UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, ~~2023~~2024

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to _____________

Commission file number 000-28353

Integral Technologies, Inc.

(Exact name of registrant as specified in its charter)

Nevada

98-0163519

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

3605 Eastside Park Road, Suite 1, Evansville, IL		47715
(Address of principal executive offices)		(Zip Code)

(812) 812-2037

(Registrant’s telephone number, including area code)

not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		not applicable		not applicable

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date 246,135,391 shares of common stock are issued and outstanding as of ~~February~~July 183, ~~2024~~2025.

Table of Contents

TABLE OF CONTENTS

		Page No.
	PART 1 – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited).	1
Item 2.	Management Discussion and Analysis of Financial Condition and Results of Operations.	115
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	317
Item 4.	Controls and Procedures.	317
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	418
Item 1A.	Risk Factors.	418
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	418
Item 3.	Defaults upon Senior Securities.	418
Item 4.	Mine Safety Disclosures.	418
Item 5.	Other Information.	418
Item 6.	Exhibits.	519

Table of Contents

OTHER PERTINENT INFORMATION

Unless specifically set forth to the contrary, when used in this report the terms “we,” “our,” “us,” and similar terms refer to Integral Technologies, Inc., a Nevada corporation.

Table of Contents

~~PART~~Integral 1Technologies, ~~– FINANCIAL INFORMATION~~Inc.

~~Item~~Condensed 1.Consolidated ~~Financial~~Balance ~~Statements.~~Sheets

Integral Technologies, Inc.

	September 30, 2024 (Unaudited)			June 30, 2024
ASSETS

Current assets:
Cash	$	1,350		$	1,869
Total assets	$	1,350		$	1,869

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	1,642,814		$	1,619,449
Related party payable		1,146,333			1,108,708
Dividend payable		1,824			1,824
Notes payable and accrued interest		4,259,865			4,168,540
Mandatorily redeemable preferred stock, at redemption value		5,000			5,000
Deferred revenue		-			-
Convertible debentures		74,000			74,000
Total liabilities		7,129,836			6,977,521

Stockholders’ deficit:
Common stock and paid in capital in excess of $0.001 par value, 1,000,000,000 shares authorized, 246,135,391 issued and outstanding as of September 30, 2024 and June 30, 2024		61,457,574			61,457,574
Preferred stock and paid-in capital in excess of $0.001 par value, 20,000,000 shares authorized, 2 and 42 issued and outstanding as of September 30, 2024 and June 30, 2024		-			-
Share subscriptions and obligations to issue shares		61,250			61,250
Accumulated deficit		(68,647,310	)		(68,494,476	)
Total stockholders’ deficit		(7,128,486	)		(6,975,652	)

TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT	$	1,350		$	1,869

~~Condensed~~The ~~Consolidated~~accompanying ~~Balance~~unaudited ~~Sheets~~condensed notes are an integral part of the unaudited condensed consolidated financial statements.

	September 30, 2023 (Unaudited)			June 30, 2023
ASSETS
Current assets:
Cash	$	7,306		$	22,124
Total assets	$	7,306		$	22,124
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	1,528,904		$	1,514,240
Related party payable		996,043			961,043
Dividend payable		1,824			38,305
Notes payable and accrued interest		3,891,421			1,042,523
Mandatorily redeemable preferred stock, at redemption value		5,000			105,000
Deferred revenue		-			455
Convertible debentures		74,000			6,216,793
Total liabilities		6,497,192			9,878,359
Stockholders’ deficit:
Common stock and paid in capital in excess of $0.001 par value, 1,000,000,000 shares authorized, 246,135,391 issued and outstanding as of September 30, 2023 and June 30, 2023		61,457,574			61,457,574
Preferred stock and paid-in capital in excess of $0.001 par value, 20,000,000 shares authorized, 2 and 42 issued and outstanding as of September 30, 2023 and June 30, 2023		-			-
Share subscriptions and obligations to issue shares		61,250			61,250
Accumulated deficit		(68,008,710	)		(71,375,059	)
Total stockholders’ deficit		(6,489,886	)		(9,856,235	)
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT	$	7,306			22,124

~~The~~ Table ~~accompanying unaudited condensed notes are an integral part~~ of ~~the unaudited condensed consolidated financial statements.~~Contents

~~F-1~~ Integral Technologies, Inc.

~~Table~~Condensed Consolidated Statements of ~~Contents~~ Operations

~~Integral Technologies, Inc.~~(Unaudited)

Condensed Consolidated Statements of Operations

	Three months ended September 30, 2024			Three months ended September 30, 2023

Revenue	$	-		$	6,655

Operating expenses:
Selling, general, and administrative expenses		71,509			68,382
Total operating expense		(71,509	)		(68,382	)
Loss from operations		(71,509	)		(61,727	)

Other income (expense):
Gain on troubled debt restructure		-			3,371,441
Gain on extinguishment of preferred share obligations		-			136,481
Interest expense		(81,325	)		(79,846	)
Total other income (expense)		(81,325	)		3,428,076
Income (loss) before income taxes		(152,834	)		3,366,349
Provision for income tax		-			-
Net income (loss)	$	(152,834	)	$	3,366,349
Net Income (Loss) per share – basic and diluted	$	(0.00	)	$	0.01
Weighted average number of common shares outstanding		246,135,391			246,135,391

~~(Unaudited)~~The accompanying unaudited condensed notes are an integral part of the unaudited condensed consolidated financial statements.

	Three months ended September 30, 2023			Three months ended September 30, 2022
Revenue	$	6,655		$	5,700
Operating expenses:
Selling, general, and administrative expenses		68,382			82,736
Total operating expense		(68,382	)		(82,736	)
Loss from operations		(61,727	)		(77,036	)
Other income (expense):
Gain on troubled debt restructure		3,371,441			-
Gain on extinguishment of preferred share obligations		136,481			-
Interest expense		(79,846	)		(322,031	)
Total other income (expense)		3,428,076			(322,031	)
Income (loss) before income taxes		3,366,349			(399,067	)
Provision for income tax:		-			-
Net income (loss)	$	3,366,349		$	(399,067	)
Net Income (Loss) per share – basic and diluted	$	0.01		$	(0.00	)
Weighted average number of common shares outstanding		246,135,391			246,135,391

~~The~~ Table ~~accompanying unaudited condensed notes are an integral part~~ of ~~the unaudited condensed consolidated financial statements.~~Contents

~~F-2~~ Integral Technologies, Inc.

~~Table~~Condensed Consolidated Statements of ~~Contents~~ Changes in Stockholder’s Deficit

~~Integral~~Three ~~Technologies~~Months Ended September 30, ~~Inc.~~2024 and 2023

~~Condensed Consolidated Statements of Changes in Stockholder’s Deficit~~(Unaudited)

Three months ended September 30, 2023 and 2022

	Number of Shares of Common Stock Issued		Common Stock and Paid-in Capital in Excess of Par		Number of Shares of Preferred Stock Issued			Preferred Stock and Paid-in Capital in Excess of Par		Shares Subscriptions and Obligations to Issue Shares		Accumulated Other Comprehensive Income		Accumulated Deficit			Total Stockholders' Deficit
Balance June 30, 2023		246,135,391	$	61,457,574		42		$	-	$	61,250	$	-	$	(71,375,059	)	$	(9,856,235	)

Extinguishment of preferred share obligations						(40	)
Net income for the period		-		-		-			-		-		-		3,366,349			3,366,349
Balance September 30, 2023		246,135,391	$	61,457,574		2		$	-	$	61,250	$	-	$	(68,008,710	)	$	(6,489,886	)

Balance June 30, 2024		246,135,391	$	61,457,574		2		$	-	$	61,250	$	-	$	(68,494,476	)	$	(6,975,652	)

Net loss for the period		-		-		-			-		-		-		(152,834	)		(152,834	)
Balance September 30, 2024		246,135,391	$	61,457,574		2		$	-	$	61,250	$	-	$	(68,647,310	)	$	(7,128,486	)

~~(Unaudited)~~The accompanying unaudited condensed notes are an integral part of the unaudited condensed consolidated financial statements.

	Number of Shares of Common Stock Issued		Common Stock and Paid-in Capital in Excess of Par		Number of Shares of Preferred Stock Issued			Preferred Stock and Paid-in Capital in Excess of Par		Shares Subscriptions and Obligations to Issue Shares		Accumulated Other Comprehensive Income		Accumulated Deficit			Total Stockholders' Deficit
Balance June 30, 2022		246,135,391	$	61,457,574		42		$	-	$	61,250	$	-	$	(69,740,811	)	$	(8,221,987	)
Net loss for the period		-		-		-			-		-		-		(399,067	)		(399,067	)
Balance September 30, 2022		246,135,391	$	61,457,574		42		$	-	$	61,250	$	-	$	(70,139,878	)	$	(8,621,054	)
Balance June 30, 2023		246,135,391	$	61,457,574		42		$	-	$	61,250	$	-	$	(71,375,059	)	$	(9,856,235	)
Extinguishment of preferred share obligations		-		-		(40	)		-		-		-		-			-
Net income for the period		-		-		-			-		-		-		3,366,349			3,366,349
Balance September 30, 2023		246,135,391	$	61,457,574		2		$	-	$	61,250	$	-	$	(68,008,710	)	$	(6,489,886	)

~~The~~ Table ~~accompanying unaudited condensed notes are an integral part~~ of ~~the unaudited condensed consolidated financial statements.~~Contents

~~F-3~~ Integral Technologies, Inc.

