Filed under Rule 424(b)(3)
Registration No. 333-112767

PROSPECTUS

INTEGRAL TECHNOLOGIES, INC.

The Resale of Up To 11,556,938 Shares of Common Stock

The selling price of the shares will be determined by market factors at the time
of their resale.

-------------------------------

This prospectus relates to the resale by the selling securityholders of up to
11,556,938 shares of common stock. The selling securityholders may sell the
stock from time to time in the over-the-counter market at the prevailing market
price or in negotiated transactions. Of the shares offered:

- 8,293,336 shares were held by selling securityholders; and

- up to 3,263,602 shares were issuable upon the exercise of outstanding
warrants held by selling securityholders.

We will receive no proceeds from the sale of the shares by the selling
securityholders. However, we have received proceeds from the sale of shares that
are presently outstanding. In addition, we may receive additional proceeds from
the exercise of warrants held by selling securityholders.

Our common stock is quoted on the over-the-counter Electronic Bulletin Board
under the symbol ITKG.

INVESTING IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD INVEST
IN THE COMMON STOCK ONLY IF YOU CAN AFFORD TO LOSE YOUR ENTIRE INVESTMENT. SEE
"RISK FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS.

Please read this prospectus carefully. It describes our company, finances,
products and services. Federal and state securities laws require that we
include in this prospectus all the important information that you will need to
make an investment decision.

You should rely only on the information contained or incorporated by reference
in this prospectus to make your investment decision. We have not authorized
anyone to provide you with different information. The selling shareholders are
not offering these securities in any state where the offer is not permitted.
You should not assume that the information in this prospectus is accurate as of
any date other than the date on the front page of this prospectus.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

------------------------------------------------

The date of this prospectus is July 27, 2006

The following table of contents has been designed to help you find important
information contained in this prospectus. We encourage you to read the entire
prospectus.

TABLE OF CONTENTS

SECTION PAGE
- ------- ----

Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . 1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Cautionary Statement Concerning Forward Looking Statements . . . 7
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . 7
Selling Securityholders. . . . . . . . . . . . . . . . . . . . . 8
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . 10
Limitation on Liability and Disclosure of Commission Position on
Indemnification for Securities Act Liabilities . . . . . . . . . 12
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . 12
Incorporation by Reference . . . . . . . . . . . . . . . . . . . 12
Where You Can Find More Information. . . . . . . . . . . . . . . 14

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This
summary is not complete and does not contain all of the information you should
consider before investing in the common stock. You should read the entire
prospectus carefully, including the "Risk Factors" section. the financial
statements and the incorporate documents before making an investment decision.

Unless the context otherwise requires, the terms "we," "our," "us," and
"Integral" refer to Integral Technologies, Inc., a Nevada corporation.

The Company
- ------------

Integral Technologies, Inc. is a development stage company, incorporated under
the laws of the State of Nevada on February 12, 1996. To date, we have expended
resources on the research and development of several different types of
technologies, but we have not yet realized any revenue from our efforts.

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

Various examples of applications for ElectriPlast(R) are antennas, shielding,
lighting circuitry, switch actuators, resistors, medical devices, thermal
management and cable connector bodies, to name just a few. We are working to
introduce ElectriPlast(R) technology on a global scale.

To date we have filed 106 U.S. patent applications relating to our
ElectriPlast(R) technology, with 16 patents issued, or allowed and pending
issuance, and 90 patents pending. No assurances can be given that all patent
applications will be approved; however, to the extent that patents are not
granted, we will continue to attempt to commercialize these technologies without
the protection of patents. As patents are issued, we will have the exclusive
right to use in the U.S. the design(s) described in each issued patent for the
18-year life of the patent. Additionally, our intellectual property portfolio
consists of over ten years of accumulated research and design knowledge and
trade secrets.

We are focusing its marketing efforts on securing licensing agreements for
applications of our ElectriPlast(R) technology. Our ElectriPlast(R) technology
will be marketed to manufacturers of products which would benefit from the
incorporation of any of the ElectriPlast(R) applications into their products.

Contact Information
- --------------------

Our principal offices are located at addressStreet805 W. Orchard Drive, Suite 7,
Bellingham, Washington 98225. Our telephone number is (360) 752-1982. The
address of our website is www.itkg.net. Information contained on our website is
not a part of this prospectus.

The Offering by the Selling Stockholders
- ---------------------------------------------

We are registering shares of common stock (including shares of common stock
underlying warrants) for resale by the selling securityholders who invested in
our company in private placement transactions. We are obligated to register the
shares in accordance with registration rights we granted to the selling
securityholders.

The selling securityholders are not required to sell their shares, and any sales
of common stock by the selling securityholders are entirely at the discretion of
the selling securityholders.

