10-12G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

Integrity Capital Income Fund, Inc.

(Exact Name of Registrant as Specified in its Charter)

Colorado	46-4285184
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

13540 Meadowgrass Drive, Suite 100

Colorado Springs, Colorado 80921

(Address of Principal Executive Offices and Zip Code)

(719) 955-4801

(Registrant's Telephone Number, including Area Code)

with a copy to:

Theresa M. Mehringer, Esq.

Burns, Figa & Will, P.C.

6400 S. Fiddler's Green Circle, Suite 1000

Greenwood Village, Colorado  80111

(303) 796-2777 fax

Securities to be registered under Section 12(b) of the Act:  None.

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.0001 per share

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer  o	Accelerated filer  o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company  þ

TABLE OF CONTENTS

Item 1.	Business.	13
Item 1.A.	Risk Factors.	34
Item 2.	Financial Information.	34
Item 3.	Properties.	41
Item 4.	Security Ownership of Certain Beneficial Owners and Management.	41
Item 5.	Directors and Executive Officers.	42
Item 6.	Executive Compensation.	48
Item 7.	Certain Relationships and Related Transactions, and Director Independence.	49
Item 8.	Legal Proceedings.	50
Item 9.	Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters.	50
Item 10.	Recent Sales of Unregistered Securities.	52
Item 11.	Description of Registrant's Securities to be Registered.	53
Item 12.	Indemnification of Directors and Officers.	54
Item 13.	Financial Statements and Supplementary Data.	55
Item 14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	55
Item 15.	Financial Statements and Exhibits.	55

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EXPLANATORY NOTE

Integrity Capital Income Fund, Inc. is filing this registration statement on Form 10 (the "Registration Statement") under the Securities Exchange Act of 1934, as amended (the "Exchange Act") on a voluntary basis to provide current public information to the investment community and to permit it to file an election to be regulated as a business development company under the Investment Company Act of 1940, as amended (the "1940 Act").  In this Registration Statement, the "Company," "we," "us," and "our" refer to Integrity Capital Income Fund, Inc.

Once this Registration Statement is deemed effective, we will be subject to the requirements of Section 13(a) of the Exchange Act, including the rules and regulations promulgated thereunder, which will require us to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and we will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act.

Promptly after effectiveness of this Registration Statement, we will file an election to be regulated as a business development company under the 1940 Act.  Upon filing of such election, we will be subject to the 1940 Act requirements applicable to business development companies.

FORWARD LOOKING STATEMENTS

This Registration Statement contains forward-looking statements that involve substantial risks and uncertainties.  These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions.  Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "would," "should," "targets," "projects," and variations of these words and similar expressions are intended to identify forward-looking statements.  These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation:

· an economic downturn, such as the one that occurred from 2008 through 2012, could impair our portfolio companies' abilities to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;

· the risks, uncertainties and other factors we identify in "Risk Factors" and elsewhere in this Registration Statement and in our filings with the SEC.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate.  In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this prospectus should not be regarded as a representation by us that our plans and objectives will be achieved.  These risks and uncertainties include those described or identified in "Risk Factors" and elsewhere in this Registration Statement.  You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Registration Statement.  We do not undertake any obligation to update or revise any forward-looking statements.

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SUMMARY

The following summary contains basic information about this Registration Statement.  It may not contain all the information that is important to an investor.  For a more complete understanding of this Registration Statement, we encourage you to read this entire Registration Statement and the documents that are referred to in this Registration Statement, together with any accompanying supplements.

In this Registration Statement, unless otherwise indicated, the "Company", "we", "us" or "our" refer to Integrity Capital Income Fund, Inc.

Business

We were incorporated on December 10, 2013 under the laws of the State of Colorado. Promptly following the effectiveness of this Registration Statement, we expect to file an election to be regulated as a business development company under the 1940 Act.  Integrity Wealth Management, a division of Integrity Bank & Trust, a Colorado corporation ("Adviser"), serves as the investment adviser and also provides us with the administrative services necessary for us to operate.  Adviser may also retain additional investment professionals in the future, based upon its needs.

Congress created business development companies in 1980 in an effort to help public capital reach smaller and growing private and public companies.  We are designed to do precisely that.  We intend to make minority, non-controlling debt and equity investments in private businesses that are seeking growth capital.

Between January 2, 2014 and August 19, 2014 we received offering proceeds aggregating  $6,223,770 resulting in the issuance of 622,377 shares of our common stock at $10.00 per share (the "Offering").  The net proceeds of the Offering have been invested in portfolio companies.

We invest principally in debt and equity financings of established and emerging companies.  We aim to make debt investments in companies that have the ability to pledge collateral for debt financing we provide.  We also aim to provide equity financings to companies.  Our investment objective is to maximize income and capital appreciation.  In accordance with our investment objective, we intend to provide capital principally to U.S.-based, private companies with an equity value of less than $250 million.  Our primary emphasis is to identify companies with experienced management and positive cash flow from operations.

We utilize an investment process focused on companies that exhibit hard collateral/tangible assets, positive cash flow, character and track record of management, and a complimentary exit strategy.  We entered into an Investment Advisory and Administrative Services Agreement (the "Investment Advisory Agreement") with the Adviser.  A description of the Investment Advisory Agreement is set forth below. We also entered into a Custody Agreement with Integrity Bank & Trust, as custodian ("Custodian") whereby the Custodian holds the Company's assets (cash, securities and earnings therefrom)  for a fee of .15% of the value of the custodied assets.

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Our shares of common stock are highly illiquid.  Although the Company's articles of incorporation include a quarterly repurchase option, no repurchase may occur until at least one year after the effective date of this Registration Statement.  Even after such one year period, the Company's ability to repurchase our common stock is limited to 2.5% of the weighted average number of shares outstanding in the prior four calendar quarters.  Further, the Company can only repurchase shares with the proceeds it receives from the sale of its shares under the dividend reinvestment plan in effect at such time (unless the Board determines to dispense with this limitation).  Currently the Company has no dividend reinvestment plan.  Any repurchase would occur at the net asset value per share of our common stock as disclosed in our most recent 10-K or 10-Q filings.

We have limited operating history.  We have made investments and are in the due diligence phase of several other potential investments.  As we received additional cash we will continue to make other investments.  We are subject to all of the business risks and uncertainties associated with any new business, including the risk that we will not achieve our investment objective and that the value of your investment could decline substantially.

Our principal executive offices are located at 13540 Meadowgrass Drive, Suite 100, Colorado Springs, Colorado 80921, and our telephone number is (719) 955-4801.  We maintain a Web site at www.integritycapitalincomefund.com.  Information contained on our Web site is not incorporated by reference into this Registration Statement, and you should not consider information contained on our Web site to be part of this Registration Statement.

RISK FACTORS

An investment in our securities involves certain risks relating to our structure and investment objective.  The risks set forth below are not the only risks we face, and we may face other risks that we have not yet identified, which we do not currently deem material or which are not yet predictable.  If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected.  In such case, our net asset value and the price of our common stock could decline, and you may lose all or part of your investment.

Risks Relating to Our Business and Structure

We are a newly-formed company with limited operating history.

We were initially formed in December 2013.  As a result, we have limited financial information on which you can evaluate an investment in our company or our prior performance.  We are subject to all of the business risks and uncertainties associated with any new business, including the risk that we will not achieve our investment objective and that the value of your investment could decline substantially or become worthless.

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Until we are able to invest in target portfolio companies, we will invest in temporary investments, such as cash, cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less, which we expect will earn yields substantially lower than the interest, dividend or other income that we anticipate receiving in respect of investments in debt and equity securities of our target portfolio companies.  As a result, our ability to pay dividends in our initial years of operation will be based on our ability to invest our capital in suitable portfolio companies in a timely manner.  Further, the management fee payable to our Adviser will not be reduced while our assets are invested in such temporary investments.

We are dependent upon key management personnel of the Adviser for our future success, particularly Randall Rush and Eric Davis.  If we lose either of them, our ability to implement our business strategy could be significantly harmed.

We depend on the experience, diligence, skill and network of business contacts of the Adviser's senior investment professionals.  The senior investment professionals, together with other investment professionals that the Adviser currently retains or may subsequently retain, will identify, evaluate, negotiate, structure, close, monitor and service our investments.  Our future success will depend to a significant extent on the continued service and coordination of Randall Rush, who is also our Chairman of the Board, Treasurer and Chief Financial Officer, and Eric Davis, who is also our President and Chief Compliance Officer.  The departure of either of these senior investment professionals could have a material adverse effect on our ability to achieve our investment objective.  While Mr. Davis expects to devote a majority of his business time to our operations through the Adviser, Mr. Davis will not be subject to an employment contract with the Company.

Our Adviser and its management have no prior experience managing a business development company.

The 1940 Act imposes numerous constraints on the operations of business development companies.  These constraints may hinder the Adviser's ability to take advantage of attractive investment opportunities and to achieve our investment objective.  In addition, although the Adviser has ten years of wealth management experience, the Adviser has no prior experience managing a business development company, and the investment philosophy and techniques used by the Adviser may differ from the Adviser's other investment experience.  Accordingly, we caution you that our investment returns could be substantially lower than the returns achieved by other business development companies.

Our business model depends upon the development and maintenance of strong referral relationships with professional services firms and private equity funds.

If we fail to maintain our relationships with key firms, or if we fail to establish strong referral relationships with other firms or other sources of investment opportunities, we will not be able to grow our portfolio and achieve our investment objective.  In addition, persons with whom we have informal relationships are not obligated to inform us of investment opportunities and therefore such relationships may not lead to the origination of portfolio company investments.

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If we raise additional capital by issuing preferred stock or other senior convertible securities, our stockholders may experience dilution.

If we issue preferred stock, the preferred stock would rank "senior" to common stock in our capital structure, preferred stockholders will likely have separate voting rights and rights, preferences, or privileges more favorable than those of our common stockholders.  The issuance of preferred stock could have the effect of delaying, deferring, or preventing a transaction or a change of control that might involve a premium price for holders of our common stock or otherwise be in your best interest.

We are not generally able to issue and sell our common stock at a price below net asset value per share.  We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value per share of our common stock if our Board of Directors determines that such sale is in the best interests of us and our stockholders, and our stockholders approve such sale.  In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board of Directors, closely approximates the market value of such securities (less any distributing commission or discount).  If we raise additional funds by issuing more common stock, preferred stock, or senior securities convertible into, or exchangeable for, our common stock, then the percentage ownership of our stockholders at that time will decrease, and you might experience dilution.

Our ability to grow will depend on our ability to raise capital.

We may need to periodically access the capital markets to raise cash to fund new investments.  Unfavorable economic conditions could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us.  An inability to successfully access the capital markets could limit our ability to grow our business and fully execute our business strategy and could decrease our earnings, if any.

In the event we borrow money, the potential for gain or loss on amounts invested would be magnified and may increase the risk of investing in us.

The use of leverage magnifies the potential for gain or loss on amounts invested and, therefore, increase the risks associated with investing in our securities.  We may borrow from and issue senior debt securities to banks, insurance companies, and other lenders.  Lenders of these senior securities will have fixed dollar claims on our assets that are superior to the claims of our common shareholders and we would expect such lenders to seek recovery against our assets in the event of a default.  If the value of our assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged.  Similarly, any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed.  Such a decline could negatively affect our ability to make common stock dividend payments.

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Our financial condition and results of operations will depend on our ability to manage our future growth effectively.

Although the Adviser has been an investment adviser since 2003, it has no experience in managing a business development company.  Further, as discussed above, we are a newly organized company with limited operating history.  As such, we and the Adviser are subject to the business risks and uncertainties associated with any new business enterprise, including the lack of experience in managing or operating a business development company.  Our ability to achieve our investment objective will depend on our ability to grow, which will depend, in turn, on the Adviser's ability to identify, analyze, invest in and finance additional companies that meet our investment criteria.

Because of our relatively small size and lack of operating history, we may be unable to identify and fund investments that meet our criteria.  Until we are able to invest in target portfolio companies, we will invest in temporary investments, such as cash, cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less, which we expect will earn yields substantially lower than the interest, dividend or other income that we anticipate receiving in respect of investments in debt and equity securities of our target portfolio companies.

Accomplishing this result on a cost-effective basis is largely a function of the Adviser's proper structuring and implementation of the investment process, its ability to identify and evaluate companies that meet our investment criteria, its ability to provide competent, attentive and efficient services to us, and our access to financing on acceptable terms.  These demands on the Adviser's time may distract them or slow the rate of investment.  In order to grow, we and the Adviser may need to hire, train, supervise and manage new employees.  Failure to manage our future growth effectively could have a material adverse effect on our business, financial condition and results of operations.

We operate in a highly competitive market for investment opportunities.

We compete for investments with a number of business development companies and other investment funds (including private equity funds and venture capital funds), reverse merger and SPAC sponsors, investment bankers which underwrite offerings, traditional financial services companies such as commercial banks, and other sources of financing.  Many of our competitors are substantially larger than us and have considerably greater financial, technical and marketing resources than we do.  For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us.  In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than we can.  Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a business development company and, as a result, such companies may be more successful in completing their investments.  There can be no assurance that the competitive pressures we face will not have a material adverse effect on our business, financial condition, and results of operations.  Also, as a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we can offer no assurance that we will be able to identify and make investments that are consistent with our investment objective.

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Even in the event the value of your investment declines, the base management fee and, in certain circumstances, the incentive fee will still be payable.

The Advisory Agreement includes a base annual management fee calculated as 1.50% of the value of our gross assets at a specific time.  Accordingly, the management fee will be payable regardless of whether the value of our gross assets and/or your investment have decreased.  Moreover, the incentive fee payable to the Adviser will be calculated annually based upon our realized capital gains, computed net of realized capital losses and unrealized capital depreciation on a cumulative basis.  As a result, we may owe the Adviser an incentive fee during one year as a result of realized capital gains on certain investments, and then later incur significant realized capital losses and unrealized capital depreciation on the remaining investments in our portfolio during subsequent years.

We will remain subject to corporate-level income tax if we are unable to qualify as a regulated investment company under Subchapter M of the Code.

Although we intend to elect to be treated as a RIC under Subchapter M of the Code effective with the effectiveness of this Registration Statement and succeeding tax years, no assurance can be given that we will be able to qualify for and maintain RIC status.  To obtain and maintain RIC tax treatment under the Code, we must meet certain annual distribution, income source and asset diversification requirements.

We are not eligible to elect RIC status until this Registration Statement is effective.  If we fail to qualify for RIC tax treatment for any reason and remain or become subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution, and the amount of our distributions.

There are significant potential conflicts of interest with the Adviser which could impact our investment returns.

Our executive officers and directors and the officers and directors of the Adviser may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do or of investment funds managed by the Adviser or its affiliates that may be formed in the future.  Accordingly, if this occurs, they may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of us or our stockholders.

In the course of our investing activities, we will pay investment advisory and incentive fees to the Adviser, and will reimburse the Adviser for certain expenses it incurs.  As a result, investors in our common stock will invest on a "gross" basis and receive distributions on a "net" basis after expenses, resulting in a lower rate of return than an investor might achieve through direct investments.  Accordingly, there may be times when the Adviser has interests that differ from those of our stockholders, giving rise to a conflict.

If we use leverage in connection with investments, our gross assets and custodial assets will be increased, resulting in larger fees paid to the Adviser and Custodian, thus giving rise to additional conflicts of interest.

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Currently, the Adviser manages investments of other persons with investment objectives similar to ours.  Accordingly, we may not be given the opportunity to participate in certain investments made by other investment funds managed by the Adviser.  In the event conflicts arise, the Adviser intends to allocate investment opportunities in a fair and equitable manner consistent with our investment objectives and strategies so that we are not disadvantaged in relation to any other affiliate or client of the Adviser.

We entered into a license agreement with the Adviser, pursuant to which the Adviser granted us a non-exclusive license to use the name "Integrity Capital."  Under the license agreement, we have the right to use the "Integrity Capital" name and logo for so long as the Adviser or one of its affiliates remains the Adviser.  In addition, we pay the Adviser our allocable portion of overhead and other expenses incurred by the Adviser in performing its obligations under the Advisory Agreement.  These arrangements will create conflicts of interest that our Board of Directors must monitor.  We also entered into a Custody Agreement with the Adviser, whereby the Adviser will hold all of our assets for a fee of .15% of the value of the custodied assets.

Our Board of Directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval.

Our Board of Directors has the authority to modify or waive certain of our operating policies and strategies without prior notice (except as required by the 1940 Act) and without stockholder approval.  However, absent stockholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election as, a business development company.  We cannot predict the effect any changes to our current operating policies and strategies would have on our business, operating results and value of our stock.  Nevertheless, the effects may adversely affect our business and impact our ability to make distributions.

Provisions of our articles and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock.

We have adopted measures that may make it difficult for a third party to obtain control of us, including provisions of our Articles of Incorporation classifying our Board of Directors in three classes serving staggered three-year terms.  This provision, as well as other provisions of our articles and bylaws, may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders.

Our Adviser can resign on 60 days' notice and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.

Our Adviser has the right, under the Investment Advisory Agreement, to resign at any time upon not less than 60 days' written notice, whether we have found a replacement or not.  If our Adviser resigns, we may not be able to find a new investment adviser or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all.  If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected and the market price of our shares may decline.  In addition, the coordination of our internal management and investment activities is likely to suffer if we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by the Adviser.  Even if we are able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect our financial condition, business and results of operations.

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We will incur significant costs as a result of being a public company.

As a public company, we will incur legal, accounting and other expenses, including costs associated with the periodic reporting requirements applicable to a company whose securities are registered under the Exchange Act, corporate governance requirements, and other rules implemented by the SEC.  We believe that complying with these rules and regulations will make some activities time-consuming and costly and may divert significant attention of our Adviser's senior investment professionals from implementing our investment objective to these and related matters.

Risks Related to Our Portfolio Company Investments

Shareholders have no input regarding investment decisions in portfolio companies.

Our investments are selected by our Adviser, and our stockholders will not have input into our investment decisions.  The Adviser has total discretion with respect to selecting investments in portfolio companies.  This increases the uncertainty, and thus risk, of investing in our shares.

Our incentive fee may induce the Adviser to make speculative investments.

Under the Advisory Agreement the incentive fee payable by us to the Adviser may create an incentive for the Adviser to make investments on our behalf that are risky or more speculative than would be the case in the absence of such compensation arrangement.  As our investment strategy is based primarily on debt or equity investing and as the Adviser's incentive fee is based upon the capital gains realized on our investments, the investment adviser might be motivated to invest more in companies whose securities are likely to yield capital gains, as compared to income producing securities.  Such a practice could result in our investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during cyclical economic downturns.

Our portfolio companies may incur debt or issue equity securities that rank equally with, or senior to, our investments in such companies.

Our portfolio companies may have, or may be permitted to incur, other debt, or issue other equity securities that rank equally with, or senior to, our investments.  By their terms, such instruments may provide that the holders are entitled to receive payment of dividends, interest or principal on or before the dates on which we are entitled to receive payments in respect of our investments.  These debt instruments will usually prohibit the portfolio companies from paying interest or dividends on or repaying our investments in the event and during the continuance of a default under such debt.  Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of securities ranking senior to our investment in that portfolio company will typically be entitled to receive payment in full before we receive any distribution in respect of our investment.  After repaying such holders, the portfolio company may not have any remaining assets to use for repaying its obligation to us.  In the case of securities ranking equally with our investments, we would have to share on an equal basis any distributions with other security holders in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.

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The value of our portfolio securities may not have a readily available market price and, in such case, we will value these securities at fair value as determined in good faith by our Board of Directors, which valuation is inherently subjective and may not reflect what we may actually realize for the sale of the investment.

The value of our portfolio securities may not have readily available market prices.  In such case, we will value these securities at fair value as determined in good faith based upon the Company's valuation policies.  In connection with that determination, our Adviser will prepare portfolio company valuations using the most recent portfolio company financial statements and forecasts.  We may also utilize the services of a third-party valuation firm, which will prepare valuations for each of our portfolio investments for which no market quotations are readily available.  The participation of the Adviser in our valuation process could result in a conflict of interest as the Adviser's management fee is based, in part, on our gross assets.  However, we will retain ultimate authority as to the appropriate valuation of each investment.  Because such valuations are inherently subjective and may be based on estimates, assumptions and forecasts, our determinations of fair value may differ materially from the values that would be determined if a readily available market price for these securities existed.  In addition, the valuation of these types of securities may result in substantial write-downs and excessive earnings volatility.

Because we likely will not hold controlling equity interests in our portfolio companies, we may not be in a position to exercise control over such portfolio companies or to prevent decisions by management of such portfolio companies that could decrease the value of our investments.

Our equity investments will typically be non-controlling investments, meaning we will not be in a position to control the management, operation and strategic decision-making of the companies we invest in.  As a result, we will be subject to the risk that a portfolio company we do not control, or in which we do not have a majority ownership position, may make business decisions with which we disagree, and the stockholders and management of such a portfolio company may take risks or otherwise act in ways that are adverse to our interests.  Due to the lack of liquidity for the debt and equity investments that we will typically hold in our portfolio companies, we may not be able to dispose of our investments in the event that we disagree with the actions of a portfolio company, and may therefore suffer a decrease in the value of our investments.

The portfolio companies in which we invest may present certain challenges to us, including the lack of available information about these companies.

In accordance with our investment strategy, we intend to make investments in primarily U.S.-based, private companies with an equity value of less than $250 million.  Generally, very little public information exists about these companies, and we are required to rely on the ability of the Adviser to obtain adequate information, conduct appropriate due diligence, and evaluate the merits of investing in these companies.  If we are unable to uncover all material information about these companies, then we may not make a fully informed investment decision, and we may lose money on our investments.

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Resources could be expended in researching and negotiating investments that may never be consummated, even if non-binding letters of intent or definitive agreements are reached, which could materially adversely affect subsequent attempts to make other investments.

It is anticipated that the investigation of each specific target company and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments will require substantial time and attention and substantial costs for accountants, attorneys, and others.  If a decision is made not to complete a specific investment, the costs incurred up to that point for the proposed portfolio investment likely would not be recoverable.  Furthermore, even if an agreement is reached relating to a specific portfolio investment, up to and including the execution of a definitive agreement, we may fail to consummate the portfolio investment for any number of reasons including those beyond our control.  Any such event will result in a loss to us of the related costs incurred.

Risks Related to Our Common Stock

There currently is no public market for our common stock, and the liquidity of shares of our common stock is limited.

Our outstanding shares of common stock are not registered under the Securities Act or the securities laws of any state or other jurisdiction, and are considered "restricted securities" within the meaning of Rule 144.  As restricted securities, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemption from registration under the Securities Act and as required under applicable state securities laws.

No public trading market for our common stock currently exists nor is one expected to develop in the foreseeable future.   Although the Company's articles of incorporation include a quarterly repurchase option, no repurchase may occur until one year after this Registration Statement is effective.  Even after such filing, the Company's ability to repurchase our common stock is limited to 2.5% of the weighted average number of shares outstanding in the prior four calendar quarters.  Further, the Company can only repurchase shares with the proceeds it receives from the sale of its shares under the dividend reinvestment plan in effect at such time (unless the Board determines to dispense with this limitation).  We do not expect to adopt a dividend reinvestment plan in the next 24 months.

There is a risk that you may not receive dividends or that our dividends may not grow over time.

We cannot assure you that we will achieve investment results or maintain a tax status that will allow or require any specified level of cash distributions or year-to-year increases in cash distributions.  Although we expect to be able to pay dividends from the interest and preferred dividends we receive from our investments, we do not expect to generate capital gains from the sale of our portfolio investments on a level or uniform basis from quarter to quarter.  This may result in substantial fluctuations in our quarterly dividend payments to stockholders.

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In addition, since we expect to have an average holding period for our portfolio company investments of two to five years, it is unlikely we will generate any capital gains during our initial years of operations.  Our ability to pay dividends in our initial years of operation will be based on our ability to invest our capital in suitable portfolio companies in a timely manner.

In addition, the micro-cap companies in which we intend to invest are generally more susceptible to economic downturns than larger operating companies, and therefore may be more likely to default on their payment obligations to us during recessionary periods, including the current economic environment.  Any such defaults could substantially reduce our net investment income available for distribution in the form of dividends to our shareholders.

We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.

Because in certain cases we may recognize income before or without receiving cash representing such income, we may have difficulty satisfying the annual distribution requirement applicable to RICs.  For example, we will include in income certain amounts that we have not yet received in cash, such as original issue discount, which may arise if we receive warrants in connection with the making of a loan or possibly in other circumstances, or contracted payment-in-kind ("PIK") interest, which represents contractual interest added to the loan balance and due at the end of the loan term.   Accordingly, we may have to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital or reduce new investments to meet these distribution requirements.  If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus be subject to corporate-level income tax.

Our quarterly and annual operating results will be subject to fluctuation as a result of the nature of our business, and if we fail to achieve our investment objective, the net asset value of our common stock may decline.

We could experience fluctuations in our quarterly and annual operating results due to a number of factors, some of which are beyond our control, including the interest rates and dividend rates payable on our debt securities and preferred stock investments, respectively, the default rate on any such securities, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions.  As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

To the extent that we do not realize income or choose not to retain after-tax realized capital gains, we will have a greater need for additional capital to fund our investments and operating expenses.

As a RIC, we must annually distribute at least 90 percent of our investment company taxable income as a dividend and may either distribute or retain our realized net capital gains from investments.  As a result, these earnings may not be available to fund investments or to pay operating expenses.  If we fail to generate net realized capital gains or to obtain additional funds, it would have a material adverse effect on our financial condition and results of operations as well as our ability to make follow-on and new investments.  Because of the structure and objectives of our business, we may experience operating losses and expect to rely on proceeds from sales of investments, rather than on interest and dividend income, to pay our operating expenses.  There is no assurance that we will be able to sell our investments and thereby fund our operating expenses.

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Item 1.     Business.

Background and Summary

We were incorporated on December 10, 2013 under the laws of the State of Colorado.  Promptly following the effectiveness of this Registration Statement, we intend to file an election to be regulated as a business development company under the 1940 Act.  The Adviser serves as our investment adviser and provides us with the administrative services necessary for us to operate.  The Adviser may also retain additional investment professionals in the future, based upon its needs.

Congress created business development companies in 1980 in an effort to help public capital reach smaller and growing private and public companies.  We are designed to do precisely that.  We intend to make minority, non-controlling equity investments in private businesses that are seeking growth capital and that we believe are committed to, and capable of, becoming public, which we refer to as "public ready" or "primed to become public."

We invest principally in equity securities, including convertible preferred securities and other debt securities convertible into equity securities, of primarily non-public U.S.-based companies.  Our investment objective is to maximize income and capital appreciation.  In accordance with our investment objective, we intend to provide capital principally to U.S.-based, private companies with an equity value of less than $250 million, which we refer to as "micro-cap companies."  Our primary emphasis is to identify companies with experienced management and positive cash flow from operations.

We have limited operating history.  We have made investments in portfolio companies and are in the due diligence phase of several other potential investments.  We are subject to all of the business risks and uncertainties associated with any new business, including the risk that we will not achieve our investment objective and that the value of your investment could decline substantially.

Our principal executive offices are located at 13540 Meadowgrass Drive, Suite 100, Colorado Springs, Colorado 80921, and our telephone number is (719) 955-4801.  We maintain a Web site on the Internet at www.integritycapitalincomefund.com.  Information contained on our Web site is not incorporated by reference into this Registration Statement, and you should not consider information contained on our Web site to be part of this Registration Statement.

Private Issuances of Securities

On December 12, 2013, our Adviser purchased 50 shares of our common stock at a price of $10.00 per share as our initial capital, although those shares were contributed to capital and cancelled after the Offering commenced.  Between January 2, 2014 and August 19, 2014, we sold a total of 622,377 shares of our common stock in the Offering at a price of $10.00 per share raising aggregate gross proceeds of $6,223,770.

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As of June 30, 2014, we had cash resources of approximately $49,000 and no indebtedness other than accounts payable and accrued liabilities incurred in connection with our organization and in the ordinary course of business of approximately $44,000.  As of August 19, 2014, we had cash resources of approximately $1,952,133 and no indebtedness other than accounts payable and accrued liabilities incurred in the ordinary course of business of approximately $57,000.

As of August 19, 2014, our shares of common stock were owned by a total of approximately 40 stockholders of record.  Our Chief Financial Officer and Chairman of the Board of Directors beneficially owns, in the aggregate, a total of 5,000 shares of our common stock, representing less than 1% of our issued and outstanding shares of common stock following the Offering.  See "Security Ownership of Certain Beneficial Owners and Management" below.

All shares of our common stock issued in the Offering are restricted shares and cannot be sold by the holders thereof without registration under the Securities Act or an available exemption from registration under the Securities Act.

Pending making investments in target portfolio companies, we invest our cash primarily in cash equivalents, U.S. government securities and other high-quality investments that mature in one year or less from the date of investment, which we expect will earn yields substantially lower than the interest, dividend or other income that we anticipate receiving in respect of investments in debt and equity securities of our target portfolio companies.  As a result, our ability to pay dividends in our initial years of operation will be based on our ability to invest our capital in suitable portfolio companies in a timely manner.  The management fee payable to the Adviser by us will not be reduced while our assets are invested in such securities.

Business Development Company

We are a newly organized, externally managed, closed-end management investment company that intends to elect to be regulated as a business development company under the 1940 Act.  We currently have no subsidiaries.  As a business development company, we will be required to comply with certain regulatory requirements.  For example, to the extent provided by the 1940 Act, we are required to invest at least 70% of our total assets in eligible portfolio companies ("Eligible Portfolio Companies").  Also, while we are permitted to finance investments using debt, our ability to use debt will be limited in certain significant respects, most notably that we maintain a 200% asset coverage position.

Our initial investments will typically consist of secured debt, convertible debt instruments, or equity.  Any follow-on investments will generally be conditioned on the achievement of pre-established milestones, which we believe will allow us to mitigate our financial exposure and assure that each portfolio company is committed to, and capable of, achieving targets.  We expect that the secured debt and the convertible debt securities will generate interest income, and any equity investment will generate dividends.  However, there is no assurance that we will receive payment of interest or dividends from our portfolio companies and, thus, we may not be able to pay dividends to our stockholders on a consistent basis.

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We are also permitted to borrow funds to make investments, subject to limitations on the amount of such borrowings under the 1940 Act.

Our investment activities are managed by the Adviser, the terms of which are included in the Investment Advisory Agreement.  The Adviser is Integrity Wealth Management, a division of Integrity Bank & Trust, and is exempt from registration as an investment adviser under the Investment Advisers Act of 1940, as amended (the "the Advisers Act").  Randall Rush and Eric Davis are principals of the Adviser.  Under the Advisory Agreement, we pay the Adviser for its investment advisory services an annual base management fee based on our gross assets as well as an incentive fee based on our performance.

Our assets are held by the Custodian under the Custody Agreement under which we pay the Custodian a fee of .15% of assets (consisting of cash, securities and earnings thereform)  (excluding any related party assets).

Concurrent with making our BDC election, we intend to elect to be treated for U.S. federal income tax purposes, and intend to qualify annually thereafter, as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").  As a RIC, we generally will not have to pay corporate-level federal income taxes on any ordinary income or capital gains that we distribute to our stockholders in the form of dividends.

Ongoing Relationships with Portfolio Companies/Monitoring

We intend to monitor the financial trends of each portfolio company to assess the appropriate course of action for each company and to evaluate overall portfolio quality.  In certain limited cases, we may also control one or more of our portfolio companies.

We intend to utilize several methods for evaluating and monitoring the performance of our investments, including but not limited to, the following:

· assessment of business development success, including product development, profitability and the portfolio company's overall adherence to its business plan;

· periodic and regular contact with portfolio company management to discuss financial position, requirements and accomplishments;

· periodic formal update interviews with portfolio company management; and

· review of monthly and quarterly financial statements and financial projections for portfolio companies.