~~Table~~Condensed Consolidated Statements of ~~Contents~~ Cash Flows

~~Integral~~Three ~~Technologies,~~Months ~~Inc.~~Ended September 30, 2024 and 2023

~~Condensed Consolidated Statements of Cash Flows~~(Unaudited)

Three months ended September 30, 2023 and 2022

	Three months ended September 30, 2024			Three months ended September 30, 2023
Cash flows from operating activities:
Net income (loss)	$	(152,834	)	$	3,366,349
Deferred revenues		-			(455	)
Interest on debt		81,325			79,846
Gain on troubled debt restructuring (Note 9 and 10)		-			(3,371,441	)
Gain on extinguishment of preferred shares (Note 4)		-			(136,481	)
Changes in working capital:
Accounts payable and accrued liabilities		23,365			14,664
Related party payable		37,625			35,000

Net cash used in operating activities		(10,519	)		(12,518	)

Cash flows from financing activities:
Proceeds from loans		10,000			-
Repayment of loans		-			(2,300	)
Net cash provided (used) by financing activities		10,000			(2,300	)

Increase (decrease) in cash		(519	)		(14,818	)
Cash, beginning of period		1,869			22,124
Cash, end of period	$	1,350		$	7,306


Supplemental cash flow information:
Interest paid	$	-		$	-

~~(Unaudited)~~The accompanying unaudited condensed notes are an integral part of the unaudited condensed consolidated financial statements.

	Three months ended September 30, 2023			Three months ended September 30, 2022
Cash flows from operating activities:
Net income (loss)	$	3,366,349		$	(399,067	)
Items not involving cash
Deferred revenues		(455	)		-
Interest on convertible debentures		-			298,997
Interest on debt		79,846			23,034
Gain on troubled debt restructuring (Note 9 and 10)		(3,371,441	)		-
Gain on extinguishment of preferred shares (Note 4)		(136,481	)		-
Changes in working capital:
Accounts Receivable		-			-
Accounts payable and accrued liabilities		14,664			36,000
Related party payable		35,000			37,500
Net cash used in operating activities		(12,518	)		(3,536	)
Cash flows from financing activities:
Repayment of loans		(2,300	)		(4,600	)
Net cash used in financing activities		(2,300	)		(4,600	)
Increase (decrease) in cash		(14,818	)		(8,136	)
Cash, beginning of period		22,124			31,983
Cash, end of period	$	7,306		$	23,847
Supplemental cash flow information:
Interest paid	$	-		$	-

~~The~~ Table ~~accompanying unaudited condensed notes are an integral part~~ of ~~the unaudited condensed consolidated financial statements.~~Contents

~~F-4~~Integral Technologies, Inc.

~~Table~~ Notes ofto ~~Contents~~the Unaudited Condensed Consolidated Financial Statements

~~Integral~~September ~~Technologies~~30, ~~Inc.~~2024 and 2023

~~Notes to the~~ (Unaudited ~~Condensed Consolidated Financial Statements~~)

~~Three~~NOTE ~~Months~~1 ~~Ended~~- ~~September~~NATURE ~~30,~~OF ~~2023 and 2022~~ OPERATIONS

Integral Technologies, Inc. (~~Unaudited~~the “Company” or “Integral”) was incorporated under the laws of the state of Nevada on February 12, 1996 and its head office is in Evansville, Indiana, USA. The Company was in the business of researching, developing and commercializing electrically-conductive resin-based materials called ElectriPlast. At present, the Company has nominal sources of revenue and has no specific business plan or purpose. The Company’s business plan is to seek a business combination. As a result, the Company is a “blank check” or “shell” company.

NOTE 12 - ~~NATURE~~SIGNIFICANT OFACCOUNTING ~~OPERATIONS~~POLICIES

~~Integral~~Basis ~~Technologies, Inc. (the “Company” or “Integral”) was incorporated under the laws~~ of the state of Nevada on February 12, 1996 and has recently relocated its head office to Evansville, Indiana, USA. The Company is in the business of researching, developing and commercializing new electrically-conductive resin-based materials called ElectriPlast.Presentation

~~NOTE~~The 2accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q ~~SIGNIFICANT~~and ~~ACCOUNTING~~Article ~~POLICIES~~8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (all of which are of a normal recurring nature) considered necessary for a fair presentation have been included. Operating results for the three months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending June 30, 2025 or for any other future period. These unaudited consolidated financial statements and the unaudited condensed notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2024 filed with the Securities and Exchange Commission on June 9, 2025.

~~Basis~~Principles of ~~Presentation~~consolidation

~~The~~These ~~accompanying unaudited~~ consolidated financial statements ~~have~~include ~~been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with~~ the ~~instructions~~accounts ~~to Form 10-Q and Article 8~~ of ~~Regulation S-X. Accordingly, they do not include all of~~ the ~~information~~Company and ~~footnotes~~its ~~required~~wholly-owned byinactive ~~U.S.~~subsidiary, ~~GAAP~~Electriplast ~~for complete financial statements~~Corp. In(formerly ~~the opinion of management~~Plastenna, ~~all adjustments~~ Inc.)(~~all of which are of a normal recurring nature~~“Electriplast”). ~~considered~~All ~~necessary~~intercompany ~~for~~balances aand ~~fair~~transactions ~~presentation~~ have been ~~included~~eliminated. ~~Operating~~The results for the three months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending June 30, 2024 or for any other future period. These unaudited consolidated financial statements and the unaudited condensed notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s ~~Annual~~has ~~Report~~no onactive ~~Form 10-K for the year ended June 30, 2023 filed with the Securities and Exchange Commission on September 26, 2024~~subsidiaries.

~~Principles~~Use of ~~consolidation~~estimates

~~These~~The ~~consolidated~~preparation of financial statements ~~include~~in conformity with US GAAP requires management to make estimates and assumptions that affect the ~~accounts~~reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the ~~Company~~date of the financial statements and ~~its~~the ~~wholly-owned~~reported ~~subsidiaries~~amounts of revenues and expenses during the reporting period. ~~All~~Significant ~~intercompany~~areas ~~balances~~requiring ~~and~~the ~~transactions~~use ~~have~~of ~~been~~management ~~eliminated~~estimates include valuation allowance for deferred income tax assets. ~~The~~Actual ~~Company~~results ~~has~~could nodiffer ~~active~~from ~~subsidiaries~~those estimates and could impact future results of operations and cash flows.

~~Use~~Basic ofand ~~estimates~~diluted net earnings (loss) per share

~~The~~Basic ~~preparation~~net ofloss ~~financial~~per ~~statements~~common inshare ~~conformity~~is ~~with~~computed USby ~~GAAP~~dividing ~~requires~~the ~~management~~net toloss ~~make~~attributable ~~estimates~~to ~~and~~common ~~assumptions~~stockholders ~~that~~by ~~affect~~ the ~~reported~~weighted-average ~~amounts~~number of ~~assets~~common ~~and~~shares ~~liabilities~~outstanding ~~and~~during ~~disclosure of contingent assets and liabilities at~~ the ~~date~~year. ofDiluted ~~the~~net ~~financial~~loss ~~statements~~per ~~and~~common ~~the~~share ~~reported~~is ~~amounts~~computed ofby ~~revenues~~dividing ~~and expenses during~~ the ~~reporting~~net ~~period.~~loss ~~Significant~~by ~~areas requiring~~ the ~~use~~weighted-average number of ~~management~~common ~~estimates~~shares ~~include valuation allowance for deferred income tax assets~~ and ~~the~~dilutive ~~determination~~common ofshare ~~the~~equivalents ~~assumptions~~outstanding ~~used~~during ~~in calculating~~ the ~~fair value of stock-based compensation~~period. ~~Actual~~There ~~results~~were ~~could~~no ~~differ~~common ~~from~~stock ~~those~~equivalents ~~estimates~~outstanding ~~and~~for ~~could~~the ~~impact~~three ~~future~~months ~~results~~ended September of30, ~~operations~~2024 and ~~cash flows~~2023.

~~Basic~~Revenue ~~and~~recognition ~~diluted net earnings (loss) per share~~

~~Basic~~The ~~net~~Company ~~loss~~has ~~per~~not ~~common~~generated ~~share~~significant isrevenue ~~computed~~since ~~by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the year~~inception. Diluted net loss per common share is computed by dividing the net loss by the weighted-average number of common shares and dilutive common share equivalents outstanding during the period. There were no common stock equivalents outstanding for the three months ended September 30, 2023.

~~Revenue~~For ~~recognition~~license agreements that the Company enters into, revenue is measured based on the amount of consideration that is expected to be received by the Company under a contract with a customer, which is initially estimated with pricing specified in the agreement and adjusted for any discounts or other credits at contract inception then updated each reporting period, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when persuasive evidence of a contract with a customer exists, a performance obligation is identified and satisfied as the customer obtains control of the good or services, and collectability of the revenue is probable.

The Company has not generated significant revenue since inception. Although the Company has begun to receive revenue from the sale of material for commercial applications, the Company is devoting substantially all its efforts to developing the business. 5

F- Table of Contents 5

~~Table~~ Integral ofTechnologies, ~~Contents~~Inc.

~~Integral~~Notes ~~Technologies,~~to ~~Inc.~~the Unaudited Condensed Consolidated Financial Statements

~~Notes~~September to30, ~~the~~2024 ~~Unaudited Condensed Consolidated Financial Statements~~and 2023

~~Three Months Ended~~(Unaudited) ~~September 30, 2023 and 2022~~

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (~~Unaudited~~CONTINUED)

~~NOTE~~Revenue 2recognition ~~- SIGNIFICANT ACCOUNTING POLICIES~~ (~~CONTINUED~~continued)

~~Revenue~~The Company’s license agreements can provide for upfront license fees, maintenance payments, and/or substantive milestone payments. In accordance with revenue recognition ~~(continued)~~guidance, the Company identifies all of the deliverables at the inception of the agreement. License fees, which are nonrefundable fees will be evaluated for standalone value to the licensor and may be recognized upon delivery pursuant to terms of the agreement. Upfront nonrefundable fees associated with license and development agreements where the Company has continuing involvement that does not meet the requirement of a separate deliverable are recorded as deferred revenue and recognized over the estimated service period. The Company may also enter into agreements to provide engineering services. The Company recognizes revenue from engineering services as the service has been performed and amounts are reasonably assured of collection.

