to a net loss of $2,543,848 for the prior fiscal year. The net loss for
the year ended June 30, 2005 reflects the reversal of an accrual of $397,296 due
to  West  Virginia  University,  as a result of a global settlement of a lawsuit
during  the  year. The primary expenses during the year ended June 30, 2005 were
salaries  ($588,930),  consulting  fees  ($346,339)  and  legal  and  accounting
($967,581).

     Legal  fees  have  been  exceptionally  high  for  the  past  two years and
primarily  related  to  costs  associated  with  the protection of the Company's
intellectual  property  by pursuing and maintaining technology patent filings in
the  U.S.  as  well as other countries.  Legal fees (including associated filing
fees)  related  to patent filings was approximately $750,000 for the fiscal year
ended  June  30,  2005 and approximately $550,000 for the fiscal year ended June
30,  2004.  The  Company  has also incurred significant legal costs in defending
and  settling  the  lawsuit filed by James E. Smith:  the Company incurred legal
fees (including expert witness fees) of approximately $110,000 in respect of the
Smith  lawsuit  during  the  fiscal  year ended June 30, 2005, and approximately
$210,000  during  the  fiscal year ended June 30, 2004.  As a result of a global
settlement  of  the lawsuit in 2005 that also involved West Virginia University,
the  Company reversed an accrual of $397,296 that had been previously accrued as
a payable to West Virginia University for research and development work that the
Company  had  disputed.

     At June 30, 2005, current liabilities included $561,325 of accounts payable
and  accruals,  with  payables for legal fees (including associated filing fees)
related  to  patent  filings accounting for approximately $450,000 of the total.

     In  June 2005 the Company engaged The QuanStar Group LLC ("QuanStar") as an
advisor to render strategic and consulting services to the Company, primarily in
connection  with  the  expected  high  growth worldwide commercialization of the
Company's  proprietary  ElectriPlast  technology.  The  scope  of services to be
provided to the Company by QuanStar may include:  research of business channels,
strategic and negotiation consultation, distributor/client support, governmental
channels  and  research,  manufacturing  expansion,  international licensees and
distributors,  client  introductions,  and  exit  planning.

     The  term of the agreement with QuanStar is one year.  Unless terminated by
either  party  at  least  thirty days prior to the end of the one year term, the
agreement  shall  automatically  be  renewed  for  successive  one year periods.
During  the  term  of  the  agreement,  the  Company agreed to pay to QuanStar a
monthly  retainer  of  $15,000  and  to  reimburse  QuanStar  for all reasonable
out-of-pocket  expenses.  In  addition  the  Company  will pay to QuanStar a fee


                                        5
<PAGE>
equal  to  5%  of the Net Revenue actually paid to the Company by new clients or
other parties directly introduced by QuanStar.  "Net Revenue" is defined to mean
revenue  actually received by the Company from third parties in respect of sales
of the Company's products and/or services, license fees, or research grants, net
of  taxes  payable  by  the  Company with respect to such amounts and all direct
costs  incurred  by  the  Company  in  generating  such  revenue.

     The  Company  also  issued  500,000  shares  of  restricted common stock (a
non-cash  expense) to QuanStar in June 2005.  The shares have been recorded at a
value  of  $270,000  (representing the market value of the shares on the date of
issuance) and are being expensed over a 12 month period at a rate of $22,500 per
month.  At  June  30,  2005,  $262,500  of  this  amount  is included in Prepaid
Expenses.

     QuanStar is an active strategic management company that provides assistance
to  companies  who  find  themselves  at  a defining business juncture. QuanStar
represents  its  principals  to be recognized leaders in their fields.  QuanStar
will  act  as an extension of Integral's senior management team, with multilevel
involvement  in  both  strategy  development  and  execution.

     Since its engagement with the Company, Quanstar has introduced Integral and
the  ElectriPlast  technology  to  a  number  of Fortune 500 companies with whom
Integral  would  not  otherwise  have  been  able  to  access  independently.

     Presently, the Company is focusing all of its resources on the researching,
developing  and  commercializing  its  PlasTenna  and ElectriPlast technologies.

     The  Company's business strategy is to focus on leveraging its intellectual
property  and  its  strengths  in  product  design  and material innovation. The
Company  does  not  intend  to  manufacture  products  but  rather  license  its
technology  for incorporation into end products and in turn earn royalty income.

     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.  If  necessary,  the  Company  will  rely on contract
manufacturers  to  produce  products.

     The  Company's  business  strategy  focuses  on leveraging its intellectual
property  rights.  The  Company  is  focusing  its marketing efforts on securing
licensing  agreements  for  applications  of  its  PlasTenna  and  ElectriPlast
technologies  with  manufacturers  of  products  which  would  benefit  from the
incorporation  of  any  of  the  PlasTenna  or  ElectriPlast  applications.

     The  Company  anticipates  spending  approximately  $250,000  over the next
twelve  months  on  ongoing  research  and  development  (primarily salaries and
consulting  fees)  of  the  different applications and uses of its technologies.

     During  the  next twelve months, the Company does not anticipate increasing
its  staff.

     As  of  June  30,  2005,  the Company had $1,791,442 in cash.  Although the
Company's cash needs for the last two fiscal years has averaged approximately $2
million  per year, management expects a notable reduction in legal fees over the
next  12  months  due  to the settlement of the Smith lawsuit and an anticipated
significant  decrease  in  patent  filings, and therefore believes that there is
adequate cash on hand to fund operations over the next twelve months.


                                        6
<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.


ITEM 8A.  CONTROLS AND PROCEDURES.
----------------------------------

DISCLOSURE  CONTROLS  AND  PROCEDURES

     As of the end of the period covered by this report (the "Evaluation Date"),
the  Company  carried  out  an  evaluation,  under  the supervision and with the
participation of management, including the Chief Executive Officer and the Chief
Financial  Officer,  of  the  effectiveness  of  the design and operation of the
Company's  disclosure  controls  and procedures (as defined in Rule 13a-15(e) of
the  Securities  Exchange  Act  of 1934, as amended (the "Exchange Act")). Based
upon  that  evaluation,  the Chief Executive Officer and Chief Financial Officer
concluded that, as of the Evaluation Date, the Company's disclosure controls and
procedures were effective to ensure that information required to be disclosed by
the  Company  in  the reports that it files or submits under the Exchange Act is
(i)  recorded,  processed,  summarized  and  reported  within  the  time periods
specified  in  applicable rules and forms, and (ii) accumulated and communicated
to  our  management,  including  our Chief Executive Officer and Chief Financial
Officer, to allow timely decisions regarding required disclosure.

INTERNAL CONTROL OVER FINANCIAL REPORTING

     In preparation for the annual report of management regarding our evaluation
of  our  internal  controls that is required to be included in our annual report
for  the  year  ended  June 30, 2008 by Section 404 of the Sarbanes-Oxley Act of
2002, we will need to assess the adequacy of our internal control, remediate any
weaknesses  that  may  be  identified, validate that controls are functioning as
documented  and  implement  a  continuous  reporting and improvement process for
internal  controls.  We may discover deficiencies that require us to improve our
procedures,  processes and systems in order to ensure that our internal controls
are  adequate  and effective and that we are in compliance with the requirements
of  Section  404  of  the  Sarbanes-Oxley  Act.  If  the  deficiencies  are  not
adequately addresses, or if we are unable to complete all of our testing and any
remediation  in  time for compliance with the requirements of Section 404 of the
Sarbanes-Oxley  Act  and  the SEC rules under it, we would be unable to conclude
that  our  internal controls over financial reporting are designed and operation
effectively,  which  could  adversely  affect  our  investor  confidence  in our
internal  controls  over  financial  reporting.


ITEM 8B.  OTHER INFORMATION.
----------------------------

     None.


                                        7
<PAGE>



     INTEGRAL TECHNOLOGIES, INC.
     (A DEVELOPMENT STAGE COMPANY)

     CONSOLIDATED FINANCIAL STATEMENTS
     JUNE 30, 2005, 2004 AND 2003
     (US DOLLARS)




     INDEX                                                        PAGE
     -----                                                        ----

     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      F-1

     FINANCIAL STATEMENTS

     Consolidated Balance Sheets                                  F-2

     Consolidated Statements of Operations                        F-3

     Consolidated Statements of Stockholders' Equity (Deficit)   F4-F7

     Consolidated Statements of Cash Flows                        F-8

     Notes to Consolidated Financial Statements                  F9-F22


<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

We  have  audited the consolidated balance sheets of Integral Technologies, Inc.
(A  Development  Stage  Company)  as  of  June 30, 2005 and 2004 and the related
statements of operations, stockholders' equity (deficit) and cash flows for each
of  the  years  ended June 30, 2005, 2004 and 2003 and the cumulative totals for
the  development  stage of operations from February 12, 1996 (inception) through
June  30,  2005.  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 standard of the Public
Company  Accounting Oversight Board (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, 2005 and 2004 and
the  consolidated  results  of its operations and its cash flows for each of the
years  ended  June  30,  2005,  2004  and 2003 and the cumulative totals for the
development  stage of operations from February 12, 1996 (inception) through June
30,  2005  in  conformity  with  accounting principles generally accepted in the
United  States  of  America.

