File No. 333- _________________
         As filed with the Securities and Exchange Commission on [filing date].
                                                                  -----------

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                ----------------

                                    FORM S-1
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                                ----------------

                          INTEGRITY CERTIFICATE COMPANY
             (Exact Name of Registrant as Specified in Its Charter)


          Maryland                        6726                  47-0915149
      (State or other              (Primary Standard        (I.R.S. Employer
Jurisdiction of Incorporation) Industrial Classification  Identification Number)
      Organization)                   Code Number)

                               1 North Main Street
                                 Minot, ND 58703
                                 (701) 852-5292
    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)

                                 Robert Walstad
                               1 North Main Street
                                 Minot, ND 58703
                                 (701) 852-5292
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)

                                   COPIES TO:
                               Gordon Dihle, Esq.
                              Corporate Legal, P.C.
                       8547 E. Arapahoe Road, Suite J-382
                               Englewood, CO 80112
                                 (303) 874-3194

                                -----------------

        Approximate date of commencement of proposed sale to the public: As soon
 as practicable after the effective date of this Registration Statement.

                                -----------------

<PAGE>

     If any of the securities being registered on this Form are to be offered on
a delayed or  continuous  basis  pursuant to Rule 415 of the  Securities  Act of
1933, check the following box. [  ]
                                --

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering.  [  ]
                                                          --

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering.  [  ]
            --

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(d)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering.  [  ]
                         --

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. [  ]
                                 --

                                ----------------

                       CALCULATION OF THE REGISTRATION FEE

--------------------------------------------------------------------------------
                                  Proposed Maximum
  Title of Each Class of               Aggregate                   Amount of
Securities To Be Registered       Offering Price(1)             Registration Fee

--------------------------------------------------------------------------------
Face-Amount Certificates......       $1,000,000                     $126.70
--------------------------------------------------------------------------------

(1)  Estimated   solely  for  the  purposes  of  computing  the  amount  of  the
registration fee in accordance with Rule 457(o) of the Securities Act of 1933.

                               ------------------

     Registrant hereby amends this Registration  Statement on such date or dates
as may be necessary to delay its effective  date until  Registrant  shall file a
further amendment which  specifically  states that this  Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

--------------------------------------------------------------------------------

<PAGE>


                              SUBJECT TO COMPLETION

                          Integrity Certificate Company

              Preliminary Prospectus ______________, [filing date]

This   Prospectus    describes   five   types   of   face-amount    certificates
("Certificates")  currently offered by Integrity  Certificate  Company ("ICC" or
"Company"):

     >       Harvest Certificates
     >       Producer Certificates
     >       Resource Certificates
     >       Prime Certificates
     >       Foundation Certificates

You can use the Certificates to lock-in competitive  interest rates,  guaranteed
by the Company,  for one or more renewable  terms of varying length to suit your
needs. SEE "The Certificates." Like any securities investment,  the Certificates
involve   certain   risks  that  you  should   consider.   SEE   "Special   Risk
Considerations."

Please read this Prospectus  carefully  before you invest and keep it for future
reference.  No one has the  authority to change the terms and  conditions of the
Certificate  as  described  in this  Prospectus,  or to bind the  Company by any
statement not in it.

THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY CHANGE. THE
COMPANY  HAS  FILED  WITH THE  SECURITIES  AND  EXCHANGE  COMMISSION  ("SEC")  A
REGISTRATION  STATEMENT RELATING TO THE SECURITIES DESCRIBED IN THIS PROSPECTUS.
NO ONE MAY  SELL  OR  ACCEPT  OFFERS  TO BUY THE  SECURITIES  DESCRIBED  IN THIS
PROSPECTUS UNTIL THE REGISTRATION STATEMENT, AS AMENDED, BECOMES EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL, NOR A SOLICITATION TO BUY, ANY SECURITIES IN
ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

NEITHER  THE SEC  NOR ANY  STATE  REGULATOR  HAS  APPROVED  OR  DISAPPROVED  THE
SECURITIES  DESCRIBED IN THIS PROSPECTUS OR PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE CERTIFICATES  ARE BACKED BY THE ASSETS OF THE COMPANY.  THEY ARE NOT INSURED
OR GUARANTEED BY THE FEDERAL GOVERNMENT OR ANY GOVERNMENT AGENCY.

                                       1

<PAGE>

                                TABLE OF CONTENTS


GLOSSARY ......................................................................4
QUESTIONS AND ANSWERS .........................................................5
SPECIAL RISK CONSIDERATIONS ...................................................7
THE CERTIFICATES ..............................................................8
         AT A GLANCE ..........................................................8
         HARVEST CERTIFICATES .................................................8
         PRODUCER CERTIFICATES ................................................9
         RESOURCE CERTIFICATES.................................................9
         PRIME CERTIFICATES ...................................................9
         FOUNDATION CERTIFICATES .............................................10
GENERAL TERMS AND CONDITIONS .................................................10
         FACE AMOUNT .........................................................10
         ACCOUNT VALUE .......................................................10
         PRINCIPAL INVESTMENTS ...............................................10
         ADDITIONAL INVESTMENTS ..............................................10
         INTEREST RATES ......................................................11
         GUARANTEE PERIODS ...................................................12
         MATURITY DATE .......................................................12
         FEES AND CHARGES ....................................................12
         OTHER TERMS AND CONDITIONS ..........................................12
PERFORMANCE ..................................................................13
HOW TO BUY CERTIFICATES ......................................................13
         THROUGH THE COMPANY .................................................13
         THROUGH AUTHORIZED SELLERS ..........................................13
         AFFINITY GROUPS .....................................................13
         INVESTMENT AMOUNTS ..................................................13
         CANCELING YOUR ORDER ................................................14
         APPLICATION ACCEPTANCE ..............................................14
ACCESSING YOUR ACCOUNT VALUE .................................................14
         INTEREST WITHDRAWALS ................................................14
         PRINCIPAL WITHDRAWALS AND LOANS .....................................14
         WITHDRAWAL AMOUNTS ..................................................14
         PENALTY FOR EARLY WITHDRAWAL ........................................15
         AFFECT ON INTEREST RATES ............................................15
         REQUESTING A WITHDRAWAL .............................................15
ACCOUNT TRANSACTIONS .........................................................15
         TRANSFERRING OWNERSHIP ..............................................16
         EXCHANGING CERTIFICATES .............................................16
         TRANSFER AGENT.......................................................16
TAX MATTERS ..................................................................16
THE COMPANY ..................................................................17
         ORGANIZATION AND OPERATIONS .........................................17
         DIRECTORS AND OFFICERS ..............................................17
MANAGEMENT ...................................................................18
         BOARD OF DIRECTORS ..................................................18
         COMMITTEES OF THE BOARD OF DIRECTORS ................................18
INVESTMENT ADVISER ...........................................................18
RELATED PARTY TRANSACTIONS ...................................................19
RESERVES .....................................................................19
INVESTMENTS ..................................................................19

                                       2
<PAGE>

         TYPES OF INVESTMENTS ................................................19
         INVESTMENT POLICIES .................................................21
INVESTOR SERVICES ............................................................21
         AUTOMATIC INVESTMENTS ...............................................21
         DIRECT DEPOSITS .....................................................21
         INQUIRIES ...........................................................21
         REPORTS .............................................................22
INDEPENDENT AUDITORS .........................................................22
FINANCIAL STATEMENTS .........................................................22
EXPERTS ......................................................................22
THE COMPANY AND ITS SERVICE PROVIDERS .........................[back cover page]

                                       3

<PAGE>

                                    GLOSSARY

The following is a glossary of terms frequently used in this Prospectus:

ACCOUNT VALUE - Your  principal  investments(s),  plus  accrued  interest,  less
     withdrawals and applicable fees, charges, and penalties.

CERTIFICATE - One of the five different  Certificates  currently offered by this
     Prospectus,  namely, the Harvest,  Foundation,  Producer, Reserve and Prime
     Certificates.

CERTIFICATE ANNIVERSARY - Each twelve-month  period following the Effective Date
     of your Certificate.

COMPANY - Integrity Certificate Company.

EFFECTIVE DATE -  Generally  the  first or  fifteenth  day of any  given  month,
     depending  on when we accept your  application  to purchase a  Certificate.
     Applications  accepted  after  the  first  day of the  month  will  have an
     Effective  Date of the fifteenth day of that month;  applications  accepted
     after the  fifteenth  day of the month will have an  Effective  Date of the
     first day of the following month.

FACE AMOUNT  - The  amount  that  you  invest  at the  time  you  purchase  your
     Certificate,  or, in the case of the  Harvest  Certificate,  the sum of the
     installments  you agree to make  during  the life of the  Certificate.  You
     select the face-amount subject to certain minimum and maximum limitations.

GUARANTEE PERIOD - A time period  that you select to lock in the  interest  rate
     applicable to your principal investment for that period.

INTEREST RATE - The rate of  interest  that  you  earn on your  Certificate.  We
     guarantee  the  interest  rate for the  Guarantee  Periods that you select.
     Interest compounds monthly, based on a 30-day month and a 360-day year.

INTEREST RATE DATE - The date on which we set the interest rate available  under
     the Certificates, generally, the first and fifteenth day of each month.

MATURITY DATE - The date on which  the  Certificate  matures.  Each  Certificate
     matures 20 years after its Effective Date.

MINIMUM  INTEREST  RATE - The minimum  annual rate of interest  you will earn on
     your principal  investment during any Guarantee Period,  currently 3.5% for
     each Certificate.

OUR, US, WE - Integrity Certificate Company.

PRINCIPAL,  PRINCIPAL INVESTMENT - The amount of your initial and any subsequent
     investment (Harvest and Producer  Certificates only). For purposes of these
     definitions,  we treat interest that has accrued during a Guarantee  Period
     as principal for the next Guarantee Period to which it is applied.

CLIENT  CARE  DEPARTMENT  - The  department  of  Integrity  Certificate  Company
     responsible for administering  and servicing the Certificates.  The address
     and  telephone  numbers  of our  Client  Care  Department  are 1 North Main
     Street, Minot, North Dakota 58703, (701) 852-5292).

SURRENDER  VALUE - The  amount  of  your  Account  Value  immediately  prior  to
     surrender, less any applicable fees, withdrawal charge and early withdrawal
     penalty assessable at the time of surrender.

YOU, YOUR - A current or prospective Certificate owner.

                                       4
<PAGE>

                              QUESTIONS AND ANSWERS


WHO  IS ICC? Integrity Certificate Company is a Maryland corporation  registered
     with  the SEC as a  face-amount  certificate  company,  which  is a type of
     investment company. Like other investment companies, ICC invests the monies
     that it receives  from  investors  in a portfolio of  securities  issued by
     other companies. It also invests in other types of assets,  including,  for
     example,  real  estate  and  real  estate  loans.  SEE  "The  Company"  and
     "Investments."

WHAT ARE  THE   CERTIFICATES?   The   Certificates   are  basically   guaranteed
     fixed-income  securities.  When  you buy a  Certificate,  you are  buying a
     guarantee  by the  Company,  backed  solely by its  assets,  to pay you the
     amount of your  principal  investment  (known as the  "face-amount"),  plus
     accrued  interest (less any  withdrawals  and applicable fees and charges),
     when your Certificate matures.  Each Certificate matures 20 years after its
     Effective Date. We currently offer five different Certificates that you can
     select from to suit your needs. SEE "The  Certificates"  and "General Terms
     and Conditions."

WHAT ASSETS BACK THE COMPANY'S  GUARANTEES?  The Company  maintains  reserves to
     meet  its  guarantees  under  the  Certificates.   These  reserves  consist
     primarily of income-producing  instruments such as government and corporate
     bonds,  preferred  stock,  and real estate  mortgages.  SEE  "Reserves" and
     "Other Terms and Conditions" under "General Terms and Conditions."

WHY  BUY A CERTIFICATE?  We offer Certificate  interest rates that are generally
     higher than those available  through bank  certificates of deposits ("CDs")
     or U.S.  Treasury  obligations  ("Treasuries").  SEE "Interest Rates" under
     "General Terms and Conditions." The Certificates also have several features
     that can give you more investment  flexibility  than are available  through
     CDs  and  Treasuries.   SEE  "The  Certificates"  and  "General  Terms  and
     Conditions." SEE also "Special Risk Considerations."

HOW  IS INTEREST  PAID?  You can elect to withdraw the  interest  earned on your
     Certificate  on a monthly,  quarterly,  or annual  basis during the life of
     your Certificate.  You can also allow your interest to accumulate up to the
     Maturity  Date  of  your  Certificate.   Interest  compounds  monthly.  SEE
     "Interest Withdrawals" under "Accessing Your Account Value."

WHAT FACTORS AFFECT THE INTEREST I CAN EARN? The amount of interest you can earn
     will depend on the type of Certificate  you select,  the amount you invest,
     the available  interest rates, and the length of time you decide to lock in
     the interest rate. You can lock in interest rates for Guarantee  Periods of
     1, 3,  5,  and 10  years  (5 or 10  years  in the  case  of the  Foundation
     Certificates).  You will always earn at least the Minimum Interest Rate for
     each Certificate, subject to the terms and conditions described herein. SEE
     "The Certificates" and "General Terms and Conditions."

WHO  MANAGES THE  COMPANY?  The Board of  Directors  ("Board") of the Company is
     primarily  responsible  for the  management  of the Company.  The Board has
     established  an  Investments  Committee,   which  oversees  the  investment
     activities of the Company.  Integrity Money Management,  Inc. ("Adviser" or
     "Integrity Money Management"),  manages the Company's securities portfolio.
     As of  December  31,  2003,  the  Adviser  managed  over  $300  million  in
     investment company assets. SEE "Management."

HOW  DO I BUY,  REDEEM,  OR EXCHANGE  CERTIFICATES?  You can purchase and redeem
     Certificates,  and,  except for the Foundation  Certificates,  exchange one
     Certificate for another, by contacting our Client Care Department. SEE "How
     to  Buy  Certificates,"   "Accessing  Your  Account  Value,"  and  "Account
     Transactions." Certain minimum and maximum investment requirements apply to
     each  Certificate.  SEE  "At A  Glance"  under  "The  Certificates."  For a
     description of fees and charges that may apply, SEE "Fees and Charges under
     "General Terms and  Conditions"  and "Penalty for Early  Withdrawal"  under
     "Accessing Your Account Value."

                                       5
<PAGE>


ARE  THERE ANY FEES AND PENALTIES  UNDER THE  CERTIFICATES?  We assess a service
     fee to process  payments  of  accrued  interest.  We also  assess a maximum
     withdrawal charge of 5% on any Account Values withdrawn prior to your fifth
     Certificate   Anniversary.   This  charge  does  not  apply  to   scheduled
     withdrawals  of interest or to  systematic  withdrawals  under the Resource
     Certificate. In addition, we impose an early withdrawal penalty equal to 12
     months accrued interest on principal  amounts withdrawn prior to your fifth
     Certificate  Anniversary or prior to the end of a Guarantee  Period.  After
     your fifth Certificate  Anniversary,  the early withdrawal  penalty applies
     only if you withdraw  principal prior to the end of a Guarantee Period. SEE
     "Fees and Charges" and "Penalty for Early Withdrawal" under "Accessing Your
     Account Value" for details.

SHOULD I BUY A CERTIFICATE? Before purchasing a Certificate, you should consider
     whether the Certificate  suits your financial  objectives,  particularly in
     light of the  amount  of your  purchase  and the  long-term  nature  of the
     Certificates.  You  should  not  rely on the  Certificates  for  short-term
     financial   needs.   The   Certificates  are  intended  to  be  part  of  a
     well-balanced,   comprehensive   investment  program.   SEE  "Special  Risk
     Considerations," immediately below.

                                       6

<PAGE>

                           SPECIAL RISK CONSIDERATIONS

As with any security  that you buy, you bear certain  risks when you invest in a
Certificate.  We  highlight  below  certain  risks that you may find  prudent to
consider before investing in a Certificate.

OPERATING HISTORY.  The Company is newly formed, which means it has no operating
history or "track record." This fact is common to all new investment companies.

PORTFOLIO INVESTMENTS.  We expect to meet our obligations under the Certificates
through earnings on our portfolio investments.  Because our guarantees under the
Certificates  are  backed  only by our  assets,  you bear a number of  portfolio
investment risks. These risks include,  for example,  (i) market risk (i.e., the
risk that the market value of one or all of our investments might decline), (ii)
credit risk (i.e., the risk that an issuer of a security that we purchased might
default),  (iii)  liquidity  risk  (i.e.,  the  risk  that  one or  more  of our
investments  might  not be  liquid  at the time  necessary  to meet our  payment
obligations),  (iv) interest rate risk (i.e., the risk that interest rates might
move in a direction that causes an adverse effect on our  investments),  and (v)
valuation  risk  (i.e.,  the risk that one or more of our  investments  might be
overvalued).

We will try to minimize these risks by adhering to certain reserve  requirements
and investment  guidelines  established by federal law and  administered  by the
SEC.  SEE  "Reserves"  and  Investments."  However,  a failure of the  Company's
portfolio investments to generate adequate earnings may limit our ability to pay
competitive  interest  rates and could  conceivably  prevent  the  Company  from
meeting its obligations  (i.e.,  default) under the Certificates,  including the
payment of principal and interest.

COMPETITIVE FACTORS. There are but handful of face-amount  certificate companies
in existence today. One company,  American Express Certificate Company f/k/a IDS
Certificate  Company,   dominates  the  face-amount   certificate  industry.  In
addition,  there exist a number of financial products, such as CDs and insurance
products, which offer investors a guaranteed fixed rate of return. Our principal
means of competing is by offering  attractive interest rates on our Certificates
and responsive customer service.