For license agreement that the Company enters into, revenue is measured based on the amount of consideration that is expected to be received by the Company under a contract with a customer, which is initially estimated with pricing specified in the agreement and adjusted for any discounts or other credits at contract inception then updated each reporting period, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes ~~revenue~~revenues ~~when~~from ~~persuasive~~royalties ~~evidence~~when ofthey abecome ~~contract with a customer exists and a performance obligation is identified and satisfied as the customer obtains control of the good or services~~due.

The Company’s license agreements can provide for upfront license fees, maintenance payments, and/or substantive milestone payments. In accordance with revenue recognition guidance, the Company identifies all of the deliverables at inception of the agreement. License fees, which are non-refundable fees will be evaluated for standalone value to the licensor and may be recognized upon delivery pursuant to terms of the agreement. Upfront non-refundable fees associated with license and development agreements where the Company has continuing involvement that do not meet the requirement of a separate deliverable are recorded as deferred revenue and recognized over the estimated service period. The Company may also enter into agreements to provide engineering services. The Company recognizes revenue from engineering services as the service has been performed and amounts are reasonably assured of collection.Advertising

~~The~~Advertising ~~Company~~costs ~~recognizes~~are ~~revenues~~charged ~~from~~to ~~royalties~~operations when ~~they~~incurred. ~~become~~Advertising ~~due~~expense was $nil for the three months ended September 30, 2024 and 2023.

~~Advertising~~Research and development

~~Advertising~~The ~~costs~~Company ~~are~~expenses ~~charged~~all toresearch ~~operations~~and ~~when~~development ~~incurred.~~related ~~Advertising~~expenditures ~~expense~~as ~~was $nil for the three months ended September 30, 2023, and 2022, respectively~~incurred.

~~Research~~Financial ~~and development~~instruments

The Company’s ~~expenses~~balance ~~all~~sheet ~~research~~includes financial instruments, specifically cash, accounts payable and ~~development~~accrued expenses, related ~~expenditures~~party aspayable, ~~incurred~~dividend payable, mandatorily redeemable preferred stock, deferred revenues and loans payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

~~Financial~~Fair ~~instruments~~value measurements

~~The~~ASC ~~Company’s~~820 ~~balance~~Fair ~~sheet~~Value ~~includes~~Measurements ~~financial~~and ~~instruments~~Disclosures, ~~specifically~~defines ~~cash,~~fair ~~accounts~~value ~~payable~~as ~~and~~the ~~accrued~~exchange ~~expenses,~~price ~~related~~that ~~party~~would ~~payable,~~be ~~dividend~~received ~~payable,~~for ~~mandatorily~~an ~~redeemable~~asset ~~preferred~~or ~~stock~~paid ~~and~~to ~~loans~~transfer ~~payable~~a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ~~The~~ASC ~~carrying~~820 ~~amounts~~also ofestablishes ~~current~~a ~~assets~~fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and ~~current~~(2) ~~liabilities~~an ~~approximate~~entity’s ~~their~~own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). Their fair value ~~because~~hierarchy consists of three board levels, which gives the ~~relatively~~highest ~~short~~priority ~~period~~to ofunadjusted ~~time~~quoted ~~between~~prices ~~the~~in ~~origination~~active ofmarkets ~~these~~for ~~instruments~~identical assets or liabilities (level 1) and ~~their~~the ~~expected~~lowest ~~realization~~priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

~~Fair~~● ~~value~~Level ~~measurements~~1 – Quoted prices in active markets for identical securities; ● Level 2 – Other significant observable inputs that are observable through corroboration with market data (including quoted prices in active markets for similar securities); and ● Level 3 – Significant unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability.

ASC 820 Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). Their fair value hierarchy consists of three board levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: 6

● Table ~~Level~~of ~~1 – Quoted prices in active markets for identical securities;~~Contents

F-Integral Technologies, Inc. 6

~~Table~~ Notes ofto ~~Contents~~the Unaudited Condensed Consolidated Financial Statements

~~Integral~~September ~~Technologies~~30, ~~Inc.~~2024 and 2023

~~Notes to the~~ (Unaudited ~~Condensed Consolidated Financial Statements~~)

~~Three~~NOTE ~~Months~~2 ~~Ended September~~- ~~30,~~SIGNIFICANT ~~2023~~ACCOUNTING ~~and 2022~~ POLICIES (CONTINUED)

~~(Unaudited)~~ Income taxes

~~NOTE~~The 2Company -uses ~~SIGNIFICANT~~the ~~ACCOUNTING~~asset ~~POLICIES~~and ~~(CONTINUED)~~liability approach in its method of accounting for income taxes that 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.

~~Fair~~The ~~value~~impact ~~measurements~~of ~~(continued)~~an uncertain tax position that is more likely than not of being sustained upon audit by the relevant taxing authority is recognized at the largest amount that is more likely than not to be sustained. No portion of an uncertain tax position will be recognized if the position has less than a 50% likelihood of being sustained.

●Recent ~~Level~~Accounting ~~2 – Other significant observable inputs that are observable through corroboration with market data (including quoted prices in active markets for similar securities); and~~Pronouncements

●In June ~~Level~~2016, 3the –FASB ~~Significant~~issued ~~unobservable~~ASU ~~inputs~~2016-13, ~~that~~Measurement ~~reflect~~of ~~management’s~~Credit ~~best~~Losses on Financial Instruments. ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of ~~what~~financial ~~market~~instruments, ~~participants~~including ~~would~~trade ~~use~~receivables. This may result in ~~pricing~~the earlier recognition of allowances for losses. ASU 2016-13 is effective for the ~~asset~~Company orbeginning July ~~liability~~1, 2023, and early adoption is permitted. The Company adopted this standard on July 1, 2023 and there was no effect on the adoption.

In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40).” ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. The ~~fair~~diluted ~~value~~net ~~measurement~~income per share calculation for convertible instruments will require the Company to use the if-converted method. For contracts in an entity’s own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative ~~liability~~scope ~~with~~exception. ~~reset~~This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective July 1, 2024, for the Company and the provisions ~~are~~of ~~classified~~this asupdate can be adopted using either the modified retrospective method or a ~~Level~~fully 3retrospective ~~measurement~~method. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year.

~~Income~~In November ~~taxes~~2023, FASB issued a new standard to improve reportable segment disclosures (ASU) 2023-07. The guidance expands the disclosures required for reportable segments in our annual and interim consolidated financial statements, primarily through enhanced disclosures about significant segment expenses. The standard will be effective for us beginning with our annual reporting for fiscal year 2025 and interim periods thereafter, with early adoption permitted. We are currently evaluating the impact of this standard on our segment disclosures. The Company has included a disclosure of reportable segments for the three months ended September 30, 2024 and 2023 (see Note 8).

~~The~~On November ~~Company~~4, ~~uses~~2024, ~~the~~FASB ~~asset~~issued ~~and~~Accounting ~~liability~~Standards ~~approach~~Update in(ASU) ~~its~~2024-03, ~~method~~Disaggregation of ~~accounting~~Income ~~for~~Statement ~~income~~Expenses, ~~taxes~~which ~~that~~will ~~requires~~require ~~the~~public ~~recognition~~business ofentities ~~deferred~~(PBEs) ~~tax~~to ~~liabilities~~disclose ~~and~~additional ~~assets~~expense ~~for~~details ~~expected~~in ~~future~~annual ~~tax~~and ~~consequences~~interim offinancial ~~temporary~~statement ~~differences~~notes. ~~between~~Inventory ~~the~~purchases; ~~carrying~~employee ~~amounts~~compensation; ~~and~~depreciation; ~~the~~intangible ~~tax~~asset ~~basis~~amortization; ofand ~~assets~~depreciation, depletion, and ~~liabilities.~~amortization (DD&A) ~~valuation~~amounts ~~allowance~~that ~~against~~are ~~deferred~~included ~~tax~~in ~~assets~~certain isexpense ~~recorded~~line ifitems, ~~based~~e.g., ~~upon~~cost ~~weighted~~of ~~available~~sales, ~~evidence~~selling general and administrative (SG&A), itor isresearch ~~more~~and ~~likely~~development ~~than~~(R&D), ~~not~~will ~~that~~now ~~some~~be ordisclosed. ~~all~~ASU of2024-03 is effective for the ~~deferred~~Company ~~tax~~for ~~assets~~annual ~~will~~periods ~~not~~beginning beafter December ~~realized~~15, 2026, and early adoption is permitted.

~~The~~Other ~~impact~~recent ofaccounting anpronouncements ~~uncertain~~issued ~~tax~~by ~~position~~the ~~that~~FASB, isits ~~more~~Emerging ~~likely~~Issues ~~than~~Task ~~not~~Force, ~~of being sustained upon audit by~~ the ~~relevant~~American ~~taxing~~Institute ~~authority~~of isCertified ~~recognized~~Public atAccountants, and the ~~largest~~Securities ~~amount~~and ~~that~~Exchange isCommission ~~more~~did ~~likely than~~ not toor beare ~~sustained.~~not Nobelieved ~~portion~~by ofmanagement anto ~~uncertain~~have ~~tax~~a ~~position~~material ~~will~~impact beon ~~recognized if~~ the ~~position~~Company’s ~~has~~present ~~less~~or ~~than~~future afinancial ~~50% likelihood of being sustained~~statements.

