##### Table of Contents



U.S. SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2007
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 001-33005
 Integrity Bancshares, Inc.
  Georgia
    
    58-2508612(State or other jurisdiction of 
incorporation or organization)
    
    (IRS Employer
Identification No.)
 11140 State Bridge Road, Alpharetta, Georgia 30022
 (770) 777-0324  (Issuers telephone number)
 (Former name, former address and former fiscal year, if changed since last report)
 þ o
  o þ o
 o þ




---



##### 



INTEGRITY BANCSHARES, INC.
AND SUBSIDIARY
 INDEX
 PagePART I.
    
    FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets  June 30, 2007 and December 31, 2006
    
    
    3Consolidated Statements of Operations and Comprehensive Income (Loss)
Three and Six Months Ended June 30, 2007 and 2006
    
    
    4Consolidated Statements of Cash Flows -
Six Months Ended June 30, 2007 and 2006
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    10Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4. Controls and Procedures
    
    
    20PART II.
    
    OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    22Item 1A. Risk Factors
    
    
    22Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22Item 3. Defaults Upon Senior Securities
    
    
    23Item 4. Submission of Matters to a Vote of Security Holders
    
    
    23Item 5. Other Information
    
    
    23Item 6. Exhibits
    
    
    23Signatures
    
    
    24EX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32 SECTION 906 CERTIFICATION OF THE CEO AND CFO
  2




---



##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS  INTEGRITY BANCSHARES, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 June 30,2007
    
    December 31,(Dollars in thousands)
    
    (Unaudited)
    
    2006ASSETS:Cash and due from banks
    
    $
    3,963
    
    
    $
    5,719Interest-bearing deposits in banks
    
    
    506
    
    
    
    85Securities available for sale, at fair value
    
    
    150,129
    
    
    
    133,923Restricted equity securities, at cost
    
    
    5,392
    
    
    
    1,727Loans
    
    
    1,026,796
    
    
    
    941,580Less: allowance for loan losses
    
    
    (24,445
    )
    
    
    (9,825
    )Net loans
    
    
    1,002,351
    
    
    
    931,755Premises and equipment
    
    
    21,510
    
    
    
    15,372Other real estate owned
    
    
    6,978
    
    
    
    542Bank owned life insurance
    
    
    21,204
    
    
    
    20,687Deferred taxes
    
    
    4,940
    
    
    
    5,442Other assets
    
    
    25,174
    
    
    
    9,569Total assets
    
    $
    1,242,147
    
    
    $
    1,124,821LIABILITIES AND STOCKHOLDERS EQUITY
LIABILITIES:Deposits:Noninterest-bearing demand
    
    $
    16,446
    
    
    $
    20,146Interest-bearing:Demand
    
    
    113,466
    
    
    
    125,446Savings
    
    
    32,718
    
    
    
    31,963Time, $100,000 and over
    
    
    195,249
    
    
    
    169,615Other time
    
    
    634,512
    
    
    
    581,617Total deposits
    
    
    992,391
    
    
    
    928,787Federal funds purchased and repurchase agreements
    
    
    50,589
    
    
    
    46,551Federal Home Loan Bank advances
    
    
    75,000
    
    
    
    5,000Subordinated long-term debentures
    
    
    52,022
    
    
    
    52,022Other liabilities
    
    
    18,285
    
    
    
    12,089Total liabilities
    
    
    1,188,287
    
    
    
    1,044,449STOCKHOLDERS EQUITY:Common stock, no par value; 50,000,000 shares authorized; 15,511,014 and
14,764,538 shares issued and outstanding, respectively
    
    
    64,253
    
    
    
    60,723Accumulated (deficit) earnings
    
    
    (8,691
    )
    
    
    20,280Accumulated other comprehensive loss
    
    
    (1,702
    )
    
    
    (631
    )Total stockholders equity
    
    
    53,860
    
    
    
    80,372Total liabilities and stockholders equity
    
    $
    1,242,147
    
    
    $
    1,124,821
 See Accompanying Notes to Condensed Consolidated Financial Statements.
 3




---



##### Table of Contents



INTEGRITY BANCSHARES, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
  Three months
    
    Six monthsended June 30,
    
    ended June 30,(Dollars in thousands, except share and per share amounts)
    
    2007
    
    2006
    
    2007
    
    2006Interest incomeLoans, including fees
    
    $
    19,597
    
    
    $
    17,966
    
    
    $
    42,081
    
    
    $
    33,539Interest-bearing deposits in banks
    
    
    6
    
    
    
    1
    
    
    
    8
    
    
    
    2Federal funds sold
    
    
    2
    
    
    