                                       7

<PAGE>

                                THE CERTIFICATES

AT-A-GLANCE

The chart below provides an overview of the five different types of Certificates
we offer. For more detailed  information,  please refer to the remainder of this
section.  SEE ALSO "General Terms and  Conditions"  for  additional  information
about common features of the Certificates.
<TABLE>

----------------------------------------------------------------------------------------------------
<CAPTION>
NAME OF CERTIFICATE       HARVEST     PRODUCER      RESOURCE         PRIME           FOUNDATION
----------------------------------------------------------------------------------------------------
<S>                    <C>           <C>         <C>             <C>              <C>
Certificate Type        Installment  Fully Paid    Fully Paid      Fully Paid        Fully Paid
----------------------------------------------------------------------------------------------------
Minimum Investment          $250*      $2,500       $25,000         $250,000           $1,000
----------------------------------------------------------------------------------------------------
Minimum Additional          $50*        $250**   None Permitted  None Permitted    None Permitted
Investment
----------------------------------------------------------------------------------------------------
Maximum Investment     $1.5 Million   $250,000    $2.5 Million    $2.5 Million      $2.5 Million
----------------------------------------------------------------------------------------------------
Guarantee Periods                    1, 3, 5 or 10 years                            5 or 10 years
----------------------------------------------------------------------------------------------------
<CAPTION>
<S>                    <C>                                                        <C>
Benchmarks             For 1, 3 or 5 Year Guarantee Periods: the HIGHER of (i)
                       the average rate for for CD's of comparable maturities
                       as quoted on the Bank Rate Monitor National Index, and
                       (ii) the yield on Treasuries of comparable maturities on   The rate for the
                       a given Interest Rate Date.                                11th District Cost
                                                                                  of Funds Index
                       For 10 Year Guarantee Periods:  the yield on 10-year
                       Treasury Notes bonds on a given Interest Rate Date.

                       SEE "Interest Rates" under "General Terms and Conditions."
----------------------------------------------------------------------------------------------------
<CAPTION>
<S>                                     <C>
Maturity Date                             20 Years from Effective Date
----------------------------------------------------------------------------------------------------
Interest Rate Target***                 0.5% to 2.5% above benchmark.****
----------------------------------------------------------------------------------------------------
Minimum Interest Rate                       3.5% for all Certificates
----------------------------------------------------------------------------------------------------
</TABLE>

*    The minimum  face-amount for any Harvest  Certificate is $5,000.

**   You may make additional  contributions  to your Producer  Certificate in an
     aggregate  amount  up to 15% of your  initial  investment,  subject  to the
     maximum of $37,500.

***  The Company  reserves  the right to set an interest  rate target  above the
     target  stated  above.

**** Interest rates generally will be higher for larger investments.

HARVEST CERTIFICATES

WHO SHOULD INVEST?  Harvest  Certificates are designed for investors who want to
save for  retirement,  or save to meet college or other long-term  expenses,  by
systematically  investing in a fixed-income  investment that offers  competitive
interest rates.

INVESTMENT  AMOUNTS.  You can  invest  up to the  face-amount  of  your  Harvest
Certificate   in  monthly  or  quarterly   installments,   which  is  why  these
Certificates are sometimes  referred to as "installment  certificates."  You can
select how much you would like to invest on an installment basis, subject to the
limits described above. PLEASE NOTE THAT FAILURE TO MAKE A SCHEDULED PAYMENT FOR
YOUR HARVEST CERTIFICATE MAY RESULT IN THE LAPSE OF YOUR CERTIFICATE. SEE "Lapse
and Reinstatement," immediately below.

LAPSE AND REINSTATEMENT. All scheduled payments for Harvest Certificates are due
on the first day of the  month.  If we do not  receive  your  scheduled  payment
within 10 days of its due date, your  Certificate  will be in default,  and will
lapse.

You can reinstate your Harvest Certificate by paying the missed payment, plus an
administrative  fee equal to the  higher of 5% of the  missed  payment or $5.00,
within six months  from the  original  due date of the missed  payment.  We will
apply any missed  payments  that we receive to the current  Guarantee  Period to
which you have]

                                       8

<PAGE>

applied your Account Value. Any missed payment will earn interest  commencing on
the date we apply it to such Guarantee Period.  Alternatively,  you can elect to
surrender your lapsed  Certificate  for its Surrender  Value, or convert it to a
"fully paid"  Certificate in an amount equal to its then Surrender  Value.  Your
fully  paid  Certificate  will  have  the  same  Maturity  Date as  your  lapsed
Certificate,  and  your  Account  Value  will be  applied  automatically  to the
Guarantee  Period that ends  closest to the  Maturity  Date of the  Certificate,
without  extending past such Maturity  Date, at the interest rate  applicable to
such Guarantee Period.

If,  within six months from the  original due date of your missed  payment,  you
have not  notified  the Company of your  decision  to  reinstate,  surrender  or
convert your lapsed Harvest Certificate,  the Company will automatically convert
your lapsed  Harvest  Certificate  into a fully paid  Certificate  as  described
above.

PRODUCER CERTIFICATES

WHO SHOULD  INVEST?  Producer  Certificates  are designed for investors  seeking
competitive interest rates on a single lump-sum investment,  but who do not have
the amount  necessary to purchase a Prime  Certificate,  which normally offers a
higher rate of interest.

INVESTMENT  AMOUNTS.  You  can  purchase  Producer  Certificates  with a  single
principal  investment  or "lump  sum,"  subject to the limits  described  above.
Because these  Certificates  do not require any  additional  payments,  they are
sometimes  referred  to as  "fully  paid"  Certificates.  You have  the  option,
however,  of making  one or more  additional  principal  investments  in amounts
ranging from $250 up to an aggregate maximum of 15% of your initial  investment,
subject to a maximum of $37,500.  SEE  "Additional  Investments"  under "General
Terms and Conditions."

RESOURCE CERTIFICATES

WHO SHOULD INVEST?  Resource  Certificates are designed for investors  seeking a
high rate of  current  income.  Because  of the  Resource  Certificate's  unique
systematic  withdrawal feature, the Certificate may be ideal for retired persons
who need to receive  disbursements from their retirement accounts either to meet
IRS requirements for minimum  disbursements from their  tax-qualified plan or to
fund retirement living.

INVESTMENT  AMOUNTS.  You  can  purchase  Resource  Certificates  with a  single
principal  investment  ranging from $25,000 to $2.5  million.  Like the Producer
Certificates,  Resource  Certificates are sometimes  referred to as "fully paid"
Certificates.  We do not  accept  additional  principal  investments  under  the
Resource Certificates.

SYSTEMATIC  WITHDRAWAL.  Resource  Certificates  allow  you to  make  systematic
withdrawals  of both  principal  and accrued  interest,  without  incurring  any
withdrawal  charge  or  early  withdrawal  penalty.  To  take  advantage  of the
systematic  withdrawal  feature,  you must  maintain,  at all  times,  a minimum
Account Value equal to 50% of your original principal investment. You can choose
to make systematic  withdrawals either monthly or quarterly.  The minimum amount
you may withdraw at any time is $150. We will treat  withdrawals as coming first
from  accrued  interest  earned  on your  principal  investment,  and then  from
principal.  Systematic withdrawals will reduce the amount of your Account Value,
and may result in the  application  of a lower  interest  rate.  SEE  "Affect on
Interest Rates" under "Accessing Your Account Value."

PRIME CERTIFICATES

WHO SHOULD  INVEST?  Prime  Certificates  are  designed  for  investors  seeking
competitive  interest  rates  on  large  investments.  Interest  rates  on Prime
Certificates  normally  will be the most  favorable  of all of the  Certificates
offered by this Prospectus.

INVESTMENT AMOUNTS.  You can purchase Prime Certificates with a single principal
investment,   subject  to  the  limits  described   above.   Like  the  Producer
Certificates,  Prime  Certificates  are  sometimes  referred to as "fully  paid"
Certificates.  We do not accept additional principal investments under the Prime
Certificates.

                                       9
<PAGE>

FOUNDATION CERTIFICATES

WHO SHOULD INVEST?  Foundation  Certificates are designed for investors  seeking
competitive  interest rates on a single  lump-sum  investment,  who also have an
interest in providing much needed capital to the religious community.

WHAT MAKES THIS CERTIFICATE DIFFERENT? Integrity Certificate Company will invest
at least  35% of the  proceeds  it  receives  from  the  sale of the  Foundation
Certificates in loans used to purchase, construct, or renovate places of worship
and related educational  facilities.  ICC will apply the balance of the proceeds
to other types of investments, such as government and corporate bonds, preferred
stock, and real estate loans.

INVESTMENT  AMOUNTS.  You can  purchase  Foundation  Certificates  with a single
principal  investment or "lump-sum," subject to the limits described above. Like
the Producer  Certificates,  these  Certificates  are  sometimes  referred to as
"fully paid"  Certificates.  We do not accept additional  principal  investments
under the Foundation Certificate.


                          GENERAL TERMS AND CONDITIONS

The following terms and conditions  apply to each type of Certificate  described
in this Prospectus, unless otherwise specifically noted. We reserve the right to
issue other  Certificates  with different  terms and  conditions.  The terms and
conditions of your Certificate may not be changed except by mutual agreement.

FACE AMOUNT

The  face-amount  of your  Certificate  equals the  amount  you invest  when you
purchase  your  Certificate,  or, in the case of the  Harvest  Certificate,  the
amount you agree to invest during the life of the  Certificate.  The face-amount
will remain the same during the life of your Certificate.

ACCOUNT VALUE

Your Account Value  initially  will equal the  face-amount  of your  Certificate
(except for Harvest Certificates, in which case it will equal the amount of your
first scheduled principal investment). Periodically, we will adjust your Account
Value to reflect increases due to additional principal  investments (Harvest and
Producer  Certificates  only)  and  accrued  interest,   and  decreases  due  to
withdrawals and fees and charges or penalties.  SEE "Reports" under "Shareholder
Services" for information on the types of reports we will provide to you.

PRINCIPAL INVESTMENTS

The  amount  that you  invest in your  Certificate  constitutes  your  principal
investment. We also treat interest that has accrued on your Certificate during a
Guarantee Period and that you apply to another Guarantee Period as principal for
that period. We will credit your principal investment and issue your Certificate
on its Effective Date, which generally will be either the first or fifteenth day
of a given month, depending on the date we accept your application.

ADDITIONAL INVESTMENTS

Producer   Certificate   owners  may  make  additional   unscheduled   principal
investments  during the life of their  Certificates,  subject to the minimum and
maximum  limits  described  above.  Please note that we will  credit  additional
principal  investments  only on the first day of each month  coinciding  with or
following  the date we  receive  your  payment.  We will not  accept  additional
principal  investments  for any  Foundation,  Prime,  or  Resource  Certificate.
However,  you can purchase more than one  Certificate of the same type, in which
case we will aggregate your principal  investments  under all  Certificates  for
purposes  of  determining  the  applicable   interest

                                       10
<PAGE>

rate on the  additional  Certificates  you purchase.  SEE  "Applicable  Interest
Rate." Harvest Certificate owners are required to make the principal investments
according to the agreed upon schedule to avoid a lapse of their Certificate.

INTEREST RATES

WHEN WE CALCULATE  INTEREST RATES.  We calculate the Certificate  interest rates
for each  Guarantee  Period  generally at the beginning and middle of each month
(each an  "Interest  Rate  Date").  We may  calculate  the  interest  rates more
frequently  or at different  times,  in our sole  discretion,  and, from time to
time,  we  may  offer  special  promotional  rates  on  the  Certificates.   SEE
"Applicable Interest Rate" below for a discussion of the interest rate that will
apply to your Guarantee Period.

HOW WE CALCULATE  INTEREST  RATES.  We calculate the interest  rates in our sole
discretion,  primarily in response to changes in market conditions, as generally
reflected in the  benchmarks  that we use. On any given  Interest Rate Date, the
interest rates available for each Guarantee Period will be the HIGHER of (i) the
Minimum  Interest  Rate,  and (ii) our Interest  Rate Target for that  Guarantee
Period.  The Minimum  Interest Rate for each  Certificate  is 3.5%. The Interest
Rate Target for each Guarantee  Period will equal the benchmark for that Period,
plus a margin  generally  ranging from 0.50% to 2.5%. At no time will the margin
that we apply be less than 0.50%.

When  determining  the Interest  Rate Target for the one,  three,  and five year
Guarantee   Periods   under  each   Certificate   (other  than  the   Foundation
Certificate), the benchmark will be the HIGHER of: (i) the average rate for CD's
of  comparable  maturity  quoted on the Bank Rate Monitor  National  Index ("BRM
Index"),  and (ii) the yield for Treasuries of comparable  maturity,  on a given
Interest  Rate Date.  The average  rates set out in the BRM Index are based on a
weekly survey of the 50 largest banks and the 50 largest thrift  institutions in
the 10  largest  metropolitan  areas in the  United  States.  The BRM Index is a
publication  of the  Bank  Rate  Monitor,  an  organization  that  collects  and
disseminates  information  about bank rates and the  banking  industry.  The BRM
Index does not include an average rate for 10 year CD's. Accordingly, we use the
yield on 10 year  Treasury  bonds  as the  benchmark  for the 10 year  Guarantee
Period.

The  benchmark  for the 5 and 10 year  Guarantee  Periods  under the  Foundation
Certificates  is the 11th  District  Cost of Funds  Index,  which is a  weighted
average of the costs of borrowing by member banking  institutions of the Federal
Home Loan Bank of San Francisco (the 11th District). The index rate tends to lag
market  interest  rate  adjustments  and tends to be relatively  stable  because
institutions  borrow money for varying terms and do not pay market rates for all
of their borrowings.  The Index is reported  monthly,  but generally lags behind
two months  (e.g.,  January's  index is reported in March,  February's  index is
reported in April, etc.)

We reserve the right to use, in our sole discretion, an index other than the BRM
Index or 11th District Cost of Funds Index should such indexes cease to exist.

APPLICABLE  INTEREST  RATE.  The  applicable  interest  rate  for  your  initial
Guarantee  Period  will be the  rate  in  effect  on the  date  we  accept  your
application and receive your principal  investment at our offices.  We will send
you a confirmation  of the interest rate that applies to your  Certificate.  For
subsequent principal  investments made under the Producer  Certificate,  we will
apply the interest rate in effect for the current  Guarantee Period in which you
are  invested.  You will begin earning  interest on the  Effective  Date of your
Certificate  or, in the case of any subsequent  principal  investment  permitted
under the Producer  Certificates,  on the first day of the month  following  the
date we receive the payment.  Prior to the end of each Guarantee Period, we will
notify  you of the  interest  rates  available  under your  Certificate  for the
subsequent  Guarantee Periods.  The interest rate that applies to your Guarantee
Period will remain the same  throughout  that  Guarantee  Period and will not be
affected by changes in Certificate  interest rates that may occur after you lock
in your  interest  rate for that Period.  If you already own a  Certificate  and
purchase  another of the same type,  we will  calculate the interest rate on the
new Certificate  based on the aggregate Account Values that you maintain in each
Certificate of that type.

                                       11
<PAGE>

INFORMATION  ON INTEREST  RATES.  We will publish  quotations  of the  available
interest  rates  from time to time.  Also,  you can find out what the  available
interest  rates are on any given day by calling us at (701)  852-5292.  Interest
rates for future  Guarantee  Periods  may be  greater or less than the  interest
rates for the current Guarantee Period that you select.

GUARANTEE PERIODS

You can  lock  in the  interest  rates  available  under  your  Certificate  for
Guarantee  Periods  of 1, 3, 5 and 10 years (5 and 10 years  only in the case of
the  Foundation  Certificates).  Your  initial  Guarantee  Period  begins on the
Effective  Date.  Generally,  the longer the  Guarantee  Period you select,  the
higher the interest rate you will earn. At the end of each Guarantee Period, you
can select another  Guarantee  Period of the same or different  length.  We will
notify you at least 15 days prior to the  expiration of each  Guarantee  Period.
For convenience,  unless you specify  otherwise prior to the end of your current
Guarantee  Period,  we will  automatically  apply your Account  Value to another
Guarantee Period of equal length,  using the then applicable  interest rate. You
may continue to select  successive  Guarantee Periods up until the Certificate's
Maturity  Date. SEE "Maturity  Date,"  immediately  below.  You may not select a
Guarantee Period that would carry the Certificate past its Maturity Date. If you
select a Guarantee Period that would end after your Certificate's Maturity Date,
we will instead apply your Account Value to the next shortest  Guarantee  Period
that ends at or prior to your  Certificate's  Maturity Date, using that Period's
then applicable interest rate.

MATURITY DATE

The Maturity Date for all ICC  Certificates is 20 years from the Effective Date.
On the  Maturity  Date,  we will pay you your  Account  Value,  which equals the
face-amount of your Certificate, plus any subsequent principal investments, plus
all accrued interest,  less any withdrawals previously taken and less applicable
fees, charges, and penalties previously assessed.

FEES AND CHARGES

SERVICE FEES. We charge a per payment fee of $5.00 to process  regular  monthly,
quarterly,  or annual  payments  of accrued  interest  that you have  elected to
withdraw and $25.00 to process any unscheduled  interest  payment  requests.  We
will deduct the fee from each payment you receive. This charge does not apply to
systematic withdrawals under the Resource Certificates.

WITHDRAWAL  CHARGE.  If you withdraw  some or all of your Account Value prior to
your fifth Certificate Anniversary, we will assess a withdrawal charge from your
remaining  Account  Value or, in the case of a  complete  surrender,  the amount
withdrawn, according to the following schedule:

AS A % OF AMOUNT WITHDRAWN          5%     4%      3%     2%      1%       0%
# OF CERTIFICATE ANNIVERSARIES      1      2       3      4       5      Over 5

This charge does not apply to scheduled withdrawals of interest or to systematic
withdrawals under the Resource Certificates. In addition to a withdrawal charge,
you may be  subject  to an early  withdrawal  penalty.  SEE  "Penalty  for Early
Withdrawal" under "Accessing Your Account Value."

OTHER TERMS AND CONDITIONS

The  Certificates  carry no voting rights and are not entitled to participate in
any dividends that may be declared by the Board of Directors.  The  Certificates
are not secured by any particular asset of the Company;  however, as required by
federal law, the Company  maintains  reserves  with its custodian to support its
obligations under the Certificates. SEE "Reserves."