~~Property and Equipment~~ 7

~~Property~~ Table ~~and equipment are recorded at cost and depreciated over the estimated useful lives using the straight-line method~~ of depreciation. Amortization of the leasehold improvements is computed using the straight-line method over the lesser of the estimated useful lives of the underlying assets and the term of the related lease.Contents

~~Recent~~ Integral ~~Accounting~~Technologies, ~~Pronouncements~~Inc.

~~In June~~ Notes ~~2016,~~to the ~~FASB~~Unaudited ~~issued~~Condensed ~~ASU~~Consolidated ~~2016-13, Measurement of Credit Losses on~~ Financial Instruments. ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning July 1, 2023, and early adoption is permitted. The Company adopted this standard on July 1, 2023 and there was no effect on the adoption.Statements

~~In August~~ September ~~2020~~30, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40).” ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. The diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. For contracts in an entity’s own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective July 1, 2024, ~~for the Company~~ and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. 2023

F-(Unaudited) 7

~~Table~~NOTE of3 ~~Contents~~ - GOING CONCERN

~~Integral~~These ~~Technologies~~consolidated financial statements have been prepared on a going concern basis, ~~Inc~~which assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the ordinary course of business. The Company’s operations have resulted in a net loss of $152,834 for the three months ended September 30, 2024 (2023 –net income - $3,366,349), and an accumulated deficit of $68,647,310 ( June 30, 2024 –$68,494,476) and a working capital deficiency of $7,128,486 as at September 30, 2024 ( June 30, 2024 - $6,975,652). The Company does not have sufficient revenue-producing activities to fund its expenditure requirements to continue to advance researching, developing and commercializing its conductive plastics technology, ElectriPlast. The Company estimates that it does not have sufficient funding to continue operating activities; however, the Company has been able to raise funding on an as needed basis to continue to function. The lack of cash flow raises substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance of this report.

~~Notes~~These toconsolidated financial statements do not reflect adjustments that would be necessary if the ~~Unaudited~~going ~~Condensed~~concern ~~Consolidated~~assumption ~~Financial~~were ~~Statements~~ not appropriate because management believes that the actions already taken or planned will mitigate the adverse conditions and events that raise doubts about the validity of the going concern assumption used in preparing these consolidated financial statements. Management intends to raise additional capital through stock and debt issuances to finance operations. If none of these events occur, there is a risk that the business will fail.

~~Three~~NOTE ~~Months~~4 ~~Ended September~~– ~~30,~~TERMINATION ~~2023~~AGREEMENT ~~and 2022~~ AND RETURN OF PREFERRED SHARES

On September 9, 2019, the Company entered into a technology and asset purchase agreement (~~Unaudited~~the “Asset Purchase Agreement”) with Pivotal Battery Corp. (“Pivotal”), a company with management in common. On June 30, 2022, the Company amended the Asset purchase Agreement to terminate the promissory note agreement and amend the terms.

~~NOTE~~The 2Company -determined ~~SIGNIFICANT~~that ~~ACCOUNTING~~due ~~POLICIES~~to uncertainty of collection, any payments received under the agreement are recognized on date of receipt. Total revenues recognized pursuant to the Asset Purchase Agreement with Pivotal for the three months ended September 30, 2024 was $nil (~~CONTINUED)~~2023 - $6,655).

~~Recent~~On September ~~Accounting~~15, ~~Pronouncements~~2023, Pivotal and the Company entered into a termination agreement; whereby the Company forgave and mutually release Pivotal from any and all obligations under the Asset Purchase Agreement, in exchange for terminating its 40 preferred shares of the Company and releasing the Company from any and all shareholder obligations and accrued dividends. Further, Pivotal will be issuing 2,000,000 of its shares on a pro-rata basis to Integral shareholders on record. As a result, the Company reduced dividends payable by $36,481 and the mandatorily redeemable preferred stock liability by $100,000 during the three months ended September 30, 2024 and recognized a gain on extinguishment of preferred share obligations of $nil (~~continued~~ September 30, 2023 - $136,481).

~~Other~~NOTE ~~recent~~5 ~~accounting~~- pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the CompanySTOCKHOLDERS’s ~~present or future financial statements~~DEFICIT

~~NOTE~~Common ~~3 - GOING CONCERN~~stock

~~These~~During ~~consolidated financial statements have been prepared on a going concern basis, which assumes~~ the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the ordinary course of business. The Company’s operations have resulted in a net income (loss) of $3,366,349 for the three months ended September 30, ~~2023~~2024 ~~(2022 – ($399,067)),~~ and ~~an accumulated deficit of $68,008,710 ( June 30,~~ 2023 ~~- $71~~,~~375,059)~~ ~~and~~there awere ~~working~~no ~~capital~~common ~~deficiency~~share ~~of $6,489,886 as at September 30, 2023 ( June 30, 2023 - $9,856,235)~~transactions. The Company does not have sufficient revenue-producing activities to fund its expenditure requirements to continue to advance researching, developing and commercializing its conductive plastics technology, ElectriPlast. The Company estimates that it does not have sufficient funding to continue operating activities; however, the Company has been able to raise funding on an as needed basis to continue to function. The lack of cash flow raises substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance of this report.

~~These~~On September ~~consolidated~~19, ~~financial~~2023, ~~statements do not reflect adjustments that would be necessary if~~ the ~~going~~Company ~~concern~~increased ~~assumption were not appropriate because management believes that~~ the ~~actions~~number ~~already~~of ~~taken~~authorized orshares ~~planned will mitigate the adverse conditions and events that raise doubts about the validity~~ of ~~the~~Common ~~going~~Stock ~~concern assumption used in preparing these consolidated financial statements. Management intends~~ to ~~raise~~1,000,000,000 ~~additional~~at ~~capital through stock and debt issuances to finance operations~~$0.001 Ifpar ~~none~~value ofwhich ~~these~~has ~~events~~been ~~occur,~~reflected ~~there~~retrospectively ison ~~a risk that~~ the ~~business~~consolidated ~~will~~balance ~~fail~~sheet.

~~NOTE~~Series 4B –Preferred ~~TERMINATION~~stock ~~AGREEMENT AND RETURN OF PREFERRED SHARES~~

On ~~September~~December 910, ~~2019~~2018, the Company ~~entered~~issued ~~into~~40 aSeries ~~technology~~B ~~and~~Preferred ~~asset purchase agreement (the “Asset Purchase Agreement”) with Pivotal Battery Corp~~Stock. ~~(“Pivotal”), a company with management in common. On June 30, 2022, the Company amended the Asset purchase Agreement to terminate the promissory note agreement and amend the terms.~~

~~The~~On January ~~Company~~14, ~~determined that due to uncertainty of collection~~2019, ~~any payments received under~~ the ~~agreement~~Company ~~are~~issued ~~recognized~~2 onSeries ~~date~~B ofPreferred ~~receipt~~Shares. ~~Total revenues recognized pursuant to the Asset Purchase Agreement with Pivotal for the three months ended September 30, 2023 was $6,655 (2022 – $5,700).~~

~~On September~~Each ~~15,~~Preferred ~~2023,~~Share ~~Pivotal~~carries ~~and~~an ~~the~~annual ~~Company~~12% ~~entered~~dividend ~~into~~compounded aannually ~~termination agreement; whereby the Company will forgive and mutually release Pivotal from any and all obligations under the Asset Purchase Agreement, in exchange~~ for ~~terminating~~three ~~its~~(3) 40consecutive ~~preferred~~years. ~~shares~~The ~~of the~~ Company ~~and~~will ~~releasing~~pay ~~the Company from any and all shareholder obligations and accrued~~ dividends. ~~Further, Pivotal will be issuing 2,000,000 of its shares~~ on a ~~pro-rata~~quarterly basis toat ~~Integral~~the ~~shareholders~~discretion onof ~~record. As a result,~~ the ~~Company~~Board ~~reduced~~to ~~dividends payable by $36,481 and~~ the ~~mandatorily~~extent ~~redeemable~~cash ~~preferred~~or ~~stock~~other ~~liability~~assets byare ~~$100,000~~available. ~~during the three months ended~~Dividends ~~September~~may ~~30,~~be ~~2023~~paid ~~and~~in ~~recognized~~cash aor ~~gain~~other onproperty. ~~extinguishment~~The ofShares ~~preferred~~have ~~share~~no ~~obligations~~voting ~~of $136,481~~rights.

F- 8

Table of Contents

Integral Technologies, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

~~Three Months Ended~~ September 30, ~~2023~~2024 and ~~2022~~2023

(Unaudited)

NOTE 5 - STOCKHOLDERS’ DEFICIT (CONTINUED)

~~Common~~The Shares were convertible into shares of common stock of the Company at the option of the holder on a 1:12,500 basis (subject to adjustments for stock dividends, splits, combinations and similar events) at any time within 12 to 36 months from the date of issuance of the Shares provided that the Company has enough authorized and unissued shares of common stock available for the conversion. Any accrued but unpaid interest or dividends related to the Shares may also be converted into common stock at the discretion of the Board of Directors.

~~During~~The Company also has the ~~three~~option ~~months~~to ~~ended September~~call 30the Shares and purchase some or all of the Series B Preferred Stock owned by investors at any time at on a pro rata, ~~2023~~nearest whole share basis. The redemption value of the Shares is $2,500 per Share (subject to adjustments for stock dividends, splits, combinations and ~~2022~~similar events) (the “Redemption Value”). On the date 36 months from the issuance date of the Shares, ~~there~~if ~~were~~not noalready converted to common, ~~share~~the ~~transactions~~Company shall redeem the Shares at the Redemption Value and pay all accrued but unpaid dividends and interest to the extent assets are available.