We will not receive any proceeds from the sale of shares of common stock by the
selling securityholders. However, we may receive proceeds from the exercise of
warrants. Any proceeds we receive upon the exercise of warrants will be used for
working capital and general corporate purposes.

The Offering
- ------------

Securities Offered Up to 11,556,938 shares of common stock.

Offering Price The shares being registered hereunder are being offered by the selling
securityholders from time to time at the then current market price.

Dividend Policy We do not anticipate paying dividends on our common stock in the
foreseeable future.

Use of Proceeds The shares offered herein are being sold by the selling securityholders and
as such, we will not receive any of the proceeds of the offering (see, "Use
of Proceeds" section).

Material Risk Factors his offering involves a high degree of risk. There is a risk to investors due
to the speculative nature of this investment, historical losses from
operations, a shortage of capital, lack of dividends, dilution factors, and a
limited market for the common stock. There is a material risk that we may
have insufficient funding to engage in any or all of the proposed activities.

RISK FACTORS

An investment in our common stock involves major risks. Before you invest in our
common stock, you should be aware that there are various risks, including those
described below. You should carefully consider these risk factors together with
all of the other information included in this prospectus before you decide to
purchase shares of our common stock.

PURCHASE OF OUR STOCK IS A HIGHLY SPECULATIVE YOU COULD LOSE YOUR ENTIRE
INVESTMENT. We have been operating at a loss since inception, and you cannot
assume that our plans will either materialize or prove successful. In the event
our plans are unsuccessful, you may lose all or a substantial part of your
investment. The purchase of our stock must be considered a highly speculative
investment.

WE HAVE INCURRED SUBSTANTIAL LOSSES FROM INCEPTION AND WE HAVE NEVER GENERATE
SUBSTANTIAL REVENUES; FAILURE TO ACHIEVE PROFITABILITY IN THE FUTURE WOULD CAUSE
THE MARKET PRICE FOR OUR COMMON STOCK TO DECLINE SIGNIFICANTLY. We have
generated net losses from inception: we have an accumulated deficit of
approximately $19.3 million as of June 30, 2005, and approximately $20.6 million
(unaudited) as of March 31, 2006. We have never generated more than nominal
revenues. If we don't achieve profitability, the market price for our common
stock could decline significantly.

IF WE DO NOT GENERATE ADEQUATE REVENUES IN OUR NEXT FISCAL YEAR, WE WILL NEED TO
RAISE CAPITAL TO CONTINUE OUR OPERATIONS. We estimate that we will require $1.4
million to carry out our business plan during our next fiscal year, which begins
July 1, 2006 and ends June 30, 2007. We had approximately $600,000 (unaudited)
in cash on hand at March 31, 2006. Unless we generate adequate revenues from
operations (we have had none to date) in the near future, we will require
additional financing to carry out our business plans next year, and such
financing may not be available at that time. If we require additional financing,
we may seek additional funds through private placements that will be exempt from
registration and will not require prior shareholder approval. If additional
funds are raised by issuing common stock, or securities that are convertible
into common stock (such as preferred stock, warrants, or convertible
debentures), further dilution to shareholders could occur. Additionally,
investors could be granted registration rights by us, which could result in
market overhang and depress the market price of the common stock. If we fail to
obtain sufficient additional financing, we will not be able to implement our
business plans in a complete or timely manner.

IF WE ARE UNABLE TO COMPETE EFFECTIVELY WITH OUR COMPETITORS, WE WILL NOT BE
SUCCESSFUL GENERATING REVENUES OR ATTAINING PROFITS. Our ability to generate
revenues and profitability is directly related to our ability to compete with
our competitors. Most of the companies with which we compete and expect to
compete have far greater capital resources and more significant research and
development staffs, marketing and distribution programs and facilities, and many
of them have substantially greater experience in the production and marketing of
products. In each market, we face competition from companies with established
technologies. Currently, we believe that we will be able to compete because of
the relative performance, price and adaptability of our unique ElectriPlast(R)
technology. Our beliefs are based only on our research and development testing.
If we are unable to compete effectively, we will not be successful in generating
revenues or attaining profits.

LOSS OF KEY PERSONNEL COULD CAUSE A MAJOR DISRUPTION IN OUR DAY-TO-DAY
OPERATIONS AND WE COULD LOSE OUR RELATIONSHIPS WITH THIRD-PARTIES WITH WHOM WE
DO BUSINESS. Our future success depends in a significant part upon the continued
service of certain key personnel. Competition for such personnel is intense, and
to be successful we must retain our key personnel. The loss of key personnel or
the inability to hire or retain qualified replacement personnel could have cause
a major disruption in our operations and we could lose our relationships with
third-parties with whom we do business, which could adversely affect our
financial condition and results of operations.