                                       12

<PAGE>

                                   PERFORMANCE

From  time  to  time,  we  may  quote  current  and  historical  yields  on  our
Certificates in advertisements and in sales literature.  The availability of the
current yields quoted will depend on when you purchase your  Certificate and how
much you invest.  Quotations of historical  yields are not  indicative of future
yields.  We also may compare our yields to those offered by competing  products,
such as CD's and Treasuries, as well as other fixed-income securities.


                             HOW TO BUY CERTIFICATES

You can buy  Certificates  through one of the methods  described below. You must
complete  an  application  and submit it,  along  with  payment,  at the time of
purchase.  WE RESERVE THE RIGHT TO ACCEPT OR REJECT ANY  APPLICATION IN OUR SOLE
DISCRETION.

THROUGH THE COMPANY

BY MAIL.  You can buy  Certificates  directly  from the  Company  by  sending  a
completed  application,  along with a check, to Integrity Certificate Company, 1
North Main Street, Minot, North Dakota 58703.

BY WIRE. You may also wire payments for  Certificates to the Company's wire bank
account.  Before wiring funds,  please call us at (701) 852-5292 to advise us of
your  investment  and to receive  instructions  as to how and where to wire your
investment. The minimum amount you may wire is $1,000. Please remember to return
your completed application to us at the address above.

THROUGH AUTHORIZED SELLERS

You  can  buy  Certificates  through  broker-dealers  that  have  selling  group
agreements with our principal underwriter, Capital Financial Services, Inc. (the
"Underwriter").  The  Underwriter  has agreed to use its best efforts to promote
the  sale of  Certificates.  For its  services,  the  Underwriter  will  receive
compensation that will not exceed the maximum  withdrawal charge and penalty for
early withdrawal.  The Underwriter may re-allow a portion of its compensation to
broker-dealers  with whom it has a selling  group  agreement.  Please call us at
(701)  852-5292  to  find  out  whether  your  broker-dealer  is on our  list of
authorized  sellers.  We will pay any compensation to authorized  sellers out of
our  general  funds,  so  that  all of  your  money  will  be  invested  in your
Certificate.

AFFINITY GROUPS

From time to time,  we may seek to  introduce  our  Certificates  to  members of
affinity groups, including service organizations,  non-profit associations,  and
other  types of  membership  organizations  (collectively,  "affinity  groups").
Although  affinity  groups  are not  permitted  to sell  Certificates,  they may
provide  us with  mailing  lists  and other  information  to enable us to market
Certificates to their members. For their cooperation, we may compensate affinity
groups an amount that we mutually agreed upon.  Please call us at (701) 852-5292
for the current list of affinity groups with whom we have arrangements.

INVESTMENT AMOUNTS

For an  explanation  of the  minimum  and  maximum  investments  in each type of
Certificate,  SEE "The Certificates." Certain additional  restrictions may apply
under if you use the  Certificates  to fund your Individual  Retirement  Account
("IRA") or other qualified retirement plan account.

                                       13
<PAGE>

CANCELING YOUR ORDER

You can,  without  penalty or  withdrawal  charge,  cancel your  investment in a
Certificate within 10 days after we receive your application.  Simply call us at
the same  telephone  number or write to us.  You will not earn any  interest  on
Certificates  that  you  cancel  under  this  provision.  We will  process  your
cancellation request on the business day we receive it and, if applicable,  will
send out a check to you generally within 10 business days.

APPLICATION ACCEPTANCE

All applications to purchase Certificates are subject to acceptance or rejection
by us in our sole  discretion.  If we accept  your  application  to  purchase  a
Certificate,  you will receive a confirmation of such acceptance.  You will also
receive a quarterly statement reflecting all account activity. SEE "Reports." We
do not issue paper  certificates  to  evidence  the  purchase  of  Certificates.
Instead,  we will register your purchase on our books,  thereby relieving you of
the  responsibility  for the safekeeping of paper  certificates  and the need to
deliver them to us upon  redemption.  Please refer to the Certificate  Terms and
Conditions  attached to your  application  for detailed  information  about your
Certificate.


                          ACCESSING YOUR ACCOUNT VALUE

You can access all or any part of your Certificate's  Account Value at any time,
subject to the terms and conditions described below.

INTEREST WITHDRAWALS

You can schedule  regular  withdrawals  of interest  that has accrued under your
Certificate  on a monthly,  quarterly,  or annual basis.  Each accrued  interest
withdrawal  will  be  subject  to a  small  service  fee.  Unscheduled  interest
withdrawals  are  subject to a higher  fee and may be  subject  to a  withdrawal
charge. SEE "Fees and Charges" under "General Terms and Conditions."

PRINCIPAL WITHDRAWALS AND LOANS

You  can  also  withdraw  some  or all of  your  principal  investments  in your
Certificate  prior  to  maturity.  However,  a  withdrawal  charge  and an early
withdrawal  penalty  may  apply  upon  withdrawal,  other  than  for  systematic
withdrawals under the Resource Certificates. SEE "Withdrawal Charge" under "Fees
and Charges," and "Penalty for Early Withdrawal," below.

To avoid incurring a withdrawal charge and the penalty for early withdrawal, you
may  request a  temporary  principal  withdrawal  or "loan" of up to 50% of your
Account Value for a term not to exceed the earlier of five years or the Maturity
Date of your Certificate.  You will not earn interest on the amount you withdraw
from your  Certificate.  Loans are subject to an annual  interest  charge not to
exceed 6% of the amount withdrawn.  If you decide not to reinvest your temporary
principal withdrawal, we will treat it as a permanent withdrawal and will assess
against your remaining Account Value the penalty for early withdrawal that would
have applied at the time of the withdrawal.  Temporary principal withdrawals are
not available for Harvest Certificates.  Withdrawals of principal may cause your
Certificate to fall into a lower interest rate category. SEE "Affect on Interest
Rates," below.

WITHDRAWAL AMOUNTS

The minimum  amount that you may withdraw at any time from your  Certificate  is
$100 ($150 in the case of the Resource  Certificates),  provided,  however, that
the  remaining  Account  Value  under  your  Certificate  (other  than  Resource
Certificate) does not fall below the stated minimum investment  amounts. We will
notify  you and seek  additional  instructions  from you if the  amount  of your
withdrawal request would cause your Account Value to fall

                                       14

<PAGE>

below that minimum.  If you fail to respond and your withdrawal would cause your
Account Value to fall below that minimum,  we will treat your request as one for
a complete surrender of your Certificate.

PENALTY FOR EARLY WITHDRAWAL

If you  withdraw  some or all of your  principal  investments  on or before your
fifth Certificate Anniversary or prior to the end of a Guarantee Period, we will
deduct a  penalty  from  your  remaining  Account  Value,  or,  in the case of a
complete  surrender,  from the  amount  withdrawn,  equal to 12 months  interest
payable on the amount withdrawn.  After your fifth Certificate Anniversary,  the
penalty will apply only if you withdraw prior to the end of a Guarantee Period.

The  foregoing  penalty  does not  apply to  systematic  withdrawals  under  the
Resource Certificate.  In addition, the penalty does not apply if the withdrawal
is due to the need to meet unexpected expenses from your death,  disability,  or
hospitalization.

We assess the  foregoing  penalty  largely  because of the negative  impact that
early  withdrawals  of  principal  investments  may have on our reserves and our
ability to offer competitive interest rates to our customers. You may be subject
to additional  penalties if you withdraw  amounts held in a Certificate  from an
IRA or other tax-qualified plan. Please consult your tax adviser.

AFFECT ON INTEREST RATES

A withdrawal will cause a reduction in the Account Value under your Certificate.
If the  reduction  puts your  Account  Value in a lower  category of  applicable
interest  rates,  we will  apply  the lower  interest  rate from the date of the
withdrawal, even if it occurs prior to the end of a Guarantee Period.

REQUESTING A WITHDRAWAL

You may submit  written  requests for a withdrawal  to the Company at our Client
Care Department.  We will treat withdrawal requests as coming first from accrued
interest,  and then from your principal  investment.  We will process withdrawal
requests on the business day that we receive them,  and will send out a check to
you generally within 10 business days.

We may take longer to process your request if you recently  purchased or, in the
case of Producer Certificates,  added to a Certificate with a check that has not
yet cleared.  In addition,  we reserve the right to defer  payments for up to 30
days, in which case we will pay interest on the deferred  payment at the Minimum
Interest Rate. For our mutual protection,  we may require a signature  guarantee
if:

     >    you seek to withdraw an amount in excess of $50,000,

     >    you ask us to pay  redemption  proceeds  to  someone  other  than  the
          registered owners,

     >    you ask us to send  redemption  proceeds to an address  other than the
          address of record,  a preauthorized  bank account,  or a preauthorized
          brokerage firm account,

     >    we receive instructions from an agent, not the registered owners, or

     >    we believe a signature  guarantee  would protect us against  potential
          claims based on the instructions received.

A signature  guarantee  verifies the  authenticity  of your  signature.  You can
obtain a signature  guarantee  from  certain  banks,  brokers or other  eligible
guarantors.  YOU SHOULD  VERIFY THAT THE  INSTITUTION  IS AN ELIGIBLE  GUARANTOR
PRIOR TO SIGNING. A NOTARIZED SIGNATURE IS NOT SUFFICIENT.

                                       15
<PAGE>

                              ACCOUNT TRANSACTIONS

TRANSFERRING OWNERSHIP

You may  transfer  ownership  of your  Certificate  by  submitting  a  completed
transfer request form to our Client Care Department.  Please note that transfers
of ownership from a tax-qualified plan may have adverse tax consequences. Please
consult your tax adviser.

EXCHANGING CERTIFICATES

You may exchange  one  Certificate  for  another,  provided you meet the minimum
investment  threshold for the new Certificate.  This exchange privilege does not
apply to Foundation  Certificates.  Exchanges will become effective on the first
day of the next  Guarantee  Period  following  the date we receive your exchange
request.  Withdrawal charges and penalties do not apply upon the exchange of one
Certificate  for another;  however,  they may apply to withdrawals  from the new
Certificate,  depending on how long you have held the exchanged Certificate.  To
effect an exchange, please call us at (701) 852-5292 to receive instructions.

TRANSFER AGENT

Integrity  Fund  Services,  Inc.  is the  transfer  agent for the  Certificates.
Integrity Fund  Services,  Inc. is an affiliate of Integrity  Money  Management,
Inc., the Investment  Adviser for the Company,  and a wholly owned subsidiary of
Integrity Mutual Funds, Inc., the sole shareholder of the Company.

                                   TAX MATTERS

All interest that you earn on your  Certificate is taxable to you in the year in
which it  accrues,  regardless  of whether  you elect to receive it during  that
year.  We will  send you a report  showing  all  reportable  income  under  your
Certificate.

If you are using your  Certificate to fund an IRA or other  tax-qualified  plan,
you generally  will pay no federal income taxes on your interest until you begin
taking  withdrawals.   However,  withdrawals  from  IRA's  and  qualified  plans
generally are subject to a federal  income tax penalty of 10% if made before age
59 1/2.

We are required to withhold  federal income taxes on IRA withdrawals  unless you
tell us not to. We are also required to withhold 20% on most other distributions
from  tax-qualified  plans,  unless the  distribution is directly rolled over to
another tax-qualified plan or IRA.

If you are using your  Certificate to fund a Roth IRA, your  contributions  will
not be tax deductible;  however, the distributions from your Roth IRA may be tax
free depending on how and when you withdraw your money from the account. Subject
to  certain  income  limitations,  you may make a rollover  contribution  from a
non-Roth IRA to a Roth IRA. The rollover will be taxable  currently,  but future
distributions  from the Roth IRA may be tax free as in the  preceding  sentence.
The  maximum  contribution  to a  Roth  IRA is  $2,000,  not  counting  rollover
contributions,  and  contributions  may be made  beyond age 70 1/2.  The maximum
yearly contribution to all IRA's combined is still $2,000.

The  foregoing  is only a brief  summary of certain  federal  income tax matters
relevant to an  investment in a  Certificate.  It is not intended as tax advice.
Please  consult  a  qualified  tax  adviser  for   information   about  any  tax
consequences with regard to your individual circumstances.

                                       16

<PAGE>

                                   THE COMPANY

ORGANIZATION AND OPERATIONS

The Company was  organized as a Maryland  corporation  on October 4, 2001. It is
registered with the SEC as a face-amount certificate company, which is a type of
investment company. The Company's  capitalization consists solely of 100,000,000
shares of authorized  common stock, par value $0.001 per share ("common stock").
On ___________________,  20___, Integrity Mutual Funds, Inc., the Company's sole
shareholder,  contributed the initial  capitalization of the Company,  and as of
that  date,  owned all of the  issued and  outstanding  shares of the  Company's
common  stock.  As of the date of this  Prospectus,  the  Company has capital in
excess of the minimum  amount  required by the rules and  regulations of the SEC
and the Investment  Company Act of 1940 ("1940 Act").  The Company believes that
its capital is adequate for its business activities.

The Company's business activities currently consist entirely of the issuance and
servicing of Certificates  and the investment of the proceeds  received from the
sale of its  Certificates in securities and other assets.  The  profitability of
the Company's  operations is determined by the difference between (1) the amount
of the Company's earnings on its investment portfolio,  and (2) the expenses the
Company incurs (e.g.,  the interest it agrees to pay, taxes,  and its investment
and operating  expenses,  such as investment  advisory  fees,  brokerage  costs,
custodial expenses, disinterested director fees, and distribution fees).

DIRECTORS AND OFFICERS

Certain information about the Company's directors and officers,  including their
principal  occupations for the past five years, is set out below. Members of the
Board who are considered  "interested persons" of the Company under the 1940 Act
are indicated by an asterisk  (*). The Company has no employees,  and all of the
directors and officers,  other than directors who are not interested  persons of
the  Company,  serve  in such  capacities  without  compensation.  Officers  are
appointed annually at the annual meeting of the Company's Board of Directors.

<TABLE>
<CAPTION>
                              Positions With                 Principal Occupations
    Name and Age               the Company                 During the Past Five Years
    ------------               -----------                 --------------------------
<S>                       <C>                      <C>
                                                   Integrity Mutual Funds, Inc.:
                                                      Chief Executive Officer (2001-Present)
                                                      Director (1987-Present)
                                                      President  (1987-2001, 2002-2003);
                                                   President, Treasurer and Director of:
                                                      Integrity Money Management, Inc.
                                                         (1988-Present)
                                                      ND Capital, Inc. (1988-Present)
                                                      Integrity Fund Services, Inc. (1989-Present)
                                                      ND Tax-Free Fund, Inc. (1988-Present)
                                                      ND Insured Income Fund, Inc. (1990-1999)
Robert Walstad (59)       Chairman of the Board,      Montana Tax-Free Fund, Inc. (1993-Present)
                          President and Treasurer     South Dakota Tax-Free Fund, Inc.,
                                                         (1994-Present),
                                                      Integrity Fund of Funds, Inc. (1994-Present)
                                                      Integrity Small-Cap Fund of Funds, Inc.
                                                        (1998-Present)
                                                      Ranson Managed Portfolios (1996-Present)
                                                      Ranson Capital Corporation (1996-Present)
                                                   President and CEO of Capital Financial Services,
                                                      Inc. (2002-Present);

                                       17

<PAGE>
<CAPTION>
                              Positions With                 Principal Occupations
    Name and Age               the Company                 During the Past Five Years
    ------------               -----------                 --------------------------
<S>                       <C>                      <C>
                                                   Magic Internet Services, Inc.
                                                      Director (1999-Present)
Robert Walstad (59)                                   President (1999-2001)
(continued)                                        Associated with securities industry as NASD licensed
                                                   registered representative (1972-Present).
-------------------------------------------------------------------------------------------------------
Jacqueline L. Case (56)   Secretary and Director   Corporate Secretary of Integrity Mutual Funds, Inc.
                                                   (1988-Present)
-------------------------------------------------------------------------------------------------------
                                                   President and COO, Integrity Mutual Funds, Inc.
                                                       (2003-Present)
                                                   Personal Trust Officer, Wells Fargo Bank North
                                                       Dakota, N.A. (1999-2003)
Mark Anderson (age)       Director                 Business Development Coordinator, Shareholder
                                                       Services Manager and Mutual Fund
                                                       Accountant, ND Holdings, Inc. (1995-1999)
                                                   Trust Accountant, Piper Trust Company (1990-1995)
                                                   Assistant Manager, Proex Photo Systems (1988-1990)
-------------------------------------------------------------------------------------------------------
</TABLE>

                                   MANAGEMENT

BOARD OF DIRECTORS

The Board of Directors  ("Board")  is  responsible  for  managing the  Company's
business affairs. Directors are elected annually at the Company's annual meeting
of  shareholders.  Each Director who is not an interested  person of the Company
receives an annual retainer of  $_______________,  plus a $_____________ fee for
each regular or special  Board  meeting he or she attends.  The  Directors  also
receive  reimbursement  for their expenses  incurred in attending any meeting of
the Board. The Board generally meets quarterly.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has an Audit  Committee,  an Executive  Committee and an Investments
Committee.  The  duties of each  Committee  and its  present  membership  are as
follows:

AUDIT COMMITTEE:  The members of the Audit Committee  consult with the Company's
independent  auditors  if the  auditors  deem it  desirable,  and meet  with the
Company's  independent  auditors at least once annually to discuss the scope and
results  of the  annual  audit of the  Company  and such  other  matters  as the
Committee  members deem  appropriate  or desirable.  Directors  [list names] are
members of the Audit Committee.

EXECUTIVE  COMMITTEE:  During  intervals  between  meetings  of the  Board,  the
Executive Committee possesses and may exercise all of the powers of the Board in
the  management  of the Company  except as to those  matters  that  specifically
require action by the Board. Directors [list names] are members of the Executive
Committee.

INVESTMENTS  COMMITTEE:  The members of the  Investments  Committee  oversee the
investment  activities of the Adviser,  which  manages the Company's  securities
portfolio.