As a result of active monitoring and communication, we believe that our portfolio management process will emphasize value creation throughout the life cycle of a given investment.  By doing so, we believe that our value to the portfolio company will go beyond the capital we have invested, and will extend to the overall goals of each portfolio company, which we believe will benefit the return on investment we realize in our portfolio companies.

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Investment Advisory and Administrative Services Agreement

Management Services.  The Adviser is exempt from registration as an investment adviser under the Advisers Act, and serves as our investment adviser.  Subject to the overall supervision of our Board of Directors, the Adviser manages our day-to-day operations and provides us with investment advisory services.  Under the terms of the Investment Advisory Agreement, the Adviser:

· determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;

· determines which securities we will purchase, retain or sell;

· identifies, evaluates and negotiates the structure of the investments we make; and

· closes, monitors and services the investments we make.

The Adviser's services under the Investment Advisory Agreement may not be exclusive and it is free to furnish similar services to other entities so long as its services to us are not impaired.

Management fees. We pay the Adviser a fee for its investment advisory services under the Investment Advisory Agreement consisting of two components - a base management fee and an incentive fee.  The cost of both the base management fee and any incentive fees earned by the Adviser is ultimately borne by our common stockholders.  As of June 30, 2014 the Adviser had waived all management fees earned to date in the amount of $25,056.

The base management fee (the "Base Fee") is calculated at an annual rate of 1.5% of our gross assets, which includes any borrowings for investment purposes.  We do not presently expect to use borrowed funds for the purpose of making portfolio investments.  The Base Fee is payable quarterly in arrears, and is calculated based on the value of our gross assets at the end of the most recently completed calendar quarter, and appropriately adjusted for any equity capital raises or repurchases during the calendar quarter.  The Base Fee for any partial month or quarter is appropriately pro rated.

The Incentive Fee will be determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), commencing with the calendar year January 1, 2014, and will equal 20% of our "Net Investment Income" above 7.5% for the year.  "Net Investment Income" is defined as all income accrued during the year minus the Company's operating expenses, Base Management Fee and expenses paid under the Investment Advisory Agreement.  Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with payable-in-kind interest and zero coupon securities) accrued income that we have not yet received in cash.  Net Investment Income does include any realized capital gains, realized capital losses, or unrealized capital depreciation.  It does not include unrealized capital appreciation.  The Incentive Fee determined as of December 31, 2014 will be calculated for a period of shorter than twelve calendar months.  In the event that the Investment Advisory Agreement terminates as of a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for purposes of calculating and paying the Incentive Fee.

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Administrative services.  Pursuant to the Investment Advisory Agreement, the Adviser will furnish us with equipment and clerical, bookkeeping and record-keeping services, as well as certain administrative services, which will include being responsible for the financial records which we are required to maintain and preparing reports to our stockholders and reports filed with the SEC.  In addition, the Adviser will assist us in monitoring our portfolio accounting and bookkeeping, managing portfolio collections and reporting, performing internal audit services, determining and publishing our net asset value, overseeing the preparation and filing of our tax returns and the printing and dissemination of reports to our stockholders, providing support for our risk management efforts and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others.  We will reimburse the Adviser for the allocable portion of overhead and other expenses incurred by it in performing its administrative obligations under the Investment Advisory Agreement.

Payment of our expenses.  Our primary operating expenses include the payment of (i) investment advisory fees to the Adviser; (ii) the allocable portion of overhead and other expenses incurred by the Adviser in performing its administrative obligations under the Investment Advisory Agreement; and (iii) other operating expenses as detailed below.  Our investment advisory fee will compensate the Adviser for its work in identifying, evaluating, negotiating, closing, monitoring and servicing our investments.  We will bear all other expenses of our operations and transactions, including (without limitation):

· costs of calculating our net asset value, including the cost of any third-party valuation services;

· costs of effecting sales and repurchases of shares of our common stock and other securities;

· fees payable to third parties relating to, or associated with, making investments, including fees and expenses associated with performing due diligence reviews of prospective investments;

· transfer agent and custodial fees;

· costs related to organization and offerings;

· fees and expenses associated with marketing efforts;

· federal and state registration fees;

· any stock exchange listing fees;

· applicable federal, state and local taxes;

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· independent directors' fees and expenses;

· excess brokerage commissions;

· costs of proxy statements, stockholders' reports and notices;

· fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums;

· direct costs such as printing and mailing, and staff;

· fees and expenses associated with independent audits and outside legal costs;

· costs associated with our reporting and compliance obligations under the 1940 Act, the Exchange Act and applicable federal and state securities laws; and

· all other expenses incurred by either the Adviser or us in connection with administering our business, including payments under the Investment Advisory Agreement that will be based upon our allocable portion of overhead and other expenses incurred by the Adviser in performing its obligations under the Investment Advisory Agreement.

All of these expenses are ultimately borne by our common stockholders.

Duration and termination.  Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect for a period of two years from January 1, 2014 (or until January 1, 2016) and will remain in effect from year to year thereafter if approved annually by (i) the vote of our Board of Directors, or by the vote of a majority of our outstanding voting securities, and (ii) the vote of a majority of our directors who are not interested persons.  The Investment Advisory Agreement will automatically terminate in the event of its assignment.  The Investment Advisory Agreement may be terminated by either party without penalty upon not less than 60 days' written notice to the other.

Indemnification.  The Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of their respective duties or by reason of the reckless disregard of their respective duties and obligations, the Adviser and its officers, managers, agents, employees, controlling persons, members (or their owners) and any other person or entity affiliated with it, are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) arising from the rendering of the Adviser's services under the Investment Advisory Agreement or otherwise as the Adviser.

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Organization of the investment adviser.  The Adviser is a division of Integrity Bank & Trust, a Colorado corporation that is exempt from registration as an investment adviser under the Advisers Act.  Randy Rush is the majority owner and Chairman of the Board of the Advisor.  Messrs. Rush and Davis, and Ms. Fisher are senior investment professionals and, along with L. Blaine Rush, Brett Wyss, Jeremiah Erickson and Larry Dozier, are the members of its Investment Committee.  Randy Rush, Eric Davis and Wendy Fisher will manage our day-to-day operations and provide the services under the Investment Advisory Agreement.  The Adviser currently provides, and intends to continue to provide similar investment advisory services to other entities and individual investing in addition to us.  As the Adviser provides investment advisory services to other entities, the Adviser intends to allocate investment opportunities in a fair and equitable manner pursuant to its allocation policies and procedures and in any event consistent with the fiduciary duties owed to us.  The principal address of the Adviser is 13540 Meadowgrass Drive, Suite 100, Colorado Springs, Colorado  80921.

Competition

We compete for investments with a number of business development companies and other investment funds (including private equity funds and venture capital funds), traditional financial services companies such as commercial banks, and other sources of financing.  Many of these entities have greater financial and managerial resources than we do.  Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act will impose on us as a business development company.  We believe we compete with these entities primarily on the basis of our willingness to make smaller, non-controlling investments, the experience and contacts of our investment professionals within our targeted industries, our responsive and efficient investment analysis and decision-making processes, and the investment terms that we offer.  We do not seek to compete primarily on the deal terms we offer to potential portfolio companies.

Regulation as a Business Development Company

We will elect to be regulated as a business development company under the 1940 Act.  The 1940 Act requires that a majority of our directors be persons other than "interested persons," as that term is defined in the 1940 Act.  In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a business development company without the approval of a "majority of our outstanding voting securities," within the meaning of the 1940 Act.

Qualifying assets.  Under the 1940 Act, a business development company may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to here as "qualifying assets," unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company's total assets (the "70% test").  The principal categories of qualifying assets relevant to our business are any of the following:

(1) Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an Eligible Portfolio Company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an Eligible Portfolio Company, or from any other person, subject to such rules as may be prescribed by the SEC.  An Eligible Portfolio Company is defined in the 1940 Act as any issuer which:

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(a) is organized under the laws of, and has its principal place of business in, the United States;

(b) is not an investment company (other than a small business investment company wholly-owned by the business development company) or a company that would be an investment company but for certain exclusions under the 1940 Act; and

(c) satisfies any of the following:

(i) does not have any class of securities listed on a national securities exchange;

(ii) is controlled by a business development company or a group of companies including a business development company and the business development company has an affiliated person who is a director of the eligible portfolio company; or

(iii) is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million; or

(iv) has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250 million during the 60 days prior to acquisition by the business development company.

(2) Securities of any Eligible Portfolio Company which we control.

(3) Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.

(4) Securities of an Eligible Portfolio Company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the Eligible Portfolio Company.

(5) Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.

(6) Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.

In addition, a business development company must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above.

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Managerial assistance to portfolio companies.  In general, in order to count portfolio securities as qualifying assets for the purpose of the 70% test, we must either control the issuer of the securities or must offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance; except that, where we purchase such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance.  Making available managerial assistance means, among other things, any arrangement whereby the business development company, through its directors, officers or employees, offers to provide, and, if requested to, provides significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.

Senior securities.  We are permitted, under specified conditions, to issue multiple classes of debt and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 200% immediately after each such issuance.  In addition, while any senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase.  We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage.

Except for temporary or emergency borrowings in amounts not exceeding 5% of the value of our total assets, it is unlikely that we will borrow funds in the foreseeable future to finance the purchase of our investment in portfolio companies.  However, in the event we do borrow funds to make investments, we are exposed to the risks of leverage, which may be considered a speculative investment technique.  Borrowings, also known as leverage, magnify the potential for gain and loss on amounts invested and therefore increase the risks associated with investing in our securities.  In addition, the costs associated with our borrowings, including any increase in the management fee payable to the Adviser will be borne by our common stockholders.

Proxy voting policies and procedures.  We vote proxies relating to our portfolio securities in the best interest of our stockholders.  We review on a case-by-case basis each proposal submitted to a stockholder vote to determine its impact on the portfolio securities held by us.  Although we generally vote against proposals that may have a negative impact on our portfolio securities, we may vote for such a proposal if there exists compelling long-term reasons to do so.

Our proxy voting decisions are made by the Adviser's senior investment professionals.  To ensure that our vote is not the product of a conflict of interest, we require that:  (i) anyone involved in the decision making process disclose to our Chief Compliance Officer any potential conflict that he is aware of and any contact that he has had with any interested party regarding a proxy vote; and (ii) employees involved in the decision making process or vote administration are prohibited from revealing how we intend to vote on a proposal in order to reduce any attempted influence from interested parties.

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Stockholders may obtain information regarding how we voted proxies with respect to our portfolio securities by making a written request for proxy voting information to:  Chief Compliance Officer, Integrity Capital Income Fund, Inc., 13540 Meadowgrass Drive, Suite 100, Colorado Springs, Colorado 80921.

Temporary investments.  Pending investment in other types of "qualifying assets," as described above, our investments may consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less.

Code of ethics. We have adopted a code of ethics that applies to all of our officers, consultants and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller. Our code of ethics establishes standards and guidelines to assist our directors, officers, and employees, as well as consultants, in complying with both the Company's corporate policies and with the law. The Adviser and employees of the Adviser are also subject to our code of ethics. Our code of ethics is posted at our website http://www.integritycapitalincomefund.com.  Upon request we will provide any person a copy of our code of ethics without charge. Persons desiring a copy of our code of ethics should request a copy by submitting a written request to the Company at its corporate office. 

Compliance policies and procedures.  We have adopted and implemented written policies and procedures reasonably designed to detect and prevent violation of the federal securities laws and are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation and designate a Chief Compliance Officer to be responsible for administering the policies and procedures.  Eric Davis will serve as our Chief Compliance Officer.

Privacy principles.  We are committed to maintaining the privacy of our stockholders and to safeguarding their non-public personal information.  The following information is provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.

Generally, we do not receive any non-public personal information relating to our stockholders, although certain non-public personal information of our stockholders may become available to us.  We do not disclose any non-public personal information about our stockholders or former stockholders to anyone, except as permitted by law or as is necessary in order to service stockholder accounts (for example, to a transfer agent or third party administrator).

We restrict access to non-public personal information about our stockholders to employees of the Adviser and its affiliates with a legitimate business need for the information.  We will maintain physical, electronic and procedural safeguards designed to protect the non-public personal information of our stockholders.

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Other.  We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our Board of Directors who are not interested persons and, in some cases, prior approval by the SEC.

We expect to be periodically be examined by the SEC for compliance with the 1940 Act.

We are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement.  Furthermore, as a business development company, we are prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office.

Certain U.S. Federal Income Tax Considerations

The following discussion is a general summary of the material United States federal income tax considerations applicable to us and to an investment in our shares.  This summary does not purport to be a complete description of the income tax considerations applicable to such an investment.  For example, we have not described tax consequences that we assume to be generally known by investors or certain considerations that may be relevant to certain types of holders subject to special treatment under United States federal income tax laws, including stockholders subject to the alternative minimum tax, tax-exempt organizations, insurance companies, dealers in securities, pension plans and trusts, and financial institutions.  This summary assumes that investors hold our common stock as capital assets (within the meaning of the Code).  The discussion is based upon the Code, Treasury regulations, and administrative and judicial interpretations, each as in effect as of the date of this Registration Statement and all of which are subject to change, possibly retroactively, which could affect the continuing validity of this discussion.  We have not sought and will not seek any ruling from the Internal Revenue Service regarding the Offering.  This summary does not discuss any aspects of United States estate or gift tax or foreign, state or local tax.  It does not discuss the special treatment under United States federal income tax laws that could result if we invested in tax-exempt securities or certain other investment assets in which we do not currently intend to invest.

A "U.S. stockholder" generally is a beneficial owner of shares of our common stock who is for United States federal income tax purposes:

· a citizen or individual resident of the United States including an alien individual who is a lawful permanent resident of the United States or meets the "substantial presence" test under Section 7701(b) of the Code;

· a corporation or other entity taxable as a corporation, for United States federal income tax purposes, created or organized in or under the laws of the United States or any political subdivision thereof;

· a trust if:  (1) a court in the United States has primary supervision over its administration and one or more U.S. persons have authority to control all substantial decisions of such trust, or (2) such trust validly elects to be treated as a U.S. person for federal income tax purposes; or

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· an estate, the income of which is subject to United States federal income taxation regardless of its source.

A "Non-U.S. stockholder" is a beneficial owner of shares of our common stock that is not a U.S. stockholder.

If a partnership (including an entity treated as a partnership for United States federal income tax purposes) holds shares of our common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership.  A prospective stockholder who is a partner of a partnership holding shares of our common stock should consult his, her or its tax advisors with respect to the purchase, ownership and disposition of shares of our common stock.

Tax matters are very complicated and the tax consequences to an investor of an investment in our shares will depend on the facts of his, her or its particular situation.  We encourage investors to consult their own tax advisors regarding the specific consequences of such an investment, including tax reporting requirements, the applicability of federal, state, local and foreign tax laws, eligibility for the benefits of any applicable tax treaty and the effect of any possible changes in the tax laws.

Election to be taxed as a Regulated Investment Company.  We intend to elect to be treated as a RIC under Subchapter M of the Code as soon as we are able to qualify for such election.  However, such an election and qualification requires that we comply with certain requirements contained in Subchapter M of the Code that may affect our ability to pursue additional business opportunities or strategies that, if we were to determine we should pursue, could diminish the desirability of or impede our ability to qualify as a RIC.  For example, a RIC must meet certain requirements, including source of income and asset diversification requirements.  The source of income requirement mandates that we receive 90% or more of our income from qualified earnings, typically referred to as "good income."

As a RIC, we generally will not have to pay corporate-level federal income taxes on any ordinary income or realized capital gains that we distribute to our stockholders as dividends.  To qualify as a RIC, we must, among other things, meet certain source of income and asset diversification requirements (as described below).  In addition, in order to obtain the federal income tax benefits allowable to RICs, we must distribute to our stockholders, for each taxable year, at least 90% of our "investment company taxable income," which is generally our net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net long-term capital losses (the "Annual Distribution Requirement").

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Conversion to RIC Status.  As of the date of this Registration Statement, we believe we will be able to qualify, and intend to elect to be treated, as a RIC beginning with our fiscal year commencing November 1, 2014.  Prior to our fiscal year November 1, 2014, we will be taxable as a regular corporation under Subchapter C of the Code (a "C corporation").  We anticipate that, on the effective date of our RIC election, we may hold assets (including intangible assets not reflected on the balance sheet, such as goodwill) with "built-in gain," which are assets whose fair market value as of the effective date of the election exceeds their tax basis.  In general, a corporation that converts to taxation as a RIC must pay corporate level tax on any of the net built-in gains it recognizes during the 10-year period beginning on the effective date of its election to be treated as a RIC.  Alternatively, the corporation may elect to recognize all of its built-in gain at the time of its conversion and pay tax on the built-in gain at that time.  We may or may not make this election.  Any such corporate level tax is payable at the time the built-in gains are recognized (which generally will be the years in which the built-in gain assets are sold in a taxable transaction).  The amount of this tax will vary depending on the assets that are actually sold by us in this 10-year period and the actual amount of net built-in gain or loss present in those assets as of the effective date of our election to be treated as a RIC and effective tax rates.  Recognized built-in gains that are ordinary in character and the excess of short-term capital gains over long-term capital losses will be included in our investment company taxable income, and generally we must distribute annually at least 90% of any such amounts (net of corporate taxes we pay on those gains) in order to be eligible for RIC tax treatment.  Any such amount distributed likely will be taxable to stockholders as ordinary income.  Built-in gains (net of taxes) that are recognized within the 10-year period and that are long-term capital gains likely will also be distributed (or deemed distributed) annually to our stockholders.  Any such amount distributed (or deemed distributed) likely will be taxable to stockholders as capital gains.

One requirement to qualify as a RIC is that, by the end of our first taxable year as a RIC, we must eliminate the earnings and profits accumulated while we were taxable as a C corporation.  We intend to accomplish this by paying to our stockholders in the first quarter of the tax year for which we make a RIC election a cash dividend representing all of our accumulated earnings and profits (if any) for the period from our inception through the end of the prior tax year.  The actual amount of that dividend (if any) will be based on a number of factors, including our results of operations through the end of the prior.  The dividend, if any, of our accumulated earnings and profits will be taxable to stockholders as ordinary income.  Any such dividend will be in addition to the dividends we intend to pay (or be deemed to have distributed) during our first taxable year as a RIC.

Taxation as a Regulated Investment Company.  For any taxable year in which we:

· qualify as a RIC; and

· satisfy the Annual Distribution Requirement;

we generally will not be subject to federal income tax on the portion of our investment company taxable income and net capital gain ( i.e., net realized long-term capital gains in excess of net realized short-term capital losses) that we distribute to stockholders with respect to that year.  We will be subject to United States federal income tax at the regular corporate rates on any income or capital gain not distributed (or deemed distributed) to our stockholders.

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Although we currently intend to distribute realized net capital gains (i.e., net realized long-term capital gains in excess of net realized short-term capital losses), if any, at least annually, we may in the future decide to retain some or all of our net capital gains, but to designate the retained amount as a "deemed distribution." In that case, among other consequences, we will pay corporate-level tax on the retained amount, each U.S. stockholder will be required to include its share of the deemed distribution in income as if it had been actually distributed to the U.S. stockholder, and the U.S. stockholder will be entitled to claim a credit or refund equal to its allocable share of the corporate-level tax we pay on the retained capital gain.

As a RIC, we will be subject to a 4% nondeductible federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (i) 98.2% of our ordinary income for each calendar year, (ii) 98% of our capital gain net income for the 1-year period ending October 31 in that calendar year, and (iii) any income realized, but not distributed, in the preceding year (the "Excise Tax Avoidance Requirement").  We will not be subject to excise taxes on amounts on which we are required to pay corporate income tax (such as retained net capital gains).  We currently intend to make sufficient distributions each taxable year to satisfy the Excise Tax Avoidance Requirement.

In order to qualify as a RIC for federal income tax purposes and obtain the tax benefits of RIC status, in addition to satisfying the Annual Distribution Requirement, we must, among other things:

· have in effect at all times during each taxable year an election to be regulated as a business development company under the 1940 Act;

· derive in each taxable year at least 90% of our gross income from (a) dividends, interest, payments with respect to certain securities loans, gains from the sale of stock or other securities or foreign currencies, or other income derived with respect to our business of investing in such stock or securities and (b) net income derived from an interest in a "qualified publicly traded limited partnership" (the "90% Income Test"); and

· diversify our holdings so that at the end of each quarter of the taxable year:

o at least 50% of the value of our assets consists of (i) cash, cash equivalents, U.S. government securities, securities of other RICs, and (ii) other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of such issuer; and

o no more than 25% of the value of our assets is invested in (i) securities (other than U.S. government securities or securities of other RICs) of one issuer, (ii) securities of two or more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses, or (iii) securities of one or more "qualified publicly traded partnerships" (the "Diversification Tests").

If qualified by the SEC as a Business Development Corporation, for computation of the 50% diversification test for any quarter of the taxable year, we may include the value of any securities of an issuer, whether or not the investment company owns more than 10 percent of the outstanding voting securities of such issuer, the basis of which, when added to the basis of the investment company for securities of such issuer previously acquired, did not exceed five percent of the value of the total assets of the investment company at the time of the subsequent acquisition of securities.

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We may be required to recognize taxable income in circumstances in which we do not receive cash.  For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with payment-in-kind interest or, in certain cases, increasing interest rates or issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year.  Because any original issue discount accrued will be included in our investment company taxable income for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement, even though we will not have received any corresponding cash amount.

Gain or loss realized by us from the sale or exchange of warrants acquired by us as well as any loss attributable to the lapse of such warrants generally will be treated as capital gain or loss.  Such gain or loss generally will be long-term or short-term, depending on how long we held a particular warrant.  Upon the exercise of a warrant acquired by us, our tax basis in the stock purchased under the warrant will equal the sum of the amount paid for the warrant plus the strike price paid on the exercise of the warrant.

We are authorized to borrow funds and to sell assets in order to satisfy the Annual Distribution Requirement and the Excise Tax Avoidance Requirement (collectively, the "Distribution Requirements").  However, under the 1940 Act, we are not permitted to make distributions to our stockholders while our debt obligations and other senior securities are outstanding unless certain "asset coverage" tests are met.  Moreover, our ability to dispose of assets to meet the Distribution Requirements may be limited by:  (i) the illiquid nature of our portfolio, or (ii) other requirements relating to our status as a RIC, including the Diversification Tests.  If we dispose of assets in order to meet the Distribution Requirements, we may make such dispositions at times that, from an investment standpoint, are not advantageous.

Any transactions in options, futures contracts, hedging transactions, and forward contracts will be subject to special tax rules, the effect of which may be to accelerate income to us, defer losses, cause adjustments to the holding periods of our investments, convert long-term capital gains into short-term capital gains, convert short-term capital losses into long-term capital losses or have other tax consequences.  These rules could affect the amount, timing and character of distributions to stockholders.

A RIC is limited in its ability to deduct expenses in excess of its "investment company taxable income" (which is, generally, ordinary income plus net realized short-term capital gains in excess of net realized long-term capital losses).  If our expenses in a given year exceed investment company taxable income (e.g., as the result of large amounts of equity-based compensation), we would experience a net operating loss for that year.  However, a RIC is not permitted to carry forward net operating losses to subsequent years.  In addition, expenses can be used only to offset investment company taxable income, not net capital gain.  Due to these limits on the deductibility of expenses, we may for tax purposes have aggregate taxable income for several years that we are required to distribute and that is taxable to our stockholders even if such income is greater than the aggregate net income we actually earned during those years.  Such required distributions may be made from our cash assets or by liquidation of investments, if necessary.  We may realize gains or losses from such liquidations.  In the event we realize net capital gains from such transactions, you may receive a larger capital gain distribution than you would have received in the absence of such transactions.

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Following the effective date of our election to be treated as a RIC, assuming we qualify as a RIC, our corporate-level federal income tax should be substantially reduced or eliminated and, as explained above, a portion of our distributions or deemed distributions may be characterized as long-term capital gain in the hands of stockholders.  Except as otherwise provided, the remainder of this discussion assumes that we qualify as a RIC and have satisfied the Annual Distribution Requirement.

Taxation of U.S. stockholders.  For federal income tax purposes, distributions by us generally are taxable to U.S. stockholders as ordinary income or capital gains.  Distributions of our "investment company taxable income" (which is, generally, our ordinary income plus net realized short-term capital gains in excess of net realized long-term capital losses) will be taxable as ordinary income to U.S. stockholders to the extent of our current or accumulated earnings and profits, whether paid in cash or reinvested in additional common stock.  Distributions of our net capital gains (which is generally our realized net long-term capital gains in excess of realized net short-term capital losses) properly designated by us as "capital gain dividends" will be taxable to a U.S. stockholder as long-term capital gains (currently at a maximum rate of 20%) in the case of individuals, trusts or estates, regardless of the U.S. stockholder's holding period for his, her or its common stock and regardless of whether paid in cash or reinvested in additional common stock.  Distributions in excess of our current and accumulated earnings and profits first will reduce a U.S. stockholder's adjusted tax basis in such stockholder's common stock and, after the adjusted basis is reduced to zero, will constitute capital gains to such U.S. stockholder.

Although we currently intend to distribute realized net capital gains (net realized long-term capital gains in excess of net realized short-term capital losses), if any, at least annually, we may in the future decide to retain some or all of our net capital gains, but to designate the retained amount as a "deemed distribution." In that case, among other consequences, we will pay corporate-level tax on the retained amount, each U.S. stockholder will be required to include its share of the deemed distribution in income as if it had been actually distributed to the U.S. stockholder, and the U.S. stockholder will be entitled to claim a credit or refund equal to its allocable share of the corporate-level tax we pay on the retained capital gain.  The amount of the deemed distribution net of such tax will be added to the U.S. stockholder's cost basis for its common stock.  Since we expect to pay tax on any retained capital gains at our regular corporate capital gain tax rate, and since that rate is in excess of the maximum rate currently payable by non-corporate taxpayers on long-term capital gains, the amount of tax that individual U.S. stockholders will be treated as having paid will exceed the tax they owe on the capital gain dividend.  Such excess generally may be claimed as a credit or refund against the U.S. stockholder's other U.S. federal income tax obligations.  A U.S. stockholder that is not subject to U.S. federal income tax or otherwise required to file a U.S. federal income tax return would be required to file a U.S. federal income tax return on the appropriate form in order to claim a refund for the taxes we paid.  In order to utilize the deemed distribution approach, we must provide written notice to our stockholders prior to the expiration of 60 days after the close of the relevant tax year.

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As a RIC, we will be subject to the alternative minimum tax ("AMT"), but any items that are treated differently for AMT purposes must be apportioned between us and our stockholders and this may affect the stockholders' AMT liabilities.  Although regulations explaining the precise method of apportionment have not yet been issued by the Internal Revenue Service, we intend in general to apportion these items in the same proportion that dividends paid to each stockholder bear to our taxable income (determined without regard to the dividends paid deduction), unless we determine that a different method for a particular item is warranted under the circumstances.

For purposes of determining (i) whether the Annual Distribution Requirement is satisfied for any year, and (ii) the amount of capital gain dividends paid for that year, we may, under certain circumstances, elect to treat a dividend that is paid during the following taxable year as if it had been paid during the taxable year in question.  If we make such an election, the U.S. stockholder will still be treated as receiving the dividend in the taxable year in which the distribution is made.  However, any dividend declared by us in October, November or December of any calendar year, payable to stockholders of record on a specified date in such a month and actually paid during January of the following year, will be treated as if it had been received by our U.S. stockholders on December 31 of the year in which the dividend was declared.

An investor in shares of our common stock should consider the tax implications of buying common stock just prior to a distribution.  Even if the price of the common stock includes the amount of the forthcoming distribution, and the distribution economically represents a return of investment, the investor will be taxed upon receipt of the distribution and will not be entitled to offset the distribution against the tax basis in his, her or its common stock.

A stockholder generally will recognize taxable gain or loss if the stockholder sells or otherwise disposes of his, her or its shares of our common stock.  Any gain arising from such sale or disposition generally will be treated as long-term capital gain or loss if the stockholder has held his, her or its shares for more than one year.  Otherwise, it will be classified as short-term capital gain or loss.  However, any capital loss arising from the sale or disposition of shares of our common stock held for six months or less will be treated as long-term capital loss to the extent of the amount of capital gain dividends received, or undistributed capital gain deemed received, with respect to such shares.  The ability to deduct capital losses may be subject to other limitations under the Code.

In addition, all or a portion of any loss recognized upon a disposition of shares of our common stock may be disallowed if other shares of our common stock are purchased (whether through reinvestment of distributions or otherwise) within 30 days before or after the disposition.  In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.

Corporate U.S. stockholders currently are subject to federal income tax on net capital gain at the maximum 35% rate also applied to ordinary income.

Non-corporate stockholders with net capital losses for a year (i.e., capital losses in excess of capital gains) generally may deduct up to $3,000 of such losses against their ordinary income each year; any net capital losses of a non-corporate stockholder in excess of $3,000 generally may be carried forward and used in subsequent years as provided in the Code.  Corporate stockholders generally may not deduct any net capital losses for a year, but may carry back such losses for three years or carry forward such losses for five years.

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Non-corporate shareholders may be eligible to treat a portion of our ordinary income dividends as "qualified dividend income" that is subject to tax at the same reduced maximum rates applicable to long-term capital gains; corporations are not eligible for the reduced maximum rates on qualified dividend income.  We must designate the portion of any distributions that are eligible to be treated as qualified dividend income in a written notice within 60 days of the close of the relevant taxable year.  In general, the maximum amount of our distributions that may be designated by us as qualified dividend income for that taxable year is the total amount of qualified dividend income received by us during such year.  In order to constitute qualified dividend income to us, a dividend must be received from a U.S. domestic corporation or a qualified foreign corporation.  In addition, the dividend income must be paid in respect of stock that has been held by us, for federal income tax purposes, for at least 61 days during the 121-day period that begins 60 days before the stock becomes ex-dividend.  In order to be eligible to treat a dividend from a fund as qualified dividend income, individual shareholders must also meet the foregoing minimum holding period requirements with respect to their shares in the applicable fund.  These special rules relating to qualified dividend income apply to taxable years beginning before January 1, 2011.  Without additional Congressional action, all of our ordinary income dividends for taxable years beginning on or after such date will be subject to tax at ordinary income rates.

We will send to each of our U.S. stockholders, as promptly as possible after the end of each calendar year, a notice detailing, on a per share and per distribution basis, the amounts includible in such U.S. stockholder's taxable income for such year as ordinary income and as long-term capital gain.  In addition, the federal tax status of each year's distributions generally will be reported to the Internal Revenue Service (including the amount of dividends, if any, eligible for the 15% "qualified dividend income" rate).  Distributions may also be subject to additional state, local, and foreign taxes depending on a U.S. stockholder's particular situation.  Dividends distributed by us generally will not be eligible for the corporate dividends-received deduction or the preferential rate applicable to "qualified dividend income."

We may be required to withhold federal income tax ("backup withholding"), currently at a rate of 28%, from all taxable distributions to any non-corporate U.S. stockholder (i) who fails to furnish us with a correct taxpayer identification number or a certificate that such stockholder is exempt from backup withholding, or (ii) with respect to whom the Internal Revenue Service (the "IRS") notifies us that such stockholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect.  An individual's taxpayer identification number is his or her social security number.  Any amount withheld under backup withholding is allowed as a credit against the U.S. stockholder's federal income tax liability, provided that proper information is provided to the IRS.