IF FUTURE MARKET ACCEPTANCE OF OUR ELECTRIPLAST(R) TECHNOLOGY IS POOR, WE WILL
NOT BE ABLE TO GENERATE ADEQUATE SALES TO ACHIEVE PROFITABLE OPERATIONS. Our
future is dependent upon the success of the current and future generations of
our ElectriPlast(R) technology. Our ElectriPlast(R) technology will be marketed
to manufacturers of products which would benefit from the incorporation of any
of the

ElectriPlast(R) applications into their products. As of the date of this
prospectus, we have not generated any revenue from our ElectriPlast(R)
technology. If future market acceptance of our ElectriPlast(R) technology is
poor, we will not be able to generate adequate sales to achieve profitable
operations.

DEPENDENCE ON OUTSIDE SUPPLIERS AND MANUFACTURERS COULD DISRUPT OUR BUSINESS IF
THEY FAIL TO MEET OUR EXPECTATIONS. Currently, we intend to rely on outside
suppliers and manufacturers to produce ElectriPlast(R) for us in its raw,
unmolded form. The ElectriPlast(R) would be sold to third-parties who would buy
the "raw" ElectriPlast(R) from us and then mold it into their products under
license from us. While we have entered into informal arrangements with outside
suppliers and manufacturers for the production of raw ElectriPlast(R), if any of
them should become too expensive or suffer from quality control problems or
financial difficulties, we would have to find alternative sources, which could
disrupt our business.

OUR PATENT AND OTHER INTELLECTUAL PROPERTY RIGHTS MAY BE ARE SUBJECT TO
UNCERTAINTY AND MAY BE CHALLENGED OR CIRCUMVENTED BY COMPETITORS. We rely on a
combination of patents, patent applications, trademarks, copyrights, trade
secrets and confidentiality procedures to protect our intellectual property
rights, which we believe will give us a competitive advantage over our
competitors. As of the date of this prospectus, we have filed 106 U.S. patent
applications relating to our ElectriPlast(R) technology, with 16 patents issued,
or allowed and pending issuance, and 90 patents pending. Additional patents may
not be issued from our pending applications, although we will continue to
attempt to commercialize these technologies without the protection of patents.
As patents are issued, we will have the exclusive right to use in the U.S. the
design(s) described in each issued patent for the 18-year life of the patent.
However, the issuance of a patent is not conclusive as to its validity or
enforceability and, if a patent is issued, it is uncertain how much protection,
if any, will be given to our patent if we attempt to enforce it. Litigation,
which could be costly and time consuming, may be necessary to enforce our
current patents or any patent issued in the future or to determine the scope and
validity of the proprietary rights of third parties. A competitor may
successfully challenge the validity or enforceability of a patent or challenge
the extent of the patent's coverage. If the outcome of litigation is adverse to
us, third parties may be able to use our patented technology without payment to
us. Even if we are successful in defending such litigation, the cost of
litigation to uphold the patent can be substantial.

It is possible that competitors may infringe upon our patents or successfully
avoid them through design innovation. To stop these activities we may need to
file a lawsuit. These lawsuits are expensive and would consume time and other
resources. In addition, there is a risk that a court would decide that our
patent is not valid, that we do not have the right to stop the other party from
using the inventions, or that the competitor's activities do not infringe our
patent.

Our competitive position is also dependent upon unpatented technology and trade
secrets, which may be difficult to protect. Others may independently develop
substantially equivalent proprietary information and techniques that would
legally circumvent our intellectual property rights.

THE USE OF OUR TECHNOLOGIES COULD POTENTIALLY CONFLICT WITH THE RIGHTS OF
OTHERS. Our competitors, or others, may have or may acquire patent rights that
they could enforce against us. If our products conflict with patent rights of
others, third parties could bring legal actions against us or our suppliers or
customers, claiming damages and seeking to enjoin manufacturing and marketing of
the affected products. If these legal actions are successful, in addition to any
potential liability for damages, we could be required to alter our products or
obtain a license in order to continue to manufacture or market the affected
products. We may not prevail in any legal action and a required license under
the patent may not be available on acceptable terms or at all. The cost to us of
any litigation or other proceeding relating to intellectual property rights,
even if resolved in our favor, could be substantial.

HOLDERS OF PREFERRED STOCK HAVE RIGHTS THAT ARE SENIOR TO THE RIGHTS OF HOLDERS
OF COMMON STOCK. Our Articles of Incorporation authorize the issuance of
20,000,000 shares of preferred stock. The preferred stock may be divided into
one or more series. Our board of directors is authorized to determine the
rights, provisions, privileges and restrictions and number of authorized shares
of any series of preferred stock. Additionally, the preferred stock can have
other rights, including voting and economic

rights that are senior to the common stock. The issuance of preferred stock
could adversely affect the market value of the common stock.