The mandatorily redeemable preferred stock liability (“MRPSL”) of $105,000 has been recognized at the issuance date. On September 1915, 2023, pursuant to a termination agreement with the ~~Company~~investor ~~increased~~(See Note 4), the ~~number~~investor ofreturned ~~authorized~~to the Company, 40 preferred shares, which were cancelled. As a result, the Company has reduced the MRPSL by $100,000 and reduced its dividends payable by $36,481. As of September ~~Common~~30, ~~Stock~~2024, toredeemable preferred stock dividends payable was $1,~~000~~824 ( June 30,~~000~~ 2024 - $1,~~000~~824) atand MRPSL was $~~0.001~~5,000 ~~par~~( ~~value~~June 30, 2024 - $5,000).

Series BC Preferred ~~stock~~ Stock

On ~~December~~September 1018, ~~2018~~2023, the Company issued 401 Series BC Preferred Stock ~~(the~~at ~~“Preferred~~$0.001 ~~Shares”)~~par atvalue. aOn September ~~price~~19, ~~of $2~~2023,~~250,~~ ~~for~~following ~~total~~the ~~proceeds~~increase ofin ~~$90~~the authorized common shares,~~000~~ the 1 Series C Preferred Stock was automatically cancelled for no consideration.

~~On January~~The ~~14,~~Series ~~2019,~~C Preferred Stock held voting power equal to 51% of the ~~Company~~total number of votes on all of its stock issued 2and ~~Series~~outstanding Band ~~Preferred~~held ~~Shares~~the atvoting arights ~~price~~to vote solely on the increase to the authorized number of $2shares of common stock. The Series C Preferred shares were not convertible,~~250,~~ ~~for~~were ~~total~~not ~~proceeds~~entitled to participate in distribution of ~~$4,500~~assets or rights on dissolution or wind-up and were not entitled to dividends or distributions.

~~Each~~Stock ~~Preferred~~options, ~~Share~~warrants ~~carries~~and anrestricted annual 12% dividend compounded annually for three (3) consecutive years. The Company will pay dividends on a quarterly basis at the discretion of the Board to the extent cash or other assets are available. Dividends may be paid in cash or other property. The Shares have no voting rights.shares

The ~~Shares were convertible into shares of common stock of the~~ Company athas ~~the~~no ~~option of the holder on a 1:12~~options,~~500~~ ~~basis~~warrants ~~(subject~~or torestricted ~~adjustments~~shares ~~for~~issued ~~stock dividends, splits, combinations~~ and ~~similar~~outstanding ~~events)~~as ~~at any time within 12 to 36 months from the date~~ of September ~~issuance~~30, of2024 ~~the Shares provided that the Company has enough authorized~~ and ~~unissued shares of common stock available for the conversion. Any accrued but unpaid interest or dividends related to the Shares~~ ~~may~~June ~~also~~30, ~~be converted into common stock at the discretion of the Board of Directors~~2024.

The Company also has the option to call the Shares and purchase some or all of the Series B Preferred Stock owned by investors at any time at on a pro rata, nearest whole share basis. The redemption value of the Shares is $2,500 per Share (subject to adjustments for stock dividends, splits, combinations and similar events) (the “Redemption Value”). On the date 36 months from the issuance date of the Shares, if not already converted to common, the Company shall redeem the Shares at the Redemption Value and pay all accrued but unpaid dividends and interest to the extent assets are available.obligations

~~The mandatorily redeemable preferred stock liability~~ (~~“MRPSL”~~a) ofPursuant ~~$105,000 has been recognized at the issuance date. On September 15, 2023, pursuant~~ to a ~~termination~~separation agreement with ~~the~~a ~~investor~~previous ~~(See Note 4)~~CFO, the ~~investor~~Company ~~returned~~will toissue ~~the Company~~36,000 ~~40 preferred~~ shares, ~~which~~of ~~were~~common ~~cancelled.~~stock Aswith a ~~result,~~due ~~the~~date ~~Company~~fair ~~has~~value ~~reduced~~of ~~the MRPSL by~~ $~~100~~3,~~000~~600 and ~~reduced~~settle ~~its~~all ~~dividends~~unpaid ~~payable~~fees byfrom ~~$36,481.~~July ~~As of September 30, 2023, redeemable preferred stock dividends payable was $~~1,~~824~~ (2016 ~~June~~to ~~30,~~February ~~2023 - $38~~10,~~305)~~ ~~and~~2017 ~~MRPSL was $5,000~~ (effective ~~June~~date ~~30,~~of ~~2023 - $105,000~~resignation).

~~Series~~(b) CPursuant ~~Preferred~~to ~~Stock~~director’s agreements, the Company is obligated to issue 65,000 shares of common stock measured at the due date fair value $37,650 recognized within obligation to issue shares.

(c) On ~~September~~ 18February 21, ~~2023~~2019, the Company ~~issued~~entered 1into ~~Series~~a Cpromissory ~~Preferred~~note ~~Stock~~for attotal proceeds of $080,000.~~001~~ ~~par~~The ~~value.~~promissory ~~On September~~note ~~19,~~bears ~~2023~~interest at 2% per month and matures on November 21, ~~following~~2019. ~~the~~As ~~increase~~additional inconsideration to the ~~authorized~~holder, the Company must also issue 1,000,000 common shares within 180 days of the promissory note. As at September 30, 2024 and June 30, 2024, these shares have not been issued and the 1due ~~Series~~date Cfair ~~Preferred~~value ~~Stock~~of ~~was~~$20,000 ~~automatically~~has ~~cancelled~~been ~~for~~recognized nowithin ~~consideration.~~obligation to issue shares within equity

The ~~Series~~three Cobligations ~~Preferred~~above ~~Stock~~are ~~held~~reflected ~~voting~~as ~~power~~share ~~equal~~subscriptions ~~to 51% of the total number of votes on all of its stock issued~~ and ~~outstanding~~obligations ~~and held the voting rights~~ to ~~vote~~issue ~~solely on the increase to the authorized number of~~ shares ofwithin ~~common stock~~equity. ~~The Series C Preferred shares were not convertible, were not entitled to participate in distribution of assets or rights on dissolution or wind-up and were not entitled to dividends or distributions.~~

~~Stock options, warrants and restricted shares~~ 9

~~The~~ Table ~~Company has no options, warrants or restricted shares issued and outstanding as~~ of ~~September~~ ~~30, 2023 and June 30, 2023.~~Contents

F- Integral Technologies, Inc. 9

~~Table~~ Notes ofto ~~Contents~~the Unaudited Condensed Consolidated Financial Statements

~~Integral~~September ~~Technologies~~30, ~~Inc.~~2024 and 2023

~~Notes to the~~ (Unaudited ~~Condensed Consolidated Financial Statements~~)

~~Three~~NOTE ~~Months~~6 ~~Ended September~~-RISK ~~30,~~MANAGEMENT ~~2023~~AND ~~and 2022~~ FINANCIAL INSTRUMENTS

~~(Unaudited)~~ Fair value

~~NOTE~~The 5loans -payable ~~STOCKHOLDERS’~~balance ~~DEFICIT~~approximates ~~(CONTINUED)~~fair value due its short-term nature.

~~Share~~Credit ~~obligations~~risk

~~(a)~~Credit ~~Pursuant~~risk is the risk that one party to a ~~separation~~financial ~~agreement~~instrument ~~with~~will cause a ~~previous~~financial ~~CFO,~~loss for the ~~Company~~other ~~will~~party ~~issue~~by ~~36,000~~failing ~~shares~~to ofdischarge ~~common~~an ~~stock~~obligation. ~~with~~The aCompany’s ~~due~~financial ~~date~~asset ~~fair~~that ~~value~~is ofexposed ~~$3,600~~to ~~and~~credit ~~settle~~risk ~~all~~consists ~~unpaid~~of ~~fees~~cash, ~~from~~which ~~July~~is 1,placed ~~2016~~with toUS ~~February~~financial 10institutions, ~~2017~~and ~~(effective~~trust ~~date~~account ofwith ~~resignation)~~the Company’s legal counsel.

~~(b)~~Concentration ~~Pursuant~~of tocredit ~~director’s~~risk ~~agreements,~~exists ~~the~~with ~~Company~~respect ~~is obligated~~ to ~~issue~~the 65Company’s cash,~~000~~ ~~shares~~as ofcertain ~~common~~amounts ~~stock.~~are Asheld at ~~June~~US ~~30, 2021, these shares have not been issued~~ and asfinancial ~~such, the due date fair value of $37,650 has been recognized in obligation to issue shares within equity~~institutions.

~~(c)~~All ~~On February 21, 2019, the Company entered into a promissory note for total proceeds of $80,000~~U. ~~The promissory note bears interest at 2% per month and matures on November 21, 2019~~S. Asinstitution ~~additional~~amounts ~~consideration~~are tocovered ~~the~~by ~~holder,~~FDIC ~~the~~insurance ~~Company~~as ~~must also issue 1,000,000 common shares within 180 days~~ of ~~the promissory note. As at~~ September 30, ~~2023 and June 30~~2024. ~~2023,~~Management ~~these~~deems ~~shares~~any ~~have~~related ~~not~~risk ~~been issued and the due date fair value of $20,000 has been recognized within obligation~~ to ~~issue~~be ~~shares within equity~~minimal.