                               INVESTMENT ADVISER

Integrity  Money  Management,  Inc. serves as the Company's  investment  adviser
pursuant to an investment advisory agreement ("Advisory Agreement").  Subject to
the  supervision  of the Board,  the Adviser is  responsible

                                       18
<PAGE>

under the Advisory Agreement for selecting and managing the Company's securities
investments to ensure that the Company has, in cash or qualified investments, as
that  term is  defined  in  Section  28(b) of the 1940  Act,  assets  having  an
aggregate  value not less than that required by applicable law. The Adviser also
is  responsible  for placing  orders for the purchase and sale of the  Company's
securities investments with brokers and dealers that the Adviser selects.

In  addition,  pursuant  to the  Advisory  Agreement,  the Adviser has agreed to
render  regular  reports to the Board  regarding  its  investment  decisions and
brokerage  allocation  practices  for  the  Company,  to  assist  the  Company's
custodian in valuing portfolio  securities and computing the Company's reserves,
and to furnish the Company with the  assistance,  cooperation,  and  information
necessary for it to meet various legal requirements  regarding  registration and
reporting.  The  Adviser  also has  agreed to furnish  to the  Company  adequate
facilities and personnel necessary for the Directors and officers of the Company
to manage the  affairs  and  conduct of the  Company's  business.  The  Adviser,
located  at 1 North Main  Street,  Minot,  North  Dakota  58703 is a  registered
investment  adviser with over $300 million of assets under  management as of the
date of this Prospectus.  For its services, the Adviser receives a quarterly fee
payable  in arrears  based on the annual  percentage,  set forth  below,  of the
average daily net asset value of the Company's assets that it manages:

     ---------------------------------------

     ---------------------------------------

                           RELATED PARTY TRANSACTIONS

Not  applicable.   There  are  no  related  party   transactions  or  any  other
transactions or relationships required to be disclosed.


                                    RESERVES

Federal law  requires us to maintain a portion of the  payments  that we receive
under the  Certificates as reserves.  The purpose of these reserves is to ensure
that we have  enough  assets to meet our  obligations  under  the  Certificates.
Federal  law  also   requires   that  we  invest  our  reserves  in   "qualified
investments,"  which are investments of a kind that life insurance companies can
invest in or hold under the  provisions  of the laws of the District of Columbia
or  those  otherwise   approved  for  investment  by  the  SEC.  SEE  "Types  of
Investments" and "Investment Policies" under "Investments." In addition, federal
law  prohibits us from  declaring or paying  dividends  to our  shareholders  in
excess of certain limits unless we meet our reserve requirements.

We maintain our reserves  with our  custodian,  Wells Fargo Bank  Minnesota,  NA
("Custodian").  Pursuant  to its Custody  Agreement  with us, the  Custodian  is
responsible  for the  safekeeping  of our assets,  and,  among other things,  is
authorized to take certain  remedial steps should we fail to make a payment when
due or otherwise default on any of our obligations under the Certificates.


                                   INVESTMENTS

As noted above,  we are  permitted  to invest our  reserves  only in assets that
constitute  "qualified  investments"  under the laws of the District of Columbia
and such other  assets as the SEC may permit.  Set out below is a summary of the
types of  investments  in which we expect to invest as well as a description  of
certain investment policies established by our Board of Directors.

TYPES OF INVESTMENTS

We expect to invest our  reserves,  as well as the amount that we hold in excess
of the  reserves,  primarily in the types of  securities  and other  investments
described  below.  Except as  specifically  noted, we may invest our

                                       19
<PAGE>

reserves  in  such  investments  without  limitation.  In  addition,  except  as
specifically  noted,  the limitations  described below apply only at the time of
investment. The assets that we hold in excess of reserves are not subject to the
limitations described below.

BANK  OBLIGATIONS.  We may  invest  in CD's,  bankers'  acceptances,  and  other
short-term  debt  obligations  of banks.  CD's are short-term  obligations  that
commercial  banks  issue  for a  specified  period  of time  and at a  specified
interest rate.  Banker's  acceptances are time drafts drawn on a commercial bank
by a borrower, usually in connection with international commercial transactions.

COMMERCIAL  PAPER AND OTHER  CORPORATE  DEBT. We may invest in commercial  paper
issued by  companies  that meet the criteria for  investment  by life  insurance
companies under the laws of the District of Columbia ("qualified corporations").
Commercial  paper  consists  of  short-term   unsecured  promissory  notes  that
qualified  corporations  issue to finance  short-term  credit needs. We also may
invest in longer-term  debt obligations of qualified  corporations.  We will not
invest  more  than  two  percent  of our  reserves  in any  one  issue  of  such
obligations of any one qualified  corporation.  In addition, we do not intend to
invest in any debt  securities  rated below  investment  grade by any nationally
recognized statistical rating organization.

EQUIPMENT RELATED INSTRUMENTS. We may invest in equipment trust certificates and
similar  instruments  (collectively,  "equipment related  instruments") that are
secured by transportation equipment (e.g., railroad cars, trucks, and airplanes)
that has been sold or leased to a common carrier.  Equipment related instruments
are a means of financing  the  acquisition  of equipment.  A trustee,  such as a
bank, holds the title to the equipment, collects purchase or lease payments from
the  purchaser,  and, in turn,  makes  principal  and  interest  payments to the
instrument  holders for a  specified  term.  In case of default,  the trustee is
authorized to sell the equipment to protect the instrument  holders. We will not
invest  more  than  two  percent  of  our  reserves  in  any  one  issue  of  an
equipment-related instrument by any one qualified corporation.

MUNICIPAL  SECURITIES.  We may invest in various types of municipal  securities,
which  are debt  securities  issued  by a  state,  its  political  subdivisions,
agencies,    authorities,    school    districts,    and   other    governmental
instrumentalities  for various  public  purposes,  including,  for example,  the
construction of public facilities,  hospitals,  highways,  and schools.  We will
only  invest in  municipal  securities  that (i)  represent  direct and  general
obligations  of the  issuing  governmental  entity,  or (ii)  are  payable  from
designated revenues pledged to the payment of the principal and interest on such
securities.

PREFERRED  AND COMMON  STOCK.  We may invest in  preferred  and common  stock of
qualified  corporations.  Preferred  stock has priority  over common stock as to
income and  generally  as to the assets of an issuer,  but  usually  has limited
voting  rights.  We may invest in the common  stocks of  qualified  corporations
whose debt and preferred  stock,  if any, also meet our criteria for investment.
We will not invest more than one percent of our  reserves  in the  preferred  or
common stock of any single qualified corporation.

REAL ESTATE AND REAL ESTATE LOANS.  We may invest  directly in real estate or in
real estate loans.  We generally will only purchase or hold real estate if it is
income producing.  We may, however,  also receive real estate in satisfaction of
debts owed to us, and may improve or develop any real estate that we acquire. We
will not invest or agree to invest in real estate if such investment would cause
us to:  (i)  invest  more than two  percent of our  reserves  in real  estate or
improvements  thereon during any period of 12 consecutive months; (ii) invest or
hold more than five  percent  of our  reserves  in real  estate or  improvements
thereon for the purpose of producing  income; or (iii) hold more than 10% of our
reserves in real estate.  We also may invest in real estate  loans  secured by a
first lien on the real estate, provided such loan is worth at least 33 1/3% more
than the amount loaned.

U.S.  GOVERNMENT  SECURITIES.  We may invest in direct  obligations  of the U.S.
Government  ("U.S.  Government  securities").  These  include  bills (which have
maturities of one year or less),  notes (which have  maturities of between 2 and
10 years), and bonds (which have maturities greater than 10 years) issued by the
U.S. Treasury ("Treasury").  The market value of U.S. Government securities will
fluctuate with changes in interest rate levels. Thus, if interest rates increase
from the time the security was purchased,  the market value of the security will
decrease.  Conversely,  if  interest  rates  decrease,  the market  value of the
security will increase.

                                       20
<PAGE>

U.S. GOVERNMENT AGENCY SECURITIES. We may invest in securities issued by certain
federal  agencies that are (i) backed by the full faith and credit of the United
States, (ii) guaranteed by the Treasury,  or (iii) are supported by the agency's
right to borrow from the Treasury.  Issuing  agencies may include,  for example,
the Government National Mortgage  Association  ("GNMA" or Ginnie Mae"),  Federal
National  Mortgage  Association  ("FNMA" or "Fannie Mae"),  or Federal Home Loan
Mortgage  Corporation  ("FHLMC"  or  "  Freddie  Mac").   Although  their  close
relationship  with the U.S.  Government  is believed  to make them  high-quality
securities  with minimal credit risks,  the U.S.  Government is not obligated by
law to support either FNMA or FHLMC.

INVESTMENT POLICIES

The Company's Board has established the investment  policies set out below.  The
Board may change these policies at any time without Certificate owner approval.

BORROWING.  We may borrow money to a limited  extent from banks  (including  the
Company's  custodian  bank) as we deem necessary or appropriate to our business.
We currently do not intend to borrow amounts equal to more than 25% of our total
assets (including the amount borrowed).  We will not buy securities on margin or
sell securities short.

COMMODITIES.  We do not  currently  intend to engage in the  purchase or sale of
commodities.

CONCENTRATION.  We maintain no  restrictions on the amount of securities that we
may invest in any industry or group of industries.  However, we do not currently
intend to concentrate our securities investments in any particular industry.

LOANS.  In addition to real estate loans  described  above, we may make loans of
varying terms to broker-dealers  and other financial  institutions in amounts up
to 85% of the value of the securities pledged as collateral for the loans at the
time we make the loans.  The securities  pledged as collateral must be of a type
in which we can invest.

PORTFOLIO TURNOVER.  We will buy, sell, or hold our assets in the manner that we
deem  prudent,  without  regard  to the  impact  on  the  turnover  rate  of our
portfolio.

SENIOR  SECURITIES.  We are restricted by law from issuing any securities  other
than face-amount certificates, common stock, and promissory notes or other paper
related to our borrowings.

UNDERWRITING SECURITIES. We do not intend to act as an underwriter of securities
issued by other persons. We may, however, be deemed to be an underwriter when we
purchase and later sell unregistered securities.


                                INVESTOR SERVICES

AUTOMATIC INVESTMENTS

You can  automatically  make  periodic  investments  in your Harvest or Producer
Certificates  subject  to  applicable  limits.  SEE  "At A  Glance"  under  "The
Certificates." To establish your automatic  investment plan, please call 1-(701)
852-5292.

DIRECT DEPOSITS

You can  arrange  for  your  investment  in your  Certificates  to be  deposited
directly  out of your payroll or  government  check.  To  establish  your direct
deposit arrangement, please call (701) 852-5292.

                                       21

<PAGE>

INQUIRIES

Integrity  Certificate  Company has a dedicated  staff of  individuals  that are
available  each business day to assist you with questions you may have about the
Certificates  or your  account.  Please call  between the hours of 8:00 and 4:00
Central Time on any business day.

REPORTS

Each quarter we will send you an account  statement  showing your  Certificate's
Account Value, your Certificate's  Surrender Value, and all account activity for
the preceding quarter, including the amount and rate of interest you earned, the
amount of any  principal  investments  you made,  and the amount of any fees and
charges  assessed.  In  addition,  we will send you annual  reports that include
audited financial statements for the Company's fiscal year ending December 31.

We file  quarterly  and annual  reports with the SEC. You may read and copy,  at
prescribed  rates,  these reports and any other  materials that we file with the
SEC at the SEC's  Public  Reference  Room,  located at 450 Fifth  Street,  N.W.,
Washington,  D.C.  20549.  You may  obtain  information  about the SEC's  Public
Reference Room by calling the SEC at 1-800-SEC-0330. You also may obtain reports
and  other   information   about  us  by  visiting  the  SEC's   Internet   site
(www.sec.gov).


                              INDEPENDENT AUDITORS

Brady, Martz & Associates, P.C., located at 24 West Central Avenue, Minot, North
Dakota 58701, serve as the independent  auditors of the Company.  Their auditing
services  include  rendering  an  opinion  on the  financial  statements  of the
Company.


                              FINANCIAL STATEMENTS

We had no material operations prior to the date of this Prospectus.  The Company
undertakes  to file an audited  balance  sheet for the  Company,  as of [balance
sheet  date] and the report of the  Company's  independent  auditors  thereon by
amendment to this Prospectus.



                                     EXPERTS

The Company  has  included  the  audited  balance  sheet in this  Prospectus  in
reliance  upon the  report  of  Brady,  Martz &  Associates,  P.C.,  independent
auditors,  and upon the  authority  of said firm as  experts in  accounting  and
auditing.

                                       22

<PAGE>

                      THE COMPANY AND ITS SERVICE PROVIDERS


THE COMPANY:                                 Integrity Certificate Company
                                             1 North Main Street
                                             Minot, North Dakota  58703
                                             Telephone:  (701) 852-5292
                                             Facsimile:  (701) 838-4902


TRANSFER AGENT                               Integrity Fund Services, Inc.
                                             1 North Main Street
                                             Minot, North Dakota  58703
                                             Telephone:  1-800-601-5593
                                             Facsimile:  (701) 852-2548


INVESTMENT ADVISOR:                          Integrity Money Management, Inc.
                                             1 North Main Street
                                             Minot, North Dakota  58703
                                             Telephone:  (701) 852-5292
                                             Facsimile:  (701) 838-4902


CUSTODIAN:                                   Wells Fargo Bank Minnesota, NA
                                             Institutional Trust & Custody
                                             801 Nicollet Mall, Suite 700
                                             Minneapolis, MN  55479


INDEPENDENT AUDITORS:                        Brady, Martz & Associates, P.C.
                                             24 West Central Avenue
                                             Minot, North Dakota  48701
                                             Telephone:  (701) 852-0196
                                             Facsimile:  (701) 839-5452
                                             Website:  www.bradymartz.com
                                                       ------------------


LEGAL COUNSEL:                               Corporate Legal, P.C.
                                             8547 E. Arapahoe Road, #J-382
                                             Englewood, CO 80112
                                             Telephone:  (303) 874-3194
                                             Facsimile:  (303) 874-3198


                                [back cover page]

                                       23

<PAGE>

                 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

               SEC Registration Fee..................$ 10,000*
               State Fees............................$  7,500*
               Printing Fees.........................$ 10,000*
               Legal fees............................$150,000*
               Accounting Fees.......................$ 15,000*
               Miscellaneous.........................$  7,500*
                                                     --------
               Total:   .............................$200,000*
               -----------------
               * Estimate

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under  Section 2-418 of Maryland  General  Corporation  Law, a  corporation  may
indemnify certain Directors,  officers,  employees,  or agents.  Consistent with
Maryland law, Article Seventh(E)(viii) of Registrant's Articles of Incorporation
("Articles")  permits it to indemnify  its Directors and officers to the fullest
extent permitted by law. In addition,  Article X of Registrant's By-Laws permits
it to insure and indemnify its Directors,  officers, employees and agents to the
fullest  extent  permitted by law. The  above-cited  provisions of  Registrant's
Articles  and  By-Laws,  which have been filed as exhibits to this  Registration
Statement,  are incorporated by reference into this Item to the extent necessary
to respond to this item.

Various  agreements  that  Registrant  has  entered or will  enter into  contain
provisions for the indemnification of Registrant's officers and directors to the
extent permitted by applicable law. These agreements have been filed as exhibits
to this Registration  Statement,  and are hereby  incorporated by reference into
this Item to the extent necessary to respond to this item.

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES.

The  disclosure  set forth under the heading  "The  Company -  Organization  and
Operations"  in the  Prospectus  contained  herein  is  hereby  incorporated  by
reference  in  response  to this item.  Registrant  issued the shares  described
therein  in  reliance  upon  the  exemption  set  forth in  Section  4(2) of the
Securities Act of 1933 for transactions not involving a public offering.

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits:

Exhibit No.  Description of Exhibits (filed herewith unless otherwise indicated)
-----------  -------------------------------------------------------------------

 (1)(a)      Form of Distribution Agreement by and between Registrant and
             Capital Financial Services, Inc.

 (2)         Not applicable.

 (3)(i)      Articles of Incorporation of Integrity Certificate Company

 (3)(ii)     By-laws of Integrity Certificate Company

<PAGE>

 (4)(a)      Form of Application.

 (4)(b)      Form of Account Statement.

 (5)         Opinion re: Legality

 (6)-(9)     Not applicable.

 (10)(a)     Form of Investment Advisory Agreement by and between Registrant and
             Integrity Money Management, Inc.

 (10)(b)     Form of Custody Agreement by and between Registrant and Wells Fargo
             Bank Minnesota, NA. *

 (10)(c)     Form of Subscription Agreement by and between Registrant and
             Investors. *

 (11)-(20)   Not applicable.

 (21)        Subsidiaries of Integrity Certificate Company

 (22)        Not applicable.

 (23)(a)     Consent of Independent Auditors.

 (23)(b)     Consent of Counsel [See Exhibit (5)]

 (24)        Powers of Attorney of Directors

 (25)-(26)   Not applicable.
---------------------------
* To be filed by amendment.

(b) Financial Statement Schedules:

Not applicable.

ITEM 17.  UNDERTAKINGS.

Insofar as indemnification  for liabilities arising under Securities Act of 1933
(the "1933 Act") may be permitted to Directors, officers and controlling persons
of the  Registrant  pursuant  to the  foregoing  provisions  or  otherwise,  the
Registrant  has been advised that, in the opinion of the Securities and Exchange
Commission,  such  indemnification  is against public policy as expressed in the
1933  Act  and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a Director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  Director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the  opinion  of its  counsel  the  matter  has been  settled  by a  controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
indemnification  by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

ITEM 18.  FINANCIAL STATEMENTS AND SCHEDULES.

Not applicable.


<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the Registrant has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto duly authorized, in the City of Minot and State of North
Dakota, on the [filing date].

                                      Integrity Certificate Company

                                      By: /s/ROBERT WALSTAD
                                         ---------------------------------------
                                         Robert Walstad,President

Pursuant  to the  requirements  of the  Securities  Act of 1933,  the  following
persons have signed the Registration Statement in the capacities indicated as of
the [filing date].

