UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): October 28, 2015

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

---

EXPLANATORY NOTE

 

On November 2, 2015, November 17, 2015 and December 3, 2015, Integrity Capital Income Fund, Inc. filed Forms 8-K (the "Initial Reports") reporting that the sales price of recent shares of common stock was $10.15 per share.   Integrity Capital Income Fund, Inc. is filing this amendment to reflect the correct sales price of recent shares of common stock as reported in the Initial Reports.  The correct sales price is the net asset value as of the date of each sale.  No other amendments to the Initial Reports are being effected hereby.

On October 29, 2015 we sold approximately 25,255 shares of our common stock at a price of $10.18 per share.  We received net proceeds of $257,100 in connection with the Company's offering of its common stock.  No commissions were paid on the sales.

On November 16, 2015 we sold approximately 116,470 shares of our common stock at a price of $10.20 per share.  We received net proceeds of $1,188,000 in connection with the Company's offering of its common stock.  No commissions were paid on the sales.

On December 1, 2015 we sold approximately 263,140 shares of our common stock at a price of $10.16 per share.  We received net proceeds of $2,673,500 in connection with the Company's offering of its common stock.  No commissions were paid on the sales.

The issuance of our common stock 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 thereunder.  Our common stock was sold only to investors who were "accredited investors," as defined in Rule 501 promulgated under the Securities Act of 1933.  No general solicitation or advertising was used in connection with the sales of our common stock.

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.