    137
    
    
    
    22
    
    
    
    228Taxable investment securities
    
    
    2,032
    
    
    
    1,161
    
    
    
    3,759
    
    
    
    2,068Total interest income
    
    
    21,637
    
    
    
    19,265
    
    
    
    45,870
    
    
    
    35,837Interest expenseTime deposits, $100,000 and over
    
    
    2,568
    
    
    
    1,963
    
    
    
    4,907
    
    
    
    3,590Other deposits
    
    
    9,823
    
    
    
    6,980
    
    
    
    19,207
    
    
    
    12,660Federal Home Loan Bank advances
    
    
    906
    
    
    
    16
    
    
    
    1,428
    
    
    
    24Other borrowings
    
    
    806
    
    
    
    25
    
    
    
    1,437
    
    
    
    58Long-term debentures
    
    
    986
    
    
    
    504
    
    
    
    1,962
    
    
    
    894Total interest expense
    
    
    15,089
    
    
    
    9,487
    
    
    
    28,941
    
    
    
    17,226Net interest income
    
    
    6,548
    
    
    
    9,778
    
    
    
    16,929
    
    
    
    18,611Provision for loan losses
    
    
    48,415
    
    
    
    848
    
    
    
    49,488
    
    
    
    2,139Net interest income
(loss) after provision
for loan losses
    
    
    (41,867
    )
    
    
    8,930
    
    
    
    (32,559
    )
    
    
    16,472Other incomeService charges on deposit accounts
    
    
    19
    
    
    
    21
    
    
    
    37
    
    
    
    41Income from bank owned life insurance
    
    
    259
    
    
    
    171
    
    
    
    517
    
    
    
    171Other operating income
    
    
    131
    
    
    
    161
    
    
    
    217
    
    
    
    270Total other income
    
    
    409
    
    
    
    353
    
    
    
    771
    
    
    
    482Other expenseSalaries and employee benefits
    
    
    2,468
    
    
    
    2,525
    
    
    
    5,307
    
    
    
    4,835Occupancy and equipment expenses
    
    
    579
    
    
    
    651
    
    
    
    1,216
    
    
    
    1,152Other operating expenses
    
    
    1,936
    
    
    
    1,548
    
    
    
    3,492
    
    
    
    2,833Total other expense
    
    
    4,983
    
    
    
    4,724
    
    
    
    10,015
    
    
    
    8,820Income (loss) before income taxes (benefits)
    
    
    (46,441
    )
    
    
    4,559
    
    
    
    (41,803
    )
    
    
    8,134Income tax expense (benefit)
    
    
    (14,524
    )
    
    
    1,778
    
    
    
    (12,832
    )
    
    
    3,176Net income (loss)
    
    $
    (31,917
    )
    
    $
    2,781
    
    
    $
    (28,971
    )
    
    $
    4,958Other comprehensive income (loss)Unrealized losses on securities available-for-
sale arising during period, net of tax benefit
    
    
    (1,274
    )
    
    
    (788
    )
    
    
    (1,071
    )
    
    
    (995
    )Comprehensive income (loss)
    
    
    (33,191
    )
    
    
    1,993
    
    
    
    (30,042
    )
    
    
    3,963Basic earnings (loss) per common share
    
    $
    (2.06
    )
    
    $
    .19
    
    
    $
    (1.88
    )
    
    $
    .34Diluted earnings (loss) per common share
    
    $
    (2.06
    )
    
    $
    .18
    
    
    $
    (1.88
    )
    
    $
    .32Dividends per share
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 See Accompanying Notes to Condensed Consolidated Financial Statements.
 4




---



##### Table of Contents



INTEGRITY BANCSHARES, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
  Six monthsended June 30,(Dollars in thousands)
    
    2007
    
    2006Cash flows from operating activities:Net income (loss)
    
    $
    (28,971
    )
    
    $
    4,958Adjustments to reconcile net income (loss) to net cash
provided by operating activities:Depreciation, accretion and amortization
    
    
    654
    
    
    
    265Stock compensation
    
    
    229
    
    
    
    485Increase in interest receivable
    
    
    (931
    )
    
    
    (1,562
    )Increase in interest payable
    
    
    2,469
    
    
    
    2,290Excess tax benefits from exercise of options
    
    
    (1,308
    )
    
    
    (535
    )Provision for loan losses
    
    
    49,488
    
    
    
    2,139Income from bank owned life insurance
    
    
    (517
    )
    
    
    (171
    )Net gains on sales of premises and equipment
    
    
    (39
    )
    
    
    (137
    )Net (gains) losses on sale of other real estate
    
    
    (22
    )
    