Signature                                          Capacity

/s/ ROBERT WALSTAD                    President, Treasurer and Director
-------------------------------       (Principal Executive, Financial,
[filing date]                         and Accounting Officer)
-------------

/s/ JACQUELINE L. CASE                Director and Secretary
------------------------------
[filing date]
-------------

/s/ MARK ANDERSON                     Director
------------------------------
[filing date]
-------------
[{"type": "S-1", "sequence": "1", "filename": "fm_s-1.txt", "description": "FORM S-1 REGISTRATION STATEMENT", "secsgml_size_bytes": 90871}]
{"company-data": {"conformed-name": "INTEGRITY CERTIFICATE CO", "cik": "0001281732", "irs-number": "470915149"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-113242", "film-number": "04645218"}, "mail-address": {"street1": "1 N MAIN ST", "city": "MINOT", "state": "ND", "zip": "58703"}}
File No. 333- _________________
         As filed with the Securities and Exchange Commission on [filing date].
                                                                  -----------

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                ----------------

                                    FORM S-1
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                                ----------------

                          INTEGRITY CERTIFICATE COMPANY
             (Exact Name of Registrant as Specified in Its Charter)

          Maryland                        6726                  47-0915149
      (State or other              (Primary Standard        (I.R.S. Employer
Jurisdiction of Incorporation) Industrial Classification  Identification Number)
      Organization)                   Code Number)

                               1 North Main Street
                                 Minot, ND 58703
                                 (701) 852-5292
    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)

                                 Robert Walstad
                               1 North Main Street
                                 Minot, ND 58703
                                 (701) 852-5292
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)

                                   COPIES TO:
                               Gordon Dihle, Esq.
                              Corporate Legal, P.C.
                       8547 E. Arapahoe Road, Suite J-382
                               Englewood, CO 80112
                                 (303) 874-3194

                                -----------------

        Approximate date of commencement of proposed sale to the public: As soon
 as practicable after the effective date of this Registration Statement.

                                -----------------
If any of the securities being registered on this Form are to be offered on
a delayed or  continuous  basis  pursuant to Rule 415 of the  Securities  Act of
1933, check the following box. [  ]
                                --

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering.  [  ]
                                                          --

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering.  [  ]
            --

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(d)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering.  [  ]
                         --

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. [  ]
                                 --

                                ----------------

                       CALCULATION OF THE REGISTRATION FEE

--------------------------------------------------------------------------------
                                  Proposed Maximum
  Title of Each Class of               Aggregate                   Amount of
Securities To Be Registered       Offering Price(1)             Registration Fee

--------------------------------------------------------------------------------
Face-Amount Certificates......       $1,000,000                     $126.70
--------------------------------------------------------------------------------

(1)  Estimated   solely  for  the  purposes  of  computing  the  amount  of  the
registration fee in accordance with Rule 457(o) of the Securities Act of 1933.

                               ------------------

     Registrant hereby amends this Registration  Statement on such date or dates
as may be necessary to delay its effective  date until  Registrant  shall file a
further amendment which  specifically  states that this  Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

--------------------------------------------------------------------------------
SUBJECT TO COMPLETION

                          Integrity Certificate Company

              Preliminary Prospectus ______________, [filing date]

This   Prospectus    describes   five   types   of   face-amount    certificates
("Certificates")  currently offered by Integrity  Certificate  Company ("ICC" or
"Company"):

     >       Harvest Certificates
     >       Producer Certificates
     >       Resource Certificates
     >       Prime Certificates
     >       Foundation Certificates

You can use the Certificates to lock-in competitive  interest rates,  guaranteed
by the Company,  for one or more renewable  terms of varying length to suit your
needs. SEE "The Certificates." Like any securities investment,  the Certificates
involve   certain   risks  that  you  should   consider.   SEE   "Special   Risk
Considerations."

Please read this Prospectus  carefully  before you invest and keep it for future
reference.  No one has the  authority to change the terms and  conditions of the
Certificate  as  described  in this  Prospectus,  or to bind the  Company by any
statement not in it.

THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY CHANGE. THE
COMPANY  HAS  FILED  WITH THE  SECURITIES  AND  EXCHANGE  COMMISSION  ("SEC")  A
REGISTRATION  STATEMENT RELATING TO THE SECURITIES DESCRIBED IN THIS PROSPECTUS.
NO ONE MAY  SELL  OR  ACCEPT  OFFERS  TO BUY THE  SECURITIES  DESCRIBED  IN THIS
PROSPECTUS UNTIL THE REGISTRATION STATEMENT, AS AMENDED, BECOMES EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL, NOR A SOLICITATION TO BUY, ANY SECURITIES IN
ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

NEITHER  THE SEC  NOR ANY  STATE  REGULATOR  HAS  APPROVED  OR  DISAPPROVED  THE
SECURITIES  DESCRIBED IN THIS PROSPECTUS OR PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE CERTIFICATES  ARE BACKED BY THE ASSETS OF THE COMPANY.  THEY ARE NOT INSURED
OR GUARANTEED BY THE FEDERAL GOVERNMENT OR ANY GOVERNMENT AGENCY.

                                       1
TABLE OF CONTENTS

GLOSSARY ......................................................................4
QUESTIONS AND ANSWERS .........................................................5
SPECIAL RISK CONSIDERATIONS ...................................................7
THE CERTIFICATES ..............................................................8
         AT A GLANCE ..........................................................8
         HARVEST CERTIFICATES .................................................8
         PRODUCER CERTIFICATES ................................................9
         RESOURCE CERTIFICATES.................................................9
         PRIME CERTIFICATES ...................................................9
         FOUNDATION CERTIFICATES .............................................10
GENERAL TERMS AND CONDITIONS .................................................10
         FACE AMOUNT .........................................................10
         ACCOUNT VALUE .......................................................10
         PRINCIPAL INVESTMENTS ...............................................10
         ADDITIONAL INVESTMENTS ..............................................10
         INTEREST RATES ......................................................11
         GUARANTEE PERIODS ...................................................12
         MATURITY DATE .......................................................12
         FEES AND CHARGES ....................................................12
         OTHER TERMS AND CONDITIONS ..........................................12
PERFORMANCE ..................................................................13
HOW TO BUY CERTIFICATES ......................................................13
         THROUGH THE COMPANY .................................................13
         THROUGH AUTHORIZED SELLERS ..........................................13
         AFFINITY GROUPS .....................................................13
         INVESTMENT AMOUNTS ..................................................13
         CANCELING YOUR ORDER ................................................14
         APPLICATION ACCEPTANCE ..............................................14
ACCESSING YOUR ACCOUNT VALUE .................................................14
         INTEREST WITHDRAWALS ................................................14
         PRINCIPAL WITHDRAWALS AND LOANS .....................................14
         WITHDRAWAL AMOUNTS ..................................................14
         PENALTY FOR EARLY WITHDRAWAL ........................................15
         AFFECT ON INTEREST RATES ............................................15
         REQUESTING A WITHDRAWAL .............................................15
ACCOUNT TRANSACTIONS .........................................................15
         TRANSFERRING OWNERSHIP ..............................................16
         EXCHANGING CERTIFICATES .............................................16
         TRANSFER AGENT.......................................................16
TAX MATTERS ..................................................................16
THE COMPANY ..................................................................17
         ORGANIZATION AND OPERATIONS .........................................17
         DIRECTORS AND OFFICERS ..............................................17
MANAGEMENT ...................................................................18
         BOARD OF DIRECTORS ..................................................18
         COMMITTEES OF THE BOARD OF DIRECTORS ................................18
INVESTMENT ADVISER ...........................................................18
RELATED PARTY TRANSACTIONS ...................................................19
RESERVES .....................................................................19
INVESTMENTS ..................................................................19

                                       2
TYPES OF INVESTMENTS ................................................19
         INVESTMENT POLICIES .................................................21
INVESTOR SERVICES ............................................................21
         AUTOMATIC INVESTMENTS ...............................................21
         DIRECT DEPOSITS .....................................................21
         INQUIRIES ...........................................................21
         REPORTS .............................................................22
INDEPENDENT AUDITORS .........................................................22
FINANCIAL STATEMENTS .........................................................22
EXPERTS ......................................................................22
THE COMPANY AND ITS SERVICE PROVIDERS .........................[back cover page]

                                       3
GLOSSARY

The following is a glossary of terms frequently used in this Prospectus:

ACCOUNT VALUE - Your  principal  investments(s),  plus  accrued  interest,  less
     withdrawals and applicable fees, charges, and penalties.

CERTIFICATE - One of the five different  Certificates  currently offered by this
     Prospectus,  namely, the Harvest,  Foundation,  Producer, Reserve and Prime
     Certificates.

CERTIFICATE ANNIVERSARY - Each twelve-month  period following the Effective Date
     of your Certificate.

COMPANY - Integrity Certificate Company.

EFFECTIVE DATE -  Generally  the  first or  fifteenth  day of any  given  month,
     depending  on when we accept your  application  to purchase a  Certificate.
     Applications  accepted  after  the  first  day of the  month  will  have an
     Effective  Date of the fifteenth day of that month;  applications  accepted
     after the  fifteenth  day of the month will have an  Effective  Date of the
     first day of the following month.

FACE AMOUNT  - The  amount  that  you  invest  at the  time  you  purchase  your
     Certificate,  or, in the case of the  Harvest  Certificate,  the sum of the
     installments  you agree to make  during  the life of the  Certificate.  You
     select the face-amount subject to certain minimum and maximum limitations.

GUARANTEE PERIOD - A time period  that you select to lock in the  interest  rate
     applicable to your principal investment for that period.

INTEREST RATE - The rate of  interest  that  you  earn on your  Certificate.  We
     guarantee  the  interest  rate for the  Guarantee  Periods that you select.
     Interest compounds monthly, based on a 30-day month and a 360-day year.

INTEREST RATE DATE - The date on which we set the interest rate available  under
     the Certificates, generally, the first and fifteenth day of each month.

MATURITY DATE - The date on which  the  Certificate  matures.  Each  Certificate
     matures 20 years after its Effective Date.

MINIMUM  INTEREST  RATE - The minimum  annual rate of interest  you will earn on
     your principal  investment during any Guarantee Period,  currently 3.5% for
     each Certificate.

OUR, US, WE - Integrity Certificate Company.

PRINCIPAL,  PRINCIPAL INVESTMENT - The amount of your initial and any subsequent
     investment (Harvest and Producer  Certificates only). For purposes of these
     definitions,  we treat interest that has accrued during a Guarantee  Period
     as principal for the next Guarantee Period to which it is applied.

CLIENT  CARE  DEPARTMENT  - The  department  of  Integrity  Certificate  Company
     responsible for administering  and servicing the Certificates.  The address
     and  telephone  numbers  of our  Client  Care  Department  are 1 North Main
     Street, Minot, North Dakota 58703, (701) 852-5292).

SURRENDER  VALUE - The  amount  of  your  Account  Value  immediately  prior  to
     surrender, less any applicable fees, withdrawal charge and early withdrawal
     penalty assessable at the time of surrender.

YOU, YOUR - A current or prospective Certificate owner.

                                       4
QUESTIONS AND ANSWERS

WHO  IS ICC? Integrity Certificate Company is a Maryland corporation  registered
     with  the SEC as a  face-amount  certificate  company,  which  is a type of
     investment company. Like other investment companies, ICC invests the monies
     that it receives  from  investors  in a portfolio of  securities  issued by
     other companies. It also invests in other types of assets,  including,  for
     example,  real  estate  and  real  estate  loans.  SEE  "The  Company"  and
     "Investments."

WHAT ARE  THE   CERTIFICATES?   The   Certificates   are  basically   guaranteed
     fixed-income  securities.  When  you buy a  Certificate,  you are  buying a
     guarantee  by the  Company,  backed  solely by its  assets,  to pay you the
     amount of your  principal  investment  (known as the  "face-amount"),  plus
     accrued  interest (less any  withdrawals  and applicable fees and charges),
     when your Certificate matures.  Each Certificate matures 20 years after its
     Effective Date. We currently offer five different Certificates that you can
     select from to suit your needs. SEE "The  Certificates"  and "General Terms
     and Conditions."

WHAT ASSETS BACK THE COMPANY'S  GUARANTEES?  The Company  maintains  reserves to
     meet  its  guarantees  under  the  Certificates.   These  reserves  consist
     primarily of income-producing  instruments such as government and corporate
     bonds,  preferred  stock,  and real estate  mortgages.  SEE  "Reserves" and
     "Other Terms and Conditions" under "General Terms and Conditions."

WHY  BUY A CERTIFICATE?  We offer Certificate  interest rates that are generally
     higher than those available  through bank  certificates of deposits ("CDs")
     or U.S.  Treasury  obligations  ("Treasuries").  SEE "Interest Rates" under
     "General Terms and Conditions." The Certificates also have several features
     that can give you more investment  flexibility  than are available  through
     CDs  and  Treasuries.   SEE  "The  Certificates"  and  "General  Terms  and
     Conditions." SEE also "Special Risk Considerations."

HOW  IS INTEREST  PAID?  You can elect to withdraw the  interest  earned on your
     Certificate  on a monthly,  quarterly,  or annual  basis during the life of
     your Certificate.  You can also allow your interest to accumulate up to the
     Maturity  Date  of  your  Certificate.   Interest  compounds  monthly.  SEE
     "Interest Withdrawals" under "Accessing Your Account Value."

WHAT FACTORS AFFECT THE INTEREST I CAN EARN? The amount of interest you can earn
     will depend on the type of Certificate  you select,  the amount you invest,
     the available  interest rates, and the length of time you decide to lock in
     the interest rate. You can lock in interest rates for Guarantee  Periods of
     1, 3,  5,  and 10  years  (5 or 10  years  in the  case  of the  Foundation
     Certificates).  You will always earn at least the Minimum Interest Rate for
     each Certificate, subject to the terms and conditions described herein. SEE
     "The Certificates" and "General Terms and Conditions."

WHO  MANAGES THE  COMPANY?  The Board of  Directors  ("Board") of the Company is
     primarily  responsible  for the  management  of the Company.  The Board has
     established  an  Investments  Committee,   which  oversees  the  investment
     activities of the Company.  Integrity Money Management,  Inc. ("Adviser" or
     "Integrity Money Management"),  manages the Company's securities portfolio.
     As of  December  31,  2003,  the  Adviser  managed  over  $300  million  in
     investment company assets. SEE "Management."

HOW  DO I BUY,  REDEEM,  OR EXCHANGE  CERTIFICATES?  You can purchase and redeem
     Certificates,  and,  except for the Foundation  Certificates,  exchange one
     Certificate for another, by contacting our Client Care Department. SEE "How
     to  Buy  Certificates,"   "Accessing  Your  Account  Value,"  and  "Account
     Transactions." Certain minimum and maximum investment requirements apply to
     each  Certificate.  SEE  "At A  Glance"  under  "The  Certificates."  For a
     description of fees and charges that may apply, SEE "Fees and Charges under
     "General Terms and  Conditions"  and "Penalty for Early  Withdrawal"  under
     "Accessing Your Account Value."

                                       5
ARE  THERE ANY FEES AND PENALTIES  UNDER THE  CERTIFICATES?  We assess a service
     fee to process  payments  of  accrued  interest.  We also  assess a maximum
     withdrawal charge of 5% on any Account Values withdrawn prior to your fifth
     Certificate   Anniversary.   This  charge  does  not  apply  to   scheduled
     withdrawals  of interest or to  systematic  withdrawals  under the Resource
     Certificate. In addition, we impose an early withdrawal penalty equal to 12
     months accrued interest on principal  amounts withdrawn prior to your fifth
     Certificate  Anniversary or prior to the end of a Guarantee  Period.  After
     your fifth Certificate  Anniversary,  the early withdrawal  penalty applies
     only if you withdraw  principal prior to the end of a Guarantee Period. SEE
     "Fees and Charges" and "Penalty for Early Withdrawal" under "Accessing Your
     Account Value" for details.

SHOULD I BUY A CERTIFICATE? Before purchasing a Certificate, you should consider
     whether the Certificate  suits your financial  objectives,  particularly in
     light of the  amount  of your  purchase  and the  long-term  nature  of the
     Certificates.  You  should  not  rely on the  Certificates  for  short-term
     financial   needs.   The   Certificates  are  intended  to  be  part  of  a
     well-balanced,   comprehensive   investment  program.   SEE  "Special  Risk
     Considerations," immediately below.

                                       6
SPECIAL RISK CONSIDERATIONS

As with any security  that you buy, you bear certain  risks when you invest in a
Certificate.  We  highlight  below  certain  risks that you may find  prudent to
consider before investing in a Certificate.

OPERATING HISTORY.  The Company is newly formed, which means it has no operating
history or "track record." This fact is common to all new investment companies.

PORTFOLIO INVESTMENTS.  We expect to meet our obligations under the Certificates
through earnings on our portfolio investments.  Because our guarantees under the
Certificates  are  backed  only by our  assets,  you bear a number of  portfolio
investment risks. These risks include,  for example,  (i) market risk (i.e., the
risk that the market value of one or all of our investments might decline), (ii)
credit risk (i.e., the risk that an issuer of a security that we purchased might
default),  (iii)  liquidity  risk  (i.e.,  the  risk  that  one or  more  of our
investments  might  not be  liquid  at the time  necessary  to meet our  payment
obligations),  (iv) interest rate risk (i.e., the risk that interest rates might
move in a direction that causes an adverse effect on our  investments),  and (v)
valuation  risk  (i.e.,  the risk that one or more of our  investments  might be
overvalued).

We will try to minimize these risks by adhering to certain reserve  requirements
and investment  guidelines  established by federal law and  administered  by the
SEC.  SEE  "Reserves"  and  Investments."  However,  a failure of the  Company's
portfolio investments to generate adequate earnings may limit our ability to pay
competitive  interest  rates and could  conceivably  prevent  the  Company  from
meeting its obligations  (i.e.,  default) under the Certificates,  including the
payment of principal and interest.

COMPETITIVE FACTORS. There are but handful of face-amount  certificate companies
in existence today. One company,  American Express Certificate Company f/k/a IDS
Certificate  Company,   dominates  the  face-amount   certificate  industry.  In
addition,  there exist a number of financial products, such as CDs and insurance
products, which offer investors a guaranteed fixed rate of return. Our principal
means of competing is by offering  attractive interest rates on our Certificates
and responsive customer service.