"Pannell Kerr Forster"
(Registered with the PCAOB as "Smythe Ratcliffe")


Chartered Accountants

Vancouver, Canada
September 27, 2005


See notes to consolidated financial statements.  F-1

<PAGE>
<TABLE>
<CAPTION>
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
JUNE 30
(US DOLLARS)

====================================================================================
                                                            2005           2004
------------------------------------------------------------------------------------
<S>                                                     <C>            <C>
ASSETS
CURRENT
  Cash                                                  $  1,791,442   $  3,905,773
  Prepaid expenses (note 5(a)(ii)(b))                        272,142         26,091
------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                       2,063,584      3,931,864
PROPERTY AND EQUIPMENT (note 3)                                8,219         31,250
INVESTMENTS (note 4)                                               0              1
------------------------------------------------------------------------------------
TOTAL ASSETS                                            $  2,071,803   $  3,963,115
====================================================================================
LIABILITIES
CURRENT
  Accounts payable and accruals (note 7)                $    561,325   $    522,337
  Due to West Virginia University Research
    Corporation (note 9(a))                                        0        397,296
------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                    581,325        919,633
------------------------------------------------------------------------------------
CONTINGENCIES (note 9)
STOCKHOLDERS' EQUITY (note 5)
PREFERRED STOCK AND PAID-IN CAPITAL IN EXCESS
  OF $0.001 PAR VALUE
    20,000,000    Shares authorized
       308,538    (2004 -321,038) Shares issued and
                  outstanding (note 5(b))                    308,538        321,038
COMMON STOCK AND PAID-IN CAPITAL IN EXCESS
  OF $0.001 PAR VALUE
    50,000,000    Shares authorized
    42,439,149    (2004 -40,181,849) Shares issued and
                  outstanding (note 5(a))                 20,522,085     20,197,085
PROMISSORY NOTES RECEIVABLE (note 5(e))                      (66,500)       (66,500)
OTHER COMPREHENSIVE INCOME                                    46,267         46,267
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE         (19,319,912)   (17,454,408)
------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY                                 1,490,478      3,043,482
------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $  2,071,803   $  3,963,115
====================================================================================
</TABLE>


See notes to consolidated financial statements.  F-2

<PAGE>
<TABLE>
<CAPTION>
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(US DOLLARS)

==================================================================================================================
                                                                                                     PERIOD FROM
                                                                                                     FEBRUARY 12,
                                                                                                        1996
                                                                                                     (INCEPTION)
                                                                                                       THROUGH
                                                       2005             2004             2003       JUNE 30, 2005
------------------------------------------------------------------------------------------------------------------
<S>                                             <C>              <C>              <C>              <C>

REVENUE                                         $       11,158   $        1,483   $       21,355   $      249,308
COST OF SALES                                                0                0                0          216,016
------------------------------------------------------------------------------------------------------------------
                                                        11,158            1,483           21,355           33,292
OTHER INCOME                                            55,462                0                0          658,305
------------------------------------------------------------------------------------------------------------------
                                                        66,620            1,483           21,355          691,597
------------------------------------------------------------------------------------------------------------------

EXPENSES
  Legal and accounting                                 967,581          909,398          151,651        3,053,148
  Salaries                                             588,930          685,023          467,093        4,530,401
  Consulting                                           346,339          536,728          445,193        3,038,584
  General and administrative                           154,338          123,596           57,515          784,351
  Travel and entertainment                             107,069          133,132           93,879          983,869
  Rent                                                  32,816           33,631           31,838          320,065
  Telephone                                             29,312           38,375           29,892          324,987
  Advertising                                           17,500            6,000            9,360          294,755
  Bank charges and interest, net                         9,264           55,374            1,498          172,493
  Write-off of investments (note 4)                          1                0                0        1,250,000
  Financing fees                                             0           25,000                0          129,542
    Non-competition agreement                                0                0                0          711,000
  Write-down of license  and operating assets                0                0                0        1,855,619
  Interest on beneficial conversion feature                  0                0                0          566,456
  Remuneration pursuant to proprietary,
  Bad debts (recovery)                                       0          (23,958)          10,753           52,613
  Settlement of lawsuit (note 9(b))                          0                0           45,250           45,250
  Research and development (note 9(a))                (397,296)               0            1,234          847,459
  Depreciation and amortization                         23,031           23,032           23,032          316,167
------------------------------------------------------------------------------------------------------------------

                                                     1,878,885        2,545,331        1,368,188       19,276,759
------------------------------------------------------------------------------------------------------------------

NET LOSS FOR YEAR                               $   (1,812,265)  $   (2,543,848)  $   (1,346,833)  $  (18,585,162)
==================================================================================================================

NET LOSS PER COMMON SHARE                       $        (0.04)  $        (0.07)  $        (0.04)
==================================================================================================================

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING                         40,490,001       36,391,491       31,928,310
==================================================================================================================
</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)
(US DOLLARS)

=====================================================================================================================
                                                       COMMON                            PREFERRED
                                    SHARES            STOCK AND         SHARES OF        STOCK AND
                                  OF COMMON        PAID-IN CAPITAL      PREFERRED     PAID-IN CAPITAL     PROMISSORY
                                    STOCK             IN EXCESS          STOCK           IN EXCESS           NOTES
                                    ISSUED             OF PAR            ISSUED            OF PAR         RECEIVABLE
---------------------------------------------------------------------------------------------------------------------
<S>                           <C>              <C>                <C>              <C>               <C>
SHARES ISSUED FOR
  Cash                              1,000,000  $         10,000                 0  $              0  $              0
  Property and equipment
    (to officers
    and directors)                  1,500,000            15,000                 0                 0                 0
  Services (provided by
    officers and directors)         2,000,000            20,000                 0                 0                 0
  Services (others)                 1,500,000            15,000                 0                 0                 0
Foreign currency
  translation                               0                 0                 0                 0                 0
Net loss for year                           0                 0                 0                 0                 0
---------------------------------------------------------------------------------------------------------------------

BALANCE, JUNE 30, 1996              6,000,000            60,000                 0                 0                 0
SHARES ISSUED FOR
  Cash                              5,086,000           865,514                 0                 0                 0
  Share issue costs                         0           (48,920)                0                 0                 0
  Services                            564,000            63,036                 0                 0                 0
  Acquisition of subsidiary           100,000           275,000                 0                 0                 0
Foreign currency
  translation                               0                 0                 0                 0                 0
Net loss for year                           0                 0                 0                 0                 0
---------------------------------------------------------------------------------------------------------------------

BALANCE, JUNE 30, 1997             11,750,000         1,214,630                 0                 0                 0
SHARES ISSUED FOR
Cash                                  825,396           650,000                 0                 0                 0
Share issue costs                           0           (78,000)                0                 0                 0
Foreign currency
  translation                               0                 0                 0                 0                 0
Net loss for year                           0                 0                 0                 0                 0
---------------------------------------------------------------------------------------------------------------------

BALANCE, JUNE 30, 1998             12,575,396  $      1,786,630                 0  $              0  $              0
---------------------------------------------------------------------------------------------------------------------


=======================================================================================================
                                                                        DEFICIT
                                                                      ACCUMULATED
                                                      OTHER           DURING THE            TOTAL
                                    SHARE         COMPREHENSIVE       DEVELOPMENT        STOCKHOLDERS'
                                SUBSCRIPTIONS         INCOME             STAGE         EQUITY (DEFICIT)
-------------------------------------------------------------------------------------------------------
<S>                           <C>               <C>                <C>                <C>
SHARES ISSUED FOR
  Cash                        $              0  $              0   $              0   $         10,000
  Property and equipment
    (to officers
    and directors)                           0                 0                  0             15,000
  Services (provided by
    officers and directors)                  0                 0                  0             20,000
  Services (others)                          0                 0                  0             15,000
Foreign currency
  translation                                0            (1,226)                 0             (1,226)
Net loss for year                            0                 0           (344,843)          (344,843)
-------------------------------------------------------------------------------------------------------

BALANCE, JUNE 30, 1996                       0            (1,226)          (344,843)          (286,069)
SHARES ISSUED FOR
  Cash                                       0                 0                  0            865,514
  Share issue costs                          0                 0                  0            (48,920)
  Services                                   0                 0                  0             63,036
  Acquisition of subsidiary                  0                 0                  0            275,000
Foreign currency
  translation                                0            12,601                  0             12,601
Net loss for year                            0                 0           (822,217)          (822,217)
-------------------------------------------------------------------------------------------------------

BALANCE, JUNE 30, 1997                       0            11,375         (1,167,060)            58,945
SHARES ISSUED FOR
Cash                                         0                 0                  0            650,000
Share issue costs                            0                 0                  0            (78,000)
Foreign currency
  translation                                0            24,860                  0             24,860
Net loss for year                            0                 0           (937,373)          (937,373)
-------------------------------------------------------------------------------------------------------

BALANCE, JUNE 30, 1998        $              0  $         36,235   $     (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)
(U.S. DOLLARS)

=================================================================================================================================
                                                               COMMON                            PREFERRED
                                            SHARES OF         STOCK AND         SHARES OF        STOCK AND
                                              COMMON       PAID-IN CAPITAL      PREFERRED      PAID-IN CAPITAL     PROMISSORY
                                              STOCK           IN EXCESS           STOCK          IN EXCESS            NOTES
                                              ISSUED            OF PAR            ISSUED           OF PAR           RECEIVABLE
---------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>              <C>                <C>              <C>               <C>

BALANCE, JUNE 30, 1998                        12,575,396  $      1,786,630                 0  $              0  $              0
SHARES ISSUED FOR
  Cash                                           200,000            50,000                 0                 0                 0
  Exercise of stock options                      445,000            80,500                 0                 0                 0
  Promissory note                              1,683,789           252,568                 0                 0          (284,068)
  Settlement of lawsuit                          150,000            15,000                 0                 0                 0
  Services (provided by
    officers and directors)                      666,666           100,000                 0                 0                 0
  Share issue costs                                    0          (100,500)                0                 0                 0
  Services                                       250,000            50,000                 0                 0                 0
  Conversion of convertible debentures         3,869,120           525,813                 0                 0                 0
  Acquisition of subsidiary                    1,800,000           619,200                 0                 0                 0
  Held in escrow                                 447,091                 0                 0                 0                 0
  Stock option benefit                                 0            70,600                 0                 0                 0
  Beneficial conversion feature                        0           566,456                 0                 0                 0
Foreign currency translation                           0                 0                 0                 0                 0
Net loss for year                                      0                 0                 0                 0                 0
---------------------------------------------------------------------------------------------------------------------------------

