SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~March~~January 1119, 2005

INTEGRITY FINANCIAL CORPORATION

(Exact name of Registrant as specified in its charter)

North Carolina

000-26551

56-2137427

(State or other jurisdiction

of incorporation)

(Commission File No.)

(IRS Employer

Identification number)

39 SECOND STREET NW, HICKORY, NC 28601

(Address of principal executive offices)

Registrant’s telephone number, including area code (888) 894-2483

Not Applicable

(Former address of principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 25.0103 ~~RESULTS~~AMENDMENTS TO ARTICLES OF ~~OPERATIONS~~INCORPORATION ~~AND~~OR ~~FINANCIAL~~BYLAWS; ~~CONDITION~~CHANGE IN FISCAL YEAR

On ~~March~~January 1119, 2005, the Board of Directors of Integrity Financial Corporation (the “Registrant”) ~~announced~~ voted to amend its ~~financial~~bylaws ~~results~~such ~~for~~that ~~the~~there ~~year~~is ~~ended~~no ~~December~~mandatory ~~31,~~retirement ~~2004.~~age ~~For~~for directors of the ~~year~~Registrant. ~~ended~~This ~~December~~amendment 31was effective January 19, ~~2004~~2005. Previously, the Registrant’s ~~reported~~directors ~~unaudited~~could ~~net~~not ~~income~~serve on the Board after reaching the age of $170.3 ~~million~~A ~~representing~~copy ~~diluted~~of ~~earnings~~the ~~per~~amended ~~share~~and ofrestated $0Bylaws are filed herewith as Exhibit 99.271.

AITEM ~~copy of the press release (the “Press Release”) announcing the Registrant’s results for the year ended December 31, 2004 is attached hereto as Exhibit 99~~8.101 ~~and~~OTHER ~~incorporated~~EVENTS ~~by reference herein.~~

~~The~~On ~~information~~April ~~contained~~20, 2005, inthe ~~this~~Board ~~Current~~of ~~Report~~Directors ~~shall~~of ~~not~~the beRegistrant ~~deemed~~declared ~~“filed”~~a ~~for~~$0.08 ~~purposes~~per ofshare ~~Section~~cash 18dividend ofpayable ~~the~~on ~~Securities~~May ~~Exchange Act of 1934~~18, as2005 ~~amended~~to ~~(the Exchange~~shareholders ~~Act),~~of orrecord ~~incorporated~~on byMay ~~reference~~4, in2005. ~~any~~A ~~filing~~copy ~~under~~of the ~~Securities~~press ~~Act~~release of(the ~~1933,~~“Press asRelease”) ~~amended,~~announcing or the ~~Exchange~~declaration ~~Act,~~of ~~except~~the Registrant’s ascash ~~shall~~dividend beis ~~expressly~~attached ~~set~~hereto ~~forth~~as byExhibit ~~specific~~99.2 ~~reference~~and inincorporated ~~such~~herein aby ~~filing~~reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)

Exhibits.

The following ~~exhibits~~exhibit ~~are~~is filed herewith:

EXHIBIT NO.		DESCRIPTION OF EXHIBIT
99.1		~~Press~~Bylaws ~~Release~~of ~~dated~~the ~~March 11, 2005~~Registrant
99.2		Press Release dated April 22, 2005 with respect to the Registrant’s $0.08 per share cash dividend

The Current Report on Form 8-K (including information included or incorporated by reference herein) may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements regarding certain of Registrant’s goals and expectations with respect to earnings, income per share, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends, and (ii) statements preceded by, followed by or that include the words “may”,” “could”,” “should”,” “would”,” “believe”,” “anticipate”,” “estimate”,” “expect”,” “intend”,” “plan”,” “projects”,” “outlook” or similar expressions. These statements are based upon the current belief and expectations of Registrant’s management and are subject to significant risks and uncertainties that are subject to change based on various factors (many of which are beyond Registrant’s control).

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 hereunto duly authorized.

INTEGRITY FINANCIAL CORPORATION By: /s/ W. Alex Hall, Jr. W. Alex Hall, ~~Interim~~Jr. President and Chief Executive Officer

Dated: ~~March~~April 1126, 2005

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
99.1		~~Press Release~~Bylaws
99.2		Press Release

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