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Failure to qualify as a Regulated Investment Company.  If, subsequent to our qualification for, and election as, a RIC, we were unable to continue to qualify for treatment as a RIC, we would be subject to tax on all of our taxable income at regular corporate rates.  We would not be able to deduct distributions to stockholders, nor would they be required to be made.  Such distributions would be taxable to our stockholders and provided certain holding period and other requirements were met, could qualify for treatment as "qualified dividend income" eligible for the 15% maximum rate to the extent of our current and accumulated earnings and profits.  Subject to certain limitations under the Code, corporate distributees would be eligible for the dividends received deduction.  Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder's tax basis, and any remaining distributions would be treated as a capital gain.  To requalify as a RIC in a subsequent taxable year, we would be required to satisfy the RIC qualification requirements for that year and dispose of any earnings and profits from any year in which we failed to qualify as a RIC.  Subject to a limited exception applicable to RICs that qualified as such under Subchapter M of the Code for at least one year prior to disqualification and that requalify as a RIC no later than the second year following the nonqualifying year, we could be subject to tax on any unrealized net built-in gains in the assets held by us during the period in which we failed to qualify as a RIC that are recognized within the subsequent 10 years, unless we made a special election to pay corporate-level tax on such built-in gain at the time of our requalification as a RIC.

Circular 230 Disclosure

In order to comply with recent Treasury Department regulations, we advise you that:  (i) this discussion of certain U.S. federal income tax consequences was not intended or written by us to be used, and cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer, (ii) this discussion is provided to support the promotion or marketing of the transaction matters discussed herein, and (iii) readers of this discussion should seek advice regarding the matters discussed herein based on his, her, or its own particular circumstances from an independent tax adviser.

Valuation of Portfolio Securities

We will determine the net asset value per share of our common stock quarterly.  The net asset value per share is equal to the value of our total assets minus liabilities and any preferred stock outstanding divided by the total number of shares of common stock outstanding.  At present, we do not have any preferred stock outstanding.

Value, as defined in Section 2(a)(41) of 1940 Act, is (i) the market price for those securities for which a market quotation is readily available, and (ii) for all other securities and assets, fair value is as determined in good faith by our Board of Directors.

The following procedures will be followed by the Adviser's Investment Committee as delegated by the Board of Directors  in carrying out its responsibilities under this valuation policy.

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Each quarterly valuation will be completed in writing using an approved valuation format.  Each valuation will be reviewed by the Investment Committee, documented in the minutes of the committee and reported to the Company's Board of Directors at a meeting of the Board after the end of the respective quarter. Our entire Board of Directors serve as the Valuation Committee.

Investments will be carried at fair value of the investment, which is dependent on, among other things, whether material event has occurred.

A material event shall have occurred if any one of the following conditions is present:

1) The borrower has missed any contractual payments of the note or investment.

2) There has been a material change in the condition or collateral of the investment.

3) The economic outlook for the company or investment has materially changed.

4) Review of financial statements or other company/investment information indicates:

a. The investee financial performance has greatly exceeded expectations or

b. There is reason for concern there may be a future impairment or inability to meet interest, principal or other obligations of the investee.

5) The borrower has sold any part of the company or equity interest in the company.

6) The investee company becomes involved in litigation that would impact the valuation or investee company as a going concern.

7) Interest rates have made a material change since the last review.

A valuation expert may be justified  to complete an independent valuation if any of the following occur:

1) A material event as defined above occurs.

2) The investment or asset is complex and requires a special expertise to properly value the asset.

3) A majority of the Board of Directors requests an independent valuation.

4) A majority of the Investment Committee requests an independent valuation.

Our notes to the finanicial statements contain additional detail on our valuation procedures.

Employees

Currently, we do not have any employees.  The management of our investment portfolio will be the responsibility of the Adviser and its Investment Committee, which currently consists of Randall Rush, Eric Davis, Wendy Fisher, Brett Wyss, L. Blaine Rush, Jeremiah Erickson and Larry Dozier. The Adviser's Investment Committee must approve each new investment that we make by 67%.  The members of Investment Committee will not be employed by us, and will receive no compensation from us in connection with their portfolio management activities.  However, Messrs. Rush and Davis through their financial interests in, or management positions with, the Adviser, will be entitled to a portion of any investment advisory fees paid by us to the Adviser pursuant to the Advisory Agreement.

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Available Information

We will furnish our shareholders with annual reports containing audited financial statements, quarterly reports, and such other periodic reports as we determine to be appropriate or as may be required by law.  We are filing this Registration Statement with the SEC voluntarily with the intention of establishing the Company as a reporting company under the Exchange Act.  Upon the effectiveness of this Registration Statement, we will be required to comply with all periodic reporting, proxy solicitation and other applicable requirements under the Exchange Act.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q and our current reports on Form 8-K, as well as any amendments to those reports, will be available free of charge on the SEC's website at www.sec.gov, and through our website (www.integritycapitalincomefund.com) as soon as reasonably practicable after we file them with the SEC.

Custodian, Transfer and Dividend Paying Agent and Registrar

Our securities are held under a custody agreement by Integrity Bank & Trust. The Adviser acts as our transfer agent and dividend paying agent.  The principal business address of our transfer agent and dividend paying is 13540 Meadowgrass Dr Suite 100 Colorado Springs, CO 80921 and the phone number is 719-955-4801.

Brokerage Allocation and Other Practices

Subject to policies established by our Board of Directors, the Adviser is primarily responsible for the execution of the publicly traded securities portion of our portfolio transactions and the allocation of brokerage commissions.  The investment adviser does not execute transactions through any particular broker or dealer, but seeks to obtain the best net results for us, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm's risk and skill in positioning blocks of securities.  While the investment adviser will generally seek reasonably competitive trade execution costs, we will not necessarily pay the lowest spread or commission available.  Subject to applicable legal requirements, the investment adviser may select a broker based partly upon brokerage or research services provided to the investment adviser and to us and any other clients.  In return for such services, we may pay a higher commission than other brokers would charge if the investment adviser determines in good faith that such commission is reasonable in relation to the services provided.  See "Certain Relationships and Related Transactions, and Director Independence."

Further, while the Adviser will generally seek reasonably competitive trade execution costs, we realize that our portfolio will consist primarily of restricted securities of companies that have recently become public and for which there is no or little trading activity.  For the foreseeable future we do not expect to execute any trades since our portfolio companies are privately held.

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Item 1A.Risk Factors

See "Risk Factors" above.

Item 2.          Financial Information.

We only recently commenced operations and our operations to date have consisted solely of organization matters and capital formation.  As of the date of this Registration Statement, we have made only limited investments in portfolio companies.  Our audited balance sheet as of June 30, 2014 and our unaudited financial statements for the period from December 10, 2013 (Date of inception) through July 31, 2014 are attached to this Registration Statement.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

Overview.  We were incorporated on December 10, 2013 under the laws of the State of Colorado.  Promptly following the effectiveness of this Registration Statement, we will file an election to be regulated as a business development company under the 1940 Act.

We intend to invest principally in debt securities and equity securities, including convertible preferred securities of primarily non-public U.S.-based growth companies.  We expect that the debt securities will generally be collateralized by the assets of the company and will carry a market rate of interest.

We may also generate revenue in the form of commitment, origination, structuring or diligence fees, fees for providing significant managerial assistance and possibly consulting fees.  Any such fees will be generated in connection with our investments and recognized as earned.

Revenues.  We currently have limited revenue from operations and in all likelihood will be required to make future expenditures in connection with our marketing efforts along with general and administrative expenses before we will earn any material revenue.

We generated revenue of $111,412 from December 10, 2013 (inception) through July 31,  2014.  This included $104,762 in interest and $6,625 in revenue recognized from an origination fee.  In addition the fund generated $79,500 as an origination fee related to a portfolio investment which is being amortized over the three year life of the loan.  As of July 31, 2014 $6,625 had been recognized as revenue. For the period from December 10, 2013 (inception) through July 31,  2014, we earned interest income from money market investments of $25.

Expenses.  For the period from December 10, 2013 (inception) through July 31, 2014, we had net operating expenses of $38,031, consisting of:  (i) legal fees of $16,230 (ii) professional  fees of $12,500 (iii) directors' fees of $5,250, (iv) marketing and conference sponsorship fees of $4,020, and (v) miscellaneous expenses of $31.  Management earned management fees of $25,056 but elected to waive this entire amount.

The Adviser has contractually agreed to reimburse the costs incurred in the organization of the company and offering of its shares. The Adviser will recoup these expenses over a period of three years, subject to an expense cap of 2.34% if the fund expense ratio is less than 2.34% the Adviser can then recoup the expenses from the Company. 

Through the normal course of business, the Adviser or an affiliate of the Adviser processes payments on behalf of the Company and then is reimbursed for expenses paid on behalf of the Company. 

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Financial condition, liquidity and capital resources.  We generated cash of $4,353,000 from the net proceeds of the Offering through June 30, 2014.  We invested the net proceeds of the Offering in portfolio companies in accordance with our investment objective and strategies described in this Registration Statement.

Our primary use of funds is investments in portfolio companies, cash distributions to holders of our common stock, and the payment of operating expenses, including debt service if we borrow to fund our investments.  As of the date of this Registration Statement, we have two promissory note investments in portfolio companies, an investment in a partnership, and have entered into a loan commitment to fund an additional portfolio investment.  The next investment is expected to close before September 30, 2014.

As of June 30, 2014 and July 31, 2014, respectively, we were approximately fully invested.  We had cash resources of $49,161 and $101,502, respectively, and no indebtedness other than accounts payable and accrued expenses incurred in connection with our organization and in the ordinary course of business of approximately $43,000 and $54,000, respectively.  For the period from June 30, 2014 through August 19, 2014, we received additional net proceeds from the sale of common stock in the Offering of $1,870,770 from the sale of 187,077 shares at $10 per share.

As of June 30, 2014 and July 31, 2014, our investments included: two secured promissory notes to portfolio companies bearing interest at 11% per annum and an investment in a partnership bearing a preferred return of 10%. Our cash resources totaling $49,161 as of June 30, 2014 and $101,502 as of July 31, 2014 are held in depository accounts at First Republic Bank.   We currently have no investments in debt or equity securities of public companies.

As of June 30, 2014, we had net assets of $4,325,269 and, based on 435,300 shares of common stock outstanding, a net asset value per common share of $9.94. As of July 31, 2014, we had net assets of $4,370,603 and, based on 440,300 shares of common stock outstanding, a net asset value per common share of $9.93.

As of August 19, 2014, we had cash resources of approximately $1,952,132 and no indebtedness other than accounts payable and accrued liabilities incurred in the ordinary course of business of approximately $57,000.  As of August 19, 2014, our cash resources of approximately $1,952,132 were held in depository accounts at First Republic Bank.  As of August 19 the fund has entered into an agreement to fund another secured promissory note as an additional portfolio investment for the fund.

Distribution policy.  Our Board of Directors will determine the payment of any dividends.  We intend to declare and pay distributions on a monthly basis.  Our first dividend was paid May 30, 2014 at a rate of $0.0625 per share.  We will pay these distributions to our stockholders out of assets legally available for distribution.  We cannot assure you that we will achieve investment results that will allow us to make a targeted level of cash distributions or year-to-year increases in cash distributions.  Any dividends to our stockholders will be declared out of assets legally available for distribution.

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The timing of any capital gains generated from the appreciation and sale of common stock we expect to receive in our portfolio companies upon conversion of the convertible debt and convertible preferred equity securities cannot be predicted.  Although we expect to be able to pay dividends from the interest and preferred dividends we receive from our initial and follow-on investments prior, we do not expect to generate capital gains from the sale of our portfolio investments on a level or uniform basis from quarter to quarter.  This may result in substantial fluctuations in our quarterly dividend payments to stockholders.  In addition, since we expect to have an average holding period for our portfolio company investments of two to five years, it is unlikely we will generate any capital gains during our initial years of operations.  Our ability to pay dividends in our initial years of operation will be based on our ability to invest our capital in suitable portfolio companies in a timely manner.

In addition, although we currently intend to distribute realized net capital gains (net long-term capital gains in excess of short-term capital losses), if any, at least annually, we may in the future decide to retain such capital gains for investment and elect to treat such gains as deemed distributions to you.  If this happens, you will be treated as if you had received an actual distribution of the capital gains we retain and reinvested the net after-tax proceeds in us.  In this situation, you would be eligible to claim a tax credit (or, in certain circumstances, a tax refund) equal to your allocable share of the tax we paid on the capital gains deemed distributed to you.  See "Certain U.S. Federal Income Tax Considerations." We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, to the extent that we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.

Beginning with our taxable year commencing November 1, 2014, we intend to elect to be treated, and intend to qualify annually thereafter, as a RIC under Subchapter M of the Code.  To obtain and maintain RIC tax treatment, we must, among other things, distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any.  In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute during each taxable year an amount at least equal to the sum of:  (i) 98% of our ordinary income for the taxable year, (ii) 98% of our capital gains in excess of capital losses for the one-year period ending on October 31, 2015, and (iii) any ordinary income and net capital gains for preceding years that were not distributed during such years.

We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.

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All distributions will be paid at the discretion of our Board of Directors and will depend on our earnings, our financial condition, maintenance of our RIC status, compliance with applicable business development company regulations and such other factors as our Board of Directors may deem relevant from time to time.  We cannot assure you that we will pay distributions to our stockholders in the future.  In the event that we encounter delays in locating suitable investment opportunities, we may pay all or a substantial portion of our distributions from the proceeds of the sales of our common stock in anticipation of future cash flow, which may constitute a return of our stockholders' capital.  Distributions from the proceeds of the sales of our common stock also could reduce the amount of capital we ultimately invest in interests of portfolio companies.  Our distributions may exceed our earnings, especially during the period before we have substantially invested the proceeds from the sale of our common stock.

Contractual obligations.  We have entered into a contract under which we have material future commitments, the Advisory Agreement, pursuant to which the Adviser agrees to serve as the Adviser and to furnish us with certain administrative services necessary to conduct our day-to-day operations.  This agreement is terminable by either party upon proper notice.  We will pay the Adviser a fee for its investment advisory services under the Advisory Agreement consisting of two components - a base management fee and an incentive fee.  We will also reimburse the Adviser for the allocable portion of overhead and other expenses incurred by it in performing its administrative obligations under the Advisory Agreement, including the compensation of our Chief Financial Officer and Chief Compliance Officer, and their respective staffs.  See "Advisory Agreement."

Our Advisory Agreement may be terminated by either party without penalty upon not less than 60 days' written notice to the other.  If this agreement is terminated, our costs under a new agreement that we may enter into may increase.  In addition, we will likely incur significant time and expense in locating alternative parties to provide the services we expect to receive under the Advisory Agreement.  Any new Advisory Agreement would also be subject to approval by our stockholders.

Current Economic Environment

During the last twelve months, the state of the economy in the U.S. and abroad continued to grow at a modest pace.  The current economic situation, together with the limited availability of debt and equity capital, including through bank financing, will likely have a disproportionate impact on the micro-cap companies we intend to target for investment.  As a result, we may experience a reduction in attractive investment opportunities in prospective portfolio companies that fit our investment criteria.  In addition, micro-cap companies in which we ultimately invest may be unable to pay us the interest or dividends on their convertible securities or repay their debt obligations to us, and the common stock which we may receive upon conversion of the convertible securities may have little or no value, resulting in the loss of all or substantially all of our investment in such micro-cap companies.

Off-Balance Sheet Arrangements

As of the date of this Registration Statement, we have no off-balance sheet arrangements.

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Critical Accounting Policies

Basis of Accounting

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") as detailed in the Financial Accounting Standards Board's "FASB" Accounting Standards Codification.

Use of Estimates

Financial statements prepared on a GAAP basis require the Adviser to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes.  Actual results could differ from those estimates.  Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

Cash and Cash Equivalents

All highly liquid investments with an original maturity of three months or less are considered cash equivalents.    The Company periodically assesses the financial condition of their financial institutions where cash is held to assess the potential credit risk.

Investments

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. Unrealized gains or losses primarily reflect the change in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized.

As part of the valuation process, the Company may take into account the following types of factors, if relevant, in determining the fair value of the Company's investments: the enterprise value of a portfolio company (the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time), the nature and realizable value of any collateral, the portfolio company's ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company's securities to any similar publicly traded securities, changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments would trade in their principal markets and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company considers the pricing indicated by the external event to corroborate its valuation.

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Because there is not a readily available market value for most of the investments in its portfolio, the Company values substantially all of its portfolio investments at fair value as determined in good faith by the Adviser, as described herein. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company's investments may fluctuate from period to period. Additionally, the fair value of the Company's investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, the Company could realize significantly less than the value at which the Company has recorded it.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned.

Revenue Recognition

Interest income on debt investments is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts from and premiums to par value on securities purchased are accreted/amortized into interest income over the life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of discounts and amortization of premiums, if any.

Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.

Fee income, such as structuring fees, origination, closing, commitment and other upfront fees are generally non-recurring and are recognized as revenue when earned. In instances where the Company does not perform significant services in connection with the related investment, fees paid to the Company may be deferred and amortized over the estimated life of the investment. Upon the prepayment of a loan or debt security, any prepayment penalties and unamortized loan origination, structuring, closing, commitment and other upfront fees are recorded as income.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities using tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.  We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.  If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

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Valuation Policy

The Company's fair value accounting policies adhere to the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures.  Topic ASC 820 establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.  Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company.  Unobservable inputs reflect the Adviser's assumption about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.  The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 -	Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 securities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
Level 2 -	Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 -	Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.  Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined.

Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed.  Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3.  In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that is significant to the fair value measurement.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure.  Therefore, even when market assumptions are not readily available, the Adviser's own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date.

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The Company invests in direct debt and equity securities that are not traded on a public market.  These securities are recorded at fair value as determined by the Adviser using the framework of Topic ASC 820.  In addition, the Company has adopted written guidelines for determining the fair value of its investments for reporting in the accompanying financial statements.  Under these guidelines, investment valuations are reviewed on a quarterly basis and investments without readily available market values are valued at fair value as determined by the Adviser.  In the absence of readily ascertainable market values, the Adviser uses valuation techniques consistent with the market, income and cost approaches, as prescribed by Topic ASC 820, in order to estimate the fair value of investments.  In all cases, the Adviser evaluates whether the valuation techniques used and the resultant fair value estimate is representative of what the most likely buyers of the company would also pay upon exit, and therefore, whether the value is deemed to be the price expected in an orderly transaction between market participants at the measurement date.

The transaction price is typically the Adviser's best estimate of fair value at inception of the investment.  When evidence supports a change to the carrying value from the transaction price, adjustments are made to reflect expected exit values.  Ongoing reviews by the Adviser are based on an assessment of significant assumptions related to each underlying investment including incorporating valuations that consider the evaluation of financing and sale transactions with third parties, the financial condition and operating results of the portfolio company, achievement of technical milestones, and expected cash flows.

Under Topic ASC 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. ASC 820 permits the Company, as a practical expedient, to estimate the fair value of this type of investment based on the net asset value (NAV) per share, or its equivalent, if the NAV of such investments is calculated in a manner consistent with the measurement principles of ASC 946, Financial Services — Investment Companies. As such the Company's estimate of fair value is generally based on the NAV provided to the Company by each Investee Fund, supported by the independently audited financial statements of the Investee Fund, when available.

Item 3.      Properties.

We maintain our principal executive office at 13540 Meadowgrass Drive, Suite 100, Colorado Springs, Colorado 80921, in the offices of the Adviser.  We do not own any real estate.  We believe that our present facilities are adequate to meet our current needs.  If new or additional space is required, we believe that adequate facilities are available at competitive prices in the respective areas.  Under the Advisory Agreement, we intend to pay an allocable portion of the monthly lease expenses incurred by the Adviser for this office facility.

Item 4.      Security Ownership of Certain Beneficial Owners and Management.

The following table provides information regarding the beneficial ownership of our common stock as of August 19, 2014 for (i) each shareholder whom we know to be the beneficial owner of 5% or more of our outstanding common stock, (ii) each of our executive officers and directors, and (iii) all executive officers and directors as a group.  In general, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security.  A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days.  To the best of the Company's knowledge, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted.  The inclusion of shares listed as beneficially owned does not constitute an admission of beneficial ownership.  As of August 19, 2014, there were issued and outstanding 622,377 shares of our common stock, which includes the shares of common stock which we issued in connection with the Offering.

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As of August 19, 2014, we do not have any outstanding shares of preferred stock, any outstanding securities which are convertible into our common stock or any outstanding options or warrants to acquire our common stock.

Name and Address	Shares Beneficially Owned	Percent of  Shares
Executive Officers and Directors:	0	0
Randall Rush	5,000 (1)	*
Steve Leach	0	0
Ric Denton	0	0
Eric Davis	0	0
Wendy Fisher	0	0
Total	5,000 (1)	*

      * Less than 1%

(1) Includes 5,000 shares held by Mr. Rush's IRA which were purchased in the Offering.

Item 5.      Directors and Executive Officers.

Our Board of Directors will oversee our management.  The Board of Directors currently consists of three members, two of whom are not "interested persons" of the Adviser as defined in Section 2(a)(19) of the 1940 Act.  We refer to these individuals as our independent directors.  Our Board of Directors elects our officers, who will serve at the discretion of the Board of Directors.  The responsibilities of each director will include, among other things, the oversight of our investment activity, the quarterly valuation of our assets, and oversight of our financing arrangements.  Currently, the entire Board of Directors serves as the Audit Committee and the Valuation Committee.  The Board may establish additional committees in the future.  Unless approved by our Board of Directors, we will not permit our executive officers or directors to serve as officers, directors or principals of entities that operate in the same or related line of business as we do, other than investment funds, if any,  managed by the Adviser and its affiliates.

Board of Directors and Executive Officers

Under our articles, our directors are divided into three classes.  Each class of directors will hold office for a three-year term.  However, the initial members of the three classes have initial terms of one, two and three years, respectively.  At each annual meeting of our stockholders, the successors to the class of directors whose terms expire at such meeting will be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election.  Each director will hold office for the term to which he or she is elected and until his or her successor is duly elected and qualifies.

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Directors

Information regarding the Board of Directors is as follows:

Name	Age	Positions Held	Director Since		Expiration of Term
Independent Directors:
Steve Leach	51	Director		2013		2014
Ric Denton	70	Director		2013		2015
Interested Directors:
Randy Rush	60	Director, Chairman, CFO & Treasurer		2013		2016

The address for each director is c/o Integrity Capital Income Fund, Inc., 13540 Meadowgrass Drive, Suite 100, Colorado Springs, Colorado 80921.

Executive Officers who are not Directors

Information regarding our executive officers who are not directors is as follows:

Name	Age	Positions Held
Eric Davis	35	President, CIO
Wendy Fisher	30	COO

The address for each executive officer who is not a director is c/o Integrity Capital Income Fund, Inc., 13540 Meadowgrass Drive, Suite 100, Colorado Springs, Colorado 80921.

Biographical Information

Eric Davis – President and Chief Investment Officer, age 35

Eric started in Wealth Management at NatCity Investments, a subsidiary of National City Bank, in 2000.  National City was the 8^th largest bank in the country at that time.  He served NatCity Investments as a regional manager of an advisory group from 2003 – 2006 with principal responsibility for overseeing the investment management, retirement planning, asset allocation, and business development process for his team.  During this time his team won two distinct national awards for excellence.  In 2007 Eric moved to Colorado Springs and joined Integrity Bank & Trust's Wealth Management Group.  Since that time he has been instrumental in the growth of the department from a local community bank and trust with $65 million in assets under management to a leader in alternative investments that serves RIA's and clients nationally.  The Wealth Management Group now has over $200 million in assets under management.  Eric currently serves as Chair of the Integrity Wealth Management investment committee, overseeing investments, due diligence, strategy, and asset allocation for the group.  During the last five years the majority of the Wealth Management Group's growth has been due to the committee's expertise in sourcing, vetting, and monitoring alternative investments, the majority of which are income-producing collateralized investments.  This growth accelerated as Integrity Bank & Trust created a program for RIA's in 2011 that includes some of the nation's top financial advisors and advisory groups. In this program Integrity Bank & Trust serves as a custodian and offers due diligence as a service to RIA's who are seeking high quality non-traditional investments as solutions for their clients' portfolios.

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Randall Rush – Director, Chairman of the Board, Treasurer and Chief Financial Officer, age 60

Randy is one of the founders of Integrity Bank & Trust, Monument, Colorado that was established August 11, 2003.  He is the Chairman of the Board, Executive Vice President and Senior Trust Officer of the Bank, and has held those positions since the Bank's inception.  Mr. Rush is also a director and Secretary / Treasurer of Gemini Bancshares, Inc., the holding company for the Bank.  Randy has over 38 years of banking, investment and trust management experience.  Previously, he served as the Executive Vice President and Senior Trust Officer for the Smith County State Bank & Trust Company, acting as the head of the trust department and responsible for the management of the bank's investment portfolio.  During his tenure from 1984 to 2003 at the Smith County State Bank & Trust, located in a rural Kansas community of 2,000 people, he successfully grew the trust department from assets under management of $10,000,000 to over $235,000,000.  Randy was active in the Kansas Banker's Association serving as President of the KBA Trust Division and served on the Kansas Banker's Association's Governing Council and Board of Directors.  In addition, he was on the faculty of the Kansas/Nebraska schools of Trust and Financial Planning for ten years.  Randy received Masters of Business Administration from the University of Nebraska and a B.S. in Accounting from Ottawa University.

Steve Leach, Independent Director, age 51

Mr. Leach serves as CEO of WaterStone where his team helps Christians develop and execute tax efficient giving strategies through various giving vehicles.  WaterStone manages $250 million of assets that will ultimately be deployed to thousands of causes close to the hearts of their clients.  Mr. Leach served as President of Acacia Strategic Advisors, a strategic consulting firm.  A key engagement while at Acacia was the launch of Vida Capital's Longevity Fund where Steve served as the VP of Marketing and Business Development.  Prior leading Acacia, Steve served as Chief Executive Officer of NovaCentrix Corp, a nanotechnology products company from October 2005 through April 2008 when the company was sold. Steve joined NovaCentrix in late 2005 to drive the commercialization of the core materials and process technology into products for specific markets. Steve's time with Dell culminated as a Director of Strategic Investments aligned with the venture capital arm of Dell Computer, Dell Ventures.  He also directed strategic marketing and business planning for Dell's $8B Home and Small Business Product Group as well as Dell's $3B Inspiron Product Group.  While at Dell, IBM and Compaq Computer, the teams he served built a number of businesses that delivered billion-dollar products and associated service revenues.  The skills he developed at these Fortune 500 companies provide him with a keen understanding of overall business strategy, market analysis and segmentation as well as technology planning and development.  His tenure at Dell gives him a fanatical approach to operational efficiency and technology utilization.  Mr. Leach graduated from Texas A&M University with a degree in Mechanical Engineering.

Ric Denton, Independent Director, age 70

Ric Denton is a Silicon Valley veteran with extensive experience in taking early-stage startups from conception to multi-million dollar organizations.  He has started three businesses and one non-profit.  Since 2011 he has served as the CEO of the Colorado Springs Technology Incubator (CSTI), where he assists startup clients with product development, funding, strategic partnerships, operational guidance and their go-to-market strategies.  Since coming to Colorado Springs in 2004, Dr. Denton continued his consulting activities in evaluating companies on behalf of venture capitalists.  Dedicated to serving the local community, he served three years as the Colorado Springs Chair of SCORE, where he counseled hundreds of start-up clients.  Dr. Denton holds a Ph.D. (1971) and M.S. (1968) in physics from the University of California in Santa Barbara.

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Wendy Fisher – Operations Manager & Investment Committee Member, age 30

Wendy Fisher joined Integrity Bank & Trust in October 2007 as an Investment Analyst.  She graduated with distinction from the University of Minnesota with a BA in Political Science.  In March of 2010 she obtained her CERTIFIED FINANCIAL PLANNER™ certification.  She serves as Operations & Investment Manager of Integrity Bank & Trust's Wealth Management Group.  Her primary responsibilities include managing the operations staff, overseeing custody, providing client and RIA reporting, as well as maintaining and monitoring all of the investment due diligence records.  Wendy also serves on the ALCO with responsibility to help set interest rates on deposits and to manage the allocation of investments of bank deposits for Integrity Bank.  She is an integral member of the Bank ALCO and Integrity Wealth Management investment committee and due diligence process.  

L. Blaine Rush – Investment Committee Member, age 86

Blaine is a director and Chairman of Gemini Bancshares, Inc. and serves on Integrity Bank & Trust Bank's Board of Directors, holding both of those positions since 2003.  Blaine is a retired banker with over 50 years' experience in banking.  His banking experience includes serving as one of the principals involved in the purchase, management and operation of multiple banking institutions in Kansas.  In addition, he has also been very active in Lions Club International having served on the International Board of Directors for two years as a Director and for three years as a Board Appointee.  While on the Lions Club International finance committee, he was responsible for meeting with the finance minister of India and negotiated the use of India Lions Club dues for the benefit of supporting the Lions Club International organization.  He has also served as a member of the Board of Trustees of Ottawa University, Ottawa, Kansas.

Jeremiah Erickson – Investment Committee Member, age 34

Jeremiah has an MBA in Finance from the University of Colorado and a Certificate in Financial Planning from Boston University.  Jeremiah passed the CFP® exam in 2011, demonstrating his commitment to pursuing a high level of excellence in his field.  He has been working in Financial Services since 2010, after spending four years in several HR and Management positions for Fortune 500 companies.  Prior to joining Integrity Bank & Trust in 2012, Jeremiah was responsible for managing investments for a Registered Investment Advisory that managed approximately $100 million in assets.  Jeremiah is very active in his community as a member of a local church, serving on the Board of Directors for the Financial Planning Association of Southern Colorado, and serving as the treasurer for the Human Trafficking Task Force of Southern Colorado.

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Brett Wyss – Investment Committee Member, age 35

Brett has been with Integrity Bank & Trust since August of 2004.  He currently serves as the Senior Loan Officer and manages the loan department.  He also manages a $50 Million loan portfolio.  Brett has developed underwriting criteria for Integrity Bank & Trust to include cash flow analysis, collateral analysis and business acumen of the bank's borrowers.  Brett has extensive experience in loan collections and collateral liquidation and well as problem loan workouts.  Brett also serves on the Asset/Liability Committee where he helps set interest rates and mitigate interest rate risk for the bank.  Brett served on the El Paso County drainage board for six years (2007-2013) and was the board chair for the last two years.  Brett is a graduate of Wheaton College (2001) and received a Master's Degree from National Louis University in Chicago (2003).  He is also a graduate of the University of Colorado's Graduate School of Banking (2008).

Larry K. Dozier – Investment Committee Member, age 47

Larry is a Wealth Management Officer and owner at Integrity Bank & Trust.  Prior to joining Integrity Bank & Trust in 2005, Larry served 20 years in the Air Force, where he was primarily responsible for managing communication resources and mentoring cadets at the Air Force Academy.  Larry combines his background in the military with a broad range of financial understanding to provide his clients with a distinctively practical perspective on money management. Larry is an active member in the community and a highly motivating lecturer on financial independence.  He earned his MBA in 2012 from the University of Phoenix, his B.A. in Organizational Management from Colorado Christian University and in 2006 graduated from the School of Trust & Financial Services sponsored by the Kansas and Nebraska Bankers Association.  In October 2014 Larry expects to graduate from the American Bankers Association Graduate Trust School.

Family Relationships

Randy Rush and Wendy Fisher are father and daughter, and Blaine Rush is the father of Randy Rush.  Brett Wyss is the nephew of Randy Rush.

Committees of the Board of Directors

Our Board of Directors currently serves as the Audit Committee and the Valuation Committee.

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Code of Ethics

A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote:

· honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

· full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the SEC and in other public communications made by us;

· compliance with applicable governmental laws, rules and regulations;

· the prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

· accountability for adherence to the code.

Our Board of Directors has adopted a corporate code of ethics that applies to our executive officers.

Indemnification

Under the Colorado Business Corporation Act and pursuant to our certificate of incorporation and bylaws, we may indemnify our officers and directors for various expenses and damages resulting from their acting in these capacities.  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our officers and directors pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.

We have entered into indemnification agreements with our directors.  The indemnification agreements are intended to provide our directors the maximum indemnification permitted under the Colorado Business Corporation Act and the 1940 Act.  Each indemnification agreement is expected to provide that we shall indemnify the director who is a party to the agreement (an "Indemnitee"), including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding.  The indemnification agreements also require us to procure liability insurance coverage for our officers and directors.