BALANCE JUNE 30, 1999                         22,087,062         4,016,267                 0                 0          (284,068)
SHARES ISSUED FOR
  Cash on private placement                    2,650,000         3,975,000                 0                 0                 0
  Exercise of options                          1,245,000           256,700                 0                 0                 0
  Services                                        50,000            13,000                 0                 0                 0
  Settlement of debt                                   0                 0           664,410           664,410                 0
Shares released from escrow                            0            75,558                 0                 0                 0
Stock option benefit                                   0            48,256                 0                 0                 0
Promissory note repayment                              0                 0                 0                 0           225,568
Foreign currency translation                           0                 0                 0                 0                 0
Net loss for year                                      0                 0                 0                 0                 0
---------------------------------------------------------------------------------------------------------------------------------

BALANCE, JUNE 30, 2000                        26,032,062  $      8,384,781           664,410  $        664,410  $        (58,500)
---------------------------------------------------------------------------------------------------------------------------------

=================================================================================================================
                                                                                  DEFICIT
                                                                                ACCUMULATED
                                                                OTHER           DURING THE            TOTAL
                                              SHARE         COMPREHENSIVE       DEVELOPMENT       STOCKHOLDERS'
                                          SUBSCRIPTIONS         INCOME             STAGE         EQUITY (DEFICIT)
-----------------------------------------------------------------------------------------------------------------
<S>                                      <C>               <C>               <C>                <C>
BALANCE, JUNE 30, 1998                   $              0  $         36,235  $     (2,104,433)  $       (281,568)
SHARES ISSUED FOR
  Cash                                                  0                 0                 0             50,000
  Exercise of stock options                             0                 0                 0             80,500
  Promissory note                                       0                 0                 0            (31,500)
  Settlement of lawsuit                                 0                 0                 0             15,000
  Services (provided by
    officers and directors)                             0                 0                 0            100,000
  Share issue costs                                     0                 0                 0           (100,500)
  Services                                              0                 0                 0             50,000
  Conversion of convertible debentures                  0                 0                 0            525,813
  Acquisition of subsidiary                             0                 0                 0            619,200
  Held in escrow                                        0                 0                 0                  0
  Stock option benefit                                  0                 0                 0             70,600
  Beneficial conversion feature                         0                 0                 0            566,456
Foreign currency translation                            0             8,444                 0              8,444
Net loss for year                                       0                 0        (1,404,021)        (1,404,021)
-----------------------------------------------------------------------------------------------------------------

BALANCE JUNE 30, 1999                                   0            44,679        (3,508,454)           268,424
SHARES ISSUED FOR
  Cash on private placement                             0                 0                 0          3,975,000
  Exercise of options                                   0                 0                 0            256,700
  Services                                              0                 0                 0             13,000
  Settlement of debt                                    0                 0                 0            664,410
Shares released from escrow                             0                 0                 0             75,558
Stock option benefit                                    0                 0                 0             48,256
Promissory note repayment                               0                 0                 0            225,568
Foreign currency translation                            0             1,614                 0              1,614
Net loss for year                                       0                 0        (1,537,402)        (1,537,402)
-----------------------------------------------------------------------------------------------------------------

BALANCE, JUNE 30, 2000                   $              0  $         46,293  $     (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)
(US DOLLARS)

=========================================================================================================================
                                                       COMMON                             PREFERRED
                                     SHARES           STOCK AND         SHARES OF         STOCK AND
                                   OF COMMON       PAID IN CAPITAL      PREFERRED      PAID- IN CAPITAL    PROMISSORY
                                     STOCK            IN EXCESS           STOCK           IN EXCESS           NOTES
                                     ISSUED             OF PAR            ISSUED            OF PAR         RECEIVABLE
-------------------------------------------------------------------------------------------------------------------------
<S>                            <C>              <C>                <C>               <C>                <C>
BALANCE, JUNE 30, 2000              26,032,062  $      8,384,781           664,410   $        664,410   $        (58,500)
SHARES ISSUED FOR
  Cash on private placement             81,885           112,480                 0                  0                  0
  Exercise of options                  517,000            91,515                 0                  0                  0
  Services                             100,000            40,000                 0                  0                  0
  Held in escrow                       218,115                 0                 0                  0                  0
Stock option benefit                         0           272,207                 0                  0                  0
Dividends on preferred shares                0                 0                 0                  0                  0
Share subscriptions                          0                 0                 0                  0                  0
Redeemed shares                              0                 0          (100,000)          (100,000)                 0
Foreign currency translation                 0                 0                 0                  0                  0
Net loss for year                            0                 0                 0                  0                  0
-------------------------------------------------------------------------------------------------------------------------

BALANCE, JUNE 30, 2001              26,949,062         8,900,983           564,410            564,410            (58,500)
SHARES ISSUED FOR
  Proprietary non-competition
    agreement                          450,000           711,000                 0                  0                  0
  Held in escrow                       700,000                 0                 0                  0                  0
  Exercise of options                2,263,500           971,200                 0                  0            (15,000)
  Exercise of warrants                 325,000           130,000                 0                  0                  0
  Subscriptions                        100,000            40,000                 0                  0                  0
Stock option compensation                    0           415,685                 0                  0                  0
Shares released from escrow                  0           954,582                 0                  0                  0
Dividends on preferred shares                0                 0                 0                  0                  0
Redeemed shares                              0                 0          (124,800)          (124,800)                 0
Write-off of promissory
  note receivable                            0            (7,000)                0                  0              7,000
Net loss for year                            0                 0                 0                  0                  0
-------------------------------------------------------------------------------------------------------------------------

BALANCE, JUNE 30, 2002              30,787,562  $     12,116,450           439,610   $        439,610   $        (66,500)
-------------------------------------------------------------------------------------------------------------------------


=========================================================================================================
                                                                            DEFICIT
                                                                          ACCUMULATED
                                                          OTHER           DURING THE          TOTAL
                                       SHARE          COMPREHENSIVE       DEVELOPMENT     STOCKHOLDERS'
                                   SUBSCRIPTIONS         INCOME              STAGE       EQUITY (DEFICIT)
---------------------------------------------------------------------------------------------------------
<S>                            <C>                <C>                <C>                <C>
BALANCE, JUNE 30, 2000         $              0   $         46,293   $     (5,045,856)  $      3,991,128
SHARES ISSUED FOR
  Cash on private placement                   0                  0                  0            112,480
  Exercise of options                         0                  0                  0             91,515
  Services                                    0                  0                  0             40,000
  Held in escrow                              0                  0                  0                  0
Stock option benefit                          0                  0                  0            272,207
Dividends on preferred shares                 0                  0            (30,720)           (30,720)
Share subscriptions                      50,000                  0                  0             50,000
Redeemed shares                               0                  0           (100,000)          (200,000)
Foreign currency translation                  0                (26)                 0                (26)
Net loss for year                             0                  0         (4,000,169)        (4,000,169)
---------------------------------------------------------------------------------------------------------

BALANCE, JUNE 30, 2001                   50,000             46,267         (9,176,745)           326,415
SHARES ISSUED FOR
  Proprietary non-competition
    agreement                                 0                  0                  0            711,000
  Held in escrow                              0                  0                  0                  0
  Exercise of options                   (10,000)                 0                  0            946,200
  Exercise of warrants                        0                  0                  0            130,000
  Subscriptions                         (40,000)                 0                  0                  0
Stock option compensation                     0                  0                  0            415,685
Shares released from escrow                   0                  0                  0            954,582
Dividends on preferred shares                 0                  0            (26,087)           (26,087)
Redeemed shares                               0                  0           (187,200)          (312,000)
Write-off of promissory
  note receivable                             0                  0                  0                  0
Net loss for year                             0                  0         (3,836,191)        (3,836,191)
---------------------------------------------------------------------------------------------------------

BALANCE, JUNE 30, 2002         $              0   $         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 STOCKHOLDERS' EQUITY (DEFICIT)
(US DOLLARS)

===============================================================================================================================
                                                            COMMON                             PREFERRED
                                          SHARES          STOCK AND         SHARES OF          STOCK AND
                                        OF COMMON      PAID-IN CAPITAL      PREFERRED       PAID IN-CAPITAL      PROMISSORY
                                          STOCK           IN EXCESS           STOCK            IN EXCESS            NOTES
                                          ISSUED            OF PAR            ISSUED            OF PAR           RECEIVABLE
-------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>               <C>               <C>               <C>                <C>

BALANCE, JUNE 30, 2002                    30,787,562   $     12,116,450          439,610   $        439,610   $        (66,500)
SHARES ISSUED FOR                                                                      0
  Cash on private placement                1,684,000            842,050                0                  0                  0
  Settlement of debt                         144,793            104,542                0                  0                  0
  Services                                   200,000            196,000                0                  0                  0
  Exercise of options                         52,500             43,750                0                  0                  0
  Exercise of warrants                        55,000             27,500                0                  0                  0
Subscription received                              0                  0                0                  0                  0
Stock option compensation                          0              5,460                0                  0                  0
Settlement of lawsuit (note 9(b))                  0                  0                0                  0                  0
Dividends on preferred shares                      0                  0                0                  0                  0
Net loss for year                                  0                  0                0                  0                  0
-------------------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2003                    32,923,855         13,335,752          439,610            439,610            (66,500)
SHARES ISSUED FOR
  Cash on private placement                6,609,336          6,042,935                0                  0                  0
  Cash on exercise of options                 25,000             25,000                0                  0                  0
  Settlement of lawsuit (note 9(b))           37,500             35,250                0                  0                  0
  Services                                    25,000             21,873                0                  0                  0
  Redemption of preferred shares             415,000            415,000         (118,572)          (118,572)                 0
  Exercise of warrants                       288,298                  0                0                  0                  0
Shares returned to treasury for
    cancellation                            (142,140)                 0                0                  0                  0
Stock option compensation                          0            321,275                0                  0                  0
Dividends on preferred shares                      0                  0                0                  0                  0
Net loss for year                                  0                  0                0                  0                  0
-------------------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2004                    40,181,849         20,197,085          321,038            321,038            (66,500)
SHARES ISSUED FOR
  Settlement of debt                          44,000             55,000                0                  0                  0
  Cashless exercise of warrants            1,713,300                  0                0                  0                  0
  For services                               500,000            270,000                0                  0                  0
  Redemption of preferred shares                   0                  0          (12,500)           (12,500)                 0
  Dividends on preferred shares                    0                  0                0                  0                  0
  Net loss for year                                0                  0                0                  0                  0
-------------------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2005                    42,439,149   $     20,522,085          308,538   $        308,538   $        (66,500)
===============================================================================================================================