As of the date of this prospectus, 1,000,000 shares of preferred stock have been
designated as Series A Convertible Preferred Stock of which 308,538 are issued
and outstanding, and held by two of our insiders. Each share of Series A
Convertible Preferred Stock:

- has a stated value and liquidation preference of $1.00;

- has a 5% annual dividend, payable in cash or shares of common stock;

- may be converted into shares of common stock (determined by dividing
the number of shares of Series A being converted by the average of the
high and low bid prices of our common stock reported by the OTC
Bulletin Board over the ten trading days preceding the date of
conversion);

- may be redeemed by us within one year after issue at $1.50, after one
year but less than two years at $2.00, after two years but less than
three years at $2.50, after three years but less than four years at
$3.00, and after four years but less than five years at $3.50;

- may be voted on all matters on an as-converted basis; and

- may be voted as a class on any merger, share exchange,
recapitalization, dissolution, liquidation or change in control of our
company.

HOW FUTURE ISSUANCES OF COMMON STOCK PURSUANT TO OUR STOCK OPTION PLANS WILL
AFFECT YOU. We have two non-qualified stock option plans in effect. As of June
30, 2005, approximately 1,588,500 shares are available under the plan for future
issuance either directly or pursuant to options, to our officers, directors,
employees and consultants and our subsidiaries. Also, as of June 30, 2005,
approximately 1,445,000 shares are under option, at a weighted-average exercise
price of approximately $0.94 per share. Additional stock or options to acquire
our stock of can be granted at any time by our board of directors, usually
without shareholder approval. When shares of common stock are issued directly or
upon the exercise of options under these plans, your ownership may be diluted.

WE DO NOT EXPECT TO BE ABLE TO PAY CASH DIVIDENDS IN THE FORESEEABLE FUTURE, SO
YOU SHOULD NOT MAKE AN INVESTMENT IN OUR STOCK IF YOU REQUIRE DIVIDEND INCOME.
The payment of cash dividends, if any, in the future rests within the discretion
of our board of directors and will depend, among other things, upon our
earnings, our capital requirements and our financial condition, as well as other
relevant factors. We have not paid or declared any cash dividends upon our
common stock since our inception and by reason of our present financial status
and our contemplated future financial requirements we do not contemplate or
anticipate making any cash distributions upon our common stock in the
foreseeable future.

WE HAVE A LIMITED MARKET FOR OUR COMMON STOCK WHICH CAUSES THE MARKET PRICE TO
BE VOLATILE AND TO USUALLY DECLINE WHEN THERE IS MORE SELLING THAN BUYING ON ANY
GIVEN DAY. Our common stock currently trades on the over the counter bulletin
board under the symbol "ITKG." However, at most times in the past, our common
stock has been thinly traded and the market price usually declines when there is
more selling than buying on any given day. As a result, the market price has
been volatile, and the market price may decline immediately if you decide to
place an order to sell your shares.

THE MARKET PRICE OF OUR COMMON STOCK IS HIGHLY VOLATILE AND SEVERAL FACTORS THAT
ARE BEYOND OUR CONTROL, INCLUDING OUR COMMON STOCK BEING HISTORICALLY THINLY
TRADED, COULD ADVERSELY AFFECT ITS MARKET PRICE. Our common stock has been
historically thinly traded and the market price has been highly volatile. During
the 52 week period preceding the date of this prospectus, the closing bid price
of our common stock has been quoted on the Over the Counter Bulletin Board from
as low as $0.27 to as high as $3.00. These quotations reflect interdealer prices
without retail markup, markdown, or

commission and may not represent actual transactions. For these and other
reasons, our stock price is subject to significant volatility and will likely be
adversely affected if our revenues or earnings (or lack of revenues or earnings)
in any quarter fail to meet the investment community's expectations.
Additionally, the market price of our common stock could be subject to
significant fluctuations in response to:

- announcements of new products or sales offered by us or our
competitors;
- actual or anticipated variations in quarterly operating results;
- changes in financial estimates by securities analysts, if any;
- changes in the market's perception of us or the nature of our
business; and
- sales of our common stock.

FUTURE SALES OF COMMON STOCK INTO THE PUBLIC MARKET PLACE WILL INCREASE THE
PUBLIC FLOAT AND MAY ADVERSELY AFFECT THE MARKET PRICE. Approximately 6 million
shares of common stock are available for sale by both affiliates (officers and
directors) and non-affiliates under Rule 144 and/or Rule 144(k) of the
Securities Act of 1933, as amended. In general, under Rule 144, a person who has
held stock for one year may, under certain circumstances, sell within any
three-month period a number of shares which is not greater than one percent of
the then outstanding shares of common stock (as of the date of this prospectus,
there were 44,234,432 shares of common stock outstanding, and one percent of the
total number of shares outstanding equals 442,344 shares). Under certain
circumstances, the sale of shares which have been held for two years by a person
who is not affiliated with us is also permitted without limitation under Rule
144(k). Future sales of common stock will increase the public float and may have
an adverse effect on the market price of the common stock, which in turn could
adversely affect our ability to obtain future funding as well as create a
potential market overhang.