    
    142Write-downs of other real estate
    
    
    25
    
    
    
    160Net other operating activities
    
    
    (8,576
    )
    
    
    (1,958
    )Net cash provided by operating activities
    
    
    12,501
    
    
    
    6,076Cash flows from investing activities:Net increase in interest-earning deposits in banks
    
    
    (421
    )
    
    
    (14
    )Net decrease in federal funds sold
    
    
    
    
    
    
    6,243Proceeds from maturities and paydowns of securities available-for-sale
    
    
    10,203
    
    
    
    7,269Purchases of restricted equity securities
    
    
    (3,664
    )
    
    
    (1,738
    )Purchases of securities available for sale
    
    
    (28,272
    )
    
    
    (30,835
    )Purchase of bank owned life insurance
    
    
    
    
    
    
    (20,000
    )Net loans made to customers, net of principal collected on loans
    
    
    (128,953
    )
    
    
    (164,689
    )Purchases of premises and equipment
    
    
    (6,610
    )
    
    
    (1,663
    )Proceeds from sale of other real estate
    
    
    2,518
    
    
    
    1,073Net cash used in investing activities
    
    
    (155,199
    )
    
    
    (204,354
    )Cash flows from financing activities:Net (decrease) increase in noninterest-bearing deposits
    
    
    (3,700
    )
    
    
    2,561Net increase in interest-bearing deposits
    
    
    67,304
    
    
    
    133,955Net increase in federal funds purchased and repurchase agreements
    
    
    4,038
    
    
    
    8,375Proceeds from exercise of stock options
    
    
    1,992
    
    
    
    850Excess tax benefits from exercise of options
    
    
    1,308
    
    
    
    535Net increase in Federal Home Loan Bank advances
    
    
    70,000
    
    
    
    25,000Issuance of subordinated debt
    
    
    
    
    
    
    27,836Net cash provided by financing activities
    
    
    140,942
    
    
    
    199,112Net (decrease) increase in cash and due from banks
    
    
    (1,756
    )
    
    
    834Cash and due from banks at beginning of period
    
    
    5,719
    
    
    
    5,068Cash and due from banks at end of period
    
    $
    3,963
    
    
    $
    5,902Supplemental disclosures of cash paid during the period:Interest
    
    $
    26,472
    
    
    $
    14,937Income taxes
    
    $
    1,310
    
    
    $
    3,952Supplemental disclosures of noncash investing activities:Transfer of loans to other real estate owned
    
    $
    8,868
    
    
    $
    1,375
 See Accompanying Notes to Condensed Consolidated Financial Statements.
 5




---



##### Table of Contents



INTEGRITY BANCSHARES, INC.
AND SUBSIDIARY
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 NOTE 1. BASIS OF PRESENTATION
     NOTE 2. ACCOUNTING POLICIES
  NOTE 3. STOCK COMPENSATION PLANS
   6




---



##### Table of Contents



Weighted-Weighted-
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateExercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Term
    
    
    Value ($000)Outstanding at December 31,
2006
    
    
    1,214,466
    
    
    $
    4.89Granted
    
    
    
    
    
    
    Exercised
    
    
    (738,466
    )
    
    
    2.58Forfeited
    
    
    (15,000
    )
    
    
    11.00Outstanding at June 30, 2007
    
    
    461,000
    
    
    $
    8.38
    
    
    
    7.60
    
    
    $
    607Exercisable at June 30, 2007
    
    
    272,089
    
    
    $
    6.24
    
    
    
    7.08
    
    
    $
    554
    Weighted-Weighted-
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateExercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Term
    
    
    Value ($000)Outstanding at December 31, 2006
    
    
    297,000
    
    
    $
    4.52Granted
    
    
    
    
    
    
    Exercised
    
    
    (8,000
    )
    
    
    11.00Forfeited
    
    
    
    
    
    
    Outstanding at June 30, 2007
    
    
    289,000
    
    
    $
    4.34
    
    
    
    6.20
    
    
    $
    937Exercisable at June 30, 2007
    
    
    289,000
    
    
    $
    4.34
    
    
    
    6.20
    
    
    $
    937
   7




---



##### Table of Contents



NOTE 4. EARNINGS (LOSS) PER SHARE
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Basic Earnings Per Share:Weighted average common shares outstanding
    
    
    15,511,014
    
    
    
    14,607,842
    
    
    
    15,393,317
    
    
    
    14,532,423Net income (loss)
    
    $
    (31,916,624
    )
    
    $
    2,780,953
    
    
    $
    (28,971,018
    )
    
