Integral Technologies Inc. (fka ITKG)

[marsred]

A couple of questions, please, since you seem pretty familiar with the SEC rules and regulations.

From the 10QSB for the quarter ending 9-30-2006:

At any time commencing sixty days after the close of the offering, the investors can require that the Company prepare and file a registration statement to register the shares of common stock (including the shares underlying the warrants) for resale by the investors. The Company also reserves the right to file such a registration statement at any time after the closing date on its own initiative.




1) Does the registration statement need to be filed with the SEC since the whole placement represents less than 5% of the total outstanding? Would we see it if it was?

2)It says "investors" not investor. Could the total placement be divided even further if there were, say 20 investors, to avoid filing a registration statement?




The whole entry from the 10-QSB for the quarter ending 9-30-2006:

2. STOCKHOLDERS' EQUITY

On September 15, 2006, the Company closed a private placement of 1,180,537 units consisting of common stock at $2 per share and warrants to purchase 590,269 shares of common stock within two years at an exercise price of $2.50 per share, provided that in the event that the average closing bid price of a share of the Company's common stock exceeds $4.50 for ten consecutive trading days, the Company has the right to redeem the warrants for $.01 per share of common stock purchasable hereunder, upon thirty days' written notice (the holder shall have the right to exercise the warrant in accordance with its terms prior to the expiration of the thirty-day period). The purchase price attributable to the warrants was $.001 per share of common stock underlying the warrants. Aggregate proceeds from the sale of the common stock and the warrants was $2,361,641 ($2,361,074 for the common stock and $590 for the warrants). At any time commencing sixty days after the close of the offering, the investors can require that the Company prepare and file a registration statement to register the shares of common stock (including the shares underlying the warrants) for resale by the investors. The Company also reserves the right to file such a registration statement at any time after the closing date on its own initiative.



TIA

Thin