==============================================================================================================
                                                                               DEFICIT
                                                                             ACCUMULATED
                                                             OTHER           DURING THE            TOTAL
                                           SHARE         COMPREHENSIVE       DEVELOPMENT       STOCKHOLDERS'
                                       SUBSCRIPTIONS         INCOME             STAGE        EQUITY (DEFICIT)
--------------------------------------------------------------------------------------------------------------
<S>                                  <C>                <C>               <C>                <C>

BALANCE, JUNE 30, 2002               $              0   $         46,267  $    (13,226,223)  $       (690,396)
SHARES ISSUED FOR
  Cash on private placement                         0                  0                 0            842,050
  Settlement of debt                                0                  0                 0            104,542
  Services                                          0                  0                 0            196,000
  Exercise of options                               0                  0                 0             43,750
  Exercise of warrants                              0                  0                 0             27,500
Subscription received                         176,665                  0                 0            176,665
Stock option compensation                           0                  0                 0              5,460
Settlement of lawsuit (note 9(b))              35,250                  0                 0             35,250
Dividends on preferred shares                       0                  0           (22,060)           (22,060)
Net loss for year                                   0                  0        (1,346,833)        (1,346,833)
--------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2003                        211,915             46,267           258,182           (628,072)
SHARES ISSUED FOR
  Cash on private placement                  (211,915)                 0                 0          5,831,020
  Cash on exercise of options                       0                  0                 0             25,000
  Settlement of lawsuit (note 9(b))                 0                  0                 0             35,250
  Services                                          0                  0                 0             21,873
  Redemption of preferred shares                    0                  0          (296,428)                 0
  Exercise of warrants                              0                  0                 0                  0
Shares returned to treasury for
    cancellation                                    0                  0                 0                  0
Stock option compensation                           0                  0                 0            321,275
Dividends on preferred shares                       0                  0           (19,016)           (19,016)
Net loss for year                                   0                  0        (2,543,848)        (2,543,848)
--------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2004                              0             46,267       (17,454,408)         3,043,482
SHARES ISSUED FOR
  Settlement of debt                                0                  0                 0             55,000
  Cashless exercise of warrants                     0                  0                 0                  0
  For services                                      0                  0                 0            270,000
  Redemption of preferred shares                    0                  0           (37,500)           (50,000)
  Dividends on preferred shares                     0                  0           (15,739)           (15,739)
  Net loss for year                                 0                  0        (1,812,265)        (1,812,265)
--------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2005               $              0   $         46,267  $    (19,319,912)  $      1,490,478
==============================================================================================================
</TABLE>


See notes to consolidated financial statements.  F-7

<PAGE>
<TABLE>
<CAPTION>
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(US DOLLARS)

=======================================================================================================================
                                                                                                        PERIOD FROM
                                                                                                     FEBRUARY 12, 1996
                                                                      YEARS ENDED JUNE 30,              (INCEPTION)
                                                              2005            2004          2003      JUNE 30, 2005
-----------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                <C>           <C>           <C>
OPERATING ACTIVITIES
  Net loss                                           $     (1,812,265)  $(2,543,848)  $(1,346,833)  $      (18,585,165)
  Adjustments to reconcile net loss to
  net cash used by operating activities
    Write-down of investment                                        1             0             0            1,250,000
    Other income                                              (55,462)            0             0             (658,305)
    Proprietary, non-competition
      agreement                                                                   0             0              711,000
    Consulting services and financing fees                      7,500        61,873       223,500              964,773
    Depreciation and amortization                              23,031        23,032        24,302              341,722
    Stock option compensation                                       0       321,275         5,460            1,133,483
    Interest on beneficial conversion                               0             0             0              566,456
    Settlement of lawsuit                                           0             0        45,250               60,250
    Write-down of license and operating assets                      0             0             0            1,853,542
    Bad debt                                                        0         1,141        10,752               77,712
    Due to West Virginia University
      Research Corporation                                   (397,296)            0             0                    0
  Changes in non-cash working capital
    Due from affiliated company                                     0             0             0             (116,000)
    Notes and accounts receivable                                   0             0         3,873             (109,213)
    Inventory                                                       0             0             0              (46,842)
    Prepaid expenses                                           16,449       (14,247)        3,249               (9,642)
    Deferred revenue and other                                      0             0       (13,232)              (2,609)
    Accounts payable and accruals                             153,711        31,067      (112,371)             900,606
-----------------------------------------------------------------------------------------------------------------------
NET CASH USED BY OPERATING ACTIVITIES                      (2,064,331)   (2,119,707)   (1,156,050)         (11,668,229)
-----------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Purchase of property, equipment and
    Intangibles assets                                              0             0             0             (200,935)
  Assets acquired and liabilities assumed
    on purchase of subsidiary                                       0             0             0             (129,474)
  Investment in and advances to affiliate companies                 0             0             0           (2,000,000)
  License agreements                                                0             0             0             (124,835)
-----------------------------------------------------------------------------------------------------------------------
NET CASH USED BY INVESTING ACTIVITIES                               0             0             0           (2,455,244)
-----------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Redemption of preferred shares                              (50,000)            0             0              (50,000)
  Repayment of loan                                                 0             0             0              (45,000)
  Advances from stockholders                                        0             0             0            1,078,284
  Repayments to stockholders                                        0             0             0              (94,046)
  Subscriptions received                                            0             0       176,665              226,665
  Proceeds from issuance of common stock                            0     5,851,270       885,800           14,380,165
  Proceeds from convertible debentures                              0             0             0              600,000
  Share issue costs                                                 0             0             0             (227,420)
-----------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                     (50,000)    5,851,270     1,062,465           15,868,648
EFFECT OF FOREIGN CURRENCY TRANSLATION
  ON CASH                                                           0             0             0               46,267
-----------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH                                (2,114,331)    3,731,563       (93,585)           1,791,442
CASH, BEGINNING OF YEAR                                     3,905,773       174,210       267,795                    0
-----------------------------------------------------------------------------------------------------------------------
CASH, END OF YEAR                               $           1,791,442   $ 3,905,773   $   174,210   $        1,791,442
=======================================================================================================================
Supplemental cash flow information (note 6)
</TABLE>


See notes to consolidated financial statements.  F-8

<PAGE>
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2005, 2004 AND 2003
(US 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.

     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.

2.   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"), Antek Wireless
          Inc. ("Antek") and Plastenna, Inc. ("Plastenna") a Delaware
          corporation and its 76.625% owned subsidiary, Emergent Technologies
          Corp. ("ETC"). All inter-company balances and transactions have been
          eliminated.

     (b)  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
               Molds                                  -   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.

     (c)  Loss per share

          Basic 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 of diluted loss per share because their
          effect would be anti-dilutive.


                                      F-9
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2005,  2004  AND  2003
(US  DOLLARS)

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

2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     (d)  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.

     (e)  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.

     (f)  Foreign currency translation

          Transactions and financial statements for the Company's operations
          whose functional currency is the US dollar are translated into US
          dollars at the exchange rates in effect at the balance sheet dates for
          monetary assets and liabilities, and at historical exchange rates for
          non-monetary assets and liabilities. Revenue and expenses are
          translated at average rates for the period, except for amortization
          and depreciation, which are translated on the same basis as the
          related assets. Resulting translation gains or losses are reflected in
          net earnings (loss).

     (g)  Research and development

          Research and development expenditures are charged to operations as
          incurred.

     (h)  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.


                                      F-10
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2005,  2004  AND  2003
(US  DOLLARS)

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

2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     (i)  Financial instruments

          (i)  Fair value

               The carrying value of cash, accounts payable and accruals
               approximate their fair value because of the short maturity of
               these financial instruments.

          (ii) Interest rate risk

               The Company is not exposed to significant interest rate risk due
               to the short-term maturity of its monetary current assets and
               current liabilities.

         (iii) Credit risk

               The Company's financial assets that are exposed to credit risk
               consist primarily of cash which is placed with major financial
               institutions.

          (iv) Currency risk

               The Company translates the results of non-US operations into US
               currency using rates approximating the average exchange rate for
               the year. The exchange rate may vary from time to time. This risk
               is considered nominal as the Company does not incur any
               significant transactions in non-US currency.

     (j)  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.


                                      F-11
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2005,  2004  AND  2003
(US  DOLLARS)

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

2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     (k)  Stock-based compensation

          The Company applies APB Opinion No. 25 and related interpretations in
          accounting for its stock options granted to employees. During the 2005
          fiscal year the Company granted 1,000,000 stock options to an employee
          and extended the expiry date of 790,000 options. In accordance with
          FIN 44 options with extended expiry date have been re-measured at the
          date of change. Accordingly, compensation expense of $Nil (2004 -
          $136,750; 2003 - $Nil) 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:

<TABLE>
<CAPTION>
=========================================================================================
                                                      2005           2004        2003
-----------------------------------------------------------------------------------------
<S>                                              <C>           <C>           <C>
          Net loss, as reported                  $(1,812,265)  $(2,543,848)  $(1,346,833)

          Add:  Stock-based employee
          compensation expense under
          intrinsic value method included in
          reported net loss, net of related tax
          effects                                          0       136,750             0

          Deduct:  Total stock-based
          compensation expense determined
          under fair value based method for all
          awards, net of related tax effects        (326,000)      (14,159)     (230,180)
-----------------------------------------------------------------------------------------

          Net loss, pro-forma                    $(2,138,265)  $(2,421,257)  $(1,577,013)
=========================================================================================

          Net loss per share, as reported        $     (0.04)  $     (0.07)  $     (0.04)

          Add:  Stock-based employee
          compensation expense under
          intrinsic value method included in
          reported net loss, net of related tax
          effects                                       0.00          0.00          0.00

          Deduct:  Total stock-based
          compensation expense determined
          under fair value based method for all
          awards, net of related tax effects           (0.01)         0.00         (0.01)
-----------------------------------------------------------------------------------------

          Net loss per share, pro-forma          $     (0.05)  $     (0.07)  $     (0.05)
=========================================================================================
</TABLE>
          The Company applies SFAS 123 in accounting for its stock options
          granted to non-employees, and accordingly, compensation expense of
          $Nil (2004 - $184,525; 2003 - $5,460) was recognized as consulting
          expense.