    $
    4,957,936Basic earnings (loss) per share
    
    $
    (2.06
    )
    
    $
    0.19
    
    
    $
    (1.88
    )
    
    $
    0.34Diluted Earnings (Loss) Per Share:Weighted average common shares outstanding
    
    
    15,511,014
    
    
    
    14,607,842
    
    
    
    15,393,317
    
    
    
    14,532,423Net effect of the assumed exercise of stock
options based on the treasury stock method
using average market prices for the period
    
    
    
    
    
    
    629,831
    
    
    
    
    
    
    
    923,505Total weighted average common shares and
common stock equivalents outstanding
    
    
    15,511,014
    
    
    
    15,237,673
    
    
    
    15,393,317
    
    
    
    15,455,928Net income (loss)
    
    $
    (31,916,624
    )
    
    $
    2,780,953
    
    
    $
    (28,971,018
    )
    
    $
    4,957,936Diluted earnings (loss) per share
    
    $
    (2.06
    )
    
    $
    0.18
    
    
    $
    (1.88
    )
    
    $
    0.32
 NOTE 5. Recent Accounting Pronouncements
  8




---



##### Table of Contents



Accounting for
Uncertainty in Income Taxes  an interpretation of FASB Statement 109 Accounting for Income Taxes
 9




---



##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
  Forward Looking Statements
   Overview
  10




---



##### Table of Contents



Critical Accounting Policies
   Allowance for loan losses
 special
mention, substandard, doubtful, and loss.
  Impaired Loans
 11




---



##### Table of Contents



Unallocated Loss Factors
 Liquidity and Capital Resources
    MinimumRegulatoryActual
    
    RequirementTo Be WellCapitalizedUnder PromptFor Capital
    
    CorrectiveAdequacy
    
    ActionConsolidated
    
    Bank
    
    Purposes
    
    ProvisionsLeverage capital ratios
    
    
    5.97
    %
    
    
    6.63
    %
    
    
    4.00
    %
    
    
    5.00
    %Risk-based capital ratios:Tier 1 capital
    
    
    6.23
    
    
    
    6.91
    
    
    
    4.00
    
    
    
    6.00Total capital
    
    
    10.22
    
    
    
    9.68
    
    
    
    8.00
    
    
    
    10.00
  12




---



##### Table of Contents



Commitments and Contractual Obligations
    (Dollars in Thousands)
    
    2007
    
    2008
    
    2009
    
    2010
    
    2011
    
    ThereafterDemand and Savings
    
    $
    162,630
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Time Deposits
    
    
    401,647
    
    
    
    384,446
    
    
    
    26,380
    
    
    
    7,484
    
    
    
    6,621
    
    
    
    3,183FHLB Advances
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    
    
    
    
    35,000Other borrowed funds
    
    
    5,589
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,000Long-term debentures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,022Commitments to customers
under lines and letters of
credit
    
    
    67,194
    
    
    
    181,901
    
    
    
    48,692
    
    
    
    11,990
    
    
    
    18
    
    
    
    99Commitments under lease
agreements
    
    
    41
    
    
    
    61
    
    
    
    31
    
    
    
    
    
    
    
    
    
    
    
    Commitments under
building contracts
    
    
    321$
    662,422
    
    
    $
    566,408
    
    
    $
    75,103
    
    
    $
    34,474
    
    
    $
    6,639
    
    
    $
    135,304
   Financial Condition
  13




---



##### Table of Contents



14




---



##### Table of Contents



June 30,
    
    %(Dollars in thousands)
    
    2007
    
    2006
    
    ChangeTotal investment securities
    
    $
    157,859
    
    
    $
    92,548
    
    
    
    70.6
    %Loans, net
    
    
    1,012,682
    
    
    
    764,374
    
    
    
    32.5Earning assets
    
    
    1,182,603
    
    
    
    877,180
    
    
    
    34.8Total assets
    
    
    1,239,013
    
    
    
    911,946
    
    
    
    35.9Non-interest-bearing deposits
    
    
    16,651
    
    
    
    14,673
    
    
    
    13.5Interest-bearing deposits
    
    
    935,395
    
    
    
    779,639
    
    
    
    20.0Borrowed funds
    
    
    188,164
    
    
    
    37,136
    
    
    
    406.7Total funds
    
    
    1,140,210
    
    
    
    831,448
    
    
    
    37.1Total equity
    
    
    88,536
    
    
    
    71,106
    
    
    
    24.5
 Asset Quality
    15




---



##### Table of Contents



June 30,(In thousands)
    
    2007
    
    2006Nonaccrual loans
    
    $
    67,891
    
    
    $
    542Loans contractually past due ninety days or more as to interest
or principal payments and still accruing
    