"PENNY STOCK" REGULATIONS MAY ADVERSELY AFFECT YOUR ABILITY TO RESELL YOUR STOCK
IN MARKET TRANSACTIONS. The SEC has adopted penny stock regulations which apply
to securities traded over-the-counter. These regulations generally define penny
stock to be any equity security that has a market price of less than $5.00 per
share or an equity security of an issuer with net tangible assets of less than
$5,000,000 as indicated in audited financial statements, if the corporation has
been in continuous operations for less than three years. Subject to certain
limited exceptions, the rules for any transaction involving a penny stock
require the delivery, prior to the transaction, of a risk disclosure document
prepared by the SEC that contains certain information describing the nature and
level of risk associated with investments in the penny stock market. The
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities. Monthly account statements must be sent by the broker-dealer
disclosing the estimated market value of each penny stock held in the account or
indicating that the estimated market value cannot be determined because of the
unavailability of firm quotes. In addition, the rules impose additional sales
practice requirements on broker-dealers who sell such securities to persons
other than established customers and institutional accredited investors
(generally institutions with assets in excess of $5,000,000). These practices
require that, prior to the purchase, the broker-dealer determined that
transactions in penny stocks were suitable for the purchaser and obtained the
purchaser's written consent to the transaction.

Our common stock is currently subject to the penny stock regulations. Compliance
with the penny stock regulations by broker-dealers will likely result in price
fluctuations and the lack of a liquid market for the common stock, and may make
it difficult for you to resell your stock in market transactions.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus and documents incorporated by reference contain forward-looking
statements. Forward-looking statements relate to our future operations. They
estimate the occurrence of future events and are not based on historical facts.
Forward-looking statements may be identified by terms such as:

- believes
- intends
- projects
- forecasts
- predicts
- may
- will
- expects
- estimates
- anticipates
- probable
- continue

This list is not comprehensive. Similar terms, variations of those terms, and
the negative of those terms may also identify forward-looking statements.

The risk factors discussed in this prospectus are cautionary statements. They
identify some of the factors that could cause actual results to be significantly
different from those predicted in the forward-looking statements. The
forward-looking statements and documents incorporated by reference were compiled
by us based upon assumptions we considered reasonable. These assumptions are
subject to significant business, economic, and competitive uncertainties and
contingencies, many of which are beyond our control. Therefore, forecasted and
actual results will likely vary, and these variations may be material.

There can be no assurance that the statements, estimates, and projections
contained in this prospectus will be achieved. Thus, we make no representation
or warranty as to their accuracy or completeness. In addition, we cannot
guarantee that any forecast in this prospectus will be achieved.

These forward-looking statements were compiled as of the date of this prospectus
or the date of the documents incorporated by reference, as the case may be. We
do not intend to update these statements, except as required by law. Therefore,
you should evaluate them by considering any changes that may have occurred after
the date these forward-looking statements appear.

We cannot guarantee the assumptions relating to the forward-looking statements
or the documents incorporated by reference will prove to be accurate. Therefore,
while these forward-looking statements contain our best good faith estimates as
of the date of this prospectus, we urge you and your advisors to review these
forward-looking statements, to consider the assumptions upon which they are
based, and to ascertain their reasonableness.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares of common stock by
the selling securityholders. Any proceeds we receive upon the exercise of
warrants will be used for working capital and general corporate purposes.

SELLING SECURITYHOLDERS

The following table provides certain information with respect to the selling
securityholders' beneficial ownership of our common stock as of March 8, 2004,
which was the effective date of our original registration statement, and as
adjusted to give effect to the sale of all of the shares offered hereby. To the
best of our knowledge, none of the selling shareholders currently is an
affiliate of ours, none of them has had a material relationship with us during
the past three years, and none of them are or were affiliated with registered
broker-dealers. Except as noted below, the selling securityholders possess sole
voting and investment power with respect to the securities shown.