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Item 6.       Executive Compensation.

Compensation of Executive Officers

None of our executive officers will receive direct compensation from us.  Messrs. Rush and Davis, through their ownership interest in, or management positions with, the Adviser, are entitled to a portion of any profits earned by the Adviser, which includes any fees payable to the Adviser under the terms of our Advisory Agreement, less expenses incurred by the Adviser in performing its services under our Advisory Agreement.  The Adviser may pay additional salaries, bonuses, and individual performance awards and/or individual performance bonuses to Messrs. Rush and Davis in addition to their ownership interest, which may be reduced proportionately to reflect such payments.

Mr. Rush serves as our Chief Financial Officer and Mr. Davis serves as our Chief Compliance Officer.  The compensation of our Chief Financial Officer and our Chief Compliance Officer will be paid by the Adviser, subject to reimbursement by us of an allocable portion of such compensation for services rendered by such persons to us.

Compensation of Independent Directors

We pay our independent directors (as well as our interested director) an annual fee of $3,000, payable quarterly.  Our independent directors also receive a fee of $750 for any regular or special meeting attended in person in excess of four meetings in any year.  The meeting fees for the first four meetings of a year are included within the annual retainer fee paid to the directors.

We reimburse directors for out-of-pocket expenses incurred in attending Board and committee meetings and undertaking certain matters on our behalf.

We may secure insurance on behalf of any person who is or was or has agreed to become a director or officer of the Company or is or was serving at our request as a director or officer of another enterprise for any liability arising out of his or her actions, regardless of whether the Colorado Business Corporation Act would permit indemnification.  We intend to obtain liability insurance for our officers and directors.

Employment Agreements

None of our executive officers or directors has employment agreements with us.  However, we have entered into the Advisory Agreement with the Adviser, our external investment adviser.  Under the terms of the Advisory Agreement, the Adviser will manage our day-to-day operations and provide us with investment advisory services.  The Adviser's services under the Advisory Agreement may not be exclusive and it is free to furnish similar services to other entities so long as its services to us are not impaired.  We will pay the Adviser a fee for its investment advisory services under the Advisory Agreement consisting of two components — a base management fee and an incentive fee.  The cost of both the base management fee payable to the Adviser and any incentive fees earned by the Adviser will be paid by us and ultimately be borne by our common stockholders.

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Item 7. Certain Relationships and Related Transactions, and Director Independence.

Transactions with Management and Others

Our Board of Directors will oversee our management.  The Board of Directors currently consists of three members, two of whom are not "interested persons" of the Adviser as defined in Section 2(a)(19) of the 1940 Act.  We refer to these individuals as our independent directors.  Our Board of Directors elects our officers, who will serve at the discretion of the Board of Directors.  The responsibilities of each director will include, among other things, the oversight of our investment activity, the quarterly valuation of our assets, and oversight of our financing arrangements.

We have entered into the Advisory Agreement with the Adviser.  Randall Rush, our Chief Financial Officer and Chairman of the Board of Directors, is the Chairman of the Board, Executive Vice President, Senior Trust Officer and significant shareholder of the Adviser.  Eric Davis, our President and Chief Investment Officer, is also the Chair of the investment committee of the Wealth Management Group of the Adviser.  We have also entered into a license agreement with the Adviser, pursuant to which the Adviser has granted us a non-exclusive, royalty-free license to use the name "Integrity Capital." In addition, pursuant to the terms of the Advisory Agreement, the Adviser provides us with certain administrative services necessary to conduct our day-to-day operations.

Currently, the Adviser's senior investment professionals, Messrs. Rush and Davis, and the additional administrative personnel currently retained by the Adviser, do not serve as principals of other investment funds affiliated with the Adviser; however, they may do so in the future.  If they do, persons and entities may in the future manage investment funds with investment objectives similar to ours.  In addition, our current executive officers and directors, serve or may serve as officers, directors or principals of entities that operate in the same or related line of business as we do, including investment funds managed by our affiliates.  Accordingly, we may not be given the opportunity to participate in certain investments made by investment funds managed by advisers affiliated with the Adviser.  However, in the event such conflicts do arise in the future, the Adviser intends to allocate investment opportunities in a fair and equitable manner consistent with our investment objectives and strategies so that we are not disadvantaged in relation to any other affiliate or client of the Adviser.  See "Risk Factors - Risks Relating to Our Business and Structure — There are significant potential conflicts of interest which could impact our investment returns."

49

Item 8. Legal Proceedings.

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.  From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies.  While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

Item 9. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters

Market Information

There is currently no public market for our common stock.  Our common stock is not listed on any securities exchange or inter-dealer quotation system at the present time.

We do not intend to develop any trading market for our common stock.  Investors should understand that there may be no exit strategy for them to recover or liquidate their investments in our common stock.  Accordingly, investors must be prepared to bear the entire economic risk of an investment in our common stock for an indefinite period of time.

Holders

As of August 19, 2014, there were 40 stockholders of record of our common stock.

Dividends

Our Board of Directors will determine the payment of any dividends.  We began declaring and paying distributions on a monthly basis in May 2014.  The following dividends have been paid through August 29, 2014:

Date Dividend Paid	Total Dividend Amount		Dividend Per Share
5/30/14		$27,206.25		$0.0625
6/26/14		27,206.25		$0.0625
7/30/14		27,578.75		$0.0625
8/29/2014		39,211.06		$0.0625

We hope to continue to pay these distributions to our stockholders out of assets legally available for distribution.  We cannot assure you that we will achieve investment results that will allow us to make a targeted level of cash distributions or year-to-year increases in cash distributions.  Any dividends to our stockholders have been and will be declared out of assets legally available for distribution.

50

Our investment objective is to maximize income and capital appreciation.  We expect to generate current income from the interest and preferred dividends on the debt and preferred securities, respectively, held in our portfolio companies.

The timing of any capital gains generated from the appreciation and sale of common stock we expect to receive in our portfolio companies cannot be predicted.  Although we expect to be able to pay dividends from the interest and preferred dividends we receive from our initial and follow-on investments, we do not expect to generate capital gains from the sale of our portfolio investments on a level or uniform basis from quarter to quarter.  This may result in substantial fluctuations in our quarterly dividend payments to stockholders.  In addition, since we expect to have an average holding period for our portfolio company investments of two to five  years, it is unlikely we will generate any capital gains during our initial years of operations and thus we are likely to pay dividends in our initial years of operation principally from interest and preferred dividends we receive from our initial and follow-on investments.  However, our ability to pay dividends in our initial years of operation will be based on our ability to invest our capital in suitable portfolio companies in a timely manner.

In addition, although we currently intend to distribute realized net capital gains (net long-term capital gains in excess of short-term capital losses), if any, at least annually, we may in the future decide to retain such capital gains for investment and elect to treat such gains as deemed distributions to you.  If this happens, you will be treated as if you had received an actual distribution of the capital gains we retain and reinvested the net after-tax proceeds in us.  In this situation, you would be eligible to claim a tax credit (or, in certain circumstances, a tax refund) equal to your allocable share of the tax we paid on the capital gains deemed distributed to you.  See "Certain U.S. Federal Income Tax Considerations." We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, to the extent that we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.

Beginning with our taxable year commencing November 1, 2014, we intend to elect to be treated, and intend to qualify annually thereafter, as a RIC under Subchapter M of the Code.  To obtain and maintain RIC tax treatment, we must, among other things, distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any.  In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute during each calendar year an amount at least equal to the sum of:  (i) 98% of our ordinary income for the calendar year, (ii) 98% of our capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year, and (iii) any ordinary income and net capital gains for preceding years that were not distributed during such years.

All distributions will be paid at the discretion of our Board of Directors and will depend on our earnings, our financial condition, maintenance of our RIC status, compliance with applicable business development company regulations and such other factors as our Board of Directors may deem relevant from time to time.  We cannot assure you that we will pay distributions to our stockholders in the future.  In the event that we encounter delays in locating suitable investment opportunities, we may pay all or a substantial portion of our distributions from the proceeds of the sales of our common stock in anticipation of future cash flow, which may constitute a return of our stockholders' capital.  Distributions from the proceeds of the sales of our common stock also could reduce the amount of capital we ultimately invest in interests of portfolio companies.  Our distributions may exceed our earnings, especially during the period before we have substantially invested the proceeds from the sale of our common stock.

51

Shares Eligible for Future Sale

As of August 19, 2014 we had 622,377 shares of common stock outstanding.  All of these shares are "restricted" securities under the meaning of Rule 144 promulgated under the Securities Act and may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including exemptions contained in Rule 144.  There is currently no trading market and we do not intend to develop a trading market for our shares.

Reports to Stockholders

We plan to furnish our stockholders with an annual report for each fiscal year ending October 31 containing financial statements audited by our independent registered public accounting firm.  Additionally, we intend to continue to comply with the periodic reporting requirements of the Exchange Act.

Item 10. Recent Sales of Unregistered Securities.

On December 20, 2013, the Adviser purchased 50 shares of our common stock at a price of $10.00 per share as our initial capital.  The issuance of our common stock to the Adviser was made in reliance upon certain exemptions from the registration requirements of the Securities Act including the exemptions under Section 4(a)(2) thereof.  In connection with our stock issuance to the Adviser, we did not pay any underwriting discounts or commissions. These shares were contributed to capital and cancelled after commencement of the Offering.

Between January 2, 2014 and August 19, 2014, we sold 622,377 shares of our common stock at a price of $10.00 per share.  We received net proceeds of $6,223,770 in connection with the Offering.  No commissions were paid on the sales.

The issuance of our common stock under the Offering was made in reliance upon certain exemptions from the registration requirements of the Securities Act including, without limitation, the exemptions under Section 4(a)(2) thereof, and Regulation D ("Regulation D") thereunder.  Our common stock was sold only to investors who were "accredited investors," as defined in Rule 501 promulgated under the Securities Act.  No general solicitation or advertising was used in connection with the sales of our common stock in the Offering.

None of the sales of securities described or referred to above was registered under the Securities Act.  As a result, a restrictive legend was placed on the stock certificates stating that the securities have not been registered under the Securities Act and cannot be sold or otherwise transferred without an effective registration or an exemption therefrom.

52

Item 11. Description of Registrant's Securities to be Registered.

The following summary description of our securities is not complete and is qualified in its entirety by reference to our Articles of Incorporation and Bylaws.

Capital Stock

Our authorized capital stock consists of 210,000,000 shares of $.0001 par value common stock and 10,000,000 shares of $0.0001 par value preferred stock, which we may issue in one or more series as determined by our Board of Directors.

As of August 19, 2014, there were 622,377 shares of common stock outstanding that are held of record by 40 shareholders.  There are no preferred shares outstanding.

Common Stock

Each holder of record of shares of our common stock is entitled to one vote for each share held on all matters properly submitted to the shareholders for their vote. Cumulative voting in the election of directors is not authorized by the Articles of Incorporation.

Our Board of Directors is divided into three classes of directors serving staggered three-year terms. The initial terms of the first, second and third classes expire in 2014, 2015, and 2016, respectively. Upon expiration of each initial term, directors of each class will be elected to serve for three-year terms and until their successors are duly elected and qualify. Each year one class of directors will be elected by the stockholders. A classified board may render a change in control of us or removal of our incumbent management more difficult. We believe, however, that the longer time required to elect a majority of a classified board of directors will help to ensure the continuity and stability of our management and policies.

Holders of outstanding shares of our common stock are entitled to those dividends declared by the Board of Directors out of legally available funds, and, in the event of our liquidation, dissolution or winding up of our affairs, holders are entitled to receive ratably our net assets available to the shareholders. Holders of our outstanding common stock have no preemptive, conversion or redemption rights. All of the issued and outstanding shares of our common stock are, and all unissued shares of our common stock, when offered and sold will be, duly authorized, validly issued, fully paid and non-assessable. To the extent that additional shares of our common stock may be issued in the future, the relative interests of the then existing shareholders may be diluted.

Preferred Stock

Our Board of Directors is authorized to issue from time to time, without shareholder authorization, in one or more designated series, any or all of the authorized but unissued shares of our preferred stock with such dividend, redemption, conversion and exchange provisions as may be provided by the Board of Directors with regard to such particular series. Any series of preferred stock may possess voting, dividend, liquidation and redemption rights superior to those of our common stock. The rights of the holders of our common stock will be subject to and may be adversely affected by the rights of the holders of any of our preferred stock that may be issued in the future. Issuance of a new series of preferred stock could make it more difficult for a third party to acquire, or discourage a third party from acquiring our outstanding shares of common stock and make removal of the Board of Directors more difficult. We have no shares of preferred stock currently issued and outstanding, and we have no present plans to issue any shares of preferred stock.

53

Dividends

Commencing May 2014 we began declaring and paying a monthly dividends on our common stock. While we hope to continue the monthly cash dividend to stockholders, any payment of cash dividends in the future on our common stock will be dependent upon our financial condition, results of operations, current and anticipated cash requirements, as well as other factors that the Board of Directors deems relevant.

Item 12. Indemnification of Directors and Officers.

The Colorado Business Corporations Act ("CBCA") permits a Colorado corporation to include in its articles a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except forliability: (i) for any breach of the director's duty of loyalty to the Corporation or to its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for acts specified under Section 7‑108‑403 of the CBCA or any amended or successor provision thereof, or (iv) for any transaction from which the director derived an improper personal benefit. Our articles contain such a provision which eliminates directors' and officers' liability to the maximum extent permitted by CBCA, subject to the requirements of the 1940 Act.

Our articles authorize us, to the maximum extent permitted by the CBCA and subject to the requirements of the 1940 Act, to indemnify indemnify any officer, employee, agent or director against liabilities (including the obligation to pay a judgment, settlement, penalty, fine or expense), incurred in a proceeding (including any civil, criminal or investigative proceeding) to which the person was a party by reason of such status. Such indemnity may be provided if the person's actions resulting in the liabilities: (i) were taken in good faith; (ii) were reasonably believed to have been in our best interest with respect to actions taken in the person's official capacity; (iii) were reasonably believed not to be opposed to our best interest with respect to other actions; and (iv) with respect to any criminal action, the director had no reasonable grounds to believe the actions were unlawful. Unless the person is successful upon the merits in such an action, indemnification may generally be awarded only after a determination of independent members of the Board of Directors or a committee thereof, by independent legal counsel or by vote of the shareholders that the applicable standard of conduct was met by the director to be indemnified. A director, employee, agent, or officer who is wholly successful, on the merits or otherwise, in defense of any proceeding to which he or she was a party, is entitled to receive indemnification against reasonable expenses, including attorneys' fees, incurred in connection with the proceeding.

In addition, a corporation may indemnify or advance expenses to an officer, employee or agent who is not a director to a greater extent than permitted for indemnification of directors, if consistent with law and if provided for by its articles of incorporation, bylaws, resolution of its shareholders or directors or in a contract.

54

In accordance with the 1940 Act, we will not indemnify any person for any liability to which such person would be subject by reason of such person's willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

We have entered into indemnification agreements with our directors.  The indemnification agreements provide our directors the maximum indemnification permitted under the CBCA and the 1940 Act.

Our insurance policy does not currently provide coverage for claims, liabilities and expenses that may arise out of activities that our present or former directors or officers have performed for another entity at our request.  There is no assurance that such entities will in fact carry such insurance.  However, we note that we do not expect to request our present or former directors or officers to serve another entity as a director, officer, partner or trustee unless we can obtain insurance providing coverage for such persons for any claims, liabilities or expenses that may arise out of their activities while serving in such capacities.

Item 13. Financial Statements and Supplementary Data.

Our unaudited financial statements for the period of inception (December 10, 2013) through July 31, 2014 are included in Item 15. Also included in Item 15 is our audited balance sheet as of June 30, 2014.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 15. Financial Statements and Exhibits.

The Financial Statements filed herewith are included commencing with the Index to Financial Statements with page F-1.

55

Integrity Capital Income Fund, Inc.

Index to Financial Statements

Audited Financial Statements

As of June 30, 2014

Report of Independent Registered Public Accounting Firm	F-1
Statement of Assets, Liabilities, and Net Assets	F-2
Schedule of Investments	F-3
Notes to Financial Statements	F-4

Unaudited Financial Statements

As of July 31, 2014 and for the period from December 10, 2013 (Date of inception) through July 31, 2014

Unaudited Statement of Assets, Liabilities and Net Assets	f-1
Unaudited Schedule of Investments	f-2
Unaudited Statement of Operations	f-3
Unaudited Statement of Shareholders' Equity	f-4
Unaudited Statement of Cash Flows	f-5
Unaudited Notes to Financial Statements	f-6

Report of Independent Registered Public Accounting Firm

To the Board of Directors and ShareholdersIntegrity Capital Income Fund, Inc.We have audited the accompanying statement of assets, liabilities, and net assets, including the schedule of investments, of Integrity Capital Income Fund, Inc. (the Company) as of June 30, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of investments owned as of June 30, 2014, by correspondence with the underlying fund advisor and third party debt issuers.  We believe that our audit provide a reasonable basis for our opinion.In our opinion, the financial statements referred to above presents fairly, in all material respects, the financial position of Integrity Capital Income Fund, Inc. as of June 30, 2014, in conformity with accounting principles generally accepted in the United States of America.

/s/ McGladrey LLP

Denver, Colorado

August 29, 2014

F-1

Integrity Capital Income Fund, Inc.

STATEMENT OF ASSETS, LIABILITIES AND NET ASSETS

AS OF JUNE 30, 2014

ASSETS:
Investments at fair value (cost $4,222,616)	$	4,222,616
Cash and cash equivalents		49,161
Due from affiliates, net		118,717
Interest receivable		19,906
Deferred tax asset		30,691
Total assets	$	4,441,091
LIABILITIES:
Taxes payable		40,739
Deferred loan origination fees income		75,083
Total liabilities		115,822
NET ASSETS	$	4,325,269
NET ASSETS REPRESENTED BY SHAREHOLDERS' EQUITY:
Common stock, par value $0.0001 per share, 200,000,000 shares authorized; 435,300 common shares issued and outstanding		44
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized; No preferred shares issued and outstanding		-
Paid-in capital in excess of par value		4,352,956
Undistributed net investment loss		(27,731	)
TOTAL SHAREHOLDERS' EQUITY	$	4,325,269
Net asset value per share	$	9.94

See notes to financial statements.

F-2

Integrity Capital Income Fund, Inc.

SCHEDULE OF INVESTMENTS

AS OF JUNE 30, 2014

Company	Purchase Date	Investment	Interest Rate		Units		Cost		Fair Value		% of Net Assets
All Pro Funding II, LLC	2/21/2014	Promissory note ($500,000 par due 12/2020)		11.00%			$	500,000	$	500,000		11.6%
Camel Parkwood, LLC	5/9/2014	Promissory note ($3,257,500 par due 5/2017)		11.00%				3,257,500		3,257,500		75.2%
Aequitas WRFF I, LLC	6/10/2014	Member Interest				500		465,116		465,116		10.8%
Total investments							$	4,222,616	$	4,222,616		97.6%

See notes to financial statements.

F-3

Integrity Capital Income Fund, Inc.

Notes to Financial Statements

1. ORGANIZATION

Integrity Capital Income Fund, Inc. (the "Company") was organized as a Colorado corporation on December 10, 2013 (Inception) and was initially funded on January 21, 2014 (commencement of operations). The Company's investment objective is to generate both current income and capital appreciation through debt and equity investments. The Company makes debt investments in companies that have the ability to pledge collateral for debt financing primarily in U.S.-based, private companies with an equity value of less than $250 million through first lien senior secured loans.

The Company is managed by Integrity Wealth Management, a division of Integrity Bank & Trust, a Colorado corporation (the "Adviser"), who also serves as the investment adviser and provides the Company with certain administrative services necessary to operate.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") as detailed in the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC").

Use of Estimates

Financial statements prepared on a GAAP basis require the Company to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes.  Actual results could differ from those estimates.  Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

Cash and Cash Equivalents

All highly liquid investments with an original maturity of three months or less are considered cash equivalents.  As of June 30, 2014, the Company held all cash in a cash account.  The Company periodically assesses the financial condition of their financial institutions where cash is held to assess the potential credit risk.

Investments

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. Unrealized gains or losses primarily reflect the change in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized.

As part of the valuation process, the Company may take into account the following types of factors, if relevant, in determining the fair value of the Company's investments: the enterprise value of a portfolio company (the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time), the nature and realizable value of any collateral, the portfolio company's ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company's securities to any similar publicly traded securities, changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments would trade in their principal markets and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company considers the pricing indicated by the external event to corroborate its valuation.

F-4

Integrity Capital Income Fund, Inc.

Notes to Financial Statements

Because there is not a readily available market value for most of the investments in its portfolio, the Company values substantially all of its portfolio investments at fair value as determined in good faith by the Adviser, as described herein. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company's investments may fluctuate from period to period. Additionally, the fair value of the Company's investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, the Company could realize significantly less than the value at which the Company has recorded it.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned.

Revenue Recognition

Interest income on debt investments is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts from and premiums to par value on securities purchased are accreted/amortized into interest income over the life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of discounts and amortization of premiums, if any.

Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies.

Fee income, such as structuring fees, origination, closing, commitment and other upfront fees are generally non-recurring and are recognized as revenue when earned. In instances where the Company does not perform significant services in connection with the related investment, fees paid to the Company may be deferred and amortized over the estimated life of the investment. Upon the prepayment of a loan or debt security, any prepayment penalties and unamortized loan origination, structuring, closing, commitment and other upfront fees are recorded as income.

Distributions received from underlying other limited partnerships are evaluated by the Advisor to determine if the distribution is income or a return of capital.  Distributions classified as a return of capital are a reduction in the cost basis of the investment.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities using tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.  We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.  If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

F-5

Integrity Capital Income Fund, Inc.

Notes to Financial Statements

Income tax expense (benefit) consists of the following for the period ended June 30, 2014:

Federal	8,347
State	1,701
	10,048

Current	40,739
Deferred	30,691
	10,048

The total provision for income taxes differs from the amount computed by applying the applicable statutory rates primarily due to state taxes and other differences as follows:

Expected at statutory rates	12,488
State taxes, net of federal benefit	1,123
Effect of Graduated Rates	(3,568	)
Nondeductible expenses	5
Other	-
	10,048

Net deferred tax assets consist of the following components as of June 30, 2014

Deferred tax assets:
Deferred loan origination	27,822
Orgainizational costs	2,869
	30,691

The Company classifies estimated interest and penalties associated with uncertain tax positions, if any, as a component of tax expense.

The Company currently has no unrecognized tax benefit.  There were no interest or penalties accrued at June 30, 2014.  The Advisor has analyzed the Company's tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken on returns.

The Company files federal and Colorado income tax returns.  All tax years since inception remain open to examination.

F-6

Integrity Capital Income Fund, Inc.

Notes to Financial Statements

3. RELATED PARTY AND AGREEMENTS

Investment Advisory and Management Agreement

The Company will pay the Adviser a fee for its investment advisory services under the Investment Advisory Agreement consisting of two components - a base management fee and an incentive fee. The cost of both the base management fee and any incentive fees earned by the Adviser will ultimately be borne by our common stockholders.

The base management fee (the "Base Fee") will be calculated at an annual rate of 1.5% of gross assets. The Base Fee will be payable quarterly in arrears, and will be calculated based on the value of gross assets at the end of the most recently completed calendar quarter, and appropriately adjusted for any equity capital raises or repurchases during the current calendar quarter. The Base Fee for any partial month or quarter will be appropriately prorated.

The Incentive Fee will be determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), commencing with the calendar year beginning January 1, 2014, and will equal 20% of "Net Investment Income" above 7.5% for the year. "Net Investment Income" is defined as all income accrued during the year minus operating expenses, Base Management Fee and expenses paid under the Investment Advisory Agreement. Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with payable-in-kind interest and zero coupon securities) accrued income not yet received in cash. Net Investment Income does include any realized capital gains, realized capital losses, or unrealized capital depreciation. It does not include unrealized capital appreciation.

For the period ended June 30, 2014, the Adviser earned $25,056 in base management fees. The Adviser, at its sole discretion, has elected to waive all earned management fees for the period ended June 30, 2014. There was no Incentive Fee for the period ended June 30, 2014.  These waived management fees cannot be recouped by the Advisor in future periods.

F-7

Integrity Capital Income Fund, Inc.

Notes to Financial Statements

Administration Agreement

Pursuant to the Investment Advisory Agreement, the Adviser will furnish the Company with equipment and clerical services, as well as certain administrative services. In addition, the Adviser will assist in managing portfolio collections, performing internal audit services, overseeing the preparation and filing of our tax returns, providing support for our risk management efforts and generally overseeing the payment of expenses and the performance of administrative and professional services rendered by others. The Company will reimburse the Adviser for the allocable portion of overhead and other expenses incurred by the Adviser in performing its administrative obligations under the Investment Advisory Agreement. The amount to be reimbursed will be determined by the Adviser and approved by the Company.  The Company entered into a Custody Agreement with Integrity Bank & Trust ("Custodian"), as affiliate of the Advisor, whereby the Custodian holds the Company's  assets (cash, securities and earnings therefrom) and  for a fee of .15% of the value of the custodied assets.

The Adviser has contractually agreed to reimburse the costs incurred in the organization of the company and offering of its shares. The Adviser will recoup these expenses over a period of three years, subject to an expense cap of 2.34% if the fund expense ratio is less than 2.34% the Adviser can then recoup the expenses from the Company.   The total amount of organization expenses reimbursed by the Adviser as of June 30, 2014 is $134,947. The Adviser will collect this amount over a period not to exceed three years.  As of June 30, 2014, the Company has a receivable from the Adviser for $121,939, for organization costs originally funded by the Company.

Through the normal course of business, the Adviser or an affiliate of the Adviser processes payments on behalf of the Company and then is reimbursed for expenses paid on behalf of the Company.  As of June 30, 2014, $3,222 is payable to the Adviser for such reimbursements, which is included in due from affiliates, net on the statement of Assets, Liabilities and Net Assets.

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's fair value accounting policies adhere to the provisions of ASC 820, Fair Value Measurements and Disclosures. ASC 820 establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.  Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company.  Unobservable inputs reflect the Company's assumption about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.  The fair value hierarchy is categorized into three levels based on the inputs as follows:

F-8

Integrity Capital Income Fund, Inc.

Notes to Financial Statements

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.  Valuation adjustments and block discounts are not applied to Level 1 securities.  Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.  Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined.

Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed.  Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3.  In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that is significant to the fair value measurement.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure.  Therefore, even when market assumptions are not readily available, the Company's own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date.

The Company invests in direct debt and equity securities that are not traded on a public market.  These securities are recorded at fair value as determined by the Company using the framework of ASC 820.  In addition, the Company has adopted written guidelines for determining the fair value of its investments for reporting in the accompanying financial statements.  Under these guidelines, investment valuations are reviewed on a quarterly basis and investments without readily available market values are valued at fair value as determined by the Company.  In the absence of readily ascertainable market values, the Company uses valuation techniques consistent with the market, income and cost approaches, as prescribed by ASC 820, in order to estimate the fair value of investments.  In all cases, the Company evaluates whether the valuation techniques used and the resultant fair value estimate is representative of what the most likely buyers of the company would also pay upon exit, and therefore, whether the value is deemed to be the price expected in an orderly transaction between market participants at the measurement date. 

The transaction price is typically the Company's best estimate of fair value at inception of the investment.  Ongoing reviews by the Company are based on an assessment of significant assumptions related to each underlying investment including incorporating valuations that consider the evaluation of financing and sale transactions with third parties, the financial condition and operating results of the portfolio company, achievement of technical milestones, and expected cash flows.  All investments at June 30, 2014 had no readily available market value and are included in Level 3 of the fair value hierarchy.

Under ASC 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. ASC 820 permits the Company, as a practical expedient, to estimate the fair value of investments in other limited partnerships based on the net asset value (NAV) per share, or its equivalent, if the NAV of such investments is calculated in a manner consistent with the measurement principles of ASC 946, Financial Services — Investment Companies. As such the Company's estimate of fair value is generally based on the NAV provided to the Company by each Investee Fund, supported by the independently audited financial statements of the Investee Fund, when available.

F-9

Integrity Capital Income Fund, Inc.

Notes to Financial Statements

The following tables present information about the Company's assets measured at fair value on a recurring basis at June 30, 2014.  The Company assesses the levels for the investments at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer in accordance with the Company's accounting policy regarding the recognitions of transfers between levels of the fair value hierarchy.  For the period ended June 30, 2014, there were no transfers in or out of Level 1, 2, and 3.

Assets Measured at Fair Value on a Recurring Basis at June 30, 2014

	Quoted Prices  in Active Markets for Identical  Assets		Significant Other Observable Inputs		Significant  Unobservable Inputs		Balance at June 30,
	(Level 1)		(Level 2)		(Level 3)		2014
Investments:
Debt Securities	$	-	$	-	$	3,757,500	$	3,757,500
Investment in Other Limited Partnership					$	465,116		465,116
Total	$	-	$	-	$	4,222,616	$	4,222,616

The Company does not have the ability to liquidate or redeem from its Other Limited Partnership investment and estimates that it will receive liquidating distributions from its investment over a period consistent with the investee limited partnership's estimated life plus available extension periods, which is currently eight years.  For investments in other limited partnerships, the Company will pay the management of such limited partnerships an annual management fee of up to 0.75% of committed capital and an annual incentive compensation of up to 7.5% of the annual realized and unrealized net income received by each respective investee limited partnership. These amounts will not be reflected as a direct expense of the Company, but rather as an adjustment to the valuation of the investment, which is recorded as unrealized gain or loss on the statement of operations. The Company's investments in other limited partnerships are stated at fair value.  The principal investment objective is to achieve attractive returns through opportunistic investments in distressed residential loans and property. Accordingly, investments in Other Limited Partnerships are classified as Level 3 in the ASC 820 fair value hierarchy.

Changes in Level 3 Assets Measured at Fair Value on a Recurring Basis

	Debt Securities		Investment in Other Limited Partnership		Total
Balance at December 10, 2013	$	-	$	-	$	-
Purchases of investments		3,757,500		465,116		4,222,616
Balance at June 30, 2014	$	3,757,500	$	465,116	$	4,222,616

Quantitative Information About Level 3 Fair Value Measurements

Below is a table summarizing the valuation techniques, the unobservable inputs used in the valuation, along with ranges used to determine the fair value of all Level 3 investments held at June 30, 2014.

Type of Security	Fair Value		Valuation Technique	Unobservable Input	Amount
Debt Securities	$	3,757,500	Yield Analysis (1)	Market Yield (1)		11%
(1)  Based on proximity to the valuation date, these methods generated a fair value that was consistent with cost.

F-10

Integrity Capital Income Fund, Inc.

Notes to Financial Statements

5. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company has made commitments to invest in certain other limited partnerships totaling $500,000.  The Company has funded $465,116 of this total commitment, thus has $34,884 remaining commitment as of June 30, 2014.

6. FINANCIAL HIGHLIGHTS

Per Share Data:	June 30, 2014
Net asset value at beginning of period	$	-
Issuance of common stock		10.00
Net investment income		0.10
Net realized and unrealized gain (loss)		-
Net increase in shareholder's equity		10.10
Shareholder dividends		(0.12	)
Income tax expense		(0.04	)
Net asset value at end of period	$	9.94
Shares outstanding at end of period		435,300
Ratio/Supplemental Data:
Weighted average net assets at end of period		3,711,716
Total return based on net asset value		1.00%
Ratio of gross operating expenses to average net assets (1)		6.71%
Waived or reimbursed expenses (1)		(4.37%	)
Ratio of net operating expenses to average net assets (1)		2.34%
Ratio of net investment income to average net assets (1)		2.26%
(1) The ratios have been annualized except for those expenses that are not recurring.

These financial highlights may not be indicitive at the future performance of the Company.

