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) January 19, 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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On January 19, 2005, the Board of Directors of Integrity Financial Corporation (the “Registrant”) voted to amend its bylaws such that there is no mandatory retirement age for directors of the Registrant. This amendment was effective January 19, 2005. Previously, the Registrant’s directors could not serve on the Board after reaching the age of 70. A copy of the amended and restated Bylaws are filed herewith as Exhibit 99.1.

ITEM 8.01 OTHER EVENTS

On April 20, 2005, the Board of Directors of the Registrant declared a $0.08 per share cash dividend payable on May 18, 2005 to shareholders of record on May 4, 2005. A copy of the press release (the “Press Release”) announcing the declaration of the Registrant’s cash dividend is attached hereto as Exhibit 99.2 and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)

Exhibits.

The following exhibit is filed herewith:


EXHIBIT NO.		DESCRIPTION OF EXHIBIT
99.1		Bylaws of the 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, Jr.
		President and Chief Executive Officer

Dated: April 26, 2005

EXHIBIT INDEX


Exhibit Number		Description of Exhibit
99.1		Bylaws

99.2		Press Release

INTEGRITY FINANCIAL CORP 8-K