SHARES
MAXIMUM BENEFICIALLY
SHARES SHARES OWNED AFTER
BENEFICIALLY OFFERED IN OFFERING(n2)
NAME OF SELLING OWNED PRIOR OFFERING ------------------
SECURITYHOLDER TO OFFERING(n1) NUMBER NUMBER PERCENT
- ------------------------------- --------------- ---------- -------- --------

Swartz Private Equity, LLC 259,134 259,134 0 0

Aisenstat, David 150,000 150,000 0 0

Berry, Danny T. 370,001 370,001 0 0

Blumberg Pension &
Profit Sharing Plan 1,300,001 1,300,001 0 0

Brambila, G. Robert 208,500 208,500 0 0

Erickson, Douglas 280,001 280,001 0 0

Erickson, Michael 250,001 250,001 0 0

Jay, Roger 50,000 50,000 0 0

Lee, Waining Wayne 50,000 50,000 0 0

McArthur, Scott 30,000 30,000 0 0

Ming Capital Enterprises 81,000 81,000 0 0

Norris, Kent 150,000 150,000 0 0

Vandy, Pamela 954,000 954,000 0 0

British Columbia Investment
Management Corporation (n3) 299,000 299,000 0 0

The Dow Chemical
Employees' Retirement Plan (n3) 590,200 590,200 0 0

The Retirement Program Plan
for Employees of Union
Carbide Corporation (n3) 491,400 491,400 0 0

SHARES
MAXIMUM BENEFICIALLY
SHARES SHARES OWNED AFTER
BENEFICIALLY OFFERED IN OFFERING(n2)
NAME OF SELLING OWNED PRIOR OFFERING ---------------------
SECURITYHOLDER TO OFFERING(n1) NUMBER NUMBER PERCENT
- ------------------------------------- --------------- ---------- ----------- --------

Government of Singapore
Investment Corporation Pte Ltd (n3) 2,284,100 2,284,100 0 0

Howard Hughes Medical Institute (n3) 598,000 598,000 0 0

New York State Nurses
Association Pension Plan (n3) 357,500 357,500 0 0

Ohio Carpenters' Pension Fund (n3) 195,000 195,000 0 0

Laborers' District Council
and Contractors' of Ohio
Pension Fund (n3) 162,500 162,500 0 0

The Robert Wood Johnson
Foundation (n3) 659,100 659,100 0 0

WTC-CIF Emerging
Companies Portfolio (n3) 819,000 819,000 0 0

WTC-CTF Emerging
Companies Portfolio (n3) 968,500 968,500 0 0

(n1) Represents common stock held by the selling securityholders or
issuable upon exercise of outstanding warrants held by such selling
securityholders.

(n2) Assumes that all shares being registered for resale will be resold by
the selling shareholders and none will be held by the selling
shareholders for their own accounts.

(n3) The selling securityholder is an advisory client of Wellington
Management Company, LLP ("Wellington"). Wellington is an investment
advisor registered with the Securities and Exchange Commission under
Section 203 of the Investment Advisors Act of 1940, as amended.
Wellington, in its capacity as investment advisor, may be deemed to
have beneficial ownership of the shares of common stock of Integral
that are held of record by investment advisory clients of Wellington.
Beneficial ownership, as such term is used herein, is determined in
accordance with Rule 13d-3 promulgated under the Securities Exchange
Act of 1934, as amended, and includes voting and/or dispositive power
with respect to such shares.

We are registering the shares for resale by the selling securityholders in
accordance with registration rights granted to the selling securityholders. We
will file a prospectus supplement to name any successors to any named selling
securityholder who are able to use the prospectus to resell the securities.

All of the shares being registered for resale by the selling securityholders
were acquired from us in private placement transactions, which are summarized
below.

In May 2000, we entered into an Investment Agreement with Swartz Private Equity,
LLC ("Swartz"). Pursuant to the terms of the Investment Agreement, we
periodically sold shares of common stock and warrants to Swartz. Although the
agreement expired by its terms in May 2003, we remained obligated to register
the shares of common stock underlying the warrants for resale by Swartz. The
shares listed in the table above for resale by Swartz represent shares
underlying various warrants that were exercisable at prices ranging from $0.5126
to $1.188, expiring on various dated between May 11, 2005 and February 28, 2007.

In November 2002, we completed a private placement with eight investors and sold
1,684,000 shares of its common stock at $.50 per share and warrants to purchase
842,000 shares of its common stock by June 30, 2006 (as extended) at an exercise
price of $.75 per share. Aggregate proceeds from the sale of the common stock
was $842,000. In connection with the offering, we agreed to register the shares
of common stock (including the shares underlying the warrants) for resale by the
investors.

In September 2003, we completed a private placement with ten investors and sold
898,336 shares of its common stock at $.75 per share and warrants to purchase
449,168 shares of its common stock June 30, 2006 (as extended) at an exercise
price of $1.00 per share. Aggregate proceeds from the sale of the common stock
was $673,752. In connection with the offering, we agreed to register the shares
of common stock (including the shares underlying the warrants) for resale by the
investors.