7. RISKS AND UNCERTAINTIES

The company in the normal course of business makes investments in financial instruments and derivatives where the risk of potential loss exists due to changes in the market (market risk), or failure or inability of the counterparty to a transaction to perform (credit and counterparty risk). See below for a detailed description of select principal risks.

Market Risk

Market risk is the company's investments in financial instruments and derivatives expose it to various risks such as, but not limited to, interest rate, foreign currency, and equity. Interest rate risk is the risk that a fixed income investment's value will change due to a change in the absolute level of interest rates, in the spread between two rates, in the shape of the yield curve or in any other interest rate relationship. Such changes usually affect securities inversely and can be reduced by diversifying (for example, investing in fixed- income securities with different durations) or hedging (for example, through an interest rate swap). The company manages this risk through its investments in interest rate swaps.

Equity Risk

Equity risk is the risk that the market values of equities, such as common stocks or equity related investments such as futures and options, may decline due to general market conditions, such as political or macroeconomic factors. Additionally, equities may decline in value due to specific factors affecting a related industry or industries. Equity securities and equity related investments generally have greater market price volatility than fixed income securities. The company manages equity risk through its investments in options and futures.

F-11

Integrity Capital Income Fund, Inc.

Notes to Financial Statements

Credit and Counterparty Risk

The Company is exposed to credit risk to counterparties with whom it transacts with and also bears the risk of settlement default. The company may lose money if the issuer or guarantor of a fixed income security, or the counterparty to a derivative instrument contract, repurchase agreement or securities lending is unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in credit ratings. The company minimizes concentrations of credit risk by undertaking transactions with a diverse population of counterparties with a history of good credit quality. Further, the company manages counterparty risk by entering into appropriate legally enforceable master netting agreements, or similar agreements which include provisions for offsetting positions, collateral, or both in the event of counterparty default or nonperformance.

8. INDEMNIFICATIONS

The Company has provided general indemnifications to the Adviser, any affiliate of the Adviser and any person acting on behalf of the Adviser or such affiliate when they act, in good faith, in the best interest of the Company. The Company is unable to develop an estimate of the maximum potential amount of future payments that could potentially result from any hypothetical future claim, but expects the risk of having to make any payments under these general business indemnifications to be remote.

9. SUBSEQUENT EVENTS

The Adviser has evaluated subsequent events through August 29, 2014, which represents the date the financial statements were available to be issued.

From July 1, 2014 through August 29, 2014 the Company sold an additional 192,077 shares at $10 per share.

F-12

Integrity Capital Income Fund, Inc.

Unaudited Financial Statement

As of July 31, 2014 and for the period from December 10, 2013 (Date of inception) through July 31, 2014

Integrity Capital Income Fund, Inc.

UNAUDITED STATEMENT OF ASSETS, LIABILITIES AND NET ASSETS

AS OF JULY 31, 2014

ASSETS:
Investments at fair value (cost $4,222,616)	$	4,222,616
Cash and cash equivalents		101,502
Due from affiliates, net		118,717
Interest receivable		24,490
Deferred tax asset		29,856
Total assets	$	4,497,181
LIABILITIES:
Taxes payable		53,703
Deferred loan origination fees income		72,875
Total liabilities		126,578
NET ASSETS	$	4,370,603
NET ASSETS REPRESENTED BY SHAREHOLDERS' EQUITY:
Common stock, par value $0.0001 per share, 200,000,000 shares authorized; 440,300 common shares issued and outstanding		44
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized; No preferred shares issued and outstanding		-
Paid-in capital in excess of par value		4,402,956
Undistributed net investment income		(32,397	)
TOTAL SHAREHOLDERS' EQUITY	$	4,370,603
Net asset value per share	$	9.93

See notes to financial statements

f-1

Integrity Capital Income Fund, Inc.

UNAUDITED SCHEDULE OF INVESTMENTS

AS OF JULY 31, 2014

Company	Purchase Date	Investment	Interest Rate		Units		Cost		Fair Value		% of Net Assets
All Pro Funding II, LLC	2/21/2014	Promissory note ($500,000 par due 12/2020)		11.00%			$	500,000	$	500,000		11.4%
Camel Parkwood, LLC	5/9/2014	Promissory note ($3,257,500 par due 5/2017)		11.00%				3,257,500		3,257,500		74.6%
Aequitas WRFF I, LLC	6/10/2014	Member Interest				500		465,116		465,116		10.6%
Total investments							$	4,222,616	$	4,222,616		96.6%

See notes to financial statements

f-2

Integrity Capital Income Fund, Inc.

UNAUDITED STATEMENT OF OPERATIONS

FOR THE PERIOD DECEMBER 10, 2013 (DATE OF INCEPTION) THROUGH JULY 31, 2014

INCOME:
Interest on investment	$	104,762
Bank income		25
Loan origination fees		6,625
Total income		111,412
EXPENSES:
Management fees		25,056
Professional fees		15,722
Organizational costs		13,008
Director fees		5,250
Marketing expenses		4,020
Other expenses		31
Total expenses		63,087
Management fees waived		(25,056	)
Net expenses		38,031
NET INVESTMENT INCOME		73,381
Income tax expense		23,847
NET INCREASE IN SHAREHOLDERS' EQUITY RESULTING FROM OPERATIONS	$	49,534
Net investment income per common share - basic	$	0.19
Earnings per common share - basic	$	0.13
Weighted average shares of common stock outstanding - basic		387,343

See notes to financial statements

f-3

Integrity Capital Income Fund, Inc.

UNAUDITED STATEMENT OF SHAREHOLDERS' EQUITY

FOR THE PERIOD DECEMBER 10, 2013 (DATE OF INCEPTION) THROUGH JULY 31, 2014

	Common Stock				Capital in  Excess of Par		Net  Investment			Accumulated Net Realized		Net Unrealized		Total  Shareholders'
	Shares		Amount		Value		Loss			Gain		Appreciation		Equity
BALANCE — December 10, 2013		-		-		-		-			-		-		-
Issuance of common stock		440,300		44		4,402,956		-			-		-		4,403,000
Net investment income		-		-		-		49,534			-		-		49,534
Dividends ($0.19 per share)		-		-		-		(81,931	)		-		-		(81,931	)
BALANCE — July 31, 2014		440,300		44		4,402,956		(32,397	)		-		-		4,370,603

See notes to financial statements

f-4

Integrity Capital Income Fund, Inc.

UNAUDITED STATEMENT OF CASH FLOWS

FOR THE PERIOD DECEMBER 10, 2013 (DATE OF INCEPTION) THROUGH JULY 31, 2014

CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase in shareholders' equity resulting from operations	$	49,534
Adjustments to reconcile net increase in shareholders' equity resulting from
operations to net cash used in operating activities:
Purchase of investments		(4,222,616	)
Change in assets and liabilities:
Due from affiliates		(118,717	)
Deferred tax asset		(29,856	)
Interest receivable		(24,490	)
Taxes payable		53,703
Deferred loan origination fees		72,875
Net cash used in operating activities		(4,219,567	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuances of common stock		4,403,000
Dividends Paid		(81,931	)
Net cash provided by financing activities		4,321,069
NET CHANGE IN CASH AND CASH EQUIVALENTS		101,502
CASH AND CASH EQUIVALENTS — Beginning of period		-
CASH AND CASH EQUIVALENTS — End of period	$	101,502
SUPPLEMENTAL DISCLOSURE:
Taxes, including excise tax, paid during the period	$	-
Dividends declared and payable during the period	$	(81,931	)

See notes to financial statements

f-5

Integrity Capital Income Fund, Inc.

Notes to Financial Statements

1. ORGANIZATION

Integrity Capital Income Fund, Inc. (the "Company") was organized as a Colorado corporation on December 10, 2013 (Inception) and was initially funded on January 21, 2014 (commencement of operations). The Company's investment objective is to generate both current income and capital appreciation through debt and equity investments. The Company makes debt investments in companies that have the ability to pledge collateral for debt financing primarily in U.S.-based, private companies with an equity value of less than $250 million through first lien senior secured loans.

The Company is managed by Integrity Wealth Management, a division of Integrity Bank & Trust, a Colorado corporation (the "Adviser"), who also serves as the investment adviser and provides the Company with certain administrative services necessary to operate.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") as detailed in the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC").

Use of Estimates

Financial statements prepared on a GAAP basis require the Company to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes.  Actual results could differ from those estimates.  Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

Cash and Cash Equivalents

All highly liquid investments with an original maturity of three months or less are considered cash equivalents.  As of July 31, 2014, the Company held all cash in a cash account.  The Company periodically assesses the financial condition of their financial institutions where cash is held to assess the potential credit risk.

Investments

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. Unrealized gains or losses primarily reflect the change in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized.

As part of the valuation process, the Company may take into account the following types of factors, if relevant, in determining the fair value of the Company's investments: the enterprise value of a portfolio company (the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time), the nature and realizable value of any collateral, the portfolio company's ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company's securities to any similar publicly traded securities, changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments would trade in their principal markets and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company considers the pricing indicated by the external event to corroborate its valuation.

f-6

Integrity Capital Income Fund, Inc.

Notes to Financial Statements

Because there is not a readily available market value for most of the investments in its portfolio, the Company values substantially all of its portfolio investments at fair value as determined in good faith by the Adviser, as described herein. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company's investments may fluctuate from period to period. Additionally, the fair value of the Company's investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, the Company could realize significantly less than the value at which the Company has recorded it.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned.

Revenue Recognition

Interest income on debt investments is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts from and premiums to par value on securities purchased are accreted/amortized into interest income over the life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of discounts and amortization of premiums, if any.

Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies.

Fee income, such as structuring fees, origination, closing, commitment and other upfront fees are generally non-recurring and are recognized as revenue when earned. In instances where the Company does not perform significant services in connection with the related investment, fees paid to the Company may be deferred and amortized over the estimated life of the investment. Upon the prepayment of a loan or debt security, any prepayment penalties and unamortized loan origination, structuring, closing, commitment and other upfront fees are recorded as income.

Distributions received from underlying other limited partnerships are evaluated by the Advisor to determine if the distribution is income or a return of capital. Distributions classified as a return of capital are a reduction in the cost basis of the investment.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities using tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.  We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.  If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

f-7

Integrity Capital Income Fund, Inc.

Notes to Financial Statements

Income tax expense (benefit) consists of the following for the period ended July 31, 2014:

Federal	20,449
State	3,398
	23,847

Current	53,703
Deferred	(29,856	)
	23,847

The total provision for income taxes differs from the amount computed by applying the applicable statutory rates primarily due to state taxes and other differences as follows:

Expected at statutory rates	24,950
State taxes, net of federal benefit	2,243
Effect of Graduated Rates	(3,351	)
Nondeductible expenses	5
Other	-
	23,847

Net deferred tax assets consist of the following components as of July 31, 2014

Deferred tax assets:
Deferred loan origination	27,003
Orgainizational costs	2,853
	29,856

The Company classifies estimated interest and penalties associated with uncertain tax positions, if any, as a component of tax expense.

The Company currently has no unrecognized tax benefit.  There were no interest or penalties accrued at July 31, 2014. The Advisor has analyzed the Company's tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken on returns.

The Company files federal and Colorado income tax returns.  All tax years since inception remain open to examination.

f-8

Integrity Capital Income Fund, Inc.

Notes to Financial Statements

3. RELATED PARTY AND AGREEMENTS

Investment Advisory and Management Agreement

The Company will pay the Adviser a fee for its investment advisory services under the Investment Advisory Agreement consisting of two components - a base management fee and an incentive fee. The cost of both the base management fee and any incentive fees earned by the Adviser will ultimately be borne by our common stockholders.

The base management fee (the "Base Fee") will be calculated at an annual rate of 1.5% of gross assets. The Base Fee will be payable quarterly in arrears, and will be calculated based on the value of gross assets at the end of the most recently completed calendar quarter, and appropriately adjusted for any equity capital raises or repurchases during the current calendar quarter. The Base Fee for any partial month or quarter will be appropriately prorated.

The Incentive Fee will be determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), commencing with the calendar year beginning January 1, 2014, and will equal 20% of "Net Investment Income" above 7.5% for the year. "Net Investment Income" is defined as all income accrued during the year minus operating expenses, Base Management Fee and expenses paid under the Investment Advisory Agreement. Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with payable-in-kind interest and zero coupon securities) accrued income not yet received in cash. Net Investment Income does include any realized capital gains, realized capital losses, or unrealized capital depreciation. It does not include unrealized capital appreciation.

For the period ended July 31, 2014, the Adviser earned $25,056 in base management fees. The Adviser, at its sole discretion, has elected to waive all earned management fees for the period ended July 31, 2014. There was no Incentive Fee for the period ended July 31, 2014.  These waived management fees cannot be recouped by the Advisor in future periods.

f-9

Integrity Capital Income Fund, Inc.

Notes to Financial Statements

Administration Agreement

Pursuant to the Investment Advisory Agreement, the Adviser will furnish the Company with equipment and clerical services, as well as certain administrative services. In addition, the Adviser will assist in managing portfolio collections, performing internal audit services, overseeing the preparation and filing of our tax returns, providing support for our risk management efforts and generally overseeing the payment of expenses and the performance of administrative and professional services rendered by others. The Company will reimburse the Adviser for the allocable portion of overhead and other expenses incurred by the Adviser in performing its administrative obligations under the Investment Advisory Agreement.  The amount to be reimbursed will be determined by the Adviser and approved by the Company. The Company entered into a Custody Agreement with Integrity Bank & Trust ("Custodian"), as affiliate of the Advisor, whereby the Custodian holds the Company's assets (cash, securities and earnings therefrom) for a fee of .15% of the value of the custodied assets.

The Adviser has contractually agreed to reimburse the costs incurred in the organization of the company and offering of its shares. The Adviser will recoup these expenses over a period of three years, subject to an expense cap of 2.34% if the fund expense ratio is less than 2.34% the Adviser can then recoup the expenses from the Company.  The total amount of organization expenses reimburse by the Adviser as of July 31, 2014 is $134,947. The Adviser will collect this amount over a period not to exceed three years.  As of July 31, 2014, the Company has a receivable from the Adviser for $121,939, for organization costs originally funded by the Company.

Through the normal course of business, the Adviser or an affiliate of the Adviser processes payments on behalf of the Company and then is reimbursed for expenses paid on behalf of the Company.  As of July 31, 2014, $3,222 is payable to the Adviser for such reimbursements, which is included in due from affiliates, net of the statement of Assets, Liability and Net Assets.

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's fair value accounting policies adhere to the provisions of ASC 820, Fair Value Measurements and Disclosures. ASC 820 establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.  Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company.  Unobservable inputs reflect the Company's assumption about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.  The fair value hierarchy is categorized into three levels based on the inputs as follows:

f-10

Integrity Capital Income Fund, Inc.

Notes to Financial Statements

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.  Valuation adjustments and block discounts are not applied to Level 1 securities.  Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.  Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined.

Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed.  Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3.  In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that is significant to the fair value measurement.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure.  Therefore, even when market assumptions are not readily available, the Company's own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date.

The Company invests in direct debt and equity securities that are not traded on a public market.  These securities are recorded at fair value as determined by the Company using the framework of ASC 820.  In addition, the Company has adopted written guidelines for determining the fair value of its investments for reporting in the accompanying financial statements.  Under these guidelines, investment valuations are reviewed on a quarterly basis and investments without readily available market values are valued at fair value as determined by the Company.  In the absence of readily ascertainable market values, the Company uses valuation techniques consistent with the market, income and cost approaches, as prescribed by ASC 820, in order to estimate the fair value of investments.  In all cases, the Company evaluates whether the valuation techniques used and the resultant fair value estimate is representative of what the most likely buyers of the company would also pay upon exit, and therefore, whether the value is deemed to be the price expected in an orderly transaction between market participants at the measurement date.

The transaction price is typically the Company's best estimate of fair value at inception of the investment.  Ongoing reviews by the Company are based on an assessment of significant assumptions related to each underlying investment including incorporating valuations that consider the evaluation of financing and sale transactions with third parties, the financial condition and operating results of the portfolio company, achievement of technical milestones, and expected cash flows.  All investments at July 31, 2014 had no readily available market value and are included in Level 3 of the fair value hierarchy.

Under ASC 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. ASC 820 permits the Company, as a practical expedient, to estimate the fair value of investments in other limited partnerships based on the net asset value (NAV) per share, or its equivalent, if the NAV of such investments is calculated in a manner consistent with the measurement principles of ASC 946, Financial Services — Investment Companies. As such the Company's estimate of fair value is generally based on the NAV provided to the Company by each Investee Fund, supported by the independently audited financial statements of the Investee Fund, when available.

f-11

Integrity Capital Income Fund, Inc.

Notes to Financial Statements

The following tables present information about the Company's assets measured at fair value on a recurring basis at July 31, 2014.  The Company assesses the levels for the investments at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer in accordance with the Company's accounting policy regarding the recognitions of transfers between levels of the fair value hierarchy.  For the period ended July 31, 2014, there were no transfers in or out of Level 1, 2, and 3.

Assets Measured at Fair Value on a Recurring Basis at July 31, 2014

	Quoted Prices in Active Markets for  Identical Assets		Significant Other Observable  Inputs		Significant  Unobservable Inputs		Balance at July 31
	(Level 1)		(Level 2)		(Level 3)		2014
Investments:
Debt Securities	$	-	$	-	$	3,757,500	$	3,757,500
Investment in Other Limited Partnership					$	465,116		465,116
Total	$	-	$	-	$	4,222,616	$	4,222,616

The Company does not have the ability to liquidate or redeem from its Other Limited Partnership investment and estimates that it will receive liquidating distributions from its investment over a period consistent with the investee limited partnership's estimated life plus available extension periods, which is currently eight years.  For investments in other limited partnerships, the Company will pay the management of such limited partnerships an annual management fee of up to 0.75% of committed capital and an annual incentive compensation of up to 7.5% of the annual realized and unrealized net income received by each respective investee limited partnership. These amounts will not be reflected as a direct expense of the Company, but rather as an adjustment to the valuation of the investment, which is recorded as unrealized gain or loss on the statement of operations. The Company's investments in other limited partnerships are stated at fair value.  The principal objective of the investment in other limited partnership is to achieve attractive returns through opportunistic investments in distressed residential loans and properties.  Acordingly, investments in Other Limited Partnerships are classified as Level 3 in the ASC 820 fair value hierarchy.

Changes in Level 3 Assets Measured at Fair Value on a Recurring Basis

	Debt Securities		Investment in Other Limited Partnership		Total
Balance at December 10, 2013	$	-	$	-	$	-
Purchases of investments		3,757,500		465,116		4,222,616
Balance at July 31, 2014	$	3,757,500	$	465,116	$	4,222,616

Quantitative Information About Level 3 Fair Value Measurements

Below is a table summarizing the valuation techniques, the unobservable inputs used in the valuation, along with ranges used to determine the fair value of all Level 3 investments held at July 31, 2014.

Type of Security	Fair Value		Valuation Technique	Unobservable Input	Amount
Debt Securities	$	3,757,500	Yield Analysis (1)	Market Yield (1)		11%
(1) Based on proximity to the valuation date, these methods generated a fair value that was consistent with cost.

f-12

Integrity Capital Income Fund, Inc.

Notes to Financial Statements

5. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company has made commitments to invest in certain other limited partnerships totaling $500,000.  The Company has funded $465,116 of this total commitment, thus has $34,884 remaining commitment as of July 31, 2014.

6. EARNINGS PER SHARE

The following information sets forth the computation of basic net increase in net assets per share (earnings per share) resulting from operations for the period ended July 31, 2014.

	Period ended
	July 31, 2014
Earnings per share - basic:
Net increase in net assets resulting from operations	$	49,534
Weighted average shares outstanding - basic		387,343
Earnings per share - basic:	$	0.13

7. FINANCIAL HIGHLIGHTS

Per Share Data:	July 31, 2014
Net asset value at beginning of period	$	-
Issuance of common stock		10.00
Net investment income		0.19
Net realized and unrealized gain (loss)		-
Net increase in shareholder's equity		10.19
Shareholder dividends		(0.19	)
Income tax expense		(0.07	)
Net asset value at end of period	$	9.93
Shares outstanding at end of period		440,300
Ratio/Supplemental Data:
Weighted average net assets at end of period		3,809,582
Total return based on net asset value		1.90%
Ratio of gross operating expenses to average net assets (1)		6.05%
Waived or reimbursed expenses (1)		(4.14%	)
Ratio of net operating expenses to average net assets (1)		1.91%
Ratio of net investment income to average net assets		3.68%
(1) The ratios have been annualized except for those expenses that are not recurring.

These financial highlights may not be indicative of the future performance of the Company.

8. RISKS AND UNCERTAINTIES

The company in the normal course of business makes investments in financial instruments and derivatives where the risk of potential loss exists due to changes in the market (market risk), or failure or inability of the counterparty to a transaction to perform (credit and counterparty risk). See below for a detailed description of select principal risks.

f-13

Integrity Capital Income Fund, Inc.

Notes to Financial Statements

Market Risk

Market risk is the company's investments in financial instruments and derivatives expose it to various risks such as, but not limited to, interest rate, foreign currency, and equity. Interest rate risk is the risk that a fixed income investment's value will change due to a change in the absolute level of interest rates, in the spread between two rates, in the shape of the yield curve or in any other interest rate relationship. Such changes usually affect securities inversely and can be reduced by diversifying (for example, investing in fixed- income securities with different durations) or hedging (for example, through an interest rate swap). The company manages this risk through its investments in interest rate swaps.

Equity Risk

Equity risk is the risk that the market values of equities, such as common stocks or equity related investments such as futures and options, may decline due to general market conditions, such as political or macroeconomic factors. Additionally, equities may decline in value due to specific factors affecting a related industry or industries. Equity securities and equity related investments generally have greater market price volatility than fixed income securities. The company manages equity risk through its investments in options and futures.

Credit and Counterparty Risk

The Company is exposed to credit risk to counterparties with whom it transacts with and also bears the risk of settlement default. The company may lose money if the issuer or guarantor of a fixed income security, or the counterparty to a derivative instrument contract, repurchase agreement or securities lending is unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in credit ratings. The company minimizes concentrations of credit risk by undertaking transactions with a diverse population of counterparties with a history of good credit quality. Further, the company manages counterparty risk by entering into appropriate legally enforceable master netting agreements, or similar agreements which include provisions for offsetting positions, collateral, or both in the event of counterparty default or nonperformance.

9. INDEMNIFICATIONS

The Company has provided general indemnifications to the Adviser, any affiliate of the Adviser and any person acting on behalf of the Adviser or such affiliate when they act, in good faith, in the best interest of the Company. The Company is unable to develop an estimate of the maximum potential amount of future payments that could potentially result from any hypothetical future claim, but expects the risk of having to make any payments under these general business indemnifications to be remote.

10. SUBSEQUENT EVENTS

From August 1, 2014 through August 29, 2014 the Company sold an additional 187,077 shares at $10 per share.

f-14

Exhibits

INDEX TO EXHIBITS

Exhibit Number	Exhibit Description
3.1	Articles of Incorporation*
3.2	By-laws*
10.1	Form of Securities Purchase Agreement for Investors in the Offering*
10.2	Advisory Agreement between the Company and the Adviser*
10.3	License Agreement between the Company and the Adviser *
10.4	Form of Indemnification Agreement for Directors*
10.5	Custody Agreement between the Company and Integrity Bank & Trust *

*Filed herewith.

56

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 29, 2014	Integrity Capital Income Fund, Inc.
	By:	/s/ Eric Davis
	Name:	Eric Davis
	Title:	President, Chief Investment Officer and Chief Compliance Officer

By:	/s/ Randall Rush
Name:	Randall Rush
Title:	Chief Financial Officer and Treasurer

57

EX-3.1

Exhibit 3.1

  Document must be filed electronically    Paper documents will not be accepted. Fees & forms are subject to change. For more information, visitt www.sos.state.co.us   E-Filed     Colorado Secretary of State Date and Time: 12/10/2013 11:18 AM ID Number: 20131707996   Document number: 20131707996 Amount Paid: $50.00

ABOVE SPACE FOR OFFICE USE ONLY

Articles of Incorporation for a Profit Corporation

filed pursuant to §7-102-101, et seq. and §7-102-103 of the Colorado Revised Statutes (C.R.S.)

1.The domestic entity name for the corporation is	Integrity Capital Income Fund, Inc.
	(The name of a corporation must contain the term or abbreviation “corporation”, “incorporated”, “company”, “limited”, “corp.”, inc.”, “co.” or “ltd.”. See §7-90­601, C.R.S. If the corporation is a professional or special purpose corporation, other law may apply.)

(Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information.)

2.The principal office address of the corporation’s initial principal office is
Street address	13540 Meadowgrass Drive
	(Street name and number) Suite 100
	Colorado Springs                   CO                                80921
	(City)(State)(Postal/Zip Code)
	United States
	(Province - if applicable)(Country - if not US)

Mailing address
(leave blank if same as street address)
	(Street number and name or Post Office Box information)
	(City)(State) (Postal/Zip Code)
	(Province - if applicable)                            (Country)

3.The registered agent name and registered agent address of the corporation’s initial registered agent are  Name
(if an individual)	Mehringer                      Theresa                                              M.
OR	(Last) (First) (Middle) (Suffix)
(if an entity)  (Caution: Do not provide both an indivitudal and an entity name)
Street address	6400 S Fiddlers Green Circle
	Suite 1000
	Greenwood Village            CO 80111
	(City) (State) (Postal/Zip Code)
	United States
	(Province - if applicable) (Country - if not US)

Mailing address
(leave blank if same as street address)
	(Street number and name or Post Office Box information)
	CO
	(City)(State)                (Postal/Zip Code)

(The following statement is adopted by marking the box.)

þ The person appointed as registered agent above has consented to being so appointed.

4. The true name and mailing address of the incorporator are:

Name
(if an individual)	Mehringer               Theresa                      M.
OR	(Last)(First)(Middle)(Suffix)
(if an entity) (Caution: Do not provide both an indivitudal and an entity name)
Mailing address	6400 S Fiddlers Green Circle
	Suite 1000
	Greenwood Village                   CO                                    80111
	(City)                                    (State)(Postal/Zip Code)
	United States
	(Province - if applicable)(Country - if not US)

 (If the following statement applies, adopt the statement by marking the box and include an attachment.)

o The corporation has one or more additional incorporators and the name and mailing address of each additional incorporator are stated in an attachment.

5.   The classes of shares and number of shares of each class that the corporation is authorized to issue are as follows.

 (If the following statement applies, adopt the statement by marking the box and enter the number of shares.)

o The corporation is authorized to issue  common shares that shall have unlimited voting rights and are entitled to receive the net assets of the corporation upon dissolution.

 (If the following statement applies, adopt the statement by marking the box and include an attachment.)

þ    Additional information regarding shares as required by section 7-106-101, C.R.S., is included in an attachment.

(Caution: At least one box must be marked. Both boxes may be marked, if applicable.)

6.   (If the following statement applies, adopt the statement by marking the box and include an attachment.)

þ     This document contains additional information as provided by law.

7. (Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.)

(If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.)

The delayed effective date and, if applicable, time of this document is/are ________________________________________

(mm/dd/yyyy hour:minute am/pm)

Notice:

Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered.

8. The true name and mailing address of the individual causing the document to be delivered for filing are:

Mehringer                   Theresa                   M.

(Last)                    (First)(Middle)(Suffix)

6400 S Fiddlers Green Circle

Suite 1000

Greenwood Village       CO                        80111

(City)                       (State)             (Postal/Zip Code)

                                                     United States

(Province - if applicable)(Country - if not US)

 (If the following statement applies, adopt the statement by marking the box and include an attachment.)

o This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing.

Disclaimer:

This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s).

ADDITIONAL PROVISIONS TO THE

ARTICLES OF INCORPORATION

OF

INTEGRITY CAPITAL INCOME FUND, INC.

ARTICLE I

CAPITAL

The aggregate number of shares of all classes of capital stock which this corporation (the "Corporation") shall have authority to issue is 210,000,000 shares, of which 10,000,000 shares shall be shares of preferred stock, par value of $0.0001 per share (the "Preferred Stock"), and 200,000,000 shares shall be shares of common stock, par value of $0.0001 per share (the "Common Stock").

Preferred Stock.  The designations, preferences, limitations, restrictions, and relative rights of the Preferred Stock, and variations in the relative rights and preferences as between different series shall be established in accordance with the Colorado Business Corporation Act by the board of directors of the Corporation (the "Board of Directors").

Except for such voting powers with respect to the election of directors or other matters as may be stated in the resolutions of the Board of Directors creating any series of Preferred Stock, the holders of any such series shall have no voting power.

Common Stock.  The holders of Common Stock shall have and possess all rights as shareholders of the Corporation, including such rights as may be granted elsewhere by these Articles of Incorporation, except as such rights may be limited herein, or by the preferences, privileges and voting powers, and the restrictions and limitations of the Preferred Stock.

Subject to preferential dividend rights, if any, of the holders of Preferred Stock, dividends on the Common Stock may be declared by the Board of Directors and paid out of any funds legally available therefor at such times and in such amounts as the Board of Directors shall determine.

The capital stock, after the amount of the subscription price has been paid in, shall not be subject to assessment to pay the debts of the Corporation.

Any stock of the Corporation may be issued for money, property, services rendered, labor done, cash advances for the Corporation, or for any other assets of value in accordance with the action of the Board of Directors, whose judgment as to value received in return therefor shall be conclusive and said stock when issued shall be fully paid and nonassessable.  Shareholders of the Corporation do not have a preemptive right to acquire unissued shares of the Corporation's capital stock.

1

ARTICLE II

DIRECTORS

Number of Directors.  The number of directors of the Corporation shall be no less than three and no more than nine, with the number of directors serving to be fixed by resolution of the Board of Directors.  A majority of the Board of Directors shall be independent directors.  A director is considered independent if he or she is not an "interested person" as that term is defined under Section 2(a)(19) of the Investment Company Act of 1940.

Classes of Directors.  The Board of Directors shall be divided into three classes, designated Class A, Class B and Class C, as nearly equal in number as possible, and the term of office of directors of one class shall expire at each annual meeting of shareholders, and in all cases as to each director such term shall extend until his or her successor shall be elected and shall qualify or until his or her earlier resignation, removal from office, death or incapacity.  Additional directorships resulting from an increase in number of directors shall be apportioned among the classes as equally as possible.  The initial term of office of directors of Class A shall expire at the annual meeting of shareholders in 2014, the initial term of office of directors of Class B shall expire at the annual meeting of shareholders in 2015, and the initial term of office of directors of Class C shall expire at the annual meeting of shareholders in 2016.  At each annual meeting of shareholders a number of directors equal to the number of directors of the class whose term expires at the time of such meeting (or, if less, the number of directors properly nominated and qualified for election) shall be elected to hold office until the third succeeding annual meeting of shareholders after their election.

At each annual election, directors chosen to succeed those whose terms then expire shall be of the same class as the directors they succeed, unless by reason of any intervening changes in the authorized number of directors, the Board of Directors shall designate one or more directorships whose term then expires as directorships of another class in order to more nearly achieve equality of number of directors among the classes.

Notwithstanding the rule that the three classes shall be as nearly equal in number of directors as possible, in the event of any change in the authorized number of directors, each director then continuing to serve as such shall nevertheless continue as a director of the class of which such director is a member until the expiration of his or her current term, or his or her prior death, resignation or removal.  Any newly created directorship shall, consistently with the rule that the three classes shall be as nearly equal in number of directors as possible, be allocated by the Board of Directors to that of the available class whose term of office is due to expire at the latest date following such allocation.

Vacancies.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.  Any directorship to be filled by reason of an increase in the number of directors may be filled by election of the Board of Directors for a term of office continuing only until the next election of that class of directors by the shareholders.

2

ARTICLE III

INDEMNIFICATION

The Corporation shall indemnify, to the fullest extent permitted by applicable law and the Investment Company Act of 1940, any person, and the estate and personal representative of any such person, against all liability and expense (including attorneys' fees) incurred by reason of the fact that he is or was a director or officer of the Corporation or, while serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity or of an employee benefit plan.  The Corporation also shall indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary, or agent, and that person's estate and personal representative, to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible.