                                      F-12
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2005,  2004  AND  2003
(US  DOLLARS)

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

2.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     (k)  Stock based compensation (Continued)

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

<TABLE>
<CAPTION>
=======================================================
                                  2005    2004    2003
-------------------------------------------------------
<S>                              <C>     <C>     <C>

          Expected life (years)      1       1     2.2
          Interest rate           3.45%   3.50%   3.00%
          Volatility             75.00%  72.50%  51.50%
          Dividend yield          0.00%   0.00%   0.00%
=======================================================
</TABLE>

     (l)  Comprehensive income

          Other comprehensive income includes revenues and expenses and
          unrealized gains and losses that under accounting principles generally
          accepted in the United States of America are excluded from net income
          (loss) and are recorded directly as an adjustment to stockholders'
          equity, net of tax. When the unrealized 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 gains and losses from foreign currency translation
          adjustments. For the years ended June 30, 2005, 2004 and 2003, there
          was no comprehensive income components therefore net loss for the year
          equals comprehensive loss for the year.

     (m)  Recent accounting pronouncements

          (i)  FAS 151, Inventory Costs. This Statement is effective for
               inventory costs incurred during fiscal years beginning after June
               15, 2005. Earlier application is permitted for inventory costs
               incurred during fiscal years beginning after November 24, 2004.
               The provisions of this Statement should be applied prospectively.
               There is no impact on the Company's financial statements.

          (ii) FAS 152, Accounting for Real Estate Time-Sharing Transactions.
               This Statement is effective for financial statements for fiscal
               years beginning after June 15, 2005. Restatement of previously
               issued financial statements is not permitted. There is no impact
               on the Company's financial statements.

         (iii) FAS 153, Exchanges of Non-monetary Assets. The provisions of
               this Statement are effective for non-monetary asset exchanges
               occurring in fiscal periods beginning after June 15, 2005.
               Earlier application is permitted for non-monetary asset exchanges
               occurring in fiscal periods beginning after December 16, 2004.
               The provisions of this Statement should be applied prospectively.
               There is no impact on the Company's financial statements.


                                      F-13
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2005,  2004  AND  2003
(US  DOLLARS)

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

2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     (m)  Recent accounting pronouncements (Continued)

          (iv) FIN 46(R), Consolidation of Variable Interest Entities, applies
               at different dates to different types of enterprises and
               entities, and special provisions apply to enterprises that have
               fully or partially applied Interpretation 46 or Interpretation
               46(R) is required in financial statements of public entities that
               have interests in variable interest entities or potential
               variable interest entities commonly referred to as
               special-purpose entities for periods ending after December 15,
               2003. Application by public entities (other than small business
               issuers) for all other types of entities is required in financial
               statements for periods ending after March 15, 2004. Application
               by small business issuers to entities other than special-purpose
               entities and by non-public entities to all types of entities is
               required at various dates in 2004 and 2005. In some instances,
               enterprises have the option of applying or continuing to apply
               Interpretation 46 for a short period of time before applying
               Interpretation 46(R). There is no impact on the Company's
               financial statements.

          (v)  In December 2004, the FASB issued Statement No. 123 (revised
               2004), "Share-Based Payment" ("SFAS 123R)"), which requires the
               measurement and recognition of compensation expense for all
               stock-based compensation payments and supersedes the Company's
               current accounting under APB 25.SFAS 123(R) is effective for all
               annual periods beginning after June 15, 2005. In March 2005, the
               Securities and Exchange Commission issued Staff Accounting
               Bulletin No. 107 ("SAB 107") relating to the adoption of SFAS
               123(R).

               The Company will adopt SFAS 123(R) in the first quarter of fiscal
               2006 and will continue to evaluate the impact of SFAS 123(R) on
               its operating results and financial condition. The pro-forma
               information presented above presents the estimated compensation
               charges under Statement of Financial Accounting Standards No.
               123, "Accounting for Stock-Based Compensation". The Company's
               assessment of the estimated compensation charges is affected by
               the Company's stock price as well as assumptions regarding a
               number of complex and subjective variables and the related tax
               impact. These variables include, but are not limited to, the
               Company's stock price volatility and employee stock option
               exercise behaviours. The Company will recognize the compensation
               cost for stock-based awards issued after June 30, 2005 on a
               straight-line basis over the requisite service period for the
               entire award.

3.   PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
====================================================================
                                                 2005        2004
--------------------------------------------------------------------
<S>                                           <C>         <C>

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

                                                193,159     193,159
          Less:  Accumulated depreciation      (184,940)   (161,909)
--------------------------------------------------------------------

                                              $   8,219   $  31,250
====================================================================
</TABLE>


                                      F-14
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2005,  2004  AND  2003
(US  DOLLARS)

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

4.   INVESTMENTS

     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 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 during the year ended June 30, 2002, the
     Company wrote down its investment in CDRI from $1,250,000 to a nominal
     value of $1.

     During the year ended June 30, 2005 CDRI filed a plan of reorganization
     under Chapter II of the bankruptcy code. Accordingly, the Company wrote off
     the nominal value of this investment.

5.   STOCKHOLDERS' EQUITY

     (a)  Common stock

          (i)  During the year ended June 30, 2004, the Company:

               (a)  entered into a private placement whereby the Company issued
                    898,336 shares at a price of $0.75 per share and 449,268
                    share purchase warrants exercisable within two years with an
                    exercise price of $1.00 per share of which 20,000 shares
                    were paid for with services valued at $15,000.
               (b)  received for cancellation 142,140 shares previously issued
                    and held in escrow under the Swartz agreement which expired
                    during the year ended June 30, 2003.
               (c)  issued 37,500 shares as part of the mutual release agreement
                    in settlement of all claims related to the Joffre J. Rolland
                    and Robin L. Rolland claims.
               (d)  issued 25,000 shares at a price of $1.00 per share on
                    exercise of options.
               (e)  redeemed 118,572 shares of Series A convertible preferred
                    stock from an officer of the Company. The redemption price
                    of $3.50 per share was used as consideration for the
                    exercise of 415,000 options to purchase common stock of the
                    Company at a price of $1.00 per share.
               (f)  issued 288,298 shares upon the exercise of warrants held by
                    Swartz. The warrants were exercised under a cashless
                    exercise provision. No cash consideration was received by
                    the Company.
               (g)  entered into a private placement whereby the Company issued
                    57,110 units at $100 per unit for gross proceeds of
                    $5,711,000 less a private placement fee of 6% of gross
                    proceeds. Each unit is comprised of 100 newly issued shares
                    of the Company's common stock and one warrant


                                      F-15
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2005,  2004  AND  2003
(US  DOLLARS)

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

5.   STOCKHOLDERS' EQUITY (DEFICIT) (Continued)

                    convertible into 30 additional shares of common stock. Each
                    warrant may be exercised in whole or in part at any time,
                    during the period commencing on April 30, 2004 and expiring
                    on December 31, 2009, and entitles the holder to receive
                    shares of common stock for no additional consideration.

          (ii) During the year ended June 30, 2005, the Company

               (a)  issued 44,000 shares to settle debt for $55,000.
               (b)  Issued 500,000 shares as partial consideration for
                    consulting services to be provided over 12 months. These
                    shares have been recorded at a value of $270,000
                    representing the market value of the shares at the date of
                    issuance. The amount was recorded as a prepaid expense to be
                    amortized over the term of the contract.
               (c)  Issued 1,713,300 shares on exercise of cashless warrants.

     (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 and $3.50 per share in each of the subsequent four years after
          the date of issue.

          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, 2005, the Company redeemed 12,500 (2004
          - 118,572) shares of Series A convertible preferred stock from two
          officers of the Company. The board of directors offered to redeem the
          preferred shares at a higher price than the original agreement of
          $3.50. The board authorized the redemption of the preferred shares at
          a value of $4.00 (2004 - $3.50) for a total payment of $50,000 (2004 -
          $415,000).

     (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


                                      F-16
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2005,  2004  AND  2003
(US  DOLLARS)

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

5.   STOCKHOLDERS' EQUITY (DEFICIT) (Continued)

     (c)  Stock options (Continued)

          number of common share options which may be granted from 2,500,000 to
          3,500,000 stock options. As at June 30, 2005, there are 88,500 options
          available under this plan.

          The following table summarizes the Company's stock option activity for
          the years ended June 30, 2005, 2004 and 2003:

<TABLE>
<CAPTION>
========================================================================
                                                               Weighted
                                                  Exercise      Average
                                     Number         Price      Exercise
                                    of Shares     Per Share      Price
------------------------------------------------------------------------
<S>                                <C>         <C>             <C>
          Balance, June 30, 2002   1,305,000   $0.40 to $1.50  $    0.76
          Granted during the year
            June 30, 2003          1,230,000   $         1.00  $    1.00
          Exercised                  (52,500)  $0.69 to $1.50  $    0.41
          Cancelled                 (575,000)  $0.40 to $1.00  $    0.66
------------------------------------------------------------------------

          Balance, June 30, 2003   1,907,500   $0.40 to $1.50  $    0.94
          Granted during the year
            June 30, 2004            255,000   $         1.00  $    1.00
          Cancelled                 (175,000)  $0.65 to $1.50  $    0.77
          Exercised                 (440,000)  $         1.00  $    1.00
------------------------------------------------------------------------

          Balance, June 30, 2004   1,547,500   $0.64 to $1.50  $    0.94
          Granted during the year
            June 30, 2005          1,000,000   $         1.00  $    1.00
          Cancelled                 (102,500)  $0.65 to $1.50  $    0.77
------------------------------------------------------------------------

          Balance, June 30, 2005   2,445,000   $0.50 to $1.16  $    0.76
========================================================================
</TABLE>

          The following summarizes the options outstanding and exercisable at
          June 30, 2005 and 2004 all of which were fully vested at these dates:

<TABLE>
<CAPTION>
=================================================================
                                  Exercise       Number of Shares
          Expiry Date              Price          2005     2004
-----------------------------------------------------------------
<S>                          <C>             <C>        <C>

          August 31, 2004    $0.40 to $1.50          0    877,500
          August 31, 2005    $         1.00  1,030,000    255,000
          December 31, 2005  $         1.00    415,000    415,000
          June 30, 2010      $         0.50  1,000,000          0
-----------------------------------------------------------------
          Total              $0.40 to $1.50  2,445,000  1,547,500
=================================================================
</TABLE>


                                      F-17
<PAGE>
INTEGRAL  TECHNOLOGIES,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2005,  2004  AND  2003
(US  DOLLARS)

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

5.   STOCKHOLDERS' EQUITY (DEFICIT) (Continued)

     (c)  Stock options (Continued)

          Pursuant  to  the  2001  Plan:

          (i)  During the year ended June 30, 2004, the Company granted a total
               of 255,000 stock options to consultants at an exercise price of
               $1.00 per common share. All options are fully vested at the date
               of grant and expired August 31, 2005.