    
    0
    
    
    
    3,679Restructured loans
    
    
    0
    
    
    
    0Potential problem loans
    
    
    29,815
    
    
    
    820Interest income that would have been recorded on nonaccrual
and restructured loans under original terms
    
    
    2,652
    
    
    
    4Interest income that was recorded on nonaccrual and
restructured loans
    
    
    0
    
    
    
    0
   16




---



##### Table of Contents



Allowance for Loan Losses
  Six Months EndedJune 30,(Dollars in Thousands)
    
    2007
    
    
    2006Average amount of loans outstanding
    
    $
    995,169
    
    
    $
    738,477Balance of allowance for loan losses at beginning of period
    
    $
    9,825
    
    
    $
    5,612Loans charged offCommercial and financial
    
    
    (17,093
    )
    
    
    Real estate mortgage
    
    
    (17,775
    )
    
    
    (160
    )Installment
    
    
    
    
    
    
    (34,868
    )
    
    
    (160
    )Loans recoveredCommercial and financial
    
    
    
    
    
    
    Real estate mortgage
    
    
    
    
    
    
    Installment
    
    
    
    
    
    
    
    
    
    
    Net charge-offs
    
    
    (34,868
    )
    
    
    (160
    )Additions to allowance charged to operating expense during period
    
    
    49,488
    
    
    
    2,139Balance of allowance for loan losses at end of period
    
    $
    24,445
    
    
    $
    7,591Ratio of net loans charged off during the period to
average loans outstanding
    
    
    3.5
    %
    
    
    0.02
    %
   17




---



##### Table of Contents



Results of Operations for the Three and Six Months Ended June 30, 2007 and 2006
    Non-interest Income
  18




---



##### Table of Contents



Non-interest Expenses
    19




---



##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM
4. CONTROLS AND PROCEDURES
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  
    
    The Board of Directors took steps to make major changes in the Banks
management structure and organization. Currently, efforts are underway to hire
additional qualified staff and management in key leadership and the risk management
area to eliminate these weaknesses in internal controls.
    
    The Company has enhanced its risk rating methodology and, based on the new
ratings system, re-graded and re-evaluated the entire loan portfolio with the
assistance of the independent third-party consultant.
    
    The Board of Directors has substantially reduced the Banks internal lending
limit on loans to a single related borrower.
 20




---



##### Table of Contents




    
    The Board of Directors has hired qualified independent consultants and advisors
to provide professional assistance in the loan administration, credit risk, and other
management functions.
   21




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS.
  
 ITEM 1A. RISK FACTORS
  We may face liquidity constraints and experience higher costs of funding if we are unable to
return to a well-capitalized status in the near future.
  Losing key personnel will negatively affect us.
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
  22




---



##### Table of Contents



ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 (a)
    
    The Companys Annual Meeting of Stockholders was held on May 16, 2007.(b)
    
    See (c) below for the name of each director elected at the meeting and the name
of each other director whose term of office as a director continued after the
meeting.(c)
    
    The following matters, which were previously identified in proxy materials sent
to each shareholder, were voted on at the meeting. The shares represented at
the meeting (11,513,384 or 74.23% of the total outstanding shares on the record
date) voted as follows:
 1.
    
    Proposal to elect three Class II directors to
serve for a three-year term.
 Withheld/Director
    
    For
    
    Against
    
    AbstainDon C. Hartsfield
    
    
    11,411,434
    
    
    
    101,950
    
    
    
    0Jack S. Murphy
    
    
    11,411,357
    
    
    
    102,027
    
    
    
    0Richard H. Peden, Sr.
    
    
    11,431,624
    
    
    
    81,760
    
    
    
    0
 2.
    
    Proposal to approve the Integrity Bancshares,
Inc. 2007 Omnibus Stock Ownership and
Long Term Incentive Plan and the reservation of 1,000,000 shares of
Common Stock for issuance thereunder.
 Withheld/For
    
    Against
    
    Abstain6,821,216
    
    
    1,208,214
    
    
    
    3,483,954
 
 ITEM 5. OTHER INFORMATION.
  
 ITEM 6. EXHIBITS
      23




---



##### Table of Contents



SIGNATURES
  INTEGRITY BANCSHARES, INC.
          (Registrant)DATE:  September 11, 2007
    BY:
    /s/  Harold A. KlemHarold A. Klem, Interim President and C.E.O.(Principal Executive Officer)DATE:  September 11, 2007
    BY:
    /s/  Suzanne LongSuzanne Long, Senior VP & C.F.O.(Principal Financial and Accounting Officer) 24