ARTICLE IV

LIMITATION OF DIRECTOR LIABILITY

A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability: (i) for any breach of the director's duty of loyalty to the Corporation or to its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for acts specified under Section 7‑108‑403 of the Colorado Business Corporation Act or any amended or successor provision thereof, or (iv) for any transaction from which the director derived an improper personal benefit.  If the Colorado Business Corporation Act is amended after this Article IV is adopted to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Colorado Business Corporation Act, as so amended.

Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE V

MEETINGS OF SHAREHOLDERS & VOTE

Meetings of shareholders shall be held at such time and place as provided in the bylaws of the Corporation.  At all meetings of the shareholders, one-third of all votes entitled to be cast at the meeting shall constitute a quorum.  If a quorum is present, the affirmative vote of a majority of the votes cast on the subject matter shall be the act of the shareholders, unless the vote of a greater proportion or voting by classes is otherwise required by statute.

3

ARTICLE VI

NO CUMULATIVE VOTING

There shall be no cumulative voting for the election of directors.

ARTICLE VII

ACTION BY SHAREHOLDERS

Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a written consent (or counterparts thereof) that sets forth the action so taken is signed by the shareholders having the minimum number of votes necessary to authorize or take such action at a meeting at which all of the shares entitled to vote thereon were present and voted.

ARTICLE VIII

PERIODIC REPURCHASE RIGHTS

(a)The rights described in this Article VIII shall not apply until 12 months after the effective date of the Corporation's Form 10 filed with the U.S. Securities and Exchange Commission (the "SEC").  The Corporation will offer to repurchase up to 2.5% of the weighted average number of shares of Common Stock outstanding in the prior four calendar quarters from the holders thereof on the fifth business day following the date that the Corporation files its Form 10-K or Form 10-Q with the SEC (each a "Repurchase Date"), or on such other date and time as determined by the Board of Directors of the Corporation and disclosed to the holders of the Common Stock through any means reasonably designed to promptly inform the holders of the Common Stock thereof, at a price per share of Common Stock equal to the net asset value per share of the Common Stock as disclosed in the Corporation's most recently filed Form 10-K or Form 10-Q; provided, however, that the number of shares of Common Stock to be repurchased by the Corporation under this Article VIII during any calendar year shall be limited to the number of shares of Common Stock that the Corporation can repurchase with the proceeds it receives from the sale of shares of Common Stock under the Corporation's dividend reinvestment plan in effect at such time, unless the Board of Directors of the Corporation determines to dispense with this limitation.  The Corporation shall repurchase shares of Common Stock under this Article VIII on a pro rata basis from among the requests for repurchase received by it in the event that it cannot satisfy all repurchase requests made by holders of Common Stock because of any of the limitations set forth herein.  For avoidance of doubt, no holder of Common Stock shall be obligated to tender or otherwise present any shares of Common Stock for repurchase by the Corporation pursuant to the provisions of this Article VIII, but may elect to do so subject to the terms and conditions contained in this Article VIII and otherwise specified by the Corporation in connection therewith.

(b)The Board of Directors of the Corporation shall have the right to suspend or terminate any repurchase to be made under this Article VIII to the extent that such repurchase would cause the Corporation to violate federal law or the Colorado Business Corporation Act or otherwise to suspend or terminate the repurchase right and all of the Corporation's obligations set forth in this Article VIII to the extent that it determines that such repurchase would impair the Corporation's capital or operations or that it is in the best interest of the Corporation to do so.  The Corporation shall promptly notify the holders of Common Stock of any changes to the repurchase right and the Corporation's obligations under this Article VIII, including any suspension or termination referred in this Article VIII, through any means reasonably designed to inform the holders of the Common Stock thereof.

4

(c)A holder of Common Stock shall have the right to tender and withdraw or rescind a repurchase request in connection with the repurchase right set forth in this Article VIII at any time prior to the applicable Repurchase Date.  All payments required to be made by the Corporation in accordance with this Article VIII shall be made within twenty business days following the Repurchase Date.  The Corporation shall develop any other procedures necessary to effectuate the repurchase right set forth in this Article VIII, including the form of repurchase requests holders of Common Stock are required to tender to the Corporation in connection with each repurchase in accordance with this Article VIII, and inform the holders of Common Stock through any means reasonably designed to inform the holders of the Common Stock thereof at least three business days prior to the applicable Repurchase Date.

(d)The repurchase right and all of the Corporation's obligations set forth in this Article VIII will terminate on the date that the Common Stock is listed on a national securities exchange, is included for quotation in a national securities market or, in the sole determination of the Board of Directors of the Corporation, a secondary trading market for the Common Stock otherwise develops.

(e)All shares of Common Stock to be repurchased in accordance with this Article VIII must be (i) fully transferable and not be subject to any liens or other encumbrances and (ii) free from any restrictions on transfer.  If the Corporation determines that a lien or other encumbrance or restriction exists against the shares of Common Stock, the Corporation shall have no obligation to repurchase, and shall not repurchase, any of the shares of Common Stock subject to the lien or other encumbrance or restriction.

5

EX-3.2

Exhibit 3.2

BYLAWS

OF

INTEGRITY CAPITAL INCOME FUND, INC.

Adopted December 10, 2013

ARTICLE I OFFICES

Section 1.1 Principal Office.  The principal office of the corporation shall be located as designated by the Board of Directors, either within or without the State of Colorado.  The corporation may have such other offices, either within or without the State of Colorado, as the Board of Directors may designate or as the business of the corporation may require from time to time.

Section 1.2 Registered Office.  The registered office of the corporation, required by the Colorado Business Corporation Act to be maintained in the State of Colorado, may be, but need not be, identical with the principal office if located in the State of Colorado, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II SHAREHOLDERS

Section 2.1 Annual Meeting.  The annual meeting of the shareholders shall be held at such time on such day as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transacting of such other business as may come before the meeting.  If the election of directors shall not be held on the date designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

Section 2.2 Special Meetings.  Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all votes entitled to be cast at the meeting; provided, however, that the requesting holders must have held their ownership in the corporation for at least twelve consecutive months.

1

Section 2.3 Place of Meetings.  The Board of Directors may designate any place, either within or without the State of Colorado, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.  A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Colorado, as the place for the holding of such meeting.  If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Colorado.

Section 2.4 Notice of Meeting.  Written notice stating the place, day and hour of the meeting of shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten nor more than 60 days before the date of the meeting, either personally, by mail, facsimile or electronic mail, by or at the direction of the President, or the Secretary, or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting; provided, however, that if the authorized shares of the corporation are to be increased, at least 30 days' notice shall be given.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.  If such notice is sent by facsimile or electronic mail, notice shall be deemed to be delivered when confirmation of delivery is received by the Company.

Section 2.5 Meeting of all Shareholders.  If all of the shareholders shall meet at any time and place, either within or without the State of Colorado, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 2.6 Fixing of Record Date.  The Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 70 days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken.  If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 2.7 Voting Record.  The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten days before such meeting of shareholders, a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each.  The record, for a period of ten days prior to such meeting, shall be kept on file at the principal office of the corporation, whether within or without the State of Colorado, and shall be subject to inspection by any shareholder for any purpose germane to the meeting at any time during usual business hours.  Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

The original stock transfer books shall be the prima facie evidence as to the identity of the shareholders entitled to examine the record or transfer books or to vote at any meeting of shareholders.

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Section 2.8 Quorum.  One-third of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, except as otherwise provided by the Colorado Business Corporation Act and the Articles of Incorporation.  In the absence of a quorum at any such meeting, a majority of the shares so represented may adjourn the meeting from time to time for a period not to exceed 60 days.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting as originally noticed.  The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.9 Manner of Acting.  If a quorum is present, the affirmative vote of a majority of the votes cast on the subject matter shall be the act of the shareholders, unless the vote of a greater proportion or number or voting by classes is otherwise required by statute or by the Articles of Incorporation or these Bylaws.

Section 2.10 Proxies.  At all meetings of shareholders a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.  Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting.  No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.  Proxies shall be in such form as shall be required by the Board and as set forth in the notice of meeting and/or proxy or information statement concerning such meeting.

Section 2.11 Voting of Shares.  Unless otherwise provided by these Bylaws or the Articles of Incorporation, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 2.12 Voting of Shares by Certain Shareholders.  Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares standing in the name of a deceased person, a minor ward or an incompetent person, may be voted by his administrator, executor, court appointed guardian or conservator, either in person or by proxy without a transfer of such shares into the name of such administrator, executor, court appointed guardian or conservator.  Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do is contained in an appropriate order of the court by which the receiver was appointed.

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A shareholder whose shares are pledged shall be entitled to vote such shares until the shares havebeen transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock belonging to this corporation, nor shares of its own stock held by it in a fiduciary capacity, nor shares of its own stock held by another corporation if the majority of the shares entitled to vote for the election of directors of such other corporation is held by the corporation, may be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time.

Redeemable shares which have been called for redemption shall not be entitled to vote on any matter and shall not be deemed outstanding shares on and after the date on which written notice of redemption has been mailed to shareholders and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders of the shares upon surrender of certificates therefor.

Shares held of record by a shareholder but which are held for the account of a specified person or persons may be voted by such person or persons, provided the shareholder has certified to the corporation in writing that all or a portion of the shares registered in the name of the shareholder are held for the account of such person or persons, as provided in Article VI, Section 6.6 of these Bylaws.

Section 2.13 Informal Action by Shareholders.  Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by the shareholders having the minimum number of votes necessary to authorize or take such action at a meeting at which all of the shares entitled to vote thereon were present and voted.  Signature by facsimile or .pdf shall be given the same force and effect as original signatures, and any consent in writing may be executed in counterparts.

Section 2.14 Voting by Ballot.  Voting on any question or in any election may be by voice vote unless the presiding officer shall order or any shareholder shall demand that voting be by ballot.

Section 2.15 No Cumulative Voting.  No shareholder shall be permitted to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of candidates.

ARTICLE III BOARD OF DIRECTORS

Section 3.1 General Powers.  The business and affairs of the corporation shall be managed by its Board of Directors.

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Section 3.2 Number, Tenure and Qualifications.  The number of directors shall be no less than three and no more than nine.  The initial number of directors shall be three.  The number of directors serving may be increased or decreased from time to time by resolution of the Board of Directors.  The tenure of a director shall not be affected by any decrease or increase in the number of directors so made by the board.

The directors shall be divided into three classes, designated Class A, Class B, and Class C, as nearly equal in number as the then total number of directors permits.  The initial directors have been appointed by the incorporator of the corporation.  Beginning at the 2014 annual meeting of stockholders, successors to the class of directors whose terms expire at that annual meeting shall be elected for a three-year term.  If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional directors of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director.

Section 3.3 Regular Meetings.  A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of shareholders.  The Board of Directors may provide, by resolution, the time and place, either within or without the State of Colorado, for the holding of additional regular meetings, without other notice than such resolution.

Section 3.4 Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the Chairman, if there be one, the President, any of the directors, or by such persons as are authorized to call special meetings under the Colorado Business Corporation Act.  The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Colorado, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5 Notice.  Written notice of any special meeting of directors shall be given by mail to each director at his business address at least three days prior to the meeting or by personal delivery, e-mail or fax at least 24 hours prior to the meeting to the business address of each director, or in the event such notice is given on a Saturday, Sunday or holiday, to the residence address of each director, or on such shorter notice as the person or persons calling the meeting, acting in good faith, may deem necessary or appropriate in the circumstances.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid.  If notice is given by fax, such notice shall be deemed to be delivered when confirmation (either by electronic means or by the person receiving the fax) of such fax is received by the sender.  If notice is given by electronic mail, such notice shall be deemed delivered when sent by the sender.

Any director may waive notice of any meeting.  The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

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Section 3.6 Quorum.  A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 3.7 Manner of Acting.  Except as otherwise required by law or by the Articles of Incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be an act of the Board of Directors.

Section 3.8 Action by Directors Without a Meeting.  Any action required or permitted to be taken by the Board or Directors or by a committee thereof at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors or all of the committee members entitled to vote with respect to the subject matter thereof.  Signatures may be original signatures, by fax or .pdf.  Signatures on such consent may be made in counterparts.

Section 3.9 Participation by Electronic Means.  Any members of the Board of Directors or any committee designated by such Board may participate in a meeting of the Board of Directors or committee by means of telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other at the same time.  Such participation shall constitute presence in person at the meeting.

Section 3.10 Vacancies.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.  Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of that class of directors by the shareholders.

Section 3.11 Resignation.  Any director of the corporation may resign at any time by giving written notice to the President or the Secretary of the corporation.  The resignation of any director shall take effect upon receipt of notice thereof or at any such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.  When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Section 3.12 Removal.  Any director or directors of the corporation may be removed at any time, with or without cause, in the manner provided in the Colorado Business Corporation Act.

Section 3.13 Committees.  By resolution adopted by a majority of the Board of Directors, the directors may designate two or more directors to constitute a committee, any of which shall have such authority in the management of the corporation as the Board of Directors shall designate and as shall not be proscribed by the Colorado Business Corporation Act.

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Section 3.14 Compensation.  By resolution of the Board of Directors and irrespective of any personal interest of any of the members, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors, or both.  No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 3.15 Presumption of Assent.  A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV OFFICERS

Section 4.1 Number.  The officers of the corporation may consist of a Chief Executive Officer, a President, a Vice President, a Treasurer and a Secretary, who shall be elected by the Board of Directors.  Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors.  Any two or more offices may be held by the same person.

Section 4.2 Election and Term of Office.  The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of the shareholders.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as practicable.  Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 4.3 Removal.  Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.4 Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.5 Chairman of the Board.  If the directors so desire, they may elect a Chairman of the Board from among themselves.  The chairman of the board shall preside at all meetings of the stockholders and of the Board of Directors.  He shall have such other powers and duties as may be prescribed by the Board of Directors.

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Section 4.6 President and Chief Executive Officer.  The President and Chief Executive Officer shall be subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation.  The President shall, if no Chairman be elected, shall preside at all meetings of the shareholders and of the Board of Directors.  They may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation and deeds, mortgages, bonds, contracts or equipment leases entered into in the ordinary course of business, and other contracts or instruments which the Board of Directors has authorized to be executed, except in caseswhere the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 4.7 The Vice Presidents.  If elected or appointed by the Board of Directors, the Vice President (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall, in the absence of the President or in the event of his death or inability to act, perform all duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation, and contracts or equipment leases entered into in the ordinary course of business; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 4.8 The Secretary.  If elected or appointed by the Board of Directors, the Secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 4.9 The Treasurer.  If elected or appointed by the Board of Directors, the Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these Bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

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Section 4.10 Assistant Secretaries and Assistant Treasurers.  The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors.  The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.

Section 4.11 Bonds.  If the Board of Directors by resolution shall so require, any officer or agent of the corporation shall give bond to the corporation in such amount and with such surety as the Board of Directors may deem sufficient, conditioned upon the faithful performance of their respective duties and offices.

Section 4.12 Salaries.  The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE V CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1 Contracts.  The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.  The President or any Vice-President may enter into contracts or equipment leases entered into in the ordinary course of business.

Section 5.2 Loans.  No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

Section 5_.3 Checks, Drafts, Etc.  All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 5.4 Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

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ARTICLE VI SHARES, CERTIFICATES FOR SHARES AND TRANSFER OF SHARES

Section 6.1 Regulations.  The Board of Directors may make such rules and regulations as it may deem appropriate concerning the issuance, transfer and registration of certificates for shares of the corporation, including the appointment of transfer agents and registrars.

Section 6.2 Certificates for Shares.  Certificates, if issued by the Board of Directors, representing shares of the corporation shall comply with the statutes of the State of Colorado and shall be signed by two executive officers of the corporation; provided that such signatures may be by facsimile if the certificate is counter signed by a transfer agent.

Section 6.3 Cancellation of Certificates.  All certificates surrendered to the corporation for transfer shall be canceled and no new certificates shall be issued in lieu thereof until the former certificate for a like number of shares shall have been surrendered and canceled, except as herein provided with respect to lost, stolen or destroyed certificates.

Section 6.4 Lost, Stolen or Destroyed Certificates.  Any shareholder claiming that his certificate for shares is lost, stolen or destroyed may make an affidavit or affirmation of that fact and lodge the same with the Secretary of the corporation, accompanied by a signed application for a new certificate.  Thereupon, and upon the giving of a satisfactory bond of indemnity to the corporation not exceeding an amount double the value of the shares as represented by such certificate (the necessity for such bond and the amount required to be determined by the President and Treasurer of the corporation), a new certificate may be issued of the same tenor and representing the same number, class and series of shares as were represented by the certificate alleged to be lost, stolen or destroyed.

Section 6.5 Transfer of Shares.  Subject to the terms of any shareholder agreement relating to the transfer of shares or other transfer restrictions contained in the Articles of Incorporation or authorized therein, shares of thecorporation shall be transferable on the books of the corporation by the holder thereof in person or by his duly authorized attorney, upon the surrender and cancellation of a certificate or certificates for a like number of shares.  Upon presentation and surrender of a certificate for shares properly endorsed and payment of all taxes therefor, the transferee shall be entitled to a new certificate or certificates in lieu thereof.  As against the corporation, a transfer of shares can be made only on the books of the corporation and in the manner hereinabove provided, and the corporation shall be entitled to treat the holder of record of any shares as the owner thereof and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the statutes of the State of Colorado.

Section 6.6 Shares Held for the Account of a Specified Person or Persons.  The Board of Directors may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons.  The resolution shall set forth:

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(a)The classification of shareholder who may certify;

(b)The purpose or purposes for which the certification may be made;

(c)The form of certification and information to be contained therein;

(d)If the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the corporation; and

(e)Such other provisions with respect to the procedure as are deemed necessary or desirable.

Upon receipt by the corporation of a certification complying with the procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification.

ARTICLE VII TAXABLE YEAR

The taxable year of the corporation shall be determined by the Board of Directors.

ARTICLE VIII DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX CORPORATE SEAL

The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word "Seal."

ARTICLE X WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Colorado Business Corporation Act, or otherwise, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the event or other circumstance requiring such notice, shall be deemed equivalent to the giving of such notice.

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ARTICLE XI AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the directors present at any meeting of the Board of Directors of the corporation at which a quorum is present.

ARTICLE XII EXECUTIVE COMMITTEE

Section 12.1 Appointment.  The Board of Directors by resolution adopted by a majority of the full Board, may designate two or more of its members to constitute an Executive Committee.  The designation of such Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

Section 12.2 Authority.  The Executive Committee, when the Board of Directors is not in session, shall have and may exercise all of the authority of the Board of Directors except to the extent, if any, that such authority shall be limited by the resolution appointing the Executive Committee and except also that the Executive Committee shall not have the authority of the Board of Directors in reference to amending the Articles of Incorporation, adopting a plan of merger or consolidation, recommending to the shareholders the sale, lease or other disposition of all or substantially all of the property and assets of the corporation otherwise than in the usual and regular course of its business, recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof, or amending the Bylaws of the corporation.

Section 12.3 Tenure and Qualifications.  Each member of the Executive Committee shall hold office until the next regular annual meeting of the Board of Directors following his designation and until his successor is designated as a member of the Executive Committee and is elected and qualified.

Section 12.4 Meetings.  Regular meetings of the Executive Committee may be held without notice at such time and places as the Executive Committee may fix from time to time by resolution.  Special meetings of the Executive Committee may be called by any member thereof upon not less than one days notice stating the place, date and hour of the meeting, which notice may be written or oral, and if mailed, shall be deemed to be delivered when deposited in the United States mail addressed to the member of the Executive Committee at his business address.  Any member of the Executive Committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person.  The notice of a meeting of the Executive Committee need not state the business proposed to be transacted at the meeting.

Section 12.5 Quorum.  A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the Executive Committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

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Section 12.6 Action by Executive Committee Without a Meeting.  Any action required or permitted to be taken by the Executive Committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

Section 12.7 Vacancies.  Any vacancy in the Executive Committee may be filled by a resolution adopted by a majority of the full Board of Directors.

Section 12.8 Resignations and Removal.  Any member of the Executive Committee may be removed at any time with or without cause by resolution adopted by a majority of the full Board of Directors.  Any member of the Executive Committee may resign from the Executive Committee at any time by giving written notice to the President or Secretary of the corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 12.9 Procedure.  The Executive Committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these Bylaws.  It shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the meeting thereof held next after the proceedings shall have been taken.

ARTICLE XIII EMERGENCY BYLAWS

The Emergency Bylaws provided in this Article XIII shall be operative during any emergency in the conduct of the business of the corporation resulting from an attack on the United States or any nuclear or atomic disaster, notwithstanding any different provision in the preceding articles of the Bylaws or in the Articles of Incorporation of the corporation or in the Colorado Business Corporation Act.  To the extent not inconsistent with the provisions of this article, the Bylaws provided in the preceding articles shall remain in effect during such emergency and upon its termination the Emergency Bylaws shall cease to be operative.

During any such emergency:

(a)A meeting of the Board of Directors may be called by any officer or director of the corporation.  Notice of the time and place of the meeting shall be given by the person calling the meeting to such of the directors as it may be feasible to reach by any available means of communication.  Such notice shall be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meetings.

(b)At any such meeting of the Board of Directors, a quorum shall consist of the number of directors in attendance at such meeting.

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(c)The Board of Directors, either before or during any such emergency, may, effective in the emergency, change the principal office or designate several alternative principal offices or regional offices, or authorize the officers so to do.

(d)The Board of Directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties.

(e)No officer, director or employee acting in accordance these Emergency Bylaws shall be liable except for willful misconduct.

(f)These Emergency Bylaws shall be subject to repeal or change by further action of the Board of Directors or by action of the shareholders, but no such repeal or change shall modify the provisions of the next preceding paragraph with regard to action taken prior to the time of such repeal or change.  Any amendment of these Emergency Bylaws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.

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EX-10.1

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this "Agreement") is dated as of January 2, 2014, by and among INTEGRITY CAPITAL INCOME FUND, INC., a Colorado corporation (the "Company"), INTEGRITY WEALTH MANAGEMENT, a division of Integrity Bank & Trust, a Colorado corporation (the "Adviser"), and the undersigned investors (each, an "Investor" and collectively, the "Investors").

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to exemptions from registration under the Securities Act of 1933 (the "Securities Act"), the Company desires to issue and sell to each Investor, and each Investor, severally and not jointly, desires to purchase from the Company, an aggregate of not less than 150,000 shares and not more than 10,000,000 shares of the Company's $0.0001 par value common stock (the "Offering").

WHERAS, the Company and each Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act, Rule 506(b) of Regulation D promulgated under the Securities Act ("Regulation D") and such other available exemptions from registration under the Securities Act.

WHEREAS, the Company is exempt from registration as an investment company pursuant to the Investment Company Act of 1940 (the "1940 Act") in reliance on the exemption contained in Section 3(c)(1) thereunder.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company, the Adviser and the Investors agree as follows:

ARTICLE 1

PURCHASE AND SALE

1.1Closing.  Subject to the terms and conditions set forth in this Agreement, at each Closing, the Company shall issue and sell to each Investor, and each Investor shall, severally and not jointly, purchase from the Company, the Company's common stock at a price per share of $10.00 (the "Common Shares").  The minimum subscription per Investor is $50,000.  The aggregate minimum offering is $1,500,000 ("Minimum Offering"), and the maximum offering is $100,000,000.  Each Closing shall take place at the offices of the Company located at 13540 Meadowgrass Drive, Suite 100, Colorado Springs, Colorado 80921 on the Closing Date or at such other location or time as the parties may agree.

1.2Closing Deliveries.  (a)  At each Closing, the Company shall deliver its signature to this Agreement, accepting the respective Investors' subscription. No certificates evidencing Company Common Shares shall be issued. Rather, the Company shall reflect the Common Shares purchased by Investor, based on the investment amount set forth on the signature page hereto, in the Company's stock register in un-certificated form.

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(b)Each Investor shall deliver to the Company the following (collectively, the "Investors' Deliverables"):  (i) this Agreement fully executed, with the Investor Addendum attached as Exhibit A, completed; and (ii) the investment amount indicated on the signature page, in United States dollars and in immediately available funds, by check or wire to the following account OR by instructions set forth on the signature page, via transfer by Adviser into the Company account:

Name of Bank: First Republic Bank

Address:  111 Pine St.

City and State:  San Francisco, CA 94111

ABA Number:   321081669

SWIFT:  FRBBUS6S (needed if USD from an international bank.  Contact the bank if sender is wiring foreign currency)

Beneficiary:  Integrity Capital Income Fund, Inc.

Beneficiary Account #:  80001616409

Optional Text (Contact at FRB):  Nancy Williams BR106

(c)Attached as Exhibit B is the Company Profile, which includes a summary of the company's investment objectives by which it intends to operate, as well as a description of the Investment Advisory and Management Services Agreement that the Company and Advisor expect to execute (the "Investment Advisory Agreement").

ARTICLE 2.

REPRESENTATIONS AND WARRANTIES

2.1Representations and Warranties of the Company.  The Company hereby makes the following representations and warranties to each Investor with the intention and understanding that such representations and warranties are made as of each Closing Date:

(a)Subsidiaries.  The Company has no direct or indirect Subsidiaries.

(b)Organization and Qualification.  The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.  The Company is not in violation of any of the provisions of its respective articles of incorporation, bylaws or other organizational or charter documents.  The Company is duly qualified to conduct its respective businesses and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not, individually or in the aggregate, have or reasonably be expected to result in a material adverse effect on the Company's business.

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(c)Authorization; Enforcement.  The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder.  The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith.  Upon delivery, this Agreement will have been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as (i) such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application, or (ii) the rights to indemnification and contribution may be limited by equitable principles of general applicability or by Federal or state securities laws or the policies underlying such laws.

(d)No Conflicts; Filings, Consents and Approvals; Regulatory Permits.

(1)The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated thereby do not and will not (a) conflict with or violate any provision of the Company's articles of incorporation, bylaws or other organizational or charter documents, or (b) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, lease, license, indenture, note, bond, permit, concession, franchise or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, or (c) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including Federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (b) and (c), such as could not, individually or in the aggregate, have or reasonably be expected to result in a material adverse effect on the Company's business.

(2)The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any United States court or other Federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by the Company of this Agreement, other than the filings required by state securities laws.  The Company possesses all certificates, authorizations and permits issued by the appropriate Federal, state, local or foreign regulatory authorities necessary to conduct its business, except where the failure to possess such permits could not, individually or in the aggregate, have or reasonably be expected to result in a material adverse effect on the Company's business, and the Company has not received any notice of proceedings relating to the revocation or modification of any such permits.

(e)Issuance of the Common Shares.  The Common Shares have been duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable.

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(f)Capitalization.  As of the date hereof, the authorized capital stock of the Company consists of 200,000,000 shares of common stock and 10,000,000 shares of preferred stock, and there are 50 shares of common stock outstanding, all of which are held by the Adviser.  There are no outstanding options or warrants to purchase the stock of the Company, and no stock has been authorized for issuance under any equity compensation plans of the Company.  Except as contemplated by this Agreement, (i) there is no commitment by the Company to issue any shares of capital stock, subscriptions, warrants, options, convertible securities, or other similar rights to purchase or receive the Company securities or to distribute to the holders of any of its equity securities any evidence of indebtedness, cash, or other assets, (ii) the Company is under no obligation (contingent or otherwise) to purchase, redeem, or otherwise acquire any of its equity or debt securities or any interest therein, and (iii) to the Company's knowledge, there are no voting trusts or similar agreements, stockholders' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights, or proxies relating to any securities of the Company.  All outstanding securities of the Company were issued in compliance with applicable Federal and state securities laws.

(g)Litigation.  There is no action pending, or threatened in writing, against or affecting the Company or its properties or adversely affecting or challenging the legality, validity or enforceability of this Agreement, which, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a material adverse effect to the Company.  Neither the Company nor any director or officer thereof (in his or her capacity as such), is or has been the subject of any action involving a claim of violation of or liability under Federal or state securities laws or a claim of breach of fiduciary duty.  There has not been, and to the knowledge of the Company, there is not pending any investigation by the SEC involving the Company or any current or former director or officer of the Company (in his or her capacity as such).

(h)Compliance with Applicable Laws.  The Company (i) is not in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company under), nor has the Company received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is not in violation of any order of any court, arbitrator or governmental body, or (iii) is not or has not been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, Federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not, individually or in the aggregate, have or reasonably be expected to result in a material adverse effect to the Company.

(i)Title to Assets.  The Company does not own any real or personal property.

(j)Employees.  As of the date hereof, the Company has no employees.

(k)Intellectual Property.  The Company has no patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, licenses and other similar rights that are necessary or material for use in connection with its businesses, except for the use of the Company's name.

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(l)Insurance.  The Company is not insured by any insurers against losses and risks arising out of related to its business.

(m)Transactions with Affiliates and Employees.  Except for the contemplated Investment Advisory Agreement between the Company and the Adviser (which has not yet been executed), or except as otherwise contemplated by this Agreement or the transactions contemplated hereunder, none of the officers or directors of the Company or members of the immediate families of such officers or directors, is presently a party to any transaction with the Company (other than for services as officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer or director or,  to the knowledge of the Company, any entity in which any officer or director has a substantial interest or is an officer, director, trustee or partner.

(n)Internal Accounting Controls.  The Company intends to develop and maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(o)Certain Fees.  No brokerage or finder's fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement.  The Investors shall have no obligation with respect to any fees or with respect to any claims (other than such fees or commissions owed by an Investor pursuant to written agreements executed by such Investor which fees or commissions shall be the sole responsibility of such Investor) made by or on behalf of other persons for fees of a type contemplated in this section that may be due in connection with the transactions contemplated by this Agreement.

(p)Private Placement.  Assuming the accuracy of the Investors' representations and warranties set forth herein, no registration under the Securities Act is required for the offer and sale of the Common Shares by the Company to the Investors under this Agreement.  Neither the Company nor any of its affiliates nor, any person acting on the Company's behalf has, directly or indirectly, at any time within the past six months, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that would eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale by the Company of the Common Shares as contemplated hereby.

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(q)Registration Rights.  The Company has not granted or agreed to grant to any person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the SEC or any other governmental authority that have not been satisfied.

(r)No General Solicitation.  Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the Offering.

(s)Indebtedness.  As of the date hereof, the Company has no outstanding indebtedness for borrowed money ("Indebtedness") and is not a party to any contract, agreement or instrument relating to any Indebtedness, which creates any direct or contingent obligation of the Company, except for accounts payable incurred in connection with the Company's formation and offering expenses.

(t)Investment Company.  The Company is not required to be registered as an "investment company" within the meaning of the 1940 Act in reliance on the exemption contained in Section 3(c)(1) of the 1940 Act.  Upon the filing with the SEC of the Form 10 Registration Statement and the election to be regulated as a business development company under the 1940 Act ("BDC Election"), all as contemplated by Section 3.2 hereof, the Company will be regulated as a business development company under the 1940 Act.

(u)No Additional Agreements.  The Company does not have any agreement or understanding with any Investor with respect to the transactions contemplated by this Agreement.

(v)Disclosure.  The Company understands and confirms that the Investors will rely on the foregoing representations and covenants in purchasing the Common Shares.  Except as specified below, all disclosure provided to the Investors regarding the Company and its business and the transactions contemplated hereby, furnished by or on behalf of the Company (including the Company's representations and warranties set forth in this Agreement) are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Each Investor acknowledges and agrees that the Company has not made nor makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 2.1.

2.2Representations and Warranties of the Investors.  Each Investor hereby, for itself and for no other Investor, represents and warrants to the Company as follows:

(a)Organization; Authority.  If an entity, such Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate, limited liability company or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder.  The execution, delivery and performance by such Investor of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or, if such Investor is not a corporation, such limited liability company, partnership or other applicable like action, on the part of such Investor.  This Agreement has been duly executed by such Investor, and when delivered by such Investor in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Investor, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application.

