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) ~~July~~February 1423, ~~2004~~2005

INTEGRITY FINANCIAL CORPORATION

(Exact name of Registrant as specified in its charter)

North Carolina		0000-26551		56-2137427
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification ~~No.~~number)

39 ~~Second~~SECOND ~~Street~~STREET NW, ~~Hickory~~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)

~~ITEM~~Check 5.the ~~OTHER~~appropriate ~~EVENTS~~box ~~AND~~below ~~REQUIRED~~if FDthe ~~DISCLOSURE.~~Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On¨ ~~July~~Written ~~14,~~communications ~~2004,~~pursuant ~~Integrity Financial Corporation (the “Registrant”) announced financial results for the quarter ended June 30, 2004, reporting earnings of $1,325,963 or $0.29 per share. This compares~~ to ~~$1,338,651~~Rule or425 ~~$0.29~~under ~~per share for~~ the ~~comparable~~Securities ~~period~~Act ~~in 2003. A copy of the press release~~ (~~the~~17 ~~“Press~~CFR ~~Release”) announcing the Registrant’s results for the quarter ended June 30, 2004 and the copy of quarter ended June 30, 2003 is attached hereto as Exhibit 99~~230.~~1 and incorporated by reference into this Item 5.~~ 425)

~~ITEM~~¨ Soliciting material pursuant to Rule 14a-12. ~~RESULTS~~under OFthe ~~OPERATIONS~~Exchange ~~AND~~Act ~~FINANCIAL~~(17 ~~CONDITION.~~CFR 240.14a-12)

On¨ ~~July~~Pre-commencement ~~14,~~communications ~~2004,~~pursuant ~~Integrity~~to ~~Financial~~Rule ~~Corporation~~ 14d-2(~~the “Registrant”~~b) ~~announced~~under ~~financial results for~~ the ~~quarter~~Exchange ~~ended~~Act ~~June~~(17 ~~30,~~CFR ~~2004, reporting earnings of $1,325,963 or $0~~240.~~29 per share. This compares to $1,338,651 or $0.29 per share for the comparable period in 2003. A copy of the press release~~ 14d-2(~~the “Press Release”~~b) announcing the Registrant’s results for the quarter ended June 30, 2004 and the copy of quarter ended June 30, 2003 is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 12. )

~~This~~¨ ~~Current Report on Form 8~~Pre-~~K-A~~commencement ~~(including~~communications ~~information~~pursuant ~~included~~to orRule ~~incorporated by reference herein) may contain, among other things, certain forward~~13e-~~looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation,~~ 4(ic) ~~statements~~under ~~regarding certain of Integrity Financial Corporation goals and expectations with respect to earnings, earnings per share, revenue, expenses and~~ the ~~growth~~Exchange ~~rate~~Act ~~in such items as well as other measures of economic performance, including statements relating to estimates of credit quality trends, and~~ (~~ii)~~17 ~~statements~~CFR preceded by, followed by or that include the words “may”, “could”, “should”, “would”, “believe”, “anticipate”, “estimate”, “expect”, “intend”, “plan”, “projects”, “outlook” or similar expressions240. These statements are based upon the current beliefs and expectations of Integrity Financial Corporation management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward13e-~~looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors~~ 4(~~many of which are beyond Integrity Financial Corporation’s control~~c). )

ITEM 8.01 OTHER EVENTS

On February 23, 2005, Integrity Financial Corporation (the “Registrant”) announced that it had retained the investment banking firm of McColl Partners, LLC, Charlotte, North Carolina to assist it with certain investment banking matters, including its current and prospective strategic alternatives. A copy of the press release announcing the Registrant’s engagement of McColl Partners, LLC is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information contained in this Item 8.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

The following exhibits are filed herewith:


EXHIBIT NO.		DESCRIPTION OF EXHIBIT
99.1		Press Release dated February 23, 2005

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/ RW. ~~Steve~~Alex ~~Aaron~~Hall, RJr. ~~Steve~~W. ~~Aaron~~Alex Hall, Jr. Interim President and Chief Executive Officer

Dated: ~~July~~February 1423, ~~2004~~ 2005

EXHIBIT INDEX

Exhibit

Number

Description of Exhibit

99.1

Press Release

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