                                       7
THE CERTIFICATES

AT-A-GLANCE

The chart below provides an overview of the five different types of Certificates
we offer. For more detailed  information,  please refer to the remainder of this
section.  SEE ALSO "General Terms and  Conditions"  for  additional  information
about common features of the Certificates.

----------------------------------------------------------------------------------------------------
NAME OF CERTIFICATE       HARVEST     PRODUCER      RESOURCE         PRIME           FOUNDATION
----------------------------------------------------------------------------------------------------
Certificate Type        Installment  Fully Paid    Fully Paid      Fully Paid        Fully Paid
----------------------------------------------------------------------------------------------------
Minimum Investment          $250*      $2,500       $25,000         $250,000           $1,000
----------------------------------------------------------------------------------------------------
Minimum Additional          $50*        $250**   None Permitted  None Permitted    None Permitted
Investment
----------------------------------------------------------------------------------------------------
Maximum Investment     $1.5 Million   $250,000    $2.5 Million    $2.5 Million      $2.5 Million
----------------------------------------------------------------------------------------------------
Guarantee Periods                    1, 3, 5 or 10 years                            5 or 10 years
----------------------------------------------------------------------------------------------------
Benchmarks             For 1, 3 or 5 Year Guarantee Periods: the HIGHER of (i)
                       the average rate for for CD's of comparable maturities
                       as quoted on the Bank Rate Monitor National Index, and
                       (ii) the yield on Treasuries of comparable maturities on   The rate for the
                       a given Interest Rate Date.                                11th District Cost
                                                                                  of Funds Index
                       For 10 Year Guarantee Periods:  the yield on 10-year
                       Treasury Notes bonds on a given Interest Rate Date.

                       SEE "Interest Rates" under "General Terms and Conditions."
----------------------------------------------------------------------------------------------------
Maturity Date                             20 Years from Effective Date
----------------------------------------------------------------------------------------------------
Interest Rate Target***                 0.5% to 2.5% above benchmark.****
----------------------------------------------------------------------------------------------------
Minimum Interest Rate                       3.5% for all Certificates
----------------------------------------------------------------------------------------------------
*    The minimum  face-amount for any Harvest  Certificate is $5,000.

**   You may make additional  contributions  to your Producer  Certificate in an
     aggregate  amount  up to 15% of your  initial  investment,  subject  to the
     maximum of $37,500.

***  The Company  reserves  the right to set an interest  rate target  above the
     target  stated  above.

**** Interest rates generally will be higher for larger investments.

HARVEST CERTIFICATES

WHO SHOULD INVEST?  Harvest  Certificates are designed for investors who want to
save for  retirement,  or save to meet college or other long-term  expenses,  by
systematically  investing in a fixed-income  investment that offers  competitive
interest rates.

INVESTMENT  AMOUNTS.  You can  invest  up to the  face-amount  of  your  Harvest
Certificate   in  monthly  or  quarterly   installments,   which  is  why  these
Certificates are sometimes  referred to as "installment  certificates."  You can
select how much you would like to invest on an installment basis, subject to the
limits described above. PLEASE NOTE THAT FAILURE TO MAKE A SCHEDULED PAYMENT FOR
YOUR HARVEST CERTIFICATE MAY RESULT IN THE LAPSE OF YOUR CERTIFICATE. SEE "Lapse
and Reinstatement," immediately below.

LAPSE AND REINSTATEMENT. All scheduled payments for Harvest Certificates are due
on the first day of the  month.  If we do not  receive  your  scheduled  payment
within 10 days of its due date, your  Certificate  will be in default,  and will
lapse.

You can reinstate your Harvest Certificate by paying the missed payment, plus an
administrative  fee equal to the  higher of 5% of the  missed  payment or $5.00,
within six months  from the  original  due date of the missed  payment.  We will
apply any missed  payments  that we receive to the current  Guarantee  Period to
which you have]

                                       8
applied your Account Value. Any missed payment will earn interest  commencing on
the date we apply it to such Guarantee Period.  Alternatively,  you can elect to
surrender your lapsed  Certificate  for its Surrender  Value, or convert it to a
"fully paid"  Certificate in an amount equal to its then Surrender  Value.  Your
fully  paid  Certificate  will  have  the  same  Maturity  Date as  your  lapsed
Certificate,  and  your  Account  Value  will be  applied  automatically  to the
Guarantee  Period that ends  closest to the  Maturity  Date of the  Certificate,
without  extending past such Maturity  Date, at the interest rate  applicable to
such Guarantee Period.

If,  within six months from the  original due date of your missed  payment,  you
have not  notified  the Company of your  decision  to  reinstate,  surrender  or
convert your lapsed Harvest Certificate,  the Company will automatically convert
your lapsed  Harvest  Certificate  into a fully paid  Certificate  as  described
above.

PRODUCER CERTIFICATES

WHO SHOULD  INVEST?  Producer  Certificates  are designed for investors  seeking
competitive interest rates on a single lump-sum investment,  but who do not have
the amount  necessary to purchase a Prime  Certificate,  which normally offers a
higher rate of interest.

INVESTMENT  AMOUNTS.  You  can  purchase  Producer  Certificates  with a  single
principal  investment  or "lump  sum,"  subject to the limits  described  above.
Because these  Certificates  do not require any  additional  payments,  they are
sometimes  referred  to as  "fully  paid"  Certificates.  You have  the  option,
however,  of making  one or more  additional  principal  investments  in amounts
ranging from $250 up to an aggregate maximum of 15% of your initial  investment,
subject to a maximum of $37,500.  SEE  "Additional  Investments"  under "General
Terms and Conditions."

RESOURCE CERTIFICATES

WHO SHOULD INVEST?  Resource  Certificates are designed for investors  seeking a
high rate of  current  income.  Because  of the  Resource  Certificate's  unique
systematic  withdrawal feature, the Certificate may be ideal for retired persons
who need to receive  disbursements from their retirement accounts either to meet
IRS requirements for minimum  disbursements from their  tax-qualified plan or to
fund retirement living.

INVESTMENT  AMOUNTS.  You  can  purchase  Resource  Certificates  with a  single
principal  investment  ranging from $25,000 to $2.5  million.  Like the Producer
Certificates,  Resource  Certificates are sometimes  referred to as "fully paid"
Certificates.  We do not  accept  additional  principal  investments  under  the
Resource Certificates.

SYSTEMATIC  WITHDRAWAL.  Resource  Certificates  allow  you to  make  systematic
withdrawals  of both  principal  and accrued  interest,  without  incurring  any
withdrawal  charge  or  early  withdrawal  penalty.  To  take  advantage  of the
systematic  withdrawal  feature,  you must  maintain,  at all  times,  a minimum
Account Value equal to 50% of your original principal investment. You can choose
to make systematic  withdrawals either monthly or quarterly.  The minimum amount
you may withdraw at any time is $150. We will treat  withdrawals as coming first
from  accrued  interest  earned  on your  principal  investment,  and then  from
principal.  Systematic withdrawals will reduce the amount of your Account Value,
and may result in the  application  of a lower  interest  rate.  SEE  "Affect on
Interest Rates" under "Accessing Your Account Value."

PRIME CERTIFICATES

WHO SHOULD  INVEST?  Prime  Certificates  are  designed  for  investors  seeking
competitive  interest  rates  on  large  investments.  Interest  rates  on Prime
Certificates  normally  will be the most  favorable  of all of the  Certificates
offered by this Prospectus.

INVESTMENT AMOUNTS.  You can purchase Prime Certificates with a single principal
investment,   subject  to  the  limits  described   above.   Like  the  Producer
Certificates,  Prime  Certificates  are  sometimes  referred to as "fully  paid"
Certificates.  We do not accept additional principal investments under the Prime
Certificates.

                                       9
FOUNDATION CERTIFICATES

WHO SHOULD INVEST?  Foundation  Certificates are designed for investors  seeking
competitive  interest rates on a single  lump-sum  investment,  who also have an
interest in providing much needed capital to the religious community.

WHAT MAKES THIS CERTIFICATE DIFFERENT? Integrity Certificate Company will invest
at least  35% of the  proceeds  it  receives  from  the  sale of the  Foundation
Certificates in loans used to purchase, construct, or renovate places of worship
and related educational  facilities.  ICC will apply the balance of the proceeds
to other types of investments, such as government and corporate bonds, preferred
stock, and real estate loans.

INVESTMENT  AMOUNTS.  You can  purchase  Foundation  Certificates  with a single
principal  investment or "lump-sum," subject to the limits described above. Like
the Producer  Certificates,  these  Certificates  are  sometimes  referred to as
"fully paid"  Certificates.  We do not accept additional  principal  investments
under the Foundation Certificate.

                          GENERAL TERMS AND CONDITIONS

The following terms and conditions  apply to each type of Certificate  described
in this Prospectus, unless otherwise specifically noted. We reserve the right to
issue other  Certificates  with different  terms and  conditions.  The terms and
conditions of your Certificate may not be changed except by mutual agreement.

FACE AMOUNT

The  face-amount  of your  Certificate  equals the  amount  you invest  when you
purchase  your  Certificate,  or, in the case of the  Harvest  Certificate,  the
amount you agree to invest during the life of the  Certificate.  The face-amount
will remain the same during the life of your Certificate.

ACCOUNT VALUE

Your Account Value  initially  will equal the  face-amount  of your  Certificate
(except for Harvest Certificates, in which case it will equal the amount of your
first scheduled principal investment). Periodically, we will adjust your Account
Value to reflect increases due to additional principal  investments (Harvest and
Producer  Certificates  only)  and  accrued  interest,   and  decreases  due  to
withdrawals and fees and charges or penalties.  SEE "Reports" under "Shareholder
Services" for information on the types of reports we will provide to you.

PRINCIPAL INVESTMENTS

The  amount  that you  invest in your  Certificate  constitutes  your  principal
investment. We also treat interest that has accrued on your Certificate during a
Guarantee Period and that you apply to another Guarantee Period as principal for
that period. We will credit your principal investment and issue your Certificate
on its Effective Date, which generally will be either the first or fifteenth day
of a given month, depending on the date we accept your application.

ADDITIONAL INVESTMENTS

Producer   Certificate   owners  may  make  additional   unscheduled   principal
investments  during the life of their  Certificates,  subject to the minimum and
maximum  limits  described  above.  Please note that we will  credit  additional
principal  investments  only on the first day of each month  coinciding  with or
following  the date we  receive  your  payment.  We will not  accept  additional
principal  investments  for any  Foundation,  Prime,  or  Resource  Certificate.
However,  you can purchase more than one  Certificate of the same type, in which
case we will aggregate your principal  investments  under all  Certificates  for
purposes  of  determining  the  applicable   interest

                                       10
rate on the  additional  Certificates  you purchase.  SEE  "Applicable  Interest
Rate." Harvest Certificate owners are required to make the principal investments
according to the agreed upon schedule to avoid a lapse of their Certificate.

INTEREST RATES

WHEN WE CALCULATE  INTEREST RATES.  We calculate the Certificate  interest rates
for each  Guarantee  Period  generally at the beginning and middle of each month
(each an  "Interest  Rate  Date").  We may  calculate  the  interest  rates more
frequently  or at different  times,  in our sole  discretion,  and, from time to
time,  we  may  offer  special  promotional  rates  on  the  Certificates.   SEE
"Applicable Interest Rate" below for a discussion of the interest rate that will
apply to your Guarantee Period.

HOW WE CALCULATE  INTEREST  RATES.  We calculate the interest  rates in our sole
discretion,  primarily in response to changes in market conditions, as generally
reflected in the  benchmarks  that we use. On any given  Interest Rate Date, the
interest rates available for each Guarantee Period will be the HIGHER of (i) the
Minimum  Interest  Rate,  and (ii) our Interest  Rate Target for that  Guarantee
Period.  The Minimum  Interest Rate for each  Certificate  is 3.5%. The Interest
Rate Target for each Guarantee  Period will equal the benchmark for that Period,
plus a margin  generally  ranging from 0.50% to 2.5%. At no time will the margin
that we apply be less than 0.50%.

When  determining  the Interest  Rate Target for the one,  three,  and five year
Guarantee   Periods   under  each   Certificate   (other  than  the   Foundation
Certificate), the benchmark will be the HIGHER of: (i) the average rate for CD's
of  comparable  maturity  quoted on the Bank Rate Monitor  National  Index ("BRM
Index"),  and (ii) the yield for Treasuries of comparable  maturity,  on a given
Interest  Rate Date.  The average  rates set out in the BRM Index are based on a
weekly survey of the 50 largest banks and the 50 largest thrift  institutions in
the 10  largest  metropolitan  areas in the  United  States.  The BRM Index is a
publication  of the  Bank  Rate  Monitor,  an  organization  that  collects  and
disseminates  information  about bank rates and the  banking  industry.  The BRM
Index does not include an average rate for 10 year CD's. Accordingly, we use the
yield on 10 year  Treasury  bonds  as the  benchmark  for the 10 year  Guarantee
Period.

The  benchmark  for the 5 and 10 year  Guarantee  Periods  under the  Foundation
Certificates  is the 11th  District  Cost of Funds  Index,  which is a  weighted
average of the costs of borrowing by member banking  institutions of the Federal
Home Loan Bank of San Francisco (the 11th District). The index rate tends to lag
market  interest  rate  adjustments  and tends to be relatively  stable  because
institutions  borrow money for varying terms and do not pay market rates for all
of their borrowings.  The Index is reported  monthly,  but generally lags behind
two months  (e.g.,  January's  index is reported in March,  February's  index is
reported in April, etc.)

We reserve the right to use, in our sole discretion, an index other than the BRM
Index or 11th District Cost of Funds Index should such indexes cease to exist.

APPLICABLE  INTEREST  RATE.  The  applicable  interest  rate  for  your  initial
Guarantee  Period  will be the  rate  in  effect  on the  date  we  accept  your
application and receive your principal  investment at our offices.  We will send
you a confirmation  of the interest rate that applies to your  Certificate.  For
subsequent principal  investments made under the Producer  Certificate,  we will
apply the interest rate in effect for the current  Guarantee Period in which you
are  invested.  You will begin earning  interest on the  Effective  Date of your
Certificate  or, in the case of any subsequent  principal  investment  permitted
under the Producer  Certificates,  on the first day of the month  following  the
date we receive the payment.  Prior to the end of each Guarantee Period, we will
notify  you of the  interest  rates  available  under your  Certificate  for the
subsequent  Guarantee Periods.  The interest rate that applies to your Guarantee
Period will remain the same  throughout  that  Guarantee  Period and will not be
affected by changes in Certificate  interest rates that may occur after you lock
in your  interest  rate for that Period.  If you already own a  Certificate  and
purchase  another of the same type,  we will  calculate the interest rate on the
new Certificate  based on the aggregate Account Values that you maintain in each
Certificate of that type.

                                       11
INFORMATION  ON INTEREST  RATES.  We will publish  quotations  of the  available
interest  rates  from time to time.  Also,  you can find out what the  available
interest  rates are on any given day by calling us at (701)  852-5292.  Interest
rates for future  Guarantee  Periods  may be  greater or less than the  interest
rates for the current Guarantee Period that you select.

GUARANTEE PERIODS

You can  lock  in the  interest  rates  available  under  your  Certificate  for
Guarantee  Periods  of 1, 3, 5 and 10 years (5 and 10 years  only in the case of
the  Foundation  Certificates).  Your  initial  Guarantee  Period  begins on the
Effective  Date.  Generally,  the longer the  Guarantee  Period you select,  the
higher the interest rate you will earn. At the end of each Guarantee Period, you
can select another  Guarantee  Period of the same or different  length.  We will
notify you at least 15 days prior to the  expiration of each  Guarantee  Period.
For convenience,  unless you specify  otherwise prior to the end of your current
Guarantee  Period,  we will  automatically  apply your Account  Value to another
Guarantee Period of equal length,  using the then applicable  interest rate. You
may continue to select  successive  Guarantee Periods up until the Certificate's
Maturity  Date. SEE "Maturity  Date,"  immediately  below.  You may not select a
Guarantee Period that would carry the Certificate past its Maturity Date. If you
select a Guarantee Period that would end after your Certificate's Maturity Date,
we will instead apply your Account Value to the next shortest  Guarantee  Period
that ends at or prior to your  Certificate's  Maturity Date, using that Period's
then applicable interest rate.

MATURITY DATE

The Maturity Date for all ICC  Certificates is 20 years from the Effective Date.
On the  Maturity  Date,  we will pay you your  Account  Value,  which equals the
face-amount of your Certificate, plus any subsequent principal investments, plus
all accrued interest,  less any withdrawals previously taken and less applicable
fees, charges, and penalties previously assessed.

FEES AND CHARGES

SERVICE FEES. We charge a per payment fee of $5.00 to process  regular  monthly,
quarterly,  or annual  payments  of accrued  interest  that you have  elected to
withdraw and $25.00 to process any unscheduled  interest  payment  requests.  We
will deduct the fee from each payment you receive. This charge does not apply to
systematic withdrawals under the Resource Certificates.

WITHDRAWAL  CHARGE.  If you withdraw  some or all of your Account Value prior to
your fifth Certificate Anniversary, we will assess a withdrawal charge from your
remaining  Account  Value or, in the case of a  complete  surrender,  the amount
withdrawn, according to the following schedule:

AS A % OF AMOUNT WITHDRAWN          5%     4%      3%     2%      1%       0%
# OF CERTIFICATE ANNIVERSARIES      1      2       3      4       5      Over 5

This charge does not apply to scheduled withdrawals of interest or to systematic
withdrawals under the Resource Certificates. In addition to a withdrawal charge,
you may be  subject  to an early  withdrawal  penalty.  SEE  "Penalty  for Early
Withdrawal" under "Accessing Your Account Value."

OTHER TERMS AND CONDITIONS

The  Certificates  carry no voting rights and are not entitled to participate in
any dividends that may be declared by the Board of Directors.  The  Certificates
are not secured by any particular asset of the Company;  however, as required by
federal law, the Company  maintains  reserves  with its custodian to support its
obligations under the Certificates. SEE "Reserves."