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(b)Investment Intent.  Such Investor is acquiring the Common Shares as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Common Shares or any part thereof.  Such Investor does not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Common Shares.

(c)Investor Status.  At the time such Investor was offered the Common Shares, it was, and at the date hereof it is, an "accredited investor" as defined in Rule 501(a) under the Securities Act, as further indicated on the Investor Addendum attached as Exhibit A.  Such Investor is not a registered broker-dealer, and is not affiliated with a registered broker-dealer, under Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").  Such Investor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Common Shares, and has so evaluated the merits and risks of such investment.  Such Investor understands that it must bear the economic risk of this investment in the Common Shares indefinitely, and is able to bear such risk and is able to afford a complete loss of such investment.

(d)General Solicitation.  Such Investor is not purchasing the Common Shares as a result of: (i) any advertisement, article, notice or other communication regarding the Common Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar; or (ii) any other general solicitation or general advertisement.

(e)Access to Information.  Such Investor acknowledges that it has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Common Shares and the merits and risks of investing in the Common Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.  Neither such inquiries nor any other investigation conducted by or on behalf of such Investor or its representatives or counsel shall modify, amend or affect such Investor's right to rely on the truth, accuracy and completeness of the Company's representations and warranties contained herein.

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(f)Independent Investment Decision.  Such Investor has independently evaluated the merits of its decision to purchase the Common Shares pursuant to this Agreement, and such Investor confirms that it has not relied on the advice of any other Investor's business and/or legal counsel in making such decision.

(g)No Governmental Review.  Such Investor understands that no United States or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Common Shares or the fairness or suitability of the investment in the Common Shares nor have such authorities passed upon or endorsed the merits of the offering of the Common Shares.

(h)No Conflicts.  The execution, delivery and performance by such Investor of this Agreement and the consummation by such Investor of the transactions contemplated hereby will not (i) result in a violation of the organizational documents, if any, of such Investor, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Investor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including Federal and state securities laws) applicable to such Investor, except in the case of clauses (ii) and (iii) above, that do not otherwise affect the ability of such Investor to consummate the transactions contemplated hereby.

(i)Restricted Securities.  The Investors understand that the Common Shares are characterized as "restricted securities" under the U.S.  securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances.

(j)No Certificates.  It is understood that no certificates evidencing the Common Shares shall be issued, and ownership of the Common Shares will be reflected on the Company's stock register in un-certificated form.

(k)No Legal, Tax or Investment Advice.  Such Investor understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Investor in connection with the purchase of the Common Shares constitutes legal, tax or investment advice.  Such Investor has consulted its own legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Common Shares.

(l)Investment Company.  Until the Company elects to be regulated as a business development company pursuant to Section 3.2 hereof, each Investor represents, and warrants to, and covenants with, the Company that:  (i) such Investor will not transfer its Common Shares, (ii) such Investor authorizes the Company and its transfer agent to place stop transfer restrictions on the Common Shares until such time as the Company elects to be regulated as a business development company, (iii) such Investor has not and will not acquire, by virtue of its purchase of Common Shares under this Agreement or otherwise, in excess of 9.9% of the Company's outstanding voting securities, and (iv) such Investor is not a benefit plan investor within the meaning of applicable Department of Labor regulations, whether or not subject to regulation under the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"); provided, however, that investments by individual retirement account or other similar arrangements are permitted.

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2.3Representations and Warranties of the Adviser.  The Adviser hereby makes the following representations and warranties to each Investor with the intention and understanding that such representations and warranties are made as of the Closing Date:

(a)Organization and Qualification.  The Adviser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.  The Adviser is not in violation of any of the provisions of its respective organization documents.  The Adviser is duly qualified to conduct its respective businesses and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not, individually or in the aggregate, have or reasonably be expected to result in a material adverse effect to the Company.

(b)Authorization; Enforcement.  The Adviser has the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and the Investment Advisory Agreement and otherwise to carry out its obligations thereunder.  Prior to Closing, the execution and delivery of this Agreement by the Adviser has been duly authorized by all necessary action on the part of the Adviser and no further action is required by the Adviser in connection therewith.  When executed by the Adviser, and delivered in accordance with the terms thereof, this Agreement and the Investment Advisory Agreement will constitute the valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except as (i) such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application, or (ii) the rights to indemnification and contribution may be limited by equitable principles of general applicability or by Federal or state securities laws or the policies underlying such laws.

(c)No Conflicts; Filings, Consents and Approvals; Regulatory Permits.

(1)The execution, delivery and performance of this Agreement and the Investment Advisory Agreement by the Adviser and the consummation by the Adviser of the transactions contemplated thereby do not and will not (a) conflict with or violate any provision of the Adviser's organization documents, or (b) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, lease, license, indenture, note, bond, permit, concession, franchise or other instrument (evidencing an Adviser debt or otherwise) or other understanding to which the Adviser is a party or by which any property or asset of the Adviser is bound or affected, or (c) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Adviser is subject (including Federal and state securities laws and regulations), or by which any property or asset of the Adviser is bound or affected; except in the case of each of clauses (b) and (c), such as could not, individually or in the aggregate, have or reasonably be expected to result in a material adverse effect to the Company.

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(2)The Adviser is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any United States court or other Federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by the Adviser of this Agreement or the Investment Advisory Agreement.  The Adviser possesses all certificates, authorizations and permits issued by the appropriate Federal, state, local or foreign regulatory authorities necessary to conduct its business, except where the failure to possess such permits could not, individually or in the aggregate, have or reasonably be expected to result in a material adverse effect to the Company, and the Adviser has not received any notice of proceedings relating to the revocation or modification of any such permits.

(d)Litigation.  There is no action pending, or threatened in writing, against or affecting the Adviser or its properties or adversely affecting or challenging the legality, validity or enforceability of this Agreement or the Investment Advisory Agreement.  Neither the Adviser nor any director or officer thereof (in his or her capacity as such), is or has been the subject of any action involving a claim of violation of or liability under Federal or state securities laws or a claim of breach of fiduciary duty.  There has not been, and to the knowledge of the Adviser, there is not pending any investigation by the SEC involving the Adviser or any current or former director or officer of the Adviser (in his or her capacity as such).

(e)Compliance with Applicable Laws.  The Adviser (i) is not in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Adviser under), nor has the Adviser received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is not in violation of any order of any court, arbitrator or governmental body, or (iii) is not or has not been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, Federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not, individually or in the aggregate, have or reasonably be expected to result in a material adverse effect to the Company.

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(f)Registered Investment Adviser.  The Adviser is exempt from the Advisers Act and is not prohibited by the Investment Advisers Act of 1940 (the "Advisers Act"), the 1940 Act or the published rules and regulations thereunder from acting under the Investment Advisory Agreement.  There does not exist any proceeding or, to the Adviser's knowledge, any facts or circumstances the existence of which could lead to any proceedings which might adversely affect the exemption of the Adviser under the Advisers' Act.

ARTICLE 3.

OTHER AGREEMENTS OF THE PARTIES

3.1(a)The Common Shares may only be disposed of in compliance with state and Federal securities laws.  In connection with any transfer of the Common Shares other than pursuant to an effective registration statement, to the Company, or to an affiliate of an Investor, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Common Shares under the Securities Act.

(b)No certificates will be issued to evidencing the Common Shares.  The Common Shares will be reflected in the Company's stock register in un-certificated form, and the stock register will be notated with the following legend with respect to the Common Shares, until such time as the legend is not required under Section 4.1(c):

The shares have not been registered under the Securities Act of 1933 (the "Act") and are "restricted securities" as that term is defined in Rule 144 under the Act.  The shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Corporation.

(c)The Company has not registered with the SEC as an investment company pursuant to the 1940 Act in reliance on the exemption contained in Section 3(c)(1) thereunder.  As a result, investing in the Company's Common Shares will be subject to the following additional restrictions until the Company elects to be regulated as a business development company:  (i) the Company intends to limit the ownership of its common stock to no more than 100 beneficial owners who meet the other conditions described in Section 3(c)(1) of the 1940 Act, (ii) any transfer that would result in the Company's common stock (including the Common Shares offered hereby) being held by more than 100 beneficial owners will be void and any intended recipient of shares in violation of such provisions will acquire no rights in such shares and will not be treated as stockholder for any purpose, (iii) during the time that the Company is relying on Section 3(c)(1) exemption under the 1940 Act, each Investor will be prohibited from acquiring in excess of 9.9% of the Company's outstanding voting securities, and (iv) the Company will not sell, and is not soliciting any offers to buy, Common Shares  from any person or entity that is a benefit plan investor within the meaning of applicable Department of Labor regulations, whether or not subject to regulation under the ERISA or Section 4975 of the Code provided, however, that investments by individual retirement account or other similar arrangements are permitted.  Notwithstanding the foregoing, the Company shall retain the authority to waive any such restriction, in its sole and absolute discretion; provided, that any such waiver will not result in the loss of the exemption contained in Section 3(c)(1) of the 1940 Act or otherwise violate applicable law.

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3.2Form 10 Registration Statement; BDC Election.  As soon as practicable the Company shall prepare and file with the SEC the Form 10 Registration to register its shares of common stock under Section 12(g) of the Exchange Act.  Concurrently with the filing of the Form 10 Registration Statement with SEC, the Company shall also file its election to be regulated as a business development company on Form N-54A with the SEC.  The Company shall respond as promptly as reasonably possible, and in any event within ten business days (except to the extent that the Company reasonably requires additional time to respond to comments), to any comments received from the SEC with respect to the Form 10 Registration Statement or any amendment thereto.

3.3Indemnification of Investors.

(a)The Company will indemnify and hold the Investors and their respective directors, officers, shareholders, partners, employees and agents (each, an "Investor Party", collectively, the "Investor Parties") harmless from any and all means any loss, liability, obligation, claim, contingency, damage, cost or expense, including all judgments, amounts paid in settlements, court costs and reasonable attorneys' fees and costs of investigation related thereto ("Losses") that any such Investor Party may suffer or incur as a result of or relating to any misrepresentation, breach or inaccuracy of any representation, warranty, covenant or agreement made by the Company in this Agreement.  In addition to the indemnity contained herein, the Company will reimburse each Investor Party for its reasonable legal and other expenses (including the cost of any investigation, preparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred.  It shall be understood, however, that the Company shall not, in connection with any one such proceeding (including separate proceedings that have been or will be consolidated before a single judge) be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Investor Parties, which firm shall be appointed by a majority of the Investor Parties.

(b)The Adviser will indemnify and hold the Investor Parties harmless from any and all Losses that any such Investor Party may suffer or incur as a result of or relating to any misrepresentation, breach or inaccuracy of any representation, warranty, covenant or agreement made by the Adviser in this Agreement.  In addition to the indemnity contained herein, the Adviser will reimburse each Investor Party for its reasonable legal and other expenses (including the cost of any investigation, preparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred.  It shall be understood, however, that the Adviser shall not, in connection with any one such proceeding (including separate proceedings that have been or will be consolidated before a single judge) be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Investor Parties, which firm shall be appointed by a majority of the Investor Parties.

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(c)Notwithstanding any other provision of this Agreement, no party shall be entitled to indemnification under this Agreement in violation of the 1940 Act or the Advisers Act.

3.4Use of Proceeds.  The Company will use the net proceeds of this Offering to make investments in portfolio companies and to pay management and incentive fees to the Adviser as the Company's investment adviser for investment advisory services, administrative expenses incurred on behalf of the Company by the Company's investment adviser, marketing and investor relations expenses and other operating expenses of the Company.  Pending such uses, the Company shall invest the net proceeds primarily in cash, cash equivalents, U.S. government securities and other high-quality investments that mature in one year or less from the date of investment.  The Company will not use the net proceeds from the sale of the Common Shares for the satisfaction of any portion of the Company's debt (other than payment of trade payables and accrued expenses in the ordinary course of the Company's business and consistent with prior practices), or to redeem any common stock.

3.5Corporate Governance.  In addition to complying with its reporting and other obligations under the Federal securities laws, the Company shall, prior to the final Closing of the Offering:  (i) cause a majority of the members of the Company's Board of Directors to not be "interested persons" of the Company as defined in Section 2(a)(19) of the 1940 Act, (ii) cause the audit and valuation committees of the Board of Directors to be established and the members thereof elected, (iii) cause any other requirement necessary to be regulated as a business development company under the 1940 Act to be satisfied including, without limitation, obtaining an appropriate fidelity bond and adopting a code of ethics, and (iv) cause the adoption of policies and procedures as required by the 1940 Act including, without limitation, the valuation policies and procedures under Rule 38a-1.

3.6D&O Insurance; Indemnity Agreements.  The Company, within 90 days of the initial Closing of the Offering: (i) shall obtain directors and officers insurance coverage for its directors and officers in coverage and amounts determined reasonably sufficient by the Company's Board of Directors, consistent with other similarly situated companies in the same industry, and (ii) shall have executed and delivered an indemnity agreement with each director of the Company.

ARTICLE 4.

CONDITIONS PRECEDENT TO CLOSING

4.1Conditions Precedent to the Obligations of the Investors to Purchase Common Shares.  The obligation of each Investor to acquire Common Shares at each Closing is subject to the satisfaction or waiver by such Investor, at or before each such Closing, of each of the following conditions:

(a)Representations and Warranties.  The representations and warranties of the Company and the Adviser contained herein shall be true and correct in all material respects as of the date when made and as of the Closing as though made on and as of such date;

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(b)Performance.  The Company and the Adviser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by them at or prior to the Closing;

(c)No Injunction.  No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement;

(d)Adverse Changes.  Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably could have or result in a material adverse effect or a material adverse change with respect to the Company or the Adviser;

(e)Minimum Offering.  The Company shall have sold, subject to Closing, at least 150,000 Common Shares pursuant to this Agreement;

(f)Company Deliverables.  The Company shall have delivered its signature to this Agreement, accepting the Investor's subscription, and shall reflect ownership of the Company Common Shares by each such Investor in uncertificated form on the Company's stock register; and

(g)Termination.  This Agreement shall not have been terminated as to such Investor in accordance with Section 5.5.

4.2Conditions Precedent to the Obligations of the Company to Sell Common Shares.  The obligation of the Company to sell Common Shares at each Closing is subject to the satisfaction or waiver by the Company, at or before each such Closing, of each of the following conditions:

(a)Representations and Warranties.  The representations and warranties of each Investor contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made on and as of such date;

(b)Performance.  Each Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Investor at or prior to the Closing;

(c)No Injunction.  No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement;

(d)Investors' Deliverables.  Each Investor shall have delivered its Investors' Deliverables in accordance with Section 1.2(b);

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(e)Minimum Offering.  The Company shall have sold, subject to Closing, at least 150,000 Common Shares pursuant to this Agreement; and

(f)Termination.  This Agreement shall not have been terminated as to such Investor in accordance with Section 5.5.

ARTICLE 5.

MISCELLANEOUS

5.1Fees and Expenses.  Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.  The Company shall pay all stamp and other taxes and duties levied in connection with the sale of the Common Shares.

5.2Entire Agreement.  This Agreement, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.3Notices.  Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective upon actual receipt by the party to whom such notice is required to be given.  The address for such notices and communications shall be as follows:

If to the Company: Integrity Capital Income Fund, Inc. 13540 Meadowgrass Drive, Suite 100 Colorado Springs, Colorado 80921 Telephone:  (719) 955-4801 Attention:  Eric Davis, President Email: edavis@integritybankandtrust.com

If to the Adviser: Integrity Wealth Management Integrity Bank & Trust 1275 Village Ridge Pt. Monument, Colorado 80132 Telephone:  (719) 484-0077 Attention:  Randy Rush, President – Trust Services Email:  rrush@integritybankandtrust.com

If to the Investor: To the address set forth under such Investor's name on the signature pages hereof; or such other address as may be designated in writing hereafter, in the same manner, by such person.

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5.4Amendments; Waivers; No Additional Consideration.  No provision of this Agreement may be waived or amended except in a written instrument signed by the Company, the Adviser and the Investor.  No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.  No consideration shall be offered or paid to any Investor to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered to all Investors who then hold Common Shares.

5.5Termination.  This Agreement may be terminated prior to Closing by the Company.

In the event of a termination pursuant to this section, the Company shall promptly notify all non-terminating Investors and the Adviser.  Upon a termination in accordance with this Section 5.5, the Company, the Adviser and terminating Investor(s) shall not have any further obligation or liability (including as arising from such termination) to the other and no Investor will have any liability to any other Investor under this Agreement as a result therefrom.

5.6Construction.  The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.  The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.  This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

5.7Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.  The Company and the Adviser may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investors.  Any Investor may assign any or all of its rights under this Agreement to any person to whom such Investor assigns or transfers any Common Shares, provided such transferee agrees in writing to be bound, with respect to the transferred Common Shares, by the provisions hereof that apply to "Investors."

5.8No Third-Party Beneficiaries.  This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

5.9Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Colorado, without regard to the principles of conflicts of law thereof.  Each party agrees that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, employees or agents) shall be commenced exclusively in the state or Federal courts sitting in Denver, Colorado ("Denver Courts").  Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Denver Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction of any such Denver Court, or that such proceeding has been commenced in an improper or inconvenient forum.  Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  If either party shall commence a proceeding to enforce any provisions of this Agreement, then the prevailing party in such proceeding shall be reimbursed by the other party for its reasonable attorneys' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such proceeding.

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5.10Survival.  The representations, warranties, agreements and covenants contained herein shall survive the Closing and the delivery of the Common Shares.

5.11Execution.  This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by email or facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such email or facsimile signature page were an original thereof.

5.12Severability.  If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

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IN WITNESS WHEREOF, each Investor, the Company and the Adviser have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the dates indicated below:

INVESTOR(S):Date:, 2014

________________________________________________

Print Name of Investor(s)

Signature(s):______________________________________________

Address: ________________________________________________

Tax ID #:________________________________________________

Exact Name in Which Ownership Should be Reflected in the Company's Stock Records if held outside IBAT custody (NO PHYSICAL CERTIFICATES WILL BE ISSUED)

(Example:  TD Ameritrade custodian FBO John & Nancy Smith ROTH IRA.)

Amount Invested:   $________________________

________  By checking here, I hereby authorize the Adviser to transfer funds currently on deposit with Adviser to the Company account for the full amount of my investment.

Account Title:______________________________(example:  John Q Smith IRA)

Account Number:____________________________(example:  12345)

ACCEPTED BY THE COMPANY THIS __ DAY OF __________, 2014

INTEGRITY CAPITAL INCOME FUND, INC.

By:________________________________________________

Title:________________________________________________

AGREED TO BY THE ADVISER THIS ____ DAY OF __________, 2014

INTEGRITY WEALTH MANAGEMENT,

a division of Integrity Bank & Trust

By:________________________________________________

Title:________________________________________________

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EXHIBIT A

INVESTOR ADDENDUM

In order to assure that the Offering is made only to persons for whom an investment in the Common Shares is suitable, the Common Shares will be sold only to accredited investors.  Please indicate by check mark each of the following categories in which you qualify:

Investor Name:

A.For individual investors, check all that apply:

____A natural person whose net worth, individually or jointly with spouse, exceeds $1,000,000 atthis time (excluding the value of that person's primary residence and excluding any debt up tothe value of the residence, but adding back any debt incurred within 60 days of this subscriptionunless incurred in connection with the purchase of the primary residence).

____A natural person who had an individual income in excess of $200,000 in each of the two mostrecent calendar years or joint income with spouse in excess of $300,000 in each of those yearsand has a reasonable expectation of reaching the same level of income in the current calendaryear.

____Any director or executive officer of the Company.

B.For investors that are entities, check all that apply:

____Any entity in which all the equity owners are accredited investors (i.e., by virtue of their meetingany of the other tests for an "accredited investor").

____A trust with total assets in excess of $5,000,000 not formed for the specific purpose ofacquiring the Securities, whose purchase is directed by a person who has such knowledge andexperience in financial and business matters that he or she is capable of evaluating the meritsand risks of an investment in the Securities.

____A private business development company as defined in Section 202(a)(22) of the Invest­mentAdvisors Act of 1940.

____An employee benefit plan within the meaning of Title I of the Employee Retirement IncomeSecurity Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section3(21) of such Employee Retirement Income Security Act, which is either a bank, savings and loanassociation, insurance company or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are otherwise accredited investors.

____An organization described in Section 501(c)(3) of the Internal Revenue Code, or a corporation,Massachusetts or similar business trust, or a partnership (in each case not formed for the specificpurpose of acquiring the Securities) with total assets in excess of $5,000,000.

____A bank as defined in Section 3(a)(2) of the Act, or a savings and loan association or otherinstitution as defined in Section 3(a)(5)(A) of the Act, whether acting in its individual orfiduciary capacity.

____A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.

____An insurance company as defined in Section 2(13) of the Act.

A-1

____An investment company registered under the Investment Company Act of 1940 or a businessdevelopment company as defined in Section 2(a)(48) of the Investment Company Act of 1940.

____A Small Business Investment Company licensed by the U.S. Small Business Administrationunder Section 301(c) or (d) of the Small Business Investment Act of 1958.

____A plan established and maintained by a state, its political subdivisions, or any agency orinstrumentality of a state or its political subdivisions, for the benefit of its employees, if suchplan has total assets in excess of $5,000,000.

A-2

EXHIBIT B

COMPANY PROFILE

EX-10.2

Exhibit 10.2

INVESTMENT ADVISORY AND

ADMINISTRATIVE SERVICES AGREEMENT

BETWEEN

INTEGRITY CAPITAL INCOME FUND, INC.

AND

INTEGRITY WEALTH MANAGEMENT

This Investment Advisory and Administrative Services Agreement (the "Agreement") is executed this 29th day of August 2014, but effective as of January 2, 2014 ("Effective Date"), by and between INTEGRITY CAPITAL INCOME FUND, INC., a Colorado corporation (the "Corporation"), and INTEGRITY WEALTH MANAGEMENT, a division of Integrity Bank & Trust, a Colorado corporation (the "Adviser").

WHEREAS, the Corporation is a newly organized non-diversified, closed-end management investment company that intends to elect to be treated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "Investment Company Act"); and

WHEREAS, the Adviser is an investment adviser that is exempt from registration as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"); and

WHEREAS, the Corporation desires to retain the Adviser to furnish investment advisory services to the Corporation and to provide for the administrative services necessary for the operation of the Corporation on the terms and conditions hereinafter set forth, and the Adviser wishes to be retained to provide such services.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:

1. Duties of the Adviser.

(a)Retention of Adviser.  The Corporation hereby engages the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the board of directors of the Corporation (the "Board"), for the period and upon the terms herein set forth:

(i) in accordance with the investment objectives, policies and restrictions that are set forth in the Investment Policy of even date herewith; and

(ii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation's articles of incorporation ("Articles") and bylaws (the "Bylaws"), in each case as amended from time to time.

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(b)Responsibilities of Adviser.  Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement:

(i) determine the composition and allocation of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes;

(ii) identify, evaluate and negotiate the structure of the investments made by the Corporation;

(iii) execute, close, monitor and service the Corporation's investments;

(iv) determine the securities and other assets that the Corporation shall purchase, retain, or sell;

(v) perform due diligence on prospective portfolio companies; and

(vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably request or require for the investment of its funds.

(c)Power and Authority.  To facilitate the Adviser's performance of these undertakings, but subject to the restrictions contained herein, the Corporation hereby delegates to the Adviser, and the Adviser hereby accepts, the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation's investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation.  In the event that the Corporation determines to acquire debt financing, the Adviser shall arrange for such financing on the Corporation's behalf, subject to the oversight and approval of the Board.

(d)Administrative Services.  Subject to the supervision, direction and control of the Board, the provisions of the Articles and Bylaws and applicable federal and state law, the Adviser shall perform, or cause to be performed by other persons, all administrative services in connection with the operation of the Corporation.  Without limiting the generality of the foregoing, the Adviser shall provide the Company with office facilities, equipment, clerical, bookkeeping and record keeping services at such facilities and such other services as the Adviser, subject to review by the Board of the Company, shall from time to time determine to be necessary or useful to perform its obligations under this Agreement.  The Adviser shall also, on behalf of the Company, conduct relations with custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.  The Adviser shall make reports to the Board of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Company as it shall determine to be desirable.  The Adviser shall be responsible for the financial and other records that the Company is required to maintain and shall prepare reports to stockholders, and reports and other materials filed with the Securities and Exchange Commission ("SEC").  In addition, the Adviser will assist the Company in determining and publishing the Company's net asset value, overseeing the preparation and filing of the Company's tax returns, and the printing and dissemination of reports to stockholders of the Company, and generally overseeing the payment of the Company's expenses and the performance of administrative and professional services rendered to the Company by others.

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(e)Acceptance of Engagement.  The Adviser hereby accepts such engagement and agrees during the term hereof to render the services described herein for the compensation provided herein, subject to the limitations contained herein.

(f)Sub-Advisers.  The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a "Sub-Adviser") pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder.  Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Corporation's investment objectives, policies and restrictions, and work, along with the Adviser, in sourcing, structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Corporation, subject to the oversight of the Adviser and the Corporation.

(i) The Adviser and not the Corporation shall be responsible for any compensation payable to any Sub-Adviser.

(ii) Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act, including without limitation the requirements relating to Board and the Corporation's stockholder approval thereunder, and other applicable federal and state law.

(iii) Any Sub-Adviser shall be subject to the same fiduciary duties imposed on the Adviser pursuant to this Agreement, the Investment Company Act and the Advisers Act, as well as other applicable federal and state law.

(g)Independent Contractor Status.  The Adviser shall, for all purposes herein provided, be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation.

(h)Record Retention.  Subject to review by, and the overall control of, the Board, the Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records with respect to the Corporation's portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request or as may be required under applicable federal and state law, and shall make such records available for inspection by the Board and its authorized agents, at any time and from time to time during normal business hours.  The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall surrender promptly to the Corporation any such records upon the Corporation's request and upon termination of this Agreement, provided that the Adviser may retain a copy of such records.

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(i)Administrator.  The Adviser shall, upon request by an official or agency administering the securities laws of a state, province or commonwealth (an "Administrator"), submit to such Administrator the reports and statements required to be distributed to the Corporation's stockholders pursuant to this Agreement, the Investment Policy  and applicable federal and state law.

(j)Fiduciary Duty.  It is acknowledged that the Adviser shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Corporation, whether or not in the Adviser's immediate possession or control.  The Adviser shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Corporation.  The Adviser shall not, by entry into an agreement with any stockholder of the Corporation or otherwise, contract away the fiduciary obligation owed to the Corporation and the Corporation's stockholders under common law.

2. The Corporation's Responsibilities and Expenses Payable by the Corporation.

(a)Adviser Personnel.  All personnel of the Adviser, when and to the extent engaged in providing investment advisory services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation.

(b)Costs.  Subject to the limitations on reimbursement of the Adviser as set forth in Section 2(c) below, the Corporation, either directly or through reimbursement to the Adviser, shall bear all other costs and expenses of its operations and transactions, including (without limitation) those costs and expenses relating to:  organization and offerings ("O&O Expense"); calculating the Corporation's net asset value effecting sales and repurchases of shares of the Corporation's common stock and other securities; fees payable to third parties relating to, or associated with, making investments and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including sponsorship of industry events, attendance at investment conferences, travel and entertainment costs associated with meeting relevant investors and prospective portfolio companies); the salary, bonus and benefits payable to the Company's Chief Financial Officer, Chief Compliance Officer, Controller and administrative support staff; federal and state registration fees; federal, state and local taxes; independent directors' fees and expenses; brokerage commissions for the Corporation's investments; costs of proxy statements, stockholders' reports, notices and other filings; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs such as printing, mailing, long distance telephone and staff costs associated with the Corporation's reporting and compliance obligations under applicable federal and state securities laws; fees and expenses associated with accounting, corporate governance, independent audits and outside legal costs; and all other expenses incurred by the Adviser or the Corporation in connection with administering the Corporation's business, including expenses incurred by the Adviser in performing administrative services for the Corporation.

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(c)Periodic Reimbursement.  Expenses incurred by the Adviser on behalf of the Corporation and payable pursuant to this Section 2 shall be reimbursed no less than quarterly to the Adviser, subject to deferral as may be mutually agreed upon by the Adviser and Corporation.  The Adviser shall prepare a statement documenting the expenses of the Corporation and the calculation of the reimbursement and shall deliver such statement to the Corporation prior to full reimbursement.

3.Compensation of the Adviser.  The Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee ("Base Management Fee") and an incentive fee ("Incentive Fee") as hereinafter set forth.  The Adviser may agree to temporarily or permanently waive, in whole or in part, the Base Management Fee and/or the Incentive Fee.

(a)Base Management Fee.  The Base Management Fee shall be calculated at an annual rate of 1.5% of the Corporation's average gross assets.  The Base Management Fee shall be payable quarterly in arrears, and shall be calculated based on the average value of the Corporation's gross assets at the end of the most recently completed calendar quarter and appropriately adjusted for any equity raises or repurchases during the current calendar quarter.  All or any part of the Base Management Fee not taken as to any quarter shall be deferred without interest and may be taken in such other quarter as the Adviser shall determine.  The Base Management Fee for any partial month or quarter shall be appropriately pro-rated.  The Base Management Fee shall begin accruing on the Effective Date.

(b)Incentive Fee.  The Incentive Fee shall be determined and payable in arrears as of the end of each calendar year (and upon termination of this Agreement, as set forth below), commencing with the calendar year beginning January 1, 2014.

The Incentive Fee for a calendar year shall be an amount equal to 20% of the Company's "Net Investment Income" above 7.5% for the year.  "Net Investment Income" is defined as all income accrued during the year minus the Company's operating expenses, Base Management Fee and expenses payable under this Agreement.  Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with payable-in-kind interest and zero coupon securities) accrued income that the Corporation has not yet received in cash.  Net Investment Income does include any realized capital gains, realized capital losses, or unrealized capital depreciation.  It does not include unrealized capital appreciation.  In the event that this Agreement shall terminate as of a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for purposes of calculating and paying the Incentive Fee.

See Appendix A for examples of how the Incentive Fee is calculated.

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4. Excess Brokerage Commissions

The Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Corporation to pay a member of a national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm's risk and skill in positioning blocks of securities, that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Corporation's portfolio, and constitutes the best net results for the Corporation.

5. Other Activities of the Adviser.

The services of the Adviser to the Corporation are not exclusive, and the Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Corporation, so long as its services to the Corporation hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any manager, partner, member (including its members and the owners of its members), officer or employee of the Adviser to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Corporation's portfolio companies, subject to applicable law).  The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder.  It is understood that directors, officers, employees and stockholders of the Corporation are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, stockholders, members, managers or otherwise, and that the Adviser and directors, officers, employees, partners, stockholders, members and managers of the Adviser and its affiliates are or may become similarly interested in the Corporation as stockholders or otherwise.

6. Responsibility of Dual Directors, Officers and/or Employees.

If any person who is a manager, partner, member, officer, director or employee of the Adviser is or becomes a director, officer and/or employee of the Corporation and acts as such in any business of the Corporation, then such manager, partner, member, officer, director and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Corporation, and not as a manager, partner, member, officer or employee of the Adviser or under the control or direction of the Adviser, even if paid by the Adviser.

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7. Indemnification; Limitation of Liability.

(a)Indemnification.  The Adviser (and its officers, directors, managers, partners, members, agents, employees, controlling persons and any other person or entity affiliated with the Adviser) (collectively, the "Indemnified Parties") shall not be liable to the Corporation for any action taken or omitted to be taken by the Adviser or such other person in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation (except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, and the Corporation shall indemnify, defend and protect the Indemnified Parties and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Corporation or its security holders) arising out of or otherwise based upon the performance of any of the Adviser's duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation.  Notwithstanding the preceding sentence of this Paragraph 7 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser's duties or by reason of the reckless disregard of the Adviser's duties and obligations under this Agreement.