~~NOTE~~Interest 6rate ~~-RISK MANAGEMENT AND FINANCIAL INSTRUMENTS~~risk

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

~~The~~Currency ~~loans payable balance approximates fair value due its short-term nature.~~risk

~~Credit~~The Company translates the results of non-US transactions into US dollars using rates of exchange on the date of the transaction. The exchange rate varies from time to time. This risk is considered nominal as the Company does not incur significant transactions in currencies other than US dollars.

~~Credit~~NOTE ~~risk~~7 is- ~~the~~RELATED ~~risk~~PARTY that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s financial asset that is exposed to credit risk consists of cash, which is placed with US financial institutions, and trust account with the Company’s legal council.TRANSACTIONS

~~Concentration~~As of September ~~credit~~30, ~~risk~~2024, ~~exists~~$1,146,333 ~~with~~( ~~respect~~June 30, 2024 - $1,108,708) was owed to the Company’'s ~~cash~~executives for outstanding managements fees, asconsulting ~~certain~~fees ~~amounts~~and business-related reimbursements and are ~~held~~without atinterest USor ~~and~~stated ~~financial~~terms ~~institutions~~of repayment.

~~All~~During ~~U.S.~~the ~~institution~~three ~~amounts~~months ~~are~~ended September ~~covered~~30, by2024, ~~FDIC~~the ~~insurance~~Company asaccrued salaries of ~~September~~ 30$37,500 (2023. ~~Management~~- ~~deems~~$37,500) ~~any~~to ~~related~~the ~~risk~~Company’s toexecutives, berecognized ~~minimal~~within related party payable.

~~Interest~~On September ~~rate~~9, ~~risk~~2019, the Company entered into a technology and asset purchase agreement with a Company with management in common, refer to Note 4 for details. During the three months ended September 30, 2024, the Company received payments of $nil (2023 - $6,655) for license fees as part of the Asset Purchase Agreement.

~~The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary current assets and current liabilities.~~ 10

~~Currency~~ Table ~~risk~~of Contents

~~The~~ Integral ~~Company~~Technologies, ~~translates the results of non-US transactions into US dollars using rates of exchange on the date of the transaction~~Inc. ~~The exchange rate varies from time to time. This risk is considered nominal as the Company does not incur significant transactions in currencies other than US dollars.~~

F- Notes to the Unaudited Condensed Consolidated Financial Statements 10

~~Table~~ September of30, ~~Contents~~2024 and 2023

~~Integral Technologies, Inc.~~(Unaudited)

~~Notes~~NOTE to8 ~~the~~- ~~Unaudited~~SEGMENT ~~Condensed Consolidated Financial Statements~~ INFORMATION

~~Three~~Operating ~~Months~~segments ~~Ended September~~are 30identified as components of an enterprise for which separate discrete financial information is available for evaluation by the Company’s chief operating decision maker (“CODM”) and relied upon when making decisions regarding resource allocation and assessing performance. When evaluating the Company’s financial performance, ~~2023~~the CODM reviews total revenues, total expenses, and ~~2022~~ expenses by functional classification, using this information to make decisions on a company-wide basis.

The Company operates in two reportable segments (~~Unaudited~~see below) . The CODM for the Company is the Chief Executive Officer (the “CEO”). The Company’s CEO reviews operating results on an aggregate basis and manages the Company’s operations as a whole for the purpose of evaluating financial performance and allocating resources. Accordingly, the Company has determined that it has two reportable operating segments structure. At present, the Company no sources of revenue and has no specific business plan or purpose. The CEO uses aggregate net loss to allocate resources towards its operating segment(s). The measure of segment assets is reported on the consolidated balance sheets as total assets.

~~NOTE~~The 6Company’s ~~-RISK~~CODM, ~~MANAGEMENT~~the ~~AND~~Chief ~~FINANCIAL~~Executive ~~INSTRUMENTS~~Officer, ~~(CONTINUED)~~evaluates how the Company views and measures its performance. ASC 280, Segment Reporting establishes the standards for reporting information about segments in financial statements. After consideration of this criteria, the CODM has determined that there are two reportable segments, consisting of Bring Reporting Current and Pivotal.

~~Liquidity~~Bring ~~risk~~Reporting Current represents the Company’s sole current goal of catching up on its public Company filings and maintaining its issuer status and consists of legal, professional, audit and management fee expenses incurred towards this mission.

~~Liquidity~~Pivotal ~~risk~~was is the ~~risk that the~~ Company ~~will encounter difficulty in satisfying financial obligations as they become due. The Company~~’s ~~approach~~ongoing tolicense ~~managing~~revenues ~~liquidity~~which ~~risk~~were isdiscontinued toin ~~provide~~the ~~reasonable~~prior ~~assurance~~year. ~~that~~This itrevenue ~~will~~stream ~~have~~required ~~sufficient~~no ~~funds~~effort toor ~~meet~~expenses ~~liabilities~~on ~~when~~behalf ~~due.~~of ~~The~~the Company ~~manages~~and ~~its~~were ~~liquidity~~recognized ~~risk~~when bypaid ~~forecasting~~up ~~cash~~to ~~flows~~the ~~required~~termination ~~for~~of ~~operations~~the ~~and anticipated investing and financing activities~~agreement.

The Company ~~requires~~measures ~~significant~~segment ~~additional~~performance ~~funding~~ to ~~meet~~allocate its ~~operational~~resources ~~costs~~towards inthe ~~fiscal~~Bring ~~year~~Reporting ~~2024~~Current ~~and~~segment. ~~2025~~Total asset information by segment is not provided to, or reviewed by, the CODM as it is not used to make strategic decisions, allocate resources or assess performance.

~~Financing~~The ~~transactions may~~following ~~include~~table summarizes the ~~issuance~~reportable segments of ~~equity securities, obtaining additional credit facilities, licensing proprietary technology or other financing mechanisms. However,~~ the Company’s ~~shares~~for ~~are~~the ~~not~~three ~~currently~~months ~~trading~~ended September ~~which~~30, ~~has made it more difficult to obtain equity financing.~~2024:

NOTE 7 - RELATED PARTY TRANSACTIONS

	Bring Reporting Current			Pivotal		Total

Revenue	$	-		$	-

Related expenses:
Consulting, audit and professional		34,009			-		34,009
Management fees		37,500			-		37,500

Total expenses		(71,509	)		-		(71,509	)
Net income (loss) from segment		(71,509	)		-		(71,509	)


Other income (expense):
Gain on troubled debt restructure		-			-		-
Gain on extinguishment of preferred share obligations		-			-		-
Interest expense		(81,325	)		-		(81,325	)
Total other income (expense)		(81,325	)		-		(81,325	)
Net income (loss)	$	(152,834	)	$	-	$	(152,834	)

As of September 30, 2023, $996,043 ( June 30, 2023 - $961,043) was owed to the Company's executives for outstanding managements fees, consulting fees and business-related reimbursements and are without interest or stated terms of repayment. 11

~~During~~ Table ~~the three months ended September 30, 2023, the Company accrued salaries~~ of ~~$37,500 (2022 - $37,500) to the Company’s executives, recognized within related party payable.~~Contents

~~On September~~ Integral 9Technologies, ~~2019, the Company entered into a technology and asset purchase agreement with a Company with management in common, refer to Note 4 for details~~Inc. ~~During the three months ended September 30, 2023, the Company received payments of $6,655 (2022 - $5,700) for license fees as part of the Asset Purchase Agreement.~~

~~NOTE~~ Notes 8to -the ~~SEGMENT~~Unaudited ~~INFORMATION~~Condensed Consolidated Financial Statements

~~The~~ September ~~Company operates primarily in one business segment~~30, ~~the~~2024 ~~development of electronically-conductive resin-based materials, with operations located in the US.~~and 2023

F- (Unaudited) 11

~~Table~~NOTE of8 ~~Contents~~ - SEGMENT INFORMATION (CONTINUED)

~~Integral~~The ~~Technologies~~following table summarizes the reportable segments of the Company for the three months ended September 30, ~~Inc.~~ 2023:

Notes to the Unaudited Condensed Consolidated Financial Statements

	Bring reporting current			Pivotal		Total

Revenue	$	-		$	6,655		6,655

Related expenses:
Consulting, audit and professional		30,882			-		30,882
Management fees		37,500			-		37,500

Total expenses		(68,382	)		-		(68,382	)
Net income (loss) from segment		(68,382	)		6,655		(61,727	)


Other income (expense):
Gain on troubled debt restructure		3,371,441			-		3,371,441
Gain on extinguishment of preferred share obligations		136,481			-		136,481
Interest expense		(79,846	)		-		(79,846	)
Total other income (expense)		3,428,076			-		3,428,076
Net income (loss)	$	3,359,694		$	6,655		3,366,349

~~Three~~NOTE ~~Months~~9 ~~Ended September~~- ~~30,~~CONVERTIBLE ~~2023 and 2022~~ DEBENTURES

On July 1, 2023, all of the issued and outstanding Convertible debt of $6,142,793 together with $228,648 in promissory notes (~~Unaudited~~the “Old Debt”) were exchanged for a new $3,000,000, 8% interest promissory note (“New Promissory Note”), due by July 8, 2024 which is now in default. As the lender did not receive any consideration for the reduction of the debt, the transaction was treated as a troubled debt restructure under ASC 470-60. The note is due on demand in the event of default. During the three months ended September 30, 2024, a gain on troubled debt restructure of $nil ( September 30, 2023 - $3,371,441) was recognized on the exchange of the Old Debt for the New Promissory Note.