In January 2004, we completed a private placement and raised $5,711,500 in gross
proceeds. The transaction was completed pursuant to a Securities Purchase
Agreement dated December 26, 2003, with Wellington Management Company, LLP for a
private offering of 57,115 units ("Units") of equity securities, each Unit
consisting of 100 shares of common stock (the "Common Stock"), and one warrant
(the "Warrant") convertible into 30 shares of Common Stock, at a purchase price
of $100.00 per Unit. Wellington Management Company, LLP acted as an investment
advisor on behalf of eleven institutional investors. By mutual agreement with
the Investors, closing occurred on January 14, 2004. Each Warrant may be
exercised in whole or in part at any time, and from time to time, during the
period commencing on April 30, 2004 and expiring on December 31, 2009, and
entitles the holder to receive shares of common stock for no additional
consideration. Pursuant to the Securities Purchase Agreement, we agreed to
register the shares of common stock (including the share of common stock
underlying the Warrants), for resale by the investors. Wells Fargo Securities,
LLC, served as our placement agent and was paid a fee of six percent of the
gross proceeds raised from the offering.

PLAN OF DISTRIBUTION

The common stock offered by this prospectus may be offered from time to time by
the selling securityholders. The common stock may be sold or distributed from
time to time by the selling securityholders and any of their pledgees,
assignees, transferors, donees and successors in interest directly to one or
more purchasers or through agents, broker/dealers or underwriters at market
prices prevailing at the time of sale, at prices related to the prevailing
market prices, at negotiated prices, or at fixed prices, which may be changed.
Each selling securityholder will act independently in making decisions with
respect to the timing, manner and size of each sale of the shares covered in
this prospectus. The sale of the common stock offered by this prospectus may be
effected in one or more of the following methods:

- ordinary brokers' transactions and transactions in which the
broker/dealer solicits purchasers, which may include long sales and
short sales effected after the effective date of the registration
statement of which this prospectus is a part;

- transactions involving cross or block trades in which the
broker/dealer will attempt to sell shares of the common stock as agent
but may position and resell portions of the block as principal to
facilitate the transactions;

- through agents, broker/dealers, or underwriters;

- "at the market" to or through market makers or into an existing market
for the common stock;

- in other ways not involving market makers or established trading
markets, including direct sales to purchasers or sales effected
through agents;

- in privately negotiated transactions;

- an exchange distribution in accordance with the rules of the
applicable exchanges;

- settlement of short sales;

- through transactions in swaps, options or other derivative securities
(whether exchange listed or otherwise);

- any combination of the foregoing; and

- any other method permitted from time to time by applicable law.

In order to comply with the securities laws of certain states, if applicable,
the shares may be sold only through registered or licensed brokers or dealers.

The selling securityholders may pledge their shares to their brokers under the
margin provisions of customer agreements. If a selling securityholder defaults
on a margin loan, the broker may, from time to time, offer and sell the pledged
shares. Broker-dealers engaged by a selling securityholder may arrange for other
broker-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling securityholders (or, if any broker-dealer acts as
agent for or sells as principal to the purchaser of shares, from the purchaser)
in amounts to be negotiated. In connection with sales of the shares or
otherwise, the selling shareholders may enter into hedging transactions with
broker-dealers, which may in turn engage in short sales of the common stock in
the course of hedging in positions they assume.

The selling securityholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended, in connection with such sales. In such
event, any commissions received by such broker-dealers or agents and any profit
on the resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act of 1933, as amended.

We are paying all expenses and fees in connection with the registration of the
shares. The selling securityholders will bear all brokerage or underwriting
discounts or commissions paid to broker-dealers in connection with the sale of
the shares.

The selling security holders will be subject to the prospectus delivery
requirements of the Securities Act. While they are engaged in a distribution, if
any, of the shares included in this prospectus the selling securityholders are
required to comply with Regulation M promulgated under the Securities Exchange
Act of 1934, as amended. With certain exceptions, Regulation M precludes the
selling securityholders, any affiliated purchasers, and any broker-dealer or
other person who participates in the distribution, if any, from bidding for or
purchasing, or attempting to induce any person to bid for or purchase any
security that is the subject of the distribution, if any, until the entire
distribution is complete. Regulation M also prohibits any bids or purchases made
in order to stabilize the price of a security in connection with the
distribution, if any, of that security. All of the foregoing may affect the
marketability of the shares offered by this prospectus.

The selling securityholders may also sell shares under Rule 144 promulgated
under the Securities Act of 1933, as amended, rather than selling under this
prospectus, provided they meet the criteria and conform to the requirements of
Rule 144.

We have also agreed to indemnify the selling securityholders against certain
liabilities, including liabilities under the Securities Act.