8. Effectiveness, Duration and Termination of Agreement.

(a)Term and Effectiveness.  This Agreement shall become effective as of the first date written above.  This Agreement shall remain in effect for two years and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Corporation and (ii) the vote of a majority of the Corporation's directors who are not parties to this Agreement or "interested persons" (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party ("Independent Directors"), in accordance with the requirements of the Investment Company Act.

(b)Termination.  This Agreement may be terminated at any time, without the payment of any penalty, by either party upon 60 days' written notice to the other party.  This Agreement shall automatically terminate in the event of its "assignment" (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act).  The provisions of Section 7 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement.

9. Notices.

Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office.

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10. Amendments.

This Agreement may be amended in writing by mutual consent of the parties hereto, subject to the provisions of the Investment Company Act.

11. Entire Agreement; Governing Law.

This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof.  Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement shall be construed in accordance with the laws of the State of Colorado.  For so long as the Corporation is regulated as a BDC under the Investment Company Act, this Agreement shall also be construed in accordance with the applicable provisions of the Investment Company Act.  In such case, to the extent the applicable laws of the State of Colorado, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.

"CORPORATION"

INTEGRITY CAPITAL INCOME FUND, INC.

By:   /s/ Eric Davis  

Name:Eric Davis

Title:President

"ADVISOR"

INTEGRITY WEALTH MANAGEMENT,

a division of Integrity Bank & Trust

By:   /s/ Randall Rush  

Name:Randall Rush

Title:Chairman

Signature Page to

Investment Advisory and Administrative Services Agreement

APPENDIX A

Investment Description/Assumptions	Incentive Fee
Example 1 Investment income (including interest, dividends, fees, etc.) = 5.00% Preferred Return(1) = 7.5% Base Management Fee = 1.5% Other expenses (legal, accounting, custodian, transfer agent, etc.) = 1.0% Net Investment Income (Investment income – (Base Management Fee + other      expenses)) = 2.5% Net Investment Income does not exceed the Preferred Return rate, therefore there is no Incentive Fee payable.	0%
Example 2 Investment income (including interest, dividends, fees, etc.) = 11.1% Preferred Return(1) = 7.5% Base Management Fee = 1.5% Other expenses (legal, accounting, custodian, transfer agent, etc.) = 1.0% Net Investment Income (Investment income – (Base Management Fee + other      expenses)) = 8.6% Incentive Fee= 20% × Net Investment Income  = 20% x (8.6% – 7.5%)              = 0.22% Net Investment Income exceeds the Preferred Return rate, so an Incentive Fee is payable	0.22%

(1) Preferred Return represents the annual hurdle rate that must be achieved prior to earning any Incentive Fee.

A-1

EX-10.3

Exhibit 10.3

LICENSE AGREEMENT

This LICENSE AGREEMENT (this "Agreement") is effective as of August 29, 2014 (the "Effective Date") by and between Integrity Wealth Management, a division of Integrity Bank & Trust, a Colorado corporation (the "Licensor"), and Integrity Capital Income Fund, Inc., a Colorado corporation (the "Licensee") (each a "party," and collectively, the "parties").

RECITALS

WHEREAS, Licensor owns the trade name "Integrity Bank," and related logo, evidenced by Assigned Serial Nos. 2876685  and  2876686 (the "Licensed Mark"), for the United States (the "Territory");

WHERES, Licensor intends to apply for an additional mark in connection with financial and investment services in the field of securities, private equity and debt financing, portfolio and fund management; investment products including open- and closed-end investment funds, all of which will relate to and be included in the definition of "Licensed Mark" for all purposes under this Agreement.

WHEREAS, the Licensor is an investment adviser that is exempt from registration under the Investment Advisers Act of 1940, as amended (the "Advisers Act").

WHEREAS, the Licensee is a newly organized non-diversified, closed-end management investment company that intends to elect to be treated as a business development company under the Investment Company Act of 1940, as amended (the "1940 Act").

WHEREAS, pursuant to the Investment Advisory and Administrative Services Agreement, effective August 29, 2014, by and between the Licensor and the Licensee (the "Advisory Agreement"), the Licensee has engaged the Licensor to act as the investment adviser to the Licensee and to provide certain administrative services to the Licensee necessary for it to operate.

WHEREAS, the Licensee desires to use the Licensed Mark in connection with the operation of its business, and the Licensor is willing to permit the Licensee to use the Licensed Mark, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1

LICENSE GRANT TO THE LICENSEE

1.1License.  Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and the Licensee hereby accepts from Licensor, a non-exclusive, royalty-free right and license to use the Licensed Mark solely and exclusively as an element of the Licensee's own company name and in connection with the business operations of the Licensee.  Except as provided above, neither the Licensee nor any affiliate, owner, director, officer, employee, or agent thereof shall otherwise use the Licensed Mark or any derivative thereof without the prior express written consent of the Licensor in its sole and absolute discretion.  All rights not expressly granted to the Licensee hereunder shall remain the exclusive property of Licensor.

1

1.2 Licensor's Use.  Nothing in this Agreement shall preclude Licensor or any of its respective successors or assigns from using or permitting other entities to use the Licensed Mark whether or not such entity directly or indirectly competes or conflicts with the Licensee's business in any manner.

ARTICLE 2

OWNERSHIP

2.1Ownership.  The Licensee acknowledges and agrees that Licensor is the owner of all right, title, and interest in and to the Licensed Mark, and all such right, title, and interest shall remain with the Licensor.  The Licensee shall not otherwise contest, dispute, or challenge Licensor's right, title, and interest in and to the Licensed Mark.

2.2Goodwill.  All goodwill and reputation generated by Licensee's use of the Licensed Mark shall inure to the benefit of Licensor.  The Licensee shall not by any act or omission use the Licensed Mark in any manner that disparages or reflects adversely on Licensor or its business or reputation.  Except as expressly provided herein, no party may use any trademark or service mark of another party without that party's prior written consent, which consent shall be given in that party's sole discretion.

ARTICLE 3

COMPLIANCE

3.1Quality Control.  In order to preserve the inherent value of the Licensed Mark, the Licensee agrees to use reasonable efforts to ensure that it maintains the quality of the Licensee's business and the operation thereof equal to the standards prevailing in the operation of the Licensor's and the Licensee's business as of the date of this Agreement.  The Licensee further agrees to use the Licensed Mark in accordance with such quality standards as may be reasonably established by Licensor and communicated to the Licensee from time to time in writing, or as may be agreed to by the parties from time to time in writing.  The Licensee acknowledges that the Licensor retains the right to inspect the books and records of the Licensee from time to time to determine whether the Licensee is maintaining such quality standards.

3.2Compliance With Laws.  The Licensee agrees that the business operated by it in connection with the Licensed Mark shall comply with all laws, rules, regulations and requirements of any governmental body in the Territory or elsewhere as may be applicable to the operation, advertising and promotion of the business, and that it shall notify Licensor of any action that must be taken by the Licensee to comply with such law, rules, regulations or requirements.

2

3.3Sample Right.  The Licensor shall have the right to receive, upon request made to the Licensee, samples of each use of the Licensed Mark by the Licensee.

3.4Notification of Infringement.  The Licensee shall immediately notify the Licensor and provide to the Licensor all relevant background facts upon becoming aware of (i) any registrations of, or applications for registration of, marks in the Territory that do or may conflict with the Licensed Mark, and (ii) any infringements, imitations, or illegal use or misuse of the Licensed Mark in the Territory.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1Mutual Representations.  Each party hereby represents and warrants to the other parties as follows:

(a)Due Authorization.  Such party is a corporation, duly organized and in good standing in the jurisdiction or its incorporation as of the Effective Date, and the execution, delivery and performance of this Agreement by such party has been duly authorized by all necessary action on the part of such party.

(b)Due Execution.  This Agreement has been duly executed and delivered by such party and, with due authorization, execution and delivery by the other party, constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

(c)No Conflict.  Such party's execution, delivery and performance of this Agreement do not: (i) violate, conflict with or result in the breach of any provision of the articles or by-laws (or similar organizational documents) of such party; (ii) conflict with or violate any law or governmental order applicable to such party or any of its assets, properties or businesses; or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of any contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which it is a party.

ARTICLE 5

TERM AND TERMINATION

5.1Term.  This Agreement shall expire:  (i) upon expiration or termination of the Advisory Agreement; (ii) if the Licensor ceases to serve as investment adviser to the Licensee; (iii) upon any material breach of the Agreement by the Licensee that is not cured within 15 days; or (iv) upon sixty (60) days' written notice of termination by the Licensor or the Licensee to the other party.

5.2Upon Termination.  Upon expiration or termination of this Agreement pursuant to Paragraph 5.1 above, all rights granted to the Licensee under this Agreement with respect to the Licensed Mark shall cease, and the Licensee shall immediately discontinue use of the Licensed Mark; provided, however, that notwithstanding the foregoing, so long as the Licensee promptly makes all reasonable efforts to change its name, and in fact does change its name within six months of termination of this Agreement so as not to include the Licensed Mark, the continued use of the Licensed Mark by the Licensee as part of its own company name during such six month period shall not constitute a breach of this Agreement.

3

ARTICLE 6

MISCELLANEOUS

6.1Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  No party may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other parties.  No assignment by any party permitted hereunder shall relieve the applicable party of its obligations under this Agreement.  Any assignment by a party in accordance with the terms of this Agreement shall be pursuant to a written assignment agreement in which the assignee expressly assumes the assigning party's rights and obligations hereunder.

6.2Independent Contractor.  Except as expressly provided or authorized in the Advisory Agreement, no party shall have, or shall represent that it has, any power, right or authority to bind the other parties to any obligation or liability, or to assume or create any obligation or liability on behalf of the other parties.

6.3Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service (with signature required), by facsimile, by electronic mail, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses:

If to the Licensor:

Integrity Wealth Management Group

c/o Integrity Bank & Trust

13540 Meadowgrass Drive, Suite 100

Colorado Springs, Colorado 80921

Phone:  (719) 955-4801

Attn:  Randall Rush, Chairman

If to the Licensee:

Integrity Capital Income Fund, Inc.

13540 Meadowgrass Drive, Suite 100

Colorado Springs, Colorado 80921

Phone:  (719) 955-4801

Attn:  Eric Davis, President

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6.4Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Colorado applicable to contracts formed and to be performed entirely within the State of Colorado without giving effect to the conflicts of law principles thereof, to the extent such principles would require to permit the application of the laws of another jurisdiction.  The parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in the State of Colorado and waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

6.5Amendment.  This Agreement may not be amended or modified except by an instrument in writing signed by all parties hereto.

6.6No Waiver.  The failure of any party to enforce at any time for any period the provisions of or any rights deriving from this Agreement shall not be construed to be a waiver of such provisions or rights or the right of such party thereafter to enforce such provisions, and no waiver shall be binding unless executed in writing by all parties hereto.

6.7Severability.  If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

6.8Headings.  The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

6.9Counterparts.  This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original instrument and all of which taken together shall constitute one and the same agreement.

6.10Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties with respect to such subject matter.

6.11Third-Party Beneficiaries.  Nothing in this Agreement, either express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

[Remainder of Page Intentionally Blank]

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IN WITNESS WHEREOF, each party has caused this Agreement to be executed as of the Effective Date by its duly authorized officer.

LICENSOR:

INTEGRITY WEALTH MANAGEMENT,

a division of Integrity Bank & Trust

By:  /s/ Randall Rush          

Name:  Randall Rush

Title:  Chairman

LICENSEE:

INTEGRITY CAPITAL INCOME FUND, INC.

By:  /s/ Eric Davis  

Name:  Eric Davis

Title:  President

6

EX-10.4

Exhibit 10.4

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into this ___ day of January 2014 (the "Effective Date"), by and between Integrity Capital Income Fund, Inc., a Colorado corporation (the "Company"), and the undersigned ("Indemnitee").

WHEREAS, at the request of the Company, Indemnitee currently serves as an executive officer and/or directorof the Company and may, therefore, be subjected to claims, suits or proceedings arising as a result of his service.

WHEREAS, as an inducement to Indemnitee to continue to serve as such executive officer and/or director, the Company has agreed to indemnify and to advance expenses and costs incurred by Indemnitee in connection with any such claims, suits or proceedings, to the fullest extent permitted by law.

WHEREAS, the parties by this Agreement desire to set forth their agreement regarding indemnification and advance of expenses.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1.Services by Indemnitee. Indemnitee will serve as an executive officer and/or directorof the Company. However, this Agreement shall not impose any obligation on Indemnitee or the Company to continue Indemnitee's service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

2.Indemnification — General. The Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise to the fullest extent permitted by Colorado law in effect on the date hereof and as amended from time to time; provided, however, that no change in Colorado law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Colorado law as in effect on the date hereof. The rights of Indemnitee provided in this paragraph shall include, without limitation, the rights set forth in the other sections of this Agreement, including any additional indemnification permitted by Section 7-109-101 et seq. of the Colorado Business Corporation Act ("CBCA"). Notwithstanding anything to the contrary in this paragraph or any other section of this Agreement, for so long as the Company is subject to the Investment Company Act of 1940 and the regulations promulgated thereunder (the "Investment Company Act"), the Company shall not indemnify or advance Expenses to Indemnitee to the extent such indemnification or advance would violate the Investment Company Act.

3.Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason of his Corporate Status, he is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed Proceeding, other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by him or on his behalf in connection with a Proceeding by reason of his Corporate Status unless it is established that (i) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (ii) Indemnitee actually received an improper personal benefit in money, property or services, or (iii) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that his conduct was unlawful.

4.Proceedings by or in the Right of the Company.  Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be, made a party to or a witness in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all amounts paid in settlement and all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding unless it is established that (i) the act or omission of Indemnitee was material to the matter giving rise to such a Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty or (ii) Indemnitee actually received an improper personal benefit in money, property or services.

5.Court-Ordered Indemnification. Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application of Indemnitee and such notice as the court shall require, may order indemnification in the following circumstances:

(a) if it determines Indemnitee is entitled to reimbursement under Section 7-109-103 of the CBCA, the court shall order indemnification, in which case Indemnitee shall be entitled to recover the expenses of securing such reimbursement; or

(b)  if it determines that Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not Indemnitee (i) has met the standards of conduct set forth in Section 7-109-102(1) of the CBCA or (ii) has been adjudged liable for receipt of an improper personal benefit under Section 7-109-102(4) of the CBCA, the court may order such indemnification as the court shall deem proper.  However, indemnification with respect to any Proceeding in which liability shall have been adjudged in the circumstances described in Section 7-109-102(4) of the CBCA shall be limited to Expenses.

6.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is, by reason of his Corporate Status, made a party to and is successful, on the merits or otherwise, in the defense of any Proceeding, he shall be indemnified for all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.  If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee under this Section 6 for all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter, allocated on a reasonable and proportionate basis.  For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

7.Advance of Expenses. The Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding to which Indemnitee is, or is threatened to be, made a party or a witness, within ten business days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee's good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to claims, issues or matters in the Proceeding as to which it shall ultimately be established that the standard of conduct has not been met and which have not been successfully resolved as described in Section 6. For so long as the Company is subject to the Investment Company Act, any advancement of Expenses shall be subject to at least one of the following as a condition of the advancement: (a) Indemnitee shall provide a security for his or her undertaking, (b) the Company shall be insured against losses arising by reason of any lawful advances or (c) a majority of a quorum of the "disinterested, non-party directors" of the Company, or Independent Counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full-trial-type inquiry), that there is reason to believe that Indemnitee ultimately will be found entitled to indemnification.  To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis.  The undertaking required by this Section 7 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee's financial ability to repay such advanced Expenses and without any requirement to post security therefor.

8.Procedure for Determination of Entitlement to Indemnification.  (a)  To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification.  The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.

(b)  Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Directors ("Disinterested Directors"), or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Directors, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten business days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.  Any costs or Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company shall indemnify and hold Indemnitee harmless therefrom.

9.Presumptions and Effect of Certain Proceedings. (a)  In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 8(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption.

(b)  The termination of any Proceeding by judgment, order, settlement, conviction, a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, does not create a presumption that Indemnitee did not meet the requisite standard of conduct described herein for indemnification.

10.Remedies of Indemnitee. (a)  If (i) a determination is made pursuant to Section 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made pursuant to Section 7 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 8(b) of this Agreement within 30 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 6 of this Agreement within ten business days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within ten business days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Colorado of his entitlement to such indemnification or advance of Expenses.  

(b) In any judicial proceeding commenced pursuant to this Section 10 the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be.

(c)  If a determination shall have been made pursuant to Section 8(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 10, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee's statement not materially misleading, in connection with the request for indemnification.

(d)  In the event that Indemnitee, pursuant to this Section 10, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company for, any and all Expenses actually and reasonably incurred by him in such judicial adjudication. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated.

11.Defense of the Underlying Proceeding. (a)  Indemnitee shall notify the Company promptly upon being served with or receiving any summons, citation, subpoena, complaint, indictment, information, notice, request or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company's ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.

(b)  Subject to the provisions of the last sentence of this Section 11(b) and of Section 11(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall notify Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under Section 11(a) above.  The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee.  This Section 11(b) shall not apply to a Proceeding brought by Indemnitee under Section 10 above or Section 17 below.

(c)  Notwithstanding the provisions of Section 11(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee's Corporate Status, (i) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld, that he may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld, that an actual or apparent conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or (iii) if the Company fails to assume the defense of such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee's choice, subject to the prior approval of the Company, which shall not be unreasonably withheld, at the expense of the Company.  In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee's choice, subject to the prior approval of the Company, which shall not be unreasonably withheld, at the expense of the Company (subject to Section 10(d)), to represent Indemnitee in connection with any such matter.

12.Non-Exclusivity; Survival of Rights; Subrogation; Insurance; Investment Company Act.  (a)  The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Articles of Incorporation or Bylaws of the Company, any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise.  No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal.

(b)  In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(c)  The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable or payable or reimbursable as expenses hereunder if and to the extent that (i) Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise, or (ii) for so long as the Company is subject to the Investment Company Act, indemnification or payment or reimbursement of expenses would not be permissible under the Investment Company Act.

13.Insurance. The Company will use its reasonable best efforts to acquire directors and officers liability insurance, on terms and conditions deemed appropriate by the Board of Directors of the Company, with the advice of counsel, covering Indemnitee or any claim made against Indemnitee for service as a director or officer of the Company and covering the Company for any indemnification or advance of Expenses made by the Company to Indemnitee for any claims made against Indemnitee for service as a director or officer of the Company.  Without in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements and reasonable Expenses incurred by Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in the previous sentence.

14.Indemnification for Expenses of a Witness.  Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding, whether instituted by the Company or any other party, and to which Indemnitee is not a party, he shall be advanced all reasonable Expenses and indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

15.Duration of Agreement; Binding Effect. (a)  This Agreement shall continue during the term of Indemnitee's Corporate Status and terminate ten years after the date that Indemnitee's Corporate Status shall have ceased; provided, that the rights of Indemnitee hereunder shall continue until the final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advance of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 10 of this Agreement relating thereto.

(b)  The indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, trustee, officer, employee or agent of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the written request of the Company, and shall inure to the benefit of Indemnitee and his spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

(c)  The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

16.Severability.  If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

17.Exception to Right of Indemnification or Advance of Expenses.  Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement or otherwise or (b) the Company's Bylaws, as amended, the Articles of Incorporation, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.

18.Execution.  This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by email or facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such email or facsimile signature page were an original thereof.

19.Headings.  The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

20.Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

21.Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service (with signature required), by facsimile, by electronic mail, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses:

If to the Indemnitee, to:  The address set forth on the signature page hereto.

If to the Company:

Integrity Capital Income Fund, Inc.

13540 Meadowgrass Drive, Suite 100

Colorado Springs, CO  80921

Phone:  (719) 955-4801

Attn:  Randall Rush, Chairman

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

22.Governing Law.  The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, (i) the laws of the State of Colorado applicable to contracts formed and to be performed entirely within the State of Colorado, without regard to its conflicts of laws rules, to the extent such rules would require or permit the application of the laws of another jurisdiction, and (ii) the Investment Company Act.  To the extent the applicable laws of the State of Colorado or any applicable provision of this Agreement shall conflict with the applicable provisions of the Investment Company Act, the latter shall control.

23.Third-Party Beneficiaries.  Nothing in this Agreement, either express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement

24.Definitions. For purposes of this Agreement:

(a)"Change of Control" shall mean the occurrence of any of the following events after the Effective Date of this Agreement:

(i)the sale or other disposition of all or substantially all of the Company's assets; or

(ii)the acquisition, whether directly, indirectly, beneficially (within the meaning of rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")) or of record, as a result of a merger, consolidation or otherwise, of securities of the Company representing fifteen percent (15%) or more of the aggregate voting power of the Company's then-outstanding Common Stock by any "person" (within the meaning of Sections 13(d) and 14(d) of the 1934 Act), including, but not limited to, any corporation or group of persons acting in concert, other than (i) the Company or its subsidiaries and/or (ii) any employee pension benefit plan (within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974) of the Company or its subsidiaries, including a trust established pursuant to any such plan.

(b) "Corporate Status" means the status of a person who is or was a director, trustee, officer, employee or agent of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for which such person is or was serving at the request of the Company.

(c)"Disinterested Director" means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(d) "Expenses" shall include all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

(e)"Independent Counsel" means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement.  If a Change of Control has not occurred, Independent Counsel shall be selected by the Board of Directors, with the approval of Indemnitee, which approval will not be unreasonably withheld. If a Change of Control has occurred, Independent Counsel shall be selected by Indemnitee, with the approval of the Board of Directors, which approval will not be unreasonably withheld.

(f)"Proceeding" includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative (including on appeal), except one (i) initiated by an Indemnitee pursuant to Section 10 of this Agreement to enforce his rights under this Agreement or (ii) pending or completed on or before the Effective Date, unless otherwise specifically agreed in writing by the Company and Indemnitee.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each party has caused this Agreement to be executed as of the Effective Date by its duly authorized officer.

COMPANY:

INTEGRITY CAPITAL INCOME FUND, INC.

By:    __________________________________________________________

Name:    ______________________________________________________

Title:   ________________________________________________________

INDEMNITEE:

Name:   ______________________________________________________

Address:   __________________________________________________

____________________________________

Email:     _____________________________________________________

Title:    ______________________________________________________

Date:        ____________________________________________________

EXHIBIT A

FORM OF UNDERTAKING TO REPAY EXPENSES ADVANCED

The Board of Directors of Integrity Capital Income Fund, Inc.

Re: Undertaking to Repay Expenses Advanced

Ladies and Gentlemen:

This undertaking is being provided pursuant to that certain Indemnification Agreement (the "Indemnification Agreement") dated the ___ day of ________ 2014, by and between Integrity Capital Income Fund, Inc. (the "Company") and the undersigned Indemnitee ("Indemnitee"), pursuant to which I am entitled to advance of expenses in connection with [Description of Proceeding] (the "Proceeding").

Terms used herein and not otherwise defined shall have the meanings specified in the Indemnification Agreement.

I am subject to the Proceeding by reason of my Corporate Status or by reason of alleged actions or omissions by me in such capacity. I hereby affirm that at all times, insofar as I was involved as [a director/officer] of the Company, in any of the facts or events giving rise to the Proceeding, I (1) acted in good faith and honestly, (2) did not receive any improper personal benefit in money, property or services and (3) in the case of any criminal proceeding, had no reasonable cause to believe that any act or omission by me was unlawful.

In consideration of the advance of Expenses by the Company for reasonable attorneys' fees and related expenses incurred by me in connection with the Proceeding (the "Advanced Expenses"), I hereby agree that if, in connection with the Proceeding, it is established that (1) an act or omission by me was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty or (2) I actually received an improper personal benefit in money, property or services or (3) in the case of any criminal proceeding, I had reasonable cause to believe that the act or omission was unlawful, then I shall promptly reimburse the portion of the Advanced Expenses relating to the claims, issues or matters in the Proceeding as to which the foregoing findings have been established and which have not been successfully resolved as described in Section 6 of the Indemnification Agreement. To the extent that Advanced Expenses do not relate to a specific claim, issue or matter in the Proceeding, I agree that such Expenses shall be allocated on a reasonable and proportionate basis.

IN WITNESS WHEREOF, I have executed this Affirmation and Undertaking on this ___ day of _________________ 20___.

__________________________

Indemnitee 

EX-10.5

Exhibit 10.5

CUSTODY AGREEMENT

This Agreement is effective January 2, 2014, by and between Integrity Capital Income Fund, Inc., of 13540 Meadowgrass Drive, Suite 100, Colorado Springs, Colorado 80921 (hereinafter referred to as the "Principal") and Integrity Bank & Trust, Inc., a commercial bank incorporated under the laws of the State of Colorado having its principal place of business at 1275 Village Ridge Point, Monument, Colorado 80132 (hereinafter referred to as the "Agent").

The Principal hereby appoints the Agent to serve as custodial agent with respect to the property described herein and the Agent accepts such appointment, all in accordance with the provisions mutually agreed to and stipulated as follows:

1.Property Subject to Agreement.  The Principal shall deliver, or cause to be delivered, to the Agent certain property, which shall constitute the initial contribution of property subject to the provisions of this Agreement.  The Principal reserves the right to deliver to the Agent from time-to-time, additional property, subject to acceptance of such additional property by the Agent.  The property originally delivered to the Agent, and earnings there from, together with any additional property delivered to the Agent, and earnings there from, shall constitute the "Custodial Property."

2.Transfer and Registration of Custodial Property.  The Principal agrees to provide all necessary endorsements and documents to enable the Agent to transfer and register the Custodial Assets in the name of the Agent, or a nominee of the Agent, for the benefit of the Principal.

3.Powers and Duties of the Agent.

a) The Agent shall receive, safe keep, and protect all of the Custodial Property delivered to and accepted by the Agent.

b) The Agent shall register all securities that constitute the Custodial Property in the name of the Agent, or a nominee of the Agent, for the benefit of the Principal.  All certificated securities shall be held for safekeeping in the vault of the Agent or deposited with a third party safekeeping custodian.  Non-certificated securities shall be registered in book entry form with the direct issuer of the securities or an agent of the issuer.

c) The Agent shall use reasonable diligence to collect the income, earnings, and corpus payable with respect to the Custodial Property.

d) The Agent shall present for payment all securities that have been called, redeemed, retired or otherwise become payable, and endorse for collection on behalf of the Principal all checks, drafts, or other negotiable or transferable instruments.

e) The Agent shall temporarily invest each day in an approved money market account or fund all available cash balances that constitute a portion of the Custodial Property.

f) The Agent shall have no discretionary investment authority under this Agreement; however, the Agent shall execute in a commercially-reasonable period of time all purchase, sale or exchange transactions that have been directed by the Principal, but only after receiving authorization from the Principal, in accordance with Subparagraph 4(a) below.  The Agent shall be specifically authorized to purchase and retain any deposits or other securities issued by the Agent or any affiliate of the Agent upon receiving written direction from the Principal.

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g) In executing any brokered transactions the Agent shall use a brokerage firm selected by the Agent.  The Agent or any affiliate shall not receive any brokerage commission for executing any transaction; however, the Agent may at its discretion, assess a specified service fee for executing directed transactions.  Purchases will be entered by the Custodian provided the Principal has made available such funds as are required to settle such purchases.  Sale orders will be entered by Custodian provided Principal has placed such securities in deliverable form in the custody of the Custodian.

h) The Agent shall make payments from the Custodial Property at the direction of the Principal, in accordance with Subparagraph 4(b) below.

i) The Agent shall prepare and provide accounting statements for the Custodial Property following each calendar quarter and annual accounting period.

j) The Agent shall, with reasonable diligence, exercise any and all voting rights, proxies, options, redemption rights, tender offers, warrants, or similar elections for which the Agent receives actual or written notice; however, the Principal reserves the right to direct the Agent in writing regarding the exercise of such rights.

k) Except as otherwise stated herein, the Agent shall be entitled to exercise all of the powers conferred by the Colorado Uniform Trust Code, C.R.S.  15-1.5-101.

4.Powers and Duties of the Principal.

a) The Principal shall assume and retain full responsibility for directing the Agent with respect to the purchase, sale, exchange, or retention of investment securities.  Such directions may be given either verbally, email or in writing but all verbal directions must be confirmed by email or writing.

b) The Principal, either jointly or individually, reserves the right to withdraw any and all cash or securities from the Custodial Property by providing written, email or verbal directions to the Agent; however, any verbal directions must be confirmed by email or in writing.

c) The Principal shall be responsible for the payment of all taxes, expenses, commissions, charges, and fees incurred with respect to the Custodial Property or by the Agent in exercising its duties hereunder.

5.Fiduciary Relationship and Indemnification of the Agent.  The Agent is acting in a fiduciary capacity under the terms of this agreement.  All income, gains and losses shall be attributable to the property of the Principal.  In addition, the Principal agrees to indemnify the Agent for any damages or claims resulting from the making, retention, or disposition of any investment by the Agent in accordance with the provisions of this Agreement.  Principal agrees to reimburse, indemnify and hold harmless Agent from and against any and all liability, loss, claim, damage or expense (except for negligence or fraud on the part of the Agent) resulting from the exercise by Agent of any authority, express or implied, granted to it hereunder, or from the claims of third parties, or from any taxes or other governmental charges, and any expenses related thereto, which may be imposed or assessed in respect to this Agreement or any part thereof.

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6.Securities Held as Custodial Property Not Guaranteed.  The Principal acknowledges that the securities purchased for and held as Custodial Property are neither insured nor guaranteed by the Agent.

7.Compensation of the Agent.  As compensation for the Agent's services hereunder Principal agrees to pay an annual fee of 0.15% of the Custodial Property.  The Agent will invoice Principal on a quarterly basis for the pro-rata portion of the annual amount, calculated as of the last business day of each calendar quarter.

8.Amendment of the Agreement.  The terms of this Agreement may be amended only by the mutual consent of the Principal and Agent and evidenced by a written amendment to this Agreement.

9.Termination of the Agreement.  Either party may terminate this Agreement by providing to the other party a written notice of intent to terminate at least thirty (30) days prior to the termination date.  The Agent shall be entitled to a commercially-reasonable period of time following the termination date in which to conclude its services as Agent and transfer the Custodial Property to the Principal.

10.Successor Agent.  Any corporation into which Integrity Bank & Trust shall be merged or with which it shall be consolidated, or any corporation to which all or substantially all of its fiduciary services business shall be transferred, shall be the successor to Integrity Bank & Trust, as Agent hereunder, without the execution or filing of any instruments or the performance of any further act and shall have the same powers, duties, authority and discretion as though originally named in this document.

11.Agent Not Legal Counsel for Principal.  The Agent has provided this document as a party to the Agreement, but not as legal counsel for the Principal.  The Principal is strongly advised to confer with its own legal counsel regarding the provisions of this Agency Agreement.

12.SEC Rule 14b-1 Notice & Election.  Rule 14b-1 of the Securities Exchange Act requires Integrity Bank & Trust, as the registered holder of the Principal's securities, to disclose the Principal's names and amount of holdings to the issuer of any securities that requests such information, unless the Principal requests that this information not he disclosed.  Therefore, in order for the Agent to preserve the confidentiality of client information, the Principal, by execution of this Agency Agreement, hereby requests that his or her name and holdings not be disclosed to the issuer of any security held in this Custody Account, unless otherwise agreed in writing.

13.Governing Law.  The provisions of this Agreement shall be governed by and construed under the laws of the State of Colorado.

14.Principal's Taxpayer Identification Number Certification.  Under penalties of perjury, the Principal first named above hereby certifies that the Taxpayer I.D.  Number shown below is correct and that the Principal is not subject to backup withholding.

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The Principal and Agent have executed this Agreement on the date first above written.

PRINCIPAL

Integrity Capital Income Fund, Inc.

By:   /s/ Eric S. Davis 

Eric S. Davis, President

Tax I.D. No.:  46-4285184

AGENT

Integrity Bank & Trust, Inc.

By: /s/ Randall Rush 

Title: Chairman

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