425

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) November 14, 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, N.W., 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:

x 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 14, 2005, Integrity Financial Corporation (the “Registrant”) announced financial results for the third quarter ended September 30, 2005. For the third quarter, the Registrant reported net income of $820,000 and diluted earnings-per-share of $0.15. A copy of the press release (the “Press Release”) announcing the Registrant’s results for the third quarter ended September 30, 2005 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information contained in this Current Report 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 8.01 OTHER EVENTS

Registrant’s Press Release, attached as Exhibit 99.1 to this Current Report, is incorporated by reference into this Item 8.01.

The information contained in this Current Report 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

(c) Exhibits.

The following exhibit is filed herewith:

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
99.1	Press Release dated November 14, 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).

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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: November 18, 2005

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press Release dated November 14, 2005

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EX-99.1

Exhibit 99.1

PRESS RELEASE

For Immediate Release

For Further Information Contact:

W. Alex Hall, President and Chief Executive Officer

Integrity Financial Corporation

Phone: (828) 322-8167

INTEGRITY FINANCIAL CORPORATION

ANNOUNCES THIRD QUARTER 2005 EARNINGS

Hickory, North Carolina. November 11, 2005 - Integrity Financial Corporation, (NASDAQ: IFCB) a bank holding company headquartered in Hickory, North Carolina, announced today operating results for the third quarter ended September 30, 2005 of $820,000 or $ 0.15 per diluted share. This compares to $(1,122,515) or $ (0.21) for the comparable period in 2004.

Integrity’s net income for the nine months ending September 30, 2005 of $4.0 million, or $ 0.74 per diluted share, represents an increase of $2.7 million, or 201%, when compared to net income of $1.3 million, or $ 0.25 per diluted share for the nine month period ended September 30, 2004. Net income increased primarily due to a substantial increase in net interest income of $2.3 million, or 16%, from $14.9 million for the first nine months of 2004 to $17.3 million for the first nine months of 2005. The Company benefited from rising interest rates as yields on interest earning assets rose while the increase in cost of funds was more moderate. The allowance for loan losses was $7.6 million, or 1.55% of loans at September 30, 2005. A $398 thousand provision for loan losses was made during the first nine months of 2005. Net loans charged-off during the first three quarters of 2005 totaled $3.2 million. These loans had been identified during the Company’s 2004 fourth quarter loan review. Non-interest income declined $454 thousand as the volume of mortgage loan originations declined and the Company’s brokerage firm operated with one less broker. Non-interest expense increased $2.2 million resulting from a $900 thousand charge-off of an impaired asset and higher professional fees resulting from compliance with the Sarbanes-Oxley Act.

Integrity reported total assets of $666.3 million at September 30, 2005, representing a decrease of $5.0 million, or 0.75%, when compared to the $671.3 million reported at September 30, 2004. This decrease resulted from a decrease in the loan portfolio of $7.7 million, or 1.5%, from $499.7 million reported in 2004 to $492.0 million reported at September 30, 2005. Investments also decreased $8.5 million as the Company sold investments to improve its portfolio position in a rising interest rate environment. These decreases were offset by an increase in cash and interest-earning deposits in banks of $10.8 million, or 52.3%. Total deposits at September 30, 2005 were $546.5 million, representing an increase of $3.7 million, or 0.67%, over the amount reported at September 30, 2004. Management continues to emphasize the importance of attracting lower cost deposits. Total stockholders’ equity at September 30, 2005 was $66.7 million, or 10.02% of assets.

W. Alex Hall, President and Chief Executive Officer of Integrity Financial Corporation said, “Although our loan portfolio has declined, we have seen a strong loan pipeline for the better part of 2005, with new loans growing at a reasonable rate. This growth has been offset by our continuing effort to improve our loan quality. During the third quarter we were pleased to announce our pending merger with FNB Corp. of Asheboro, N.C. Pending regulatory and shareholder approvals, we are looking forward to joining FNB, officially in the first half of 2006, to maintain a community banking environment in our combined markets. The merger will be a good fit for both banks, our employees and shareholders.”

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Integrity Financial Corporation is a bank holding company headquartered in Hickory, North Carolina. Its two subsidiary, state chartered banks are: Catawba Valley Bank, headquartered in Hickory, North Carolina and First Gaston Bank of North Carolina, headquartered in Gastonia, North Carolina.

This news release contains forward-looking statements, including estimates of future operating results and other forward-looking financial information for Integrity Financial Corporation and FNB Corp. These estimates constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and involve various risks and uncertainties. Actual results may differ materially due to such factors as: (1) expected cost savings from the merger not materializing within the expected time frame; (2) revenues following the merger not meeting expectations; (3) competitive pressures among financial institutions increasing significantly; (4) costs or difficulties related to the integration of the businesses of FNB and Integrity being greater than anticipated; (5) general economic conditions being less favorable than anticipated; and (6) legislation or regulatory changes adversely affecting the business in which the combined company will be engaged. Neither Integrity nor FNB assumes any obligation to update these forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.

FNB will file a registration statement with the Securities and Exchange Commission relating to the merger. The registration statement will include a joint proxy statement/prospectus, which will serve as the proxy statement of FNB and Integrity Financial Corporation relating to the solicitation of proxies for use at the meetings of their respective shareholders to approve the merger and the prospectus of FNB relating to the offer and distribution of FNB common stock in the merger. Investors are urged to read the joint proxy statement/prospectus and any other relevant documents to be filed with the Securities and Exchange Commission because they contain important information. Investors will be able to obtain these documents free of charge at the Commission’s web site (www.sec.gov). In addition, documents filed with the Commission by FNB will be available free of charge from the Treasurer and Secretary, FNB Corp., 101 Sunset Avenue, Asheboro, North Carolina 27203.

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