~~NOTE~~JMJ ~~9 - CONVERTIBLE DEBENTURES~~Financial

On ~~July~~November 116, ~~2023~~2017, ~~all of~~ the ~~issued~~Company ~~and~~entered ~~outstanding~~into ~~Convertible~~a debt ofagreement ~~$6,142,793 together~~ with ~~$228,648~~JMJ inFinancial. ~~promissory~~A ~~notes~~total ~~(the~~of ~~“Old Debt”) were exchanged for a new~~ $3200,000~~,000,~~ 8%was ~~interest~~received. ~~promissory~~The ~~note~~convertible ~~(“New~~debenture ~~Promissory~~became ~~Note”),~~ due byon ~~July~~May 815, ~~2024~~2018. As ~~the lender did not receive any consideration for the reduction~~ of September ~~the~~30, ~~debt~~2024, ~~the transaction is treated as a troubled debt restructure under ASC 470-60. The note is due on demand in the event of default. During the three months ended~~and ~~September~~June 30, 2023, ~~a gain on troubled debt restructure of~~ $374,~~371,441~~000 ~~was~~remains ~~recognized on the exchange of the Old Debt for the New Promissory Note~~due.

AsThe note becomes convertible in the event the Company breaches any of the default provisions. On ~~June~~January 3016, ~~2023~~2018, the ~~Company’s~~note was in default and accordingly became convertible. ~~debentures~~The conversion price is the lesser of $0.05 or 50% of the lowest trade price in the 25 trading days previous to the conversion. The lender is limited to holding no more than 4.99% of the issued and outstanding common stock at the time of conversion. After the expiration of 120 days following the delivery date of any consideration, the Company will have ~~been~~no ~~summarized~~right asof ~~follows:~~prepayment without written consent of the lender.

~~SBI~~On March ~~Investments~~25, ~~LLC~~2021, ~~(“SBI”)~~the Company’s common shares were suspended from trading. As a result, the Company is not able to satisfy the conversion rights under the convertible debt agreements, the fair values of all derivative liabilities have been measured at $nil as at September 30, 2024 and June 30, 2024.

Original debt	Total penalties		Accrued interest as of June 30, 2023		Total balance settled through issuance of shares			Balance due as of June 30, 2023		Original interest rate*			Inception	Original due date
$	$		$		$			$
469,760		369,375		652,718		(599,254	)		892,599		12	%	May 12, 2017	November 12, 2017
105,000		68,045		456,363		-			629,408		8	%	May 19, 2017	November 19, 2017
119,227		249,675		986,862		-			1,355,764		8	%	May 18, 2017	November 18, 2017
469,760		220,917		794,593		(431,605	)		1,053,665		12	%	May 12, 2017	November 12, 2017
105,000		170,240		588,152		-			863,392		8	%	May 19, 2017	November 19, 2017
119,227		180,550		811,858		-			1,111,635		8	%	May 18, 2017	November 18, 2017
28,750		46,623		160,957		-			236,330		8	%	June 23, 2017	December 23, 2017
1,416,724		1,305,425		4,451,503		(1,030,859	)		6,142,793

~~On June~~ Table ~~30, 2023, SBI acquired all~~ of ~~the issued and outstanding convertible debt of L2 Capital, reflected above and on July 1, 2023, exchanged all of the convertible debt for an 8% interest promissory note described above.~~Contents

~~JMJ~~ Integral ~~Financial~~Technologies, Inc.

~~On November~~ Notes ~~16,~~to ~~2017,~~ the ~~Company~~Unaudited ~~entered~~Condensed ~~into~~Consolidated ~~a debt agreement with JMJ~~ Financial. ~~A total of $200,000 was received. The convertible debenture became due on May 15, 2018. As of September 30, 2023, and June 30, 2023, $74,000 remains due.~~Statements

~~The~~ September ~~note becomes convertible in the event the Company breaches any of the default provisions. On January 16~~30, ~~2018,~~2024 ~~the note was in default~~ and accordingly became convertible. The conversion price is the lesser of $0.05 or 50% of the lowest trade price in the 25 trading days previous to the conversion. The lender is limited to holding no more than 4.99% of the issued and outstanding common stock at the time of conversion. After the expiration of 120 days following the delivery date of any consideration, the Company will have no right of prepayment without written consent of the lender. 2023

~~A reconciliation of the Company’s convertible debenture is as follows:~~ (Unaudited)

Balance, June 30, 2023	$	6,216,793
Conversion of SBI to promissory note		(6,142,793	)
Balance, September 30, 2023	$	74,000

NOTE 10 – NOTES PAYABLE

OnAs of ~~March~~September 2530, ~~2021~~2024, the Company’s ~~common~~had ~~shares were suspended from trading. As a result,~~ the ~~Company~~following isloan ~~not able to satisfy the conversion rights under the convertible debt~~ agreements outstanding, ~~the~~summarized ~~fair values of all derivative liabilities have been measured at $nil~~ as ~~at September 30, 2023 and June 30, 2023.~~follows:

F- 12

Original debt	Accrued interest as of September 30, 2024		Cumulative Total balance settled through cash			Balance due as of September 30, 2024		Interest rate			Inception	Original due date
$	$		$			$
352,400		244,825		(20,000	)		577,225		10	%	August 2017	May 2017*
80,000		139,300		(82,100	)		137,200	$2,300 per month until repaid			November 2019	August 2020*
90,000		107,200		-			197,200	$1,600 per month until repaid			November 2019	August 2020*
3,000,000		300,493		-			3,300,493		8	%	July 1, 2023	May 1, 2024*
35,000		2,631		-			37,631		8	%	October 23, 2023	August 23, 2024*
10,000		116					10,116		8	%	August 8, 2024	June 8, 2025**
3,567,400		794,565		(102,100	)		4,259,865

~~Table~~* As of September ~~Contents~~ 30, 2024, these notes were in default and are due on demand.

~~Integral~~** ~~Technologies~~As of June 8, ~~Inc~~2025, this note became in default and became due on demand.

~~Notes~~As toof September ~~the~~30, ~~Unaudited~~2024, ~~Condensed~~a ~~Consolidated~~total ~~Financial~~of ~~Statements~~ $4,259,865 of principal and interest is in default and due on demand.

~~Three~~As ~~Months~~of June ~~Ended September~~ 30, ~~2023~~2024, ~~and 2022~~ the Company had the following loan agreements outstanding, summarized as follows:

(Unaudited)

Original debt	Accrued interest as of June 30, 2024		Cumulative Total balance settled through cash			Balance due as of June 30, 2024		Interest rate			Inception	Original due date
$	$		$			$
352,400		236,515		(20,000	)		568,915		10	%	August 2017	May 2017*
80,000		132,400		(82,100	)		130,300	$2,300 per month until repaid			November 2019	August 2020*
90,000		102,400		-			192,400	$1,600 per month until repaid			November 2019	August 2020*
3,000,000		240,000		-			3,240,000		8	%	July 1, 2023	May 1, 2024**
35,000		1,925		-			36,925		8	%	Multiple	Multiple***
3,557,400		713,240		(102,100	)		4,168,540

~~NOTE~~* 10As –of June ~~NOTES~~30, ~~PAYABLE~~2024, these notes were in default and are due on demand.

As** ofon ~~September~~July 308, ~~2023~~2024, ~~the~~this ~~Company~~note ~~had~~became ~~the~~in ~~following~~default ~~loan~~and ~~agreements~~became ~~outstanding,~~due ~~summarized~~on ~~as follows:~~demand.

Original debt	Accrued interest as of September 30, 2023		Cumulative total balance settled through cash			Balance due as of September 30, 2023		Interest rate			Inception	Original due date
$	$		$			$
352,400		211,585		(20,000	)		543,985		10	%	August 2017	May 2017*
80,000		111,700		(82,100	)		109,600	$2,300 per month until repaid			November 2019	August 2020*
90,000		88,000		-			178,000	$2,000 per month until repaid			November 2019	August 2020*
3,000,000		59,836		-			3,059,836		8	%	July 1, 2023	July 8, 2024**
3,522,400		471,121		(102,100	)		3,891,421

*** The Company has entered into multiple promissory notes with one lender on an as needed basis. Each note bears interest at 8% and were due 10 months after issuance.

* As of September 30, 2024, these loans were in default and are due on demand. 13

** Table ~~on July~~of ~~8, 2024, this note became in default and became due on demand.~~Contents

~~***~~ Integral ~~This interest relates to the multiple notes that were replaced by the $3~~Technologies,~~000,000~~ ~~promissory note on July 1, 2023~~Inc.

As Notes ~~of June~~to ~~30, 2023,~~ the ~~Company~~Unaudited ~~had~~Condensed ~~the~~Consolidated ~~following~~Financial ~~loan agreements outstanding, summarized as follows:~~Statements

Original debt	Interest expense for the year ended June 30, 2023		Accrued interest as of June 30 30, 2023		Cumulative total balance settled through cash			Balance due as of June 30, 2023		Interest rate			Inception	Original due date
$	$		$		$			$
352,400		33,240		203,275		(20,000	)		535,675		10	%	August 2017	May 2017
80,000		27,600		104,800		(79,800	)		105,000	$2,300 per month until repaid			November 2019	August 2020
90,000		19,200		83,200		-			173,200	$2,000 per month until repaid			November 2019	August 2020
204,500		13,222		24,148		-			228,648		8	%	Multiple	Multiple****
726,523		93,262		415,423		(99,800	)		1,042,523

September 30, 2024 and 2023

****The Company has entered into multiple promissory notes with one lender on an as needed basis. Each note bears interest at 8% and are due 10 months after issuance. As of June 30, 2023, the notes are all in default and due on demand. (Unaudited)

NOTE 11 - SUBSEQUENT EVENTS

The Company entered into promissory notes for an additional funding. Each note bears interest at 8% per annum and is due 10 months after issuance. The proceeds of these promissory notes shall be ~~strictly~~ used ~~pursuant~~solely tofor costs associated with ~~getting~~bringing ~~its~~the Company’s filings current and ~~resumption~~resuming of trading. The promissory notes ~~also~~ create a lien on, and ~~grants~~grant a first priority security interest in, all of the Company’s assets. The dates and amounts of each promissory note are as follows:

		October 23, 2023	$35,000
		August 8, 2024	$10,000
		October 18, 2024	$35,000
		February 13, 2025	$50,000

		October 18, 2024 $35,000
		February 13, 2025 $50,000

See Note 10 for loan defaults.