                                       12
PERFORMANCE

From  time  to  time,  we  may  quote  current  and  historical  yields  on  our
Certificates in advertisements and in sales literature.  The availability of the
current yields quoted will depend on when you purchase your  Certificate and how
much you invest.  Quotations of historical  yields are not  indicative of future
yields.  We also may compare our yields to those offered by competing  products,
such as CD's and Treasuries, as well as other fixed-income securities.

                             HOW TO BUY CERTIFICATES

You can buy  Certificates  through one of the methods  described below. You must
complete  an  application  and submit it,  along  with  payment,  at the time of
purchase.  WE RESERVE THE RIGHT TO ACCEPT OR REJECT ANY  APPLICATION IN OUR SOLE
DISCRETION.

THROUGH THE COMPANY

BY MAIL.  You can buy  Certificates  directly  from the  Company  by  sending  a
completed  application,  along with a check, to Integrity Certificate Company, 1
North Main Street, Minot, North Dakota 58703.

BY WIRE. You may also wire payments for  Certificates to the Company's wire bank
account.  Before wiring funds,  please call us at (701) 852-5292 to advise us of
your  investment  and to receive  instructions  as to how and where to wire your
investment. The minimum amount you may wire is $1,000. Please remember to return
your completed application to us at the address above.

THROUGH AUTHORIZED SELLERS

You  can  buy  Certificates  through  broker-dealers  that  have  selling  group
agreements with our principal underwriter, Capital Financial Services, Inc. (the
"Underwriter").  The  Underwriter  has agreed to use its best efforts to promote
the  sale of  Certificates.  For its  services,  the  Underwriter  will  receive
compensation that will not exceed the maximum  withdrawal charge and penalty for
early withdrawal.  The Underwriter may re-allow a portion of its compensation to
broker-dealers  with whom it has a selling  group  agreement.  Please call us at
(701)  852-5292  to  find  out  whether  your  broker-dealer  is on our  list of
authorized  sellers.  We will pay any compensation to authorized  sellers out of
our  general  funds,  so  that  all of  your  money  will  be  invested  in your
Certificate.

AFFINITY GROUPS

From time to time,  we may seek to  introduce  our  Certificates  to  members of
affinity groups, including service organizations,  non-profit associations,  and
other  types of  membership  organizations  (collectively,  "affinity  groups").
Although  affinity  groups  are not  permitted  to sell  Certificates,  they may
provide  us with  mailing  lists  and other  information  to enable us to market
Certificates to their members. For their cooperation, we may compensate affinity
groups an amount that we mutually agreed upon.  Please call us at (701) 852-5292
for the current list of affinity groups with whom we have arrangements.

INVESTMENT AMOUNTS

For an  explanation  of the  minimum  and  maximum  investments  in each type of
Certificate,  SEE "The Certificates." Certain additional  restrictions may apply
under if you use the  Certificates  to fund your Individual  Retirement  Account
("IRA") or other qualified retirement plan account.

                                       13
CANCELING YOUR ORDER

You can,  without  penalty or  withdrawal  charge,  cancel your  investment in a
Certificate within 10 days after we receive your application.  Simply call us at
the same  telephone  number or write to us.  You will not earn any  interest  on
Certificates  that  you  cancel  under  this  provision.  We will  process  your
cancellation request on the business day we receive it and, if applicable,  will
send out a check to you generally within 10 business days.

APPLICATION ACCEPTANCE

All applications to purchase Certificates are subject to acceptance or rejection
by us in our sole  discretion.  If we accept  your  application  to  purchase  a
Certificate,  you will receive a confirmation of such acceptance.  You will also
receive a quarterly statement reflecting all account activity. SEE "Reports." We
do not issue paper  certificates  to  evidence  the  purchase  of  Certificates.
Instead,  we will register your purchase on our books,  thereby relieving you of
the  responsibility  for the safekeeping of paper  certificates  and the need to
deliver them to us upon  redemption.  Please refer to the Certificate  Terms and
Conditions  attached to your  application  for detailed  information  about your
Certificate.

                          ACCESSING YOUR ACCOUNT VALUE

You can access all or any part of your Certificate's  Account Value at any time,
subject to the terms and conditions described below.

INTEREST WITHDRAWALS

You can schedule  regular  withdrawals  of interest  that has accrued under your
Certificate  on a monthly,  quarterly,  or annual basis.  Each accrued  interest
withdrawal  will  be  subject  to a  small  service  fee.  Unscheduled  interest
withdrawals  are  subject to a higher  fee and may be  subject  to a  withdrawal
charge. SEE "Fees and Charges" under "General Terms and Conditions."

PRINCIPAL WITHDRAWALS AND LOANS

You  can  also  withdraw  some  or all of  your  principal  investments  in your
Certificate  prior  to  maturity.  However,  a  withdrawal  charge  and an early
withdrawal  penalty  may  apply  upon  withdrawal,  other  than  for  systematic
withdrawals under the Resource Certificates. SEE "Withdrawal Charge" under "Fees
and Charges," and "Penalty for Early Withdrawal," below.

To avoid incurring a withdrawal charge and the penalty for early withdrawal, you
may  request a  temporary  principal  withdrawal  or "loan" of up to 50% of your
Account Value for a term not to exceed the earlier of five years or the Maturity
Date of your Certificate.  You will not earn interest on the amount you withdraw
from your  Certificate.  Loans are subject to an annual  interest  charge not to
exceed 6% of the amount withdrawn.  If you decide not to reinvest your temporary
principal withdrawal, we will treat it as a permanent withdrawal and will assess
against your remaining Account Value the penalty for early withdrawal that would
have applied at the time of the withdrawal.  Temporary principal withdrawals are
not available for Harvest Certificates.  Withdrawals of principal may cause your
Certificate to fall into a lower interest rate category. SEE "Affect on Interest
Rates," below.

WITHDRAWAL AMOUNTS

The minimum  amount that you may withdraw at any time from your  Certificate  is
$100 ($150 in the case of the Resource  Certificates),  provided,  however, that
the  remaining  Account  Value  under  your  Certificate  (other  than  Resource
Certificate) does not fall below the stated minimum investment  amounts. We will
notify  you and seek  additional  instructions  from you if the  amount  of your
withdrawal request would cause your Account Value to fall

                                       14
below that minimum.  If you fail to respond and your withdrawal would cause your
Account Value to fall below that minimum,  we will treat your request as one for
a complete surrender of your Certificate.

PENALTY FOR EARLY WITHDRAWAL

If you  withdraw  some or all of your  principal  investments  on or before your
fifth Certificate Anniversary or prior to the end of a Guarantee Period, we will
deduct a  penalty  from  your  remaining  Account  Value,  or,  in the case of a
complete  surrender,  from the  amount  withdrawn,  equal to 12 months  interest
payable on the amount withdrawn.  After your fifth Certificate Anniversary,  the
penalty will apply only if you withdraw prior to the end of a Guarantee Period.

The  foregoing  penalty  does not  apply to  systematic  withdrawals  under  the
Resource Certificate.  In addition, the penalty does not apply if the withdrawal
is due to the need to meet unexpected expenses from your death,  disability,  or
hospitalization.

We assess the  foregoing  penalty  largely  because of the negative  impact that
early  withdrawals  of  principal  investments  may have on our reserves and our
ability to offer competitive interest rates to our customers. You may be subject
to additional  penalties if you withdraw  amounts held in a Certificate  from an
IRA or other tax-qualified plan. Please consult your tax adviser.

AFFECT ON INTEREST RATES

A withdrawal will cause a reduction in the Account Value under your Certificate.
If the  reduction  puts your  Account  Value in a lower  category of  applicable
interest  rates,  we will  apply  the lower  interest  rate from the date of the
withdrawal, even if it occurs prior to the end of a Guarantee Period.

REQUESTING A WITHDRAWAL

You may submit  written  requests for a withdrawal  to the Company at our Client
Care Department.  We will treat withdrawal requests as coming first from accrued
interest,  and then from your principal  investment.  We will process withdrawal
requests on the business day that we receive them,  and will send out a check to
you generally within 10 business days.

We may take longer to process your request if you recently  purchased or, in the
case of Producer Certificates,  added to a Certificate with a check that has not
yet cleared.  In addition,  we reserve the right to defer  payments for up to 30
days, in which case we will pay interest on the deferred  payment at the Minimum
Interest Rate. For our mutual protection,  we may require a signature  guarantee
if:

     >    you seek to withdraw an amount in excess of $50,000,

     >    you ask us to pay  redemption  proceeds  to  someone  other  than  the
          registered owners,

     >    you ask us to send  redemption  proceeds to an address  other than the
          address of record,  a preauthorized  bank account,  or a preauthorized
          brokerage firm account,

     >    we receive instructions from an agent, not the registered owners, or

     >    we believe a signature  guarantee  would protect us against  potential
          claims based on the instructions received.

A signature  guarantee  verifies the  authenticity  of your  signature.  You can
obtain a signature  guarantee  from  certain  banks,  brokers or other  eligible
guarantors.  YOU SHOULD  VERIFY THAT THE  INSTITUTION  IS AN ELIGIBLE  GUARANTOR
PRIOR TO SIGNING. A NOTARIZED SIGNATURE IS NOT SUFFICIENT.

                                       15
ACCOUNT TRANSACTIONS

TRANSFERRING OWNERSHIP

You may  transfer  ownership  of your  Certificate  by  submitting  a  completed
transfer request form to our Client Care Department.  Please note that transfers
of ownership from a tax-qualified plan may have adverse tax consequences. Please
consult your tax adviser.

EXCHANGING CERTIFICATES

You may exchange  one  Certificate  for  another,  provided you meet the minimum
investment  threshold for the new Certificate.  This exchange privilege does not
apply to Foundation  Certificates.  Exchanges will become effective on the first
day of the next  Guarantee  Period  following  the date we receive your exchange
request.  Withdrawal charges and penalties do not apply upon the exchange of one
Certificate  for another;  however,  they may apply to withdrawals  from the new
Certificate,  depending on how long you have held the exchanged Certificate.  To
effect an exchange, please call us at (701) 852-5292 to receive instructions.

TRANSFER AGENT

Integrity  Fund  Services,  Inc.  is the  transfer  agent for the  Certificates.
Integrity Fund  Services,  Inc. is an affiliate of Integrity  Money  Management,
Inc., the Investment  Adviser for the Company,  and a wholly owned subsidiary of
Integrity Mutual Funds, Inc., the sole shareholder of the Company.

                                   TAX MATTERS

All interest that you earn on your  Certificate is taxable to you in the year in
which it  accrues,  regardless  of whether  you elect to receive it during  that
year.  We will  send you a report  showing  all  reportable  income  under  your
Certificate.

If you are using your  Certificate to fund an IRA or other  tax-qualified  plan,
you generally  will pay no federal income taxes on your interest until you begin
taking  withdrawals.   However,  withdrawals  from  IRA's  and  qualified  plans
generally are subject to a federal  income tax penalty of 10% if made before age
59 1/2.

We are required to withhold  federal income taxes on IRA withdrawals  unless you
tell us not to. We are also required to withhold 20% on most other distributions
from  tax-qualified  plans,  unless the  distribution is directly rolled over to
another tax-qualified plan or IRA.

If you are using your  Certificate to fund a Roth IRA, your  contributions  will
not be tax deductible;  however, the distributions from your Roth IRA may be tax
free depending on how and when you withdraw your money from the account. Subject
to  certain  income  limitations,  you may make a rollover  contribution  from a
non-Roth IRA to a Roth IRA. The rollover will be taxable  currently,  but future
distributions  from the Roth IRA may be tax free as in the  preceding  sentence.
The  maximum  contribution  to a  Roth  IRA is  $2,000,  not  counting  rollover
contributions,  and  contributions  may be made  beyond age 70 1/2.  The maximum
yearly contribution to all IRA's combined is still $2,000.

The  foregoing  is only a brief  summary of certain  federal  income tax matters
relevant to an  investment in a  Certificate.  It is not intended as tax advice.
Please  consult  a  qualified  tax  adviser  for   information   about  any  tax
consequences with regard to your individual circumstances.

                                       16
THE COMPANY

ORGANIZATION AND OPERATIONS

The Company was  organized as a Maryland  corporation  on October 4, 2001. It is
registered with the SEC as a face-amount certificate company, which is a type of
investment company. The Company's  capitalization consists solely of 100,000,000
shares of authorized  common stock, par value $0.001 per share ("common stock").
On ___________________,  20___, Integrity Mutual Funds, Inc., the Company's sole
shareholder,  contributed the initial  capitalization of the Company,  and as of
that  date,  owned all of the  issued and  outstanding  shares of the  Company's
common  stock.  As of the date of this  Prospectus,  the  Company has capital in
excess of the minimum  amount  required by the rules and  regulations of the SEC
and the Investment  Company Act of 1940 ("1940 Act").  The Company believes that
its capital is adequate for its business activities.

The Company's business activities currently consist entirely of the issuance and
servicing of Certificates  and the investment of the proceeds  received from the
sale of its  Certificates in securities and other assets.  The  profitability of
the Company's  operations is determined by the difference between (1) the amount
of the Company's earnings on its investment portfolio,  and (2) the expenses the
Company incurs (e.g.,  the interest it agrees to pay, taxes,  and its investment
and operating  expenses,  such as investment  advisory  fees,  brokerage  costs,
custodial expenses, disinterested director fees, and distribution fees).

DIRECTORS AND OFFICERS

Certain information about the Company's directors and officers,  including their
principal  occupations for the past five years, is set out below. Members of the
Board who are considered  "interested persons" of the Company under the 1940 Act
are indicated by an asterisk  (*). The Company has no employees,  and all of the
directors and officers,  other than directors who are not interested  persons of
the  Company,  serve  in such  capacities  without  compensation.  Officers  are
appointed annually at the annual meeting of the Company's Board of Directors.
Positions With                 Principal Occupations
    Name and Age               the Company                 During the Past Five Years
    ------------               -----------                 --------------------------
Integrity Mutual Funds, Inc.:
                                                      Chief Executive Officer (2001-Present)
                                                      Director (1987-Present)
                                                      President  (1987-2001, 2002-2003);
                                                   President, Treasurer and Director of:
                                                      Integrity Money Management, Inc.
                                                         (1988-Present)
                                                      ND Capital, Inc. (1988-Present)
                                                      Integrity Fund Services, Inc. (1989-Present)
                                                      ND Tax-Free Fund, Inc. (1988-Present)
                                                      ND Insured Income Fund, Inc. (1990-1999)
Robert Walstad (59)       Chairman of the Board,      Montana Tax-Free Fund, Inc. (1993-Present)
                          President and Treasurer     South Dakota Tax-Free Fund, Inc.,
                                                         (1994-Present),
                                                      Integrity Fund of Funds, Inc. (1994-Present)
                                                      Integrity Small-Cap Fund of Funds, Inc.
                                                        (1998-Present)
                                                      Ranson Managed Portfolios (1996-Present)
                                                      Ranson Capital Corporation (1996-Present)
                                                   President and CEO of Capital Financial Services,
                                                      Inc. (2002-Present);

                                       17
Positions With                 Principal Occupations
    Name and Age               the Company                 During the Past Five Years
    ------------               -----------                 --------------------------
Magic Internet Services, Inc.
                                                      Director (1999-Present)
Robert Walstad (59)                                   President (1999-2001)
(continued)                                        Associated with securities industry as NASD licensed
                                                   registered representative (1972-Present).
-------------------------------------------------------------------------------------------------------
Jacqueline L. Case (56)   Secretary and Director   Corporate Secretary of Integrity Mutual Funds, Inc.
                                                   (1988-Present)
-------------------------------------------------------------------------------------------------------
                                                   President and COO, Integrity Mutual Funds, Inc.
                                                       (2003-Present)
                                                   Personal Trust Officer, Wells Fargo Bank North
                                                       Dakota, N.A. (1999-2003)
Mark Anderson (age)       Director                 Business Development Coordinator, Shareholder
                                                       Services Manager and Mutual Fund
                                                       Accountant, ND Holdings, Inc. (1995-1999)
                                                   Trust Accountant, Piper Trust Company (1990-1995)
                                                   Assistant Manager, Proex Photo Systems (1988-1990)
-------------------------------------------------------------------------------------------------------
MANAGEMENT

BOARD OF DIRECTORS

The Board of Directors  ("Board")  is  responsible  for  managing the  Company's
business affairs. Directors are elected annually at the Company's annual meeting
of  shareholders.  Each Director who is not an interested  person of the Company
receives an annual retainer of  $_______________,  plus a $_____________ fee for
each regular or special  Board  meeting he or she attends.  The  Directors  also
receive  reimbursement  for their expenses  incurred in attending any meeting of
the Board. The Board generally meets quarterly.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has an Audit  Committee,  an Executive  Committee and an Investments
Committee.  The  duties of each  Committee  and its  present  membership  are as
follows:

AUDIT COMMITTEE:  The members of the Audit Committee  consult with the Company's
independent  auditors  if the  auditors  deem it  desirable,  and meet  with the
Company's  independent  auditors at least once annually to discuss the scope and
results  of the  annual  audit of the  Company  and such  other  matters  as the
Committee  members deem  appropriate  or desirable.  Directors  [list names] are
members of the Audit Committee.

EXECUTIVE  COMMITTEE:  During  intervals  between  meetings  of the  Board,  the
Executive Committee possesses and may exercise all of the powers of the Board in
the  management  of the Company  except as to those  matters  that  specifically
require action by the Board. Directors [list names] are members of the Executive
Committee.

INVESTMENTS  COMMITTEE:  The members of the  Investments  Committee  oversee the
investment  activities of the Adviser,  which  manages the Company's  securities
portfolio.