          (ii) During the year ended June 30, 2003, the Company granted a total
               of 1,230,000 stock options to officers, directors and key
               employees at an exercise price of $1.00 per common share. 400,000
               of these options fully vested at the date of grant and 830,000
               vested January 1, 2003 and expire December 31, 2005.

         (iii) During the year ended June 30, 2004, the expiry date of 790,000
               options was extended to August 31, 2004 as such the options
               became variable options. During the year ended June 30, 2004 the
               expiry date of 775,000 of these options was extended to August
               31, 2005 (note 2(k)). Subsequent to year-end, the expiry date of
               the 775,000 options was extended again to August 31, 2006.

          In April 2003, the Company adopted the "Integral Technologies, Inc.
          2003 Stock Plan" (the "2003 Plan"), a non-qualified stock option plan
          under which the Company may issue up to 1,500,000 stock options. As of
          June 30, 2005, no options have been granted with respect to this plan.

          During the year ended June 30, 2005 the Company granted a total of
          1,000,000 stock options to an employee at an exercise price of $0.50
          per common share. All options are fully vested at the date of grant
          and expire June 30, 2010.

     (d)  Stock purchase warrants

          At June 30, 2005 and 2004, the following stock purchase warrants were
          outstanding:

<TABLE>
<CAPTION>
=======================================================================
                                  Exercise        Number of Shares
          Expiry Date               Price          2005      2004
-----------------------------------------------------------------------
<S>                           <C>             <C>        <C>        <C>
          November 10, 2005   $1.19 to $1.69     45,496     45,496
          November 29, 2005   $         0.50    842,000    842,000   *
          September 25, 2005  $         1.00    449,170    449,170  **
          December 31, 2009   $          Nil          0  1,713,300
-----------------------------------------------------------------------

          Total               $ Nil to $1.69  1,336,666  3,049,966
=======================================================================
</TABLE>

          *    During the year the expiry date of these warrants was extended to
               November 29, 2005 from the previous November 1, 2004 expiry date.

          **   Subsequent to the year-end, the expiry date of these warrants was
               extended to June 30, 2006.


                                      F-18
<PAGE>
INTEGRAL TECHNOLOGIES, INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2005,  2004  AND  2003
(US  DOLLARS)

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

5.   STOCKHOLDERS' EQUITY (DEFICIT)(Continued)

     (e)  Promissory notes receivable at June 30, 2005 includes:

          (i)  $31,500 (2004 - $31,500) due on exercise of 210,000 stock
               options, interest at 10% per annum, due November 1, 2002,
               subsequently extended to June 30, 2003.

          (ii) $20,000 (2004 - $20,000) due on exercise of 100,000 stock
               options, interest at 8% per annum due June 6, 2002.

         (iii) $15,000 (2004 - $15,000) due on exercise of 23,000 stock
               options, interest at 10% per annum due June 30, 2003.

          As at June 30, 2005, these notes have not been collected. Shares
          issued on exercise of options are restricted for trading by the
          Company. The restrictions will not be removed until the respective
          notes are paid to the Company. No interest has been accrued on these
          financial statements as of June 30, 2005.

6.   SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

<TABLE>
<CAPTION>
===========================================================================================================================
                                                                                                              PERIOD FROM
                                                                                                              FEBRUARY 12,
                                                                                                                  1996
                                                                                                              (INCEPTION)
                                                                                                                THROUGH
                                                                   2005            2004            2003      JUNE 30, 2004
---------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>             <C>             <C>             <C>
          SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
          SHARES ISSUED
            For redemption of preferred shares               $            0  $      415,000  $            0  $      415,000
            For property and equipment                                    0               0               0          23,000
            For proprietary agreement                                     0               0               0         711,000
            For settlement of accounts payable                       55,000               0         104,542         228,742
            For services (provided by officers
              and directors)                                              0               0               0         120,000
            For settlement of lawsuit                                     0               0               0          15,000
            For services                                            270,000          61,873         223,500         696,784
            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>


                                      F-19
<PAGE>
INTEGRAL TECHNOLOGIES, INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2005,  2004  AND  2003
(US  DOLLARS)

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

7.   RELATED PARTY TRANSACTIONS

     (a)  Accounts payable at June 30, 2005 includes $10,727 (2004 - $29,290;
          2003 - $269,660) due to two directors and officers of the Company.

     (b)  The Company incurred $430,000 (2004 - $340,000; 2003 - $340,000) for
          wages to two directors and officers of the Company.

     (c)  The Company incurred $Nil (2004 - $37,000; 2003 - $nil) for interest
          paid to two directors and officers of the Company. This charge was
          authorized by the board of directors for amounts owed since fiscal
          year ended June 30, 2001.

8.   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:

<TABLE>
<CAPTION>
=============================================================================
                                           2005          2004          2003
-----------------------------------------------------------------------------
<S>                                  <C>           <C>           <C>
Deferred income tax assets
  Net operating loss and credit
    carryforwards                      5,300,000     4,700,000     3,900,000
Excess of tax value of long-term
  investments and licenses over
  net book value                     $   692,000   $   692,000   $   692,000
  Accrued liabilities                      5,000       144,000       104,000
  Temporary differences on property
    property and equipment
    depreciation                          (3,000)       (3,000)       (3,000)
-----------------------------------------------------------------------------

Gross deferred tax assets              5,994,000     5,533,000     4,693,000
Valuation allowance                   (5,994,000)   (5,533,000)   (4,693,000)
-----------------------------------------------------------------------------

                                     $         0   $         0   $         0
=============================================================================
</TABLE>

     As at June 30, 2005 the Company's net operating loss carryforwards for
     income tax purposes were approximately $15,200,000 (2004 - $13,300,000;
     2003 - $11,100,000). If not utilized, they will start to expire in 2012.


                                      F-20
<PAGE>
INTEGRAL TECHNOLOGIES, INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2005,  2004  AND  2003
(US  DOLLARS)

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

9.   CONTINGENCIES

     (a)  During the year ended June 30, 2005, the Company settled all past and
          present claims that the Company and Mr. James Smith and his personal
          company, Integral Concepts, Inc., have against each other. All parties
          will release all claims against each other. In addition, Mr. Smith
          will return to the Company 40,000 shares of its common stock.

          As part of a global settlement, the Company, West Virginia University
          (WVU) and West Virginia University Research Corp. ("WVURC") have
          mutually agreed to release all past and present claims that each has
          against each other under the following terms:

          (i)  WVU and WVURC release all past and present claims it has against
               the Company, including $397,296 in claimed amounts, vigorously
               contested by the Company for past research and development work
               performed by WVURC on the Plasma Ignition Technology, the
               Colorvision Technology and the CTHA Technology;

          (ii) Cancellation of the licensing agreement between WVU and Integral
               Concepts, Inc., for the Plasma Ignition Technology, the
               Colorvision Technology and the CTHA Technology, which had been
               previously sub-licensed by Integral Concepts, Inc. to the Company
               or its subsidiaries; and

         (iii) WVU will issue new licensing agreements for the aforementioned
               technologies directly to the Company.

          In return, the Company agreed to issue 40,000 restricted shares of its
          common stock to WVU.

          As a result of this settlement, the Company reversed a prior accrual
          of $397,296 and $21,492 previously included in accounts payable and
          accruals.

     (b)  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
          they 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 of 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.


                                      F-21
<PAGE>
INTEGRAL TECHNOLOGIES, INC.
(A  DEVELOPMENT  STAGE  COMPANY)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  JUNE  30,  2005,  2004  AND  2003
(US  DOLLARS)

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

9.   CONTINGENCIES (Continued)

          In a mutual release in full of all claims dated August 5, 2003, the
          Rollands received the following consideration:

          (a)  Integral agreed to amend U.S. patent number 6,320,548 B1 and U.S.
               patent number 6,329,950 B1 to add Joffre Rolland Jr. as an
               inventor.

          (b)  Joffre J. Rolland Jr. will be entitled to receive future
               royalties on any sales of products covered by U.S. patent number
               6,320,548 B1 and U.S. patent number 6,329,950 B1.

          (c)  Joffre J. Rolland Jr. received $10,000 in cash and 37,500 shares
               of Integral common stock, issued pursuant to Rule 144.

          The settlement was recorded in the accounts at June 30, 2003.


                                      F-22
<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         48      Director, Chairman, CEO and Treasurer     February 1996

William A. Ince             54      Director, President, Secretary and Chief  February 1996
                                    Financial Officer
</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.

     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.

     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.

NON-EXECUTIVE OFFICERS / SIGNIFICANT EMPLOYEES

TOM  AISENBREY
(General  Manager,  Vice  President  of Product Development and Chief Technology
Officer)

     Mr. Aisenbrey 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,  including design & development of multiple
computer  oriented  products,  specializing  in  wireless  products.