F- 1314

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated interim financial statements (the “financial statements”), and the notes thereto, and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, ~~2023~~2024. The following discussion and analysis compares our consolidated results of operations for the three months ended September 30, ~~2023~~2024 (the “~~2023~~2024 Quarter”) with those for the three months ended September 30, ~~2022~~2023 (the “~~2022~~2023 Quarter”). All dollar amounts and percentages presented herein have been rounded to approximate values.

Cautionary Note Regarding Forward-Looking Statements

This report contains “forward-looking statements”. These statements include, among other things, statements regarding our anticipation of ramping up our search for target or partner, as well as other statements regarding our future operations, financial condition and prospects, and business strategies. Forward-looking statements generally can be identified by words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "projects," "will be," "will continue," "will likely result," and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially and adversely from those reflected in the forward-looking statements. These risks include the inability of our consultant or management to locate an acquisition target and even if successful that management will be able to negotiate any such transaction on favorable terms and the lack of funding to continue meeting our SEC filing obligations as well as other ongoing costs. No assurance can be given that the actual results will be consistent with the forward-looking statements. Investors should read carefully the factors described in the “Risk Factors” section of the Company’s filings with the SEC, including the Company’s Form 10-K for the year ended June 30, ~~2023~~2024 for information regarding risk factors that could affect the Company’s results. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Overview

Integral Technologies, Inc. (“Integral,” the “Company” or “we”) was incorporated under the laws of the State of Nevada on February 12, 1996. The Company currently has little operations and is evaluating a number of strategic alternatives including, but not limited to, seeking to acquire a new business in the United States, including potentially by means of a reverse merger with an operating entity. We have not generated material revenues since 2018 and do not expect to do so in the short-term.

At present, the Company has nominal sources of revenue and has no specific business plan or purpose. The Company’s business plan is to seek a business combination. As a result, the Company is a “blank check” or “shell” company. Management does not intend to undertake any efforts to cause a market to develop in the Company’s securities until such time as the Company has successfully implemented its business plan and closed on a suitable business combination.

Although we have been in discussions with potential partners or targets, we have not entered into any definitive agreements. The evaluation and selection of a business opportunity is a complex and uncertain process, and we have not yet identified a target operating business for acquisition. Business opportunities that we believe are in the best interests of the Company and its shareholders may be scarce, or we may be unable to attract the businesses we identify as viable for our objectives, including due to competitive forces in the marketplace beyond our control. During January 2021, the Company engaged Ascentaur, LLC, a business consulting firm to assist in identifying prospective partners to enhance the Company’s future business opportunities. The Company has not paid a retainer related to the engagement. The Company was focused on becoming a reporting company under the Securities Exchange Act of 1934 (the “Exchange Act”). Now that the Company is subject to the reporting requirements of the U.S. Securities and Exchange Commission (the “SEC”), it anticipates ramping up its search for a qualified acquisition partner seeking to merge with a SEC reporting company. There is no assurance that we will be able to locate compatible business opportunities for the Company.

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Table of Contents

Going concern

We have experienced losses from operations since inception and have never generated positive cash flow. The success of our business plan during the next 12 months and beyond will be contingent upon obtaining sufficient financing to cover our operating costs and growth initiatives. This is because we do not anticipate generating material revenue from operations in the short term nor being able to raise capital (prior to consummating a business combination). As of the filing date of this report, the Company had approximately $4,~~000~~300,000 of outstanding debt, including accrued interest, penalties and other fees due under the notes and convertible debentures. The reports from our independent registered public accounting firm for the fiscal year ended June 30, ~~2023~~2024, and prior years include an explanatory paragraph stating the Company has recurring net losses from operations, negative operating cash flows, does not yet generate revenue from operations and will need additional working capital for ongoing operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. If we are unable to obtain sufficient funding and/or generate material revenue to fund our operations and business plan, our business, prospects, financial condition and results of operations will be materially and adversely affected, we may be unable to continue as a going concern in which case you in turn would lose your investment.

Results of Operations

During the three months ended September 30, ~~2023~~2024, the Company’s net ~~income~~loss of $3152,~~366,349~~834 ~~increased~~decreased by $3,~~756~~519,~~416~~183 compared to a net ~~loss~~income of $~~399~~3,~~067~~366,349 for the three months ended September 30, ~~2022~~2023, primarily as a result of the following:

● Selling, general and administrative expenses ~~decreased~~increased by $143,~~354~~127 due to the Company ~~limiting~~incurring ~~all~~additional ~~spending~~fees related to ~~focus on~~ catching up its financial statement filing obligations;

● Interest expense ~~decreased~~increased by $~~242~~1,~~185~~479 ~~primarily~~ due primarily to aan ~~$3,371,441~~increasing ~~reduction~~amount ~~in the carrying value~~ of ~~convertible~~ debt ~~and promissory notes~~;

● During ~~the~~comparative three nine months ended September 30, 2023, the Company recognized a gain on troubled debt restructure of debt of $3,371,441 and gain on extinguishment of preferred share obligations of $136,481;

o○ The gain on ~~extinguishment~~troubled of debt restructure arose due to SBI exchanging its convertible debt with a balance of $6,142,793 together with existing promissory notes totaling $228,648 for a new $3,000,000, 8% interest promissory note.

o○ On September 15, 2023, the Company cancelled and returned to treasury, 40 preferred shares resulting in a gain on extinguishment of preferred share redemption value liability of $100,000 and dividend payable liability of $36,481.

●

Revenues decreased by $6,655 due to the Company terminating its contract with Pivotal;

Liquidity and Capital Resources

We are out of cash, and for the past two years we have been relying on loans from our current lenders. We currently have approximately $4.03 million in outstanding debt including accrued interest. Management has expressed substantial doubt about our ability to continue as a going concern during the three months ended September 30, ~~2023~~2024, unless we can raise the required capital or generate material revenue to fund our operations. We do not believe that we will be able to raise any capital until such time as we are able to execute on a new business plan.

Net Cash used in Operating Activities:

During the three months ended ~~September~~June 30, ~~2023~~2024, net cash used in operating activities was $1210,~~518~~519 as compared to $312,~~536~~518 for the three months ended September 30, ~~2022~~2023, due to fluctuations in the timing of professional and filing fees incurred.

2 16

Table of Contents

Cash Used in Investing Activities:

During the three months ended September 30, ~~2023~~2024 and ~~2022~~2023, there were no investing activities.

Cash Flows from Financing Activities:

During the three months ended September 30, ~~2023~~2024, net cash ~~used~~provided inby financing activities was $210,~~300~~000 as compared to cash used of $42,~~600~~300 for the three months ended September 30, ~~2022~~2023, attributable to debt repayments.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. For the three months ended September 30, ~~2023~~2024, there were no accounting estimates the Company considers critical.

We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 2 to our unaudited condensed consolidated financial statements for the three months ended September 30, ~~2023~~2024, and Note 2 to our audited consolidated financial statements appearing in our ~~2023~~2024 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on their evaluation as of the end of the period covered by this report, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were not effective to ensure that the information relating to our company, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure as a result of material weaknesses in our internal control over financial reporting result from limited segregation of duties and limited multiple levels of review in the financial close process, along with a lack of well-established policies and procedures to identify, approve, and report related party transactions.

We will continue to monitor our internal control over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. We do not, however, expect that the material weaknesses in our disclosure controls will be remediated until such time as we have added additional personnel, including additional accounting and administrative staff, allowing improved internal control over financial reporting.

Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. We currently have legal proceedings or claims from unpaid bills that may not likely have, individually or in the aggregate, a material adverse effect on business, financial condition or operating results.

Item 1A. Risk Factors.

Not applicable to smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

No officers, as defined in Rule 16a-1(f), or directors adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the last fiscal quarter.

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Item 6. Exhibits.

No.	Exhibit Description	Form	Date Filed	Number	Herewith
3.1	Articles of Incorporation	10-12G	7/24/23	3.1
3.1(a)	Certificate of Designation of the Rights, Preferences and Privileges of Series B Convertible Preferred Stock	8-K	12/4/18	3.1
3.1(b)	Certificate of Amendment – Increase Authorized Capital	10-K	9/26/24	3.1(B)
3.2	Bylaws, as amended and restated on December 31, 1997	10-QSB	3/31/06	3.04
10.1	Extension to Professional Services Agreement - Ascentaur	10-K	9/26/24	10.12
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer				Filed
32.1	Section 1350 Certification				Furnished**
101.INS	Inline XBRL Instance Document				Filed
101.SCH	Inline XBRL Taxonomy Extension Schema Document				Filed
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document				Filed
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document				Filed
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document				Filed
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document				Filed
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Exhibits and/or Schedules have been omitted. The Company hereby agrees to furnish to the Staff of the Securities and Exchange Commission upon request any omitted information.

** This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

SIGNATURES

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

	Integral Technologies, Inc.
February 18, 2024	By:	/s/ Douglas Bathauer
July 3, 2025	By:	/s/ Douglas Bathauer
		Douglas Bathauer, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

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