                               INVESTMENT ADVISER

Integrity  Money  Management,  Inc. serves as the Company's  investment  adviser
pursuant to an investment advisory agreement ("Advisory Agreement").  Subject to
the  supervision  of the Board,  the Adviser is  responsible

                                       18
under the Advisory Agreement for selecting and managing the Company's securities
investments to ensure that the Company has, in cash or qualified investments, as
that  term is  defined  in  Section  28(b) of the 1940  Act,  assets  having  an
aggregate  value not less than that required by applicable law. The Adviser also
is  responsible  for placing  orders for the purchase and sale of the  Company's
securities investments with brokers and dealers that the Adviser selects.

In  addition,  pursuant  to the  Advisory  Agreement,  the Adviser has agreed to
render  regular  reports to the Board  regarding  its  investment  decisions and
brokerage  allocation  practices  for  the  Company,  to  assist  the  Company's
custodian in valuing portfolio  securities and computing the Company's reserves,
and to furnish the Company with the  assistance,  cooperation,  and  information
necessary for it to meet various legal requirements  regarding  registration and
reporting.  The  Adviser  also has  agreed to furnish  to the  Company  adequate
facilities and personnel necessary for the Directors and officers of the Company
to manage the  affairs  and  conduct of the  Company's  business.  The  Adviser,
located  at 1 North Main  Street,  Minot,  North  Dakota  58703 is a  registered
investment  adviser with over $300 million of assets under  management as of the
date of this Prospectus.  For its services, the Adviser receives a quarterly fee
payable  in arrears  based on the annual  percentage,  set forth  below,  of the
average daily net asset value of the Company's assets that it manages:

     ---------------------------------------

     ---------------------------------------

                           RELATED PARTY TRANSACTIONS

Not  applicable.   There  are  no  related  party   transactions  or  any  other
transactions or relationships required to be disclosed.

                                    RESERVES

Federal law  requires us to maintain a portion of the  payments  that we receive
under the  Certificates as reserves.  The purpose of these reserves is to ensure
that we have  enough  assets to meet our  obligations  under  the  Certificates.
Federal  law  also   requires   that  we  invest  our  reserves  in   "qualified
investments,"  which are investments of a kind that life insurance companies can
invest in or hold under the  provisions  of the laws of the District of Columbia
or  those  otherwise   approved  for  investment  by  the  SEC.  SEE  "Types  of
Investments" and "Investment Policies" under "Investments." In addition, federal
law  prohibits us from  declaring or paying  dividends  to our  shareholders  in
excess of certain limits unless we meet our reserve requirements.

We maintain our reserves  with our  custodian,  Wells Fargo Bank  Minnesota,  NA
("Custodian").  Pursuant  to its Custody  Agreement  with us, the  Custodian  is
responsible  for the  safekeeping  of our assets,  and,  among other things,  is
authorized to take certain  remedial steps should we fail to make a payment when
due or otherwise default on any of our obligations under the Certificates.

                                   INVESTMENTS

As noted above,  we are  permitted  to invest our  reserves  only in assets that
constitute  "qualified  investments"  under the laws of the District of Columbia
and such other  assets as the SEC may permit.  Set out below is a summary of the
types of  investments  in which we expect to invest as well as a description  of
certain investment policies established by our Board of Directors.

TYPES OF INVESTMENTS

We expect to invest our  reserves,  as well as the amount that we hold in excess
of the  reserves,  primarily in the types of  securities  and other  investments
described  below.  Except as  specifically  noted, we may invest our

                                       19
reserves  in  such  investments  without  limitation.  In  addition,  except  as
specifically  noted,  the limitations  described below apply only at the time of
investment. The assets that we hold in excess of reserves are not subject to the
limitations described below.

BANK  OBLIGATIONS.  We may  invest  in CD's,  bankers'  acceptances,  and  other
short-term  debt  obligations  of banks.  CD's are short-term  obligations  that
commercial  banks  issue  for a  specified  period  of time  and at a  specified
interest rate.  Banker's  acceptances are time drafts drawn on a commercial bank
by a borrower, usually in connection with international commercial transactions.

COMMERCIAL  PAPER AND OTHER  CORPORATE  DEBT. We may invest in commercial  paper
issued by  companies  that meet the criteria for  investment  by life  insurance
companies under the laws of the District of Columbia ("qualified corporations").
Commercial  paper  consists  of  short-term   unsecured  promissory  notes  that
qualified  corporations  issue to finance  short-term  credit needs. We also may
invest in longer-term  debt obligations of qualified  corporations.  We will not
invest  more  than  two  percent  of our  reserves  in any  one  issue  of  such
obligations of any one qualified  corporation.  In addition, we do not intend to
invest in any debt  securities  rated below  investment  grade by any nationally
recognized statistical rating organization.

EQUIPMENT RELATED INSTRUMENTS. We may invest in equipment trust certificates and
similar  instruments  (collectively,  "equipment related  instruments") that are
secured by transportation equipment (e.g., railroad cars, trucks, and airplanes)
that has been sold or leased to a common carrier.  Equipment related instruments
are a means of financing  the  acquisition  of equipment.  A trustee,  such as a
bank, holds the title to the equipment, collects purchase or lease payments from
the  purchaser,  and, in turn,  makes  principal  and  interest  payments to the
instrument  holders for a  specified  term.  In case of default,  the trustee is
authorized to sell the equipment to protect the instrument  holders. We will not
invest  more  than  two  percent  of  our  reserves  in  any  one  issue  of  an
equipment-related instrument by any one qualified corporation.

MUNICIPAL  SECURITIES.  We may invest in various types of municipal  securities,
which  are debt  securities  issued  by a  state,  its  political  subdivisions,
agencies,    authorities,    school    districts,    and   other    governmental
instrumentalities  for various  public  purposes,  including,  for example,  the
construction of public facilities,  hospitals,  highways,  and schools.  We will
only  invest in  municipal  securities  that (i)  represent  direct and  general
obligations  of the  issuing  governmental  entity,  or (ii)  are  payable  from
designated revenues pledged to the payment of the principal and interest on such
securities.

PREFERRED  AND COMMON  STOCK.  We may invest in  preferred  and common  stock of
qualified  corporations.  Preferred  stock has priority  over common stock as to
income and  generally  as to the assets of an issuer,  but  usually  has limited
voting  rights.  We may invest in the common  stocks of  qualified  corporations
whose debt and preferred  stock,  if any, also meet our criteria for investment.
We will not invest more than one percent of our  reserves  in the  preferred  or
common stock of any single qualified corporation.

REAL ESTATE AND REAL ESTATE LOANS.  We may invest  directly in real estate or in
real estate loans.  We generally will only purchase or hold real estate if it is
income producing.  We may, however,  also receive real estate in satisfaction of
debts owed to us, and may improve or develop any real estate that we acquire. We
will not invest or agree to invest in real estate if such investment would cause
us to:  (i)  invest  more than two  percent of our  reserves  in real  estate or
improvements  thereon during any period of 12 consecutive months; (ii) invest or
hold more than five  percent  of our  reserves  in real  estate or  improvements
thereon for the purpose of producing  income; or (iii) hold more than 10% of our
reserves in real estate.  We also may invest in real estate  loans  secured by a
first lien on the real estate, provided such loan is worth at least 33 1/3% more
than the amount loaned.

U.S.  GOVERNMENT  SECURITIES.  We may invest in direct  obligations  of the U.S.
Government  ("U.S.  Government  securities").  These  include  bills (which have
maturities of one year or less),  notes (which have  maturities of between 2 and
10 years), and bonds (which have maturities greater than 10 years) issued by the
U.S. Treasury ("Treasury").  The market value of U.S. Government securities will
fluctuate with changes in interest rate levels. Thus, if interest rates increase
from the time the security was purchased,  the market value of the security will
decrease.  Conversely,  if  interest  rates  decrease,  the market  value of the
security will increase.

                                       20
U.S. GOVERNMENT AGENCY SECURITIES. We may invest in securities issued by certain
federal  agencies that are (i) backed by the full faith and credit of the United
States, (ii) guaranteed by the Treasury,  or (iii) are supported by the agency's
right to borrow from the Treasury.  Issuing  agencies may include,  for example,
the Government National Mortgage  Association  ("GNMA" or Ginnie Mae"),  Federal
National  Mortgage  Association  ("FNMA" or "Fannie Mae"),  or Federal Home Loan
Mortgage  Corporation  ("FHLMC"  or  "  Freddie  Mac").   Although  their  close
relationship  with the U.S.  Government  is believed  to make them  high-quality
securities  with minimal credit risks,  the U.S.  Government is not obligated by
law to support either FNMA or FHLMC.

INVESTMENT POLICIES

The Company's Board has established the investment  policies set out below.  The
Board may change these policies at any time without Certificate owner approval.

BORROWING.  We may borrow money to a limited  extent from banks  (including  the
Company's  custodian  bank) as we deem necessary or appropriate to our business.
We currently do not intend to borrow amounts equal to more than 25% of our total
assets (including the amount borrowed).  We will not buy securities on margin or
sell securities short.

COMMODITIES.  We do not  currently  intend to engage in the  purchase or sale of
commodities.

CONCENTRATION.  We maintain no  restrictions on the amount of securities that we
may invest in any industry or group of industries.  However, we do not currently
intend to concentrate our securities investments in any particular industry.

LOANS.  In addition to real estate loans  described  above, we may make loans of
varying terms to broker-dealers  and other financial  institutions in amounts up
to 85% of the value of the securities pledged as collateral for the loans at the
time we make the loans.  The securities  pledged as collateral must be of a type
in which we can invest.

PORTFOLIO TURNOVER.  We will buy, sell, or hold our assets in the manner that we
deem  prudent,  without  regard  to the  impact  on  the  turnover  rate  of our
portfolio.

SENIOR  SECURITIES.  We are restricted by law from issuing any securities  other
than face-amount certificates, common stock, and promissory notes or other paper
related to our borrowings.

UNDERWRITING SECURITIES. We do not intend to act as an underwriter of securities
issued by other persons. We may, however, be deemed to be an underwriter when we
purchase and later sell unregistered securities.

                                INVESTOR SERVICES

AUTOMATIC INVESTMENTS

You can  automatically  make  periodic  investments  in your Harvest or Producer
Certificates  subject  to  applicable  limits.  SEE  "At A  Glance"  under  "The
Certificates." To establish your automatic  investment plan, please call 1-(701)
852-5292.

DIRECT DEPOSITS

You can  arrange  for  your  investment  in your  Certificates  to be  deposited
directly  out of your payroll or  government  check.  To  establish  your direct
deposit arrangement, please call (701) 852-5292.

                                       21
INQUIRIES

Integrity  Certificate  Company has a dedicated  staff of  individuals  that are
available  each business day to assist you with questions you may have about the
Certificates  or your  account.  Please call  between the hours of 8:00 and 4:00
Central Time on any business day.

REPORTS

Each quarter we will send you an account  statement  showing your  Certificate's
Account Value, your Certificate's  Surrender Value, and all account activity for
the preceding quarter, including the amount and rate of interest you earned, the
amount of any  principal  investments  you made,  and the amount of any fees and
charges  assessed.  In  addition,  we will send you annual  reports that include
audited financial statements for the Company's fiscal year ending December 31.

We file  quarterly  and annual  reports with the SEC. You may read and copy,  at
prescribed  rates,  these reports and any other  materials that we file with the
SEC at the SEC's  Public  Reference  Room,  located at 450 Fifth  Street,  N.W.,
Washington,  D.C.  20549.  You may  obtain  information  about the SEC's  Public
Reference Room by calling the SEC at 1-800-SEC-0330. You also may obtain reports
and  other   information   about  us  by  visiting  the  SEC's   Internet   site
(www.sec.gov).

                              INDEPENDENT AUDITORS

Brady, Martz & Associates, P.C., located at 24 West Central Avenue, Minot, North
Dakota 58701, serve as the independent  auditors of the Company.  Their auditing
services  include  rendering  an  opinion  on the  financial  statements  of the
Company.

                              FINANCIAL STATEMENTS

We had no material operations prior to the date of this Prospectus.  The Company
undertakes  to file an audited  balance  sheet for the  Company,  as of [balance
sheet  date] and the report of the  Company's  independent  auditors  thereon by
amendment to this Prospectus.

                                     EXPERTS

The Company  has  included  the  audited  balance  sheet in this  Prospectus  in
reliance  upon the  report  of  Brady,  Martz &  Associates,  P.C.,  independent
auditors,  and upon the  authority  of said firm as  experts in  accounting  and
auditing.

                                       22
THE COMPANY AND ITS SERVICE PROVIDERS

THE COMPANY:                                 Integrity Certificate Company
                                             1 North Main Street
                                             Minot, North Dakota  58703
                                             Telephone:  (701) 852-5292
                                             Facsimile:  (701) 838-4902

TRANSFER AGENT                               Integrity Fund Services, Inc.
                                             1 North Main Street
                                             Minot, North Dakota  58703
                                             Telephone:  1-800-601-5593
                                             Facsimile:  (701) 852-2548

INVESTMENT ADVISOR:                          Integrity Money Management, Inc.
                                             1 North Main Street
                                             Minot, North Dakota  58703
                                             Telephone:  (701) 852-5292
                                             Facsimile:  (701) 838-4902

CUSTODIAN:                                   Wells Fargo Bank Minnesota, NA
                                             Institutional Trust & Custody
                                             801 Nicollet Mall, Suite 700
                                             Minneapolis, MN  55479

INDEPENDENT AUDITORS:                        Brady, Martz & Associates, P.C.
                                             24 West Central Avenue
                                             Minot, North Dakota  48701
                                             Telephone:  (701) 852-0196
                                             Facsimile:  (701) 839-5452
                                             Website:  www.bradymartz.com
                                                       ------------------

LEGAL COUNSEL:                               Corporate Legal, P.C.
                                             8547 E. Arapahoe Road, #J-382
                                             Englewood, CO 80112
                                             Telephone:  (303) 874-3194
                                             Facsimile:  (303) 874-3198

                                [back cover page]

                                       23
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

               SEC Registration Fee..................$ 10,000*
               State Fees............................$  7,500*
               Printing Fees.........................$ 10,000*
               Legal fees............................$150,000*
               Accounting Fees.......................$ 15,000*
               Miscellaneous.........................$  7,500*
                                                     --------
               Total:   .............................$200,000*
               -----------------
               * Estimate

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under  Section 2-418 of Maryland  General  Corporation  Law, a  corporation  may
indemnify certain Directors,  officers,  employees,  or agents.  Consistent with
Maryland law, Article Seventh(E)(viii) of Registrant's Articles of Incorporation
("Articles")  permits it to indemnify  its Directors and officers to the fullest
extent permitted by law. In addition,  Article X of Registrant's By-Laws permits
it to insure and indemnify its Directors,  officers, employees and agents to the
fullest  extent  permitted by law. The  above-cited  provisions of  Registrant's
Articles  and  By-Laws,  which have been filed as exhibits to this  Registration
Statement,  are incorporated by reference into this Item to the extent necessary
to respond to this item.

Various  agreements  that  Registrant  has  entered or will  enter into  contain
provisions for the indemnification of Registrant's officers and directors to the
extent permitted by applicable law. These agreements have been filed as exhibits
to this Registration  Statement,  and are hereby  incorporated by reference into
this Item to the extent necessary to respond to this item.

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES.

The  disclosure  set forth under the heading  "The  Company -  Organization  and
Operations"  in the  Prospectus  contained  herein  is  hereby  incorporated  by
reference  in  response  to this item.  Registrant  issued the shares  described
therein  in  reliance  upon  the  exemption  set  forth in  Section  4(2) of the
Securities Act of 1933 for transactions not involving a public offering.

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits:

Exhibit No.  Description of Exhibits (filed herewith unless otherwise indicated)
-----------  -------------------------------------------------------------------

 (1)(a)      Form of Distribution Agreement by and between Registrant and
             Capital Financial Services, Inc.

 (2)         Not applicable.

 (3)(i)      Articles of Incorporation of Integrity Certificate Company

 (3)(ii)     By-laws of Integrity Certificate Company
(4)(a)      Form of Application.

 (4)(b)      Form of Account Statement.

 (5)         Opinion re: Legality

 (6)-(9)     Not applicable.

 (10)(a)     Form of Investment Advisory Agreement by and between Registrant and
             Integrity Money Management, Inc.

 (10)(b)     Form of Custody Agreement by and between Registrant and Wells Fargo
             Bank Minnesota, NA. *

 (10)(c)     Form of Subscription Agreement by and between Registrant and
             Investors. *

 (11)-(20)   Not applicable.

 (21)        Subsidiaries of Integrity Certificate Company

 (22)        Not applicable.

 (23)(a)     Consent of Independent Auditors.

 (23)(b)     Consent of Counsel [See Exhibit (5)]

 (24)        Powers of Attorney of Directors

 (25)-(26)   Not applicable.
---------------------------
* To be filed by amendment.

(b) Financial Statement Schedules:

Not applicable.

ITEM 17.  UNDERTAKINGS.

Insofar as indemnification  for liabilities arising under Securities Act of 1933
(the "1933 Act") may be permitted to Directors, officers and controlling persons
of the  Registrant  pursuant  to the  foregoing  provisions  or  otherwise,  the
Registrant  has been advised that, in the opinion of the Securities and Exchange
Commission,  such  indemnification  is against public policy as expressed in the
1933  Act  and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a Director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  Director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the  opinion  of its  counsel  the  matter  has been  settled  by a  controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
indemnification  by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

ITEM 18.  FINANCIAL STATEMENTS AND SCHEDULES.

Not applicable.
SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the Registrant has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto duly authorized, in the City of Minot and State of North
Dakota, on the [filing date].

                                      Integrity Certificate Company

                                      By: /s/ROBERT WALSTAD
                                         ---------------------------------------
                                         Robert Walstad,President

Pursuant  to the  requirements  of the  Securities  Act of 1933,  the  following
persons have signed the Registration Statement in the capacities indicated as of
the [filing date].

Signature                                          Capacity

/s/ ROBERT WALSTAD                    President, Treasurer and Director
-------------------------------       (Principal Executive, Financial,
[filing date]                         and Accounting Officer)
-------------

/s/ JACQUELINE L. CASE                Director and Secretary
------------------------------
[filing date]
-------------

/s/ MARK ANDERSON                     Director
------------------------------
[filing date]
-------------