                                        9
<PAGE>
AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT DISCLOSURE

     The  Company does not have a separately-designated standing audit committee
at this time because it is not required to do so.  Accordingly, the Company does
not  have  an  audit  committee  financial  expert.

CODE  OF  ETHICS

     On September 20, 2004, the Board of Directors established a written code of
ethics that applies to the Company's senior executive and financial officers.  A
copy  of  the  code of ethics is incorporated by reference as an exhibit to this
annual  report.  In  addition,  a  copy  of  the code of ethics is posted on the
Company's  website  at  www.itkg.net.

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,  2005, all Section 16(a) filing requirements
applicable to its officers, directors and ten percent shareholders were complied
with  by  such  persons.


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, 2005,
2004  and  2003.

<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,                2005  $       180,000  $        45,000
Director, Chairman, CEO,            2004  $       170,000  $        57,110             -0-
Treasurer                           2003  $       170,000              -0-             -0-

William A. Ince,                    2005  $       180,000  $        25,000             -0-
Director, President,                2004  $       170,000              -0-             -0-
Secretary, CFO                      2003  $       170,000              -0-             -0-
</TABLE>


                                        9
<PAGE>
<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,                   2005             -0-             -0-             -0-  $     49,926(n3)
Chairman, CEO, Treasurer               2004             -0-             -0-             -0-  $ 368,943(n1,n2)
                                       2003             -0-         415,000             -0-              -0-

William A. Ince,  Director,            2005             -0-             -0-             -0-  $     47,614(n3)
President, Secretary, CFO              2004             -0-             -0-             -0-  $    32,268 (n2)
                                       2003             -0-         415,000             -0-              -0-
</TABLE>

     (n1) In  December 2003, the Board of Directors authorized the redemption of
          118,572  shares  of  Series  A  Preferred Stock from Mr. Robinson at a
          predetermined redemption price of $3.50 per share. The stated value of
          the  Series  A Preferred Stock is $1.00 per share, which resulted in a
          redemption  premium  of  $2.50  per  share  over  the stated value (an
          aggregate  of  $296,430). Mr. Robinson tendered the shares of Series A
          Preferred Stock in payment of the aggregate exercise price of $415,000
          for  the  exercise of 415,000 options to purchase common stock, and no
          cash  was  paid  to  Mr.  Robinson.

     (n2) A  5%  dividend  on  the  Series A Preferred Stock, payable in cash or
          shares  of  common  stock  at  the  election  of the Company, had been
          accrued  for  the period from September 30, 1999 (date of issuance) to
          June  30,  2003,  and was paid in cash during the fiscal year end June
          30, 2004, with $72,513 paid to William S. Robinson and $32,268 paid to
          William A. Ince. For the year ended June 30, 2004, $13,536 was accrued
          to  Mr.  Robinson and $5,491 was accrued to Mr. Ince, all of which was
          paid  in  cash  during the fiscal year end June 30, 2005. For the year
          ended  June  30,  2005, $2,640 was paid in cash to Mr. Robinson during
          the  fiscal  year and an additional $7,765 was accrued to Mr. Robinson
          at year end, and $1,373 was paid in cash to Mr. Ince during the fiscal
          year and an additional $3,961 was accrued to Mr. Ince at year end. For
          purposes of the chart, only amounts actually paid are included and are
          shown  in  the  year  in  which  payments  were  made.

     (n3) In  January  2005, the Board of Directors authorized the redemption of
          an  aggregate  of  12,500  shares  of  Series A Preferred Stock (6,250
          shares from William S. Robinson and 6,250 shares from William A. Ince)
          at  a  redemption  price  of  $4.00 per share. The stated value of the
          Series  A  Preferred  Stock  is  $1.00  per share, which resulted in a
          redemption  premium  of  $3.00  per  share  over  the  stated  value.

     (n4) During  the  fiscal  year  ended June 30, 2004, the Board of Directors
          authorized  the  payment  of accrued interest on amounts since July 1,
          2001  for  loans  made to the Company by officers and directors, at an
          average  annual interest rate of 8%. A total of $15,000 was accrued to
          William  S.  Robinson and a total of $22,000 was accrued to William A.
          Ince  at  June  30, 2004, all of which was paid during the fiscal year
          end June 30, 2005. For purposes of the chart, the amounts are shown in
          the  year  in  which  payments  were  made.


                                       10
<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, 2005
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, 2005.

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

                                    Individual Grants

            (a)                    (b)             (c)               (d)             (e)
                                               % of Total
                                              Options/SARS
                                Number of      Securities        Granted to
                               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-              -0-         N/A              N/A

William A. Ince, Director,
President, Secretary, CFO               -0-              -0-         N/A              N/A
</TABLE>


     (n1) The  percentage  of  total options granted in the fiscal year is based
          upon  all  options  granted  to  eligible participants, which includes
          officers,  directors,  employees,  consultants and advisors, under the
          Integral  Technologies,  Inc.  2001  Stock  Plan  and  the  Integral
          Technologies,  Inc.  2003  Stock  Plan  during the year ended June 30,
          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,  2005  by  the persons named in the Summary Compensation Table and the
fiscal  year  end  value  of  unexercised  options.

<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                     -0-             N/A                       -0-/-0-                 -0-/-0-
Director, Chairman,
CEO, Treasurer

William A. Ince                         -0-             N/A                   415,000/-0-  $              -0-/-0-
Director, President,
Secretary, CFO
</TABLE>


                                       11
<PAGE>
     (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. The options held by Mr.
          Ince where out-of-the-money because the $1.00 per share exercise price
          was  greater  than the fair market value of the common stock ($.52 per
          share)  on  June  30,  2005.

(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,  2005.

(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, 2005.  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

     As  of the date of filing of this report, the current executive officers do
not  have  written  employment  contracts.

     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.

(h)  Employee Benefit and Consulting Services Compensation Plans

     As  of  June  30,  2005,  Integral  had two Employee Benefit and Consulting
Services  Compensation  Plans  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.

     On  April  4,  2003,  Integral  adopted  an employee benefit and consulting
services  compensation  plan entitled the Integral Technologies, Inc. 2003 Stock
Plan  (the  "2003 Plan").  The 2003 Plan covers up to 1,500,000 shares of common
stock.  The  2003  Plan  has  not  previously been approved by security holders.

     Under  both  Plans,  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 Plans is to


                                       12
<PAGE>
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 Plans are 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  11.  SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
--------------------------------------------------------------------------------
RELATED  STOCKHOLDER  MATTERS..
-------------------------------

A.   Common Stock

     The  following  table  sets  forth,  as  of  September  15,  2005 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                                 2,373,533                     5.6%
--------------------------------------------  --------------------------------  --------------------
William A. Ince (5)
805 W. Orchard Dr., Suite #7                             2,128,833                     5.0%
Bellingham, WA  98225
--------------------------------------------  --------------------------------  --------------------
All officers and directors of Integral as a
group (2 persons)                                        4,502,366                     10.5%
============================================  ================================  ====================
</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  ("Series A"), which are convertible into shares of common
     stock  at a conversion rate that varies with the market price of the common
     stock  at  the  time  of  conversion.  The conversion rate is determined by
     dividing the number of shares of Series A being converted by the average of
     the  high and low bid prices of Integral's common stock reported by the OTC
     Bulletin  Board over the ten trading days preceding the date of conversion.
     Mr.  Robinson  owns  204,975  shares  of Series A and Mr. Ince owns 103,563
     shares  of Series A. As of September 15, 2005, the conversion rate was $.33
     per  share,  so  Mr. Robinson's 204,975 shares of Series A were convertible
     into  621,136  shares  of  common  stock,  and Mr. Ince's 103,563 shares of
     Series  A  were convertible into 313,827 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  42,439,149  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 includes an aggregate of 200,000
     shares  held  in  the  names  of  his  spouse and his three minor children.


                                       13
<PAGE>
(5)  Mr.  Ince  is  an  officer  and  director  of  Integral  and  each  of  its
     subsidiaries.  Beneficial  ownership  figure  includes  415,000  shares
     underlying  options.


B.   Series A Convertible Preferred Stock

     The  following  table  sets  forth,  as  of  September  15, 2005, 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 Owner (1)                                     Beneficial Ownership(1)  Percent of Class (2)
=======================================================  =======================  ====================
<S>                                                      <C>                      <C>
William S. Robinson (3)                        -
#3 1070 West Pender St.
Vancouver, B.C.  V6E 2N7                                        204,975                  66.4%
-------------------------------------------------------  -----------------------  --------------------
William A. Ince (4)                                  -
805 W. Orchard Dr., Suite #3                                    103,563                  33.6%
Bellingham, WA  98225
-------------------------------------------------------  -----------------------  --------------------
All officers and directors of Integral as a
group (2 persons)                                               308,538                  100%
=======================================================  =======================  ====================
</TABLE>

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

(2)  Based  upon  308,538  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.


                                       14
<PAGE>
EQUITY COMPENSATION PLAN INFORMATION

     The  following  information  concerning  the  Company's equity compensation
plans is as of the end of the fiscal year ended June 30, 2005:

<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))
Plan category                          (a)                           (b)                            (c)
-------------------------  ---------------------------  -----------------------------  ------------------------------
<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                                      1,445,000  $                        0.94                       1,588,500
-------------------------  ---------------------------  -----------------------------  ------------------------------

Total                                        1,445,000  $                        0.94                       1,588,500
-------------------------  ---------------------------  -----------------------------  ------------------------------
</TABLE>

     As  of  June  30,  2005,  Integral  had two Employee Benefit and Consulting
Services  Compensation  Plans  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.

     On  April  4,  2003,  Integral  adopted  an employee benefit and consulting
services  compensation  plan entitled the Integral Technologies, Inc. 2003 Stock
Plan  (the  "2003 Plan").  The 2003 Plan covers up to 1,500,000 shares of common
stock.  The  2003  Plan  has  not  previously been approved by security holders.