LIMITATION ON LIABILITY AND DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of the company pursuant to the Nevada Corporation Code or the provisions
of our Articles of Incorporation or Bylaws, each as amended, or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for the
indemnification against such liabilities (other than the payment by us of
expenses incurred or paid by one of our directors, officers or controlling
persons in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

EXPERTS

The consolidated balance sheets of Integral Technologies, Inc. as of June 30,
2005 and 2004 , and the related consolidated statements of operations,
stockholder's equity (deficit) and cash flows for the years ended, June 30, 2005
and 2004 and 2003, and the cumulative totals for the development stage of
operations from February 12, 1996 (inception) through June 30, 2005,
incorporated by reference into this prospectus and the registration statement of
which this prospectus forms a part, have been audited by Pannell Kerr Forster,
an independent registered public accounting firm, as stated in their report
thereon incorporated by reference, and are included in reliance upon such
reports given on the authority of such firm as experts in accounting and
auditing.

LEGAL MATTERS

The validity of the securities offered by the prospectus is being passed upon
for us by the Law Office of Troy A. Young, Littleton, Colorado.

INCORPORATION BY REFERENCE

The Securities and Exchange Commission allows us to incorporate by reference
certain of our publicly filed documents into this prospectus, which means that
information included in those documents is considered part of this prospectus.
The information we incorporate by reference is an important part of this
prospectus, and any information that we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
into this prospectus the documents filed with the SEC that are listed below and
any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until this offering of securities is
terminated.

The documents we incorporate by reference are:

- Our annual report on Form 10-KSB for the year ended June 30, 2005, as
filed on October 13, 2005;

- Our quarterly report on Form 10-QSB for the period ended September 30,
2005, as filed on November 14, 2005;

- Our quarterly report on Form 10-QSB for the period ended December 31,
2005, as filed on February 14, 2006;

- Our quarterly report on Form 10-QSB for the period ended March 31,
2006, as filed on May 12, 2006;

- Our current report on Form 8-K filed January 4, 2006;

- Our current report on Form 8-K filed April 11, 2006;

- Our Definitive Proxy Statement on Schedule 14A as filed on March 31,
2006;

- A description of our common stock contained in our registration
statement on Form 10-SB/A-3 filed March 9, 2000, and all amendments
thereof and reports filed for the purpose of updating such
description; and

- All other reports filed by us in the future pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, including
all such reports filed after the date of the initial registration
statement and prior to effectiveness of the registration statement.

Upon written or oral request, we will provide to you free of charge a copy of
any or all of the documents incorporated by reference, other than exhibits to
such documents unless the exhibits are specifically incorporated by reference in
those documents. You should direct any requests for documents to:

Attention: Shareholder Relations
805 W. Orchard Drive, Suite 7
Bellingham, Washington 98225
(360) 752-1982

Any statement made in a document incorporated by reference or deemed
incorporated herein by reference is deemed to be modified or superseded for
purposes of this prospectus if a statement contained in this prospectus or in
any other subsequently filed document which is also incorporated or deemed
incorporated by reference herein modifies or supersedes that statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.

You should rely only on the information contained in this prospectus or any
supplement and in the documents incorporated by reference above. We have not
authorized anyone else to provide you with different information. You should not
assume that the information in this prospectus or any supplement or in the
documents incorporated by reference is accurate on any date other than the date
on the front of those documents.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the reporting requirements of the Securities Exchange Act of
1934, as amended, and file reports, proxy statements and other information with
the Securities and Exchange Commission. These reports, proxy statements and
other information may be inspected and copied at the public reference facilities
maintained by the Securities and Exchange Commission at Streetaddress100 F
Street, N.E., Washington, D.C. 20549 and at the Securities and Exchange
Commission's regional offices. You can obtain copies of these materials from the
Public Reference Section of the Securities and Exchange Commission upon payment
of fees prescribed by the Securities and Exchange Commission. You may obtain
information on the operation of the Public Reference Room by calling the
Securities and Exchange Commission at 1-800-SEC-0330. The Securities and
Exchange Commission's Web site contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Securities and Exchange Commission. The address of that site is
http://www.sec.gov.

We have filed a registration statement with the Securities and Exchange
Commission under the Securities Act with respect to the securities offered in
this prospectus. This prospectus, which is filed as part of a registration
statement, does not contain all of the information set forth in the registration
statement, some portions of which have been omitted in accordance with the
Securities and Exchange Commission's rules and regulations. Statements made in
this prospectus as to the contents of any contract, agreement or other document
referred to in this prospectus are not necessarily complete and are qualified in
their entirety by reference to each such contract, agreement or other document
which is filed as an exhibit to the registration statement or the documents
incorporated by reference. The registration statement may be inspected without
charge at the public reference facilities maintained by the Securities and
Exchange Commission, and copies of such materials can be obtained from the
Public Reference Section of the Securities and Exchange Commission at prescribed
rates.