     Under  both  Plans,  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 Plans 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 Plans are 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)     A 5% dividend on the Series A Preferred Stock, payable in cash or shares
of  common stock at the election of the Company, had been accrued for the period
from  September  30,  1999  (date of issuance) to June 30, 2003, and was paid in
cash  during  the fiscal year end June 30, 2004, with $72,513 paid to William S.
Robinson and $32,268 paid to William A. Ince.  For the year ended June 30, 2004,
$13,536  was  accrued  to  Mr.  Robinson  and  $5,491  was  accrued  to


                                       15
<PAGE>
Mr.  Ince,  all  of  which  was paid in cash during the fiscal year end June 30,
2005.   For  the  year  ended  June  30,  2005,  $2,640  was paid in cash to Mr.
Robinson  during  the  fiscal  year  and an additional $7,765 was accrued to Mr.
Robinson  at year end, and $1,373 was paid in cash to Mr. Ince during the fiscal
year and an additional $3,961 was accrued to Mr. Ince at year end.

(b)  In  December  2003,  the  Board  of  Directors authorized the redemption of
118,572  shares  of  Series  A  Preferred  Stock  from  William S. Robinson at a
predetermined  redemption  price  of  $3.50  per share.  The stated value of the
Series  A  Preferred  Stock  is  $1.00 per share, which resulted in a redemption
premium  of  $2.50  per  share  over  the  stated  value.

(c)  During  the  fiscal  year  ended  June  30,  2004,  the  Board of Directors
authorized  the  payment  of  accrued interest on amounts since July 1, 2001 for
loans  made  to  the  Company  by  officers  and directors, at an average annual
interest  rate of 8%.  A total of $15,000 was accrued to William S. Robinson and
a total of $22,000 was accrued to William A. Ince at June 30, 2004, all of which
was  paid  during  the  fiscal  year  end  June  30,  2005.

(d)  In  January  2005,  the  Board of Directors authorized the redemption of an
aggregate  of  12,500  shares  of  Series  A  Preferred Stock (6,250 shares from
William S. Robinson and 6,250 shares from William A. Ince) at a redemption price
of  $4.00  per share.  The stated value of the Series A Preferred Stock is $1.00
per  share,  which  resulted in a redemption premium of $3.00 per share over the
stated  value.

(e)  On  June  17,  2005,  the  Company  provided  a  Grant  of Option to Thomas
Aisenbrey,  the Company's General Manager, Vice President of Product Development
and  Chief Technology Officer. Pursuant to the Grant of Option, Mr. Aisebrey was
granted  an  option to acquire 1,000,000 share of common stock of the Company at
an exercise price of $.50 per share, exercisable in whole or in part at any time
until  June  30,  2010.  The  exercise  price  per  share shall automatically be
adjusted  down to $.001 per share in the event of a "triggering event," which is
defined as the termination of employment of Mr. Aisenbrey or a change in control
of  the  Company.  A  change  in  control of the Company shall be deemed to have
occurred  if there is any sale, exchange or transfer of all or substantially all
of  the  assets  of  the  Company,  or  if there is any merger or share exchange
involving  the Company, which has the result of effecting a change in control of
the business through a change in management and/or officers and directors of the
Company.

The  options  and  the  underlying  shares  of  common  stock  are  subject  to
restrictions on transfer, as required by applicable federal and state securities
laws.  The option was not made under either of the Company's two existing equity
compensation  plans  described  above  in  item  11.


ITEM  13.  EXHIBITS
-------------------

<TABLE>
<CAPTION>
Exhibit No.  Description
-----------  -----------
<S>          <C>

3.1          Articles of Incorporation, as amended and currently in effect.  (Incorporated by reference to Exhibit 3.1
             of Integral's registration statement on Form 10-SB (file no. 0-28353) filed December 2, 1999.)

3.2          Bylaws, as amended and restated on December 31, 1997.  (Incorporated by reference to Exhibit 3.2 of
             Integral's registration statement on Form 10-SB (file no. 0-28353) filed December 2, 1999.)

10.12        Integral Technologies, Inc. 2001 Stock Plan dated January 2, 2001, as amended December 17, 2001.
             (Incorporated by reference to Exhibit 10.12 of Integral's registration statement on Form S-8 (file no. 333-
             76058).)

10.15        Integral Technologies, Inc. 2003 Stock Plan dated April 4, 2003 (Incorporated by reference to Exhibit
             10.15 of Integral's registration statement on Form S-8 (file no. 333-104522).)

10.16        Securities Purchase Agreement dated December 26, 2003, between the Registrant and Wellington
             Management Company, LLP. (Incorporated by reference to Exhibit 10.16 of Integral's Current Report on
             Form 8-K dated January 14, 2004 (filed January 28, 2004).)


                                       16
<PAGE>
10.18        Grant of Option dated June 17, 2005 between Integral and Thomas Aisenbrey. (Incorporated by
             reference to Exhibit 10.18 of Integral's Current Report Form 8-K dated June 17,2005 (filed June 23,
             2005).)

10.19        Agreement between the Company and The QuanStar Group, LLC dated June 20, 2005. (Incorporated by
             reference to Exhibit 10.18 of Integral's Current Report Form 8-K dated June 17,2005 (filed June 23,
             2005).)

14.1         Code of Ethics adopted September 20, 2004. (Incorporated by reference to Exhibit 14.1 of Integral's
             annual report on Form 10-KSB for the period ended June 30, 2004.)

21.4         List of Subsidiaries. (Incorporated by reference to Exhibit 21.4 of Integral's annual report on Form 10-
             KSB for the period ended June 30, 2004.)

31.1         Section 302 Certification by the Corporation's Chief Executive Officer.  (Filed herewith).

31.2         Section 302 Certification by the Corporation's Chief Financial Officer.  (Filed herewith).

32.1         Section 906 Certification by the Corporation's Chief Executive Officer.  (Filed herewith).

32.2         Section 906 Certification by the Corporation's Chief Financial Officer.  (Filed herewith).
</TABLE>

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.
-------------------------------------------------

The  Company's  board  of  directors  reviews and approves audit and permissible
non-audit services performed by Pannell Kerr Forster, Vancouver, Canada ("PKF"),
as  well  as  the  fees  charged  by  PKF  for  such services.  In its review of
non-audit  service  fees and its appointment of PKF as the Company's independent
accountants,  the  board  of  directors considered whether the provision of such
services is compatible with maintaining PKF's independence.  All of the services
provided  and  fees  charged  by PKF in the fiscal year ended June 30, 2005 were
pre-approved  by  the  board  of  directors.

AUDIT FEES

The  aggregate  fees  billed  for  professional services rendered by PKF for the
audit  of  our  annual  financial  statements  and  the reviews of the financial
statements  included  in  our  quarterly reports on Form 10-QSB for fiscal years
ended June 30, 2005 and 2004 were $35,000 and $33,900, respectively.

AUDIT-RELATED  FEES

There  were  no  other  fees  billed by PKF during the last two fiscal years for
assurance  and  related services that were reasonably related to the performance
of  the  audit  or review of the Company's financial statements and not reported
under  "Audit  Fees"  above.

TAX  FEES

The  were  no  fees  billed  for  professional  services rendered by PKF for tax
compliance services in fiscal years ended June 30, 2005 and 2005.

ALL  OTHER  FEES

There  were  no  other  fees  billed by PKF during the last two fiscal years for
products  and  services  provided  by  PKF.


                                       17
<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 12, 2005             /s/ William S. Robinson
                                    --------------------------------------------
                                    William S. Robinson, Chief Executive Officer

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


     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            Director            October 12, 2005
-------------------------
William S. Robinson

/s/ William A. Ince                Director            October 12, 2005
-------------------------
William A. Ince


                                       18
<PAGE>
<TABLE>
<CAPTION>
                                  EXHIBIT INDEX

Exhibit No.  Description
-----------  -----------
<S>          <C>

3.1          Articles of Incorporation, as amended and currently in effect.  (Incorporated by reference to Exhibit 3.1
             of Integral's registration statement on Form 10-SB (file no. 0-28353) filed December 2, 1999.)

3.2          Bylaws, as amended and restated on December 31, 1997.  (Incorporated by reference to Exhibit 3.2 of
             Integral's registration statement on Form 10-SB (file no. 0-28353) filed December 2, 1999.)

10.12        Integral Technologies, Inc. 2001 Stock Plan dated January 2, 2001, as amended December 17, 2001.
             (Incorporated by reference to Exhibit 10.12 of Integral's registration statement on Form S-8 (file no. 333-
             76058).)

10.15        Integral Technologies, Inc. 2003 Stock Plan dated April 4, 2003 (Incorporated by reference to Exhibit
             10.15 of Integral's registration statement on Form S-8 (file no. 333-104522).)

10.16        Securities Purchase Agreement dated December 26, 2003, between the Registrant and Wellington
             Management Company, LLP. (Incorporated by reference to Exhibit 10.16 of Integral's Current Report on
             Form 8-K dated January 14, 2004 (filed January 28, 2004).)

10.18        Grant of Option dated June 17, 2005 between Integral and Thomas Aisenbrey. (Incorporated by
             reference to Exhibit 10.18 of Integral's Current Report Form 8-K dated June 17,2005 (filed June 23,
             2005).)

10.19        Agreement between the Company and The QuanStar Group, LLC dated June 20, 2005. (Incorporated by
             reference to Exhibit 10.18 of Integral's Current Report Form 8-K dated June 17,2005 (filed June 23,
             2005).)

14.1         Code of Ethics adopted September 20, 2004. (Incorporated by reference to Exhibit 14.1 of Integral's
             annual report on Form 10-KSB for the period ended June 30, 2004.)

21.4         List of Subsidiaries. (Incorporated by reference to Exhibit 21.4 of Integral's annual report on Form 10-
             KSB for the period ended June 30, 2004.)

31.1         Section 302 Certification by the Corporation's Chief Executive Officer.  (Filed herewith).

31.2         Section 302 Certification by the Corporation's Chief Financial Officer.  (Filed herewith).

32.1         Section 906 Certification by the Corporation's Chief Executive Officer.  (Filed herewith).

32.2         Section 906 Certification by the Corporation's Chief Financial Officer.  (Filed herewith).
</TABLE>